8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): April 4, 2006

WASHINGTON MUTUAL, INC.
(Exact name of Registrant as specified in its charter)

Washington	1-14667	91-1653725
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1201 THIRD AVENUE, WMT 1601
SEATTLE, WASHINGTON 98101
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (206) 461-2000

(Former name or former address, if changed since last report)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement.

        On April 4, 2006, James Corcoran accepted an employment offer letter from Washington Mutual, Inc. (the “Company”), pursuant to which Mr. Corcoran will become the Company’s new President, Retail Banking and Executive Vice President (the “Letter”).  The key terms of the Letter are briefly summarized below.  The following summary description is qualified in its entirety by reference to the Letter, which is attached to this Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

- Duties.  Mr. Corcoran will be the Company’s President, Retail Banking and will have the corporate title of Executive Vice President.  He will report directly to Stephen Rotella, the Company’s President and Chief Operating Officer, and his employment with the Company will start on or before May 15, 2006. 

- Compensation.  Mr. Corcoran’s starting base salary will be $600,000, and his Leadership Bonus Plan annualized bonus target for 2006 will be 133.5% of his base salary, with the actual amount received depending on the Company’s satisfaction of pre-established performance targets.  The Company will pay Mr. Corcoran a one-time signing bonus of $1,500,000 and he will receive the Company’s usual executive officer relocation benefits.  The signing bonus and relocation benefits must be repaid by Mr. Corcoran, in whole or in part, if he voluntarily terminates his employment within 24 months. 

- Washington Mutual Equity.  As part of his new hire package, Mr. Corcoran will receive the following awards pursuant to the Company’s 2003 Equity Incentive Plan (the “2003 EIP”):

- An option to purchase 83,333 shares of Company common stock.  The option will vest in three equal annual installments, beginning on the first anniversary of the grant date, subject to Mr. Corcoran’s continued employment by the Company.  The option will have an exercise price equal to the market closing price of one share of the Company’s common stock on the last trading day before the grant date. 

- Shares of Company restricted stock with a value of $750,000, as determined based upon the market value of one share of Company common stock as of the date of issuance.  The sale and transfer restrictions on these shares of restricted stock will lapse in three equal annual installments starting on the first anniversary of the date of issuance.  Subject to the restricted stock agreement and the 2003 EIP, shares still subject to the restrictions will be forfeited if Mr. Corcoran’s employment with the Company ends prior to complete vesting.

- Employment Term.  Mr. Corcoran will be an at-will employee of the Company, meaning that either he or the Company may terminate employment at any time, for any reason, and without cause or advance notice. 

- Change in Control.  Mr. Corcoran will receive the Company's standard executive officer employment (change in control) agreement providing for payment of an amount equal to three times Mr. Corcoran’s annual compensation and accelerated vesting of stock options and restricted stock under certain circumstances and in the event of certain terminations of employment within three years after a change in control of the Company.  A form of the agreement is filed as Exhibit 10.12 to the Company's Form 10-K filed on March 18, 1998.

- Other Benefits.  Mr. Corcoran will be eligible to participate in other benefit arrangements available to the Company's executive officers, including the Company's pension, 401(k) and medical benefit plans.

SECTION 7 – REGULATION FD

Item 7.01  Regulation FD Disclosure

        As disclosed under Item 1.01, on April 4, 2006, James Corcoran accepted an employment offer letter from the Company, pursuant to which he will become the Company’s new President, Retail Banking and Executive Vice President.  The Company’s press release announcing the hiring of James Corcoran is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits.

(c)	Exhibits
	10.1	Employment Offer Letter, accepted by James Corcoran on April 4, 2006.
	99.1	Press Release, dated April 10, 2006, announcing the appointment of James Corcoran as President, Retail Banking, and Executive Vice President.

SIGNATURE

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

Date:  April 10, 2006		WASHINGTON MUTUAL, INC.
	By:	/s/ Daryl D. David Daryl D. David Executive Vice President

 

EXHIBIT INDEX
 

Exhibit No.	Description
10.1	Employment Offer Letter, accepted by James Corcoran on April 4, 2006
99.1	Press Release, dated April 10, 2006, announcing the hiring of James Corcoran as President, Retail Banking, and Executive Vice President.

EX-10.1

EXHIBIT 10.1

April 3, 2006
 

James Corcoran
 

Dear James,

Congratulations! On behalf of Washington Mutual, Inc. ("Washington Mutual" or "the Company"), I am pleased to offer you the position of President, Retail Banking, with a Corporate title of Executive Vice President, pending approval by the Board of Directors. We currently expect that you will start on or before May 15, 2006 in our Seattle office, subject to your release by your present employer. You will report directly to Steve Rotella. This letter outlines the terms of your new position.  In addition to this letter, you will receive the Company’s standard change in control agreement (entitled “Employment Agreement”), which becomes effective only upon a change in control as that term is defined in the Employment Agreement.  The terms of employment set forth in this letter are binding upon the Company notwithstanding Section 14(a) of the Employment Agreement.  Except as expressly set forth below, however, in the event of any inconsistencies between this letter and the Employment Agreement, the Employment Agreement shall control. 

