S-3

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2001

REGISTRATION NO. 333-    

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WASHINGTON MUTUAL, INC.
WASHINGTON MUTUAL CAPITAL TRUST 2001
(Exact Name Of Registrant As Specified In Its Charter)

WASHINGTON DELAWARE (STATE OF INCORPORATION)	1201 THIRD AVENUE SEATTLE, WASHINGTON, 98101 (206) 461-2000	91-1653725 — (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
(Address, Including Zip Code, And Telephone Number, Including Area Code, Of Registrant's Principal Executive Offices)

FAY L. CHAPMAN
WASHINGTON MUTUAL, INC.
1201 THIRD AVENUE
SEATTLE, WA 98101
(206) 461-2000
(Name, Address, Including Zip Code, And Telephone Number, Including Area Code, Of Agent For Service)

WITH A COPY TO:

DAVID R. WILSON
HELLER EHRMAN WHITE & MCAULIFFE LLP
6100 BANK OF AMERICA TOWER
701 5TH AVENUE
SEATTLE, WA 98104-7098
(206) 447-0900

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement as determined by market conditions.

   If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

   If the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /x/

   If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

   If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / /

   If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee
8,713,925 Units(1)	$435,696,250	$50	$435,696,250	$108,925
Preferred Securities of Washington Mutual Capital Trust 2001
Warrants to purchase common stock of Washington Mutual, Inc.
Debentures of Washington Mutual, Inc.		N/A
Guarantee by Washington Mutual, Inc., of the above referenced preferred securities(4)	(4)	(4)	(4)
Common Stock, par value $.01 per share(5)

(1)

The units consist of one preferred security of Washington Mutual Capital Trust 2001 and a warrant to purchase Washington Mutual Common Stock.

(2)

Estimated solely for the purposes of determining the registration fee pursuant to Rule 457(o) promulgated under the Securities Act.

(3)

Exclusive of accrued interest, if any.

(4)

We are registering the Guarantee of the preferred securities of Washington Mutual Capital Trust 2001. No additional consideration will be received by us for such Guarantee. Pursuant to Rule 457(n) under the Securities Act, no additional filing fee is required in connection with such Guarantee.

(5)

The Common Stock being registered consists of shares underlying warrants. In accordance with Rule 416 under the Securities Act, this registration statement also covers such indeterminate number of additional shares as may become issuable upon exercise of such warrants to prevent dilution from stock splits, stock dividends or similar transactions.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

SUBJECT TO COMPLETION, DATED JUNE 27, 2001

The information in this prospectus is not complete and may be changed. The securities may not be sold nor may offers to buy be accepted until the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any sate in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

PROSPECTUS

Trust Preferred Income Equity Redeemable Securities^SM
8,713,925 (PIERS^SM) Units

Each unit being offered consists of:

•

a preferred security issued by Washington Mutual Capital Trust 2001 (the "Trust"), having a stated liquidation amount of $50, representing an undivided beneficial interest in the assets of the Trust, which assets consist solely of subordinated debentures issued by Washington Mutual, Inc. each of which has a principal amount at maturity of $50, a stated maturity of July 1, 2041 and, at any time, an accreted value as described in this prospectus; and

•

a warrant to purchase at any time prior to the close of business on May 3, 2041, 1.2081 shares of common stock of Washington Mutual. The exercise price of each warrant on the initial date of issuance was $32.33 and will accrete on a daily basis as described in this prospectus to $50 on the expiration date.

The units, the preferred securities, the warrants and the common stock, issuable upon exercise of the warrants are being offered by the holders of the units. See "Selling Securityholders." Neither the Trust nor Washington Mutual will receive any proceeds from sales of the securities, although Washington Mutual will receive the proceeds upon exercise of the warrants.

At any time after issuance of the units, the preferred security and warrant components of each unit may be separated by the holder and transferred separately. Thereafter, a separated preferred security and warrant may be combined to form a unit.

SEE "Risk Factors" on page 10 of this prospectus for a discussion of certain factors that should be considered by prospective purchasers of the units.

The unit securities may not be redeemed prior to May 3, 2006, except upon the occurrence of certain special events. On any date after May 3, 2006, Washington Mutual may, if certain conditions are satisfied, redeem the warrants in whole but not in part for cash equal to the warrant value (the difference between $50 and the exercise price of the warrant at the end of the day next preceding the remarketing date) if the closing price of Washington Mutual common stock has exceeded $49.66 per share, subject to adjustment, for at least 20 trading days within the immediately preceding 30 trading days and on the day on which Washington Mutual makes such election.

As a result, a warrant holder has the choice of:

•

exercising the warrant at an exercise price equal to the warrant exercise price at the end of the day next preceding the remarketing date; or

•

receiving redemption proceeds equal to the warrant value.

In connection with a redemption, Washington Mutual is obligated to seek a remarketing of the preferred securities at a price equal to their accreted value. If the warrant holder chooses to exercise the warrant and is a unit holder, the proceeds from a successful contemporaneous remarketing of the related preferred security will be applied to satisfy in full the exercise price of the warrant.

The preferred securities are guaranteed to the extent described in this prospectus by Washington Mutual.

The units described in this prospectus were initially issued by us in a private placement on April 30, 2001 and May 16, 2001. You should read this prospectus and any prospectus supplement carefully before you invest.

The securities may be sold directly to investors, through agents designated from time to time or to or through underwriters or dealers. See "Plan of Distribution" section of this prospectus. If any underwriters are involved in the sale of any securities in respect of which this prospectus is being delivered, the names of such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement.

Washington Mutual common stock trades on the New York Stock Exchange under the symbol "WM." On June 25, 2001, the closing price of the common stock was $37.00 per share. Neither the units nor the preferred securities nor the warrants are listed on an exchange. We do not intend to apply for any listing for these securities.

"Preferred Income Equity Redeemable Securities^SM" and "PIERS^SM" are service marks owned by Lehman Brothers Inc.

   NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   THESE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

The date of this prospectus is June  , 2001.

TABLE OF CONTENTS

	Page
Summary	3
Risk Factors	10
Use Of Proceeds	15
Ratio of Earnings to Fixed Charges	15
Ratio of Earnings to Fixed Charges and Preferred Dividend	15
Business	16
The Trust	17
Description Of The Units	19
Description Of The Warrants	24
Description Of The Common Stock	35
Description Of The Preferred Securities	37
Description Of The Debentures	53
Description Of The Guarantee	62
Relationship Among The Preferred Securities, The Debentures And The Guarantee	64
Book-Entry Issuance	66
Material United States Federal Income Tax Consequences	69
ERISA Considerations	78
Plan Of Distribution	81
Selling Securityholders	83
Legal Matters	89
Experts	89
Incorporation Of Certain Documents By Reference	89
Where You Can Find Additional Information	90

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Summary

The following summary contains information about Washington Mutual, the Trust and the offering that we believe is important. You should read the entire prospectus, including the information and financial statements incorporated by reference, for a complete understanding of our business and the offering.

Securities Offered	8,713,925 units consisting of:
	•	a preferred security having a stated liquidation amount of $50; and
	•	a warrant to purchase at any time prior to May 3, 2041, 1.2081 shares (subject to antidilution adjustments) of our common stock.
	To exercise the warrants, a holder must tender the warrant together with its exercise price at such date or, in connection with an exercise in lieu of redemption, at the exercise price described below under "—Warrant Exercise Price."
	The preferred securities represent an undivided beneficial interest in the assets of Washington Mutual Capital Trust 2001, which consist solely of subordinated debentures issued by Washington Mutual. The debentures will have a principal amount at maturity of $50.
	At any time after the issuance of the units, the preferred security and the warrant components of each unit may be separated by the holder and transferred separately. Thereafter, a separated warrant and preferred security may be combined to form a unit.
Maturity of Debentures	July 1, 2041.
Expiration of Warrants	May 3, 2041.
Distribution Dates	February 1, May 1, August 1 and November 1 of each year, beginning on August 1, 2001. Distributions on the preferred securities will be made to the extent we make corresponding interest payments on the debentures.
Distribution Rate	5.375% per year on the stated liquidation amount of the preferred securities, subject to reset upon a remarketing to the reset rate on the accreted value as of the end of the day next preceding the remarketing date. The distribution rate on the preferred securities corresponds to the interest rate on the debentures.
Deferral of Payments	So long as we are not in default in the payment of interest on the debentures and so long as a failed remarketing has not occurred, we will have the right, at any time, and from time to time during the term of the debentures to defer payments of interest by extending the interest payment period for a period (the "extension period") not exceeding 20 consecutive quarters or extending beyond the stated maturity of the debentures, during which extension period no interest will be due and payable. Prior to the termination of any such extension period, we may further extend such extension period; provided that such extension period, together with all such previous and further extensions, may not exceed 20 consecutive quarters or extend beyond the stated maturity of the debentures. During any extension period, we covenant not to make certain restricted payments.

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Optional Redemption of Warrants and Remarketing of Preferred Securities	If on any date after May 3, 2006 the closing price of Washington Mutual common stock exceeds and has exceeded $49.66 per share, subject to adjustment, for at least 20 trading days within the immediately preceding 30 consecutive trading days and on the day on which we make the election, we may, at our option, elect to redeem the warrants, in whole but not in part, for cash equal to the warrant value.
	In connection with a redemption, each warrant that has not previously been exercised will be redeemed on the remarketing settlement date at the warrant value for such date, which will be a cash price equal to $50 minus the exercise price of the warrant as of the end of the day next preceding the remarketing date. The exercise price on the initial date of issuance was $32.33 and will accrete on a daily basis as described in this prospectus to $50 on the expiration date.
	The warrant will be redeemed on the redemption date unless a warrant holder affirmatively elects to exercise its warrants. Washington Mutual is required to give holders of the warrants no more than four business days notice of its election to redeem the warrants. Because of the abbreviated notification period, a warrant holder who intends to exercise its warrant upon an optional redemption of the warrants may want to provide standing instructions for the exercise of the warrants and the delivery of shares. See "Risk Factors—You may be required to elect to exercise your warrants within three business days of notification of an election by Washington Mutual to optionally redeem the warrants."
	In connection with a redemption, we are also obligated to seek a remarketing of the preferred securities at a price of no less than 100% of their value. If the warrant holder chooses to exercise the warrant and is a unit holder, the proceeds from a successful contemporaneous remarketing of the related preferred security will be applied to satisfy in full the exercise price of the warrant.
	Also in connection with a remarketing,
	•	the adjusted maturity of the debentures (and, as a result, the redemption date of the preferred securities) will become the date which is 60 days following the remarketing date,
	•	the amount due at the adjusted maturity date of the debentures will be the accreted value of the debentures as of the end of the day next preceding the remarketing date (and, as a result, the amount due at the adjusted redemption date of the preferred securities will be the accreted value of the preferred securities at such date),

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	•	upon a remarketing of the preferred securities in connection with an expiration of the warrants at maturity, the preferred securities will be remarketed at their stated liquidation amount, and
	•	on the remarketing date, the debentures will have an interest rate on their accreted value (and, as a result, the preferred securities will have a distribution rate on their accreted value) equal to the rate established in the remarketing.
Redemption of Warrants Upon Tax Event, Regulatory Capital and Investment Company Event	Upon the occurrence of certain tax events, or if there is a substantial risk that the Trust will be considered an investment company and certain requirements are satisfied, or if the preferred securities no longer qualify as Tier 1 capital, we may, at our option, elect to cause the remarketing of the preferred securities at a price no less than 100% of their accreted value, and to redeem the warrants at their warrant value.
Accreted Value	The "accreted value" of a preferred security is equal to the accreted value of a debenture, which is equal to the sum of the initial purchase price of the preferred security component of each unit (i.e. $32.33) plus accrual of the discount (i.e. the difference between the principal amount of $50 payable in respect of a debenture on May 1, 2041 and the initial purchase price), calculated from April 30, 2001 to the date of calculation at the all-in-yield of 8.48% per annum on a quarterly bond equivalent yield basis using a 360-day year of twelve 30-day months until such sum equals $50 on May 1, 2041, less $0.6719 per quarter.
Exercise of Warrants	A holder may exercise warrants at any time prior to the close of business on May 3, 2041 (the "expiration date"), unless redeemed earlier in connection with a remarketing or a change of control.
	The warrants are not exercisable unless, at the time of the exercise (i) in the case of a holder who has received warrants in a transaction exempt from registration requirements under the Securities Act,
	•	the sale of the shares upon exercise of the warrants is exempt from the registration requirements of the Securities Act and
	•	the shares have been registered, qualified or are deemed to be exempt under the securities laws of the state of residence of the exercising holder of the warrants.
	or (ii) in the case of a holder who has received warrants transferred pursuant to a shelf registration statement,
	•	a shelf registration statement covering the issuance of the common stock upon exercise of the warrant is then in effect,

5

	•	the shares have been registered, qualified or are deemed to be exempt under the securities laws of the state of residence of the exercising holder of the warrants and
	•	a then current prospectus is delivered to exercising holders of the warrants.
Warrant Exercise Price	The warrant exercise price on the initial date of issuance was $32.33 and the warrant exercise price on the expiration date of the warrants will equal $50. The warrant exercise price will accrete on a daily basis such that on any given date of calculation it will be equal to $32.33 plus accretion of the difference between the initial warrant exercise price and the warrant exercise price on the expiration date, calculated from April 30, 2001 to the date of calculation, at the all-in yield of 8.48% per annum (on a quarterly bond equivalent yield basis using a 360-day year of twelve 30-day months) less $0.6719 per quarter.
	In connection with an exercise of the warrants in lieu of redemption, the exercise price of the warrants will be the exercise price as of the day next preceding the remarketing date.
	Holders must pay the exercise price of their warrants in cash (including the automatic application of a portion of the proceeds of any remarketing of preferred securities). Accordingly, holders of units may not tender their preferred securities directly toward payment of the exercise price of the warrants.
	Following an exercise of warrants by a unit holder other than in connection with a remarketing, the holder may require the Trust to exchange the holder's related preferred securities for debentures and require Washington Mutual to repurchase such debentures at their accreted value on a special distribution date which is no less than 60 days following the exercise of the warrants, and thereby recoup the exercise price within 60 days of payment.
	If a unit holder exercises the warrant that is part of the unit in connection with an optional redemption of the warrants by Washington Mutual, the holder will satisfy in full the exercise price by applying the proceeds of the related remarketing of the related preferred securities. See "Description of the Preferred Securities—Remarketing" in this prospectus.
	If a unit holder exercises the warrant that is part of the unit in connection with the expiration of the warrants, the holder will satisfy in full the $50 exercise price by applying the proceeds of the related remarketing of the related preferred security, which will equal $50. See "Description of the Preferred Securities—Remarketing" in this prospectus.
Remarketing at Expiration of Warrants	If not previously remarketed, the preferred securities will be remarketed on May 1, 2041. In connection with such a remarketing, the warrants will expire, unless exercised by May 3, 2041.

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	If a remarketing of the preferred securities does not occur on May 1, 2041 for any reason,
	•	beginning on such date, interest will accrue on the accreted value of the debentures, and distributions will accumulate on the accreted value of the preferred securities,
	•	the interest rate on the accreted value of the debentures will be 10.48% per annum, and, as a result, the distribution rate on the accreted value of the preferred securities will increase correspondingly,
	•	the accreted value of the debentures (and, as a result, the accreted value of the preferred securities) will become due and payable on the date which is 60 days after the failed remarketing date, and
	•	we will no longer have the option to defer interest payments on the debentures.
Failed Remarketing	If the remarketing agent is unable to remarket all the preferred securities deemed tendered for purchase, a "failed remarketing" will have occurred. If a failed remarketing occurs,
	•	beginning on such date, interest will accrue on the accreted value of the debentures, and distributions will accumulate on the accreted value of the preferred securities,
	•	the interest rate on the accreted value of debentures will be 10.48% per annum and, as a result, the distribution rate on the accreted value of the preferred securities will increase correspondingly,
	•	the accreted value of the debentures (and, as a result, the accreted value of the preferred securities) will become due and payable on the date which is 60 days after the failed remarketing date, and
	•	we will no longer have the option to defer interest payments on the debentures.
	Notwithstanding a failed remarketing, the warrants will be redeemed at the warrant value on the remarketing date and the warrant holder will have the option to exercise its warrants in lieu of such redemption by paying the exercise price in cash.
Guarantee	The following payments or distributions with respect to the preferred securities, to the extent not paid by or on behalf of the Trust, are guaranteed by us:
	•	any accumulated and unpaid distributions required to be paid on the preferred securities, to the extent that the Trust has sufficient funds available therefor at the time,
	•	the redemption price with respect to any preferred securities called for redemption, to the extent that the Trust has sufficient funds available therefor at such time, and

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	•	upon a voluntary or involuntary dissolution, winding up or termination of the Trust (other than in connection with the exchange of all of the preferred securities for debentures and the distribution of the debentures to holders of the preferred securities), the lesser of
	—	the aggregate accreted value of the common and preferred securities of the Trust and all accumulated and unpaid distributions thereon to the date of payment, and
	—	the amount of assets of the Trust remaining available for distribution to holders of preferred securities.
	Our obligations under the guarantee are subordinate and junior in right of payment to all of our senior indebtedness.
The Trust	Washington Mutual Capital Trust 2001 is a Delaware statutory business trust. The sole assets of the Trust are the debentures. The Trust issued the preferred securities and the common securities. All of the common securities are owned by Washington Mutual, in an aggregate liquidation amount of 3% of the total capital of the Trust.
Ranking	Payment of distributions on, and the redemption price of, the Trust securities, will generally be made pro rata based on their liquidation amounts. However, if on any payment date, an indenture event of default has occurred and is continuing, no payment on the common securities will be made unless payment in full in cash of all accumulated and unpaid distributions on all of the outstanding preferred securities for all current and prior distribution periods (or in the case of payment of the redemption price, the full amount of such redemption price on all of the outstanding preferred securities then called for redemption), has been made or provided for.
Form and Denomination	The Depository Trust Company ("DTC") acts as securities depositary for the units, preferred securities and warrants, each of which will be issued only as fully registered securities registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC. One or more fully registered certificates were issued for each of the units, the preferred securities and the warrants, and were deposited with the property trustee as custodian for DTC. The debentures were issued as fully registered securities registered in the name of the property trustee or its nominee and deposited with the property trustee. The preferred securities will be issued in denominations of $50 stated liquidation amount and whole multiples of $50.
Use of Proceeds	We will not receive any of the proceeds from the sale of the securities by the selling securityholders.
Material United States Federal Income Tax Consequences	Each Unit will be treated for United States federal income tax purposes as consisting of two separate and distinct assets: (1) a preferred security representing an undivided beneficial interest in the debentures, acquired at an original issue for a price of $32.33, and (2) a warrant to purchase 1.2081 shares of Washington Mutual common stock acquired at an original issue for a price of $17.67. In the opinion of Heller Ehrman White & McAuliffe LLP, counsel to Washington Mutual, purchasers of preferred securities will be treated as owning an undivided beneficial ownership interest in the debentures and the debentures will be treated as debt for United States federal income tax purposes. If a preferred security and a warrant are purchased together as a unit, the purchase price of such unit will be allocated between the preferred security and the warrant in proportion to their relative fair market values at the time of purchase. Because the debentures were originally issued for an amount less than their face amount, the debentures will be treated as having been issued with original issue discount, and, if you purchase a preferred security and are a United States taxpayer, you will be required to include as ordinary income amounts constituting original issue discount as they accrue. The amount of interest income, including original issue discount, on which you will be taxed will exceed your share of the cash interest payments received by the Trust on the debentures.

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	See "Material United States Federal Income Tax Consequences" in this prospectus.
ERISA Considerations	Each purchaser and subsequent transferee of the units (including the underlying debentures, preferred securities and warrants and any shares of common stock of Washington Mutual received upon the exercise or redemption thereof) will be deemed to have represented and warranted that the acquisition and holding of such securities by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.
	See "ERISA Considerations" in this prospectus.
Absence of a Public Market for the Units	The units, preferred securities and warrants are new securities. We cannot assure you that any active or liquid market will develop for the units, the preferred securities or the warrants.

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RISK FACTORS

    You should carefully consider all information included or incorporated by reference in this prospectus. In particular, you should carefully consider the risks described below before purchasing units. For risks concerning our business operations, see "Risk Factors" in our Form 10-K for the year ended December 31, 2000. These are not the only risks and uncertainties we face. Additional risks and uncertainties which we currently consider immaterial or which are not yet known to us may also impair our financial condition, results of operations or prospects.

Trust Preferred Units Risks

The market price for the units may be highly volatile.

    The market price for the units may be highly volatile. There may be a significant impact on the market price of the units or our common stock due to:

•

the announcement of acquisitions by us or our competitors;



•

variations in anticipated or actual operating results;



•

market conditions; and



•

general economic conditions.

The warrants may be redeemed by us, in which event the preferred securities may be remarketed.

    If a Tax Event, a Regulatory Capital Event or Investment Company Event (each as defined under "Description of the Warrants—Redemption Upon Special Event") occurs, we may:

•

liquidate the trust and distribute the debentures to the beneficial holders of preferred securities; or



•

in certain circumstances, cause a remarketing of the preferred securities and a redemption of the warrants. See "Description of the Warrants—Redemption Upon Special Event."

    In addition, at any time after May 3, 2006, we may cause a remarketing of the preferred securities and a redemption of the warrants if the price of our common stock reaches specified levels.

    A Tax Event which permits us to remarket the preferred securities constitutes a taxable event to the beneficial holders of the preferred securities. In connection with a remarketing of the preferred securities, the maturity date of the debentures will change to the date which is 60 days from the remarketing.

    Because holders of preferred securities may receive debentures at any time, upon the occurrence of specified events, prospective purchasers of units are also making an investment decision with regard to the debentures and should carefully review all the information regarding the debentures.

    In connection with a remarketing of the preferred securities you will only be entitled to the accreted value, and not the stated liquidation amount, of the preferred securities.

You may be required to elect to exercise your warrants within three business days of notification of an election by Washington Mutual to optionally redeem the warrants.

    Washington Mutual is required to give holders of the warrants no more than four business days' notice of its election to redeem the warrants. The warrants will be redeemed on the redemption date unless a warrant holder affirmatively elects to exercise its warrants. As a result, upon an election by Washington Mutual to redeem the warrants, a holder may have only three business days to elect to exercise its warrants in lieu of a redemption. If a holder does not receive the redemption notification because of illness, absence or other circumstances the warrants held by that holder will be redeemed.

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Because of the abbreviated notification period, a warrant holder who intends to exercise its warrant upon an optional redemption of the warrants may want to provide standing instructions for exercise of the warrants and delivery of the shares to the warrant agent. See "Description of the Warrants—Optional Redemption—Procedures".

The guarantee and your rights under the guarantee are limited.

    Under the guarantee executed by us, we guarantee to the holders of the preferred securities, but only to the extent the trust has funds available for these payments, the payment of:

•

any accumulated and unpaid distributions required to be paid on the preferred securities;



•

the redemption price with respect to the preferred securities called for redemption and the repurchase price of preferred securities to be repurchased; and



•

upon any termination of the trust (other than in connection with the distribution of debentures to the holders of the preferred securities or a redemption of all the preferred securities), the lesser of (a) the aggregate of the accreted value and all accumulated and unpaid distributions on the preferred securities to the date of the payment, to the extent the trust has funds available or (b) the amount of assets of the trust remaining available for distribution to holders of the preferred securities in liquidation of the trust.

    The guarantee is qualified as an indenture under the Trust Indenture Act of 1939. The Property Trustee is indenture trustee under the guarantee for the purposes of compliance with the provisions of the Trust Indenture Act. The Guarantee Trustee holds the guarantee for the benefit of the holders of the preferred securities.

    The holders of a majority in liquidation amount of the preferred securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee or to exercise any trust or power conferred upon the Guarantee Trustee under the guarantee. If the Guarantee Trustee fails to enforce such guarantee, any holder of preferred securities may sue us directly to enforce such holder's right to receive payment under the guarantee without first suing the trust, the Guarantee Trustee or any other person or entity. If we default on our obligation to pay amounts on the debentures, the trust would lack available funds for the payment of distributions or amounts payable on redemption of the preferred securities or otherwise. The holders of the preferred securities would not be able to rely upon the guarantee for payment of those amounts. A holder of the preferred securities could instead rely on the enforcement by:

•

the Property Trustee of its rights as registered holder of the debentures against us to the terms of the debentures or



•

such holder of its right to bring a suit directly against us to enforce payments on the debentures.

    The declaration states that each holder of preferred securities agrees to the provisions of the guarantee (including the subordination provisions) and the indenture.

Our obligations under the guarantee and the debentures are subordinated to our obligations to pay senior debt.

    Our obligations under the guarantee and the debentures are subordinate and junior in right of payment to all of our present and future senior indebtedness. "Senior indebtedness" includes:

•

all of our indebtedness for money borrowed (other than trade accounts payable in the ordinary course of business) or incurred in connection with the acquisition of properties or assets;



•

all of our obligations under leases required or permitted to be capitalized under generally accepted accounting principles;

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•

any indebtedness of others of the kinds described above for which Washington Mutual is liable as guarantor or otherwise; and



•

amendments, renewals, extensions and refundings of the indebtedness described above,

unless any of the debt described above expressly provides that the indebtedness is not superior in right of payment to the debentures.

    In addition, because we are a holding company, both the guarantee and the debentures are structurally subordinated to all of our subsidiaries' obligations.

    No payment of principal of (including redemption) or interest on the debentures may be made:

•

if any senior indebtedness is not paid when due and any applicable grace period with respect to such default has ended and the default is not cured or waived or has ceased to exist, or



•

if the maturity of any senior indebtedness has been accelerated because of a default.

    The terms of our other debt may preclude us from paying interest on the debentures, or distributions on the preferred securities. As a result, we may defer these payments. As of March 31, 2001, the senior indebtedness of Washington Mutual was approximately $2.5 billion and the total liabilities of our subsidiaries (excluding deposits) aggregated to approximately $111.89 billion. There are no terms in the units, the preferred securities, the debentures or the guarantee that limit our or our subsidiaries' ability to incur additional indebtedness, including secured indebtedness and other indebtedness that ranks senior to the debentures and the guarantee.

The debentures do not contain certain restrictive covenants.

    The terms of the debentures do not contain several types of restrictive covenants that would protect holders of debentures from transactions that may adversely affect the holders. In particular, the indenture governing the debentures does not contain covenants that limit our ability, absent exercise of our deferral option, to pay dividends or make distributions on, or redeem or repurchase, our capital shares and does not contain provisions that would give holders of the debentures the right to require us to repurchase their debentures in the event of a change of control of Washington Mutual or a decline in the credit rating of us or our debt securities as a result of a takeover, recapitalization or similar restructuring, or any other reason. In addition, the indenture does not limit our ability to incur additional indebtedness and therefore does not contain provisions that afford holders of the debentures protection in the event of a highly leveraged transaction or other similar transaction involving us that may adversely affect the holders.

You must rely on the enforcement rights of the Property Trustee.

    If:

•

the trust fails to pay distributions in full on the preferred securities (other than pursuant to a deferral of interest during an extension period) or



•

a Trust Enforcement Event (as defined under "Description of the Preferred Securities—Trust Enforcement Events"), including a failure by us to make payments on the debentures, occurs and is continuing,

the holders of preferred securities must rely upon the enforcement rights of the Property Trustee, as a holder of the debentures. The holders of a majority in liquidation amount of the preferred securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to direct the exercise of any trust or power conferred upon the Property Trustee under the declaration, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the debentures.

12

    If the Property Trustee fails to enforce its rights under the debentures, a holder of preferred securities may sue us directly to enforce the Property Trustee's rights under the debentures without first suing the Property Trustee. If a Trust Enforcement Event has occurred and is continuing and is attributable to our failure to pay interest, principal or premium on the debentures when due, then the registered holder of the preferred securities may sue directly for enforcement of payment to the holder of the principal, premium or interest on the debentures having a principal amount equal to the aggregate liquidation amount of the preferred securities of such holder. As the holder of the common securities of the trust, we are subrogated to the rights of such holder of preferred securities under the declaration to the extent of any payment made by us to such holder of preferred securities in that suit. The holders of preferred securities will not be able to exercise directly any other remedy available to the holders of the debentures.

Holders of preferred securities have only limited voting rights.

    Holders of preferred securities have limited voting rights and are not entitled to vote to appoint, remove or replace, the trustees. Holders are not able to increase or decrease the number of the trustees. Those voting rights are held exclusively by the holders of the common securities of the trust, which is initially us.

Because of the lack of an established trading market for the units, the preferred securities and the warrants you may not be able to sell your units, preferred securities or warrants at all or at an attractive price.

    The units, the preferred securities and the warrants constitute a new issue of securities with no established trading market. There can be no assurance that an active market will develop. In addition, there can be no assurance that any trading market will be liquid. If a market develops, the securities could trade at prices that may be higher or lower than the offering price. This could depend on many factors, including:

•

prevailing interest rates;



•

our operating results; and



•

the market for similar securities.

No assurance can be given that the holders of the units, the preferred securities or the warrants will be able to sell their securities or regarding the prices at which the securities may be sold.

Either satisfaction of the requirements of exemption from registration of the Securities Act or an effective registration statement and delivery of a current prospectus is required for the exercise of warrants.

    If a holder of the warrant has received warrants in a transaction exempt from registration requirements under the Securities Act, whether or not the warrant has been separated from a preferred security, they will effectively be able to exercise their warrants only if:

•

the sale of those shares is exempt from registration requirements under the Securities Act and



•

those shares have been registered, qualified or are exempt under the securities laws of the state where the exercising holder of warrants resides.

    In such circumstances, in order to exercise their warrants, holders of the warrants must furnish to the trustee such certifications, legal opinions or other information as we may reasonably require to confirm that the proposed transfer is being made pursuant to the exemption from registration under the Securities Act.

13

    If a holder of a warrant has received a warrant transferred pursuant to an effective shelf registration statement, whether or not they have been separated from a preferred security, they will effectively be able to exercise their warrants only if:

•

such shelf registration statement is effective;



•

those shares have been registered, qualified or are exempt under the securities laws of the state where the exercising holder of warrants resides; and



•

a current prospectus is delivered to that holder.

    We currently have an effective registration statement covering the common stock issuable upon exercise of the warrants. There can be no assurance that we will:

•

maintain the effectiveness of that registration statement;



•

have all the common stock registered or qualified under state securities laws; or



•

be able to deliver a current prospectus to warrant holders.

The warrant agreement governing the warrants states that the original expiration date of the warrants will be extended to the extent we fail to satisfy any of the foregoing requirements.

We have the option to extend interest payment periods, which may result in adverse tax consequences and adversely affect the market price of the preferred securities.

    We have the right to defer payments of interest on the debentures by extending the interest payment period for extension periods not exceeding 20 consecutive quarters with respect to each deferral period, provided that no extension period may extend beyond maturity of the debentures. Prior to the end of an extension period, we may, and at the end of such extension period we shall, pay all interest then accrued and unpaid (together with interest thereon at the stated rate borne thereby, compounded quarterly to the extent permitted by applicable law). Prior to the termination of any extension period we may further extend the extension period, provided that such extension period, together with all previous and further extensions, may not exceed 20 consecutive quarters or extend beyond maturity of the debentures. Upon termination of any extension period and the payment of all amounts then due, including interest on deferred interest payments, we may select a new extension period, subject to the above requirements. If interest payments on the debentures are deferred, distributions on the preferred securities also will be deferred and we, or any of our subsidiaries, will not be permitted, subject to certain exceptions set forth herein, to

•

declare or pay dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock; or



•

make any payment of principal of, interest or premium, if any, on, or repay, repurchase or redeem any indebtedness that ranks on par with or junior in interest to the debentures or make any guarantee payment with respect to any guarantees by us of the debt securities of any our subsidiaries if such guarantee ranks on a par with or junior in interest to the debentures.

    During an extension period, interest on the debentures will continue to accrue and, as a result, distributions on the preferred securities will accumulate. See "Description of the Preferred Securities—Distributions" and "Description of the Debentures—Option to Extend Interest Payment Period."

    Should an extension period occur, you will be required to accrue the stated interest payments (in the form of original issue discount) in income in respect of your pro rata share of the debentures held by you for United States federal income tax purposes. As a result, you will be required to include such interest in gross income for United States federal income tax purposes in advance of receipt of cash, and will not receive cash related to such income from the trust if you dispose of your preferred securities prior to the record date for the payment of distributions. See "Material United States Federal

14

Income Tax Consequences—Preferred Securities—Interest Income, Original Issue Discount, Market Discount, and Premium."

    We have no current intention of exercising our right to defer payments of interest by extending the interest payment period on the debentures. However, should we elect to exercise such right in the future, the market price of the preferred securities is likely to be adversely affected. If you dispose of your preferred securities during an extension period, you might not receive the same return on your investment that you would if you continue to hold your preferred securities. In addition, as a result of the existence of our right to defer interest payments, the market price of the preferred securities (which represent an undivided beneficial ownership interest in the debentures) may be more volatile than other securities that do not have such rights.

Accrual of original issue discount will have tax consequences for holders of the preferred securities.

    The original purchase price of the units was allocated to the preferred securities and the warrants in proportion to their respective fair market values at the time of the original purchase. This allocation caused the preferred securities to have a stated redemption price at maturity greater than their issue price. As a result, the debentures are being treated as issued with original issue discount. If you purchase a unit or a preferred security, you will be required to accrue an amount of original issue discount in gross income each year in advance of the receipt of cash attributable to that income. See "Material United States Federal Income Tax Consequences—Preferred Securities—Interest Income, Original Issue Discount, Market Discount, and Premium."

USE OF PROCEEDS

    The selling securityholders will receive all of the net proceeds from the sale of the securities pursuant to this prospectus. We will not receive any of the proceeds from the sale of the securities by the selling securityholders.

RATIO OF EARNINGS TO FIXED CHARGES

    The following table contains Washington Mutual's ratio of earnings to fixed charges for each of the periods indicated.

Year Ended December 31,					Three Months Ended March 31,
1996	1997	1998	1999	2000	2000	2001
1.10	1.24	1.34	1.38	1.31	1.32	1.39

    For purposes of this ratio, earnings consist of earnings before income taxes plus fixed charges. Fixed charges consist of interest expense and the estimated interest portion of rent expense.

RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED DIVIDENDS

    The following table contains Washington Mutual's ratio of earnings to fixed charges and preferred dividends for each of the periods indicated.

Year Ended December 31,					Three Months Ended March 31,
1996	1997	1998	1999	2000	2000	2001
1.08	1.24	1.34	1.38	1.31	1.32	1.39

    For purposes of this ratio, earnings consist of earnings before income taxes plus fixed charges. Fixed charges consist of interest expense and the estimated interest portion of rent expense.

15

BUSINESS

    With a history dating back to 1889, Washington Mutual, Inc. is a financial services company committed to serving consumers and small to mid-sized businesses. Based on our consolidated assets at December 31, 2000, we were the largest savings institution and the seventh largest banking company in the United States.

    Our business operations are conducted by our subsidiaries. Our principal banking subsidiaries are Washington Mutual Bank, FA, Washington Mutual Bank and Washington Mutual Bank fsb. Our other principal subsidiaries are Washington Mutual Finance Corporation, Long Beach Mortgage Company, Washington Mutual Home Loans, Inc. and WM Financial Services, Inc. Our banking subsidiaries accept deposits from the general public, make, buy and sell residential loans, consumer loans, and commercial loans, and engage in certain commercial banking activities. We originate, purchase, sell and service specialty mortgage finance loans through Long Beach Mortgage Company and consumer finance loans through Washington Mutual Finance Corporation. We market annuities and other insurance products, offer full service securities brokerage operations, and act as the investment advisor to and the distributor of mutual funds through WM Financial Services and its affiliates.

    Our assets have grown over the last five years primarily through acquisitions. In 1996, we acquired Keystone Holdings, Inc., the parent of American Savings Bank, F.A. This acquisition gave us our first depository institution in California. In 1997, we acquired Great Western Financial Corporation and in October 1998, we acquired H.F. Ahmanson & Co. In February 1998, Ahmanson had acquired Coast Savings Financial, Inc. On January 31, 2001, we acquired the mortgage operations of The PNC Financial Services Group, Inc. On February 9, 2001, we acquired Texas-based Bank United Corp. As a result of these acquisitions, our company has been transformed into a national financial services company. Although we operate principally in California, Washington, Oregon, Florida, Texas and Utah, we have physical operations in 42 states.

16

THE TRUST

    The Trust is a statutory business trust formed under the Trust Act pursuant to (i) a declaration of trust, dated as of April 23, 2001 executed by Washington Mutual, as sponsor, and Diane L. Kelleher, Craig S. Davis, and William A. Longbrake, as Trustees and (ii) a certificate of trust, dated as of April 23, 2001, filed with the Secretary of State of the State of Delaware. The Trust's business and affairs are conducted by the Trustees: The Bank of New York, as Property Trustee and The Bank of New York (Delaware) as Delaware Trustee, and three individual Administrative Trustees who are employees or officers of or affiliated with Washington Mutual. The Trust exists for the exclusive purpose of (i) issuing and selling the preferred securities and common securities of the Trust (collectively, the "Trust Securities"), (ii) investing the gross proceeds from such sales in the debentures and (iii) engaging in only those other activities necessary or incidental thereto. Accordingly, the debentures are the sole assets of the Trust, and payments under the debentures will be the sole revenue of the Trust. All of the common securities are owned by Washington Mutual. The common securities rank on a par, and payments will be made thereon pro rata, with the preferred securities, except that upon the occurrence and continuance of an event of default under the declaration of Trust resulting from an event of default under the indenture (an "Indenture Event of Default"), the rights of Washington Mutual as holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise are subordinated to the rights of the holders of the preferred securities. Washington Mutual acquired common securities in an aggregate liquidation amount equal to 3% of the total capital of the Trust.

    The Property Trustee holds title to the debentures for the benefit of the holders of the Trust Securities and, as the holder of the debentures, the Property Trustee has the power to exercise all rights, powers and privileges of a holder of debentures under the indenture. In addition, the Property Trustee maintains exclusive control of a segregated non-interest bearing trust account (the "Property Account") to hold all payments made in respect of the debentures for the benefit of the holders of the Trust Securities. The Guarantee Trustee holds the Guarantee for the benefit of the holders of the Trust Securities. Washington Mutual, as the holder of all the common securities, has the right to appoint, remove or replace any of the Trustees and to increase or decrease the number of Trustees; provided that the number of Trustees will be at least three; and provided further that at least one Trustee will be a Delaware Trustee, at least one Trustee will be the Property Trustee and at least one Trustee will be an Administrative Trustee. Under the indenture, Washington Mutual, as issuer of the debentures, has agreed to pay all fees and expenses related to the organization and operations of the Trust (including any taxes, duties, assessments or governmental charges of whatever nature imposed by the United States, or any other taxing authority upon the Trust or any payment by the Trust to holders of Trust Securities) and the offering of the preferred securities and be responsible for all debts and obligations of the Trust (other than with respect to the preferred securities).

    For so long as the preferred securities remain outstanding, Washington Mutual covenants (i) to maintain directly or indirectly ownership of all of the common securities, (ii) to cause the Trust to remain a statutory business trust and not to voluntarily dissolve, wind-up, liquidate or be terminated, except as permitted by the declaration of trust, (iii) to use its commercially reasonable efforts to ensure that the Trust will not be an "investment company" for purposes of the Investment Company Act of 1940, as amended from time to time, or any successor legislation (the "1940 Act") and (iv) to take no action that would be reasonably likely to cause the Trust to be classified as an association or a partnership taxable as a corporation for United States federal income tax purposes.

    The rights of the holders of preferred securities, including economic rights, rights to information and voting rights, are set forth in the declaration of trust, the Trust Act and the Trust Indenture Act. The declaration of trust and the Guarantee also incorporate by reference the terms of the Trust Indenture Act.

17

    The office of the Delaware Trustee is 101 Barclay Street, Floor 21 West, New York, New York 10286. The location of the principal executive office of the Trust is 1201 Third Avenue, Seattle, Washington 98101.

    It is anticipated that the Trust will not be subject to the reporting requirements under the Securities Exchange Act of 1934.

18

DESCRIPTION OF THE UNITS

    We have summarized the description of the terms of the units and of the warrants, the preferred securities, the debentures and the guarantee under the captions "Description of the Warrants," "Description of the Preferred Securities," "Description of the Debentures," and "Description of the Guarantee" in this prospectus. These summaries are not complete.

    The unit agreement was filed as an exhibit to the registration statement. We urge you to read the unit agreement, including the forms of the unit, and the warrant agreement (including definitions of terms) because they, and not this description, define your rights as holder of the units. You may request copies of these documents from us at our address set forth below under "Where You Can Find Additional Information."

General

    Each unit consists of:

•

a preferred security, having a stated liquidation amount of $50, representing an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the debentures; and



•

a warrant to purchase, at any time prior to May 3, 2041, 1.2081 shares (subject to antidilution adjustments) of common stock of Washington Mutual. The exercise price on the initial date of issuance was $32.33 and will accrete on a daily basis as described in this prospectus to $50 on the expiration date.

    At any time after issuance, the preferred security and the warrant components of each unit may be separated by the holder thereof and transferred separately, and thereafter, a separated preferred security and warrant may be combined to form a unit. Prior to the registration of unit securities under the Securities Act, preferred securities and warrants that are to be combined to form units must have been transferred pursuant to the same exemption from registration under the Securities Act as the preferred security or warrant, as applicable, with which they are to be combined.

    The $50 purchase price of each unit was allocated between the preferred security and the warrant comprising such unit in proportion to their respective fair market values at the time of issue. At the time of issuance, the fair market value of each preferred security was $32.33 and the fair market value of each warrant was $17.67. Such position generally will be binding on each beneficial owner of a unit (but not on the Internal Revenue Service). See "Material United States Federal Income Tax Consequences—Allocation of Purchase Price of the Units" in this prospectus.

Distributions

    Holders of units are entitled to receive cumulative cash distributions payable on the related preferred securities by the Trust at the rate of 5.375% of the stated liquidation amount per annum, payable quarterly in arrears, subject to reset upon a remarketing as described under "Description of the Debentures—Interest." The ability of the Trust to pay the quarterly distributions on the preferred securities will depend solely upon its receipt of corresponding interest payments from Washington Mutual on the debentures. Distributions accumulate from April 30, 2001. Interest on the debentures not paid on the scheduled quarterly interest payment date will accrue and compound quarterly, to the extent permitted by law, at the applicable interest rate, and, as a result, distributions on the preferred securities will continue to accumulate and compound quarterly, to the extent permitted by law, at the applicable distribution rate.

19

    Holders of units are also entitled to receive a pro rata distribution of payments of principal on the debentures, except that payments of principal following an exchange of preferred securities for debentures will be paid to the holder of the debentures.

    At all times, the distribution rate, the distribution dates and other payment dates for the units will correspond to the interest rate, interest payment dates and other payment dates on the debentures, which will be the sole assets of the Trust.

    Distributions on the units will be paid only to the extent that payments are made in respect of the debentures and to the extent that the Trust has funds available for the payment of such distributions. See "Description of the Debentures." If Washington Mutual does not make payments on the debentures, the Trust will not have funds available to pay distributions on the units.

    So long as Washington Mutual is not in default in the payment of interest on the debentures, and so long as a failed remarketing has not occurred, Washington Mutual has the right under the indenture to defer payments of interest on the debentures by extending the interest payment period at any time, and from time to time, on the debentures. As a consequence of each such extension, distributions on the units would be also deferred (but despite such deferral payments of interest would continue to accrue at the then applicable interest rate per annum compounded quarterly, to the extent permitted by applicable law, and, as a result, distributions would continue to accumulate at the then applicable distribution rate compounded quarterly, to the extent permitted by law) by the Trust for a corresponding period. Such right to extend the interest payment period for the debentures is limited to a period not exceeding 20 consecutive quarters and no extension may extend beyond the stated maturity of the debentures. In the event that Washington Mutual exercises this right to defer payments of interest, then Washington Mutual will not, and will not permit any subsidiary to,

•

declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of Washington Mutual's capital stock or



•

make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of Washington Mutual that rank equally with or junior in interest to the debentures or make any guarantee payments with respect to any guarantee by Washington Mutual of the debt securities of any subsidiary of Washington Mutual if such guarantee ranks equally with or junior in interest to the debentures.

    Notwithstanding the foregoing the following will be permitted:

•

dividends or distributions in common stock or rights to acquire common stock of Washington Mutual,



•

payments under the Guarantee,



•

any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto,



•

purchases of common stock related to the issuance of common stock or rights under any of Washington Mutual's benefit plans and



•

repurchases of common stock by Washington Mutual in connection with acquisitions of businesses made by Washington Mutual (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

    Prior to the termination of any extension period, Washington Mutual may further defer payments of interest by extending the interest payment period, provided that such extension period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarters or extend beyond the stated maturity of the debentures. Upon the termination of any extension period and the

20

payment of all amounts then due, Washington Mutual may commence a new extension period, subject to the above requirements. Washington Mutual has no current intention of exercising its right to defer payments of interest by extending the interest payment period of the debentures.

Change of Control

    If a Change of Control occurs, each holder of a unit will have the right to:

•

require Washington Mutual to redeem that holder's related warrant on the date that is 45 days after the date Washington Mutual gives notice at a redemption price in cash equal to 100% of the warrant value on the redemption date; and



•

exchange that holder's related preferred security for a debenture having an accreted value equal to the accreted value of such preferred security and to require Washington Mutual to repurchase such debenture on the repurchase date at a repurchase price in cash equal to 100% of the accreted value of the debenture on the repurchase date plus accrued and unpaid interest (including deferred interest) on the debentures to, but excluding, the repurchase date.

    Within 30 days after the occurrence of a Change of Control, Washington Mutual must give notice to each holder of a unit and the unit agent of the transaction that constitutes the Change of Control and of the resulting redemption right and repurchase right.

    To exercise the warrant redemption right, a unit holder must deliver prior to or on the 30th day after the date of Washington Mutual's notice irrevocable written notice to the warrant agent of the holder's exercise of its redemption right.

    To exercise the preferred security repurchase right, a holder must deliver no earlier than 60 days and no later than 90 days after the date of Washington Mutual's notice irrevocable written notice to Washington Mutual, the Trust, and the Property Trustee (in its capacity as property trustee and exchange agent) of the holder's exercise of its repurchase right.

    The preferred securities will be exchanged for debentures no less than three business days prior to the repurchase date.

    A "Change of Control" will be deemed to have occurred when any of the following has occurred:

•

the acquisition (other than open market purchases on any national securities exchange on which Washington Mutual's capital stock is traded) by any person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions of shares of Washington Mutual's capital stock entitling that person to exercise 50% or more of the total voting power of all shares of Washington Mutual's capital stock entitled to vote generally in elections of directors, other than any acquisition by Washington Mutual, any of Washington Mutual's subsidiaries or any of Washington Mutual's employee benefit plans; or



•

the consolidation or merger of Washington Mutual with or into any other person, any merger of another person into Washington Mutual, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of Washington Mutual's properties and assets to another person, other than:

    —any transaction

(1)

that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Washington Mutual's capital stock and

(2)

notwithstanding such transaction during any period of two consecutive years after such transaction individuals who at the beginning of such period constituted the board of directors of Washington

21

Mutual (together with any new directors whose election or appointment by such board or whose nomination for election by the shareholders of Washington Mutual was approved by a vote of not less than two-thirds of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) continue to constitute a majority of the board of directors of Washington Mutual then in office; or

    —any merger solely for the purpose of changing Washington Mutual's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of common stock solely into shares of common stock of the surviving entity.

    The beneficial owner shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act. The term "person" includes any syndicate or group which would be deemed to be a "person" under Section 13(d)(3) of the Exchange Act.

    However, a Change of Control will not be deemed to have occurred if:

•

the closing sale price per share of Washington Mutual's common stock for any five trading days within the period of 10 consecutive trading days ending immediately after the later of the Change of Control or the public announcement of the Change of Control, in the case of a Change of Control under the first clause above, or the period of 10 consecutive trading days ending immediately before the Change of Control, in the case of a Change of Control under the second clause above, equals or exceeds 110% of the exercise price of the warrants at maturity (as adjusted); or



•

at least 90% of the consideration in the transaction or transactions constituting a Change of Control consists of shares of common stock traded or to be traded immediately following such Change of Control on a national securities exchange or the Nasdaq National Market and, as a result of such transaction or transactions, the warrants become exercisable solely into such common stock (and any rights attached thereto).

    Except as described above with respect to a Change of Control, the unit agreement does not contain provisions that permit the holders of units to require that Washington Mutual redeem the warrants or repurchase the debentures in the event of a takeover, recapitalization or similar transaction. In addition, Washington Mutual could enter into certain transactions, including acquisitions, refinancings or other recapitalization, that could affect Washington Mutual's capital structure or the value of Washington Mutual's common stock, but that would not constitute a Change of Control.

    Washington Mutual will comply with the requirements of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the redemption of the warrants or the repurchase of the debentures as a result of a Change of Control.

    Washington Mutual's ability to redeem warrants or repurchase debentures upon the occurrence of a Change of Control is subject to important limitations. The occurrence of a Change of Control could cause an event of default under, or be prohibited or limited by, the terms of Washington Mutual's senior debt. As a result, any redemption of the warrants or repurchase of the debentures would, absent a waiver, be prohibited under the indenture until the senior debt is paid in full. Further, there can be no assurance that Washington Mutual would have the financial resources, or would be able to arrange financing, to pay the redemption price or repurchase price for all the warrants and debentures, as the case may be, that might be delivered by holders of the units seeking to exercise the redemption right and repurchase right. Any failure by Washington Mutual to redeem the warrants or repurchase the debentures when required following a Change of Control would result in an event of default under the unit agreement or the declaration of trust, whether or not such redemption or repurchase is permitted by the indenture. Any such default may, in turn, cause a default under senior debt.

22

Amendment and Modification of the Unit Agreement

    The unit agreement may be amended by Washington Mutual and the unit agent, without consent of the holders, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision therein or in any other manner which Washington Mutual and the unit agent may deem necessary or desirable and which will not adversely affect the interests of the affected holders.

    The unit agreement contains provisions permitting Washington Mutual and the unit agent, with the consent of the holders of a majority of the units at the time outstanding, to modify the rights of the holders of the units and the terms of the unit agreement, except that no modification may, without the consent of the holder of each outstanding unit affected thereby:

•

materially adversely affect the holders' rights under any unit; or



•

reduce the aforesaid percentage of outstanding units the consent of holders of which is required for the modification or amendment of the provisions of the unit agreement.

23

DESCRIPTION OF THE WARRANTS

    We have summarized selected terms of the warrants. The summary is not complete. The warrants, which form a part of the units and which may trade separately from the preferred securities also forming a part of the units, were issued pursuant to the warrant agreement between Washington Mutual and The Bank of New York, as warrant agent.

    The warrant agreement was filed as an exhibit to the registration statement. We urge you to read the warrant agreement, including the form of the warrant, (including definitions of terms) because they, and not this description, define your rights as holder of the warrants (including as a component of the units). You may request copies of these documents from us at our address set forth below under "Where You Can Find Additional Information."

General

    A warrant, unless exercised, automatically expires on the close of business on May 3, 2041 or earlier as described under "—Optional Redemption." A warrant is exercisable at any time, subject to satisfaction of certain conditions set forth below, at the applicable exercise price. The warrant exercise price was initially $32.33 and the warrant exercise price on the expiration date of the warrants will equal $50. The warrant exercise price will accrete on a daily basis such that on any given date of calculation it will be equal to $32.33 plus accretion of the difference between the initial warrant exercise price and the warrant exercise price on the expiration date, calculated from April 30, 2001 to the date of calculation, at the all-in yield of 8.48% per annum (on a quarterly bond equivalent basis using a 360-day year of twelve 30-day months) less $0.6719 per quarter.

    Each warrant, when exercised, will entitle the holder to purchase 1.2081 fully paid and non-assessable shares of Washington Mutual common stock. However, the exercise price and the number of shares of Washington Mutual common stock issuable upon a holder's exercise of a warrant are subject to adjustment in certain circumstances described under "—Anti-Dilution Adjustments."

    Following an exercise of a warrant which is part of a unit, other than an exercise in connection with a redemption of the warrants as described below under "—Optional Redemption," the holder will have a limited right to require the Trust to distribute its pro rata share of debentures in exchange for the preferred securities which had been part of the unit and to require Washington Mutual to repurchase the debentures. See "Description of the Preferred Securities—Limited Right to Repurchase."

    Washington Mutual's common stock is listed on The New York Stock Exchange under the trading symbol "WM". Prior to December 9, 1998, our common stock traded on The Nasdaq Stock Market under the symbol "WAMU".

Exercise of Warrants

    A holder may exercise warrants at any time prior to the close of business on May 3, 2041 (the "expiration date"), unless Washington Mutual has redeemed the warrants on an earlier date in connection with a remarketing as described below under "—Optional Redemption." A holder may exercise warrants by giving notice to the warrant agent no later than 5 p.m., New York time, on the business day before the proposed date of exercise. The exercise price on the date of exercise (other than in connection with an exercise in lieu of redemption as described below under "—Optional Redemption") will be the accreted value of the related preferred security.

    Notwithstanding a warrant holder's desire to exercise its warrants, the warrants are not exercisable unless, at the time of exercise (i) in the case of a holder who received warrants in a transaction exempt from registration requirements under the Securities Act,

24

•

the sale of the shares upon exercise of the warrants is exempt from the registration requirements of the Securities Act and



•

the shares have been registered, qualified or are deemed to be exempt under the securities laws of the state of residence of the exercising holder of the warrants.

or (ii) in the case of a holder who received warrants transferred pursuant to an effective shelf registration statement,

•

a shelf registration statement covering the issuance of the common stock upon exercise of the warrant is then in effect;



•

the shares have been registered, qualified or are deemed to be exempt under the securities laws of the state of residence of the exercising holder of the warrants; and



•

a then current prospectus is delivered to exercising holders of the warrants.

    Washington Mutual has agreed to use its best efforts (and will not be in breach of the warrant agreement for so long as it is exercising its best efforts) to

•

maintain the effectiveness of a registration statement until the later of (i) if all of the warrants expire unexercised, the expiration date of the warrants and (ii) otherwise, two years following the first date as to which no warrants remain outstanding,



•

continue to have all the shares of common stock issuable upon exercise of the warrants so registered or qualified and



•

deliver a then current prospectus to the exercising holders of the warrants, there can be no assurance that it will be able to do so.

    The scheduled May 3, 2041 expiration date will be extended if, during the 90 days immediately preceding the scheduled expiration date, Washington Mutual:

•

was required to but did not maintain an effective registration statement under the Securities Act with respect to the maximum number of shares of Washington Mutual common stock underlying the warrants;



•

did not maintain the registration or qualification of the shares under the applicable state securities laws; or



•

was required to but did not deliver a then current prospectus to exercising holders of the warrants.

    In any of those events, the expiration date will extend to the first date after the scheduled expiration date after which Washington Mutual has for a 90-day period (1) maintained an effective registration statement under the Securities Act, (2) maintained the registration or qualification under the applicable state securities laws and (3) delivered a then current prospectus to exercising holders of the warrants.

    In order to exercise a warrant, a holder must, prior to 5 p.m., New York time, on the date of exercise:

•

surrender to the warrant agent the certificate representing such warrant (in the case of a definitive warrant);



•

properly complete and execute a form of election to purchase;



•

if the warrant to be exercised was received in a transaction exempt from registration requirements under the Securities Act, furnish to the trustee such certifications, legal opinions or

25

other information as we may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from registration; and

•

pay in full (which may be a remarketing payment as described below) the exercise price for each share of Washington Mutual common stock to be received upon exercise of such warrants.

    In order to ensure timely exercise of a warrant, beneficial owners of warrants held in book-entry form should consult their brokers or other intermediaries as to applicable cut-off times they may have for accepting and implementing exercise instructions from their customers and other exercise mechanics. See "Book-Entry Issuance."

    In addition, holders who have purchased warrants pursuant to Regulation S of the Securities Act must comply with the restrictions and requirements for certification specified in Regulation S.

    Holders must pay the exercise price of their warrants in cash (including the automatic application of the proceeds of any remarketing of preferred securities as discussed under "—Optional Redemption"), by certified or official bank check or by wire transfer to an account that Washington Mutual has designated for that purpose. In no circumstances may holders of units tender their preferred securities directly toward payment of the exercise price of the warrants.

    Following an exercise of a warrant that is part of a unit other than an exercise in connection with a redemption of the warrants as described below under "—Optional Redemption," the holder will have a limited right to require the Trust to exchange the related preferred securities for a corresponding amount of debentures and to require Washington Mutual to repurchase those debentures at their accreted value. See "Description of the Preferred Securities—Limited Right to Repurchase" in this prospectus.

    A unit holder who exercises the warrant that is part of the unit in connection with an optional redemption of the warrants will satisfy in full the exercise price by applying the proceeds of the related remarketing of the related preferred securities. See "—Optional Redemption" and "Description of the Preferred Securities—Remarketing," each in this prospectus. In the event of a failed remarketing (as described under "Description of the Preferred Securities—Remarketing"):

•

the warrants will still be redeemed on the redemption date (that is, a successful remarketing of the preferred securities will not be a condition to the redemption of the warrants on the redemption date); and



•

the holder will still have the option of exercising its warrant in lieu of such redemption by paying the exercise price in cash.

    A unit holder who exercises the warrant that is part of the unit in connection with the expiration of the warrant will satisfy in full the exercise price by applying the proceeds of the related remarketing of the related preferred securities. See "Description of the Preferred Securities—Remarketing" in this prospectus. In the event of a failed remarketing:

•

the warrants will still expire on May 3, 2041 (that is, a successful remarketing of the preferred securities on May 1, 2041 will not be a condition to the expiration of the warrants on May 3, 2041); and



•

the holder will still have the option of exercising its warrant prior to expiration by paying the exercise price in cash.

    No service charge will be made for registration of transfer or exchange upon surrender of any warrant certificate at the office of the warrant agent maintained for that purpose. Washington Mutual may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration or transfer or exchange of warrant certificates.

26

    If a holder has satisfied all of the procedures for exercising its warrants, and Washington Mutual has satisfied or caused to be satisfied the conditions to exercise set forth above, on the exercise date, Washington Mutual will deliver or cause to be delivered to such holder, or upon such holder's written order, a certificate representing the requisite number of shares of Washington Mutual common stock to be received upon exercise of such warrants. If a holder exercises less than all of the warrants evidenced by a definitive warrant, a new definitive warrant will be issued to such holder for the remaining number of warrants.

    No fractional shares of Washington Mutual common stock will be issued upon exercise of a warrant. At the time of exercise of a warrant, Washington Mutual will pay the holder of such warrant an amount in cash equal to the then current market price of any such fractional share of Washington Mutual common stock.

    Unless the warrants are exercised, the holders thereof will not be entitled to receive dividends or other distributions, to vote, to receive notices for any Washington Mutual shareholders meeting for the election of directors or any other purpose, or to exercise any other rights whatsoever as a Washington Mutual shareholder.

    In the event a bankruptcy or reorganization is commenced by or against Washington Mutual, a bankruptcy court may decide that unexercised warrants are executory contracts that may be subject to Washington Mutual's rejection with approval of the bankruptcy court. As a result, a holder of warrants may not, even if sufficient funds are available, be entitled to receive any consideration or may receive an amount less than such holder would be entitled to receive if such holder had exercised its warrants before the commencement of any such bankruptcy or reorganization.

Optional Redemption

    Prior to May 3, 2006, Washington Mutual may not redeem the warrants. Subsequently, Washington Mutual may, subject to satisfaction of the conditions set forth under "—Conditions to Optional Redemption," redeem the warrants for cash in an amount equal to the warrant value if on any date but prior to May 3, 2041, the closing price of Washington Mutual common stock exceeds and has exceeded $49.66 per share, subject to adjustment as described under "—Anti-Dilution Adjustments," for at least 20 trading days within the immediately preceding 30 consecutive trading days.

    We refer to these circumstances under which the price of Washington Mutual reaches a specified level for a specified time period as an "optional redemption event." Washington Mutual may elect to redeem the warrants within ten business days of an optional redemption event.

    A "trading day" means any day on which shares of Washington Mutual common stock or other capital stock then issuable upon exercise of the warrants:

•

are not suspended from trading on any national securities association or exchange or over-the-counter market at the close of business; and



•

have traded at least once on the national securities association or exchange or over-the-counter market that is the primary market for the trading of Washington Mutual common stock.

    If there occurs an optional redemption event and the conditions to an optional redemption have been satisfied (see "—Conditions to Optional Redemption" below) and Washington Mutual elects to redeem the warrants, Washington Mutual will be obligated to cause a remarketing of the preferred securities at a price equal to their accreted value. Holders of preferred securities, whether or not holders of units, may elect to participate in the remarketing. See "Description of the Preferred

27

Securities—Remarketing." The settlement date of the remarketing shall be the redemption date. On the redemption date, a warrant holder will have the choice of:

•

receiving the warrant value for such date, which will be equal to $50 minus the exercise price of the warrant as of the end of the day next preceding the remarketing date; or



•

exercising the warrant by tendering the warrant and the warrant exercise price as of the day next preceding the remarketing date, and following the procedures set forth above under "—Exercise of Warrants."

If the warrant holder does not elect to exercise the warrant, the warrant will be redeemed on the redemption date. To exercise the warrant, the warrant holder will be required to tender cash. If, however,

•

a holder exercising warrants holds such warrants as part of units on the remarketing date; and



•

the holder has not opted out of participating in the remarketing of the preferred securities,

then, upon a successful remarketing, the proceeds of such remarketing will be applied by the remarketing agent no later than the remarketing settlement date to pay the exercise price of the warrants (a "remarketing payment"). In the event of a failed remarketing:

•

the warrants will still be redeemed for cash in an amount equal to the warrant value on the redemption date (which would have also been the remarketing settlement date); and



•

holders of warrants who have elected to exercise their warrants (which final date for election will occur after the remarketing date) will be obligated to tender the applicable exercise price in cash.

    A redemption of the warrants will be conditioned upon a contemporaneous remarketing—whether successful or failed—of the preferred securities. A warrant will cease to be outstanding upon payment by Washington Mutual of the warrant value on a redemption date or upon exercise of the warrant. In the absence of an election to the contrary, unit holders will be deemed to have elected to participate in the remarketing.

Procedures

    Washington Mutual must cause written notice of its election to redeem the warrants to be given to the holders of the units and the warrants within four business days of an optional redemption event. As long as the units and warrants are evidenced by one or more global certificates deposited with DTC, Washington Mutual also will request, not less than four nor more than 20 business days prior to the redemption date, that DTC notify its participants holding units or warrants of the redemption. Washington Mutual may select a date, not less than four nor more than 20 business days after the date written notice is given to the holders of units and warrants, on which the redemption shall occur (the "redemption date"). In addition, notice of redemption will be published in a newspaper of general circulation in New York City, New York no less than four business days before the redemption date.

    If Washington Mutual gives a notice of redemption in respect of the warrants, then, by 12:00 noon, New York City time, on the redemption date, Washington Mutual will deposit irrevocably with DTC consideration sufficient to pay the warrant value for all warrants registered in the name of DTC's nominee, Cede & Co. (other than warrants held by persons electing to exercise their warrants in lieu of a redemption). See "Book-Entry Issuance." If any warrants are not represented by one or more global certificates, Washington Mutual will irrevocably deposit with the paying agent (as defined herein) for such warrants consideration sufficient to pay the applicable warrant value and will give the paying agent irrevocable instructions and authority to pay the warrant value to the holders thereof upon surrender of their certificates evidencing the warrants.

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    If notice of redemption shall have been given and consideration deposited or paid as required, then immediately prior to the close of business on the date of such redemption, all rights of the holders of warrants will cease, except the right of the holders of warrants to receive the warrant value (or Washington Mutual common stock if the holder elected to exercise a warrant on the redemption date), and the warrants will cease to be outstanding.

    Subject to applicable law, Washington Mutual or its subsidiaries may at any time and from time to time purchase outstanding warrants by tender, in the open market or by private agreement.

Election to Exercise

    At any time prior to 5:00 p.m., New York City time, on the business day prior to the applicable redemption date for the warrants, a warrant holder may elect, at its option, to exercise its warrants in lieu of a redemption by notifying Washington Mutual of such election, provided that Washington Mutual has satisfied or caused to be satisfied, as of the date of exercise of such warrants, the conditions to exercise of warrants set forth above under "—Exercise of Warrants." In such event, an electing warrant holder will be required to tender the exercise price (except in the case of a remarketing payment as described above) to Washington Mutual and follow the procedures for exercising warrants specified above under "—Exercise of Warrants" in order to effect an exercise on the applicable redemption date. The exercise price in connection with an exercise in lieu of redemption will be the exercise price as of the day next preceding the remarketing date.

    The warrants will be redeemed on the redemption date unless a warrant holder has affirmatively elected to exercise its warrants. As a result, upon an election by Washington Mutual to redeem the warrants, a holder may have only three business days to elect to exercise its warrants in lieu of a redemption. If a holder does not receive the redemption notification because of illness, absence or other circumstances the warrants held by that holder will be redeemed. Because of the abbreviated notification period, a warrant holder who intends to exercise its warrant upon an optional redemption of the warrants may want to provide standing instructions for exercise of the warrants and delivery of the shares to the warrant agent. See "Description of the Warrants—Optional Redemption—Procedures".

Conditions to Optional Redemption

    The following are conditions precedent to the right (or obligation) of Washington Mutual to redeem the warrants:

•

as of the date on which Washington Mutual elects to redeem the warrants and on the redemption date, a registration statement covering the issuance and sale or resale of shares of Washington Mutual common stock to the holders of warrants upon exercise of such warrants shall be effective under the Securities Act or such issuance and sale shall be exempt from the registration requirements of the Securities Act;



•

as of the date on which Washington Mutual elects to redeem the warrants and on the redemption date, the shares of Washington Mutual common stock shall have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of each holder of the warrants;



•

as of the redemption date, a then current prospectus shall be delivered to exercising holders of the warrants (other than holders who have received warrants in transactions exempt from the registration requirements under the Securities Act); and



•

on the redemption date, Washington Mutual shall have complied with all other applicable laws and regulations, if any, including, without limitation, the Securities Act, necessary to permit the redemption of the warrants.

29

    In addition, the conditions to a contemporaneous remarketing of the preferred securities as described below (see "Description of the Preferred Securities—Remarketing—Remarketing Procedures") must be satisfied as a condition to the contemporaneous redemption of the warrants. A failed remarketing will not constitute a failure to satisfy the conditions to remarketing.

    If a remarketing of preferred securities cannot occur, however, because of an inability to satisfy the applicable conditions precedent, the contemporaneous redemption of the warrants will be canceled.

    If a redemption cannot occur because of Washington Mutual's inability to satisfy the four conditions precedent specified above and Washington Mutual is using its best efforts to satisfy such requirements, then Washington Mutual will have the right to redeem the warrants on a subsequent date which is no later than May 3, 2041.

Redemption Upon Special Event

    If at any time

•

a Tax Event or an Investment Company Event occurs and the Administrative Trustees have been informed by an independent law firm that such firm, for substantive reasons, cannot deliver a No Recognition Opinion (as defined in "Description of the Preferred Securities—Distribution of Debentures Upon Tax or Investment Company Event") to the Trust, or



•

a Regulatory Capital Event occurs (any of the foregoing events, a "Special Event"),



•

Washington Mutual may elect, at its option, to redeem the warrants for cash in an amount equal to the warrant value, which will be equal to $50 minus the exercise price of the warrant as of the end of the day next preceding the remarketing date.

    If Washington Mutual elects to cause a redemption of the warrants upon the occurrence of a Special Event and the conditions to an optional redemption have been satisfied (see "—Conditions to Optional Redemption" below), Washington Mutual will be obligated to cause a remarketing of the preferred securities at a price equal to their accreted value. Holders of preferred securities, whether or not holders of units, may elect to participate in the remarketing. See "Description of the Preferred Securities—Remarketing." The settlement date of the remarketing shall be the redemption date. On the redemption date, a warrant holder will have the choice of:

•

receiving the warrant value for such date or



•

exercising the warrant by tendering the warrant and the exercise price, which will equal the exercise price as of the day next preceding the remarketing date, and following the procedures set forth above under "—Exercise of Warrants."

If the warrant holder does not elect to exercise the warrant, the warrant will be redeemed on the redemption date.

    The "accreted value" of a preferred security is equal to the accreted value of a debenture, which is equal to the sum of the initial purchase price of the preferred security component of each unit (i.e. $32.33) plus accretion of the discount (i.e. the difference between the principal amount of $50 payable in respect of such debenture on May 1, 2041 and such initial purchase price), calculated from April 30, 2001 to the date of calculation at the all in yield of 8.48% per annum on a quarterly bond equivalent yield basis using a 360-day year of twelve 30-day months until such sum equals $50 on May 1, 2041, less $0.6719 per quarter. For example, because the purchase price of the units initially allocable to the preferred securities is $32.33, the accreted value of a debenture will be equal to $32.6628 on May 1, 2006 (the interest payment date which is the fifth anniversary of the issuance of the debenture).

    "Investment Company Event" means the receipt by the Trust of an opinion of counsel, rendered by an independent law firm having a recognized national securities practice, to the effect that, as a

30

result of the occurrence of a change in law or regulation or a change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority (a "Change in 1940 Act Law"), there is more than an insubstantial risk that the Trust is or will be considered in an "investment company" that is required to be registered under the 1940 Act, which Change in 1940 Act Law becomes effective on or after the date on which the preferred securities were initially issued and sold.

    "Tax Event" means the receipt by the Trust of an opinion of counsel, rendered by an independent law firm experienced in such matters, to the effect that, as a result of (a) any amendment to, change in or announced proposed change in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or (b) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or proposed change, pronouncement or decision is announced on or after the date on which the preferred securities were initially issued and sold, there is more than an insubstantial risk that (i) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to interest received or accrued on the debentures, or (ii) the Trust is, or will be within 90 days of the date of such opinion, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

    A "Regulatory Capital Event" means that Washington Mutual shall have become, or pursuant to law or regulation will become within 180 days, subject to capital requirements under which, in the written opinion of independent bank regulatory counsel experienced in such matters, the preferred securities would not constitute Tier 1 Capital applied as if Washington Mutual (or its successor) were a bank holding company (as that concept is used in the guidelines or regulations issued by the Board of Governors of the Federal Reserve System as of the date of this prospectus or its then equivalent).

Conditions to Redemption Upon Special Event

    In addition to the four conditions specified under "—Optional Redemption—Conditions to Redemption" above, the conditions to a contemporaneous remarketing of the preferred securities as described below (see "Description of the Preferred Securities—Remarketing—Remarketing Procedures") must be satisfied as a condition to the contemporaneous redemption of the warrants. A failed remarketing will not constitute a failure to satisfy the conditions to remarketing. However, if a remarketing of preferred securities following a Special Event cannot occur because of an inability to satisfy the applicable conditions precedent, the contemporaneous redemption of the warrants will be canceled.

    If a redemption of the warrants cannot occur because of an inability to satisfy the four conditions precedent set forth above under "—Optional Redemption—Conditions to Optional Redemption" and Washington Mutual is using its best efforts to satisfy such requirements; then Washington Mutual will have the right to redeem the warrants on a subsequent date which is no later than May 3, 2041.

Change of Control

    If a Change of Control (as defined under "Description of the Units") occurs, each holder of a warrant will have the right to require Washington Mutual to redeem that holder's warrant on the date that is 45 days after the date Washington Mutual gives notice at a redemption price in cash equal to 100% of the warrant value of the warrant on the redemption date.

    Within 30 days after the occurrence of a Change of Control, Washington Mutual must give notice to each holder of a warrant and the warrant agent of the transaction that constitutes the Change of Control and of the resulting redemption right. To exercise the redemption right, a warrant holder must deliver on or prior to the 30th day after the date of Washington Mutual's notice irrevocable written notice to the warrant agent of the holder's exercise of its redemption right.

31

    Except as described above with respect to a Change of Control, the warrant agreement does not contain provisions that permit the holders of warrants to require that Washington Mutual redeem the warrants in the event of a takeover, recapitalization or similar transaction. In addition, Washington Mutual could enter into certain transactions, including acquisitions, refinancings or other recapitalization, that could affect Washington Mutual's capital structure or the value of Washington Mutual's common stock, but that would not constitute a Change of Control.

    Washington Mutual will comply with the requirements of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the redemption of the warrants as a result of a Change of Control.

    Washington Mutual's ability to redeem warrants upon the occurrence of a Change of Control is subject to important limitations. The occurrence of a Change of Control could cause an event of default under, or be prohibited or limited by, the terms of Washington Mutual's senior debt. As a result, any redemption of the warrants would, absent a waiver, be prohibited under the indenture until the senior debt is paid in full. Further, there can be no assurance that Washington Mutual would have the financial resources, or would be able to arrange financing, to pay the redemption price for all the warrants that might be delivered by holders of warrants seeking to exercise the redemption right. Any failure by Washington Mutual to redeem the warrants when required following a Change of Control may, in turn, cause a default under its senior debt.

Anti-Dilution Adjustments

    The number of shares of Washington Mutual common stock issuable upon the exercise of the warrants will be subject to adjustment in certain circumstances, but subject to certain exceptions, including:

•

the issuance of Washington Mutual common stock payable as a dividend or distribution on its common stock;



•

subdivisions and combinations of the common stock of Washington Mutual;



•

the issuance to all holders of Washington Mutual common stock of certain rights or warrants to purchase Washington Mutual common stock (or securities convertible into Washington Mutual common stock) at less than (or having a conversion price per share less than) the current market price of Washington Mutual common stock;



•

the dividend or other distribution to all holders of Washington Mutual common stock of shares of Washington Mutual capital stock or evidences of Washington Mutual indebtedness or its assets (including securities, but excluding those rights and warrants referred to above and dividends and distributions in connection with a reclassification, change, consolidation, merger, combination, sale or conveyance resulting in a change in the conversion consideration pursuant to the second succeeding paragraph or distributions or dividends paid exclusively in cash);



•

dividends or other distributions consisting exclusively of cash to all holders of Washington Mutual common stock to the extent that such distributions, combined together with (A) all other such all-cash distributions made within the preceding 12 months for which no adjustment has been made plus (B) any cash and the fair market value of other consideration paid for any tender offers by Washington Mutual or any of its subsidiaries for Washington Mutual common stock concluded within the preceding 12 months for which no adjustment has been made, exceeds 10% of Washington Mutual's market capitalization on the record date for such distribution; market capitalization is the product of the then current market price of Washington Mutual common stock times the number of shares of Washington Mutual common stock then outstanding; and

32

•

the purchase of Washington Mutual common stock pursuant to a tender offer made by Washington Mutual or any of its subsidiaries to the extent that the same involves an aggregate consideration that, together with (A) any cash and the fair market value of any other consideration paid in any other tender offer by Washington Mutual or any of its subsidiaries for Washington Mutual common stock expiring within the 12 months preceding such tender offer for which no adjustment has been made plus (B) the aggregate amount of any all-cash distributions referred to in the paragraph above to all holders of Washington Mutual common stock within 12 months preceding the expiration of tender offer for which no adjustments have been made, exceeds 10% of Washington Mutual's market capitalization on the expiration of such tender offer.

    No adjustment in the amount of shares of Washington Mutual common stock issuable upon exercise of a warrant will be required unless such adjustment would require a change of at least 1% in the amount of shares of Washington Mutual common stock issuable upon exercise of a warrant then in effect at such time. Any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. Except as stated above, the amount of shares of Washington Mutual common stock issuable upon exercise of a warrant will not be adjusted for the issuance of Washington Mutual common stock or any securities convertible into or exchangeable for Washington Mutual common stock or carrying the right to purchase any of the foregoing.

    In the case of:

•

any reclassification or change of Washington Mutual common stock (other than changes resulting from a subdivision or combination) or



•

a consolidation, merger or combination involving Washington Mutual or a sale or conveyance to another corporation of all or substantially all of Washington Mutual's property and assets,

in each case as a result of which holders of Washington Mutual common stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Washington Mutual common stock, the holders of the warrants then outstanding will be entitled thereafter to exercise those warrants and receive the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) which they would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, sale or conveyance had such warrants been exercised immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Washington Mutual will agree not to become a party to any such transaction unless its terms are consistent with the foregoing.

    In the event that we distribute shares of common stock of a subsidiary of ours, the number of shares of our common stock issuable upon the exercise of the warrants will be adjusted, if at all, based on the market value of the subsidiary stock so distributed relative to the market value of our common stock, in each case over a measurement period following distribution.

    If a taxable distribution to holders of Washington Mutual common stock or other transaction occurs which results in any adjustment of the exercise price or the amount of shares of Washington Mutual common stock issuable upon exercise of a warrant, the holders of warrants may, in certain circumstances, be deemed to have received a distribution subject to U.S. income tax as a dividend. In certain other circumstances, the absence of an adjustment may result in a taxable dividend to the holders of common stock. See "Material United States Federal Income Tax Considerations—The Warrants."

    Washington Mutual may from time to time, to the extent permitted by law, reduce the exercise price of the warrants by any amount for any period of at least 20 days. In that case Washington Mutual will give at least 15 days' notice of such decrease. Washington Mutual may make such reductions in the

33

exercise price, in addition to those set forth above, as Washington Mutual's board of directors deems advisable to avoid or diminish any income tax to holders of Washington Mutual common stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

Reservation of Shares

    Washington Mutual has authorized and reserved for issuance the maximum number of shares of its common stock as will be issuable upon the exercise of all outstanding warrants. Such shares of common stock, when issued and paid for in accordance with the warrant agreement, will be duly and validly issued, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests.

Governing Law

    The warrants and the warrant agreement are governed by, and construed in accordance with, the laws of the State of New York.

Modifications and Amendments of the Warrant Agreement

    Modifications of warrants issued as part of units may only be made in accordance with the terms of the warrant agreement. Washington Mutual and the warrant agent may amend or supplement the terms of the warrant and the warrant agreement without the consent of holders of the warrants in order to:

•

cure any ambiguity;



•

cure, correct or supplement any defective or inconsistent provision; or



•

amend such terms in any other manner that does not adversely affect the interests of any holder of warrants.

    Washington Mutual and the warrant agent, with the consent of the holders of a majority of the then outstanding unexercised warrants, may modify or amend the warrants and the warrant agreement. However, Washington Mutual and the warrant agent may not make any of the following modifications or amendments without the consent of each holder of warrants:

•

change the exercise price of the warrants, except as provided in the warrant agreement;



•

reduce the number of shares of common stock issuable upon exercise of the warrants other than as specified under "—Anti-Dilution Adjustments";



•

accelerate the expiration date of the warrants;



•

materially and adversely affect the rights of any holder of warrants; or



•

reduce the percentage of the outstanding unexercised warrants the consent of whose holders is required for modifications and amendments.

34

DESCRIPTION OF COMMON STOCK

    Washington Mutual's articles of incorporation currently authorize 1,600,000,000 shares of common stock and 10,000,000 shares of preferred stock.

Common Stock

    Each share of common stock is entitled to one vote on all matters properly presented at a meeting of shareholders. Shareholders are not entitled to cumulative voting in the election of directors.

    The number of directors of Washington Mutual is determined by its bylaws. The bylaws currently set the number of directors at up to eighteen. Washington Mutual's board of directors is divided into three classes of as equal a number of directors as possible. The term of office of each class is three years, with each term expiring in a different year.

    Interested Stockholders.  Washington Mutual's articles of incorporation prohibit, except under certain circumstances, Washington Mutual (or any subsidiary of Washington Mutual) from engaging in certain significant business transactions with a "major stockholder." A "major stockholder" is a person who, without the prior approval of the Washington Mutual board of directors, acquires beneficial ownership of five percent or more of Washington Mutual's outstanding voting stock. Prohibited transactions include, among others:

•

any merger with, disposition of assets to, acquisition by Washington Mutual of the assets of, issuance of securities of Washington Mutual to, or acquisition by Washington Mutual of securities of, a major stockholders;



•

any reclassification of the voting stock of Washington Mutual or of any subsidiary beneficially owned by a major stockholder; or



•

any partial or complete liquidation, spin off, split off or split up of Washington Mutual or any subsidiary.

    The above prohibitions do not apply, in general, if the specific transaction is approved by:

•

Washington Mutual's board of directors prior to the major stockholder involved having become a major stockholder;



•

a vote of at least 80% of the "continuing directors" (defined as those members of Washington Mutual's board prior to the involvement of the major stockholder);



•

a majority of the "continuing directors" if the major stockholder obtained unanimous board approval to become a major stockholder;



•

a vote of 95% of the outstanding shares of Washington Mutual voting stock other than shares held by the major stockholder; or



•

a majority vote of the shares of voting stock and the shares of voting stock owned by stockholders other than any major stockholder if certain other conditions are met.

    Washington Mutual's articles of incorporation also provide that during the time a major stockholder exists, Washington Mutual may voluntarily dissolve only upon the unanimous consent of the Washington Mutual stockholders or an affirmative vote of at least two-thirds of Washington Mutual's board of directors and the holders of at least two-thirds of the shares entitled to vote on such a dissolution and of each class of shares entitled to vote on such a dissolution as a class, if any.

    Shareholder Rights Plan.  Washington Mutual has adopted a shareholder rights plan (the "Washington Mutual Rights Plan") which provides that one right to purchase 1/1,000th of a share of Washington Mutual Preferred Stock, Series RP, (the "Washington Mutual Rights") is attached to each

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outstanding share of Washington Mutual Common Stock. The Washington Mutual Rights have certain anti-takeover effects and are intended to discourage coercive or unfair takeover tactics and to encourage any potential acquiror to negotiate a price fair to all shareholders. The Washington Mutual Rights may cause substantial dilution to an acquiring party that attempts to acquire Washington Mutual on terms not approved by the Washington Mutual Board, but they will not interfere with any merger or other business combination that is approved by the Washington Mutual Board.

    The Washington Mutual Rights are attached to the shares of Washington Mutual Common Stock. The Rights are not presently exercisable. At the time a party acquires beneficial ownership of 15% or more of the outstanding shares of Washington Mutual Common Stock or commences or publicly announces for the first time a tender offer to do so, the Rights will separate from the Common Stock and will become exercisable. Each Washington Mutual Right entitles the holder to purchase 1/1,000th share of Washington Mutual Preferred Stock, Series RP, for an exercise price that is currently $200 per share. Once the Rights become exercisable, any Washington Mutual Rights held by the acquiring party will be void and, for the next 60 days, all other holders of Washington Mutual Rights will receive upon exercise of the Right that number of shares of Washington Mutual Common Stock having a market value of two times the exercise price of the Washington Mutual Right. The Washington Mutual Rights, which expire on January 4, 2011, may be redeemed by Washington Mutual for $0.001 per right prior to becoming exercisable. Until a Washington Mutual Right is exercised, the holder of that Washington Mutual Right will have no rights as a shareholder of Washington Mutual, including, without limitation, the right to vote or receive dividends.

Preferred Stock

    Washington Mutual has outstanding 2,000,000 shares of Series H Preferred Stock. The Series H Preferred Stock is senior to the common stock with respect to the payment of dividends and upon liquidation, dissolution or winding up of Washington Mutual. Holders of Series H Preferred Stock are entitled to receive, when and as declared by the Board of Directors of Washington Mutual, dividends at the annual rate of 7.25% of the $50 per share liquidation preference, equivalent to $3.625 per share until August 16, 2002 and thereafter at a rate to be set upon the remarketing of the Series H Preferred Stock. Dividends on the common stock may not be paid at any time that the full cumulative dividends on the Series H Preferred Stock have not been paid.

    The Series H Preferred Stock may be redeemed by Washington Mutual, in whole or in part, at any time after October 16, 2002 at a redemption price of $50 per share plus accrued and unpaid dividends. On August 16, 2004, all outstanding shares of Series H Preferred Stock will be redeemed by Washington Mutual at a redemption price of $50 per share plus accrued and unpaid dividends.

    Each share of Series H Preferred Stock carries .10 vote on all matters submitted generally to the shareholders of Washington Mutual, and votes together as a single class with the common stock.

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DESCRIPTION OF THE PREFERRED SECURITIES

    We have summarized selected terms of the preferred securities. The summary is not complete. The preferred securities, which form a part of the units and which, under certain circumstances, will trade separately from the warrants also forming a part of the units, were issued pursuant to the declaration of trust. The terms of the preferred securities include those stated in the declaration of trust and those made part of the declaration of trust by the Trust Indenture Act.

    The declaration of trust was filed as an exhibit to the registration statement. We urge you to read the declaration of trust (including the definitions of terms), the Delaware Business Trust Act, as amended (the "Trust Act"), and the Trust Indenture Act because they, and not this description, define your rights as holder of the preferred securities, including as a component of the units. You may request copies of the declaration of trust from us at our address set forth below under "Where You Can Find Additional Information."

Distributions

    Cash distributions on the preferred securities will be fixed at a rate per annum of 5.375% of the stated liquidation amount of $50 per preferred security, subject to reset in connection with a remarketing as described under "Description of the Debentures—Interest," payable quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each year, commencing August 1, 2001, and payable on a remarketing settlement date, when, as and if available for payment, by the Property Trustee. Distributions accumulate from April 30, 2001. Interest on the debentures not paid on the scheduled payment date will accrue and compound quarterly, to the extent permitted by law, at the applicable interest rate, and, as a result, distributions will accumulate and compound quarterly, to the extent permitted by law, at the applicable distribution rate ("Compounded Distributions").

    The term "distribution" as used herein includes any regular quarterly distributions, together with any Compounded Distribution, unless otherwise stated. The amount of distributions payable for any period will be computed

•

for any full 90-day quarterly distribution period, on the basis of a 360-day year of twelve 30-day months,



•

for any period shorter than a full 90-day distribution period, on the basis of a 30-day month and



•

for periods of less than a month, on the basis of the actual number of days elapsed per 30-day month.

In the event that any date on which distributions are payable on the preferred securities is not a business day, then payment of the distributions payable on such date will be made on the next succeeding day that is a business day (and without any additional distributions or other payment in respect of any such delay), except that, if such business day is in the next succeeding calendar year, such payment will be made on the immediately preceding business day, with the same force and effect as if made on the date such payment was originally payable. A "business day" means any day, other than a Saturday or Sunday, that is not a day on which banking institutions in the Borough of Manhattan, the City of New York, Seattle, Washington or Wilmington, Delaware are authorized or required by law, regulation or executive order to close.

    Distributions on the preferred securities (other than distributions on a remarketing settlement date or redemption date) will be payable to the holders thereof as they appear on the register of the Trust as of the close of business on the relevant record dates, which, as long as the preferred securities are represented by one or more global certificated securities, will be the close of business on the business day prior to the relevant distribution dates, unless otherwise provided in the declaration of trust or unless a different regular record date is established or provided for the corresponding interest payment

37

date on the debentures. If the preferred securities are no longer represented by one or more global certificates, the Administrative Trustees will have the right to select record dates, which will be at least one business day prior to the relevant distribution dates. See "Book-Entry Issuance." Distributions payable on any preferred securities that are not punctually paid on any distribution date will cease to be payable to the person in whose name such preferred securities are registered on the relevant record date, and such defaulted distribution will instead be payable to the person in whose name such preferred securities are registered on the special record date or other specified date determined in accordance with the declaration of trust.

    Holders of units are entitled to receive a pro rata distribution of payments of principal on the debentures, except that payments of principal following an exchange of preferred securities for debentures will be paid to the holders of the debentures.

    At all times, the distribution rate, the distribution dates and other payment dates for the preferred securities will correspond to the interest rate, interest payment dates and other payment dates on the debentures, which will be the sole assets of the Trust.

    Distributions on the preferred securities will be paid on the dates payable only to the extent that payments are made in respect of the debentures held by the Property Trustee and to the extent that the Trust has funds available for the payment of such distributions. See "Description of the Debentures." If Washington Mutual does not make payments on the debentures, the Property Trustee will not have funds available to make payments (including distributions) on the preferred securities.

    So long as Washington Mutual is not in default in the payment of interest on the debentures, and so long as a failed remarketing has not occurred, Washington Mutual has the right under the indenture to defer payments of interest on the debentures as described below under "Description of the Debentures—Option to Extend Interest Payment Date." Upon any such extension the Trust will not have funds to make a distribution to the holders of preferred securities.

Remarketing

    A "remarketing event" will occur:

•

in connection with a redemption of the warrants by Washington Mutual; or



•

on May 1, 2041 in connection with the expiration of the warrants.

    Following the occurrence of a remarketing event, all of the preferred securities other than the preferred securities as to which the holders have opted not to participate in the remarketing (in the absence of an election to the contrary, holders of preferred securities—whether or not components of units—will be deemed to have elected to participate in the remarketing) will be remarketed by an entity to be designated by Washington Mutual as remarketing agent, initially Lehman Brothers Inc. Under the remarketing agreement, the remarketing agent will use commercially reasonable efforts to remarket the participating preferred securities at a price equal to 100% of their accreted value as of the end of the day on the day next preceding the remarketing date. If the remarketing is in connection with the expiration of the warrants, the accreted value will equal the principal amount at maturity.

    The proceeds from the remarketed preferred securities will be paid to the selling holders, unless the holders are unit holders which have elected to exercise their warrants, in which case the proceeds will be applied to satisfy in full the exercise price of the warrants.

    In connection with a remarketing related to a redemption:

•

the adjusted maturity of the debentures (and, as a result, the redemption date of the preferred securities) will become the date which is 60 days following the remarketing date;

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•

the amount due at the adjusted maturity date of the debentures will be the accreted value of the debentures as of the end of the day next preceding the remarketing date (and as result, the amount due at the adjusted redemption date of the preferred securities will be a corresponding amount); and



•

beginning on the remarketing date, the debentures will bear interest on their accreted value at a rate equal to the rate established in the remarketing.

    In connection with a remarketing related to the expiration of the warrants:

•

the debentures notes (and redemption date of the preferred securities) will continue to mature on their scheduled maturity date of July 1, 2041, which will be 60 days following the remarketing date; and



•

beginning on the remarketing date, the debentures will bear interest on their accreted value, which at that time will equal $50, at a rate equal to the rate established in the remarketing.

    Accordingly, holders of preferred securities—whether or not components of units—that elect not to participate in the remarketing will receive:

•

distributions on their preferred securities for 60 days at the rate equal to the rate established in the remarketing; and



•

the accreted value of their preferred securities (which in connection with the expiration of the warrants is $50) 60 days following the remarketing date.

Remarketing Procedures

    Set forth below is a summary of the procedures to be followed in connection with a remarketing of the preferred securities.

Remarketing in Connection with an Optional Redemption

    In the event of a remarketing in connection with an optional redemption, Washington Mutual must cause written notice of the remarketing to be given to the holders of the units and the preferred securities at the same time as notice of the related redemption is given by Washington Mutual to the holders of the units and warrants. See "Description of the Warrants—Optional Redemption—Procedures." As long as the units or the preferred securities are evidenced by one or more global certificates deposited with DTC, Washington Mutual also will request, not later than four nor more than 20 business days prior to the remarketing date, that DTC notify its participants holding units or preferred securities of the remarketing. The remarketing date will be two business days prior to the redemption date. The remarketing settlement date will be the redemption date.

    It is a condition precedent to the remarketing that, as of the date on which Washington Mutual elects to cause a remarketing of the preferred securities and on the remarketing date, no event of default under the declaration of trust or deferral of distributions to holders of the preferred securities shall have occurred and be continuing. It is a further condition that the conditions to a contemporaneous redemption of the warrants shall have been satisfied.

Remarketing in Connection with a Special Event Redemption

    In the event of a remarketing in connection with a Special Event, Washington Mutual must cause written notice of the remarketing to be given to the holders of the units and the preferred securities at the same time as notice of the related redemption is given by Washington Mutual to the holders of the units and warrants. See "Description of the Warrants—Redemption Upon a Special Event—Procedures." As long as the units or the preferred securities are evidenced by one or more global

39

certificates deposited with DTC, Washington Mutual also will request, not later than four nor more than 20 business days prior to the remarketing date, that DTC notify its participants holding units or preferred securities of the remarketing. The remarketing date will be two business days prior to the redemption date. The remarketing settlement date will be the redemption date.

    It is a condition precedent to the remarketing that, as of the date on which Washington Mutual elects to cause a remarketing of the preferred securities and on the remarketing date, no event of default under the declaration of trust or deferral of distributions to holders of the preferred securities shall have occurred and be continuing. It is a further condition that the conditions to a contemporaneous redemption of the warrants shall have been satisfied.

Remarketing in Connection with the Expiration of the Warrants

    If not previously remarketed in connection with a redemption of the warrants by Washington Mutual, the preferred securities will be remarketed on May 1, 2041 in connection with the expiration of the warrants. No further action will be required of Washington Mutual to select such date or give notice of such date. As long as the units or the preferred securities are evidenced by one or more global certificates deposited with DTC, Washington Mutual will request, not later than four nor more than 20 business days prior to the remarketing date, that DTC notify its participants holding units or preferred securities of the remarketing.

    The warrants will expire on May 3, 2041, the settlement date for a remarketing in connection with the expiration of the warrants.

    If a remarketing of the preferred securities does not occur on May 1, 2041 for any reason, the Administrative Trustees will give notice thereof to all holders of preferred securities (whether or not a component of a unit) prior to the close of business on the business day following the remarketing date. In such event:

•

beginning on such date, interest will accrue on the accreted value of the debentures, and distributions will accumulate on the accreted value of the preferred securities,



•

the interest rate on the accreted value of the debentures will be equal to 10.48%, and, as a result, the distribution rate on the preferred securities will increase correspondingly; and



•

the accreted value of the debentures (and, as a result, the accreted value of the preferred securities) will become due and payable on the date which is 60 days after May 1, 2041.

A Failed Remarketing

    If, by 4:00 p.m., New York City time, on the remarketing date, the remarketing agent is unable to remarket all the preferred securities deemed tendered for purchase, a "failed remarketing" will have occurred. The Administrative Trustees will give notice of a failed remarketing to Washington Mutual and all holders of preferred securities (whether or not a component of a unit) prior to the close of business on the business day following the remarketing date.

    Upon a failed remarketing,

•

beginning on such date, interest will accrue on the accreted value of the debentures, and distributions will accumulate on the accreted value of the preferred securities,



•

the interest rate on the accreted value of debentures will be equal to 10.48%, and, as a result, the distribution rate on the accreted value of preferred securities will increase correspondingly;



•

the stated maturity of the accreted value of the debentures and the redemption date of the accreted value of the preferred securities will become the date which is 60 days after the failed remarketing date; and

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•

Washington Mutual will no longer have the option to defer interest payments on the debentures.

    A successful remarketing is not a condition to a redemption of the warrants, see "Description of the Warrant—Optional Redemption," and the warrant holder will have the option to exercise its warrants in lieu of such redemption.

General

    The following common provisions apply to any remarketing.

Unless holders of preferred securities elect not to have their preferred securities remarketed, all preferred securities will be remarketed on the remarketing date. A holder may elect not to have its preferred securities remarketed by notifying the remarketing agent of such election not later than 5:00 p.m., New York City time, on the business day preceding the remarketing date. Any such notice will be irrevocable and may not be conditioned upon the level at which the Reset Rate (as defined below) is established in the remarketing. A holder may elect to exercise its warrants instead of having them redeemed by following the procedures set forth in "Description of the Warrants—Redemption—Election to Exercise." Not later than 5:00 p.m., New York City time, on the business day preceding the remarketing date, the Property Trustee and the unit agent, as applicable, shall notify the Trust, Washington Mutual and the remarketing agent of the number of preferred securities to be tendered for purchase in the remarketing.

    If none of the holders elects to have preferred securities remarketed in the remarketing, the Reset Rate will be the rate determined by the remarketing agent, in its sole discretion, as the rate that would have been established had a remarketing been held on the remarketing date and the modifications to the maturity date of the debentures and the expiration date of the warrants will be effective as of the remarketing date.

    If the remarketing agent determines prior to 4:00 p.m., New York City time, on the remarketing date that it will be able to remarket all the preferred securities deemed tendered for purchase at a price of 100% of the accreted value of such preferred securities as of the end of the day on the day next preceding the remarketing date, the remarketing agent will determine the Reset Rate, which will be the rate, rounded to the nearest one-thousandth (0.001) of one percent, per annum that the remarketing agent determines, in its sole judgment, to be the lowest rate per year that will enable it to remarket all the preferred securities deemed tendered for remarketing at that price.

    By approximately 4:30 p.m., New York City time, on the remarketing date, so long as there has not been a failed remarketing, the remarketing agent will advise:

•

DTC, the Property Trustee the Debenture Trustee, the Trust and Washington Mutual of the Reset Rate determined in the remarketing and the number of preferred securities sold in the remarketing;



•

each person purchasing preferred securities in the remarketing, or the appropriate DTC participant, of the Reset Rate and the number of preferred securities such person is to purchase; and



•

each purchaser of preferred securities to give instructions to its DTC participant to pay the purchase price on the settlement date in same day funds against delivery of the preferred securities purchased through the facilities of DTC.

    In accordance with DTC's normal procedures, on the settlement date, the transactions described above with respect to each preferred security tendered for purchase and sold in the remarketing will be executed through DTC, and the accounts of the respective DTC participants will be debited and credited and such preferred securities delivered by book entry as necessary to effect purchases and sales of the preferred securities. DTC will make payment in accordance with its normal procedures.

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    If any holder selling preferred securities in the remarketing fails to deliver the preferred securities, the direct or indirect DTC participant of the selling holder and of any other person that was to have purchased preferred securities in the remarketing may deliver to that other person a number of preferred securities that is less than the number of preferred securities that otherwise was to be purchased by that person. In that event, the number of preferred securities to be so delivered will be determined by the direct or indirect participant, and delivery of the lesser number of preferred securities will constitute good delivery.

    The right of each holder to have preferred securities tendered for purchase will be limited to the extent that:

•

the remarketing agent conducts a remarketing pursuant to the terms of the remarketing agreement;



•

the remarketing agent is able to find a purchaser or purchasers for tendered preferred securities; and



•

the purchaser or purchasers deliver the purchase price therefor to the remarketing agent.

    The remarketing agent is not obligated to purchase any preferred securities that would otherwise remain unsold in the remarketing. Neither Washington Mutual nor the remarketing agent will be obligated in any case to provide funds to make payment upon tender of preferred securities for remarketing.

    Washington Mutual, as borrower, will be liable for any and all costs and expenses incurred in connection with the remarketing.

    In connection with a remarketing of the preferred securities and at any time thereafter, a purchaser may elect to receive a debenture in lieu of preferred securities. See "—Exchange."

Remarketing Agent

    The remarketing agreement provides that the remarketing agent will act as the exclusive remarketing agent and will use commercially reasonable efforts to remarket preferred securities deemed tendered for purchase in the remarketing at a price of 100% of their accreted value as of the end of the day on the day next preceding the Remarketing Date. Under certain circumstances, some portion of the preferred securities tendered in the remarketing will be able to be purchased by the remarketing agent.

    The remarketing agreement also provides that the remarketing agent will incur no liability to Washington Mutual or to any holder of the units or the preferred securities in its individual capacity or as remarketing agent for any action or failure to act in connection with a remarketing or otherwise, except as a result of negligence or willful misconduct on its part. Washington Mutual will pay the fee of the remarketing agent.

    Washington Mutual agreed to indemnify the remarketing agent against certain liabilities, including liabilities under the Securities Act, arising out of or in connection with its duties under the remarketing agreement.

    The remarketing agreement also provides that the remarketing agent may resign and be discharged from its duties and obligations thereunder. However, no resignation will become effective unless a nationally recognized broker-dealer has been appointed by Washington Mutual as successor remarketing agent and the successor remarketing agent has entered into a remarketing agreement with Washington Mutual. In that case, Washington Mutual will use reasonable efforts to appoint a successor remarketing agent and enter into a remarketing agreement with that person as soon as reasonably practicable.

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Limited Right to Repurchase

    If a holder of units exercises its warrants, other than an exercise in lieu of a redemption of the warrants (see "Description of the Warrants—Optional Redemption" and "Description of the Warrants—Exercise of Warrants"), such holder will have the right, on the next special distribution date which is no less than 60 days following the exercise date of its warrants, to require the Trust to exchange the preferred securities related to such exercised warrants for debentures having accreted value equal to the accreted value of such preferred securities plus accumulated and unpaid distributions (including deferred distributions) to such date and to require Washington Mutual to contemporaneously repurchase the exchanged debentures at their accreted value (on the repurchase date) plus accrued and unpaid interest (including deferred interest) to, but excluding, the repurchase date. In order to effect a repurchase of debentures, a unit holder must:

•

provide the Administrative Trustees and Washington Mutual with notice of its election to require an exchange of preferred securities and repurchase of debentures to the Trust no less than 30 days prior to the applicable special distribution date on which such repurchase is to be effected,



•

specify the number of the preferred securities to be exchanged for debentures by the Trust and



•

certify to the Trust and Washington Mutual that such holder has exercised warrants having an exercise price no less than the accreted value of the preferred securities sought to be exchanged and that such holder is the beneficial owner of the preferred securities to be exchanged.

    On the applicable special distribution date, Washington Mutual will pay to the holders in redemption of an aggregate principal amount of debentures having an accreted value equal to the accreted value of preferred securities that were exchanged, such accreted value together with accrued and unpaid interest (including deferred interest) on such debentures to, but excluding, the repurchase date. The fifteenth day of each calendar month will be a "special distribution date."

Redemption

    Upon the repayment of the debentures held by the Trust, whether at stated maturity (as adjusted in connection with a remarketing described below) or otherwise, the proceeds from such repayment will be applied by the Property Trustee to redeem a like aggregate liquidation amount of the Trust Securities. If less than all of the debentures held by the Trust are to be repaid, then, except as described under "—Subordination of Common Securities of the Trust," and in the next paragraph, the proceeds from such repayment will be allocated pro rata to the redemption of the Trust Securities.

    Under certain circumstances, a holder of preferred securities may elect to exchange the preferred securities for an equivalent amount of debentures. See "—Limited Right to Repurchase" and "—Exchange." Also, in connection with a liquidation of the Trust, the debentures will be distributed to the holders of preferred securities. See "—Distribution of Debentures Upon Tax or Investment Company Event" and "—Liquidation Distribution Upon Dissolution." In any such event, payments after an exchange made by Washington Mutual on account of the debentures will be paid to the holders of the debentures.

Redemption Procedures

    Preferred securities will be redeemed at the redemption price in respect of the debentures which will include an amount equal to accumulated and unpaid distributions thereon through the date of redemption (the "Redemption Price") with the applicable proceeds from the contemporaneous payment of the debentures. Redemptions of the preferred securities will be made and the Redemption Price will be payable on the redemption date only to the extent that the Trust has sufficient

43

consideration available for the payment of such Redemption Price. See "—Subordination of Common Securities of the Trust."

    Notice of any redemption will be given in the manner and at the times specified above under "—Remarketing." On the redemption date, to the extent funds are available, the Property Trustee will deposit irrevocably with DTC consideration sufficient to pay the applicable Redemption Price for all securities held at DTC and will give DTC irrevocable instructions and authority to pay the Redemption Price to the holders of the preferred securities. See "Book-Entry Issuance." If any preferred securities are not represented by one or more global certificates, the Trust, to the extent consideration is available, will irrevocably deposit with the Paying Agent (as defined herein) for such preferred securities consideration sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the holders thereof upon surrender of their certificates evidencing the preferred securities. Notwithstanding the foregoing, distributions payable on or prior to the redemption date for any preferred securities will be payable to the holders of record of such preferred securities who are holders on the relevant record dates for the related distribution dates. If notice of redemption shall have been given and consideration deposited as required, then immediately prior to the close of business on the date of such redemption, all rights of the holders of preferred securities called for redemption will cease, except the right of the holders of preferred securities to receive the Redemption Price, but without interest on such Redemption Price, and preferred securities which are called for redemption will cease to be outstanding. In the event that any date set for redemption of preferred securities is not a business day, then payment of the Redemption Price payable on such date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any, such delay), except that if such business day falls in the next calendar year, such payment will be made on the immediately preceding business day, in each case with the same force and effect as if made on the date such payment was originally payable.

    In the event that payment of the Redemption Price in respect of preferred securities called for redemption is improperly withheld or refused and not paid either by the Trust or by Washington Mutual pursuant to the Guarantee as described under "Description of the Guarantee," distributions on such preferred securities will continue to accumulate at the applicable rate per annum, from the redemption date originally established by the Trust for the preferred securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price. See "—Distributions."

    Subject to applicable law, Washington Mutual or its subsidiaries may at any time and from time to time purchase outstanding preferred securities by tender, in the open market or by private agreement.

    If preferred securities are represented by one or more global certificates, they will be redeemed as described below under "Book-Entry Issuance."

Change of Control

    If a Change of Control (as defined under "Description of the Units") occurs, each holder of a preferred security will have the right to exchange any or all of that holder's preferred securities for debentures having an accreted value equal to the accreted value of such preferred securities and to require Washington Mutual to repurchase such debentures on the repurchase date at a repurchase price in cash equal to 100% of the accreted value on the repurchase date of the debentures that are exchanged for such holder's preferred securities, plus accrued and unpaid interest (including deferred interest) on such debentures to, but excluding, the repurchase date.

    Within 30 days after the occurrence of a Change of Control, Washington Mutual must give notice to each holder of a preferred security and the property trustee of the transaction that constitutes the Change of Control and of the resulting repurchase right. To exercise the repurchase right, a preferred

44

security holder must deliver no earlier than 60 days and no later than 90 days after the date of Washington Mutual's notice irrevocable written notice to Washington Mutual, the Trust, the property trustee (in its capacity as property trustee and exchange agent) of the holder's exercise of its repurchase right. The preferred securities shall be exchanged for debentures no less than three business days prior to the repurchase date.

    Except as described above with respect to a Change of Control, the declaration of trust does not contain provisions that permit the holders of preferred securities to require the Trust to exchange preferred securities for debentures and Washington Mutual to repurchase the debentures in the event of a takeover, recapitalization or similar transaction. In addition, Washington Mutual could enter into certain transactions, including acquisitions, refinancings or other recapitalization, that could affect Washington Mutual's capital structure or the value of Washington Mutual's common stock, but that would not constitute a Change of Control.

    Washington Mutual will comply with the requirements of the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the debentures as a result of a Change of Control.

    Washington Mutual's ability to repurchase debentures upon the occurrence of a Change of Control is subject to important limitations. The occurrence of a Change in Control could cause an event of default under, or be prohibited or limited by, the terms of Washington Mutual's senior debt. As a result, any repurchase of the debentures would, absent a waiver, be prohibited under the indenture until the senior debt is paid in full. Further, there can be no assurance that Washington Mutual would have the financial resources, or would be able to arrange financing, to pay the repurchase price for all the debentures that might be delivered by holders of debentures seeking to exercise the repurchase right. Any failure by Washington Mutual to repurchase the debentures when required following a Change of Control would result in an event of default under the declaration of trust, whether or not such repurchase is permitted by the indenture. Any such default may, in turn, cause a default under senior debt.

Exchange

    In connection with a remarketing of the preferred securities and at any time thereafter, a purchaser may exchange its preferred securities for debentures, assuming compliance with applicable securities laws. In such event, the Administrative Trustees will cause debentures held by the Property Trustee, having an aggregate accreted value equal to the aggregate accreted value of the preferred securities purchased by such purchaser and with accrued and unpaid interest equal to accumulated and unpaid distributions on the preferred securities purchased by such purchaser, and having the same record date for payment as the preferred securities, to be distributed to such purchaser in exchange for such holders' pro rata interest in the Trust. In such event, the debentures held by the Trust will decrease by the amount of debentures delivered to the purchaser of preferred securities.

Distribution of Debentures Upon Tax or Investment Company Event

    If, at any time, either a Tax Event or an Investment Company Event occurs, the Administrative Trustees may, with the consent of Washington Mutual except in certain limited circumstances, dissolve the Trust and, after satisfaction of liabilities to creditors, cause debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate liquidation amount of the Trust Securities, with an interest rate identical to the distribution rate of the Trust Securities, and accrued and unpaid interest equal to accumulated and unpaid distributions on the Trust Securities, and having the same record date for payment as the Trust Securities, to be distributed to the holders of the preferred securities and the common securities of the Trust in liquidation of such holders' interests in the Trust

45

on a pro rata basis within 90 days following the occurrence of such event; provided, however, that such dissolution and distribution shall be conditioned on:

•

the Administrative Trustees' receipt of an opinion of independent counsel to the effect that the holders of the preferred securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of debentures (a "No Recognition Opinion"); and



•

Washington Mutual or the Trust being unable to eliminate, which elimination shall be complete within a 90-day period, such event by taking some ministerial action (such as filing a form or making an election, or pursuing some other reasonable measure) that has no material adverse effect on the Trust, Washington Mutual or the holders of the preferred securities or does not subject any of them to more than de minimis regulatory requirements

    If a Tax Event or an Investment Company Event occurs and the Administrative Trustees shall have been informed by an independent law firm that such firm cannot deliver a No Recognition Opinion to the Trust, Washington Mutual shall have the right to cause a remarketing of the preferred securities as described above under "—Remarketing" within 90 days following the occurrence of such event.

    Under current United States federal income tax law, and interpretations thereof and assuming that, as expected, the Trust is treated as a grantor trust, a distribution of the debentures will not be a taxable event to the Trust and/or to holders of the preferred securities. Should there be a change in law, a change in legal interpretation, certain Tax Events or other circumstances, however, the distribution of debentures could be a taxable event to holders of the preferred securities in which event Washington Mutual could, as provided above, cause a remarketing of the preferred securities, and would not be permitted to distribute the debentures at such time.

    If Washington Mutual does not elect any of the options described above, the preferred securities will remain outstanding until the repayment of the debentures. In the event a Tax Event has occurred and is continuing, under the indenture, Washington Mutual, as borrower, will be obligated to pay any taxes, duties, assessments and other governmental charges to which the Trust has become subject as a result of a Tax Event. See "Description of the Debentures—Payment of Expenses of the Trust."

Subordination of Common Securities of the Trust

    Payment of distributions on, and the Redemption Price of, the Trust Securities, as applicable, shall be made pro rata based on the liquidation amount of such Trust Securities; provided, however, that if on any distribution date an Indenture Event of Default shall have occurred and be continuing, no payment of any distribution on, or Redemption Price of, any of the common securities of the Trust, and no other payment on account of the redemption, liquidation or other acquisition of the common securities of the Trust, shall be made unless payment in full in cash of all accumulated and unpaid distributions on all of the outstanding preferred securities for all distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all of the outstanding preferred securities then called for redemption, shall have been made or provided for, and all funds available to the Property Trustee shall first be applied to the payment in full in cash of all distributions on, or Redemption Price of, the preferred securities then due and payable.

Liquidation Distribution Upon Dissolution

    Pursuant to the declaration of trust, the Trust shall automatically dissolve on the first to occur of: (i) certain events of bankruptcy, dissolution or liquidation of Washington Mutual, (ii) the distribution of the debentures to the holders of the trust securities, (iii) the redemption of all of the preferred securities in connection with the maturity of all of the debentures and (iv) the entry by a court of competent jurisdiction of an order for the dissolution of the Trust.

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    In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Trust (each a "Liquidation"), the holders of the preferred securities on the date of the Liquidation will be entitled to receive, out of the assets of the Trust available for distribution to holders of trust securities after satisfaction of the Trust's liabilities to creditors, if any, distributions in cash or other immediately available funds in an amount equal to the accreted value of the preferred securities plus accumulated and unpaid distributions thereon to the date of payment (such amount being the "Liquidation Distribution"), unless, in connection with such Liquidation, debentures in an aggregate stated principal amount equal to the aggregate stated liquidation amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accumulated and unpaid distributions on, such trust securities shall be distributed on a pro rata basis to the holders of the trust securities in exchange for the trust securities. If Liquidation Distributions can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on the Trust Securities shall be paid on a pro rata basis so that the holders of the common securities of the Trust will be entitled to receive distributions upon any such liquidation pro rata with the holders of the preferred securities, except that if an Indenture Event of Default has occurred and is continuing, the preferred securities shall have a preference over the common securities of the Trust with regard to Liquidation Distributions.

    After the liquidation date is fixed for any distribution of debentures to holders of the preferred securities:

•

the preferred securities will no longer be deemed to be outstanding,



•

if the preferred securities are represented by one or more global certificates, DTC or its nominee, as a record holder of preferred securities, will receive a registered global certificate or certificates representing the debentures to be delivered upon such distribution, and



•

any certificates representing preferred securities not held by DTC or its nominee will be deemed to represent debentures having a principal amount equal to the liquidation amount of such preferred securities, and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid distributions on such preferred securities, until such certificates are presented for cancellation whereupon Washington Mutual will issue to such holder, and the Debenture Trustee will authenticate, a certificate representing such debentures.

Trust Enforcement Events

    An event of default under the indenture (an "Indenture Event of Default") constitutes an event of default under the declaration of trust with respect to the Trust Securities (a "Trust Enforcement Event"). See "Description of Debentures—Indenture Events of Default."

    Upon the occurrence and continuance of a Trust Enforcement Event, the Property Trustee as the sole holder of the debentures will have the right under the indenture to declare the principal amount of the debentures due and payable. Washington Mutual and the Trust are each required to file annually with the Property Trustee an officer's certificate as to its compliance with all conditions and covenants under the declaration of trust.

    If the Property Trustee fails to enforce its rights under the debentures, any holder of preferred securities may institute a legal proceeding against Washington Mutual to enforce the Property Trustee's rights under the debentures. Notwithstanding the foregoing, if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of Washington Mutual to pay interest or principal on the debentures on the date such interest or principal is otherwise payable (or in connection with a repurchase of preferred securities, the repurchase date), then a registered holder of preferred securities may institute a direct action for payment after the respective due date specified in

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the debentures. Except as provided in this paragraph, the holders of preferred securities will not be able to exercise directly any other remedy available to the holders of the debentures.

    Pursuant to the declaration of trust, the holder of the common securities of the Trust will be deemed to have waived any Trust Enforcement Event with respect to the common securities of the Trust until all Trust Enforcement Events with respect to the preferred securities have been cured, waived or otherwise eliminated. Until all Trust Enforcement Events with respect to the preferred securities have been so cured, waived or otherwise eliminated, the Property Trustee will be deemed to be acting solely on behalf of the holders of the preferred securities and only the holders of the preferred securities will have the right to direct the Property Trustee in accordance with the terms of the preferred securities.

Voting Rights, Amendment of the Declaration

    Except as provided below and other than as required by law and the declaration of trust, the holders of the preferred securities will have no voting rights.

    So long as any debentures are held by the Property Trustee, the holders of a majority in liquidation amount of the preferred securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or to direct the exercise of any trust or power conferred upon the Property Trustee under the declaration of trust, including the right to direct the Property Trustee, as holder of the debentures, to:

•

exercise the remedies available to it under the indenture as a holder of the debentures,



•

consent to any amendment or modification of the indenture or the debentures where such consent shall be required or



•

waive any past default and its consequences that is available under the indenture;

provided, however, that if an Indenture Event of Default has occurred and is continuing, then the holders of at least 25% of the aggregate liquidation amount of the preferred securities may direct the Property Trustee to declare the principal of and premium, if any, and interest on the debentures due and payable; provided, further, that where a consent or action under the indenture would require the consent or act of the holders of more than a majority of the aggregate principal amount of debentures affected thereby, only the holders of the percentage of the aggregate stated liquidation amount of the preferred securities which is at least equal to the percentage required under the indenture may direct the Property Trustee to give such consent or to take such action.

    The Property Trustee shall notify each holder of the preferred securities of any notice of any Indenture Event of Default which it receives from Washington Mutual with respect to the debentures. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described above unless the Property Trustee has obtained an opinion of counsel, rendered by an independent law firm experienced in such matters, to the effect that the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes as a result of such action, and each holder will be treated as owning an undivided beneficial ownership interest in the debentures.

    The declaration of trust may be amended from time to time by Washington Mutual and a majority of the Administrative Trustees (and in certain circumstances the Property Trustee and the Delaware Trustee), without the consent of the holders of the preferred securities,

•

to cure any ambiguity or correct or supplement any provisions in the declaration of trust that may be defective or inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the declaration of trust that shall not be inconsistent with the other provisions of the declaration of trust,

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•

to add to the covenants, restrictions or obligations of Washington Mutual in its capacity as sponsor of the Trust,



•

to conform to any change in Rule 3a-5 under the 1940 Act or written change in interpretation or application of Rule 3a-5 under the 1940 Act by any legislative body, court, government agency or regulatory authority which amendment does not have a material adverse effect on the rights, preferences or privileges of the holders of the Trust Securities, or



•

to modify, eliminate or add to any provisions of the declaration of trust to the extent necessary to ensure that the Trust will be classified for United States federal income tax purposes as a grantor trust at all times that any Trust Securities are outstanding or to ensure that the Trust will not be required to register as an "investment company" under the 1940 Act;

provided, however, that none of the foregoing actions shall adversely affect in any material respect the interests of any holder of Trust Securities, and any amendments of the declaration of trust shall become effective when notice thereof is given to the holders of Trust Securities.

    The declaration of trust may be amended by Washington Mutual, a majority of the Administrative Trustees and the consent of holders representing not less than 66-²/3% in liquidation amount of the outstanding preferred securities if such amendment would adversely affect the powers, preferences or special rights of the Trust Securities, whether by way of amendment to the declaration of trust or otherwise, provided that, if any amendment or proposal would adversely affect only the preferred securities or the common securities of the Trust, then only the affected class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of 66-²/3% in liquidation amount of such class of Trust Securities affected thereby.

    In any event, without the consent of each holder of Trust Securities affected thereby, the declaration of trust may not be amended to

•

change the amount or timing of any distribution on the Trust Securities or otherwise adversely affect the amount of any distribution required to be made in respect of the Trust Securities as of a specified date



•

restrict the right of a holder of Trust Securities to institute suit for the enforcement of any such payment on or after such date or



•

change the right of any unit holder to exchange its preferred securities for debentures and to require repurchase of such debentures as described under "—Limited Right to Repurchase."

    Any required approval or direction of holders of preferred securities may be given at a meeting of holders of preferred securities convened for such purpose or pursuant to written consent. The Administrative Trustees will cause a notice of any meeting at which holders of preferred securities are entitled to vote, or of any matter upon which action by written consent of such holders is to be taken, to be given to each holder of record of preferred securities in the manner set forth in the declaration of trust.

    No vote or consent of the holders of preferred securities will be required for the Trust to redeem and cancel the preferred securities in accordance with the declaration of trust or to distribute the debentures in accordance with the indenture.

    Notwithstanding that holders of preferred securities are entitled to vote or consent under any of the circumstances described above, any of the preferred securities that are owned by Washington Mutual, the Trustees or any affiliate of Washington Mutual or any Trustees, shall, for purposes of such vote or consent, be treated as if they were not outstanding.

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Registrar and Transfer Agent

    The Bank of New York, the Property Trustee, will also act as registrar and transfer agent for the preferred securities.

    Registration of transfers or exchanges of preferred securities will be effected without charge by or on behalf of the Trust, but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange, the Trust may charge a sum sufficient to cover any such payment. If the preferred securities are to be redeemed in part, the Trust will not be required to:

•

issue, register the transfer of or exchange any preferred securities during a period beginning at the opening of business 15 days before the day of the mailing of the relevant notice of redemption and ending at the close of business on the day of such mailing or



•

register the transfer or exchange of any preferred securities so selected for redemption, except in the case of any preferred securities being redeemed in part, any portion thereof not to be redeemed.

Information Concerning the Property Trustee

    The Property Trustee, other than during the occurrence and continuance of a Trust Enforcement Event, undertakes to perform only such duties as are specifically set forth in the declaration of trust and, after such Trust Enforcement Event (which has not been cured or waived), must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the Property Trustee is under no obligation to exercise any of the powers vested in it by the declaration of trust at the request of any holder of preferred securities unless it is offered security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred thereby.

Payment and Paying Agency

    Payments in respect of the global certificates shall be made to DTC, which shall credit the relevant accounts at DTC on the applicable distribution dates or, if the preferred securities are not represented by one or more global certificates, such payments shall be made by check mailed to the address of the holder entitled thereto as such address shall appear on the register in respect of the registrar. The paying agent (the "preferred securities Paying Agent") shall initially be the Property Trustee and any co-paying agent chosen by the Property Trustee and acceptable to the Administrative Trustees and Washington Mutual. The preferred securities Paying Agent shall be permitted to resign as preferred securities Paying Agent upon 30 days' written notice to the Administrative Trustees. In the event that the Property Trustee shall no longer be the preferred securities Paying Agent, the Administrative Trustees shall appoint a successor (which shall be a bank or trust company acceptable to Washington Mutual) to act as preferred securities Paying Agent.

Mergers, Consolidations, Amalgamations or Replacements of the Trust

    The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other person, except as described below. The Trust may, at the request of Washington Mutual, with the consent of the Administrative Trustees and without the consent of the holders of the preferred securities, the Delaware Trustee or the Property Trustee merge with or into, consolidate, amalgamate, be replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any State, provided that

50

•

such successor entity (if not the Trust) either expressly assumes all of the obligations of the Trust with respect to the preferred securities and the common securities of the Trust or substitutes for the preferred securities other securities having substantially the same terms as the preferred securities (the "Successor Securities") so long as the Successor Securities rank the same as the preferred securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise,



•

if the Trust is not the successor entity, Washington Mutual expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee as the holder of the debentures,



•

any Successor Securities are listed (or eligible for trading), or any Successor Securities will be listed (or eligible for trading) upon notification of issuance, on any national securities exchange or with any other organization on which the preferred securities were listed or quoted or eligible for trading prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,



•

such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the preferred securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization,



•

such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the preferred securities (including any Successor Securities) in any material respect,



•

such successor entity (if not the Trust) has a purpose identical in all material respects to that of the Trust,



•

prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, Washington Mutual has received an opinion of counsel to the Trust, rendered by an independent law firm experienced in such matters, to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the preferred securities (including any Successor Securities) in any material respect and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, (1) neither the Trust nor such successor entity will be required to register as an investment company under the 1940 Act and (2) the Trust or the successor entity, as the case may be, will continue to be classified as a grantor trust for United States federal income tax purposes,



•

Washington Mutual or any permitted successor or assignee owns all of the common securities of the Trust or such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee and



•

such successor entity expressly assumes all of the obligations of the Trust.

    Notwithstanding the foregoing, the Trust shall not, except with the consent of holders of 100% in aggregate liquidation amount of the preferred securities, consolidate, amalgamate, merge with or into, be replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it or acquire by conveyance, transfer or lease its properties and assets as an entirety or substantially as an entirety if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes and each holder of the preferred securities not to be treated as owning an undivided beneficial ownership interest in the debentures.

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Merger or Consolidation of Trustees

    Any corporation into which the Property Trustee, the Delaware Trustee or any Administrative Trustee that is not a natural person may be merged or converted or with which such Trustee may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of such Trustee, shall be the successor of such Trustee under the declaration of trust, provided such corporation shall be otherwise qualified and eligible.

Miscellaneous

    The Administrative Trustees are authorized and directed to conduct the affairs of and to operate the Trust in such a way that the Trust will not be deemed to be an "investment company" required to be registered under the 1940 Act or classified as other than a grantor trust for United States federal income tax purposes and so that the debentures will be treated as indebtedness of Washington Mutual for United States federal income tax purposes. Washington Mutual and the Administrative Trustees are authorized to take any action, not inconsistent with applicable law, the Certificate of Trust or the declaration of trust, that Washington Mutual and the Administrative Trustees determine in their discretion to be necessary or desirable for such purposes, as long as such action does not materially adversely affect the interests of the holders of the preferred securities.

    The Trust may not borrow money, issue debt, reinvest proceeds derived from investments, or mortgage or pledge any of its assets. In addition, the Trust may not undertake any activity that would cause the Trust not to be classified as a grantor trust for United States federal income tax purposes.

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DESCRIPTION OF THE DEBENTURES

    We have summarized selected terms of the debentures. The summary is not complete. The following description is subject to, and is qualified in its entirety by reference to, the First Supplemental Indenture (the "Supplemental Indenture") and the indenture (the "Base Indenture" and, together with the Supplemental Indenture, the "Indenture"), by and between Washington Mutual and The Bank of New York, as Trustee (the "Debenture Trustee"). Certain capitalized terms used herein are defined in the indenture.

    The Indenture was filed as an exhibit to the registration statement. We urge you to read the Indenture (including definitions of terms used therein) because it, and not this description, defines your rights as beneficial holder of the debentures. You may request copies of these documents from us at our address set forth below under "Where You Can Find Additional Information."

General

    The debentures were issued under the indenture. The debentures are limited in aggregate principal amount to the aggregate liquidation amount of all Trust Securities as set forth in the declaration of trust.

    The debentures are not subject to a sinking fund provision. The entire principal amount of the debentures will mature and become due and payable, together with any accrued and unpaid interest thereon, including Compounded Interest (as defined herein), if any, on July 1, 2041, unless such maturity date is earlier in connection with a remarketing of the preferred securities as described under "Description of the Preferred Securities—Remarketing," in which event the accreted value of the debentures will be due and payable on such earlier maturity date, together with any accrued and unpaid interest on the accreted value.

    Debentures were initially issued as a global certificate. See "Book-Entry Issuance." As described herein, under certain limited circumstances, debentures may be issued in certificated form in exchange for a global certificate. See "Book-Entry Issuance—Depository Procedures." Payments on debentures issued as a global certificate will be made through the debenture Paying Agent (as defined herein) to DTC. In the event debentures are issued in certificated form, principal, premium, if any, and interest will be payable, the transfer of the debentures will be registrable and debentures will be exchangeable for debentures of other denominations of a like aggregate principal amount at the corporate trust office of the Debenture Trustee in New York, New York; provided that payment of interest may be made at the option of Washington Mutual by check mailed to the address of the holder entitled thereto. Notwithstanding the foregoing, so long as the beneficial holder of the debentures is the Property Trustee, the payment of principal, premium, if any, and interest on the debentures held by the Property Trustee will be made through DTC to such account as may be designated by the Property Trustee.

    If a holder of units exercises its warrants, other than an exercise in lieu of a redemption of warrants, that holder will have the right to require the Trust to exchange its preferred securities for debentures and require Washington Mutual to repurchase its debentures as described in "Description of the Preferred Securities—Limited Right to Repurchase."

    Under certain circumstances involving the dissolution of the Trust, including following the occurrence of a Tax Event or an Investment Company Event, debentures may be distributed to the holders of the Trust Securities in liquidation of the Trust, unless the preferred securities are otherwise redeemed in connection with such event. See "Description of the Preferred Securities—Distribution of Debentures Upon Tax or Investment Company Event."

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Subordination

    The payment of principal of and interest on the debentures will be, to the extent provided in the indenture, subordinate to the prior payment in full of all Senior Indebtedness (as defined herein).

    Upon any payment or distribution of assets of Washington Mutual to creditors resulting from any liquidation, dissolution, winding up or reorganization of, or any insolvency proceedings involving, Washington Mutual, or any assignment by Washington Mutual for the benefit of its creditors or any other marshaling of the assets of Washington Mutual, the holders of all Senior Indebtedness will first be entitled to receive payment in full before the holders of the debentures will be entitled to receive any payment upon the principal of or premium, if any, or interest on the debentures.

    Upon the happening and during the continuance of a default on any Senior Indebtedness (other than a default described in clause (i) and (ii) below) that occurs and is continuing that permits the holders of such Senior Indebtedness to accelerate its maturity, and following receipt by Washington Mutual and the Trustee of the notice provided for by the indenture, no payment may be made on the debentures for a period of up to 179 days after receipt of such notice, unless such default is cured or waived. No payment of principal of, premium, if any, or interest on the debentures may be made (i) if any Senior Indebtedness of Washington Mutual is not paid when due and any applicable grace period with respect to such default has ended with such default not having been cured or waived or ceasing to exist or (ii) if the maturity of any Senior Indebtedness has been accelerated because of a default.

    By reason of the subordination, in the event of Washington Mutual's bankruptcy, dissolution or reorganization, holders of Senior Indebtedness may receive more, ratably, and holders of the debentures may receive less, ratably, than the other creditors of Washington Mutual. Such subordination will not prevent the occurrence of an Event of Default under the indenture.

    Subject to the qualifications described below, the term "Senior Indebtedness" includes principal, premium, if any, and interest on

•

all indebtedness of Washington Mutual for money borrowed (other than trade accounts payable in the ordinary course of business) or in connection with the acquisition of properties or assets,



•

all obligations of Washington Mutual under leases required or permitted to be capitalized under generally accepted accounting principles,



•

any indebtedness of others of the kinds described above for which Washington Mutual is liable as guarantor or otherwise and



•

amendments, renewals, extensions and refundings of any such indebtedness;

unless in any instrument or instruments evidencing or securing such indebtedness or pursuant to which the same is outstanding, or in any such amendment, renewal, extension or refunding, it is expressly provided that such indebtedness is not superior in right of payment to the debentures.

    In the event that notwithstanding any of the foregoing prohibitions, the Trustee or the holders of the debentures receive any payment or distribution on account of or in respect of the debentures, such payment or distribution will be paid over and delivered to the holders of Senior Indebtedness or, in the case of a bankruptcy, insolvency or similar proceeding of Washington Mutual, to the trustee, receiver or other person making payment or distribution of the assets of Washington Mutual. For purposes of the subordination provisions, the payment, issuance or delivery of cash, property or securities (other than stock and certain subordinated securities of Washington Mutual) upon conversion of a debenture will be determined to constitute payment on account of the principal of such debenture.

    Both the Guarantee and the debentures are structurally subordinated to all obligations of Washington Mutual's subsidiaries.

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    Washington Mutual only has a stockholder's claim in the assets of its subsidiaries. This stockholder's claim is junior to the claims that creditors of Washington Mutual's subsidiaries have against those subsidiaries, including in the case of subsidiaries that are depository institutions, its depositors, the Federal Deposit Insurance Corporation and the Federal Home Loan Banks of San Francisco and Seattle. Holders of the debentures and beneficiaries of the guarantee of the preferred securities will only be creditors of Washington Mutual. Such holders will not be creditors of Washington Mutual's subsidiaries, where most of Washington Mutual's consolidated assets are located. All of Washington Mutual's subsidiaries' existing and future liabilities, including any claims of trade creditors and preferred stockholders, will be effectively senior to the guarantee of the preferred securities and the debentures.

    All the operations of Washington Mutual are conducted through its subsidiaries. Therefore, Washington Mutual's ability to service its debt, including the guarantee and the debentures, is dependent upon the earnings of these subsidiaries, and their ability to distribute those earnings as dividends, loans or other payments to Washington Mutual. Certain laws restrict the ability of Washington Mutual's subsidiaries to pay dividends and make loans and advances to it. In particular, dividends by Washington Mutual Bank, FA, Washington Mutual Bank and Washington Mutual Bank fsb are restricted under the laws and regulations applicable to savings associations and savings and loan holding companies. Washington Mutual will not be able to use the earnings of its depository subsidiaries subject to distribution restrictions to make payments on the guarantee and the debentures, except to the extent the restrictions are satisfied. Any of the situations described above could make it more difficult for Washington Mutual to service the debentures or guarantee.

    As of March 31, 2001, the principal amount of Washington Mutual's outstanding indebtedness that would have constituted Senior Indebtedness was approximately $2.5 billion. The indenture does not limit the amount of additional indebtedness, including Senior Indebtedness, which Washington Mutual can create, incur, assume or guarantee, nor does the indenture limit the amount of indebtedness which any subsidiary of Washington Mutual can create, incur, assume or guarantee.

    The total balance sheet liabilities (excluding deposits) of Washington Mutual's subsidiaries, as of March 31, 2001, excluding unused commitments made by lenders, was approximately $111.89 billion. Washington Mutual's subsidiaries also have other liabilities and commitments, including contingent and other off-balance sheet liabilities, that may be significant. See "Risk Factors."

Certain Covenants of Washington Mutual

    Except as otherwise provided in the indenture, for so long as the debentures are held by the Property Trustee, Washington Mutual will covenant

•

to maintain directly or indirectly ownership of all of the common securities of the Trust; provided, however, that any permitted successor of Washington Mutual under the indenture may succeed to Washington Mutual's ownership of the common securities of the Trust;



•

to cause the Trust to remain a statutory business trust, except in connection with the distribution of the debentures to holders of Trust Securities, the redemption of all Trust Securities, or certain mergers, consolidations or amalgamations, each as permitted by the declaration of trust, and not to voluntarily dissolve, wind-up, liquidate or be terminated, except as permitted by the declaration of trust and otherwise continued to be classified as a grantor trust for U.S. federal income tax purposes;



•

to use its commercially reasonable efforts to ensure that the Trust will not be an "investment company" for purposes of the 1940 Act and

55

•

to take no action that would be reasonably likely to cause the Trust to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Redemption; Repurchase by Holder

    Washington Mutual will not have the right to redeem the debentures in whole or in part at any time.

    Washington Mutual will be required to redeem the debentures in certain circumstances following the exercise of warrants by a unit holder as described under "Description of the Preferred Securities—Limited Right to Repurchase."

Interest

    Each debenture bears interest on the stated principal amount thereof at the rate of 5.375% per annum, subject to adjustment as described below and under "Description of the Preferred Securities—Remarketing," from and including April 30, 2001. Interest is payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (each, an "Interest Payment Date"), commencing on August 1, 2001, to the person in whose name such debenture is registered, subject to certain exceptions, at the close of business on the business day next preceding such Interest Payment Date. In the event the preferred securities shall not continue to remain in book-entry only form and the debentures are not in the form of a global certificate, Washington Mutual shall have the right to select record dates, which shall be at least one business day before an Interest Payment Date.

    The amount of interest payable for any full quarterly interest period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly interest period for which interest is computed, will be computed on the basis of 30-day months and, for periods of less than a month, the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on the debentures is not a business day, then payment of the interest payable on such date will be made on the next succeeding day that is a business day (and without any interest or other payment in respect of any such delay), except that if such business day is in the next succeeding calendar year, then such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date.

    If a Remarketing Event (as defined herein) occurs and the preferred securities are remarketed, interest will accrue on the accreted value of the debentures at the Reset Rate (as defined herein) from the remarketing date to but not including the stated maturity (as modified in connection with such remarketing). If there is a failed remarketing (as described in "Description of the Preferred Securities—Remarketing"), interest will accrue on the accreted value of the debentures at a rate of 10.48% from the failed remarketing date to but not including the stated maturity (as modified in connection with such failed remarketing).

Terms Upon Remarketing of Preferred Securities; Failed Remarketing

    In connection with a remarketing of the preferred securities as described in "Description of the Preferred Securities—Remarketing"

•

the aggregate accreted value of the debentures will become due and payable on the date which is 60 days after the failed remarketing date; and



•

the debentures will have an interest rate payable on the accreted value equal to the rate established in the remarketing, and

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    In the event of a failed remarketing as described in "Description of the Preferred Securities—Remarketing—Remarketing Procedures—A Failed Remarketing"

•

the interest rate on the debentures will equal the 10.48% from the failed remarketing date to but not including the stated maturity (as modified in connection with such failed remarketing);



•

the aggregate accreted value of the debentures will become due and payable on the date which is 60 days after the failed remarketing date; and



•

Washington Mutual may not defer interest payments on the debentures.

    In the event debentures are distributed to holders of preferred securities the provisions describing the remarketing of the preferred securities shall apply to the debentures.

Option to Extend Interest Payment Period

    So long as Washington Mutual is not in default in the payment of interest on the debentures, and so long as a failed remarketing has not occurred, Washington Mutual will have the right, at any time, and from time to time during the term of the debentures to defer payments of interest by extending the interest payment period for a period (the "Extension Period") not exceeding 20 consecutive quarters or extending beyond the stated maturity of the debentures, during which Extension Period no interest will be due and payable. The Extension Period will automatically terminate, and cash interest will thereafter be payable, upon the occurrence of a failed remarketing. At the end of the Extension Period, Washington Mutual shall pay all interest then accrued and unpaid, together with interest thereon compounded quarterly at the then applicable rate for the debentures to the extent permitted by applicable law ("Compounded Interest"). Prior to the termination of any such Extension Period, Washington Mutual may further extend such Extension Period; provided that such Extension Period, together with all such previous and further extension, may not exceed 20 consecutive quarters or extend beyond the stated maturity of the debentures. Upon the termination of any Extension Period and the payment of all amounts then due, Washington Mutual may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. Washington Mutual has no present intention of exercising its right to defer payments of interest by extending the interest payment period on the debentures.

    During any such Extension Period, Washington Mutual shall not, and shall not permit any subsidiary to

•

declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of Washington Mutual's capital stock or



•

make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of Washington Mutual that rank on a par with or junior in interest to the debentures or make any guarantee payments with respect to any guarantee by Washington Mutual of the debt securities of any subsidiary of Washington Mutual if such guarantee ranks on a par with or junior in interest to the debentures

other than (a) dividends or distributions in common stock of Washington Mutual, (b) payments under the Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto and (d) purchases of common stock related to the issuance of common stock or rights under any of Washington Mutual's benefit plans and (e) repurchases of common stock of Washington Mutual (which repurchases are made by Washington Mutual in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

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    If the Property Trustee shall be the only holder of the debentures, Washington Mutual shall give the Administrative Trustees, the Property Trustee and the Debenture Trustee notice of its election of such Extension Period at least one business day prior to the earlier of (i) the next date on which distributions on the preferred securities are payable or (ii) the date the Administrative Trustees are required to give notice of the record date or the date such distributions are payable for the first quarter of such Extension Period to any national stock exchange or other organization on which the preferred securities are listed or quoted, if any, or to holders of the preferred securities as of the record date or the distribution date. If the Property Trustee shall not be the holder of the debentures, Washington Mutual shall give the holders of the debentures notice of its election of such Extension Period at least ten business days prior to the earlier of (i) the Interest Payment Date for the first quarter of such Extension Period or (ii) the date upon which Washington Mutual is required to give notice of the record or payment date of such related interest payment for the first quarter to any national stock exchange or other organization on which the debentures are listed or quoted, if any, or to holders of the debentures.

    Prior to the exercise of its right to cause a remarketing of the debentures, Washington Mutual must pay all deferred interest and Compounded Interest thereon so that no amounts are then owing on the debentures.

Payment of Expenses of the Trust

    Under the terms of the indenture, Washington Mutual, as borrower, has agreed to pay all fees and expenses related to the organization and operations of the Trust (including any taxes, duties, assessments or other governmental charges of whatever nature imposed on the Trust by the United States, or any other taxing authority) and the offering of the Trust Securities and be responsible for all debts and obligations of the Trust (other than with respect to the Trust Securities), so that the net amounts received, retained or paid by the Trust after paying such fees, expenses, debts and obligations will be equal to the amounts the Trust would have received or paid had no such fees, expenses, debts and obligations been incurred by or imposed on the Trust. The foregoing obligations of Washington Mutual are for the benefit of, and shall be enforceable by, any person to whom such fees, expenses, debts and obligations are owed (each a "Creditor") whether or not such Creditor has received notice thereof. Any such Creditor may enforce such obligations of Washington Mutual directly against Washington Mutual, and Washington Mutual irrevocably waives any right or remedy to require that any such Creditor take any action against the Trust or any other person before proceeding against Washington Mutual. Washington Mutual shall execute such additional agreements as may be necessary to give full effect to the foregoing.

Consolidation, Merger and Sale of Assets

    Except as otherwise provided in the indenture, Washington Mutual may not merge or consolidate with or sell or convey all or substantially all of its assets to any person or entity unless

•

the successor corporation (if other than Washington Mutual) is a corporation organized under the laws of any State of the United States, and such successor company assumes Washington Mutual's obligations under the debentures and the indenture and



•

immediately after giving effect to such transaction, no Indenture Event of Default shall have occurred and be continuing.

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Indenture Events of Default

    Any one of the following events will constitute an Indenture Event of Default with respect to the debentures:

•

default in the payment of any interest on the debentures when due and payable, if continued for 30 days after written notice has been given as provided in the indenture, whether or not such payment is prohibited by the subordination provisions of the indenture and the debentures; provided, however, that a valid extension of the interest payment period does not constitute a default in the payment of interest;



•

default in the payment of principal of (or premium, if any, on) the debentures when due and payable whether or not such payment is prohibited by the subordination provisions of the indenture and the debentures;



•

failure to perform any other covenant of Washington Mutual in the indenture or the debentures (other than a covenant included in the indenture solely for the benefit of any series of debt securities other than the debentures), if continued for 90 days after written notice has been given as provided in the indenture;



•

certain events of bankruptcy, insolvency or liquidation involving Washington Mutual; or



•

the voluntary or involuntary dissolution, winding-up, or termination of the Trust, except in connection with (i) the distribution of debentures to the holders of Trust Securities in liquidation of the Trust or their interest in the Trust, (ii) the redemption of all outstanding Trust Securities and (iii) certain mergers, consolidations or amalgamations, each as permitted by the declaration of trust.

    If any Indenture Event of Default shall occur and be continuing, the Property Trustee, as the holder of the debentures, will have the right under the indenture to declare the principal of the debentures (including any Compounded Interest, if any) and any other amounts payable under the indenture to be forthwith due and payable and to enforce its other rights as a creditor with respect to the debentures. An Indenture Event of Default also constitutes a Trust Enforcement Event. The holders of preferred securities in certain circumstances have the right to direct the Property Trustee to exercise its rights as the holder of the debentures. In addition, if the Property Trustee fails to enforce its rights under the debentures any holder of preferred securities may institute a legal proceeding against Washington Mutual to enforce the Property Trustee's rights under the debentures. See "Description of the Preferred Securities—Trust Enforcement Events" and "Description of the Preferred Securities—Voting Rights, Amendment of the Declaration." Notwithstanding the foregoing, if an Indenture Event of Default has occurred and is continuing and such event is attributable to the failure of Washington Mutual to pay interest or principal on the debentures on the date such interest or principal is otherwise payable, Washington Mutual acknowledges that then a holder of preferred securities may institute a direct action for payment after the respective due date specified in the debentures. Notwithstanding any payments made to such holder of preferred securities by Washington Mutual in connection with a direct action, Washington Mutual shall remain obligated to pay the principal of or interest on the debentures held by the Trust or the Property Trustee. The holders of preferred securities will not be able to exercise directly any other available to the holders of the debentures.

    If any Indenture Event of Default shall occur and be continuing and the debentures have been distributed to the holders of the Trust Securities upon a liquidation of the Trust, the holders of not less than 25% in aggregate principal amount of the debentures will have the right to declare the principal of the debentures (including any Compounded Interest, if any) and any other amounts payable under the indenture to be forthwith due and payable and to enforce their other rights as a creditor with respect to the debentures.

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Defeasance

    The obligations of Washington Mutual with respect to the payment of the principal, premium, if any, and interest on, the debentures will terminate if Washington Mutual irrevocably deposits or causes to be deposited with the Debenture Trustee, under the terms of an escrow trust agreement satisfactory to the Debenture Trustee, as a trust fund specifically pledged as security for, and dedicated solely to, the benefit of the holders of the debentures,

•

money,



•

U.S. government obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money at such time or times as payments are due and payable on the debentures, or



•

a combination of the foregoing, sufficient to pay and discharge each installment of principal, premium, if any, and interest on the debentures.

    The discharge of the debentures is subject to certain other conditions, including, without limitation,

•

no Indenture Event of Default or event (including such deposit) which with notice or lapse of time would become an Indenture Event of Default shall have occurred and be continuing on the date of such deposit,



•

such deposit and the related intended consequence will not result in any default or event of default under any material indenture, agreement or other instrument binding upon Washington Mutual or its subsidiaries or any of their properties and



•

Washington Mutual shall have delivered to the Debenture Trustee an opinion of independent tax counsel or a private letter ruling by the IRS satisfactory to the Debenture Trustee to the effect that holders of the debentures will not recognize income, gain or loss for United States federal income tax purposes if Washington Mutual makes such deposit.

    Notwithstanding a defeasance of the debentures, Washington Mutual will continue to have the right to cause a remarketing of the debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such modified maturity date.

Modification, Waiver, Meetings and Voting

Modification of Indenture

    The indenture provides that Washington Mutual and the Debenture Trustee may, without the consent of any holders of debentures, enter into supplemental indentures for the purposes, among other things, of adding to Washington Mutual's covenants, adding additional Indenture Events of Default, or curing ambiguities or inconsistencies in such indenture, or making other changes to the indenture or form or terms of the debentures, provided such action does not have a material adverse effect on the interests of the holders of the debentures. In addition, modifications and amendments of the indenture may be made by Washington Mutual and the Debenture Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the debentures and all other series of debt securities issued under the indenture then outstanding affected, acting as one class, by such modification or amendment, provided, however, that no such modification or amendment may, without the consent of each holder of debentures outstanding that is affected thereby,

•

change the stated maturity of the principal of, or any installment of principal of or interest on the debentures,



•

reduce the principal, premium, if any, or interest on any debentures,

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•

change the place of payment where the debentures or any premium or interest thereon is payable,



•

impair the right to institute suit for the enforcement of any payment on or with respect to the debentures,



•

reduce the percentage in principal amount of the debentures then outstanding required for modification or amendment of the indenture or for any waiver of compliance with certain provisions of the indenture or for waiver of certain defaults,



•

change any obligation of Washington Mutual to maintain an office or agency in the places and for the purposes required by the indenture, or



•

modify any of the above provisions,

provided, further, that no such modification or amendment shall be effective until the holders of not less than 66²/3% of the aggregate liquidation amount of the Trust Securities shall have consented to such modification or amendment; provided, further, that where a consent under the indenture would require the consent of the holders of more than 66²/3% of the principal amount of the debentures, such modification or amendment shall not be effective until the holders of at least the same proportion in aggregate stated liquidation amount of the Trust Securities shall have consented to such modification or amendment.

Waiver of Default

    The holders of not less than 66²/3% of aggregate principal amount of the debentures then outstanding may, on behalf of the holders of all debentures, waive any past default under the indenture with respect to the debentures except a default in the payment of principal, premium, if any, or any interest on the debentures and a default in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of each holder of the debentures then outstanding. Such waiver shall not be effective until the holders of a majority in aggregate stated liquidation amount of Trust Securities shall have consented to such waiver provided, further, that where a consent under the indenture would require the consent of the holders of more than a majority in principal amount of the debentures, such waiver shall not be effective until the holders of at least the same proportion in aggregate stated liquidation amount of the Trust Securities shall have consented to such waiver.

Meetings and Voting

    A meeting may be called at any time by the Debenture Trustee, and shall be called upon request, by Washington Mutual pursuant to a resolution of the Board or the holders of at least 20% in aggregate principal amount of the debentures then outstanding. Except as described above under "—Modification, Waiver, Meetings and Voting—Modification of Indenture" and "—Modification, Waiver, Meetings and Voting—Waiver of Default," a resolution presented at a meeting or reconvened meeting at which a quorum of the holders of debentures then outstanding is present may be adopted by the affirmative vote of the lesser of

•

the holders of a majority in principal amount of the debentures then outstanding, or



•

the holders of 66²/3% in principal amount of the debentures then outstanding represented and voting at the meeting;

provided, however, that if any consent, waiver or other action which the indenture expressly provides may be made, given or taken by the holders of a specified percentage, which is less than a majority of

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the principal amount of the debentures then outstanding, such action may be adopted at a meeting or reconvened meeting at which a quorum is present by the affirmative vote of the lesser of

•

the holders of such specified percentage in principal amount of the debentures then outstanding or



•

a majority in principal amount of debentures then outstanding of such series represented and voting at the meeting.

Any resolution passed or decision taken at any meeting of holders of debentures duly held in accordance with the indenture will be binding on all holders of debentures whether or not present or represented at the meeting.

    Except with respect to certain reconvened meetings, the quorum at a meeting of the holders of debentures will be persons holding or representing a majority in principal amount of the debentures then outstanding.

Governing Law

    The indenture and the debentures are governed by and construed in accordance with the laws of the State of New York.

Miscellaneous

    The indenture provides that Washington Mutual, as borrower, will pay all fees and expenses related to

•

the issuance and exchange of the Trust Securities and the debentures,



•

the organization, maintenance and dissolution of the Trust,



•

the retention of the Trustees,



•

the enforcement by the Property Trustee of its rights as a holder of debentures, and



•

all taxes and charges of whatever nature directly imposed on the Trust. In addition, Washington Mutual is primarily liable for any indemnification obligations with respect to the declaration of trust.

    Washington Mutual will have the right at all times to assign any of its respective rights or obligations under the indenture to a direct or indirect wholly owned subsidiary of Washington Mutual; provided that, in the event of any such assignment, Washington Mutual will remain liable for all of its respective obligations. Subject to the foregoing, the indenture is binding upon and will inure to the benefit of the parties thereto and their respective successors and assigns. The indenture provides that it may not otherwise be assigned by the parties thereto.

DESCRIPTION OF THE GUARANTEE

    We have summarized selected provisions of the Guarantee. The summary is not complete and is subject to, and qualified in its entirety by reference to, the form of Guarantee, including the definitions therein of certain terms, and the Trust Indenture Act. The Guarantee is qualified as an indenture under the Trust Indenture Act. The Bank of New York is the Guarantee Trustee for purposes of compliance with the Trust Indenture Act and holds the Guarantee for the benefit of the holders of the preferred securities.

    The Guarantee Agreement was filed as an exhibit to the registration statement. We urge you to read the Guarantee Agreement because it and not this description, defines your rights under the

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guarantee. You may request copies of the Guarantee Agreement from us at our address set forth below under the heading "Where You Can Find Additional Information."

    The following payments or distributions with respect to the preferred securities, to the extent not paid by or on behalf of the Trust (the "Guarantee Payments"), will be subject to the Guarantee:

•

any accumulated and unpaid distributions required to be paid on the preferred securities, to the extent that the Trust has sufficient funds available therefor at the time,



•

the Redemption Price with respect to any preferred securities called for redemption, to the extent that the Trust has sufficient funds available therefor at such time, and



•

upon a voluntary or involuntary dissolution, winding up or termination of the Trust (other than in connection with the exchange of all of the preferred securities for debentures or the distribution of the debentures to holders of the preferred securities), the lesser of

—the aggregate accreted value of the preferred securities and all accumulated and unpaid distributions thereon to the date of payment and

—the amount of assets of the Trust remaining available for distribution to holders of preferred securities.

    Washington Mutual's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by Washington Mutual to the holders of the applicable preferred securities or by causing the Trust to pay such amounts to such holders.

    The holders of not less than a majority in aggregate liquidation amount of the Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of the Guarantee or to direct the exercise of any trust or power conferred upon the Guarantee Trustee under the Guarantee. If the Guarantee Trustee fails to enforce the Guarantee, then any holder of the preferred securities, subject to the subordination provisions of the Guarantee for such payment, may institute a legal proceeding directly against Washington Mutual to enforce the Guarantee Trustee's rights under such Guarantee without first instituting a legal proceeding against the Trust, the Guarantee Trustee or any other person or entity. If Washington Mutual were to default on its obligation to pay amounts payable under the debentures, the Trust would lack sufficient funds for the payment of distributions or amounts payable on redemption of the preferred securities or otherwise, and, in such event, holders of the preferred securities would not be able to rely upon the Guarantee for payment of such amounts. Instead, if an Indenture Event of Default shall have occurred and be continuing and such event is attributable to the failure of Washington Mutual to pay interest on or principal of the debentures on the applicable payment date, then a holder of preferred securities may institute a legal proceeding directly against Washington Mutual pursuant to the terms of the indenture for enforcement of payment to such holder of the principal of or interest on such debentures having a principal amount equal to the aggregate liquidation amount of the preferred securities of such holder (a "direct action"). Except as described herein, holders of preferred securities will not be able to exercise directly any other remedy available to the holders of debentures or assert directly any other rights in respect of the debentures. See "Risk Factors."

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RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE DEBENTURES
AND THE GUARANTEE

Full and Unconditional Guarantee

    Payments of distributions and other amounts due on the preferred securities (to the extent the Trust has funds available for the payment of such distributions) are irrevocably guaranteed by Washington Mutual as and to the extent set forth under "Description of the Guarantee." If and to the extent that Washington Mutual does not make payments under the debentures, the Trust will not have sufficient funds to pay distributions or other amounts due on the preferred securities. The Guarantee does not cover payment of distributions when the Trust does not have sufficient funds to pay such distributions. In such event, a holder of preferred securities may institute a legal proceeding directly against Washington Mutual to enforce payment of such distributions to such holder after the respective due dates. Taken together, Washington Mutual's obligations under the declaration of trust, the debentures, the indenture and the Guarantee provide, in the aggregate, a full and unconditional guarantee of payments of distributions and other amounts due on the preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that has the effect of providing a full and unconditional guarantee of the Trust's obligations under the preferred securities. The obligations of Washington Mutual under the Guarantee are subordinate and junior in right of payment to all Senior Indebtedness of Washington Mutual.

Sufficiency of Payments

    As long as payments of interest, principal and other payments are made when due on the debentures, such payments will be sufficient to cover distributions and other payments due on the preferred securities, because of the following factors: (i) the aggregate principal amount of the debentures will be equal to the sum of the aggregate stated liquidation amount of the Trust Securities, (ii) the interest rate and interest and other payment dates on the debentures will match the distribution rate and distribution and other payment dates for the preferred securities, (iii) pursuant to the indenture, Washington Mutual, as borrower, will pay, and the Trust will not be obligated to pay, all costs, expenses and liabilities of the Trust except the Trust's obligations under the Trust Securities and (iv) the declaration of trust further provides that the Trust will not engage in any activity that is not consistent with the limited purposes of the Trust.

    Notwithstanding anything to the contrary in the indenture, Washington Mutual has the right to set-off any payment it is otherwise required to make thereunder with and to the extent Washington Mutual has theretofore made, or is concurrently on the date of such payment making, a related payment under the Guarantee.

Enforcement Rights of Holders of Preferred Securities

    If a Trust Enforcement Event occurs and is continuing, the holders of preferred securities would rely on the enforcement by the Property Trustee of its rights as holder of the debentures against Washington Mutual. In addition, the holders of a majority in liquidation amount of the preferred securities will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Property Trustee or to direct the exercise of any trust or power conferred upon the Property Trustee under the declaration of trust, including the right to direct the Property Trustee to exercise the remedies available to it as the holder of the debentures. The indenture provides that the Debenture Trustee shall give holders of debentures notice of all defaults or events of default within 30 days after occurrence.

    If the Property Trustee fails to enforce its rights under the debentures in respect of an Indenture Event of Default after a holder of record of preferred securities has made a written request, such

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holder of record of preferred securities may, to the extent permitted by applicable law, institute a legal proceeding against Washington Mutual to enforce the Property Trustee's rights in respect of debentures having a principal amount equal to the aggregate stated liquidation amount of the preferred securities of such holder. In addition, if Washington Mutual fails to pay interest or principal on the debentures on the date such interest or principal is otherwise payable, and such failure to pay is continuing, a holder of preferred securities may institute a direct action for enforcement of payment to such holder of the principal of or interest on the debentures having a principal amount equal to the aggregate stated liquidation amount of the preferred securities of such holder after the respective due date specified in the debentures. In connection with such a direct action. Washington Mutual will have the right under the indenture to set off any payment made to such holder by Washington Mutual. The holders of preferred securities will not be able to exercise directly any other remedy available to the holders of the debentures.

Limited Purpose of Trust

    The trust securities evidence beneficial interests in the Trust, and the Trust exists for the sole purpose of issuing the Trust Securities and investing the proceeds thereof in debentures. A principal difference between the rights of a holder of preferred securities and a holder of debentures is that a holder of debentures is entitled to receive from Washington Mutual the principal amount of and interest accrued on debentures held, while a holder of preferred securities is entitled to receive distributions from the Trust (or from Washington Mutual under the Guarantee) if and to the extent the Trust has funds available for the payment of such distributions.

Rights Upon Termination

    Upon any voluntary or involuntary dissolution, winding-up or liquidation of the Trust involving the liquidation of the debentures, the holders of the trust securities will be entitled to receive, out of assets held by the Trust, subject to the rights of creditors of the Trust, if any, the liquidation distribution in cash. See "Description of the Preferred Securities—Liquidation Distribution Upon Dissolution." Upon any voluntary or involuntary liquidation or bankruptcy of Washington Mutual, the Property Trustee, as holder of the debentures, would be a subordinated creditor of Washington Mutual, subordinated in right of payment to all Senior Indebtedness as set forth in the indenture, but entitled to receive payment in full of principal and interest before any stockholders of Washington Mutual receive payments or distributions. The positions of a holder of preferred securities and a holder of the debentures relative to other creditors and to stockholders of Washington Mutual in the event of liquidation or bankruptcy of Washington Mutual should be substantially the same.

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BOOK-ENTRY ISSUANCE

Book-Entry Issuance of the Preferred Securities

    The Depository Trust Company ("DTC") is the securities depositary for the units, preferred securities and warrants, each of which will be issued only as fully registered securities registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC as described below. The debentures were issued as fully registered securities registered in the name of the property trustee or its nominee and deposited with the property trustee. In the event that ownership interests in the debentures become transferable, DTC will become the securities depository for the debentures, which will be issued only as fully registered securities registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC as described below. Unit securities sold to "qualified institutional buyers", as defined in Rule 144A under the Securities Act ("QIBs"), are evidenced by one or more global securities (the "Rule 144 Global Securities") deposited with or on behalf of DTC, and registered in the name of Cede & Co. as DTC's nominee. Unit securities sold outside the United States to "non-U.S. persons", as defined under Regulation S under the Securities Act, in compliance with Regulation S are evidenced by one or more global securities (the "Regulation S Global Securities" and together with the Rule 144 Global Securities, the "Global Securities") deposited with or on behalf of a custodian for DTC, and registered in the name of Cede & Co. as DTC's nominee, for credit to the subscribers' respective accounts at Euroclear and Clearstream.

    Beneficial interests in the Regulation S Global Securities may be held only through Euroclear or Clearstream during the period of one year beginning on the latest of the commencement of the offering and the original issue date of the applicable unit security. Beneficial interests in the Rule 144A Global Securities may be exchanged for beneficial interests in the Regulation S Global Securities, and beneficial interests in the Regulation S Global Securities may be exchanged for beneficial interests in the Rule 144A Global Securities, in limited circumstances described in the indenture, warrant agreement, unit agreement or trust agreement, as applicable. See "—Exchanges between Regulation S Global Securities and Rule 144A Global Securities."

Depository Procedures

    DTC has advised the Trust and Washington Mutual that DTC is a limited-purpose trust company created to hold securities for the participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interest and transfer of ownership interest of each actual purchaser of each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

    DTC has also advised the Trust and Washington Mutual that purchases of units, preferred securities, warrants or the debentures, if DTC shall ever act as depositary for the debentures (each, a "Global Security") within the DTC system must be made by or through Participants, which will receive a credit for the applicable Global Security on DTC's records. The ownership interest of each actual purchaser of each applicable Global Security is in turn to be recorded on the Participants' and Indirect Participants' records. Owners of interest will not receive written confirmation from DTC of their purchases, but owners of interest are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Participants or Indirect

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Participants through which the owners of interest purchased their applicable Global Securities. Transfers of ownership interests in the Global Securities are to be accomplished by entries made on the books of Participants or Indirect Participants acting on behalf of owners of interest. Except as described below, owners of interests will not receive physical delivery of certificates representing their ownership interests in the Global Securities and will not be considered the registered owners or holders thereof for any purpose.

    The laws of some jurisdictions require that certain persons take physical delivery in certificated form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Certificate to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants and certain banks, the ability of a person having beneficial interests in a Global Certificate to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. For certain other restrictions on the transferability of the Global Securities or Debenture Global Security, see "—Exchange of Book-Entry Securities for Certificated Securities."

    Payments in respect of the Global Securities will be payable by the Property Trustee and the Debenture Trustee, respectively, to DTC in its capacity as the registered holder. The Property Trustee and the Debenture Trustee will treat the persons in whose names the applicable Global Securities, including the Global Certificates, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither the Property Trustee nor any agent thereof has or will have any responsibility or liability for (i) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interests in the Global Certificates, or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Certificates or (ii) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants. DTC has advised the Trust and Washington Mutual that its current practice, upon receipt of any payment in respect of securities such as the units, debentures, preferred securities and warrants, is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Payments by the Participants and the Indirect Participants to the beneficial owners of Global Securities will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Property Trustee, the Debenture Trustee or the Trust. None of the Trust, the Property Trustee, the warrant agent or the Debenture Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Global Securities, and the Trust, the Property Trustee, the warrant agent and the Indenture Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

    Interests in the Global Certificates will trade in DTC's Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its Participants. Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

    Subject to compliance with the transfer restrictions applicable to the unit securities, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established

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deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

    Because of the time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Security from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interest in a Global Security by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

    DTC has advised the Trust and Washington Mutual that it will take any action permitted to be taken by a holder of a Global Security only at the direction of one or more Participants to whose account with DTC interests in the Global Certificates are credited. However, if there is an Indenture Event of Default (or, in the case of preferred securities, any event which after notice or lapse of time or both would be a Trust Enforcement Event), DTC reserves the right to exchange the Global Certificates for units, debentures, preferred securities or warrants, as appropriate, in certificated form and to distribute such securities to its Participants.

    The information in this section concerning DTC and its book-entry systems has been obtained from sources that the Trust and Washington Mutual believe to be reliable, but neither the Trust nor Washington Mutual takes responsibility for the accuracy thereof.

    Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interest in the Global Securities among participants in DTC, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither the Trust nor the Property Trustee will have any responsibility for the performance by DTC or its respective participants or indirect participants of its obligations under the rules and procedures governing its operations.

Exchange of Book-Entry Securities for Certificated Securities

    A Global Certificate is exchangeable for units, debentures, preferred securities or warrants, as applicable, in registered certificated form if (i) DTC (x) notifies the Trust that it is unwilling or unable to continue as Depositary for the Global Certificate and the Trust or Washington Mutual, as applicable, thereupon fails to appoint a successor Depositary or (y) has ceased to be a clearing agency registered under the Exchange Act, (ii) Washington Mutual in its sole discretion elects to cause the issuance of the units, debentures, preferred securities or warrants in certificated form or (iii) there shall have occurred and be continuing an Indenture Event of Default or, in the case of preferred securities, any event which after notice or lapse of time or both would be a Trust Enforcement Event. In all cases, certificated units, debentures, preferred securities or warrants delivered in exchange for any Global Certificate or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary in accordance with its customary procedures.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

    The following is a description of the material United Stated federal income tax consequences of the purchase, ownership and disposition of the units, preferred securities and warrants. Where noted, it constitutes the opinion of Heller Ehrman White & McAuliffe LLP, counsel to Washington Mutual and the Trust.

    Except where we state otherwise, this summary deals only with preferred securities, warrants, or units held as capital assets by a holder who is a United States person (as defined below). A "United States person" is any beneficial owner who is one of the following:

•

a citizen or resident of the United States;



•

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision of the United States;



•

an estate the income of which is subject to United States federal income taxation regardless of its source; or



•

any trust (x) that is subject to the supervision of a court within the United States and the control of one or more United States persons as described in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code") or (y) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

    A "Non-U.S. Holder" is a beneficial owner of a preferred security, warrant or unit who is not a United States person.

    If a partnership holds preferred securities, warrants or units, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner of a partnership holding preferred securities, warrants, or units, we suggest that you consult your tax advisor.

    Your tax treatment may vary depending on your particular situation. Except where noted, this summary does not deal with special situations. For example, this summary does not address:

•

tax consequences to holders who may be subject to special tax treatment, such as dealers in securities or currencies, traders in securities that elect to use the mark to market method of accounting for their securities, real estate investment trusts, and regulated investment companies;



•

tax consequences to persons who hold the units, preferred securities or warrants as part of a hedging, integrated, conversion or constructive sale transaction, or a straddle;



•

tax consequences to holders of the units, preferred securities or warrants whose "functional currency" is not the U.S. dollar;



•

alternative minimum tax consequences, if any; or



•

any state, local or foreign tax consequences.

    This summary is based on the Code, the Treasury Regulations promulgated under the Code and administrative and judicial interpretations. These income tax laws, regulations and interpretations, however, may change at any time. Any change could be retroactive to the issuance date of the units.

    The authorities on which this summary is based are subject to various interpretations. The opinions of Heller Ehrman White & McAuliffe LLP expressed herein are not binding on the Internal Revenue Service ("IRS") or the courts. Either the IRS or the courts could disagree with the explanations or conclusions contained in this summary, and there can be no assurance that the IRS will not challenge the opinions expressed herein or that a court would not sustain such a challenge. This summary merely

69

represents the best judgment of Heller Ehrman White & McAuliffe LLP as to the likely outcome if the matters discussed herein were challenged in court in a properly presented case.

    You are urged to consult your tax advisor with respect to the tax consequences to you of the purchase, ownership and disposition of preferred securities, warrants or units, including the tax consequences under state, local, foreign, and other tax laws, and the possible effects of changes in United States federal income tax laws.

Allocation of Purchase Price of the Units

    If you purchase both a preferred security and a warrant together as a unit, your purchase price for such unit will be allocated between the preferred security and the warrant in proportion to their respective fair market values at the time of purchase. This allocation will establish your initial tax bases in the preferred security and the warrant, and will determine whether a preferred security is purchased with acquisition premium, amortizable bond premium or market discount (see the discussions below). At the time of the original issuance of the units, Washington Mutual took the position that original unit purchase price of $50.00 was allocated $32.33 to the preferred security and $17.67 to the warrant, based on their then relative fair market values. Thus, Washington Mutual takes the position that each debenture was issued with original issue discount of $17.67 as of May 3, 2001, the date of their original issue. If you hold a preferred security (whether or not as part of a unit), this position will be binding on you (but not the IRS) unless you explicitly disclose a contrary position on a statement attached to your timely filed United States federal tax return for the taxable year in which you acquire the preferred security. The remainder of this discussion assumes that Washington Mutual's allocation of the original purchase price will be respected for United States federal income tax purposes.

Classification of the Trust

    In connection with the issuance of the preferred securities, Heller Ehrman White & McAuliffe LLP rendered its opinion that under current law and interpretations thereof, and assuming full compliance with the terms of the declaration of trust, and based upon certain facts and assumptions contained in such opinion, the Trust will be classified as a grantor trust for United States federal income tax purposes and not as an association taxable as a corporation. As a result, for United States federal income tax purposes, each holder of a preferred security (a "Securityholder") generally will be treated as owning an undivided beneficial ownership interest in the debentures held by the Trust. Thus, each Securityholder will be required to include in gross income such Securityholder's pro rata share of the interest income or original issue discount that is paid or accrued on the debentures. See "—Interest Income and Original Issue Discount."

Classification of the Debentures

    In connection with the issuance of the debentures, Heller Ehrman White & McAuliffe LLP rendered its opinion that under current law and assuming full compliance with the terms of the indenture and certain other documents, and based upon certain facts and assumptions described in the opinion, the debentures will be classified, for United States federal income tax purposes, as indebtedness of Washington Mutual.

The Preferred Securities

Interest Income, Original Issue Discount, Market Discount, and Premium

Payments of Stated Interest

    So long as no event of default under the debentures has occurred and is continuing, Washington Mutual can, on one or more occasions, defer interest payments on the debentures for up to 20

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quarterly periods. Under applicable Treasury Regulations, if the legal terms and conditions of an instrument are such that there is only a remote likelihood that a company will not make its interest payments on time, the interest will not be considered original issue discount within the meaning of section 1273(a) of the Code. Washington Mutual believes that the likelihood that it will elect to defer interest payments is remote, and has made a representation to this effect to its counsel. Accordingly, Washington Mutual intends to take the position that the stated interest payable on the debentures is not original issue discount. Therefore, except as set forth below under "Deferral of Interest," a Securityholder will generally be taxed on the stated interest on the debentures as ordinary income at the time it is paid or accrued in accordance with such Securityholder's regular method of tax accounting, unless the Securityholder either (i) takes the position that the stated interest is original issue discount and discloses this position on its tax return or (ii) makes an election to accrue all interest on the debentures on a current basis.

    If, however, Washington Mutual were to exercise its right to defer payments of stated interest on the debentures, the debentures would be treated as reissued and such stated interest would become original issue discount at that time. Each Securityholder would then be required to accrue such stated interest on a daily economic accrual basis (as described below), both during and after the deferral period, even if the Securityholder otherwise uses the cash method of accounting.

    The Treasury Regulations dealing with original issue discount and the deferral of interest payments have not yet been addressed in any rulings or other interpretations by the IRS, and it is possible that the IRS could take a contrary position. If the IRS were to assert successfully that the stated interest on the debentures was original issue discount regardless of whether Washington Mutual exercised its right to defer interest payments, all Securityholders would be required to include such stated interest in income on a daily economic accrual basis as described below.

Original Issue Discount

    General.  Because the amount of the initial purchase price of a unit allocated to its preferred security was less than 100% of the stated liquidation amount, the debentures are being treated as having been issued with original issue discount in an amount equal to the difference between their stated redemption price at maturity (the sum of all payments made on the debentures other than stated interest) and their issue price. You should be aware that if you hold a preferred security you must include original issue discount in gross income in advance of the receipt of cash attributable to that income (subject to the rules discussed under "Acquisition Premium" and "Market Discount" below).

    Under the original issue discount economic accrual rules, the following occurs:

•

each Securityholder would accrue an amount of original issue discount each year using the constant-yield-to-maturity method of accrual described in section 1272 of the Code assuming a maturity date of the debentures as of May 1, 2041;



•

the actual cash payments (other than stated interest unless the stated interest is considered original issue discount as described above) received on the debentures would not be reported separately as taxable income;



•

any amount of original issue discount included in the Securityholder's gross income (whether or not during a deferral period) with respect to the preferred securities will increase such Securityholder's tax basis in such preferred securities and will increase the "adjusted issue price" of the debenture; and



•

the amount of distributions received in respect of such accrued original issue discount will reduce the Securityholder's tax basis in such preferred securities.

    Each Securityholder who does not participate in the remarketing of the debentures would not accrue original issue discount after the date of the remarketing.

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    A Securityholder that is a corporation will not be entitled to a dividends-received deduction with respect to any income it recognizes on the preferred securities.

    Acquisition Premium.  A Securityholder that purchases a preferred security for an amount in excess of its adjusted issue price but less than or equal to the sum of all amounts payable on a debenture after the purchase date (other than payments of stated interest) and that does not make the election described below under "Election to Treat All Interest as Original Issue Discount" may reduce the daily portions of original issue discount. The original issue discount is reduced by a fraction, the numerator of which is the excess of the Securityholder's adjusted basis in the preferred security immediately after its purchase over the adjusted issue price of the preferred security (equal to the adjusted issue price of a debenture), and the denominator of which is the excess of the sum of all amounts payable on the preferred security after the purchase date (other than payments of stated interest), over the preferred security's adjusted issue price. No express election is required to offset original issue discount with acquisition premium. (Persons that purchase preferred securities for amounts in excess of the debenture's principal amount should see the discussion below under "Preferred Securities Purchased at a Premium.")

    Market Discount.  A preferred security will be treated as purchased at a market discount if (A) the sum of the initial issue price of the preferred security (equal to the initial issue price of a debenture) plus the aggregate amount of original issue discount includible in income by all previous holders of the preferred security exceeds (B) the Securityholder's purchase price for the preferred security by at least ¹/4 of 1% of the preferred security's stated redemption price at maturity multiplied by the number of complete years from the date of such purchase to the preferred security's maturity.

    Any gain recognized on the maturity or disposition of a preferred security with market discount will be treated as ordinary income to the extent that such gain does not exceed the accrued market discount on the preferred security. Alternatively, a Securityholder may elect to include market discount in income currently over the life of the preferred security. Such an election will apply to all debt instruments with market discount acquired by the electing Securityholder on or after the first day of the first taxable year to which the election applies. This election may not be revoked without the consent of the IRS. Market discount on a preferred security will accrue on a straight-line basis unless the Securityholder elects to accrue such market discount on a constant-yield method. Such an election shall apply only to the preferred security with respect to which it is made and may not be revoked. A Securityholder that does not elect to include market discount in income currently generally will be required to defer deductions for interest on borrowings allocable to the preferred security, in an amount not exceeding the accrued market discount on such preferred security, until the maturity or disposition of such preferred security.

    Election to Treat All Interest as Original Issue Discount.  A Securityholder may elect to include in gross income all interest that accrues on a debenture using the constant-yield-to-maturity method described above under "General," with the modifications described below. For purposes of this election, interest includes stated interest, original issue discount, de minimis original issue discount, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium (described below under "Preferred Securities Purchased at a Premium") or acquisition premium.

    In applying the constant-yield method to a preferred security with respect to which this election has been made, the issue price of the preferred security will equal its cost to the electing Securityholder, the issue date of the debenture will be the date of its acquisition by the electing Securityholder, and no payments on the debenture will be treated as payments of qualified stated interest. This election will generally apply only to the preferred security with respect to which it is made and may not be revoked without the consent of the IRS. If this election is made with respect to a preferred security with amortizable bond premium, then the electing Securityholder will be deemed to

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have elected to apply amortizable bond premium against interest with respect to all debt instruments with amortizable bond premium (other than debt instruments the interest on which is excludible from gross income) held by the electing Securityholder as of the beginning of the taxable year in which the preferred security with respect to which the election is made is acquired or thereafter acquired. The deemed election with respect to amortizable bond premium may not be revoked without the consent of the IRS.

    If the election to apply the constant-yield method to all interest is made with respect to a preferred security having market discount, the electing Securityholder will be treated as having made the election discussed above under "Market Discount" to include market discount in income currently over the life of all debt instruments held or thereafter acquired by such Securityholder.

Preferred Securities Purchased at a Premium

    A Securityholder that purchases a preferred security for an amount in excess of the debenture's principal amount ($50) may elect to treat such excess as "amortizable bond premium," in which case the amount required to be included in the Securityholder's income each year with respect to interest on the note will be reduced by the amount of amortizable bond premium allocable (based on the debenture's yield to maturity) to such year. Any election to amortize bond premium shall apply to all bonds (other than bonds the interest on which is excludible from gross income) held by the Securityholder at the beginning of the first taxable year to which the election applies or thereafter acquired by the Securityholder, and is irrevocable without the consent of the IRS. See also "—Election to Treat All Interest as Original Issue Discount" above.

Distribution of Debentures upon Liquidation of the Trust

    As described under the captions "Description of the Preferred Securities—Redemption" and "Description of the Preferred Securities—Exchange," the debentures held by the Trust may be distributed to Securityholders in exchange for their preferred securities in certain circumstances. Under current law and interpretations thereof, and assuming that, as expected, the Trust is treated as a grantor trust, this type of distribution would not be taxable. Upon a distribution, each Securityholder will receive his, her or its pro rata share of the debentures previously held indirectly through the Trust. Each Securityholder's aggregate tax basis in the debentures will equal the aggregate tax basis that such Securityholder had in the preferred securities before the distribution, and the Securityholder's holding period in the debentures will include the holding period for the preferred securities surrendered in the exchange.

    If you receive debentures in exchange for your preferred securities (including a repurchase of your preferred securities by the Trust), you would accrue interest and original issue discount, as well as market discount, acquisition premium and amortizable bond premium, if any, in respect of the debentures received from the Trust in the manner described above under "Interest Income, Original Issue Discount, Market Discount, and Premium."

Sales of Preferred Securities

    If you sell or otherwise dispose of preferred securities (including pursuant to a remarketing of the preferred securities), you will recognize gain or loss equal to the difference between:

•

your amount realized on the sale or other disposition of the preferred securities (except to the extent that any amount realized is treated as payment of accrued but unpaid interest, other than original issue discount, with respect to your pro rata share of the debentures, which payment will be taxable as interest); and



•

your adjusted tax basis in the preferred securities sold.

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In the case of a Securityholder that acquires the preferred securities as part of a unit, the Securityholder's initial tax basis in the preferred security will equal the portion of the purchase price of the unit allocated to the preferred security.

    Except as described above under "Market Discount," your gain or loss will be a capital gain or loss, which will be a long-term capital gain or loss if you have held your preferred securities for more than one year. Long-term capital gains of individuals are subject to United States federal income tax at reduced rates. Your ability to deduct capital losses is subject to limitations.

The Warrants

Acquisition of Washington Mutual Common Stock

    The exercise of the warrants to purchase Washington Mutual common stock generally will not constitute a taxable event. Accordingly, a holder of a warrant (a "Warrantholder") will not recognize gain or loss upon the exercise of the warrants, except with respect to any cash paid in lieu of a fractional share of Washington Mutual common stock. Rather, a Warrantholder will recognize taxable gain or loss if and when the Warrantholder disposes of the Washington Mutual common stock in a taxable transaction. The aggregate initial tax basis in the Washington Mutual common stock will be equal to the amount paid to Washington Mutual upon exercise of the warrants plus the Warrantholder's tax basis in the warrants, less any portion of the purchase price and tax basis allocable to the cash received in lieu of a fractional share. If a Warrantholder acquires warrants as part of units, the Warrantholder's basis in the warrants will equal the portion of the initial purchase price of the units allocable to the warrant component. See "The Units—Allocation of Purchase Price." Cash received in lieu of a fractional share of Washington Mutual common stock should be treated as a payment in exchange for the fractional share interest. You will recognize capital gain or loss in an amount equal to the difference, if any, between the amount of cash received and your tax basis allocable to the fractional share interest.

    The warrants on issuance had an exercise price that was below the current fair market value of the portion of a share of Washington Mutual stock that could be purchased on exercise of a warrant. In some instances, the IRS has taken the position that a warrant with a below-market exercise price was the equivalent of the stock purchasable on exercise. Washington Mutual believes that the warrants should be treated as warrants and not as stock. However, even if the warrants were treated as stock, a Warrantholder would not recognize taxable income from the exercise or holding of a warrant, and the basis consequences described above would be unchanged.

Ownership of Washington Mutual Common Stock

    If you dispose of Washington Mutual common stock in a taxable transaction other than a sale to Washington Mutual, you will recognize capital gain or loss in an amount equal to the difference between the proceeds you receive and your tax basis in the Washington Mutual common stock. The resulting gain or loss will be long-term capital gain if you have held the Washington Mutual common stock for more than one year on the date of the disposition. The holding period for the common stock will begin the day you exercise the warrants. Long-term capital gains of individuals are subject to United States federal income tax at reduced rates. Your ability to deduct capital losses is subject to limitations.

Disposition of Warrants

    If you sell your warrants or if Washington Mutual redeems your warrants, you will recognize capital gain or loss equal to the difference between the proceeds you receive and your tax basis in the warrants. The resulting gain or loss will be either short-term or long-term depending on whether you have held the warrants for more than one year. If you do not exercise the warrants and they expire,

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you will recognize a short-term or long-term capital loss when they expire equal to your tax basis in the warrants. If a Warrantholder acquires warrants as part of units, the Warrantholder's tax basis in the warrants will equal the portion of the purchase price of the units allocable to the warrant component (as described above) and the holding period for the warrants will commence on the date that you purchase the units.

Adjustment to Exercise Price

    Warrantholders might be treated as receiving a constructive distribution from Washington Mutual if

•

the exercise price is adjusted and as a result of such adjustment the Warrantholder's proportionate interest in Washington Mutual's assets or earnings and profits is increased, and



•

the adjustment is not made pursuant to a bona fide, reasonable anti-dilution formula.

    An adjustment in the exercise price is not made pursuant to a bona fide formula if, for example, the adjustment is made to compensate for certain taxable distributions with respect to the Washington Mutual common stock. Thus, under some circumstances, an adjustment in the exercise price might give rise to a taxable dividend to a Warrantholder even though the Warrantholder would not receive any cash.

Non-U.S. Holders

    The following discussion only applies to you if you are a Non-U.S. Holder. As discussed above, the preferred securities will be treated as evidence of an indirect beneficial ownership interest in the debentures. See "—Classification of the Trust."

U.S. Federal Withholding Tax

    The 30% U.S. federal withholding tax will not apply to any payment of principal or interest (including original issue discount) on the preferred securities or debentures, so long as:

•

the beneficial owner of the preferred securities does not actually or constructively own 10% or more of the total combined voting power of all classes of Washington Mutual voting stock within the meaning of the Code and the Treasury Regulations (including Washington Mutual common stock that would be received upon the exercise of any warrants held by such beneficial owner);



•

the beneficial owner of the preferred securities is not a controlled foreign corporation that is related to Washington Mutual through stock ownership;



•

the beneficial owner of the preferred securities is not a bank whose receipt of interest on the preferred securities or debentures is described in section 881(c)(3)(A) of the Code; and



•

either (a) the beneficial owner of the preferred securities provides his, her or its name and address on an IRS Form W-8BEN (or other applicable form), and certifies, under penalties of perjury, that such beneficial owner is not a United States person, or (b) if the preferred securities or debentures are held through certain foreign intermediaries, the beneficial owner satisfies the certification requirements of applicable Treasury Regulations.

    If the beneficial owner of the preferred securities cannot satisfy the requirements described above, payments of interest (including original issue discount) made to such beneficial owner will be subject to the 30% U.S. federal withholding tax, unless the beneficial owner provides us with a properly executed (1) IRS Form W-8BEN (or other applicable form) claiming an exemption from, or reduction in the rate of, withholding under the benefit of an applicable tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest paid on the preferred securities or the debentures is not subject to withholding tax because it is effectively connected with the conduct by the beneficial owner of a trade or business in the United States.

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    Dividends paid to a Non-U.S. Holder of Washington Mutual common stock acquired through the exercise of a warrant (and any constructive distribution you may be deemed to receive as described above under "The Warrants—Adjustment to Exercise Price") will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States and, where a tax treaty applies, are attributable to a United States permanent establishment of the Non-U.S. Holder, are not subject to the withholding tax, but instead are subject to United States federal income tax as described below.

    A Non-U.S. Holder of Washington Mutual common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

    Except as discussed below, the 30% U.S. federal withholding tax will not apply to any gain that you realize on the sale, exchange, retirement or other disposition of preferred securities, debentures, warrants or Washington Mutual common stock.

U.S. Federal Income Tax

    If a Non-U.S. Holder is engaged in a trade or business in the United States and the interest, including original issue discount, on the preferred securities or debentures or the dividends on the Washington Mutual common stock is effectively connected with the conduct of that trade or business, such Non-U.S. Holder will be subject to U.S. federal income tax on that interest, original issue discount and dividends on a net income basis (although exempt from the 30% withholding tax if the payor is supplied with the appropriate IRS forms) in the same manner as if such Non-U.S. Holder were a United States person as defined under the Code. In addition, if the Non-U.S. Holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with the conduct by it of a trade or business in the United States. For this purpose, interest, including original issue discount, on the preferred securities or debentures and dividends on the Washington Mutual common stock will be included in earnings and profits.

    Any gain or income realized by a Non-U.S. Holder on the disposition of a unit, preferred security, debenture, warrant or Washington Mutual common stock will generally not be subject to U.S. federal income or withholding tax unless:

•

that gain or income is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder;



•

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met;



•

in the case of gain representing accrued interest on the debentures, the requirements described above are under "U.S. Federal Withholding Tax" are not met; or



•

in the case of Washington Mutual common stock or warrants, Washington Mutual is or has been a "United States real property holding corporation" for United States federal income tax purposes.

    An individual Non-U.S. Holder described in the first bullet point above will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates. An individual Non-U.S. Holder described in the second bullet point above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses (even though the individual is not considered a resident of the United States). If a Non-U.S. Holder that is a foreign corporation falls under the first bullet point above, it will be subject to tax on its gain under regular graduated United States federal income tax rates and, in addition, may be subject to the branch

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profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

    Washington Mutual believes that it never has been, is not currently and is not likely in the future to become a United States real property holding corporation. Even if Washington Mutual is or becomes a United States real property holding corporation, so long as the Washington Mutual common stock continues to be regularly traded on an established securities market, (1) a Non-U.S. Holder will not be subject to United States federal income tax on the disposition of Washington Mutual common stock (by reason of Washington Mutual being a United States real property holding corporation) unless the Non-U.S. Holder actually or constructively (including through ownership of warrants) holds or has held at any time during the five-year period preceding the date of disposition more than five percent of the total fair market value of the outstanding Washington Mutual common stock, and (2) the Non-U.S. Holder will not be subject to United States federal income tax on the disposition of the warrants (by reason of Washington Mutual being a United States real property holding corporation) unless on the day the Non-U.S. Holder acquired the warrants, such warrants had a fair market value greater than the fair market value of five percent of the total outstanding Washington Mutual common stock.

    Special rules may apply to you if you are a "controlled foreign corporation," "passive foreign investment company," "foreign personal holding company," or company that accumulates earnings for the purpose of avoiding tax, and are therefore subject to special treatment under the Code. If you are such an entity, you should consult your tax advisor to determine the United States federal, state, local and other tax consequences that may be relevant to you.

U.S. Federal Estate Tax

    The estate of an individual Non-U.S. Holder will not be subject to U.S. federal estate tax on the preferred securities beneficially owned by the Non-U.S. Holder at the time of his or her death, provided that (1) the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of Washington Mutual voting stock, within the meaning of the Code and Treasury Regulations, and (2) income from the preferred securities not have been, if received at the time of his or her death, effectively connected with the conduct by him or her of a trade or business in the United States. Washington Mutual common stock acquired upon an exercise of a warrant and owned by a Non-U.S. Holder at the time of his or her death will be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise. Warrants owned by a Non-U.S. Holder at the time of his or her death may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

    Payments made on, and proceeds from the sale, exchange, redemption or other disposition of the units, preferred securities, debentures, warrants and Washington Mutual common stock may be subject to information reporting and may be subject to United States federal backup withholding at the rate of 31% unless the Securityholder or Warrantholder supplies an accurate taxpayer identification number in or otherwise complies with applicable United States information reporting or certification requirements.

    In general, no information reporting or backup withholding will be required regarding payments of interest on the preferred securities or debentures if we do not have actual knowledge that the Securityholder is a United States person and we have received the certification described above in the fourth bullet point under the caption "Non-United States Holders—U.S. Federal Withholding Tax."

    Any amounts withheld from you under the backup withholding rules generally will be allowed as a refund or a credit against your United States federal income tax liability, provided the required information is furnished to the IRS.

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ERISA CONSIDERATIONS

    The following is a summary of certain considerations associated with the purchase of the units (including the underlying debentures, preferred securities and warrants and any shares of common stock of Washington Mutual received upon the exercise or redemption thereof, collectively, the "Securities") by employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA (collectively, "Similar Laws"), and entities whose underlying assets are considered to include "plan assets" of such plans, accounts and arrangements (each, a "Plan").

General fiduciary matters

    ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code and prohibit certain transactions involving the assets of a Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such a Plan or the management or disposition of the assets of such a Plan, or who renders investment advice for a fee or other compensation to such a Plan, is generally considered to be a fiduciary of the Plan.

    In considering an investment in the Securities of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

    Any insurance company proposing to invest assets of its general account in the Securities should consider the extent that such investment would be subject to the requirements of ERISA in light of the U.S. Supreme Court's 1993 decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank and under any subsequent legislation or other guidance that has or may become available relating to that decision, including the enactment of Section 401(c) of ERISA by the Small Business Job Protection Act of 1996 and the regulations promulgated thereunder.

Prohibited Transaction Issues

    Section 406 of ERISA and Section 4975 of the Code prohibit Plans subject to Title I of ERISA or Section 4975 of the Code from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest," within the meaning of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

    Whether or not the underlying assets of the Trust or Washington Mutual were deemed to include "plan assets," as described below, the acquisition and/or holding of the Securities by a Plan subject to Title I of ERISA or Section 4975 of the Code with respect to which the Trust, Washington Mutual or a prior purchaser, is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor (the "DOL") has issued prohibited transaction class exemptions, or "PTCEs," that may apply to the acquisition and

78

holding of the Securities. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment trust funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers, although there can be no assurance that all of the conditions of any such exemptions will be satisfied.

Plan Asset Issues

    ERISA and the Code do not define "plan assets." However, regulations (the "Plan Asset Regulations") promulgated under ERISA by the DOL generally provide that when a Plan subject to Title I of ERISA or Section 4975 of the Code acquires an equity interest in an entity that is neither a "publicly-offered security" nor a security issued by an investment company registered under the Investment Company Act, the Plan's assets include both the equity interest and an undivided interest in each of the underlying assets of the entity unless it is established either that equity participation in the entity by "benefit plan investors" is not significant or that the entity is an "operating company," in each case as defined in the Plan Asset Regulations. For purposes of the Plan Asset Regulations, equity participation in an entity by benefit plan investors will not be significant if they hold, in the aggregate, less than 25% of the value of any class of such entity's equity, excluding equity interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof. For purposes of this 25% test, "benefit plan investors" include all employee benefit plans, whether or not subject to ERISA or the Code, including "Keogh" plans, governmental plans, individual retirement accounts, education individual retirement accounts, and other medical savings accounts, and pension plans maintained outside the United States, as well as any entity whose underlying assets are deemed to include "plan assets" under the Plan Asset Regulations (e.g., an entity of which 25% or more of the value of any class of equity interests is held by benefit plan investors and which does not satisfy another exception under the Plan Asset Regulations).

    For purposes of the Plan Asset Regulations, a "publicly offered security" is a security that is (a) "freely transferable", (b) part of a class of securities that is "widely held," and (c) (i) sold to the Plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act of 1933 and the class of securities to which such security is a part is registered under the Securities Exchange Act of 1934 within 120 days after the end of the fiscal year of the issuer during which the offering of such securities to the public has occurred, or (ii) is part of a class of securities that is registered under Section 12(b) or (g) of the Exchange Act.

    While it is currently anticipated that the shares of common stock delivered to warrant holders upon the exercise or redemption of the warrants will qualify as "publicly offered securities" for purposes of the Plan Asset Regulations and/or that Washington Mutual will qualify as an operating company for purposes of the Plan Asset Regulations, there can be no assurance in such regard. In addition, it is not anticipated that the units (and the underlying debentures, preferred securities or warrants) will constitute "publicly offered securities" for purposes of the Plan Asset Regulations or that the Trust will constitute an investment company under the Investment Company Act or an operating company within the meaning of the Plan asset regulations. Furthermore, no monitoring or other measures will be taken to determine or limit the value of any class of Securities underlying the units that is acquired or held from time to time by "benefit plan investors" or to determine whether investment in the Trust by benefit plan investors is "significant" as described above. Consequently, there can be no assurance that the underlying assets of the Trust will not constitute "plan assets" for purposes of ERISA and the Code.

79

Plan asset consequences

    If the assets of Washington Mutual or the Trust were deemed to be "plan assets" under ERISA, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by Washington Mutual or the Trust, as applicable (including the liability of Plan fiduciaries for the breach of fiduciary responsibility of another fiduciary of the Plan) and (ii) the possibility that certain transactions in which Washington Mutual or the Trust, as applicable, might seek to engage could constitute "prohibited transactions" under ERISA and the Code.

    Even if the conditions of one or more of the foregoing prohibited transaction exemptions are satisfied with respect to the acquisition and holding of the Securities, no assurance can be given that such exemptions would apply to transactions engaged in by the Trust or Washington Mutual or to the potential fiduciary or co-fiduciary breaches that might occur with respect to the assets of the Trust or Washington Mutual if the assets of the Trust or Washington Mutual were deemed to include "plan assets" for purposes of ERISA and the Code.

Representation

    Each purchaser and subsequent transferee of the Securities will be deemed to have represented and warranted that the acquisition and holding of the Securities by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.

    The foregoing discussion is general in nature and is not intended to be all inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the Securities on behalf of, or with the assets of, any Plan, consult with their counsel to determine whether such Plan is subject to Title I of ERISA, Section 4975 of the Code or any Similar Laws and the potential applicability of such laws to the acquisition or holding of the Securities.

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PLAN OF DISTRIBUTION

    The units, preferred securities (including the guarantee by Washington Mutual of certain payments thereunder), warrants and common stock underlying the warrants (collectively, "the Securities") covered by this prospectus may be offered and sold from time to time by the Selling Securityholders. The Selling Securityholders will act independently of Washington Mutual in making decisions with respect to the timing, manner and size of each sale. The Selling Securityholders may sell the Securities being offered hereby on the New York Stock Exchange, or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or at negotiated prices. The Securities may be sold by one or more of the following means of distribution:(a) a block trade in which the broker-dealer so engaged will attempt to sell Securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; (c) an over-the-counter distribution in accordance with the rules of the New York Stock Exchange; (d) ordinary brokerage transactions and transactions in which the broker solicits purchasers; and (e) in privately negotiated transactions. To the extent required, this prospectus may be amended and supplemented from time to time to describe a specific plan of distribution. In connection with distributions of the Securities or otherwise, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of Washington Mutual's Common Stock in the course of hedging the positions they assume with Selling Securityholders. The Selling Securityholders may also sell Washington Mutual's Common Stock short and redeliver the shares to close out such short positions. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of Securities offered hereby, which Securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Securityholder may also pledge Securities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged Securities pursuant to this prospectus (as supplemented or amended to reflect such transaction). In addition, any Securities that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

    In effecting sales, brokers, dealers or agents engaged by the Selling Securityholders may arrange for other brokers or dealers to participate. Brokers, dealers or agents may receive commissions, discounts or concessions from the Selling Securityholders in amounts to be negotiated prior to the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales, and any such commissions, discounts or concessions may be deemed to be underwriting discounts or commissions under the Securities Act. Washington Mutual will pay all expenses incident to the offering and sale of the Securities to the public other than any commissions and discounts of underwriters, dealers or agents and any transfer taxes.

    In order to comply with the securities laws of certain states, if applicable, the Securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

    Washington Mutual has advised the Selling Securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sale of Securities in the market and to the activities of the Selling Securityholders and their affiliates. In addition, Washington Mutual will make copies of this prospectus available to the Selling Securityholders and has informed them of the need for delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the Securities

81

offered hereby. The Selling Securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the Securities against certain liabilities, including liabilities arising under the Securities Act.

    At the time a particular offer of Securities is made, if required, a prospectus supplement will be distributed that will set forth the number of Securities being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.

    Washington Mutual has agreed to indemnify the Selling Securityholders and any person controlling such Selling Securityholders against certain liabilities, including liabilities under the Securities Act. Such Selling Securityholders have agreed to indemnify the Company and certain related persons against certain liabilities, including liabilities under the Securities Act.

    Washington Mutual intends to keep the Registration Statement of which this prospectus constitutes a part effective for a period of (i) the latest of (x) two years following the last date of original issuance of the units, (y) two years following the first date on which no warrants are outstanding and (z) if all of the warrants expire unexercised, the expiration date of the warrants; or (ii) such shorter period that will terminate when (a) all of the holders of Securities are able to sell all Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (b) when all Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (c) all Securities of holders that complete and deliver in a timely manner the holder questionnaire, as distributed by Washington Mutual, are registered under the Registration Statement and have been disposed of in accordance with the Registration Statement.

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SELLING SECURITYHOLDERS

    The following table sets forth, as of the date of this prospectus, the name of each of the Selling Securityholders, the number of Securities that each such Selling Securityholder owns as of such date, the type of Security and the number of Securities owned by each Selling Securityholder that may be offered for sale from time to time by this prospectus. The Selling Securityholders may also be pledgees, donees, transferees or other successors in interest that receive Securities from the Selling Securityholders listed below. To Washington Mutual's knowledge, no Selling Securityholder has had any relationship with Washington Mutual or any of its predecessors or affiliates within the past three years. Washington Mutual may amend or supplement this prospectus from time to time to update the disclosure set forth herein.

	Securities Beneficially Owned Prior to the Offering
Selling Securityholder			Securities That May be Sold Hereunder
	Number	Type
Oppenheimer Convertible Securities Fund	190,000	Units	190,000
GPZ Trading LLC	5,500	Units	5,500
Oxford, Lord Abbett & Co.	32,000	Units	32,000
Lord Abbett Bond Debenture Fund, Inc.	250,000	Units	250,000
American Skandia Trust	5,000	Units	5,000
B.C. McCabe Foundation	6,750	Units	6,750
National Fuel Gas Company Retirement Plan	3,000	Units	3,000
Met Investors Bond Debenture Fund	10,000	Units	10,000
Total Fina Elf Finance U.S.A. Inc.	4,750	Units	4,750
OCM Convertible Trust	94,100	Units	94,100
Delta Air Lines Master Trust (c/o Oakdale Capital Management, LLC)	37,800	Units	37,800
State Employees' Retirement Fund of the State of Delaware	57,300	Units	57,300
State of Connecticut Combined Investment Funds	123,400	Units	123,400
Partner Reinsurance Company of the U.S.	22,000	Units	22,000
Chrysler Corporation Master Retirement Trust	134,200	Units	134,200
Motion Picture Industry Health Plan—Active Member Fund	13,300	Units	13,300
Motion Picture Industry Health Plan—Retiree Member Fund	6,600	Units	6,600
Delta Pilots D&S Trust	18,600	Units	18,600
Vanguard Convertible Securities Fund, Inc.	142,700	Units	142,700
Pacific Life Insurance Company	25,000	Units	25,000
Pell Rudman Trust Co.	50,000	Units	50,000
Victory Capital Management as Agent for the Key Trust Convertible Securities Fund	4,600	Units	4,600
Victory Capital Management as Agent for the EB Convertible Securities Fund	25,400	Units	25,400
Victory Capital Management as Agent for the Charitable Convertible Securities Fund	24,650	Units	24,650
Victory Capital Management as Agent for the Field Foundation of Illinois	1,200	Units	1,200

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Victory Capital Management as Agent for the GenCorp Foundation	1,000	Units	1,000
Victory Capital Management as Agent for the Parker Key/Convertible	6,350	Units	6,350
Victory Capital Management as Investment Manager for Health Foundation of Greater Cincinnati	3,700	Units	3,700
Victory Capital Management as Investment Manager for the JC Penny Life Insurance Co.	14,900	Units	14,900
Victory Capital Management as Investment Manager for the California State Auto Assoc. Inter-Insurance	8,500	Units	8,500
Victory Capital Management as Investment Manager for the California State Auto Assoc. Retirement Pension Plan	1,700	Units	1,700
Victory Capital Management as Investment Manager for Potlatch	16,800	Units	16,800
Victory Capital Management as Agent for the Union Security Life Insurance Co.	800	Units	800
Peoples Benefit Life Insurance Company Teamsters	85,000	Units	85,000
GM Employees Global Grp Pen Tr (Abs Return Portfolio)	50,000	Units	50,000
Yield Strategies Fund II, LP	70,000	Units	70,000
Bank America Pension Plan	45,000	Units	45,000
Duckbill & Co.	45,000	Units	45,000
Retail Clerks Pension Trust	45,000	Units	45,000
Transamerica Life Insurance and Annuities	300,000	Units	300,000
Millennium Income & Growth Fund	2,500	Units	2,500
Citicorp Life Insurance Company	1,000	Units	1,000
The Travelers Indemnity Company	110,000	Units	110,000
Primerica Life Insurance Company	30,000	Units	30,000
The Premier Insurance Company of Massachusetts	6,000	Units	6,000
The Travelers Insurance Company Separate Account TLAC	3,000	Units	3,000
The Travelers Insurance Company—LIFE	50,000	Units	50,000
The Travelers Life and Annuity Company	4,000	Units	4,000
Travelers Series Trust Convertible Bond Portfolio	25,000	Units	25,000
Managed Assets Trust	25,000	Units	25,000
United Healthcare Insurance Company	40,000	Units	40,000
Convertible Securities Fund	4,000	Units	4,000
Nations Convertible Securities Fund	112,000	Units	112,000
Equity & Convertibles Fund	42,000	Units	42,000
Equity Income Fund	5,000	Units	5,000
Nations Equity Income Fund	92,000	Units	92,000
Arkansas PERS	41,300	Units	41,300
ICI American Holdings Trust	20,250	Units	20,250

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Zeneca Holdings Trust	15,500	Units	15,500
Delaware PERS	62,700	Units	62,700
Southern Farm Bureau Life Insurance	33,600	Units	33,600
Syngenta AG	10,700	Units	10,700
Starvest Managed Portfolio	3,400	Units	3,400
AIG/National Union Fire Insurance	33,000	Units	33,000
Boilermakers Blacksmith Pension Trust	57,300	Units	57,300
State of Oregon—Equity	202,500	Units	202,500
Starvest Combined Portfolio	35,700	Units	35,700
Bay County PERS	5,600	Units	5,600
F.R. Convt. Sec. Fn.	4,400	Units	4,400
Ondeo Nalco	10,700	Units	10,700
State of Mississippi Health Care Trust Fund	26,000	Units	26,000
Sterling Invest Company	4,000	Units	4,000
Radian Group Inc.	32,000	Units	32,000
San Diego City Retirement	21,073	Units	21,073
Physicians Life	8,580	Units	8,580
Nicholas Applegate Global Holdings	900	Units	900
Arkansas Teachers Retirement	91,009	Units	91,009
San Diego County Convertible	42,870	Units	42,870
Boston Museum of Fine Art	2,668	Units	2,668
Engineers Joint Pension Fund	11,200	Units	11,200
Wake Forest University	17,057	Units	17,057
Nicholas Applegate Convertible Fund	43,310	Units	43,310
Baptist Health of South Florida	10,377	Units	10,377
Wyoming State Treasurer	23,412	Units	23,412
Nicholas Applegate Investment Grade Convertible	400	Units	400
Writers Guild Convertible	6,799	Units	6,799
Screen Actors Guild Pension Convertible	11,645	Units	11,645
Lumbermens Mutual Casualty	11,250	Units	11,250
Enterprise Convertible Securities Fund	3,095	Units	3,095
Innovest Finanzdienstleistungs	7,890	Units	7,890
Wake Forest Convertible Arbitrage	2,855	Units	2,855
BNY Hamilton Equity Income Fund	100,000	Units	100,000
LibertyView Fund LLC	9,000	Units	9,000
Jersey (IMA) LTD.	18,000	Units	18,000
LibertyView Global Volatility Fund, L.P.	27,000	Units	27,000
LibertyView Funds, L.P.	36,000	Units	36,000
Grace Brothers, Ltd.	40,000	Units	40,000
Guardian Life Insurance Co. of America	275,000	Units	275,000

85

Family Service Life Insurance Co.	8,000	Units	8,000
Guardian Pension Trust	15,000	Units	15,000
Park Avenue Life Insurance Co.	2,000	Units	2,000
UBS O'Connor F/B/O UBS Global Equity Arbitrage Master Limited	225,000	Units	225,000
New York Life Insurance Company	193,000	Units	193,000
New York Life Insurance and Annuity Corporation	15,000	Units	15,000
AFTRA Health Fund	10,000	Units	10,000
2000 Revocable Trust F/B/O A.R. Lauder/Zinterhofer	170	Units	170
Policemen and Firemen Retirement System of the City of Detroit	13,663	Units	13,663
Municipal Employees	2,747	Units	2,747
City of New Orleans	5,212	Units	5,212
ProMutual	15,468	Units	15,468
American Motorist Insurance Company	12,935	Units	12,935
Nabisco Holdings	493	Units	493
RJR Reynolds	1,490	Units	1,490
Arapahoe County Colorado	1,265	Units	1,265
Raytheon Master Pension Trust	13,904	Units	13,904
Local Unitiatires Union	871	Units	871
Independence Blue Cross	1,935	Units	1,935
Grady Hospital	2,734	Units	2,734
The City University of New York	3,117	Units	3,117
The Grable Foundation	2,437	Units	2,437
New Orleans Firefighters Pension/Relief Fund	2,834	Units	2,834
1976 Distribution Trust F/B/O A.R. Lauder/Zinterhofer	172	Units	172
1976 Distribution Trust F/B/O Jane A. Lauder	340	Units	340
British Virgin Island Social Security Board	974	Units	974
Shell Pension Trust	9,049	Units	9,049
Ohio Bureau of Workers Compensation	2,325	Units	2,325
Occidental Petroleum Corporation	5,290	Units	5,290
State of Maryland Retirement System	65,820	Units	65,820
Lehman Brothers Inc.	671,200	Units	671,200
Allstate Life Insurance Company	99,000	Units	99,000
Allstate Insurance Company	26,000	Units	26,000
Merrill Lynch Insurance Group	4,755	Units	4,755
The Cincinnati Insurance Company	60,000	Units	60,000
Mainstay VP Convertible Portfolio	36,700	Units	36,700
New York Life Separate Account #7	19,500	Units	19,500
Mainstay Convertible Fund	143,800	Units	143,800

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Lutheran Brotherhood	120,000	Units	120,000
First Union National Bank	26,920	Units	26,920
First Union Securities Inc.	5,400	Units	5,400
First Union Risk Management Inc.	5,000	Units	5,000
Morgan Stanley Dean Witter Convertible Securities Trust	60,000	Units	60,000
Delta Airlines Master Trust	48,800	Units	48,800
Van Waters & Rogers, Inc. Retirement Plan	7,800	Units	7,800
Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union	29,700	Units	29,700
The Dow Chemical Company Employees' Retirement Plan	54,700	Units	54,700
Genessee County Employees' Retirement System	10,300	Units	10,300
Associated Electric & Gas Insurance Services Limited	29,700	Units	29,700
Southern Farm Bureau Life Insurance Company	15,000	Units	15,000
Dorinco Reinsurance Company	17,500	Units	17,500
Amerisure Companies/Michigan Mutual Insurance Company	10,500	Units	10,500
Blue Cross Blue Shield of Florida	52,000	Units	52,000
City of Knoxville Pension System	5,900	Units	5,900
Macomb County Employees' Retirement System	7,400	Units	7,400
Consulting Group Capital Markets Funds	12,800	Units	12,800
CareFirst of Maryland, Inc.	7,000	Units	7,000
FreeState Health Plan, Inc.	1,750	Units	1,750
Capital Care, Inc.	1,800	Units	1,800
Group Hospitalization and Medical Services, Inc.	8,000	Units	8,000
CALAMOS® Convertible Portfolio—CALAMOS® Advisors Trust	4,000	Units	4,000
American Fidelity Assurance Company	5,000	Units	5,000
Knoxville Utilities Board Retirement System	4,000	Units	4,000
Boilermaker-Blacksmith Pension Trust	28,200	Units	28,200
NORCAL Mutual Insurance Company	8,500	Units	8,500
Aventis Pension Master Trust	4,500	Units	4,500
Louisiana Workers' Compensation Corporation	5,700	Units	5,700
Clarica Life Insurance Co.—U.S.	10,500	Units	10,500
Delta Pilots Disability and Survivorship Trust	9,600	Units	9,600
Drury University	940	Units	940
SCI Endowment Care Common Trust Fund—National Fiduciary Services	4,600	Units	4,600
SCI Endowment Care Common Trust Fund—Suntrust	1,850	Units	1,850
Union Carbide Retirement Account	18,000	Units	18,000
United Food and Commercial Workers Local 1262 and Employers Pension Fund	13,400	Units	13,400

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City of Albany Pension Plan	2,500	Units	2,500
The Cockrell Foundation	1,500	Units	1,500
H.K. Porter Company, Inc.	675	Units	675
Unifi, Inc. Profit Sharing Plan and Trust	2,750	Units	2,750
Kettering Medical Center Funded Depreciation Account	1,700	Units	1,700
Lions Clubs International Foundation	4,250	Units	4,250
SPT	22,800	Units	22,800
The Fondren Foundation	1,800	Units	1,800
CALAMOS® Convertible Fund- CALAMOS® Investment Trust	91,400	Units	91,400
CALAMOS® Convertible Growth and Income Fund—CALAMOS® Investment Trust	64,000	Units	64,000
CALAMOS® Market Neutral Fund—CALAMOS® Investment Trust	117,550	Units	117,550
CALAMOS® Global Convertible Fund—CALAMOS® Investment Trust	2,900	Units	2,900
UBS AG London Branch	1,499,000	Units	1,499,000
JMG Triton Offshore FD LTD	228,500	Units	228,500
JMG Capital Partners LP	228,500	Units	228,500
Ellsworth Convertible Growth and Income Fund, Inc.	30,000	Units	30,000
Bancroft Convertible Fund, Inc.	30,000	Units	30,000
South Dakota Retirement System	80,000	Units	80,000

    This prospectus also covers the possible resale of the Securities by certain other currently unknown persons who may become owners of such Securities as a result of their acquisition of Securities. Each such transferee of a Selling Securityholder is hereby deemed to be a Selling Securityholder for purposes of making resales of Securities using this prospectus. To the extent required by applicable law, information about any such transferees shall be set forth in an appropriate supplement to this prospectus.

    The Selling Securityholders may offer and sell all or a portion of the Securities from time to time but are under no obligation to offer or sell any of the Securities. See "Plan of Distribution." Because the Selling Securityholders may sell all, none or any part of the Securities from time to time, no estimate can be given as to the number of Securities that will be beneficially owned by the Selling Securityholders upon termination of any offering or as to the percentage of beneficial ownership after termination of any offering.

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LEGAL MATTERS

    Certain matters of Delaware law relating to the validity of the PIERS, the enforceability of the Declaration and the formation of the Trust have been passed upon by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel to Washington Mutual and the Trust. The validity of the debentures, the Guarantee and the warrants have been passed upon for Washington Mutual and the Trust by Heller Ehrman White & McAuliffe LLP, Seattle, Washington. Heller Ehrman White & McAuliffe LLP relied upon the opinion of Richards, Layton & Finger, P.A., Wilmington, Delaware as to matters of Delaware law. Certain United States federal income taxation matters have been passed upon for Washington Mutual and the Trust by Heller Ehrman White & McAuliffe LLP. As of June 25, 2001, Heller Ehrman White & McAuliffe LLP and attorneys at the firm who participated in this transaction owned an aggregate of 12,193 shares of Washington Mutual common stock.

EXPERTS

    The consolidated financial statements incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we sell all of the securities.

    (a) Quarterly Report of Washington Mutual on Form 10-Q for the quarter ended March 31, 2001 filed with the SEC;

    (b) Annual Report of Washington Mutual on Form 10-K for the fiscal year ended December 31, 2000 filed with the SEC; and

    (c) Current Reports of Washington Mutual on Form 8-K dated January 8, 2001, January 17, 2001, January 18, 2001, April 18, 2001, April 20, 2001, April 30, 2001 and June 25, 2001 filed with the SEC.

    All documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering of the PIERS will be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

    We will furnish, without charge, to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any and all of the documents incorporated by reference herein, except the exhibits to such documents (unless such exhibits are expressly incorporated by reference therein). Requests should be directed to Washington Mutual, Inc, 1201 Third Avenue—WMT 1706, Seattle, WA 98101; Attention: Sophie Hager Hume, Vice President and Counsel (telephone: 206-461-2000).

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

    We file annual, quarterly and current reports, and other information with the Securities and Exchange Commission. You may read and copy any reports and other information filed by us at the SEC's Public Reference Rooms at (a) 450 Fifth Street, N.W., Washington, D.C. 20549; (b) Citicorp Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661-2511; and (c) 7 World Trade Center, 13th Floor, New York, New York 10048. You can also obtain copies of these documents, upon payment of a duplicating fee, by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC's Public Reference Rooms. Our SEC filings are also available to the public on the SEC's Internet site (http://www.sec.gov). Because our common stock is listed on the New York Stock Exchange, our reports and other information may also be inspected at the offices of the Exchange at 20 Broad Street, New York, New York 10005. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we sell all of the securities.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The following table sets forth the expenses to be paid by Washington Mutual in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. All of the amounts shown are estimated except the SEC registration fee.

SEC Registration Fee		$	108,925
Legal Fees and Expenses		$	30,000
Accounting Fees and Expenses		$	15,000
Printing Fees and Expenses		$	40,000
Miscellaneous		$	1,000
	Total	$	194,925

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 23B.08.320 of the Washington Business Corporation Act (the "Corporation Act") provides that the personal liability of directors to a corporation imposed by Section 23B.08.310 of the Corporation Act may be eliminated by the articles of incorporation of the corporation, except in the case of acts or omissions involving certain types of conduct. At Article XIII of its Restated Articles of Incorporation, the Registrant has elected to eliminate the liability of directors to the Registrant to the extent permitted by law. Thus, a director of the Registrant is not personally liable to the Registrant or its shareholders for monetary damages for conduct as a director, except for liability of the director (i) for acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director, (ii) for conduct violating Section 23B.08.310 of the Corporation Act, or (iii) for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If Washington law is amended to authorize corporate action that further eliminates or limits the liability of directors, then the liability of Washington Mutual directors will be eliminated or limited to the fullest extent permitted by Washington law, as so amended.

    Section 23B.08.560 of the Corporation Act provides that if authorized by (i) the articles of incorporation, (ii) a bylaw adopted or ratified by the shareholders, or (iii) a resolution adopted or ratified, before or after the event, by the shareholders, a corporation will have the power to indemnify directors made party to a proceeding, or to obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations on indemnification contained in Sections 23B.08.510 through 23B.08.550 of the Corporation Act, provided that no such indemnity shall indemnify any director (i) for acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director, (ii) for conduct violating Section 23B.08.310 of the Corporation Act, or (iii) for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.

    Pursuant to Article X of Washington Mutual's Restated Articles of Incorporation and Article VIII of Washington Mutual's Restated Bylaws, Washington Mutual must, subject to certain exceptions, indemnify and defend its directors against any expense, liability or loss arising from or in connection with any actual or threatened action, suit or proceeding relating to service for or at the request of Washington Mutual, including without limitation, liability under the Securities Act. Washington Mutual is not permitted to indemnify a director from or on account of acts or omissions of such director which are finally adjudged to be intentional misconduct, or from or on account of conduct in violation of RCW 23B.08.310, or a knowing violation of the law from or on account of any transaction with respect

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to which it is finally adjudged that such director received a benefit in money, property or services to which he or she was not entitled. If Washington law is amended to authorize further indemnification of directors, then Washington Mutual directors shall be indemnified to the fullest extent permitted by Washington law, as so amended. Also, pursuant to Article X of Washington Mutual's Restated Articles of Incorporation and Article VIII of Washington Mutual's Restated Bylaws, Washington Mutual may, by action of the Board of Directors of Washington Mutual, provide indemnification and pay expenses to officers, employees and agents of Washington Mutual or another corporation, partnership, joint venture, trust or other enterprise with the same scope and effect as above described in relation to directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Washington Mutual pursuant to the provisions described above, Washington Mutual has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 16.  EXHIBITS.

Exhibit Number		Exhibits
1.1	—	Purchase Agreement between Washington Mutual, Inc. and Lehman Brothers Inc. dated April 24, 2001.
4.1	—	Amended and Restated Declaration of Trust of Washington Mutual Capital Trust 2001 dated April 30, 2001.
4.2	—	Indenture between Washington Mutual, Inc. and The Bank of New York, Trustee dated April 30, 2001.
4.3	—	First Supplemental Indenture between Washington Mutual, Inc. and The Bank of New York, Trustee dated April 30, 2001.
4.4	—	Unit Agreement between Washington Mutual, Inc., Washington Mutual Capital Trust 2001 and The Bank of New York as Warrant Agent, Property Trustee and Agent dated April 30, 2001.
4.5	—	Warrant Agreement between Washington Mutual, Inc. and The Bank of New York, Warrant Agent dated April 30, 2001.
4.6	—	Amendment No. 1 to the Warrant Agreement between Washington Mutual, Inc. and The Bank of New York, as Warrant Agent dated May 16, 2001.
4.7	—	Guarantee Agreement between Washington Mutual, Inc., as Guarantor and The Bank of New York, as Guarantee Trustee, dated April 30, 2001.
4.8	—	Amendment No. 1 to the Guarantee Agreement between Washington Mutual, Inc., as Guarantor, and The Bank of New York, as Guarantee Trustor.
4.9	—	Form of Debenture (included in Item 4.3 above).
4.10	—	Resale Registration Rights Agreement between Washington Mutual, Inc., Washington Mutual Capital Trust 2001 and Lehman Brothers Inc. dated April 30, 2001.
4.11	—	Calculation Agency Agreement between Washington Mutual, Inc. and Reinsel & Company LLP dated April 30, 2001.
4.12	—	Remarketing Agreement between Washington Mutual, Inc., Washington Mutual Capital Trust 2001 and Lehman Brothers Inc. dated April 30, 2001.
5.1	—	Opinion of Heller Ehrman White & McAuliffe LLP.

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5.2	—	Opinion of Richards, Layton & Finger.
8.1	—	Opinion of Heller Ehrman White & McAuliffe LLP.
12.(a)	—	Washington Mutual, Inc.—Calculation of Ratio of Income to Fixed Charges (incorporated by reference to Washington Mutual, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. File No. 001-14667).
12.(b)	—	Washington Mutual, Inc.—Calculation of Ratio of Income to Fixed Charges and Preferred Dividends (incorporated by reference to Washington Mutual, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. File No. 001-14667).
23.1	—	Consent of Heller Ehrman White & McAuliffe LLP (included in Item 5.1 above).
23.2	—	Consent of Deloitte & Touche LLP.
23.3	—	Consent of Richards, Layton & Finger.
24.1	—	Powers of Attorney (included on the signature page of this Registration Statement).
25.1	—	Statement of Eligibility of Trustee.
25.2	—	Statement of Eligibility of Trustee.
25.3	—	Statement of Eligibility of Trustee.

ITEM 17.  UNDERTAKINGS.

    The undersigned Registrant hereby undertakes:

    (a) 

    (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"), unless the information required to be included in such post-effective amendment is contained in a periodic report filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and incorporated herein by reference;

    (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, unless the information required to be included in such post-effective amendment is contained in a periodic report filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

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    (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

    (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

    (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

    Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 27th day of June 2001.

WASHINGTON MUTUAL CAPITAL TRUST 2001
By:	/s/ WILLIAM A. LONGBRAKE William A. Longbrake Trustee
By:	/s/ CRAIG S. DAVIS Craig S. Davis Trustee
WASHINGTON MUTUAL, INC.
By:	/s/ KERRY K. KILLINGER Kerry K. Killinger, Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

    Each of the officers and directors of the Registrant whose signature appears below hereby constitutes and appoints Fay L. Chapman and Richard D. Lodge, and each of them severally, his true and lawful attorney-in-fact, for him in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement and any new registration statement filed under Rule 462(b) of the Securities Act and amendments thereto, and to file the same, with exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and hereby ratifies and confirms all that said attorney-in fact, or his or her substitute, may do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ KERRY K. KILLINGER Kerry K. Killinger	Chairman, President, Chief Executive Officer and Director (Chief Executive Officer)	June 27, 2001
/s/ WILLIAM A. LONGBRAKE William A. Longbrake	Vice Chair and Chief Financial Officer (Principal Financial Officer)	June 27, 2001

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/s/ ROBERT H. MILES Robert H. Miles	Senior Vice President & Controller (Principal Accounting Officer)	June 27, 2001
/s/ DOUGLAS P. BEIGHLE Douglas P. Beighle	Director	June 27, 2001
/s/ DAVID BONDERMAN David Bonderman	Director	June 27, 2001
/s/ J. TAYLOR CRANDALL J. Taylor Crandall	Director	June 27, 2001
/s/ ANNE V. FARRELL Anne V. Farrell	Director	June 27, 2001
/s/ STEPHEN E. FRANK Stephen E. Frank	Director	June 27, 2001
/s/ WILLIAM P. GERBERDING William P. Gerberding	Director	June 27, 2001
/s/ PHILLIP D. MATTHEWS Phillip D. Matthews	Director	June 27, 2001
/s/ MICHAEL K. MURPHY Michael K. Murphy	Director	June 27, 2001
/s/ MARY E. PUGH Mary E. Pugh	Director	June 27, 2001
/s/ WILLIAM G. REED, JR. William G. Reed, Jr.	Director	June 27, 2001
/s/ ELIZABETH A. SANDERS Elizabeth A. Sanders	Director	June 27, 2001
/s/ WILLIAM D. SCHULTE William D. Schulte	Director	June 27, 2001

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/s/ JAMES H. STEVER James H. Stever	Director	June 27, 2001
/s/ WILLIS B. WOOD, JR. Willis B. Wood, Jr.	Director	June 27, 2001

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Exhibit Number		Exhibits
1.1	—	Purchase Agreement between Washington Mutual, Inc. and Lehman Brothers Inc. dated April 24, 2001.
4.1	—	Amended and Restated Declaration of Trust of Washington Mutual Capital Trust 2001 dated April 30, 2001.
4.2	—	Indenture between Washington Mutual, Inc. and The Bank of New York, Trustee dated April 30, 2001.
4.3	—	First Supplemental Indenture between Washington Mutual, Inc. and The Bank of New York, Trustee dated April 30, 2001.
4.4	—	Unit Agreement between Washington Mutual, Inc., Washington Mutual Capital Trust 2001 and The Bank of New York as Warrant Agent, Property Trustee and Agent dated April 30, 2001.
4.5	—	Warrant Agreement between Washington Mutual, Inc. and The Bank of New York, Warrant Agent dated April 30, 2001.
4.6	—	Amendment No. 1 to the Warrant Agreement between Washington Mutual, Inc. and The Bank of New York, as Warrant Agent dated May 16, 2001.
4.7	—	Guarantee Agreement between Washington Mutual, Inc., as Guarantor and The Bank of New York, as Guarantee Trustee, dated April 30, 2001.
4.8	—	Amendment No. 1 to the Guarantee Agreement between Washington Mutual, Inc., as Guarantor, and The Bank of New York, as Guarantee Trustor.
4.9	—	Form of Debenture (included in Item 4.3 above).
4.10	—	Resale Registration Rights Agreement between Washington Mutual, Inc., Washington Mutual Capital Trust 2001 and Lehman Brothers Inc. dated April 30, 2001.
4.11	—	Calculation Agency Agreement between Washington Mutual, Inc. and Reinsel & Company LLP dated April 30, 2001.
4.12	—	Remarketing Agreement between Washington Mutual, Inc., Washington Mutual Capital Trust 2001 and Lehman Brothers Inc. dated April 30, 2001.
5.1	—	Opinion of Heller Ehrman White & McAuliffe LLP.
5.2	—	Opinion of Richard, Layton & Finger.
8.1	—	Opinion of Heller Ehrman White & McAuliffe LLP.
12.(a)	—	Washington Mutual, Inc.—Calculation of Ratio of Income to Fixed Charges (incorporated by reference to Washington Mutual, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. File No. 001-14667).
12.(b)	—	Washington Mutual, Inc.—Calculation of Ratio of Income to Fixed Charges and Preferred Dividends (incorporated by reference to Washington Mutual, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. File No. 001-14667).
23.1	—	Consent of Heller Ehrman White & McAuliffe LLP (included in Item 5.1 above).
23.2	—	Consent of Deloitte & Touche LLP.
23.3	—	Consent of Richard, Layton & Finger.
24.1	—	Powers of Attorney (included on the signature page of this Registration Statement).
25.1	—	Statement of Eligibility of Trustee.
25.2	—	Statement of Eligibility of Trustee.
25.3	—	Statement of Eligibility of Trustee.

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TABLE OF CONTENTS
Summary
RISK FACTORS
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
BUSINESS
THE TRUST
DESCRIPTION OF THE UNITS
DESCRIPTION OF THE WARRANTS
DESCRIPTION OF COMMON STOCK
DESCRIPTION OF THE PREFERRED SECURITIES
DESCRIPTION OF THE DEBENTURES
DESCRIPTION OF THE GUARANTEE
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE DEBENTURES AND THE GUARANTEE
BOOK-ENTRY ISSUANCE
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
ERISA CONSIDERATIONS
PLAN OF DISTRIBUTION
SELLING SECURITYHOLDERS
LEGAL MATTERS
EXPERTS
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
WHERE YOU CAN FIND ADDITIONAL INFORMATION
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY

EX-1.1

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Exhibit 1.1

Execution Copy

$1,000,000,000 Aggregate Principal Amount

WASHINGTON MUTUAL, INC.

WASHINGTON MUTUAL CAPITAL TRUST 2001Trust Preferred Income Equity Redeemable Securities ("PIERS") Units

PURCHASE AGREEMENT

April 24, 2001

Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285

Ladies and Gentlemen:

    Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust") and Washington Mutual, Inc., a Washington corporation (the "Company") propose, subject to the terms and conditions stated herein, to issue and sell 20,000,000 Trust Preferred Income Equity Redeemable Securities ("PIERS") units (the "Firm Units") pursuant to a Unit Agreement dated as of April 24, 2001 (the "Unit Agreement") among the Trust, the Company, The Bank of New York, as unit agent (in such capacity, the "Unit Agent"), The Bank of New York, as warrant agent (in such capacity, the "Warrant Agent") and The Bank of New York as property trustee (in such capacity, the "Property Trustee"). In addition, the Trust and the Company propose to grant to the Initial Purchaser an option (the "Option") to purchase up to an additional 3,000,000 Units (the "Optional Units" and, together with the Firm Units, the "Units").

    Each Unit will consist of a preferred security (liquidation preference $50 per security) of the Trust (each, a "Preferred Security") and a warrant (each, a "Warrant") issued by the Company, to purchase at any time prior to the close of business on May 3, 2041, .8054 shares (subject to antidilution adjustments) of common stock of the Company ("Common Stock"). Each Preferred Security will represent an undivided beneficial ownership interest in the assets of the Trust, which assets will consist solely of subordinated debentures issued by the Company (the "Debentures"). Certain payments on the Preferred Securities will be guaranteed (the "Guarantee") by the Company pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be entered into between the Company and The Bank of New York (the "Guarantee Trustee").

    The Trust was formed on April 23, 2001 pursuant to a declaration of trust dated as of April 23, 2001 (the "Original Trust Agreement ") executed by the Company, as sponsor, and The Bank of New York (Delaware) as Delaware trustee (in such capacity, the "Delaware Trustee") and a certificate of trust dated as of April 23, 2001 (the "Trust Certificate") filed with the Secretary of State of the State of Delaware. The Trust will be governed by the Amended and Restated Declaration of Trust to be dated as of April 30, 2001 (the "Amended and Restated Trust Agreement") between the Company, The Bank of New York as property trustee (in such capacity, the "Property Trustee"), the Delaware Trustee and Craig S. Davis, Diane L. Kelleher and William A. Longbrake as the initial regular trustees (in such capacity, the "Regular Trustees").

    The Trust will use the proceeds from the sale of the Preferred Securities to purchase $1,000,000,000 aggregate principal amount of Debentures to be issued pursuant to an indenture, to be dated as of April 30, 2001 (the "Original Indenture"), as supplemented by a Supplemental Indenture

to be dated as of April 30, 2001 (the "Supplemental Indenture"; the Original Indenture as so supplemented, the " Indenture") in each case, between the Company and The Bank of New York, as indenture trustee (in such capacity, the "Indenture Trustee"). The Trust will, if and to the extent it receives the proceeds of a payment on the Debentures, distribute to the holders of the Preferred Securities all payments so received.

    The Company will issue the warrants pursuant to a Warrant Agreement dated as of April 30, 2001 (the "Warrant Agreement") between the Company and the Warrant Agent. Under certain circumstances the Preferred Securities may be remarketed pursuant to a Remarketing Agreement dated as of April 30, 2001 (the "Remarketing Agreement") among the Trust, the Company and Lehman Brothers Inc.

    The Units will be offered and sold to the Lehman Brothers Inc. as initial purchaser (in such capacity, the "Initial Purchaser"), without being registered under the Securities Act of 1933, as amended, and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder (collectively, the "Securities Act"), in reliance upon an exemption therefrom. You have represented that the Initial Purchaser will make offers of the Units purchased hereunder on the terms set forth herein, as amended or supplemented, solely (i) persons whom the Initial Purchaser reasonably believes to be "qualified institutional buyers," as defined in Rule 144A under the Securities Act ("QIBs"), and (ii) to persons other than U.S. Persons in offshore transactions meeting the requirements of Rule 903 and 904 of Regulation S under the Securities Act (such persons specified in clauses (i) and (ii) being referred to herein as the "Eligible Purchasers"). As used herein, the terms "offshore transaction" and "U.S. person" have the respective meanings given to them in Regulation S. You will offer the Initial Notes to Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice.

    Holders of the Units (including the Initial Purchaser and its direct and indirect transferees), the Warrants and the Preferred Securities will be entitled to the benefits of a Resale Registration Rights Agreement, dated as of April 30, 2001 (the "Registration Rights Agreement") among the Trust, the Company and Lehman Brothers Inc., pursuant to which the Company will agree to file with the Commission a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Registration Statement") covering the resale of the Units, the Warrants, the Preferred Securities and the shares of Common Stock issuable upon exercise of the Warrants (the "Exercise Shares"), and to use its best efforts to cause the Registration Statement to be declared effective.

    The Unit Agreement, the Amended and Restated Trust Agreement, Original Indenture, the Supplemental Indenture, the Indenture, the Warrant Agreement, the Guarantee Agreement, the Registration Rights Agreement and the Remarketing Agreement are referred to herein collectively as the "Operative Documents." The Company and the Trust are referred to herein collectively as the "Washington Mutual Entities."

    This is to confirm the agreement as of the date first written above among the Company, the Trust and the Initial Purchaser concerning the issuance, offer and sale of the Units.

    1.  Representations, Warranties and Agreements of the Washington Mutual Entities.  Each of the Company and the Trust, jointly and severally, represent, warrant and agree with, the Initial Purchaser that:

    (a) The Company will prepare an offering memorandum dated the date hereof relating to the Units. Copies of such offering memorandum will be delivered by the Company to the Initial Purchaser pursuant to the terms of this Agreement. As used in this Agreement, "Offering Memorandum" means such offering memorandum, including the documents incorporated by reference therein, in each case as amended or supplemented. The Offering Memorandum, will not as of its date and as of a Delivery Date (as defined in Section 2(b)), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty as to information contained in or omitted from the Offering Memorandum in reliance upon and in

conformity with written information furnished to the Company by the Initial Purchaser specifically for inclusion therein.

    (b) The documents incorporated by reference in the Offering Memorandum (the "Incorporated Documents"), when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the Rules and Regulations thereunder (collectively, the "Exchange Act"); none of such Incorporated Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference or deemed to be incorporated by reference in the Offering Memorandum, when such documents are filed with Commission will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

    (c) Assuming the accuracy of the representations and warranties of the Initial Purchaser contained in Section 6 and its compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Units to the Initial Purchaser or the reoffer, resale and delivery of the Units by the Initial Purchaser to the initial purchasers therefrom and the exercise of the Warrants for Exercise Shares, in each case, in the manner contemplated by this Agreement, the Unit Agreement, the Warrant Agreement, the Amended and Restated Trust Agreement and the Offering Memorandum, to register the Units, the Warrants, the Guarantee, the Preferred Securities (collectively, the "Unit Securities") or the Exercise Shares under the Securities Act or to qualify the Indenture or the Amended and Restated Trust Agreement under the Trust Indenture Act of 1939, as amended, and the Rules and Regulations thereunder (collectively, the "Trust Indenture Act").

    (d) The Exercise Shares have been duly authorized and reserved for issuance upon exercise of the Warrants, are free of preemptive rights and conform in all material respects to the description thereof in the Offering Memorandum; and all Exercise Shares, when issued and delivered upon such exercise in accordance with the terms of the Warrant Agreement and, assuming payment for such Exercise Shares in the manner contemplated by the Warrant Agreement and Unit Agreement, will be validly issued, fully paid and nonassessable.

    (e) The Company and each of Washington Mutual Bank, FA, Washington Mutual Bank, Washington Mutual Bank fsb and New American Capital, Inc. have been duly incorporated and are validly existing as corporations or depository institutions in good standing under the laws of their respective jurisdictions of incorporation are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification other than where such failures would not, either individually or in the aggregate, have a material adverse effect on the business, financial condition, operating results or prospects of the Company and its subsidiaries taken as a whole, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged; and neither the Trust nor any of the subsidiaries of the Company (other than Washington Mutual Bank, FA, Washington Mutual Bank and New American Capital, Inc. (collectively, the "Significant Subsidiaries")) is a "significant subsidiary", as such term is defined in Rule 405 of the Rules and Regulations.

    The Trust has been duly created and is validly existing as a statutory business trust in good standing under the Business Trust Act of the State of Delaware, 12 Del. C. § 3801 et seq (the "Delaware Business Trust Act") with the trust power and authority to own property and conduct its business as described in the Offering Memorandum, and has conducted and will conduct no business other than the transactions described in the Offering Memorandum.

    (f)  The Company and each of its Significant Subsidiaries are in compliance in all material respects with all laws administered by and regulations of the Federal Deposit Insurance Corporation (the "FDIC"), the Office of Thrift Supervision and any other federal or state bank regulatory authority (the "Bank Regulatory Authorities") with jurisdiction over the Company or any of its Significant

Subsidiaries, other than where such failures to comply would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; and neither the Company nor any of its Significant Subsidiaries is a party to any written agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, or has adopted any board resolutions at the request of, any Bank Regulatory Authority which restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit policies or its management, nor have any of them been advised by any Bank Regulatory Authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission, or any such board resolutions.

    (g) Each of the Company and the Trust has an authorized capitalization as set forth in the Offering Memorandum, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

    (h) The Units have been duly authorized for issuance and sale pursuant to this Agreement (or will have been so authorized prior to each issuance of Units) and, when issued, authenticated and delivered pursuant to the provisions of this Agreement, the Unit Agreement, the Warrant Agreement, the Amended and Restated Trust Agreement and the Indenture (collectively, the "Unit Documents") against payment of the consideration thereof in accordance with this Agreement, the Units will be valid and binding obligations of the Company and the Trust enforceable against the Company and the Trust and entitled to the benefits of the Unit Documents, except to the extent the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general principles of equity (whether enforcement is sought in equity or at law); and the Units and the Unit Agreement conform or will conform at the time of their issuance or execution, as the case may be, in all material respects to all statements relating thereto contained in the Offering Memorandum.

    The Warrants have been duly authorized for issuance and sale pursuant to this Agreement (or will have been so authorized prior to each issuance of Units) and, when issued, authenticated and delivered pursuant to the provisions of this Agreement, and the Warrant Agreement against payment of the consideration thereof in accordance with this Agreement, the Warrants will be valid and binding obligations of the Company enforceable against the Company and entitled to the benefits of the Warrant Agreement, except to the extent the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general principles of equity (whether enforcement is sought in equity or at law); and the Warrants and the Warrant Agreement conform or will conform at the time of their issuance or execution, as the case may be, in all material respects to all statements relating thereto contained in the Offering Memorandum.

    The Preferred Securities have been duly authorized for issuance and sale pursuant to this Agreement (or will have been so authorized prior to each issuance of Units) and, when issued, authenticated and delivered pursuant to the provisions of this Agreement, and the Amended and Restated Trust Agreement against payment of the consideration thereof in accordance with this Agreement, the Preferred Securities will be valid and binding obligations of the Trust enforceable against the Trust and entitled to the benefits of the Amended and Restated Trust Agreement, except to the extent the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general principles of equity (whether enforcement is sought in equity or at law); and the Preferred Securities and the Amended and Restated Trust Agreement conform or will conform at the time of their issuance or execution, as the case may be, in all material respects to all statements relating thereto contained in the Offering Memorandum.

    The Debentures have been duly authorized for issuance and sale pursuant to this Agreement (or will have been so authorized prior to each issuance of Units) and, when issued, authenticated and delivered pursuant to the provisions of this Agreement, and the Indenture against payment of the consideration thereof in accordance with this Agreement, the Debentures will be valid and binding obligations of the Company enforceable against the Company and entitled to the benefits of the Indenture, except to the extent the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general principles of equity (whether enforcement is sought in equity or at law); and the Debentures and the Indenture conform or will conform at the time of their issuance or execution, as the case may be, in all material respects to all statements relating thereto contained in the Offering Memorandum.

    The Guarantee has been duly authorized for issuance and sale pursuant to this Agreement (or will have been so authorized prior to each issuance of Units) and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the Guarantee Agreement against payment of the consideration thereof in accordance with this Agreement, the Guarantee will be valid and binding obligations of the Company enforceable against the Company and entitled to the benefits of the Indenture, except to the extent the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general principles of equity (whether enforcement is sought in equity or at law); and the Guarantee and the Guarantee Agreement conform or will conform at the time of their issuance or execution, as the case may be, in all material respects to all statements relating thereto contained in the Offering Memorandum.

    (i)  Each Operative Document to which a Washington Mutual Entity is a party has been duly authorized by such Washington Mutual Entity party and (assuming due authorization, execution and delivery thereof by the parties thereto other than the Washington Mutual Entities) when executed and delivered by such Washington Mutual Entity will constitute a valid and binding agreement of such Washington Mutual Entity enforceable against such Washington Mutual Entity in accordance with its terms, except to the extent enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws now or hereafter in effect relating to or affecting creditors' rights generally and general principles of equity (whether enforcement is sought in equity or at law) and an implied covenant of good faith and fair dealing and except with respect to the rights of indemnification and contribution under the Registration Rights Agreement, which enforcement thereof may be limited by federal or state securities laws or the policies underlying such laws, and will conform in all material respects to the description thereof contained in the Offering Memorandum. Each of the Regular Trustees is either an officer of the Company or one of the Significant Subsidiaries and has been duly authorized by the Company to serve in such capacity and to execute and deliver the Original Trust Agreement.

    (j)  This Agreement has been duly authorized, executed and delivered by each of the Washington Mutual Entities.

    (k) The execution, delivery and performance of this Agreement and the Operative Documents to which each Washington Mutual Entity is a party, and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the properties or assets of the Company or any of its Significant Subsidiaries is subject and will not violate or conflict with any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets or court, except for such conflict, breach, violations or defaults as would not, either individually or in the aggregate, have a material adverse effect on the business, financial condition, operating results or prospects of the Company and its subsidiaries taken as a whole, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of

its Significant Subsidiaries; and except for (i) the registration of the Unit Securities and the Exercise Shares under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the transactions contemplated by the Registration Rights Agreement, and (ii) such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Units by the Initial Purchaser, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement and the other Operative Documents to which each Washington Mutual Entity is a party or the consummation of the transactions contemplated herein and therein, including the issuance of the Units by the Company and the Trust.

    The Trust is not a party to or bound by any agreement or instrument other than this Agreement and the Operative Documents to which it is a party, and the agreements and instruments contemplated by the Amended and Restated Trust Agreement and described in the Offering Memorandum; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the agreements and instruments contemplated by the Original Trust Agreement and described in the Offering Memorandum; and the Trust is not a party to or subject to any action, suit or proceeding of any nature. The execution, delivery and performance of this Agreement and the Operative Documents to which it is a party, and the consummation of the transactions contemplated herein and therein will not violate or conflict with any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trust or any of its properties or assets, nor will such actions result in any violation of the Original Trust Agreement or the Trust Certificate of the Trust; and except for (i) the registration of the Unit Securities and the Exercise Shares under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the transactions contemplated by the Registration Rights Agreement, and (ii) such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Units by the Initial Purchaser, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement and the other Operative Documents to which the Trust is a party or the consummation of the transactions contemplated herein and therein, including the issuance of the Units by the Company and the Trust.

    (l)  There are no contracts, agreements or understandings between the Company or any of its subsidiaries or the Trust and any person granting such person the right to require the Company or the Trust to file a registration statement under the Securities Act with respect to any Unit Securities or shares of Common Stock owned or to be owned by such person or to require the Company or the Trust to include such Unit Securities or shares of Common Stock in the securities to be registered pursuant to the Registration Rights Agreement.

    (m) Neither the Company nor any of its Significant Subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in the Offering Memorandum, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum; and, since such date, there has not been any material change in the capital stock or long-term debt of the Company or any of its Significant Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Offering Memorandum.

    (n) The financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Offering Memorandum present fairly the financial condition and results of operations of the Company at the dates and for the periods indicated, and have been

prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved; and the information contained in the Offering Memorandum that constitutes "forward-looking statements" within the meaning of Section 21E(i)(1) of the Exchange Act has been prepared on the basis of the Company's best current judgments and estimations as to future operating plans and results.

    (o) Deloitte & Touche LLP, who have certified certain financial statements of the Company, whose report appears in the Offering Memorandum or is incorporated by reference therein and who have delivered the initial letter referred to in Section 5(h) hereof, are independent public accountants as within the meaning of the Securities Act and the Rules and Regulations.

    (p) There are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or asset of the Company or any of its Significant Subsidiaries is the subject which could reasonably be expected to have a material adverse effect on the consolidated financial position, results of operations, business or prospects of the Company and its subsidiaries taken as a whole; and to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

    (q) Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws, is in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or is in violation in any material respect of any law, ordinance, governmental rule, regulation or court decree to which it or its properties or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its properties or assets or to the conduct of its business.

    (r) Neither the Trust, the Company nor any of its subsidiaries will be required to register as an "investment company" within the meaning of such term under the Investment Company Act of 1940 (the "Investment Company Act") and the rules and regulations of the Commission thereunder as a result of the consummation of the transactions contemplated by this Agreement and the Operative Documents.

    (s) None of the Company or any of its affiliates has, directly or through any agent (other than the Initial Purchaser in connection with the transactions contemplated by this Agreement about which no representation is made by the Company), sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any "security" (as defined in the Securities Act) which is or will be integrated with the sale of the Unit Securities or the Exercise Shares in a manner that will require the registration under the Securities Act of the Unit Securities or the Exercise Shares.

    (t)  No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Unit Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted on an automated inter-dealer quotation system.

    (u) As of each Delivery Date, no event has occurred nor has any circumstance arisen which, had the Debentures been issued on such Delivery Date, would constitute a default or an Event of Default (as such term is defined in the Indenture).

    (v) Assuming (i) that your representations and warranties in Section 5(o)–(p) hereof are true, (ii) compliance by you with your covenants set forth in Section 2 hereof and (iii) that each of the Eligible Purchasers is either (A) an entity that you reasonably believe to be a QIB or (B) a person who is not a "U.S. person" and who acquires the Units outside the United States in an "offshore transaction" (within the meaning of Regulation S), the purchase of the Units by you pursuant hereto and the resale of the Units pursuant to the offers is exempt from the registration requirements of the Securities Act.

    (w) Neither the Company nor any of its affiliates or any person acting on its or their behalf has engaged or will engage during the applicable restricted period in any directed selling efforts within the meaning of Rule 902(c) of Regulation S with respect to the Units, and the Company and its affiliates and all persons acting on their behalf have complied with and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Units outside the United States; provided that no representation is made as to the Initial Purchaser or any person, acting on its behalf.

    (x) The sale of the Units pursuant to Regulation S are "offshore transactions" and are not part of a plan or scheme to evade the registration provisions of the Securities Act.

    2.  Purchase, Sale and Delivery of Units.

    (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each of the Washington Mutual Entities agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Trust, the Firm Units, at a purchase price of 97.75% of the principal amount (the "purchase price") thereof and the Company hereby agrees to pay to Lehman Brothers, as Initial Purchaser, a fee as set forth in the cross-receipt executed by each of the parties hereto.

    Delivery of and payment for the Firm Units shall be made at the office of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017, at 10:00 a.m. (New York City time) on April 30, 2001, or such later date as the Initial Purchaser shall designate, which date and time may be postponed by agreement between the Initial Purchaser and the Company (such date and time of delivery and payment for the Firm Units being herein called the "First Delivery Date"). Delivery of the Firm Units shall be made to the Initial Purchaser against payment of the purchase price by the Initial Purchaser. Payment for the Firm Units shall be made against delivery to the Initial Purchaser of the Firm Units as described below and effected either by wire transfer of immediately available funds to an account with a bank, the account number and the ABA number for such bank to be provided by the Company to the Initial Purchaser at least two business days in advance of the Delivery Date, or by such other manner of payment as may be agreed by the Company and the Initial Purchaser.

    (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each of the Washington Mutual Entities hereby grants the Option to the Initial Purchaser to purchase the Optional Units at the same purchase price as the Initial Purchaser shall pay for the Firm Units. The Option may be exercised in whole or in part on one occasion at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing delivered by facsimile by the Initial Purchaser to the Company setting forth the number of whole Optional Units as to which the Initial Purchaser is exercising the Option.

    The date for the delivery of and payment for the Optional Units, being herein referred to as an "Optional Delivery Date", which may be the First Delivery Date (the First Delivery Date and the Optional Delivery Date, if any, being sometimes referred to as a "Delivery Date"), shall be determined by the Initial Purchaser but shall not be later than five full business days after written notice of election to purchase Optional Units is given. Delivery of the Optional Units shall be made to the Initial Purchaser against payment of the purchase price by the Initial Purchaser. Payment for the Optional Units shall be made against delivery to you of the Optional Unit as described below and effected either by wire transfer of immediately available funds to an account with a bank in The City of New York, the account number and the ABA number for such bank to be provided by the Company to the Initial Purchaser at least two business days in advance of the Optional Delivery Date, or by such other manner of payment as may be agreed by the Company and the Initial Purchaser.

    (c) The Company will deliver against payment of the purchase price the Units in the form of one or more permanent global certificates (the "Global Units"), registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). Beneficial interests in the Units initially sold to QIBs will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC and its participants. The Global Units will be made available, at the request of the Initial Purchaser, for checking at least 24 hours prior to the Delivery Date.

    3.  Further Agreements of the Company.  The Company further agrees:

    (a) To advise the Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum. If, at any time prior to completion of the resale of the Units by the Initial Purchaser, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Purchaser, not misleading, to promptly notify the Initial Purchaser and prepare such amendment or supplement as may be necessary to correct such untrue statement or omission.

    (b) To furnish to the Initial Purchaser and to Simpson Thacher & Bartlett, counsel to the Initial Purchaser, copies of the Offering Memorandum (and all amendments and supplements thereto) in each case as soon as available and in such quantities as the Initial Purchaser reasonably requests for internal use and for distribution to prospective purchasers. The Company will pay the expenses of printing and distributing to the Initial Purchaser all such documents.

    (c) Promptly to take such action as the Initial Purchaser may reasonably request from time to time, to qualify the Units for offering and sale under the securities laws of such jurisdictions as the Initial Purchaser may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the resale of the Units; provided that, in connection therewith, each of the Washington Mutual Entities shall not be required to qualify as a foreign corporation or otherwise subject itself to general consent to service of process or taxation in any jurisdiction in which it is not otherwise so qualified or subject.

    (d) For a period of two years following the Delivery Date, to furnish or make available to the Initial Purchaser upon request copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Company's Common Stock may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act; provided, however, that the Company shall not be required to provide the Initial Purchaser with any such reports or similar forms that have been filed with the Commission by electronic transmission pursuant to EDGAR.

    (e) To apply the proceeds from the sale of the Units as set forth under "Use of Proceeds" in the Offering Memorandum.

    (f)  For a period of 90 days from the date of the Offering Memorandum, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or substantially similar securities (other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock or substantially similar securities (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Initial Purchaser; provided, however, that nothing in this clause (f) shall be deemed to limit in any manner the Company's ability to issue Common Stock or securities convertible into Common Stock as consideration for the acquisition of the assets or equity interests of any other entity, including by way of merger.

    (g) For so long as any of the Unit Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to provide to any holder of the Unit Securities or to any

prospective purchaser of the Unit Securities designated by any holder, upon request of such holder or prospective purchaser, information required to be provided by Rule 144A(d)(4) of the Securities Act if, at the time of such request, the Company is not subject to the reporting requirements under Section 13 or 15(d) of the Exchange Act.

    (h) Each of the Unit Securities and Exercise Shares will bear, to the extent applicable, the legend contained in "Notice to Investors" in the Offering Memorandum for the time period and upon the other terms stated therein, except after the such securities are resold pursuant to a registration statement effective under the Securities Act.

    (i)  None of the Company or any of its affiliates will take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering of the Units.

    (j)  Except following the effectiveness of the Registration Statement (as defined in the Registration Rights Agreement), not to, and will cause its respective affiliates not to, solicit any offer to buy or offer to sell the Unit Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

    (k) Not to, and will cause its respective affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) in a transaction that will be integrated with the sale of the Units in a manner that will require the registration under the Securities Act of the Units.

    (l)  To execute and deliver the Registration Rights Agreement in form and substance mutually satisfactory to the parties hereto.

    (m) To use reasonable commercial efforts to cause the Units to be accepted for clearance and settlement through the facilities of DTC.

    4.  Expenses.  The Company agrees to pay: (a) the costs incident to the authorization, issuance, sale and delivery of the Units, and any taxes payable in that connection; (b) the costs incident to the preparation, printing and distribution of the Offering Memorandum and any amendment or supplement to the Offering Memorandum, all as provided in this Agreement; (c) the costs of producing and distributing the Operative Documents;  (d) the fees and expenses of the Company's and the Trust's respective counsel and independent accountants; (e) the fees and expenses of qualifying the Units under the securities laws of the several jurisdictions as provided in Section 3(c) and of preparing, printing and distributing a Blue Sky Memorandum (including reasonable related fees and expenses of counsel to the Initial Purchaser in connection therewith); (f) the expenses of the Company and the Initial Purchaser in connection with the marketing and offering of the Units; (g) all fees and expenses incurred in connection with any rating of the Units; (h) all expenses and fees in connection with the application for inclusion of the Units on the NYSE, (i) the fees and expenses (including fees and disbursements of counsel) of the Property Trustee, the Warrant Agent, the Unit Agent, the Indenture Trustee, the Remarketing Agent and the Regular Trustees and the costs and charges of any registrar, transfer agent, paying agent or exchange agent under the Operative Documents; and (j) all other costs and expenses incident to the performance of the obligations of the Washington Mutual Entities under this Agreement; provided  that, except as provided in clauses (e) and (f) in this Section 4 and in Section 7, the Initial Purchaser shall pay its own costs and expenses, including the costs and expenses of its counsel and any transfer taxes on the Units which they may sell.

    5.  Conditions of the Initial Purchaser's Obligations.  The obligations of the Initial Purchaser hereunder are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Washington Mutual Entities contained herein, to the performance by the

Company of its obligations hereunder, and to the satisfaction of each of the following additional conditions and agreements:

    (a) The Initial Purchaser shall not have discovered and disclosed to the Washington Mutual Entities prior to or on such Delivery Date that the Offering Memorandum or any amendment or supplement thereto contains any untrue statement of a fact which, in the opinion of counsel to the Initial Purchaser, is material or omits to state a fact which is material and necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

    (b) All corporate and trust proceedings, as appropriate, and other legal matters incident to the authorization, form and validity of the Operative Documents (including the global certificates for the Unit Securities), the Unit Securities and the Offering Memorandum or any amendment or supplement thereto, and all other legal matters relating to the Operative Documents (including the global certificates for the Unit Securities), the Unit Securities and the transactions contemplated thereby and the Offering Memorandum shall be satisfactory in all material respects to counsel to the Initial Purchaser; and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

    (c) Heller Ehrman White & McAuliffe LLP, counsel to the Company, shall have furnished to the Initial Purchaser its written opinion, as counsel to the Company, addressed to the Initial Purchaser and dated such Delivery Date, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect that:

     (i)   The Company and each of its Significant Subsidiaries have been duly incorporated and are validly existing as corporations or depository institutions in good standing under the laws of their respective jurisdictions of incorporation and have all power and authority necessary to own or hold their respective properties and conduct the businesses in which they are engaged;

    (ii)   The Company and the Trust has an authorized capitalization as set forth in the Offering Memorandum; and all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and (except for directors' qualifying shares) are owned of record and, to the best of such counsel's knowledge, beneficially by the Company, either directly or indirectly, free and clear of all liens, encumbrances, equities or claims.

    (iii)   Each of the Original Indenture and the Supplemental Indenture has been duly authorized, executed and delivered by the Company and (assuming due authorization, execution and delivery thereof by the Indenture Trustee) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

    (iv)   Each of the Original Declaration and the Amended and Restated Trust Agreement has been duly authorized, executed and delivered by the Company.

    (v)   The Guarantee Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Guarantee Trustee, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

    (vi)   The Common Stock initially issuable upon exercise of the Warrants have been duly reserved for issuance, and such shares, when issued in accordance with the Warrant Agreement, will be validly issued, fully paid and nonassessable.

   (vii)   The Unit Agreement has been duly authorized by the Company and assuming due authorization, execution and delivery by the Initial Purchaser, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

   (viii)   The Warrant Agreement has been duly authorized by the Company and assuming due authorization, execution and delivery by the Initial Purchaser, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

    (ix)   The Registration Rights Agreement has been duly authorized by the Company and assuming due authorization, execution and delivery by the Initial Purchaser, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except with respect to the rights of indemnification and contribution thereunder, which enforcement thereof may be limited by federal or state securities laws or the policies underlying such laws.

    (x)   The Remarketing Agreement has been duly authorized by the Company and assuming due authorization, execution and delivery by the Initial Purchaser, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except with respect to the rights of indemnification and contribution thereunder, which enforcement thereof may be limited by federal or state securities laws or the policies underlying such laws.

    (xi)   To the best of such counsel's knowledge and other than as set forth in the Offering Memorandum, there are no legal or governmental proceedings pending or threatened to which the Company or any of its Significant Subsidiaries is a party or of which any property or asset of the Company or any of its Significant Subsidiaries is the subject that is required to be disclosed pursuant to Item 103 of Regulation S-K;

   (xii)   To the best of such counsel's knowledge neither the Company, any of its Significant Subsidiaries or Washington Mutual Bank, fsb is a party to any written agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, or has adopted any board resolutions at the request of, any Bank Regulatory Authority which restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit policies or its management, nor have any of them been advised by any Bank Regulatory Authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission, or any such board resolutions.

   (xiii)   Assuming the accuracy of the representations and warranties of the Initial Purchaser contained in Section 6 of the Purchase Agreement and its compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Units to the Initial Purchaser or the reoffer, resale and delivery of the Units by the Initial Purchaser to the initial purchasers therefrom and the exercise of the Warrants for Exercise Shares, in each case, in the manner contemplated by the Purchase Agreement, the Unit Agreement, the Warrant Agreement, the Amended and Restated Trust Agreement and the Offering Memorandum, to register the Unit Securities or the Exercise Shares under the Securities Act or to qualify the Indenture or the Amended and Restated Trust Agreement under the Trust Indenture Act.

   (xiv)   The statements contained in the Offering Memorandum under the captions "The Trust", "Description of the Units", "Description of the Warrants", "Description of the Common Stock", "Description of the Preferred Securities", "Description of the Debentures", "Description of the Guarantee", "Description of the Registration Rights Agreement" and "Relationship Among The Preferred Securities, The Debentures and The Guarantee" insofar as such statements purport to summarize certain provisions of the Operative Documents, this Agreement and the Common Stock, as the case may be, provide a fair summary of such provisions in all material respects.

   (xv)   The statements contained in the Offering Memorandum under the caption "Certain United States Federal Income Tax Consequences" are accurate in all material respects and constitute a fair summary of the matters set forth therein;

   (xvi)   This Agreement has been duly authorized, executed and delivered by the Company.

  (xvii)   The execution, delivery and performance of this Agreement and the Operative Documents to which each Washington Mutual Entity is a party, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Material Contract, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its Significant Subsidiaries or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its Significant Subsidiaries or any of their properties or assets; and, except for the registration of the Unit Securities and the Exercise Shares under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the transaction contemplated by the Registration Rights Agreement, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement and the Operative Documents to which the Company is a party or the consummation of the transactions contemplated herein and therein. For purposes of this opinion, Material Contracts mean those agreements filed as exhibits to Washington Mutual's reports filed pursuant to the Exchange Act.

  (xviii)   To the best of such counsel's knowledge, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any Units of the Company owned or to be owned by such person or to require the Company to include such Units in the Units registered pursuant to the Registration Statements.

   (xix)   Neither the Company nor the Trust is required to register as an investment company under the Investment Company Act as a result of the consummation of the transactions contemplated by this Agreement and the Operative Documents.

In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of Washington and the General Corporation Law of Delaware. Such counsel shall also have furnished to the Initial Purchaser a written statement, addressed to the Initial Purchaser and dated such Delivery Date, in

form and substance satisfactory to the Initial Purchaser, to the effect that (x) it has acted as counsel to the Company in connection with the preparation of the Offering Memorandum, and (y) based on the foregoing, no facts have come to the attention of such counsel which lead it to believe that the Offering Memorandum, as of its date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that no view need be expressed as to the financial statements and other financial and statistical data included in the Offering Memorandum.

    (d) Richards Layton & Finger, P.A. shall have furnished to the Initial Purchaser its written opinion, as special Delaware counsel to the Company and the Trust, addressed to the Initial Purchaser and dated such Delivery Date, in form and substance satisfactory to the Initial Purchaser, to the effect that:

     (i)   The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act and all filings required under the Delaware Business Trust Act with respect to the creation and valid existence of the Trust as a business trust in the State of Delaware have been made.

    (ii)   Under the Amended and Restated Trust Agreement and the Delaware Business Trust Act, all necessary trust action has been taken on the part of the Trust to duly authorize the execution and delivery of this Agreement by the Trust.

    (iii)   The Preferred Securities are duly authorized by the Trust Agreement, and when authenticated, issued and delivered by the Trust in accordance with the Trust Agreement, the Trust Preferred Securities will be duly and validly issued and fully paid and nonassessable interests in the Trust.

    (iv)   The holders of Preferred Securities, in their capacity as such, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that such holders may be obligated to make payments as set forth in the Amended and Restated Trust Agreement.

    (v)   Under the Amended and Restated Trust Agreement and the Business Trust Act, the Trust has all necessary trust power and authority to execute and deliver the Purchase Agreement and the Operative Documents to which it is a party, and to perform its obligations thereunder.

    (vi)   Under the Amended and Restated Trust Agreement and the Business Trust Act, the issuance and sale by the Trust of the Preferred Securities and the execution and delivery by the Trust of the Purchase Agreement and the Operative Documents to which it is a party, and the performance by the Trust of its obligations thereunder, have been duly authorized by all necessary trust action on the part of the Trust.

   (vii)   Under the Business Trust Act and the Amended and Restated Trust Agreement, the issuance by the Trust of the Preferred Securities is not subject to any preemptive purchase rights of any Person.

   (viii)   No consent, approval, license, authorization, order, registration or qualification of or with any Delaware court or Delaware governmental agency or body is required solely in connection with (i) the issuance and sale by the Trust of the Preferred Securities as contemplated by the Offering Memorandum, or (ii) the execution, delivery and performance by the Trust of the Purchase Agreement and the Operative Documents to which it is a party.

    (ix)   The issuance and sale by the Trust of the Preferred Securities pursuant to the Purchase Agreement and the Amended and Restated Trust Agreement, and the execution and delivery by the Trust of the Purchase Agreement and each of the Operative Documents to which it is a party, and the performance by the Trust of its obligations thereunder, will not violate (i) the Trust

Certificate or the Amended and Restated Trust Agreement or (ii) any Delaware statute, rule or regulation.

    (x)   After due inquiry limited to, and solely to the extent disclosed thereupon, the court dockets for active cases of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, of the Superior Court of the State of Delaware in and for New Castle County, Delaware, and of the United States Federal District Court sitting in the State of Delaware, in these courts there are no pending actions, suits or proceedings against the Company or the Trust.

    (e) Richards Layton & Finger, P.A. shall have furnished to the Initial Purchaser its written opinion, as special Delaware counsel to the Delaware Trustee, addressed to the Initial Purchaser and dated such Delivery Date, in form and substance satisfactory to the Initial Purchaser, to the effect that:

     (i)   The Bank of New York (Delaware) is duly incorporated and validly existing as a Delaware banking corporation under the laws of the State of Delaware.

    (ii)   The Bank of New York (Delaware) has the power and authority to execute, deliver and perform its obligations under the Trust Agreement and to consummate the transactions contemplated thereby.

    (iii)   The Bank of New York (Delaware) has duly authorized, executed and delivered the Trust Agreement.

    (f)  The Company shall have furnished to the Initial Purchaser a certificate, dated such Delivery Date, of its Chairman of the Board, its President or a Senior Executive Vice President and its Chief Financial Officer stating that:

     (i)   The representations, warranties and agreements of the Company and the Trust in Section 1 are true and correct as of such Delivery Date; the Company and the Trust have complied with all their agreements contained herein; and the conditions set forth in Section 7 have been fulfilled;

    (ii)   (A) Neither the Company nor any of its Significant Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Offering Memorandum any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum and (B) since such date there has not been any material change in the capital stock or long-term debt of the Company or any of its Significant Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Offering Memorandum; and

    (iii)   They have carefully examined the Offering Memorandum and, in their opinion the Offering Memorandum, as of such Delivery Date, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

    (g) Simpson Thacher & Bartlett, shall have furnished to the Initial Purchaser its written opinion, as counsel to the Initial Purchaser, addressed to the Initial Purchaser and dated the Delivery Date, in form and substance reasonably satisfactory to the Initial Purchaser.

    (h) The Initial Purchaser shall have received from Deloitte & Touche LLP a letter (the "comfort letter"), in form and substance satisfactory to the Initial Purchaser, addressed to the Initial Purchaser and dated the Delivery Date (i) confirming that it is an independent public accountant within the meaning of the Securities Act and is in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective

dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to underwriters in connection with registered public offerings, in form and substance satisfactory to the Initial Purchaser.

    (i)  On such Delivery Date, there shall not have occurred, since the date as of which information is given in the Offering Memorandum, any material adverse change or any development likely to result in a prospective material adverse change in the financial condition, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Offering Memorandum and the Initial Purchaser shall have received a certificate of the Chairman of the Board, President, a Senior Executive Vice President or Chief Financial Officer of the Company, dated as of such Delivery Date, that to the best of his or her knowledge after reasonable investigation, there has been no such material adverse change or development involving such a prospective material adverse change and that the representations and warranties of the Company contained in Section 1 are true and correct in all material respects with the same force and effect as though expressly made at and as of such Delivery Date.

    (j)  Each Operative Document (in form and substance satisfactory to the Initial Purchaser) shall have been duly executed and delivered by the respective parties thereto; and the Units shall have been duly executed and delivered by the Company and duly authenticated by the Property Trustee, in each case pursuant to the Unit Agreement.

    (k) Since the later of the date of this Agreement or since the respective dates as of which information is given in the Offering Memorandum, (i) there shall not have occurred any new outbreak of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Initial Purchaser impractical to market the Units or enforce contracts for the sale of the Units or (ii) trading generally on either the American Stock Exchange or The New York Stock Exchange shall not have been suspended, or minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for Units shall not have been required, by either of such exchanges or by order of the Commission or any other government authority, or a banking moratorium shall not have been declared by either Federal or New York authorities.

    (l)  On or prior to such Delivery Date, counsel for the Initial Purchaser shall have been furnished with such documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Units as herein contemplated and related proceedings or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to the Initial Purchaser and its counsel.

    All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to counsel to the Initial Purchaser.

    6.  Representations, Warranties and Agreements of Initial Purchaser.

    (a) The Initial Purchaser represents and warrants that it is a QIB. The Initial Purchaser agrees with the Company that it (i) is purchasing the Units pursuant to a private sale exempt from registration under the Securities Act without the intent to distribute the Units in violation of the Securities Act or applicable laws of any state of the United States or any other applicable jurisdiction, (ii) will not solicit offers for, or offer or sell, the Units by means of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (iii) will solicit offers for the Units only from, and will offer, sell or deliver the Units, as part of its initial offering, only to (A) in the case of offers inside the United States, persons whom it reasonably believes to be QIBs, or, if any such person

is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons (as defined in Regulation S) in accordance with Rule 903 of Regulation S.

    (b) The Initial Purchaser agrees that in connection with the transactions described in subsection 6(a)(iii)(B), it has offered and sold the Units, and will offer and sell the Units, (i) as part of its distribution at any time and (ii) otherwise until one year after the later of the commencement of the offering and the Delivery Date (the "Restricted Period"), only in accordance with Rule 903 of Regulation S. Accordingly, the Initial Purchaser represents and agrees that with respect to the transactions described in subsection 6(a)(iii)(B), neither it, nor any of its affiliates, nor any person acting on their behalf has engaged or will engage in any directed selling efforts with respect to the Units, and that it has complied and will comply with the offering restrictions of Regulation S. It agrees that, at or prior to the confirmation of sale of the Units pursuant to subsection 6(a)(iii)(B), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Units from the Initial Purchaser during the Restricted Period, a confirmation or notice to substantially the following effect:

"The Units covered hereby have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of U.S. Persons (i) as part of their distribution at any time or (ii) otherwise until one year after the later of the commencement of the offering and the time of delivery of the Units, except in either case in accordance with Regulation S or Rule 144A under the Securities Act. The terms used above have the meaning given to them by Regulation S."

    (c) The Initial Purchaser agrees that (i) it has not offered or sold and will not offer or sell any Units to persons in the United Kingdom prior to the expiration of the period six months from the Delivery Date, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Units Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by the Initial Purchaser in relation to the Units in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on, and will only issue or pass on, in the United Kingdom any document received it in connection with the issuance of the Units to a person who is of a kind described in Section 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on.

    7.  Indemnification and Contribution.

    (a) The Washington Mutual Entities agree to indemnify and hold harmless the Initial Purchaser, its officers and employees and each person, if any, who controls any Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Offering Memorandum (as amended or supplemented if the Company or the Trust shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Initial Purchaser furnished to the Washington Mutual Entities in writing by the Initial Purchaser expressly for use therein.

    (b) The Initial Purchaser agrees to indemnify and hold harmless the Company, the Trust, their directors, officers and employees and each person, if any, who controls the Company within the

meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Initial Purchaser, but only with reference to information relating to the Initial Purchaser furnished to the Washington Mutual Entities in writing by the Initial Purchaser expressly for use in the Offering Memorandum or any amendments or supplements thereto and to reimburse the Company, the Trust and each such officer, employee and controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Company, the Trust, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any loss, claim, damage, liability or action as such expenses are incurred.

    (c) In case any claim, action or proceeding (including any governmental investigation, collectively, a "proceeding") shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b), such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing of such proceeding; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent that it has been materially prejudiced by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Initial Purchaser, in the case of parties indemnified pursuant to Section 7(a), and by the Company or the Trust, in the case of parties indemnified pursuant to Section 7(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 business days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

    (d) To the extent the indemnification provided for in Section 7(a) or 7(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities of the nature contemplated by Section 7(a) or 7(b)(i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Trust on the one hand and the Initial Purchaser on the other hand from the offering of the Units or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) above but also the

relative fault of the Company and the Trust on the one hand and of the Initial Purchaser on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Trust on the one hand and the Initial Purchaser on the other hand in connection with the offering of the Units shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Units (before deducting expenses) received by the Company and the fee received by the Initial Purchaser referred to in Section 2, bear to the aggregate principal amount of the Units. The relative fault of the Company and the Trust on the one hand and the Initial Purchaser on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Trust or by the Initial Purchaser and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

    (e) The Company and the Initial Purchaser agree that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, the Initial Purchaser shall not be required to contribute any amount in excess of the amount by which the total price at which the Units sold by it as contemplated by this Agreement exceeds the amount of any damages that the Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

    (f)  The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Washington Mutual Entities contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchaser or any person controlling the Initial Purchaser or by or on behalf of the Company and the Trust, their officers or directors or any person controlling the Company or the Trust and (iii) acceptance of and payment for any of the Units.

    8.  Termination.  The obligations of the Initial Purchaser hereunder may be terminated by the Initial Purchaser by notice given to and received by the Washington Mutual Entities prior to delivery of and payment for the Units if, prior to that time, any of the events described in Sections 5(i) and (k) shall have occurred or if the Initial Purchaser shall decline to purchase the Units for any reason permitted under this Agreement.

    9.  Reimbursement of Initial Purchaser's Expenses.  If (a) the Company or the Trust shall fail to tender the Units for delivery to the Initial Purchaser by reason of any failure, refusal or inability of the Company or the Trust to perform any agreement on its part to be performed, or the Initial Purchaser shall decline to purchase the Units for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 8) the Washington Mutual Entities shall reimburse the Initial Purchaser for the reasonable fees and expenses of its counsel and for such other reasonable out-of-pocket expenses as shall have been incurred by it in connection with this Agreement and the proposed purchase of the Units, and upon demand the Washington Mutual Entities shall pay the full amount thereof to the Initial Purchaser.

    10.  Notices, etc.  All statements, requests, notices and agreements hereunder shall be in writing, and:

    (a) if to the Initial Purchaser, shall be delivered or sent by mail, telex or facsimile transmission to Lehman Brothers Inc., Three World Financial Center, New York, New York 10285, Attention: Syndicate Department (Fax: 212-528-8822); and

    with a copy to Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017, Attention of Lee Meyerson, Esq. (Fax: 212-455-2502; Telephone: 212-455-2000);

    (b) if to the Company or to the Trust, shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Fay L. Chapman;

    with a copy to Heller Ehrman White & McAuliffe LLP, 701 Fifth Avenue, Suite 6100, Seattle, Washington 98104-7098, Attention: David Wilson, Esq. (Fax: 206-447-0849; Telephone: 206-389-4264).

    Any notice of a change of address or facsimile transmission number must be given by the Company, the Trust or the Initial Purchaser, as the case maybe, in writing at least three days in advance of such change.

    11.  Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon the Initial Purchaser, the Company, the Trust and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Company and the Trust contained in this Agreement shall also be deemed to be for the benefit of the officers and employees of the Initial Purchaser and the person or persons, if any, who control the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and (B) the representations, warranties, indemnities and agreements of the Initial Purchaser contained in this Agreement shall be deemed to be for the benefit of directors, officers and employees of the Company, and any person controlling the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 11, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

    12.  Survival.  The respective indemnities, representations, warranties and agreements of the Company, the Trust and the Initial Purchaser contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Units and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any of them or any person controlling any of them.

    13.  Definition of the Terms "Business Day" and "Significant Subsidiary."  For purposes of this Agreement, "business day" means any day on which the NYSE is open for trading.

    14.  Governing Law.This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

    15.  Counterparts.  This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

    16.  Headings.  The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

[The rest of this page has been left blank intentionally; the signature page follows.]

    If the foregoing correctly sets forth the agreement between the Company and the Initial Purchaser, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,
WASHINGTON MUTUAL, INC.
By:	/s/ FAY L. CHAPMAN Name: Fay L. Chapman Title: Senior Executive Vice President
WASHINGTON MUTUAL CAPITAL TRUST 2001
By:	/s/ CRAIG S. DAVIS Name: Craig S. Davis Title: Trustee

Accepted and agreed by:
LEHMAN BROTHERS INC.
By:	/s/ NEIL SHERMAN Name: Neil Sherman Title: Managing Director

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Exhibit 1.1
Execution Copy
$1,000,000,000 Aggregate Principal Amount WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 Trust Preferred Income Equity Redeemable Securities ("PIERS") Units

EX-4.1

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Exhibit 4.1

AMENDED AND RESTATED DECLARATION OF TRUST

WASHINGTON MUTUAL CAPITAL TRUST 2001

Dated as of April 30, 2001

CROSS-REFERENCE TABLE(1)

Section of Trust Indenture Act of 1939, as amended	Section of Declaration
310(a)	5.3
310(b)	5.3(c); 5.3(d)
310(c)	Not Applicable
311(a)	2.2(b)
311(b)	2.2(b)
311(c)	Not Applicable
312(a)	2.2(a)
312(b)	2.2(b)
312(c)	Not Applicable
313(a)	2.3
313(b)	2.3
313(c)	2.3
313(d)	2.3
314(a)	2.4; 3.7(i)
314(b)	Not Applicable
314(c)	2.5
314(d)	Not Applicable
314(e)	2.5
314(f)	Not Applicable
315(a)	3.9(a); 3.10(a)
315(b)	2.7(a)
315(c)	3.9(a)
315(d)	3.9(b)
316(a)	2.6; 6.10(b); 6.11(c)
316(b)	Not Applicable
316(c)	Not Applicable
317(a)	3.8(h); 3.15
317(b)	Not Applicable

(1)

This Cross-Reference Table does not constitute part of the Declaration and shall not affect the interpretation of any of its terms or provisions.

TABLE OF CONTENTS

ARTICLE I INTERPRETATION AND DEFINITIONS			1
	Section 1.1	Interpretation	1
	Section 1.2	Definitions	1
ARTICLE II TRUST INDENTURE ACT			12
	Section 2.1	Trust Indenture Act; Application	12
	Section 2.2	Lists of Holders	12
	Section 2.3	Reports by the Property Trustee	13
	Section 2.4	Periodic Reports to the Property Trustee	13
	Section 2.5	Evidence of Compliance with Conditions Precedent	13
	Section 2.6	Trust Enforcement Events; Waiver	13
	Section 2.7	Trust Enforcement Events; Notice	14
ARTICLE III ORGANIZATION			15
	Section 3.1	Name	15
	Section 3.2	Office	15
	Section 3.3	Purpose	15
	Section 3.4	Authority	15
	Section 3.5	Title to Property of the Trust	15
	Section 3.6	Prohibition of Actions by the Trust and the Trustees	15
	Section 3.7	Powers and Duties of the Administrative Trustees	17
	Section 3.8	Powers and Duties of the Property Trustee	18
	Section 3.9	Certain Duties and Responsibilities of the Property Trustee	20
	Section 3.10	Certain Rights of the Property Trustee	21
	Section 3.11	Powers and Duties of the Delaware Trustee	23
	Section 3.12	Not Responsible for Recitals or Issuance of Securities	23
	Section 3.13	Duration of the Trust	23
	Section 3.14	Mergers, Consolidations, Conversions, Amalgamations or Replacements of the Trust	23
	Section 3.15	Property Trustee May File Proofs of Claim	24
ARTICLE IV SPONSOR			25
	Section 4.1	Responsibilities of the Sponsor	25
	Section 4.2	Indemnification and Expenses of the Trustees	25
	Section 4.3	Right to Proceed	25
ARTICLE V TRUSTEES			26
	Section 5.1	Number of Trustees	26
	Section 5.2	Delaware Trustee; Eligibility	26

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	Section 5.3	Property Trustee; Eligibility	26
	Section 5.4	Qualifications of Administrative Trustees Generally	27
	Section 5.5	Initial Administrative Trustees	27
	Section 5.6	Appointment, Removal and Resignation of Trustees	27
	Section 5.7	Vacancies among Trustees	28
	Section 5.8	Effect of Vacancies	29
	Section 5.9	Meetings	29
	Section 5.10	Delegation of Power by the Administrative Trustees	29
	Section 5.11	Merger, Conversion, Consolidation or Succession to Business	29
ARTICLE VI THE SECURITIES			30
	Section 6.1	General Provisions Regarding the Securities	30
	Section 6.2	Execution and Authentication	31
	Section 6.3	Form and Dating	31
	Section 6.4	The Sponsor's Purchase of the Common Securities	32
	Section 6.5	Distributions	32
	Section 6.6	Remarketing	34
	Section 6.7	Limited Right to Require Exchange of Preferred Securities and Repurchase of Debentures	39
	Section 6.8	Change of Control Right to Require Exchange of Preferred Securities and Repurchase of Debentures	40
	Section 6.9	Redemption	41
	Section 6.10	Distribution of Debentures in Exchange for Securities Upon the Occurrence of a Special Event	42
	Section 6.11	Voting Rights of the Preferred Securities	44
	Section 6.12	Voting Rights of the Common Securities	46
	Section 6.13	Ranking	47
	Section 6.14	Registrar, Paying Agent and Transfer Agent	47
	Section 6.15	Paying Agent to Hold Money in Trust	47
	Section 6.16	Replacement Securities	48
	Section 6.17	Outstanding Preferred Securities	48
	Section 6.18	Preferred Securities in Treasury	48
	Section 6.19	Deemed Security Holders	48
	Section 6.20	Cancellation	48
	Section 6.21	CUSIP Numbers	49
	Section 6.22	Global Preferred Securities	49
ARTICLE VII TRANSFER OF SECURITIES			54
	Section 7.1	Transfer of Securities	54
	Section 7.2	Separation and Rejoining of Units	56

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	Section 7.3	Book-Entry Interests	57
	Section 7.4	Notices to Clearing Agency	58
	Section 7.5	Appointment of Successor Clearing Agency	58
ARTICLE VIII DISSOLUTION AND TERMINATION OF THE TRUST			58
	Section 8.1	Dissolution and Termination of the Trust	58
	Section 8.2	Liquidation Distribution Upon Dissolution or Termination of the Trust	58
ARTICLE IX LIMITATION OF LIABILITY OF THE HOLDERS, THE TRUSTEES OR OTHERS			59
	Section 9.1	Liability	59
	Section 9.2	Exculpation	60
	Section 9.3	Fiduciary Duty	60
	Section 9.4	Indemnification	61
	Section 9.5	Outside Businesses	63
ARTICLE X ACCOUNTING			64
	Section 10.1	Fiscal Year	64
	Section 10.2	Certain Accounting Matters	64
	Section 10.3	Banking	64
	Section 10.4	Withholding	64
ARTICLE XI AMENDMENTS AND MEETINGS			65
	Section 11.1	Amendments	65
	Section 11.2	Meetings of the Holders; Action by Written Consent	66
ARTICLE XII REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE			67
	Section 12.1	Representations and Warranties of the Property Trustee	67
	Section 12.2	Representations and Warranties of The Delaware Trustee	68
ARTICLE XIII MISCELLANEOUS			69
	Section 13.1	Notices	69
	Section 13.2	Governing Law	70
	Section 13.3	Intention of the Parties	70
	Section 13.4	Headings	70
	Section 13.5	Successors and Assigns	70
	Section 13.6	Partial Enforceability	70
	Section 13.7	Counterparts	70
	Section 13.8	The Exchange Agent	70

iii

EXHIBIT A	Form of Preferred Security Certificate	A-1
EXHIBIT B	Form of Common Security Certificate	B-1
EXHIBIT C	Form of Transfer Certificate (Rule 144A to Regulation S)	C-1
EXHIBIT D	Form of Transfer Certificate (Regulation S to Rule 144A)	D-1
EXHIBIT E	Form of Request for Removal of Securities Act Legend	E-1
EXHIBIT F	Form of Certificate for Exchange or Transfer from Restricted Regulation S Global Preferred Security to Permanent Regulation S Global Preferred Security	F-1

iv

    NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory business trust under the Business Trust Act and that this Declaration constitute the governing instrument of such business trust, the Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the Holders, from time to time, of the Securities (as defined herein) representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration.

ARTICLE I
INTERPRETATION AND DEFINITIONS

Section 1.1  Interpretation.

    Unless the context otherwise requires:

    (a) capitalized terms used in this Declaration but not defined in the preamble above have the respective meanings assigned to them in Section 1.2;

    (b) a term defined anywhere in this Declaration has the same meaning throughout;

    (c) all references to "this Declaration" are to this Declaration as modified, supplemented or amended from time to time;

    (d) all references in this Declaration to Articles, Sections and Exhibits are to Articles and Sections of and Exhibits to this Declaration unless otherwise specified;

    (e) a term defined in the Trust Indenture Act has the same meaning when used in this Declaration unless otherwise defined in this Declaration; and

    (f)  a reference to the singular includes the plural and vice versa, and a reference to any masculine form of a term includes the feminine form of such term, as applicable.

Section 1.2  Definitions.

    The following terms have the following meanings:

    "Accreted Value" means, on the date of determination:

    (1) with respect to any Security, the Accreted Value of a Debenture having an aggregate principal amount equal to the aggregate stated liquidation amount of such Security; and

    (2) with respect to any Debenture, the sum of:

     (i)   $32.33, which is (A) the purchase price paid by the Sponsor for each Common Security and (B) the portion of the initial purchase price of a Unit that is allocated to a Preferred Security (as provided under Section 3.1 of the Unit Agreement); plus

    (ii)   accrual of the Discount, calculated from April 30, 2001 to the date of determination at an all-in-yield of 8.48% per annum on a quarterly bond equivalent yield basis using a 360-day year of twelve 30-days months until such sum equals $50 on May 1, 2041; less $0.6719 per quarter.

The "Discount" equals the difference between the principal amount of $50 payable in respect of such Debenture on July 1, 2041 and the initial purchase price of $32.33.

    "Administrative Trustee" has the meaning set forth in Section 5.4.

    "Affiliate" has the same meaning as given to that term in Rule 405 under the Securities Act or any successor rule thereunder.

    "Agent" means any Paying Agent, Registrar or Transfer Agent.

    "Applicable Procedures" means, with respect to any transfer or exchange of or for the beneficial interests in the Global Preferred Securities, the rules and procedures of the Depositary that apply to such transfer or exchange.

    "Authorized Officer" of a Person means any other Person that is authorized to legally bind such former Person.

    "Book-Entry Interest" means a beneficial interest in the Global Preferred Securities registered in the name of a Clearing Agency or its nominee, ownership and transfers of which shall be maintained and made through book-entries by a Clearing Agency.

    "Business Day" means any day other than a Saturday or a Sunday or a day on which banking institutions in (i) the Borough of Manhattan in The City of New York, (ii) Seattle, Washington or (iii) Wilmington, Delaware are authorized or required by law, regulation or executive order to close.

    "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time, or any successor legislation.

    "Calculation Agency Agreement" means the Calculation Agency Agreement, dated as of April 30, 2001, between the Sponsor and the Calculation Agent, as amended, supplemented or replaced from time to time.

    "Calculation Agent" means Reinsel & Company LLP, as initial Calculation Agent under the Calculation Agreement, and any successor thereto.

    "Certificate" means a Common Securities Certificate or a Preferred Securities Certificate.

    "Change of Control" shall be deemed to have occurred if:

    (1) the acquisition (other than open market purchases on any national securities exchange on which the Sponsor's capital stock is traded) by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions of shares of the Sponsor's capital stock entitling that person to exercise 50% or more of the total voting power of all shares of the Sponsor's capital stock entitled to vote generally in elections of directors, other than any acquisition by the Sponsor, any of the Sponsor's subsidiaries or any of the Sponsor's employee benefit plans; or

    (2) the consolidation or merger of the Sponsor with or into any other person, any merger of another person into the Sponsor, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Sponsor's properties and assets to another person, other than:

    (a) any transaction (A) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Sponsor's capital stock and (B) notwithstanding such transaction, during any period of two consecutive years after such transaction individuals who at the beginning of such period constituted the Board of Directors of the Sponsor (together with any new directors whose election or appointment by such Board or whose nomination for election by the shareholders of the Sponsor was approved by a vote of not less than two-thirds of the Directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) continue to constitute a majority of the Board of Directors of the Sponsor then in office; or

    (b) any merger solely for the purpose of changing the Sponsor's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of common stock solely into shares of common stock of the surviving entity;

provided, that, a Change of Control shall not be deemed to have occurred if:

    (1) the closing sale price per share of the Sponsor's common stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately after the later of the Change of Control or the public announcement of the Change of Control, in the case of a Change of

2

Control under the first clause above, or the period of 10 consecutive Trading Days ending immediately before the Change of Control, in the case of a Change of Control under the second clause above, equals or exceeds 110% of the Exercise Price of the Warrants (as adjusted at maturity; or

    (2) at least 90% of the consideration in the transaction or transactions constituting a Change of Control consists of shares of common stock traded or to be traded immediately following such Change of Control on a national securities exchange or the Nasdaq National Market and, as a result of such transaction or transactions, the warrants become exercisable solely into such common stock (and any rights attached thereto).

A beneficial owner shall be determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act. The term "person" includes any syndicate or group which would be deemed to be a "person" under Section 13(d)(3) of the Exchange Act.

    "Change of Control Notice Date" has the meaning set forth in Section 6.8.

    "Change of Control Repurchase Date" means the date which is 105 days following the Change of Control Notice Date.

    "Change of Control Repurchase Price" means the Accreted Value of the Debentures that are exchanged for Preferred Securities upon the exercise of the Change of Control Repurchase Right plus accrued and unpaid interest (including deferred interest) on such Debentures to, but excluding, the Change of Control Repurchase Date.

    "Change of Control Repurchase Right" has the meaning set forth in 6.8.

    "Clearing Agency" means an organization registered as a "Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary for the Preferred Securities and in whose name or in the name of a nominee of that organization shall be registered the Global Preferred Securities and which shall undertake to effect book-entry transfers and pledges of the Preferred Securities.

    "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency,

    "Closing Date" means the "Closing Date" under the Purchase Agreement.

    "Closing Price" of any security on any date of determination means:

    (1) the closing sale price (or, if no closing sale price is reported, the last reported sale price) of such security on the New York Stock Exchange on such date;

    (2) if such security is not listed for trading on the New York Stock Exchange on any such date, the closing sale price as reported in the composite transactions for the principal U.S. securities exchange on which such security is so listed;

    (3) if such security is not so listed on a U.S. national or regional securities exchange, the closing sale price as reported by the Nasdaq National Market;

    (4) if such security is not so reported, the last quoted bid price for such security in the over-the-counter market as reported by the National Quotation Bureau or similar organization; or

    (5) if such bid price is not available, the average of the mid-point of the last bid and ask prices of such security on such date from at least three nationally recognized independent investment banking firms retained for this purpose by the Company.

3

    "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation. A reference to a specific section of the Code refers not only to such specific section but also to any corresponding provision of any federal tax statute enacted after the date of this Declaration, as such specific section or corresponding provision is in effect on the date of application of the provisions of this Declaration containing such reference.

    "Commission" means the United States Securities and Exchange Commission as from time to time constituted, or if at any time after the execution of this Declaration such Commission is not existing and performing the duties now assigned to it under applicable federal securities laws, then the body performing such duties at such time.

    "Common Securities" has the meaning set forth in Section 6.1(a).

    "Common Securities Certificate" means a certificate in fully registered form representing Common Securities, substantially in the form of Exhibit B.

    "Common Stock" means the common stock of the Sponsor.

    "Compounded Distributions" has the meaning set forth in Section 6.5(b).

    "Corporate Trust Office" means the office of the Property Trustee at which the corporate trust business of the Property Trustee shall, at any particular time, be principally administered, which office at the date of execution of this Declaration is located at 101 Barclay Street, 21 West, New York, New York 10286.

    "Coupon Rate" has the meaning set forth in Section 6.5(a).

    "Covered Person" means:

    (1) any officer, director, shareholder, partner, member, representative, employee or agent of (a) the Trust or (b) the Trust's Affiliates; and

    (2) any Holder.

    "Debenture Distribution Notice" has the meaning set forth in Section 6.10(b).

    "Debenture Issuer" means Washington Mutual, Inc., a Washington corporation, or any successor entity resulting from any consolidation, amalgamation, merger or other business combination, in its capacity as issuer of the Debentures under the Indenture.

    "Debenture Issuer Indemnified Person" means:

    (1) any Administrative Trustee;

    (2) any Affiliate of any Administrative Trustee;

    (3) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrative Trustee; or

    (4) any officer, employee or agent of the Trust or its Affiliates.

    "Debenture Trustee" means The Bank of New York, a New York banking corporation, as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such successor trustee.

    "Debentures" means the 5.375% Junior Subordinated Deferrable Interest Debentures due July 1, 2041 to be issued by the Debenture Issuer pursuant to the Indenture and to be purchased by the Trust and held by the Property Trustee.

    "Definitive Preferred Securities" has the meaning set forth in Section 6.3.

4

    "Delaware Trustee" has the meaning set forth in Section 5.2.

    "Depositary" means DTC until another Clearing Agency becomes its successor.

    "Direct Action" has the meaning set forth in Section 3.8(e).

    "Distribution" means a distribution payable to Holders in accordance with Section 6.5.

    "Distribution Date" has the meaning set forth in Section 6.5(b).

    "DTC" means The Depository Trust Company, the initial Clearing Agency.

    "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation, and the rules and regulations promulgated thereunder.

    "Exchange Agent" means, initially, The Bank of New York in its separate capacity as Exchange Agent, and any successor thereto.

    "Exchange Notice" has the meaning set forth in Section 8.2(c).

    "Exercise Price" has the meaning set forth in the Warrant Agreement.

    "Extension Period" has the meaning set forth in Section 6.5(c).

    "Failed Remarketing" has the meaning set forth in Section 6.6(m).

    "Failed Remarketing Date" means a Remarketing Date on which a Failed Remarketing occurs.

    "Federal Reserve Board" means the Board of Governors of the Federal Reserve System.

    "Fiduciary Indemnified Person" has the meaning set forth in Section 9.4(b).

    "First Supplemental Indenture" means the First Supplemental Indenture, dated as of April 30, 2001, between the Debenture Issuer and the Debenture Trustee.

    "Fiscal Year" has the meaning set forth in Section 10.1.

    "Global Preferred Security" has the meaning set forth in Section 6.3.

    "Global Unit Certificate" has the meaning set forth in Section 6.3.

    "Guarantee" means the Guarantee Agreement, dated as of April 30, 2001, between the Sponsor, as Guarantor in respect of the Securities, and The Bank of New York, as Guarantee Trustee, as amended or supplemented from time to time.

    "Holder" means a Person in whose name a Security is registered, such Person being a beneficial owner within the meaning of the Business Trust Act.

    "Indemnified Person" means a Debenture Issuer Indemnified Person or a Fiduciary Indemnified Person.

    "Indenture" means the Indenture, dated as of April 30, 2001, between the Debenture Issuer and the Debenture Trustee, as amended or supplemented from time to time, including the First Supplemental Indenture, dated as of April 30, 2001, between the Debenture Issuer and the Debenture Trustee, pursuant to which the Debentures are to be issued.

    "Indenture Event of Default" means an Event of Default (as such term is defined in the Indenture) under the Indenture.

    "Initial Purchaser" means Lehman Brothers Inc.

    "Interest Payment Date" has the meaning set forth in the First Supplemental Indenture.

5

    "Investment Company" means an investment company as defined in the Investment Company Act and the rules and regulations promulgated thereunder.

    "Investment Company Act" means the Investment Company Act of 1940, as amended from time to time, or any successor legislation, and the rules and regulations promulgated thereunder.

    "Investment Company Event" means the receipt by the Trust of an Opinion of Counsel, rendered by an independent law firm having a recognized national securities practice, to the effect that, as a result of the occurrence of a change in law or regulation or a change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority (a "Change in Investment Company Act Law"), there is more than an insubstantial risk that the Trust is or will be considered an Investment Company that is required to be registered under the Investment Company Act, which Change in Investment Company Act Law becomes effective on or after the date on which the Preferred Securities were initially issued and sold.

    "Issuers" is a collective reference to the Sponsor and the Trust.

    "Legal Action" has the meaning set forth in Section 3.7(f).

    "Legal Cause Remarketing Event" means a Remarketing Event that occurs upon the occurrence of:

    (1) (a) a Tax Event or an Investment Company Event, provided that the Administrative Trustees have been informed by an independent law firm that such firm, for substantive reasons, cannot deliver a No Recognition Opinion; or

    (b) a Regulatory Capital Event; and

    (2) the Sponsor elects to cause a Remarketing of the Preferred Securities to occur and causes written notice of its election to be given to the Holders of the Preferred Securities, the holders of the Units and the holders of the Warrants.

    "Legal Requirements" mean compliance with all applicable laws and regulations, if any, including, without limitation, the Securities Act, necessary to permit the Remarketing of the Preferred Securities (and the subsequent exchange of Preferred Securities for Debentures if a purchaser in the Remarketing so elects to exchange its purchased Preferred Securities for Debentures pursuant to Section 6.6(c)), the contemporaneous modifications to the terms of the Debentures pursuant to the Indenture and the contemporaneous redemption of the Warrants.

    "Like Amount" means, with respect to a redemption of the Securities, Securities having an Accreted Value equal to the Accreted Value of Debentures to be repaid in accordance with their terms.

    "Liquidation" has the meaning set forth in Section 8.2(a).

    "Liquidation Distribution" has the meaning set forth in Section 8.2(b).

    "List of Holders" has the meaning set forth in Section 2.2(a).

    "Majority in Liquidation Amount" means, except as provided in the terms of the Preferred Securities or by the Trust Indenture Act, Holders of outstanding Securities voting together as a single class, or, as the context may require, Holders of outstanding Preferred Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities or all outstanding Securities of the relevant class, as the case may be.

    "Maturity Remarketing Date" means May 1, 2041.

6

    "90 Day Period" has the meaning set forth in Section 6.10(a).

    "No Recognition Opinion" has the meaning set forth in Section 6.10(b)(i).

    "Officers' Certificate" means, when delivered by the Trust, a certificate signed by a majority of the Administrative Trustees and, when delivered by the Sponsor, a certificate signed by any two of the Chairman, a Vice Chairman, the Chief Executive Officer, the President, a Vice President, the Chief Financial Officer, the Treasurer, the Chief Accounting Officer, the Secretary or an Assistant Secretary of the Sponsor. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include, where applicable:

    (a) a statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating thereto;

    (b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate;

    (c) a statement that each such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

    (d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

    "Opinion of Counsel" means a written opinion of counsel, rendered by an independent law firm which shall be acceptable to the Property Trustee.

    "Original Declaration" has the meaning set forth in the Recitals hereto.

    "Paying Agent" has the meaning set forth in Section 6.14.

    "Payment Amount" has the meaning set forth in Section 6.5(f).

    "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

    "Preferred Securities" has the meaning set forth in Section 6.1(a).

    "Preferred Securities Certificate" means a certificate in fully registered form representing Preferred Securities, substantially in the form of Exhibit A.

    "Preferred Security Beneficial Owner" means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

    "Property Account" means a segregated non-interest bearing trust account maintained with a banking institution, the rating on whose long-term unsecured indebtedness is at least equal to the rating assigned to the Preferred Securities by a "nationally recognized statistical rating organization" within the meaning of Rule 436(g)(2) under the Securities Act.

    "Property Trustee" has the meaning set forth in Section 5.3(a).

    "Pro Rata" means pro rata to each Holder according to the aggregate stated liquidation amount of the Securities held by such Holder in relation to the aggregate stated liquidation amount of all Securities outstanding unless, in relation to a payment, a Trust Enforcement Event has occurred and is continuing, in which case any funds available to make such payment shall be paid first to each Holder

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of the Preferred Securities pro rata according to the aggregate stated liquidation amount of Preferred Securities held by the relevant Holder relative to the aggregate stated liquidation amount of all Preferred Securities outstanding, and only after satisfaction of all amounts owed to the Holders of the Preferred Securities, to each Holder of Common Securities pro rata according to the aggregate stated liquidation amount of Common Securities held by the relevant Holder relative to the aggregate stated liquidation amount of all Common Securities outstanding.

    "Purchase Agreement" means the purchase agreement, dated April 24, 2001, between the Sponsor, an Administrative Trustee and the Initial Purchaser with respect to the initial offering and sale of the Units, Preferred Securities and Warrants.

    "Quorum" means a majority of the Administrative Trustees or, if there are only two Administrative Trustees, both of them.

    "Redemption Date" has the meaning set forth in Section 6.9(a).

    "Redemption Notice" has the meaning set forth in Section 6.9(c).

    "Redemption Price" has the meaning set forth in Section 6.9(a).

    "Registrar" has the meaning set forth in Section 6.14.

    "Regular Record Date" means the date on which determination is made as to which Holders Distributions are payable.

    "Regulation S" has the meaning given to it in Section 6.22(a).

    "Regulation S Global Unit" has the meaning given to it in Section 6.22(a).

    "Regulation S Permanent Global Unit" has the meaning given to it in Section 6.22(a).

    "Regulatory Capital Event" means that the Sponsor shall have become, or pursuant to law or regulation will become within 180 days, subject to capital requirements under which, in the Opinion of Counsel, rendered by an independent bank regulatory law firm experienced in such matters, the Preferred Securities would not constitute Tier 1 Capital applied as if the Sponsor (or its successor) were a bank holding company (as that concept is used in the guidelines or regulations issued by the Federal Reserve Board (or its then equivalent)).

    "Remarketing" means the operation of the procedures for remarketing set forth in Section 6.6.

    "Remarketing Agent" means the remarketing agent (or any successor remarketing agent) selected by the Sponsor.

    "Remarketing Agreement" means the Remarketing Agreement to be entered into among the Sponsor, the Trust and the Remarketing Agent, as amended or supplemented from time to time.

    "Remarketing Date" means:

    (1) with respect to a Trading Remarketing Event, a date selected by the Sponsor not less than two nor more than 18 Business Days after the notice is given to the holders of the Units and the Holders of the Preferred Securities;

    (2) with respect to a Legal Cause Remarketing Event, a date selected by the Sponsor not less than two nor more than 18 Business Days after the notice is given to the holders of the Units and the Holders of the Preferred Securities and no more than 90 days following the occurrence of the Legal Cause Remarketing Event; and

    (3) the Maturity Remarketing Date.

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    "Remarketing Event" means the occurrence of a Trading Remarketing Event or a Legal Cause Remarketing Event or the Maturity Remarketing Date.

    "Remarketing Settlement Date" means, with respect to any Remarketing Date, two Business Days following such Remarketing Date.

    "Repurchase Price" means the Accreted Value of the Debentures that are received in exchange for Preferred Securities upon the exercise of the Repurchase Right plus accrued and unpaid interest (including deferred interest) on such Debentures to, but excluding, the applicable Required Repurchase Date.

    "Repurchase Right" has the meaning set forth in Section 6.7(a).

    "Required Repurchase Date" shall be the applicable January 1, February 1, March 1, April 1, May 1, June 1, July 1, August 1, September 1, October 1, November 1 and December 1 of each year on which the Repurchase Price shall be payable if a Holder of a Preferred Security elects to exercise its Repurchase Right.

    "Resale Registration Rights Agreement" means the Resale Registration Rights Agreement dated April 30, 2001 among the Sponsor, the Trust and the Initial Purchaser.

    "Reset Rate" means the interest rate per annum on the Debentures (and, as a result, the Distribution rate per annum on the Securities), that is determined pursuant to the Remarketing of the Preferred Securities; provided that if a Failed Remarketing occurs, the Reset Rate shall equal 10.48% per annum.

    "Responsible Officer" means, with respect to the Property Trustee, any officer within the corporate trust department of the Property Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Property Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Declaration.

    "Restricted Period" has the meaning given to it in Section 6.22(a).

    "Restricted Regulation S Global Preferred Security" has the meaning given to it in Section 6.22(a).

    "Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or any successor rule or regulation thereunder, and the rules and regulations promulgated thereunder.

    "Rule 144A" has the meaning given to it in Section 6.22(a).

    "Rule 144 Global Preferred Security" has the meaning given to it in Section 6.22(a).

    "Securities" mean the Common Securities and the Preferred Securities.

    "Securities Act" means the Securities Act of 1933, as amended from time to time, or any successor legislation, and the rules and regulations promulgated thereunder.

    "Securities Act Legend" means, with respect to a Security prior to the registration thereof under the Securities Act, the applicable legend(s) appearing in Section 6.22(a).

    "66²/3% in Liquidation Amount" shall mean Holders of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Preferred Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of 66²/3% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities or all outstanding Securities of the relevant class, as the case may be.

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    "Special Event" has the meaning set forth in Section 6.10(a).

    "Special Record Date" means the Remarketing Date.

    "Sponsor" means Washington Mutual, Inc., a Washington corporation, or any success entity resulting from any merger, consolidation, amalgamation or replacement by or conveyance, transfer or lease of its properties as an entirety or substantially as an entirety, in its capacity as sponsor of the Trust.

    "Successor Delaware Trustee" has the meaning set forth in Section 5.6(b)(ii).

    "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

    "Successor Property Trustee" has the meaning set forth in Section 5.6(b)(i).

    "Successor Securities" has the meaning set forth in Section 3.15(b)(i)(B).

    "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

    "Tax Event" means the receipt by the Trust of an Opinion of Counsel, rendered by an independent law firm having a recognized national tax practice, to the effect that, as a result of:

    (1) any amendment to, or change in or announced proposed change in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein; or

    (2) any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations,

which amendment or change is effective or proposed change, administrative pronouncement or judicial decision is announced on or after the Closing Date, there is more than an insubstantial risk that:

    (a) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to interest received or accrued on the Debentures; or

    (b) the Trust is, or will be within 90 days of the date of such opinion, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

    "10% in Liquidation Amount" means, except as provided in the terms of the Preferred Securities or by the Trust Indenture Act, Holders of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Preferred Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of 10% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities or all outstanding Securities of the relevant class, as the case may be.

    "Trading Day" means:

    (1) if the Common Stock or other capital stock then issuable upon exercise of the Warrants is listed or admitted for trading on the New York Stock Exchange, a day on which the New York Stock Exchange is open for business;

    (2) if the Common Stock or other capital stock then issuable upon exercise of the Warrants is not listed or admitted for trading on the New York Stock Exchange but is listed or admitted for trading on a national securities exchange, a day on which such national securities exchange is open for business;

    (3) if the Common Stock or other capital stock then issuable upon exercise of the Warrants is not listed or admitted for trading on the New York Stock Exchange or other national securities

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exchange but is quoted on the Nasdaq National Market, a day on which trades may be made thereon; or

    (4) if the Common Stock or other capital stock then issuable upon exercise of the Warrants is not so listed or admitted for trading on the New York Stock Exchange or other national securities exchange or quoted on the Nasdaq National Market, a day on which the applicable securities market in which such security is traded is open for business.

    "Trading Remarketing Event" means a Remarketing Event that occurs because:

    (1) on any date after May 3, 2006 but prior to May 3, 2041, the Closing Price of a share of the Common Stock exceeds and has exceeded for at least 20 Trading Days within the immediately preceding 30 consecutive Trading Days, $74.49 per share.

    (2) within ten Business Days of such date, the Sponsor elects to cause a Remarketing of the Preferred Securities to occur and causes written notice of its election to be given to the Holders of the Preferred Securities, the holders of the Units and the holders of the Warrants.

    "Transfer Agent" has the meaning set forth in Section 6.14.

    "Treasury Regulations" means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

    "Trust" has the meaning set forth in the Recitals hereto.

    "Trustee" or "Trustees" means each Person who has signed this Declaration as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder.

    "Trust Enforcement Event" means, with respect to the Securities, an event of default under this Declaration, which occurs upon the happening of an Indenture Event of Default.

    "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

    "Unit" means the collective rights and obligations of a holder of a unit certificate issued under the Unit Agreement in respect of a Preferred Security, a Debenture and a Warrant.

    "Unit Agent" means The Bank of New York as initial Unit Agent under the Unit Agreement, and any successor thereto.

    "Unit Agreement" means the Unit Agreement, dated April 30, 2001, among the Sponsor, the Trust, The Bank of New York, as Unit Agent, the Property Trustee and the Warrant Agent, as amended or supplemented from time to time.

    "Warrant" has the meaning set forth in the Warrant Agreement.

    "Warrant Agent" means The Bank of New York as initial Warrant Agent under the Warrant Agreement, and any successor thereto.

    "Warrant Agreement" means the Warrant Agreement, dated April 30, 2001, between the Sponsor, and The Bank of New York, as Warrant Agent, as amended or supplemented from time to time.

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    "Warrant Requirements" mean:

    (1) a registration statement covering the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be effective under the Securities Act, or such issuance and sale shall be exempt from the registration requirements of the Securities Act;

    (2) the shares of Common Stock shall be registered, qualified or deemed to be exempt under the securities laws of the state of residence of such holder of Warrants; and

    (3) a then current prospectus shall be available for delivery to exercising holders of the Warrants.

    "Warrant Value" has the meaning set forth in the Warrant Agreement.

ARTICLE II
TRUST INDENTURE ACT

Section 2.1  Trust Indenture Act; Application.

    (a) This Declaration is subject to the provisions of the Trust Indenture Act that are required to be part of this Declaration in order for this Declaration to be qualified under the Trust Indenture Act and shall be governed, to the extent applicable, by such provisions.

    (b) The Property Trustee shall be the only Trustee which is a Trustee for the purposes of the Trust Indenture Act.

    (c) If and to the extent that any provision of this Declaration limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

    (d) The application of the Trust Indenture Act to this Declaration shall not affect the Trust's classification as a grantor trust for United States federal income tax purposes and shall not affect the nature of the Securities as equity securities representing undivided beneficial interests in the assets of the Trust.

Section 2.2  Lists of Holders.

    (a) Except when the Property Trustee is the Registrar, each of the Sponsor and the Administrative Trustees on behalf of the Trust shall provide the Property Trustee a list, in such form as the Property Trustee may reasonably require, of the names and addresses of the Holders ("List of Holders"):

     (i) as of the record date relating to the payment of any Distribution, at least one Business Day prior to the date for payment of such Distribution, except while the Preferred Securities are represented by one or more Global Preferred Securities, and

    (ii) at any other time, within 30 days of receipt by the Trust of a written request from the Property Trustee for a List of Holders as of a date no more than fifteen days before such List of Holders is given to the Property Trustee.

If at any time the List of Holders does not differ from the most recent List of Holders provided to the Property Trustee by the Sponsor and the Administrative Trustees on behalf of the Trust, then neither the Sponsor nor the Administrative Trustees shall be obligated to deliver such List of Holders. The Property Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in Lists of Holders given to it or which it receives in the capacity as Paying Agent (if acting in such capacity), provided that the Property Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

    (b) The Property Trustee shall comply with its obligations under, and shall be entitled to the benefits of, Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

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Section 2.3  Reports by the Property Trustee.

    Within 60 days after May 15 of each year (commencing with the year of the first anniversary of the issuance of the Preferred Securities), the Property Trustee shall provide to the Holders of the Preferred Securities such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Property Trustee also shall comply with the requirements of Section 313(d) of the Trust Indenture Act.

Section 2.4  Periodic Reports to the Property Trustee.

    Each of the Sponsor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such documents, reports and information as are required by Section 314 of the Trust Indenture Act, if any, and the compliance certificate required by Section 314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

Section 2.5  Evidence of Compliance with Conditions Precedent.

    Each of the Sponsor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee annually such evidence of compliance with any conditions precedent provided for in this Declaration that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act may be given in the form of an Officers' Certificate.

Section 2.6  Trust Enforcement Events; Waiver.

    (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities may waive, by vote or written consent, on behalf of the Holders of all of the Preferred Securities, any past Trust Enforcement Events in respect of the Preferred Securities and its consequences, provided that, if the underlying Indenture Event of Default:

     (i) is not waivable under the Indenture, the related Trust Enforcement Event under this Declaration also shall not be waivable; or

    (ii) requires the vote or consent of the holders of greater than a majority in aggregate principal amount of the Debentures (a "Super Majority") to be waived under the Indenture, the related Trust Enforcement Event under this Declaration only may be waived by the vote or written consent of the Holders of at least the proportion in aggregate liquidation amount of the Preferred Securities that the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding.

    The foregoing provisions of this Section 2.6(a) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such Trust Enforcement Event in respect of the Preferred Securities arising therefrom shall be deemed to have been cured for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other Trust Enforcement Event with respect to the Preferred Securities or impair any right consequent thereon. Any waiver by the Holders of the Preferred Securities of a Trust Enforcement Event with respect to the Preferred Securities also shall be deemed to constitute a waiver by the Holders of the Common Securities of any such Trust Enforcement Event with respect to the Common Securities for all purposes of this Declaration without any further act, vote or consent of the Holders of the Common Securities.

    (b) The Holders of a Majority in Liquidation Amount of the Common Securities may waive, by vote or written consent, on behalf of the Holders of all of the Common Securities, any past Trust Enforcement Event in respect of the Common Securities and its consequences, provided that, if the underlying Indenture Event of Default is not waivable under the Indenture, except where the Holders

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of the Common Securities are deemed to have waived such Trust Enforcement Event as provided below in this Section 2.6(b), the related Trust Enforcement Event under this Declaration also shall not be waivable. The Holders of Common Securities shall be deemed to have waived any and all Trust Enforcement Events with respect to the Common Securities and the consequences thereof until all Trust Enforcement Events with respect to the Preferred Securities have been cured, waived or otherwise eliminated. Until all Trust Enforcement Events in respect of the Preferred Securities shall have been so cured, waived or otherwise eliminated, the Property Trustee shall be deemed to be acting solely on behalf of the Holders of the Preferred Securities and only the Holders of the Preferred Securities shall have the right to direct the Property Trustee in accordance with the terms of the Securities.

    The foregoing provisions of this Section 2.6(b) shall be in lieu of Section 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act, and Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b), upon such cure, waiver or other elimination, any such default shall cease to exist and any Trust Enforcement Event with respect to the Common Securities arising therefrom shall be deemed to have been cured for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or Trust Enforcement Event with respect to the Common Securities or impair any right consequent thereon.

    (c) A waiver of an Indenture Event of Default by the Property Trustee at the direction of the Holders of the Preferred Securities constitutes a waiver of the related Trust Enforcement Event under this Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act, and Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act.

Section 2.7  Trust Enforcement Events; Notice.

    (a) The Property Trustee shall, within 90 days after the occurrence of a Trust Enforcement Event actually known to a Responsible Officer, transmit by mail, first class postage prepaid, to the Holders, notice of such Trust Enforcement Event unless such Trust Enforcement Event has been cured before the giving of such notice; provided that, except for a default in the payment of principal of (or premium, if any) or interest on any of the Debentures, the Property Trustee shall be protected in withholding such notice if and so long as a Responsible Officer in good faith determines that the withholding of such notice is in the interests of the Holders.

    (b) The Property Trustee shall not be deemed to have knowledge of any Trust Enforcement Event except for:

     (i) a default under Sections 2.10(a) and 2.10(b) of the First Supplemental Indenture; or

    (ii) any default as to which the Property Trustee shall have received written notice or of which a Responsible Officer charged with the administration of this Declaration shall have actual knowledge.

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ARTICLE III
ORGANIZATION

Section 3.1  Name.

    The Trust is named "Washington Mutual Capital Trust II", as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders. The Trust's activities may be conducted under the name of the Trust.

Section 3.2  Office.

    The address of the principal office of the Trust is c/o Washington Mutual, Inc., 1201 Third Avenue—WMT 1706, Seattle, Washington 98101. On ten Business Days' written notice to the Holders, the Administrative Trustees may designate another principal office.

Section 3.3  Purpose.

    The exclusive purposes and functions of the Trust are:

    (a) to issue and sell the Securities;

    (b) to use the proceeds from the sale of the Securities to acquire the Debentures; and

    (c) except as otherwise limited herein, to engage in only those other activities necessary, advisable or incidental thereto and to the issuance of the Units.

    By acceptance of this Trust, none of the Trustees, the Sponsor, the Holders or the Preferred Security Beneficial Owners will take any position that is contrary to the classification of the Trust as a grantor trust for United States federal income tax purposes.

Section 3.4  Authority.

    (a) Subject to the limitations provided in this Declaration and to the specific duties of the Property Trustee, the Administrative Trustees shall have exclusive authority to carry out the purposes of the Trust. Any action taken by the Administrative Trustees in accordance with their powers shall constitute the act of and shall serve to bind the Trust, and any action taken by the Property Trustee on behalf of the Trust in accordance with its powers shall constitute the act of and shall serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust, no Person shall be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Declaration.

    (b) Except as expressly set forth in this Declaration and except if a meeting of the Administrative Trustees is called with respect to any matter over which the Administrative Trustees have power to act, any power of the Administrative Trustees may be exercised by, or with the consent of, any one such Administrative Trustee.

    (c) Unless otherwise determined by the Administrative Trustees and except as otherwise required by the Business Trust Act or applicable law, any Administrative Trustee is authorized to execute on behalf of the Trust any documents which the Administrative Trustees have the power and authority to cause the Trust to execute pursuant to Section 3.7.

Section 3.5  Title to Property of the Trust.

    Except as provided in Section 3.8 with respect to the Debentures and the Property Account or as otherwise provided in this Declaration, legal title to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust.

Section 3.6  Prohibition of Actions by the Trust and the Trustees.

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    The Trust shall not, and the Trustees (including the Property Trustee and the Delaware Trustee) shall cause the Trust not to, engage in any activity other than as required or authorized by this Declaration. In particular, the Trust shall not, and the Trustees (including the Property Trustee and the Delaware Trustee) shall cause the Trust not to:

     (i) invest any proceeds received by the Trust in connection with its ownership of Debentures, but shall distribute all such proceeds to Holders pursuant to the terms of this Declaration and of the Securities;

    (ii) acquire any assets other than as expressly provided herein;

    (iii) possess any power or otherwise act in such a way as to vary the Trust assets;

    (iv) possess property for any purpose other than a Trust purpose;

    (v) make any loans or incur any indebtedness other than loans represented by the Debentures;

    (vi) mortgage or pledge any of its assets;

   (vii) possess any power or otherwise act in such a way as to vary the terms of the Securities in any way whatsoever (except to the extent expressly authorized in this Declaration or by the terms of the Securities);

   (viii) issue any securities or other evidences of ownership of, or beneficial interest in, the Trust other than the Securities;

    (ix) other than as provided in this Declaration or by the terms of the Securities:

    (A) direct the time, method and place of conducting any proceeding with respect to any remedy available to the Debenture Trustee, or exercising any trust or power conferred upon the Debenture Trustee with respect to the Debentures;

    (B) waive any past Indenture Event of Default that is waivable under the Indenture;

    (C) exercise any right to rescind or annul any declaration that the principal of all the Debentures shall be due and payable; or

    (D) consent to any amendment, modification or termination of the Indenture or the Debentures where such consent shall be required, unless the Trust shall have received an opinion of a nationally recognized independent tax counsel experienced in such matters to the effect that such amendment, modification or termination will not cause more than an insubstantial risk that the Trust will not be classified as a grantor trust for United States federal income tax purposes;

    (x) take any action inconsistent with the status of the Trust as a grantor trust for United States federal income tax purposes; or

    (xi) revoke any action previously authorized or approved by vote of the Holders of the Preferred Securities.

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Section 3.7  Powers and Duties of the Administrative Trustees.

    The Administrative Trustees shall have the exclusive power, duty and authority to cause the Trust to engage in the following activities to:

    (a) establish the terms and forms of the Securities in the manner specified in Section 6.1 and to issue and sell the Securities in accordance with this Declaration; provided, however, that:

     (i) the Trust may issue no more than one series of Preferred Securities and no more than one series of Common Securities;

    (ii) there shall be no interests in the Trust other than the Securities, and

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    (iii) the issuance of Securities shall be limited to a simultaneous issuance of both Preferred Securities and Common Securities on the Closing Date;

    (b) acquire the Debentures with the proceeds of the sale of the Securities; provided, however, that the Administrative Trustees shall cause legal title to the Debentures to be held of record in the name of the Property Trustee for the benefit of the Holders;

    (c) give the Sponsor and the Property Trustee prompt written notice of the occurrence of a Special Event;

    (d) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including and with respect to, for the purposes of Section 316(c) of the Trust Indenture Act, Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders as to such actions and applicable record dates;

    (e) take all actions and perform such duties as may be required of the Administrative Trustees or the Trust pursuant to the terms of this Declaration, the Unit Agreement, the Purchase Agreement, the Remarketing Agreement, the Resale Registration Rights Agreement and the Securities;

    (f)  bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Trust ("Legal Action"), unless pursuant to Section 3.8(e) the Property Trustee has the exclusive power to bring such Legal Action;

    (g) employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors and consultants to conduct only those services that the Administrative Trustees have authority to conduct directly, and to pay reasonable compensation for such services;

    (h) cause the Trust to comply with the Trust's obligations under the Trust Indenture Act;

    (i)  give to the Property Trustee the certificate required by Section 314(a)(4) of the Trust Indenture Act, which certificate may be executed by any Administrative Trustee;

    (j)  incur expenses that are necessary or incidental to carry out any of the purposes of the Trust;

    (k) act as, or appoint another Person to act as, Registrar and Transfer Agent for the Securities or to appoint a Paying Agent for the Securities as provided in Section 6.14;

    (l)  give prompt written notice to the Property Trustee and to Holders of any notice received from the Debenture Issuer of its election to defer payments of interest on the Debentures by extending the interest payment period under the Indenture;

    (m) take all action that may be necessary or appropriate for the preservation and the continuation of the Trust's valid existence, rights, franchises and privileges as a statutory business trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders or to enable the Trust to effect the purposes for which the Trust was created;

    (n) take any action not inconsistent with this Declaration or with applicable law that the Administrative Trustees determine in their discretion to be necessary or desirable in carrying out the purposes and functions of the Trust as set forth in Section 3.3 or the activities of the Trust as set out in this Section 3.7, as long as such action does not materially adversely affect the interests of the Holders, including, but not limited to:

     (i) causing the Trust not to be deemed to be an Investment Company required to be registered under the Investment Company Act;

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    (ii) causing the Trust to be classified as a grantor trust for United States federal income tax purposes; and

    (iii) cooperating with the Debenture Issuer to ensure that the Debentures will be treated as indebtedness of the Debenture Issuer for United States federal income tax purposes;

    (o) take all action necessary to cause all applicable tax returns and tax information reports that are required to be filed with respect to the Trust to be duly prepared and filed by the Administrative Trustees on behalf of the Trust; and

    (p) execute all documents or instruments, including the Purchase Agreement, the Remarketing Agreement, the Unit Agreement and the Resale Registration Rights Agreement, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing.

    The Administrative Trustees shall exercise the powers set forth in this Section 3.7 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Administrative Trustees shall have no power to, and shall not, take any action that is inconsistent with the purposes and functions of the Trust set forth in Section 3.3.

    Subject to this Section 3.7, the Administrative Trustees shall have none of the powers or the authority of the Property Trustee set forth in Section 3.8.

    Any expenses incurred by the Administrative Trustees pursuant to this Section 3.7 shall be reimbursed by the Debenture Issuer.

Section 3.8  Powers and Duties of the Property Trustee.

    (a) The legal title to the Debentures shall be owned by and held of record in the name of the Property Trustee in trust for the benefit of the Trust and the Holders. The right, title and interest of the Property Trustee to the Debentures shall vest automatically in each Person who may hereafter be appointed as Property Trustee in accordance with Section 5.6. Such vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Debentures have been executed and delivered.

    (b) The Property Trustee shall not transfer its right, title and interest in the Debentures to the Administrative Trustees or to the Delaware Trustee (if the Property Trustee does not also act as Delaware Trustee).

    (c) The Property Trustee shall:

     (i) establish and maintain the Property Account in the name of and under the exclusive control of the Property Trustee on behalf of the Holders and, upon the receipt of payments of funds made in respect of the Debentures, deposit such funds into the Property Account and make payments or (cause the Paying Agent to make payments) to the Holders from the Property Account in accordance with Section 6.5. Funds in the Property Account shall be held uninvested until disbursed in accordance with this Declaration;

    (ii) engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Securities to the extent the Debentures are redeemed or mature; and

    (iii) upon written direction by the Sponsor to dissolve the Trust, engage in such ministerial activities as shall be necessary or appropriate to effect the distribution of the Debentures to the Holders in exchange for the Securities.

    (d) The Property Trustee shall take all actions and perform such duties as may be specifically required of the Property Trustee pursuant to the terms of this Declaration, the Unit Agreement and the Securities.

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    (e) Subject to Section 3.9(a), the Property Trustee shall take any Legal Action which arises out of or in connection with:

     (i) a Trust Enforcement Event of which a Responsible Officer has actual knowledge; or

    (ii) the Property Trustee's duties and obligations under this Declaration or the Trust Indenture Act;

provided however, that if a Trust Enforcement Event has occurred and is continuing and such Trust Enforcement Event is attributable to the failure of the Debenture Issuer to pay the principal of or premium, if any, or interest on the Debentures on the date such principal, premium, if any, or interest is otherwise payable (or in connection with a distribution of Debentures in exchange for Preferred Securities and repurchase of Debentures under Sections 6.7 and 6.8), a Holder of Preferred Securities may institute a proceeding directly against the Debenture Issuer to enforce payment to such Holder of the principal of or premium, if any, or interest on the Debentures having an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Securities of such Holder (a "Direct Action") on or after the respective due date specified in the Debentures. In connection with such Direct Action, the rights of the Holders of the Common Securities will be subrogated to the rights of such Holder of Preferred Securities to the extent of any payment made by the Debenture Issuer to such Holder of Preferred Securities in such Direct Action. Except as provided in the preceding sentences, the Holders of Preferred Securities will not be able to exercise directly any other remedy available to the holders of the Debentures.

    (f)  The Property Trustee shall continue to serve as a Trustee until either:

     (i) the Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders pursuant to the terms of the Securities; or

    (ii) a Successor Property Trustee has been appointed and has accepted that appointment in accordance with Section 5.6.

    (g) The Property Trustee shall have the legal power to exercise all of the rights, powers and privileges of a holder of Debentures under the Indenture and, if a Trust Enforcement Event actually known to a Responsible Officer occurs and is continuing, the Property Trustee shall enforce, for the benefit of Holders, its rights as holder of the Debentures subject to the rights of the Holders pursuant to the terms of such Securities.

    (h) The Property Trustee shall be authorized to undertake any actions set forth in Section 317(a) of the Trust Indenture Act.

    (i)  The Property Trustee may authorize one or more Persons to act as additional Paying Agents and to pay Distributions, redemption payments or liquidation payments on behalf of the Trust with respect to all Securities, and any such Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. Any such additional Paying Agent may be removed by the Property Trustee at any time, and a successor Paying Agent or additional Paying Agents may be appointed at any time by the Property Trustee.

    (j)  Subject to this Section 3.8, the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 3.7.

    The Property Trustee shall exercise the powers set forth in this Section 3.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Property Trustee shall have no power to, and shall not, take any action that is inconsistent with the purposes and functions of the Trust set out in Section 3.3.

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Section 3.9  Certain Duties and Responsibilities of the Property Trustee.

    (a) The Property Trustee, before the occurrence of any Trust Enforcement Event and after the cure or waiver of all Trust Enforcement Events that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Declaration and in the Securities, and no implied covenants shall be read into this Declaration against the Property Trustee. If a Trust Enforcement Event has occurred (that has not been cured or waived pursuant to Section 2.6) of which a Responsible Officer has actual knowledge, the Property Trustee shall exercise such of the rights and powers vested in it by this Declaration, and shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

    (b) No provision of this Declaration shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

     (i) prior to the occurrence of a Trust Enforcement Event and after the cure or waiver of all such Trust Enforcement Events that may have occurred:

    (A) the duties and obligations of the Property Trustee shall be determined solely by the express provisions of this Declaration and in the Securities, and the Property Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Declaration and in the Securities, and no implied covenants or obligations shall be read into this Declaration against the Property Trustee; and

    (B) in the absence of bad faith on the part of the Property Trustee, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Declaration; provided, however, that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Property Trustee, the Property Trustee shall be under a duty to examine such certificates or opinions to determine whether or not they conform to the requirements of this Declaration (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);

    (ii) the Property Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts;

    (iii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it without negligence, in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Declaration;

    (iv) no provision of this Declaration shall require the Property Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Declaration or indemnity reasonably satisfactory to the Property Trustee against such risk or liability is not reasonably assured to it;

    (v) the Property Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Property Account shall be to deal with such property in a similar manner as the Property Trustee deals with similar property for its own account, subject to

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the protections and limitations on liability afforded to the Property Trustee under this Declaration and the Trust Indenture Act;

    (vi) the Property Trustee shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Debentures or the payment of any taxes or assessments levied thereon or in connection therewith;

   (vii) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree in writing with the Sponsor, and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Property Account maintained by the Property Trustee pursuant to Section 3.8(c)(i) and except to the extent otherwise required by law; and

   (viii) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Sponsor with their respective duties under this Declaration, nor shall the Property Trustee be liable for any default or misconduct of the Administrative Trustees or the Sponsor.

Section 3.10  Certain Rights of the Property Trustee.

    (a) Subject to the provisions of Section 3.9:

     (i) the Property Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;

    (ii) any direction or act of the Sponsor or the Administrative Trustees contemplated by this Declaration shall be sufficiently evidenced by an Officers' Certificate;

    (iii) whenever in the administration of this Declaration, the Property Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Property Trustee (unless other evidence is herein specifically prescribed) may request, in the absence of bad faith on its part, and conclusively rely upon an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor or the Administrative Trustees;

    (iv) the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refiling or registration thereof;

    (v) the Property Trustee may consult with counsel or other experts of its selection and the advice or opinion of such counsel and experts with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Sponsor or any of its Affiliates and may include any of its employees. The Property Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration from any court of competent jurisdiction;

    (vi) the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration at the request or direction of any Holder, unless such Holder shall have provided to the Property Trustee security and indemnity, reasonably satisfactory to the Property Trustee, against the costs, expenses (including reasonable attorneys' fees and expenses and the expenses of the Property Trustee's agents, nominees or custodians) and liabilities that might be

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incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Property Trustee; provided, that, nothing contained in this Section 3.10(a)(vi) shall be taken to relieve the Property Trustee, upon the occurrence of an Indenture Event of Default, of its obligation to exercise the rights and powers vested in it by this Declaration;

   (vii) the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Property Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it sees fit;

   (viii) the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys, and the Property Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

    (ix) any action taken by the Property Trustee or its agents hereunder shall bind the Trust and the Holders, and the signature of the Property Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Property Trustee to so act or as to its compliance with any of the terms and provisions of this Declaration, both of which shall be conclusively evidenced by the Property Trustee's or its agent's taking such action;

    (x) whenever in the administration of this Declaration the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Property Trustee:

    (A) may request instructions from the Holders which instructions may only be given by the Holders of the same proportion in liquidation amount of the Securities as would be entitled to direct the Property Trustee under the terms of the Securities in respect of such remedy, right or action;

    (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and

    (C) shall be protected in conclusively relying on or acting in accordance with such instructions;

    (xi) except as otherwise expressly provided by this Declaration, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration;

   (xii) with respect to the calculation of the Accreted Value, the Property Trustee may conclusively rely upon the calculation thereof determined by the Calculation Agent; and

   (xiii) the Property Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it without negligence, in good faith and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Declaration.

    (b) No provision of this Declaration shall be deemed to impose any duty or obligation on the Property Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Property Trustee shall be construed to be a duty.

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Section 3.11  Powers and Duties of the Delaware Trustee.

    Notwithstanding any other provision of this Declaration other than Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers of, nor shall the Delaware Trustee have any of the duties and responsibilities of, the Administrative Trustees or the Property Trustee described in this Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Business Trust Act.

Section 3.12  Not Responsible for Recitals or Issuance of Securities.

    The recitals contained in this Declaration and the Securities shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration, the Securities, the Debentures or the Indenture.

Section 3.13  Duration of the Trust.

    The Trust, unless dissolved or terminated pursuant to the provisions of Article VIII, shall have existence up to July 1, 2041.

Section 3.14  Mergers, Consolidations, Conversions, Amalgamations or Replacements of the Trust.

    (a) The Trust may not merge with or into, consolidate with, convert into, amalgamate with, be replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any Person, except as described in Section 3.14(b) and 3.14(c).

    (b) At the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees and without the consent of the Holders, the Delaware Trustee or the Property Trustee, the Trust may merge with or into, consolidate with, convert into, amalgamate with, be replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, a trust organized as such under the laws of any state; provided that:

     (i) if the Trust is not the successor entity, such successor entity (the "Successor Entity") either:

    (A) expressly assumes all of the obligations of the Trust with respect to the Securities; or

    (B) substitutes for the Securities other securities having substantially the same terms as the Securities (the "Successor Securities"), so long as the Successor Securities rank the same as the Securities rank with respect to Distributions and payments upon liquidation, redemption and otherwise;

    (ii) if the Trust is not the successor entity, the Sponsor expressly appoints a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee as the holder of the Debentures;

    (iii) the Successor Securities are, or upon notification of issuance will be, listed (or eligible for trading) on any national securities exchange or with any other organization on which the Preferred Securities are listed or quoted (or otherwise eligible for trading) prior to such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease;

    (iv) if the Preferred Securities (including any Successor Securities) are rated by any nationally recognized statistical rating organization prior to such transaction, such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization;

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    (v) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including any Successor Securities) in any material respect (other than with respect to any dilution of such Holders' interests in the new entity);

    (vi) such Successor Entity has a purpose identical in all material respects to that of the Trust;

   (vii) prior to such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, the Sponsor has received an Opinion of Counsel to the Trust, rendered by an independent law firm experienced in such matters, to the effect that:

    (A) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holders' interest in the new entity);

    (B) following such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and

    (C) following such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes;

   (viii) if the Trust is not the successor entity, the Sponsor or any permitted successor or assignee owns all of the common securities of such Successor Entity and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; and

    (ix) the Successor Entity expressly assumes all of the obligations of the Trust.

    (c) Notwithstanding Section 3.14(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, merge with or into, consolidate with, convert into, amalgamate with, be replaced by, or convey, transfer or acquire by conveyance, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to merge with or into, consolidate with, convert into, amalgamate with, replace it, acquire by conveyance, transfer or lease its properties and assets as an entirety or substantially as an entirety, if such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease would cause the Trust or the Successor Entity to be classified as other than a grantor trust for United States federal income tax purposes or would cause each Holder of Preferred Securities not to be treated as owning an undivided beneficial interest in the Debentures.

Section 3.15  Property Trustee May File Proofs of Claim.

    In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Trust or any other obligor upon the Securities or the property of the Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Securities are then due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Property Trustee has made any demand on the Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise to:

    (a) file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Securities (or, if the Securities are original issue discount securities, such portion of the liquidation amount as may be specified in the terms of such securities) and to file such other

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papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and

    (b) collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Property Trustee and, in the event the Property Trustee consents to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee.

    Nothing contained herein shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt, on behalf of any Holder, any plan of reorganization, arrangement, adjustment or compensation affecting the Securities or the rights of any Holder or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding.

ARTICLE IV
SPONSOR

Section 4.1  Responsibilities of the Sponsor.

    In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities:

    (a) to determine the states in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such states; and

    (b) if the Preferred Securities are separately traded from the Units and the applicable exchange listing requirements are met, to prepare for execution and filing by the Trust an application to permit the Preferred Securities to trade or be quoted or listed in or on the New York Stock Exchange or any other national securities exchange, quotation system or the Nasdaq National Market for listing or quotation upon notice of issuance of the Preferred Securities.

Section 4.2  Indemnification and Expenses of the Trustees.

    The Sponsor, in its capacity as Debenture Issuer, agrees to indemnify the Property Trustee and the Delaware Trustee for, and to hold each of them harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Property Trustee or the Delaware Trustee, as the case may be, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending either of them against any claim or liability in connection with the exercise or performance of any of their respective powers or duties hereunder. The provisions of this Section 4.2 shall survive the resignation or removal of the Delaware Trustee or the Property Trustee and the termination of this Declaration.

Section 4.3  Right to Proceed.

    The Sponsor acknowledges the rights of the Holders of Preferred Securities, in the event that a failure of the Trust to pay Distributions on the Preferred Securities is attributable to the failure of the

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Debenture Issuer to pay interest or principal on the Debentures, to institute a Direct Action against the Debenture Issuer for enforcement of its payment obligations on the Debentures.

ARTICLE V
TRUSTEES

Section 5.1  Number of Trustees.

    The number of Trustees initially shall be five, and:

    (a) at any time before the issuance of any Securities, the Sponsor may, by written instrument, increase or decrease the number of Trustees; and

    (b) after the issuance of any Securities, the number of Trustees may be increased or decreased by vote of the Holders of a Majority in Liquidation Amount of the Common Securities at a meeting of the Holders of the Common Securities or by written consent in lieu of such meeting;

provided, however, that, the number of Trustees shall in no event be less than three; and provided further that:

    (1) one Trustee shall be the Delaware Trustee;

    (2) one Trustee shall be the Property Trustee, which, for so long as this Declaration is required to qualify as an indenture under the Trust Indenture Act, shall meet the requirements of applicable law; provided that the Property Trustee also may serve as Delaware Trustee if it meets the applicable requirements; and

    (3) at least one Trustee shall be an Administrative Trustee who shall be an employee or officer of, or shall be affiliated with, the Sponsor.

Section 5.2  Delaware Trustee; Eligibility.

    (a) If required by the Business Trust Act, one Trustee (the "Delaware Trustee") shall be:

     (i) a natural person who is a resident of the State of Delaware; or

    (ii) if not a natural person, an entity which has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law,

provided that, if the Property Trustee has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law, the Property Trustee also shall be the Delaware Trustee and Section 3.11 shall have no application.

    (b) The initial Delaware Trustee shall be:

The Bank of New York (Delaware)
23 White Clay Center
Route 273
Newark, Delaware 19711

Section 5.3  Property Trustee; Eligibility.

    (a) There shall at all times be one Trustee which shall act as Property Trustee (the "Property Trustee"). The Property Trustee shall:

     (i) not be an Affiliate of the Sponsor; and

    (ii) be a corporation organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or

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Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal, state, territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 5.3(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

    (b) If at any time the Property Trustee shall cease to be eligible to so act under Section 5.3(a), the Property Trustee shall immediately resign in the manner and with the effect set forth in Section 5.6(c).

    (c) If the Property Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Property Trustee and the Holders of the Common Securities (as if it were the obligor referred to in Section 310(b) of the Trust Indenture Act) shall comply in all respects with the provisions of Section 310(b) of the Trust Indenture Act.

    (d) The Guarantee shall be deemed to be specifically described in this Declaration for purposes of clause (i) of the first provision contained in Section 310(b) of the Trust Indenture Act.

    (e) The initial Property Trustee shall be:

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration

Section 5.4  Qualifications of Administrative Trustees Generally.

    Each Administrative Trustee (each, an "Administrative Trustee") shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers.

Section 5.5  Initial Administrative Trustees.

    The initial Administrative Trustees shall be Diane L. Kelleher, Craig S. Davis and William A. Longbrake, the business address of each of whom is c/o Washington Mutual, Inc., 1201 Third Avenue—WMT 1706, Seattle, Washington 98101.

Section 5.6  Appointment, Removal and Resignation of Trustees.

    (a) Subject to Section 5.6(b), the Trustees may be appointed or removed without cause at any time:

     (i) until the issuance of any Securities, by written instrument executed by the Sponsor;

    (ii) unless a Trust Enforcement Event shall have occurred and be continuing after the issuance of any Securities, by vote of the Holders of a Majority in Liquidation Amount of the Common Securities at a meeting of the Holders of the Common Securities or by written consent in lieu of such meeting; and

    (iii) if a Trust Enforcement Event shall have occurred and be continuing after the issuance of the Securities, with respect to the Property Trustee or the Delaware Trustee, by vote of Holders of a Majority in Liquidation Amount of the Preferred Securities at a meeting of Holders of the Preferred Securities or by written consent in lieu of such meeting.

    (b) (i) The Property Trustee shall not be removed in accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Property Trustee under Section 5.3(a) (a

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"Successor Property Trustee") has been appointed and has accepted such appointment by written instrument executed by such Successor Property Trustee and delivered to the Administrative Trustees and the Sponsor.

    (ii) The Delaware Trustee shall not be removed in accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Delaware Trustee under Section 5.2(a) (a "Successor Delaware Trustee") has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Administrative Trustees and the Sponsor.

    (c) A Trustee appointed to office shall hold office until a successor shall have been appointed or until death, dissolution, removal or resignation. Any Trustee may resign from office (without need for prior or subsequent accounting) by a written instrument signed by such Trustee and delivered to the Sponsor, the Trust and the other Trustees, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that:

     (i) no such resignation of the Property Trustee shall be effective:

    (A) until a Successor Property Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Property Trustee and delivered to the Trust, the Administrative Trustees, the Sponsor and the resigning Property Trustee; or

    (B) until the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the Holders; and

    (ii) no such resignation of the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Administrative Trustees, the Sponsor and the resigning Delaware Trustee.

    (d) The Holders of the Common Securities or, if a Trust Enforcement Event shall have occurred and be continuing after the issuance of the Securities, the Holders of the Preferred Securities, shall use their best efforts to promptly appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be, if the Property Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with this Section 5.6.

    (e) If no Successor Property Trustee or Successor Delaware Trustee, as the case may be, shall have been appointed and accepted appointment as provided in this Section 5.6 within 30 days after delivery of an instrument of resignation or removal, the Property Trustee or Delaware Trustee resigning or being removed, as applicable, may at the expense of the Sponsor petition any court of competent jurisdiction for appointment of a Successor Property Trustee or Successor Delaware Trustee, as applicable. Such court may thereupon, after prescribing such notice, if any, as it may deem proper and prescribe, appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be.

    (f)  No Property Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Property Trustee or Successor Delaware Trustee, as the case may be.

Section 5.7  Vacancies among Trustees.

    If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A resolution certifying the existence of such vacancy by the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee appointed in accordance with Section 5.6.

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Section 5.8  Effect of Vacancies.

    The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust or terminate this Declaration. Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with Section 5.6, the Administrative Trustees in office, regardless of their number, shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Declaration.

Section 5.9  Meetings.

    If there is more than one Administrative Trustee, meetings of the Administrative Trustees shall be held from time to time upon the call of any Administrative Trustee. Regular meetings of the Administrative Trustees may be held at a time and place fixed by resolution of the Administrative Trustees. Notice of any in-person meetings of the Administrative Trustees shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before such meeting. Notice of any telephonic meetings of the Administrative Trustees or any committee thereof shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of an Administrative Trustee at a meeting shall constitute a waiver of notice of such meeting except where an Administrative Trustee attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened. Unless provided otherwise in this Declaration, any action of the Administrative Trustees may be taken at a meeting by vote of a majority of the Administrative Trustees present (whether in person or by telephone) and eligible to vote with respect to such matter, provided that a Quorum is present, or without a meeting by the unanimous written consent of the Administrative Trustees. In the event there is only one Administrative Trustee, any and all action of such Administrative Trustee shall be evidenced by a written consent of such Administrative Trustee.

Section 5.10  Delegation of Power by the Administrative Trustees.

    (a) Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his power for the purpose of executing any documents which the Administrative Trustees have power and authority to cause the Trust to execute pursuant to Section 3.7.

    (b) The Administrative Trustees shall have power to delegate from time to time to such of their number or to officers of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein.

Section 5.11  Merger, Conversion, Consolidation or Succession to Business.

    Any Person into which the Property Trustee, the Delaware Trustee or any Administrative Trustee that is not a natural person, as the case may be, may be merged or converted or with which such Trustee may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of such Trustee, shall be the successor of such Trustee under this Declaration without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided such Person shall be otherwise qualified and eligible under this Article V.

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ARTICLE VI
THE SECURITIES

Section 6.1  General Provisions Regarding the Securities.

    (a) The Administrative Trustees shall issue on behalf of the Trust one class of Preferred Securities representing undivided beneficial interests in the assets of the Trust (the "Preferred Securities") and one class of common securities representing undivided beneficial interests in the assets of the Trust (the "Common Securities").

     (i) The Preferred Securities of the Trust shall number 20,000,000 (or 23,000,000 if the Initial Purchaser's over-allotment option with respect to the Units is exercised in full) and shall have an aggregate stated liquidation amount with respect to the assets of the Trust of $1,000,000,000 (or $1,150,000,000 if the Initial Purchaser's over-allotment option with respect to the Units is exercised in full), a stated liquidation amount with respect to the assets of the Trust of $50 per Preferred Security and an accreted value at any time equal to the Accreted Value. The Preferred Securities are hereby designated for the purposes of identification only as the Preferred Securities. The Preferred Securities Certificates evidencing the Preferred Securities shall be substantially in the form of Exhibit A, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice.

    (ii) The Common Securities of the Trust shall number 618,600 (or 711,300 if the Initial Purchaser's over-allotment option with respect to the Units is exercised in full) and shall have an aggregate liquidation amount with respect to the assets of the Trust of $30,930,000 (or $35,565,000 if the Initial Purchaser's over-allotment option with respect to the Units is exercised in full), a stated liquidation amount with respect to the assets of the Trust of $50 per Common Security and an accreted value at any time equal to the Accreted Value. The Common Securities are hereby designated for the purposes of identification only as the Common Securities. The Common Securities Certificates evidencing the Common Securities shall be substantially in the form of Exhibit B, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice.

    (b) The consideration received by the Trust for the issuance of the Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust.

    (c) Upon issuance of the Securities as provided in this Declaration, the Securities so issued shall be deemed to be validly issued, fully paid and nonassessable beneficial interests in the assets of the Trust.

    (d) Each Person, by virtue of having become a Holder or a Preferred Security Beneficial Owner in accordance with the terms of this Declaration, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration, the Guarantee, the Indenture and the Debentures.

    (e) Payment of Distributions on, and any payment of the Redemption Price upon a redemption of, the Securities shall be made on a Pro Rata basis based on the liquidation amount of such Securities; provided that if, on any date on which payment of a Distribution or the Redemption Price is to be made, an Indenture Event of Default has occurred and is continuing, then such payment shall not be made on any of the Common Securities, and no other payment on account of the redemption, liquidation or other acquisition of such Common Securities shall be made, until all accumulated and unpaid Distributions or payments of the Redemption Price, as the case may be, on all of the outstanding Preferred Securities for which Distributions are to be paid or that have been called for redemption, as the case may be, are fully paid. All funds available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions on, or the Redemption Price of, the Preferred Securities then due and payable.

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    (f)  The Holders of the Securities shall not have any preemptive or similar rights.

Section 6.2  Execution and Authentication.

    (a) Each Certificate shall be signed on behalf of the Trust by an Administrative Trustee by manual or facsimile signature. If any Administrative Trustee of the Trust who shall have signed any of the Securities shall cease to be such Administrative Trustee before the Securities so signed shall be delivered by the Trust, such Securities nevertheless may be delivered as though the person who signed such Securities had not ceased to be such Administrative Trustee; and any Securities may be signed on behalf of the Trust by such persons who, at the actual date of execution of such Security, shall be the Administrative Trustees of the Trust, although at the date of the execution and delivery of this Declaration any such person was not such an Administrative Trustee.

    (b) A Preferred Securities Certificate shall not be valid until authenticated by the manual signature of an authorized signatory of the Property Trustee. The signature shall be conclusive evidence that such Preferred Securities Certificate has been authenticated under this Declaration.

    Upon a written order of the Trust signed by one Administrative Trustee, the Property Trustee shall authenticate the Preferred Securities Certificates for original issue. The aggregate number of Preferred Securities outstanding at any time shall not exceed the aggregate stated liquidation amount set forth in Section 6.1(a)(i).

    The Property Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Property Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Property Trustee to personal liability to existing Holders.

    The Property Trustee may appoint an authenticating agent acceptable to the Trust to authenticate Preferred Securities Certificates. An authenticating agent may authenticate Preferred Securities Certificates whenever the Property Trustee may do so. Each reference in this Declaration to authentication by the Property Trustee includes authentication by such agent. An authenticating agent has the same rights as the Property Trustee to deal with the Sponsor or an Affiliate.

Section 6.3  Form and Dating.

    The Preferred Securities shall be substantially in the form of Exhibits A-1 and A-2 and the Common Securities shall be substantially in the form of Exhibit B. The Property Trustee's certificate of authentication shall be substantially in the form set forth in Exhibit A.

    The terms and provisions of the Securities set forth in Exhibits A and B are part of the terms of this Declaration and to the extent applicable, the Property Trustee and the Sponsor, by their execution and delivery of this Declaration, expressly agree to such terms and provisions and to be bound thereby.

    The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution thereof. The Certificates may have letters, CUSIP or other numbers, notations or other marks of identification or designation and such legends or endorsements as the Administrative Trustees may deem appropriate, or as may be required by law, stock exchange rule, agreements to which the Trust is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Trust).

    Each Security shall be dated the date of its authentication.

    Upon the execution and delivery of this Declaration, the Preferred Securities shall be issued as a component of a Unit, in fully registered form without Distribution coupons (the "Global Unit Certificate"), substantially in the forms set forth in Exhibit A of the Unit Agreement. The Preferred Securities also initially shall be issued in the forms of one or more global Certificates in fully registered

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form without Distribution coupons and with the appropriate global legends (each, a "Global Preferred Security"), substantially in the forms of Exhibit A. The Global Preferred Securities shall be registered in the name of the Clearing Agency or a nominee of the Clearing Agency, duly executed by the Trust and authenticated by the Property Trustee, and deposited on behalf of the purchasers of the Preferred Securities represented thereby with the Property Trustee, at the Corporate Trust Office, as custodian for the Clearing Agency. The Global Preferred Securities shall represent such of the outstanding Preferred Securities as shall be specified in the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto (or on the books and records of the Property Trustee and the Clearing Agency or its nominee). The Global Preferred Securities shall initially represent no Preferred Securities. Thereafter, the number of Preferred Securities represented by the Global Preferred Securities may from time to time be increased or decreased by adjustments made on the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto (or books and records of the Property Trustee and the Clearing Agency or its nominee) as hereinafter provided.

    Except as provided in Sections 6.21(e) and 6.21(f), Preferred Security Beneficial Owners shall not be entitled to receive physical delivery of definitive, fully registered Preferred Securities Certificates ("Definitive Preferred Securities").

Section 6.4  The Sponsor's Purchase of the Common Securities.

    (a) On the Closing Date, the Sponsor shall purchase all of the Common Securities issued by the Trust, in an aggregate liquidation amount equal to at least 3% of the total capital of the Trust, at such time as the Preferred Securities are sold and issued. The aggregate stated liquidation amount of the Common Securities outstanding at any time shall not be less than 3% of the total capital of the Trust.

    (b) For so long as the Preferred Securities remain outstanding, the Sponsor shall covenant:

     (i) to maintain, directly or indirectly, 100% ownership of the Common Securities; provided, however, that any permitted successor of the Sponsor (in its capacity as Debenture Issuer) under the Indenture may succeed to the Sponsor's ownership of such Common Securities;

    (ii) to cause the Trust to (a) remain a statutory business trust, except in connection with the distribution of the Debentures to the Holders, the redemption of all of the Securities, or certain mergers, consolidations, conversions or amalgamations, each as permitted by this Declaration, (b) not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by this Declaration and (c) otherwise continue to be classified as a grantor trust for United States federal income tax purposes;

    (iii) to use its commercially reasonable efforts to ensure that the Trust will not be an Investment Company required to be registered under the Investment Company Act; and

    (iv) not to take any action that would be reasonably likely to cause the Trust to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Section 6.5  Distributions.

    (a) Holders shall be entitled to receive Distributions that shall be payable at a rate per annum of 5.375% (the "Coupon Rate") of the stated liquidation amount of $50 per Security from and including April 30, 2001 to, but excluding, the Remarketing Date, and at the Reset Rate of the Accreted Value of the Security on the Remarketing Date to, but excluding, the date of redemption. At all times, the Distribution rate shall correspond to the interest rate on the Debentures. The amount of a Distribution payable shall be computed:

     (i) for any full 90-day quarterly Distribution period, on the basis of a 360-day year consisting of twelve 30-day months;

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    (ii) for any period shorter than a full 90-day quarterly Distribution period, on the basis of a 30-day month; and

    (iii) for any period shorter than a 30-day month, on the basis of the actual number of days elapsed in the 30-day month.

Subject to Section 6.1(e), Distributions shall be made on the Securities on a Pro Rata basis. Distributions shall be payable on the Distribution Dates only to the extent that payments are made to the Trust in respect of the Debentures held by the Property Trustee and to the extent the Trust has funds available for the payment of such Distributions in the Property Account.

    (b) Distributions on the Securities shall accumulate from the date of original issue, shall be cumulative and shall be payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (each, a "Distribution Date"), commencing on August 1, 2001, when, as and if available for payment, except as otherwise provided in this Declaration. Interest not paid on the Debentures on the scheduled Interest Payment Dates shall accrue and compound quarterly at the Coupon Rate of the aggregate principal amount or the Reset Rate of the Accreted Value on the Remarketing Date, as applicable, and, as a result, Distributions not paid on the scheduled Distribution Dates shall accumulate and compound quarterly at the Coupon Rate of the aggregate stated liquidation amount or the Reset Rate of the Accreted Value on the Remarketing Date, as applicable ("Compounded Distributions"). The terms "Distribution" shall mean ordinary quarterly distributions together with any Compounded Distributions.

    (c) As long as no Indenture Event of Default has occurred and is continuing and as long as a Failed Remarketing has not occurred, the Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest payment period, at any time and from time to time, on the Debentures for a period not exceeding 20 consecutive quarters (each, an "Extension Period"), during which Extension Period no interest shall be due and payable on the Debentures, provided that no Extension Period shall end on a date other than an Interest Payment Date or extend beyond the stated maturity of the Debentures. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate and interest shall be payable on the next Interest Payment Date. As a consequence of such deferral, Distributions also shall be deferred. Despite such deferral, interest on the Debentures shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) and, as a result, Distributions shall continue to accumulate with additional Distributions thereon (to the extent permitted by applicable law) at the Coupon Rate of the stated liquidation amount or at the Reset Rate of the Accreted Value on the Remarketing Date, as the case may be, compounded quarterly during any such Extension Period. Prior to the termination of any such Extension Period, the Debenture Issuer may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the stated maturity date of the Debentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Debenture Issuer may commence a new Extension Period, subject to the above requirements.

    (d) Distributions on the Securities shall be payable to the Holders as they appear on the books and records of the Trust at the close of business on the relevant Regular Record Dates; provided that Distributions payable on the Remarketing Settlement Date shall be payable to the Holders as they appear on the books and records of the Trust at the close of business on the Special Record Date. If the Preferred Securities are represented by one or more Global Preferred Securities, the relevant Regular Record Dates shall be the close of business on the Business Day preceding the corresponding Distribution Date, unless a different Regular Record Date is established or provided for the corresponding Interest Payment Date on the Debentures. If the Preferred Securities are not represented by one or more Global Preferred Securities, the relevant Regular Record Dates for the

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Preferred Securities shall be at least one Business Day prior to the corresponding Distribution Dates, or such other dates as may be selected by the Administrative Trustees. The record dates for the Common Securities shall be the same as the record dates for the Preferred Securities. At all times, the Distribution Dates shall correspond to the Interest Payment Dates on the Debentures.

    Distributions payable on any Securities that are not punctually paid on any Distribution Date, as a result of the Debenture Issuer having failed to make a payment under the Debentures, shall cease to be payable to the Person in whose name such Securities are registered on the relevant record date, and such defaulted Distribution instead shall be payable to the Person in whose name such Securities are registered on the special record date or other specified date determined in accordance with the Indenture for payment of the corresponding defaulted interest on the Debentures.

    (e) If any date on which a Distribution is payable on the Securities is not a Business Day, payment of the Distribution payable on such date will be made on the next day that is a Business Day (and without any additional Distribution or other payment in respect of any such delay), except that if such Business Day is in the next calendar year, such payment shall be made on the immediately preceding Business Day with the same force and effect as if made on the date such payment was originally payable.

    (f)  If and to the extent that the Debenture Issuer makes a payment of principal of and premium, if any, and interest on the Debentures held by the Property Trustee (the amount of any such payment being a "Payment Amount"), the Property Trustee shall and is directed, to the extent funds are available for that purpose, to make a distribution of the Payment Amount to the Holders on a Pro Rata basis, subject to Section 6.1(e).

    (g) In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed on a Pro Rata basis among the Holders subject to 6.1(e).

Section 6.6  Remarketing.

    (a) In connection with a Remarketing of the Preferred Securities:

     (i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 60 days following the Remarketing Date, and, as a result, the Accreted Value of the Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 60 days following the Remarketing Date;

    (ii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities, and, as a result, the Distribution rate per annum on the Accreted Value of the Securities shall become the Reset Rate established in the Remarketing of the Preferred Securities;

    (iii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures on the Special Record Date, and, as a result, Distributions accumulated and unpaid on the Securities from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Securities on the Special Record Date;

    (iv) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Sponsor shall be obligated to redeem the Warrants on the Remarketing

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Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and

    (v) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price.

    (b) The proceeds from the Remarketing of the Preferred Securities shall be paid to the selling Holders, provided that, upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Preferred Securities that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders.

    (c) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Preferred Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Preferred Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Preferred Securities purchased by such purchaser, to be distributed to such purchaser in exchange for such Holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Preferred Securities.

    (d) Upon the occurrence of a Trading Remarketing Event, the Sponsor may elect to cause a Remarketing of the Preferred Securities and select a Remarketing Date, provided that the following conditions precedent are satisfied:

     (i) as of the date of which the Sponsor elects to cause a Remarketing of the Preferred Securities, the Closing Price of a share of the Common Stock exceeds and has exceeded for at least 20 Trading Days within the immediately preceding 30 consecutive Trading Days, $74.49 per share.

    (ii) as of the date of which the Sponsor elects to cause a Remarketing of the Preferred Securities and on the Remarketing Date, no Trust Enforcement Event or deferral of Distributions to Holders of the Preferred Securities shall have occurred and be continuing;

    (iii) as of the date of which the Sponsor elects to cause a Remarketing of the Preferred Securities and on the Remarketing Date, a registration statement covering the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be effective under the Securities Act, or the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from registration requirements under the Securities Act; and

    (iv) on the Remarketing Date, the Legal Requirements shall have been satisfied.

The settlement of the Remarketing shall occur on the Remarketing Settlement Date, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date:

    (A) the Warrant Requirements shall be satisfied; and

    (B) pursuant to the Warrant Agreement, a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated.

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If any of the foregoing conditions precedent are not satisfied, the Remarketing of the Preferred Securities cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

    (x) the Remarketing cannot occur because of a failure to satisfy either the Warrant Requirements or the Legal Requirements as of or on the relevant date or dates; and

    (y) the Sponsor is using its best efforts to satisfy such Requirements;

the Sponsor shall have the right to cause a Remarketing of the Preferred Securities on a subsequent date which is no later than May 1, 2041, provided that all applicable requirements and conditions precedents (including the timely occurrence of a Trading Remarketing Event) are satisfied.

    (e) Upon the occurrence of a Legal Cause Remarketing Event, the Sponsor may elect to cause a Remarketing of the Preferred Securities and select a Remarketing Date, provided that the following conditions precedent are satisfied:

     (i) as of the date of which the Sponsor elects to cause a Remarketing of the Preferred Securities and on the Remarketing Date, no Trust Enforcement Event shall have occurred and be continuing;

    (ii) as of the date of which the Sponsor elects to cause a Remarketing of the Preferred Securities and on the Remarketing Date, a registration statement covering the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be effective under the Securities Act, or the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from registration requirements under the Securities Act; and

    (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied.

The settlement of the Remarketing shall occur on the Remarketing Settlement Date, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date:

    (A) the Warrant Requirements shall be satisfied; and

    (B) a redemption of the Warrants of those holders who have not elected to exercise their Warrants prior to or on such date shall have been consummated pursuant to the Warrant Agreement.

If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

    (x) the Remarketing cannot occur because of a failure to satisfy either the Warrant Requirements or the Legal Requirements as of or on the relevant date or dates; and

    (y) the Sponsor is using its best efforts to satisfy such Requirements;

the Sponsor shall have the right to cause a Remarketing of the Preferred Securities on a subsequent date which is no later than May 1, 2041, provided that all applicable requirements and conditions precedents (including the timely occurrence of a Legal Cause Remarketing Event) are satisfied.

    (f)  On the Maturity Remarketing Date, a Remarketing of the Preferred Securities shall occur, provided that on such date, the Legal Requirements (to the extent applicable) shall have been satisfied.

    If, for any reason, a Remarketing of the Preferred Securities does not occur on the Maturity Remarketing Date, the Administrative Trustees shall give notice thereof to all Holders of Preferred

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Securities (whether or not held pursuant to the Unit Agreement) prior to the close of business on the following Business Day. In such event:

     (i) the rate of interest per annum on the Accreted Value of the Debentures (which, on the Maturity Remarketing Date, shall be equal to the principal amount of the Debentures) shall become the Reset Rate, and, as a result, the rate of Distribution per annum on the Accreted Value of the Securities (which, on the Maturity Remarketing Date, shall be equal to the stated liquidation amount of the Securities) shall become the Reset Rate; and

    (ii) pursuant to the Indenture, the Debenture Issuer no longer shall have the option to defer payments of interest on the Debentures.

    (g) Upon the occurrence of a Trading Remarketing Event or a Legal Cause Remarketing Event and the election by the Sponsor to cause a Remarketing of the Preferred Securities, or upon the Maturity Remarketing Date, as long as the Preferred Securities are evidenced by Global Preferred Securities, deposited with the Clearing Agency, the Sponsor shall request, not later than four nor more than 20 days prior to the Remarketing Date, that the Clearing Agency notify the Holders of the Preferred Securities of the Remarketing of the Preferred Securities and of the procedures that must be followed if such Holder of Preferred Securities wishes to elect not to participate in the Remarketing of the Preferred Securities.

    (h) Upon the occurrence of a Remarketing Event, all of the Preferred Securities (excluding the Preferred Securities as to which the Holders thereof have elected not to participate in the Remarketing) shall be remarketed by the Remarketing Agent. Not later than 5:00 p.m. (New York City time) on the Business Day preceding the Remarketing Date, each Holder of Preferred Securities may elect not to have the Preferred Securities held by such Holder remarketed in the Remarketing. Holders of Preferred Securities that are not held pursuant to the Unit Agreement shall give such notice to the Property Trustee, and Holders of Preferred Securities that are held pursuant to the Unit Agreement shall give such notice to the Unit Agent. Holders of Preferred Securities that are not held pursuant to the Unit Agreement and Holders of Preferred Securities that are held pursuant to the Unit Agreement that do not give notice of their intention not to participate in the Remarketing shall be deemed to have consented to the disposition of their Preferred Securities in the Remarketing. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing.

    Not later than 5:00 p.m. (New York City time) on the Business Day preceding the Remarketing Date, the Property Trustee and the Unit Agent, as applicable, based on the notices received by it prior to such time, shall notify the Trust, the Sponsor and the Remarketing Agent of the number of Preferred Securities to be tendered for purchase in the Remarketing.

    (i)  The right of each Holder to have Preferred Securities tendered for purchase shall be limited to the extent that:

     (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement;

    (ii) the Remarketing Agent is able to find a purchaser or purchasers for the Preferred Securities deemed tendered; and

    (iii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent.

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    (j)  On the Remarketing Date, the Remarketing Agent shall use commercially reasonable efforts to remarket the Preferred Securities deemed tendered for purchase at a price equal to:

     (i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value as of the end of the day on the day next preceding the Remarketing Date; and

    (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount.

    (k) If, as a result of the efforts described in 6.6(j), the Remarketing Agent determines that it will be able to remarket all of the Preferred Securities deemed tendered for purchase at the purchase price set forth in Section 6.6(j) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of 1% per annum) that the Remarketing Agent determines, in its sole judgment, to be the lowest rate per annum that will enable it to remarket all of the Preferred Securities deemed tendered for Remarketing.

    (l)  If none of the Holders of the Preferred Securities or the holders of the Units elects to have their Preferred Securities remarketed in the Remarketing, the Reset Rate shall equal the rate determined by the Remarketing Agent, in its sole discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date, and the related modifications to the other terms of the Preferred Securities and to the terms of the Debentures and the Warrants shall be effective as of the Remarketing Date.

    (m) If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all of the Preferred Securities deemed tendered for purchase, a "Failed Remarketing" shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Clearing Agency, the Property Trustee, the Debenture Trustee, the Administrative Trustees on behalf of the Trust and the Sponsor. The Administrative Trustees shall then give notice of the Failed Remarketing to the Holders of the Preferred Securities prior to the close of business on the Business Day following the Failed Remarketing Date. In the event of a Failed Remarketing:

     (i) the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 60 days following the Failed Remarketing Date, and, as a result, the Accreted Value of the Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 60 days following the Failed Remarketing Date;

    (ii) the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate, and, as a result, the rate of Distribution per annum on the Accreted Value of the Securities shall become the Reset Rate; and

    (iii) pursuant to the Indenture, the Debenture Issuer no longer shall have the option to defer payments of interest on the Debentures.

Notwithstanding a Failed Remarketing, subject to the satisfaction of the Legal Requirements, the Warrants shall be redeemed at the Warrant Value and a holder of Warrants shall have the option to exercise its Warrants in lieu of such redemption, as provided in the Unit Agreement and the Warrant Agreement.

    (n) By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone:

     (i) the Clearing Agency, the Property Trustee, the Debenture Trustee, the Trust and the Sponsor of the Reset Rate determined in the Remarketing and the number of Preferred Securities sold in the Remarketing;

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    (ii) each purchaser (or the Clearing Agency Participant thereof) of the Reset Rate and the number of Preferred Securities such purchaser is to purchase; and

    (iii) each purchaser to give instructions to its Clearing Agency Participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Preferred Securities purchased through the facilities of the Clearing Agency.

    (o) In accordance with the Clearing Agency's normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Preferred Security deemed tendered for purchase and sold in the Remarketing shall be executed through the Clearing Agency, and the accounts of the respective Clearing Agency Participants shall be debited and credited and such Preferred Securities delivered by book-entry as necessary to effect purchases and sales of such Preferred Securities. The Clearing Agency shall make payment in accordance with its normal procedures.

    (p) If any Holder of the Preferred Securities selling such Preferred Securities (or any holder of Units selling the Preferred Securities that are held pursuant to the Unit Agreement) in the Remarketing fails to deliver such Preferred Securities, the Clearing Agency Participant of such selling holder and of any other Person that was to have purchased Preferred Securities in the Remarketing may deliver to any such other Person a number of Preferred Securities that is less than the number of Preferred Securities that otherwise was to be purchased by such Person. In such event, the number of Preferred Securities to be so delivered shall be determined by such Clearing Agency Participant, and delivery of such lesser number of Preferred Securities shall constitute good delivery.

    (q) The Remarketing Agent is not obligated to purchase any Preferred Securities that otherwise would remain unsold in the Remarketing. Neither the Trust, any Trustee, the Sponsor nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Preferred Securities for Remarketing.

    (r) Under the Remarketing Agreement, the Sponsor, in its capacity as Debenture Issuer, shall be liable for, and shall pay, any and all costs and expenses incurred in connection with the Remarketing, and the Trust shall not have any liabilities for such costs and expenses.

    (s) The tender and settlement procedures set in this Section 6.6, including provisions for payment by purchasers of the Preferred Securities in the Remarketing, shall be subject to modification to the extent required by the Clearing Agency or if the book-entry system is no longer available for the Preferred Securities at the time of the Remarketing, to facilitate the tendering and remarketing of the Preferred Securities in definitive form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process.

Section 6.7  Limited Right to Require Exchange of Preferred Securities and Repurchase of Debentures.

    (a) Upon the exercise of Warrants by a holder of Units on a date other than a Remarketing Settlement Date, such Holder shall have the right (the "Repurchase Right"), on the next Required Repurchase Date which is no less than 60 days following the exercise date of such Warrants, to require the Trust to exchange the Preferred Securities for Debentures having an Accreted Value on the date of exchange equal to the Accreted Value of such Preferred Securities on such exchange date plus accumulated and unpaid distributions (including deferred distributions), and to require the Debenture Issuer to repurchase such Debentures on the applicable Required Repurchase Date.

    (b) To exercise its Repurchase Right, a Unit holder shall:

     (i) provide the Administrative Trustees and the Debenture Issuer with notice of its election to exercise its Repurchase Right no less than 30 days prior to the Required Repurchase Date on which such repurchase is to be effected;

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    (ii) specify the number of Preferred Securities to be exchanged for Debentures by the Trust; and

    (iii) certify to the Administrative Trustees and the Debenture Issuer that such holder (A) has exercised the Warrants that are held pursuant to the Unit Agreement, each of which has an Exercise Price no less than the Accreted Value of the Preferred Security sought to be exchanged, and (B) is the beneficial owner of the Preferred Securities to be exchanged.

    (c) No less than three Business Days prior to the applicable Required Repurchase Date:

     (i) if the Preferred Securities to be exchanged are represented by a Global Preferred Security, the Property Trustee shall make, in accordance with the instructions of the Exchange Agent, the necessary endorsement to the "Schedule of Increases or Decreases in Global Preferred Security" attached to the Global Preferred Security to reduce the amount of Preferred Securities represented thereby and shall instruct the Debenture Trustee to transfer to the Exchange Agent a corresponding Accreted Value of Debentures; and

    (ii) if the Preferred Securities to be exchanged are represented by Definitive Preferred Securities, (x) the Holder of such Preferred Securities shall present such Definitive Preferred Securities to the Property Trustee for cancellation and the Property Trustee shall so notify the Registrar and (y) the Property Trustee shall instruct the Debenture Trustee to deliver to such Holder, definitive Debentures having an Accreted Value equal to the Accreted Value of the cancelled Preferred Securities of such Holder.

    (d) On the applicable Required Repurchase Date, the Debenture Issuer shall repurchase, pursuant to the Indenture, the Debentures which were the subject of an exchange notice received by the Debenture Issuer pursuant to Section 6.7(b) at the Repurchase Price.

Section 6.8  Change of Control Right to Require Exchange of Preferred Securities and Repurchase of Debentures.

    (a) Upon the occurrence of a Change of Control, each Holder of a Preferred Security shall have the right (a "Change of Control Repurchase Right") to exchange any or all of such Holder's Preferred Securities for Debentures having an Accreted Value on the date of exchange equal to the Accreted Value of such Preferred Securities on such exchange date, and to require the Debenture Issuer to repurchase such Debentures on the Change of Control Repurchase Date.

    (b) Within 30 days after the occurrence of a Change of Control, the Sponsor shall give notice to each Holder of a Preferred Security and the Property Trustee of the transaction that constitutes the Change of Control, identifying such transaction as constituting a Change of Control and setting forth the resulting repurchase right (the date of such notice, the "Change of Control Notice Date").

    (c) To exercise its Change of Control Repurchase Right, a Holder of Preferred Securities shall:

     (i) provide the Trust, the Debenture Issuer, the Property Trustee and the Exchange Agent with irrevocable notice of its election to exercise its Change of Control Repurchase Right no earlier than 60 days and no later than 90 days following the Change of Control Notice Date; and

    (ii) specify the number of Preferred Securities to be exchanged for Debentures by the Trust.

    (d) No less than three Business Days prior to the Change of Control Repurchase Date:

     (i) if the Preferred Securities to be exchanged are represented by a Global Preferred Security, the Property Trustee shall make, in accordance with the instructions of the Exchange Agent, the necessary endorsement to the "Schedule of Increases or Decreases in Global Preferred Security" attached to the Global Preferred Security to reduce the amount of Preferred Securities

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represented thereby and shall instruct the Debenture Trustee to transfer to the Exchange Agent a corresponding Accreted Value of Debentures; and

    (ii) if the Preferred Securities to be exchanged are represented by Definitive Preferred Securities, (x) the Holder of such Preferred Securities shall present such Definitive Preferred Securities to the Property Trustee for cancellation and the Property Trustee shall so notify the Registrar and (y) the Property Trustee shall instruct the Debenture Trustee to deliver to such Holder, definitive Debentures having an Accreted Value equal to the Accreted Value of the cancelled Preferred Securities of such Holder.

    (e) On the Change of Control Repurchase Date, the Debenture Issuer shall repurchase, pursuant to the Indenture, the Debentures which were the subject of an exchange notice received by the Debenture Issuer pursuant to Section 6.8(c) at the Change of Control Repurchase Price.

Section 6.9  Redemption.

    (a) Except as provided in Sections 6.7 and 6.8, upon the repayment of the Debentures held by the Trust, in whole or in part, whether at Stated Maturity (as adjusted in connection with a Remarketing, if applicable) or otherwise, the proceeds from such repayment shall be simultaneously applied by the Property Trustee (subject to the Property Trustee having received notice no later than 45 days prior to such repayment) to redeem a Like Amount of the Securities at a redemption price equal to the redemption price in respect of the Debentures plus an amount equal to accumulated and unpaid Distributions on the Securities through the date of redemption (the "Redemption Price"). The Redemption Price shall be payable on the date of redemption (the "Redemption Date") only to the extent that the Trust has sufficient funds available for the payment of such Redemption Price.

    (b) If the Debentures are repaid in part, the Securities shall be redeemed in part. Except as provided in Section 6.13, the proceeds from such repayment of Debentures shall be allocated on a Pro Rata basis to the redemption of the Securities.

    (c) The procedure with respect to redemptions of Securities shall be as follows:

     (i) Notice of any redemption of Securities (a "Redemption Notice"), which notice shall be irrevocable, shall be given by the Trust by mail to each Holder of Securities to be redeemed not fewer than 30 nor more than 60 days before the Redemption Date, which shall be the date fixed for repayment of the Debentures. A Redemption Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to Holders. No defect in the Redemption Notice or in the mailing of the Redemption Notice with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.

    (ii) Each Redemption Notice shall be sent by the Property Trustee on behalf of the Trust to:

    (A) in respect of the Preferred Securities, the Clearing Agency or its nominee (or any successor Clearing Agency or its nominee) if the Global Preferred Securities have been issued or, the Holders thereof if Definitive Preferred Securities have been issued, and

    (B) in respect of the Common Securities, the Holder (or Holders) thereof.

    (iii) Once the Trust gives a Redemption Notice:

    (A) with respect to Preferred Securities issued in book-entry form, by 12:00 noon (New York City time) on the Redemption Date of such Preferred Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in connection with the related repayment of the Debentures by 10:00 a.m. (New York City time) on the maturity date, the Property Trustee shall deposit irrevocably with the Clearing Agency or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to such Global Preferred Securities and shall give the Clearing

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Agency irrevocable instructions and authority to pay the Redemption Price to the relevant Clearing Agency Participants, and

    (B) with respect to Preferred Securities issued in definitive form and Common Securities, by 12:00 noon (New York City time) on the Redemption Date of such Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in connection with the related repayment of the Debentures by 10:00 a.m. (New York City time) on the maturity date, the Property Trustee shall deposit irrevocably with the Paying Agent funds sufficient to pay the applicable Redemption Price with respect to such Definitive Preferred Securities and Common Securities and shall give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the relevant Holders upon surrender of their Certificates evidencing their Securities.

    (iv) If a Redemption Notice shall have been given and funds deposited as required, then, immediately prior to the close of business on the Redemption Date, Distributions shall cease to accumulate on the Securities called for redemption and all rights of Holders of Securities called for redemption, except the right of such Holders to receive the Redemption Price (but without interest on such Redemption Price), shall cease, and such Securities shall cease to be outstanding.

    (v) Payment of accumulated and unpaid Distributions on the Redemption Date of the Securities shall be subject to the rights of Holders on the close of business on a Regular Record Date in respect of a Distribution Date occurring prior to or on such Redemption Date.

    (vi) If any Redemption Date is not a Business Day, payment of the Redemption Price payable on such Redemption Date shall be made on the next day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such next Business Day falls in the next calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date such payment was originally payable.

   (vii) If payment of the Redemption Price in respect of any Securities called for redemption is improperly withheld or refused and not paid either by the Property Trustee or by the Sponsor pursuant to the Guarantee, Distributions on such Securities shall continue to accumulate from the redemption date originally established by the Trust to the date such Redemption Price is actually paid, in which case the actual payment date shall be the Redemption Date for purposes of calculating the Redemption Price.

   (viii) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws and banking laws), the Sponsor or any of its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the open market or by private agreement.

Section 6.10  Distribution of Debentures in Exchange for Securities Upon the Occurrence of a Special Event.

    (a) If at any time either a Tax Event or an Investment Company Act Event occurs (each, a "Special Event") and certain conditions set forth in Section 6.10(b) are satisfied, the Administrative Trustees may dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, cause the Debentures held by the Property Trustee to be distributed to the Holders in liquidation of such Holders' interests in the Trust on a Pro Rata basis, upon not less than 30 nor more than 60 days notice, within the 90 days following the occurrence of such Special Event (the "90 Day Period"), and, simultaneous with such distribution, to cause a Like Amount of the Securities to be exchanged by the Trust on a Pro Rata basis.

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    (b) The dissolution of the Trust and distribution of the Debentures pursuant to Section 6.10(a) shall be permitted only upon satisfaction of the following three conditions:

     (i) the receipt by the Administrative Trustees of an Opinion of Counsel, rendered by an independent law firm having a recognized national tax practice, to the effect that the Holder shall not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of the Debentures (a "No Recognition Opinion"); provided that if a Special Event occurs and the Administrative Trustees are informed by an independent counsel that such counsel cannot deliver a No Recognition Opinion to the Trust, and thus a dissolution of the Trust and distribution of the Debentures shall not be permitted, the Debenture Issuer shall have the right to cause a Remarketing of the Preferred Securities as set forth in Section 6.6 within the 90 Day Period;

    (ii) neither the Trust nor the Debenture Issuer being able to eliminate, which elimination shall be complete within the 90 Day Period, such Special Event by taking some ministerial action (such as filing a form, making an election or pursuing some other reasonable measure) that:

    (A) has no material adverse effect on the Trust, the Debenture Issuer or the Holders; or

    (B) does not subject any of them to more than de minimis regulatory requirements; and

    (iii) the receipt by the Administrative Trustees of the prior written consent of the Debenture Issuer.

    (c) Notice of any distribution of Debentures in exchange for the Securities (a "Debenture Distribution Notice"), which notice shall be irrevocable, shall be given by the Trust by mail to each Holder of Securities not fewer than 30 nor more than 60 days before the date of distribution of the Debentures. A Debenture Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to Holders. No defect in the Debenture Distribution Notice or in the mailing of the Debenture Distribution Notice with respect to any Holder shall affect the validity of the exchange proceedings with respect to any other Holder.

    Each Debenture Distribution Notice shall be sent by the Property Trustee on behalf of the Trust to:

     (i) in respect of the Preferred Securities, the Clearing Agency or its nominee (or any successor Clearing Agency or its nominee) if the Global Preferred Securities have been issued or, the Holders thereof if Definitive Preferred Securities have been issued, and

    (ii) in respect of the Common Securities, the Holder (or Holders) thereof.

    (d) On and from the date fixed by the Property Trustee for any distribution of Debentures and liquidation of the Trust:

     (i) the Securities no longer shall be deemed to be outstanding;

    (ii) the Clearing Agency or its nominee (or any successor Clearing Agency or its nominee), as the Holder of the Preferred Securities, will receive a registered global certificate or certificates representing the Debentures to be delivered upon such distribution; and

    (iii) any certificates representing Securities not held by the Clearing Agency or its nominee (or any successor Clearing Agency or its nominee) shall be deemed to represent Debentures having an aggregate principal amount equal to the aggregate liquidation amount of such Securities and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Securities, until such certificates are presented for cancellation, at which time the Debenture Issuer shall issue, and the Debenture Trustee shall authenticate, a certificate representing such Debentures.

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    (e) In the event of a dissolution of the Trust and a distribution of the Debentures, pursuant to the Indenture, the Debenture Issuer shall have the same rights, and shall be subject to the same terms and conditions, to cause a Remarketing of the Debentures as the Sponsor has and is subject to under Section 6.6 to cause a Remarketing of the Preferred Securities.

Section 6.11  Voting Rights of the Preferred Securities.

    (a) Except as provided under this Section 6.11 and 11.1 and as otherwise required by the Business Trust Act, this Declaration and other applicable law, the Holders of the Preferred Securities shall have no voting rights.

    (b) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 6.11(d), the Holders of a Majority in Liquidation Amount of the Preferred Securities, voting separately as a class, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or to direct the exercise of any trust or power conferred upon the Property Trustee under this Declaration, including the right to direct the Property Trustee, as Holder of the Debentures, to:

    (i)  exercise the remedies available to it under the Indenture;

    (ii) consent to any amendment or modification of the Indenture or the Debentures where such consent is required; or

    (iii) waive any past default and its consequences that are waivable under Section 2.11 of the First Supplemental Indenture;

provided that if an Indenture Event of Default has occurred and is continuing, the Holders of at least 25% of the aggregate stated liquidation amount of the Preferred Securities may direct the Property Trustee to declare the principal of and premium, if any, and interest on the Debentures due and payable; and provided further that where a consent or action under the Indenture would require the consent or act of the Holders of a Super Majority of the aggregate principal amount of Debentures affected thereby, the Property Trustee may give such consent or take such action only at the written direction of the Holders of at least the proportion in aggregate liquidation amount of the Preferred Securities that the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding.

    (c) If the Property Trustee fails to enforce its rights under the Debentures after a Holder of Preferred Securities has made a written request, such Holder of Preferred Securities may institute, to the fullest extent permitted by law, a legal proceeding directly against the Debenture Issuer to enforce the Property Trustee's rights under the Indenture without first instituting any legal proceeding against the Property Trustee or any other Person. In addition, if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to make any interest, principal or other required payments when due under the Indenture, then a Holder of Preferred Securities may institute a Direct Action against the Debenture Issuer on or after the respective due date specified in the Debentures.

    (d) The Property Trustee shall notify all Holders of the Preferred Securities of any notice of any Indenture Event of Default received from the Debenture Issuer with respect to the Debentures. Such notice shall state that such Indenture Event of Default also constitutes a Trust Enforcement Event. Except with respect to directing the time, method and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clauses (i) and (ii) of Section 6.10(b), unless the Property Trustee has obtained an Opinion of Counsel, rendered by an independent law firm experienced in such matters, to the effect that the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes as a result of such action,

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and that each Holder of Preferred Securities shall be treated as owning an undivided beneficial interest in the Debentures.

    (e) If the consent of the Property Trustee, as the Holder of the Debentures, is required under the Indenture with respect to any amendment or modification of the Indenture, the Property Trustee shall request the direction of the Holders with respect to such amendment or modification and shall vote with respect to such amendment or modification as directed by a Majority in Liquidation Amount of the Securities voting together as a single class; provided that where a consent under the Indenture would require the consent of the Holders of a Super Majority of the aggregate principal amount of the Debentures, the Property Trustee may give such consent only at the direction of the Holders of at least the proportion in aggregate liquidation amount of the Securities that the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. The Property Trustee shall not take any such action in accordance with the directions of the Holders of the Securities unless the Property Trustee has obtained an Opinion of Counsel, rendered by an independent law firm experienced in such matters, to the effect that the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes as a result of such action, and that each Holder of Securities will be treated as owning an undivided beneficial interest in the Debentures.

    (f)  A waiver of an Indenture Event of Default with respect to the Debentures shall constitute a waiver of the corresponding Trust Enforcement Event.

    (g) Any required approval or direction of the Holders of the Preferred Securities may be given at a separate meeting of the Holders of the Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Securities or pursuant to written consent. The Administrative Trustees shall cause a notice of any meeting at which Holders of the Preferred Securities are entitled to vote to be mailed to each Holder of record of Preferred Securities. Each such notice shall include a statement setting forth:

    (i)  the date of such meeting;

    (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote; and

    (iii) instructions for the delivery of proxies.

    (h) No vote or consent of the Holders of the Preferred Securities shall be required for the Trust to redeem and cancel the Preferred Securities or distribute the Debentures in accordance with this Declaration and the terms of the Securities.

    (i)  Notwithstanding that the Holders of the Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Preferred Securities that are owned at such time by the Sponsor, the Trustees or any Affiliate of the Sponsor or any Trustee shall not be entitled to vote or consent and shall be treated, for purposes of such vote or consent, as if such Preferred Securities were not outstanding.

    (j)  Except as provided under Section 6.11(k), the Holders of the Preferred Securities shall have no rights to appoint or remove the Trustees, who may be appointed, removed or replaced solely by the Holders of the Common Securities.

    (k) If an Indenture Event of Default has occurred and is continuing, the Property Trustee and the Delaware Trustee may be removed and replaced by a Majority in Liquidation Amount of the Preferred Securities.

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Section 6.12  Voting Rights of the Common Securities.

    (a) Except as provided in Section 5.1(b), this Section 6.12 and Section 11.1 and as otherwise required by the Business Trust Act, the Trust Indenture Act or other applicable law, the Holders of the Common Securities shall have no voting rights.

    (b) Subject to Section 6.11(k), the Holders of the Common Securities shall be entitled to vote to appoint, remove or replace any Trustee or to increase or decrease the number of Trustees in accordance with Article V.

    (c) Subject to Section 2.6 and only after all Trust Enforcement Events with respect to the Preferred Securities have been cured, waived or otherwise eliminated and subject to the requirement of the Property Trustee obtaining an Opinion of Counsel, rendered by an independent law firm experienced in such matters, in certain circumstances set forth in this Section 6.12(c), the Holders of the Common Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or to direct the exercise of any trust or power conferred upon the Property Trustee under this Declaration, including the right to direct the Property Trustee, as the holder of the Debentures, to:

    (i)  exercise the remedies available to it under the Indenture;

    (ii) consent to any amendment or modification of the Indenture or the Debentures where such consent is required; or

    (iii) waive any past default and its consequences that are waivable under Section 2.11 of the First Supplemental Indenture;

provided that where a consent or action under the Indenture would require the consent or act of the Holders of a Super Majority of the aggregate principal amount of Debentures affected thereby, only the Holders of at least the proportion in aggregate liquidation amount of the Common Securities that the relevant Super Majority represents of the aggregate principal amount of the Debentures may direct the Property Trustee to give such consent or take such action. Except with respect to directing the time, method and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clauses (i) and (ii) of this Section 6.11(c) unless the Property Trustee has obtained an Opinion of Counsel, rendered by an independent law firm experienced in such matters, to the effect that the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes as a result of such action, and each Holder will be treated as owning an undivided beneficial interest in the Debentures.

    (d) If the Property Trustee fails to enforce its rights under the Debentures after the Holders of the Common Securities have made a written request pursuant to Section 6.11(c), the Holders of the Common Securities may institute, to the fullest extent permitted by law, a legal proceeding directly against the Debenture Issuer to enforce the Property Trustee's rights under the Debentures without first instituting any legal proceeding against the Property Trustee or any other Person.

    (e) A waiver of an Indenture Event of Default with respect to the Debentures shall constitute a waiver of the corresponding Trust Enforcement Event.

    (f)  Any required approval or direction of the Holders of the Common Securities may be given at a separate meeting of the Holders of the Common Securities convened for such purpose, at a meeting of all of the Holders of the Securities or pursuant to written consent. The Administrative Trustees shall cause a notice of any meeting at which the Holders of the Common Securities are entitled to vote to be mailed to the Holders of the Common Securities. Such notice shall include a statement setting forth:

    (i)  the date of such meeting;

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    (ii) a description of any resolution proposed for adoption at such meeting on which the Holders of the Common Securities are entitled to vote; and

    (iii) instructions for the delivery of proxies.

    (g) No vote or consent of the Holders of the Common Securities shall be required for the Trust to redeem and cancel the Common Securities or to distribute the Debentures in accordance with this Declaration and the terms of the Securities.

Section 6.13  Ranking.

    The Preferred Securities rank pari passu with the Common Securities and payment thereon shall be made on a Pro Rata basis with the Common Securities, except that, if a Trust Enforcement Event occurs and is continuing, no payments in respect of Distributions on, or payments upon liquidation, redemption or otherwise with respect to, the Common Securities shall be made until the Holders of the Preferred Securities shall be paid in full the Distributions, Redemption Price, Liquidation Distribution and other payments to which they are entitled at such time.

Section 6.14  Registrar, Paying Agent and Transfer Agent.

    The Trust shall maintain in the Borough of Manhattan, The City of New York:

     (i) an office or agency where Preferred Securities may be presented for registration of transfer ("Registrar"),

    (ii) an office or agency where Definitive Preferred Securities may be presented for payment, if any Preferred Securities are not represented by one or more Global Preferred Securities ("Paying Agent"); and

    (iii) an office or agency where Securities may be presented for transfer and exchange ("Transfer Agent").

    The Registrar shall keep a register of the Preferred Securities and of their transfer. The term "Registrar" includes any additional registrar, "Paying Agent" includes any additional paying agent and the term "Transfer Agent" includes any additional transfer agent. The Administrative Trustees on behalf of the Trust may appoint the Registrar, the Paying Agent and the Transfer Agent. If the Administrative Trustees fail to appoint or maintain another entity as Registrar, Paying Agent or Transfer Agent, the Property Trustee shall act as such. The Trust or any of its Affiliates may act as Paying Agent, Registrar, or Transfer Agent. The Administrative Trustees on behalf of the Trust may change any Registrar, Paying Agent or Transfer Agent without prior notice to any Holder. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Administrative Trustees. The Administrative Trustees on behalf of the Trust shall notify the Property Trustee and the Holders of any change in the location of the office or agency of any Agent.

    The Trust shall act as Paying Agent, Registrar and Transfer Agent for the Common Securities.

    The Trust initially appoints the Property Trustee as Registrar, Paying Agent, and Transfer Agent for the Preferred Securities.

Section 6.15  Paying Agent to Hold Money in Trust.

    The Trust shall require each Paying Agent other than the Property Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Property Trustee all money held by the Paying Agent for the payment of Distributions, Redemption Price or Liquidation Amounts, and will notify the Property Trustee if there are insufficient funds for such purpose. While any such insufficiency continues, the Property Trustee may require a Paying Agent to pay all money held by it to the Property Trustee. The Trust at any time may require a Paying Agent to pay all money held by it to the Property Trustee and to account for any money disbursed by it. Upon payment over to the Property Trustee, the

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Paying Agent (if other than the Trust or an Affiliate of the Trust) shall have no further liability for the money. If the Trust or the Sponsor or any Affiliate of the Trust or the Sponsor acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.

Section 6.16  Replacement Securities.

    If a Holder claims that a Security owned by it has been lost, destroyed or wrongfully taken or if such Security is mutilated and is surrendered to the Trust or in the case of the Preferred Securities to the Property Trustee, the Trust shall issue and the Property Trustee shall, upon written order of the Trust, authenticate a replacement Security if the Property Trustee's and the Trust's requirements, as the case may be, are met. An indemnity bond must be provided by the Holder which, in the judgment of the Property Trustee, is sufficient to protect the Trustees, the Sponsor, the Trust or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Trust may charge such Holder for its expenses in replacing a Security.

Section 6.17  Outstanding Preferred Securities.

    The Preferred Securities outstanding at any time are all the Preferred Securities authenticated by the Property Trustee and, in the case of the Global Preferred Securities, specified in the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto (or on the books and records of the Property Trustee and the Clearing Agency or its nominee), except for those canceled by it, those delivered to it for cancellation, and those described in this Section as not outstanding.

    A Preferred Security does not cease to be outstanding because the Sponsor, one of the Trustees or any Affiliate of the Sponsor or any of the Trustees owns the Security.

Section 6.18  Preferred Securities in Treasury.

    In determining whether the Holders of the required amount of Securities have concurred in any direction, waiver or consent, Preferred Securities owned by the Sponsor, the Trustees or any Affiliate of the Sponsor or any Trustees, as the case may be, shall be disregarded and deemed not to be outstanding, except that for the purposes of determining whether the Property Trustee shall be fully protected in relying on any such direction, waiver or consent, only Securities which a Responsible Officer of the Property Trustee actually knows are so owned shall be so disregarded.

Section 6.19  Deemed Security Holders.

    The Trustees may treat the Person in whose name any Security shall be registered on the books and records of the Trust as the sole owner of such Security for purposes of receiving Distributions and for all other purposes whatsoever. Accordingly, the Trustees shall not be bound to recognize any equitable or other claim to or interest in such Security on the part of any Person, whether or not the Trust shall have actual or other notice thereof.

Section 6.20  Cancellation.

    The Trust at any time may deliver Preferred Securities to the Property Trustee for cancellation. The Registrar, Paying Agent and Transfer Agent shall forward to the Property Trustee any Preferred Securities surrendered to them for registration of transfer, redemption, exchange or payment. The Property Trustee shall promptly cancel all Preferred Securities surrendered for registration of transfer, redemption, exchange, payment, replacement or cancellation and shall dispose of cancelled Preferred Securities as the Trust directs in writing, provided that the Property Trustee shall not be obligated to destroy Preferred Securities. The Trust may not issue new Preferred Securities to replace Preferred Securities that it has paid or that have been delivered to the Property Trustee for cancellation or that any Holder has exchanged.

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Section 6.21  CUSIP Numbers.

    The Trust in issuing the Preferred Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall use "CUSIP" numbers in Redemption Notices, Distribution Notices and notices of Remarketing or as a convenience to Holders of Preferred Securities; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Preferred Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Preferred Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Sponsor will promptly notify the Property Trustee of any change in the CUSIP numbers.

Section 6.22  Global Preferred Securities; Legends

    (a) Preferred Securities offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more permanent global notes in registered form without interest coupons, in substantially the form set forth in Exhibit A (a "Rule 144A Global Preferred Security"), deposited with the Property Trustee, as custodian for the Clearing Agency, duly executed by each Issuer and authenticated by the Property Trustee as hereinafter provided.

    Preferred Securities offered and sold in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued initially in the form of one or more global notes in registered form without interest coupons, in substantially the form set forth in Exhibit A (a "Restricted Regulation S Global Preferred Security"), which shall be deposited with the Property Trustee, as custodian for the Clearing Agency, and registered in the name of the Clearing Agency or the nominee of the Clearing Agency for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by each Issuer and authenticated by the Agent as hereinafter provided. The one-year restricted period (as defined in Regulation S, the "Restricted Period") for any Preferred Security shall be terminated upon the receipt by the Property Trustee of

    (i)  a written certificate from the Clearing Agency, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the interests in the Restricted Regulation S Global Preferred Security (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial interest in a 144A Global Preferred Security, and

    (ii) an Officers' Certificate from the Issuers.

    Following the termination of the Restricted Period, beneficial interests in a Restricted Regulation S Global Preferred Security shall be exchanged for beneficial interests in one or more permanent global notes in registered form without interest coupons, in substantially the form set forth in Exhibit A (a "Regulation S Permanent Global Preferred Security" and collectively with the Restricted Regulation S Global Preferred Security, the "Regulation S Global Preferred Securities") pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Preferred Securities, the Property Trustee shall cancel the Restricted Regulation S Global Preferred Securities with respect to such series. The aggregate principal amount of the Restricted Regulation S Global Preferred Securities of each series and the Regulation S Permanent Global Preferred Securities of each series may from time to time be increased or decreased by adjustments made on the records of the Property Trustee and the Clearing Agency or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

    The Rule 144A Global Preferred Securities, the Restricted Regulation S Global Preferred Securities and the Regulation S Permanent Global Preferred Securities are collectively referred to herein as the "Global Preferred Securities."

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    The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in the Restricted Regulation S Global Preferred Securities and the Regulation S Global Preferred Securities that are held by Participants through Euroclear or Clearstream.

    (b) Every Global Preferred Security authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend in substantially the following form:

"THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE UNIT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE UNIT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

    Unless and until the Preferred Securities have been registered as contemplated in the Resale Registration Rights Agreement, or otherwise, every certificate authenticated, executed and delivered hereunder shall bear a legend in substantially the following form:

THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO WASHINGTON MUTUAL OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT (IF AVAILABLE), (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE

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SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE) SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS WASHINGTON MUTUAL MAY REASONABLY REQUIRE, TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE RESALE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.

    Each Restricted Regulation S Global Preferred Security shall bear the following legend on the face thereof:

PRIOR TO EXPIRATION OF THE ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT (A) TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER.

    (c) An Administrative Trustee shall execute, and the Property Trustee shall authenticate and deliver, one or more Global Preferred Securities that:

    (i)  shall be registered in the name of the Clearing Agency or the nominee of such Clearing Agency; and

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    (ii) shall be delivered by the Property Trustee to such Clearing Agency or pursuant to such Clearing Agency's instructions.

The Global Preferred Securities shall represent such of the outstanding Preferred Securities as shall be specified in the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto (or on the books and records of the Property Trustee and the Clearing Agency or its nominee). The Global Preferred Securities shall initially represent no Preferred Securities and shall not, at any time, represent more than 20,000,000 (or 23,000,000 if the Initial Purchaser's over-allotment option with respect to the Units is exercised in full) Preferred Securities with a maximum liquidation value of $1,000,000,000 (or $1,150,000,000 if the Initial Purchaser's over-allotment option with respect to the Units is exercised in full).

    In addition, Global Preferred Securities shall bear a legend substantially to the following effect:

"This Preferred Security is a Global Preferred Security within the meaning of the Declaration hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Clearing Agency"), or a nominee of the Clearing Agency. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Clearing Agency or its nominee only in the limited circumstances described in the Declaration, and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or another nominee of the Clearing Agency) may be registered except in limited circumstances. Unless this certificate is presented by an authorized representative of the Clearing Agency to Washington Mutual Capital Trust 2001 or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Clearing Agency (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Clearing Agency), and except as otherwise provided in the Declaration, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein."

    (d) Preferred Securities not represented by a Global Preferred Security issued in exchange for all or a part of a Global Preferred Security pursuant to this Section 6.22 shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver any Preferred Securities not represented by a Global Preferred Security to the Persons in whose names such Definitive Preferred Securities are so registered.

    (e) At such time as all interests in Global Preferred Securities have been redeemed, repurchased or canceled, such Global Preferred Securities shall be canceled, upon receipt thereof, by the Property Trustee in accordance with standing procedures of the Clearing Agency. At any time prior to such cancellation, if any interest in a Global Preferred Security is exchanged for Preferred Securities not represented by a Global Preferred Security, redeemed, canceled or transferred to a transferee who receives Preferred Securities not represented by a Global Preferred Security, or if any Preferred Security not represented by a Global Preferred Security is exchanged or transferred for part of a Global Preferred Security, then, in accordance with the standing procedures of the Clearing Agency, the aggregate stated liquidation amount of such Global Preferred Security shall be reduced or increased, as the case may be, and an endorsement shall be made on such Global Preferred Security by the Property Trustee to reflect such reduction or increase in the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto.

    (f)  The Trust and the Property Trustee, as the authorized representative of the Holders of the Preferred Securities, may deal with the Clearing Agency for all purposes of this Declaration, including

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the making of payments due on the Preferred Securities and exercising the rights of Holders of the Preferred Securities hereunder. The rights of any Preferred Security Beneficial Owners shall be limited to those established by law and agreements between such owners and Clearing Agency Participants; provided that no such agreement shall give to any Person any rights against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Clearing Agency as the Holder of the Preferred Securities represented by Global Preferred Securities with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Preferred Securities in excess of those held in the name of the Clearing Agency or its nominee.

    (g) If at any time the Clearing Agency notifies the Trust that it is unwilling or unable to continue as Clearing Agency for the Preferred Securities or if at any time the Clearing Agency no longer is eligible to serve as Clearing Agency, the Administrative Trustees shall appoint a successor Clearing Agency with respect to the Preferred Securities. If a successor Clearing Agency is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust's election that the Preferred Securities be represented by one or more Global Preferred Securities shall no longer be effective, and an Administrative Trustee shall execute, and the Property Trustee shall authenticate and deliver, Definitive Preferred Securities, in any authorized denominations, in an aggregate stated liquidation amount equal to the aggregate stated liquidation amount of the Global Preferred Securities representing the Preferred Securities, in exchange for such Global Preferred Securities. An Administrative Trustee also shall execute, and the Property Trustee also shall authenticate and deliver, Definitive Preferred Securities, in any authorized denominations, in an aggregate stated liquidation amount equal to the aggregate stated liquidation amount of the Global Preferred Securities representing the Preferred Securities, in exchange for such Global Preferred Securities, if (1) the Sponsor in its sole discretion elects to cause the issuance of the Preferred Securities in definitive form or (2) there shall have occurred and be continuing any event which after notice or lapse of time or both would be a Trust Enforcement Event.

    (h) The Administrative Trustees at any time and in their sole discretion may determine that the Preferred Securities issued in the form of one or more Global Preferred Securities shall no longer be represented by Global Preferred Securities. In such event an Administrative Trustee on behalf of the Trust shall execute, and the Property Trustee shall authenticate and deliver, Definitive Preferred Securities, in any authorized denominations, in an aggregate stated liquidation amount equal to the aggregate stated liquidation amount of the Global Preferred Securities representing the Preferred Securities, in exchange for such Global Preferred Securities.

    (i)  Notwithstanding any other provisions of this Declaration (other than the provisions set forth in Section 7.1), Global Preferred Securities may not be transferred as a whole except by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or another nominee of the Clearing Agency or by the Clearing Agency or any such nominee to a successor Clearing Agency or a nominee of such successor Clearing Agency.

    (j)  Interests of Preferred Security Beneficial Owners may be transferred or exchanged for Preferred Securities not represented by a Global Preferred Security, and Preferred Securities not represented by a Global Preferred Security may be transferred or exchanged for a Global Preferred Security or Securities, in accordance with rules of the Clearing Agency and the provisions of Section 7.1.

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ARTICLE VII
TRANSFER OF SECURITIES

Section 7.1  Transfer of Securities.

    (a) The Preferred Securities may be transferred, in whole or in part, only in accordance with the terms and conditions set forth in this Declaration and in the terms of the Preferred Securities. To the fullest extent permitted by law, any transfer or purported transfer of any Preferred Security not made in accordance with this Declaration shall be null and void.

    (b) Subject to this Section 7.1 and Section 6.22, the Preferred Securities shall be freely transferrable.

    (c) The Common Securities shall not be transferrable except as provided in the Indenture.

    (d) The Trust shall cause to be kept at the Corporate Trust Office the books and records in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Preferred Securities and of transfers of Preferred Securities.

    (e) Upon surrender for registration of transfer of any Preferred Securities at an office or agency of the Trust designated for such purpose, an Administrative Trustee shall execute, and the Property Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Preferred Securities of any authorized denominations and of a like aggregate principal amount.

    (f)  At the option of the Holder, Preferred Securities may be exchanged for other Preferred Securities of any authorized denominations and of a like aggregate stated liquidation amount, upon surrender of the Preferred Securities to be exchanged at such office or agency. Whenever any Preferred Securities are so surrendered for exchange, an Administrative Trustee shall execute, and the Property Trustee shall authenticate and deliver, the Preferred Securities that the Holder making the exchange is entitled to receive.

    (g) If so required by the Property Trustee, every Preferred Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Property Trustee and the Registrar, by the Holder thereof or his attorney duly authorized in writing.

    (h) No service charge shall be made for any registration of transfer or exchange of Preferred Securities, but the Trust may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Preferred Securities.

    (i)  If the Preferred Securities are to be redeemed in part, neither the Administrative Trustees nor the Trust shall be required to register the transfer of or exchange any Preferred Securities:

     (i) during a period beginning on the opening of business 15 days before the day of the mailing of a Redemption Notice or any notice of selection of Securities for redemption; or

    (ii) so selected for redemption, except the unredeemed portion of any such Preferred Securities being redeemed in part.

    (j)  Special Transfer Provisions.

    The following provisions will apply prior to the registration of the Preferred Securities pursuant to the Resale Registration Rights Agreement, or otherwise:

    The Securities Act Legend shall not be removed from the applicable Preferred Securities except as provided in this Section. The Securities Act Legend may be removed from a Rule 144A Preferred

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Security if there is delivered to the Sponsor and the Property Trustee a certification in the form of Exhibit E hereto and such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Sponsor, that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Rule 144A Preferred Security will not violate the registration requirements of the Securities Act. Upon provision of such certification and any such satisfactory evidence, the Property Trustee shall authenticate and deliver in exchange for such Rule 144A Preferred Security or Preferred Securities having an equal aggregate amount that does not bear the Securities Act Legend. If the Securities Act Legend has been removed from a Preferred Security as provided above, no other Preferred Security issued in exchange for all or any part of such Preferred Security shall bear such legend, unless the Sponsor has reasonable cause to believe that such other Preferred Security is a "restricted security" within the meaning of Rule 144 under the Securities Act and instructs the Property Trustee to cause the Securities Act Legend to appear thereon.

    Before the termination of the Restricted Period, transfers by an owner of a beneficial interest in the Regulation S Global Preferred Security to a transferee who takes delivery of such interest through the Rule 144A Preferred Security will be made only in accordance with the procedures of DTC, to the extent applicable, and upon receipt by the Property Trustee of a written certification from the transferor of the beneficial interest in the form of Exhibit D to the effect that such transfer is being made to a Person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the end of the Restricted Period, such certification requirement will no longer apply to such transfers.

    Transfers by an owner of a certificated Preferred Security bearing the Securities Act Legend or of a beneficial interest in the Rule 144A Preferred Security to a transferee who takes delivery of such interest through the Regulation S Global Preferred Security or in the form of a certificated Preferred Security not bearing the Securities Act Legend will be made only upon receipt by the Property Trustee of a written certification from the transferor in the form of Exhibit C to the effect that such transfer is being made in accordance with Regulation S.

    Upon any such exchange or transfer of all or a portion of any Global Preferred Security for a certificated Preferred Security or an interest in either the Rule 144A Preferred Security or the Regulation S Global Preferred Security, the Global Preferred Security from which an interest is to be so exchanged or transferred will be marked to reflect the reduction of its principal amount or number, as applicable, by the aggregate principal amount or number of such certificated Preferred Security or the interest to be so exchanged or transferred for an interest in a Regulation S Global Preferred Security or a Rule 144A Preferred Security, as the case may be. Until so exchanged or transferred in full, such Global Preferred Security will in all respects be entitled to the same benefits under this Declaration as the Preferred Security authenticated and delivered hereunder.

    Each purchaser (other than the Initial Purchaser) of the Preferred Securities (including, without limitation, any purchaser of an interest in the Global Preferred Securities) will be deemed to have represented and agreed as follows:

    (a) It is (A) a Qualified Institutional Buyer as defined in Rule 144A and is acquiring the Preferred Securities for its own institutional account or for the account or accounts of a Qualified Institutional Buyer, or (B) purchasing Preferred Securities in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act;

    (b) It understands that the Preferred Securities are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Preferred Securities, such Preferred Securities may be resold, pledged or transferred only (A) in a transaction meeting the requirements of Rule 144A to a person who the seller reasonably believes is a Qualified Institutional Buyer that

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purchases for its own account or for the account or accounts of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (B) in accordance with Regulation S or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act;

    (c) If it is acquiring Preferred Securities or any interest or participation therein in an "offshore transaction" (as defined in Regulation S), it acknowledges that such Preferred Securities initially will be represented by the Restricted Regulation S Global Preferred Securities and that, for so long as required by Regulation S, transfers thereof or any interest or participation therein are restricted as provided in this Declaration; and

    (d) It understands that each Preferred Security will bear a legend substantially to the effect of the Securities Act Legend.

    Holders of a beneficial interest in Preferred Securities sold in reliance on Regulation S as Restricted Regulation S Global Preferred Securities are prohibited from receiving distributions or from exchanging beneficial interests in such Restricted Regulation S Global Preferred Securities for a beneficial interest in a Permanent Regulation S Global Preferred Security until the later of (i) the expiration of the Restricted Period and (ii) the furnishing of a certificate, substantially in the form of Exhibit F attached hereto, certifying that the beneficial owner of the Restricted Regulation S Global Preferred Securities is a non-United States Person (a "Regulation S Certificate").

    Notwithstanding anything to the contrary contained herein, (i) prior to the expiration of the Restricted Period, transfers of beneficial interests in a Restricted Regulation S Global Preferred Security may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser), and (ii) a beneficial interest in a Restricted Regulation S Global Preferred Security may not be exchanged for a certificated Preferred Security or transferred to a Person who takes delivery thereof in the form of a certificated Preferred Security prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

    The Registrar shall retain for at least two years copies of all letters, notices and other written communications received pursuant to this Section 7.1. The Issuers shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Section 7.2  Separation and Rejoining of Units.

    At any time after issuance, the Preferred Security and Warrant components of any Unit may be separated by the holder and thereafter transferred separately. In the event of any separation of the components of a Unit:

    (a) if such Unit is represented by a definitive certificate, the holder shall present such definitive certificate to the Unit Agent for cancellation and the Unit Agent shall so notify the Unit registrar and shall return the Preferred Security component of such Unit to the Property Trustee with an instruction to countersign and deliver to, or upon the instruction of, such holder a separated Preferred Security bearing the separate "CUSIP" number assigned to the Preferred Security; and

    (b) if such Unit is represented by a global certificate, the Unit Agent shall make the necessary endorsement to the "Schedule of Exchanges of Interests of Global Preferred Security" attached to the global unit certificate or otherwise comply with its procedures to reduce the amount of Units represented thereby and shall instruct the Property Trustee to effect a

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corresponding increase in the Preferred Securities represented by the Global Preferred Securities bearing a separate "CUSIP" number.

    Once separated, a Preferred Security and Warrant may be rejoined to form a Unit. In the event a holder of a Preferred Security and a Warrant desires to rejoin a Unit:

     (i) if the constituent components are represented by definitive certificates, the holder shall present (A) the Preferred Security to the Property Trustee and (B) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent, who shall in turn so notify the Unit registrar with an instruction for the Unit registrar to countersign and deliver to, or upon the instruction of, such holder a Unit certificate bearing the separate "CUSIP" number assigned to the Units; and

    (ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary endorsement to their respective global certificates or otherwise comply with their procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct the Unit Agent to effect a corresponding increase in the Units represented by the global unit certificate bearing a separate "CUSIP" number. The Property Trustee shall make such other necessary endorsements to the Global Preferred Securities consistent with the terms of this agreement to reflect the appropriate number of Units and Preferred Securities, as appropriate, represented thereby.

Section 7.3  Book-Entry Interests.

    Unless Definitive Preferred Securities have been issued to the Preferred Security Beneficial Owners pursuant to Sections 6.21(e) and 6.21(f):

    (a) the provisions of this Section 7.3 shall be in full force and effect;

    (b) to the extent that the provisions of this Section 7.3 conflict with any other provisions of this Declaration, the provisions of this Section 7.3 shall control;

    (c) the Trust, the Sponsor and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Declaration (including the payment of Distributions on the Global Preferred Securities and receiving approvals, votes or consents hereunder) as the Holder of the Preferred Securities and the absolute owner of the Global Preferred Securities for all purposes whatsoever and shall have no obligation to the Preferred Security Beneficial Owners; and

    (d) the rights of the Preferred Security Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Preferred Security Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants. The Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and shall receive and transmit payments of Distributions on the Global Preferred Securities to such Clearing Agency Participants; provided that solely for the purposes of determining whether the Holders of the requisite liquidation amount of Preferred Securities have voted on any matter provided for in this Declaration, so long as Definitive Preferred Securities have not been issued and the Preferred Securities remain in the form of one or more Global Preferred Securities, the Trustees may rely conclusively on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustees by the Clearing Agency setting forth the votes of the Preferred Security Beneficial Owners or assigning the right to vote on any matter to any other Persons either in whole or in part.

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Section 7.4  Notices to Clearing Agency.

    Whenever a notice or other communication to the Preferred Security Holders is required under this Declaration, the Trustees shall give all such notices and communications specified herein to be given to the Holders of Global Preferred Securities to the Clearing Agency, and shall have no notice obligations to the Preferred Security Beneficial Owners.

Section 7.5  Appointment of Successor Clearing Agency.

    If any Clearing Agency elects to discontinue its services as securities depositary with respect to the Preferred Securities, the Administrative Trustees may, in their sole discretion, appoint a successor Clearing Agency with respect to such Preferred Securities.

ARTICLE VIII
DISSOLUTION AND TERMINATION OF THE TRUST

Section 8.1  Dissolution and Termination of the Trust.

    (a) The Trust shall automatically dissolve upon the earliest to occur of:

     (i) the bankruptcy of the Sponsor;

    (ii) the filing of a certificate of dissolution or its equivalent with respect to the Sponsor; or the revocation of the Sponsor's charter and the expiration of 90 days after the date of revocation without a reinstatement thereof;

    (iii) the entry of a decree of judicial dissolution of the Sponsor or the Trust by a court of competent jurisdiction;

    (iv) the time when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities;

    (v) the written notice from the Sponsor directing the Property Trustee to distribute the Debentures to the Holders in exchange for all of the Securities; provided that the Sponsor has provided to the Property Trustee an Opinion of a Counsel experienced in such matters to the effect that the Holders will not recognize any gain or loss for United States federal income tax purposes as a result of the distribution of Debentures and the dissolution of the Trust;

    (vi) the time when all of the Administrative Trustees and the Sponsor have consented to the dissolution of the Trust, provided that such action is taken before the issuance of any Securities; and

   (vii) the expiration of the term of the Trust provided in Section 3.14.

    (b) As soon as is practicable after the occurrence of an event referred to in Section 8.1(a), the Administrative Trustees shall terminate the Trust by executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware.

    (c) The provisions of Section 4.2 and Article IX shall survive the termination of the Trust.

Section 8.2  Liquidation Distribution Upon Dissolution or Termination of the Trust.

    (a) In the event of any voluntary or involuntary dissolution, liquidation, winding-up or termination of the Trust pursuant to Section 8.1(a)(i), 8.1(a)(ii), 8.1(a)(iii) or 8.1(a)(v) (each a "Liquidation"), the Trust shall be liquidated by the Administrative Trustees as expeditiously as the Administrative Trustees determine to be possible by distributing to the Holders, after satisfaction of liabilities to creditors of the Trust, if any, as provided by applicable law, Debentures in an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate identical to the Distribution rate of, and

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accrued and unpaid interest equal to accumulated and unpaid Distributions on, such Securities in exchange for such Securities.

    (b) If, notwithstanding the other provisions of this Section 8.2, distribution of the Debentures in the manner set forth in Section 8.2(a)(i) is determined by the Property Trustee not to be practical, the assets of the Trust shall be liquidated, and the Trust shall be wound-up by the Administrative Trustees in such manner as the Administrative Trustees determine. In such event, the Holders shall be entitled to receive out of the assets of the Trust available for distribution to the Holders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Accreted Value of the Securities plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such Liquidation, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay the aggregate Liquidation Distribution in full, then the amounts payable directly by the Trust on the Securities shall be paid on a Pro Rata basis, provided that if an Indenture Event of Default has occurred and is continuing, then the Preferred Securities shall have a preference over the Common Securities with regard to the Liquidation Distribution.

    (c) Notice of any distribution of Debentures in exchange for the Securities (an "Exchange Notice"), which notice shall be irrevocable, shall be given by the Administrative Trustees on behalf of the Trust by mail to each Holder at least 30 but no more than 60 days before the date fixed for such distribution. For purposes of the calculation of the date of distribution and the dates on which notices are given pursuant to this Section 8.2(c), an Exchange Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to the Holders. Each Exchange Notice shall be addressed to the Holders at the address of each such Holder appearing on the books and records of the Trust. No defect in the Exchange Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the distribution proceedings with respect to any other Holder.

    (d) On and from the date fixed for any distribution of Debentures upon dissolution of the Trust:

     (i) the Securities no longer shall be deemed to be outstanding;

    (ii) the Clearing Agency or its nominee (or any successor Clearing Agency or its nominee), as the Holder of the Preferred Securities, will receive a registered global certificate or certificates representing the Debentures to be delivered upon such distribution; and

    (iii) any certificates representing Securities not held by the Clearing Agency or its nominee (or any successor Clearing Agency or its nominee) shall be deemed to represent Debentures having an aggregate principal amount equal to the aggregate liquidation amount of such Securities and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Securities, until such certificates are presented for cancellation, at which time the Debenture Issuer shall issue, and the Debenture Trustee shall authenticate, a certificate representing such Debentures.

ARTICLE IX
LIMITATION OF LIABILITY OF THE HOLDERS, THE TRUSTEES OR OTHERS

Section 9.1  Liability.

    (a) Except as expressly set forth in this Declaration, the Guarantee and the terms of the Securities, the Sponsor shall not be:

     (i) personally liable for the return of any portion of the capital contributions (or any return thereon) of the Holders which shall be made solely from assets of the Trust; and

    (ii) required to pay to the Trust or to any Holder any deficit upon dissolution of the Trust or otherwise.

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    (b) The Sponsor, in its capacity as Debenture Issuer, shall be liable for all of the debts and obligations of the Trust (other than in respect of the Securities) to the extent such debts and obligations are not satisfied out of the Trust's assets.

    (c) Pursuant to Section 3803(a) of the Business Trust Act, the Holders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

Section 9.2  Exculpation.

    (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence (or, in the case of the Property Trustee, negligence) or willful misconduct with respect to such acts or omissions.

    (b) Each Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters such Indemnified Person reasonably believes to be within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders might properly be paid.

Section 9.3  Fiduciary Duty.

    (a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration. The provisions of this Declaration, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.

    (b) Unless otherwise expressly provided herein:

     (i) whenever a conflict of interest exists or arises between a Covered Person and an Indemnified Person; or

    (ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust or any Holder,

the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise.

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    (c) Whenever in this Declaration an Indemnified Person is permitted or required to make a decision:

     (i) in its "discretion" or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or

    (ii) in its "good faith" or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Declaration or by applicable law.

Section 9.4  Indemnification.

    (a) (i) Pursuant to the Indenture, the Debenture Issuer shall indemnify, to the fullest extent permitted by law, any Debenture Issuer Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason of the fact that he is or was a Debenture Issuer Indemnified Person against expenses (including attorneys' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Debenture Issuer Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

    (ii) The Debenture Issuer shall indemnify, to the fullest extent permitted by law, any Debenture Issuer Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that he is or was a Debenture Issuer Indemnified Person against expenses (including attorneys' fees and expenses) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such Debenture Issuer Indemnified Person shall have been adjudged to be liable to the Trust, unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

    (iii) To the extent that a Debenture Issuer Indemnified Person shall be successful on the merits or otherwise (including dismissal of an action without prejudice or the settlement of an action without admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a), or in defense of any claim, issue or matter therein, he shall be indemnified, to the fullest extent permitted by law, against expenses (including attorneys' fees and expenses) actually and reasonably incurred by him in connection therewith.

    (iv) Any indemnification under paragraphs (i) and (ii) of this Section 9.4(a) (unless ordered by a court) shall be made by the Debenture Issuer only as authorized in the specific case upon a determination that indemnification of the Debenture Issuer Indemnified Person is proper in the

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circumstances because he has met the applicable standard of conduct set forth in paragraphs (i) and (ii). Such determination shall be made:

    (A) by a majority vote of a Quorum of the Administrative Trustees who were not parties to such action, suit or proceeding;

    (B) if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested Administrative Trustees so directs, by independent legal counsel in a written opinion; or

    (C) by the Holders of the Common Securities.

    (v) Expenses (including attorneys' fees and expenses) incurred by a Debenture Issuer Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a) shall be paid by the Debenture Issuer in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Debenture Issuer Indemnified Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Debenture Issuer as authorized in this Section 9.4(a). Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer if a determination is reasonably and promptly made:

    (A) by a majority vote of a Quorum of disinterested Administrative Trustees;

    (B) if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested Administrative Trustees so directs, by independent legal counsel in a written opinion; or

    (C) the Holder of the Common Securities,

that, based upon the facts known to the Administrative Trustees, independent legal counsel or Holders of the Common Securities at the time such determination is made, such Debenture Issuer Indemnified Person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Trust, or, with respect to any criminal proceeding, that such Debenture Issuer Indemnified Person believed or had reasonable cause to believe his conduct was unlawful.

    In no event shall any advance be made in instances where the Administrative Trustees, independent legal counsel or Holders of the Common Securities reasonably determine that such person deliberately breached his duty to the Trust or the Holders.

    (vi) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 9.4(a) shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors of the Debenture Issuer or Holders of the Preferred Securities or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. All rights to indemnification under this Section 9.4(a) shall be deemed to be provided by a contract between the Debenture Issuer and each Debenture Issuer Indemnified Person who serves in such capacity at any time while this Section 9.4(a) is in effect. Any repeal or modification of this Section 9.4(a) shall not affect any rights or obligations then existing.

   (vii) The Debenture Issuer or the Trust may purchase and maintain insurance on behalf of any person who is or was a Debenture Issuer Indemnified Person against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Debenture Issuer would have the power to indemnify him against such liability under the provisions of this Section 9.4(a).

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   (viii) For purposes of this Section 9.4(a), references to "the Trust" shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section 9.4(a) with respect to the resulting or surviving entity as he would have with respect to such constituent entity if its separate existence had continued.

    (ix) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 9.4(a) shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Debenture Issuer Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a person.

    (b) The Debenture Issuer agrees to indemnify:

     (i) the Property Trustee;

    (ii) the Delaware Trustee;

    (iii) any Affiliate of the Property Trustee and the Delaware Trustee; and

    (iv) any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Property Trustee and the Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a "Fiduciary Indemnified Person")

for, and to hold each Fiduciary Indemnified Person harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of such Fiduciary Indemnified Person) incurred without gross negligence (or, in the case of the Property Trustee, negligence) or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation to indemnify as set forth in this Section 9.4(b) shall survive the satisfaction and discharge of this Declaration.

Section 9.5  Outside Businesses.

    Any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders shall have no rights by virtue of this Declaration in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

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ARTICLE X
ACCOUNTING

Section 10.1  Fiscal Year.

    The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or such other year as is required by the Code.

Section 10.2  Certain Accounting Matters.

    (a) At all times during the existence of the Trust, the Administrative Trustees shall keep, or cause to be kept, full books of account, records and supporting documents, which shall reflect in reasonable detail each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied. The books of account and the records of the Trust shall be examined by and reported upon as of the end of each Fiscal Year of the Trust by a firm of independent certified public accountants selected by the Administrative Trustees.

    (b) The Administrative Trustees shall cause to be prepared and delivered to each Holder, within 90 days after the end of each Fiscal Year of the Trust, annual financial statements of the Trust, including a balance sheet of the Trust as of the end of such Fiscal Year, and the related statements of income or loss.

    (c) The Administrative Trustees shall cause to be duly prepared and delivered to each Holder, an annual United States federal income tax information statement, required by the Code, containing such information with regard to the Securities held by each Holder as is required by the Code and the Treasury Regulations. Notwithstanding any right under the Code to deliver any such statement at a later date, the Administrative Trustees shall endeavor to deliver all such information statements within 30 days after the end of each Fiscal Year of the Trust.

    (d) The Administrative Trustees shall cause to be duly prepared and filed with the appropriate taxing authority an annual United States federal income tax return, on Form 1041 or such other form required by United States federal income tax law, and any other annual income tax returns required to be filed on behalf of the Trust with any state or local taxing authority.

Section 10.3  Banking.

    The Trust may maintain one or more bank accounts in the name and for the sole benefit of the Trust; provided, however, that all payments of funds in respect of the Debentures held by the Property Trustee shall be made directly to the Property Account and no other funds of the Trust shall be deposited in the Property Account. The sole signatories for such accounts shall be designated by the Administrative Trustees; provided, however, that the Property Trustee shall designate the signatories for the Property Account.

Section 10.4  Withholding.

    The Trust and the Administrative Trustees shall comply with all withholding requirements under United States federal, state and local law. The Administrative Trustees shall request, and the Holders shall provide to the Trust, such forms or certificates as are necessary to establish an exemption from withholding with respect to each Holder, and any representations and forms as shall reasonably be requested by the Administrative Trustees to assist them in determining the extent of, and in fulfilling, the Trust's withholding obligations. The Administrative Trustees shall file required forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder, shall remit amounts withheld with respect to the Holder to applicable jurisdictions. To the extent that the Trust is required to withhold and pay over any amounts to any authority with respect to Distributions or allocations to any Holder, the amount withheld shall be deemed to be a Distribution in the amount of

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the withholding to such Holder. In the event of any claimed over-withholding, the Holder shall be limited to an action against the applicable jurisdiction. If the amount required to be withheld was not withheld from actual Distributions made, the Trust may reduce subsequent Distributions by the amount of such withholding.

ARTICLE XI
AMENDMENTS AND MEETINGS

Section 11.1  Amendments.

    (a) Except as otherwise provided in this Declaration or by any applicable terms of the Securities, this Declaration may only be amended only by a written instrument approved and executed by:

     (i) the Sponsor;

    (ii) the Administrative Trustees (or if there are more than two Administrative Trustees a majority of the Administrative Trustees);

    (iii) if the amendment affects the rights, powers, duties, obligations or immunities of the Property Trustee, the Property Trustee; and

    (iv) if the amendment affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, the Delaware Trustee.

    (b) No amendment shall be made, and any such purported amendment shall be void and ineffective:

     (i) unless, in the case of any proposed amendment, the Property Trustee shall have first received:

    (A) an Officers' Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities); and

    (B) an Opinion of Counsel (who may be counsel to the Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities) and that all conditions precedent, if any, in this Declaration to the execution and delivery of such amendment have been satisfied; and

    (ii) to the extent the result of such amendment would be to:

    (A) cause the Trust to be classified other than as a grantor trust for purposes of United States federal income taxation;

    (B) reduce or otherwise adversely affect the powers of the Property Trustee in contravention of the Trust Indenture Act; or

    (C) cause the Trust to be deemed to be an Investment Company required to be registered under the Investment Company Act.

    (c) This declaration shall not be amended without the consent of the Sponsor, a majority of the Administrative Trustees and the Holders of at least a 66²/3% in Liquidation Amount of the Securities if such amendment would:

    (A) adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to this Declaration or otherwise; or

    (B) result in the dissolution, winding-up or termination of the Trust other than pursuant to the terms of this Declaration;

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provided that if any amendment referred to in clause (A) above would adversely affect only the Preferred Securities or the Common Securities, then only the Holders of the affected class will be entitled to vote on such amendment, and such amendment shall not be effective except with the approval of a 66²/3% in Liquidation Amount of the Holders of the class of Securities affected thereby.

    (d) Neither Article IV nor the rights of the holders of the Common Securities under Article V to increase or decrease the number of, and appoint and remove, Trustees shall be amended without the consent of the Holders of a Majority in Liquidation Amount of the Common Securities.

    (e) This Section 11.1 shall not be amended without the consent of all of the Holders.

    (f)  This Declaration may not be amended without the consent of each Holder affected thereby to:

     (i) change the amount or timing of any Distribution of the Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Securities as of a specified date;

    (ii) restrict the right of a Holder to institute suit for the enforcement of any such payment on or after the due date of such payment; or

    (iii) change the Repurchase Right of any holder of a Unit.

    (g) This Declaration may be amended without the consent of the Holders to:

     (i) cure any ambiguity;

    (ii) correct or supplement any provision in this Declaration that may be inconsistent with any other provision of this Declaration;

    (iii) add to the covenants, restrictions or obligations of the Sponsor;

    (iv) conform to any change in Rule 3a-5 or written change in interpretation or application of Rule 3a-5 by any legislative body, court, government agency or regulatory authority which amendment does not have a material adverse effect on the rights, preferences or privileges of the holders of the Securities;

    (v) modify, eliminate or add to any provisions of this Declaration to such extent as shall be necessary to ensure that the Trust will be classified as a grantor trust for United States federal income tax purposes at all times that any Securities are outstanding or to ensure that the Trust will not be required to register as an Investment Company under the Investment Company Act; or

    (vi) facilitate the tendering, remarketing and settlement of the Preferred Securities as contemplated by Section 6.6(s).

provided, however, that none of the foregoing actions shall adversely affect in any material respect the interests of the Holders, and any amendments of this Declaration shall become effective when notice thereof is given to the Holders.

Section 11.2  Meetings of the Holders; Action by Written Consent.

    (a) Meetings of the Holders of any class of Securities may be called at any time by the Administrative Trustees (or as provided in the terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are entitled to act under the terms of this Declaration, the terms of the Securities or the rules of any stock exchange on which the Preferred Securities are listed or admitted for trading. The Administrative Trustees shall call a meeting of the Holders of such class if directed to do so by the Holders of at least 10% in Liquidation Amount of such class of Securities. Such direction shall be given by delivering to the Administrative Trustees one or more notices in writing stating that the signing Holders wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Holder or Holders calling a

66

meeting shall specify in writing the Securities held by the Holder or Holders exercising the right to call a meeting and only those Securities specified shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met.

    (b) Except to the extent otherwise provided in the terms of the Securities, the following provisions shall apply to meetings of Holders:

     (i) Notice of any such meeting shall be given to all the Holders having a right to vote thereat at least seven days and not more than 60 days before the date of such meeting. Whenever a vote, consent or approval of the Holders is permitted or required under this Declaration or the rules of any stock exchange on which the Preferred Securities are listed or admitted for trading, such vote, consent or approval may be given at a meeting of the Holders. Any action that may be taken at a meeting of the Holders may be taken without a meeting if a consent in writing setting forth the action so taken is signed by the Holders owning not less than the minimum amount of Securities in liquidation amount that would be necessary to authorize or take such action at a meeting at which all Holders having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Holders entitled to vote who have not consented in writing. The Administrative Trustees may specify that any written ballot submitted to the Holders for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Administrative Trustees.

    (ii) Each Holder may authorize any Person to act for it by proxy on any and all matters in which such Holder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Holder executing such proxy. Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders were stockholders of a Delaware corporation.

    (iii) Each meeting of the Holders shall be conducted by the Administrative Trustees or by such other Person that the Administrative Trustees may designate.

    (iv) Unless the Business Trust Act, this Declaration, the terms of the Securities, the Trust Indenture Act or the listing rules of any stock exchange on which the Preferred Securities are then listed or trading otherwise provides, the Administrative Trustees, in their sole discretion, shall establish all other provisions relating to meetings of Holders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

ARTICLE XII
REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE

Section 12.1  Representations and Warranties of the Property Trustee.

    The initial Property Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Property Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee, that:

    (a) the Property Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with trust powers and authority to

67

execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration;

    (b) the Property Trustee satisfies the requirements set forth in Section 5.3(a);

    (c) the execution, delivery and performance by the Property Trustee of this Declaration has been duly authorized by all necessary corporate action on the part of the Property Trustee; this Declaration has been duly executed and delivered by the Property Trustee and constitutes a legal, valid and binding obligation of the Property Trustee enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

    (d) the execution, delivery and performance of this Declaration by the Property Trustee does not conflict with, or constitute a breach of, the charter or by-laws of the Property Trustee; and

    (e) no consent, approval or authorization of, or registration with or notice to, any federal or state banking authority is required for the execution, delivery or performance by the Property Trustee of this Declaration.

Section 12.2  Representations and Warranties of The Delaware Trustee.

    The initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee, that:

    (a) the Delaware Trustee is, if not a natural person, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration;

    (b) the Delaware Trustee satisfies the requirements set forth in Section 5.2(a);

    (c) the execution, delivery and performance by the Delaware Trustee of this Declaration has been duly authorized, if the Delaware Trustee is not a natural person, by all necessary corporate action on the part of the Delaware Trustee; this Declaration has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

    (d) the execution, delivery and performance of this Declaration by the Delaware Trustee, if not a natural person, does not conflict with, or constitute a breach of, the charter or by-laws of the Delaware Trustee; and

    (e) no consent, approval or authorization of, or registration with or notice to, any federal or state banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Declaration.

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ARTICLE XIII
MISCELLANEOUS

Section 13.1  Notices.

    All notices provided for in this Declaration shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:

    (a) if given to the Trust or the Administrative Trustees, at the Trust's mailing address set forth below (or such other address as the Trust may give notice of to the Property Trustee, the Delaware Trustee and the Holders):

Washington Mutual Capital Trust 2001
c/o Washington Mutual, Inc.
1201 Third Avenue—WMT 1706
Seattle, Washington 98101
Attention: Administrative Trustee
Facsimile No.:      

    (b) if given to the Delaware Trustee, at the mailing address set forth below (or such other address as Delaware Trustee may give notice of to the Administrative Trustees, the Property Trust and the Holders):

The Bank of New York (Delaware)
23 White Clay Center
Route 273
Newark, Delaware 19711
Attention: Corporate Trust Department

    (c) if given to the Property Trustee, at the Property Trustee's mailing address set forth below (or such other address as the Property Trustee may give notice of to the Administrative Trustees, the Delaware Trustee and the Holders):

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration
Facsimile No.: (212) 815-5915

    (d) if given to the Holder of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holder of the Common Securities may give notice to the Property Trustee, the Delaware Trustee and the Trust):

Washington Mutual, Inc.
1201 Third Avenue—WMT 1706
Seattle, Washington 98101
Attention: Chief Financial Officer
Facsimile No.:      

    (e) if given to any Holder of Preferred Securities, to the Clearing Agency, and if Definitive Preferred Securities have been issued, at such Holder's address set forth on the books and records of the Trust.

All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given,

69

such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

Section 13.2  Governing Law.

    This Declaration shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Section 13.3  Intention of the Parties.

    It is the intention of the parties hereto that the Trust be classified as a grantor trust for United States federal income tax purposes. The provisions of this Declaration shall be interpreted to further this intention of the parties.

Section 13.4  Headings.

    Headings contained in this Declaration are inserted for convenience of reference only and do not affect the interpretation of this Declaration or any provision.

Section 13.5  Successors and Assigns.

    Whenever in this Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees shall bind and inure to the benefit of their respective successors and assigns, whether so expressed.

Section 13.6  Partial Enforceability.

    If any provision of this Declaration or the application of such provision to any Person or circumstance shall be held invalid, the remainder of this Declaration, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

Section 13.7  Counterparts.

    This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

Section 13.8  The Exchange Agent.

    The Exchange Agent undertakes to perform, with respect to the Preferred Securities, such duties and only such duties as are specifically set forth in this Declaration, and no implied covenants or obligations shall be read into this Declaration against the Exchange Agent. In the performance of such duties, the Exchange Agent shall be entitled to the same rights and powers as are granted to the Property Trustee, except that the Exchange Agent shall act as agent solely for the Holders of the Preferred Securities who seek to exchange such Preferred Securities pursuant to Sections 6.7 and 6.8.

    IN WITNESS WHEREOF, the undersigned has caused these presents to be executed as of the day and year first above written.

WASHINGTON MUTUAL, INC., as Sponsor
By:	/s/ FAY L. CHAPMAN
Name:	Fay L. Chapman

70

Title:	Senior Executive Vice President
/s/ CRAIG S. DAVIS Craig S. Davis, as Administrative Trustee
/s/ DIANE L. KELLEHER Diane L. Kelleher, as Administrative Trustee
/s/ WILLIAM A. LONGBREAK William A. Longbrake, as Administrative Trustee
THE BANK OF NEW YORK, as Property Trustee
By:	/s/ MICHAEL PITFICK
Name:	Michael Pitfick Title: Assistant Treasurer
THE BANK OF NEW YORK (Delaware), as Delaware Trustee
By:	/s/ WILLIAM T. LEWIS
Name:	William T. Lewis Title: Senior Vice President

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EXHIBIT A

[FORM OF PREFERRED SECURITY CERTIFICATE]

    This Preferred Security is a Global Preferred Security within the meaning of the Declaration hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Clearing Agency"), or a nominee of the Clearing Agency. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Clearing Agency or its nominee only in the limited circumstances described in the Declaration, and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or another nominee of the Clearing Agency) may be registered except in limited circumstances. Unless this certificate is presented by an authorized representative of the Clearing Agency to Washington Mutual Capital Trust 2001 or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Clearing Agency (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Clearing Agency), and except as otherwise provided in the Declaration, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.(1)

(1)

Insert in Global Preferred Securities only.

[THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO WASHINGTON MUTUAL OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT (IF AVAILABLE), (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS

A–1

PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE) SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS WASHINGTON MUTUAL MAY REASONABLY REQUIRE, TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]

[THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE RESALE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.]

[PRIOR TO EXPIRATION OF THE ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT (A) TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER.]

A–2

CERTIFICATE EVIDENCING PREFERRED SECURITIES

of

WASHINGTON MUTUAL CAPITAL TRUST 2001

5.375% Preferred Securities

(stated liquidation amount $50 per Preferred Security)

Certificate No.:	Number of Preferred Securities
	CUSIP No.:

    Washington Mutual Capital Trust 2001, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of            preferred securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Preferred Securities (stated liquidation amount $50 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in the Declaration. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Preferred Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of April 23, 2001 (as the same may be amended from time to time (the "Declaration"), among Washington Mutual, Inc., as Sponsor, Diane L. Kelleher, Craig S. Davis and William A. Longbrake, as Administrative Trustees, The Bank of New York, as Property Trustee, and The Bank of New York (Delaware), as Delaware Trustee. Capitalized terms used but not defined herein shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee Agreement, dated as of April 23, 2001, between Washington Mutual, Inc., as Guarantor, and The Bank of New York, as Guarantee Trustee, in respect of the Preferred Securities. The Sponsor will provide a copy of the Declaration, the Guarantee Agreement and the Indenture (including any supplemental indenture) to a Holder without charge upon written request to the Sponsor at its principal place of business.

    Upon receipt of this certificate, the Holder is bound by the Declaration, Indenture, Guarantee and Debenture and is entitled to the benefits thereunder.

    By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Preferred Securities as evidence of undivided beneficial interests in the Debentures.

A–3

    IN WITNESS WHEREOF, the Trust has executed this certificate this      day of            , 2001.

		WASHINGTON MUTUAL CAPITAL TRUST 2001
		By:
		Name:
		Administrative Trustee
PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Preferred Securities referred to in the within-mentioned Declaration.
Dated:            , 2001
THE BANK OF NEW YORK, as Property Trustee
By:
	Authorized Signatory

A–4

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred Security Certificate to:

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints                          agent to transfer this Preferred Security Certificate on the books and records of the Trust. The agent may substitute another to act for him.

Date:                        

Signature:                                     
(Sign exactly as your name appears on the Preferred Security Certificate)

Signature Guarantee*:

*

Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A–5

SCHEDULE OF INCREASES OR DECREASES IN
GLOBAL PREFERRED SECURITY(2)

    This Global Preferred Security shall represent 0 Preferred Securities unless otherwise indicated below.

A–6

    The following increases or decreases in this Global Preferred Security have been made:

Date

Amount of decrease in
Number of Preferred
Securities evidenced
by this Global
Preferred Security
Amount of increase in
Number of Preferred
Securities evidenced
by this Global
Preferred Security
Number of Preferred
Securities evidenced by this
Global Preferred
Security following such
decrease or increase
Signature of
authorized officer
of Agent

(2)

Insert in Global Preferred Securities only.

A–7

EXHIBIT B

[FORM OF COMMON SECURITY CERTIFICATE]

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED
IN THE DECLARATION (AS DEFINED BELOW)
CERTIFICATE EVIDENCING COMMON SECURITIES
of
WASHINGTON MUTUAL CAPITAL TRUST 2001
5.375% Common Securities
(stated liquidation amount $50 per Common Security)

Certificate No.:             Number of Common Securities 618,600

    Washington Mutual Capital Trust 2001, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Washington Mutual, Inc. (the "Holder") is the registered owner of 618,600 common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Common Securities (stated liquidation amount $50 per Common Security) (the "Common Securities"). Except as provided in the Declaration (as defined below), the Common Securities are not transferable, and any attempted transfer thereof shall be void. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of April 23, 2001 (as the same may be amended from time to time (the "Declaration"), among Washington Mutual, Inc., as Sponsor, Diane L. Kelleher, Craig S. Davis and William A. Longbrake, as Administrative Trustees, The Bank of New York, as Property Trustee, and The Bank of New York (Delaware), as Delaware Trustee. Capitalized terms used but not defined herein shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee Agreement, dated as of April 23, 2001, between Washington Mutual, Inc., as Guarantor, and The Bank of New York, as Guarantee Trustee, in respect of the Common Securities. The Sponsor will provide a copy of the Declaration, the Guarantee Agreement and the Indenture (including any supplemental indenture) to a Holder without charge upon written request to the Sponsor at its principal place of business.

    Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder.

    By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of undivided beneficial interests in the Debentures.

    IN WITNESS WHEREOF, the Trust has executed this certificate this      day of            , 2001.

WASHINGTON MUTUAL CAPITAL TRUST 2001
By:
	Name: Administrative Trustee

B–1

EXHIBIT C

FORM OF TRANSFER CERTIFICATE (RULE 144A TO REGULATION S)

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn.: Corporate Trust Administration

Re:             Trust Preferred Income Equity Redeemable Securities (PIERS) Preferred Securities ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is hereby made to the Preferred Security Agreement dated as of            , 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as Warrant Agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    This letter relates to            amount of Preferred Securities which are held in the form of [a beneficial interest in the Rule 144A Global Preferred Security with the Clearing Agency in the name of the undersigned] [a certificated Preferred Security bearing the Securities Act Legend].

    The undersigned has requested a transfer of such [beneficial interest] [certificated Preferred Security] to a Person who will take delivery thereof in the form of [a beneficial interest in the Regulation S Global Preferred Security (ISIN No.      ) to be held with [Euroclear] [Clearstream] (Common Code      ) through the Clearing Agency] [a certificated Preferred Security not bearing the Securities Act Legend].

    In connection with such transfer, the undersigned does hereby certify that such transfer will be effected in accordance with the transfer restrictions set forth in the Agreement and the Preferred Securities and pursuant to and in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the undersigned further certifies that:

    (a) the offer of the Preferred Securities was not made to a U.S. Person (as defined under Regulation S);

    (b) [at the time the buy order was originated, the transferee was outside the United States or the undersigned and any Person acting on behalf of the undersigned reasonably believed that the transferee was outside the United States] [the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any Person acting on behalf of the undersigned knows that the transaction was prearranged with a buyer in the United States];

    (c) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

    (d) the undersigned is not an Issuer or a distributor, an affiliate of either an Issuer or a distributor, or a Person acting on behalf of any of the foregoing; and

    (e) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

C–1

    This certificate and the statements contained herein are made for the benefit of the Issuers and the Property Trustee on behalf of the Preferred Security holders.

[NAME OF TRANSFEROR]
By:
	Name: Title:

Dated:             ,       

cc: Washington Mutual, Inc.

C–2

EXHIBIT D

FORM OF TRANSFER CERTIFICATE (REGULATION S TO RULE 144A)

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn.: Corporate Trust Administration

Re: $1,000,000,000 Trust Preferred Income Equity Redeemable Securities (PIERS) Preferred Securities ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is hereby made to the Preferred Security Agreement dated as of            , 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as Warrant Agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    This letter relates to      of Preferred Securities which are held in the form of a beneficial interest in the Regulation S Global Preferred Security (ISIN No.       ) with the Clearing Agency in the name of the undersigned.

    The undersigned has requested a transfer of such beneficial interest in the Preferred Securities to a Person who will take delivery thereof in the form of a beneficial interest in the Rule 144A Global Preferred Security (CUSIP No.      ).

    In connection with such transfer, the undersigned does hereby confirm that such transfer will be effected in accordance with the transfer restrictions set forth in the Indenture and the Preferred Securities, and accordingly, the undersigned represents that such transfer is being made to a Person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

    This certificate and the statements contained herein are made for the benefit of the Issuers and the Agent on behalf of the Preferred Security holders.

[NAME OF TRANSFEROR]
By:
	Name: Title:

Dated:             ,       

cc: Washington Mutual, Inc.

D–1

EXHIBIT E

FORM OF REQUEST FOR REMOVAL OF SECURITIES ACT LEGEND

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn.: Corporate Trust Administration

Re: $1,000,000 Trust Preferred Income Equity Redeemable Securities (PIERS) Preferred Securities ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is hereby made to the Preferred Security Agreement dated as of            , 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as Warrant Agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    This letter relates to            amount of Preferred Securities which are held in the form of [a beneficial interest in the Rule 144A Global Preferred Security (CUSIP No.      ) with the Clearing Agency] [[a] certificated Security(ies)] in the name of the undersigned]].

    The undersigned requests that the Securities Act Legend on such Preferred Security(ies) be removed.

    The undersigned certifies that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure that transfers of the subject Security(ies) will not violate the registration requirements of the Securities Act.

    This certificate and the statements contained herein are made for the benefit of the Issuers and the Agent Trustee on behalf of the Preferred Security holders.

[NAME]
By:
	Name: Title:

Dated:             ,       

cc: Washington Mutual, Inc.

E–1

EXHIBIT F

FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER FROM RESTRICTED REGULATION S GLOBAL PREFERRED SECURITY TO PERMANENT REGULATION S GLOBAL PREFERRED SECURITY

[Euroclear Bank, S.A./N.V., as operator of the Euroclear System]
[Clearstream Banking, S.A.]

Re:	Washington Mutual, Inc. and Washington Mutual Capital Trust 2001 $1,000,000,000 Trust Preferred Income Equity Redeemable Securities (PIERS Preferred Securities)
	[CUSIP No.      ] [ISIN:      ]

    Reference is made to the PIERS Preferred Securities issued by Washington Mutual, Inc. and Washington Mutual Capital Trust 2001 (the "Issuers") pursuant to a Preferred Security Agreement dated as of            , 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as Warrant Agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    [For purposes of acquiring a beneficial interest in the Permanent Regulation S Global Preferred Security upon the expiration of the Restricted Period,] [For purposes of receiving payments under the Restricted Regulation S Global Preferred Security],⁽³⁾ the undersigned holder of a beneficial interest in the Restricted Regulation S Global Note issued under the Agreement certifies that it is not a U.S. Person as defined by Regulation S under the United States Securities Act of 1933, as amended.

(3)

Select, as applicable.

    We undertake to advise you promptly by telex or other electronic transmission on or prior to the date on which you intend to submit your corresponding certification relating to the securities held by you if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certificate applies as of such date.

    We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and benefit of the Agent Trustee, the Initial Purchaser and the Issuers.

Dated:      ,      

By:

as, or as agent for, the holder of a beneficial interest in the securities to which this certificate relates.

F–1

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Exhibit 4.1
AMENDED AND RESTATED DECLARATION OF TRUST WASHINGTON MUTUAL CAPITAL TRUST 2001
CROSS-REFERENCE TABLE(1)
TABLE OF CONTENTS
ARTICLE I INTERPRETATION AND DEFINITIONS
ARTICLE II TRUST INDENTURE ACT
ARTICLE III ORGANIZATION
ARTICLE IV SPONSOR
ARTICLE V TRUSTEES
ARTICLE VI THE SECURITIES
ARTICLE VII TRANSFER OF SECURITIES
ARTICLE VIII DISSOLUTION AND TERMINATION OF THE TRUST
ARTICLE IX LIMITATION OF LIABILITY OF THE HOLDERS, THE TRUSTEES OR OTHERS
ARTICLE X ACCOUNTING
ARTICLE XI AMENDMENTS AND MEETINGS
ARTICLE XII REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE
ARTICLE XIII MISCELLANEOUS
EXHIBIT A
[FORM OF PREFERRED SECURITY CERTIFICATE]
CERTIFICATE EVIDENCING PREFERRED SECURITIES
ASSIGNMENT
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL PREFERRED SECURITY(2)
EXHIBIT B
[FORM OF COMMON SECURITY CERTIFICATE]
EXHIBIT C
FORM OF TRANSFER CERTIFICATE (RULE 144A TO REGULATION S)
EXHIBIT D
FORM OF TRANSFER CERTIFICATE (REGULATION S TO RULE 144A)
EXHIBIT E
FORM OF REQUEST FOR REMOVAL OF SECURITIES ACT LEGEND
EXHIBIT F
FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER FROM RESTRICTED REGULATION S GLOBAL PREFERRED SECURITY TO PERMANENT REGULATION S GLOBAL PREFERRED SECURITY

EX-4.2

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Exhibit 4.2

    WASHINGTON MUTUAL INC.

To

THE BANK OF NEW YORK,

Trustee

INDENTURE

Dated as of April 30, 2001

Junior Subordinated Debt Securities

WASHINGTON MUTUAL INC.

Reconciliation and tie between
Trust Indenture Act of 1939
and Indenture,
dated as of April 30, 2001

Trust Indenture Act Sections		Indenture Section
§ 310	(a)(1)	609
	(a)(2)	609
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	609
	(b)	608
		610
	(c)	Not Applicable
§ 311	(a)(1)	613(a)
	(b)	613(b)
	(b)(2)	703(a)(3)
		703(b)
§ 312	(a)	701
		702(a)
	(b)	702(b)
	(c)	702(c)
§ 313	(a)	703(a)
	(b)	703(b)
	(c)	703(c)
	(d)	703(d)
§ 314	(a)	704, 1007
	(b)	Not Applicable
	(c)(1)	102
	(c)(2)	102
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	102
§ 315	(a)	609(a)
		601(c)
	(b)	602
		703(a)(7)
	(c)	601(b)
	(d)	601(c)
	(d)(1)	601(a)
	(d)(2)	601(c)(2)
	(d)(3)	601(c)(3)
	(e)	514
§ 316	(a)	101
	(a)(1)(A)	104(h), 502
		512
	(a)(1)(B)	104(h), 513
	(a)(2)	Not Applicable
	(b)	508

i

§ 317	(a)(1)	503
	(a)(2)	504
	(b)	1003
§ 318	(a)	107
	(c)	107

ii

Table of Contents

		Page
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
	SECTION 101. Definitions.	1
	SECTION 102. Compliance Certificates and Opinions.	8
	SECTION 103. Form of Documents Delivered to Trustee.	8
	SECTION 104. Acts of Holders.	9
	SECTION 105. Notices, etc. to Trustee and Company.	10
	SECTION 106. Notice to Holders; Wavier.	10
	SECTION 107. Conflict with Trust Indenture Act.	11
	SECTION 108. Effect of Headings and Table of Contents.	11
	SECTION 109. Successors and Assigns.	11
	SECTION 110. Separability Clause.	11
	SECTION 111. Benefits of Indenture.	11
	SECTION 112. Governing Law.	12
	SECTION 113. Legal Holidays.	12
	SECTION 114. Counterparts.	12
ARTICLE TWO DEBT SECURITY FORMS		12
	SECTION 201. Forms Generally.	12
	SECTION 202. Form of Trustee's Certificate of Authentication.	13
	SECTION 203. Debt Securities in Global Form.	13
ARTICLE THREE THE DEBT SECURITIES		13
	SECTION 301. Amount Unlimited: Issuable in Series.	13
	SECTION 302. Denominations.	16
	SECTION 303. Execution, Authentication, Delivery and Dating.	16
	SECTION 304. Temporary Debt Securities.	18
	SECTION 305. Registration; Registration of Transfer and Exchange.	20
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.	23
	SECTION 307. Payment of Interest; Interest Rights Preserved.	24
	SECTION 308. Persons Deemed Owners.	26
	SECTION 309. Cancellation.	26
	SECTION 310. Computation of Interest.	26
	SECTION 311. Certification by a Person Entitled to Delivery of a Bearer Security.	27
	SECTION 312. Judgments.	27
ARTICLE FOUR SATISFACTION AND DISCHARGE		27
	SECTION 401. Satisfaction and Discharge of Indenture.	27
	SECTION 402. Application of Trust Money and Eligible Instruments.	28
ARTICLE FIVE REMEDIES		29
	SECTION 501. Events of Default.	29
	SECTION 502. Acceleration of Maturity; Rescission and Annulment.	29
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.	30
	SECTION 504. Trustee May File Proofs of Claim.	31
	SECTION 505. Trustee May Enforce Claims without Possession of Debt Securities or Coupons.	31
	SECTION 506. Application of Money Collected.	32
	SECTION 507. Limitation on Suits.	32
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Exchange Debt Securities for Capital Securities.	33
	SECTION 509. Restoration of Rights and Remedies.	33

iii

	SECTION 510. Rights and Remedies Cumulative.	33
	SECTION 511. Delay or Omission Not Waiver.	33
	SECTION 512. Control by Holders of Debt Securities.	33
	SECTION 513. Waiver of Past Defaults.	33
	SECTION 514. Undertaking for Costs.	34
	SECTION 515. Waiver of Stay or Extension Laws.	34
ARTICLE SIX THE TRUSTEE		34
	SECTION 601. Certain Duties and Responsibilities.	34
	SECTION 602. Notice of Defaults.	35
	SECTION 603. Certain Rights of Trustee.	35
	SECTION 604. Not Responsible for Recitals or Issuance of Debt Securities.	37
	SECTION 605. May Hold Debt Securities or Coupons.	37
	SECTION 606. Money Held in Trust.	37
	SECTION 607. Compensation and Reimbursement.	37
	SECTION 608. Disqualification.	38
	SECTION 609. Corporate Trustee Required; Eligibility.	38
	SECTION 610. Resignation and Removal; Appointment of Successor.	38
	SECTION 611. Acceptance of Appointment by Successor.	40
	SECTION 612. Merger, Conversion, Consolidation or Succession to Business.	41
	SECTION 613. Preferential Collection of Claims Against Company.	41
	SECTION 614. Authenticating Agent.	44
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY		45
	SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.	45
	SECTION 702. Preservation of Information; Communications to Holders.	45
	SECTION 703. Reports by Trustee.	46
	SECTION 704. Reports by Company.	48
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		48
	SECTION 801. Company May Consolidate, etc., Only on Certain Terms.	48
	SECTION 802. Successor Corporation Substituted.	49
ARTICLE NINE SUPPLEMENTAL INDENTURES		49
	SECTION 901. Supplemental Indentures without Consent of Holders.	49
	SECTION 902. Supplemental Indentures with Consent of Holders.	50
	SECTION 903. Execution of Supplemental Indentures.	51
	SECTION 904. Effect of Supplemental Indentures.	51
	SECTION 905. Conformity with Trust Indenture Act.	51
	SECTION 906. Reference in Debt Securities to Supplemental Indenture.	52
ARTICLE TEN COVENANTS		52
	SECTION 1001. Payment of Principal, Premium and Interest.	52
	SECTION 1002. Maintenance of Office or Agency.	52
	SECTION 1003. Money for Debt Securities Payments to Be Held in Trust.	53
	SECTION 1004. Officers' Certificate as to Default.	54
	SECTION 1005. Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by, the Bank.	54
	SECTION 1006. Payment of Additional Amounts.	55
	SECTION 1007. Waiver of Certain Covenants.	55
	SECTION 1008. Calculation of Original Issue Discount	55
ARTICLE ELEVEN REDEMPTION OF DEBT SECURITIES		56
	SECTION 1101. Applicability of Article.	56
	SECTION 1102. Election to Redeem; Notice to Trustee.	56
	SECTION 1103. Selection by Trustee of Debt Securities to Be Redeemed.	56

iv

	SECTION 1104. Notice of Redemption.	56
	SECTION 1105. Deposit of Redemption Price.	57
	SECTION 1106. Debt Securities Payable on Redemption Date.	57
	SECTION 1107. Debt Securities Redeemed in Part.	58
ARTICLE TWELVE SINKING FUNDS		58
	SECTION 1201. Applicability of Article.	58
	SECTION 1202. Satisfaction of Sinking Fund Payments with Debt Securities.	58
	SECTION 1203. Redemption of Debt Securities for Sinking Fund.	59
ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS		59
	SECTION 1301. Applicability of Article.	59
	SECTION 1302. Repayment of Debt Securities.	59
	SECTION 1303. Exercise of Option; Notice.	59
	SECTION 1304. Election of Repayment by Remarketing Entities.	60
	SECTION 1305. Debt Securities Payable on the Repayment Date.	61
ARTICLE FOURTEEN EXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIES		61
	SECTION 1401. Applicability of Article.	61
	SECTION 1402. Exchange of Capital Securities for Debt Securities at Stated Maturity.	61
	SECTION 1403. Right of Early Exchange of Capital Securities for Debt Securities.	62
	SECTION 1404. Notices of Exchange.	62
	SECTION 1405. Rights and Duties of Holders of Debt Securities to be Exchanged for Capital Securities.	63
	SECTION 1406. Election to Exchange.	65
	SECTION 1407. Deposit of Capital Exchange Price.	65
	SECTION 1408. Debt Securities Due on Capital Exchange Date; Debt Securities Exchanged in Part.	65
	SECTION 1409. Form of Capital Security Election Form.	66
	SECTION 1410. Fractional Capital Securities.	67
	SECTION 1411. Company to Obtain Governmental and Regulatory Approvals.	67
	SECTION 1412. Taxes on Exchange.	67
	SECTION 1413. Covenants as to Capital Securities and Secondary Offering.	67
	SECTION 1414. Provision in Case of Consolidation, Merger or Transfer of Assets.	68
	SECTION 1415. Responsibility of Trustee.	68
	SECTION 1416. Revocation of Obligation to Exchange Capital Securities for Debt Securities.	68
	SECTION 1417. Optional Securities Funds.	70
ARTICLE FIFTEEN SECURITIES FUNDS		70
	SECTION 1501. Creation of Securities Funds.	70
	SECTION 1502. Designations of Securities Funds.	70
	SECTION 1503. Covenant of the Company to Obtain Securities Funds.	71
ARTICLE SIXTEEN MEETINGS OF HOLDERS OF DEBT SECURITIES		71
	SECTION 1601. Purposes for Which Meetings May Be Called.	71
	SECTION 1602. Call, Notice and Place of Meetings.	71
	SECTION 1603. Persons Entitled to Vote at Meetings.	71
	SECTION 1604. Quorum; Action.	72
	SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of Meetings.	72
	SECTION 1606. Counting Votes and Recording Action of Meetings.	73
ARTICLE SEVENTEEN DEFEASANCE		73
	SECTION 1701. Termination of Company's Obligations.	73
	SECTION 1702. Repayment to Company.	74
	SECTION 1703. Indemnity for Eligible Instruments.	74

v

ARTICLE EIGHTEEN SUBORDINATION OF DEBT SECURITIES		75
	SECTION 1801. Debt Securities Subordinate to Senior Debt.	75
	SECTION 1802. Trustee and Holders of Debt Securities May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior Debt.	77
	SECTION 1803. Payment Permitted if No Default.	77
	SECTION 1804. Trustee Not Charged with Knowledge of Prohibition.	77
	SECTION 1805. Trustee to Effectuate Subordination.	78
	SECTION 1806. Rights of Trustee as Holder of Senior Debt.	78
	SECTION 1807. Article Applicable to Paying Agents.	78
	SECTION 1808. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt.	78
ARTICLE NINETEEN CONVERSION OF CONVERTIBLE SECURITIES		78
	SECTION 1901. Applicability of Article.	78
	SECTION 1902. Right to Convert.	78
	SECTION 1903. Exercise of Conversion Privilege; Delivery of Common Stock on Conversion; No Adjustment for Interest or Dividends.	79
	SECTION 1904. Cash Payments in Lieu of Fractional Shares.	80
	SECTION 1905. Conversion Price.	80
	SECTION 1906. Adjustment to Conversion Price.	80
	SECTION 1907. Effect of Reclassification, Consolidation, Merger or Sale.	83
	SECTION 1908. Taxes on Shares Issued.	83
	SECTION 1909. Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock.	84
	SECTION 1910. Responsibility of Trustee.	84
	SECTION 1911. Notice to Holders Prior to Certain Actions.	84
	SECTION 1912. Covenant to Reserve Shares.	85

vi

    INDENTURE (the "Indenture") dated as of April 30, 2001, between WASHINGTON MUTUAL INC., a Washington corporation (hereinafter called the "Company"), having its principal place of business at 1201 Third Avenue—WMT 1706, Seattle, Washington 98101 and THE BANK OF NEW YORK, a New York banking corporation (hereinafter called the "Trustee"), having its Corporate Trust Office at 101 Barclay Street, Floor 21 West, New York, New York 10286.

RECITALS OF THE COMPANY

    The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its subordinated debentures, notes, bonds or other evidences of indebtedness (herein called the "Debt Securities"), to be issued in one or more series.

    All things necessary have been done to make this Indenture a valid agreement of the Company, in accordance with its terms.

    NOW, THEREFORE, THIS INDENTURE WITNESSETH:

    For and in consideration of the premises and the purchase of the Debt Securities by the Holders thereof, intending to be legally bound, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Debt Securities or of any series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

    SECTION 101. Definitions.

    For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

    (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular.

    (2) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule or regulation under the Trust Indenture Act, either directly or by reference therein, as in force at the date as of which this instrument was executed, except as provided in Section 905, have the meanings assigned to them therein;

    (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States at the date of such computation applied in a manner consistent with past practices of the Company; and

    (4) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

    Certain terms, used principally in Article Six, are defined in that Article.

    "Act" when used with respect to any Holder has the meaning specified in Section 104.

    "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of

1

voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

    "Authorized Newspaper" means a newspaper in an official language of the country of publication or in the English language customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day.

    "Bank" means Washington Mutual Inc., a Washington corporation, and any successors to any substantial part of the present business thereof.

    "Bearer Security" means any Debt Security established pursuant to Section 201 which is payable to bearer including, without limitation, unless the context otherwise indicates, a Debt Security in global bearer form.

    "Board of Directors" means either the board of directors of the Company, or the executive or any other committee of that board duly authorized to act in respect hereof.

    "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

    "Business Day," when used with respect to any Place of Payment or Place of Capital Exchange, means any day which is not a Saturday or Sunday and which is not a legal holiday or a day on which banking institutions or trust companies in that Place of Payment or Place of Capital Exchange are authorized or obligated by law or executive order to close.

    "Capital Exchange Agent" means the Person or Persons appointed by the Company to give notices and to exchange Debt Securities of any series for Capital Securities as specified in Article Fourteen.

    "Capital Exchange Date", when used with respect to the Debt Securities of any series, means any date on which such Debt Securities are to be exchanged for Capital Securities pursuant to this Indenture.

    "Capital Exchange Price", when used with respect to any Debt Security of any series to be exchanged for Capital Securities, means the amount of Capital Securities for which such Debt Security is to be exchanged pursuant to this Indenture or the aggregate sale price of such Capital Securities in the Secondary Offering for such Debt Security, as the case may be.

    "Capital Securities" means any securities issued by the Company which consist of any of the following: (i) Common Stock, (ii) Perpetual Preferred Stock or (iii) securities which at the date of issuance may be issued in exchange for, or the proceeds from the sale of which may be designated as Securities Funds or Optional Securities Funds for the payment of the principal of, "mandatory convertible securities" under applicable regulations of the Primary Federal Regulator. Capital Securities may have such terms, rights and preferences as may be determined by the Company.

    "Capital Security Election Form" means a form substantially in the form included in Section 1409.

    "Clearstream" means Clearstream Banking, Luxemborg, societe anonyme.

    "Closing Price" has the meaning specified in Section 1906(d).

    "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution of this

2

instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

    "Common Stock" means when used with reference to the capital stock of the Company, the class of stock which, at the date of execution of this Indenture, is designated as common stock of the Company and stock of any class or classes into which such common stock or any such other class may thereafter be changed or reclassified. In case by reason of the operation of Article Nineteen, the Convertible Securities shall be convertible into any other shares or other securities or property of the Company or any other corporation, any reference in this Indenture to the conversion of Convertible Securities pursuant to Article Nineteen shall be deemed to refer to and include conversion of Convertible Securities into such other shares or other securities or property.

    "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person.

    "Company Request" and "Company Order" mean, respectively, a written request or order signed in the name of the Company by the Chairman of the Board, the Chairman of the Executive Committee of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, a Vice Chairman, the Chief Financial Officer, or a Vice President (any reference to a Vice President of the Company herein shall be deemed to include any Vice President of the Company whether or not designated by a number or word or words before or after the title "Vice President"), and by the Treasurer, an Assistant Treasurer, Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

    "Controlled Subsidiary" means any corporation more than 80% of the outstanding shares of Voting Stock, except for directors' qualifying shares, of which shall at the time be owned directly by the Company.

    "Conversion Price" has the meaning specified in Section 1905.

    "Convertible Securities" means any series of Debt Securities that are designated as such pursuant to Section 301.

    "Corporate Trust Office" means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 21, West, New York, New York 10286, Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as successor Trustee may designate from time to time by notice to the Holders and the Company).

    The term "corporation" includes corporations, associations, companies and business trusts.

    The term "coupon" means any interest coupon appertaining to a Bearer Security.

    "Debt Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Debt Securities authenticated and delivered under this Indenture.

    "Defaulted Interest" has the meaning specified in Section 307.

    "Depositary" means, with respect to the Debt Securities of any series issuable or issued in the form of a Global Security, the Person designated as Depositary by the Company pursuant to Section 301 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Depositary" shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Debt Securities of any such series shall mean the Depositary with respect to the Debt Securities of that series.

3

    "Designated Currency" has the meaning specified in Section 312.

    "Dollar" or "$" means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

    "ECU" means the European Currency Unit as defined and revised from time to time by the Council of the European Communities.

    "Eligible Instruments" means monetary assets, money market instruments and securities that are payable in Dollars only and essentially risk free as to collection of principal and interest, including U.S. Government Obligations.

    "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System.

    "European Communities" means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy Community.

    "Event of Default" has the meaning specified in Section 501.

    "Exchange Rate" shall have the meaning specified as contemplated in Section 301.

    "Exchange Rate Agent" shall have the meaning specified as contemplated in Section 301.

    "Exchange Rate Officer's Certificate", with respect to any date for the payment of principal of (and premium, if any) and interest on any series of Debt Securities, means a certificate setting forth the applicable Exchange Rate and the amounts payable in Dollars and Foreign Currencies in respect of the principal of (and premium, if any) and interest on Debt Securities denominated in ECU, and other composite currency or Foreign Currency, and signed by the Chairman of the Board, the Chairman of the Executive Committee of the Board, a Vice Chairman of the Board, the President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer of the Company or the Exchange Rate Agent appointed pursuant to Section 301 and delivered to the Trustee.

    "Foreign Currency" means a currency issued by the government of any country other than the United States of America.

    "Global Exchange Agent" has the meaning specified in Section 304.

    "Global Exchange Date" has the meaning specified in Section 304.

    "Global Security" means a Debt Security issued to evidence all or part of a series of Debt Securities in accordance with Section 303.

    "Holder", with respect to a Registered Security, means a Person in whose name such Registered Security is registered in the Security Register and, with respect to a Bearer Security or a coupon, means the bearer thereof.

    "Indenture" means this instrument as originally executed or as it may from time to time be supplemented, amended or restated by or pursuant to one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, unless the context otherwise requires, shall include the terms of a particular series of Debt Securities established as contemplated by Section 301.

    The term "interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

    "Interest Payment Date", with respect to any Debt Security, means the Stated Maturity of an installment of interest on such Debt Security.

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    "Market Value" of any Capital Securities issued on any Capital Exchange Date for Debt Securities of any series shall be the sale price of such Capital Securities which are sold in the Secondary Offering for the Debt Securities of such series. In the event no such Secondary Offering takes place, the Market Value of such Capital Securities shall be the fair value of such Capital Securities on such Capital Exchange Date for Debt Securities of such series as determined by three independent nationally recognized investment banking firms selected by the Company.

    "Maturity", when used with respect to any Debt Security, means the date on which the principal of such Debt Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or exchange, repayment at the option of the Holder or otherwise.

    "Officers' Certificate" means a certificate signed by the Chairman of the Board, the Chairman of the Executive Committee of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, a Vice Chairman, the Chief Financial Officer, or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

    "Opinion of Counsel" means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be counsel for the Company, or who may be other counsel acceptable to the Trustee, which is delivered to the Trustee.

    "Optional Securities Fund" means a fund pursuant to which the proceeds of sales of Capital Securities may be designated on the books of the Company for the payment of any of the principal of any Debt Security pursuant to Section 1417 of this Indenture.

    "Original Issue Discount Security" means any Debt Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

    "Outstanding", when used with respect to Debt Securities means, as of the date of determination, all Debt Securities theretofore authenticated and delivered under this Indenture, except:

(i)

Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;



(ii)

Debt Securities or portions thereof for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Debt Securities and any coupons appertaining thereto; provided, however, that if such Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and



(iii)

Debt Securities in exchange for or in lieu of which other Debt Securities have been authenticated and delivered, or which have been paid, pursuant to this Indenture;

provided, however, that in determining whether the Holders of the requisite principal amount of Debt Securities Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Debt Securities owned by the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which the Trustee knows to be so owned shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Debt Securities and that the

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pledgee is not the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor.

    "Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Debt Securities on behalf of the Company.

    "Perpetual Preferred Stock" means any stock of any class of the Company which has a preference over Common Stock in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not mandatorily redeemable or repayable, or redeemable or repayable at the option of the Holder, other than in shares of Common Stock or Perpetual Preferred Stock of another class or series or with the proceeds of the sale of Common Stock or Perpetual Preferred Stock.

    "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, or government or any agency or political subdivision.

    "Place of Capital Exchange", when used with respect to Debt Securities of any series, means any place where the Debt Securities of such series are exchangeable for Capital Securities as specified pursuant to Section 301.

    "Place of Payment," when used with respect to the Debt Securities of any series means any place where the principal of (and premium, if any) and interest on the Debt Securities of that series are payable as specified as contemplated by Section 301.

    "Predecessor Security" of any particular Debt Security means every previous Debt Security evidencing all or a portion of the same debt as that evidenced by such particular Debt Security; and, for the purposes of this definition, any Debt Security authenticated and delivered under Section 306 in lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Debt Security.

    "Primary Federal Regulator" means the primary United States federal regulator of the Company (which at the date of this Indenture is the Office of Thrift Supervision), or any successor body or institution.

    "Redemption Date", when used with respect to any Debt Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

    "Redemption Price", when used with respect to any Debt Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

    "Registered Security" means any Debt Security in the form of Registered Securities established pursuant to Section 201 which is registered in the Security Register.

    "Regular Record Date" for the interest payable on any Interest Payment Date on the Registered Securities of any series means the date specified for that purpose as contemplated by Section 301.

    "Remarketing Entity", when used with respect to Debt Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity, means any person designated by the Company to purchase any such Debt Securities.

    "Repayment Date", when used with respect to any Debt Security to be repaid upon exercise of option for repayment by the Holder, means the date fixed for such repayment pursuant to this Indenture.

    "Repayment Price", when used with respect to any Debt Security to be repaid upon exercise of option for repayment by the Holder, means the price at which it is to be repaid pursuant to this Indenture.

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    "Responsible Officer" when used with respect to the Trustee, means any officer within the corporate trust department (or any successor group) of the Trustee, including any vice president, assistant vice president, trust officer, assistant secretary or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, or to whom any corporate trust matter is referred at the Trustee's Corporate Trust Office because of such officer's knowledge of and familiarity with the particular subject.

    "Rights" has the meaning specified in Section 1906(c).

    "Secondary Offering", when used with respect to the Debt Securities of any series, means the offering and sale by the Company of Capital Securities for the account of Holders of Debt Securities of such series who elect to receive cash and not Capital Securities on the Capital Exchange Date for such series.

    "Securities Fund" means a fund pursuant to which the proceeds of sales of Capital Securities are designated on the books of the Company for the payment of any principal of any Debt Security pursuant to the provisions of Section 1501.

    "Security Register" and "Security Registrar" have the respective meanings specified in Section 305.

    "Senior Debt" means any obligation of the Company to its creditors whether now outstanding or subsequently incurred other than (i) any obligation as to which, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligation is not Senior Debt, (ii) obligations evidenced by the Debt Securities, and (iii) obligations that are expressly stated in the terms of the Debt Securities (or in this Indenture, any indenture supplement, or any Officers' Certificate delivered under Section 301 hereof with respect to such Debt Securities) not to be Senior Debt.

    "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

    "Stated Maturity", when used with respect to any Debt Security or any installment of interest thereon, means the date specified in such Debt Security or a coupon representing such installment of interest as the fixed date on which the principal of such Debt Security or such installment of interest is due and payable.

    "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 905.

    "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Debt Securities of any series shall mean the Trustee with respect to Debt Securities of that series.

    "United States" means the United States of America (including the District of Columbia) and its possessions.

    "United States Alien" means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.

    "U.S. Government Obligations" means direct obligations of the United States for the payment of which its full faith and credit is pledged, or obligations of a person controlled or supervised by and

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acting as an agency or instrumentality of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States.

    "Voting Stock", as applied to the stock (or equivalent thereof) of any corporation, means stock (or the equivalent thereof) of any class or classes, however designated, having ordinary voting power for the election of a majority of the directors of such corporation, other than stock (or such equivalent) having such power only by reason of the happening of a contingency.

    SECTION 102. Compliance Certificates and Opinions.

    Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture (other than the delivery of any Debt Security to the Trustee for authentication pursuant to Section 303), the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

    Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 704(4)) shall include

    (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

    (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

    (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

    (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

    SECTION 103. Form of Documents Delivered to Trustee.

    In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

    Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based is erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters is erroneous.

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    Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

    SECTION 104. Acts of Holders.

    (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. If Debt Securities of a series are issuable in whole or in part as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be given or taken by Holders may, alternatively, be embodied in and evidenced by the record of Holders of Debt Securities voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Debt Securities duly called and held in accordance with the provisions of Article Sixteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee, and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Debt Security shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Debt Security shall be proved in the manner provided in Section 1606.

    (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee deems sufficient.

    (c) The ownership of Registered Securities shall be proved by the Security Register.

    (d) The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities in the amount and with the serial numbers therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding.

    (e) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Securities held by the Person so executing such instrument or writing and the date of holding the same may also be proved in other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.

    (f)  Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Debt Security shall bind every future holder of the same Debt Security and the Holder of every Debt Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Debt Security.

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    (g) For purposes of determining the principal amount of Outstanding Debt Securities of any series the Holders of which are required, requested or permitted to give any request, demand, authorization, direction, notice, consent, waiver or take any other Act under this Indenture, (i) each Original Issue Discount Security shall be deemed to have the principal amount determined by the Company that could be declared to be due and payable pursuant to the terms of such Original Issue Discount Security as of the date there is delivered to the Trustee and, where it is hereby expressly required, to the Company, such Act by Holders of the required aggregate principal amount of the Outstanding Debt Securities of such series and (ii) each Debt Security denominated in a Foreign Currency or composite currency shall be deemed to have the principal amount determined by the Exchange Rate Agent by converting the principal amount of such Debt Security in the currency in which such Debt Security is denominated into Dollars at the Exchange Rate as of the date such Act is delivered to the Trustee and, where it is hereby expressly required, to the Company by Holders of the required aggregate principal amount of the Outstanding Debt Securities of such series (or, if there is no such rate on such date, such rate on the date determined as specified as contemplated in Section 301).

    (h) The Company may set a record for purposes of determining the identity of Holders of Debt Securities of any series entitled to vote or consent to any action by vote or consent authorized or permitted by Section 512 or Section 513. Such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders of such Debt Securities furnished to the Trustee pursuant to Section 701 prior to such solicitation.

    SECTION 105. Notices, etc. to Trustee and Company.

    Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

    (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided), if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration.

    (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of its Secretary at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.

    SECTION 106. Notice to Holders; Wavier.

    Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, (1) such notice shall be sufficiently given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such event, at such Holder's address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; and (2) such notice shall be sufficiently given to Holders of Bearer Securities by publication thereof in an Authorized Newspaper in The City of New York and, if the Debt Securities of such series are then listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland and such stock exchange shall so require, in London, and, if the Debt Securities of such series are then listed on the Luxembourg Stock Exchange and such stock exchange shall so require, in Luxembourg and, if the Debt Securities of such series are then listed on any other stock exchange outside the United States and such stock exchange shall so require, in any other required city outside the United States or, if not practicable, in Europe on a Business Day at least twice, the first such publication to be not earlier than the earliest date and not later than the latest date prescribed for the giving of such notice.

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    In case, by reason of the suspension of or irregularities in regular mail service or for any reason, it shall be impossible or impracticable to mail notice of any event to Holders when said notice is required to be given pursuant to any provision of this Indenture or of the Debt Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. In any case where notice to Holders of Registered Securities is to be given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice by publication to Holders of Bearer Securities given as provided above.

    In case, by reason of the suspension of publication of any Authorized Newspaper, or by reason of any other cause, it shall be impossible or impracticable to make publication of any notice to Holders of Bearer Securities as provided above, then such method of publication or notification as shall be made with approval of the Trustee shall constitute a sufficient publication of such notice. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above.

    Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such wavier shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such wavier.

    Any request, demand, authorization, direction, notice, consent, election, waiver or other Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

    SECTION 107. Conflict with Trust Indenture Act.

    If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

    SECTION 108. Effect of Headings and Table of Contents.

    The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

    SECTION 109. Successors and Assigns.

    All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether expressed or not.

    SECTION 110. Separability Clause.

    In case any provision in this Indenture or in the Debt Securities or coupons shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

    SECTION 111. Benefits of Indenture.

    Nothing in this Indenture or in the Debt Securities or coupons, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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    SECTION 112. Governing Law.

    This Indenture and the Debt Securities and coupons shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

    SECTION 113. Legal Holidays.

    In any case where any Interest Payment Date, Redemption Date, Capital Exchange Date or Stated Maturity of any Debt Security shall not be a Business Day at any Place of Payment or Place of Capital Exchange, then (notwithstanding any other provision of this Indenture or of the Debt Securities or coupons) payment of interest or principal (and premium, if any) or exchange of Debt Securities for Capital Securities or cash need not be made at such Place of Payment or Place of Capital Exchange on such date, but may be made on the next succeeding Business Day at such Place of Payment or Place of Capital Exchange with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date, Capital Exchange Date or Stated Maturity, and no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, Capital Exchange Date or Stated Maturity, as the case may be.

    SECTION 114. Counterparts.

    This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture.

ARTICLE TWO

DEBT SECURITY FORMS

    SECTION 201. Forms Generally.

    The Registered Securities, if any, and the Bearer Securities and related coupons, if any, of each series shall be in substantially the form (including temporary or permanent global form) as shall be established in or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with the rules of any securities exchange, or as may, consistently herewith, be determined by the officers executing such Debt Securities or coupons, as evidenced by their signatures on the Debt Securities or coupons. If the form of Debt Securities of any series or coupons (including any such Global Security) is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 or the authentication and delivery of such Debt Securities or coupons.

    Unless otherwise specified as contemplated by Section 301, Debt Securities in bearer form, other than Debt Securities in temporary or permanent global form, shall have coupons attached.

    The definitive Debt Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any manner, all as determined by the officers executing such Debt Securities, as evidenced by the execution of such Debt Securities and coupons.

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    SECTION 202. Form of Trustee's Certificate of Authentication.

    This is one of the Debt Securities, of the series designated herein, described in the within-mentioned Indenture.

THE BANK OF NEW YORK as Trustee
By	Authorized Signatory

    SECTION 203. Debt Securities in Global Form.

    If Debt Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (12) of Section 301 and the provisions of Section 302, such Global Security shall represent the aggregate amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Debt Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Debt Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304.

    The provisions of the last sentence of Section 303(g) shall apply to any Debt Securities represented by a Debt Security in global form if such Debt Security was never issued and sold by the Company and the Company delivers to the Trustee the Debt Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Debt Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303(g).

    Global Securities may be issued in either registered or bearer form and in either temporary or permanent form.

ARTICLE THREE

THE DEBT SECURITIES

    SECTION 301. Amount Unlimited: Issuable in Series.

    The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited.

    The Debt Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any series:

    (1) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other Debt Securities);

    (2) the limit, if any, upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 304, 305, 306, 906, 1107, 1303, 1408 or 1903 and except for any Debt Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

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    (3) the date or dates on which the principal and premium, if any, of the Debt Securities of the series are payable;

    (4) the rate or rates, if any, at which the Debt Securities of the series shall bear interest, or the method or methods by which such rate or rates may be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, the Regular Record Date for the interest payable on any Registered Security on any Interest Payment Date and the circumstances, if any, in which the Company may defer interest payments;

    (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest on Debt Securities of the series shall be payable, any Registered Securities of the series may be surrendered for registration of transfer, Debt Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Debt Securities of the series and this Indenture may be served and where notices to Holders pursuant to Section 106 will be published;

    (6) if applicable, the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the option of the Company;

    (7) if applicable, the place or places at which, the period or periods within which, the price or prices at which and the terms and conditions upon which Debt Securities shall be exchangeable for Capital Securities of the Company, which terms and conditions shall not be inconsistent with Article Fourteen;

    (8) any covenant or option of the Company to create a Securities Fund for the repayment of the Debt Securities and the terms and conditions of such Securities Fund, which terms and conditions shall not be inconsistent with Article Fifteen;

    (9) the obligation, if any, of the Company to redeem, repay or purchase Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Debt Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

    (10) whether Debt Securities of the series are to be issuable as Registered Securities, Bearer Securities or both, whether Debt Securities of the series are to be issuable with or without coupons or both and, in the case of Bearer Securities, the date as of which such Bearer Securities shall be dated if other than the date of original issuance of the first Debt Security of such series of like tenor and term to be issued;

    (11) whether the Debt Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, the Depositary and Global Exchange Agent for such Global Security or Securities, whether such global form shall be permanent or temporary and, if applicable, the Global Exchange Date;

    (12) if Debt Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Debt Securities and whether the definitive Debt Securities will be Registered and/or Bearer Securities and will be in global form and whether interest in respect of any portion of such Global Security payable in respect of an Interest Payment Date prior to the Global Exchange Date shall be paid to any clearing organization with respect to a portion of such Global Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date if other than as provided in this Article Three;

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    (13) whether, and under what conditions, additional amounts will be payable to Holders of Debt Securities of the series pursuant to Section 1006;

    (14) the denominations in which any Registered Securities of the series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which any Bearer Securities of such series, shall be issuable, if other than the denominations of $5,000;

    (15) if other than the principal amount thereof, the portion of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;

    (16) the currency or currencies of denomination of the Debt Securities of any series, which may be in Dollars, any Foreign Currency or any composite currency, including but not limited to the ECU, and, if any such currency of denomination is a composite currency other than the ECU, the agency or organization, if any, responsible for overseeing such composite currency;

    (17) the currency or currencies in which payment of the principal of (and premium, if any) and interest on the Debt Securities will be made, the currency or currencies, if any, in which payment of the principal of (and premium, if any) or the interest on Registered Securities, at the election of each of the Holders thereof, may also be payable and the periods within which the terms and conditions upon which such election is to be made and the Exchange Rate and Exchange Rate Agent;

    (18) if the amount of payments of principal of (and premium, if any) or interest on the Debt Securities of the series may be determined with reference to an index based on a currency or currencies other than that in which the Debt Securities are denominated or designated to be payable, the manner in which such amounts shall be determined;

    (19) if payments of principal of (and premium, if any) or interest on the Debt Securities of the series are to be made in a Foreign Currency other than the currency in which such Debt Securities are denominated, the manner in which the Exchange Rate with respect to such payments shall be determined or if the Exchange Rate is to be determined otherwise than as provided in Section 101;

    (20) any Events of Default with respect to Debt Securities of such series, if not set forth herein;

    (21) the terms and conditions, if any, pursuant to which the Company's obligations under this Indenture may be terminated through the deposit of money or Eligible Instruments as provided in Articles Four or Seventeen;

    (22) the Person or Persons who shall be Security Registrar for the Debt Securities of such series if other than the Trustee, and the place or places where the Security Register for such series shall be maintained and the Person or Persons who will be the initial Paying Agent or Agents, if other than the Trustee;

    (23) whether the Debt Securities of the series are Convertible Securities and the terms related thereto including the Conversion Price and the date on which the right to convert expires; and

    (24) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).

    All Debt Securities of any one series and the coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officers' Certificate or in any such indenture supplemental hereto.

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    Debt Securities of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different Redemption or Repayment Dates and may be denominated in different currencies or payable in different currencies.

    If any of the terms of a series of Debt Securities are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series.

    SECTION 302. Denominations.

    Debt Securities of each series shall be issuable in such form and denominations as shall be specified in the form of Debt Security for such series approved or established pursuant to Section 201 or in the Officers' Certificate delivered pursuant to Section 301. In the absence of any specification with respect to the Debt Securities of any series, the Registered Securities of such series, if any, shall be issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series, if any, shall be issuable in the denomination of $5,000.

    SECTION 303. Execution, Authentication, Delivery and Dating.

    (a) The Debt Securities shall be executed on behalf of the Company by its Chairman of the Board, the Chairman of the Executive Committee of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, a Vice Chairman, the Chief Financial Officer, or a Vice President, and by its Treasurer or one of its Assistant Treasurers or its Secretary or one of its Assistant Secretaries under its corporate seal reproduced thereon. The signature of any of these officers on the Debt Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Company.

    Debt Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or coupons of any series or did not hold such offices at the date of such Debt Securities or coupons.

    (b) At any time and from time to time after the execution and delivery of this Indenture, Debt Securities of any series may be executed by the Company and delivered to the Trustee for authentication, and, except as otherwise provided in this Article Three, shall thereupon be authenticated and delivered by the Trustee upon Company Order, without any further action by the Company; provided, however, that, in connection with its original issuance, a Bearer Security may be delivered only outside the United States and, except in the case of a temporary Global Security, only if the Company or its agent shall have received the certification required pursuant to Sections 304(b)(iii) and (iv), unless such certification shall have been provided earlier pursuant to Section 304(b)(v) hereof, and only if the Company has no reason to know that such certification is false.

    To the extent authorized in or pursuant to a Board Resolution and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, such written Company Order may be given by any one officer of the Company, may be electronically transmitted, and may provide instructions as to registration of holders, principal amounts, rates of interest, maturity dates and other matters contemplated by such Board Resolution and Officers' Certificate or supplemental indenture to be so instructed in respect thereof. Before authorizing and delivering the first Debt Securities of any series (and upon request of the Trustee thereafter), the Company shall deliver to the Trustee (i) the

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certificates called for under Sections 201 and 301 hereof and (ii) an Opinion of Counsel described in the next sentence.

    In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to any Debt Securities, the Trustee shall be entitled to receive, prior to the initial authentication of such Debt Securities, and (subject to Section 601) shall be fully protected in relying upon:

(i)

a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution certified by the Secretary or an Assistant Secretary of the Company;



(ii)

an executed supplemental indenture, if any, relating thereto;



(iii)

an Officers' Certificate setting forth the form and terms of the Debt Securities of such series and coupons, if any, pursuant to Sections 201 and 301 and stating that all conditions precedent provided for in this Indenture relating to the issuance of such Debt Securities have been complied with, that no Event of Default with respect to any series of Debt Securities has occurred and is continuing and that the issuance of such Debt Securities is not and will not result in an Event of Default or an event or condition which, upon the giving of notice (or the acquisition of knowledge) or the lapse of time or both, would become an Event of Default; and



(iv)

an Opinion of Counsel stating

    (A) that the form of such Debt Securities and coupons, if any, has been established in or pursuant to a Board Resolution or by a supplemental indenture as permitted by Section 201 in conformity with the provisions of this Indenture;

    (B) that the terms of such Debt Securities and coupons, if any, have been established in or pursuant to a Board Resolution or by a supplemental indenture as permitted by Section 301 in conformity with the provisions of this Indenture;

    (C) that such Debt Securities and coupons, if any, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally and the application of general principles of equity, except that where the Debt Securities of any series are to be exchanged for Capital Securities or paid from the Securities Fund, the issuance of Capital Securities will require further action by the Board of Directors;

    (D) that the Company has the corporate power to issue such Debt Securities and coupons, if any, and has duly taken all necessary corporate action with respect to such issuance;

    (E) that the issuance of such Debt Securities and coupons, if any, will not contravene the charter or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any material indenture, mortgage or other agreement known to such counsel by which the Company or any of its subsidiaries is bound;

    (F) that all laws and requirements in respect of the execution and delivery by the Company of such Debt Securities and coupons, if any, have been complied with and that authentication and delivery of such Debt Securities by the Trustee will not violate the terms of the Indenture; and

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    (G) such other matters as the Trustee may reasonably request.

    (c) If the Company shall establish pursuant to Section 301 that the Debt Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Global Securities in permanent or temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Debt Securities of such series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction.

    (d) The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section 303 if (i) the Trustee, being advised by counsel, determines that such action may not lawfully be taken or (ii) the issuance of such Debt Securities will adversely affect the Trustee's own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

    (e) If all the Debt Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Debt Security, but such Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the time of the first issuance of Debt Securities of such series.

    (f)  Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated as of the date specified as contemplated by Section 301.

    (g) No Debt Security or coupon attached thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by the Trustee, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Debt Security or portion thereof shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as provided in Section 309 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Debt Security or portion thereof has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

    (h) Each Depositary designated pursuant to Section 301 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

    SECTION 304. Temporary Debt Securities.

    (a) Pending the preparation of definitive Debt Securities of any series, the Company may execute, and upon receipt of documents required by Section 301 and 303, together with a Company Order, the Trustee shall authenticate and deliver, temporary Debt Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor and terms of the definitive Debt Securities in lieu of which they are issued in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debt Securities may determine, as evidenced by their signatures on such Debt Securities. In the case of Debt Securities

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of any series issuable as Bearer Securities, such temporary Debt Securities may be in global form representing all or any part of the Outstanding Debt Securities of such series.

    (b) Unless otherwise provided pursuant to Section 301:

(i)

Except in the case of temporary Debt Securities in global form, if temporary Debt Securities of any series are issued, the Company will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the related temporary Debt Securities shall be exchangeable for such definitive Debt Securities upon surrender of the temporary Debt Securities of such series at the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of any series (accompanied, if applicable, by all unmatured coupons and all matured coupons in default appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Debt Securities of the same series of like tenor and terms and of authorized denominations; provided, however, that no Bearer Security shall be delivered in exchange for a Registered Security; and provided, further, that a Bearer Security shall be delivered in exchange for a Bearer Security only in compliance with the conditions set forth in Section 305.



(ii)

If Debt Securities of any series are issued in temporary global form, any such temporary Global Security shall, unless otherwise provided pursuant to Section 301, be delivered to the Depositary for the benefit of Euroclear and Clearstream S.A., for credit to the respective accounts of the beneficial owners of such Debt Securities (or to such other accounts as they may direct).



(iii)

Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Global Exchange Date"), the Company shall deliver definitive Debt Securities to the Trustee or the agent appointed by the Company pursuant to Section 301 to effect the exchange of the temporary Global Security for definitive Debt Securities (the "Global Exchange Agent"), in an aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Global Exchange Date, such temporary Global Security shall be surrendered by the Depository to the Global Exchange Agent, to be exchanged, in whole or from time to time in part, for definitive Debt Securities without charge and the Trustee or the Global Exchange Agent, if authorized by the Trustee pursuant to Section 614, shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Debt Securities of the same series of authorized denominations and of like tenor and terms as the portion of such temporary Global Security to be exchanged. Upon any exchange of a part of such temporary Global Security for definitive Debt Securities, the portion of the principal amount and any interest thereon so exchanged shall be endorsed by the Global Exchange Agent on a schedule to such temporary Global Security, whereupon the principal amount and interest payable with respect to such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. The definitive Debt Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, global registered form or global bearer form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, in the case of the exchange of the temporary Global Security for definitive Bearer Securities (including a definitive Global Bearer Security), upon such presentation by the Depositary, such temporary Global Security shall be accompanied by a certificate signed by Euroclear as to the portion of such temporary Global Security held for its account then to be exchanged and a certificate signed by Clearstream S.A. as to the

19

portion of such temporary Global Security held for its account then to be exchanged, each in form set forth in Exhibit B to this Indenture, unless such certificate(s) shall have been provided earlier pursuant to Section 304(b)(v) hereof; and provided, further, that definitive Bearer Securities (including a definitive Global Bearer Security) shall be delivered in exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 303.

(iv)

The interest of a beneficial owner of Debt Securities in a temporary Global Security shall be exchanged for definitive Debt Securities of the same series of like tenor and terms following the Global Exchange Date when the account holder instructs Euroclear or Clearstream S.A., as the case may be, to request such exchange on such account holder's behalf and in the case of the exchange of the temporary Global Security for definitive Bearer Securities (including a definitive Global Bearer Security), unless such certificate(s) shall have been earlier provided pursuant to Section 304(b)(v) hereof, the account holder delivers to Euroclear or Clearstream S.A., as the case may be, a certificate in the form set forth in Exhibit A-1 and, if applicable A-2 to this Indenture, dated no earlier that 15 days prior to the Global Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream S.A., the Global Exchange Agent, any authenticating agent appointed for such series of Debt Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Debt Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Debt Securities in person at the offices of Euroclear and Clearstream S.A. Definitive Debt Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States.



(v)

Until exchanged in full as hereinabove provided, the temporary Debt Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of the same series and of like tenor and terms authenticated and delivered hereunder, except that interest payable on a temporary Global Security on an Interest Payment Date shall be payable to Euroclear and Clearstream S.A. on such Interest Payment Date only if there has been delivery by Euroclear and Clearstream S.A. to the Global Exchange Agent of a certificate or certificates in form set forth in Exhibit B to this Indenture dated no earlier that the first Interest Payment Date, for credit without further interest on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream S.A., as the case may be, a certificate in the form set forth in Exhibit A-1 and, if applicable, A-2 to this Indenture dated no earlier than the first Interest Payment Date. Any interest so received by Euroclear and Clearstream S.A. and not paid as herein provided prior to the Global Exchange Date shall be returned to the Global Exchange Agent which, upon expiration of two years after such Interest Payment Date shall repay such interest to the Company in accordance with Section 1003.

    SECTION 305. Registration; Registration of Transfer and Exchange.

    The Company shall cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register (herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a "Security Registrar" for the purposes of registering such Debt Securities and transfers and exchanges of such Debt Securities as herein provided.

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    Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount.

    At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities.

    At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as other provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be.

    Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Holder marking the exchange is entitled to receive.

    If at any time the Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any time the Depositary for the Debt Securities of such series shall no longer be eligible under Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt Security of such series. If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 301(11) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities.

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    The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities.

    If specified by the Company pursuant to Section 301 with respect to a series of Debt Securities, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for Debt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

    (a) to each Person specified by such Depositary a new Debt Security or Securities of the same series of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and

    (b) to such Depositary a new Global Security of like tenor and terms and in denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Debt Securities delivered to Holders thereof.

    In any exchange provided for in any of the proceeding three paragraphs, the Company will execute and the Trustee will authenticate and deliver Debt Securities (a) in definitive registered form in authorized denominations if the Debt Securities of such series are issuable as Registered Security, (b) in definitive bearer form in authorized denominations, with coupons attached, if the Debt Securities of each such series are issuable as Bearer Securities or (c) as either Registered or Bearer Securities, as shall be specified by the beneficial owner thereof, if the Debt Security of such series are issuable in either form; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Global Security unless the Company or its agent shall have received from the person entitled to receive the definitive Bearer Security a certificate substantially in the form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and provided, further, that no delivery of a Bearer Security will be issued if the Company has reason to know that any such certificate is false.

    Upon the exchange of a Global Security for Debt Securities in definitive form, such Global Security shall be cancelled by the Trustee. Registered Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Registered Securities to the persons in whose names such Debt Securities are so registered. The Trustee shall deliver Bearer Securities issued in exchange for a Global Security pursuant to this Section to the persons, and in such authorized denominations, as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Global Security unless the Company or its agent shall have received from the person entitled to receive the definitive Bearer Security a certificate substantially in the form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and provided, further, that delivery of a Bearer Security shall occur only outside the United States; and provided, further that no definitive Bearer Security will be issued if the Company has reason to know that any such certificate is false.

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    All Debt Securities issued upon any registration of transfer or exchange for Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange.

    Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Security Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee duly executed by the Holder thereof or such Holder's attorney duly authorized in writing.

    No service charge shall be made for any registration of transfer or exchange of Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer, registration of transfer or exchange of Debt Securities, other than exchanges expressly provided in this Indenture to be made at the Company's own expense or without expense or without charge to the Holders.

    The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series to be redeemed or exchanged for Capital Securities for a period of fifteen days preceding the first publication of the relevant notice of redemption or, if Registered Securities are outstanding and there is no publication, the mailing of the relevant notice of redemption or exchange, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption or exchange in whole or in part, except the unredeemed or unexchanged portion of such Registered Security being redeemed or exchanged in part, or (iii) to exchange any Bearer Security so selected for redemption or exchange except that such a Bearer Security may be exchanged for a Registered Security of like tenor and terms of that series, provided that such Registered Security shall be simultaneously surrendered for redemption or exchange.

    Notwithstanding anything herein to the contrary, the exchange of Bearer Securities into Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange; neither the Company, the Trustee nor the Security Registrar shall exchange any Bearer Securities into Registered Securities if it has received an Opinion of Counsel that as a result of such exchanges the Company would suffer adverse consequences under the United States federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Orders to the Security Registrar.

    SECTION 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.

    If (i) any mutilated Debt Security or a Bearer Security with a mutilated coupon appertaining to it is surrendered to a Paying Agent outside the United States designated by the Company, or, in the case of any Registered Security, to the Trustee, or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debt Security or coupon, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company and the Trustee that such Debt Security or coupon has been acquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Debt Security or Bearer Security with a mutilated coupon appertaining to it or to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen) or in lieu of any such number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains; provided, however, that any such new Bearer Security will be delivered only in compliance with the conditions set forth in Section 305.

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    In case any such mutilated, destroyed, lost or stolen Debt Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Debt Security, pay such Debt Security or coupon; provided, however, that payment of principal of (and premium, if any) and any interest on Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an office or agency located outside the United States; and provided, further, that, with respect to any such coupons, interest represented thereby (but not any additional amounts payable as provided in Section 1006), shall be payable only upon presentation and surrender of the coupons appertaining thereto.

    Upon the issuance of any new Debt Security or coupon under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and printing expenses) connected therewith.

    Every new Debt Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security, or in exchange for a Bearer Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and any such new Debt Security and coupons, if any, shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities of that series and their coupons, if any, duly issued hereunder.

    The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities or coupons.

    SECTION 307. Payment of Interest; Interest Rights Preserved.

    Interest on any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Registered Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. In case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. At the option of the Company, payment of interest on any Registered Security may be made by check in the currency designated for such payment pursuant to the terms of such Registered Security mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account in such currency designated by such Person in writing not less than ten days prior to the date of such payment.

    Any interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of his having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

    (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such

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Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holder of such Registered Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investments) be equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit to the date of the proposed payment, such money and/or Eligible Instruments when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date. Unless the Trustee is acting as the Security Registrar, promptly after such Special Record Date, the Company shall furnish the Trustee with a list, or shall make special arrangements satisfactory to the Trustee with respect thereto, of the names and addresses of, and principal amounts of Registered Securities of such series held by, the Holders appearing on the Security Register at the close of business on such Special Record Date. In the name and at the expense of the Company, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.

    (2) The Company may make payment of any Defaulted Interest on the Registered Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Registered Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

    Subject to the foregoing provisions of this Section, each Debt Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debt Security.

    Subject to the limitations set forth in Section 1002, the Holder of any coupon appertaining to a Bearer Security shall be entitled to receive interest payable on such coupon upon presentation and

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surrender of such coupon on or after the Interest Payment Date of such coupon at an office or agency maintained for such purpose pursuant to Section 1002.

    If any Registered Security is exchanged for Capital Securities after any record date and on or prior to the next succeeding Interest Payment Date (other than any Debt Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be paid by the Company on such Interest Payment Date notwithstanding such exchange, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Debt Security is registered at the close of business on such record date.

    If any Bearer Security is exchanged for Capital Securities after any record date and on or prior to the next succeeding Interest Payment Date (other than any Debt Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such exchange, and such interest (whether or not punctually paid or duly provided for) shall be paid by the Company pursuant to such procedures as may be satisfactory to the Trustee.

    SECTION 308. Persons Deemed Owners.

    Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or of the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

    The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer Security or coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

    None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

    SECTION 309. Cancellation.

    Unless otherwise provided with respect to a series of Debt Securities, all Debt Securities and coupons surrendered for payment, redemption, repayment, transfer, exchange or credit against any sinking fund payment pursuant to this Indenture, shall, if surrendered to the Company or any agent of the Company, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Debt Securities so delivered shall be promptly cancelled by the Trustee. No Debt Securities shall be authenticated in lieu of or in exchange for any Debt Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Debt Securities and coupons held by the Trustee shall be disposed according to its customary procedures.

    SECTION 310. Computation of Interest.

    Except as otherwise specified as contemplated by Section 301 for Debt Securities of any series, interest on the Debt Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

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    SECTION 311. Certification by a Person Entitled to Delivery of a Bearer Security.

    Whenever any provision of this Indenture or a Debt Security contemplates that certification be given by a Person entitled to delivery of a Bearer Security, such certification shall be provided substantially in the form of Exhibit A-1 and, if applicable, A-2 hereto, with only such changes as shall be approved by the Company and consented to by the Trustee whose consent shall not unreasonably be withheld.

    SECTION 312. Judgments.

    The Company may provide, pursuant to Section 301, for the Debt Securities of any series that, to the fullest extent possible under applicable law and except as may otherwise be specified as contemplated in Section 301, (a) the obligation, if any, of the Company to pay the principal of (and premium, if any) and interest on the Debt Securities of any series and any appurtenant coupons in a Foreign Currency, composite currency or Dollars (the "Designated Currency") as may be specified pursuant to Section 301 is of the essence and agrees that judgments in respect of such Debt Securities shall be given in the Designated Currency; (b) the obligation of the Company to make payments in the Designated Currency of the principal of (and premium, if any) and interest on such Debt Securities and any appurtenant coupons shall, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Designated Currency that the Holder receiving such payment may, in accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and cost of exchange) in the country of issue of the Designated Currency in the case of Foreign Currency or Dollars or in the international banking community in the case of a composite currency on the Business Day immediately following the day on which such Holder receives such payment; (c) if the amount in the Designated Currency that may be so purchased for any reasons falls short of the amount originally due, the Company shall pay such additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation of the Company not discharged by such payment shall be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

    SECTION 401. Satisfaction and Discharge of Indenture.

    This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Debt Securities herein expressly provided for and rights to receive payments of principal and interest thereon and any right to receive additional amounts, as provided in Section 1006) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when

    (1) either

    (A) all Debt Securities theretofore authenticated and delivered and all coupons appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 305, (ii) Debt Securities and coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Bearer Securities called for redemption or surrendered for repayment and maturing after the relevant Redemption Date or Repayment Date, as appropriate, surrender of which has been waived as provided in Section 1106 or 1303 and (iv) Debt Securities and coupons for whose payment money and/or Eligible Instruments

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have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee canceled or for cancellation; or

    (B) all such Debt Securities not theretofore delivered to the Trustee for cancellation

(i)

have become due and payable, or



(ii)

will become due and payable at their Stated Maturity within one year, or



(iii)

are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice by the Trustee in the name, and at the expense, of the Company.

and the Company, in the case of (B)(i), (B)(ii) or (B)(iii) above, has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay and discharge the entire indebtedness on such Debt Securities and coupons of such series for principal (and premium, if any) and interest, and any mandatory sinking fund, repayment or analogous payments thereon, on the scheduled due dates therefor to the date of such deposit (in the case of Debt Securities and coupons which have become due and payable) or to the Stated Maturity or Redemption Date, if any, and all Repayment Dates (in the case of Debt Securities repayable at the option of the Holders thereof); provided, however, that in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Company within 91 days after the deposit, the obligations of the Company under the Indenture with respect to the Debt Securities of such series shall not be deemed terminated or discharged, and in such event the Trustee shall be required to return the deposited money and Eligible Instruments to the Company;

    (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

    (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

    Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Sections 607 and, if money or Eligible Instruments shall have been deposited with the Trustee pursuant to Subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

    SECTION 402. Application of Trust Money and Eligible Instruments.

    Subject to the provisions of the last paragraph of Section 1003, all money and Eligible Instruments deposited with the Trustee pursuant to Section 401 shall be held in trust and such money and the principal and interest received on such Eligible Instruments shall be applied by it, in accordance with the provisions of the Debt Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money or Eligible Instruments have been deposited with the Trustee.

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ARTICLE FIVE

REMEDIES

    SECTION 501. Events of Default.

    "Event of Default", wherever used herein with respect to Debt Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law, pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

    (1) the entry of a decree or order for relief in respect of the Company or the Bank by a court having jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Company or the Bank or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

    (2) the commencement by the Company or the Bank of a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, or the consent by the Company or the Bank to the entry of a decree or order for relief in an involuntary case under any such law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of either of the foregoing or of any substantial part of the property of either, or the making by the Company or the Bank of an assignment for the benefit of creditors, or the admission by the Company or the Bank in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or the Bank in furtherance of any such action; or

    (3) any other Event of Default, if any, provided with respect to Debt Securities of such series specified as contemplated by Section 301.

    SECTION 502. Acceleration of Maturity; Rescission and Annulment.

    If an Event of Default with respect to Debt Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of Outstanding Debt Securities of such series may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of and all accrued but unpaid interest on all the Debt Securities of such series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. Upon payment of such amount, all obligations of the Company in respect of the payment of principal of the Debt Securities of such series shall terminate.

    At any time after such a declaration of acceleration with respect to Debt Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the holders of a majority in principal amount of the Outstanding Debt Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

    (1) the Company has paid or deposited with the Trustee a sum sufficient to pay

    (A) all overdue installments of interest on all Debt Securities of such series and any related coupons,

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    (B) the principal of (and premium, if any, on) any Debt Securities of such series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Debt Securities,

    (C) to the extent that payment of such interest is lawful, interest upon overdue installments for interest on each Debt Security and any related coupons at the rate or rates prescribed therefor in such Debt Securities, and

    (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

    and

    (2) all Events of Default with respect to Debt Securities of such series have been cured or waived as provided in Section 513.

    No such rescission shall affect any subsequent default or impair any right consequent thereon.

    SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

    The Company covenants that if:

    (1) default is made in the payment of any installment of interest on any Debt Security or any related coupon when such interest becomes due and payable and such default continues for a period of 30 days, or

    (2) default is made in the payment of the principal of (or premium, if any, on) any Debt Security at the Maturity thereof, or

    (3) defaults in the deposit of any sinking fund payment, when and as due by the terms of a Debt Security of such series, or

    (4) defaults in any required designation of funds as Securities Funds, or

    (5) defaults in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has been expressly included in this Indenture solely for the benefit of series of Debt Securities other than such series), and such default or breach continues for a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Debt Securities and coupons, the amount then due and payable on such Debt Securities and coupons for any overdue principal (and premium, if any) and interest, sinking fund installment and interest, including the delivery of any Capital Securities then required to be delivered, and, to the extent that payment of such interest shall be legally enforceable, interest upon the overdue principal (and premium, if any) and, upon overdue installments of interest, at the rate or rates prescribed therefor in such Debt Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

    If the Company fails to pay such amounts (including the delivery of any Capital Securities then required to be delivered) forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid and the delivery of any Capital Securities required to be delivered and not so delivered, or, in the case

30

of the failure to deliver Capital Securities, money equal to the principal amount of the Debt Securities for which the Capital Securities were to be exchanged, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Debt Securities and coupons and collect the moneys (or money equal to the principal amount of the Debt Securities for which Capital Securities were to be exchanged) adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Debt Securities and coupons, wherever situated.

    If an Event of Default or a default specified in this Section with respect to Debt Securities of any series occurs and is containing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Debt Securities of such series and any related coupons by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

    SECTION 504. Trustee May File Proofs of Claim.

    In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceedings, or any voluntary or involuntary case under the Federal bankruptcy laws as now or hereafter constituted, relative to the Company or any other obligor upon the Debt Securities of a particular series or any related coupons or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of such Debt Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

    (1) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Debt Securities of such series and any appurtenant coupons and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

    (2) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, custodian, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

    Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Debt Securities or coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

    SECTION 505. Trustee May Enforce Claims without Possession of Debt Securities or Coupons.

    All rights of action and claims under this Indenture or the Debt Securities or coupons may be prosecuted and enforced by the Trustee without the possession of any of the Debt Securities or coupons or the production thereof in any proceeding relating hereto, and any such proceeding instituted by the Trustee shall be brought in its own name, as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Debt Securities and coupons in respect of which such judgment has been recovered.

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    SECTION 506. Application of Money Collected.

    Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or interest, upon presentation of the Debt Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

    FIRST: To the Trustee for payment of all costs and expenses of collection, including all sums paid or advanced by the Trustee and the reasonable compensation, expenses and disbursements of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607;

    SECOND: To the payment of amounts then due and unpaid to the holders of Senior Debt, to the extent required by Article Eighteen;

    THIRD: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Debt Securities and any coupons, in respect of which or for the benefit of which such money has been collected ratably, without preference or priority of any kind, according to the amounts due and payable on such Debt Securities and any coupons for principal (and premium, if any) and interest, respectively. The Holders of each series of Debt Securities denominated in ECU, any other composite currency or a Foreign Currency and any matured coupons relating thereto shall be entitled to receive a ratable portion of the amount determined by the Exchange Rate Agent by converting the principal amount Outstanding of such series of Debt Securities and matured but unpaid interest on such series of Debt Securities in the currency in which such series of Debt Securities is denominated into Dollars at the Exchange Rate as of the date of declaration of acceleration of the Maturity of the Debt Securities; and

    FOURTH: The balance, if any, to the Person or Persons entitled thereto.

    SECTION 507. Limitation on Suits.

    No Holder of any Debt Security of any series or any related coupons shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

    (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Debt Securities of such series;

    (2) the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

    (3) such Holder or Holders have offered indemnity reasonable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

    (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

    (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Debt Securities of such series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

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    SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Exchange Debt Securities for Capital Securities.

    Notwithstanding any other provision in this Indenture, the Holder of any Debt Security or coupon shall have the right which is absolute and unconditional to receive payment of such coupon on the respective Stated Maturity or Maturities expressed in such Debt Security or coupon (or, in the case of redemption, on the Redemption Date or the Repayment Date, as the case may be), to have the Debt Securities exchanged for Capital Securities pursuant to Article Fourteen, if applicable, and to institute suit for the enforcement of any such payment or exchange, and such right shall not be impaired without the consent of such Holder, subject, however, to the provisions of Article Eighteen.

    SECTION 509. Restoration of Rights and Remedies.

    If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

    SECTION 510. Rights and Remedies Cumulative.

    Except as otherwise provided in Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

    SECTION 511. Delay or Omission Not Waiver.

    No delay or omission of the Trustee or of any Holder of any Debt Security or coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

    SECTION 512. Control by Holders of Debt Securities.

    The Holders of a majority in principal amount of the Outstanding Debt Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such series, provided, that

    (1) such direction shall not be in conflict with any rule of law or with this Indenture;

    (2) subject to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceeding so directed would be unjustly prejudicial to the Holders of Debt Securities of such series not joining in any such direction (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders); and

    (3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

    SECTION 513. Waiver of Past Defaults.

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    The Holders of not less than a majority in principal amount of the Outstanding Debt Securities of any series may on behalf of the Holders of all the Debt Securities of any such series and any related coupons waive any past default hereunder with respect to such series and its consequences, except a default

    (1) in the payment of the principal of (or premium, if any) or interest on any Debt Security of such series, or

    (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of such series or coupon affected.

    Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

    SECTION 514. Undertaking for Costs.

    All parties to this Indenture agree, and each Holder of any Debt Security or coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Debt Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Debt Security or the payment of any coupon on or after the respective Stated Maturity or Maturities expressed in such Debt Security or coupon (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date, as the case may be) or for the enforcement of the right to exchange any Debt Securities for Capital Securities as provided in Article Fourteen.

    SECTION 515. Waiver of Stay or Extension Laws.

    The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law whenever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

    SECTION 601. Certain Duties and Responsibilities.

    (a) With respect to Debt Securities of any series, except during the continuance of an Event of Default with respect to the Debt Securities of such series,

    (1) the Trustee undertakes to perform such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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    (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officers' Certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not conform or investigate the accuracy of mathematical calculations or other facts stated therein).

    (b) In case an Event of Default with respect to Debt Securities of any series has occurred and is continuing, the Trustee shall, with respect to the Debt Securities of such series or any coupons, as the case may be, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

    (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

    (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section.

    (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

    (3) the Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders of a majority in principal amount of Outstanding Debt Securities of such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Debt Securities of such series.

    (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

    (e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

    SECTION 602. Notice of Defaults.

    Within 90 days after the occurrence of any default hereunder with respect to Debt Securities of any series the Trustee shall transmit by mail to all Holders of Debt Securities of such series, entitled to receive reports pursuant to Section 703(c), notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Debt Security of such series or any related coupons or in the payment of any sinking fund installment with respect to Debt Securities of such series or in the exchange of Capital Securities for Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Debt Securities of such series. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt Securities of such series.

    SECTION 603. Certain Rights of Trustee.

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    Except as otherwise provided in Section 601:

    (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

    (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

    (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate;

    (d) the Trustee may consult with counsel and the advise of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

    (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Debt Securities of such series or any related coupons pursuant to this Indenture, unless such Holders shall have offered security or indemnity reasonable to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

    (f)  the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney, other than any such books or records containing information as to the affairs of the customers of the Company or any of its subsidiaries; provided that the Trustee may examine such books and records relating to customers to the extent that such books and records contain information as to any payments made to such customers in their capacity as Holders of Debt Securities; and

    (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; no Exchange Rate Agent, Global Exchange Agent, Capital Exchange Agent, Depositary or Paying Agent shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any of them.

    (h) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, or where information is required or necessary to be furnished by the Company in order for the Trustee to act, the Trustee (unless other evidence be herein specifically prescribed), shall not be liable for any action it takes or omits to take in good faith in reliance upon an Officer's Certificate;

    (i)  The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Company, except as otherwise specifically set forth in this Indenture, but the Trustee may require of the Company full information and advice as to the performance of the covenants, conditions and agreements contained herein and should be entitled in connection therewith to examine the books, records and premises of the Company; provided,

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however, the Trustee agrees to maintain the confidentiality of any nonpublic information relating to the Company obtained by the Trustee in its capacity as Trustee and not to reveal any such confidential information except as necessary to comply with any court order or discovery request; and further provided that the Trustee shall give prompt notice to the Company of any such court order or discovery request received by the Trustee;

    (j)  The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty;

    (k) The Trustee shall not be required to give any note or surety in respect of the execution of the trusts and powers under this Indenture.

    (l)  The Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge therefor unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

    (m) The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and

    (n) The Trustee may request that the Company delivers an Officers' Certificate setting forth the names of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

    SECTION 604. Not Responsible for Recitals or Issuance of Debt Securities.

    The recitals contained herein and in the Debt Securities, except the Trustee's certificates of authentication, and in any coupons, and the information in any registration statement, including all attachments thereto, except information provided by the Trustee therein, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for this correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities of any series or any coupons or any Capital Securities. The Trustee shall not be accountable for the use or application by the Company of any Debt Securities or the proceeds thereof. The Trustee shall not be responsible for and makes no representations to the Company's ability or authority to issue Bearer Securities or the lawfulness thereof.

    SECTION 605. May Hold Debt Securities or Coupons.

    The Trustee, any Paying Agent, the Security Registrar or any other agent of the Company or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Debt Securities and coupons, and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such agent.

    SECTION 606. Money Held in Trust.

    Money held by the Trustee or any Paying Agent in trust hereunder need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

    SECTION 607. Compensation and Reimbursement.

    The Company agrees

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    (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

    (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and

    (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense including taxes (other than taxes based upon the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust or performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

    As security for the performance of the obligations of the Company under this Section the Trustee shall have a claim prior to the Debt Securities and any coupons upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Debt Securities or any coupons. The claims of the Trustee under this Section shall not be subject to the provisions or Article Eighteen.

    When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(1) or Section 501(2), the expenses (including reasonable fees and expenses of its counsel) and the compensation for the services in connection therewith are intended to constitute expenses of administration under Bankruptcy Law.

    The provisions of this Section shall survive the termination of this Indenture.

    SECTION 608. Disqualification.

    This Indenture shall always have a Trustee who satisfies the requirements of Section 310(a)(1) of the Trust Indenture Act. The Trustee is subject to Section 310(b) of the Trust Indenture Act.

    SECTION 609. Corporate Trustee Required; Eligibility.

    There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, and subject to supervision or examination by Federal or State authority; provided, however, that if Section 310(a) of the Trust Indenture Act or the rules and regulations of the Commission under the Trust Indenture Act at any time permit a corporation organized and doing business under the laws of any other jurisdiction to serve as trustee of an indenture qualified under the Trust Indenture Act, this Section 609 shall be automatically amended to permit a corporation organized and doing business under the laws of any such other jurisdiction to serve as Trustee hereunder. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any person directly or indirectly controlling, controlled by or under common control with the Company may serve as Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

    SECTION 610. Resignation and Removal; Appointment of Successor.

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    (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 611.

    (b) The Trustee may resign at any time with respect to the Debt Securities of one or more series by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation or removal, the retiring Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series.

    (c) The Trustee may be removed at any time with respect to the Debt Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such series, delivered to the Trustee and to the Company.

    (d) If at any time:

    (1) the Trustee shall cease to be eligible under Section 609 with respect to any series of Debt Securities and shall fail to resign after written request therefor by the Company or by any such Holder, or

    (2) the Trustee shall become incapable of acting with respect to any series of Debt Securities or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Trustee in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or similar law; or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator or other similar official of the Trustee or of its property or affairs, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, or

    (3) the Trustee shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator or other similar official of the Trustee or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action,

then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to such series or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Debt Security of any series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee for the Debt Securities of such series and the appointment of a successor Trustee.

    (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Debt Securities, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Debt Securities or one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Debt Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Debt Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such series

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delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Debt Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Debt Securities of any series shall have been so appointed by the Company or the Holders and accepted anointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Debt Security of such series for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series.

    (f)  The Company shall give notice of each resignation and each removal of the Trustee with respect to the Debt Securities of any series and each appointment of a successor Trustee with respect to the Debt Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security Register and, if Debt Securities of such series are issuable as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of Payment located outside the United States. Each notice shall include the name of the successor Trustee with respect to the Debt Securities of such series and the address of its Corporate Trust Office.

    SECTION 611. Acceptance of Appointment by Successor.

    (a) In the case of an appointment hereunder of a successor Trustee with respect to all Debt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

    (b) In case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series, the Company, the retiring Trustee upon payment of its charges, and each successor Trustee with respect to the Debt Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates; but, on the request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all

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property and money held by such retiring Trustee hereunder with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates.

    (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

    (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

    SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

    Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the executing or filing of any paper or any further act on the part of any of the parties hereto. In case any Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Debt Securities. In case any Debt Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Debt Securities, in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee.

    SECTION 613. Preferential Collection of Claims Against Company.

    (a) Subject to Subsection (b) of this Section, if the Trustee shall be or shall become a creditor, directly or indirectly, secured or unsecured, of the Company within three months prior to a default, as defined in Subsection (c) of this Section, or subsequent to such a default, then, unless and until such default shall be cured, the Trustee shall set apart and hold in a special account for the benefit of the Trustee individually, the Holders of the Debt Securities and coupons and the holders of other indenture securities (as defined in Subsection (c) of this Section):

    (1) an amount equal to any and all reductions in the amount due and owing upon any claim as such creditor in respect of principal or interest, effected after the beginning of such three-month period and valid as against the Company and its other creditors, except any such reduction resulting from the receipt or disposition of any property described in paragraph (2) of this Subsection, or from the exercise of any right of set-off which the Trustee could have exercised if a voluntary or involuntary case had been commenced in respect of the Company under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law upon the date of such default; and

    (2) all property received by the Trustee in respect of any claims as such creditor, either as security therefor, or in satisfaction or composition thereof, or otherwise, after the beginning of such three-month period, or an amount equal to the proceeds of any such property, if disposed of, subject, however, to the rights, if any, of the Company and its other creditors in such property or such proceeds.

    Nothing herein contained, however, shall affect the right of the Trustee:

    (A) to retain for its own account (i) payments made on account of any such claim by any Person (other than the Company) who is liable thereon, and (ii) the proceeds of the bona fide sale of any such claim by the Trustee to a third Person, and (iii) distributions made in cash, securities or other property in respect of claims filed against the Company in bankruptcy or

41

receivership or in proceedings for reorganization pursuant to the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law;

    (B) to realize, for its own account, upon any property held by it as security for any such claim if such property was so held prior to the beginning of such three-month period;

    (C) to realize, for its own account, but only to the extent of the claim hereinafter mentioned, upon any property held by it as security for any such claim, if such claim was created after the beginning of such three-month period and such property was received as security therefor simultaneously with the creation thereof, and if the Trustee shall sustain the burden of proving that at the time such property was so received the Trustee had no reasonable cause to believe that a default as defined in Subsection (c) of this Section would occur within three months; or

    (D) to receive payment on any claim referred to in paragraph (B) or (C), against the release of any property held as security for such claim as provided in paragraph (B) or (C), as the case may be, to the extent of the fair value of such property.

    For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of such three-month period for property held as security at the time of such substitution shall, to the extent of the fair value of the property released, have the same status as the property released, and, to the extent that any claim referred to in any of such paragraphs is created in renewal of or in substitution for or for the purpose of repaying or refunding any pre-existing claim of the Trustee as such creditor, such claim shall have the same status as such pre-existing claim.

    If the Trustee shall be required to account, the funds and property held in such special account and the proceeds thereof shall be apportioned among the Trustee, the Holders and the holders of other indenture securities in such manner that the Trustee, the Holders and the holders of other indenture securities realize, as a result of payments from such special account and payments of dividends on claims filed against the Company in bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, the same percentage of their respective claims, figured before crediting to the claim of the Trustee anything on account of the receipt by it from the Company of the funds and property in such special account and before crediting to the respective claims of the Trustee and the Holders and the holders of other indenture securities dividends on claims filed against the Company in bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, but after crediting thereon receipts on account of the indebtedness represented by their respective claims from all sources other than from such dividends and from the funds and property so held in such special account. As used in this paragraph, with respect to any claim, the term "dividends" shall include any distribution with respect to such claim, in bankruptcy or receivership or proceedings for reorganization pursuant to the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or other similar law, whether such distribution is made in cash, securities, or other property, but shall not include any such distribution with respect to the secured portion, if any, of such claim. The court in which such bankruptcy, receivership or proceedings for reorganization is pending shall have jurisdiction (i) to apportion among the Trustee and the Holders and the holders of other indenture securities, in accordance with the provisions of this paragraph, the funds and property held in such special account and proceeds thereof, or (ii) in lieu of such apportionment, in whole or in part, to give to the provisions of this paragraph due consideration in determining the fairness of the distributions to be made to the Trustee and the Holders and the holders of other indenture securities with respect to their respective claims, in which event it shall not be necessary to liquidate or to

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appraise the value of any securities or other property held in such special account or as security for any such claim, or to make a specific allocation of such distributions as between the secured and unsecured portions of such claims, or otherwise to apply the provisions of this paragraph as a mathematical formula.

    Any Trustee which has resigned or been removed after the beginning of such three-month period shall be subject to the provisions of this Subsection as though such resignation or removal had not occurred. If any Trustee has resigned or been removed prior to the beginning of such three-month period, it shall be subject to the provisions of this Subsection if and only if the following conditions exist:

(i)

the receipt of property or reduction of claim, which would have given rise to the obligation to account, if such Trustee had continued as Trustee, occurred after the beginning of such three-month period; and



(ii)

such receipt of property or reduction of claim occurred within three months after such resignation or removal.

    (b) There shall be excluded from the operation of Subsection (a) of this Section a creditor relationship arising from

    (1) the ownership or acquisition of securities issued under any indenture, or any security or securities having a maturity of one year or more at the time of acquisition by the Trustee;

    (2) advances authorized by a receivership or bankruptcy court of competent jurisdiction or by this Indenture, for the purpose of preserving any property which shall at any time be subject to the lien of this Indenture or of discharging tax liens or other prior liens or encumbrances thereon, if notice of such advances and of the circumstances surrounding the making thereof is given to the Holders at the time and in the manner provided in this Indenture;

    (3) disbursements made in the ordinary course of business in the capacity of trustee under an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or depositary, or other similar capacity;

    (4) an indebtedness created as a result of services rendered or premises rented; or an indebtedness created as a result of goods or securities sold in a cash transaction as defined in Subsection (c) of this Section;

    (5) the ownership of stock or of other securities of a corporation organized under the provisions of Section 25(a) of the Federal Reserve Act, as amended, which is directly or indirectly a creditor of the Company; or

    (6) the acquisition, ownership, acceptance or negotiation of any drafts, bills of exchange, acceptances or obligations which fall within the classification of self- liquidating paper as defined in Subsection (c) of this Section.

    (c) For the purposes of this Section only:

    (1) The term "default" means any failure to make payment in full of the principal of or interest on any of the Debt Securities or upon the other indenture securities when and as such principal or interest becomes due and payable.

    (2) The term "other indenture securities" means securities upon which the Company is an obligor outstanding under any other indenture (i) under which the Trustee is also trustee, (ii) which contains provisions substantially similar to the provisions of this Section, and (iii) under which a default exists at the time of the apportionment of the funds and property held in such special account.

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    (3) The term "cash transaction" means any transaction in which full payment for goods or securities sold is made seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks and payable upon demand.

    (4) The term "self-liquidating paper" means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

    (5) The term "Company" means any obligor upon the Debt Securities.

    SECTION 614. Authenticating Agent.

    The Trustee shall upon Company request appoint one or more authenticating agents (including, without limitation, the Company or any Affiliate thereof) with respect to one or more series of Debt Securities which shall be authorized on behalf of the Trustee in authenticating Debt Securities of such series in connection with the issue, delivery, registration of transfer, exchange, partial redemption or repayment of such Debt Securities. Wherever reference is made in this Indenture to the authentication on behalf of the Trustee by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Company and must be a corporation organized and doing business under the laws of the United States or of any State, having a principal office in the Borough of Manhattan, The City of New York, having a combined capital surplus of at least $1,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State authorities or the equivalent foreign authority in the case of an authenticating agent who is not organized and doing business under the laws of the United States or of any State thereof or the District of Columbia.

    Any corporation succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or such authenticating agent.

    An authenticating agent may at any time resign with respect to one or more series of Debt Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of an authenticating agent with respect to one or more series of Debt Securities by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent herein. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section.

    The Company agrees to pay to each authenticating agent from time to time reasonable compensation for its services under this Section, subject to the provisions of Section 607.

    The provisions of Sections 104, 111, 306, 309, 603, 604 and 605 shall be applicable to any authenticating agent.

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    Pursuant to each appointment made under this Section, the Debt Securities of each series covered by such appointment may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form:

    This is one of the Debt Securities, of the series designated herein, described in the within-mentioned Indenture.

THE BANK OF NEW YORK
By
	As Authenticating Agent for the Trustee
By
	Authorized Signatory

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

    SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

    The Company will furnish or cause to be furnished to the Trustee with respect to Debt Securities of each series for which it acts as Trustee:

    (1) semi-annually, not more than 15 days after the Regular Record Date in respect of the Debt Securities of such series or on June 30 and December 31 of each year with respect to each series of Debt Securities for which there are no Regular Record Dates, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities as of such Regular Record Date or June 15 or December 15, as the case may be, and

    (2) At such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.

provided, however, that if and so long as the Trustee shall be the Security Registrar, no such list need be furnished.

    SECTION 702. Preservation of Information; Communications to Holders.

    (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Registered Securities contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders of Registered Securities received by the Trustee in its capacity as Paying Agent or Security Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. The Trustee shall preserve for at least two years the names and addresses of Holders of Bearer Securities filed with the Trustee pursuant to Section 703(c).

    (b) If three or more Holders of Debt Securities of any series (hereinafter referred to as "applicants") apply in writing to the Trustee, and furnish to the Trustee proof that each such applicant has owned a Debt Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Debt Securities of such series (in which case the applicants must hold Debt Securities of such series) or with all Holders of Debt Securities with respect to their rights under this Indenture or under the Debt

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Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business days after the receipt of such application, at its election, either

(i)

afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 702(a), or



(ii)

inform such applicants as to the approximate number of Holders of Debt Securities of such series or of all Debt Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 702(a), and as to the approximate time of mailing to such Holders the form of proxy or other communication, if any, specified in such application.

    If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder whose name and address appear in the information preserved at the time by the Trustee in accordance with Section 702(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender, otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their applications.

    (c) Every Holder of Debt Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 702(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 702(b).

    Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers' Certificate).

    SECTION 703. Reports by Trustee.

    (a) Within 60 days after May 15 of each year commencing with the year 2002, the Trustee shall transmit by mail to all Holders of Debt Securities of any series with respect to which it acts as Trustee, as provided in Subsection (c) of this Section, a brief report dated as of such May 15 with respect to any of the following events which may have occurred within the previous twelve months (but if no such event has occurred within such period, no report need be transmitted):

    (1) any change to its eligibility under Section 609 and its qualifications under Section 608;

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    (2) the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof) made by the Trustee (as such) which remain unpaid on the date of such report, and for the reimbursement of which it claims or may claim a lien or charge, prior to that of the Debt Securities of such series or any related coupons, on any property or funds held or collected by it as Trustee, except that the Trustee shall not be required (but may elect) to report such advances if such advances so remaining unpaid aggregate not more than ¹/2% of the principal amount of the Outstanding Debt Securities of such series on the date of such report;

    (3) the amount, interest rate and maturity date of all other indebtedness owing by the Company (or any other obligor on the Debt Securities of such series) to the Trustee in its individual capacity, on the date of such report, with a brief description of any property held as collateral security therefor, except an indebtedness based upon a creditor relationship arising in any manner described in Section 613(b)(2), (3), (4) or (6);

    (4) any change to the property and funds, if any, physically in the possession of the Trustee as such on the date of such report;

    (5) any additional issue of Debt Securities which the Trustee has not previously reported; and

    (6) any action taken by the Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion materially affects the Debt Securities, except action in respect of a default, notice of which has been or is to be withheld by the Trustee in accordance with Section 602;

provided, however, that if the Trust Indenture Act is amended subsequent to the date hereof to eliminate the requirement of the Trustee's brief report, the report required by this Section need not be transmitted to any Holders.

    (b) The Trustee shall transmit by mail to all Holders of Debt Securities of any series for which it acts as the Trustee, as provided in Subsection (c) of this Section, a brief report with respect to the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof) made by the Trustee (as such) since the date of the last report transmitted pursuant to Subsection (a) of this Section (or if no such report has yet been so transmitted, since the date of execution of this instrument) for the reimbursement of which it claims or may claim a right or charge, prior to that of the Debt Securities of such series, on property or funds held or collected by it as Trustee, and which it has not previously reported pursuant to this Subsection, except that the Trustee for each series shall not be required (but may elect) to report such advances if such advances remaining unpaid at any time aggregate 10% or less of the principal amount of the Debt Securities of such series Outstanding at such time, such report to be transmitted within 90 days after such time.

    (c) Reports pursuant to this Section shall be transmitted by mail:

    (1) to all Holders of Registered Securities, as the names and addresses of such Holders appear in the Security Register;

    (2) to such Holders of Bearer Securities as have, within the two years preceding such transmissions, filed their names and addresses with the Trustee for that purpose; and

    (3) except in the case of reports pursuant to Subsection (b) of this Section, to each Holder of a Debt Security whose name and address is preserved at the time by the Trustee, as provided in Section 702(a).

    (d) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Debt Securities of such series are listed, with the

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Commission and also with the Company. The Company will notify the Trustee when any series of Debt Securities are listed on any stock exchange.

    SECTION 704. Reports by Company.

    The Company will:

    (a) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a National Securities Exchange as may be prescribed from time to time in such rules and regulations;

    (b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

    (c) transmit by mail to all Holders of Debt Securities, in the manner and to the extent provided in Section 703(c) with respect to reports pursuant to Section 703(a), within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

    Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers' Certificates).

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

    SECTION 801. Company May Consolidate, etc., Only on Certain Terms.

    The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

    (a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any political subdivision thereof or any State thereof and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including all additional amounts, if any, payable pursuant to Section 1006) on all the Debt Securities and any related coupons and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

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    (b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing;

    (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, transfer or lease and, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been met.

    SECTION 802. Successor Corporation Substituted.

    Upon any consolidation with or merger into any other corporation, or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein, and thereafter, except in the case of a lease, the Company (which term for this purpose shall mean the Person named as the "Company" in the first paragraph of this instrument or any successor corporation which shall theretofore have become such in the manner presented in this Article) shall be relieved of all obligations and covenants under this Indenture and the Debt Securities and coupons.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

    SECTION 901. Supplemental Indentures without Consent of Holders.

    Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter onto one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

    (1) to evidence the succession of another corporation to the Company, and the assumption by such successor of the covenants of the Company herein and in the Debt Securities contained; or

    (2) to add to the covenants of the Company, for the benefit of the Holders of all or any series of Debt Securities or coupons (and if such covenants are to be for the benefit of less than all series of Debt Securities, or coupons stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to surrender any right or power herein conferred upon the Company; or

    (3) to add to any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Debt Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); or

    (4) to add to, change or eliminate any of the provisions of this Indenture to provide that Bearer Securities may be remittable as to principal, to change or eliminate any restrictions on the payment of principal (or premium, if any) on Registered Securities or of principal (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Debt Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Debt Securities of any series or any related coupons in any material respect; or

    (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination (a) shall become effective only when there is no Debt Security Outstanding

49

of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (b) shall not apply to any Debt Security Outstanding; or

    (6) to establish the form or terms of Debt Securities of any series as permitted by Sections 201 and 301; or

    (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b); or

    (8) to evidence any changes to Section 608, 609 or 703(a) permitted by the terms thereof; or

    (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture, provided such other provisions shall not adversely affect the interests of the Holders of Debt Securities of any series or any related coupons in any material respect; or

    (10) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided such action shall not adversely affect the interest of Holders of the Debt Securities of any series or any appurtenant coupons in any material respect.

    SECTION 902. Supplemental Indentures with Consent of Holders.

    With the consent of the Holders of not less than 66²/3% in principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture of such Debt Securities of such series and any related coupons; provided, however, that an indenture supplemental hereto which changes the required ownership set forth in the definition of Controlled Subsidiary in Section 101 hereof from 80% to a majority but does not change any other provision of this Indenture or modify in any other manner the rights of the Holders of all the Debt Securities under this Indenture may be entered into with the consent of the Holders of at least a majority in principal amount of the Outstanding Debt Securities of each series; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Debt Security or coupon affected thereby,

    (1) change the Stated Maturity of the principal or any installment of principal of, or any installment of interest on, any Debt Security, or reduce the principal amount thereof or the interest hereon or any premium payable upon redemption or repayment thereof, or change any obligation of the Company to pay additional amounts pursuant to Section 1006 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment, or the coin or currency in which any Debt Security or the interest thereon or any coupon is payable, or impair any right to the delivery of Capital Securities in exchange for Debt Securities provided for in this Indenture or the right to institute suit for the enforcement of any such payment or delivery on or after the Stated Maturity thereof (or, in the case of redemption, repayment or exchange, on or after the Redemption Date, Repayment Date or Capital Exchange Date, as the case may be); or

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    (2) reduce the percentage in principal amount of the Outstanding Debt Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1604 for quorum or voting; or

    (3) modify any of the provisions of this Section, Section 513 or Section 1007, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1007, or the deletion of this provision, in accordance with the requirements of Section 611(b) and 901(7); or

    (4) adversely affect the right to repayment, if any, of Debt Securities of any series at the option of the Holders thereof; or

    (5) impair the right of any Holder of Debt Securities of any series to receive Capital Securities on any Capital Exchange Date for Debt Securities of such series with a Market Value equal to the principal amount of such Holder's Debt Securities of such series or in an amount sufficient to provide proceeds upon sale by the Company in the Secondary Offering equal to the principal amount of such Holder's Debt Securities of such series; or

    (6) impair the right of any Holder of Convertible Securities of any series to convert such Debt Securities pursuant to Article Nineteen;

and provided, further, that no change shall be made in the provisions of Article Eighteen that will affect adversely the holders of Senior Debt without the consent of the holders of all Senior Debt Outstanding.

    A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Debt Securities, or which modifies the rights of the Holders of Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt Securities of any other series.

    It shall not be necessary for any Act of Holders of the Debt Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

    SECTION 903. Execution of Supplemental Indentures.

    In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

    SECTION 904. Effect of Supplemental Indentures.

    Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Debt Securities theretofore or thereafter authenticated and delivered hereunder and of any coupons appertaining thereto shall be bound thereby.

    SECTION 905. Conformity with Trust Indenture Act.

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    Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

    SECTION 906. Reference in Debt Securities to Supplemental Indenture.

    Debt Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Debt Securities of any series and any appurtenant coupons so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities of such series and any appurtenant coupons.

ARTICLE TEN

COVENANTS

    SECTION 1001. Payment of Principal, Premium and Interest.

    The Company covenants and agrees for the benefit of each series of Debt Securities and any appurtenant coupons that it will duly and punctually pay the principal of (and premium, if any) and interest on the Debt Securities and any appurtenant coupons in accordance with the terms of the Debt Securities, any appurtenant coupons and this Indenture. Any interest due on Bearer Securities on or before Maturity, other than additional amounts, if any, payable as provided in Section 1006 in respect of principal of (or premium, if any, on) such a Debt Security, shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. For all purposes of this Indenture, the exchange of Capital Securities for Debt Securities of any series pursuant to the Indenture shall constitute full payment of principal of the Debt Securities of such series being exchanged on any Capital Exchange Date for Debt Securities of such series, without prejudice to any Holder's rights pursuant to Section 1413.

    SECTION 1002. Maintenance of Office or Agency.

    The Company will maintain in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities (but, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Debt Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities and this Indenture may be served. If Debt Securities of a series are issuable as Bearer Securities, the Company will maintain, subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series which is located outside the United States where Debt Securities of such series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Debt Securities of such series pursuant to Section 1006); provided, however, that if the Debt Securities of such series are listed on the Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent in London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Debt Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive all presentations, surrenders, notices and demands, except that Bearer Securities of that series and the related coupons may be presented and surrendered for payment

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(including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1006) at the place specified for the purpose pursuant to Section 301(5).

    No payment of principal of, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, payment of principal of and any premium and interest denominated in Dollars (including additional amounts payable in respect thereof) on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the United States if (but only if) payment of the full amount of such principal, premium, interest or additional amounts in Dollars at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 301 with respect to any series of Debt Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check in the currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account in such currency maintained by the payee with a bank located outside the United States.

    The Company may also from time to time designate one or more other offices or agencies (in or outside of such Place of Payment) where the Debt Securities of one or more series and any appurtenant coupons (subject to the preceding paragraph) may be presented or surrendered for any or all such purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain an office or agency in each Place of Payment for any series of Debt Securities, for such purposes. The Company will give prompt written notice to the Trustee of any such designation and any change in the location of any such other office or agency.

    SECTION 1003. Money for Debt Securities Payments to Be Held in Trust.

    If the Company shall at any time act as its own Paying Agent with respect to any series of Debt Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Debt Securities of such series and any appurtenant coupons, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure to so act.

    Whenever the Company shall have one or more Paying Agents with respect to any series of Debt Securities, it will prior to each due date of the principal of (and premium, if any) or interest on any Debt Securities of such series and any appurtenant coupons, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its actions or failure to so act.

    The Company will cause each Paying Agent with respect to any series of Debt Securities other than the Trustee to execute and deliver to the Trustee an instrument in which Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will

    (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Debt Securities of such series and any appurtenant coupons in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

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    (2) give the Trustee notice of any default by the Company (or any other obligor upon the Debt Securities of such series or any appurtenant coupons) in the making of any payment of principal of (and premium, if any) or interest on the Debt Securities of such series or any appurtenant coupons; and

    (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

    The Company may at any time, for the purpose of terminating its obligations under this Indenture with respect to Debt Securities of any series or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

    Any principal and interest received on the Eligible Instruments deposited with the Trustee or any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Debt Security of any series or any appurtenant coupon or any money on deposit with the Trustee or any Paying Agent representing amounts deducted from the Redemption Price or Repayment Price with respect to unmatured coupons not presented upon redemption or exercise of the Holder's option for repayment pursuant to Section 1106 or 1303 and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Debt Security or any coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money (including the principal and interest received on Eligible Instruments deposited with the Trustee), and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, and each Place of Payment or mailed to each such Holder, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be repaid to the Company.

    SECTION 1004. Officers' Certificate as to Default.

    The Company will deliver to the Trustee, on or before a date not more than four months after the end of each fiscal year of the Company (which on the date hereof is the calendar year) ending after the date hereof, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture, and, if the Company shall be in default, specifying all such defaults and the nature thereof of which they may have knowledge.

    SECTION 1005. Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by, the Bank.

    The Company will not:

    (1) sell, transfer or otherwise dispose of any shares of Voting Stock of the Bank or permit the Bank to issue, sell or otherwise dispose of any shares of its Voting Stock, unless, after giving effect to any such transaction, the Bank remains a Controlled Subsidiary; or

    (2) permit the Bank to

    (a) merge or consolidate, unless the surviving corporation is a Controlled Subsidiary; or

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    (b) convey or transfer its properties and assets substantially as an entirety to any Person, except to a Controlled Subsidiary.

    SECTION 1006. Payment of Additional Amounts.

    If the Debt Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Debt Security of any series or any coupon appertaining thereto additional amounts upon the terms and subject to the conditions provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any) or interest on, or in respect of, any Debt Security of any series or any related coupon or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in the terms of such Debt Securities and this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made.

    If the Debt Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Debt Securities (or if the Debt Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made, and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any) or interest on the Debt Securities of that series shall be made to Holders of Debt Securities of that series or the related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Debt Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Debt Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts, if any, required by the terms of such Debt Securities and the first paragraph of this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

    SECTION 1007. Waiver of Certain Covenants.

    The Company may omit in any particular instance to comply with any covenant or condition set forth in Section 1005, with respect to the Debt Securities of any series if, before the time for such compliance the Holders of at least 66²/3% in principal amount of the Debt Securities of such series at the time Outstanding shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

    SECTION 1008. Calculation of Original Issue Discount

    If Debt Securities of a series are issuable as Original Issue Discount Securities, the Company shall file with the Trustee promptly at the end of each calendar year (i) written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue

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discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE ELEVEN

REDEMPTION OF DEBT SECURITIES

    SECTION 1101. Applicability of Article.

    Debt Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Debt Securities of any series) in accordance with this Article.

    SECTION 1102. Election to Redeem; Notice to Trustee.

    The election of the Company to redeem any Debt Securities shall be evidenced by an Officers' Certificate authorized by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the Debt Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount and the tenor and terms of the Debt Securities of any series to be redeemed. In the case of any redemption of Debt Securities prior to the expiration of any restriction on such redemption provided in the terms of such Debt Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction.

    SECTION 1103. Selection by Trustee of Debt Securities to Be Redeemed.

    Except as otherwise specified as contemplated by Section 301 for Debt Securities of any series, if less than all the Debt Securities of any series with like tenor and terms are to be redeemed, the particular Debt Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Debt Securities of such series with like tenor and terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Debt Securities of such series or any integral multiple thereof which is also an authorized denomination) of the principal amount of Registered Securities or Bearer Securities (if issued in more than one authorized denomination) of such series of a denomination larger than the minimum authorized denomination for Debt Securities of such series.

    The Trustee shall promptly notify the Company in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed.

    For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Debt Securities shall relate, in the case of any Debt Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Debt Security which has been or is to be redeemed.

    SECTION 1104. Notice of Redemption.

    Notice of redemption shall be given in the manner provided in Section 106 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Debt Securities to be redeemed.

    All notices of redemption shall state:

    (1) the Redemption Date,

    (2) the Redemption Price,

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    (3) if less than all Outstanding Debt Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Debt Securities to be redeemed,

    (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Debt Security to be redeemed, and that interest thereon shall cease to accrue on and after said date,

    (5) the Place or Places of Payment where such Debt Securities, together in the case of Bearer Securities with all coupons, if any, appertaining thereto maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price,

    (6) that Bearer Securities may be surrendered for payment only at such place or places which are outside the United States, except as otherwise provided in Section 1002,

    (7) that the redemption is for a sinking fund, if such is the case, and

    (8) the CUSIP number, if any.

    A notice of redemption published as contemplated by Section 106 need not identify particular Registered Securities to be redeemed.

    Notice of redemption of Debt Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company.

    SECTION 1105. Deposit of Redemption Price.

    Prior to 10:00 a.m. any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money and/or, to the extent such Debt Securities to be redeemed are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of the Debt Securities to be redeemed) will provide money on or prior to the Redemption Date in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Debt Securities or portions thereof which are to be redeemed on that date; provided, however, that deposits with respect to Bearer Securities shall be made with a Pay Agent or Paying Agents located outside the United States except as otherwise provided in Section 1002, unless otherwise specified as contemplated by Section 301.

    SECTION 1106. Debt Securities Payable on Redemption Date.

    Notice of redemption having been given as aforesaid, the Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Debt Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Debt Security for redemption in accordance with said notice, such Debt Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of coupons for such interest (at an office or agency located outside the United States except as otherwise provided in Section 1002), and provided further, that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the

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Holders of such Debt Securities, or one or more Predecessor Securities, registered as such on the relevant Record Dates according to their terms and provisions of Section 307.

    If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside of the United States except as otherwise provided in Section 1002.

    If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Debt Security.

    SECTION 1107. Debt Securities Redeemed in Part.

    Any Registered Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company, the Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Debt Security without service charge, a new Registered Security or Registered Securities of the same series and of like tenor and terms, of any authorized denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

    SECTION 1201. Applicability of Article.

    The provisions of this Article shall be applicable to any sinking fund for the retirement of Debt Securities of a series except as otherwise specified as contemplated by Section 301 for Debt Securities of such series.

    The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the term of Debt Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Debt Securities of any series, the amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Debt Securities of any series as provided for by the terms of Debt Securities of such series.

    SECTION 1202. Satisfaction of Sinking Fund Payments with Debt Securities.

    The Company (1) may deliver Outstanding Debt Securities of a series (other than any previously called for redemption), together in the case of any Bearer Securities of such series with all unmatured coupons appertaining thereto, and (2) may apply as a credit Debt Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Debt Securities or

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through the application of permitted optional sinking fund payments pursuant to the terms of such Debt Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Debt Securities of such series required to be made pursuant to the terms of such Debt Securities as provided for by the terms of such series; provided that such Debt Securities have not been previously so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Debt Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Debt Securities in lieu of cash payments pursuant to this Section 1202, the principal amount of Debt Securities to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Debt Securities for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Debt Securities purchased by the Company having an unpaid principal amount equal to the cash payment requested to be released to the Company.

    SECTION 1203. Redemption of Debt Securities for Sinking Fund.

    Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash, the portion thereof, if any, which is to be satisfied by crediting Debt Securities of that series pursuant to Section 1202 and the basis for any such credit and, prior to or concurrently with the delivery of such Officers' Certificate, will also deliver to the Trustee any Debt Securities to be so credited and not theretofore delivered to the Trustee. Not less than 30 days (unless a shorter period shall be satisfactory to the Trustee) before each such sinking fund payment date the Trustee shall select the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Sections 1105, 1106 and 1107.

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

    SECTION 1301. Applicability of Article.

    Debt Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with their terms and (except as otherwise specified pursuant to Section 301 for Debt Securities of such series) in accordance with this Article.

    SECTION 1302. Repayment of Debt Securities.

    Each Debt Security which is subject to repayment in whole or in part at the option of the Holder thereof on a Repayment Date shall be repaid at the applicable Repayment Price together with interest accrued to such Repayment Date as specified pursuant to Section 301.

    SECTION 1303. Exercise of Option; Notice.

    Each Holder desiring to exercise such Holder's option for repayment shall, as conditions to such repayment, surrender the Debt Security to be repaid in whole or in part together with written notice of the exercise of such option at any office or agency of the Company in a Place of Payment, not less than

59

30 nor more than 45 days prior to the Repayment Date; provided, however, that surrender of Bearer Securities together with written notice of exercise of such option shall be made at an office or agency located outside the United States except as otherwise provided in Section 1002. Such notice, which shall be irrevocable, shall specify the principal amount of such Debt Security to be repaid, which shall be equal to the minimum authorized denomination for such Debt Security or an integral multiple thereof, and shall identify the Debt Security to be repaid and, in the case of a partial repayment of the Debt Security, shall specify the denomination or denominations of the Debt Security or Debt Securities of the same series to be issued to the Holder for the portion of the principal of the Debt Security surrendered which is not to be repaid.

    If any Bearer Security surrendered for repayment shall not be accompanied by all unmatured coupons and all matured coupons in default, such Bearer Security may be paid after deducting from the Repayment Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Repayment Price, such Holder shall be entitled to receive the amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States except as otherwise provided in Section 1002.

    The Company shall execute and the Trustee shall authenticate and deliver without service charge to the Holder of any Registered Security so surrendered a new Registered Security or Securities of the same series, of any authorized denomination specified in the foregoing notice, in an aggregate principal amount equal to any portion of the principal of the Registered Security so surrendered which is not to be repaid.

    The Company shall execute and the Trustee shall authenticate and deliver without service charge to the Holder of any Bearer Security so surrendered a new Registered Security or Securities or new Bearer Security or Securities (and all appurtenant unmatured coupons and matured coupons in default) or any combination thereof of the same series of any authorized denomination or denominations specified in the foregoing notice, in an aggregate principal amount equal to any portion of the principal of the Debt Security so surrendered which is not to be paid; provided, however, that the issuance of a Registered Security therefor shall be subject to applicable laws and regulations, including provisions of the United States federal income tax laws and regulations in effect at the time of the exchange; neither the Company, the Trustee nor the Security Registrar shall issue Registered Securities for Bearer Securities if it has received an Opinion of Counsel that as a result of such issuance the Company would suffer adverse consequences under the United States federal income tax laws then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such issuances thereafter unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Security Registrar.

    For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the repayment of Debt Securities shall relate, in the case of any Debt Security repaid or to be repaid only in part, to the portion of the principal of such Debt Security which has been or is to be repaid.

    SECTION 1304. Election of Repayment by Remarketing Entities.

    The Company may elect, with respect to Debt Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity, at any time prior to any Repayment Date to designate one or more Remarketing Entities to purchase, at a price equal to the Repayment Price, Debt Securities of such series from the Holders thereof who give notice and surrender their Debt Securities in accordance with Section 1303.

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    SECTION 1305. Debt Securities Payable on the Repayment Date.

    Notice of exercise of the option of repayment having been given and the Debt Securities so to be repaid having been surrendered as aforesaid, such Debt Securities shall, unless purchased in accordance with Section 1304, on the Repayment Date become due and payable at the price therein specified and from and after the Repayment Date such Debt Securities shall cease to bear interest and shall be paid on the Repayment Date, and the coupons for such interest appertaining to Bearer Securities so to be repaid, except to the extent provided above, shall be void, unless the Company shall default in the payment of such price, in which case the Company shall continue to be obligated for the principal amount of such Debt Securities and shall be obligated to pay interest on such principal amount at the rate borne by such Debt Securities from time to time until payment in full of such principal amount.

ARTICLE FOURTEEN

EXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIES

    SECTION 1401. Applicability of Article.

    If an Officers' Certificate or supplemental indenture pursuant to Section 301 provides for the exchange of Capital Securities for Debt Securities of any series at the election of the Company or otherwise, Debt Securities of such series shall be exchanged for Capital Securities in accordance with their terms and (except as otherwise specified in such Officers' Certificate or supplemental indenture) in accordance with this Article.

    SECTION 1402. Exchange of Capital Securities for Debt Securities at Stated Maturity.

    At the Stated Maturity of Debt Securities of any series which may be exchanged, subject to prepayment prior to such Stated Maturity on the Capital Exchange Date selected by the Company for Debt Securities of such series, as described below, early exchange pursuant to Section 1403 or payment in cash pursuant to Section 502, 1416 or 1417, the Company shall exchange Capital Securities with a Market Value equal to the principal amount of the Outstanding Debt Securities of such series for the Debt Securities of such series in whole.

    The Company shall give notice in the manner provided in Section 106 to Holders of the Debt Securities of any series to be exchanged, the Trustee and the Capital Exchange Agent as to the type of Capital Securities to be exchanged for the Debt Securities of such series on the Capital Exchange Date for Debt Securities of such series. Such notice shall include a form of Capital Security Election Form substantially as set forth in Section 1409, shall make the statements and contain the information included in Section 1404(a), and shall be given no less than 90 days prior to the Stated Maturity of such Debt Securities. Notice of such Capital Exchange Date, together with the amount of Capital Securities being exchanged for each $1,000 principal amount of Debt Securities of such series, or the minimum denomination of the Debt Securities of such series, if larger, shall also be given by the Company in the manner required by Section 1404(b) not less than three Business days prior to such Capital Exchange Date.

    The Capital Exchange Date for any prepayment of Debt Securities of each series may be selected by the Company to be any date between a date 60 days prior to the Stated Maturity of such Debt Securities and such Stated Maturity, inclusive, and to be the date of the closing of the Secondary Offering for Debt Securities of such series. In the event the Company fails to effect such Secondary Offering, the Capital Exchange Date will be the Stated Maturity of the Debt Securities of such series. Notice of each such Capital Exchange Date, together with the amount of Capital Securities being exchanged for each $1,000 principal amount of Debt Securities of such series, or the minimum denomination of the Debt Securities of such series, if larger, shall also be given by the Company in the

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manner required by Section 1404(b) not less than three Business days prior to such Capital Exchange Date.

    The Company will effect each Secondary Offering such that the closing of the Secondary Offering will occur on the Capital Exchange Date.

    SECTION 1403. Right of Early Exchange of Capital Securities for Debt Securities.

    The Debt Securities of any series to be exchanged may be exchanged at the election of the Company, as a whole or from time to time in part, prior to the Stated Maturity thereof for Capital Securities with a Market Value equal to the principal amount of such Debt Securities on any early Capital Exchange Date, together with accrued interest to such Capital Exchange Date.

    The Company shall give notice in the manner provided in Section 106 to Holders of the Debt Securities of any series to be exchanged, the Trustee and the Capital Exchange Agent not less than 90 days nor more than 120 days prior to any early Capital Exchange Date for Debt Securities of such series, which notice shall include a form of Capital Security Election Form substantially as set forth in Section 1409 and make the statements and contain the information included in Section 1404(a). Notice of each such early Capital Exchange Date, together with the amount of Capital Securities being exchanged for each $1,000 principal amount of Debt Securities of such series, or the minimum denomination of such series, if larger, shall also be given by the Company in the manner required by Section 1404(b) not less than three Business days prior to such early Capital Exchange Date.

    The Company may at its option accelerate any such Capital Exchange Date within the 60-day period prior to such Capital Exchange Date by giving notice of such accelerated Capital Exchange Date, together with the amount of Capital Securities being exchanged for each $1,000 principal amount of Debt Securities of such series, or the minimum denomination of such series, if larger, in the manner required by Section 1404(b) not less than three Business days prior to such accelerated Capital Exchange Date.

    The Company will effect each Secondary Offering such that the closing of such Secondary Offering will occur on the Capital Exchange Date.

    SECTION 1404. Notices of Exchange.

    (a) All notices of exchange subject to this paragraph shall state:

    (1) the types of Capital Securities to be exchanged for the Debt Securities of such series on the Capital Exchange Date for Debt Securities of such series;

    (2) the proposed Capital Exchange Date;

    (3) that each Holder of Debt Securities of such series being exchanged will receive on such Capital Exchange Date accrued and unpaid interest in cash and may elect to receive on such Capital Exchange Date Capital Securities with a Market Value equal to the principal amount of the Debt Securities of such series owned by such Holder and that, in the absence of any such election by the Holder, such Holder will be deemed to have received on such Capital Exchange Date Capital Securities having such Market Value and to have elected to have such Capital Securities sold for such Holder by the Company in the related Secondary Offering for cash proceeds to such Holder on such Capital Exchange Date equal to the aggregate principal amount of all Debt Securities of such series being exchanged owned by such Holder;

    (4) that on such Capital Exchange Date the Capital Exchange Price will become due and payable upon each such Debt Security to be exchanged and that interest thereon will cease to accrue on and after said date;

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    (5) if less than all Outstanding Debt Securities of any series are to be exchanged, the identification and principal amount of the particular Debt Securities to be exchanged;

    (6) that each Holder for whom Capital Securities are being offered in the Secondary Offering shall be deemed to have appointed the Company its attorney-in-fact to execute any and all documents and agreements the Company deems necessary or appropriate to effect such Secondary Offering;

    (7) (A) that the Company will assume, unless advised to the contrary in writing within 30 days after the date of the notice of exchange, that the Capital Securities are to be offered for the account of the Holder, that such Holder has not held any position, office of other material relationship with the Company within three years preceding the Secondary Offering, that the Holder owns no other Capital Securities, and that after completion of the Secondary Offering the Holder will own less than one percent of the class of such Capital Securities, and (B) that if any of these assumptions is not correct, the Holder shall promptly so advise the Company;

    (8) the Place or Places of Capital Exchange;

    (9) that Bearer Securities may be surrendered for payment or exchange only at a Place or Places of Capital Exchange which are outside the United States, except as otherwise provided in Section 1002; and

    (10) the CUSIP number, if any.

    (b) Each notice of exchange subject to this paragraph shall be given in the manner provided in Section 106 to each Holder of Debt Securities to be exchanged, and the Company shall forthwith give such notice by telephone to the Trustee and the Capital Exchange Agent, promptly confirmed in writing.

    (c) (1) Except as may otherwise be specified pursuant to Section 301 for Debt Securities of any series, if less than all the Debt Securities of any series are to be exchanged, the Company shall at least 135 days prior to the related Capital Exchange Date (unless a shorter period shall be satisfactory to the Trustee) notify the Trustee of such Capital Exchange Date and of the principal amount of Debt Securities of such series to be exchanged and the particular Debt Securities to be exchanged shall be selected not more than 135 days prior to the related Capital Exchange Date by the Trustee, from the Outstanding Debt Securities of such series not previously exchanged, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for exchange of portions (equal to the minimum authorized denomination for Debt Securities of such series or any integral multiple thereof) of the principal amount of Registered or Bearer Securities of such series of a denomination larger than the minimum authorized denomination for Debt Securities of such series.

    In any case where Debt Securities of such series are registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Debt Security of such series.

    (2) The Trustee shall promptly notify the Company in writing of the Debt Securities selected for exchange and, in the case of any Debt Securities selected for partial exchange, the principal amount thereof to be exchanged.

    (3) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the exchange of Debt Securities shall relate, in the case of any Debt Securities exchanged or to be exchanged only in part, to the portion of the principal amount of such Debt Security which has been or is to be exchanged.

    SECTION 1405. Rights and Duties of Holders of Debt Securities to be Exchanged for Capital Securities.

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    (a) Subject to Section 503, and without prejudice to the rights pursuant to Section 1413 of Holders of Debt Securities of any series to be exchanged, no Holder of Debt Securities of such series shall be entitled to receive any cash from the Company on any Capital Exchange Date or at the Stated Maturity of any Debt Security of such series except from the proceeds of the sale of such Holder's Capital Securities in the related Secondary Offering and except as provided herein with respect to fractional Capital Securities, amounts equal to expenses of the sale in the related Secondary Offering of such Capital Securities, accrued and unpaid interest and acceleration upon an Event of Default. In the event that the Company does not effect such Secondary Offering, such Holder will receive Capital Securities with a Market Value equal to the principal amount of Debt Securities of such series owned by such Holder which are subject to such exchange and not cash other than in lieu of any fractional Capital Securities and for accrued and unpaid interest, without prejudice to such Holder's rights pursuant to Section 1413.

    (b) Each Holder for whom Capital Securities are being offered in the Secondary Offering shall be deemed to have appointed the Company its attorney-in-fact to execute any and all documents and agreements the Company deems necessary or appropriate to effect such Secondary Offering.

    (c) Unless advised to the contrary in writing within 30 days following the date of the notice described in Section 1404(a) by any Holder for whom Capital Securities are being offered in the Secondary Offering, the Company shall assume for the purposes of any Secondary Offering that the Capital Securities are to be offered for the account of such Holder, that such Holder has not held any position, office or other material relationship with the Company within three years preceding the Secondary Offering, that such Holder owns no other Capital Securities, and that after completion of the Secondary Offering such Holder will own less than one percent of the class of such Capital Securities.

    (d) Each Holder for whom Capital Securities are being offered in the Secondary Offering agrees to indemnify and hold harmless the Company, any other Holder, and any underwriter, agent or other similar person from and against any and all losses, claims, damages and liabilities resulting from or based upon any untrue statement or alleged untrue statement of any material fact contained in any notice of exchange, any offering memorandum or selling document or registration statement relating to the Secondary Offering, any preliminary prospectus or prospectus contained therein, or any amendment thereof or supplement thereto, or resulting from or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which untrue statement, alleged untrue statement, omission or alleged omission is made therein (i) in reliance upon and in conformity with any written information furnished to the Company by or on behalf of any such Holder specifically for use in connection with the preparation thereof or (ii) because of such Holder's failure to advise the Company in writing that any of the assumptions described in Section 1404(a)(7)(A) and Subsection (c) of this Section is incorrect;

    (e) In order for any Holder who has duly returned a Capital Security Election Form to receive Capital Securities on any Capital Exchange Date for any Debt Security of any series, (1) the Holder of any Registered Security to be exchanged shall surrender such Debt Security (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder of any Registered Security or his attorney duly authorized in writing), to the Capital Exchange Agent on the Capital Exchange Date, and (2) the Holder of any Bearer Security to be exchanged shall surrender such Debt Security and all unmatured coupons and all matured coupons in default with the Capital Security Election Form at a Place of Capital Exchange outside the United States designated pursuant to Section 1404(a)(8) except as otherwise provided in Section 1002. If the Holder of a Bearer Security is unable to produce any such Debt Security or coupons, the surrender of such Debt Security or coupons may be waived by the Company and the Trustee, if there be furnished to them such security or indemnity as they may require to save each of them and any Capital Exchange Agent harmless in respect of such Debt Security or

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coupons. Except as provided in Section 307, no payment or adjustment shall be made upon any exchange on account of any interest accrued on any Debt Securities surrendered for exchange or on account of any dividends or interest on the Capital Securities issued upon exchange.

    (f)  Debt Securities of any series to be exchanged shall be deemed to have been exchanged on the Capital Exchange Date therefor in accordance with the foregoing provision, and at such time the rights of the Holders of such Debt Securities as Holder shall cease (subject to the provisions of Section 307 and without prejudice to the rights of Holders of Debt Securities of such series pursuant to Section 1413), and the Person or Persons entitled to receive the Capital Securities issuable upon such exchange shall be treated for all purposes as the record holder or holders of such Capital Securities at such time.

    SECTION 1406. Election to Exchange.

    The election of the Company to exchange Capital Securities for Debt Securities pursuant to Section 1403 shall be evidenced by a Board Resolution.

    SECTION 1407. Deposit of Capital Exchange Price.

    On any Capital Exchange Date for Debt Securities of any series which may be exchanged, the Company shall deposit with the Trustee or with a Capital Exchange Agent in the Borough of Manhattan, The City of New York (or, of the Company is acting as Capital Exchange Agent, segregate and hold in trust as provided in Section 1003) Capital Securities and an amount of money which together are sufficient to pay the Capital Exchange Price of, and (except if such Capital Exchange Date shall be an Interest Payment Date) accrued interest on, all the Debt Securities of such series or portions thereof which are to be exchanged on that date; provided, however, that deposits with respect to Bearer Securities shall be made with a Capital Exchange Agent or Capital Exchange Agents, located outside the United States except as otherwise provided in Section 1002, unless otherwise specified as contemplated by Section 301.

    SECTION 1408. Debt Securities Due on Capital Exchange Date; Debt Securities Exchanged in Part.

    Notice of exchange having been given as aforesaid, the Debt Securities of any series so to be exchanged shall, on the Capital Exchange Date for such Debt Securities, become due and payable at the Capital Exchange Price therein specified, and from and after such date (unless the Company shall default in the payment of the Capital Exchange Price and accrued interest) Debt Securities of such series to be exchanged shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be exchanged, except to the extent provided below, shall be void. Upon surrender of any Debt Security of such series for exchange in accordance with said notice, such Debt Security shall be paid by the Company at the Capital Exchange Price, together with accrued interest to the Capital Exchange Date; provided, however, that if such Capital Exchange Date is an Interest Payment Date, the interest payable on such date shall be paid to the Holder of Debt Securities of such series according to the terms of the Debt Securities of such series and the provisions of Section 307; and provided further, that exchanges of Bearer Securities shall be made only and installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Capital Exchange Date shall be payable only at an office or agency located outside the United States except as otherwise provided in Section 1002 and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those Bearer Securities and coupons.

    If any Bearer Security surrendered for exchange shall not be accompanied by all unmatured coupons and all matured coupons in default such Bearer Security may be paid after deducting from the Capital Exchange Price an amount equal to the face amount of all missing coupons, or the surrender of such missing coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Capital Exchange Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or Capital

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Exchange Agent any such missing coupon in respect of which a deduction shall have been made from the Capital Exchange Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest on Bearer Securities shall be payable only at an office or agency located outside of the United States except as otherwise provided in Section 1002.

    If any Debt Security of any series called for exchange shall not be so paid or exchanged upon surrender thereof for exchange, the principal shall, until paid, bear interest from such Capital Exchange Date at the rate or rates prescribed therefor in such Debt Security; provided, however, that in the case of Bearer Securities, any such principal and interest thereon shall be paid at an office or agency located outside the United States except as otherwise provided in Section 1002.

    Any Registered Security which is to be exchanged only in part shall be surrendered as provided herein (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing) and the Company shall execute, the Trustee shall authenticate and there shall be delivered to the Holder of such Debt Security without service charge a new Registered Security or Securities of the same series, of any authorized denomination or denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unexchanged portion of principal of the Debt Security so surrendered.

    Any Bearer Security which is to be exchanged only in part shall be surrendered as provided herein and the Company shall execute, the Trustee shall authenticate and there shall be delivered to the Holder of such Debt Security without service charge a new Registered Security or Securities or new Bearer Security or Securities (and all appurtenant unmatured coupons and coupons in default) or any combination thereof of the same series, of any authorized denomination or denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unexchanged portion of principal of the Debt Security so surrendered; provided, however, the issuance of a Registered Security therefor shall be subject to applicable laws and regulations, including provisions of the United States federal income tax laws and regulations in effect at the time of the exchange; neither the Company, the Trustee nor the Security Registrar shall issue Registered Securities in exchange for Bearer Securities if it has received an Opinion of Counsel that as a result of such exchanges the Company would suffer adverse consequences under the United States federal income tax laws then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter unless and until the Company delivers to the Trustee a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Orders to the Security Registrar.

    SECTION 1409. Form of Capital Security Election Form.

    The form of Capital Security Election Form shall be substantially as follows with such additions, deletions, or changes thereto as may be approved by the Company:

CAPITAL SECURITY ELECTION FORM

To:

[Insert Names and Addresses of
Capital Exchange Agents]

    The undersigned Holder of [insert title of Debt Security] ("Debt Securities") of Washington Mutual Inc. hereby elects to receive on the Capital Exchange Date determined pursuant to the Indenture dated as of            , 2001 ("Indenture"), between Washington Mutual, Inc. and The Bank of New York, as Trustee, and referred to in the notice of exchange published or delivered to the undersigned with this Capital Security Election Form, Capital Securities of Washington Mutual Inc. with a Market Value equal to the principal amount of the Debt Securities being exchanged owned by the undersigned Holder and, in the case of Bearer Securities, delivered herewith together with all coupons appertaining thereto. Unless this Capital Security Election Form together with, in the case of

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Bearer Securities, such Bearer Securities and coupons, is received by any Capital Exchange Agent named above at an address shown above on or prior to            , the Holder will be deemed to have elected to participate in the sale of the Holder's Capital Securities in the Secondary Offering and will receive cash on the Capital Exchange Date in an amount equal to the principal amount of all Debt Securities being exchanged owned by the Holder. All terms used herein and not otherwise defined herein shall have the meanings specified in the Indenture.

Dated
	Name of Holder

    SECTION 1410. Fractional Capital Securities.

    No fractional Capital Securities shall be issued upon exchange for any Debt Securities. If more than one Debt Security of any series shall be surrendered for exchange at one time by the same Holder, the amount of all Capital Securities which shall be issuable upon exchange thereof shall be computed on the basis of the aggregate principal amount of Debt Securities of such series so surrendered. In lieu of issuing any fractional Capital Security, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the Market Value of the Capital Security.

    SECTION 1411. Company to Obtain Governmental and Regulatory Approvals.

    The Company covenants that if any Capital Securities required to be exchanged for Debt Securities hereunder require registration with or approval of any governmental authority under any federal or state law, of any national securities exchange, before such Capital Securities may be issued, the Company will in good faith and as expeditiously as possible endeavor to cause such Capital Securities to be duly registered or approved, as the case may be; provided, however, that nothing in this Section shall be deemed to affect in any way the obligation of the Company to exchange Capital Securities for Debt Securities as provided in this Article.

    SECTION 1412. Taxes on Exchange.

    The Company will pay any and all transfer, stamp or similar taxes that may be payable in respect of the issue or delivery of Capital Securities in exchange for Debt Securities pursuant hereto.

    SECTION 1413. Covenants as to Capital Securities and Secondary Offering.

    (a) The Company covenants that it will issue, or cause to be issued, Capital Securities of the type, in the amounts and at the times required by this Indenture.

    (b) The Company covenants that all Capital Securities which may be issued in exchange for Debt Securities will upon issuance be duly and validly issued and, if applicable, fully paid and nonassessable.

    (c) The Company unconditionally undertakes to sell Capital Securities in each Secondary Offering (and to bear all expenses of each Secondary Offering, including underwriting discounts and commissions) at the times and in the manner required by this Indenture unless all Holders have duly elected to receive Capital Securities on the related Capital Exchange Date.

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    (d) The Company agrees to indemnify and hold harmless in connection with any Secondary Offering any Holder for the account of whom Capital Securities are being offered and sold from and against any and all losses, claims, damages and liabilities resulting from or based upon any untrue statement or alleged untrue statement of any material fact contained in any notice of exchange, any offering memorandum or selling document or registration statement relating to the Secondary Offering, any preliminary prospectus or prospectus contained therein, or any amendment thereof or supplement thereto, or resulting from or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or resulting from the Company's failure to comply with Section 1411; provided, however, the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement, alleged untrue statement, omission or alleged omission made therein (i) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Holder specifically for use in connection with the preparation thereof or (ii) because of such Holder's failure to advise the Company in writing that any of the assumptions described in Section 1404(a)(7)(A) is incorrect. In connection with any Secondary Offering, the Company agrees to obtain appropriate indemnification of any Holder for the account of whom Capital Securities are being offered and sold in any Secondary Offering from any underwriter, agent or other similar person.

    SECTION 1414. Provision in Case of Consolidation, Merger or Transfer of Assets.

    In case of any consolidation of the Company with, or merger of the Company into, any other corporation (other than a consolidation or merger in which the Company is the continuing corporation), or in case of any conveyance or transfer of the properties and assets of the Company substantially as an entirety, the corporation formed by such consolidation or the corporation into which the Company shall have been merged or the corporation with shall have acquired such assets of the Company, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Debt Security then Outstanding shall have the right thereafter to receive securities of such successor on the Capital Exchange Date for such Debt Security with a Market Value equal to the principal amount of such Debtor Security. The above provisions of this Section shall similarly apply to successive consolidations, mergers, conveyances or transfers.

    SECTION 1415. Responsibility of Trustee.

    The Trustee shall not at any time be under any duty or responsibility to any Holder of Debt Securities of any series to be exchanged to determine the Market Value of any Capital Securities delivered in exchange for Debt Securities of such series and may rely on and shall be entitled to receive prior to any Capital Exchange Date for Debt Securities of such series an Officers' Certificate of the Company as to the Market Value of the Capital Securities being exchanged for the Debt Securities of such series and the amount of Capital Securities being exchanged for each $1,000 principal amount of Debt Securities of such series or the minimum denomination of such series, if larger, and that such Capital Securities qualify as Capital Securities under the definition thereof contained herein. The Trust shall not be accountable with respect to the validity or value (or the kind or amount) of any Capital Securities which may at any time be issued or delivered in exchange for any Debt Security; and the Trustee does not make any representation with respect thereto. The Trustee shall not be responsible for any failure of the Company to issue, transfer or deliver any Capital Securities or Capital Security certificates or other securities or property upon the surrender of any Debt Security for the purpose of exchange or to comply with any of the covenants of the Company contained in this Article.

    SECTION 1416. Revocation of Obligation to Exchange Capital Securities for Debt Securities.

    The Company's obligation to exchange Capital Securities for Debt Securities of any series as provided in Section 1402 is absolute and unconditional; provided, however, that such obligation may be revoked at the option of the Company at any time on not less than 60 days' prior notice given in the

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manner provided in Section 106 to the Holders of Debt Securities of such series, the Trustee and the Capital Exchange Agent, if the Company shall determine that under then regulations of the Company's Primary Federal Regulator either the Debt Securities are no longer includable as capital or it is no longer necessary for the Company to be obligated to exchange Capital Securities for Debt Securities in order for the Debt Securities to maintain the same capital treatment as they are then receiving under such regulations or if approval of the Primary Federal Regulator is obtained for such revocation.

    In the event such obligation is revoked

    (a) the Company will pay the Debt Securities of such series in cash at 100% of the principal amount thereof on the Stated Maturity thereof, and

    (b) the Company may, at any time on or after a date selected by the Company, on not less than 60 days' prior notice given in the manner provided in Section 106 to the Holders of Debt Securities of such series and the Trustee, redeem the Debt Securities of such series, in whole or in part, for cash at 100% of the principal amount thereof, plus accrued interest to the Redemption Date.

    SECTION 1417. Optional Securities Funds.

    (a) (1) With respect to Debt Securities of any series for which an Officers' Certificate or supplemental indenture pursuant to Section 301 provides that the Debt Securities of such series are exchangeable for Capital Securities, the Company may elect to establish a fund (referred to herein as the "Optional Securities Funds") to which funds may at any time be designated by the Company as provided in Section 1502 as if such Optional Securities Funds were Securities Funds (as defined in Article Fifteen) to be used to pay the principal of the Debt Securities of such series.

    (2) Notwithstanding any provisions to the contrary contained in this Indenture or in the Debt Securities of any series, neither funds designated as Optional Securities Funds nor any other property from time to time held as Optional Securities Funds shall be deemed to be for any purpose property of the Holders or trust funds for the benefit of the Holders, and the Optional Securities Funds shall not constitute security for the payment of the Debt Securities.

    (b) In lieu of, or in addition to, any exchange of Capital Securities for Debt Securities of any series which may be made in accordance with the provisions of Sections 1402 and 1403, the Company may elect to redeem the Debt Securities of such series in accordance with the provisions of Section 1106 and the terms of the Debt Securities of each series, in whole or in part, by paying the principal of such Debt Securities with funds designated as Optional Securities Funds at a price equal to the percentage of the principal amount established in the terms of the Debt Securities of such series on the Redemption Date of the Debt Securities to be so redeemed, and (except if such Redemption Date shall be an Interest Payment Date) by paying accrued interest on such Debt Securities. If such Redemption Date is an Interest Payment Date, the interest payable on such date shall be paid to the Holder of Debt Securities of such series according to the terms of the Debt Securities of such series and the provisions of Section 307.

    (c) The Company shall give notice of such proposed redemption in the manner provided in Section 106 to the Holders of the Debt Securities of such series within the time prescribed for the giving of the initial notice in Section 1402 or 1403, depending upon the Redemption Date selected by the Company. Such notice shall state the Redemption Date and the place or places where the Debt Securities of the series to be paid are to be surrendered for payment; provided, however, if such redemption is of less than all of the Debt Securities of such series and is to be made on a Capital Exchange Date specified in accordance with Section 1402 or 1403, then such notice may be incorporated into any initial notice of such Capital Exchange Date and provided that no notice of any redemption may be given unless there are sufficient Optional Securities Funds to pay the principal amount of the Debt Securities to be redeemed.

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    (d) If less than all the Debt Securities of any series are to be so redeemed, then Sections 1404(c) and 1408 shall apply to the redemption in the same manner as if such Debt Securities were to be exchanged for Capital Securities.

    (e) Funds designated as Optional Securities Funds shall be released from such designation under the circumstances described in Section 1503.

ARTICLE FIFTEEN

SECURITIES FUNDS

    SECTION 1501. Creation of Securities Funds.

    A fund (the "Securities Funds") will be established when specified in an Officers' Certificate or supplemental indenture pursuant to Section 1502, to be used to pay the principal of the Debt Securities of that series.

    Notwithstanding any provision to the contrary contained in this Indenture or in the Debt Securities of any series, neither funds designated as Securities Funds nor any other property from time to time held as Securities Funds shall be deemed to be for any purpose property of the Holders or trust funds for the benefit of the Holders, and the Securities Funds shall not constitute security for the payment of the Debt Securities.

    SECTION 1502. Designations of Securities Funds.

    The Securities Funds will consist of amounts equal to (i) the net proceeds of the sale of Capital Securities for cash from time to time after the date of initial issuance of the Debt Securities of any series for which funds may be designated by the Company as provided in this Section, and (ii) the market value, as determined by the Company, of Capital Securities sold from time to time after the date of initial issuance of the Debt Securities of such series in exchange for other property, less the expenses to effect any such exchanges, and (iii) other funds which the regulations of the Primary Federal Regulator then permit for the payment of principal of "mandatory convertible securities (equity commitment notes or equity contract notes)" as defined in such regulations; provided that (x) the Company has designated such amounts as Securities Funds on its books and records in the manner required by the Primary Federal Regulator, and (y) there shall be deducted from the Securities Funds an amount equal to the amount of any funds used to redeem or repay the Debt Securities of such series for which Securities Funds are required to be designated or any similar securities.

    SECTION 1503. Covenant of the Company to Obtain Securities Funds.

    Notwithstanding anything else contained herein, the Company hereby covenants and agrees that with regard to the Debt Securities of any series which by its terms require the designation of Securities Funds (i) by the Interest Payment Date which occurs on or next preceding the date when one-third of the period from the date of issuance of the Debt Securities of such series to their Stated Maturity has elapsed, it will have obtained Securities Funds in an amount that will equal at least one-third of the original aggregate principal amount of the Debt Securities of such series (or such lesser amount as the Primary Federal Regulator may permit from time to time) and will have prepared and delivered to the Trustee an Officer's Certificate to the foregoing effect, (ii) by the Interest Payment Date which occurs on or next preceding the date when two-thirds of the period from the date of issuance of the Debt Securities of such series to their Stated Maturity has elapsed, it will have obtained Securities Funds in the amount that will equal at least two-thirds of the original aggregate principal amount of the Debt Securities of such series (or such lesser amount as the Primary Federal Regulator may permit from time to time) and will have prepared and delivered to the Trustee an Officers' Certificate to the foregoing effect, and (iii) by 60 days prior to the Stated Maturity of the Debt Securities of such series, it will have obtained Securities Funds in an amount that will equal not less than the original aggregate

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principal amount of the Debt Securities of such series (or such lesser amount as the Primary Federal Regulator may permit from time to time) and will have prepared and delivered to the Trustee an Officers' Certificate to the foregoing effect; provided, however, that such covenant and agreement of the Company shall be canceled, and amounts therefore designated as Securities Funds will be released from such designation in the event and to the extent that the Company shall determine that under then regulations of the Company's Primary Federal Regulator either the Debt Securities are no longer includable as capital or it is no longer necessary for the Company to be obligated to pay the principal of the Debt Securities out of Securities Funds in order for the Debt Securities to maintain the same capital treatment as they are then receiving under such regulations, in the event and to the extent that approval of the Primary Federal Regulator is obtained for such cancellation and release or in the event and to the extent that the Company shall have exchanged or redeemed such Debt Securities pursuant to the terms of such Debt Securities of such series from a source other than amounts designated as Securities Funds.

ARTICLE SIXTEEN

MEETINGS OF HOLDERS OF DEBT SECURITIES

    SECTION 1601. Purposes for Which Meetings May Be Called.

    If Debt Securities of a series are issuable in whole or in part as Bearer Securities, a meeting of Holders of Debt Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by Holders of Debt Securities of such series.

    SECTION 1602. Call, Notice and Place of Meetings.

    (a) The Trustee may at any time call a meeting of Holders of Debt Securities of any series issuable as Bearer Securities for any purpose specified in Section 1601, to be held at such time and at such place in the Borough of Manhattan, The City of New York, or in London as the Trustee shall determine. Notice of every meeting of Holders of Debt Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

    (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Debt Securities of any series shall have requested the Trustee to call a meeting of the Holders of Debt Securities of such series for any purpose specified in Section 1601, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication for the notice to such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Debt Securities of such series in the amount above specified, as the case may be, may determine the time and place in the Borough of Manhattan, The City of New York, or in London for such meeting and may call such meeting for purposes by giving notice thereof as provided in subsection (a) of this Section.

    SECTION 1603. Persons Entitled to Vote at Meetings.

    To be entitled to vote at any meeting of Holders of Debt Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Debt Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Debt Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Debt Securities of any series shall be the persons entitled to vote at

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such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

    SECTION 1604. Quorum; Action.

    The Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of a series shall constitute a quorum for a meeting of Holders of Debt Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 66²/3% in principal amount of the Outstanding Debt Securities of a series, the Persons entitled to vote 66²/3% in principal amount of the Outstanding Debt Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Debt Securities of such series, be dissolved. In the absence of a quorum in any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairperson of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided Section 1602(a), except than such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Debt Securities of such series which shall constitute a quorum.

    Except as limited by the provisos to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Debt Securities of that series, provided, however, that, except as limited by the provisos to Section 902, any resolution with respect to any consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 66²/3% in principal amount of the Outstanding Debt Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders 66²/3% in the principal amount of the Outstanding Debt Securities of that series; and provided, further, that, except as limited by the provisos to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Debt Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Debt Securities of that series.

    Any resolution passed or decision taken at any meeting of Holders of Debt Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Debt Securities of such series and the related coupons, whether or not present or represented at the meeting.

    SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of Meetings.

    (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities of such series in regard to proof of the holding of Debt Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holder of Debt Securities shall be proved in the manner specified in Section 104 or, in the case of Bearer Securities, by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding

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of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof.

    (b) The Trustee shall, by an instrument in writing, appoint a temporary chairperson of the meeting, unless the meeting shall have been called by the Company or by Holders of Debt Securities as provided in Section 1602(b), in which case the Company or the Holders of Debt Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairperson. A permanent chairperson and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of such series represented at the meeting.

    (c) At any meeting each Holder of a Debt Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount (or the equivalent in ECU, any other composite currency or a Foreign Currency) of Debt Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged as not Outstanding and ruled by the chairperson of the meeting not to be Outstanding. The chairperson of the meeting shall have no right to vote, except as a Holder of a Debt Security of such series or proxy.

    (d) Any meeting of Holders of Debt Securities of any series duly called pursuant to Section 1602 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice.

    SECTION 1606. Counting Votes and Recording Action of Meetings.

    The vote upon any resolution submitted to any meeting of Holders of Debt Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Debt Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Debt Securities of such series held or represented by them. The permanent chairperson of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Debt Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1602 and, if applicable, Section 1604. Each copy shall be signed and verified by the affidavits of the permanent chairperson and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any records so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE SEVENTEEN

DEFEASANCE

    SECTION 1701. Termination of Company's Obligations.

    With respect to any series of Debt Securities, if the Company deposits irrevocably in trust with the Trustee money and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible Instruments the payments of principal and interest on which when due (and without reinvestment and providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities) will provide money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay principal (and premium, if

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any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto and any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity thereof, the Company's obligations under Section 1005 shall terminate with respect to the Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(1) or 501(2) or event that with notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on such date and (ii) such termination shall not relieve the Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if such Debt Securities or coupons are not paid (or payment is not provided for) when due from the money and Eligible Instruments (and the proceeds thereof) so deposited.

    It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations with respect to the Debt Securities of any series under Section 1005 pursuant to the provisions of this Section that the Company deliver to the Trustee (i) an opinion of nationally recognized independent tax counsel to the effect that: (a) Holders of Debt Securities of such series and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and termination and (b) such Holders (and future Holders) will be subject to tax in the same amount, manner and timing as if such deposit and termination has not occurred and (ii) an Officers' Certificate to the effect that under the laws in effect on the date such money and/or Eligible Instruments are deposited with the Trustee, the amount thereof will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Trustee, to pay principal (and premium, if any) and interest when due on the Debt Securities of such series and any coupons appertaining thereto.

    It shall be an additional condition to the deposit of cash and/or Eligible Instruments and the termination of the Company's obligations under Section 1005 pursuant to the provisions of this Section, with respect to the Debt Securities of any series then listed on the New York Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York Stock Exchange as a result of such deposit and termination.

    After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in writing the discharge of the Company's obligations with respect to the Debt Securities of such series under Section 1005 pursuant to the provisions of this Section.

    SECTION 1702. Repayment to Company.

    The Trustee and any Paying Agent shall pay to the Company upon Company Request any money or Eligible Instruments not required for the payment of the principal of (and premium, if any) and interest on the Debt Securities of any series and any related coupons for which money or Eligible Instruments have been deposited pursuant to Section 1701 held by them at any time.

    The Trustee and any Paying Agent shall pay to the Company upon Company Request any money held by them for the payment of principal (and premium, if any) and interest that remains unclaimed for two years after the Maturity of the Debt Securities for which a deposit has been made pursuant to Section 1701. After such payment to the Company, the Holders of the Debt Securities of such series and any related coupons shall thereafter, as unsecured general creditors, look only to the Company for the payment thereof.

    SECTION 1703. Indemnity for Eligible Instruments.

    The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the deposited Eligible Instruments or the principal or interest received on such Eligible Instruments.

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ARTICLE EIGHTEEN

SUBORDINATION OF DEBT SECURITIES

    SECTION 1801. Debt Securities Subordinate to Senior Debt.

    The Company covenants and agrees that anything in this Indenture or the Debt Securities of any series to the contrary notwithstanding, the indebtedness evidenced by the Debt Securities of each series and any coupons appurtenant thereto is subordinate and junior in right of payment to all Senior Debt to the extent provided herein, and each Holder of Debt Securities of each series and coupons appurtenant thereto, by such Holder's acceptance thereof, likewise covenants and agrees to the subordination herein provided and shall be bound by the provisions hereof. Senior Debt shall continue to be Senior Debt and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Debt or extension or renewal of the Senior Debt.

    In the event that the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Debt when the same become due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the Holders of Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest on any of the Debt Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Debt Securities.

    In the event of

    (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property,

    (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings,

    (c) any assignment by the Company for the benefit of creditors, or

    (d) any other marshalling of the assets of the Company,

all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Debt Securities or coupons appurtenant thereto on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Debt Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Debt Securities of any series or coupons appurtenant thereto shall be paid or delivered directly to the Holders of Senior Debt in accordance with the priorities then existing among such Holders until all Senior Debt (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Debt, the Holders of the Debt Securities and coupons appurtenant thereto, together with the Holders of any obligations of the Company ranking on a parity with the Debt Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Debt Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be

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made on account of any capital stock or any obligations of the Company ranking junior to the Debt Securities and such other obligations.

    In the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Debt Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same.

    No present or future holder of any Senior Debt shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Debt Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the Holders of Debt Securities of each series, the obligation of the Company to pay to such Holders the principal of (and premium, if any) and interest upon such Debt Securities and coupons appurtenant thereto or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon a default or Event of Default hereunder, all subject to the rights of the holders of the Senior Debt to receive cash, securities or other property otherwise payable or deliverable to the Holders.

    Senior Debt shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Debt then outstanding. Upon the payment in full of all Senior Debt, the Holders of Debt Securities of each series and coupons appurtenant thereto, if any, shall be subrogated to all rights of any holders of Senior Debt to receive any further payments or distributions applicable to the Senior Debt until the indebtedness evidenced by the Debt Securities of such series and coupons appertaining thereto, if any, shall have been paid in full, and such payments or distributions received by such Holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Debt, shall, as between the Company and its creditors other than the holders of Senior Debt, on the one hand, and such Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Debt, and not on account of the Debt Securities of such series.

    The Trustee and Holders will take action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions.

    The provisions of this Section 1801 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture.

    The securing of any obligations of the Company, otherwise ranking on a parity with the Debt Securities or ranking junior to the Debt Securities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Debt Securities or ranking junior to the Debt Securities.

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    SECTION 1802. Trustee and Holders of Debt Securities May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior Debt.

    Upon any payment or distribution of assets of the Company referred to in this Article Eighteen, the Trustee and the Holders shall be entitled to rely upon an order or decree made by any court of competent jurisdiction in which such dissolution or winding up or liquidation or reorganization or arrangement proceedings are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other Person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Eighteen. In the absence of any such bankruptcy trustee, receiver, assignee or other Person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself or herself to be a holder of Senior Debt (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Debt (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as holder of Senior Debt to participate in any payments or distributions pursuant to this Article Eighteen, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article Eighteen, and if such evidence is not furnished, the Trustee may offer any payment to such Person pending judicial determination as to the right of such Person to receive payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt.

    SECTION 1803. Payment Permitted if No Default.

    Nothing contained in this Article Eighteen or elsewhere in this Indenture, or in any of the Debt Securities, shall prevent (a) the Company at any time, except during the pendency of any dissolution, winding up, liquidation or reorganization proceedings referred to in, or under the conditions described in, Section 1801, from making payments of the principal of (or premium, if any) or interest on the Debt Securities or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder to payments of the principal of or interest on the Debt Securities, if, at the time of such deposit, the Trustee or such Paying Agent, as the case may be, did not have the written notice provided for in Section 1804 of any event prohibiting the making of such deposit, or if, at the time of such deposit (whether or not in trust) by the Company with the Trustee or any Paying Agent (other than the Company) such payment would not have been prohibited by the provisions of this Article, and the Trustee or any Paying Agent shall not be affected by any notice to the contrary received by it on or after such date.

    SECTION 1804. Trustee Not Charged with Knowledge of Prohibition.

    Anything in this Article Eighteen or elsewhere in this Indenture contained to the contrary notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of money to or by the Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 1801 has happened, until the Trustee shall have received an Officers' Certificate to that effect or notice in writing to that effect signed by or on behalf of the holder or holders or their representatives, of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under the indenture pursuant to which such Senior Debt shall be outstanding. The Company shall give prompt

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written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money to or by the Trustee or any Paying Agent.

    SECTION 1805. Trustee to Effectuate Subordination.

    Each Holder of Debt Securities or coupons by such Holder's acceptance thereof authorizes and directs the Trustee in such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as between such Holder and holders of Senior Debt as provided in this Article and appoints the Trustee its attorney-in-fact for any and all such purposes.

    SECTION 1806. Rights of Trustee as Holder of Senior Debt.

    The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Debt which may at the time be held by it, to the same extent as any other holder of Senior Debt, provided that nothing in this Article shall deprive the Trustee of any rights as such holder and provided furtherthat nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

    SECTION 1807. Article Applicable to Paying Agents.

    In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if the Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 1804 and 1806 shall not apply to the Company or any Affiliate of the Company if the Company or such Affiliate acts as Paying Agent.

    SECTION 1808. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt.

    No right of any present or future holders of any Senior Debt to enforce subordination as herein provided shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provision and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Debt may, at any time or from time to time and in their absolute discretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter any such Senior Debt, or amend or supplement any instrument pursuant to which any such Senior Debt is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under the Senior Debt including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders of the Debt Securities or the Trustee and without affecting the obligations of the Company, the Trustee or the Holders of the Debt Securities under this Article.

ARTICLE NINETEEN

CONVERSION OF CONVERTIBLE SECURITIES

    SECTION 1901. Applicability of Article.

    If an Officers' Certificate or supplemental indenture pursuant to Section 301 provides that the Debt Securities of a series shall be Convertible Securities, Debt Securities of such series shall be convertible in accordance with their terms and (except as otherwise specified in such Officers' Certificate or supplemental indenture) in accordance with this Article.

    SECTION 1902. Right to Convert.

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    Subject to and upon compliance with the provisions of this Article, the Holder of any Convertible Security shall have the right, at such Holder's option, at any time prior to the close of business on the date set forth in the Officers' Certificate delivered pursuant to Section 301 hereof (or if such Convertible Security is called for redemption or submitted for repayment, then in respect of such Convertible Security to and including but not after the close of business on the Redemption or Repayment Date, as the case may be, unless the Company shall default in the payment due) to convert the principal amount of any such Convertible Security, or, in the case of any Convertible Security of a denomination greater than $1,000, any portion of such principal which is $1,000 or an integral multiple thereof, into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Security or portion thereof surrendered for conversion by the Conversion Price, by surrender of the Convertible Security so to be converted in whole or in part in the manner provided in Section 1903. Such conversion shall be effected by the Company.

    SECTION 1903. Exercise of Conversion Privilege; Delivery of Common Stock on Conversion; No Adjustment for Interest or Dividends.

    In order to exercise the conversion privilege, the Holder of any Convertible Security to be converted in whole or in part shall surrender such Convertible Security at an office or agency maintained by the Company pursuant to Section 1002, accompanied by the funds, if any, required by the last paragraph of this Section, together with written notice of conversion in the form provided on the Convertible Securities, that the Holder elects to convert such Convertible Security or the portion thereof specified in said notice. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be deliverable on such conversion shall be registered, and shall be accompanied by transfer taxes, if required pursuant to Section 1908. Each Convertible Security surrendered for conversion shall, unless the shares deliverable on conversion are to be registered in the same name as the registration of such Convertible Security, be duly endorsed by, or accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or such Holder's duly authorized attorney.

    As promptly as practicable after the surrender of such Convertible Security and the receipt of such notice and funds, if any, as aforesaid, the Company shall deliver at such office or agency to such Holder, or on such Holder's written order, a certificate or certificates for the number of full shares deliverable upon the conversion of such Convertible Security or portion thereof in accordance with the provisions of this Article and a check or cash in respect of any factional interest in respect of a share of Common Stock arising upon such conversion as provided in Section 1904. In case any Convertible Security of a denomination greater than $1,000 shall be surrendered for partial conversion and subject to Section 302, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Convertible Security so surrendered, without charge to such Holder, a new Convertible Security or Convertible Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Convertible Security.

    Each conversion shall be deemed to have been effected on the date on which such Convertible Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section) and such notice shall have been received by the Company, as aforesaid, and the person in whose name any certificate or certificates for shares of Common Stock shall be registrable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person in whose name the certificates are to be registered as the record holder thereof for all purposes on the next succeeding day on which stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Convertible Security shall have been surrendered.

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    Any Convertible Security or portion thereof surrendered for conversion during the period from the close of business on the Regular Record Date for any Interest Payment Date shall (unless such Convertible Security or portion thereof being converted shall have been called for redemption or submitted for repayment on a date in such period) be accompanied by payment, in legal tender or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default on the payment of interest on the Convertible Securities. An amount equal to such payment shall be paid by the Company on such Interest Payment Date to the Holder of such Convertible Security on such Regular Record Date, provided, however, that if the Company shall default in the payment of interest on such Interest Payment Date, such amount shall be paid to the person who made such required payment. Except as provided above in this Section, no adjustment shall be made for interest accrued on any Convertible Security converted or for dividends on any shares issued upon the conversion of such Convertible Security as provided in this Article.

    SECTION 1904. Cash Payments in Lieu of Fractional Shares.

    No fractional shares of Common Stock or scrip representing fractional shares shall be delivered upon conversion of Convertible Securities. If more than one Convertible Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Convertible Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be deliverable upon the conversion of any Convertible Security or Convertible Securities, the Company shall make an adjustment therefor in cash at the current market value of such fractional share of stock. The market value of a share of Common Stock shall be the Closing Price on the Business day immediately preceding the day on which the Convertible Securities (or specified portions thereof) are deemed to have been converted.

    SECTION 1905. Conversion Price.

    The Conversion Price shall be as specified in the form of Convertible Security hereinafter set forth, subject to adjustment as provided in this Article.

    SECTION 1906. Adjustment to Conversion Price.

    The Conversion Price shall be adjusted from time to time as follows:

    (a) In case the Company shall (i) pay a dividend or make a distribution on the Common Stock in shares of its capital stock (whether shares of Common Stock or of capital stock of any other class), (ii) subdivide or reclassify its outstanding Common Stock into a greater number of securities (including Common Stock), or (iii) combine or reclassify its outstanding Common Stock into a smaller number of securities (including Common Stock), the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of any Convertible Security thereafter surrendered for conversion shall be entitled to receive the number of shares of capital stock of the Company which such Holder would have owned or have been entitled to receive after the happening of any of the events described above had such Convertible Security been converted immediately prior to the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination. If, as a result of an adjustment made pursuant to this subsection (a), the Holder of any Convertible Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company (whose determination shall be conclusive and shall be described in a written statement filed with the Trustee and any conversion agent) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes of capital stock.

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    In the event that at any time, as a result of an adjustment made pursuant to this subsection (a) of this Section 1906, the Holder of any Convertible Security thereafter converted shall become entitled to receive any shares or other securities of the Company other than shares of Common Stock, thereafter the number of such other shares so received upon conversion of any Convertible Security shall be subject to adjustment from time to time in any manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this Section 1906, and other provisions of this Article Nineteen with respect to the shares of Common Stock shall apply on like terms to any such other shares or other securities.

    (b) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock (or securities convertible into Common Stock) entitling them (for a period expiring within 45 days after such record date) to subscribe for or purchase Common Stock at a price per share (or a conversion price per share)less than the current market price per share of Common Stock (as defined in subsection (d) below) at such record date, the Conversion Price in effect immediately prior thereto shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at such current market price, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are initially convertible). Such adjustment shall be made successively whenever such a record is fixed, and shall become effective immediately after such record date. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such current market price, and in determining the aggregate offering price of such shares, there shall be taken into account any consideration determined by the Board of Directors of the Company. Common Stock owned by or held for the account of the Company or any majority owned subsidiary shall not be deemed outstanding for the purpose of any adjustment required under this subsection (b).

    (c) In case the Company shall fix a record date for making a distribution to all holders of its Common Stock evidences of its indebtedness or assets (excluding regular quarterly or other periodic or recurrent cash dividends or distributions paid from retained earnings of the Company or dividends or distributions referred to in subsection (a) above) or rights or warrants to subscribe or purchase (excluding those referred to in subsection (b) above), then in each case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction of which the numerator shall be the current market price per share (as defined in subsection (d) below) of the Common Stock on such record date less the then fair market value (as determined by the Board of Directors of the Company whose determination shall be conclusive, and described in a certificate filed with the Trustee) of the portion of the assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and the denominator shall be the current market price per share (as defined in subsection (d) below) of the Common Stock. Such adjustment shall be made successively when ever such a record date is fixed and shall become effective immediately after such record date. Notwithstanding the foregoing, in the event that the Company shall distribute any rights or warrants to acquire capital stock ("Rights") pursuant to this subsection (c), the distribution of separate certificates representing such Rights subsequent to their initial distribution (whether or not such distribution shall have occurred prior to the date of the issuance of such Convertible Securities) shall be deemed to be the distribution of such Rights for purposes of this subsection (c); provided that the Company may, in lieu of making any adjustment pursuant to this subsection (c) upon a distribution of separate certificates representing such Rights, make proper provision so that each Holder of such Convertible Security who converts such Convertible Security (or any portion thereof) (i) before the record date for

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such distribution of separate certificates shall be entitled to receive upon such conversion shares of Common Stock issued with Rights and (ii) after such record date and prior to the expiration, redemption or termination of such Rights shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion, the same number of such Rights as would a holder of the number of shares of Common Stock that such Convertible Security so converted would have entitled the holder thereof to purchase in accordance with the terms and provisions of and applicable to the Rights if such Convertible Security were converted immediately prior to the record date for such distribution. Common Stock owned by or held for the account of the Company or any majority owned subsidiary shall not be deemed outstanding for the purpose of any adjustment required under this subsection (c).

    (d) For the purpose of any computation under subsection (b) and (c) above, the current market price per share of Common Stock at any date shall be deemed to be the average of the daily Closing Prices for the thirty days (which are not legal holidays as defined in Section 113) commencing forty-five days (which are not legal holidays as defined in Section 113) before the day in question. The Closing Price for any day shall be (i) if the Common Stock is listed or admitted for trading on any national securities exchange or the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), the last sale price (regular way), or the average of the closing bid and ask prices if no sale occurred, of Common Stock on the principal securities exchange on which the Common Stock is listed, (ii) if not listed as described in (i), the mean between the closing high bid and low asked quotations of Common Stock on NASDAQ, or any similar system or automated dissemination of quotations of securities prices then in common use, if so quoted, or (iii) if not quoted as described in clause (ii), the mean between the high bid and low asked quotations for Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted both bid and asked quotations for Common Stock on at least 5 of the 10 preceding days. If none of the conditions set forth above is met, the Closing Price of Common Stock on any day or the average of such Closing Prices for any period shall be the fair market value of Common Stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company.

    (e) (i) No adjustment in the Conversion price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this subsection (e)(i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; further provided, however, that any adjustments which by reason of this subsection (e)(i) are not otherwise required to be made shall be made no later than 3 years after the date on which occurs an event that requires an adjustment to be made or carried forward.

(ii)

All calculations under this Article Nineteen shall be made to the nearest cent or to the nearest one- hundredth of a share, as the case may be. Anything in this Section 1906 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by this Section 1906, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights to purchase stock or securities, or distribution of securities convertible into or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable.

    (f)  Whenever the Conversion Price is adjusted, as herein provided, the Company shall promptly file with the Trustee and any conversion agent other than the Trustee an Officers' Certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Price setting forth the adjusted Conversion Price and the date on which such adjustment becomes effective and shall mail such notice of such adjustment of the

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Conversion Price to the Holder of each Convertible Security at such Holder's last address appearing on the Security Register provided for in Section 305 of this Indenture.

    (g) In any case in which this Section 1906 provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (i) delivering to the Holder of any Convertible Security converted after such record date and before the occurrence of such event the additional shares of Common Stock deliverable upon such conversion by reason of the adjustment required by such event over and above the Common Stock deliverable upon such conversion before giving effect to such adjustment and (ii) paying to such Holder any amount in cash in lieu of any fraction pursuant to Section 1904, provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's rights to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment. If such event does not occur, no adjustments shall be made pursuant to this Section 1906.

    SECTION 1907. Effect of Reclassification, Consolidation, Merger or Sale.

    If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then the Company or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indenture.

    The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

    SECTION 1908. Taxes on Shares Issued.

    The delivery of stock certificates on conversions of Convertible Securities shall be made without charge to the Holder converting a Convertible Security for any tax in respect of the issue thereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the delivery of stock registered in any name other than of the Holder of any Convertible Security converted, and the Company shall not be required to deliver any such stock certificate unless and until the person or persons requesting the delivery thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

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    SECTION 1909. Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock.

    The Company covenants that all shares of Common Stock which may be delivered upon conversion of Convertible Securities will upon delivery be fully paid and nonassessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

    The Company covenants that if any shares of Common Stock to be provided for the purpose of conversion of Convertible Securities hereunder require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly delivered upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be.

    The Company further covenants that it will, if permitted by the rules of the National Association of Securities Dealers, Inc., qualify for trading on NASDAQ, upon official notice of issuance, all Common Stock deliverable upon conversion of the Convertible Securities.

    SECTION 1910. Responsibility of Trustee.

    Neither the Trustee nor any authenticating agent nor any conversion agent shall at any time be under any duty or responsibility to any Holder of Convertible Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any authenticating agent nor any conversion agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be delivered upon the conversion of any Convertible Security; and neither the Trustee nor any authenticating agent nor any conversion agent makes any representation with respect thereto. Subject to the provisions of Section 601, neither the Trustee nor any authenticating agent nor any conversion agent shall be responsible for any failure of the Company to deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Convertible Security for the purpose of conversion or for any failure of the Company to comply with any of the covenants contained in this Article.

    SECTION 1911. Notice to Holders Prior to Certain Actions.

    In case:

    (a) the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of its current or retained earnings); or

    (b) the Company shall authorize the granting to the holders of the Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or

    (c) of any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value) or, of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Corporation is required or for the sale or transfer of all or substantially all of the assets of the Company; or

    (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and the Company shall cause to be mailed to each holder of Convertible Securities at his address appearing on the Security Register, provided for in Section 305 of this Indenture, as promptly as possible but in any event no less than fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken,

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the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up or any adjustment in the Conversion Price required by this Article Nineteen.

    SECTION 1912. Covenant to Reserve Shares.

    The Company covenants that it will at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall then be deliverable upon the conversion of all outstanding Convertible Securities.

* * * * *

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    IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

WASHINGTON MUTUAL INC.
By:	/s/ WILLIAM A. LONGBRAKE
Name:	William A. Longbrake
Title:	Vice Chair and Chief Financial Officer
THE BANK OF NEW YORK
By:	/s/ MICHAEL PITFICK
Name:	Michael Pitfick
Title:	Assistant Treasurer

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EXHIBIT A-1

[Form of Certificate of Beneficial Ownership by a Non-United States
Person or by Certain Other Persons]

Certificate

WASHINGTON MUTUAL INC.

    [Insert title or sufficient description of Debt Securities to be Delivered]

    Reference is hereby made to the Indenture dated as of            , 2001 (the "Indenture") between Washington Mutual Inc. and The Bank of New York, as trustee (the "Trustee") covering the above-captioned Debt Securities. This is to certify that as of the date hereof,            principal amount of Debt Securities credited to you for our account (i) is owned by persons that are not United States Persons, as defined below; (ii) is owned by United States Persons that are (a) foreign branches of United States financial institutions (as defined in the U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own accounts or for resale, or (b) United States Persons who acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution encloses herewith a certificate in the form of Exhibit A-2 to the Indenture); or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), which United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) certify that they have not acquired the Notes for purposes of resale directly or indirectly to a United States Person or to a person within the United States or its possessions.

    [Insert if certificate does not relate to an interest payment—We undertake to advise you by tested telex followed by written confirmation if the above statement as to beneficial ownership is not correct on the date of delivery of the above- captioned Debt Securities in bearer form as to all of such Debt Securities with respect to such of said Debt Securities as then appear in your books as being held for our account.] We understand that this certificate is required in connection with United States tax laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings with respect to the matters covered by this certificate. "United States Persons" shall mean a citizen or resident of the United States of America (including the District of Columbia), a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or an estate or trust that is subject to United States federal income taxation regardless of the source of its income.

    [This certificate excepts and does not relate to            principal amount of Debt Securities credited to you for our account and to which we are not now able to make the certification set forth

A–1

above. We understand that definitive Debt Securities cannot be delivered and interest cannot be paid until we are able to so certify with respect to such principal amount of Debt Securities.]*

Dated:     [To be dated on or after            (the date determined as provided in the Indenture)]
	[Name of Person Entitled to Receive Bearer Security]
	(Authorized Signatory)
	Name:
	Title:

*

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A–2

EXHIBIT A-2

[Form of Certificate of Status as a
Foreign Branch of a United States Financial Institution]

Certificate

WASHINGTON MUTUAL INC.

    [Insert title or sufficient description of Debt Securities to be delivered]

    Reference is hereby made to the Indenture dated as of            , 2001, (the "Indenture"), between Washington Mutual Inc. and The Bank of New York, as trustee, relating to the offering of the above-captioned Debt Securities (the "Debt Securities"). Unless herein defined, terms used herein have the same meaning as given to them in the Indenture.

    The undersigned represents that it is a branch located outside the United States of a United States securities clearing organization, bank or other financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) that holds customers' securities in the ordinary course of its trade or business and agrees, and authorizes you to advise the issuer or the issuer's agent, that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the regulations thereunder and is not purchasing for resale directly or indirectly to a United States Person or to a person within the United States or its possession. We undertake to advise you by tested telex followed by written confirmation if the statement in the immediately preceding sentence is not correct on the date of delivery of the above-captioned Debt Securities in bearer form.

    We understand that this certificate is required in connection with the United States tax laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings with respect to the matters covered by this certificate.

Dated:     [To be dated on or after            (the date determined as provided in the Indenture)]
	[Name of Person Entitled to Receive Bearer Security]
	(Authorized Signatory)
	Name:
	Title:

A–3

EXHIBIT B

[Form of Certificate to be Given by Euroclear
and Clearstream S.A. in Connection with the Exchange of
--All or a Portion of a Temporary Global Security
or to Obtain Interest Prior to Exchange]

Certificate

WASHINGTON MUTUAL INC.

[Insert title or sufficient description of Debt Securities to be delivered]

    We refer to that portion,            , of the Global Security representing the above-captioned issue [which is herewith submitted to be exchanged for definitive Debt Securities]* [for which we are seeking to obtain payment of interest]* (the "Submitted Portion"). This is to certify, pursuant to the Indenture dated as of             , 1999 (the "Indenture") between Washington Mutual Inc. and The Bank of New York, as trustee (the "Trustee"), that we have received in writing, by tested telex or by electronic transmission from member organizations with respect to each of the persons appearing in our records as being entitled to a beneficial interest in the Submitted Portion a Certificate of Beneficial Ownership by a Non-United States Person or by Certain Other Persons, [and, in some cases, a Certificate of Status as a Foreign Branch of a United States Financial Institution, authorizing us to inform the issuer or the issuer's agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the regulations thereunder]* substantially in the form of Exhibit A-1 [and A-2]* to the Indenture.

    We hereby request that you deliver to the office of            in            definitive Bearer Securities in the denominations on the attached Schedule A.

    We further certify that as of the date hereof we have not received any notification from any of the persons giving such certificates to the effect that the statements made by them with respect to any part of the Submitted Portion are no longer true and cannot be relied on as of the date hereof.

Date:
	[MORGAN GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, as Operator of the Euroclear System] [Clearstream S.A.]
	By

*

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B–1

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Exhibit 4.2
WASHINGTON MUTUAL INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of April 30, 2001
Table of Contents
RECITALS OF THE COMPANY
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
ARTICLE TWO DEBT SECURITY FORMS
ARTICLE THREE THE DEBT SECURITIES
ARTICLE FOUR SATISFACTION AND DISCHARGE
ARTICLE FIVE REMEDIES
ARTICLE SIX THE TRUSTEE
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
ARTICLE NINE SUPPLEMENTAL INDENTURES
ARTICLE TEN COVENANTS
ARTICLE ELEVEN REDEMPTION OF DEBT SECURITIES
ARTICLE TWELVE SINKING FUNDS
ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS
ARTICLE FOURTEEN EXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIES
CAPITAL SECURITY ELECTION FORM
ARTICLE FIFTEEN SECURITIES FUNDS
ARTICLE SIXTEEN MEETINGS OF HOLDERS OF DEBT SECURITIES
ARTICLE SEVENTEEN DEFEASANCE
ARTICLE EIGHTEEN SUBORDINATION OF DEBT SECURITIES
ARTICLE NINETEEN CONVERSION OF CONVERTIBLE SECURITIES
EXHIBIT A-1
[Form of Certificate of Beneficial Ownership by a Non-United States Person or by Certain Other Persons]
EXHIBIT A-2
[Form of Certificate of Status as a Foreign Branch of a United States Financial Institution]
EXHIBIT B
[Form of Certificate to be Given by Euroclear and Clearstream S.A. in Connection with the Exchange of --All or a Portion of a Temporary Global Security or to Obtain Interest Prior to Exchange]

EX-4.3

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Exhibit 4.3

WASHINGTON MUTUAL, INC.

To

THE BANK OF NEW YORK,
as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 30, 2001

5.375% Junior Subordinated Deferrable Interest Debentures due 2041

Table of Contents

			Page
ARTICLE I		DEFINITIONS	3
	Section 1.1	Definition of Terms	3
ARTICLE II		TERMS AND CONDITIONS OF THE DEBENTURES	7
	Section 2.1	Designation and Principal Amount	7
	Section 2.2	Maturity	7
	Section 2.3	Global Debentures	7
	Section 2.4	Interest	7
	Section 2.5	Optional Deferral of Interest	8
	Section 2.6	Redemption	9
	Section 2.7	Limited Right to Require Exchange of Preferred Securities and Repurchase of Debentures	9
	Section 2.8	Change of Control Right to Require Exchange of Preferred Securities and Repurchase of Debentures	10
	Section 2.9	Distribution of Debentures in Exchange for Trust Securities Upon the Occurrence of a Special Event	10
	Section 2.10	Events of Default	11
	Section 2.11	Amendment; Supplement; Waiver	12
	Section 2.12	Defeasance	15
	Section 2.13	Paying Agent; Security Registrar	16
ARTICLE III		FORM OF DEBENTURE	16
	Section 3.1	Form of Debenture	16
ARTICLE IV		EXPENSES	17
	Section 4.1	Payment of Expenses	17
ARTICLE V		COVENANTS	17
	Section 5.1	Covenants in the Event of an Event of Default or of a Deferral of Interest	17
	Section 5.2	Additional Covenants Relating to the Trust	18
	Section 5.3	Covenant in Event of Distribution of Debentures	18
	Section 5.4	Additional Covenant Relating to the Guarantee	18
ARTICLE VI		SUBORDINATION	18
	Section 6.1	Debentures Subordinated to Senior Indebtedness	18
	Section 6.2	Subrogation	20
	Section 6.3	Obligation of the Company is Absolute and Unconditional	20
	Section 6.4	Maturity of or Default on Senior Indebtedness	20
	Section 6.5	Payments on Debentures Permitted	21
	Section 6.6	Effectuation of Subordination by Trustee	21
	Section 6.7	Knowledge of Trustee	21
	Section 6.8	Trustee's Relation to Senior Indebtedness	21
	Section 6.9	Rights of Holders of Senior Indebtedness Not Impaired	22
	Section 6.10	Modification of Terms of Senior Indebtedness	22
ARTICLE VII		RIGHTS OF HOLDERS OF PREFERRED SECURITIES	22
	Section 7.1	Preferred Security Holders' Rights	22
	Section 7.2	Direct Action	22
	Section 7.3	Payments Pursuant to Direct Actions	23
ARTICLE VIII		REMARKETING	23
	Section 8.1	Effectiveness of this Article	23
	Section 8.2	Remarketing	23

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ARTICLE IX		MISCELLANEOUS	27
	Section 9.1	Ratification of Indenture	27
	Section 9.2	Article 19 of the Base Indenture	28
	Section 9.3	Trustee Not Responsible for Recitals	28
	Section 9.4	Governing Law	28
	Section 9.5	Severability	28
	Section 9.6	Counterparts	28
EXHIBIT A		FORM OF DEBENTURE	A-1

ii

    FIRST SUPPLEMENTAL INDENTURE, dated as of April 30, 2001 (this "First Supplemental Indenture"), between WASHINGTON MUTUAL INC., a Washington corporation (the "Company"), having its principal place of business at 1201 Third Avenue-WMT 1706, Seattle, Washington 98101 and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the "Trustee"), having its corporate trust office at 101 Barclay Street, Floor 21 West, New York, New York 10286, under the Indenture, dated as of April 30, 2001, between the Company and the Trustee (the "Base Indenture", together with the First Supplemental Indenture, the "Indenture").

    WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for the issuance from time to time of the Company's unsecured debentures, notes or other evidences of indebtedness (collectively the "Debt Securities", and individually, a "Debt Security") to be issued in one or more series as might be determined by the Company under the Base Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered as provided in the Base Indenture;

    WHEREAS, pursuant to the terms of the First Supplemental Indenture, the Company desires to provide for the establishment of a new series of Debt Securities to be known as the 5.375% Junior Subordinated Deferrable Interest Debentures due 2041 (the "Debentures"), the form and substance of such Debentures and the terms, provisions and conditions thereof to be as set forth in the Indenture;

    WHEREAS, Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust"), has offered to the public $1,000,000,000 (or $1,150,000,000 if the Initial Purchaser's option to purchase an additional $150,000,000 of Units is exercised in full) in aggregate stated liquidation amount of its 5.375% Preferred Securities (the "Preferred Securities") and, in connection therewith, the Company has agreed to purchase $30,930,000 (or $35,565,000 if the Initial Purchaser's option to purchase Units is exercised in full) in aggregate stated liquidation amount of the Trust's common securities (the "Common Securities" and, together with the Preferred Securities, the "Trust Securities"), each representing an undivided beneficial ownership interest in the assets of the Trust, and proposes to invest the proceeds from such offerings in $1,030,930,000 (or $1,185,568,000 if the Initial Purchaser's option to purchase an additional $150,000,000 of Units is exercised in full) aggregate principal amount of the Debentures; and

    WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture, all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms (and to make the Debentures, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company) have been performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects.

    NOW, THEREFORE, in consideration of the purchase and acceptance of the Debentures by the Holders (as defined below) thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Debentures and the terms, provisions and conditions thereof, the Company covenants and agree with the Trustee as follows:

ARTICLE I
DEFINITIONS

Section 1.1  Definition of Terms.

    Unless the context otherwise requires:

    (a) a term not defined herein that is defined in the Base Indenture has the same meaning when used in this First Supplemental Indenture;

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    (b) a term defined anywhere in this First Supplemental Indenture has the same meaning throughout;

    (c) the singular includes the plural and vice versa;

    (d) a reference to a Section or Article is to a Section or Article of this First Supplemental Indenture;

    (e) headings are for convenience of reference only and do not affect interpretation;

    (f)  the following terms have the following meanings:

    "Accreted Value" has the meaning set forth in the Declaration.

    "Administrative Trustees" has the meaning set forth in the Declaration.

    "Base Indenture" has the meaning set forth in the Recitals.

    "Business Day" has the meaning set forth in the Declaration.

    "Change of Control" has the meaning set forth in the Declaration.

    "Change of Control Repurchase Date" has the meaning set forth in the Declaration.

    "Change of Control Repurchase Price" has the meaning set forth in the Declaration.

    "Change of Control Repurchase Right" has the meaning set forth in the Declaration.

    "Common Securities" has the meaning set forth in the Recitals.

    "Company" has the meaning set forth in the Recitals.

    "Compounded Interest" has the meaning set forth in Section 2.5(a).

    "Coupon Rate" has the meaning set forth in Section 2.4(a).

    "Debenture Distribution Notice" has the meaning set forth in the Declaration.

    "Debenture Issuer" has the meaning set forth in the Declaration.

    "Debentures" has the meaning set forth in the Recitals.

    "Debt Securities" or "Debt Security" has the meaning set forth in the Recitals.

    "Declaration" means the Amended and Restated Declaration of Trust of the Trust, dated as of April 30, 2001, among the Debenture Issuer, in its capacity as Sponsor, the initial Administrative Trustees, The Bank of New York, as Property Trustee, and The Bank of New York (Delaware), as Delaware Trustee, as amended and restated from time to time.

    "Delaware Trustee" has the meaning set forth in the Declaration.

    "Direct Action" has the meaning set forth in Section 7.2.

    "Distribution Date" has the meaning set forth in the Declaration.

    "Distributions" have the meaning set forth in the Declaration.

    "Exchange Agent" has the meaning set forth in the Declaration.

    "Exercise Price" has the meaning set forth in the Warrant Agreement.

    "Extension Period" has the meaning set forth in Section 2.5(a).

    "Failed Remarketing" has the meaning set forth in the Declaration.

    "Failed Remarketing Date" has the meaning set forth in the Declaration.

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    "First Supplemental Indenture" has the meaning set forth in the Recitals.

    "Global Debenture" has the meaning set forth in Section 2.3(a).

    "Guarantee" has the meaning set forth in the Declaration.

    "Holder" means a Person in whose name a Debenture is registered.

    "Indenture" has the meaning set forth in the Recitals.

    "Initial Purchaser" has the meaning set forth in the Declaration.

    "Legal Cause Remarketing Event" has the meaning set forth in the Declaration.

    "Legal Requirements" has the meaning set forth in the Declaration.

    "Like Amount" has the meaning set forth in the Declaration.

    "90 Day Period" has the meaning set forth in the Declaration.

    "Non Book-Entry Preferred Securities" has the meaning set forth in Section 2.3(b).

    "No Recognition Opinion" has the meaning set forth in the Declaration.

    "Officers' Certificate" has the meaning set forth in the Declaration.

    "Opinion of Counsel" means the written opinion of counsel rendered by an independent law firm which shall be acceptable to the Trustee.

    "Payment Blockage Notice" has the meaning set forth in Section 6.1(d).

    "Preferred Securities" has the meaning set forth in the Recitals.

    "Preferred Security Certificate" has the meaning set forth in the Declaration.

    "Property Trustee" has the meaning set forth in the Declaration.

    "Pro Rata" has the meaning set forth in the Declaration.

    "Purchase Agreement" has the meaning set forth in the Declaration.

    "Quotation Agent" means (i) Lehman Brothers Inc. and its respective successors, provided that if Lehman Brothers Inc. ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer therefor, or (ii) any other Primary Treasury Dealer selected by the Company.

    "Remarketing" means:

    (i)  as long as the Trust has not been liquidated, the operation of the procedures for remarketing specified in Section 6.6 of the Declaration; and

    (ii)  if the Trust has been liquidated, the operation of the procedures for remarketing specified in Article VIII.

    "Remarketing Agent" has the meaning set forth in the Declaration.

    "Remarketing Agreement" has the meaning set forth in the Declaration.

    "Remarketing Date" has the meaning set forth in the Declaration.

    "Remarketing Settlement Date" has the meaning set forth in the Declaration.

    "Repurchase Price" has the meaning set forth in the Declaration.

    "Repurchase Right" has the meaning set forth in the Declaration.

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    "Required Repurchase Date" has the meaning set forth in the Declaration.

    "Reset Rate" has the meaning set forth in the Declaration.

    "Senior Indebtedness" means the principal of, premium, if any, interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) on and all fees, costs, expenses and other amounts accrued or due on or in connection with:

    (1) all indebtedness, obligations and other liabilities (contingent or otherwise) of the Company for borrowed money (including obligations of the Company in respect of overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments) or evidenced by bonds, debentures, notes or other instruments for the payment of money, or incurred in connection with the acquisition of any properties or assets (whether or not the recourse of the lender is to the whole of the assets of the Company or to only a portion thereof), other than any account payable or other accrued current liability or obligation to trade creditors incurred in the ordinary course of business;

    (2) all obligations and liabilities (contingent or otherwise) in respect of leases of the Company required or permitted, in conformity with generally accepted accounting principles, to be accounted for as capitalized lease obligations on the balance sheet of the Company;

    (3) all direct or indirect guaranties or similar agreements by the Company in respect of, and obligations or liabilities (contingent or otherwise) of the Company to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another Person of the kind described in clauses (1) and (2);

    (4) any and all amendments, renewals, extensions and refundings of any indebtedness, obligation or liability of the kind described in clauses (1) through (3),

unless in the case of any particular indebtedness the instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such indebtedness shall not be senior in right of payment to the Debentures or expressly provides that such Indebtedness is pari passu or junior to the Debentures.

    "Special Event" has the meaning set forth in the Declaration.

    "Special Record Date" has the meaning set forth in the Declaration.

    "Trading Remarketing Event" has the meaning set forth in the Declaration.

    "Trust" has the meaning set forth in the Recitals.

    "Trust Securities" has the meaning set forth in the Recitals.

    "Trustee" has the meaning set forth in the Recitals.

    "Unit" has the meaning set forth in the Declaration.

    "Warrant" has the meaning set forth in the Warrant Agreement.

    "Warrant Agreement" has the meaning set forth in the Declaration.

    "Warrant Requirements" has the meaning set forth in the Declaration.

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ARTICLE II
TERMS AND CONDITIONS OF THE DEBENTURES

Section 2.1  Designation and Principal Amount.

    There is hereby authorized a series of Debt Securities designated the "5.375% Junior Subordinated Deferrable Interest Debentures due 2041", limited in aggregate principal amount to $1,030,930,000 (or $1,185,568,000 if the Initial Purchaser's option to purchase an additional $150,000,000 of the Units is exercised in full).

Section 2.2  Maturity.

    The Stated Maturity shall be July 1, 2041, unless reset in connection with a Remarketing to 60 days following the Remarketing Date.

Section 2.3  Global Debentures.

    If distributed to holders of Trust Securities in connection with the involuntary or voluntary dissolution of the Trust:

    (a) The Debentures in definitive form may be presented to the Trustee by the Property Trustee in exchange for a global security in an aggregate principal amount equal to all Outstanding Debentures (a "Global Debenture"). The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Base Indenture and this First Supplemental Indenture. The Depositary for the Debentures will be the The Depositary Trust Company. The Global Debentures will be registered in the name of the Depositary or its nominee, Cede & Co., and delivered by the Trustee to the Depositary or a custodian appointed by the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees. Payments on the Debentures issued as a Global Debenture will be made to the Depositary or its nominee.

    (b) If any Preferred Securities are held in definitive form, the Debentures in definitive form may be presented to the Trustee by the Property Trustee, and any Preferred Security Certificate which represents Preferred Securities other than Preferred Securities held by the depositary for the Preferred Securities or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial ownership interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate stated liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance, at which time such Preferred Security Certificates will be canceled and a Debenture registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate stated liquidation amount of the Preferred Security Certificate canceled will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Base Indenture and this First Supplemental Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be deemed to have been canceled.

Section 2.4  Interest.

    (a) Each Debenture will bear interest at a rate per annum of 5.375% (the "Coupon Rate") of the principal amount of $50 per Debenture from and including April 30, 2001 to, but excluding, the Remarketing Date, and at the Reset Rate of the Accreted Value of the Debenture from and including the Remarketing Date to, but excluding, the Stated Maturity, payable quarterly in arrears on

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February 1, May 1, August 1 and November 1 of each year (each, an "Interest Payment Date"), commencing on August 1, 2001.

    (b) Interest not paid on the scheduled Interest Payment Date will accrue and compound quarterly at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures, as the case may be.

    (c) The Regular Record Dates for the Debentures shall be:

     (i) as long as the Debentures are represented by a Global Debenture, the Business Day preceding the corresponding Interest Payment Date; or

    (ii) if the Debentures are issued in definitive form, at least one Business Day prior to the corresponding Interest Payment Date.

(d)

The amount of interest payable on the Debentures for any period will be computed:

     (i) for any full 90-day quarterly period, on the basis of a 360-day year of twelve 30-day months;

    (ii) for any period shorter than a full 90-day quarterly period, on the basis of a 30-day month; and

    (iii) for any period shorter than a 30-day month, on the basis of the actual number of days elapsed in the 30-day month.

    In the event that any date on which interest is payable on the Debentures is not a Business Day, payment of the interest payable on such date will be made on the next day that is a Business Day (and without any additional interest or other payment in respect of any such delay), except that, if such Business Day is in the next calendar year, such payment will be made on the preceding Business Day with the same force and effect as if made on the date such payment was originally payable.

Section 2.5  Optional Deferral of Interest.

    (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures, provided that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements.

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    (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows:

     (i) If the Property Trustee shall be the only holder of the Debentures, the Company shall give notice of its election of such extension period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business day prior to the earlier of:

    (A) the next date on which Distributions on the Preferred Securities are payable; or

    (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or

    (ii) If the Property Trustee shall not be the holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of:

    (A) the Interest Payment Date for the first quarter of such Extension Period; or

    (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders.

    (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Section 2.6  Redemption.

    (a) The Company shall have no right to redeem the Debentures.

    (b) The Debentures shall not be subject to a sinking fund provision.

Section 2.7  Limited Right to Require Exchange of Preferred Securities and Repurchase of Debentures.

    (a) Pursuant to Section 6.7 of the Declaration, in the event a holder of a Unit exercises a Warrant on a date other than a Remarketing Settlement Date and elects to exercise its Repurchase Right, the Company shall be required to repurchase at the Repurchase Price on the applicable Required Repurchase Date Debentures having an Accreted Value on the date of exchange of Preferred Securities for Debentures equal to the Accreted Value of the exchanged Preferred Securities on such exchange date.

    (b) No less than three Business Days prior to the applicable Required Repurchase Date:

     (i) if the Preferred Securities to be exchanged are represented by a Global Preferred Security, the Trustee shall, in accordance with the instruction of the Property Trustee provided for in the Declaration, transfer to the Exchange Agent Debentures having an Accreted Value equal to the Accreted Value of the Preferred Securities for which, pursuant to the Declaration, the necessary endorsement to the "Schedule of Increases or Decreases in Global Preferred Security" attached to the Global Preferred Security was made to reduce the amount of Preferred Securities represented thereby; and

    (ii) if the Preferred Securities to be exchanged are represented by Definitive Preferred Securities, the Trustee shall, in accordance with the instruction of the Property Trustee provided

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for in the Declaration, deliver to such Holder definitive Debentures having an Accreted Value equal to the Accreted Value of the Preferred Securities of such Holder which, pursuant to the Declaration, were presented by such Holder to the Property Trustee for cancellation.

    (c) On the applicable Required Repurchase Date, the Debenture Issuer shall repurchase the Debentures which were the subject of an exchange notice received by the Debenture Issuer by paying the Repurchase Price directly to the selling Holder.

Section 2.8  Change of Control Right to Require Exchange of Preferred Securities and Repurchase of Debentures.

    (a) Pursuant to Section 6.8 of the Declaration, in the event a Change of Control occurs and the holder of a Unit or the holder of a Trust Security, as the case may be, elects to exercise its Change of Control Repurchase Right, the Company shall be required to repurchase at the Change of Control Repurchase Price on the Change of Control Repurchase Date Debentures having an Accreted Value on the date of exchange equal to the Accreted Value of the exchanged Preferred Securities on such exchange date.

    (b) No less than three Business Days prior to the Change of Control Repurchase Date:

     (i) if the Preferred Securities to be exchanged are represented by a Global Preferred Security, the Trustee shall, in accordance with the instruction of the Property Trustee provided for in the Declaration, transfer to the Exchange Agent Debentures having an Accreted Value equal to the Accreted Value of the Preferred Securities for which, pursuant to the Declaration, the necessary endorsement to the "Schedule of Increases or Decreases in Global Preferred Security" attached to the Global Preferred Security was made to reduce the amount of Preferred Securities represented thereby; and

    (ii) if the Preferred Securities to be exchanged are represented by Definitive Preferred Securities, the Trustee shall, in accordance with the instruction of the Property Trustee provided for in the Declaration, deliver to such Holder definitive Debentures having an Accreted Value equal to the Accreted Value of the Preferred Securities of such Holder which, pursuant to the Declaration, were presented by such Holder to the Property Trustee for cancellation.

    (c) On the Change of Control Repurchase Date, the Debenture Issuer shall repurchase the Debentures which were the subject of an exchange notice received by the Debenture Issuer by paying the Change of Control Repurchase Price directly to the selling Holder.

Section 2.9  Distribution of Debentures in Exchange for Trust Securities Upon the Occurrence of a Special Event.

    (a) If at any time a Special Event occurs and certain conditions set forth in Section 2.9(b) are satisfied, the Administrative Trustees may dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, cause the Debentures held by the Property Trustee to be distributed to the holders of Trust Securities in liquidation of such holders' interests in the Trust on a Pro Rata basis, upon not less than 30 nor more than 60 days notice, within the 90 Day Period, and, simultaneous with such distribution, to cause a Like Amount of the Securities to be exchanged by the Trust on a Pro Rata basis.

    (b) The dissolution of the Trust and distribution of the Debentures pursuant to Section 2.9(a) shall be permitted only upon satisfaction of the following three conditions:

     (i) the receipt by the Administrative Trustees of a No Recognition Opinion;

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    (ii) neither the Trust nor the Company being able to eliminate such Special Event by taking some ministerial action (such as filing a form, making an election or pursuing some other reasonable measure) that:

    (A) has no material adverse effect on the Trust, the Company or the holders of the Trust Securities; or

    (B) does not subject any of them to more than de minimis regulatory requirements; and

    (iii) the receipt by the Administrative Trustees of the prior written consent of the Company.

    (c) A Debenture Distribution Notice, which notice shall be irrevocable, shall be given by the Trust by mail to each holder of Trust Securities not fewer than 30 nor more than 60 days before the date of distribution of the Debentures. A Debenture Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to Holders. No defect in the Debenture Distribution Notice or in the mailing of the Debenture Distribution Notice with respect to any holder of Trust Securities shall affect the validity of the exchange proceedings with respect to any other holder of Trust Securities.

    (d) On and from the date fixed by the Property Trustee for any distribution of Debentures and liquidation of the Trust:

     (i) the Trust Securities no longer shall be deemed to be outstanding;

    (ii) the Depositary or its nominee (or any successor Depositary or its nominee), as the holder of the Preferred Securities, will receive a registered global certificate or certificates representing the Debentures to be delivered upon such distribution; and

    (iii) any certificates representing Trust Securities not held by the Depositary or its nominee (or any successor Depositary or its nominee) shall be deemed to represent Debentures having an aggregate principal amount equal to the aggregate liquidation amount of such Trust Securities and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Trust Securities, until such certificates are presented for cancellation, at which time the Company shall issue, and the Trustee shall authenticate, a certificate representing such Debentures.

    (e) In the event of a dissolution of the Trust and a distribution of the Debentures, the Company shall have the same right, and shall be subject to same terms and conditions, to cause a Remarketing of the Debentures as the Company has and is subject to under Section 6.6 of the Declaration to cause a Remarketing of the Preferred Securities.

Section 2.10  Events of Default.

    In addition to the Events of Default set forth in Section 501 of the Base Indenture, it shall be an Event of Default with respect to the Debentures if the following occurs and shall be continuing:

    (a) the Company defaults in the payment of the principal of any of the Debentures when it becomes due and payable at Stated Maturity, upon exercise of a Repurchase Right, upon exercise of a Change of Control Repurchase Right or otherwise, whether or not such payment is prohibited by the subordination provisions of Article 6 of this First Supplemental Indenture;

    (b) the Company defaults in the payment of interest on any of the Debentures when it becomes due and payable and such default continues for a period of 30 days, whether or not such payment is prohibited by the subordination provisions of Article 6 of this First Supplemental Indenture; provided, however, that a valid extension of the interest payment period does not constitute a default in the payment of interest;

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    (c) the Company fails to perform or observe any other term, covenant or agreement contained in the Debentures or the Indenture (other than a term, covenant or agreement included in the Indenture solely for the benefit of any series of Debt Securities other than the Debentures) and such default continues for a period of 90 days after written notice of such failure shall have been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Debentures; or

    (d) the Trust shall have voluntarily or involuntarily dissolved, wound up its business or otherwise terminated its existence, except in connection with:

     (i) the distribution of the Debentures held by the Trust to the holders of the Trust Securities in liquidation of their interests in the Trust;

    (ii) the redemption of all of the outstanding Trust Securities; or

    (iii) a merger, consolidation, conversion, amalgamation, replacement or other transaction involving the Trust that is permitted under Section 3.15 of the Declaration.

Section 2.11  Amendment; Supplement; Waiver.

    (a) Amendment Without Consent of Holders.

    Section 901 of the Base Indenture shall be superseded by this Section 2.11(a).

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    Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Indenture and the Debentures to:

     (i) add to the covenants of the Company for the benefit of the Holders;

    (ii) add to the Events of Default under the Indenture;

    (iii) surrender any right or power herein conferred upon the Company;

    (iv) provide for the assumption of the Company's obligations to the Holders in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article 8 of the Base Indenture;

    (v) comply with the requirements of the Securities Exchange Commission in order to maintain the qualification of the Indenture under the Trust Indenture Act; or

    (vi) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under the Indenture which the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of the Indenture, provided, that such action pursuant to this clause (vi) does not adversely affect the interests of the Holders in any material respect.

    (b) Amendment With Consent of Holders.

    Section 902 of the Base Indenture shall be supplemented and amended by this Section 2.11(b).

    With the consent of the Holders of not less than a majority in aggregate principal amount of the Debentures and all other series of Debt Securities affected at the time Outstanding, voting as one class, the Company and the Trustee, at any time and from time to time, may amend the Indenture and the Debentures; provided, however, no such modification or amendment shall be effective until the Holder of each Debenture affected at the time Outstanding shall have consented to such modification or amendment, if such modification or amendment shall:

     (i) change the Stated Maturity of the principal of, or the time of payment of any installment of interest on, any Debenture;

    (ii) reduce the principal amount of, or the rate of interest on, any Debenture;

    (iii) change the place of payment where the Debentures or any interest thereon is payable;

    (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to the Debentures;

    (v) reduce the above-stated percentage of principal amount of Debentures, the Holders of which are required to modify or amend the Indenture, to consent to any waiver thereunder or to approve any supplemental indenture;

    (vi) change any obligation of the Company to maintain an office or agency in the place and for the purposes required by the Indenture; or

   (vii) modify any of the above provisions;

and provided, further, that no such modification or amendment shall be effective until the holders of not less than 66²/3% of the aggregate stated liquidation amount of the Trust Securities shall have consented to such modification or amendment; and provided, further, that where the consent of the Holders of not less than 66²/3% of the aggregate principal amount of the Debentures is required pursuant to Section 902 of the Base Indenture, no such modification or amendment shall be effective until the holders of at least the same proportion in aggregate stated liquidation amount of the Trust Securities shall have consented to such modification or amendment.

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    (c) Waiver of Past Defaults.

    Section 513 of the Base Indenture shall be supplemented by this Section 2.11(c).

    The Holders of not less than 66²/3% of aggregate principal amount of the Debentures then Outstanding may waive any past default with respect to the Debentures, except for (i) a default in the payment of principal of or interest on the Debentures and (ii) a default in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each Debenture then Outstanding, provided, however, that no such waiver shall be effective until the holders of a majority in aggregate stated liquidation amount of Trust Securities shall have consented to such waiver; and provided, further, that where a consent would require the Holders of more than a majority in principal amount of Debentures, no such waiver shall be effective until the holders of at least the same proportion in aggregate stated liquidation amount of Trust Securities shall have consented to such waiver.

    (d) Meetings and Voting.

    Sections 1602 and 1604 of the Base Indenture shall be superseded by this Section 2.11(d).

     (i) The Trustee may at any time call a meeting of Holders of Debentures for any purpose specified in Section 1601 of the Base Indenture, to be held at such time and at such place in The City of New York. Notice of every meeting of Holders of Debentures, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given not less than 21 nor more than 180 days prior to the date fixed for the meeting.

    In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 20% in principal amount of the Outstanding Debentures shall have requested the Trustee to call a meeting of the Holders of Debentures for any purpose specified in Section 1601 of the Base Indenture, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Debentures in the amount specified, as the case may be, may determine the time and the place in The City of New York for such meeting and may call such meeting for such purposes by giving notice thereof.

    (ii) Except as provided below, the Persons entitled to vote a majority in principal amount of the Outstanding Debentures shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Debentures, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided herein, except that such notice need be given only once and not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debentures which shall constitute a quorum.

    Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the Persons entitled to vote 25% in principal amount of the Outstanding Debentures at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting.

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    At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the Persons entitled to vote the lesser of:

    (A) a majority in principal amount of the Debentures then Outstanding; or

    (B) 66²/3% in principal amount of the Debentures represented and voting at such meeting;

provided, however, that if any consent, waiver or other action must be given, made or taken by the Holders of a specified percentage in principal amount of Outstanding Debentures (which is less than a majority of the principal amount to Debentures then Outstanding, then such consent, waiver or other action may be given, made or taken by the Persons entitled to vote the lesser of:

    (x) the specified percentage in principal amount of the Debentures then Outstanding; or

    (y) a majority in principal amount of the Debentures represented and voting at such meeting.

    Any resolution passed or decisions taken at any meeting of Holders of Debentures duly held in accordance with this Section shall be binding on all the Holders of Debentures, whether or not present or represented at the meeting.

Section 2.12  Defeasance.

    Section 1701 of the Base Indenture shall be superseded by this Section 2.12.

    The Company shall be deemed to have been discharged from their obligations with respect to all of the outstanding Debentures on the date of the deposit referred to in subparagraph (1) hereof, and the provisions of this Indenture, as it relates to such outstanding Debentures, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to:

     (i) the rights of Holders of Debentures to receive, solely from the trust funds described in subparagraph (1) hereof, payments of the principal of or interest on the outstanding Debentures on the date such payments are due; and

    (ii) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 of the Base Indenture and the duty of the Trustee to authenticate Debentures issued on registration of transfer of exchange;

provided that the following conditions shall have been satisfied:

    (1) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee, under the terms of an escrow trust agreement satisfactory to the Trustee, as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Debentures, cash in U.S. dollars and/or Eligible Instruments (including U.S. Government Obligations) which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of and interest on all the Debentures on the dates such payments of principal or interest are due and payable;

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    (2) no Default or Event of Default with respect to the Debentures shall have occurred and be continuing on the date of such deposit;

    (3) such deposit and the related intended consequences will not result in a breach or violation of, or constitute a default or event of default under, the Indenture or any other material indenture, agreement or other instrument binding upon the Company or its subsidiaries or any of their properties or assets;

    (4) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling (which ruling shall be satisfactory to the Trustee), or (B) since the date of execution of this First Supplemental Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;

    (5) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;

    (6) such deposit shall not result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act")), or such trust shall be qualified under such Act or exempt from regulation thereunder; and

    (7) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 12.12 have been complied with.

    Notwithstanding a defeasance of the Debentures, the Company shall continue to have the right to cause a Remarketing of the Debentures so long as the amounts described above are expected to be on deposit in the escrow trust account as of such adjusted date of maturity (i.e., 60 days following the Remarketing Date).

Section 2.13  Paying Agent; Security Registrar.

    Initially, the Trustee shall act as Paying Agent and Security Registrar. If the Debentures are issued in definitive form, the Corporate Trust Office shall be the office or agency of the Paying Agent and the Security Registrar for the Debentures.

ARTICLE III
FORM OF DEBENTURE

Section 3.1  Form of Debenture.

    The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the forms of Exhibit A annexed hereto.

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ARTICLE IV
EXPENSES

Section 4.1  Payment of Expenses.

    In connection with the offering, sale and issuance of the Debentures to the Trust in connection with the sale of the Trust Securities by the Trust, the Company, as borrower, shall:

    (a) pay for all costs and expenses relating to the offering, sale and issuance of the Debentures, including compensation to the Initial Purchasers payable pursuant to the Purchase Agreement and compensation of the Trustee under the Indenture in accordance with the provisions of Section 607 of the Indenture; and

    (b) pay for all costs and expenses of the Trust, including, but not limited to, costs and expenses relating to the organization of the Trust, the offering, sale and issuance of the Trust Securities (including compensation to the Initial Purchaser payable pursuant to the Purchase Agreement in connection therewith); the fees and expenses of the Property Trustee (including, without limitation, those incurred in connection with the enforcement by the Property Trustee of the rights of the holders of the Preferred Securities), the Delaware Trustee and the Administrative Trustees; the costs and expenses relating to the operation of the Trust (including, without limitation, costs and expenses of accountants, attorneys, statistical or bookkeeping services, expenses for printing and engraving and computing or accounting equipment, paying agent(s), registrar(s), transfer agent(s), duplicating, travel and telephone and other telecommunications expenses); and costs and expenses incurred in connection with the acquisition, financing and disposition of Trust assets;

    (c) be primarily liable for any indemnification obligations arising with respect to the Declaration; and

    (d) pay any and all taxes (other than United States withholding taxes), duties, assessments or governmental charges of whatever nature imposed on the Trust by the United States or any other taxing authority and all liabilities, costs and expenses with respect to such taxes of the Trust.

ARTICLE V
COVENANTS

Section 5.1  Covenants in the Event of an Event of Default or of a Deferral of Interest.

    If an Event of Default occurs and written notice of such event has been given to the Company, or if the Company exercises its right to defer payments of interest on the Debentures pursuant to Section 2.5, the Company may not:

    (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock; or

    (b) make any payment of principal or interest on or repay, repurchase or redeem any debt securities of the Company that rank on a parity with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures;

in each case, other than:

     (i) dividends or distributions in capital stock (or rights to acquire capital stock) of the Company;

    (ii) payments under the Guarantee;

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    (iii) any declarations of a dividend in connection with the implementation of a shareholders' rights plan, or the issuances of stock under any such plan in the future, or redemptions or repurchases of any rights pursuant to a rights agreement;

    (iv) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans; and

    (v) repurchases of capital stock of the Company in connection with the satisfaction by the Company of its obligations pursuant to any acquisitions of businesses made by the Company (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

Section 5.2  Additional Covenants Relating to the Trust.

    For as long as the Preferred Securities remain outstanding, the Company will:

    (a) maintain, directly or indirectly, 100% ownership of the Common Securities; provided, however, that any permitted successor of the Company may succeed to the Company's ownership of such Common Securities;

    (b) cause the Trust to (a) remain a statutory business trust, except in connection with the distribution of the Debentures to the Holders, the redemption of all of the Securities, or certain mergers, consolidations, conversions or amalgamations, each as permitted by the Declaration, (b) not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by this Declaration and (c) otherwise continue to be classified as a grantor trust for United States federal income tax purposes;

    (c) use its commercially reasonable efforts to ensure that the Trust will not be an "investment company" required to be registered under the Investment Company Act; and

    (d) not to take any action that would be reasonably likely to cause the Trust to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Section 5.3  Covenant in Event of Distribution of Debentures.

    If the Debentures are to be distributed to the holders of the Preferred Securities upon dissolution of the Trust, the Company shall perform all acts and take all actions necessary to facilitate the distribution of the Debentures pursuant to Section 6.10 of the Declaration (including, without limitation, making the Debentures eligible for payment through The Depository Trust Company).

Section 5.4  Additional Covenant Relating to the Guarantee.

    If an event of default under the Guarantee occurs and written notice of such event has been given to the Company, the Company shall be subject to the limitations and restrictions set forth in Section 5.1 relating to an Event of Default.

ARTICLE VI
SUBORDINATION

Article 18 of the Base Indenture shall be superseded by this Article VI.

Section 6.1  Debentures Subordinated to Senior Indebtedness.

    The Company covenants and agrees, and each Holder, by such Holder's acceptance thereof, likewise covenants and agrees, that the indebtedness represented by the Debentures and the payment of the principal of and interest on each and all of the Debentures is hereby expressly subordinated and

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junior, to the extent and in the manner set forth and as set forth in this Section 6.1, in right of payment to the prior payment in full of all Senior Indebtedness.

    (a) In the event of any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, the holders of all Senior Indebtedness shall be entitled first to receive payment of the full amount due thereon in respect of all such Senior Indebtedness and all other amounts due or provision shall be made for such amount in cash, or other payments satisfactory to the holders of Senior Indebtedness, before the Holders are entitled to receive any payment or distribution of any character, whether in cash, securities or other property, on account of the principal of or interest on the indebtedness evidenced by the Debentures.

    (b) In the event of any acceleration of maturity of the Debentures because of an Event of Default, unless the full amount due in respect of all Senior Indebtedness is paid in cash or other form of payment satisfactory to the holders of Senior Indebtedness, no payment shall be made by the Company with respect to the principal of or interest on the Debentures or to acquire any of the Debentures, and the Company shall give prompt written notice of such acceleration to such holders of Senior Indebtedness.

    (c) In the event of and during the continuance of any default in payment of the principal of or interest on any Senior Indebtedness, unless all such payments due in respect of such Senior Indebtedness have been paid in full in cash or other payments satisfactory to the holders of Senior Indebtedness, no payment shall be made by the Company with respect to the principal of or interest on the Debentures or to acquire any of the Debentures. The Company shall give prompt written notice to the Trustee of any default under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued.

    (d) During the continuance of any event of default with respect to any Senior Indebtedness, as such event of default is defined under any such Senior Indebtedness or in any agreement pursuant to which any Senior Indebtedness has been issued (other than a default in payment of the principal of or interest on any Senior Indebtedness), permitting the holder or holders of such Senior Indebtedness to accelerate the maturity thereof, no payment shall be made by the Company, directly or indirectly, with respect to principal of or interest on the Debentures for 179 days following notice in writing (a "Payment Blockage Notice") to the Company, from any holder or holders of such Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture or under which any instrument evidencing any such Senior Indebtedness may have been issued, that such an event of default has occurred and is continuing, unless such event of default has been cured or waived or such Senior Indebtedness has been paid in full; provided, however, if the maturity of such Senior Indebtedness is accelerated, no payment may be made on the Debentures until such Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness or such acceleration (or termination, in the case of a lease) has been cured or waived.

    For purposes of this Section 6.1(d), such Payment Blockage Notice shall be deemed to include notice of all other events of default under such indenture or instrument which are continuing at the time of the event of default specified in such Payment Blockage Notice. The provisions of this Section 6.1(d) shall apply only to one such Payment Blockage Notice given in any period of 365 days with respect to any issue of Senior Indebtedness, and no such continuing event of default that existed or was continuing on the date of delivery of any Payment Blockage Notice shall be, or shall be made, the basis for a subsequent Payment Blockage Notice.

    (e) In the event that, notwithstanding the foregoing provisions of Sections 6.1(a), 6.1(b), 6.1(c) and 6.1(d), any payment on account of principal of or interest on the Debentures shall be made by or on behalf of the Company and received by the Trustee, by any Holder or by any Paying Agent (or, if

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the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust):

     (i) after the occurrence of an event specified in Section 6.1(a) or 6.1(b), then, unless all Senior Indebtedness is paid in full in cash, or provision shall be made therefor,

    (ii) after the happening of an event of default of the type specified in Section 6.1(c) above, then, unless the amount of such Senior Indebtedness then due shall have been paid in full, or provision made therefor or such event of default shall have been cured or waived, or

    (iii) after the happening of an event of default of the type specified in Section 6.1(d) above and delivery of a Payment Blockage Notice, then, unless such event of default shall have been cured or waived or the 179-day period specified in Section 6.1(d) shall have expired,

such payment (subject, in each case, to the provisions of Section 6.7 hereof) shall be held in trust for the benefit of, and shall be immediately paid over to, the holders of Senior Indebtedness or their representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing any of the Senior Indebtedness may have been issued, as their interests may appear.

Section 6.2  Subrogation.

    Subject to the payment in full of all Senior Indebtedness to which the indebtedness evidenced by the Debentures is in the circumstances subordinated as provided in Section 6.1 hereof, the Holders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until all amounts owing on the Debentures shall be paid in full, and, as between the Company, its creditors other than holders of such Senior Indebtedness, and the Holders, no such payment or distribution made to the holders of Senior Indebtedness by virtue of this Article which otherwise would have been made to the holders of the Debentures shall be deemed to be a payment by the Company on account of such Senior Indebtedness, provided that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Indebtedness, on the other hand.

Section 6.3  Obligation of the Company is Absolute and Unconditional.

    Nothing contained in this Article or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal of and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything contained herein or therein prevent the Trustee or the Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

Section 6.4  Maturity of or Default on Senior Indebtedness.

    Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, all principal of or premium, if any, or interest on, rent or other payment obligations in respect of all such matured Senior Indebtedness shall first be paid in full, or such payment shall have been duly provided for, before any payment on account of principal or interest is made upon the Debentures.

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Section 6.5  Payments on Debentures Permitted.

    Except as expressly provided in this Article, nothing contained in this Article shall affect the obligation of the Company to make, or prevent the Company from making, payments of the principal of or interest on the Debentures in accordance with the provisions hereof and thereof, or shall prevent the Trustee or any Paying Agent from applying any moneys deposited with it hereunder to the payment of the principal of or interest on the Debentures.

Section 6.6  Effectuation of Subordination by Trustee.

    Each Holder, by such Holder's acceptance thereof, authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee such Holder's attorney-in-fact for any and all such purposes.

    Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent or other Person making any payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, and as to other facts pertinent to the right of such Persons under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Persons pending judicial determination as to the right of such Persons to receive such payment.

Section 6.7  Knowledge of Trustee.

    Notwithstanding the provision of this Article or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness, of any default in payment of principal of or interest on, rent or other payment obligation in respect of any Senior Indebtedness, or of any facts which would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless a Responsible Officer of the Trustee having responsibility for the administration of the trust established by this Indenture shall have received written notice thereof from the Company, any Holder, any Paying Agent of the Company or the holder or representative of any class of Senior Indebtedness, and, prior to the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such default or facts exist; provided, however, that unless on the third Business Day prior to the date upon which by the terms hereof any such moneys may become payable for any purpose the Trustee shall have received the notice provided for in this Section 6.7, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such date.

Section 6.8  Trustee's Relation to Senior Indebtedness.

    The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness and nothing contained in this Indenture shall deprive the Trustee of any of its rights as such holder.

    Nothing contained in this Article shall apply to claims of or payments to the Trustee under or pursuant to Section 607 of the Base Indenture.

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    With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall not be liable to any holder of Senior Indebtedness if it shall pay over or deliver to Holders, the Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

Section 6.9  Rights of Holders of Senior Indebtedness Not Impaired.

    No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

Section 6.10  Modification of Terms of Senior Indebtedness.

    Any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness, including without limitation the waiver of default thereunder, may be made or done all without notice to or assent from the Holders or the Trustee.

    No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is in accordance with the provisions or any applicable document, shall in any way alter or affect any of the provisions of this Article or of the Debentures relating to the subordination thereof.

ARTICLE VII
RIGHTS OF HOLDERS OF PREFERRED SECURITIES

Section 7.1  Preferred Security Holders' Rights.

    Notwithstanding Section 507 of the Base Indenture, if the Property Trustee fails to enforce its rights under the Debentures after a holder of Preferred Securities has made a written request, the holder of Preferred Securities may, to the fullest extent permitted by law, institute a legal proceeding directly against the Company to enforce the Property Trustee's rights under the Indenture without first instituting any legal proceeding against the Property Trustee or any other person or entity.

Section 7.2  Direct Action.

    Notwithstanding any other provision of the Indenture, for as long as any Preferred Securities remain outstanding, to the fullest extent permitted by law, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of and interest on the Debentures on the date such principal or interest is otherwise payable, a holder of Preferred Securities may institute a proceeding directly against the Company (a "Direct Action") to enforce payment to such holder of the principal of or interest on Debentures having an aggregate principal amount equal to the aggregate stated liquidation amount of the Preferred Securities of such holder.

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Section 7.3  Payments Pursuant to Direct Actions.

    The Company shall have the right to set off against its obligations to the Trust, as Holder, any payment made to a holder of Preferred Securities in connection with a Direct Action.

ARTICLE VIII
REMARKETING

Section 8.1  Effectiveness of this Article.

    Except for Section 8.2(a) and 8.2(b), this Article VIII shall become effective only upon a distribution of the Debentures upon dissolution of the Trust which occurs prior to the Remarketing of the Preferred Securities pursuant to the Declaration. Until such a distribution, or if such distribution occurs after the Remarketing of the Preferred Securities pursuant to the Declaration, this Article VIII (except for Section 8.2(a) and 8.2(b)) shall have no effect.

Section 8.2  Remarketing.

    (a) In connection with a Remarketing of the Preferred Securities:

     (i) in connection with a Remarketing of the Preferred Securities upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 60 days following the Remarketing Date;

    (ii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and

    (iii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Debentures on the Special Record Date.

    (b) In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Trust Securities for its pro rata share of Debentures. In such event, the Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Trust Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Trust Securities purchased by such purchaser, to be distributed to such purchaser in exchange for such Holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Trust Securities.

    (c) The proceeds from the Remarketing of the Debentures shall be paid to the selling Holders, provided that, upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders.

    (d) Upon the occurrence of a Trading Remarketing Event, the Company may elect to cause a Remarketing of the Debentures and select a Remarketing Date, provided that the following conditions precedent are satisfied:

     (i) as of the date of which the Company elects to cause a Remarketing of the Debentures, the Closing Price of a share of the Common Stock exceeds and has exceeded for at least 20 Trading Days within the immediately preceding 30 consecutive Trading Days, $74.49 per share;

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    (ii) as of the date of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing;

    (iii) as of the date of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, a registration statement covering the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be effective under the Securities Act, or the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from the registration requirements of the Securities Act; and

    (iv) on the Remarketing Date, the Legal Requirements shall have been satisfied.

The settlement of the Remarketing shall occur on the Remarketing Settlement Date, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date:

    (A) the Warrant Requirements shall be satisfied; and

    (B) a redemption of the Warrants of those holders who have not elected to exercise their Warrants on such date shall have been consummated pursuant to the Warrant Agreement.

If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

    (x) the Remarketing cannot occur because of a failure to satisfy either the Warrant Requirements or the Legal Requirements as of or on the relevant date or dates; and

    (y) the Company is using its best efforts to satisfy such Requirements;

the Company shall have the right to cause a Remarketing of the Debentures on a subsequent date which is no later than May 1, 2041, provided that all applicable requirements and conditions precedents (including the timely occurrence of a Trading Remarketing Event) are satisfied.

    (e) Upon the occurrence of a Legal Cause Remarketing Event, the Company may elect to cause a Remarketing of the Debentures and select a Remarketing Date, provided that the following conditions precedent are satisfied:

     (i) as of the date of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default shall have occurred and be continuing;

    (ii) as of the date of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, a registration statement covering the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be effective under the Securities Act, or the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from the registration requirements of the Securities Act; and

    (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied.

The settlement of the Remarketing shall occur on the Remarketing Settlement Date, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date:

    (A) the Warrant Requirements shall be satisfied; and

    (B) a redemption of the Warrants of those holders who have not elected to exercise their Warrants on such date shall have been consummated pursuant to the Warrant Agreement.

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If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

    (x) the Remarketing cannot occur because of a failure to satisfy either the Warrant Requirements or the Legal Requirements as of or on the relevant date or dates; and

    (y) the Company is using its best efforts to satisfy such Requirements;

the Company shall have the right to cause a Remarketing of the Debentures on a subsequent date which is no later than May 1, 2041, provided that all applicable requirements and conditions precedents (including the timely occurrence of a Legal Cause Remarketing Event) are satisfied.

    (f)  On the Maturity Remarketing Date, a Remarketing of the Debentures shall occur, provided that on such date, the Legal Requirements (to the extent applicable) shall have been satisfied.

    If, for any reason, a Remarketing of the Debentures does not occur on the Maturity Remarketing Date, the Administrative Trustees shall give notice thereof to all Holders of the Debentures (whether or not held pursuant to the Unit Agreement) prior to the close of business on the following Business Day. In such event:

     (i) the rate of interest per annum on the Accreted Value of the Debentures (which, on the Maturity Remarketing Date, shall be equal to the principal amount of the Debentures) shall become the Reset Rate; and

    (ii) the Company no longer shall have the option to defer payments of interest on the Debentures.

    (g) Upon the occurrence of a Trading Remarketing Event or a Legal Cause Remarketing Event and the election by the Company to cause a Remarketing of the Debentures, or upon the Maturity Remarketing Date, as long as the Debentures are evidenced by Global Debenture, deposited with the Clearing Agency, the Company shall request, not later than four nor more than 20 days prior to the Remarketing Date, that the Depositary notify the Holders of the Debentures of the Remarketing of the Debentures and of the procedures that must be followed if such Holder of Debentures or holder of Units wishes to opt not to participate in the Remarketing of the Debentures.

    (h) Upon the occurrence of a Remarketing Event, all of the Debentures (excluding the Debentures as to which the Holders thereof have opted not to participate in the Remarketing (but including Debentures that are not held pursuant to the Unit Agreement)) shall be remarketed by the Remarketing Agent. Not later than 5:00 p.m. (New York City time) on the Business Day preceding the Remarketing Date, each Holder of Debentures may elect not to have the Debentures held by such Holder remarketed in the Remarketing. Holders of Debentures that are not held pursuant to the Unit Agreement shall give such notice to the Trustee and Holders of Debentures that are held pursuant to the Unit Agreement shall give such notice to the Unit Agent. Holders of Debentures that are not held pursuant to the Unit Agreement and holders of Debentures that are held pursuant to the Unit Agreement that do not give notice of their intention not to participate in the Remarketing shall be deemed to have consented to the disposition of their Debentures in the Remarketing. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing.

    Not later than 5:00 p.m. (New York City time) on the Business Day preceding the Remarketing Date, the Trustee and the Unit Agent, as applicable, based on the notices received by it prior to such time, shall notify the Trust, the Company and the Remarketing Agent of the aggregate principal amount of Debentures to be tendered for purchase in the Remarketing.

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    (i)  The right of each Holder to have Debentures tendered for purchase shall be limited to the extent that:

     (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement;

    (ii) the Remarketing Agent is able to find a purchaser or purchasers for the Debentures deemed tendered; and

    (iii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent.

    (j)  On the Remarketing Date, the Remarketing Agent shall use commercially reasonable efforts to remarket the Debentures deemed tendered for purchase at a price equal to:

     (i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value as of the end of the day on the day next preceding the Remarketing Date, and

    (ii) on the Maturity Remarketing Date, 100% of the principal amount.

    (k) If, as a result of the efforts described in 8.2(j), the Remarketing Agent determines that it will be able to remarket all of the Debentures deemed tendered for purchase at the purchase price set forth in Section 8.2(j) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of 1% per annum) that the Remarketing Agent determines, in its sole judgment, to be the lowest rate per annum that will enable it to remarket all of the Debentures deemed tendered for Remarketing.

    (l)  If none of the Holders of the Debentures or the holders of the Units elects to have their Debentures remarketed in the Remarketing, the Reset Rate shall be the rate determined by the Remarketing Agent, in its sole discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date, and the related modifications to the others terms of the Debentures and the Warrants shall be effective on the Remarketing Date.

    (m) If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all of the Debentures deemed tendered for purchase, a Failed Remarketing shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone (promptly confirmed in writing) the Depositary, the Property Trustee, the Trustee, the Administrative Trustees on behalf of the Trust and the Company. The Administrative Trustees shall then give notice of the Failed Remarketing to the Holders of the Debentures prior to the close of business on the Business Day following the Failed Remarketing Date. In the event of a Failed Remarketing:

     (i) the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 60 days following the Failed Remarketing Date;

    (ii) the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate; and

    (iii) the Company no longer shall have the option to defer payments of interest on the Debentures.

Notwithstanding a Failed Remarketing, subject to the satisfaction of the Legal Requirements, the Warrants shall be redeemed at the Warrant Value and the holders of Warrants shall have the option to exercise its Warrants in lieu of such redemption, as provided in the Unit Agreement and the Warrant Agreement.

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    (n) By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone (promptly confirmed in writing):

     (i) the Depositary, the Property Trustee, the Trustee, the Trust and the Company of the Reset Rate determined in the Remarketing and the aggregate principal amount of Debentures sold in the Remarketing;

    (ii) each purchaser (or the Depositary participant thereof) of the Reset Rate and the aggregate principal amount of Debentures such purchaser is to purchase; and

    (iii) each purchaser to give instructions to its Depositary participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Debentures purchased through the facilities of the Depositary.

    (o) In accordance with the Depositary's normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Debenture deemed tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Debentures delivered by book-entry as necessary to effect purchases and sales of such Debentures. The Depositary shall make payment in accordance with its normal procedures.

    (p) If any Holder of the Debentures selling such Debentures (or any holder of Units selling the Debentures that are held pursuant to the Unit Agreement) in the Remarketing fails to deliver such Debentures, the Depositary participant of such selling holder and of any other Person that was to have purchased Debentures in the Remarketing may deliver to any such other Person an aggregate principal amount of Debentures that is less than the aggregate principal amount of Debentures that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Debentures to be so delivered shall be determined by such Depositary participant, and delivery of such aggregate principal amount of Debentures shall constitute good delivery.

    (q) The Remarketing Agent is not obligated to purchase any Debentures that otherwise would remain unsold in the Remarketing. Neither the Trust, any Trustee, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Debentures for Remarketing.

    (r) Under the Remarketing Agreement, the Company shall be liable for, and shall pay, any and all costs and expenses incurred in connection with the Remarketing, and the Trust shall not have any liabilities for such costs and expenses.

    (s) The tender and settlement procedures set forth in this Section 8.2, including provisions for payment by purchasers of the Debentures in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Debentures at the time of the Remarketing, to facilitate the tendering and remarketing of the Debentures in definitive form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process.

ARTICLE IX
MISCELLANEOUS

Section 9.1  Ratification of Indenture.

    The Indenture, as supplemented and amended by this First Supplemental Indenture, is ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. If any provision of this First Supplemental Indenture is

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inconsistent with a provision of the Base Indenture, the terms of this First Supplemental Indenture shall control.

Section 9.2  Article 19 of the Base Indenture.

    Article 19 of the Base Indenture does not apply to the Debentures.

Section 9.3  Trustee Not Responsible for Recitals.

    The recitals contained herein are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

Section 9.4  Governing Law.

    This First Supplemental Indenture and each Debenture shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

Section 9.5  Severability.

    In case any one or more of the provisions contained in this First Supplemental Indenture or in the Debentures shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture or of the Debentures, but this First Supplemental Indenture and the Debentures shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 9.6  Counterparts.

    This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

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    IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, on the date or dates indicated in the acknowledgments and as of the day and year first above written.

WASHINGTON MUTUAL INC.

By: /s/ William A. Longbrake

Name: William A. Longbrake
Title: Vice Chair and Chief Financial Officer

THE BANK OF NEW YORK,
as Trustee

By: /s/ Michael Pitfick

Name: Michael Pitfick
Title: Assistant Treasurer

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EXHIBIT A

[FORM OF DEBENTURE]

[FACE OF DEBENTURE]

This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of The Bank of New York as Property Trustee, a New York banking corporation (the "Depositary"), or a nominee of the Depositary. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of the Depositary to Washington Mutual Inc. or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name requested by an authorized representative of the Depositary, and any payment hereon is made to The Bank of New York, as Property Trustee, or to such other entity as is requested by an authorized representative of the Depositary), and, except as otherwise provided in the Indenture, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, The Bank of New York, as Property Trustee, has an interest herein.

WASHINGTON MUTUAL INC.

5.375% Junior Subordinated Deferrable Interest Debenture due 2041

Certificate No.: $

    This Debenture is one of a duly authorized series of Debt Securities of Washington Mutual Inc. (the "Debentures"), all issued under and pursuant to an Indenture dated as of April 30, 2001, duly executed and delivered by Washington Mutual Inc., a Washington corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to) and The Bank of New York, a New York banking corporation, as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture thereto dated as of April 30, 2001, between the Company and the Trustee (such Indenture as so supplemented, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures. By the terms of the Indenture, the Debt Securities are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This series of Debt Securities is limited in aggregate principal amount to $      (or $      if the Initial Purchaser's option to purchase an additional $      of Units is exercised in full).

    The Company, for value received, hereby promises to pay to The Bank of New York as Property Trustee, or its registered assigns, the principal sum of            U.S. Dollars ($            ) on July 1, 2041 (or such earlier date as determined in connection with a Remarketing).

    Interest Payment Dates: February 1, May 1, August 1 and November 1, commencing on August 1, 2001.

    Reference is hereby made to the further provisions of this Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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    IN WITNESS WHEREOF, the Company has caused this Debenture to be duly executed manually or by facsimile by its duly authorized officers under its corporate seal.

WASHINGTON MUTUAL INC.

By:

Name:
Title:

By:

Name:
Title:

Trustee's Certificate of Authentication

This is one of the 5.375% Subordinated Junior Deferrable
Interest Debentures due 2041 referred to in the
within-mentioned Indenture.

THE BANK OF NEW YORK,
as Trustee

By:
	Authorized Officer
Dated:                         , 2001

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[REVERSE OF DEBENTURE]

WASHINGTON MUTUAL INC.

5.375% Subordinated Junior Deferrable Interest Debentures due 2041

    Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.

Principal and Interest.

    Washington Mutual Inc., a Washington corporation (the "Company"), promises to pay interest on the principal amount of this Debenture at the Coupon Rate from and including April 30, 2001, to, but excluding, the Remarketing Date, and on the Accreted Value of this Debenture on the Remarketing Date at the Reset Rate from and including the Remarketing Date to, but excluding, the Stated Maturity. The Company will pay interest on this Debenture quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (each an "Interest Payment Date"), commencing on August 1, 2001. Interest not paid on the scheduled Interest Payment Date will accrue and compound quarterly at the Coupon Rate of the principal amount of this Debenture or the Reset Rate of the Accreted Value of this Debenture, as the case may be.

    Interest on the Debentures shall be computed (i) for any full quarterly 90-day period on the basis of a 360-day year of twelve 30-day months, (ii) for any period shorter than a full quarterly 90-day period, on the basis of a 30-day month and (iii) for any period less than a 30-day month, on the basis of the actual number of days elapsed in the 30-day month.

2.

Optional Deferral of Interest.

    As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures, provided that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or Reset Rate of the Accreted Value of the Debentures, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements.

    The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

    During an Extension Period, the Company may not:

    (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock; or

    (b) make any payment of principal of or interest on or repay, repurchase or redeem any debt securities of the Company that rank on a parity with or junior in interest to the Debentures or make

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any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures;

in each case, other than:

     (i) dividends or distributions in capital stock (or rights to acquire capital stock) of the Company;

    (ii) payments under the Guarantee;

    (iii) any declarations of a dividend in connection with the implementation of a shareholders' rights plan, or the issuances of stock under any such plan in the future, or redemptions or repurchases of any rights pursuant to a rights agreement;

    (iv) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans; and

    (v) repurchases of capital stock of the Company in connection with the satisfaction by the Company of its obligations pursuant to any acquisitions of businesses made by the Company (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

3.

Method of Payment.

    Interest on any Debenture which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. As long as the Debentures are represented by a Global Debenture, the Regular Record Dates for the Debentures shall be the Business Day preceding the corresponding Interest Payment Date. If the Debentures are issued in definitive form, the Regular Record Dates for the Debentures shall be at least one Business Day prior to the corresponding Interest Payment Date.

4.

Paying Agent and Security Registrar.

    Initially, The Bank of New York, the Trustee, will act as Paying Agent and Security Registrar. The Company may change the Paying Agent and Security Registrar without notice to any Holder.

5.

Indenture.

    The Company issued this Debenture under an Indenture, dated as of April 30, 2001 (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"), as amended and supplemented by the First Supplemental Indenture, dated as of April 30, 2001 (the "First Supplemental Indenture", together with the Base Indenture, the "Indenture"), between the Company and the Trustee.

6.

Redemption.

    The Company shall have no right to redeem the Debentures.

7.

Sinking Fund.

    The Debentures will not be subject to a sinking fund provision.

8.

Limited Right to Require Exchange of Preferred Securities and Repurchase of Debentures.

    Pursuant to Section 6.7 of the Declaration, in the event a holder of a Unit exercises a Warrant on a date other than a Remarketing Settlement Date and elects to exercise its Repurchase Right, the Company shall be required on the applicable Required Repurchase Date to repurchase at the

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Repurchase Price Debentures which, pursuant to the Declaration, have been received in exchange for Preferred Securities.

9.

Change of Control Right to Require Exchange of Preferred Securities and Repurchase of Debentures.

    Pursuant to Section 6.8 of the Declaration, in the event a Change of Control occurs and the holder of a Unit or the holder of a Preferred Security, as the case may be, elects to exercise its Change of Control Repurchase Right, the Company shall be required on the Change of Control Repurchase Date to repurchase at the Change of Control Repurchase Price Debentures which, pursuant to the Declaration, have been received in exchange for Preferred Securities.

10.

Distribution of Debentures in Exchange for Trust Securities Upon the Occurrence of a Special Event.

    If at any time a Special Event occurs and certain conditions are satisfied, the Administrative Trustees may dissolve the Trust and, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, cause the Debentures held by the Property Trustee to be distributed to the holders of Trust Securities in liquidation of such holders' interests in the Trust on a Pro Rata basis, upon not less than 30 nor more than 60 days notice, within the 90 Day Period, and, simultaneous with such distribution, to cause a Like Amount of the Securities to be exchanged by the Trust on a Pro Rata basis.

    A Debenture Distribution Notice, which notice shall be irrevocable, shall be given by the Trust by mail to each holder of Trust Securities as provided in the Indenture.

    In the event of a dissolution of the Trust and a distribution of the Debentures, the Company shall have the same right, and shall be subject to same terms and conditions, to cause a Remarketing of the Debentures as the Company has and is subject to under Section 6.6 of the Declaration to cause a Remarketing of the Preferred Securities.

11.

Remarketing.

    Except as set forth herein, these remarketing provisions shall become effective only upon a distribution of the Debentures upon dissolution of the Trust which occurs prior to the Remarketing of the Preferred Securities pursuant to the Declaration. Until such a distribution, or if such distribution occurs after the Remarketing of the Preferred Securities pursuant to the Declaration, these remarketing provisions shall have no effect.

    In connection with a Remarketing of the Preferred Securities:

     (i) in connection with a Remarketing of the Preferred Securities upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 60 days following the Remarketing Date;

    (ii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing of the Preferred Securities; and

    (iii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures on the Special Record Date.

    In connection with a Remarketing of the Preferred Securities and at any time thereafter, a purchaser may exchange its Trust Securities for its pro rata share of Debentures. In such event, the

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Administrative Trustees shall cause Debentures held by the Property Trustee, having an aggregate Accreted Value equal to the aggregate Accreted Value of the Trust Securities purchased by such purchaser and with accrued and unpaid interest equal to the accumulated and unpaid Distributions on the Trust Securities purchased by such purchaser, to be distributed to such purchaser in exchange for such Holders' pro rata interest in the Trust. In such event, the Debentures held by the Trust shall decrease by the amount of Debentures delivered to the purchaser of Trust Securities.

    The proceeds from the Remarketing of the Debentures shall be paid to the selling Holders, provided that, upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the proceeds from the Remarketing of the Debentures that are held pursuant to the Unit Agreement for which the holders of such Units have elected to exercise their Warrants shall be paid directly to the Warrant Agent to satisfy in full the Exercise Price of the Warrants held by such holders.

    Upon the occurrence of a Trading Remarketing Event, the Company may elect to cause a Remarketing of the Debentures and select a Remarketing Date, provided that the following conditions precedent are satisfied:

     (i) as of the date of which the Company elects to cause a Remarketing of the Debentures, the Closing Price of a share of the Common Stock exceeds and has exceeded for at least 20 Trading Days within the immediately preceding 30 consecutive Trading Days, $74.49

    (ii) as of the date of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default or deferral of interest payments to Holders of the Debentures shall have occurred and be continuing;

    (iii) as of the date of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, a registration statement covering the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be effective under the Securities Act, or the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from the registration requirements of the Securities Act; and

    (iv) on the Remarketing Date, the Legal Requirements shall have been satisfied.

The settlement of the Remarketing shall occur on the Remarketing Settlement Date, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date:

    (A) the Warrant Requirements shall be satisfied; and

    (B) a redemption of the Warrants of those holders who have not elected to exercise their Warrants on such date shall have been consummated pursuant to the Warrant Agreement.

If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

    (x) the Remarketing cannot occur because of a failure to satisfy either the Warrant Requirements or the Legal Requirements as of or on the relevant date or dates; and

    (y) the Company is using its best efforts to satisfy such Requirements;

the Company shall have the right to cause a Remarketing of the Debentures on a subsequent date which is no later than May 1, 2041, provided that all applicable requirements and conditions precedents (including the timely occurrence of a Trading Remarketing Event) are satisfied.

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    Upon the occurrence of a Legal Cause Remarketing Event, the Company may elect to cause a Remarketing of the Debentures and select a Remarketing Date, provided that the following conditions precedent are satisfied:

     (i) as of the date of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, no Event of Default shall have occurred and be continuing;

    (ii) as of the date of which the Company elects to cause a Remarketing of the Debentures and on the Remarketing Date, a registration statement covering the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be effective under the Securities Act, or the issuance and sale of Common Stock to the holders of Warrants upon exercise of such Warrants shall be exempt from the registration requirements of the Securities Act; and

    (iii) on the Remarketing Date, the Legal Requirements shall have been satisfied.

The settlement of the Remarketing shall occur on the Remarketing Settlement Date, provided that the following conditions precedent are satisfied on the Remarketing Settlement Date:

    (A) the Warrant Requirements shall be satisfied; and

    (B) a redemption of the Warrants of those holders who have not elected to exercise their Warrants on such date shall have been consummated pursuant to the Warrant Agreement.

If any of the foregoing conditions precedent are not satisfied, the Remarketing cannot occur and the contemporaneous redemption of Warrants shall be canceled; provided, however, that if:

    (x) the Remarketing cannot occur because of a failure to satisfy either the Warrant Requirements or the Legal Requirements as of or on the relevant date or dates; and

    (y) the Company is using its best efforts to satisfy such Requirements;

the Company shall have the right to cause a Remarketing of the Debentures on a subsequent date which is no later than May 1, 2041, provided that all applicable requirements and conditions precedents (including the timely occurrence of a Legal Cause Remarketing Event) are satisfied.

    On the Maturity Remarketing Date, a Remarketing of the Debentures shall occur, provided that on such date, the Legal Requirements (to the extent applicable) shall have been satisfied.

    If, for any reason, a Remarketing of the Debentures does not occur on the Maturity Remarketing Date, the Administrative Trustees shall give notice thereof to all Holders of Debentures (whether or not held pursuant to the Unit Agreement) prior to the close of business on the following Business Day. In such event:

     (i) the rate of interest per annum on the Accreted Value of the Debentures (which, on the Maturity Remarketing Date, shall be equal to the principal amount of the Debentures) shall become the Reset Rate; and

    (ii) the Company no longer shall have the option to defer payments of interest on the Debentures.

    Upon the occurrence of a Trading Remarketing Event or a Legal Cause Remarketing Event and the election by the Company to cause a Remarketing of the Debentures, or upon the Maturity Remarketing Date, as long as the Debentures are evidenced by Global Debenture, deposited with the Clearing Agency, the Company shall request, not later than four nor more than 20 days prior to the Remarketing Date, that the Depositary notify the Holders of the Debentures of the Remarketing of the Debentures and of the procedures that must be followed if such Holder of Debentures or holder of Units wishes to opt not to participate in the Remarketing of the Debentures.

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    Upon the occurrence of a Remarketing Event, all of the Debentures (excluding the Debentures as to which the Holders thereof have opted not to participate in the Remarketing (but including Debentures that are not held pursuant to the Unit Agreement)) shall be remarketed by the Remarketing Agent. Not later than 5:00 p.m. (New York City time) on the Business Day preceding the Remarketing Date, each Holder of Debentures may elect not to have the Debentures held by such Holder remarketed in the Remarketing. Holders of Debentures that are not held pursuant to the Unit Agreement shall give such notice to the Trustee and Holders of Debentures that are held pursuant to the Unit Agreement shall give such notice to the Unit Agent. Holders of Debentures that are not held pursuant to the Unit Agreement and holders of Debentures that are held pursuant to the Unit Agreement that do not give notice of their intention not to participate in the Remarketing shall be deemed to have consented to the disposition of their Debentures in the Remarketing. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing.

    Not later than 5:00 p.m. (New York City time) on the Business Day preceding the Remarketing Date, the Trustee and the Unit Agent, as applicable, based on the notices received by it prior to such time, shall notify the Trust, the Company and the Remarketing Agent of the aggregate principal amount of Debentures to be tendered for purchase in the Remarketing.

    The right of each Holder to have Debentures tendered for purchase shall be limited to the extent that:

     (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement;

    (ii) the Remarketing Agent is able to find a purchaser or purchasers for the Debentures deemed tendered; and

    (iii) such purchaser or purchasers deliver the purchase price therefor to the Remarketing Agent.

    On the Remarketing Date, the Remarketing Agent shall use commercially reasonable efforts to remarket the Debentures deemed tendered for purchase at a price equal to:

     (i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value as of the end of the day on the day next preceding the Remarketing Date, and

    (ii) on the Maturity Remarketing Date, 100% of the principal amount.

    If, as a result of the efforts described herein, the Remarketing Agent determines that it will be able to remarket all of the Debentures deemed tendered for purchase at the purchase price set forth above prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of 1% per annum) that the Remarketing Agent determines, in its sole judgment, to be the lowest rate per annum that will enable it to remarket all of the Debentures deemed tendered for Remarketing.

    If none of the Holders of the Debentures or the holders of the Units elects to have their Debentures remarketed in the Remarketing, the Reset Rate shall be the rate determined by the Remarketing Agent, in its sole discretion, as the rate that would have been established had a Remarketing been held on the Remarketing Date, and the related modifications to the others terms of the Debentures and the Warrants shall be effective on the Remarketing Date.

    If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all of the Debentures deemed tendered for purchase, a Failed Remarketing shall be

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deemed to have occurred and the Remarketing Agent shall so advise by telephone the Depositary, the Property Trustee, the Trustee, the Administrative Trustees on behalf of the Trust and the Company. The Administrative Trustees shall then give notice of the Failed Remarketing to the Holders of the Debentures prior to the close of business on the Business Day following the Failed Remarketing Date. In the event of a Failed Remarketing:

     (i) the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 60 days following the Failed Remarketing Date;

    (ii) the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate; and

    (iii) the Company no longer shall have the option to defer payments of interest on the Debentures.

Notwithstanding a Failed Remarketing, subject to the satisfaction of the Legal Requirements, the Warrants shall be redeemed at the Warrant Value and a holders of Warrants shall have the option to exercise its Warrants in lieu of such redemption, as provided in the Unit Agreement and the Warrant Agreement.

    By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone:

     (i) the Depositary, the Property Trustee, the Trustee, the Trust and the Company of the Reset Rate determined in the Remarketing and the aggregate principal amount of Debentures sold in the Remarketing;

    (ii) each purchaser (or the Depositary participant thereof) of the Reset Rate and the aggregate principal amount of Debentures such purchaser is to purchase; and

    (iii) each purchaser to give instructions to its Depositary participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Debentures purchased through the facilities of the Depositary.

    In accordance with the Depositary's normal procedures, on the Remarketing Settlement Date, the transactions described above with respect to each Debenture deemed tendered for purchase and sold in the Remarketing shall be executed through the Depositary, and the accounts of the respective Depositary participants shall be debited and credited and such Debentures delivered by book-entry as necessary to effect purchases and sales of such Debentures. The Depositary shall make payment in accordance with its normal procedures.

    If any Holder of the Debentures selling such Debentures (or any holder of Units selling the Debentures that are held pursuant to the Unit Agreement) in the Remarketing fails to deliver such Debentures, the Depositary participant of such selling holder and of any other Person that was to have purchased Debentures in the Remarketing may deliver to any such other Person an aggregate principal amount of Debentures that is less than the aggregate principal amount of Debentures that otherwise was to be purchased by such Person. In such event, the aggregate principal amount of Debentures to be so delivered shall be determined by such Depositary participant, and delivery of such aggregate principal amount of Debentures shall constitute good delivery.

    The Remarketing Agent is not obligated to purchase any Debentures that otherwise would remain unsold in the Remarketing. Neither the Trust, any Trustee, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Debentures for Remarketing.

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    Under the Remarketing Agreement, the Company shall be liable for, and shall pay, any and all costs and expenses incurred in connection with the Remarketing, and the Trust shall not have any liabilities for such costs and expenses.

    The tender and settlement procedures set forth herein, including provisions for payment by purchasers of the Debentures in the Remarketing, shall be subject to modification to the extent required by the Depositary or if the book-entry system is no longer available for the Debentures at the time of the Remarketing, to facilitate the tendering and remarketing of the Debentures in definitive form. In addition, the Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the settlement process.

12.

Subordination.

    The payment of principal of and interest on this Debenture is, to the extent and in the manner provided in the Indenture, subordinated and subject in right of payment to the prior payment in full of all amounts then due on all Senior Indebtedness of the Company, and this Debenture is issued subject to such subordination provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee such Holder's attorney-in-fact for any and all such purposes.

13.

Defaults and Remedies.

    The Indenture provides that an Event of Default with respect to the Debentures occurs when any of the following occurs:

    (a) the Company defaults in the payment of the principal of any of the Debentures when it becomes due and payable at Stated Maturity, upon exercise of a Repurchase Right, upon exercise of a Change of Control Repurchase Right or otherwise, whether or not such payment is prohibited by the subordination provisions of Article 6 of the First Supplemental Indenture;

    (b) the Company defaults in the payment of interest on any of the Debentures when it becomes due and payable and such default continues for a period of 30 days, whether or not such payment is prohibited by the subordination provisions of Article 6 of the First Supplemental Indenture; provided, however, that a valid extension of the interest payment period does not constitute a default in the payment of interest;

    (c) the Company fails to perform or observe any other term, covenant or agreement contained in the Debentures or the Indenture (other than a covenant included in the Indenture solely for the benefit of any series of Debt Securities other than the Debentures) and such default continues for a period of 90 days after written notice of such failure is given as specified in the Indenture;

    (d) there are certain events of bankruptcy, insolvency or reorganization of the Company; or

    (e) the voluntarily or involuntarily dissolution, winding-up or termination of the Trust, except in connection with:

     (i) the distribution of the Debentures held by the Trust to the holders of the Trust Securities in liquidation of their interests in the Trust;

    (ii) the redemption of all of the outstanding Trust Securities; or

    (iii) certain mergers, consolidations, conversions, amalgamations, replacements or other transactions involving the Trust, each as permitted under the Declaration.

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    If an Event of Default shall occur and be continuing, the principal of all of the Debentures may be declared due and payable, in the manner, with the effect provided in the Indenture.

14.

Amendment; Supplement; Waiver.

    The Indenture contains provisions permitting the Company and the Trustee, without the consent of any Holder, to execute supplemental indentures modifying certain provisions of the Indenture, provided that no such modification has a material adverse effect on the interests of the Holders.

    In addition, the Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Debentures and all other series of Debt Securities affected at the time Outstanding, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Debentures; provided, however, that no such supplemental indenture may, without the consent of the Holder of each outstanding Debenture, among other things:

     (i) change the Stated Maturity of the principal of, or the time of payment of any installment of interest on, any Debenture;

    (ii) reduce the principal amount of, or the rate of interest on any Debenture;

    (iii) change the place of payment where the Debentures or any interest thereon is payable;

    (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to the Debentures;

    (v) reduce the above-stated percentage of principal amount of Debentures, the Holders of which are required to modify or amend the Indenture, to consent to any waiver thereunder or to approve any supplemental indenture;

    (vi) change any obligation of the Company to maintain an office or agency in the place and for the purposes required by the Indenture; or

   (vii) modify any of the above provisions;

and provided, further, that no such supplemental indenture shall be effective until the holders of not less than 66²/3% of the aggregate stated liquidation amount of the Trust Securities shall have consented to such supplemental indenture; and provided, further, that where the consent of the Holders of not less than 66²/3% of the aggregate principal amount of the Debentures is required under the Indenture, no such supplemental indenture shall be effective until the holders of at least the same proportion in aggregate stated liquidation amount of the Trust Securities shall have consented to such supplemental indenture.

    The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Debentures at the time Outstanding affected thereby, on behalf of all of the Holders of the Debentures, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to the Debentures, and its consequences, except a default in the payment of the principal of or interest on any of the Debentures (unless cured as provided in the Indenture) or in respect of a covenant or provision that cannot be modified or amended without the consent of the Holders of each Debenture then Outstanding. Any such consent or waiver by the registered Holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture.

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15.

Restrictive Covenants.

    The Indenture requires the Company, for as long as the Preferred Securities remain outstanding, to:

    (a) maintain, directly or indirectly, 100% ownership of the Common Securities; provided, however, that any permitted successor of the Company may succeed to the Company's ownership of such Common Securities;

    (b) cause the Trust to (a) remain a statutory business trust, except in connection with the distribution of the Debentures to the Holders, the redemption of all of the Securities, or certain mergers, consolidations, conversions or amalgamations, each as permitted by the Declaration, (b) not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by this Declaration and (c) otherwise continue to be classified as a grantor trust for United States federal income tax purposes;

    (c) use its commercially reasonable efforts to ensure that the Trust will not be an "investment company" required to be registered under the Investment Company Act of 1940, as amended; and

    (d) not to take any action that would be reasonably likely to cause the Trust to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

    The Indenture also imposes certain limitations on the ability of the Company to, among other things, merge, consolidate or sell, assign, transfer or lease all or substantially all of its properties or assets. Such covenants and limitations are subject to a number of important qualifications and exceptions. The Company must report periodically to the Trustee on compliance with the covenants in the Indenture.

16.

Denomination; Transfer; Exchange.

    The Debentures of this series are issuable only in registered form without coupons in denominations of $50 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the Holder surrendering the same.

    As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered Holder hereof on the Security Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Trustee in the City and State of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.

17.

Persons Deemed Owners.

    The registered Holder of this Debenture shall be treated as its owner for all purposes.

18.

Defeasance.

    Subject to certain conditions contained in the Indenture, at any time some or all of the Debentures and the Indenture may be terminated if the Company deposits with the Trustee money and/or Eligible Instruments (including U.S. Government Obligations) sufficient to pay the principal of

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and interest on the Debentures to Stated Maturity, including as adjusted to 60 days following the Remarketing Date, if applicable.

19.

No Recourse Against Others.

    No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

20.

Authentication.

    This Debenture shall not be valid until the Trustee (or authenticating agent) executes the certificate of authentication on the other side of this Debenture.

21.

Governing Law.

    The indenture and this debenture shall be governed by, and construed in accordance with, the laws of the State of New York.

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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DEBENTURE

    The following increases or decreases in this Global Debenture have been made:

Date Amount of decrease in
Principal Amount of
Debentures evidenced
by this Global
Debenture Amount of increase in
Principal Amount of
Debentures evidenced
by this Global
Debenture Principal Amount of
Debentures evidenced
by this Global
Debenture following
such decrease
or increase Signature of
authorized officer of
Agent

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Exhibit 4.3
Table of Contents
ARTICLE I DEFINITIONS
ARTICLE II TERMS AND CONDITIONS OF THE DEBENTURES
ARTICLE III FORM OF DEBENTURE
ARTICLE IV EXPENSES
ARTICLE V COVENANTS
ARTICLE VI SUBORDINATION
ARTICLE VII RIGHTS OF HOLDERS OF PREFERRED SECURITIES
ARTICLE VIII REMARKETING
ARTICLE IX MISCELLANEOUS
EXHIBIT A [FORM OF DEBENTURE] [FACE OF DEBENTURE]
[REVERSE OF DEBENTURE]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DEBENTURE

EX-4.4

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Exhibit 4.4

    WASHINGTON MUTUAL, INC.
WASHINGTON MUTUAL CAPITAL TRUST 2001
and

THE BANK OF NEW YORK,
as Warrant Agent

THE BANK OF NEW YORK,
as Property Trustee

THE BANK OF NEW YORK,
as Agent

UNIT AGREEMENT

Dated as of April 30, 2001

TABLE OF CONTENTS

		Page
RECITALS		1
	ARTICLE I Definitions and Other Provisions of General Applications	1
Section 1.1.	Definitions	1
Section 1.2.	Compliance Certificates and Opinions	7
Section 1.3.	Form of Documents Delivered to Agent	7
Section 1.4.	Acts of Holders; Record Dates	8
Section 1.5.	Notices	9
Section 1.6.	Notice to Holders; Waiver	10
Section 1.7.	Effect of Headings and Table of Contents	10
Section 1.8.	Successors and Assigns	10
Section 1.9.	Separability Clause	10
Section 1.10.	Benefits of Agreement	10
Section 1.11.	Governing Law	11
Section 1.12.	Legal Holidays	11
Section 1.13.	Counterparts	11
Section 1.14.	Inspection of Agreement	11
	ARTICLE II Certificate Forms	11
Section 2.1.	Forms of Certificates Generally; Legends	11
Section 2.2.	Form of Agent's Certificate of Authentication	14
	ARTICLE III The Securities	15
Section 3.1.	Amount; Form and Denominations	15
Section 3.2.	Rights and Obligations Evidenced by the Certificates	15
Section 3.3.	Execution, Authentication, Delivery and Dating	15
Section 3.4.	Temporary Certificates	16
Section 3.5.	Registration; Registration of Transfer and Exchange	16
Section 3.6.	Separation and Rejoining of Units	17
Section 3.7.	Book-Entry Interests	19
Section 3.8.	Notices to Holders	19
Section 3.9.	Appointment of Successor Clearing Agency	19
Section 3.10.	Definitive Certificates	19
Section 3.11.	Mutilated, Destroyed, Lost and Stolen Certificates	20
Section 3.12.	Persons Deemed Owners	20
Section 3.13.	Cancellation	21
Section 3.14.	CUSIP Numbers	12
Section 3.15.	Special Transfer Provisions	12

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	ARTICLE IV The Preferred Securities	23
Section 4.1.	Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset	23
Section 4.2.	Notice and Voting	23
Section 4.3.	Distribution of Debentures	24
	ARTICLE V Remarketing and Redemption; Early Exercise	24
Section 5.1.	Remarketing and Redemption	24
Section 5.2.	Early Exercise of Warrants; Exchange of Preferred Securities and Repurchase of Debentures	26
Section 5.3.	Change in Control	27
Section 5.4.	Certain Rights Following a Remarketing	27
	ARTICLE VI Remedies	28
Section 6.1.	Unconditional Right of Holders to Receive Payments and to Purchase Common Stock	28
Section 6.2.	Restoration of Rights and Remedies	28
Section 6.3.	Rights and Remedies Cumulative	28
Section 6.4.	Delay or Omission Not Waiver	28
Section 6.5.	Undertaking for Costs	28
Section 6.6.	Waiver of Stay or Extension Laws	28
	ARTICLE VII The Agent	30
Section 7.1.	Certain Duties and Responsibilities	30
Section 7.2.	Notice of Default	30
Section 7.3.	Certain Rights of Agent	30
Section 7.4.	Not Responsible for Recitals or Issuance of Securities	31
Section 7.5.	May Hold Securities	32
Section 7.6.	Money Held in Custody	32
Section 7.7.	Compensation and Reimbursement	32
Section 7.8.	Corporate Agent Required; Eligibility	32
Section 7.9.	Resignation and Removal; Appointment of Successor	33
Section 7.10.	Acceptance of Appointment by Successor	33
Section 7.11.	Merger, Conversion, Consolidation or Succession to Business	34
Section 7.12.	Preservation of Information; Communications to Holders	34
Section 7.13.	No Obligations of Agent	34
Section 7.14.	Tax Compliance	35
	ARTICLE VIII Supplemental Agreements	35
Section 8.1.	Supplemental Agreements Without Consent of Holders	35
Section 8.2.	Supplemental Agreements With Consent of Holders; Other Fiduciaries	35

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Section 8.3.	Execution of Supplemental Agreements	36
Section 8.4.	Effect of Supplemental Agreements	36
Section 8.5.	Reference to Supplemental Agreements	36
	ARTICLE IX Consolidation, Merger, Sale or Conveyance	37
Section 9.1.	Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions	37
Section 9.2.	Rights and Duties of Successor Corporation	37
Section 9.3.	Opinion of Counsel Given to Agent	37
	ARTICLE X Covenants	38
Section 10.1.	Performance Under Agreements	38
Section 10.2.	Maintenance of Office or Agency	38
Section 10.3.	Statements of Officers of Washington Mutual as to Compliance	38
Section 10.4.	ERISA	38
Section 10.5.	Statement by Officers as to Default	38
Section 10.6.	Calculation of Original Issue Discount	40
	ARTICLE XI Representations of the Agent	40
Section 11.1.	Representations and Warranties of the Agent	40
	ARTICLE XII The Warrant Agent and The Property Trustee	40
Section 12.1.	Certain Duties and Responsibilities	40
EXHIBIT A	Form of Certificate
EXHIBIT B	Instruction to Disregard Remarketing
EXHIBIT C	Notice of Electing Remarketing Holder
EXHIBIT D	Notice of Change of Control Redemption Election
EXHIBIT E	Notice of Change of Control Exchange and Repurchase

iii

    UNIT AGREEMENT, dated as of April 30, 2001 among Washington Mutual, Inc., a Washington corporation ("Washington Mutual"), Washington Mutual Capital Trust 2001, a statutory Delaware business trust, The Bank of New York, as Property Trustee for the Trust, The Bank of New York, as Warrant Agent, and The Bank of New York, acting as unit agent for the Holders of the Securities from time to time (the "Agent").

RECITALS:

    WHEREAS, the Issuers desire to issue Trust Preferred Income Equity Redeemable Securities (PIERS) Units consisting of:

     (i) Preferred Securities (stated liquidation amount $50 per preferred security) issued by the Trust pursuant to the Declaration of Trust and guaranteed (the "Guarantee"; together with the Preferred Securities, the "Trust Securities") by Washington Mutual, to the extent set forth in the Guarantee Agreement; and

    (ii) Warrants issued by Washington Mutual pursuant to the Warrant Agreement;

    WHEREAS, concurrently with the issuance of the Trust Securities, the Trust will invest the proceeds thereof (together with the proceeds of the issuance to Washington Mutual of the common securities of the Trust) in Debentures;

    WHEREAS the Issuers have duly authorized the execution and delivery of this Agreement and the Certificates evidencing the Trust Securities;

    WHEREAS, all things necessary to make the Preferred Securities, when the Certificates are executed by the Trust and authenticated, executed on behalf of the Holders and delivered by the Agent, as provided in this Agreement, the valid obligations of the Trust, and to constitute these presents a valid agreement of the Trust, in accordance with its terms, have been done; and

    WHEREAS, all things necessary to make the Warrants and the Debentures, when the Certificates are executed by Washington Mutual and authenticated, executed on behalf of the Holders and delivered by the Agent, as provided in this Agreement, the valid obligations of Washington Mutual, and to constitute these presents a valid agreement of Washington Mutual, in accordance with its terms, have been done.

W I T N E S S E T H:

    NOW, THEREFORE, for and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed as follows:

ARTICLE I

Definitions and Other Provisions
of General Applications

    Section 1.1.  Definitions

    For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

    (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neutral genders;

    (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States;

    (c) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Exhibit or other subdivision;

    (d) the following terms have the meanings given to them in this Section 1.1(d):

    "Accreted Value" has the meaning given to it in the Declaration.

    "Act," when used with respect to any Holder, has the meaning given to it in Section 1.4.

    "Action Expiration Date" has the meaning given to it in Section 1.4(e).

    "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

    "Agent" means the Person named as the "Agent" in the first paragraph of this instrument until a successor Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter "Agent" shall mean such Person.

    "Agreement" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

    "Applicable Procedures" means, with respect to any transfer or exchange of or for the beneficial interests in the Global Units, the rules and procedures of the Depositary that apply to such transfer or exchange.

    "Bankruptcy Code" means title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

    "Beneficial Owner" means, with respect to a Global Unit, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

    "Board of Directors" means the board of directors of Washington Mutual or a duly authorized committee of that board.

    "Board Resolution" means one or more resolutions of the Board of Directors, a copy of which has been certified by the Secretary or an Assistant Secretary of Washington Mutual to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Agent.

    "Book-Entry Interest" means a beneficial interest in a Global Unit, ownership and transfers of which shall be maintained and made through book entries by a Clearing Agency as described in Section 3.7.

    "Business Day" means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York, or Seattle, Washington are authorized or required by law or executive order to remain closed or a day on which the Indenture Trustee, or the principal office of the Property Trustee under the Declaration, is closed for business.

    "Calculation Agent" means Reinsel & Company LLP under the Calculation Agreement, and any successor thereto.

    "Calculation Agreement" means the Calculation Agency Agreement dated as of April 30, 2001 between Washington Mutual and the Calculation Agent, as amended, supplemented or replaced from time to time.

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    "Certificate" means a certificate evidencing the rights and obligations of a Holder in respect of the number of Securities specified on such Certificate, substantially in the form of Exhibit A hereto.

    "Change of Control" has the meaning given to it in the Declaration.

    "Change of Control Notice Date" has the meaning given to it in Section 5.3.

    "Change of Control Redemption Right" has the meaning given to it in Section 5.3.

    "Change of Control Repurchase Right" has the meaning given to it in Section 5.3.

    "Clearing Agency" means an organization registered as a "Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as a depositary for the Securities and in whose name, or in the name of a nominee of that organization, shall be registered a Global Unit and which shall undertake to effect book entry transfers and pledges of the Securities.

    "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

    "Code" means the Internal Revenue Code of 1986, as amended.

    "Common Stock" means the common stock, without par value, of Washington Mutual.

    "Corporate Trust Office" means the principal corporate trust office of the Agent at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, 21 West, New York, New York 10286 Attention: Corporate Trust Administration.

    "Coupon Rate" means the percentage rate per annum at which each Debenture will bear interest initially which rate, on and after the Remarketing Date, will be the Reset Rate established in the Remarketing on the Remarketing Date.

    "Debenture Certificates" has the meaning given to it in Section 3.10.

    "Debentures" means the 5.375% Junior Subordinated Deferrable Interest Debentures due July 1, 2041 to be issued by Washington Mutual pursuant to the Indenture.

    "Declaration" means the Amended and Restated Declaration of Trust of Washington Mutual Capital Trust 2001, dated as of April 30, 2001, among Washington Mutual, as the sponsor and the trustees named therein.

    "Definitive Certificates" means definitive, physical fully registered Certificates delivered in accordance with Section 3.10.

    "Depositary" means DTC until another Clearing Agency becomes its successor.

    "Distribution Rate" has the meaning given to it in Section 5.1.

    "DTC" means The Depository Trust Company, the initial Clearing Agency.

    "Electing Remarketing Holder" has the meaning given to it in Section 5.1.

    "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

    "Exchange Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

    "Exchange Agent" has the meaning given to it in the Declaration.

    "Exercise Price" has the meaning given to it in the Warrant Agreement.

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    "Expiration Date" has the meaning given to it in the Warrant Agreement.

    "Global Unit" means a Certificate that evidences all or part of the Securities and is registered in the name of a Clearing Agency or a nominee thereof.

    "Guarantee" has the meaning assigned to it in the Recitals hereto.

    "Guarantee Agreement" means the Guarantee Agreement dated as of April 30, 2001 between Washington Mutual and the Guarantee Trustee, as amended or supplemented from time to time.

    "Guarantee Trustee" means The Bank of New York, as trustee under the Guarantee Agreement, or any successor thereto

    "Holder," when used with respect to a Security, means the Person in whose name the Security evidenced by a Certificate is registered in the Register; provided, however, that in determining whether the Holders of the requisite number of Securities have voted on any matter, then for the purpose of such determination only (and not for any other purpose hereunder), if the Security remains in the form of one or more Global Units and if the Clearing Agency which is the holder of such Global Unit has sent an omnibus proxy assigning voting rights to the Clearing Agency Participants to whose accounts the Securities are credited on the record date, the term "Holder" shall mean such Clearing Agency Participant acting at the direction of the Beneficial Owners.

    "Indenture" means the Indenture, dated as of April 30, 2001, between Washington Mutual and the Indenture Trustee, as amended by the First Supplemental Indenture dated as of April 30, 2001, as further amended and supplemented (including any provisions of the TIA that are deemed incorporated therein), pursuant to which the Debentures are to be issued.

    "Indenture Trustee" means The Bank of New York, as trustee under the Indenture, or any successor thereto.

    "Initial Purchaser" means Lehman Brothers Inc.

    "Issuer Order" or "Issuer Request" means a written request or order signed in the name of Washington Mutual by its President or a Vice Chair or a Senior Executive Vice President and by its Treasurer, its Secretary or an Assistant Secretary, and delivered to the Agent.

    "Issuers" is a collective reference to Washington Mutual and the Trust.

    "Legal Cause Remarketing Event" has the meaning given to it in the Declaration.

    "Maturity Remarketing Date" has the meaning given to it in the Declaration.

    "Notice of Remarketing" means a Notice of Remarketing delivered pursuant to the Declaration.

    "Officers' Certificate" means a certificate signed by the President, a Vice Chair or a Senior Executive Vice President and by the Treasurer, the Secretary or an Assistant Secretary, of Washington Mutual, and delivered to the Agent. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Agreement shall include:

    (a) a statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating thereto;

    (b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate;

    (c) a statement that each such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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    (d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

    "Opinion of Counsel" means a written opinion of counsel, who may be counsel for Washington Mutual (and who may be an employee of Washington Mutual), and who shall be reasonably acceptable to the Agent. An opinion of counsel may rely on certificates as to matters of fact.

    "Outstanding Securities," with respect to any Security means, as of the date of determination, all Securities evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except:

     (i) Securities evidenced by Certificates theretofore cancelled by the Agent or delivered to the Agent for cancellation or deemed cancelled pursuant to the provisions of this Agreement; and

    (ii) Securities evidenced by Certificates in exchange for or in lieu of which other Certificates have been authenticated, executed on behalf of the Holder and delivered pursuant to this Agreement, other than any such Certificate in respect of which there shall have been presented to the Agent proof satisfactory to it that such Certificate is held by a bona fide purchaser in whose hands the Security evidenced by such Certificate are valid obligations of Washington Mutual;

provided, however, that in determining whether the Holders of the requisite number of the Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by Washington Mutual or any Affiliate of Washington Mutual shall be disregarded and deemed not to be Outstanding Securities, except that, in determining whether the Agent shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Agent knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding Securities if the pledgee establishes to the satisfaction of the Agent the pledgee's right so to act with respect to such Securities and that the pledgee is not Washington Mutual or any Affiliate of Washington Mutual.

    "Party" or "Parties" have the respective meanings given to them in Section 12.1.

    "Payment Date" means each February 1, May 1, August 1 and November 1, commencing August 1, 2001.

    "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

    "Plan" means an employee benefit plan that is subject to ERISA, a plan or individual retirement account that is subject to Section 4975 of the Code or any entity whose assets are considered assets of any such plan.

    "Predecessor Certificate" of any particular Certificate means every previous Certificate evidencing all or a portion of the rights and obligations of the Issuers and the Holder under the Securities evidenced thereby; and, for the purposes of this definition, any Certificate authenticated and delivered under Section 3.11 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Certificate shall be deemed to evidence the same rights and obligations of the Issuers and the Holder as the mutilated, destroyed, lost or stolen Certificate.

    "Preferred Securities" means the Preferred Securities of the Trust, each having a stated liquidation amount of $50, representing preferred undivided beneficial ownership interests in the assets of the Trust.

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    "Property Trustee" means The Bank of New York, as property trustee under the Declaration, or any successor thereto.

    "Record Date" with respect to any Payment Date, means the Business Day immediately preceding such Payment Date.

    "Register" and "Registrar" have the respective meanings given to them in Section 3.5.

    "Regulation S" has the meaning given to it in Section 2.1.

    "Regulation S Global Unit" has the meaning given to it in Section 2.1.

    "Regulation S Permanent Global Unit" has the meaning given to it in Section 2.1.

    "Remarketing" has the meaning given to it in the Declaration.

    "Remarketing Agent" means the remarketing agent under the Remarketing Agreement.

    "Remarketing Agreement" means a Remarketing Agreement to be entered into among Washington Mutual, the Trust and the Remarketing Agent.

    "Remarketing Date" has the meaning given to it in the Declaration.

    "Remarketing Event" has the meaning given to it in the Declaration.

    "Remarketing Settlement Date" with respect to any Remarketing, means the date which is two Business Days following the applicable Remarketing Date.

    "Required Repurchase Date" has the meaning given to it in the Declaration.

    "Resale Registration Rights Agreement" means the Resale Registration Rights Agreement dated April 30, 2001 among Washington Mutual, the Trust and the Initial Purchaser.

    "Reset Rate" has the meaning given to it in the Declaration.

    "Responsible Officer," when used with respect to the Agent, means any officer within the corporate trust department of the Agent, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Agent who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

    "Restricted Period" has the meaning given to it in Section 2.1.

    "Restricted Regulation S Global Unit" has the meaning given to it in Section 2.1.

    "Rule 144A" has the meaning given to it in Section 2.1.

    "Rule 144 Global Unit" has the meaning given to it in Section 2.1.

    "Securities Act Legend" means, with respect to a Security prior to the registration thereof under the Securities Act, the applicable legend(s) appearing in Section 2.1(b).

    "Security" means the collective rights and obligations of a Holder of a Certificate in respect of a Preferred Security, a Debenture and a Warrant.

    "TIA" means the Trust Indenture Act of 1939, as amended.

    "Trading Remarketing Event" has the meaning given to it in the Declaration.

    "Trust" means Washington Mutual Capital Trust 2001, a statutory business trust formed under the laws of the State of Delaware, or any successor thereto by merger or consolidation.

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    "Trust Securities" has the meaning given to it in the Recitals hereto.

    "Vice President" means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president."

    "Warrant" means the Warrants issued by Washington Mutual pursuant to the Warrant Agreement representing the right to purchase Common Stock.

    "Warrant Agent" means The Bank of New York, as warrant agent under the Warrant Agreement, or any successor thereto.

    "Warrant Agreement" means the Warrant Agreement dated as of April 30, 2001 between Washington Mutual and the Warrant Agent, as amended and supplemented, pursuant to which the Warrants are issued.

    "Warrant Value" has the meaning given to it in the Warrant Agreement.

    "Washington Mutual" means Washington Mutual, Inc., a Washington corporation, until there shall be a successor thereto pursuant to the applicable provision of this Agreement, and thereafter "Washington Mutual" shall mean such successor.

Section 1.2.  Compliance Certificates and Opinions.

    Except as otherwise expressly provided by this Agreement, upon any application or request by Washington Mutual to the Agent to take any action in accordance with any provision of this Agreement, Washington Mutual shall furnish to the Agent an Officers' Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.

    Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement shall include:

    (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

    (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

    (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

    (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.3.  Form of Documents Delivered to Agent.

    In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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    Any certificate or opinion of an officer of Washington Mutual may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of Washington Mutual stating that the information with respect to such factual matters is in the possession of Washington Mutual unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

    Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

Section 1.4.  Acts of Holders; Record Dates.

    (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Agent and, where it is hereby expressly required, to Washington Mutual. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.1) conclusive in favor of the Agent and Washington Mutual, if made in the manner provided in this Section.

    (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Agent deems sufficient.

    (c) The ownership of Securities shall be proved by the Register.

    (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Certificate shall bind every future Holder of the same Certificate and the Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Agent or Washington Mutual in reliance thereon, whether or not notation of such action is made upon such Certificate.

    (e) Washington Mutual may set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Agreement to be given, made or taken by Holders of Securities. If any record date is set pursuant to this paragraph, the Holders of the Outstanding Securities, on such record date, and no other Holders, shall be entitled to take the relevant action with respect to the Securities, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Action Expiration Date by Holders of the requisite number of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent Washington Mutual from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and be of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite number of Outstanding Securities on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, Washington Mutual, at its own expense, shall cause notice of such record date, the proposed

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action by Holders and the applicable Expiration Date to be given to the Agent in writing and to each Holder of Securities in the manner set forth in Section 1.6.

    With respect to any record date set pursuant to this Section, Washington Mutual may designate any date as the "Action Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Action Expiration Date is given to the Agent in writing, and to each Holder of Securities in the manner set forth in Section 1.6, on or prior to the existing Action Expiration Date. If an Action Expiration Date is not designated with respect to any record date set pursuant to this Section, Washington Mutual shall be deemed to have initially designated the 180th day after such record date as the Action Expiration Date with respect thereto, subject to its right to change the Action Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Action Expiration Date shall be later than the 180th day after the applicable record date.

Section 1.5.  Notices.

    Any notice or communication is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier (with receipt confirmed) or overnight air courier guaranteeing next day delivery, to the others' address; provided that notice shall be deemed given to the Agent only upon receipt thereof:

If to the Agent:
	The Bank of New York
	101 Barclay Street
	New York, New York 10286
	Telecopier No.: 212-815-5915
	Attention: Corporate Trust Administration
If to Washington Mutual:
	Washington Mutual, Inc.
	1201 Third Avenue—WMT 0511
	Seattle, Washington 98101
	Telecopier No.: (206) 554-2717
	Attention: Richard D. Lodge
If to the Trust:
	c/o Washington Mutual, Inc.
	1201 Third Avenue—WMT 0511
	Seattle, Washington 98101
	Telecopier No.: (206) 554-2717
	Attention: Richard D. Lodge
If to the Warrant Agent:
	The Bank of New York
	101 Barclay Street
	New York, New York 10286
	Telecopier No.: 212-815-5915
	Attention: Corporate Trust Administration

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If to the Property Trustee:
	The Bank of New York
	101 Barclay Street
	New York, New York 10286
	Telecopier No.: 212-815-5915
	Attention: Corporate Trust Administration
If to the Indenture Trustee:
	The Bank of New York
	101 Barclay Street
	New York, New York 10286
	Telecopier No.: 212-815-5915
	Attention: Corporate Trust Administration
	Telecopier No.:
	Attention:

Section 1.6.  Notice to Holders; Waiver.

    Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

    In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Agent shall constitute a sufficient notification for every purpose hereunder.

Section 1.7.  Effect of Headings and Table of Contents.

    The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.8.  Successors and Assigns.

    All covenants and agreements in this Agreement by Washington Mutual shall bind its successors and assigns, whether so expressed or not.

Section 1.9.  Separability Clause.

    In case any provision in this Agreement or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

Section 1.10.  Benefits of Agreement.

    Nothing in this Agreement or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefits or any legal or equitable right, remedy or claim under this Agreement. The Holders from time to time shall be beneficiaries of this Agreement and shall be bound by all of the terms and

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conditions hereof and of the Securities evidenced by their Certificates by their acceptance of delivery of such Certificates.

Section 1.11.  Governing Law.

    This Agreement and the Securities shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

Section 1.12.  Legal Holidays.

    In any case where any Payment Date shall not be a Business Day, then (notwithstanding any other provision of this Agreement or the Certificates) payment of any amounts otherwise payable on such date shall not be made on such date, but such payments shall be made on the next succeeding Business Day with the same force and effect as if made on such Payment Date, provided that no interest shall accrue or be payable for the period from and after any such Payment Date, except that, if such next succeeding Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day with the same force and effect as if made on such Payment Date.

Section 1.13.  Counterparts.

    This Agreement may be executed in any number of counterparts by the parties hereto on separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

Section 1.14.  Inspection of Agreement.

    A copy of this Agreement shall be available at all reasonable times during normal business hours at the Corporate Trust Office for inspection by any Holder or Beneficial Owner.

ARTICLE II
Certificate Forms

Section 2.1.  Forms of Certificates Generally; Legends.

    (a) Each Security will consist of one Preferred Security and one Warrant. The Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers of Washington Mutual executing the Securities evidenced by such Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.

    Securities offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more permanent global notes in registered form without interest coupons, in substantially the form set forth in Exhibit A (a "Rule 144A Global Unit"), deposited with the Unit Agent, as custodian for DTC, as Depositary, duly executed by each Issuer and authenticated by the Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Units may from time to time be increased or decreased by adjustments made on the records of the Agent, as custodian for the Depositary, as hereinafter provided.

    Securities offered and sold in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued initially in the form of one or more global notes in registered form without interest coupons, in substantially the form set forth in Exhibit A (a "Restricted Regulation S Global Unit"), which shall be deposited with the Agent, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by each Issuer and authenticated by the Agent as hereinafter provided. The one-year restricted period (as defined in Regulation S, the "Restricted Period") for any Security shall be terminated upon the receipt by the Agent of

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     (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the interests in the Restricted Regulation S Global Unit (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Unit, and

    (ii) an Officers' Certificate from the Issuers.

    Following the termination of the Restricted Period, beneficial interests in a Restricted Regulation S Global Unit shall be exchanged for beneficial interests in one or more permanent global notes in registered form without interest coupons, in substantially the form set forth in Exhibit A (a "Regulation S Permanent Global Unit" and collectively with the Restricted Regulation S Global Unit, the "Regulation S Global Units") pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Units, the Agent shall cancel the Restricted Regulation S Global Units with respect to such Series. The aggregate principal amount of the Restricted Regulation S Global Units of each series and the Regulation S Permanent Global Units of each series may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

    The Rule 144A Global Units, the Restricted Regulation S Global Units and the Regulation S Permanent Global Units are collectively referred to herein as the "Global Units."

    The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in the Restricted Regulation S Global Units and the Regulation S Global Units that are held by Participants through Euroclear or Clearstream.

    (b) Every Global Unit authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend in substantially the following form:

"THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE UNIT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE UNIT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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    Unless and until the Securities have been registered as contemplated in the Resale Registration Rights Agreement, or otherwise, every certificate authenticated, executed and delivered hereunder shall bear a legend in substantially the following form:

THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO WASHINGTON MUTUAL OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT (IF AVAILABLE), (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE) SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS WASHINGTON MUTUAL MAY REASONABLY REQUIRE, TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE RESALE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.

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    Each Restricted Regulation S Global Unit shall bear the following legend on the face thereof:

Prior to expiration of the one-year distribution compliance period (as defined in Regulation S under the Securities Act of 1933 (the "Securities Act")) ("Regulation S"), this security may not be offered, sold, pledged or otherwise transferred within the United States (as defined in Regulation S) or to, or for the account or benefit of, a U.S. Person (as defined in Regulation S), except (A) to a person reasonably believed to be a "Qualified Institutional Buyer" (as defined in Rule 144A ("Rule 144A") under the Securities Act) in a transaction meeting the requirements of Rule 144A, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER.

    Every certificate (which a Global Unit or a definitive certificate)representing a Security shall bear a legend to the following effect:

THE CONSTITUENT COMPONENTS OF THIS UNIT MUST BE SEPARATED PRIOR TO TRANSFER (EXCEPT AS PART OF A UNIT) AS PROVIDED IN THE UNIT AGREEMENT."

    Finally, the Warrants and Preferred Securities which constitute components of the Securities shall bear additional legends (including restrictions on transferability) as described in the constituent documents for such securities.

Section 2.2.  Form of Agent's Certificate of Authentication.

    The form of the Agent's certificate of authentication of the Securities shall be in substantially the form set forth on the form of the Certificates.

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ARTICLE III
The Securities

Section 3.1.  Amount; Form and Denominations.

    The aggregate number of Securities evidenced by Certificates authenticated, executed on behalf of the Holders and delivered hereunder is limited to 23,000,000 except for Certificates authenticated, executed and delivered upon registration of transfer of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.4, 3.5, 3.10, 3.13 or 8.5.

    The Certificates shall be issuable only in registered form and only in denominations of a single Security and any integral multiple thereof.

    On the date of issuance of the Units, Washington Mutual shall allocate $32.33 of the purchase price thereof to the Preferred Securities and $17.67 of the purchase price to the Warrants.

Section 3.2.  Rights and Obligations Evidenced by the Certificates.

    Each Certificate shall evidence the number of Securities specified therein, with each such Security representing the ownership by the Holder thereof of a beneficial interest in a Preferred Security (or Debenture upon a liquidation of the Trust) and a Warrant and entitled to the benefits of the Declaration, the Indenture, the Warrant Agreement and all agreements ancillary thereto.

Section 3.3.  Execution, Authentication, Delivery and Dating.

    Subject to the provisions of Section 3.6 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, Washington Mutual and the Trust may deliver Certificates executed by Washington Mutual and an Administrative Trustee on behalf of the Trust to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Agent shall be entitled to receive, and, shall be fully protected in relying upon:

    (a) copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Securities are established by an Officers' Certificate pursuant to general authorization of the Board of Directors, such Officers' Certificate;

    (b) an Officers' Certificate delivered in accordance with Section 1.3; and

    (c) an Opinion of Counsel which shall state:

    (1) that the terms of such Securities have been established in accordance with Section 2.1 and in conformity with the other provisions of this Agreement;

    (2) that such Securities, when authenticated and delivered by the Agent and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and

    (3) that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with.

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    The Agent shall have the right to decline to authenticate and deliver any Securities under this Section if the Agent, being advised by counsel, determines that such action may not lawfully be taken or if the Agent in good faith shall determine that such action would expose the Agent to personal liability to existing Holders.

    The Certificates shall be executed on behalf of Washington Mutual (in respect of the Warrants) by its President, a Vice Chair or a Senior Executive Vice President, and shall be executed on behalf of the Trust (in respect of the Preferred Securities) by an Administrative Trustee. The signature of any of these officers on the Certificates may be manual or facsimile.

    Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of Washington Mutual shall bind Washington Mutual, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. Certificates bearing the manual or facsimile signatures of individuals who were at any time Administrative Trustees of the Trust shall bind the Trust, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.

    Each Certificate shall be dated the date of its authentication.

    No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized signatory of the Agent by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

Section 3.4.  Temporary Certificates.

    Pending the preparation of definitive Certificates, Washington Mutual shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu of such definitive Certificates, temporary Certificates which are in substantially the form set forth in Exhibit A hereto, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Securities are listed, or as may, consistently herewith, be determined by the officers of Washington Mutual executing such Certificates, as evidenced by their execution of the Certificates.

    If temporary Certificates are issued, Washington Mutual will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the Corporate Trust Office, at the expense of Washington Mutual and without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, Washington Mutual shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, one or more definitive Certificates of like tenor and denominations and evidencing a like number of Securities as the temporary Certificate or Certificates so surrendered. Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and the same obligations with respect to the Securities evidenced thereby as definitive Certificates.

Section 3.5.  Registration; Registration of Transfer and Exchange.

    (a) The Agent shall keep at the Corporate Trust Office a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Agent shall provide for the

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registration of Certificates and of transfers of Certificates (the Agent, in such capacity, the "Registrar").

    No beneficial interest in a Warrant or a Preferred Security that is a component of a Security represented by a Certificate may be transferred or exchanged (except by a transfer or exchange of such Security) until such components have been separated in accordance with Section 3.6 hereof, and each Certificate shall bear a legend to that effect.

    Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, Washington Mutual shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denominations, like tenor, and evidencing a like number of Securities.

    At the option of the Holder, Certificates may be exchanged for other Certificates, of any authorized denominations and evidencing a like number of Securities upon surrender of the Certificates to be exchanged at the Corporate Trust Office. Whenever any Certificates are so surrendered for exchange, Washington Mutual and the Trust shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the Holder, and deliver the Certificates which the Holder making the exchange is entitled to receive.

    All Certificates issued upon any registration of transfer or exchange of a Certificate shall evidence the ownership of the same number of Securities, and be entitled to the same benefits and subject to the same obligations, under this Agreement as the Securities evidenced by the Certificate surrendered upon such registration of transfer or exchange.

    Every Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to Washington Mutual, the Trust and the Agent duly executed, by the Holder thereof or its attorney duly authorized in writing.

    No service charge shall be made for any registration of transfer or exchange of a Certificate, but Washington Mutual and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than any exchanges pursuant to Sections 3.6, 3.7 and 8.5 not involving any transfer and the Trust.

    Notwithstanding the foregoing, Washington Mutual and the Trust shall not be obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of transfer or for exchange on or after the Business Day immediately preceding the Expiration Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall deliver the consideration received on such Expiration Date (which may be shares of Common Stock issuable in respect of the exercise of Warrants forming a part of the Securities evidenced by such other Certificate, Warrant Value receivable upon a redemption of such Warrants or Remarketing Proceeds receivable upon a contemporaneous remarketing of the Preferred Securities forming a part of the Securities evidenced by such other Certificate), subject to the applicable conditions and in accordance with the applicable provisions of Article Five hereof.

Section 3.6.  Separation and Rejoining of Units.

    Each Global Unit shall represent such of the outstanding Securities as shall be specified in the "Schedule of Exchanges of Interests of Global Unit" attached thereto or otherwise in accordance with the Applicable Procedures. At any time after issuance, the Preferred Security and Warrant components

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of any Security may be separated by the Holder and thereafter transferred separately and, (i) in the event of an election to exercise the Warrant component prior to the Remarketing Settlement Date (as provided in Section 5.2), (ii) in the event of an election to have Warrants redeemed or Preferred Securities repurchased upon a Change of Control (in each case, pursuant to Section 5.3) or (iii) in the event of a Remarketing, the Preferred Security and Warrant components of any Security shall be separated. In the event of any separation of the components of a Security, (i) if such Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Agent for cancellation and the Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Security to the Property Trustee and Warrant Agent, respectively, with an instruction for them to countersign and deliver to, or upon the instruction of, such Holder a separated Preferred Security and a separated Warrant, bearing the separate "CUSIP" number assigned to the Preferred Security and the Warrant, respectively, and (ii) if such Security is represented by the Global Unit, the Agent shall make the necessary endorsement to the "Schedule of Exchanges of Interests of Global Unit" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Securities represented thereby and shall instruct the Property Trustee and the Warrant Agent to effect a corresponding increase in the Preferred Securities and the Warrants, respectively, represented by global certificates bearing separate "CUSIP" numbers. The Agent shall make such other necessary endorsements to the Global Unit consistent with the terms of this agreement to reflect the appropriate number of Securities represented thereby.

    Following a Remarketing of the Preferred Securities components of a Security, (i) if such Security is represented by a Definitive Certificate, the Holder shall present such Definitive Certificate to the Agent for cancellation and the Agent shall so notify the Registrar and shall return the Preferred Security and Warrant components of such Security to the Property Trustee with an instruction for them to countersign and deliver to, or upon the instruction of the Remarketing Agent a Preferred Security bearing the separate "CUSIP" number assigned to the Preferred Security and (ii) if such Security is represented by the Global Unit, the Agent shall, in accordance with the instructions of the Remarketing Agent, make the necessary endorsement to the "Schedule of Exchanges of Interests of Global Unit" attached to the Global Unit or otherwise comply with the Applicable Procedures to reduce the amount of Securities represented thereby and shall instruct the Property Trustee to effect a corresponding increase in the Preferred Securities represented by global certificates bearing the separate "CUSIP" number. The Agent shall make such other necessary endorsements to the Global Unit consistent with the terms of this agreement to reflect the appropriate number of Securities represented thereby.

    Once separated in accordance with Section 5.2, a Preferred Security and a Warrant may be rejoined to form a Security, whether or not such securities were at one time components of the same Security provided, that, only a Preferred Security and a Warrant which are both evidenced by a Rule 144A Global Unit, or both evidenced by a Regulation S Global Unit may be so recombined. In the event a holder of a Preferred Security and a Warrant desires to rejoin a Security, (i) if the constituent components are represented by Definitive Certificates, the holder shall present (x) the Preferred Security to the Property Trustee and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Agent, who shall in turn so notify the Registrar with an instruction for the Registrar to countersign and deliver to, or upon the instruction of, such holder a Security bearing the separate "CUSIP" number assigned to the Securities, respectively, and (ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary endorsement to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct Agent to effect a corresponding increase in the Securities represented by the Global Unit bearing separate "CUSIP" number. The Agent, the Property Trustee, and the Warrant Agent shall make such other necessary endorsements to their respective global certificates consistent with the terms of this

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agreement to reflect the appropriate number of Securities, Preferred Securities and Warrants, as appropriate, represented thereby.

    The Agent is authorized to deliver such further directions to the Property Trustee, the Warrant Agent, the Exchange Agent and others, and to take such further actions as shall be necessary to effect the exchanges, separations, transfer and recreations contemplated by Section 3.5 and 3.6.

Section 3.7.  Book-Entry Interests.

    The Certificates, on original issuance, will be issued in the form of one or more fully registered Global Units, to be delivered to the Depositary by, or on behalf of, Washington Mutual. Such Global Unit shall initially be registered on the books and records of Washington Mutual and the Trust in the name of Cede & Co., the nominee of the Depositary, and no Beneficial Owner will receive a Definitive Certificate representing such Beneficial Owner's interest in such Global Unit, except as provided in Section 3.10. The Agent shall enter into an agreement with the Depositary if so requested by Washington Mutual. Unless and until Definitive Certificates have been issued to Beneficial Owners pursuant to Section 3.10:

    (a) the provisions of this Section 3.7 shall be in full force and effect;

    (b) Washington Mutual shall be entitled to deal with the Clearing Agency for all purposes of this Agreement as the Holder of the Securities and the sole holder of the Global Unit(s) and shall have no obligation to the Beneficial Owners;

    (c) to the extent that the provisions of this Section 3.7 conflict with any other provisions of this Agreement, the provisions of this Section 3.7 shall control; and

    (d) the rights of the Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants.

Section 3.8.  Notices to Holders.

    Whenever a notice or other communication to the Holders is required to be given under this Agreement, Washington Mutual or Washington Mutual's agent shall give such notices and communications to the Holders and, with respect to any Securities registered in the name of a Clearing Agency or the nominee of a Clearing Agency, Washington Mutual or Washington Mutual's agent shall, except as set forth herein, have no obligations to the Beneficial Owners.

Section 3.9.  Appointment of Successor Clearing Agency.

    If any Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities, Washington Mutual may, in its sole discretion, appoint a successor Clearing Agency with respect to the Securities.

Section 3.10.  Definitive Certificates.

    If (i) a Clearing Agency elects to discontinue its services as securities depositary with respect to the Securities and a successor Clearing Agency is not appointed within 90 days after such discontinuance pursuant to Section 3.9 or (ii) there shall have occurred and be continuing a default by Washington Mutual in respect of its obligations under the Warrant Agreement, the Indenture, the Declaration or this Agreement, upon surrender of the Global Units representing the Securities by the Clearing Agency, accompanied by registration instructions, Washington Mutual and the Trust shall cause Definitive Certificates to be delivered to Beneficial Owners in accordance with the instructions of the Clearing Agency. Washington Mutual shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be protected in relying on, such instructions.

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Section 3.11.  Mutilated, Destroyed, Lost and Stolen Certificates.

    If any mutilated Certificate is surrendered to the Agent, Washington Mutual shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, a new Certificate, evidencing the same number of Securities and bearing a Certificate number not contemporaneously outstanding.

    If there shall be delivered to Washington Mutual and the Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to Washington Mutual and the Trust or the Agent that such Certificate has been acquired by a bona fide purchaser, Washington Mutual and the Trust shall execute and deliver to the Agent, and the Agent shall authenticate, execute on behalf of the Holder, and deliver to the Holder, in lieu of any such destroyed, lost or stolen Certificate, a new Certificate, evidencing the same number of Securities and bearing a Certificate number not contemporaneously outstanding.

    Notwithstanding the foregoing, Washington Mutual shall not be obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder, and deliver to the Holder, a Certificate on or after the Business Day immediately preceding the Expiration Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall deliver the consideration received on such Expiration Date (which may be (i) shares of Common Stock issuable in respect of the exercise of Warrants pursuant to the Warrant Agreement, (ii) the Warrant Value receivable upon a redemption of such Warrants pursuant to the Warrant Agreement or (iii) proceeds of a Remarketing receivable upon a contemporaneous remarketing of the Preferred Securities forming a part of the Securities evidenced by such other Certificate as provided in the Declaration).

    Upon the issuance of any new Certificate under this Section, Washington Mutual, the Trust, and the Agent may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Agent) connected therewith.

    Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of Washington Mutual and of the Holder in respect of the Security evidenced thereby, whether or not the destroyed, lost or stolen Certificate (and the Securities evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits and be subject to all the obligations of this Agreement equally and proportionately with any and all other Certificates delivered hereunder.

    The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Section 3.12.  Persons Deemed Owners.

    Prior to due presentment of a Certificate for registration of transfer, Washington Mutual, the Trust and the Agent, and any agent of Washington Mutual, the Trust or the Agent, may treat the Person in whose name such Certificate is registered as the owner of the Security evidenced thereby, for the purpose of receiving payments on the Preferred Securities, the Debentures or the Warrants and for all other purposes whatsoever, whether or not any payments on the Preferred Securities, the Debentures or the Warrants shall be overdue and notwithstanding any notice to the contrary, and none of Washington Mutual, the Trust, the Agent, nor any agent of Washington Mutual or the Agent, shall be affected by notice to the contrary.

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    Notwithstanding the foregoing, with respect to any Global Unit, nothing herein shall prevent Washington Mutual, the Agent or any agent of Washington Mutual, the Trust or the Agent, from giving effect to any written certification, proxy or other authorization furnished by any Clearing Agency (or its nominee), as a Holder, with respect to such Global Unit or impair, as between such Clearing Agency and owners of beneficial interests in such Global Unit, the operation of customary practices governing the exercise of rights of such Clearing Agency (or its nominee) as Holder of such Global Unit.

Section 3.13.  Cancellation.

    All Certificates surrendered (i) for separation as provided in Section 3.6 hereof, (ii) in connection with a remarketing and redemption as provided in the Declaration, the Warrant Agreement and Article V hereof or (iii) upon the transfer of Preferred Securities, Debentures or Warrants upon the registration of a transfer or exchange of a Security or any of its components shall, if surrendered to any Person other than the Agent, be delivered to the Agent and, if not already cancelled, shall be promptly cancelled by it. Washington Mutual and the Trust may at any time deliver to the Agent for cancellation any Certificates previously authenticated, executed and delivered hereunder which Washington Mutual and the Trust may have acquired in any manner whatsoever, and all Certificates so delivered shall, upon Issuer Order, be promptly cancelled by the Agent. No Certificates shall be authenticated, executed on behalf of the Holder and delivered in lieu of or in exchange for any Certificates cancelled as provided in this Section, except as expressly permitted by this Agreement. All cancelled Certificates held by the Agent shall be held by the Agent or returned to Washington Mutual pursuant to an Issuer Order.

    If Washington Mutual, the Trust or any Affiliate of Washington Mutual shall acquire any Certificate, such acquisition shall not operate as a cancellation of such Certificate unless and until such Certificate is delivered to the Agent cancelled or for cancellation.

Section 3.14.  CUSIP Numbers.

    Washington Mutual, in issuing the Securities, may use "CUSIP" numbers (if then generally in use), and, if so, the Agent shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. Washington Mutual will promptly notify the Agent of any change in the "CUSIP" numbers.

Section 3.15.  Special Transfer Provisions.

    The following provisions will apply prior to the registration of the Securities pursuant to the Resale Registration Rights Agreement, or otherwise:

    The Securities Act Legend shall not be removed from the applicable Units except as provided in this Section. The Securities Act Legend may be removed from a Rule 144A Unit if there is delivered to Washington Mutual and the Agent a certification in the form of Exhibit H hereto and such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by Washington Mutual, that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Rule 144A Unit will not violate the registration requirements of the Securities Act. Upon provision of such certification and any such satisfactory evidence, the Agent shall authenticate and deliver in exchange for such Rule 144A Unit a Security or Securities having an equal aggregate amount that does not bear the Securities Act Legend. If the Securities Act Legend has been removed from a Security as provided above, no other Security issued in exchange for all or any part of such Security shall bear such legend, unless Washington Mutual has reasonable cause to believe that such other Security is a "restricted security" within the meaning of Rule 144 under the Securities Act and instructs the Agent to cause the Securities Act Legend to appear thereon.

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    Before the termination of the Restricted Period, transfers by an owner of a beneficial interest in the Regulation S Global Unit to a transferee who takes delivery of such interest through the Rule 144A Unit will be made only in accordance with the procedures of DTC, to the extent applicable, and upon receipt by the Agent of a written certification from the transferor of the beneficial interest in the form of Exhibit G to the effect that such transfer is being made to a Person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the end of the Restricted Period, such certification requirement will no longer apply to such transfers.

    Transfers by an owner of a certificated Security bearing the Securities Act Legend or of a beneficial interest in the Rule 144A Unit to a transferee who takes delivery of such interest through the Regulation S Global Unit or in the form of a certificated Security not bearing the Securities Act Legend will be made only upon receipt by the Agent of a written certification from the transferor in the form of Exhibit F to the effect that such transfer is being made in accordance with Regulation S.

    Upon any such exchange or transfer of all or a portion of any Global Unit for a certificated Security or an interest in either the Rule 144A Unit or the Regulation S Global Unit, the Global Unit from which an interest is to be so exchanged or transferred will be marked to reflect the reduction of its principal amount or number, as applicable, by the aggregate principal amount or number of such certificated Security or the interest to be so exchanged or transferred for an interest in a Regulation S Global Unit or a Rule 144A Unit, as the case may be. Until so exchanged or transferred in full, such Global Unit will in all respects be entitled to the same benefits under this Indenture as the Units authenticated and delivered hereunder.

    Each purchaser (other than the Initial Purchaser) of the Securities (including, without limitation, any purchaser of an interest in the Global Units) will be deemed to have represented and agreed as follows:

    (a) It is (A) a Qualified Institutional Buyer as defined in Rule 144A and is acquiring the Securities for its own institutional account or for the account or accounts of a Qualified Institutional Buyer, or (B) purchasing Securities in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act;

    (b) It understands that the Securities are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Securities, such Securities may be resold, pledged or transferred only (A) in a transaction meeting the requirements of Rule 144A to a person who the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account or for the account or accounts of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (B) in accordance with Regulation S or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act;

    (c) If it is acquiring Securities or any interest or participation therein in an "offshore transaction" (as defined in Regulation S), it acknowledges that such Securities initially will be represented by the Restricted Regulation S Global Unit and that, for so long as required by Regulation S, transfers thereof or any interest or participation therein are restricted as provided in this Agreement; and

    (d) It understands that each Security will bear a legend substantially to the effect of the Securities Act Legend.

    Holders of a beneficial interest in Securities sold in reliance on Regulation S as Restricted Regulation S Global Units are prohibited from receiving distributions or from exchanging beneficial

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interests in such Restricted Regulation S Global Units for a beneficial interest in a Permanent Regulation S Global Unit until the later of (i) the expiration of the Restricted Period and (ii) the furnishing of a certificate, substantially in the form of Exhibit I attached hereto, certifying that the beneficial owner of the Restricted Regulation S Global Units is a non-United States Person (a "Regulation S Certificate").

    Notwithstanding anything to the contrary contained herein, (i) prior to the expiration of the Restricted Period, transfers of beneficial interests in a Restricted Regulation S Global Unit may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser), and (ii) a beneficial interest in a Restricted Regulation S Global Unit may not be exchanged for a certificated Security or transferred to a Person who takes delivery thereof in the form of a certificated Security prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

    The Registrar shall retain for at least two years copies of all letters, notices and other written communications received pursuant to Section 2.16 hereof or this Section 2.17. The Issuers shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

ARTICLE IV
The Preferred Securities

Section 4.1.  Payment of Distribution; Rights to Distributions Preserved; Distribution Rate Reset.

    Distributions on the Preferred Securities which are made on any Payment Date shall, subject to receipt thereof by the Agent, be payable to the Holders as they appear on the books and records of the Agent at the close of business on the relevant Record Dates. Distributions on the Preferred Securities which are made on any Remarketing Settlement Date shall, subject to receipt thereof by the Agent, be payable to (or, in the case of Section 5.1, for the account of) the Holders as they appear on the books and records of the Agent at the close of business on the Remarketing Date. If the Securities are represented by one or more Global Units, the relevant Record Dates shall be the close of business on the Business Day preceding the corresponding Payment Date, unless a different Record Date is established or provided for the corresponding distributions on the Preferred Securities. If the Securities are not represented by one or more Global Units, the relevant Record Dates shall be at least one Business Day prior to the corresponding Payment Dates, or such other dates as may be selected by the Agent.

    Each Certificate evidencing Preferred Securities (or Debentures) delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Certificate shall carry the rights to distributions accumulated and unpaid, and to accumulate distributions, which were carried by the Preferred Securities (or Debentures) underlying such other Certificate.

    The applicable Coupon Rate on the Debentures on and after the Remarketing Date shall be equal to the Reset Rate established in the Remarketing on such date.

Section 4.2.  Notice and Voting.

    The Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Preferred Securities, Debentures and Warrants, as the case may be, but only to the extent instructed in writing by the Holders as described below and in Article V. Upon receipt of notice of any meeting at which holders of Preferred Securities, Debentures or Warrants are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Preferred Securities, Debentures or Warrants, the Agent shall, as soon as practicable thereafter, mail to the Holders of Securities a notice

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(a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Preferred Securities, Debentures or Warrants, as the case may be, entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to such Preferred Securities, Debentures or Warrants underlying their Security and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Securities on such record date received by the Agent at least six days prior to such meeting, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Preferred Securities, Debentures or Warrants, as the case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Security, the Agent shall abstain from voting the Preferred Securities, Debentures or Warrants underlying such Security. Washington Mutual hereby agrees to solicit Holders of Securities to timely instruct the Agent in order to enable the Agent to vote such Preferred Securities, Debentures or Warrants and the Trust shall covenant to such effect in the Declaration.

Section 4.3.  Distribution of Debentures.

    Upon the liquidation of the Trust in accordance with the Declaration, a principal amount at maturity of Debentures constituting the assets of the Trust and underlying the Preferred Securities equal to the aggregate stated liquidation amount of the Preferred Securities shall be delivered to the Agent in exchange for the Preferred Securities. Thereafter, the Debentures will be substituted for the Preferred Securities as a component of the Securities. Following the liquidation of the Trust, the Holders shall have such rights and obligations with respect to the Debentures as the Holders had in respect of the Preferred Securities. Washington Mutual may cause to be made in any Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the liquidation of the Trust and the substitution of Debentures for Preferred Securities.

ARTICLE V
Remarketing and Redemption; Early Exercise

Section 5.1.  Remarketing and Redemption.

    Pursuant to a Remarketing Agreement to be entered into, Washington Mutual will engage a Remarketing Agent to sell the Preferred Securities (or, if the Debentures have been distributed upon liquidation of the Trust, the Debentures) upon the occurrence of a Remarketing Event. In connection with a Remarketing of the Preferred Securities:

     (i) upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 60 days following the Remarketing Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 60 days following the Remarketing Date;

    (ii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate established in the Remarketing of the Preferred Securities, and, as a result, the "Distribution Rate" per annum on the Accreted Value of the Preferred Securities shall become the Reset Rate established in the Remarketing;

    (iii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures, and, as a

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result, Distributions accumulated and unpaid on the Securities from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Securities;

    (iv) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, Washington Mutual shall be obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and

    (v) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price.

    Upon receipt from Washington Mutual of a Notice of Remarketing as provided in the Declaration and of a notice of a Redemption as provided in the Warrant Agreement, the Agent shall, as soon as practicable thereafter, mail to the Holders of Securities a notice of such receipt, together with a copy of each such notice.

IN THE ABSENCE OF AN AFFIRMATIVE ELECTION NOT TO PARTICIPATE IN THE REMARKETING, EACH HOLDER WILL BE DEEMED TO HAVE ELECTED TO PARTICIPATE IN SUCH REMARKETING AND, IF APPLICABLE, TO HAVE ITS WARRANTS REDEEMED ON THE RELATED REMARKETING SETTLEMENT DATE AT THE WARRANT VALUE.

    Each Holder of a Security who desires NOT to participate in the Remarketing shall notify the Agent of such intention by use of a notice in substantially the form of Exhibit B hereto. Such notice shall be given to the Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date specified in the Notice of Remarketing. A Holder of Security must affirmatively elect NOT to participate in a Remarketing on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date. Subject to the next paragraph, an election by a Holder NOT to participate in the Remarketing will not alter the deemed election by such Holder to have its Warrants redeemed on the Remarketing Settlement Date. Any such notice shall be irrevocable and may not be conditioned upon the level at which the Reset Rate is established in the Remarketing. The Agent, based on such notices, shall notify the Remarketing Agent, promptly after 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Date, of the aggregate number of Preferred Securities (or, if the Debentures have been distributed in connection with a liquidation of the Trust, the Debentures) that are a component of Securities to be remarketed. Upon receipt of such notice from the Agent, the Remarketing Agent shall, on the Remarketing Date, use commercially reasonable efforts to remarket such Preferred Securities (or Debentures) on such date at a price equal to: (i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, 100% of the aggregate Accreted Value of such Preferred Securities (or Debentures) as of the end of the day on the day next preceding the Remarketing Date; and (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount (or principal amount).

    Each Holder of a Security who desires to exercise its Warrants on the Remarketing Settlement Date at the Exercise Price per Warrant described in clause (v) above in this Section 5.1, instead of having such Warrants redeemed on such date, shall notify the Agent and the Warrant Agent of such intention by use of a notice in substantially the form of Exhibit C hereto. Such notice shall be given to the Agent and the Warrant Agent prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Remarketing Settlement Date specified in the related Notice of Remarketing. As provided above, any Holder who does not notify the Agent and the Warrant Agent of an election to exercise its Warrants on the Warrant Settlement Date shall be deemed to have elected to have such Warrants redeemed. Upon receipt of the foregoing notices the Agent shall provide notice to the Warrant Agent, no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the related Remarketing Settlement Date specified in the related Notice of Remarketing, of

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the number of Warrants to be exercised and shall, no later than 5:00 p.m., New York City time, on the Remarketing Settlement Date, deliver to the Warrant Agent a duly completed form of election to purchase set forth on the reverse side of the Warrant Certificate, a form of which is attached to the Global Unit, together with the proceeds of the Remarketing referred to in the following paragraph. Upon receipt of the Common Stock deliverable upon exercise of the Warrants, the Warrant Agent shall deliver such shares to or upon the order of the Agent.

    Each Holder who elects to participate in the Remarketing and to exercise its Warrants on the related Remarketing Settlement Date is referred to as an "Electing Remarketing Holder." The Agent shall instruct the Remarketing Agent to deliver the proceeds from the Remarketing of Preferred Securities of each Electing Remarketing Holder to the Warrant Agent, and the Warrant Agent shall apply such amounts to satisfy in full such Holders' obligation to pay the Exercise Price for the Common Stock under the related Warrants on the Remarketing Settlement Date. Any Holder (other than an Electing Remarketing Holder) of a Security affirmatively electing to exercise Warrants on the Remarketing Settlement Date may do so by following the procedures set forth in Section 5.2 and in the Warrant Agreement. The proceeds from a redemption of the Warrants which form a part of the Securities shall be paid to the Holders of such Securities.

    The Declaration provides that if, by 4:00 p.m. New York City time, on a Remarketing Date, the Remarketing Agent is unable to remarket all of the Preferred Securities deemed tendered for purchase, a "Failed Remarketing" shall be deemed to have occurred and the Remarketing Agent shall so advise by telephone the Clearing Agency, the Property Trustee, the Warrant Agent, the Indenture Trustee, the Administrative Trustees on behalf of the Trust and Washington Mutual. Washington Mutual shall then give notice of the Failed Remarketing to the Agent no later than 12:00 noon, New York City time, on the Business Day following the Failed Remarketing and the Agent will, in turn, give notice to the Holders of the Preferred Securities prior to the close of business on the Business Day following the Failed Remarketing. Notice of a Failed Remarketing shall be deemed to constitute a withdrawal of each previously delivered election to exercise Warrants on the related Remarketing Settlement Date. Following any such withdrawal a holder may still elect to exercise its Warrants in accordance with the procedures specified in Section 3.6 hereof and in the Warrant Agreement.

    Upon the occurrence of a Trading Remarketing Event or a Legal Cause Remarketing Event and the election by Washington Mutual to cause a Remarketing of the Preferred Securities, and on the Maturity Remarketing Date, as long as the Securities are evidenced by one or more Global Units, deposited with the Clearing Agency, Washington Mutual shall request, not later than four nor more than 20 days prior to the Remarketing Date, that the Clearing Agency notify the Holders of the Securities of the Remarketing of the Preferred Securities and of the procedures that must be followed if such Holder of Securities wishes to elect not to participate in the Remarketing of the Preferred Securities.

Section 5.2.  Early Exercise of Warrants; Exchange of Preferred Securities and Repurchase of Debentures.

    A Holder of a Security may elect to exercise the Warrants which form a part of such Security at any time in accordance with the terms of the Warrant Agreement. Each Holder, other than an Electing Holder, who desires to exercise its Warrants shall, prior to any such exercise, separate the Warrant and the Preferred Security components of the Security in accordance with Section 3.6. In no event may a Holder satisfy its obligation to pay the Exercise Price by tendering Preferred Securities.

    Following the exercise of a Warrant on a day other than the Remarketing Settlement Date, the Holder of the Security of which such Warrant formed a part may require the Trust to exchange the Preferred Securities which formed the other part of such Security for Debentures having an Accreted Value equal to the Accreted Value of the Preferred Securities being exchanged and to require

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Washington Mutual to repurchase such Debentures on the applicable Required Repurchase Date which is no less than 60 days from such exercise date, as specified in the Declaration.

Section 5.3.  Change in Control.

    Following a Change in Control, each Holder will have the right to (i) require the Trust to distribute to such Holder Debentures having an Accreted Value equal to Accreted Value of the Preferred Securities components of such Holder's Securities in exchange for its Preferred Securities and (ii) cause Washington Mutual to repurchase (a "Change of Control Repurchase Right") such Holder's Debentures and redeem (a "Change of Control Redemption Right") such Holder's Warrants at the amounts and on the dates specified in the Warrant Agreement, the Declaration and the Indenture, as applicable.

    Upon receipt from Washington Mutual of notice of a Change of Control (as provided in the Declaration and the Warrant Agreement), the Agent shall, as soon as practicable thereafter, mail to the Holders of Securities a notice of such receipt, together with a copy of such notice of Change of Control. The date specified in the notice from Washington Mutual will be the "Change of Control Notice Date."

    (a) Warrants. To exercise the Change of Control Redemption Right, a Holder must deliver to the Agent, prior to the 30^th day following the Change of Control Notice Date, irrevocable written notice in the form of Exhibit D hereto, of such Holder's election to have Warrants redeemed on the date specified in the Warrant Agreement. The Agent, based on such notices, shall notify the Warrant Agent no later than the 30^th day following the Change in Control Notice Date of the aggregate number of Warrants to be redeemed. An election to have Warrants redeemed shall also constitute an election to separate the related Securities into their component parts and the Agent and the Warrant Agent shall follow the procedures specified in Section 3.6.

    (b) Preferred Securities. To exercise the Change of Control Repurchase Right, a Holder who has not separated its Securities pursuant to clause (a) above must deliver to the Agent, no earlier than the 60^th and no later than the 90^th day following the Change of Control Notice Date, irrevocable written notice in the form of Exhibit E hereto, of such Holder's election to have Preferred Securities components of its Securities exchanged for an equivalent Accreted Value of Debentures and to have such Debentures repurchased on the date specified in the Indenture. The Agent, based on such notices, shall notify the Trust, Washington Mutual, the Property Trustee and the Exchange Agent, no later than the 90^th day following the Change of Control Notice Date of the aggregate number of Preferred Securities to be exchanged for Debentures by the Trust and to be repurchased by Washington Mutual. An election to exchange Preferred Securities for Debentures and to have such Debentures repurchased by Washington Mutual shall also constitute an election to separate the related Securities into their component parts and the Agent, the Exchange Agent and the Property Trustee shall follow the procedures specified in Section 3.6 hereof (and Section 6.8 of the Declaration).

Section 5.4.  Certain Rights Following a Remarketing.

    Following a Remarketing Settlement Date (unless there has been a "Failed Remarketing" under the Declaration) and a Redemption or exercise of the Warrants (including the delivery of all shares of Common Stock pursuant to the exercise of a Warrant or the payment of the Warrant Value payable upon the related Redemption and the payment of any amounts payable upon the related Remarketing), a Security shall thereafter represent the right to receive the Preferred Securities (or if the Debentures have been distributed upon liquidation of the Trust, the Debentures) forming a part of such Securities.

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ARTICLE VI
Remedies

Section 6.1.  Unconditional Right of Holders to Receive Payments and to Purchase Common Stock.

    The Holder of any Security shall have all the rights provided to a holder of Preferred Securities under the Declaration and to a holder of Warrants under the Warrant Agreement, including the right to institute suit for the enforcement of any such payments or obligations thereunder, and such rights shall not be impaired except as provided in the Declaration and the Warrant Agreement.

Section 6.2.  Restoration of Rights and Remedies.

    If any Holder has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Holder, then and in every such case, subject to any determination in such proceeding, Washington Mutual and such Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of such Holder shall continue as though no such proceeding had been instituted.

Section 6.3.  Rights and Remedies Cumulative.

    Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates in the last paragraph of Section 3.11, no right or remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.4.  Delay or Omission Not Waiver.

    No delay or omission of any Holder to exercise any right or remedy upon a default shall impair any such right or remedy or constitute a waiver of any such right. Every right and remedy given by this Article or by law to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Holders.

Section 6.5.  Undertaking for Costs.

    All parties to this Agreement agree, and each Holder of a Security, by its acceptance of such Security shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Agent for any action taken, suffered or omitted by it as Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section shall not apply to any suit instituted by Washington Mutual, to any suit instituted by the Agent, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% of the Outstanding Securities, or to any suit instituted by any Holder for the enforcement of distributions on any Preferred Securities on or after the respective Payment Date therefor in respect of any Security held by such Holder, or for enforcement of the right to purchase shares of Common Stock under the Warrants constituting part of any Security held by such Holder.

Section 6.6.  Waiver of Stay or Extension Laws.

    Washington Mutual covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the

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covenants or the performance of this Agreement; and Washington Mutual (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Agent or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE VII
The Agent

Section 7.1.  Certain Duties and Responsibilities.

    (a) The Agent undertakes to perform, with respect to the Securities, such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent; and

    (1) in the absence of bad faith or negligence on its part, the Agent may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Agent and conforming to the requirements of this Agreement but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

    (b) No provision of this Agreement shall be construed to relieve the Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that

    (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

    (2) the Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts;

    (3) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it; and

    (4) no provision of this Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

    (c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Agent shall be subject to the provisions of this Section.

Section 7.2.  Notice of Default.

    Within 30 days after the occurrence of any default by Washington Mutual hereunder of which a Responsible Officer of the Agent has actual knowledge, the Agent shall transmit by mail to Washington Mutual and the Holders of Securities, as their names and addresses appear in the Register, notice of such default hereunder, unless such default shall have been cured or waived.

Section 7.3.  Certain Rights of Agent.

    Subject to the provisions of Section 7.1:

    (a) the Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

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    (b) any request or direction of Washington Mutual mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer Order or Issuer Request, and any resolution of the Board of Directors of Washington Mutual may be sufficiently evidenced by a Board Resolution;

    (c) whenever in the administration of this Agreement the Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate of Washington Mutual;

    (d) the Agent may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

    (e) the Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Agent, in its discretion, may make reasonable further inquiry or investigation into such facts or matters as it may see fit, and, if the Agent shall determine to make such further inquiry or investigation, it shall be given a reasonable opportunity to examine the books, records and premises of Washington Mutual, personally or by agent or attorney at the sole cost of Washington Mutual, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

    (f)  the Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or an Affiliate and the Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney or an Affiliate appointed with due care by it hereunder;

    (g) with respect to the calculation of the Accreted Value and the Warrant Value, the Agent may conclusively rely upon the calculations thereof determined by the Calculation Agent;

    (h) the Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

    (i)  the Agent shall not be deemed or have notice of any Default or Event of Default unless a Responsible Officer of the Agent has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Agent at the Corporate Trust Office of the Agent, and such notice references the Securities and this Agreement; and

    (j)  the rights, privileges, protections, immunities and benefits given to the Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Agent in each of its capacities hereunder including, without limitation, in its capacities as Warrant Agent and Property Trustee, and to each agent, custodian and other Person employed to act hereunder.

Section 7.4.  Not Responsible for Recitals or Issuance of Securities.

    The recitals contained herein and in the Certificates shall be taken as the statements of Washington Mutual, and the Agent assumes no responsibility for their accuracy. The Agent makes no representations as to the validity or sufficiency of either this Agreement or of the Securities.

    The Agent shall not be accountable for the use or application by Washington Mutual of Securities or the proceeds thereof.

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Section 7.5.  May Hold Securities.

    Any Registrar or any other agent of Washington Mutual, or the Agent and its Affiliates, in their individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with Washington Mutual or any other Person with the same rights it would have if it were not Registrar or such other agent, or the Agent.

Section 7.6.  Money Held in Custody.

    Money held by the Agent in custody hereunder need not be segregated from the other funds except to the extent required by law or provided herein. The Agent shall be under no obligation to invest or pay interest on any money received by it hereunder except as otherwise agreed in writing with Washington Mutual.

Section 7.7.  Compensation and Reimbursement.

    Washington Mutual agrees:

    (1) to pay to the Agent from time to time such compensation as shall from time to time be agreed to in writing by Washington Mutual and the Agent for all services rendered by it hereunder;

    (2) except as otherwise expressly provided for herein, to reimburse the Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Agent in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

    (3) to indemnify the Agent and any predecessor Agent for, and to hold it harmless against, any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Agent) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

    The Agent shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Agent pursuant to this Section 7.7, except with respect to funds held in trust for the benefit of the Holders of particular Securities.

    The provisions of this Section shall survive the termination of this Agreement and the resignation or removal of the Agent.

Section 7.8.  Corporate Agent Required; Eligibility.

    There shall at all times be an Agent hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having (or being a member of a bank holding company having) a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority and having a Corporate Trust Office in the Borough of Manhattan, The City of New York, if there be such a corporation in the Borough of Manhattan, The City of New York, qualified and eligible under this Article and willing to act on reasonable terms. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

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Section 7.9.  Resignation and Removal; Appointment of Successor.

    (a) No resignation or removal of the Agent and no appointment of a successor Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Agent in accordance with the applicable requirements of Section 7.10.

    (b) The Agent may resign at any time by giving written notice thereof to Washington Mutual 60 days prior to the effective date of such resignation. If the instrument of acceptance by a successor Agent required by Section 7.10 shall not have been delivered to the Agent within 30 days after the giving of such notice of resignation, the resigning Agent may petition any court of competent jurisdiction for the appointment of a successor Agent.

    (c) The Agent may be removed at any time by Act of the Holders of a majority in number of the Outstanding Securities delivered to the Agent and Washington Mutual.

    (d) If at any time

    (1) the Agent fails to comply with Section 310(b) of the TIA, as if the Agent were an indenture trustee under an indenture qualified under the TIA, after written request therefor by Washington Mutual or by any Holder who has been a bona fide Holder of a Security for at least six months, or

    (2) the Agent shall cease to be eligible under Section 7.8 and shall fail to resign after written request therefor by Washington Mutual or by any such Holder, or

    (3) the Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Agent or of its property shall be appointed or any public officer shall take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) Washington Mutual by a Board Resolution may remove the Agent, or (ii) any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Agent and the appointment of a successor Agent.

    (e) If the Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Agent for any cause, Washington Mutual, by a Board Resolution, shall promptly appoint a successor Agent and shall comply with the applicable requirements of Section 7.10. If no successor Agent shall have been so appointed by Washington Mutual and accepted appointment in the manner required by Section 7.10, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Agent.

    (f)  Washington Mutual shall give, or shall cause such successor Agent to give, notice of each resignation and each removal of the Agent and each appointment of a successor Agent by mailing written notice of such event by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the applicable Register. Each notice shall include the name of the successor Agent and the address of its Corporate Trust Office.

Section 7.10.  Acceptance of Appointment by Successor.

    (a) In case of the appointment hereunder of a successor Agent, every such successor Agent so appointed shall execute, acknowledge and deliver to Washington Mutual and to the retiring Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Agent shall become effective and such successor Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of the retiring Agent; but, on the request of Washington Mutual or the successor Agent, such retiring Agent shall,

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upon payment of its charges, execute and deliver an instrument transferring to such successor Agent all the rights, powers and trusts of the retiring Agent and shall duly assign, transfer and deliver to such successor Agent all property and money held by such retiring Agent hereunder. If an instrument of acceptance by a successor Agent shall not have been delivered to the Agent within 30 days after the giving of such notice of removal, the Agent being removed may petition, at the expense of Washington Mutual, any court of competent jurisdiction for the appointment of a successor Agent with respect to the Securities of such series.

    (b) Upon request of any such successor Agent, Washington Mutual shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Agent all such rights, powers and agencies referred to in paragraph (a) of this Section.

    (c) No successor Agent shall accept its appointment unless at the time of such acceptance such successor Agent shall be qualified and eligible under this Article.

Section 7.11.  Merger, Conversion, Consolidation or Succession to Business.

    Any corporation into which the Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Agent, shall be the successor of the Agent hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, with the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been authenticated and executed on behalf of the Holders, but not delivered, by the Agent then in office, any successor by merger, conversion or consolidation to such Agent may adopt such authentication and execution and deliver the Certificates so authenticated and executed with the same effect as if such successor Agent had itself authenticated and executed such Securities.

Section 7.12.  Preservation of Information; Communications to Holders.

    (a) The Agent shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders received by the Agent in its capacity as Registrar.

    (b) If three or more Holders (herein referred to as "applicants") apply in writing to the Agent, and furnish to the Agent reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders with respect to their rights under this Agreement or under the Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Agent shall mail to all the Holders copies of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Agent of the materials to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing.

Section 7.13.  No Obligations of Agent.

    Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations and shall not be subject to any liability under this Agreement in respect of the obligations of the Holder of any Security hereunder. Washington Mutual agrees, and each Holder of a Certificate, by his acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation thereunder except to the extent expressly provided in Article Five hereof. Anything in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act

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or deed that is found to be attributable to gross negligence or willful misconduct on the part of the Agent.

Section 7.14.  Tax Compliance.

    (a) Washington Mutual will comply with all applicable certification, information reporting and withholding (including "backup" withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments made with respect to the Securities or (ii) the issuance, delivery, holding, transfer, redemption or exercise of rights under the Securities. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent.

    (b) The Agent shall comply in accordance with the terms hereof with any written direction received from Washington Mutual with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 7.1(a)(2) hereof.

    (c) The Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to Washington Mutual or its authorized representative within a reasonable period of time after receipt of such request.

ARTICLE VIII
Supplemental Agreements

Section 8.1.  Supplemental Agreements Without Consent of Holders.

    Without the consent of any Holders or any other party hereto, Washington Mutual and the Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to Washington Mutual and the Agent, for any of the following purposes:

    (1) to evidence the succession of another Person to Washington Mutual, and the assumption by any such successor of the covenants of Washington Mutual herein and in the Certificates; or

    (2) to add to the covenants of Washington Mutual for the benefit of the Holders, or to surrender any right or power herein conferred upon Washington Mutual; or

    (3) to evidence and provide for the acceptance of appointment hereunder by a successor Agent; or

    (4) to cure any ambiguity, to cure, correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or to make any other provisions with respect to such matters or questions arising under this Agreement that Washington Mutual and the Agent may deem necessary or desirable, provided such action shall not adversely affect the interests of the Holders.

Section 8.2.  Supplemental Agreements With Consent of Holders; Other Fiduciaries.

    With the consent of the Holders of not less than a majority in number of the Outstanding Securities voting together as one class, by Act of said Holders delivered to Washington Mutual and the Agent, Washington Mutual, when authorized by a Board Resolution, the Trust and the Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the provisions of this Agreement or the rights of the Holders in respect of the Securities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holders of each Outstanding Security affected thereby,

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    (1) materially and adversely affect such Holder's rights under a Security; or

    (2) reduce the percentage of the Outstanding Securities the consent of whose Holders is required for any such supplemental agreement;

provided, that any modification of the Declaration or Warrant Agreement in accordance with the terms thereof shall be binding on the rights of the Holders under this Agreement without the need for any further consent.

    It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

    No agreement supplemental hereto shall modify in any way any of the rights or obligations of the Agent, the Property Trustee, the Indenture Trustee, the Warrant Agent or the Remarketing Agent without such Person's consent.

    Washington Mutual may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect.

Section 8.3.  Execution of Supplemental Agreements.

    In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Agent shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. The Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Agent's own rights, duties or immunities under this Agreement or otherwise.

Section 8.4.  Effect of Supplemental Agreements.

    Upon the execution of any supplemental agreement under this Article, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

Section 8.5.  Reference to Supplemental Agreements.

    Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any supplemental agreement pursuant to this Article may, and shall if required by the Agent, bear a notation in form approved by the Agent as to any matter provided for in such supplemental agreement. If Washington Mutual shall so determine, new Certificates so modified as to conform, in the opinion of the Agent and Washington Mutual, to any such supplemental agreement may be prepared and executed by Washington Mutual and authenticated, executed on behalf of the Holders and delivered by the Agent in exchange for Certificates representing Outstanding Securities.

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ARTICLE IX
Consolidation, Merger, Sale or Conveyance

Section 9.1.  Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions.

    Washington Mutual covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either Washington Mutual shall be the continuing corporation, or the successor (if other than Washington Mutual) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of Washington Mutual under this Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent, executed and delivered to the Agent by such corporation, and (ii) Washington Mutual or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder or under any of the Securities (including the component parts thereof).

Section 9.2.  Rights and Duties of Successor Corporation.

    In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by a successor corporation in accordance with Section 9.1, such successor corporation shall succeed to and be substituted for Washington Mutual with the same effect as if it had been named herein as Washington Mutual. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of Washington Mutual, any or all of the Certificates evidencing Securities issuable hereunder which theretofore shall not have been signed by Washington Mutual and delivered to the Agent; and, upon the order of such successor corporation, instead of Washington Mutual, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of Washington Mutual to the Agent for authentication and execution, and any Certificate evidencing Securities which such successor corporation thereafter shall cause to be signed and delivered to the Agent for that purpose. All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof.

    In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Securities thereafter to be issued as may be appropriate.

Section 9.3.  Opinion of Counsel Given to Agent.

    The Agent, subject to Sections 7.1 and 7.3, shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such consolidation, merger, sale, assignment, transfer, lease or conveyance have been met.

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ARTICLE X
Covenants

Section 10.1.  Performance Under Agreements.

    Washington Mutual covenants and agrees for the benefit of the Holders from time to time of the Securities that it will duly and punctually perform its obligations under the Warrant Agreement and the Declaration in accordance with the terms thereof and this Agreement.

Section 10.2.  Maintenance of Office or Agency.

    Washington Mutual will maintain in the Borough of Manhattan, The City of New York an office or agency where Certificates may be presented or surrendered for registration of transfer or exchange, separation or re-establishment of a Security and where notices and demands to or upon Washington Mutual in respect of the Securities and this Agreement may be served. Washington Mutual will give prompt written notice to the Agent of the location, and any change in the location, of such office or agency. If at any time Washington Mutual shall fail to maintain any such required office or agency or shall fail to furnish the Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and Washington Mutual hereby appoints the Agent as its agent to receive all such presentations, surrenders, notices and demands.

    Washington Mutual may also from time to time designate one or more other offices or agencies where Certificates may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve Washington Mutual of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. Washington Mutual will give prompt written notice to the Agent of any such designation or rescission and of any change in the location of any such other office or agency. Washington Mutual hereby designates as the place of payment for the Securities the Corporate Trust Office and appoints the Agent at its Corporate Trust Office as paying agent in such city.

Section 10.3.  Statements of Officers of Washington Mutual as to Compliance.

    Washington Mutual will deliver to the Agent, within 120 days after the end of each fiscal year of Washington Mutual (which as of the date hereof is December 31) ending after the date hereof, an Officers' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of Washington Mutual), stating whether or not to the best knowledge of the signers thereof Washington Mutual is in default in the performance and observance of any of the terms, provisions and conditions hereof, and if Washington Mutual shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

Section 10.4.  ERISA.

    Each Holder from time to time of the Security which is a Plan hereby represents that its acquisition of the Security and the holding of the same satisfies the applicable fiduciary requirements of ERISA and that it is entitled to exemption relief from the prohibited transaction provisions of ERISA and the Code in accordance with one or more prohibited transaction exemptions or otherwise will not result in a nonexempt prohibited transaction.

Section 10.5.  Statement by Officers as to Default.

    Washington Mutual shall deliver to the Agent, as soon as possible and in any event within five days after Washington Mutual becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers' Certificate

38

setting forth the details of such Event of Default or default and the action which the Washington Mutual proposes to take with respect thereto.

39

Section 10.6.  Calculation of Original Issue Discount.

    Washington Mutual shall provide to the Agent on a timely basis such information as the Agent requires to enable the Agent to prepare and file any form required to be submitted by Washington Mutual with the Internal Revenue Service and Holders of Securities relating to original discount, including, without limitation, Form 1099-OID or any successor form.

ARTICLE XI
Representations of the Agent

Section 11.1.  Representations and Warranties of the Agent.

    The initial Agent represents and warrants to the Trust and to Washington Mutual at the date of this Agreement, and each successor Agent represents and warrants to the Trust and Washington Mutual at the time of the successor Agent's acceptance of its appointment as Agent, that:

    (a) the Agent is a banking corporation duly organized, validly existing and in good standing under the laws of the State of New York, with trust powers and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Agreement;

    (b) the Agent satisfies the requirements set forth in Section 7.8;

    (c) the execution, delivery and performance by the Agent of this Agreement has been duly authorized by all necessary corporate action on the part of the Agent; this Agreement has been duly executed and delivered by the Agent and constitutes a legal, valid and binding obligation of the Agent enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law);

    (d) the execution, delivery and performance of this Agreement by the Agent does not conflict with, or constitute a breach of, the charter or by-laws of the Agent; and

    (e) no consent, approval or authorization of, or registration with or notice to, any New York State or federal banking authority is required for the execution, delivery or performance by the Agent of this Agreement.

ARTICLE XII
The Warrant Agent and The Property Trustee

Section 12.1.  Certain Duties and Responsibilities.

    (a) (1) The Warrant Agent and the Property Trustee (each, a "Party", together, the "Parties") undertake to perform, with respect to this Agreement, such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against any Party. The provisions regarding the appointment, removal, resignation, vacancies, meetings, delegation of power and merger, conversion, consolidation or succession to business applicable to such Party in the Declaration or Warrant Agreement, as to which such Person is a party, shall apply to the performance of such Persons duties and obligations hereunder.

    Without limiting the foregoing,

    (a) In the absence of bad faith or negligence on its part, any Party may, with respect to the Securities, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to such Party and conforming to the requirements of this Agreement but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to a Party, such Party shall be under a

40

duty to examine the same to determine whether or not they conform to the requirements of this Agreement.

    (b) No provision of this Agreement shall be construed to relieve any Party from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that

    (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

    (2) no Party shall be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that such Party was negligent in ascertaining the pertinent facts; and

    (3) no provision of this Agreement shall require any Party to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity is not provided to it.

    (c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Parties shall be subject to the provisions of this Section.

    (d) Any Party may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

    (e) Any request or direction of Washington Mutual mentioned herein shall be sufficiently evidenced by an Officers' Certificate, Issuer Order or Issuer Request, and any resolution of the Board of Directors of Washington Mutual may be sufficiently evidenced by a Board Resolution;

    (f)  Whenever in the administration of this Agreement any Party shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such Party (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate of Washington Mutual;

    (g) Any Party may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

    (h) No Party shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but any Party, in its discretion, may make reasonable further inquiry or investigation into such facts or matters as it may see fit, and, if such Party shall determine to make such further inquiry or investigation, it shall be given a reasonable opportunity to examine the books, records and premises of Washington Mutual, personally or by agent or attorney at the sole cost of Washington Mutual and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; and

    (i)  Any Party may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or an Affiliate and no Party shall be responsible for any misconduct or negligence on the part of any agent or attorney or an Affiliate appointed with due care by it hereunder.

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    (j)  No Party shall be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

    (k) No Party shall be deemed or have notice of any default or event of default unless an officer in the corporate trust department of such Party has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by such Party at its address identified in this Agreement, and such notice references the Securities and this Agreement.

    (l)  The rights, privileges, protections, immunities and benefits given to each Party, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, such Party in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

    (m) The recitals contained herein and in the Certificates shall be taken as the statements of Washington Mutual, and no Party assumes any responsibility for their accuracy. No Party makes any representations as to the validity or sufficiency of either this Agreement or of the Securities.

    (n) Any Party in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with Washington Mutual or any other Person with the same rights it would have if it were not a Party.

    (o) Washington Mutual agrees to pay each Party such compensation, and to reimburse each Party for such expenses, as shall be provided from time to time in the Declaration and the Warrant Agreement to which such Party is a signatory.

    (p) The provisions of this Section shall survive the termination of this Agreement.

    (q) No Party shall be accountable for the use or application by Washington Mutual of Securities or the proceeds thereof.

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    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

WASHINGTON MUTUAL, INC.
By:	/s/ FAY L. CHAPMAN Name:  Fay L. Chapman Title:  Senior Executive Vice President
THE BANK OF NEW YORK, as Agent
By:	/s/ MICHAEL PITFICK Name:  Michael Pitfick Title:  Assistant Treasurer
THE BANK OF NEW YORK, as Warrant Agent
By:	/s/ MICHAEL PITFICK Name:  Michael Pitfick Title:  Assistant Treasurer
THE BANK OF NEW YORK, as Property Trustee
By:	/s/ MICHAEL PITFICK Name: Michael Pitfick Title: Assistant Treasurer
WASHINGTON MUTUAL CAPITAL TRUST 2001
By:	/s/ DIANE L. KELLEHER Name:  Diane L. Kelleher Title:  Administrative Trustee

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EXHIBIT A

FACE OF CERTIFICATE

    "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE UNIT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE UNIT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

    UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

    THE CONSTITUENT COMPONENTS OF THIS UNIT MUST BE SEPARATED PRIOR TO TRANSFER (EXCEPT AS PART OF A UNIT) AS PROVIDED IN THE UNIT AGREEMENT."

    [THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO WASHINGTON MUTUAL OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT (IF AVAILABLE), (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN

A–1

CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE) SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS WASHINGTON MUTUAL MAY REASONABLY REQUIRE, TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]

[THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE RESALE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.]

    [PRIOR TO EXPIRATION OF THE ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT (A) TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER.]

A–2

Certificate No.:	CUSIP No.:
Number of Preferred Securities:

WASHINGTON MUTUAL, INC.
WASHINGTON MUTUAL CAPITAL TRUST 2001
Unit Security

    This Certificate certifies that Cede & Co. is the registered Holder of the number of Securities set forth above. Each Security consists of (i) beneficial ownership by the Holder of one Preferred Security (the "Preferred Security") of Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust"), having a stated liquidation amount of $50, the form of which is attached as Annex A hereto and (ii) the rights and obligations of the Holder under one Warrant to purchase shares of common stock of Washington Mutual, Inc., a Washington corporation (the "Company"), the form of which is attached as Annex B hereto. All capitalized terms used herein which are defined in the Unit Agreement (as defined on the reverse hereof) have the meaning set forth therein.

    Distributions on any Preferred Security forming part of a Security evidenced hereby, which are payable quarterly in arrears on February 1, May 1, August 1, and November 1 of each year, commencing on August 1, 2001 (a "Payment Date"), shall, subject to receipt thereof by the Agent, be paid to the Person in whose name this Certificate (or a Predecessor Certificate) is registered at the close of business on the Record Date for such Payment Date, except that the proceeds of a Remarketing will be paid to the Warrant Agent in satisfaction of each Electing Remarketing Holder's obligations to pay the Exercise Price of Warrants constituting a part of this Security.

    Distributions on the Preferred Securities will be payable at the office of the Agent in The City of New York or, at the option of Washington Mutual, by check mailed to the address of the Person entitled thereto as such address appears on the Register.

    Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

    Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Certificate shall not be entitled to any benefit under the Unit Agreement, the Warrant Agreement or the Declaration or be valid or obligatory for any purpose.

    IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed.

WASHINGTON MUTUAL, INC.
By:	Name: Title:
WASHINGTON MUTUAL CAPITAL TRUST 2001
By:	Name: Title:  Administrative Trustee

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AGENT'S CERTIFICATE OF AUTHENTICATION

    This is one of the Certificates referred to in the within mentioned Unit Agreement.

Dated:	By:	THE BANK OF NEW YORK, as Agent
	By:	Authorized Signatory

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(FORM OF REVERSE OF CERTIFICATE)

    Each Security evidenced hereby is governed by a Unit Agreement, dated as of April 30, 2001 (as may be supplemented from time to time, the "Unit Agreement"), among Washington Mutual, The Bank of New York, as unit agent (including its successors hereunder, the "Agent"), The Bank of New York, as Warrant Agent, and The Bank of New York, as Property Trustee, to which Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, Washington Mutual, and the Holders and of the terms upon which the Certificates are, and are to be, executed and delivered. Pursuant to the Unit Agreement, the rights, limitations or rights, obligations, duties and immunities of the Agent, Washington Mutual, and the Holders, and the Certificates include the rights, obligations, duties and immunities set forth in the Warrant Agreement and the Declaration, to which reference is further made for a description thereof.

    Each Security evidenced hereby consists of (i) beneficial ownership by the Holder of one Preferred Security of Washington Mutual Capital Trust 2001 having a stated liquidation amount of $50, the form of which is attached as Annex A hereto and (ii) the rights and obligations of the Holder under one Warrant to purchase shares of common stock of Washington Mutual, the form of which is attached as Annex B hereto.

    Washington Mutual may, under the circumstances described in the Declaration, cause a Remarketing of the outstanding Preferred Securities which form a part of this Security. In connection therewith, Washington Mutual will, as described in the Warrant Agreement, redeem all Warrants which form a part of this Security.

    In no event may a Holder pay the Exercise Price of a Warrant by tendering a Preferred Security. In accordance with the terms of the Declaration and the Unit Agreement, the Holder of this Certificate may pay the Exercise Price for the shares of Common Stock purchased pursuant to each Warrant constituting a part of this Security by applying the proceeds of a remarketing of the related Preferred Securities.

    A Holder of a Security who does not affirmatively elect NOT to participate in a Remarketing on or prior to 5:00 p.m. New York City time on the Business Day immediately preceding the Remarketing Date, will be deemed to have consented to participation in such Remarketing. A Holder of a Security who does not affirmatively elect on or prior to 5:00 p.m. on the Business Day preceding a Remarketing Settlement Date to exercise the Warrants related to such Security will be deemed to have consented to a redemption of such Warrants on the Remarketing Settlement Date. A Remarketing sale will be made by the Remarketing Agent pursuant to the terms of the Remarketing Agreement on the Remarketing Date.

    A holder may exercise the Warrants which form a part of the Securities evidenced by this Certificate at any time upon compliance with the procedures specified in the Warrant Agreement. A Holder of a Security evidenced by this Certificate who elects to exercise Warrants prior to the Remarketing Settlement Date shall have the right to require the Trust to exchange the related Preferred Securities for Debentures having an Accreted Value equal to the Accreted Value of such Preferred Securities and to require Washington Mutual to repurchase such Debentures on the next Required Repurchase Date which is no less than 60 days after the applicable exercise date.

    Upon receipt of notice of any meeting at which holders of Preferred Securities are entitled to vote or upon the solicitation of consents, waivers or proxies of holders of Preferred Securities, the Agent shall, as soon as practicable thereafter, mail to the Holders a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Preferred Securities entitled to vote) shall be entitled to instruct the Agent as to the

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exercise of the voting rights pertaining to the Preferred Securities constituting a part of such Holder's Security and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Security, the Agent shall abstain from voting the Preferred Security evidenced by such Security.

    Upon the liquidation of the Trust, a principal amount of the Debentures constituting the assets of the Trust and underlying the Preferred Securities equal to the aggregate Accreted Value of the Preferred Securities shall be delivered to the Agent in exchange for the Preferred Securities. Thereafter, the Holders shall have such rights and obligations with respect to the Debentures as the Holders had in respect of the Preferred Securities and any reference herein to the Preferred Securities shall be deemed to be a reference to the Debentures.

    The Certificates are issuable only in registered form and only in denominations of a single Security and any integral multiple thereof. The transfer of any Certificate will be registered and Certificates may be exchanged as provided in the Unit Agreement. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents permitted by the Unit Agreement. No service charge shall be required for any such registration of transfer or exchange, but Washington Mutual and the Agent may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. A Security shall be separable into its components, and Securities may be recreated as provided in the Unit Agreement; provided, however, this Certificate shall not represent more than 23,000,000 Securities. All such adjustments to the equivalent aggregate principal amount of this Certificate shall be duly recorded by placing an appropriate notation on the Schedule attached hereto.

    The Holder of this Certificate, by its acceptance hereof, expressly withholds any consent to the assumption (i.e., affirmance) of the Warrant Agreement or the Warrants by Washington Mutual or its trustee in the event that Washington Mutual becomes the subject of a case under the Bankruptcy Code.

    The Holder of this Certificate, by its acceptance hereof, expressly agrees to be bound by the terms and provisions of the Unit Agreement, the Warrant Agreement and the Declaration.

    Subject to certain exceptions, the provisions of the Unit Agreement may be amended with the consent of the Holders of a majority in number of the Securities.

    Washington Mutual, the Agent and its Affiliates and any agent of Washington Mutual or the Agent may treat the Person in whose name this Certificate is registered as the owner of the Security evidenced hereby for the purpose of receiving payments of distributions payable quarterly on the Preferred Securities and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither Washington Mutual, the Agent nor any such agent shall be affected by notice to the contrary.

    The Warrants shall not, prior to the exercise thereof, entitle the Holder to any of the rights of a holder of shares of Common Stock.

    A copy of the Unit Agreement, the Warrant Agreement, the Declaration, the Resale Registration Rights Agreement and all exhibits to each such agreement is available for inspection at the offices of the Agent.

    This Security shall be governed by the laws of the State of New York, without regard to principles of conflicts of law.

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ABBREVIATIONS

    The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM-	as tenants in common
UNIF GIFT MIN ACT-	------------Custodian------------
	(cust)             (minor)
	Under Uniform Gifts to Minors Act of
TEN ENT-	as tenants by the entireties
JT TEN-	as joint tenants with right of survivorship and not as tenants in common

    Additional abbreviations may also be used though not in the above list.

    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

    (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Certificates on the books of [Name of Company] with full power of substitution in the premises.

Dated:	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificates in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee:  

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[TO BE ATTACHED TO GLOBAL CERTIFICATES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

    This Global Unit shall represent 20,000,000 Securities unless otherwise indicated below.

The following increases or decreases in this Global Unit have been made:

Date
Amount of decrease in
Number of Securities
evidenced by the
Global Unit Amount of increase in
Number of Securities
evidenced by the
Global Unit Number of Securities
evidenced by this
Global Unit following
such
decrease or increase Signature of
authorized officer of
Agent

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ANNEX A

[FORM OF PREFERRED SECURITY CERTIFICATE]

    This Preferred Security is a Global Preferred Security within the meaning of the Declaration hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Clearing Agency"), or a nominee of the Clearing Agency. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Clearing Agency or its nominee only in the limited circumstances described in the Declaration, and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or another nominee of the Clearing Agency) may be registered except in limited circumstances. Unless this certificate is presented by an authorized representative of the Clearing Agency to Washington Mutual Capital Trust 2001 or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Clearing Agency (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Clearing Agency), and except as otherwise provided in the Declaration, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.(1)

(1)

Insert in Global Preferred Securities only.

CERTIFICATE EVIDENCING PREFERRED SECURITIES

of

WASHINGTON MUTUAL CAPITAL TRUST 2001

5.375% Preferred Securities

(stated liquidation amount $50 per Preferred Security)

Certificate No.:	Number of Preferred Securities
	CUSIP No.:

    Washington Mutual Capital Trust 2001, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that             (the "Holder") is the registered owner of            preferred securities of the Trust representing undivided beneficial ownership interests in the assets of the Trust designated the Preferred Securities (stated liquidation amount $50 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in the Declaration. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Preferred Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of April 30, 2001 (as the same may be amended from time to time (the "Declaration"), among Washington Mutual, Inc., as Sponsor, Diane L. Kelleher, Craig S. Davis and William A. Longbrake, as Administrative Trustees, The Bank of New York, as Property Trustee, and The Bank of New York (Delaware), as Delaware Trustee. Capitalized terms used but not defined herein shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee Agreement, dated as of April 30, 2001, between Washington Mutual, Inc., as Guarantor and The Bank of New York, as Guarantee Trustee, in respect of the Preferred Securities. The Sponsor will provide a copy of the Declaration, the Guarantee Agreement

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and the Indenture (including any supplemental indenture) to a Holder without charge upon written request to the Sponsor at its principal place of business.

    Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder.

    By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Preferred Securities as evidence of undivided indirect beneficial ownership interests in the Debentures.

    IN WITNESS WHEREOF, the Trust has executed this certificate this      day of            , 2001.

		WASHINGTON MUTUAL CAPITAL TRUST 2001
		By:
		Name:
		Administrative Trustee
PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Preferred Securities referred to in the within-mentioned Declaration.
Dated:            , 2001
THE BANK OF NEW YORK, as Property Trustee
By:
	Authorized Signatory

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred Security Certificate to:

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints                          agent to transfer this Preferred Security Certificate on the books and records of the Trust. The agent may substitute another to act for him.

Date:                        

Signature:                                     
(Sign exactly as your name appears on the Preferred Security Certificate)

Signature Guarantee*:

*

Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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SCHEDULE OF INCREASES OR DECREASES IN
GLOBAL PREFERRED SECURITY²

    This Global Preferred Security shall represent 0 Preferred Securities unless otherwise indicated below.

    The following increases or decreases in this Global Preferred Security have been made:

Date
Amount of decrease in
Number of Preferred
Securities evidenced
by this Global
Preferred Security Amount of increase in
Number of Preferred
Securities evidenced
by this Global
Preferred Security Number of Preferred
Securities evidenced
by this
Global Preferred
Security following
such
decrease or increase Signature of
authorized officer of
Agent

2.

Insert in Global Preferred Securities only.

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ANNEX B

[FORM OF WARRANT CERTIFICATE]

THE WARRANTS REPRESENTED BY THIS CERTIFICATE WERE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF A WARRANT TO PURCHASE      SHARES (SUBJECT TO ANTI-DILUTION ADJUSTMENTS) OF COMMON STOCK OF THE COMPANY AT THE EXERCISE PRICE SET FORTH IN THE BELOW-REFERENCED WARRANT AGREEMENT AND A PREFERRED SECURITY OF WASHINGTON MUTUAL CAPITAL TRUST 2001 (THE "TRUST"). THE WARRANTS AND THE PREFERRED SECURITIES MAY BE SEPARATED AND TRANSFERRED SEPARATELY, AND RE-ATTACHED, IN ACCORDANCE WITH THE PROVISIONS OF THE UNIT AGREEMENT.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT.]

[THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO WASHINGTON MUTUAL OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT (IF AVAILABLE), (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO

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CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE) SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS WASHINGTON MUTUAL MAY REASONABLY REQUIRE, TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]

[THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE RESALE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.]

[PRIOR TO EXPIRATION OF THE ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT (A) TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER.]

No. {  }	Certificate for Warrants
		CUSIP No.

Certificate for      Warrants

CUSIP No.:      

WARRANTS TO PURCHASE COMMON STOCK OF
WASHINGTON MUTUAL, INC.

    THIS CERTIFIES THAT            , or its registered assigns, is the registered holder of the number of Warrants set forth above (the "Warrants"). Each Warrant entitles the holder thereof (the "Holder"), at its option and subject to the provisions contained herein and in the Warrant Agreement referred to below, to purchase from Washington Mutual, Inc., a Washington corporation ("the

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Company"), .8054 shares (subject to certain adjustments as set forth in the Warrant Agreement) of common stock of the Company (the "Common Stock") at the Exercise Price. This Warrant Certificate shall terminate and become void, and the related Warrants shall expire, as of 5:00 p.m., New York time, on the earlier of (i) May 3, 2041 or (ii) the date the Warrants are redeemed by the Company pursuant to the terms of the Warrant Agreement, as described below (the "Expiration Date"), or upon the earlier exercise hereof as to all the shares of Common Stock subject hereto. The number of shares issuable upon exercise of the Warrants shall be subject to adjustment from time to time as set forth in the Warrant Agreement.

    This Warrant Certificate is issued under and in accordance with a Warrant Agreement dated as of April 30, 2001 (the "Warrant Agreement"), between the Company and The Bank of New York, as warrant agent (the "Warrant Agent", which term includes any successor Warrant Agent under the Warrant Agreement), and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement for a full statement of the respective rights, limitations of rights, duties and obligations of the Company, the Warrant Agent and the Holders of the Warrants. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Warrant Agreement. A copy of the Warrant Agreement may be obtained for inspection by the Holder hereof upon written request to the Warrant Agent at its address for notices specified in the Warrant Agreement.

    Subject to redemption as described below, the Holder of this Warrant Certificate shall have the right, prior to the Expiration Date, at such Holder's option, to exercise the related Warrant and purchase the Exercise Amount (subject to certain adjustments set forth in the Warrant Agreement) of Common Stock at the Exercise Price, provided that the Exercise Conditions are met as of such date. If the Warrant evidenced by this Warrant Certificate is not exercised at or before 5:00 p.m., New York time, on its Expiration Date, such Warrant shall become void, and all rights of the Holder of this Warrant Certificate hereunder and under the Warrant Agreement shall cease. The Warrant or Warrants evidenced by this Warrant Certificate may be exercised by giving notice to the Warrant Agent no later than 5:00 p.m., New York time, on the Business Day preceding the proposed date of exercise of such Warrants and completing the form of election to purchase set forth on the reverse hereof, and delivering the same, together with this Warrant Certificate (if this Warrant Certificate shall then be held in definitive form), to the Warrant Agent no later than 5:00 p.m., New York time, on the date of such exercise, together with a Cash Payment (unless, in accordance with the Warrant Agreement, a Remarketing Payment is to be made). In no event may a Holder satisfy its obligation to pay the Exercise Price by tendering Preferred Securities.

    On the date of exercise of the Warrant or Warrants evidenced by this Warrant Certificate, the Company shall issue, and the Warrant Agent shall deliver, to or upon the order of the Holder hereof, the Exercise Amount of Common Stock to which such Holder is entitled, registered in such name or names as may be directed by such Holder. The date on which this Warrant Certificate and payment are received by the Warrant Agent as aforesaid shall be deemed to be the date on which the related Warrant is exercised and the related Common Stock is issued.

    Notwithstanding anything to the contrary in this Warrant Certificate or in the Warrant Agreement, (i) no fractional shares of Common Stock shall be issued by the Company upon the exercise of any Warrant, (ii) if more than one Warrant shall be exercised at the same time by the same Holder, the number of shares of Common Stock issuable in connection with such exercise shall be computed on the basis of the aggregate Exercise Amount of the Warrants so exercised, and (iii) on the date a Holder exercises such Holder's Warrant, the Company shall pay such Holder an amount in cash equal to the then-current Market Price (multiplied by the related fraction) of Common Stock for such fractional shares, computed to the nearest whole cent.

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    If fewer than all of the Warrants evidenced by this Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, a new Warrant Certificate evidencing the number of Warrants remaining unexercised.

    The "Exercise Conditions" require that, with respect to any Warrant on any date on which such Warrant is or is proposed to be exercised by the Holder thereof, such Warrant will not be exercisable unless, at the time of exercise (i) in the case of a Holder who received Warrants in a transaction exempt from registration requirements under the Securities Act,

    (x) the sale of the shares upon exercise of the Warrants is exempt from the registration requirements of the Securities Act and such shares of Common Stock shall bear the legend set forth in Section 2.02(f) of the Warrant Agreement and

    (y) the shares have been registered, qualified or are deemed to be exempt under the securities laws of the state of residence of the exercising holder of the Warrants;

or (ii) in the case of a Holder who received Warrants transferred pursuant to an effective shelf registration statement,

    (x) a shelf registration statement covering the issuance of the Common Stock upon exercise of the Warrant is then in effect;

    (y) the shares have been registered, qualified or are deemed to be exempt under the securities laws of the state of residence of the exercising holder of the Warrants; and

    (z) a then current prospectus is delivered to exercising holders of the Warrants.

    As provided in the Warrant Agreement, the number of shares of Common Stock issuable upon the exercise of the Warrants is subject to an anti-dilution adjustment upon the happening of certain events. The Warrant Agreement also provides for certain adjustments and/or distributions in the event of certain events relating to a merger or combination of the Company, and similar events.

    Subject to satisfaction of the Exercise Conditions and certain other conditions, the Company may elect to cause a remarketing of the Preferred Securities and a contemporaneous redemption of the Warrants on the Redemption Date, for cash, in an amount equal to the Warrant Value as of the Remarketing Date, in accordance with the Warrant Agreement and related agreements.

    A Holder (i) may elect to exercise a Warrant in lieu of Redemption, if (A) such Warrant is held pursuant to the Unit Agreement, and such Holder has opted out of participating in the Remarketing, by notice given to the Warrant Agent and the Unit Agent; or (B) such Warrant is not held pursuant to the Unit Agreement, by notice given to the Warrant Agent, in each case prior to 5:00 p.m., New York time, on the Business Day prior to the related Redemption Date; and (ii) as provided in the Unit Agreement, shall be deemed to have elected to exercise such Warrant in lieu of Redemption, if such Warrant is held pursuant to the Unit Agreement and such Holder has not opted out of participating in the Remarketing. In the absence of an election to exercise a Warrant in lieu of a Redemption, including a deemed election pursuant to clause (ii) of the preceding sentence, a Holder will be deemed to have elected to have its Warrants redeemed on the Redemption Date.

    If a Holder elects or is deemed to have elected to exercise a Warrant pursuant to the preceding paragraph, then such Holder must tender the Exercise Price for such Warrant as a Cash Payment, and must follow certain procedures set forth in the Warrant Agreement; provided, however, that if (i) such Warrant is, on the Remarketing Date, held pursuant to the Unit Agreement, (ii) such Holder has not opted out of participating in the Remarketing, and (iii) a Successful Remarketing shall have occurred, then the Exercise Price of such Warrant will be deemed to have been paid by a Remarketing Payment, and the Remarketing Agent will, in connection with such Remarketing Payment, apply the proceeds of

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the Remarketing of the related Preferred Security in accordance with the terms of the Remarketing Agreement and the Unit Agreement.

    Any Warrant so redeemed or exercised will, upon such redemption or exercise, cease to be outstanding.

    If a Redemption cannot occur because of an inability, following the Company's best efforts, to satisfy the Redemption Conditions, the Company will promptly notify the Warrant Agent and each Holder (at its address specified in the Warrant Register) thereof. Such event will not constitute a default under the Warrant Agreement so long as the Company is not otherwise in violation thereof; and the Company may, under such circumstances, subsequently seek to remarket the Preferred Securities and contemporaneously redeem the Warrants.

    The Company will, contemporaneously with the giving of notice of Remarketing, furnish notice of Redemption to the Warrant Agent, which will, within two Business Days of receipt of such notice, furnish notice thereof to the Holders of Definitive Warrants, and the Company will request, not later than four nor more than 20 business days prior to the Remarketing Date, that DTC notify its Participants holding Warrants of the Remarketing.

    The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to the Warrant Agreement, but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the issuance of the Common Stock.

    This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants, in accordance with the Warrant Agreement.

    All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable.

    The holder in whose name this Warrant Certificate is registered may be deemed and treated by the Company and the Warrant Agent as the absolute owner of this Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary.

    Neither this Warrant Certificate, nor the Warrant evidenced hereby, entitles the Holder hereof to any of the rights of a shareholder of the Company.

    This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.

	WASHINGTON MUTUAL, INC.
	By:
	Name:
	Title:
DATED:
Countersigned:

A–17

THE BANK OF NEW YORK,
as Warrant Agent

By    Authorized Signatory

A–18

FORM OF ELECTION TO PURCHASE COMMON STOCK
(to be executed only upon exercise of Warrants)

WASHINGTON MUTUAL, INC.

    The undersigned hereby irrevocably elects to exercise            Warrants at an Exercise Price of $      per Warrant to acquire the Exercise Amount (as determined pursuant to the Warrant Agreement) per Warrant of Common Stock of Washington Mutual, Inc. on the terms and conditions specified within this Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein and directs that the shares of Common Stock deliverable upon such exercise be registered or placed in the name and at the address specified below and delivered thereto.

    The signature below must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed.

Dated:
	(Signature of Holder)
	(Street Address)
	(City)  (State)              (Zip Code)
	Signature Guaranteed by:
	{Signature must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-5)

    Common Stock to be issued to:

    Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

    Any unexercised Warrants represented by the Warrant Certificate to be issued to:

    Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

A–19

[TO BE ATTACHED TO GLOBAL CERTIFICATES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

    This Global Unit shall represent 0 Warrants unless otherwise indicated below.

    The following increases or decreases in this Global Unit have been made:

Date
Amount of decrease in
Number of Warrants
evidenced by the
Global Unit Amount of increase in
Number of Warrants
evidenced by the
Global Unit Number of Warrants
evidenced by this
Global Unit following
such
decrease or increase Signature of
authorized officer of
Agent

A–20

EXHIBIT B

INSTRUCTION TO DISREGARD REMARKETING

THE BANK OF NEW YORK
101 Barclay Street
Floor 21 West
New York, New York 10286

Attention: Corporate Trust Administration

Re:                Trust Preferred Income Equity Redeemable Securities (PIERS) Units ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    The undersigned Holder hereby advises you that it has elected NOT to participate in the Remarketing set forth below with respect to the corresponding number of Preferred Securities that are a component of Securities of which the undersigned is the beneficial owner:

Remarketing Settlement

Date:

Number of Preferred
Securities NOT to
Remarket:

    The notification to the Remarketing Agent to be sent by you on the Business Day immediately preceding the above Remarketing Date shall NOT include the aggregate number of Preferred Securities set forth above. Unless otherwise defined herein, terms defined in the Unit Agreement dated April 30, 2001 with Washington Mutual, Inc. and Washington Mutual Capital Trust 2001 are used

B–1

herein as defined therein. This notice is being delivered pursuant to Section 5.1 of the Unit Agreement relating to the Securities.

Date:
	Signature
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

B–2

EXHIBIT C

NOTICE OF ELECTING REMARKETING HOLDER

THE BANK OF NEW YORK
101 Barclay Street
Floor 21 West
New York, New York 10286

Attention: Corporate Trust Administration

LEHMAN BROTHERS INC.

[Address]

Attention:

Re:

                     Trust Preferred Income Equity Redeemable Securities (PIERS) Units ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is made to Washington Mutual, Inc.'s notice of Redemption dated  •  , 20      notifying Holders of the Securities of the redemption of the Warrants on  •  , 20      . This notice constitutes an election by the undersigned NOT to redeem the Warrants identified below. The undersigned hereby advises you of its election to exercise the following number of Warrants which constitute component parts of Securities beneficially owned by the undersigned:

Number of Warrants to
Be Exercised:

C–1

    Unless otherwise defined herein, terms defined in the Unit Agreement dated            , 2001 with Washington Mutual, Inc. and Washington Mutual Capital Trust II are used herein as defined therein. This notice is being delivered pursuant to Section 5.1 of the Unit Agreement.

Date:	Signature
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

C–2

EXHIBIT D

NOTICE OF CHANGE OF CONTROL REDEMPTION ELECTION

THE BANK OF NEW YORK
101 Barclay Street
Floor 21 West
New York, New York 10286

Attention: Corporate Trust Administration

Re:
               Trust Preferred Income Equity Redeemable Securities (PIERS) Units ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is made to Washington Mutual, Inc.'s notice of a Change of Control dated •, 20  . The undersigned hereby advises you of its election to have the following number of Warrants which constitute component parts of Securities beneficially owned by the undersigned redeemed as aforesaid:

Number of Warrants to Be Redeemed:
.

    Unless otherwise defined herein, terms defined in the Unit Agreement dated            , 2001 with Washington Mutual, Inc. and Washington Mutual Capital Trust 2001 are used herein as defined therein. This notice is being delivered pursuant to Section 5.3 of the Unit Agreement.

Date:
	Signature
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

D–1

EXHIBIT E

NOTICE OF CHANGE OF CONTROL EXCHANGE AND REPURCHASE

THE BANK OF NEW YORK
101 Barclay Street
Floor 21 West
New York, New York 10286

Attention: Corporate Trust Administration

Re:                Trust Preferred Income Equity Redeemable Securities (PIERS) Units ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is made to Washington Mutual, Inc.'s notice of a Change of Control dated •, 20  . The undersigned Holder hereby advises you that it has elected (i) to have the number of Preferred Securities set forth below exchanged for an equivalent Accreted Value of Debentures and (ii) to have such Debentures repurchased by Washington Mutual, Inc., or its successor, as provided in the Unit Agreement, the Declaration and the Indenture:

Number of Preferred Securities to Exchange:

Number of Debentures to Repurchase:

    Unless otherwise defined herein, terms defined in the Unit Agreement dated April  , 2001 with Washington Mutual, Inc. and Washington Mutual Capital Trust 2001 (the "Unit Agreement") are used herein as defined therein. This notice is being delivered pursuant to Section 5.3 of the Unit Agreement.

Date:
	Signature
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

C–1

EXHIBIT F

FORM OF TRANSFER CERTIFICATE (RULE 144A TO REGULATION S)

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn.: Corporate Trust Administration

Re:

                     Trust Preferred Income Equity Redeemable Securities (PIERS) Units ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is hereby made to the Unit Agreement dated as of            , 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as warrant agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    This letter relates to            amount of Units which are held in the form of [a beneficial interest in the Rule 144A Global Unit with the Depositary in the name of the undersigned] [a certificated Unit bearing the Securities Act Legend].

    The undersigned has requested a transfer of such [beneficial interest] [certificated Unit] to a Person who will take delivery thereof in the form of [a beneficial interest in the Regulation S Global Unit (ISIN No.      ) to be held with [Euroclear] [Clearstream] (Common Code      ) through the Depositary] [a certificated Unit not bearing the Securities Act Legend].

    In connection with such transfer, the undersigned does hereby certify that such transfer will be effected in accordance with the transfer restrictions set forth in the Agreement and the Units and pursuant to and in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the undersigned further certifies that:

    (a) the offer of the Units was not made to a U.S. Person (as defined under Regulation S);

    (b) [at the time the buy order was originated, the transferee was outside the United States or the undersigned and any Person acting on behalf of the undersigned reasonably believed that the transferee was outside the United States] [the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any Person acting on behalf of the undersigned knows that the transaction was prearranged with a buyer in the United States];

    (c) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

    (d) the undersigned is not an Issuer or a distributor, an affiliate of either an Issuer or a distributor, or a Person acting on behalf of any of the foregoing; and

    (e) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

F–1

    This certificate and the statements contained herein are made for the benefit of the Issuers and the Agent on behalf of the Unit holders.

		[NAME OF TRANSFEROR]
		By:
			Name: Title:
Dated:	,

cc: Washington Mutual, Inc.

F–2

EXHIBIT G

FORM OF TRANSFER CERTIFICATE (REGULATION S TO RULE 144A)

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn.: Corporate Trust Administration

Re:

                     Trust Preferred Income Equity Redeemable Securities (PIERS) Units ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is hereby made to the Unit Agreement dated as of            , 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as warrant agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    This letter relates to      of Units which are held in the form of a beneficial interest in the Regulation S Global Unit (ISIN No.      ) with the Depositary in the name of the undersigned.

    The undersigned has requested a transfer of such beneficial interest in the Units to a Person who will take delivery thereof in the form of a beneficial interest in the Rule 144A Global Unit (CUSIP No.      ).

    In connection with such transfer, the undersigned does hereby confirm that such transfer will be effected in accordance with the transfer restrictions set forth in the Indenture and the Units, and accordingly, the undersigned represents that such transfer is being made to a Person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

    This certificate and the statements contained herein are made for the benefit of the Issuers and the Agent on behalf of the Unit holders.

		[NAME OF TRANSFEROR]
		By:
			Name: Title:
Dated:	,

cc: Washington Mutual, Inc.

G–1

EXHIBIT H

FORM OF REQUEST FOR REMOVAL OF SECURITIES ACT LEGEND

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn.: Corporate Trust Administration

Re:

                     Trust Preferred Income Equity Redeemable Securities (PIERS) Units ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is hereby made to the Unit Agreement dated as of            , 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as warrant agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    This letter relates to            amount of Securities which are held in the form of [a beneficial interest in the Rule 144A Global Unit (CUSIP No.       ) with the Depositary] [[a] certificated Security(ies)] in the name of the undersigned]].

    The undersigned requests that the Securities Act Legend on such Security (ies) be removed.

    The undersigned certifies that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure that transfers of the subject Security(ies) will not violate the registration requirements of the Securities Act.

    This certificate and the statements contained herein are made for the benefit of the Issuers and the Agent Trustee on behalf of the Unit holders.

		[NAME]
		By:
			Name: Title:
Dated:	,

cc: Washington Mutual, Inc.

H–1

EXHIBIT I

Form of Certificate for Exchange or Transfer from
Restricted Regulation S Global Unit to Permanent Regulation S Global Unit

[Euroclear Bank, S.A./N.V., as operator of the Euroclear System]

[Clearstream Banking, S.A.]

    Re: Washington Mutual, Inc. and Washington Mutual Capital Trust 2001 $1,000,000,000 Trust Preferred Income Equity Redeemable Securities (PIERS Units)

CUSIP No.      ] [ISIN:      ]

    Reference is made to the PIERS Units issued by Washington Mutual, Inc. and Washington Mutual Capital Trust 2001 (the "Issuers") pursuant to a Unit Agreement dated as of             , 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as warrant agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    [For purposes of acquiring a beneficial interest in the Permanent Regulation S Global Unit upon the expiration of the Restricted Period,][For purposes of receiving payments under the Restricted Regulation S Global Note](3), the undersigned holder of a beneficial interest in the Restricted Regulation S Global Note issued under the Agreement certifies that it is not a U.S. Person as defined by Regulation S under the United States Securities Act of 1933, as amended.

(3)

Select, as applicable.

    We undertake to advise you promptly by telex or other electronic transmission on or prior to the date on which you intend to submit your corresponding certification relating to the securities held by you if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certificate applies as of such date.

    We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and benefit of the Agent Trustee, the Initial Purchaser and the Issuers.

Dated:	,
By:	as, or as agent for, the holder of a beneficial interest in the securities to which this certificate relates.

H–2

QuickLinks

Exhibit 4.4
TABLE OF CONTENTS
RECITALS
W I T N E S S E T H
ARTICLE I Definitions and Other Provisions of General Applications
ARTICLE II Certificate Forms
ARTICLE III The Securities
ARTICLE IV The Preferred Securities
ARTICLE V Remarketing and Redemption; Early Exercise
ARTICLE VI Remedies
ARTICLE VII The Agent
ARTICLE VIII Supplemental Agreements
ARTICLE IX Consolidation, Merger, Sale or Conveyance
ARTICLE X Covenants
ARTICLE XI Representations of the Agent
ARTICLE XII The Warrant Agent and The Property Trustee
EXHIBIT A
FACE OF CERTIFICATE
WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 Unit Security
AGENT'S CERTIFICATE OF AUTHENTICATION
(FORM OF REVERSE OF CERTIFICATE)
ABBREVIATIONS
[TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE
ANNEX A
[FORM OF PREFERRED SECURITY CERTIFICATE]
CERTIFICATE EVIDENCING PREFERRED SECURITIES of WASHINGTON MUTUAL CAPITAL TRUST 2001 5.375% Preferred Securities (stated liquidation amount $50 per Preferred Security)
ASSIGNMENT
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL PREFERRED SECURITY²
ANNEX B
[FORM OF WARRANT CERTIFICATE]
WARRANTS TO PURCHASE COMMON STOCK OF WASHINGTON MUTUAL, INC.
FORM OF ELECTION TO PURCHASE COMMON STOCK (to be executed only upon exercise of Warrants) WASHINGTON MUTUAL, INC.
[TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE
EXHIBIT B
INSTRUCTION TO DISREGARD REMARKETING
EXHIBIT C
NOTICE OF ELECTING REMARKETING HOLDER
EXHIBIT D
NOTICE OF CHANGE OF CONTROL REDEMPTION ELECTION
EXHIBIT E
NOTICE OF CHANGE OF CONTROL EXCHANGE AND REPURCHASE
EXHIBIT F
FORM OF TRANSFER CERTIFICATE (RULE 144A TO REGULATION S)
EXHIBIT G
FORM OF TRANSFER CERTIFICATE (REGULATION S TO RULE 144A)
EXHIBIT H
FORM OF REQUEST FOR REMOVAL OF SECURITIES ACT LEGEND
EXHIBIT I
Form of Certificate for Exchange or Transfer from Restricted Regulation S Global Unit to Permanent Regulation S Global Unit

EX-4.5

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Exhibit 4.5

WASHINGTON MUTUAL, INC.

and

THE BANK OF NEW YORK,
Warrant Agent

WARRANT AGREEMENT

Dated as of April 30, 2001

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS
Section 1.01	Defined Terms	1
Section 1.02	Interpretive Provisions	6
ARTICLE II ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES
Section 2.01	Issuance of Warrants	7
Section 2.02	Form, Denomination and Execution of Warrant Certificates	7
Section 2.03	Issuance and Delivery of Warrant Certificates	11
Section 2.04	Lost, Stolen, Destroyed or Mutilated Warrant Certificates	11
Section 2.05	Payment of Certain Taxes	12
Section 2.06	Holders of Warrants; Rights of Holders	12
ARTICLE III DURATION AND EXERCISE OF WARRANTS
Section 3.01	Duration of Warrants	12
Section 3.02	Exercise of Warrants	13
Section 3.03	Redemption of Warrants	14
Section 3.04	Redemption Procedures	14
ARTICLE IV ANTI-DILUTION PROVISIONS
Section 4.01	Warrant Adjustments	15
Section 4.02	Merger, Consolidation, Sale, Transfer or Conveyance; Change of Control	21
Section 4.03	Other Events	22
Section 4.04	Notice of Adjustment	23
Section 4.05	Notice of Certain Transactions	23
Section 4.06	Adjustment to Warrant Certificate	23
ARTICLE V EXCHANGE AND TRANSFER OF WARRANTS
Section 5.01	Warrant Register; Exchange and Transfer of Warrants	24
Section 5.02	Special Transfer Provisions	25
Section 5.03	Treatment of Holders of Warrant Certificates	28
Section 5.04	Cancellation of Warrant Certificates	28
ARTICLE VI CONCERNING THE WARRANT AGENT
Section 6.01	Warrant Agent	28
Section 6.02	Conditions of Warrant Agent's Obligations	28
Section 6.03	Resignation and Removal; Appointment of Successor	30
Section 6.04	Compliance With Applicable Laws	31
Section 6.05	Office	31

ARTICLE VII COVENANTS
Section 7.01	Financial Statements and Reports of the Company	31
Section 7.02	Notices and Demands to the Company and Warrant Agent	32
Section 7.03	Governmental Approvals	32
Section 7.04	Satisfaction of Exercise Conditions	32
Section 7.05	Reservation of Shares	32
ARTICLE VIII MISCELLANEOUS
Section 8.01	Supplements and Amendments	32
Section 8.02	Addresses for Notices	33
Section 8.03	Governing Law	33
Section 8.04	Persons Having Rights Under Warrant Agreement	33
Section 8.05	Headings	33
Section 8.06	Counterparts	33
Section 8.07	Inspection of Agreement	33

ii

    THIS WARRANT AGREEMENT, dated as of April 30, 2001, between Washington Mutual, Inc., a Washington corporation (the "Company"), and The Bank of New York, a New York banking corporation, as warrant agent (the "Warrant Agent").

RECITALS:

    WHEREAS, the Company proposes to issue warrants (the "Warrants") representing the right to purchase, under certain circumstances described herein, Common Stock (as defined herein); and

    WHEREAS, the Company desires that the Warrant Agent act on behalf of the Company in connection with the issuance of the Warrants as provided herein and the Warrant Agent is willing to so act; and

    WHEREAS, the Company has duly authorized the execution and delivery of this Warrant Agreement to provide for the issuance of Warrants to be exercisable at such times and for such prices, and to have such other provisions, as shall be hereinafter provided; and

    WHEREAS, the Company and the Trust are entering into a unit agreement (the "Unit Agreement") with, among others, The Bank of New York, as unit agent (the "Unit Agent"), whereby the Units, which will each consist of a Preferred Security and a Warrant, will be issued;

    NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

    Section 1.01  Defined Terms.  Whenever used in this Warrant Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Unit Agreement or the Declaration, as the case may be.

    "Applicable Procedures" shall mean, with respect to any transfer or exchange of or for the beneficial interests in the Global Certificate, the rules and procedures of the Depositary that apply to such transfer or exchange.

    "Board of Directors" shall mean the board of directors of the Company.

    "Board Resolution" shall mean a resolution duly adopted by the Board of Directors, a copy of which, certified by the Secretary or an Assistant Secretary of the Company to be in full force and effect on the date of such certification, shall have been delivered to the Warrant Agent.

    "Book-Entry Warrant" shall mean a Warrant evidenced by a Global Certificate.

    "Business Day" shall mean any day other than a Saturday or a Sunday that is not a day on which banking institutions in The Borough of Manhattan, The City of New York, Seattle, Washington or Wilmington, Delaware are authorized or required by law, regulation or executive order to close.

    "Calculation Agent" shall have the meaning ascribed thereto in Section 6.02(l).

    "Cash Payment" shall mean, with respect to any Warrant, the payment by the Holder thereof of the Exercise Price of such Warrant in lawful money of the United States of America, in cash or by certified or official bank check to the Warrant Agent, or by wire transfer to the account indicated to such Holder by the Warrant Agent, as designated by the Company by notice to the Warrant Agent.

    "Cede" shall mean Cede & Co., the nominee of DTC.

1

    "Change of Control" shall have the meaning ascribed thereto in the Unit Agreement.

    "Change of Control Notice Date" shall have the meaning ascribed thereto in Section 4.02(b).

    "Change of Control Redemption" shall have the meaning ascribed thereto in Section 4.02(b).

    "Change of Control Redemption Date" shall have the meaning ascribed thereto in Section 4.02(b).

    "Change of Control Redemption Right" shall have the meaning ascribed thereto in Section 4.02(b).

    "Closing Price" of any security on any date of determination shall mean:

     (i) the closing sale price (or, if no closing sale price is reported, the last reported sale price) of such security on the New York Stock Exchange on such date;

    (ii) if such security is not listed for trading on the New York Stock Exchange on any such date, the closing sale price as reported in the composite transactions for the principal U.S. securities exchange on which such security is so listed;

    (iii) if such security is not so listed on a U.S. national or regional securities exchange, the closing sale price as reported by the NASDAQ National Market;

    (iv) if such security is not so reported, the last quoted bid price for such security in the over-the-counter market as reported by the National Quotation Bureau or similar organization; or

    (v) if such bid price is not available, the average of the mid-point of the last bid and ask prices of such security on such date from at least three nationally recognized independent investment banking firms retained for such purpose by the Company.

    "Common Stock" shall mean the common stock of the Company.

    "Conditions to a Remarketing" shall mean the conditions to a Remarketing specified in the Declaration and the Remarketing Agreement. A Failed Remarketing shall not be considered an inability to satisfy the Conditions to a Remarketing.

    "Date of Determination" shall mean, with respect to the Exercise Price of a Warrant (i) in connection with a Redemption of such Warrant or an exercise of such Warrant in lieu of Redemption pursuant to Section 3.03, the end of the day preceding the Remarketing Date, and (ii) otherwise, the date of exercise (or, in the case of a determination of the Warrant Value pursuant to Section 4.02(b), the date of redemption) of such Warrant.

    "Declaration" shall mean the amended and restated declaration of trust of the Trust.

    "Definitive Warrant" shall mean a Warrant Certificate in definitive, registered form.

    "Discount" shall mean $17.67.

    "DTC" shall mean The Depository Trust Company, and its successors.

    "Ex Date" shall mean:

     (i) with respect to any issuance or distribution, the first date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution;

    (ii) with respect to any subdivision or combination of shares of Common Stock, the first date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective, and

2

    (iii) with respect to any tender or exchange offer, the first date on which the Common Stock trades regular way on such exchange or in such market after the Tender Expiration Time of such offer.

    "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

    "Exercise Amount" shall mean .8054; provided, that such amount may be subject to adjustment as provided in Article IV.

    "Exercise Conditions" shall mean, with respect to any Warrant on any date on which such Warrant is to be exercised by the Holder thereof, (i) in the case of a Holder who received warrants in a transaction exempt from registration requirements under the Securities Act:

    (a) the sale of the Common Stock upon exercise of the warrants shall be exempt from the registration requirements of the Securities Act and such shares of Common Stock shall bear the legend set forth in Section 2.02(f) and

    (b) the shares have been registered, qualified or are deemed to be exempt under the securities laws of the state of residence of the exercising Holder

or (ii) in the case of a Holder who received warrants transferred pursuant to an effective shelf registration statement, that:

    (a) the Company shall have a registration statement in effect covering the issuance of the related Exercise Amount of Common Stock upon exercise of such Warrant;

    (b) such shares of Common Stock have been registered, qualified or are deemed to be exempt under the securities laws of the state of residence of the exercising Holder; and

    (c) a then current prospectus relating to the Common Stock shall be delivered to such exercising Holder.

    "Exercise Price" shall mean, with respect to a Warrant as of any date, $32.33, plus the accrual of Discount calculated from April 30, 2001 to the Date of Determination, at the all-in yield of 8.48% per annum on a quarterly bond equivalent yield basis using a 360-day year of twelve 30-day months until such sum equals $50 on May 1, 2041, less $0.6719 per quarter.

    "Expiration Date" shall mean, with respect to any Warrant, the earlier of 5:00 p.m., New York time, on (i) May 3, 2041, subject to the provisions of Section 3.01, and (ii) the Redemption Date.

    "Failed Remarketing" shall mean the inability of the Remarketing Agent by 4:00 p.m., New York time, on the Remarketing Date, to remarket, pursuant to the Remarketing Agreement, all of the Preferred Securities deemed tendered for purchase.

    "Fair Market Value" shall mean the amount which a willing buyer would pay a willing seller in an arm's length transaction.

    "Global Warrants" shall have the meaning set forth in Section 2.02(a).

    "Holder" shall mean, with respect to a Warrant Certificate at any date, (i) if such Warrant Certificate is not held pursuant to the Unit Agreement, the person or persons in whose name such Warrant Certificate shall then be registered as set forth in the Warrant Register maintained by the Warrant Agent pursuant to Section 5.01(a) for such purpose or (ii) if such Warrant is held pursuant to the Unit Agreement, the person or persons in whose name the related Unit is registered as set forth in the Unit Register.

    "Initial Purchaser" means Lehman Brothers Inc.

3

    "Market Capitalization" shall mean, with respect to the Company as of any date, the product of (i) the Market Price of shares of Common Stock as of such date and (ii) the number of shares of Common Stock outstanding (excluding treasury shares) as of such date.

    "Market Price" shall mean the average of the daily Closing Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the date in question; provided, however, that if:

     (i) the Ex Date for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Exercise Amount pursuant to Section 4.01 (a), (b), (c), (d), (e) or (f) occurs during such ten consecutive Trading Days, the Closing Price for each Trading Day prior to the Ex Date for such other event shall be adjusted by multiplying such Closing Price by the same fraction by which the Exercise Amount is so required to be adjusted as a result of such other event;

    (ii) the Ex Date for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Exercise Amount pursuant to Section 4.01 (a), (b), (c), (d), (e) or (f) occurs on or after the Ex Date for the issuance or distribution requiring such computation and prior to the day in question, the Closing Price for each Trading Day on and after the Ex Date for such other event shall be adjusted by multiplying such Closing Price by the reciprocal of the fraction by which the Exercise Amount is so required to be adjusted as a result of such other event; and

    (iii) the Ex Date for the issuance or distribution requiring such computation is prior to the day in question, after taking into account any adjustment required pursuant to clause (i) or (ii) above, the Closing Price for each Trading Day on or after such Ex Date shall be adjusted by adding thereto the amount of any cash and the Fair Market Value (as determined by the Board of Directors in a manner consistent with any determination of such value for purposes of Section 4.01 (d) or (f), whose determination shall be conclusive and set forth in a Board Resolution) of the evidences of indebtedness, shares of capital stock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such Ex Date.

    For purposes of any computation under Section 4.01 (f), the Market Price of the Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of Common Stock for such day and the next two succeeding Trading Days; provided, however, that if the Ex Date for any event (other than the tender offer requiring such computation) that requires an adjustment to the Exercise Amount pursuant to Section 4.01 (a), (b), (c), (d), (e) or (f) occurs on or after the Tender Expiration Time for the tender or exchange offer requiring such computation and prior to the day in question, the Closing Price for each Trading Day on and after the Ex Date for such other event shall be adjusted by multiplying such Closing Price by the reciprocal of the fraction by which the Exercise Amount is so required to be adjusted as a result of such other event.

    "Non-Electing Share" shall have the meaning ascribed thereto in Section 4.02(a).

    "Participant" shall have the meaning set forth in Section 5.01(e).

    "Purchased Shares" shall have the meaning set forth in Section 4.01(f).

    "Record Date" shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

    "Redemption" shall mean a redemption of the Warrants pursuant to Sections 3.03 and 3.04.

4

    "Redemption Conditions" shall mean, with respect to any proposed Redemption, that (i) as of the date on which the Company elects to redeem the Warrants and on the Redemption Date, the Exercise Conditions shall be satisfied (provided, however, that clause (iii) of the definition of "Exercise Conditions" need only be satisfied on the Redemption Date), (ii) on the Redemption Date, the Company shall have complied with all other applicable laws and regulations, if any (including, without limitation, the Securities Act), necessary to permit the redemption of the Warrants, and (iii) in the case of a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Company shall have satisfied the applicable conditions to a Remarketing set forth in the Declaration and the Remarketing Agreement.

    "Redemption Date" shall mean the Remarketing Settlement Date for the contemporaneous Remarketing of Preferred Securities.

    "Reference Period" shall have the meaning set forth in Section 4.01(d).

    "Regulation S" has the meaning given to it in Section 2.1.

    "Regulation S Global Warrant" has the meaning given to it in Section 2.1.

    "Regulation S Permanent Global Warrant" has the meaning given to it in Section 2.1.

    "Remarketing Payment" shall mean, with respect to any Warrant that is held pursuant to the Unit Agreement, the application of the proceeds of the Remarketing of the related Preferred Security in an amount equal to the Exercise Price of such Warrant in accordance with the Remarketing Agreement and the Unit Agreement.

    "Resale Registration Rights Agreement" means the Resale Registration Rights Agreement dated April 30, 2001 among the Company, the Trust and the Initial Purchaser.

    "Restricted Period" has the meaning given to it in Section 2.1.

    "Restricted Regulation S Global Warrant" has the meaning given to it in Section 2.1.

    "Rule 144A" has the meaning given to it in Section 2.1.

    "Rule 144 Global Warrant" has the meaning given to it in Section 2.1.

    "Securities Act" shall mean the Securities Act of 1933, as amended.

    "Securities Act Legend" means, with respect to a Security prior to the registration thereof under the Securities Act, the applicable legend(s) appearing in Section 2.1(b).

    "Successful Remarketing" shall mean, with respect to any Redemption Date, the contemporaneous settlement scheduled to occur on such Redemption Date of the Remarketing that commenced on the Remarketing Date.

    "Tender Expiration Time" shall have the meaning set forth in Section 4.01(f).

    "Trading Day" shall mean:

     (i) if the applicable security is listed or admitted for trading on the New York Stock Exchange or another national security exchange, a day on which the New York Stock Exchange or such other national security exchange is open for business;

    (ii) if the applicable security is quoted on the NASDAQ National Market, a day on which trades may be made thereon; or

    (iii) if the applicable security is not so listed, admitted for trading or quoted, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

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    "Trading Price" of a security on any date of determination means:

     (i) the closing sale price (or, if no closing sale price is reported, the last reported sale price) of such security (regular way) on the New York Stock Exchange on that date;

    (ii) if such security is not so listed on the New York Stock Exchange, the closing sale price as reported on that date in the composite transactions for the principal U.S. securities exchange on which such security is listed;

    (iii) if such security is not listed on the New York Stock Exchange or any other U.S. national or regional securities exchange on that date, the closing sale price as reported on that date by the Nasdaq National Market;

    (iv) if such security is not so listed on a U.S. national or regional securities exchange or quoted on the Nasdaq National Market on that date, the last price quoted by Interactive Data Corporation for that security on the date or, if Interactive Data Corporation is not quoting such price, a similar quotation service selected by the Company;

    (v) if such security is not so quoted, the average mid-point of the last bid and ask prices for such security on that date from at least two dealers recognized as market-makers for such security selected by the Company for this purpose; or

    (vi) if such security is not so quoted, the average of the last bid and ask prices for such security on that date from a dealer engaged in the trading of such securities selected by the Company for this purpose.

    "Trigger Event" shall have the meaning ascribed thereto in Section 4.01(d).

    "Trust" shall mean Washington Mutual Capital Trust 2001.

    "Unit Agent" shall have the meaning set forth in the Recitals.

    "Unit Agreement" shall have the meaning set forth in the Recitals.

    "Unit Register" shall mean the register to be maintained by the Unit Agent pursuant to the Unit Agreement.

    "Warrant" shall have the meaning set forth in the Recitals.

    "Warrant Certificate" shall mean each registered certificate (including, without limitation, the Global Warrants) issued by the Company pursuant to this Warrant Agreement evidencing a Warrant, substantially in the form of Exhibit A hereto.

    "Warrant Register" shall have the meaning set forth in Section 5.01(a).

    "Warrant Value" shall mean, with respect to any Warrant as of any date, $50 less the Exercise Price.

    Section 1.02  Interpretive Provisions.  With respect to all terms in this Warrant Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other gender; references to "writing" include printing, typing, lithography, and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Indenture; references to "persons" include their permitted successors and assigns; and the term "including" means "including without limitation." All references herein to Articles, Sections, Subsections and Exhibits are references to Articles, Sections, Subsections and Exhibits contained in or attached to this Warrant Agreement unless otherwise specified, and each such Exhibit is part of the terms hereof.

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ARTICLE II

ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY
OF WARRANT CERTIFICATES

    Section 2.01  Issuance of Warrants.  The Company hereby issues the Warrants described herein, each of which evidences the right of the Holder thereof, under the terms and conditions provided for herein and in the related Warrant Certificate, to purchase the Exercise Amount (subject to adjustment as provided in Article IV) of fully paid and non-assessable shares of Common Stock at the Exercise Price. Each Warrant shall be, after issuance thereof, separately transferable from the Preferred Security which, together with such Warrant, comprises the related Unit.

    Section 2.02  Form, Denomination and Execution of Warrant Certificates.

    (a) Upon the execution and delivery of this Agreement, the Warrants will be issued as a component of a Unit, in definitive, fully registered form (the "Global Unit Certificate"), substantially in the form set forth in Exhibit A of the Unit Agreement. In addition, Warrants offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more permanent global warrants in registered form without interest coupons, in substantially the form set forth in Exhibit A (a "Rule 144A Global Warrant"), deposited with the Warrant Agent, as custodian for DTC, as Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate principal amount of the Rule 144A Global Warrants may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, as hereinafter provided.

    Warrants offered and sold in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued initially in the form of one or more global warrants in registered form without interest coupons, in substantially the form set forth in Exhibit A (a "Restricted Regulation S Global Warrant"), which shall be deposited with the Warrant Agent, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The one-year restricted period (as defined in Regulation S, the "Restricted Period") for any Warrant shall be terminated upon the receipt by the Warrant Agent of

(i)

a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the interests in the Restricted Regulation S Global Warrant (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Warrant), and



(ii)

an Officers' Certificate from the Company.

    Following the termination of the Restricted Period, beneficial interests in a Restricted Regulation S Global Warrant shall be exchanged for beneficial interests in one or more permanent global warrants in registered form without interest coupons, in substantially the form set forth in Exhibit A (a "Regulation S Permanent Global Warrant" and collectively with the Restricted Regulation S Global Warrant, the "Regulation S Global Warrants") pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Warrants, the Agent shall cancel the Restricted Regulation S Global Warrants with respect to such series. The aggregate principal amount of the Restricted Regulation S Global Warrants of each series and the Regulation S Permanent Global Warrants of each series may from time to time be increased or decreased by adjustments made on the

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records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

    The Rule 144A Global Warrants, the Restricted Regulation S Global Warrants and the Regulation S Permanent Global Warrants are collectively referred to herein as the "Global Warrants."

    The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in the Restricted Regulation S Global Warrants and the Regulation S Global Warrants that are held by Participants through Euroclear or Clearstream. Each Warrant Certificate, upon issuance, shall be dated the date hereof and may have such letters, numbers or other identifying marks and such legends or endorsements printed, lithographed or engraved thereon as are not inconsistent with the provisions of this Warrant Agreement, or as may be required to comply with any applicable law, rule or regulation, or to conform to usage, as the officer of the Company executing the same may approve (such officer's execution thereof to be conclusive evidence of such approval), and shall bear the legends required by paragraph (e) below. Each Warrant Certificate shall evidence one or more Warrants. Upon the execution and delivery of this Agreement, the Global Warrant shall represent no outstanding Warrants, as specified in the "Schedule of Exchanges of Interests of Global Warrant" attached thereto or otherwise in accordance with the Applicable Procedures, and the Global Unit Certificate shall represent 20,000,000 outstanding Warrants, as specified in the "Schedule of Exchanges of Interests of Global Warrant" attached thereto or otherwise in accordance with the Applicable Procedures. Thereafter, each of the Global Warrant and the Global Unit Warrant shall represent such outstanding Warrants as shall be specified in the "Schedule of Exchanges and Interests in Global Warrant" attached to such certificate or otherwise in accordance with the Applicable Procedures.

    (b) The Warrant Certificates shall be signed in the name and on behalf of the Company by its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its President, any Executive Vice President, any Senior Vice President or its Treasurer, and by its Secretary or an Assistant Secretary. Such signatures may be manual or facsimile signatures of the present or any future holder of any such office and may be imprinted or otherwise reproduced on the Warrant Certificates.

    (c) No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be deemed issued or exercisable, until such Warrant Certificate has been countersigned by the manual or facsimile signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder.

    (d) In case any officer of the Company who shall have signed any Warrant Certificate either manually or by facsimile signature shall cease to be such officer before the Warrant Certificate so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Warrant Agreement such person was not such an officer.

    (e) Every Global Warrant, executed on behalf of the Holders and delivered hereunder shall bear a legend in substantially the following form:

"THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE UNIT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE

8

"DEPOSITARY"), OR A NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE UNIT AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN.

    Unless and until the Warrants have been registered as contemplated in the Resale Registration Rights Agreement, or otherwise, every certificate authenticated, executed and delivered hereunder shall bear a legend in substantially the following form:

THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO WASHINGTON MUTUAL OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT (IF AVAILABLE), (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN

9

CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE) SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS WASHINGTON MUTUAL MAY REASONABLY REQUIRE, TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE RESALE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.

    Each Restricted Regulation S Global Warrant shall bear the following legend on the face thereof:

PRIOR TO EXPIRATION OF THE ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT (A) TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER.

    (f)  Each certificate representing Common Stock issued upon exercise of the Warrants bearing the foregoing legend will bear the following legend (unless such Common Stock has been sold pursuant to a registration statement that has been declared effective under the Securities Act):

THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT UNTIL THE EXPIRATION OF TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE COMMON STOCK EVIDENCED HEREBY, (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EXCEPT (A) TO WASHINGTON MUTUAL OR ANY SUBSIDIARY THEREOF (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) (C) PURSUANT TO OFFERS AND SALES

10

TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; (2) PRIOR TO ANY SUCH TRANSFER OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(D) ABOVE, IT WILL FURNISH TO SUCH TRANSFER AGENT (OR ANY SUCCESSOR TRANSFER AGENT, AS APPLICABLE) SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS WASHINGTON MUTUAL MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE 1(D) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

    Section 2.03  Issuance and Delivery of Warrant Certificates.  (a) Upon the execution and delivery of this Agreement, the Company shall deliver one or more Global Certificates executed by the Company to the Warrant Agent for countersignature. Except as provided in the following sentence, the Warrant Agent shall thereupon countersign such Warrant Certificates and deliver the same to DTC. Subsequent to the original issuance, the Warrant Agent shall countersign new Warrant Certificates only if such Warrant Certificates are issued in exchange or substitution for one or more previously countersigned Warrant Certificates or in connection with their transfer, as hereinafter provided.

    (b)  Temporary Warrant Certificates.  Pending the preparation of Definitive Warrants, the Company may execute, and upon the order of the Company the Warrant Agent shall countersign and deliver, temporary Warrant Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the tenor of the Definitive Warrants in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officer executing such Warrant Certificates may determine, as evidenced by such officer's execution of such Warrant Certificates.

    If temporary Warrant Certificates are issued, the Company will cause Definitive Warrants to be prepared without unreasonable delay. After the preparation of Definitive Warrants, the temporary Warrant Certificates shall be exchangeable for Definitive Warrants upon surrender of the temporary Warrant Certificates at the corporate trust office of the Warrant Agent, without charge to the Holder thereof. Upon surrender for cancellation of any one or more temporary Warrant Certificates, the Company shall execute and the Warrant Agent shall countersign and deliver in exchange therefor Definitive Warrants representing the same aggregate number of Warrants. Until so exchanged, the temporary Warrant Certificates shall in all respects be entitled to the same benefits under this Warrant Agreement as Definitive Warrants.

    Section 2.04  Lost, Stolen, Destroyed or Mutilated Warrant Certificates.  Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and of indemnity (other than in connection with any mutilated Warrant Certificates surrendered to the Warrant Agent for cancellation) reasonably satisfactory to them, the Company shall execute, and Warrant Agent shall countersign and deliver, in exchange for or in lieu of each lost, stolen, destroyed or mutilated Warrant Certificate, a

11

new Warrant Certificate evidencing a like number of Warrants of the same title. Upon the issuance of a new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection therewith and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall represent a contractual obligation of the Company, whether or not such lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Warrant Agreement equally and proportionately with any and all other Warrant rights and remedies with respect to the replacement of lost, stolen, destroyed or mutilated Warrant Certificates.

    Section 2.05  Payment of Certain Taxes.  The Company shall pay all stamp and other duties, if any, to which this Warrant Agreement or the original issuance of the Warrants or Warrant Certificates may be subject under the laws of the United States of America or any state or locality.

    Section 2.06  Holders of Warrants; Rights of Holders.

    (a) At any time that a Warrant is held pursuant to the Unit Agreement, the Company shall, or shall cause the Unit Registrar to, make available to the Warrant Agent at all times such information as to holders of Units as may be necessary to keep the Warrant Register up to date.

    (b) No Warrant or Warrant Certificate shall entitle the Holder thereof to any of the rights, preferences and privileges of a holder of Common Stock, including without limitation any dividend, voting, redemption, conversion, exchange or liquidation rights.

    (c) Any Holder may, without the consent of the Warrant Agent, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its right to exercise its Warrants as provided in the related Warrant Certificates and this Warrant Agreement.

ARTICLE III

DURATION AND EXERCISE OF WARRANTS

    Section 3.01  Duration of Warrants.  (a) Each Warrant shall be exercisable on any date prior to the Expiration Date by the Holder thereof at the Exercise Price for such date, provided that the Exercise Conditions are met as of such date. Each Warrant not exercised at or before 5:00 p.m., New York time, on its Expiration Date shall become void, and all rights of the Holder of such Warrant under the related Warrant Certificate and under this Agreement shall cease.

    (b) Notwithstanding Section 3.01(a), the May 3, 2041 expiration date will be extended if, during the 90 days immediately preceding the scheduled expiration date, the Company:

(i)

was required to but did not maintain an effective registration statement under the Securities Act with respect to the maximum number of shares of Common Stock underlying the Warrants;



(ii)

did not maintain the registration or qualification of the shares of Common Stock underlying the Warrants under the applicable state securities laws; or



(iii)

was required to but did not deliver a then current prospectus to exercising Holders of the Warrants.

    In any of those events, the expiration date will extend to the first date after the May 3, 2041 after which the Company has for a 90-day period (1) maintained an effective registration statement under

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the Securities Act, (2) maintained the registration or qualification under the applicable state securities laws and (3) delivered a then current prospectus to exercising Holders of the Warrants.

    Section 3.02  Exercise of Warrants.

    (a) Subject to Section 3.03 and Article IV, the Holder of a Warrant shall have the right, prior to the Expiration Date, at such Holder's option, to exercise such Warrant and purchase the Exercise Amount of Common Stock at the Exercise Price. A Warrant may be exercised by giving notice to the Warrant Agent no later than 5:00 p.m. New York time on the Business Day preceding the proposed date of exercise of such Warrant and completing the form of election to purchase set forth on the reverse side of such Warrant Certificate, and delivering the same, together with the related Warrant Certificate (in the case of Definitive Warrants), to the Warrant Agent no later than 5:00 p.m., New York time, on the date of such exercise, together with a Cash Payment (unless, in accordance with Section 3.03(c), a Remarketing Payment is to be made). In no event may a Holder satisfy its obligation to pay the Exercise Price by tendering Preferred Securities.

    (b) On the date of exercise of a Warrant, the Company shall issue, and the Warrant Agent shall deliver, to or upon the order of the Holder of such Warrant, the Exercise Amount of Common Stock to which such Holder is entitled, registered in such name or names as may be directed by such Holder. The date on which such Warrant Certificate and payment are received by the Warrant Agent as aforesaid shall be deemed to be the date on which the related Warrant is exercised and the related Common Stock is issued. Notwithstanding anything to the contrary in this paragraph (b), (i) no fractional shares of Common Stock shall be issued by the Company upon the exercise of any Warrant, (ii) if more than one Warrant shall be exercised at the same time by the same Holder, the number of shares of Common Stock issuable in connection with such exercise shall be computed on the basis of the aggregate Exercise Amount of the Warrants so exercised, and (iii) on the date a Holder exercises such Holder's Warrant, the Company shall pay such Holder an amount in cash equal to the then-current Market Price (multiplied by the related fraction) of Common Stock for such fractional shares, computed to the nearest whole cent.

    (c) If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, a new Warrant Certificate evidencing the number of Warrants remaining unexercised.

    (d) The Warrant Agent shall deposit all funds received by it in connection with a Cash Payment of the Exercise Price into the account of the Company maintained with it for such purpose by notice in writing to the Warrant Agent, and shall notify the Company by telephone by 5:00 p.m., New York time, of each day on which a Cash Payment of the Exercise Price for Warrants is so deposited of the amount of such deposit into its account. The Warrant Agent shall promptly confirm such notice in writing to the Company.

    (e) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrants exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Common Stock to which such Holder is entitled upon such exercise, and (iii) such other information as the Company shall reasonably require. Such notice may be given by telephone to be promptly confirmed in writing.

    (f)  The Company shall pay all documentary stamp taxes attributable to the initial issuance of Warrants or to the issuance of Common Stock to the registered Holder of such Warrants upon exercise thereof; provided, however, that such Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Common Stock; and in the event that any such transfer is involved, the Company shall not be required to issue any Common Stock (and such Holder's

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purchase of the Common Stock issued upon the exercise of such Holder's Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

    Section 3.03  Redemption of Warrants.

    (a) Subject to satisfaction of the Redemption Conditions, the Company shall redeem the Warrants on the Redemption Date for cash in an amount equal to the Warrant Value as of the Remarketing Date in accordance with Section 3.04.

    (b) A Holder may elect to exercise a Warrant in lieu of Redemption, if (i) such Warrant is held pursuant to the Unit Agreement, and such Holder has opted out of participating in the Remarketing, by notice given to the Warrant Agent and the Unit Agent as provided in the Unit Agreement; or (ii) such Warrant is not held pursuant to the Unit Agreement, by notice given to the Warrant Agent, in each case prior to 5:00 p.m., New York time, on the Business Day prior to the related Redemption Date. In the absence of an election to exercise a Warrant in lieu of a Redemption, a Holder will be deemed to have elected to have its Warrants redeemed on the Redemption Date.

    (c) If a Holder elects to exercise a Warrant pursuant to paragraph (b) above, then such Holder shall tender the Exercise Price for such Warrant as a Cash Payment, and shall follow the procedures set forth in Section 3.02; provided, however, that if (i) such Warrant is, on the Remarketing Date, held pursuant to the Unit Agreement, (ii) such Holder has not opted out of participating in the Remarketing, and (iii) a Successful Remarketing shall have occurred, then the Exercise Price of such Warrant shall be deemed to have been paid by a Remarketing Payment, and the Remarketing Agent will, in connection with such Remarketing Payment, apply the proceeds of the Remarketing of the related Preferred Security in accordance with the terms of the Remarketing Agreement and the Unit Agreement.

    (d) Any Warrant redeemed or exercised pursuant to the provisions of this Section shall, upon such redemption or exercise, cease to be outstanding.

    (e) If a Redemption cannot occur because of an inability to satisfy the Redemption Conditions, the Company shall promptly notify the Warrant Agent and each Holder (at its address specified in the Warrant Register) thereof. Such event shall not constitute a default under this Agreement so long as the Company is exercising its best efforts to satisfy the Redemption Conditions and is not otherwise in violation of this Agreement (including the provisions of Article VII hereof) and the Company may, under such circumstances, subsequently seek to remarket the Preferred Securities and contemporaneously redeem the Warrants.

    Section 3.04  Redemption Procedures.

    (a) The Company shall, contemporaneously with the giving of notice of Remarketing pursuant to Section 6.6 of the Declaration, furnish notice of Redemption to the Warrant Agent, which shall, within two (2) Business Days of receipt thereof, furnish notice of such Redemption to Holders of Definitive Warrants, and the Company shall request, not later than four nor more than 20 business days prior to the Remarketing Date, that DTC notify its Participants holding Warrants of the Remarketing. The Company shall cause notice of such redemption to be published in a newspaper of general circulation in New York City, four business days prior to the Redemption Date. If the Company gives a notice of Redemption of the Warrants, then by 12:00 noon, New York time, on the Redemption Date, the Company shall deposit irrevocably with DTC consideration sufficient to pay the Warrant Value for all Book-Entry Warrants (other than Warrants held by persons electing to exercise their Warrants in lieu of a Redemption). If any Warrants are not represented by one or more Global Certificates, the Company shall irrevocably deposit with the Warrant Agent consideration sufficient to pay the applicable Warrant Value, and

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shall give the Warrant Agent irrevocable instructions and authority to pay the Warrant Value to the related Holders upon surrender of the related Warrant Certificates. If notice of redemption shall have been given and consideration deposited or paid as required hereby, then, immediately prior to 5:00 p.m., New York time, on the Redemption Date, all rights of Holders shall cease, except the right of Holders to receive the Warrant Value (or Common Stock if the related Holder elected to exercise such Holder's Warrant on or prior to 5:00 p.m., New York time, on the Redemption Date), and the Warrants shall cease to be outstanding.

    (b) Notwithstanding anything herein to the contrary, and subject to applicable law, the Company and its subsidiaries may at any time, and from time to time, purchase outstanding Warrants by tender, in the open market or by private agreement.

ARTICLE IV

ANTI-DILUTION PROVISIONS

    Section 4.01  Warrant Adjustments.  The Exercise Amount shall be subject to adjustments, calculated by the Company, from time to time as follows:

In case the Company shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Exercise Amount in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by multiplying such Exercise Amount by a fraction,

(i)

the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination and the total number of shares constituting such dividend or other distribution, and



(ii)

the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination.

Such increase shall become effective immediately after the opening of business on the day following the Record Date. If any dividend or distribution of the type described in this paragraph (a) is declared but not so paid or made, the Exercise Amount shall again be adjusted to the Exercise Amount which would then be in effect if such dividend or distribution had not been declared.

    In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock (including the 3 for 2 stock split payable to Common Stockholders on May 15, 2001), the Exercise Amount in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Amount in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

    In case the Company shall issue rights or warrants (other than any rights or warrants referred to in paragraph (d) below) to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Market Price on the Record Date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise

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Amount shall be adjusted so that the same shall equal the amount determined by multiplying the Exercise Amount in effect at the opening of business on the date after such Record Date by a fraction:

(i)

the numerator of which shall be the number of shares of Common Stock outstanding on the close of business on the Record Date plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible), and



(ii)

the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the Record Date plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such Market Price.

Such adjustment shall become effective immediately after the opening of business on the day following the Record Date fixed for determination of stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock (or securities convertible into Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants the Exercise Amount shall be readjusted to the Exercise Amount which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Exercise Amount shall again be adjusted to be the Exercise Amount which would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors.

    In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of capital stock of the Company (other than any dividends or distributions to which paragraph (a) above applies) or evidences of its indebtedness, cash or other assets, including securities, but excluding (i) any rights or warrants referred to in paragraph (c) above, (ii) any stock, securities or other property or assets (including cash) distributed in connection with a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 4.02 hereof applies and (iii) dividends and distributions paid exclusively in cash, then, in each such case, subject to the second succeeding paragraph of this paragraph (d), the Exercise Amount shall be increased so that the same shall be equal to the amount determined by multiplying the Exercise Amount in effect immediately prior to the close of business on the Record Date with respect to such distribution by a fraction:

(i)

the numerator of which shall be the Market Price on such date plus the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution) on such date of the portion of the securities so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of the Common Stock outstanding on the Record Date), and



(ii)

the denominator of which shall be such Market Price.

Such increase shall become effective immediately prior to the opening of business on the day following the Record Date. However, in the event that the then Fair Market Value (as so determined) of the portion of the securities so distributed applicable to one share of Common

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Stock is equal to or greater than the Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon exercise of a Warrant the amount of securities such Holder would have received had such Holder exercised such Warrant immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Exercise Amount shall again be adjusted to be the Exercise Amount which would then be in effect if such dividend or distribution had not been declared.

    If the Board of Directors determines the Fair Market Value of any distribution for purposes of this paragraph (d) by reference to the actual or when issued trading market for any securities comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the "Reference Period") used in computing the Market Price pursuant to paragraph (g) below to the extent possible, unless the Board of Directors in a Board Resolution determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders.

    In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company's subsidiaries (a "Spin-Off"), the Fair Market Value of the securities to be distributed shall equal the average of Trading Prices of those securities for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-Off, and the then current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin-Off occurs simultaneously with the Spin-Off, Fair Market Value of the securities distributed in the Spin-Off shall mean the initial public offering price of such securities and the then current Market Price shall mean the Trading Price for the Common Stock on the same Trading Day.

    Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"):

    (1) are deemed to be transferred with such shares of Common Stock;

    (2) are not exercisable; and

    (3) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this paragraph (d) (and no adjustment to the Exercise Amount under this paragraph (d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Exercise Amount under this paragraph (d):

    (x) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Exercise Amount shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or

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warrant (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and

    (y) in the case of such rights or warrants all of which shall have expired or been terminated without exercise, the Exercise Amount shall be readjusted as if such rights and warrants had never been issued.

    For purposes of this paragraph (d) and paragraphs (a), (b) and (c), any dividend or distribution to which this paragraph (d) is applicable that also includes shares of Common Stock, a subdivision or combination of Common Stock to which paragraph (c) applies, or rights or warrants to subscribe for or purchase shares of Common Stock to which paragraph (c) applies (or any combination thereof), shall be deemed instead to be:

    (I) a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants other than such shares of Common Stock, such subdivision or combination or such rights or warrants to which paragraphs (a), (b) and (c) above apply, respectively (and any Exercise Amount increase required by this paragraph (d) with respect to such dividend or distribution shall then be made), immediately followed by,

    (II) a dividend or distribution of such shares of Common Stock, such subdivision or combination or such rights or warrants (and any further Exercise Amount increase required by paragraphs (a), (b) and (c) with respect to such dividend or distribution shall then be made), except:

    (A) the Record Date of such dividend or distribution shall be substituted as (x) "the date fixed for the determination of stockholders entitled to receive such dividend or other distribution", "Record Date fixed for such determinations" and "Record Date" within the meaning of paragraph (a) above, (y) "the day upon which such subdivision becomes effective" and "the day upon which such combination becomes effective" within the meaning of paragraph (b) above, and (z) as "the date fixed for the determination of stockholders entitled to receive such rights or warrants", "the Record Date fixed for the determination of the stockholders entitled to receive such rights or warrants" and such "Record Date" within the meaning of paragraph (c) above, and

    (B) any shares of Common Stock included in such dividend or distribution shall not be deemed "outstanding at the close of business on the date fixed for such determination" within the meaning of paragraph (a) above and any reduction or increase in the number of shares of Common Stock resulting from such subdivision or combination shall be disregarded in connection with such dividend or distribution..

    In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding any cash that is distributed upon a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 4.02 hereof applies or as part of a distribution referred to in paragraph (d) hereof), in an aggregate amount that, combined together with:

(i)

the aggregate amount of any other such distributions to all holders of Common Stock made exclusively in cash within the 12 months preceding the date of payment of such distribution, and in respect of which no adjustment pursuant to this paragraph (e) has been made, and



(ii)

the aggregate of any cash plus the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution) of consideration payable in respect of any tender offer by the Company or any of its subsidiaries for all or any portion of the Common Stock concluded within the 12 months

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preceding the date of such distribution, and in respect of which no adjustment pursuant to paragraph (f) below has been made,

exceeds 10% of the product of the Market Price (determined as provided in paragraph (g) below) on the Record Date with respect to such distribution times the number of shares of Common Stock outstanding on such date, then and in each such case, immediately after the close of business on such date, the Exercise Amount shall be increased so that the same shall equal the amount determined by multiplying the Exercise Amount in effect immediately prior to the close of business on such Record Date by a fraction:

(i)

the numerator of which shall be equal to the Market Price on such Record Date, and



(ii)

the denominator of which shall be equal to the Market Price on such Record Date less an amount equal to the quotient of (x) the excess of such combined amount over such 10% and (y) the number of shares of Common Stock outstanding on such Record Date.

However, in the event that the then Fair Market Value (as so determined) of the portion of the securities so distributed applicable to one share of Common Stock is equal to or greater than the Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon exercise of a Warrant the amount of cash such Holder would have received had such Holder exercised such Warrant immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Exercise Amount shall again be adjusted to be the Exercise Amount which would then be in effect if such dividend or distribution had not been declared.

In case a tender offer made by the Company or any of its subsidiaries for all or any portion of the Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the tender offer) of Purchased Shares) of an aggregate consideration having a Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution) that combined together with:

(i)

the aggregate of the cash plus the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution), as of the expiration of such tender offer, of consideration payable in respect of any other tender offers, by the Company or any of its subsidiaries for all or any portion of the Common Stock expiring within the 12 months preceding the expiration of such tender offer and in respect of which no adjustment pursuant to this paragraph (f) has been made, and



(ii)

the aggregate amount of any distributions to all holders of Common Stock made exclusively in cash within 12 months preceding the expiration of such tender offer and in respect of which no adjustment pursuant to paragraph (e) has been made,

exceeds 10% of the product of the Market Price (determined as provided in paragraph (g) below) as of the last time (the "Tender Expiration Time") tenders could have been made pursuant to such tender offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) on the Tender Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the date of the Tender Expiration Time, the Exercise Amount shall be adjusted so that the same shall

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equal the amount determined by multiplying the Exercise Amount in effect immediately prior to close of business on the date of the Tender Expiration Time by a fraction:

    (A) the numerator of which shall be the sum of (x) the Fair Market Value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Tender Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) on the Tender Expiration Time and the Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time, and

    (B) the denominator shall be the number of shares of Common Stock outstanding (including any tendered shares) at the Tender Expiration Time multiplied by the Market Price of the Common Stock on the Trading Day next succeeding the Tender Expiration Time.

    Such increase (if any) shall become effective immediately prior to the opening of business on the day following the Tender Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Exercise Amount shall again be adjusted to be the Exercise Amount which would then be in effect if such tender offer had not been made. If the application of this paragraph (f) to any tender offer would result in a decrease in the Exercise Amount, no adjustment shall be made for such tender offer under this paragraph (f).

    Notwithstanding the foregoing, whenever successive adjustments to the Exercise Amount are called for pursuant to this Section 4.01, such adjustments shall be made to the Market Price as may be necessary or appropriate to effectuate the intent of this Section 4.01 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

    The Company may make such reductions in the Exercise Price as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

    To the extent permitted by applicable law, the Company from time to time may reduce the Exercise Price by any amount for any period of time if the period is at least 20 days and the reduction is irrevocable during the period and the Board of Directors determines in good faith that such reduction would be in the best interests of the Company, which determination shall be conclusive and set forth in a Board Resolution. Whenever the Exercise Price is reduced pursuant to the preceding sentence, the Company shall mail to the Warrant Agent and each Holder at the address of such Holder as it appears in the Warrant Register a notice of the reduction at least 15 days prior to the date the reduced Exercise Price takes effect, and such notice shall state the reduced Exercise Price and the period during which it will be in effect.

    Notwithstanding anything to the contrary in this Section 4.01, no adjustment in the Exercise Amount shall be required unless such adjustment would require an increase or decrease of at least 1% in such amount; provided, however, that any adjustments which by reason of this paragraph (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article IV shall be made by the Company and shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be. No adjustment need be made for a change in the par value or no par value of the Common Stock.

    In any case in which this Section provides that an adjustment shall become effective immediately after a Record Date for an event, the Company may defer until the occurrence of such event (i) issuing

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to any Holder of a Warrant exercised after such Record Date and before the occurrence of such event the additional shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Holder any amount in cash in lieu of any fraction pursuant to Section 3.02(b) hereof.

    For purposes of this Section, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

    If the distribution date for the rights provided in the Company's rights agreement, if any, occurs prior to the date a Warrant is exercised, the Holder who exercises such Warrant after the distribution date is not entitled to receive the rights that would otherwise be attached (but for the date of exercise) to the shares of Common Stock received upon such exercise; provided, however, that an adjustment shall be made to the Exercise Amount pursuant to paragraph (b) above as if the rights were being distributed to the common stockholders of the Company immediately prior to such exercise. If such an adjustment is made and the rights are later redeemed, invalidated or terminated, then a corresponding reversing adjustment shall be made to the Exercise Amount, on an equitable basis, to take account of such event.

    Section 4.02  Merger, Consolidation, Sale, Transfer or Conveyance; Change of Control.

(a)

If any of following events occur, namely:



(i)

any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination),



(ii)

any merger, consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or



(iii)

any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock,

the Company or the successor or purchasing corporation, as the case may be, shall execute with the Warrant Agent an amendment to this Warrant Agreement providing that the Warrants shall, upon exercise, entitle the Holder thereof to the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Warrants been exercised immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, assuming such holder of Common Stock did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section, the kind and amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such amendment shall provide for adjustments which

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shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IV. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such amendment shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

    The Company shall cause notice of the execution of such amendment to be mailed to each Holder, at the address of such Holder as it appears on the Warrant Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such amendment.

    The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances.

    If this Section applies to any event or occurrence, Section 4.01 hereof shall not apply.

(b)

Notwithstanding paragraph (a) above, if a Change of Control occurs, each Holder shall have the right (a "Change of Control Redemption Right") to require the Company to redeem such Holder's Warrants (a "Change of Control Redemption") on the date that is 45 days after the Change of Control Notice Date (the "Change of Control Redemption Date"), at the Warrant Value on such Change of Control Redemption Date. Within 30 days after the date of occurrence of a Change of Control (the "Change of Control Notice Date"), the Company shall give notice to each Holder and the Warrant Agent of the transaction that gave rise to such Change of Control and of the resulting Change of Control Redemption Right. To exercise such Change of Control Redemption Right, a Holder shall deliver, on or prior to the 30^th day after the Change of Control Notice Date, irrevocable written notice to the Warrant Agent of such Holder's election to exercise such Change of Control Redemption Right and the number of Warrants to be so redeemed. On the Change of Control Redemption Date, the Company shall redeem the related Warrants at the Warrant Value on such date in accordance with the procedures for Redemption set forth in Section 3.04(a)

    In connection with a Change of Control Redemption, not less than three Business Days prior to the Change of Control Redemption Date:

(i)

if the Warrants to be redeemed are represented by a Global Certificate, the Warrant Agent shall make the necessary endorsement to the "Schedule of Increases or Decreases in Global Certificate" attached to the Global Certificate to reduce the amount of Warrants represented thereby; and



(ii)

if the Warrants to be redeemed are Definitive Warrants, the Holder of such Definitive Warrants shall present the related Warrant Certificate to the Warrant Agent for cancellation in accordance with Section 5.03.

    The Company shall comply with the requirements of the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with any redemption of the Warrants by the Company pursuant to this paragraph (b).

    Section 4.03  Other Events.  If any event occurs as to which the foregoing provisions of this Article IV are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the board of directors of the Company, fairly and adequately protect the rights of the Holders of the Warrants in accordance with the essential intent and principles of such provisions, then the board of directors of the Company shall make such adjustments in the application of such provisions, in

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accordance with such essential intent and principles, as shall be reasonably necessary, in their good faith opinion, to protect such purchase rights as aforesaid, but in no event shall any such adjustment have the effect of decreasing the Exercise Amount of any Warrant.

    Section 4.04  Notice of Adjustment.  Whenever the Exercise Amount is adjusted as herein provided (other than in the case of an adjustment pursuant to the second paragraph of Section 4.01(h) for which the notice required by such paragraph has been provided), the Company shall promptly file with the Warrant Agent an Officers' Certificate setting forth the adjusted Exercise Amount and showing in reasonable detail the facts upon which such adjustment is based. Promptly after delivery of such Officers' Certificate, the Company shall prepare a notice stating that the Exercise Amount has been adjusted and setting forth the adjusted Exercise Amount and the date on which each adjustment becomes effective, and shall mail such notice to each Holder at the address of such Holder as it appears in the Warrant Register within 20 days of the effective date of such adjustment. Failure to deliver such notice shall not effect the legality or validity of any such adjustment.

    Section 4.05  Notice of Certain Transactions.  In case at any time after the date hereof:

    (a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its capital surplus or its consolidated retained earnings;

    (b) the Company shall authorize the granting to the holders of its Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class (or of securities convertible into shares of capital stock of any class) or of any other rights;

    (c) there shall occur any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, a change in par value, a change from par value to no par value or a change from no par value to par value), or any merger, consolidation, statutory share exchange or combination to which the Company is a party and for which approval of any shareholders of the Company is required, or the sale, transfer or conveyance of all or substantially all of the assets of the Company; or

    (d) there shall occur the voluntary or involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause to be filed at the corporate trust office of the Warrant Agent, and shall cause to be provided to the Warrant Agent and all Holders in accordance with Section 8.02 hereof, at least 20 days (or 10 days in any case specified in paragraph (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice stating:

(i)

the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or



(ii)

the date on which such reclassification, merger, consolidation, statutory share exchange, combination, sale, transfer, conveyance, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, merger, consolidation, statutory share exchange, sale, transfer, dissolution, liquidation or winding up.

    Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings or actions described in clauses (a) through (d) of this Section.

    Section 4.06  Adjustment to Warrant Certificate.  The form of Warrant Certificate need not be changed because of any adjustment made pursuant to this Article IV, and Warrant Certificates issued

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after such adjustment may state the same Exercise Amount as is stated in the Warrant Certificates initially issued pursuant to this Warrant Agreement. The Company, however, may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.

ARTICLE V

EXCHANGE AND TRANSFER OF WARRANTS

    Section 5.01  Warrant Register; Exchange and Transfer of Warrants.

    (a) The Warrant Agent shall maintain, at its corporate trust office, a register (the "Warrant Register") in which, upon the issuance of the Warrants, and subject to such reasonable regulations as the Warrant Agent may prescribe, it shall register Warrant Certificates and exchanges and transfers thereof (including in connection with any change by a Holder from holding a Warrant pursuant to the Unit Agreement to not holding such Warrant pursuant to the Unit Agreement). The Warrant Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.

    (b) The Warrant Certificates shall be issued in registered form only and shall be transferable only upon surrender thereof for registration of transfer. When a Warrant Certificate is presented to the Warrant Agent with a request to register a transfer thereof, the Warrant Agent shall register such transfer as requested.

    (c) Except as provided in the following sentence, upon surrender at the corporate trust office of the Warrant Agent, Warrant Certificates may be exchanged for one or more other Warrant Certificates evidencing the same aggregate number of Warrants of the same title, or may be transferred in whole or in part. A Warrant Certificate evidencing Warrants that are then held pursuant to the Unit Agreement may be exchanged or transferred prior to the date such Warrant is not held pursuant to the Unit Agreement only pursuant to and in accordance with the Unit Agreement. A transfer shall be registered upon surrender of a Warrant Certificate to the Warrant Agent at its corporate trust office for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent, duly signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company, (b) a broker or dealer that is a member of the National Association of Securities Dealers, Inc. (the "NASD") or (c) a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee. Whenever a Warrant Certificate is surrendered for exchange or transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver to the person or persons entitled thereto, one or more Warrant Certificates, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of a Warrant Certificate shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificate surrendered for such exchange or transfer. No service charge shall be made for any exchange or transfer of Warrants, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such exchange or transfer, in accordance with Section 3.02(f) hereof.

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    (d) As noted in Section 2.02, the Global Warrant shall represent such of the outstanding Warrants as shall be specified in the "Schedule of Exchanges of Interests of Global Warrant" attached thereto or otherwise in accordance with the Applicable Procedures, initially equal to zero Warrants. At any time after issuance, the Preferred Security and Warrant components of any Unit may be transferred separately. In the event of any separation of the components of a Unit, the Unit Agreement provides (i) if such Unit is represented by a definitive certificate, the holder shall present such definitive certificate to the Unit Agent for cancellation and the Unit Agent shall deliver the Warrant component of such Unit to the Warrant Agent with an instruction for it to countersign and deliver to, or upon the instruction of, such holder a Warrant not held pursuant to the Unit Agreement, bearing the separate "CUSIP" number assigned to the Warrant (and not the Unit) and (ii) if such Unit is represented by the Global Unit Certificate, the Unit Agent will make the necessary endorsement to the "Schedule of Exchanges of Interests of Global Warrant" attached to the Global Unit Certificate or otherwise comply with the Applicable Procedures to reduce the amount of Units represented thereby and will instruct the Warrant Agent to effect a corresponding increase in the Warrants represented by the Global Warrant and bearing a separate "CUSIP" number. The Warrant Agent shall make such other necessary endorsements to the Global Certificate consistent with the terms of this agreement to reflect the appropriate number of Warrants represented thereby.

    Once not held pursuant to the Unit Agreement, the Preferred Security and Warrant components of a Unit may at a later time be held pursuant to the Unit Agreement. In the event a holder of a Preferred Security and a Holder of a Warrant desire to cause such Preferred Security and Warrant to once again be held pursuant to the Unit Agreement, (i) if the constituent components are represented by definitive certificates, the holder shall present (x) the Preferred Security to the Property Trustee and (y) the Warrant to the Warrant Agent, in each case for cancellation and the Property Trustee and the Warrant Agent shall so notify the Unit Agent, who shall in turn so notify the Unit registrar with an instruction for the Unit registrar to countersign and deliver to, or upon the instruction of, such holder a Unit bearing the separate "CUSIP" number assigned to the Units and (ii) if the constituent components are represented by global certificates, each of the Property Trustee and the Warrant Agent shall make the necessary endorsement to their respective global certificates or otherwise comply with the Applicable Procedures to reduce the amount of Preferred Securities and Warrants, respectively, represented thereby and shall instruct the Unit Agent to effect a corresponding increase in the Units represented by the Global Unit Certificate bearing a separate "CUSIP" number. The Warrant Agent shall make such other necessary endorsements to the Global Certificate consistent with the terms of this Agreement to reflect the appropriate number.

    5.02  Special Transfer Provisions.

    The following provisions will apply prior to the registration of the Warrants pursuant to the Resale Registration Rights Agreement, or otherwise:

    The Securities Act Legend shall not be removed from the applicable Warrants except as provided in this Section. The Securities Act Legend may be removed from a Rule 144A Warrant if there is delivered to the Company and the Warrant Agent a certification in the form of Exhibit E hereto and such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Company, that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Rule 144A Warrant will not violate the registration requirements of the Securities Act. Upon provision of such certification and any such satisfactory evidence, the Warrant Agent shall authenticate and deliver in exchange for such Rule 144A Warrant a Warrant or Warrants having an equal aggregate amount that does not bear the Securities Act Legend. If the Securities Act Legend has been removed from a Security as provided above, no other Security issued in exchange for all or any part of such Warrant shall bear such legend, unless the Company has reasonable cause to believe that such other Warrant is a "restricted warrant" within the meaning of

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Rule 144 under the Securities Act and instructs the Warrant Agent to cause the Securities Act Legend to appear thereon.

    Before the termination of the Restricted Period, transfers by an owner of a beneficial interest in the Regulation S Global Warrant to a transferee who takes delivery of such interest through the Rule 144A Warrant will be made only in accordance with the procedures of DTC, to the extent applicable, and upon receipt by the Warrant Agent of a written certification from the transferor of the beneficial interest in the form of Exhibit D to the effect that such transfer is being made to a Person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the Warranted States or any other jurisdiction. After the end of the Restricted Period, such certification requirement will no longer apply to such transfers.

    Transfers by an owner of a certificated Warrant bearing the Securities Act Legend or of a beneficial interest in the Rule 144A Warrant to a transferee who takes delivery of such interest through the Regulation S Global Warrant or in the form of a certificated Warrant not bearing the Securities Act Legend will be made only upon receipt by the Warrant Agent of a written certification from the transferor in the form of Exhibit C to the effect that such transfer is being made in accordance with Regulation S.

    Upon any such exchange or transfer of all or a portion of any Global Warrant for a certificated Warrant or an interest in either the Rule 144A Warrant or the Regulation S Global Warrant, the Global Warrant from which an interest is to be so exchanged or transferred will be marked to reflect the reduction of its principal amount or number, as applicable, by the aggregate principal amount or number of such certificated Warrant or the interest to be so exchanged or transferred for an interest in a Regulation S Global Warrant or a Rule 144A Warrant, as the case may be. Until so exchanged or transferred in full, such Global Warrant will in all respects be entitled to the same benefits under this Indenture as the Warrants authenticated and delivered hereunder.

    Each purchaser (other than the Initial Purchaser) of the Securities (including, without limitation, any purchaser of an interest in the Global Warrants) will be deemed to have represented and agreed as follows:

    (a) It is (A) a Qualified Institutional Buyer as defined in Rule 144A and is acquiring the Warrants for its own institutional account or for the account or accounts of a Qualified Institutional Buyer, or (B) purchasing Warrants in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act;

    (b) It understands that the Warrants are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Warrants, such Securities may be resold, pledged or transferred only (A) in a transaction meeting the requirements of Rule 144A to a person who the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account or for the account or accounts of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (B) in accordance with Regulation S or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act;

    (c) If it is acquiring Warrants or any interest or participation therein in an "offshore transaction" (as defined in Regulation S), it acknowledges that such Securities initially will be represented by the Restricted Regulation S Global Warrant and that, for so long as required by Regulation S, transfers thereof or any interest or participation therein are restricted as provided in this Agreement; and

26

    (d) It understands that each Warrant will bear a legend substantially to the effect of the Securities Act Legend.

    Holders of a beneficial interest in Warrants sold in reliance on Regulation S as Restricted Regulation S Global Warrants are prohibited from receiving distributions or from exchanging beneficial interests in such Restricted Regulation S Global Warrants for a beneficial interest in a Permanent Regulation S Global Warrant until the later of (i) the expiration of the Restricted Period and (ii) the furnishing of a certificate, substantially in the form of Exhibit F attached hereto, certifying that the beneficial owner of the Restricted Regulation S Global Warrants is a non-United States Person (a "Regulation S Certificate").

    Notwithstanding anything to the contrary contained herein, (i) prior to the expiration of the Restricted Period, transfers of beneficial interests in a Restricted Regulation S Global Warrant may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser), and (ii) a beneficial interest in a Restricted Regulation S Global Warrant may not be exchanged for a certificated Warrant or transferred to a Person who takes delivery thereof in the form of a certificated Warrant prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

    The Registrar shall retain for at least two years copies of all letters, notices and other written communications received pursuant to this Section 5.01. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

    (e) Notwithstanding any other provisions of this Section, unless and until it is exchanged in whole or in part for Definitive Warrants, the Global Warrant may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. Interests of beneficial owners in the Global Certificate may be transferred in accordance with the rules and procedures of DTC. Members of, or participants in, DTC ("Participants") shall have no rights under this Agreement with respect to the Global Warrant held on their behalf by DTC or the Warrant Agent as its custodian, and DTC may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by DTC, or impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Warrants. The registered Holder of the Global Warrant may grant proxies and otherwise authorize any person, including Participants and persons that may hold interest through Participants, to take any action which a Holder is entitled to take under this Warrant Agreement or the Warrants.

    If DTC notifies the Company that it is unwilling or unable to continue as depositary for the Global Certificate, or if at any time DTC shall no longer be eligible under the next sentence of this paragraph, the Company shall appoint a successor depositary with respect to the Warrants. Each depositary appointed pursuant to this Section shall, at the time of its appointment and at all times while it serves as depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation. The Company shall execute, and the Warrant Agent, upon receipt of written instructions from the Company, shall countersign and deliver, Warrants in definitive registered form in any authorized denominations, in an aggregate amount equal to the amount of the Global Certificate or Certificates if DTC notifies the Company that it is unwilling or unable to continue as depositary

27

therefor or if at any time DTC shall no longer be eligible to serve as depositary and a successor depositary for the Warrants is not appointed by the Company within 60 days after the Company receives such notice or becomes aware of such ineligibility or if there shall have occurred and be continuing a default by the Company in respect of its obligations under this Warrant Agreement, the Indenture, the Declaration or the Unit Agreement.

    Section 5.03  Treatment of Holders of Warrant Certificates.  At all such times as any Warrant is held pursuant to the Unit Agreement, the Company, the Warrant Agent and all other persons may treat the holder of the related Unit as the Holder of the Warrant Certificate evidencing such Warrant for any purpose and as the person entitled to exercise the rights relating to such Warrant and Warrant Certificate, any notice to the contrary notwithstanding. After the date that a Warrant is no longer held pursuant to the Unit Agreement and prior to due presentment of the related Warrant Certificate for registration of transfer, the Company and the Warrant Agent may treat the registered Holder of such Warrant Certificate as the absolute Holder thereof for any purpose and as the person entitled to exercise the rights relating to such Warrant and Warrant Certificate, any notice to the contrary notwithstanding.

    Section 5.04  Cancellation of Warrant Certificates.  In the event that the Company shall purchase, redeem or otherwise acquire any Warrants after the issuance thereof pursuant to the terms of this Warrant Agreement, the Warrant Certificate or Warrant Certificates evidencing such Warrants shall thereupon be delivered to the Warrant Agent and be canceled by it. The Warrant Agent shall also cancel any Warrant Certificate delivered to it for exercise, in whole or in part, or for exchange or transfer. Warrant Certificates so canceled shall be delivered by the Warrant Agent to the Company from time to time, or disposed of in accordance with the instructions of the Company; provided, that the Warrant Agent shall not be required to destroy the Warrant Certificates.

ARTICLE VI

CONCERNING THE WARRANT AGENT

    Section 6.01  Warrant Agent.  The Company hereby appoints The Bank of New York as Warrant Agent, upon the terms and subject to the conditions set forth herein, and The Bank of New York hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and hereby, and such further powers and authority acceptable to it to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms and provisions hereof.

    Section 6.02  Conditions of Warrant Agent's Obligations.  The Warrant Agent accepts its obligations set forth herein upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the Holders shall be subject:

    (a)  Compensation and Indemnification.  The Company agrees to promptly pay the Warrant Agent the compensation set forth in Exhibit B hereto (or as otherwise agreed to in writing from time to time by the Company and the Warrant Agent), and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including counsel fees and expenses) incurred by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense (including the reasonable costs and expenses of defending against any claim of liability) incurred without negligence or bad faith on the part of the Warrant Agent arising out of or in connection with its appointment, status or service as Warrant Agent hereunder.

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    (b)  Agent for the Company.  In acting under this Warrant Agreement and in connection with any Warrant Certificate, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any Holder.

    (c)  Counsel.  The Warrant Agent may consult with counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

    (d)  Documents.  The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

    (e)  Officer's Certificate.  Whenever in the performance of its duties hereunder the Warrant Agent shall reasonably deem it necessary that any fact or matter be proved or established by the Company prior to taking, suffering or omitting any action hereunder, the Warrant Agent may (unless other evidence in respect thereof be herein specifically prescribed), in the absence of bad faith on its part, conclusively rely upon a certificate signed by the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the President, an Executive Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company delivered by the Company to the Warrant Agent.

    (f)  Actions Through Agents.  The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agent or for any loss to the Company resulting from such neglect or misconduct; provided, however, that reasonable care shall have been exercised in the selection and continued employment of such attorneys and agents.

    (g)  Certain Transactions.  The Warrant Agent, and any officer, director or employee thereof, may become the owner of, or acquire any interest in, any Warrant, with the same rights that he, she or it would have if it were not the Warrant Agent, and, to the extent permitted by applicable law, he, she or it may engage or be interested in any financial or other transaction with the Company and may serve on, or as depository, trustee or agent for, any committee or body of holders of Common Stock or other obligations of the Company as if it were not the Warrant Agent.

    (h)  No Liability For Interest.  The Warrant Agent shall not be liable for interest on any monies at any time received by it pursuant to any of the provisions of this Warrant Agreement or of the Warrant Certificates, except as otherwise agreed with the Company.

    (i)  No Liability For Invalidity.  The Warrant Agent shall incur no liability with respect to the validity of this Warrant Agreement (except as to the due execution hereof by the Warrant Agent) or any Warrant Certificate (except as to the countersignature thereof by the Warrant Agent).

    (j)  No Responsibility For Company Representations.  The Warrant Agent shall not be responsible for any of the recitals or representations contained herein (except as to such statements or recitals as describe the Warrant Agent or action taken or to be taken by it) or in any Warrant Certificate (except as to the Warrant Agent's countersignature on such Warrant Certificate), all of which recitals and representations are made solely by the Company.

    (k)  No Implied Obligations.  The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein, and no other duties or obligations shall be implied. The Warrant Agent shall not be under any obligation to take any action hereunder that may subject it

29

to any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrant Certificate countersigned by the Warrant Agent and delivered by it to the Company pursuant to this Warrant Agreement or for the application by the Company of the proceeds of the issuance or exercise of Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Warrant Certificate or in case of the receipt of any written demand from a Holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 7.02 hereof, to make any demand upon the Company.

    (l)  No Liability for Calculations by Calculation Agent.  The Warrant Agent shall be entitled to conclusively rely upon any determination by the Calculation Agent under the Calculation Agency Agreement dated as of April 30, 2001, between the Company and Lehman Brothers Inc., as calculation agent (the "Calculation Agent"), of the Accreted Value or Discount relating to the Preferred Securities and shall not incur any liability to the Company or any Holder relating to inaccuracies in calculating such Accreted Value or Discount.

    Section 6.03  Resignation and Removal; Appointment of Successor.

    (a) The Company agrees, for the benefit of the Holders of the Warrants, that there shall at all times be a Warrant Agent hereunder until all Warrants have expired.

    (b) The Warrant Agent may at any time resign as such by giving written notice to the Company, specifying the date on which its desired resignation shall become effective; provided that such date shall not be less than 30 days after the date on which such notice if given unless the Company agrees to accept a shorter notice. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Notwithstanding the provisions of this paragraph (b), such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a banking institution organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under the laws of such jurisdiction to exercise corporate trust powers and having at the time of its appointment as Warrant Agent a combined capital and surplus (as set forth in its most recent published report of financial condition) of at least $50,000,000) and the acceptance of such appointment by such successor Warrant Agent. In the event a successor Warrant Agent has not been appointed and has not accepted its duties within 30 days of the Warrant Agent's notice of resignation, the Warrant Agent may apply to any court of competent jurisdiction for the designation of a successor Warrant Agent. The obligations of the Company under Section 6.02(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent.

    (c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall file a petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended or under any other applicable federal or state bankruptcy law or similar law, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if an order of any court shall be entered for relief against it under the provisions of Title 11 of the United States Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy or similar law, or if any public officer shall have taken charge or control of the Warrant Agent or of

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its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the latter of such appointment, the Warrant Agent so superseded shall cease to be Warrant Agent hereunder.

    (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive all moneys, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.

    (e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Warrant Agent, provided that such corporation shall be qualified as aforesaid, shall be the successor Warrant Agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

    Section 6.04  Compliance With Applicable Laws.  The Warrant Agent agrees to comply with all laws applicable to it in respect of the services rendered by it under this Warrant Agreement and in connection with the Warrants, including (but not limited to) the provisions of United States federal income tax laws regarding information reporting and backup withholding. The Warrant Agent expressly assumes all liability for its failure to comply with any such laws imposing obligations on it, including (but not limited to) any liability for failure to comply with any applicable provisions of United States federal income tax laws regarding information reporting and backup withholding.

    Section 6.05  Office.  The Company will maintain an office or agency where Warrant Certificates may be presented for exchange, transfer or exercise. The office initially designated for this purpose shall be the corporate trust office of the Warrant Agent at its address set forth in Section 8.02.

ARTICLE VII

COVENANTS

    Section 7.01  Financial Statements and Reports of the Company.  The Company agrees (a) to provide to each Holder, without cost to such Holder, copies of the annual and quarterly reports and documents that the Company files with the Commission (to the extent such filings are accepted by the Commission and whether or not the Company has a class of securities registered under the Exchange Act) or that the Company would be required to file were it subject to Section 13 or 15 of the Exchange Act, within 15 days after the date of such filing or the date on which the Company would be required to file such reports or documents, and all such annual or quarterly reports shall include the geographic segment financial information as has heretofore been disclosed by the Company in its public filings with the Commission, and (b) if filing such reports and documents is not accepted by the Commission or is prohibited under the Exchange Act, to supply at the Company's expense copies of such reports and documents to any prospective Holder promptly upon request.

    Delivery of any such reports, information and documents to the Warrant Agent shall be for informational purposes only and the Warrant Agent's receipt of such shall not constitute constructive

31

notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Warrant Agent is entitled to rely exclusively on Officers' Certificates).

    Section 7.02  Notices and Demands to the Company and Warrant Agent.  If the Warrant Agent shall receive any notice or demand addressed to the Company by any Holder pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company.

    Section 7.03  Governmental Approvals.  The Company shall from time to time use all reasonable efforts to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and the national securities exchange on which the Warrants may be listed or authorized for trading from time to time and will make all filings under the federal and state securities laws (including without limitation the Securities Act), as may be or become requisite in connection with the issuance, sale, trading, transfer or delivery of the Warrants and Warrant Certificates, the exercise of the Warrants and the issuance, sale and delivery of the Common Stock issued upon the exercise of the Warrants.

    Section 7.04  Satisfaction of Exercise Conditions.  Subject to Section 3.03(e), the Company shall at all times exercise its best efforts to satisfy or cause to be satisfied the Exercise Conditions. In connection therewith, the Company shall exercise its best efforts to (a) prior to the exercise of any Warrant (whether in connection with a Redemption or otherwise), furnish the Warrant Agent with sufficient copies of a then-current prospectus relating to the Common Stock deliverable upon exercise of any outstanding Warrants (and the Warrant Agent, upon receipt thereof, if any, shall deliver, at the expense of the Company, the same to exercising Holders), (b) cause the related registration statement to be effective until the expiration of all Warrants, and (c) otherwise cause to be satisfied the Exercise Conditions.

    Section 7.05  Reservation of Shares.  The Company shall at all times keep reserved out of its authorized shares of Common Stock a number of shares of Common Stock sufficient to provide for the exercise of all outstanding Warrants. The registrar for the Common Stock shall at all times, until the Warrants have expired, reserve such number of authorized shares as shall be required for such purpose. All Common Stock issued upon exercise of Warrants shall, and the Company covenants that it will, upon issuance, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof.

ARTICLE VIII

MISCELLANEOUS

    Section 8.01  Supplements and Amendments.

    (a) The Company and Warrant Agent may from time to time supplement or amend this Warrant Agreement without the approval or consent of any Holder in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provision in regard to matters or questions arising hereunder that the Company and the Warrant Agent may deem necessary or desirable and that shall not adversely affect the interests of the Holders. Every Holder of Warrants, whether issued before or after any such supplement or amendment, shall be bound thereby. Promptly after the effectiveness of any supplement or amendment that affects the interest of the Holders, the Company shall give notice thereof, as provided in Section 8.02 hereof, to the Holders affected thereby, setting forth in general terms the substance of such supplement or amendment.

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    (b) The Company and the Warrant Agent may modify or amend this Warrant Agreement and the Warrant Certificates with the consent of the Holders of not fewer than a majority in number of the then-outstanding unexercised Warrants, for any purpose; provided, however, that no such modification or amendment that (i) changes the Exercise Price of the Warrants other than in accordance with Section 4.01(h), (ii) reduces the Exercise Amount other than in accordance with Article IV, (iii) accelerates the Expiration Date of the Warrants, (iv) materially and adversely affects the rights of any Holder, or (v) reduces the percentage of outstanding unexercised Warrants the consent of the Holders of which is required hereunder for modification or amendment of this Warrant Agreement or the Warrants, may be made without the consent of each Holder.

    Section 8.02  Addresses for Notices.  Any communications from the Company to the Warrant Agent with respect to this Warrant Agreement shall be addressed to The Bank of New York, 101 Barclay Street, Floor 21 West, New York, New York 10286, Attention: Corporate Trust Administration; any communications from the Warrant Agent to the Company with respect to this Agreement shall be addressed to Washington Mutual, Inc., 1201 Third Avenue, Seattle, Washington 98101, Attention: Richard D. Lodge, Treasurer (with a copy to the Secretary); or such other addresses as shall be specified in writing by the Warrant Agent or by the Company, as the case may be.

    Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder's address as it appears on the Warrant Register and shall be sufficiently given if so mailed within the time prescribed.

    Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

    Section 8.03  Governing Law.  This Warrant Agreement and the Warrant Certificates shall be governed by the laws of the State of New York.

    Section 8.04  Persons Having Rights Under Warrant Agreement.  Nothing in this Warrant Agreement, express or implied, and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Warrant Agent and the Holders any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Warrant Agreement contained shall be for the sole and exclusive benefit of the Company and the Warrant Agent and their respective successors and of the Holders.

    Section 8.05  Headings.  The descriptive headings of the several Articles and Sections and the Table of Contents of this Warrant Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

    Section 8.06  Counterparts.  This Warrant Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument.

    Section 8.07  Inspection of Agreement.  A copy of this Warrant Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent, for inspection by the Holders of Warrants.

33

    IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed as of the day and year first above written.

WASHINGTON MUTUAL, INC.
By:	/s/ FAY L. CHAPMAN Name: Fay L. Chapman Title: Senior Executive Vice President
THE BANK OF NEW YORK, as Warrant Agent
By:	/s/ MICHAEL PITFICK Name: Michael Pitfick Title: Assistant Treasurer

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EXHIBIT A

[FORM OF WARRANT CERTIFICATE]

THE WARRANTS REPRESENTED BY THIS CERTIFICATE WERE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF A WARRANT TO PURCHASE .8054 SHARES (SUBJECT TO ANTI-DILUTION ADJUSTMENTS) OF COMMON STOCK OF THE COMPANY AT THE EXERCISE PRICE SET FORTH IN THE BELOW-REFERENCED WARRANT AGREEMENT AND A PREFERRED SECURITY OF WASHINGTON MUTUAL CAPITAL 2001 (THE "TRUST"). THE WARRANTS AND THE PREFERRED SECURITIES MAY BE SEPARATED AND TRANSFERRED SEPARATELY, AND RE-ATTACHED, IN ACCORDANCE WITH THE PROVISIONS OF THE UNIT AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT.

[THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 OF REGULATION S; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO WASHINGTON MUTUAL OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT (IF AVAILABLE), (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO

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CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE) SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS WASHINGTON MUTUAL MAY REASONABLY REQUIRE, TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]

[THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE RESALE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.]

[PRIOR TO EXPIRATION OF THE ONE-YEAR DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT (A) TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER.]

No. {  }	Certificate for [      Warrants]
	[Number of Warrants set forth on Schedule A hereto]

WARRANTS TO PURCHASE COMMON STOCK OF
WASHINGTON MUTUAL, INC.

    THIS CERTIFIES THAT             , or its registered assigns, is the registered holder of the number of Warrants set forth above (the "Warrants"). Each Warrant entitles the holder thereof (the "Holder"), at its option and subject to the provisions contained herein and in the Warrant Agreement referred to below, to purchase from Washington Mutual, Inc., a Washington corporation ("the Company"), .8054 shares (subject to certain adjustments as set forth in the Warrant Agreement) of common stock of the Company (the "Common Stock") at the Exercise Price. This Warrant Certificate shall terminate and become void, and the related Warrants shall expire, as of 5:00 p.m., New York time,

A–2

on the earlier of (i) May 3, 2041 subject to certain exceptions or (ii) the date the Warrants are redeemed by the Company pursuant to the terms of the Warrant Agreement, as described below (the "Expiration Date"), or upon the earlier exercise hereof as to all the shares of Common Stock subject hereto. The number of shares issuable upon exercise of the Warrants shall be subject to adjustment from time to time as set forth in the Warrant Agreement.

    This Warrant Certificate is issued under and in accordance with a Warrant Agreement dated as of April 30, 2001 (the "Warrant Agreement"), between the Company and The Bank of New York, as warrant agent (the "Warrant Agent", which term includes any successor Warrant Agent under the Warrant Agreement), and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is hereby incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement for a full statement of the respective rights, limitations of rights, duties and obligations of the Company, the Warrant Agent and the Holders of the Warrants. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Warrant Agreement. A copy of the Warrant Agreement may be obtained for inspection by the Holder hereof upon written request to the Warrant Agent at its address for notices specified in the Warrant Agreement.

    Subject to redemption as described below, the Holder of this Warrant Certificate shall have the right, prior to the Expiration Date, at such Holder's option, to exercise the related Warrant and purchase the Exercise Amount (subject to certain adjustments set forth in the Warrant Agreement) of Common Stock at the Exercise Price, provided that the Exercise Conditions are met as of such date. If the Warrant evidenced by this Warrant Certificate is not exercised at or before 5:00 p.m., New York time, on its Expiration Date, such Warrant shall become void, and all rights of the Holder of this Warrant Certificate hereunder and under the Warrant Agreement shall cease. The Warrant or Warrants evidenced by this Warrant Certificate may be exercised by giving notice to the Warrant Agent no later than 5:00 p.m., New York time, on the Business Day preceding the proposed date of exercise of such Warrants and completing the form of election to purchase set forth on the reverse hereof, and delivering the same, together with this Warrant Certificate (if this Warrant Certificate shall then be held in definitive form), to the Warrant Agent no later than 5:00 p.m., New York time, on the date of such exercise, together with a Cash Payment (unless, in accordance with the Warrant Agreement, a Remarketing Payment is to be made). In no event may a Holder satisfy its obligation to pay the Exercise Price by tendering Preferred Securities.

    On the date of exercise of the Warrant or Warrants evidenced by this Warrant Certificate, the Company shall issue, and the Warrant Agent shall deliver, to or upon the order of the Holder hereof, the Exercise Amount of Common Stock to which such Holder is entitled, registered in such name or names as may be directed by such Holder. The date on which this Warrant Certificate and payment are received by the Warrant Agent as aforesaid shall be deemed to be the date on which the related Warrant is exercised and the related Common Stock is issued.

    Notwithstanding anything to the contrary in this Warrant Certificate or in the Warrant Agreement, (i) no fractional shares of Common Stock shall be issued by the Company upon the exercise of any Warrant, (ii) if more than one Warrant shall be exercised at the same time by the same Holder, the number of shares of Common Stock issuable in connection with such exercise shall be computed on the basis of the aggregate Exercise Amount of the Warrants so exercised, and (iii) on the date a Holder exercises such Holder's Warrant, the Company shall pay such Holder an amount in cash equal to the then-current Market Price (multiplied by the related fraction) of Common Stock for such fractional shares, computed to the nearest whole cent.

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    If fewer than all of the Warrants evidenced by this Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall countersign and deliver, a new Warrant Certificate evidencing the number of Warrants remaining unexercised.

    The "Exercise Conditions" require that, with respect to any Warrant on any date on which such Warrant is or is proposed to be exercised by the Holder thereof, (i) in the case of a Holder who received warrants in a transaction exempt from registration requirements under the Securities Act:

    (a) the sale of the shares upon exercise of a Warrant shall be exempt from the registration requirements of the Securities Act and such shares of Common Stock shall bear the legend set forth in Section 2.02(f) of the Warrant Agreement and

    (b) the shares of Common Stock have been registered, qualified or are deemed to be exempt under the securities laws of the state of residence of the exercising Holder

or (ii) in the case of a Holder who received warrants transferred pursuant to an effective shelf registration statement, that:

    (a) the Company shall have a registration statement in effect covering the issuance of the related Exercise Amount of Common Stock upon exercise of such Warrant;

    (b) such shares of Common Stock have been registered, qualified or are deemed to be exempt under the securities laws of the state of residence of the exercising Holder; and

    (c) a then current prospectus relating to the Common Stock shall be delivered to such exercising Holder.

    As provided in the Warrant Agreement, the number of shares of Common Stock issuable upon the exercise of the Warrants is subject to an anti-dilution adjustment upon the happening of certain events. The Warrant Agreement also provides for certain adjustments and/or distributions in the event of certain events relating to a merger or combination of the Company, and similar events.

    Subject to satisfaction of the Exercise Conditions and certain other conditions, the Company may elect to cause a remarketing of the Preferred Securities and a contemporaneous redemption of the Warrants on the Redemption Date, for cash, in an amount equal to the Warrant Value as of the Remarketing Date, in accordance with the Warrant Agreement and related agreements.

    A Holder (i) may elect to exercise a Warrant in lieu of Redemption, if (A) such Warrant is held pursuant to the Unit Agreement, and such Holder has opted out of participating in the Remarketing, by notice given to the Warrant Agent and the Unit Agent; or (B) such Warrant is not held pursuant to the Unit Agreement, by notice given to the Warrant Agent, in each case prior to 5:00 p.m., New York time, on the Business Day prior to the related Redemption Date; and (ii) as provided in the Unit Agreement, shall be deemed to have elected to exercise such Warrant in lieu of Redemption, if such Warrant is held pursuant to the Unit Agreement and such Holder has not opted out of participating in the Remarketing. In the absence of an election to exercise a Warrant in lieu of a Redemption, including a deemed election pursuant to clause (ii) of the preceding sentence, a Holder will be deemed to have elected to have its Warrants redeemed on the Redemption Date.

    If a Holder elects or is deemed to have elected to exercise a Warrant pursuant to the preceding paragraph, then such Holder must tender the Exercise Price for such Warrant as a Cash Payment, and must follow certain procedures set forth in the Warrant Agreement; provided, however, that if (i) such Warrant is, on the Remarketing Date, held pursuant to the Unit Agreement, (ii) such Holder has not opted out of participating in the Remarketing, and (iii) a Successful Remarketing shall have occurred, then the Exercise Price of such Warrant will be deemed to have been paid by a Remarketing Payment, and the Remarketing Agent will, in connection with such Remarketing Payment, apply the proceeds of

A–4

the Remarketing of the related Preferred Security in accordance with the terms of the Remarketing Agreement and the Unit Agreement.

    Any Warrant so redeemed or exercised will, upon such redemption or exercise, cease to be outstanding.

    If a Redemption cannot occur because of an inability, following the Company's best efforts, to satisfy the Redemption Conditions, the Company will promptly notify the Warrant Agent and each Holder (at its address specified in the Warrant Register) thereof. Such event will not constitute a default under the Warrant Agreement so long as the Company is not otherwise in violation thereof; and the Company may, under such circumstances, subsequently seek to remarket the Preferred Securities and contemporaneously redeem the Warrants.

    The Company will, contemporaneously with the giving of notice of Remarketing, furnish notice of Redemption to the Warrant Agent, which will, within two (2) Business Days after receipt thereof, furnish notice of such Redemption to Holders of Definitive Warrants, and the Company will request, not later than four nor more than 20 business days prior to the Remarketing Date, that DTC notify its Participants holding Warrants of the Remarketing.

    The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with the transfer or exchange of the Warrant Certificates pursuant to the Warrant Agreement, but not for any exchange or original issuance (not involving a transfer) with respect to temporary Warrant Certificates, the exercise of the Warrants or the issuance of the Common Stock.

    This Warrant Certificate may be exchanged at the office of the Warrant Agent by presenting this Warrant Certificate properly endorsed with a request to exchange this Warrant Certificate for other Warrant Certificates evidencing an equal number of Warrants, in accordance with the Warrant Agreement.

    All shares of Common Stock issuable by the Company upon the exercise of the Warrants shall, upon such issue, be duly and validly issued and fully paid and non-assessable.

    The holder in whose name this Warrant Certificate is registered may be deemed and treated by the Company and the Warrant Agent as the absolute owner of this Warrant Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the contrary.

    Neither this Warrant Certificate, nor the Warrant evidenced hereby, entitles the Holder hereof to any of the rights of a shareholder of the Company.

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    This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.

WASHINGTON MUTUAL, INC.
By:
	Name: Title:

DATED:
Countersigned:
THE BANK OF NEW YORK, as Warrant Agent
By	Authorized Signatory

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[REVERSE OF WARRANT CERTIFICATE]
FORM OF ELECTION TO PURCHASE COMMON STOCK
(to be executed only upon exercise of Warrants)

WASHINGTON MUTUAL, INC.

    The undersigned hereby irrevocably elects to exercise    Warrants at an Exercise Price of $      per Warrant to acquire the Exercise Amount (as determined pursuant to the Warrant Agreement) per Warrant of Common Stock of Washington Mutual, Inc. on the terms and conditions specified within this Warrant Certificate and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein and directs that the shares of Common Stock deliverable upon such exercise be registered or placed in the name and at the address specified below and delivered thereto.

    The signature below must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed.

Dated:             ,
	(Signature of Holder)
	(Street Address)
	(City)      (State)  (Zip Code)
	Signature Guaranteed by:
	(Signature must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved guarantee medallion program pursuant to Securities Exchange Commission Rule 17Ad-5)
Common Stock to be issued to:

    Please insert social security or identifying number:

    Name: 

    Street Address: 

    City, State and Zip Code: 

Any unexercised Warrants represented by the Warrant Certificate to be issued to:

    Please insert social security or identifying number:

    Name: 

    Street Address: 

    City, State and Zip Code: 

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[TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE A

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

This Global Certificate shall represent 0 Warrants unless otherwise indicated below.

    The following increases or decreases in this Global Certificate have been made:

Date
Amount of decrease
in Number of Warrants
evidenced by the
Global Certificate Amount of increase
in Number of Warrants
evidenced by the
Global Certificate Number of Warrants
evidenced by the
Global Certificate
following such
decrease or increase Signature of
authorized officer of
Agent

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EXHIBIT B

[Compensation of Warrant Agent]

B–1

EXHIBIT C

FORM OF TRANSFER CERTIFICATE (RULE 144A TO REGULATION S)

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn.: Corporate Trust Administration

Re:

$1,000,000 Trust Preferred Income Equity Redeemable Securities (PIERS) Units ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is hereby made to the Unit Agreement dated as of April 30, 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as Warrant Agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    This letter relates to            amount of Warrants which are held in the form of [a beneficial interest in the Rule 144A Global Warrant with the Depositary in the name of the undersigned] [a certificated Unit bearing the Securities Act Legend].

    The undersigned has requested a transfer of such [beneficial interest] [certificated Warrant] to a Person who will take delivery thereof in the form of [a beneficial interest in the Regulation S Global Warrant (ISIN No.      ) to be held with [Euroclear] [Clearstream] (Common Code      ) through the Depositary] [a certificated Unit not bearing the Securities Act Legend].

    In connection with such transfer, the undersigned does hereby certify that such transfer will be effected in accordance with the transfer restrictions set forth in the Agreement and the Warrants and pursuant to and in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the undersigned further certifies that:

    (a) the offer of the Warrants was not made to a U.S. Person (as defined under Regulation S);

    (b) [at the time the buy order was originated, the transferee was outside the United States or the undersigned and any Person acting on behalf of the undersigned reasonably believed that the transferee was outside the United States] [the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any Person acting on behalf of the undersigned knows that the transaction was prearranged with a buyer in the United States];

    (c) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

    (d) the undersigned is not an Issuer or a distributor, an affiliate of either an Issuer or a distributor, or a Person acting on behalf of any of the foregoing; and

    (e) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

C–1

    This certificate and the statements contained herein are made for the benefit of the Issuers and the Warrant Agent on behalf of the Warrant holders.

[NAME OF TRANSFEROR]
By:
	Name:
	Title:

Dated:             ,       

cc: Washington Mutual, Inc.

C–2

EXHIBIT D

FORM OF TRANSFER CERTIFICATE (REGULATION S TO RULE 144A)

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn.: Corporate Trust Administration

Re:

$1,000,000,000 Trust Preferred Income Equity Redeemable Securities (PIERS) Units ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is hereby made to the Unit Agreement dated as of April 30, 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as Warrant Agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    This letter relates to      of Warrants which are held in the form of a beneficial interest in the Regulation S Global Warrant (ISIN No.      ) with the Depositary in the name of the undersigned.

    The undersigned has requested a transfer of such beneficial interest in the Warrants to a Person who will take delivery thereof in the form of a beneficial interest in the Rule 144A Global Warrant (CUSIP No.      ).

    In connection with such transfer, the undersigned does hereby confirm that such transfer will be effected in accordance with the transfer restrictions set forth in the Indenture and the Warrants, and accordingly, the undersigned represents that such transfer is being made to a Person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

    This certificate and the statements contained herein are made for the benefit of the Issuers and the Warrant Agent on behalf of the Warrant holders.

[NAME OF TRANSFEROR]
By:
	Name:
	Title:

Dated:             ,       

cc: Washington Mutual, Inc.

D–1

EXHIBIT E

FORM OF REQUEST FOR REMOVAL OF SECURITIES ACT LEGEND

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attn.: Corporate Trust Administration

Re:

                Trust Preferred Income Equity Redeemable Securities (PIERS) Units ("Securities") of Washington Mutual, Inc. and Washington Mutual Capital Trust 2001

    Reference is hereby made to the Unit Agreement dated as of            , 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as warrant agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    This letter relates to            amount of Securities which are held in the form of [a beneficial interest in the Rule 144A Global Warrant (CUSIP No.       ) with the Depositary] [[a] certificated Security(ies)] in the name of the undersigned].

    The undersigned requests that the Securities Act Legend on such Security(ies) be removed.

    The undersigned certifies that neither the Securities Act Legend nor the restrictions on transfer set forth therein are required to ensure that transfers of the subject Security(ies) will not violate the registration requirements of the Securities Act.

    This certificate and the statements contained herein are made for the benefit of the Issuers and the Warrant Agent Trustee on behalf of the Warrant holders.

[NAME]
By:
	Name:
	Title:

Dated:             ,       

cc: Washington Mutual, Inc.

E–1

EXHIBIT F

FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER FROM RESTRICTED
REGULATION S GLOBAL UNIT TO PERMANENT REGULATION S GLOBAL UNIT

[Euroclear Bank, S.A./N.V., as operator of the Euroclear System]
[Clearstream Banking, S.A.]

Re:

Washington Mutual, Inc. and Washington Mutual Capital Trust 2001
$1,000,000,000 Trust Preferred Income Equity Redeemable Securities (PIERS Units)

            CUSIP No.       ] [ISIN:       ]

    Reference is made to the PIERS Units issued by Washington Mutual, Inc. and Washington Mutual Capital Trust 2001 (the "Issuers") pursuant to a Unit Agreement dated as of             , 2001 (the "Agreement"), among Washington Mutual, Inc., Washington Mutual Capital Trust 2001, The Bank of New York, as Warrant Agent, The Bank of New York, as Property Trustee and The Bank of New York, as Agent. Capitalized terms used but not defined herein will have the meanings given to them in the Agreement.

    [For purposes of acquiring a beneficial interest in the Permanent Regulation S Global Warrant upon the expiration of the Restricted Period,] [For purposes of receiving payments under the Restricted Regulation S Global Warrant],(1) the undersigned holder of a beneficial interest in the Restricted Regulation S Global Warrant issued under the Agreement certifies that it is not a U.S. Person as defined by Regulation S under the United States Securities Act of 1933, as amended.

(1)

Select, as applicable.

    We undertake to advise you promptly by telex or other electronic transmission on or prior to the date on which you intend to submit your corresponding certification relating to the securities held by you if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certificate applies as of such date.

    We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and benefit of the Warrant Agent, the Initial Purchaser and the Issuers.

Dated:             ,       

By:                    

as, or as agent for, the holder of a beneficial interest in the securities to which this certificate relates.

F–1

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Exhibit 4.5
TABLE OF CONTENTS
RECITALS
ARTICLE I DEFINITIONS
ARTICLE II ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES
ARTICLE III DURATION AND EXERCISE OF WARRANTS
ARTICLE IV ANTI-DILUTION PROVISIONS
ARTICLE V EXCHANGE AND TRANSFER OF WARRANTS
ARTICLE VI CONCERNING THE WARRANT AGENT
ARTICLE VII COVENANTS
ARTICLE VIII MISCELLANEOUS
EXHIBIT A
[FORM OF WARRANT CERTIFICATE]
WARRANTS TO PURCHASE COMMON STOCK OF WASHINGTON MUTUAL, INC.
[REVERSE OF WARRANT CERTIFICATE] FORM OF ELECTION TO PURCHASE COMMON STOCK (to be executed only upon exercise of Warrants)
[TO BE ATTACHED TO GLOBAL CERTIFICATES]
SCHEDULE A
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE
EXHIBIT B
[Compensation of Warrant Agent]
EXHIBIT C
FORM OF TRANSFER CERTIFICATE (RULE 144A TO REGULATION S)
EXHIBIT D
FORM OF TRANSFER CERTIFICATE (REGULATION S TO RULE 144A)
EXHIBIT E
FORM OF REQUEST FOR REMOVAL OF SECURITIES ACT LEGEND
EXHIBIT F
FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER FROM RESTRICTED REGULATION S GLOBAL UNIT TO PERMANENT REGULATION S GLOBAL UNIT

EX-4.6

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Exhibit 4.6

AMENDMENT No. 1 to the WARRANT AGREEMENT

    This Amendment No.1, dated as of May 16, 2001, to the Warrant Agreement dated as of April 30, 2001 (the "Initial Warrant Agreement" and, as amended by this Amendment, the "Warrant Agreement") between Washington Mutual, Inc., a Washington corporation (the "Company"), and The Bank of New York, as Warrant Agent (the "Warrant Agent"), relates to the issue and sale by the Company of 20,000,000 of its Trust Preferred Income Equity Redeemable Securities (PIERS^SM) (the "Units") to Lehman Brothers Inc. (the "Initial Purchaser") and the grant by the Company to the Initial Purchaser of an option (the "Option") to purchase up to an additional 3,000,000 of the Units (the "Option Units") subject to the terms and conditions stated therein.

    1.  Amendment to section 2.02(a).  the parties hereto hereby agree that the fifth paragraph of section 2.02(a) of the initial warrant agreement is amended by deleting the fourth sentence of such paragraph in its entirety and replacing it with the sentence below, this amendment being deemed by the parties hereto as a correction of the initial warrant agreement to reflect the intention of the parties as of the date of the initial warrant agreement:

    "Upon the execution and delivery of this Agreement, the Global Warrant shall represent no outstanding Warrants, as specified in the "Schedule of Exchanges of Interests of Global Warrant" attached thereto or otherwise in accordance with the Applicable Procedures, and the Global Unit Certificate shall represent 20,000,000 outstanding Warrants (or 23,000,000 if the Initial Purchaser's option to purchase an additional 3,000,000 Units is exercised in full), as specified in the "Schedule of Exchanges of Interests of Global Warrant" attached thereto or otherwise in accordance with the Applicable Procedures."

    2.  Amendment to Section 2.03.  The parties hereto hereby agree that the third paragraph of Section 2.03 of the Initial Warrant Agreement is amended by deleting the third sentence of such paragraph in its entirety and replacing it with the sentence below, this amendment being deemed by the parties hereto as a correction of the Initial Warrant Agreement to reflect the intention of the parties as of the date of the Initial Warrant Agreement:

    "Subsequent to the original issuance, the Warrant Agent shall countersign new Warrant Certificates only if such Warrant Certificates are issued (i) upon the exercise by the Initial Purchaser of its option to purchase an additional 3,000,000 Units or (ii) in exchange or substitution for one or more previously countersigned Warrant Certificates or in connection with their transfer, as hereinafter provided."

    3.  Entire Agreement.  This amendment No. 1 constitutes the entire agreement between the parties relating to the matter covered by Section 1 of this Amendment, and the Initial Warrant Agreement, as amended by this Amendment, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, both written and oral, if any, between the parties with respect to the subject matter hereof.

    4.  Governing Law.The Warrant Agreement shall be governed by, and construed or interpreted in accordance with, the laws of the State of New York.

    5.  Counterparts.  This Amendment may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

    6.  Headings.  The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Amendment.

    7.  Modifications.  This Amendment and the Warrant Agreement may not be amended of modified except in a writing signed by each of the parties hereto.

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the day first above written.

WASHINGTON MUTUAL, INC.
By:	/s/ FAY L. CHAPMAN Name: Fay L. Chapman Title: Senior Executive Vice President
THE BANK OF NEW YORK, As Warrant Agent
By:	/s/ MICHAEL PITFICK Name: Michael Pitfick Title: Assistant Treasurer

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AMENDMENT No. 1 to the WARRANT AGREEMENT

EX-4.7

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Exhibit 4.7

GUARANTEE AGREEMENT

Between

Washington Mutual, Inc.,
as Guarantor

And

The Bank of New York,
as Guarantee Trustee

Dated as of April 30, 2001

Table of Contents

		Page
ARTICLE I DEFINITIONS AND INTERPRETATION		1
	SECTION 1.1. Interpretation	1
	SECTION 1.2. Definitions	1
ARTICLE II TRUST INDENTURE ACT		4
	SECTION 2.1. Trust Indenture Act, Application	4
	SECTION 2.2. Lists of Holders of Securities	4
	SECTION 2.3. Reports by the Guarantee Trustee	4
	SECTION 2.4. Periodic Reports to the Guarantee Trustee	5
	SECTION 2.5. Evidence of Compliance with Conditions Precedent	5
	SECTION 2.6. Events of Default; Waiver	5
	SECTION 2.7. Event of Default; Notice	5
	SECTION 2.8. Conflicting Interests	5
	SECTION 2.9. Disclosure of Information	5
	SECTION 2.10. Guarantee Trustee May File Proofs of Claim	5
ARTICLE III POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE		6
	SECTION 3.1. Powers and Duties of the Guarantee Trustee	6
	SECTION 3.2. Certain Rights of Guarantee Trustee	7
	SECTION 3.3. Not Responsible for Recitals or Issuance of Guarantee	8
ARTICLE IV GUARANTEE TRUSTEE		8
	SECTION 4.1. Guarantee Trustee: Eligibility	8
	SECTION 4.2. Appointment, Removal and Resignation of Guarantee Trustee	9
ARTICLE V GUARANTEE		9
	SECTION 5.1. Guarantee	9
	SECTION 5.2. Waiver of Notice and Demand	10
	SECTION 5.3. Obligations Not Affected	10
	SECTION 5.4. Rights of Holders	10
	SECTION 5.5. Guarantee of Payment	11
	SECTION 5.6. Subrogation	11
	SECTION 5.7. Independent Obligations	11
ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION		11
	SECTION 6.1. Limitation of Transactions	11
	SECTION 6.2. Ranking	12
ARTICLE VII TERMINATION		12
	SECTION 7.1. Termination	12
ARTICLE VIII INDEMNIFICATION		13
	SECTION 8.1. Exculpation	13
	SECTION 8.2. Indemnification	13
ARTICLE IX MISCELLANEOUS		13
	SECTION 9.1. Successors and Assigns	13
	SECTION 9.2. Amendments	13
	SECTION 9.3. Notices	13
	SECTION 9.4. Benefit	14
	SECTION 9.5. Governing Law	14
	SECTION 9.6. Counterparts	14

    This GUARANTEE AGREEMENT (the "Guarantee"), dated as of April 30, 2001, is executed and delivered by Washington Mutual, Inc., a Washington corporation (the "Guarantor"), and The Bank of New York, a New York banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of Washington Mutual Capital 2001, a Delaware statutory business trust (the "Issuer").

    WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), dated as of April 23, 2001, among the Guarantor, as Sponsor, Diane L. Kelleher, Craig S. Davis and William A. Longbrake, as the initial Administrative Trustees, The Bank of New York, as the initial Property Trustee, and The Bank of New York (Delaware), as the initial Delaware Trustee, the Issuer is issuing on the date hereof 20,000,000 (or 23,000,000 if the Underwriters's option with respect to the Units (as defined below) is exercised in full) preferred securities, stated liquidation amount of $50 per preferred security, having an aggregate stated liquidation amount of $1,000,000,000 (or $1,150,000,000 if the Underwriters's option with respect to the Units is exercised in full), such preferred securities being designated the Preferred Securities (the "Preferred Securities") and 618,600 (or 690,000 if the Underwriters's over-allotment option with respect to the Units is exercised in full) common securities, stated liquidation amount of $50 per common security, having an aggregate stated liquidation amount of $30,930,000 (or $34,500,000) if the Underwriters's option with respect to the Units is exercised in full), such common securities being designated the Common Securities (the "Common Securities" and, together with the Preferred Securities, the "Securities"); and

    WHEREAS, as incentive for the Holders to purchase the Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay in full to the Holders the Guarantee Payments (as defined below) and to make certain other payments on the terms and conditions set forth herein.

    NOW, THEREFORE, in consideration of the purchase by each Holder, which purchase the Guarantor hereby acknowledges shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of the Holders.

ARTICLE I
DEFINITIONS AND INTERPRETATION

SECTION 1.1.  Interpretation

    In this Guarantee, unless the context otherwise requires:

    (a) capitalized terms used in this Guarantee but not defined in the preamble above have the respective meanings assigned to them in Section 1.2;

    (b) terms defined in the Declaration as at the date of execution of this Guarantee have the same meaning when used in this Guarantee unless otherwise defined in this Guarantee;

    (c) a term defined anywhere in this Guarantee has the same meaning throughout;

    (d) all references to "this Guarantee" are to this Guarantee as modified, supplemented or amended from time to time;

    (e) all references in this Guarantee to Articles and Sections are to Articles and Sections of this Guarantee, unless otherwise specified;

    (f)  a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee, unless otherwise defined in this Guarantee or unless the context otherwise requires; and

    (g) a reference to the singular includes the plural and vice versa.

SECTION 1.2.  Definitions

1

    The following terms have the following meanings:

    "Accreted Value" has the meaning set forth in the Declaration.

    "Affiliate" has the same meaning as given to that term in Rule 405 under the Securities Act of 1933, as amended, or any successor rule thereunder.

    "Business Day" has the meaning set forth in the Declaration.

    "Change of Control Repurchase Price" has the meaning set forth in the Declaration.

    "Common Securities" has the meaning set forth in the Recitals hereto.

    "Corporate Trust Office" means the office of the Guarantee Trustee at which the corporate trust business of the Guarantee Trustee shall, at any particular time, be principally administered, which office at the date of execution of this Agreement is located at 101 Barclay Street, 21 West, New York, New York 10286.

    "Covered Person" means any Holder or beneficial owner of Securities.

    "Debenture Issuer" has the meaning set forth in the Declaration.

    "Debenture Trustee" has the meaning set forth in the Declaration.

    "Debentures" means the series of subordinated debt securities of the Guarantor designated the 5.375% Junior Subordinated Deferrable Interest Debentures due July 1, 2041 to be purchased by the Issuer and held by the Property Trustee.

    "Declaration" has the meaning set forth in the Recitals hereto.

    "Event of Default" means a failure by the Guarantor to perform any of its payment or other obligations under this Guarantee.

    "First Supplemental Indenture" means the First Supplemental Indenture, dated as of April 30, 2001, between the Debenture Issuer and the Debenture Trustee,

    "Guarantee Payments" means the following payments or distributions, without duplication, with respect to the Securities, to the extent not paid or made by the Issuer:

    (i)  any accumulated and unpaid Distributions (as defined in the Declaration) that are required to be paid on such Securities to the extent the Issuer has funds legally available therefor;

    (ii) the Redemption Price (as defined in the Declaration), with respect to the Securities in respect of which the related Debentures have been repaid at maturity, to the extent the Issuer has funds legally available therefor;

    (iii) the Change of Control Repurchase Price (as defined in the Declaration), with respect to the Preferred Securities of Holders which exercised their right pursuant to Section 6.8 of the Declaration to require the Trust to exchange their Preferred Securities for Debentures and require the Debenture Issuer to repurchase the Debentures which they have received in exchange for their Preferred Securities, to the extent the Issuer has funds legally available therefor; and

    (iv) upon a voluntary or involuntary dissolution, termination and liquidation of the Issuer (other than in connection with the distribution of Debentures to the Holders in exchange for Securities as provided in the Declaration), the lesser of:

    (a) the aggregate Accreted Value of the Securities plus all accumulated and unpaid Distributions on the Securities to the date of payment, to the extent the Issuer has funds legally available therefor; and

2

    (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer.

    "Guarantee Trustee" means The Bank of New York, a New York banking corporation, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee and thereafter means each such Successor Guarantee Trustee.

    "Guarantor" has the meaning set forth in the Recitals hereto.

    "Holder" has the meaning given such term in the Declaration.

    "Indemnified Person" means the Guarantee Trustee, any Affiliate of the Guarantee Trustee, or any officers, directors, shareholders, members, partners, employees, representatives, nominees, custodians or agents of the Guarantee Trustee.

    "Indenture" means the Indenture, dated as of April 30, 2001, between the Guarantor, as Debenture Issuer, and the Debenture Trustee, as trustee, as amended or supplemented from time to time, including the First Supplemental Indenture, dated as of April 30, 2001, between the Debenture Issuer and the Debenture Trustee, pursuant to which the Debentures are to be issued.

    "Indenture Event of Default" means any event specified in Section 2.10 of the First Supplemental Indenture.

    "Issue" has the meaning set forth in the Recitals hereto.

    "Majority in Liquidation Amount" means, except as provided by the Trust Indenture Act, a vote by Holders of outstanding Securities voting together as a single class or, as the context may require, the Holders of outstanding Preferred Securities or the Holders of outstanding Common Securities, voting separately as a class, who are the record owners of more than 50% of the aggregate stated liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities or all outstanding Securities of the relevant class, as the case may be.

    "Officers' Certificate" means, with respect to any person, a certificate signed by the Chairman, a Vice Chairman, the Chief Executive Officer, the President, a Vice President, the Chief Accounting Officer, and the Secretary or an Assistant Secretary of the Guarantor. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee (other than pursuant to Section 314(a)(4) of the Trust Indenture Act) shall include:

(a)

a statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating thereto;



(b)

a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate;



(c)

a statement that each such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and



(d)

a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

    "Other Debentures" means all junior subordinated debentures issued by the Guarantor from time to time and sold to any other trust, partnership or other entity affiliated with the Guarantor that is a financing vehicle of the Guarantor, if any, in each case similar to the Issuer.

    "Other Guarantees" means all guarantees to be issued by the Guarantor with respect to capital securities, if any, similar to the Securities issued by any other trust, partnership or other entity affiliated

3

with the Guarantor that is a financing vehicle of the Guarantor, if any, in each case similar to the Issuer.

    "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

    "Preferred Securities" has the meaning set forth in the Recitals hereto.

    "Property Trustee" has the meaning set forth in the Declaration.

    "Pro Rata" has the meaning set forth in the Declaration.

    "Redemption Price" has the meaning set forth in the Declaration.

    "Repurchase Price" has the meaning set forth in the Declaration.

    "Responsible Officer" means any officer within the Corporate Trust Office of the Guarantee Trustee, including any vice president, any assistant vice president, any assistant secretary, the treasurer, any assistant treasurer or other officer of the Corporate Trust Office of the Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

    "Securities" has the meaning set forth in the Recitals hereto.

    "Successor Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4. 1.

    "Trust Enforcement Event" has the meaning given such term in the Declaration.

    "Trust Indenture Act" means the Trust Indenture Act of 1939, or any successor legislation, in each case, as amended.

    "Unit" has the meaning set forth in the Declaration.

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1.  Trust Indenture Act, Application

    (a) This Guarantee is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee and shall be governed, to the extent applicable, by such provisions; and

    (b) if and to the extent that any provision of this Guarantee limits, qualifies or conflicts with the duties imposed by Section 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 2.2.  Lists of Holders of Securities

    (a) The Guarantor shall provide the Guarantee Trustee (unless the Guarantee Trustee is otherwise the registrar of the Securities) with a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders ("List of Holders"):

    (i)  as of the record date relating to the payment of any Guarantee Payment, at least one Business Day prior to the date for payment of such Guarantee Payment, except while the Preferred Securities are represented by one or more Global Preferred Securities; and

4

    (ii) at any other time, within 30 days of receipt by the Guarantor of a written request from the Guarantee Trustee for a List of folders as of a date no more than fifteen days before such List of Holders is given to the Guarantee Trustee.

If at any time the List of Holders does not differ from the most recent List of Holders provided to the Guarantee Trustee by the Guarantor, the Guarantor shall not be obligated to provide such List of Holders. The Guarantee Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in Lists of Holders given to it, provided that the Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

    (b) The Guarantee Trustee shall comply with its obligations under, and shall be entitled to the benefits of, Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

SECTION 2.3.  Reports by the Guarantee Trustee

    Within 60 days after May 15 of each year (commencing with the first anniversary of the issuance of the Preferred Securities), the Guarantee Trustee shall provide to the Holders of the Preferred Securities such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the other requirements of Section 313 of the Trust Indenture Act.

SECTION 2.4.  Periodic Reports to the Guarantee Trustee

    The Guarantor shall provide to the Guarantee Trustee such documents, reports and information as required by Section 314, if any, and the compliance certificate required by Section 314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.5.  Evidence of Compliance with Conditions Precedent

    The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Guarantee that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate.

SECTION 2.6.  Events of Default; Waiver

    The Holders of a Majority in Liquidation Amount of the Securities may, by vote, on behalf of all Holders, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising there from shall be deemed to have been cured, for every purpose of this Guarantee, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

SECTION 2.7.  Event of Default; Notice

    (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, mail by first class postage prepaid, to all Holders, notices of all Events of Default actually known to a Responsible Officer, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of default in the payment of any Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or a Responsible Officer in good faith determines that the withholding of such notice is in the interests of the Holders.

    (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice from the Guarantor, or a Responsible Officer charged with the administration of the Declaration shall have obtained actual knowledge, of such Event of Default.

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SECTION 2.8.  Conflicting Interests

    The Declaration and the Indenture shall be deemed to be specifically described in this Guarantee for the purposes of clause (I) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

SECTION 2.9.  Disclosure of Information

    The disclosure of information as to the names and addresses of the Holders of the Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, shall not be deemed to be a violation of any existing law, or any law hereafter enacted which does not specifically refer to Section 312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.

SECTION 2.10.  Guarantee Trustee May File Proofs of Claim

    Upon the occurrence of an Event of Default, the Guarantee Trustee is hereby authorized, but shall not be obligated, to:

    (a) recover judgment, in its own name and as trustee of an express trust, against the Guarantor for the whole amount of any Guarantee Payments remaining unpaid; and

    (b) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have its claims and those of the Holders allowed in any judicial proceedings relative to the Guarantor, its creditors or its property.

ARTICLE III
POWERS, DUTIES AND RIGHTS OF
GUARANTEE TRUSTEE

SECTION 3.1.  Powers and Duties of the Guarantee Trustee

    (a) This Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee to any Person except a Holder exercising his or her rights pursuant to Section 5.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee pursuant to Section 4.2. The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, and such vesting and succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.

    (b) If an Event of Default actually known to a Responsible Officer has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the benefit of the Holders.

    (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the cure or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee, and no implied covenants shall be read into this Guarantee against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer, the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

    (d) No provision of this Guarantee shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

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     (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

    (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee, and no implied covenants or obligations shall be read into this Guarantee against the Guarantee Trustee; and

    (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee;

    (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

    (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Securities relating to the time, method and place of conducting any proceeding, for any remedy available to the Guarantee Trustee in respect of this Guarantee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee; and

    (iv) no provision of this Guarantee shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee or indemnity, reasonably satisfactory to the Guarantee Trustee, against such risk or liability is not reasonably assured to it.

SECTION 3.2.  Certain Rights of Guarantee Trustee

    (a) Subject to the provisions of Section 3.1:

     (i) The Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

    (ii) Any direction or act of the Guarantor contemplated by this Guarantee may be sufficiently evidenced by an Officers' Certificate.

    (iii) Whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor.

    (iv) The Guarantee Trustee shall have no duty to record, file or register any instrument (or any duty to rerecord, refile or reregister such instrument).

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    (v) The Guarantee Trustee may consult with counsel of its selection or other experts of its selection, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates and may include any of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee from any court of competent jurisdiction.

    (vi) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity, reasonably satisfactory to the Guarantee Trustee, against the costs, expenses (including attorneys' fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that, nothing contained in this Section 3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee.

   (vii) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

   (viii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

    (ix) Any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action.

    (A) Whenever in the administration of this Guarantee the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee:

    (B) may request instructions from the Holders of a Majority in liquidation amount of the Preferred Securities;

    (C) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and

    (D) shall be protected in conclusively relying on or acting in accordance with such instructions.

    (x) The Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Guarantee.

    (b) No provision of this Guarantee shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall

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be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty.

SECTION 3.3.  Not Responsible for Recitals or Issuance of Guarantee

    (a) The recitals contained in this Guarantee shall be taken as the statements of the Guarantor, and the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee Trustee makes no representation as to the validity or sufficiency of this Guarantee.

ARTICLE IV
GUARANTEE TRUSTEE

SECTION 4.1.  Guarantee Trustee: Eligibility

    (a) There shall at all times be a Guarantee Trustee which shall:

     (i) not be an Affiliate of the Guarantor; and

    (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

    (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c).

    (c) If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

SECTION 4.2.  Appointment, Removal and Resignation of Guarantee Trustee

    (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor except during an Event of Default. Subject to the provisions of this Section 4.2, if an Event of Default shall have occurred and be continuing, the Guarantee Trustee may be appointed or removed by the Holders of a Majority in Liquidation Amount.

    (b) The Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.

    (c) The Guarantee Trustee shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.

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    (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 30 days after delivery of an instrument of removal or resignation, the Guarantee Trustee resigning or being removed may at the expense of the Guarantor petition any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

    (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Guarantee Trustee.

    (f)  Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Guarantee Trustee all amounts due to the Guarantee Trustee accrued to the date of such termination, removal or resignation.

ARTICLE V
GUARANTEE

SECTION 5.1.  Guarantee

    To the extent set forth in this Guarantee, the Guarantor irrevocably and unconditionally agrees to pay in full to all Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer) on a Pro Rata basis, as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders. If a Trust Enforcement Event has occurred and is continuing, the rights of the Holders of the Common Securities to receive Guarantee Payments shall be subordinated to the rights of the Holders of Preferred Securities to receive Guarantee Payments. Notwithstanding anything to the contrary herein, the Guarantor, in its capacity as Debenture Issuer, retains all of its rights under the Indenture to:

     (i) extend the interest payment period on the Debentures and the Guarantor shall not be obligated hereunder to make any Guarantee Payments during any Extension Period (as defined in the Indenture) with respect to the Distributions on the Securities; and

    (ii) change the maturity date of the Debentures to the extent permitted by the Indenture.

SECTION 5.2.  Waiver of Notice and Demand

    The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

SECTION 5.3.  Obligations Not Affected

    The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

    (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Securities to be performed or observed by the Issuer;

    (b) the extension of time for the payment by the Issuer of all or an), portion of the Distributions, Redemption Price or any other sums payable under the terms of the Securities or the extension of time for the performance of any other obligation under, arising out. of, or in connection with, the Securities (other than an extension of time for payment of Distributions, Redemption Price or other sum payable

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that results from the extension of any interest payment period on the Debentures permitted by the Indenture);

    (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Securities, or any action on the part of the Issuer granting indulgence or extension of any kind;

    (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer;

    (e) any invalidity of, or defect or deficiency in, the Securities;

    (f)  the settlement or compromise of any obligation guaranteed or incurred in this Guarantee; or

    (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of the Guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor with respect to the Guarantee Payments shall be absolute and unconditional under any and all circumstances.

    There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

    No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor has or may have against any Holder (except the defense of payment to such Holder) shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Guarantee.

SECTION 5.4.  Rights of Holders

    (a) The Holders of a Majority in Liquidation Amount of the Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee.

    (b) If the Guarantee Trustee fails to enforce this Guarantee, subject to the subordination provisions of Section 6.2, any Holder may institute a legal proceeding directly against the Guarantor to enforce the Guarantee Trustee's rights under this Guarantee, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other person or entity. In addition, if the Guarantor has failed to make a Guarantee Payment, a Holder, subject to the subordination provisions of Section 6.2, may institute a legal proceeding directly against the Guarantor for enforcement of the Guarantee for payment to such Holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Securities of such Holder. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other Person before proceeding directly against the Guarantor.

SECTION 5.5.  Guarantee of Payment

    This Guarantee creates a guarantee of payment and not of collection.

SECTION 5.6.  Subrogation

    The Guarantor shall be subrogated to all, if any, rights of the Holders against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, at the

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time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

SECTION 5.7  Independent Obligations

    The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Securities, and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1.  Limitation of Transactions

    So long as any Securities remain outstanding, if an Event of Default occurs under the Guarantee or a Trust Enforcement Event occurs under the Declaration and written notice of such event has been given to the Guarantor, the Guarantor shall not:

    (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock);

    (b) make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures other than:

     (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor;

    (ii) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto;

    (iii) payments under this Guarantee;

    (iv) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock;

    (v) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and

    (vi) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans.

SECTION 6.2.  Ranking

    This Guarantee will constitute an unsecured obligation of the Guarantor and will rank:

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     (i) subordinate and junior in right of payment to Senior Indebtedness (as defined in the First Supplemental Indenture), to the same extent and in the same manner that the Debentures are subordinated to Senior Indebtedness pursuant to the Indenture (except as indicated below), it being understood that the terms of Article 6 of the First Supplemental Indenture shall apply to the obligations of the Guarantor under this Guarantee as if (x) such Article 6 were set forth herein in full and (y) such obligations were substituted for the term "Debentures" appearing in such Article 6, except that with respect to Section 6 of the First Supplemental Indenture only, the term "Senior Debt" shall mean all liabilities of the Guarantor, whether or not for money borrowed (other than obligations in respect of Other Guarantees);

    (ii) pari passu with the most senior preferred or preference stock now or hereafter issued by the Guarantor, any guarantee now or hereafter entered into by the Guarantor in respect of any preferred or preference stock of any Affiliate of the Guarantor, and any Other Guarantee; and

    (iii) senior to the Guarantor's capital stock.

ARTICLE VII
TERMINATION

SECTION 7.1.  Termination

    This Guarantee shall terminate upon:

     (i) full payment of the Redemption Price of all Securities;

    (ii) distribution of the Debentures held by the Issuer to the Holders; or

    (iii) liquidation of the Issuer, the full payment of the amounts payable in accordance with the Declaration or the distribution of the Debentures to the Holders.

Notwithstanding the foregoing, this Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid under the Securities or under this Guarantee.

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ARTICLE VIII
INDEMNIFICATION

SECTION 8.1.  Exculpation

    (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's negligence or willful misconduct with respect to such acts or omissions.

    (b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Guarantor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders might properly be paid.

SECTION 8.2.  Indemnification

    To the fullest extent permitted by law, the Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation to indemnify as set forth in this Section 8.2 shall survive the termination of this Guarantee and shall survive the removal or resignation of the Guarantee Trustee.

ARTICLE IX
MISCELLANEOUS

SECTION 9.1.  Successors and Assigns

    All guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders then outstanding.

SECTION 9.2.  Amendments

    Except with respect to any changes that do not materially adversely affect the rights of Holders (in which case no consent of Holders will be required), this Guarantee may only be amended with the prior approval of the Holders of a Majority in Liquidation Amount of the Securities (including the stated liquidation amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined). The provisions of the Declaration with respect to consents to amendments thereof, whether at a meeting or otherwise, shall apply to the giving of such approval.

SECTION 9.3.  Notices

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    All notices provided for in this Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered by hand or express courier, telecopied or mailed by first class mail, as follows:

    (a) If given to the Issuer, at the Issuer's mailing address set forth below (or such other address as the Issuer may give notice of to the Holders and the Guarantee Trustee):

Washington Mutual Capital 2001
c/o Washington Mutual, Inc.
1201 Third Avenue
Seattle, WA 98101
Attention: Administrative Trustee
Telecopy: (206) 554-4954

    (b) If given to the Guarantee Trustee, at the Guarantee Trustee's mailing address set forth below (or such other address as the Guarantee Trustee may give notice of to the Holders and the Issuer):

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration
Telecopy: (212) 815-5915

    (c) If given to the Guarantor, at the Guarantor's mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders and the Guarantee Trustee):

Washington Mutual, Inc.
1201 Third Avenue
Seattle, WA 98101
Attention: Fay L. Chapman
Telecopy: (206) 461-5739

    (d) If given to any Holder, at such Holder's address set forth on the books and records of the Issuer.

    All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

SECTION 9.4.  Benefit

    This Guarantee is solely for the benefit of the Holders and, subject to Section 3.1(a), is not separately transferable from the Securities.

SECTION 9.5.  Governing Law

    THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.6.  Counterparts

    This Guarantee may contain more than one counterpart of the signature page, and this Guarantee may be executed by affixing of the signature of each of the parties to one of such counterpart signature pages. All such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

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    IN WITNESS WHEREOF, this Guarantee Agreement has been entered into as of the day and year first above written.

WASHINGTON MUTUAL, INC.
By:	/s/ FAY L. CHAPMAN
	Name: Fay L. Chapman
	Title: Senior Executive Vice President
THE BANK OF NEW YORK, as Guarantee Trustee
By:	/s/ MICHAEL PITFICK
	Name: Michael Pitfick
	Title: Assistant Treasurer

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QuickLinks

Exhibit 4.7
Table of Contents
ARTICLE I DEFINITIONS AND INTERPRETATION
ARTICLE II TRUST INDENTURE ACT
ARTICLE III POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
ARTICLE IV GUARANTEE TRUSTEE
ARTICLE V GUARANTEE
ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION
ARTICLE VII TERMINATION
ARTICLE VIII INDEMNIFICATION
ARTICLE IX MISCELLANEOUS

EX-4.8

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Exhibit 4.8

AMENDMENT No. 1 to the GUARANTEE AGREEMENT

    This Amendment No. 1, dated as of May 16, 2001 to the Guarantee Agreement dated as of April 30, 2001 (the "Initial Guarantee Agreement" and, as amended by this Amendment, the "Guarantee Agreement") between Washington Mutual, Inc., a Washington corporation (the "Company"), and The Bank of New York, as guarantee trustee (the "Guarantee Trustee"), relates to the issue and sale by the Company of 20,000,000 of its Trust Preferred Income Equity Redeemable Securities (PIERS^SM) (the "Units") to Lehman Brothers Inc. (the "Initial Purchaser") and the grant by the Company to the Initial Purchaser of an option (the "Option") to purchase up to an additional 3,000,000 of the Units (the "Option Units") subject to the terms and conditions stated therein. This Amendment is entered into as of the date first written above.

    1.  Amendment to the Recitals to the Guarantee Agreement. The parties hereto hereby agree that the first paragraph of the recitals to the initial guarantee agreement is amended by deleting the entire first paragraph and replacing it with the paragraph below, this amendment being deemed by the parties hereto as a correction of the Initial Guarantee Agreement to reflect the intention of the parties as of the date of the Initial Guarantee Agreement:

    "WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), dated as of April 30, 2001, among the Guarantor, as Sponsor, Diane L. Kelleher, Craig S. Davis and William A. Longbrake, as the initial Administrative Trustees, The Bank of New York, as the initial Property Trustee, and The Bank of New York (Delaware), as the initial Delaware Trustee, the Issuer is issuing on the date hereof 20,000,000 (or 23,000,000 if the Underwriters's option with respect to the Units (as defined below) is exercised in full) preferred securities, stated liquidation amount of $50 per preferred security, having an aggregate stated liquidation amount of $1,000,000,000 (or $1,150,000,000 if the Underwriters's option with respect to the Units is exercised in full), such preferred securities being designated the Preferred Securities (the "Preferred Securities") and 618,600 (or 711,300 if the Underwriters's over-allotment option with respect to the Units is exercised in full) common securities, stated liquidation amount of $50 per common security, having an aggregate stated liquidation amount of $30,930,000 (or $35,565,000) if the Underwriters's option with respect to the Units is exercised in full), such common securities being designated the Common Securities (the "Common Securities" and, together with the Preferred Securities, the "Securities"); and"

    2.  Entire Agreement. This Amendment No. 1 constitutes the entire agreement between the parties relating to the matter covered by Section 1 of this Amendment, and the Initial Guarantee Agreement, as amended by this Amendment, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, both written and oral, if any, between the parties with respect to the subject matter hereof.

    3.  Governing Law. The Guarantee Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

    4.  Counterparts. This Amendment may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

    5.  Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Amendment.

    6.  Modifications. This Amendment and the Guarantee Agreement may not be amended of modified except in a writing signed by each of the parties hereto.

    IN WITNESS WHEREOF, this Amendment No. 1 to the Guarantee Agreement has been entered into as of the day and year first above written.

WASHINGTON MUTUAL, INC. AS GUARANTOR
By:	/s/ FAY L. CHAPMAN Name: Fay L. Chapman Title: Senior Executive Vice President

THE BANK OF NEW YORK, AS GUARANTEE TRUSTEE
By:	/s/ MICHAEL PITFICK Name: Michael Pitfick Title: Assistant Treasurer

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AMENDMENT No. 1 to the GUARANTEE AGREEMENT

EX-4.10

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Exhibit 4.10
EXECUTION COPY

RESALE REGISTRATION RIGHTS AGREEMENT

between

WASHINGTON MUTUAL INC. AND
WASHINGTON MUTUAL CAPITAL TRUST 2001,

AS ISSUERS

and

LEHMAN BROTHERS INC.,

AS INITIAL PURCHASER

DATED AS OF APRIL 30, 2001

    RESALE REGISTRATION RIGHTS AGREEMENT, dated as of April 30, 2001, among Washington Mutual Inc., a Washington corporation (the "Company"), Washington Mutual Capital Trust 2001, a statutory business trust formed under the Delaware Business Trust Act (the "Trust" and together with the Company, the "Issuers") and Lehman Brothers Inc. (the "Initial Purchaser").

    Pursuant to the Purchase Agreement, dated April 24, 2001, among the Issuers and the Initial Purchaser (the "Purchase Agreement"), the Initial Purchaser has agreed to purchase from the Issuer 20,000,000 Trust Preferred Income Equity Redeemable Securities/ / (PIERS/ /) Units (the "Units"). Each Unit will consist of a preferred security (liquidation preference $50 per security) of the Trust (each, a "Preferred Security") and a warrant (each, a "Warrant") issued by the Company, to purchase at any time prior to the close of business on May 3, 2041, .8054 shares (subject to antidilution adjustments) of common stock of the Company (shares of common stock purchased upon exercise of a Warrant being referred to as "Warrant Stock"). Each Preferred Security will represent an undivided beneficial ownership interest in the assets of the Trust, which assets will consist solely of subordinated debentures issued by the Company (the "Debentures"). Certain payments on the Preferred Securities will be guaranteed (the "Guarantee") by the Company.

    Capitalized terms used but not specifically defined herein have the respective meanings ascribed thereto in the Purchase Agreement. As an inducement to the Initial Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to their obligations thereunder, the Issuers agree with the Initial Purchaser, for the benefit of the holders (including the Initial Purchaser) of the Units, Preferred Securities, Warrants, Debentures, Guarantee and Warrant Stock received upon exercise of the Warrants, as follows:

    1.  Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

    Accreted Value:  As defined in the Declaration of Trust.

    Agreement:  This Resale Registration Rights Agreement.

    Applicable Amount:  With respect to (i) each Debenture and Preferred Security (and Guarantee), for each day of the applicable period, the Accreted Value of the Debenture related to such security on such day;

    (ii) each Unit for each day of the applicable period, $50; and

    (iii) each Warrant and each share of Warrant Stock, the Warrant Value of a single Warrant as of such day assuming, in the case of Warrant Stock, that the related Warrant was outstanding.

    Blue Sky Application:  As defined in Section 6(a) hereof.

    Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

    Business Day:  A day other than a Saturday or Sunday or any day on which banking institutions in the city of New York are authorized or obligated by law or executive order to close.

    Closing Date:  The date of this Agreement.

    Commission:  Securities and Exchange Commission

    Company:  As defined in the preamble hereto.

    Damages Payment Date:  Each February 1, May 1, August 1 and November 1.

    Debentures:  As defined in the preamble hereto.

    Declaration of Trust:  The Amended and Restated Declaration of Trust, dated and effective as of April 30, 2001, by the Company, as sponsor, Diane L. Kelleher, Craig S. Davis and William A. Longbrake, as the initial administrative trustees, The Bank of New York, as the initial property trustee,

and The Bank of New York (Delaware), as the initial Delaware trustee, not in their individual capacities but solely as trustees.

    Effectiveness Period:  As defined in Section 2(a)(iii) hereof.

    Effectiveness Target Date:  As defined in Section 2(a)(ii) hereof.

    Exchange Act:  Securities Exchange Act of 1934, as amended.

    4(2) Common Stock:  Warrant Stock held by a Holder as a result of the exercise of a Warrant which, in turn, was not received pursuant to a resale under the Shelf Registration Statement.

    Guarantee:  As defined in the preamble hereto.

    Holder:  A Person who owns, beneficially or otherwise, Transfer Restricted Securities.

    Holder Questionnaire:  As defined in Section 2(b) hereof.

    Indemnified Holder:  As defined in Section 6(a) hereof.

    Indenture:  The Indenture, dated as of April 30, 2001, between the Issuer and The Bank of New York, as trustee (the "Trustee"), pursuant to which the Debentures are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

    Initial Purchaser:  As defined in the preamble hereto.

    Issuer:  As defined in the preamble hereto.

    Liquidated Damages:  As defined in Section 3(a) hereof.

    Majority of Holders:  Holders holding over 50% of the aggregate Value of Transfer Restricted Securities outstanding.

    NASD:  National Association of Securities Dealers, Inc.

    Person:  An individual, partnership, corporation, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof.

    Preferred Security:  As defined in the preamble hereto.

    Purchase Agreement:  As defined in the preamble hereto.

    Prospectus:  The prospectus included in a Shelf Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

    Record Holder:  With respect to any Damages Payment Date, each Person who is a Holder on the 15^th day preceding the relevant Damages Payment Date.

    Registration Default:  As defined in Section 3(a) hereof.

    Sale Notice:  As defined in Section 4(d) hereof.

    Securities Act:  Securities Act of 1933, as amended.

    Shelf Filing Deadline:  As defined in Section 2(a)(i) hereof.

    Shelf Registration Statement:  As defined in Section 2(a)(i) hereof.

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    Suspension Notice.  As defined in Section 4(c) hereof.

    Suspension Period.  As defined in Section 4(b)(i) hereof.

    TIA:  Trust Indenture Act of 1939, as in effect on the date the Indenture is qualified under the TIA.

    Transfer Restricted Securities:  Each Unit Security and each share of Warrant Stock until the earlier of:

     (i) the date on which such Unit Security or such share of Warrant Stock has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement;

    (ii) the date on which such Unit Security or such share of Warrant Stock is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an affiliate of the Issuer pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or

    (iii) the date on which such Unit Security or such share of Warrant Stock ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise).

    Trust:  As defined in the preamble hereto.

    Underwritten Registration or Underwritten Offering:  A registration in which securities of the Issuer are sold to an underwriter for reoffering to the public.

    Unit Securities:  The collective reference to the Units, Warrants, Preferred Securities (including the Guarantee) and Debentures.

    Units:  As defined in the preamble hereto.

    Value:  With respect to each Preferred Security and each Debenture, the Value of the related Preferred Security, with respect to each Unit, the sum of the Accreted Value of the related Preferred Security and the Warrant Value of the related Warrant, with respect to each Warrant, Warrant Value of such Warrant and with respect to each share of Warrant Stock, the exercise price paid for such share of stock

    Warrant:  As defined in the preamble hereto.

    Warrant Stock:  As defined in the preamble hereto.

    Warrant Value:  As defined in the Warrant Agreement.

    2.  Shelf Registration.

    (a) The Issuers shall:

     (i) not later than 60 days after the date hereof (the "Shelf Filing Deadline"), cause to be filed a registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"), which Shelf Registration Statement shall provide for (i) resales by holders of all Unit Securities, (ii) the issuance of Warrant Stock upon the exercise of Warrants resold pursuant to such Shelf Registration Statement and (iii) the resale of the Warrant Stock by the Holder thereof;

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    (ii) use their reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission not later than 180 days after the date hereof (the "Effectiveness Target Date"); and

    (iii) use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time for a period (the "Effectiveness Period") of:

    (1) the latest of (i) two years following the last date of original issuance of the Unit Securities, (ii) two years following the first date on which no Warrants are outstanding and (iii) if all of the Warrants expire unexercised, the expiration date of the Warrants; or

    (2) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (z) all Transfer Restricted Securities of Holders that complete and deliver in a timely manner the Holder Questionnaire are registered under the Shelf Registration Statement and have been disposed of in accordance with the Shelf Registration Statement.

    (b) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company in writing, such information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws (the form of which request is attached hereto as Exhibit A and is referred to herein as the "Holder Questionnaire"). In connection with all such requests for information from Holders of Transfer Restricted Securities, the Company shall notify such Holders of the requirements set forth in the preceding sentence. It is understood that such Holders shall include the Holders of 4(2) Common Stock and that such Holders may not be identified until the exercise of the related Warrant, which exercise may occur subsequent to the commencement of the Effectiveness Period. Holders that do not complete the questionnaire and deliver it to the Company shall not be named as selling securityholders in the Prospectus or preliminary Prospectus included in the Shelf Registration Statement and therefore shall not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Issuer by such Holder not materially misleading. Each Holder who intends to be named as a selling Holder in the Shelf Registration Statement shall promptly furnish to the Company in writing such other information as the Issuer may from time to time reasonably request in writing.

    (c) If available, nothing herein shall prohibit the Issuers from registering any or all of the Unit Securities pursuant to an exchange offer on Form S-4. If such exchange offer is available, the provisions of this shall include such exchange offer and such Form S-4, to the extent applicable.

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    3.  Liquidated Damages.

    (a) If:

     (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline;

    (ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date;

    (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within five Business Days by a post-effective amendment to the Shelf Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or

    (iv) (A) prior to or on the 45^th or 75^th day, as the case may be, of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360 day period,

(each such event referred to in foregoing clauses (i) through (iv), a "Registration Default"), the Company hereby agrees to pay liquidated damages ("Liquidated Damages") with respect to the Transfer Restricted Securities from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured, accruing at a rate:

    (A) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the Applicable Amount of such Transfer Restricted Security, and

    (B) (with respect to the period commencing on the 91^st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the Applicable Amount of such security; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the Applicable Amount of such security.

    (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Company on each Damages Payment Date by wire transfer of immediately available funds or by federal funds check. Following the cure of all Registration Defaults relating to any particular Unit Security or share of Warrant Stock, the accrual of Liquidated Damages with respect to such Unit Security or share of Warrant Stock will cease.

    All obligations of the Issuers set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full.

    The Liquidated Damages set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such Registration Default.

    4.  Registration Procedures.

    (a) In connection with the Shelf Registration Statement, the Issuers shall comply with all the provisions of Section 4(b) hereof and shall use its best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto, shall as expeditiously as possible prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Securities Act.

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    (b) In connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities, the Issuers shall:

     (i) Subject to any notice by the Company in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iii)(D), use its reasonable best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not be effective and usable for resale of Transfer Restricted Securities during the Effectiveness Period, the Issuers shall file promptly an appropriate amendment to the Shelf Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its best efforts to cause such amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter. Notwithstanding the foregoing, the Company may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders for a period not to exceed an aggregate of 45 days in any 90-day period (each such period, a "Suspension Period") if:

    (x) an event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Company's reasonable judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and

    (y) the Company reasonably determines that the disclosure of such event at such time would have a material adverse effect on the business of the Company (and its subsidiaries, if any, taken as a whole);

provided that in the event the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Company's ability to consummate such transaction, the Company may extend a Suspension Period from 45 days to 75 days; provided, however, that Suspension Periods shall not exceed an aggregate of 90 days in any 360-day period.

    (ii) Prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus; provided that in no event will such method(s) of distribution take the form of an Underwritten Offering without the prior agreement of the Company, which agreement will not be unreasonably withheld.

    (iii) Advise the underwriter(s), if any, and selling Holders promptly (but in any event within five Business Days) and, if requested by such Persons, to confirm such advice in writing:

    (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective,

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    (B) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto,

    (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, or

    (D) of the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement or the Prospectus in order to make the statements therein not misleading.

If at any time the Commission shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Issuers shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time and will provide to the Initial Purchaser and each Holder who is named in the Shelf Registration Statement prompt notice of the withdrawal of any such order.

    (iv) Furnish to one counsel for the selling Holders and each of the underwriter(s), if any, before filing with the Commission, a copy of the Shelf Registration Statement and copies of any Prospectus included therein or any amendments or supplements to the Shelf Registration Statement or Prospectus (other than documents incorporated by reference after the initial filing of the Shelf Registration Statement), which documents will be subject to the review of such holders and underwriter(s), if any, for a period of at least five Business Days (in the case of the Shelf Registration Statement) and two Business Days (in the case of any amendment or supplement thereto), and the Issuers will not file the Shelf Registration Statement or Prospectus or any amendment or supplement to the Shelf Registration Statement or Prospectus (other than documents incorporated by reference) to which a selling Holder of Transfer Restricted Securities covered by the Shelf Registration Statement or the underwriter(s), if any, shall reasonably object prior to the filing thereof. A selling Holder or underwriter, if any, shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission.

    (v) Make available at reasonable times for inspection by one or more representatives of the selling Holders, designated in writing by a Majority of Holders whose Transfer Restricted Securities are included in the Shelf Registration Statement, any underwriter participating in any distribution pursuant to the Shelf Registration Statement, and any attorney or accountant retained by such selling Holders or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of such Issuer as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause such Issuer's officers, directors, trustees, managers and employees to supply all information reasonably requested by any such representative or representatives of the selling Holders, underwriter, attorney or accountant in connection with the Shelf Registration Statement after the filing thereof and before its effectiveness, subject, upon the request of the Company, to the execution of a confidentiality agreement which is reasonable in the context of a registered public offering.

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    (vi) If requested by any selling Holders or the underwriter(s), if any, promptly incorporate in the Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation: (1) information relating to the "Plan of Distribution" of the Transfer Restricted Securities, (2) information with respect to the principal amount or number of Transfer Restricted Securities being sold to such underwriter(s), (3) the purchase price being paid therefor and (4) any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment.

   (vii) Furnish to each selling Holder and each of the underwriter(s), if any, upon their request, without charge, at least one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto (and any documents incorporated by reference therein or exhibits thereto (or exhibits incorporated in such exhibits by reference) as such Person may request).

   (viii) Deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; subject to any notice by the Company in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iii) (D), the Issuers hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto.

    (ix) The Issuers shall:

    (A) upon request, furnish to each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings for selling security holders, upon the date of closing of any sale of Transfer Restricted Securities in an Underwritten Registration:

    (1) a certificate, dated the date of such closing, signed by the Chief Financial Officer of the Company confirming, as of the date thereof, the matters set forth in Section 5(f) of the Purchase Agreement and such other matters as such parties may reasonably request;

    (2) opinions, each dated the date of such closing, of counsel to the Issuers (or either of them) covering such of the matters as are customarily covered in legal opinions to underwriters in connection with underwritten offerings of securities; and

    (3) customary comfort letters, dated the date of such closing, from the Issuer's independent accountants (and from any other accountants whose report is contained or incorporated by reference in the Shelf Registration Statement) to the extent deliverable in accordance with their professional standards, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings of securities;

    (B) set forth in full in the underwriting agreement, if any, indemnification provisions and procedures which provide rights no less protective than those set forth in Section 6 hereof with respect to all parties to be indemnified; and

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    (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the selling Holders pursuant to this clause (ix).

    (x) Before any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions in the United States as the selling Holders or underwriter(s), if any, may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Issuers shall not be required (A) to register or qualify as a foreign corporation or a dealer of securities where it is not now so qualified or to take any action that would subject it to the service of process in any jurisdiction where it is not now so subject or (B) to subject themselves to taxation in any such jurisdiction if they are not now so subject.

    (xi) Cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days before any sale of Transfer Restricted Securities made by such underwriter(s).

   (xii) Use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities.

   (xiii) Subject to Section 4(b)(i) hereof, if any fact or event contemplated by Section 4(b)(iii)(D) hereof shall exist or have occurred, use its reasonable best efforts to prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

   (xiv) Provide CUSIP numbers for all Transfer Restricted Securities not later than the effective date of the Shelf Registration Statement and provide the Trustee under the Indenture with certificates for the Unit Securities that are in a form eligible for deposit with The Depository Trust Company.

   (xv) Cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter that is required to be retained in accordance with the rules and regulations of the NASD.

   (xvi) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act.

  (xvii) Cause the Indenture, the Guarantee Agreement and the Amended and Restated Trust Agreement to be qualified under the TIA not later than the effective date of the Shelf Registration Statement required by this Agreement, and, in connection therewith, cooperate with the applicable trustees and the holders of Unit Securities to effect such changes to such documents as may be required for such documents to be so qualified in accordance with the terms of the TIA; and execute and use its best efforts to cause the applicable trustees thereunder to execute all documents that may be required to effect such changes and all other forms and documents

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required to be filed with the Commission to enable such documents to be so qualified in a timely manner.

  (xviii) Cause all Transfer Restricted Securities covered by the Shelf Registration Statement to be listed or quoted, as the case may be, on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed or quoted.

   (xix) Provide to each Holder upon written request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act after the effective date of the Shelf Registration Statement.

    (c) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice (a "Suspension Notice") from the Company of the existence of any fact of the kind described in Section 4(b)(iii)(D) hereof, such Holder will, and will use its reasonable best efforts to cause any underwriter(s) in an Underwritten Offering to, forthwith discontinue disposition of Transfer Restricted Securities pursuant to the Shelf Registration Statement until:

     (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(b)(xiii) hereof; or

    (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice of suspension.

    (d) Upon the effectiveness of the Shelf Registration Statement, each Holder shall notify the Company at least three Business Days prior to any intended distribution of Transfer Restricted Securities pursuant to the Shelf Registration Statement (a "Sale Notice"), which notice shall be effective for five Business Days. Each Holder of Transfer Restricted Securities, by accepting the same, agrees to hold any communication by the Company in response to a Sale Notice in confidence.

    5.  Registration Expenses.

    (a) All expenses incident to the Issuers' performance of or compliance with this Agreement shall be borne by the Company regardless of whether a Shelf Registration Statement becomes effective, including, without limitation:

     (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holders with the NASD);

    (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws;

    (iii) all expenses of printing (including printing of Prospectuses and certificates for the Warrant Stock to be issued upon conversion of the Warrants) and the Issuers' expenses for messenger and delivery services and telephone;

    (iv) all fees and disbursements of counsel to the Issuers and, subject to Section 5(b) below, the Holders of Transfer Restricted Securities;

    (v) all application and filing fees in connection with listing (or authorizing for quotation) the Units and the Warrant Stock on a national securities exchange or automated quotation system pursuant to the requirements hereof; and

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    (vi) all fees and disbursements of independent certified public accountants of the Issuers (including the expenses of any special audit and comfort letters required by or incident to such performance).

    The Company shall bear the Issuers' internal expenses (including, without limitation, all salaries and expenses of their officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

    (b) In connection with the Shelf Registration Statement required by this Agreement, including any amendment or supplement thereto, and any other documents delivered to any Holders, the Company shall reimburse the Initial Purchaser and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, which shall be Simpson Thacher & Bartlett, or such other counsel as may be chosen by a Majority of Holders for whose benefit the Shelf Registration Statement is being prepared.

    6.  Indemnification and Contribution.

    (a) The Company shall indemnify and hold harmless each Holder, such Holder's officers and employees and each person, if any, who controls such Holder within the meaning of the Securities Act (each, an "Indemnified Holder"), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which such Indemnified Holder may become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon:

     (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Shelf Registration Statement or Prospectus or any amendment or supplement thereto or (B) any blue sky application or other document or any amendment or supplement thereto prepared or executed by either Issuer (or based upon written information furnished by or on behalf of either Issuer expressly for use in such blue sky application or other document or amendment on supplement) filed in any jurisdiction specifically for the purpose of qualifying any or all of the Transfer Restricted Securities under the securities law of any state or other jurisdiction (such application or document being hereinafter called a "Blue Sky Application"); or

    (ii) the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,

and shall reimburse each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified Holder in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement or Prospectus or amendment or supplement thereto or Blue Sky Application in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Holder (or its related Indemnified Holder) specifically for use therein, provided, further, that the Company shall not be liable for any loss, liability, claim, damage or expense (1) arising from an offer or sale of Transfer Restricted Securities occurring during a Suspension Period, provided the Holder has received a Suspension Notice with respect to such Suspension Period, or (2) if the Holder fails to deliver at or prior to the written confirmation of sale, a Prospectus that is amended or supplemented, and such Prospectus, as amended or supplemented, would have corrected the untrue statement or omission or

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alleged untrue statement or omission of a material fact contained in the Prospectus delivered by the Holder, so long as the Prospectus, as amended or supplemented, has been delivered to such Holder prior to such time. The foregoing indemnity agreement is in addition to any liability which the Company or the Trust may otherwise have to any Indemnified Holder.

    (b) Each Holder, severally and not jointly, shall indemnify and hold harmless each Issuer, its officers and employees and each person, if any, who controls the Issuer within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Issuer or any such officer, employee or controlling person may become subject, insofar as any such loss, claim, damage or liability or action arises out of, or is based upon:

     (i) any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or Prospectus or any amendment or supplement thereto or any Blue Sky Application; or

    (ii) the omission or the alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,

but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to an Issuer by or on behalf of such Holder (or its related Indemnified Holder) specifically for use therein, and shall reimburse the Issuer and any such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Issuer or any such officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Holder may otherwise have to either Issuer and any such officer, employee or controlling person.

    (c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent it has been materially prejudiced by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Holders shall have the right to employ one separate firm to represent jointly the Holders and their officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Holders against the Company under this Section 6 if, in the reasonable judgment of the Holders seeking indemnification, it is advisable for the Holders and such officers, employees and controlling persons to be jointly represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Company. No indemnifying party shall:

     (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld) settle or compromise or consent to the entry of any judgment with respect

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to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, or

    (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss of liability by reason of such settlement or judgment.

    (d) If the indemnification provided for in this Section 6 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability (or action in respect thereof) referred to therein, each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability (or action in respect thereof):

     (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers from the offering and sale of the Transfer Restricted Securities on the one hand and a Holder with respect to the sale by such Holder of the Transfer Restricted Securities on the other, or

    (ii) if the allocation provided by clause (6)(d)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 6(d)(i) but also the relative fault of the Issuers on the one hand and the Holders on the other in connection with the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability (or action in respect thereof), as well as any other relevant equitable considerations.

The relative benefits received by the Issuers on the one hand and a Holder on the other with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the Units purchased under the Purchase Agreement (before deducting expenses) received by the Trust, on the one hand, bear to the total net gain received by such Holder with respect to its sale of Transfer Restricted Securities on the other. The relative fault of the parties shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by an Issuer on the one hand or the Holders on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. Each Issuer and each Holder agree that it would not be just and equitable if the amount of contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (d). The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 6 shall be deemed to include, for purposes of this Section 6, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Transfer Restricted Securities purchased by it were resold exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute as provided in this Section 6(d) are several and not joint.

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    7.  Rule 144. In the event either Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rules 144 and 144A under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144 and Rule 144A, to the extent applicable.

    8.  Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder:

     (i) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and

    (ii) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

    9.  Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering if approved by the Company as provided in Section 4(b)(ii). In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by a Majority of Holders whose Transfer Restricted Securities are included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company.

10. Miscellaneous.

    (a) Remedies. Each Issuer acknowledges and agrees that any failure by such Issuer to comply with its obligations under Section 2 hereof may result in material irreparable injury to the Initial Purchaser or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Issuers' respective obligations under Section 2 hereof. Each Issuer further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

    (b) Intentionally omitted.

    (c) No Inconsistent Agreements. Neither Issuer will, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. In addition, neither Issuer shall grant to any of its security holders (other than the Holders of Transfer Restricted Securities in such capacity) the right to include any of its securities in the Shelf Registration Statement provided for in this Agreement other than the Transfer Restricted Securities. Neither Issuer has previously entered into any agreement (which has not expired or been terminated) granting any registration rights with respect to its securities to any Person which rights conflict with the provisions hereof.

    (d) Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of a Majority of Holders.

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    (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, facsimile transmission, or air courier guaranteeing overnight delivery:

     (i) if to a Holder, at the address set forth on the records of the registrar under the applicable Operative Documents or the transfer agent of the Warrant Stock, as the case may be; and

    (ii) if to either Issuer:

Washington Mutual Inc.
1201 Third Avenue
Suite 1500
Seattle, Washington 98101
Attention: Fay L. Chapman
Fax (206) 461-5739

With a copy to:

Heller Ehrman White & McAuliffe LLP
701 Fifth Avenue
Suite 6100
Seattle, Washington 98104
Attention: David Wilson
Fax (206)-447-0849

    All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if transmitted by facsimile; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

    (f)  Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that (i) this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder and (ii) nothing contained herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms of the Purchase Agreement or the applicable Operative Documents. If any transferee of any Holder shall acquire Transfer Restricted Securities, in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement.

    (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

    (h) Securities Held by an Issuer or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by either Issuer or its respective "affiliates" (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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    (i)  Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

    (j)  Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

    (k) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

    (l)  Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuers with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

WASHINGTON MUTUAL INC.
By:	/s/ Fay L. ChapmanName: Fay L. Chapman Title: Senior Executive Vice President
LEHMAN BROTHERS INC.
By:	signature not legibleAuthorized Representative

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Exhibit A

WASHINGTON MUTUAL INC.

FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

    The undersigned beneficial holder of Trust Preferred Income Equity Redeemable Securities? (PIERS?) Units (the "Units") of Washington Mutual Capital Trust 2001 (the "Trust") and Washington Mutual Inc. (the "Company"; together with the Trust, the "Issuers"), preferred securities (liquidation preference $50 per security) of the Trust (each, a "Preferred Security"), warrants (each, a "Warrant") issued by the Company, to purchase shares of common stock of the Company (shares of common stock purchased upon exercise of a Warrant being referred to as "Warrant Stock") or subordinated debentures issued by the Company (the "Debentures"; the Units, Preferred Securities (including the guarantee by the Company of certain payments thereunder), Warrants, Warrant Stock and Debentures being collectively referred to as the "Transfer Restricted Securities") understands that the Issuers have filed, or intend to file, with the Securities and Exchange Commission (the "Commission") a registration statement (the "Shelf Registration Statement"), for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Transfer Restricted Securities in accordance with the terms of the Resale Registration Rights Agreement, dated as of April 30, 2001 (the "Registration Rights Agreement") between the Issuers and Lehman Brothers Inc. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein have the meaning ascribed thereto in the Registration Rights Agreement.

    Each beneficial owner of Transfer Restricted Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Transfer Restricted Securities generally will be required to be named as a selling securityholder in the related Prospectus, deliver a Prospectus to purchasers of Transfer Restricted Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions, as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement.

    Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related Prospectus.

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NOTICE

    The undersigned beneficial owner (the "Selling Securityholder") of Transfer Restricted Securities hereby gives notice to the Issuers of its intention to sell or otherwise dispose of Transfer Restricted Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

    Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Issuers, their directors, the Issuer's officers who sign the Shelf Registration Statement and each person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the undersigned made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire.

    The undersigned hereby provides the following information to the Issuers and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

1.	(a)	Full legal name of Selling Securityholder:
	(b)	Full legal name of registered holder (if not the same as (a) above) through which Transfer Restricted Securities listed in Item (3) below are held:
	(c)	Full legal name of DTC participant (if applicable and if not the same as (b) above) through which Transfer Restricted Securities listed in Item (3) are held:
2.	Address for notices to Selling Securityholders:
	Telephone:
	Fax:
	Contact Person:
3.	Beneficial ownership of Transfer Restricted Securities:
	(a)	Type of Transfer Restricted Securities beneficially owned, and principal amount of Debentures, liquidation preference of Preferred Securities or number of Warrants or shares of Warrant Stock, as the case may be, beneficially owned:
	(b)	CUSIP No(s). of such Transfer Restricted Securities beneficially owned:
4.	Beneficial ownership of each Issuer's securities owned by the Selling Securityholder:
	Except as set forth below in this Item (4), the undersigned is not the beneficial or registered owner of any securities of either Issuer other than the Transfer Restricted Securities listed above in Item (3) ("Other Securities").
	(a)	Type and amount of Other Securities beneficially owned by the Selling Securityholder:
	(b)	CUSIP No(s). of such Other Securities beneficially owned:
5.	Relationship with the Issuer (as applicable)
	Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with either Issuer (or their predecessors or affiliates) during the past three years.

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	State any exceptions here:
6.	Plan of Distribution
	Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Transfer Restricted Securities listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all). Such Transfer Restricted Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Transfer Restricted Securities are sold through underwriters or broker-dealers, the Selling Securityholder will be responsible for underwriting discounts or commissions or agent's commissions. Such Transfer Restricted Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions):

     (i) on any national securities exchange or quotation service on which the Transfer Restricted Securities may be listed or quoted at the time of sale;

    (ii) in the over-the-counter market;

    (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

    (iv) through the writing of options.

In connection with sales of the Transfer Restricted Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Transfer Restricted Securities and deliver Transfer Restricted Securities to close out such short positions, or loan or pledge Transfer Restricted Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

    Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Transfer Restricted Securities without the prior agreement of the Issuer.

    The undersigned acknowledges that it understands its obligation to comply with the provisions of the Exchange Act and the rules and regulations promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Transfer Restricted Securities pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.

    The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein.

    Pursuant to the Registration Rights Agreement, the Issuers have agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities.

    In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below.

    By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to items (1) through (6) above and the inclusion of such information in the Shelf

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Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the Issuer in connection with the preparation or amendment of the Shelf Registration Statement and the related Prospectus.

    IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:

Beneficial Owner

By: Name:
Title:

Please return the completed and executed Notice and Questionnaire to Washington Mutual Inc. at:

Washington Mutual Inc.
1201 Third Avenue
Suite 1500
Seattle, Washington 98101
Attention: Attention: Fay L. Chapman
Fax (206) 461-5739

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Exhibit 4.10 EXECUTION COPY
Exhibit A
FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE
NOTICE
QUESTIONNAIRE

EX-4.11

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Exhibit 4.11

CALCULATION AGENCY AGREEMENT

    between

Washington Mutual, Inc.

and

Reinsel & Company LLP,
as Calculation Agent

Dated as of April 30, 2001

    CALCULATION AGENCY AGREEMENT, dated as of April 30, 2001, between Washington Mutual, Inc. (the "Company") and Reinsel & Company LLP, as Calculation Agent.

    WHEREAS, the Company has authorized the issuance of $1,000,000,000 (or $1,150,000,000 if the Underwriters' option is exercised in full) Trust Preferred Income Equity Redeemable Securities ("PIERS") (the "Units") each consisting of:

     (i) a preferred security issued by Washington Mutual Capital Trust II, a statutory business trust formed under the Delaware Business Trust Act, pursuant to the Amended and Restated Declaration of Trust, dated as of April 30, 2001 (the "Declaration"), among the Company, as Sponsor, the initial Administrative Trustees, The Bank of New York, as the initial Property Trustee (the "Property Trustee") and The Bank of New York (Delaware), as the initial Delaware Trustee, having a stated liquidation amount of $50 per preferred security (each, a "Preferred Security"), and guaranteed by the Company pursuant to the Guarantee Agreement, dated April 30, 2001, between the Company, in its capacity as Guarantor, and The Bank of New York, as Guarantee Trustee (the "Guarantee Agreement"); and

    (ii) a warrant to purchase .8054 shares (subject to anti-dilution adjustments) of common stock of the Company prior to or on May 3, 2041 (each, a "Warrant") issued under a Warrant Agreement dated as of April 30, 2001 (the "Warrant Agreement"), between the Company and The Bank of New York, as Warrant Agent (the "Warrant Agent");

    WHEREAS, pursuant to the Unit Agreement, dated as of April 30, 2001, among the Company, the Trust, the Property Trustee, the Warrant Agent, The Bank of New York, as Unit Agent (the "Unit Agent"), at any time after issuance, the Preferred Security and the Warrant components of any Unit may be separated by the holder of such Unit and thereafter transferred separately, and once separated, a Preferred Security and a Warrant may be rejoined to form a Unit;

    WHEREAS, pursuant to the Declaration, the Trust has issued $30,930,000 (or $35,565,000 if the Underwriters' option with respect to the units is exercised in full) common securities, having a stated liquidation amount of $50 per common security (the "Common Securities", and together with the Preferred Securities, the "Trust Securities");

    WHEREAS, the Trust Securities represent undivided beneficial ownership interests in the assets of the Trust and the sole assets of the Trust shall be 5.375% Junior Subordinated Deferrable Interest Debentures due July 1, 2041 (the "Debentures"), issued pursuant to the Indenture, dated as of April 30, 2001 (the "Base Indenture"), between the Company, as Debenture Issuer, and The Bank of New York, as Debenture Trustee (the "Debenture Trustee"), as amended and supplemented by the First Supplemental Indenture, dated as of April 30, 2001, between the Company, in its capacity as Debenture Issuer, and the Debenture Trustee (the "First Supplemental Indenture", and together with the Base Indenture, the "Indenture"), which Debentures may be received in exchange for Trust Securities, under certain circumstances, by the holders of the Trust Securities;

    WHEREAS, the Company will enter into a Remarketing Agreement (the "Remarketing Agreement") with a Remarketing Agent (the "Remarketing Agent") whereby the Remarketing Agent will remarket the Preferred Securities or the Debentures, as the case may be, under certain circumstances; and

    WHEREAS, the Company requests the Calculation Agent to perform certain services described herein in connection with the Warrants, the Trust Securities and the Debentures.

    NOW THEREFORE, the Company and the Calculation Agent agree as follows:

    1.  Appointment of Agent.  The Company hereby appoints Reinsel & Company LLP as Calculation Agent and Reinsel & Company LLP hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions hereinafter mentioned.

    2.  Calculations and Information Provided.  In response to a written request made by:

     (i) the Company, the Unit Agent or the Warrant Agent for a determination of the Exercise Price of the Warrants or the Warrant Value; or

    (ii) the Company, the Unit Agent, the Property Trustee, the Debenture Trustee or the Remarketing Agent for a determination of the Accreted Value or Discount relating to the Trust Securities or the Debentures, as the case may be,

the Calculation Agent shall determine such amount as of the date stated in the request and notify the requesting party as soon as practicable of its determination or determinations no later than 30 working days from receipt of a written request by the Calculation Agent. The Warrant Agreement, Section 1.01 or the Declaration, Section 1.2, as the case may be, sets forth the procedures the Calculation Agent will use to determine the information described in this Section 2.

    3.  Calculations.  Any calculation or determination by the Calculation Agent pursuant hereto shall (in the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Company's written request, be made available to any third party indicated in the request.

    4.  Fees and Expenses.  The Calculation Agent shall be entitled to reasonable compensation for all services rendered by it as agreed to between the Calculation Agent and the Company. The Company agrees to pay fees and expenses relating to all requested calculations from the parties as indicated in Section 2 above.

    5.  Terms and Conditions.  The Calculation Agent accepts its obligations herein set out upon the terms and conditions hereof, including the following, to all of which the Company agrees:

     (i) in acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the holders of the Warrants, the Trust Securities or the Debentures;

    (ii) unless otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company, the Unit Agent, the Warrant Agent, the Property Trustee, the Debenture Trustee or the Remarketing Agent made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company, the Unit Agent, the Warrant Agent, the Property Trustee, the Debenture Trustee or the Remarketing Agent, as the case may be;

    (iii) the Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto;

    (iv) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of the Warrants, the Trust Securities or the Debentures with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and

    (v) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or willful misconduct.

    6.  Resignation; Removal; Successor.  (a) The Calculation Agent may at any time resign by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. The Calculation Agent will be paid all unpaid fees and expenses as of the effective

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removal date. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent.

    (b) In case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Calculation Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Calculation Agent shall be appointed by the Company by an instrument in writing, filed with the successor Calculation Agent. Upon the appointment as aforesaid of a successor Calculation Agent and acceptance by the latter of such appointment, the Calculation Agent so superseded shall cease to be Calculation Agent hereunder.

    (c) Any successor Calculation Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor, to the Company, the Warrant Agent and the Remarketing Agent an instrument accepting such appointment hereunder and agreeing to be bound by the terms hereof, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Calculation Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Calculation Agent shall be entitled to receive, all moneys, securities and other property on deposit with or held by such predecessor, as Calculation Agent hereunder.

    (d) Any corporation into which the Calculation Agent hereunder may be merged or converted or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Calculation Agent shall be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

    7.  Certain Definitions.  Terms not otherwise defined herein are used herein as defined in the Declaration, in Section 1.2 and the Warrant Agreement, in Section 1.01.

    8.  Indemnification.  The Company will indemnify the Calculation Agent against any losses or liability which it may incur or sustain in connection with its appointment or the exercise of its powers and duties hereunder except such as may result from the gross negligence or willful misconduct of the Calculation Agent or any of its agents or employees. The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Company for or in respect of any action taken or suffered to be taken in good faith by the Calculation Agent in reliance upon written instructions from the Company.

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    9.  Notices.  Any notice required to be given hereunder shall be delivered in person, sent (unless otherwise specified in this Agreement) by letter, telex or facsimile transmission or communicated by telephone (confirmed in a writing dispatched within two Business Days):

    (a) in the case of the Company, to it at 1201 Third Avenue, Seattle, WA 98101, Attention: Fay L. Chapman (facsimile: (206) 461-5739);

    (b) in the case of the Calculation Agent, to it at 1015 Penn Ave., P.O. Box 7008, Wyomissing, PA 19610 (facsimile: (610) 376-7340), Attention: Paula K. Barrett, CPA;

    (c) in the case of the Warrant Agent, the Property Trustee and the Debenture Trustee, to it at The Bank of New York, 101 Barclay Street, Floor 21 West, New York, New York 10286 (facsimile: (212) 815-5915), Attention: Corporate Trust Administration; and

Any notice hereunder given by telex, facsimile or letter shall be deemed to be served when in the ordinary course of transmission or post, as the case may be, it would be received.

    10.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

    11.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

    12.  Benefit of Agreement.  This Agreement is solely for the benefit of the parties hereto and their successors and assigns, and the holders of the Warrants, the Trust Securities and the Debentures, and no other person shall acquire or have any rights under or by virtue hereof.

    IN WITNESS WHEREOF, this Calculation Agency Agreement has been entered into as of the day and year first above written.

WASHINGTON MUTUAL, INC.
By:	/s/ Fay L. Chapman
Name:	Fay L. Chapman
Title:	Senior Executive Vice President
REINSEL & COMPANY LLP as Calculation Agent
By:	/s/ Paula K. Barret
Name:	Paula K. Barret
Title:	Partner

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Exhibit 4.12

WASHINGTON MUTUAL, INC.
WASHINGTON MUTUAL CAPITAL TRUST 2001
REMARKETING AGREEMENT

    April 30, 2001

Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285

Ladies and Gentlemen:

    Washington Mutual, Inc., a Washington corporation (the "Company"), issued, pursuant to the Unit Agreement (the "Unit Agreement"), dated as of April 30, 2001, among the Company, Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust"), The Bank of New York, as Property Trustee, The Bank of New York, as Warrant Agent and The Bank of New York, as Unit Agent (the "Unit Agent"), $1,000,000,000 Trust Preferred Income Equity Redeemable Securities (the "Units") on April 30, 2001. Each Unit consists of:

     (i) a preferred security having a stated liquidation amount $50 per preferred security (a "Preferred Security"), issued by the Trust and pursuant to the Amended and Restated Declaration of Trust, dated as of April 30, 2001 (the "Declaration"), among the Company, in its capacity as Sponsor, the initial Administrative Trustees (the "Administrative Trustees"), The Bank of New York, as Property Trustee (the "Property Trustee"), and The Bank of New York (Delaware), as Delaware Trustee (the "Delaware Trustee"), and guaranteed (the "Guarantee"; together with the Preferred Securities, the "Securities") by the Company, as Guarantor, to the extent set forth in the Guarantee Agreement, dated as of April 30, 2001 (the "Guarantee Agreement"), between Washington Mutual, Inc., as guarantor (the "Guarantor") and The Bank of New York, as Guarantee Trustee (the "Guarantee Trustee"); and

    (ii) a warrant to purchase .8054 shares (subject to anti-dilution adjustments) of common stock of the Company prior to or on May 3, 2041 (a "Warrant"), issued pursuant to the Warrant Agreement, dated as of April 30, 2001, between the Company and The Bank of New York, as Warrant Agent.

    The Company is the owner of all of the undivided beneficial ownership interests represented by the Common Securities of the Trust (the "Common Securities"; together with the Preferred Securities, the "Trust Securities"), which are also guaranteed by the Company pursuant to the Guarantee Agreement. Concurrently with the issuance of the Securities and the Company's purchase of all of the undivided beneficial ownership interests represented by the Common Securities of the Trust, the Trust invested the proceeds of each thereof in the Company's 5.375% Junior Subordinated Deferrable Interest Debentures due July 1, 2041 (the "Debentures"), issued pursuant to the Indenture (the "Indenture"), dated as of April 30, 2001, between the Company and The Bank of New York, as Debenture Trustee (the "Debenture Trustee"), as amended and supplemented by the First Supplemental Indenture, dated as of April 30, 2001, between the Company and the Debenture Trustee. Capitalized terms used and not defined in this Agreement shall have the meanings set forth in the Unit Agreement, the Declaration or the Indenture, as the case may be.

    The Remarketing of the Securities is provided for in the Declaration and, if the Debentures have been distributed to holders of the Preferred Securities in liquidation of the Trust, the Indenture. As used in this Agreement, the term "Remarketed Securities" means the Securities or Debentures subject to the Remarketing as notified by the Property Trustee, the Unit Agent and the Debenture Trustee, as applicable, on the fourth Business Day prior to the Remarketing Settlement Date; and the term "Remarketing Procedures" means the procedures in connection with the Remarketing of the Securities described in the Declaration and the Indenture, as the case may be.

    Section 1.  Appointment and Obligations of the Remarketing Agent.  (a) The Company and the Trust (together, the "Issuers") hereby appoint Lehman Brothers Inc. as exclusive remarketing agent (the "Remarketing Agent"), and Lehman Brothers Inc. hereby accepts appointment as Remarketing Agent, for the purpose of (i) Remarketing Remarketed Securities on behalf of the holders thereof and (ii) performing such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with and pursuant to the Remarketing Procedures.

    (b) The Remarketing Agent agrees to:

     (i) use commercially reasonable efforts to remarket the Remarketed Securities deemed tendered to the Remarketing Agent in the Remarketing;

    (ii) notify the Issuers promptly of the Reset Rate; and

    (iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the provisions of the Remarketing Procedures.

    (c) On the second Business Day immediately preceding the Remarketing Settlement Date (the "Remarketing Date"), the Remarketing Agent shall use commercially reasonable efforts to remarket, at a price equal to

     (i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Date; and

    (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount.

    (d) If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketed Securities deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum) that the Remarketing Agent determines, in its sole judgment, to be the lowest rate per annum that will enable it to remarket all Remarketed Securities deemed tendered for Remarketing. In the event of a Remarketing:

     (i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 60 days following the Remarketing Date, and (if applicable), as a result, the Accreted Value of the Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 60 days following the Remarketing Date;

    (ii) on the Remarketing Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the Securities established in the Remarketing, and (if applicable), as a result, the Distribution rate per annum on the Accreted Value of the Securities shall become the Reset Rate established in the Remarketing of the Preferred Securities;

    (iii) on the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures on the Special Record Date, and (if applicable), as a result, Distributions accumulated and unpaid on the Preferred Securities from and including the immediately preceding Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Preferred Securities on the Special Record Date;

    (iv) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Sponsor shall be obligated to redeem the Warrants on the Remarketing

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Settlement Date at a redemption price per Warrant equal to the Warrant Value as of the end of the day on the day next preceding the Remarketing Date; and

    (v) on and after the Remarketing Date, the Warrants shall be exercisable at the Exercise Price.

    (e) If none of the holders of Remarketed Securities elects to have Remarketed Securities remarketed in the Remarketing, the Remarketing Agent shall determine the rate that would have been established had a Remarketing been held on the Remarketing Date, and such rate shall be the Reset Rate, and the related modifications to the other terms of the Preferred Securities and to the terms of the Debentures and the Warrants shall be effective as of the Remarketing Date.

    (f)  If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketed Securities deemed tendered for purchase, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise by telephone The Depository Trust Company ("DTC"), the Property Trustee, the Debenture Trustee, the Trust and the Company. In the event of a Failed Remarketing:

     (i) the Accreted Value of the Debentures as of the end of the day on the day next preceding the Remarketing Date shall become due on the date which is 60 days following the Failed Remarketing Date, and (if applicable), as a result, the Accreted Value of the Securities as of the end of the day on the day next preceding the Remarketing Date shall be redeemed on the date which is 60 days following the Failed Remarketing Date;

    (ii) the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate, and (if applicable), as a result, the rate of Distribution per annum on the Accreted Value of the Securities shall become the Reset Rate; and

    (iii) pursuant to the Indenture, the Company no longer shall have the option to defer payments of interest on the Debentures.

    (g) By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the Remarketing Agent shall advise, by telephone:

     (i) DTC, the Property Trustee, the Debenture Trustee, the Trust and the Company of the Reset Rate determined in the Remarketing and the number of Remarketed Securities (or, if applicable, aggregate principal amount of Remarketed Securities) sold in the Remarketing,

    (ii) each purchaser (or their DTC participant) of the Reset Rate and the number of Remarketed Securities (or, if applicable, aggregate principal amount of Remarketed Securities) such purchaser is to purchase; and

    (iii) each purchaser to give instructions to its DTC participant to pay the purchase price on the Remarketing Settlement Date in same day funds against delivery of the Remarketed Securities purchased through the facilities of DTC.

    Section 2.  Representations, Warranties and Agreements of the Company.  The Company represents, warrants and agrees (i) on and as of the date hereof, (ii) on and as of the date the Offering Memorandum or other Remarketing Materials (each as defined in Section 2(a) below) are first distributed in connection with the Remarketing (the "Commencement Date") and (iii) on and as of the Remarketing Settlement Date, that:

    (a) The Company will prepare an offering memorandum dated the date hereof relating to the Securities. Copies of such offering memorandum will be delivered by the Company to you. As used in this Agreement, "Offering Memorandum" means such offering memorandum, including the documents incorporated by reference therein, in each case as amended or supplemented. Reference made herein to any Preliminary Offering Memorandum, the Offering Memorandum or

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any other information furnished by the Issuers to the Remarketing Agent for distribution to investors in connection with the Remarketing (the "Remarketing Materials") shall be deemed to refer to and include any documents incorporated by reference therein under the Securities Act as of the date of such Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, or, in the case of Remarketing Materials, referred to as incorporated by reference therein, and any reference to any amendment or supplement to any Preliminary Offering Memorandum, the Offering Memorandum or the Remarketing Materials shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of such Preliminary Offering Memorandum or the Offering Memorandum incorporated by reference therein or, if so incorporated, the Remarketing Materials, as the case may be. The Offering Memorandum, will not as of its date and as of the Commencement Date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Company by you specifically for inclusion therein.

    (b) The documents incorporated by reference in the Offering Memorandum (the "Incorporated Documents"), when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the Rules and Regulations thereunder (collectively, the "Exchange Act"); none of such Incorporated Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference or deemed to be incorporated by reference in the Offering Memorandum, when such documents are filed with Commission will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

    (c) The Company and each of Washington Mutual Bank, FA, New American Capital, Inc. and Washington Mutual Bank have been duly incorporated and are validly existing as corporations or depository institutions in good standing under the laws of their respective jurisdictions of incorporation are duly qualified to do business and are in good standing as foreign corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification other than where such failures would not, either individually or in the aggregate, have a material adverse effect on the business, financial condition, operating results or prospects of the Company and its subsidiaries taken as a whole, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged; and neither the Trust nor any of the subsidiaries of the Company (other than Washington Mutual Bank, F.A., New American Capital, Inc. and Washington Mutual Bank (collectively, the "Significant Subsidiaries")) is a "significant subsidiary", as such term is defined in Rule 405 of the Rules and Regulations.

    (d) Each of the Company and the Trust has an authorized capitalization as set forth in the Offering Memorandum, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and (except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

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    (e) Washington Mutual Bank, FA, Washington Mutual Bank and New American Capital, Inc. constitute the only "significant subsidiaries" (as such term is defined in Rule 1-02 of Regulation S-X) of the Company.

    (f)  The Indenture has been duly authorized, executed and delivered by the Company and (assuming due execution and delivery by the Debenture Trustee) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and the Debentures have been duly authorized, executed, issued and delivered by the Company and (assuming due authentication by the Debenture Trustee) constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

    (g) The Declaration has been duly authorized, executed and delivered by the Company and the Administrative Trustees and (assuming due execution and delivery by the Property Trustee and the Delaware Trustee) constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

    (h) The Guarantee Agreement has been duly authorized, executed and delivered by the Guarantor and (assuming due execution and delivery by the Guarantee Trustee) constitutes a valid and binding agreement of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

    (i)  This Agreement has been duly authorized, executed and delivered by each of the Company and the Trust.

    (j)  The Remarketed Securities, the Indenture, the Declaration, the Guarantee Agreement and the Remarketing Agreement, when the Remarketed Securities are delivered pursuant to this Agreement, will conform to the descriptions thereof contained in the Offering Memorandum and in any Remarketing Materials.

    (k) The execution, delivery and performance of this Agreement, the Indenture, the Declaration, the Guarantee Agreement and the Remarketing Agreement by the Company, the consummation by the Issuers of the transactions contemplated hereby and thereby and the issuance and delivery of the Debentures (the "Transactions") did not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets; and except for such consents, approvals, authorizations,

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registrations or qualifications as may be required under the Securities Act, Trust Indenture Act, Exchange Act and applicable state securities laws in connection with the initial distribution of the Preferred Securities or the Remarketing, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the Transactions.

    (l)  There are no contracts, agreements or understandings between (i) the Company and (ii) any person, granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company or under the Securities Act.

    (m) Neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in the Offering Memorandum or in any Remarketing Materials, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum and in any Remarketing Materials; and, since such date, there has not been any material change in the consolidated share capital or long-term debt of the Company and its subsidiaries or the consolidated share capital or long-term debt of any Significant Subsidiary or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Offering Memorandum and in any Remarketing Materials.

    (n) The financial statements filed as part of the Registration Statement or incorporated by reference in the Offering Memorandum or as presented in any Remarketing Materials present fairly the financial condition and results of operations of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved; and the supporting schedules included or incorporated by reference in the Offering Memorandum or in any Remarketing Materials present fairly the information required to be stated therein.

    (o) Deloitte & Touche LLP, who have certified certain financial statements of the Company, whose report appears in the Offering Memorandum or is incorporated by reference therein or in any Remarketing Materials and who have delivered the letter referred to in Section 6(h) hereof, are independent public accountants as required by the Securities Act and the Rules and Regulations.

    (p) Other than as set forth or incorporated by reference in the Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or to which any property or asset of the Company or any of its subsidiaries is the subject which could reasonably be expected individually or in the aggregate to have a Material Adverse Effect; and to the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

    (q) There are no contracts or other documents which are required to be described in the Offering Memorandum which have not been described in the Offering Memorandum or incorporated therein by reference as permitted by the Rules and Regulations.

    (r) None of the Company nor any Significant Subsidiary has any material contingent liability which is not disclosed in the Offering Memorandum.

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    (s) Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws, is in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or is in violation in any material respect of any law, ordinance, governmental rule, regulation or court decree to which it or its properties or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its properties or assets or to the conduct of its business.

    (t)  Neither the Company nor any Significant Subsidiary of the Company is an "investment company" within the meaning of such term under the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations of the Commission thereunder.

    (u) The Company and each Significant Subsidiary has statutory authority, franchises and consents free from burdensome restrictions and adequate for the conduct of the business in which it is engaged.

    (v) Washington Mutual Bank, FA a federal savings bank (the "Bank") holds a valid charter from the Office of Thrift Supervision to do business as a federal savings bank under the laws of the United States and has full corporate power and authority to own its properties and conduct its business as described in the Offering Memorandum, as amended or supplemented as of the Commencement Date, and all the outstanding shares of capital stock of the Bank have been duly and validly authorized and issued, are fully paid and nonassessable, and are directly owned by the Company free and clear of liens and encumbrances.

    Section 3.  Representations, Warranties and Agreements of the Company and the Trust.  The Company and the Trust, jointly and severally, represent, warrant and agree, (i) on and as of the date hereof, (ii) on and as of the Commencement Date and (iii) on and as of the Remarketing Settlement Date that:

    (a) The Trust has been duly created and is validly existing as a business trust in good standing under the Business Trust Act of the State of Delaware (the "Delaware Business Trust Act") with the trust power and authority to own property and conduct its business as described in the Offering Memorandum, and has conducted and will conduct no business other than the transactions contemplated by this Agreement as described in the Offering Memorandum or in any Remarketing Materials; the Trust is not a party to or bound by any agreement or instrument other than this Agreement, the Declaration and the other agreements entered into in connection with the transactions contemplated hereby; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the Declaration and described in the Offering Memorandum or in any Remarketing Materials; and the Trust is not a party to or subject to any action, suit or proceeding of any nature.

    (b) The Declaration has been duly authorized, executed and delivered by the Company, as Sponsor, and the Administrative Trustees and (assuming due authorization, execution and delivery by the Property Trustee and the Delaware Trustee) constitutes a valid and binding obligation of the Trust enforceable against the Trust in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing, and will conform to the description thereof contained in the Offering Memorandum or in any Remarketing Materials.

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    (c) The Trust Securities are duly authorized, validly issued, fully paid and, in the case of the Preferred Securities, nonassessable and conform to the descriptions contained in the Offering Memorandum or in any Remarketing Materials.

    (d) This Agreement has been duly authorized, executed and delivered by the Trust.

    (e) The execution, delivery and performance of this Agreement, the Declaration and the Trust Securities by the Trust, the purchase of the Debentures by the Trust from the Company, the distribution of the Debentures upon the liquidation of the Trust in the circumstances contemplated by the Declaration, and the consummation by the Trust of the transactions contemplated herein and in the Declaration (the "Trust Transactions"), did not and will not result in a violation of any statute or order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trust or any of its assets; and except for such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Act, Trust Indenture Act, Exchange Act or applicable state securities laws in connection with the initial distribution of the Preferred Securities and the Remarketing, no consent, approval, authorization or order of or filing or registration with, any such court or governmental agency or body is required for the Trust Transactions.

    (f)  The Trust is not an "investment company" within the meaning of such term under the 1940 Act and the rules and regulations of the Commission thereunder.

    Section 4.Fees and Expenses.  (a) For the performance of its services as Remarketing Agent hereunder, the Company shall pay to the Remarketing Agent on the Remarketing Settlement Date, by wire transfer to an account designated by the Remarketing Agent, an amount not to exceed $0.10 per Remarketed Security on the day next preceding the Remarketing Date successfully remarketed by the Remarketing Agent.

    (b) The Company agrees to pay:

     (i) the costs incident to the preparation and printing of the Offering Memorandum and any Remarketing Materials and any amendments or supplements thereto;

    (ii) the costs of distributing the Offering Memorandum and any Remarketing Materials and any amendments or supplements thereto;

    (iii) the fees and expenses of qualifying the Remarketed Securities under the securities laws of the several jurisdictions as provided in Section 5(h) and of preparing, printing and distributing a Blue Sky Memorandum (including related fees and expenses of counsel to the Remarketing Agent);

    (iv) all other costs and expenses incident to the performance of the obligations of the Company and the Trust hereunder; and

    (v) the reasonable fees and expenses of counsel to the Remarketing Agent in connection with their duties hereunder.

The Trust shall not be liable for any fees and expenses in this Section.

    Section 5.  Further Agreements of the Company.  The Company agrees to use its reasonable best efforts:

    (a) To prepare any offering memorandum, if required, in connection with the Remarketing, in a form approved by the Remarketing Agent.

    (b) To furnish promptly to the Remarketing Agent and to counsel to the Remarketing Agent, copies of the Offering Memorandum (and all amendments and supplements thereto) in each case as soon as available and in such quantities as the Initial Purchaser reasonably requests for internal

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use and for distribution to prospective purchasers. The Company will pay the expenses of printing and distributing to the Initial Purchaser all such documents.

    (c) To deliver promptly to the Remarketing Agent in New York City such number of the following documents as the Remarketing Agent shall request:

     (i) the Offering Memorandum and any amended or supplemented Offering Memorandum;

    (ii) any document incorporated by reference in the Offering Memorandum (excluding exhibits thereto); and

    (iii) any Remarketing Materials;

and, if the delivery of an offering memorandum is required at any time in connection with the Remarketing and if at such time any event shall have occurred as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Offering Memorandum is delivered, not misleading, or if for any other reason it shall be necessary during such same period to amend or supplement the Offering Memorandum or to file under the Exchange Act any document incorporated by reference in the Offering Memorandum in order to comply with the Securities Act or the Exchange Act, to notify the Remarketing Agent and, upon its request, to file such document and to prepare and furnish without charge to the Remarketing Agent and to any dealer in securities as many copies as the Remarketing Agent may from time to time request of an amended or supplemented Offering Memorandum which will correct such statement or omission or effect such compliance.

    (d) For so long as any of the Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to provide to any holder of the Unit Securities or to any prospective purchaser of the Securities designated by any holder, upon request of such holder or prospective purchaser, information required to be provided by Rule 144A(d)(4) of the Securities Act if, at the time of such request, the Company is not subject to the reporting requirements under Section 13 or 15(d) of the Exchange Act.

    (e) Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketed Securities for offering and sale under the securities laws of such jurisdictions as the Remarketing Agent may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.

    Section 6.  Conditions to the Remarketing Agent's Obligations.  The obligations of the Remarketing Agent hereunder are subject to the accuracy, on and as of the date when made, of the representations and warranties of the Company and the Trust contained herein, to the performance by the Company and the Trust of their respective obligations hereunder, and to each of the following additional terms and conditions:

    (a) The Remarketing Agent shall not have discovered and disclosed to the Company prior to on the Remarketing Settlement Date that the Offering Memorandum, or the Remarketing Materials or any amendment or supplement thereto contains any untrue statement of a fact which, in the opinion of counsel for the Remarketing Agent, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

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    (b) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Declaration, the Indenture, the Remarketed Securities, the Guarantee Agreement, the Preferred Securities, the Common Securities, the Offering Memorandum, the Remarketing Materials and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Remarketing Agent, and the Issuers shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

    (c) Heller Ehrman White & McAuliffe LLP, counsel to the Company, shall have furnished to the Remarketing Agent its written opinion, as counsel to the Company, addressed to the Remarketing Agent and dated the Remarketing Settlement Date, in form and substance satisfactory to the Remarketing Agent, to the effect that:

     (i) The Company and each Significant Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of their respective jurisdictions of incorporation, with respective power and authority (corporate and other) to own its properties and conduct its businesses as described in the Offering Memorandum.

    (ii) The Company has an authorized capitalization as set forth in the Offering Memorandum and in any Remarketing Materials, all of the issued capital shares of the Company and each Significant Subsidiary of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued capital shares of each Significant Subsidiary (except for directors' qualifying shares and as set forth or incorporated by reference in the Registration Statement) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

    (iii) The Company and each Significant Subsidiary has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

    (iv) There are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of the Debentures pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel.

    (v) To such counsel's knowledge and other than as set forth in the Offering Memorandum or in any Remarketing Materials, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or to which any property or asset of the Company or any of its subsidiaries is subject which could reasonably be expected individually or in the aggregate to have a material adverse effect on the consolidated financial position, shareholders' equity or results of operations of the Company and its subsidiaries; and, to such counsel's knowledge and other than as set forth in the Offering Memorandum, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

    (vi) The statements contained in the Offering Memorandum under the captions "Description of the Preferred Securities", "Description of the Common Stock", "Description of the Debentures", "Description of the Guarantee" and "Relationship Among the Preferred Securities, the Debentures and the Guarantee" insofar as they purport to constitute summaries of certain terms of documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects.

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   (vii) The Indenture has been duly authorized, executed and delivered by the Company and (assuming due authentication, execution and delivery by the Debenture Trustee) constitutes a valid and binding agreement of the Company enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

   (viii) The Debentures have been duly authorized, executed and delivered by the Company and (assuming due authentication by the Debenture Trustee) constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

    (ix) The Declaration has been duly authorized, executed and delivered by the Company.

    (x) The Guarantee Agreement has been duly authorized, executed and delivered by the Guarantor and (assuming due execution and delivery by the Guarantee Trustee) constitutes a valid and binding agreement of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

    (xi) This Agreement has been duly authorized, executed and delivered by the Company.

   (xii) The Transactions will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Trust, the Company or any of the Significant Subsidiaries is a party or by which the Trust, the Company or any of the Significant Subsidiaries is bound or to which any of the properties or assets of the Trust, the Company or any of the Significant Subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws of the Company or any of the Significant Subsidiaries or the Declaration or Certificate of Trust of the Trust or any statute, rule or regulation or any order known to such counsel of any court or governmental agency or body having jurisdiction over the Trust, the Company or any of the Significant Subsidiaries or any of their properties or assets; and, except for the registration of the Debentures, the Preferred Securities and the Guarantee under the Securities Act, the qualification of the Indenture, the Declaration and the Guarantee Agreement under the Trust Indenture Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the Transactions.

   (xiii) None of the Trust, the Company or any of the Significant Subsidiaries of the Company is an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the 1940 Act.

   (xiv) Based upon current law and the assumptions stated or referred to therein: (i) the Trust will be classified as a grantor trust for United States federal income tax purposes and not as an association taxable as a corporation; and (ii) the statements set forth in the Offering Memorandum or in the Remarketing Materials under the caption "United States Federal

11

Income Tax Consequences" insofar as they purport to constitute summaries of matters of United States federal tax laws and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America and the laws of the State of Washington and the State of New York (with respect to clause (x)). Such counsel shall also advise the Remarketing Agent that although such counsel is not passing upon and assumes no responsibility or liability for the accuracy, completeness or fairness of the statements contained in the documents incorporated by reference in the Offering Memorandum or any further amendment or supplement thereto made by the Issuers prior to such Remarketing Settlement Date, they have no reason to believe that any of such documents (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), as of its date, as the case may be, contained, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel shall also advise the Remarketing Agent that although such counsel is not passing upon and, except as set forth in clauses (viii) and (xvii) above, assumes no responsibility or liability for the accuracy, completeness or fairness of the statements contained in the Offering Memorandum and the Remarketing Materials and any further amendments and supplements thereto made by the Issuers prior to such date, they have no reason to believe that, as of its date, the Offering Memorandum and the Remarketing Materials or any further amendment or supplement thereto made by the Issuers prior to such Remarketing Settlement Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that, as of such Remarketing Settlement Date, either the Offering Memorandum or the Remarketing Materials or any further amendment or supplement thereto made by the Issuers prior to such Remarketing Settlement Date (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

    (d) Richards, Layton & Finger, P.A., special Delaware counsel to the Issuers, shall have furnished to the Remarketing Agent its written opinion, as special Delaware counsel to the Issuers, addressed to the Remarketing Agent and dated the Remarketing Settlement Date, in form and substance satisfactory to the Remarketing Agent, to the effect that:

     (i) The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act. Under the Delaware Business Trust Act and the Declaration, the Trust has the business trust power and authority to own property and to conduct its business as described in the Offering Memorandum and the Remarketing Materials and to enter into and perform its obligations under this Agreement and the Trust Securities.

    (ii) The Common Securities have been duly authorized by the Declaration and are validly issued and (subject to the terms in this paragraph) fully paid undivided beneficial ownership interests in the assets of the Trust (such counsel may note that the holders of Common Securities will be subject to the withholding provisions of Section 10.4 of the Declaration, will be required to make payment or provide indemnity or security as set forth in the Declaration and will be liable for the debts and obligations of the Trust to the extent provided in Section 9.1(b) of the Declaration); under the Delaware Business Trust Act and the Declaration, the issuance of the Common Securities is not subject to preemptive rights.

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    (iii) The Preferred Securities have been duly authorized by the Declaration and are validly issued and (subject to the terms in this paragraph) fully paid and nonassessable undivided beneficial ownership interests in the assets of the Trust, the holders of the Preferred Securities will be entitled to the benefits of the Declaration (subject to the limitations set forth in clause (v) below) and will be entitled to the same limitation of personal liability as extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware (such counsel may note that the holders of Preferred Securities will be subject to the withholding provisions of Section 10.4 of the Declaration and will be required to make payment or provide indemnity or security as set forth in the Declaration); under the Delaware Business Trust Act and the Declaration, the issuance of the Preferred Securities is not subject to preemptive rights.

    (iv) Under the Delaware Business Trust Act and the Declaration, all necessary trust action has been taken to duly authorize the execution, delivery and performance by the Trust of this Agreement.

    (v) Assuming the Declaration has been duly authorized by the Company and has been duly executed and delivered by the Company and the Administrative Trustees, and assuming due authorization, execution and delivery of the Declaration by the Property Trustee and the Delaware Trustee, the Declaration constitutes a valid and binding obligation of the Company and the Administrative Trustees enforceable against the Company and the Administrative Trustees in accordance with its terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (iii) the effect of applicable public policy on the enforceability of provisions relating to indemnification or contribution.

    (vi) The issuance and sale by the Trust of the Preferred Securities, the purchase by the Trust of the Debentures, the execution, delivery and performance by the Trust of this Agreement, the consummation by the Trust of the transactions contemplated by this Agreement and compliance by the Trust with its obligations thereunder do not violate any of the provisions of the Certificate of Trust or the Declaration or any applicable Delaware law or administrative regulation.

   (vii) Assuming that the Trust derives no income from or connected with sources within the State of Delaware and has no assets, activities (other than having a Delaware Trustee as required by the Delaware Business Trust Act and the filing of documents with the Secretary of State of Delaware) or employees in the State of Delaware, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Delaware court or Delaware governmental authority or agency (other that as may be required under the securities or blue sky laws of the state of Delaware, as to which such counsel need express no opinion) is necessary or required to be obtained by the Trust solely in connection with the due authorization, execution and delivery by the Trust of this Agreement or the offering, issuance, sale or delivery of the Preferred Securities.

    (e) Emmet, Marvin & Martin, LLP, counsel to the Property Trustee and the Guarantee Trustee, shall have furnished to the Remarketing Agent its written opinion, as counsel to The Bank of New York, as Property Trustee and Guarantee Trustee, addressed to the Remarketing Agent

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and dated the Remarketing Settlement Date, in form and substance satisfactory to the Remarketing Agent, to the effect that:

     (i) Each of the Property Trustee and the Guarantee Trustee is duly incorporated as a New York banking corporation with all necessary power and authority to execute and deliver and perform their respective obligations under the terms of the Declaration and the Guarantee Agreement.

    (ii) The execution, delivery and performance by the Property Trustee of the Declaration and the execution, delivery and performance by the Guarantee Trustee of the Guarantee Agreement have been duly authorized by all necessary corporate action on the part of the Property Trustee and the Guarantee Trustee, respectively. The Declaration has been duly executed and delivered by the Property Trustee and the Guarantee Agreement has been duly executed and delivered by the Guarantee Trustee and each constitutes the valid and binding agreement of the Property Trustee and the Guarantee Trustee, respectively, enforceable against the Property Trustee and the Guarantee Trustee, respectively, in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

    (iii) The execution, delivery and performance of the Declaration and the Guarantee Agreement by the Property Trustee and the Guarantee Trustee, respectively, do not conflict with or constitute a breach of the charter or by-laws of the Property Trustee and the Guarantee Trustee, respectively.

    (iv) No consent, approval or authorization of, or registration with or notice to, any New York or federal banking authority is required for the execution, delivery or performance by the Property Trustee and the Guarantee Trustee of the Declaration and the Guarantee Agreement, respectively.

    (f)  Richards Layton & Finger, P.A., counsel to the Delaware Trustee, shall have furnished to the Remarketing Agent its written opinion, as counsel to The Bank of New York (Delaware), as Delaware Trustee, addressed to the Remarketing Agent and dated the Remarketing Settlement Date, in form and substance satisfactory to the Remarketing Agent, to the effect that:

     (i) The Delaware Trustee has been duly incorporated and is validly existing as a banking corporation in good standing under the laws of the State of Delaware with all necessary power and authority to execute and deliver, and to carry out and perform its obligations under the terms of the Declaration.

    (ii) The execution, delivery and performance by the Delaware Trustee of the Declaration has been duly authorized by all necessary corporate action on the part of the Delaware Trustee. The Declaration has been duly executed and delivered by the Delaware Trustee and constitutes the valid and binding agreement of the Delaware Trustee enforceable against the Delaware Trustee in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (iii) the effect of applicable public policy on the enforceability of provisions relating to indemnification or contribution.

    (iii) The execution, delivery and performance of the Declaration by the Delaware Trustee do not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee.

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    (iv) No consent, approval or authorization of, or registration with or notice to, any Delaware or federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of the Declaration.

    (g) On the Remarketing Date, the Company shall have furnished to the Remarketing Agent a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of Deloitte & Touche LLP, or such other firm of nationally recognized independent public accountants satisfactory to the Remarketing Agent, containing statements and information of the type ordinarily included in accountants' "comfort letters" with respect to certain financial information contained in the Offering Memorandum and in the Remarketing Materials.

    (h) The Company shall have furnished to the Remarketing Agent a certificate, dated the Remarketing Settlement Date, of its Chairman of the Board and President, or its Senior Executive Vice President, and its Chief Financial Officer, stating that:

     (i) The representations, warranties and agreements of the Company in Sections 2 and 3 are true and correct as of the Remarketing Settlement Date; the Company have complied with all its agreements contained herein; and the conditions contained in Section 6(a) have been fulfilled;

    (ii) (A) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Offering Memorandum or in the Remarketing Materials any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, otherwise than as set forth or contemplated in the Offering Memorandum or in the Remarketing Materials and (B) since the respective dates as of which information is given in the Offering Memorandum or in the Remarketing Materials, there has not been any material change in the consolidated share capital or long-term debt of the Company and its subsidiaries or the consolidated share capital or long-term debt of any Significant Subsidiary or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company and its subsidiaries (taken as a whole), otherwise than as set forth or contemplated in the Offering Memorandum or the Remarketing Materials; and

    (iii) They have carefully examined the Offering Memorandum and the Remarketing Materials and, in their opinion (A) the Offering Memorandum and the Remarketing Materials, as of their respective dates, did not include any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) since such dates, no event has occurred which should have been set forth in a supplement or amendment to the Offering Memorandum or the Remarketing Materials.

    (i)  Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Offering Memorandum and in the Remarketing Materials any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Memorandum or in the Remarketing Materials or (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of

15

operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Offering Memorandum or in the Remarketing Materials, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Remarketing Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the Remarketing on the terms and in the manner contemplated in the Offering Memorandum and in the Remarketing Materials.

    (j)  Without the prior written consent of the Remarketing Agent, the Declaration or the Indenture shall not have been amended in any manner, or otherwise contain any provision contained therein as of the date hereof that, in the opinion of the Remarketing Agent, materially changes the nature of the Remarketed Securities or the Remarketing Procedures.

    (k) Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Preferred Securities or any of the Company's or any Significant Subsidiary's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Preferred Securities or any of the Company's or any Significant Subsidiary's debt securities.

    (l)  Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following:

     (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction;

    (ii) a banking moratorium shall have been declared by Federal or state authorities;

    (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States; or

    (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Remarketing Agent, impracticable or inadvisable to proceed with the Remarketing on the terms and in the manner contemplated in the Offering Memorandum or in the Remarketing Materials.

    All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Remarketing Agent.

    Section 7.Indemnification and Contribution.  (a) The Issuers shall indemnify and hold harmless the Remarketing Agent, its officers and employees and each person, if any, who controls the Remarketing Agent within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Remarketed Securities), to which the Remarketing Agent or that officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon:

     (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Offering Memorandum or the Remarketing Materials or in any amendment or supplement thereto,

16

or (B) in any blue sky application or other document prepared or executed by the Issuers (or based upon any written information furnished by the Issuers) specifically for the purpose of qualifying any or all of the Remarketed Securities under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a "Blue Sky Application"), or

    (ii) the omission or alleged omission to state in any Offering Memorandum or the Remarketing Materials or in any amendment or supplement thereto, or in any Blue Sky Application, any material fact required to be stated therein or necessary to make the statements therein not misleading,

and shall reimburse the Remarketing Agent and each such officer, employee and controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Remarketing Agent or that officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided however, that the Issuers shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Offering Memorandum or the Remarketing Materials or in any such amendment or supplement, or in any Blue Sky Application in reliance upon and in conformity with the written information furnished to the Issuers by or on behalf of the Remarketing Agent specifically for inclusion therein and described in a letter from the Remarketing Agent to the Company and provided further, that as to any Preliminary Offering Memorandum this indemnity agreement shall not inure to the benefit of the Remarketing Agent, its officers or employees or any person controlling the Remarketing Agent on account of any loss, claim, damage, liability or action arising from the sale of the Remarketed Securities to any person by the Remarketing Agent if the Remarketing Agent failed to send or give a copy of the Offering Memorandum, as the same may be amended or supplemented, to that person within the time required by the Securities Act, and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Preliminary Offering Memorandum was corrected in the Offering Memorandum, unless such failure resulted from non-compliance by the Company with Section 5(c). For purposes of the last proviso to the immediately preceding sentence, the term "Offering Memorandum" shall not be deemed to include the documents incorporated therein by reference, and the Remarketing Agent shall not be obligated to send or give any supplement or amendment to any document incorporated by reference in any Preliminary Offering Memorandum or the Offering Memorandum to any person other than a person to whom the Remarketing Agent had delivered such incorporated document or documents in response to a written request therefor. The foregoing indemnity agreement is in addition to any liability which the Issuers may otherwise have to the Remarketing Agent or to any officer, employee or controlling person of the Remarketing Agent.

    (b) The Remarketing Agent shall indemnify and hold harmless the Company, its officers and employees, its directors, the Trust and each Trustee, and each person, if any, who controls any of the Issuers within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company, any such director, officer or employee, the Trust or any such Trustee or any such controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon:

     (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Offering Memorandum or the Remarketing Materials or in any amendment or supplement thereto, or (B) in any Blue Sky Application; or

    (ii) the omission or alleged omission to state in any Offering Memorandum or the Remarketing Materials or in any amendment or supplement thereto, or in any Blue Sky

17

Application, any material fact required to be stated therein or necessary to make the statements therein not misleading,

but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Company or the Trustee by or on behalf of the Remarketing Agent specifically for inclusion therein and described in a letter from the Remarketing Agent to the Company, and shall reimburse the Company and any such director, officer or employee, the Trust or any such Trustee or such controlling person for any legal or other expenses reasonably incurred by the Company or any such director or officer, the Trust or any Trustee or any such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which the Remarketing Agent may otherwise have to the Company or any such director or officer, the Trust or any such Trustee or any such controlling person.

    (c) Promptly after receipt by an indemnified party under this Section 7 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the claim or the commencement of that action; provided however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided however, that the Remarketing Agent shall have the right to employ counsel to represent jointly the Remarketing Agent and its officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Remarketing Agent against the Issuers under this Section 7 if, in the reasonable judgment of the Remarketing Agent, it is advisable for the Remarketing Agent and those officers, employees and controlling persons to be jointly represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Issuers. No indemnifying party shall:

     (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, or

    (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

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    (d) If the indemnification provided for in this Section 7 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 7(a) or 7(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof:

     (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Issuers on the one hand and the Remarketing Agent on the other hand from the Remarketing; or

    (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers on the one hand and the Remarketing Agent on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.

The relative benefits received by the Issuers on the one hand and the Remarketing Agent on the other with respect to such offering shall be deemed to be in the same proportion as the total liquidation or principal amount of the Remarketed Securities less the fee paid to the Remarketing Agent pursuant to Section 4(a) of this Agreement, on the one hand, and the total fees received by the Remarketing Agent pursuant to such Section 4(a), on the other hand, bear to the total liquidation or principal amount of the Remarketed Securities. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuers on the one hand or the Remarketing Agent on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Remarketing Agent agree that it would not be just and equitable if contributions pursuant to this Section 7(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7(d) shall be deemed to include, for purposes of this Section 7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7(d), the Remarketing Agent shall not be required to contribute any amount in excess of the amount by which the fees received by it under Section 4 exceed the amount of any damages which the Remarketing Agent has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

    Section 8.Resignation and Removal of the Remarketing Agent.  The Remarketing Agent may resign and be discharged from its duties and obligations hereunder, and the Company may remove the Remarketing Agent, by giving 60 days' prior written notice, in the case of a resignation, to the Company, DTC, the Unit Agent, the Property Trustee and the Debenture Trustee and, in the case of a removal, the removed Remarketing Agent, DTC, the Unit Agent, the Property Trustee and the Debenture Trustee; provided however, that:

     (i) the Company may not remove the Remarketing Agent unless:

    (A) the Remarketing Agent becomes involved as a debtor in a bankruptcy, insolvency or similar proceeding;

    (B) the Remarketing Agent shall not be among the 15 underwriters with the largest volume underwritten in dollars, on a lead or co-managed basis, of U.S. domestic debt securities during the twelve-month period ended as of the last calendar quarter preceding the Remarketing Settlement Date; or

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    (C) the Remarketing Agent shall be subject to one or more legal restrictions preventing the performance of its obligations hereunder; and

    (ii) no such resignation nor any such removal shall become effective until the Company shall have appointed at least one nationally recognized broker-dealer as successor Remarketing Agent and such successor Remarketing Agent shall have entered into a remarketing agreement with the Company and the Trust in which it shall have agreed to conduct the Remarketing in accordance with the Remarketing Procedures.

In any such case, the Company will use its reasonable efforts to appoint a successor Remarketing Agent and enter into such a remarketing agreement with such person as soon as reasonably practicable. The provisions of Sections 4 and 7 shall survive the resignation or removal of any Remarketing Agent pursuant to this Agreement.

    Section 9.  Dealing in the Remarketed Securities.  The Remarketing Agent, when acting as a Remarketing Agent or in its individual or any other capacity, may, to the extent permitted by law, buy, sell, hold and deal in any of the Remarketed Securities. The Remarketing Agent may exercise any vote or join in any action which any beneficial owner of Remarketed Securities may be entitled to exercise or take pursuant to the Declaration or the Indenture with like effect as if it did not act in any capacity hereunder. The Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with the Issuers as freely as if it did not act in any capacity hereunder.

    Section 10.  Remarketing Agent's Performance; Duty of Care.  The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement, the Declaration and the Indenture. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement, the Declaration or the Indenture. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement, the Declaration or the Indenture as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part. The Remarketing Agent will be entitled to rely conclusively on any determination by the Calculation Agent under the Calculation Agency Agreement, dated as of April 30, 2001, between the Company and Reinsel & Company LLP, as Calculation Agent, of the Accreted Value or Discount relating to the Preferred Securities and Debentures, as applicable, and will incur no liability to the Company or any holder of Remarketed Securities relating to inaccuracies in calculating such Accreted Value or Discount.

    Section 11.  Termination.  This Agreement shall terminate as to the Remarketing Agent on the effective date of the resignation or removal of the Remarketing Agent pursuant to Section 8. In addition, the obligations of the Remarketing Agent hereunder may be terminated by it by notice given to the Company or the Trust prior to 10:00 a.m. (New York City time) on the Remarketing Settlement Date if, prior to that time, any of the events described in Sections 6(j), (k), (l) or (m) shall have occurred.

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    If this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:

    (x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent for all of its out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by it; and

    (y) if the Remarketing Agent failed or refused to purchase the Remarketed Securities hereunder, without some reason sufficient hereunder to justify the cancellation or termination of its obligations hereunder, the Remarketing Agent shall not be relieved of liability to the Company for damages occasioned by its default.

    Section 12.  Notices.  All statements, requests, notices and agreements hereunder shall be in writing, and:

    (a) if to the Remarketing Agent, shall be delivered or sent by mail, telex or facsimile transmission to Lehman Brothers Inc., Three World Financial Center, New York, New York 10285, Attention: Syndicate Department (Fax: (212)-528-8822);

    (b) if to the Issuers shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Offering Memorandum, Attention: Fay L. Chapman (Fax: (206) 461-5739).

Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.

    Section 13.  Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon the Remarketing Agent, the Company, the Trust and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that:

    (x) the representations, warranties, indemnities and agreements of the Issuers contained in this Agreement shall also be deemed to be for the benefit of the officers and employees of the Remarketing Agent and the person or persons, if any, who control the Remarketing Agent within the meaning of Section 15 of the Securities Act; and

    (y) the indemnity agreement of the Remarketing Agent contained in Section 7(b) of this Agreement shall be deemed to be for the benefit of directors, officers and employees of the Issuers and any person controlling the Issuers within the meaning of Section 15 of the Securities Act.

Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to herein, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

    Section 14.  Survival.  The respective indemnities, representations, warranties and agreements of the Issuers and the Remarketing Agent contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the Remarketing and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them.

    Section 15.  Definition of the Terms "Business Day" and "Subsidiary".  For purposes of this Agreement, (a) "business day" means any day on which the New York Stock Exchange, Inc. is open for trading and (b) "subsidiary" has the meaning set forth in Rule 405 under the Securities Act.

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    Section 16.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

    Section 17.  Counterparts.  This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

    Section 18.  Headings.  The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

    If the foregoing correctly sets forth the agreement among the Company, the Trust and the Remarketing Agent, please indicate your acceptance in the space provided for that purpose below.

Very truly yours, WASHINGTON MUTUAL, INC.
By:	/s/ Fay L. Chapman Name: Fay L. Chapman Title: Senior Executive Vice President
Very truly yours, WASHINGTON MUTUAL CAPITAL TRUST 2001
By:	/s/ Fay L. Chapman Name: Fay L. Chapman Title: Senior Executive Vice President

LEHMAN BROTHERS INC.
By:	signature not legible Authorized Representative

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Exhibit 4.12
WASHINGTON MUTUAL, INC. WASHINGTON MUTUAL CAPITAL TRUST 2001 REMARKETING AGREEMENT

EX-5.1

June 27, 2001

Washington Mutual, Inc.
1201 Third Avenue
Seattle, WA 98101

Re: Washington Mutual, Inc.—Registration Statement on Form S-3 with respect to 8,713,925 Trust Preferred Income Equity Redeemable Securities Units

Ladies and Gentlemen:

    We have acted as counsel to Washington Mutual, Inc., a Washington corporation (the "Company"), in connection with the filing by the Company with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-3 (the "Registration Statement") with respect to 8,713,925 Trust Preferred Income Equity Redeemable Securities Units, consisting of a preferred interest (a "Preferred Security") in Washington Mutual Capital Trust 2001 (the "Trust") and a warrant ("Warrant") issued by the Company to purchase shares of common stock of the Company; shares of common stock of the Company issuable upon exercise of the Warrants ("Warrant Stock"); subordinated debentures of the Company (the "Debentures"); and a guarantee by the Company of certain payments to be made by the Trust, in accordance with the terms of the Resale Registration Rights Agreement, dated as of April 30, 2001 (the "Registration Rights Agreement") between the Company, the Trust and Lehman Brothers Inc. The Preferred Securities, Warrants, Warrant Stock, Debentures and the Guarantee are collectively referred to herein as the "Securities."

    We have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. We have based our opinion upon our review of the following records, documents, instruments and certificates and such additional certificates relating to factual matters as we have deemed necessary or appropriate for our opinion:

(a)

The Registration Statement



(b)

The Purchase Agreement dated April 30, 2001;



(c)

The Original Indenture dated April 30, 2001;



(d)

The Supplemental Indenture dated April 30, 2001;



(e)

The Original Declaration dated April 23, 2001;



(f)

The Amended and Restated Trust Agreement dated April 30, 2001;



(g)

The Guarantee Agreement dated April 30, 2001;



(h)

The Unit Agreement dated April 30, 2001;



(i)

The Warrant Agreement dated April 30, 2001;



(j)

The Registration Rights Agreement dated April 30, 2001;

(k)

The Remarketing Agreement dated April 30, 2001;



(l)

Amendment No. 1 to the Warrant Agreement dated May 16, 2001;



(m)

Amendment No. 1 to the Guarantee Agreement dated May 16, 2001;



(n)

The Articles of Incorporation (including all amendments thereto) of the Company certified by the Washington Secretary of State as of June 25, 2001, and certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion;



(o)

A Certificate of Existence/Authorization relating to the Company issued by the Washington Secretary of State, dated June 25, 2001.



(p)

The Bylaws of the Company (and all amendments thereto) certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion;



(q)

Records certified to us by an officer of the Company as constituting all records of proceedings and actions of the board of directors of the Company relating to the issuance of the Securities by the Company and the transactions contemplated by the Registration Rights Agreement; and



(r)

A certificate (the "Officers' Certificate") of a Senior Executive Vice President of the Company as to certain factual matters.

II.

    We express no opinion as to the applicable choice of law rules that may affect the interpretation or enforcement of the Registration Rights Agreement or the Securities.

    This opinion is limited to the federal laws of the United States of America, the laws of the State of Washington, the laws of the State of New York and General Corporation Law of the State of Delaware, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative opinion.

III.

    Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of our opinion, and subject to the limitations and qualifications expressed below, it is our opinion that:

1.

The Warrants, the Debentures and the Guarantee have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors' rights and (ii) to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.



2.

The Preferred Securities have been validly issued and are fully paid and non-assessable.



3.

The shares of Warrant Stock, when issued in accordance with the Warrant Agreement as amended by Amendment No. 1 dated as of May 16, 2001, will be validly issued, fully paid and nonassessable.

IV.

    We further advise you that:

A.

As noted, the enforceability of the Warrants, the Debentures and the Guarantee is subject to the effect of general principles of equity. These principles include, without limitation, concepts of commercial reasonableness, materiality and good faith and fair dealing. As applied to the

Warrants, the Debentures and the Guarantee, these principles will require the parties thereto to act reasonably, in good faith and in a manner that is not arbitrary or capricious in the administration and enforcement of the Warrants, the Debentures and the Guarantee and will preclude the parties thereto from invoking penalties for defaults that bear no reasonable relation to the damage suffered or that would otherwise work a forfeiture.

B.

The enforceability of the Warrants, the Debentures and the Guarantee is subject to the effects of (i) Section 1-102 of the New York UCC, which provides that obligations of good faith, diligence, reasonableness and care prescribed by the New York UCC may not be disclaimed by agreement, although the parties may by agreement determine the standards by which the performance of such obligations is to be measured if those standards are not manifestly unreasonable, (ii) Section 1-203 of the New York UCC, which imposes an obligation of good faith in the performance or enforcement of a contract and (iii) legal principles under which a court may refuse to enforce, or may limit the enforcement of, a contract or any clause of a contract that a court finds as a matter of law to have been unconscionable at the time it was made.



C.

The effectiveness of indemnities, rights of contribution, exculpatory provisions and waivers of the benefits of statutory provisions may be limited on public policy grounds.



D.

Provisions of the Warrants, the Debentures and the Guarantee requiring that waivers must be in writing may not be binding or enforceable if a non-executory oral agreement has been created modifying any such provision or an implied agreement by trade practice or course of conduct has given rise to a waiver.



E.

The enforceability of the Guaranty may be subject to statutory provisions and case law to the effect that a guarantor may be exonerated if the beneficiary of the guaranty alters the original obligation of the principal, fails to inform the guarantor of material information pertinent to the principal or any collateral, elects remedies that may impair the subrogation rights of the guarantor against the principal or that may impair the value of any collateral, fails to accord the guarantor the protections afforded a debtor or otherwise takes any action that materially prejudices the guarantor unless, in any such case, the guarantor validly waives such rights or the consequences of any such action. While express and specific waivers of a guarantor's right to be exonerated, such as those contained in the Guaranty, are generally enforceable under New York law, we express no opinion as to whether the Guaranty contains an express and specific waiver of each exoneration defense a guarantor might assert or as to whether each of the waivers contained in the Guaranty is fully enforceable.

V.

    We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading "Legal Matters" in the prospectus constituting a part of the Registration Statement.

    This opinion is rendered to you in connection with the filing of the Registration Statement and is solely for your benefit and the benefit of the holders of the Securities. This opinion may not be relied upon by any other person, firm, corporation or other entity without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we become aware, after the date of this opinion.

Very truly yours,

/s/ HELLER EHRMAN WHITE & MCAULIFFE LLP

EX-5.2

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Exhibit 5.2

    [LETTERHEAD OF RICHARDS, LAYTON & FINGER]

April 30,2001

Lehman Brothers, Inc.
Three World Financial Center
New York, New York 10285

    Re: Washington Mutual Capital Trust 2001

Ladies and Gentlemen:

    We have acted as special Delaware counsel for Washington Mutual Capital Trust 2001, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

    For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a)

The Certificate of Trust of the Trust (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on April 23, 2001;



(b)

The Declaration of Trust of the Trust, dated as of April 23, 2001, among Washington Mutual, Inc., a Washington corporation ("the Company") and the trustees of the Trust named therein;



(c)

The Amended and Restated Declaration of Trust of the Trust, dated as of April 30, 2001 (including Exhibits A and B thereto) (the "Amended Declaration"), among the Company and the trustees of the Trustee named therein;



(d)

The Remarketing Agreement, dated April 30, 2001 (the "Remarketing Agreement") among the Company, the Trust and you;



(e)

The Purchase Agreement, dated April 24, 2001 (the "Purchase Agreement") among the Company, the Trust and you;



(f)

The Unit Agreement, dated April 30, 2001 (the "Unit Agreement") among the Company, the Trust, and The Bank of New York, as Property Trustee and Agent (the documents listed in (d) through (f) are collectively referred to as the "Trust Documents");



(g)

The Offering Memorandum, dated April 24, 2001 (the "Memorandum"), relating to the PIERS Units, each of which consists of a preferred security of the Trust, representing an undivided beneficial interest in the assets of the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), and a warrant to purchase shares of common stock of the Company; and



(h)

A Certificate of Good Standing for the Trust, dated April 27, 2001, obtained from the Secretary of State.

    Capitalized terms used herein and not otherwise defined are used as defined in the Amended Declaration.

    For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (h) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (h) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provisions in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

    With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies for forms, and (iii) the genuineness of all signatures.

    For purposes of this opinion, we have assumed (i) that the Amended Declaration constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation, and termination of the Trust, and that the Amended Declaration and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation, due formation or due organization, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, formation or organization, (iii) the legal capacity of each natural person who is a party to the documents examined by us, (iv) except as provided in paragraph 3 below, that each of the parties to the documents examined by us has the power and authority to deliver and execute, and to perform its obligations under, such documents, (v) except to the extent provided in paragraphs 4 and 5 below, that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (the "Preferred Security Holders") of a Preferred Security Certificate for the Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Amended Declaration, and as described in the Memorandum, (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Amended Declaration, and as described in the Memorandum, (viii) the receipt by the Person (the "Common Security Holder") to whom a Common Security of the Trust representing undivided beneficial interests in the assets of the Trust (each, a "Common Security" and collectively, the "Common Securities") (the Preferred Securities and the Common Securities being hereinafter collectively referred to as "Trust Securities") is to be issued by the Trust of a Common Securities Certificate for the Common Security and the payment for the Common Security acquired by it, in accordance with the Amended Declaration, and as described in the Memorandum, (ix) that the Common Securities are issued and sold to the Common Security Holder in accordance with the Amended Declaration, and as described in the Memorandum, (x) except to the extent provided in paragraphs 8 and 9 below, that the execution, delivery and performance of the documents examined by us by each of the parties thereto does not and will not violate or require any consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action under, any agreement, indenture or instrument to which it is a party or by which it is bound or any provision of any law, rule, regulation, judgment, order, writ, injunction or decree of any court or governmental authority applicable to it or any of its property and (xi) that the Trust derives no income from or connected with sources within the State of Delaware and has no assets, activities (other than having a Delaware trustee, as required by the Delaware Business Trust Act, and the filing of documents with the Secretary of State) or employees in

2

the State of Delaware. We have not participated in the preparation of the Memorandum and assume no responsibility for its contents.

    This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

    Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1.

The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act and all filings required under the Delaware Business Trust Act with respect to the creation and valid existence of the Trust as a business trust in the State of Delaware have been made.



2.

The Amended Declaration constitutes a legal, valid and binding obligation of the Company and the Trustees, enforceable against the Company and the Trustees, in accordance with its terms.



3.

Under the Delaware Business Trust Act and the Amended Declaration, the Trust has the trust power and authority (i) to execute and deliver, and to perform its obligations under the Trust Documents, (ii) to issue and to perform its obligations under the Trust Securities, and (iii) to own property and to conduct its business as described in the Memorandum.



4.

Under the Delaware Business Trust Act and the Amended Declaration, all necessary trust action has been taken on the part of the Trust to duly authorize the execution and delivery of the Trust Documents by the Trust.



5.

The Preferred Securities have been duly authorized by the Amended Declaration and when authenticated, issued and delivered by the Trust in accordance with the Amended Declaration, the Preferred Securities will be duly and validly issued, fully paid and, subject to paragraph 7 below, nonassessable beneficial interests in the Trust.



6.

Under the Delaware Business Trust Act and the Amended Declaration, the issuance of the Preferred Securities is not subject to preemptive purchase rights of any person.



7.

The Preferred Securities Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to shareholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Securities Holders may be obligated to make certain payments as set forth in the Amended Declaration.



8.

No consent, approval, license, authorization, order, registration or qualification of or with any Delaware court of Delaware governmental agency or body is required solely in connection with (i) the issuance and sale by the Trust of the Preferred Securities as contemplated by the Offering Memorandum, or (ii) the execution, delivery and performance by the Trust of the Purchase Agreement and the Trust Documents to which it is a party.



9.

The issuance and sale by the Trust of the Preferred Securities pursuant to the Purchase Agreement and the Amended Declaration and the execution and delivery by the Trust of the Trust Documents, and the performance by the Trust of its obligations thereunder do not violate (i) the Certificate or the Amended Declaration or (ii) any Delaware statute, rule or regulation applicable to the Trust.

3

10.

After due inquiry limited to, and solely to the extent disclosed thereupon, the court dockets for active cases of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, of the Superior Court of the State of Delaware in and for New Castle County, Delaware, and of the United States Federal District Court sitting in the State of Delaware, in these courts there are no pending actions, suits or proceedings against the Company or the Trust.

    The opinion expressed in paragraphs 2 and 5 above are subject, as to enforcement, to the effect of (i) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation, fraudulent transfer and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (iii) the effect of applicable public policy on the enforceability of provisions relating to indemnification or contribution.

    We consent to your relying as to matters of Delaware law upon this opinion in connection with the transactions contemplated by the Purchase Agreement. We also consent to Heller Ehrman White & McAuliffe LLP's and Simpson Thacher & Bartlett's relying as to matters of Delaware law upon this opinion in connection with opinions to be rendered by them on the date hereof pursuant to the Purchase Agreement. In addition, we consent to The Bank of New York's and The Bank of New York (Delaware)'s relying as to matters of Delaware law upon this opinion in connection with the matters set forth herein. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

EAM/gmh

4

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Exhibit 5.2

EX-8.1

June 27, 2001

Washington Mutual, Inc.
1201 Third Avenue
Seattle, Washington 98101

Re: Washington Mutual, Inc.—Registration Statement on Form S-3 with respect to Trust Preferred Income Equity Redeemable Securities Units

Ladies and Gentlemen:

    We have acted as counsel to Washington Mutual, Inc., a Washington corporation (the "Company"), in connection with the registration of 8,713,925 Trust Preferred Income Equity Redeemable Securities ("PIERS") units, each consisting of a preferred security issued by Washington Mutual Capital Trust 2001 (the "Trust") having a stated liquidation amount of $50 and a warrant to purchase shares of common stock of the Company, pursuant to the Form S-3 Registration Statement filed with the Securities and Exchange Commission (the "Registration Statement").

    For purposes of the opinion set forth below, we have reviewed and relied upon the Registration Statement and such other documents and information as we have considered necessary or desirable. In particular, we have relied upon a representation letter delivered by you as to certain factual matters and intentions relating to the tax treatment of the Trust and the debentures issued by the Company to the Trust. We have assumed without investigation or verification that all representations and warranties, covenants and statements contained in each of the foregoing documents are true, correct, and complete in all respects as of the date hereof; that no actions inconsistent with such representations and warranties, covenants and statements have occurred or will occur; and that all such representations and warranties and statements that are qualified as to the knowledge or intention of any persons or parties are true as if made without such qualification.

    Our opinion could be adversely affected by any inaccuracy in, or breach of, any of the aforementioned representations and warranties, covenants, statements and assumptions and by any change in applicable law after the date hereof. No ruling has been sought from the Internal Revenue Service by the Company as to the federal income tax consequences of any aspect of the PIERS. This opinion represents only our best judgment as to the probable federal income tax consequences described and is not binding on the Internal Revenue Service or the courts or any government body.

    Based upon and subject to the foregoing as well as to the qualifications and limitations set forth below, it is our opinion that the statements in the Registration Statement under the heading "Material United States Federal Income Tax Consequences," insofar as they constitute statements of United States federal income tax law or legal conclusions, accurately summarize the material United States income tax consequences to holders of the units, preferred securities or warrants.

    No opinion is expressed as to any matter not specifically addressed above, including the tax consequences of holding the units, preferred securities or warrants under any foreign, state, or local tax law. Our opinion is based on current federal income tax law, and we do not undertake to advise you as to any changes in federal income tax law after the date hereof that may affect our opinion.

    We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our Firm in the Registration Statement under the caption "Material United States Federal Income Tax Consequences." In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ HELLER EHRMAN WHITE & MCAULIFFE LLP

EX-23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of Washington Mutual, Inc. on Form S-3 of our report dated February 23, 2001, appearing in the Annual Report on Form 10-K of Washington Mutual, Inc. for the year ended December 31, 2000 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP
Seattle, Washington
June 26, 2001

EX-23.3

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Exhibit 23.3

CONSENT OF COUNSEL

    We hereby consent to the filing of our opinion as exhibit 5.2 and the reference to us under the caption "Legal Matters" in the prospectus constituting part of this Registration Statement on Form S-3. In giving the foregoing consent, we do not thereby admit that we come within category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Richards, Layton & Finger, P.A.

Wilmington, Delaware
June 27, 2001

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Exhibit 23.3
CONSENT OF COUNSEL

EX-25.1

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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [       ]

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

WASHINGTON MUTUAL, INC.
(Exact name of obligor as specified in its charter)

Washington (State or other jurisdiction of incorporation or organization)	91-1653725 (I.R.S. employer identification no.)
1201 Third Avenue Seattle, Washington (Address of principal executive offices)	98101 (Zip code)

Guarantee of Preferred Securities of Washington Mutual Capital Trust 2001
(Title of the indenture securities)

1.

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)



4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)



6.

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)



7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

2

SIGNATURE

    Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 11th day of June, 2001.

THE BANK OF NEW YORK
By:	/s/ THOMAS E. TABOR
Name:	THOMAS E. TABOR
Title:	ASSISTANT VICE PRESIDENT

3

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2000, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin	$	3,083,720
	Interest-bearing balances		4,949,333
Securities:
	Held-to-maturity securities		740,315
	Available-for-sale securities		5,328,981
Federal funds sold and Securities purchased under agreements to resell			5,695,708
Loans and lease financing receivables:
	Loans and leases, net of unearned income		36,590,456
	LESS: Allowance for loan and lease losses		598,536
	LESS: Allocated transfer risk reserve		12,575
	Loans and leases, net of unearned income, allowance, and reserve		35,979,345
Trading Assets			11,912,448
Premises and fixed assets (including capitalized leases)			763,241
Other real estate owned			2,925
Investments in unconsolidated subsidiaries and associated companies			183,836
Customers' liability to this bank on acceptances outstanding			424,303
Intangible assets			1,378,477
Other assets			3,823,797
Total assets		$	74,266,429
LIABILITIES
Deposits:
	In domestic offices	$	28,328,548
	Noninterest-bearing		12,637,384
	Interest-bearing		15,691,164
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		27,920,690
	Noninterest-bearing		470,130
	Interest-bearing		27,450,560
Federal funds purchased and Securities sold under agreements to repurchase			1,437,916
Demand notes issued to the U.S.Treasury			100,000
Trading liabilities			2,049,818
Other borrowed money:
	With remaining maturity of one year or less		1,279,125
	With remaining maturity of more than one year through three years		0
	With remaining maturity of more than three years		31,080
Bank's liability on acceptances executed and outstanding			427,110
Subordinated notes and debentures			1,646,000
Other liabilities			4,604,478
Total liabilities		$	67,824,765
EQUITY CAPITAL
Common stock			1,135,285
Surplus			1,008,775
Undivided profits and capital reserves			4,308,492
Net unrealized holding gains (losses) on available-for-sale securities			27,768
Accumulated net gains (losses) on cash flow hedges			0
Cumulative foreign currency translation adjustments			(38,656	)
Total equity capital			6,441,664
Total liabilities and equity capital		$	74,266,429

4

    I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

Thomas J. Mastro

    We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Alan R. Griffith	Directors
Gerald L. Hassell

5

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SIGNATURE
Consolidated Report of Condition of THE BANK OF NEW YORK

EX-25.2

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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [       ]

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

WASHINGTON MUTUAL, INC.
(Exact name of obligor as specified in its charter)

Washington (State or other jurisdiction of incorporation or organization)	91-1653725 (I.R.S. employer identification no.)
1201 Third Avenue Seattle, Washington (Address of principal executive offices)	98101 (Zip code)

5.375% Junior Subordinated Deferrable Interest Debenture due 2041
(Title of the indenture securities)

1.

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)



4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)



6.

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)



7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

2

SIGNATURE

    Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 11th day of June, 2001.

THE BANK OF NEW YORK
By:	/s/ THOMAS E. TABOR
Name:	THOMAS E. TABOR
Title:	ASSISTANT VICE PRESIDENT

3

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2000, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin	$	3,083,720
	Interest-bearing balances		4,949,333
Securities:
	Held-to-maturity securities		740,315
	Available-for-sale securities		5,328,981
Federal funds sold and Securities purchased under agreements to resell			5,695,708
Loans and lease financing receivables:
	Loans and leases, net of unearned income		36,590,456
	LESS: Allowance for loan and lease losses		598,536
	LESS: Allocated transfer risk reserve		12,575
	Loans and leases, net of unearned income, allowance, and reserve		35,979,345
Trading Assets			11,912,448
Premises and fixed assets (including capitalized leases)			763,241
Other real estate owned			2,925
Investments in unconsolidated subsidiaries and associated companies			183,836
Customers' liability to this bank on acceptances outstanding			424,303
Intangible assets			1,378,477
Other assets			3,823,797
Total assets		$	74,266,429
LIABILITIES
Deposits:
	In domestic offices	$	28,328,548
	Noninterest-bearing		12,637,384
	Interest-bearing		15,691,164
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		27,920,690
	Noninterest-bearing		470,130
	Interest-bearing		27,450,560
Federal funds purchased and Securities sold under agreements to repurchase			1,437,916
Demand notes issued to the U.S.Treasury			100,000
Trading liabilities			2,049,818
Other borrowed money:
	With remaining maturity of one year or less		1,279,125
	With remaining maturity of more than one year through three years		0
	With remaining maturity of more than three years		31,080
Bank's liability on acceptances executed and outstanding			427,110
Subordinated notes and debentures			1,646,000
Other liabilities			4,604,478
Total liabilities		$	67,824,765
EQUITY CAPITAL
Common stock			1,135,285
Surplus			1,008,775
Undivided profits and capital reserves			4,308,492
Net unrealized holding gains (losses) on available-for-sale securities			27,768
Accumulated net gains (losses) on cash flow hedges			0
Cumulative foreign currency translation adjustments			(38,656	)
Total equity capital			6,441,664
Total liabilities and equity capital		$	74,266,429

4

    I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

Thomas J. Mastro

    We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Alan R. Griffith	Directors
Gerald L. Hassell

5

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SIGNATURE
Consolidated Report of Condition of THE BANK OF NEW YORK

EX-25.3

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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [       ]

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York (State of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

WASHINGTON MUTUAL CAPITAL TRUST 2001
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1201 Third Avenue Seattle, Washington (Address of principal executive offices)	98101 (Zip code)

Preferred Securities
(Title of the indenture securities)

1.

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)



4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)



6.

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)



7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

2

SIGNATURE

    Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 11th day of June, 2001.

THE BANK OF NEW YORK
By:	/s/ THOMAS E. TABOR
Name:	THOMAS E. TABOR
Title:	ASSISTANT VICE PRESIDENT

3

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2000, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin	$	3,083,720
	Interest-bearing balances		4,949,333
Securities:
	Held-to-maturity securities		740,315
	Available-for-sale securities		5,328,981
Federal funds sold and Securities purchased under agreements to resell			5,695,708
Loans and lease financing receivables:
	Loans and leases, net of unearned income		36,590,456
	LESS: Allowance for loan and lease losses		598,536
	LESS: Allocated transfer risk reserve		12,575
	Loans and leases, net of unearned income, allowance, and reserve		35,979,345
Trading Assets			11,912,448
Premises and fixed assets (including capitalized leases)			763,241
Other real estate owned			2,925
Investments in unconsolidated subsidiaries and associated companies			183,836
Customers' liability to this bank on acceptances outstanding			424,303
Intangible assets			1,378,477
Other assets			3,823,797
Total assets		$	74,266,429
LIABILITIES
Deposits:
	In domestic offices	$	28,328,548
	Noninterest-bearing		12,637,384
	Interest-bearing		15,691,164
	In foreign offices, Edge and Agreement subsidiaries, and IBFs		27,920,690
	Noninterest-bearing		470,130
	Interest-bearing		27,450,560
Federal funds purchased and Securities sold under agreements to repurchase			1,437,916
Demand notes issued to the U.S.Treasury			100,000
Trading liabilities			2,049,818
Other borrowed money:
	With remaining maturity of one year or less		1,279,125
	With remaining maturity of more than one year through three years		0
	With remaining maturity of more than three years		31,080
Bank's liability on acceptances executed and outstanding			427,110
Subordinated notes and debentures			1,646,000
Other liabilities			4,604,478
Total liabilities		$	67,824,765
EQUITY CAPITAL
Common stock			1,135,285
Surplus			1,008,775
Undivided profits and capital reserves			4,308,492
Net unrealized holding gains (losses) on available-for-sale securities			27,768
Accumulated net gains (losses) on cash flow hedges			0
Cumulative foreign currency translation adjustments			(38,656	)
Total equity capital			6,441,664
Total liabilities and equity capital		$	74,266,429

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    I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

Thomas J. Mastro

    We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Alan R. Griffith	Directors
Gerald L. Hassell

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SIGNATURE
Consolidated Report of Condition of THE BANK OF NEW YORK