Duties
You will initially have the title of President, Retail Banking, and will be responsible to perform all of the duties currently associated with that position.  However, you may, from time to time, be required to perform such other duties as the Chairman, the President or the Board of Directors of the Company may direct, provided that either those additional duties are consistent with your background, skills and experience or you and the Company mutually agree upon those additional duties.   The provisions of this paragraph modify the terms set forth in Section 2 of the Employment Agreement.

Compensation
Your starting base salary will be $600,000.00.

At Washington Mutual we've made pay for performance the foundation of our compensation strategy. One of the ways that we reward top performers is through our bonus program. Your annualized bonus target will be 133.5% of your salary. You will be entitled to a full year’s bonus in respect of 2006.  The bonus you actually receive will be based on the Company's performance.  Of course, Washington Mutual reserves the right to change the bonus plan at any time.

Signing Bonus
In appreciation of your decision to join us, the Company will pay you a one-time signing bonus of $1,500,000.00.  The bonus (minus all federal and state withholding) will be paid to you within 30 days of your start date, provided that you are employed by the Company on that date.  If you voluntarily terminate employment within 24 months of your start date, you agree to repay a pro-rated share of the signing bonus. 

WaMu Equity
WaMu Equity is an important part of your total rewards package. As a valued member of our leadership team, you will be eligible to participate in the relevant Washington Mutual equity incentive plans.

As part of your new hire package, you will be granted options to purchase 83,333 shares of Washington Mutual common stock. The grant date will be specified in the Option Agreement. These stock options vest over three years, 1/3 each year beginning on the one year anniversary of the grant date, subject to your continued employment by Washington Mutual. The price at which you may exercise your options will be the stock's fair market value at the close of market on the day before the grant date. Stock options are granted under the Washington Mutual, Inc. 2003 Equity Incentive Plan (the "Equity Incentive Plan") and are subject to the provisions of that plan. These terms and other relevant terms of options awarded to you will be set forth in your Option Agreement.

As part of your new hire package, you will also be awarded $750,000 worth of Washington Mutual restricted stock.  You cannot sell or transfer the restricted stock until the restrictions lapse.  The restrictions lapse ratably over three years (1/3 on each anniversary) after the date of the award, provided that you remain employed by Washington Mutual. The number of shares will be dependent upon the market value at the time of the award. These terms and other relevant terms of your award will be set forth in the Agreement.  The restricted stock will be awarded under the Equity Incentive Plan, and pursuant to that plan, if your employment by Washington Mutual ends, you will forfeit all restricted stock on which the restrictions have not yet lapsed.

You will be eligible to be considered for equity awards each year during our performance review process in January. Future awards are not guaranteed; they are granted at the discretion of the Human Resource Committee of the Board and are based on your performance and anticipated future contributions to our company.

Benefits
We currently offer both a 401(k) plan ("WaMu Savings") and a cash balance pension plan ("WaMu Pension"). WaMu Savings allows you to save for retirement by contributing up to 75 percent of your eligible compensation (subject to IRS limitations) to the Plan on a pretax basis. You are eligible to join WaMu Savings as of your date of hire. Washington Mutual matches your pretax contributions to WaMu Savings effective the first day of the month after you have completed twelve months of service. The matching contribution is currently 100% on the first 3% of your eligible compensation that you contribute plus 50% on the next 2% of your eligible compensation that you contribute. You are immediately vested in your contributions, rollover contributions into the Plan, and company matching contributions. You are also automatically eligible for benefit accruals under the WaMu Pension as of the first day of the quarter following your one year anniversary. Washington Mutual reserves the right to amend or terminate these Plans at any time.  The Washington Mutual Flexible Benefit Program offers many choices, including medical and dental coverage, that allow you to create a benefits package tailored to your needs. Your flexible benefits are effective the first day of the month following your first 10 days of service with us. Notwithstanding the preceding, the Company agrees to provide health, medical and life insurance coverage for you when your benefits provided by your previous employer ends.  If you have any questions you may contact the employee service center at (866) 492-6847.

Relocation
Washington Mutual also offers a comprehensive relocation package. For a complete overview of the relocation benefits available to you please refer to the attached relocation document. If you voluntarily terminate employment within 24 months of your start date, you agree to repay the entire relocation benefit and relocation bonus.

Change in Control
You will receive Washington Mutual's standard agreement providing severance benefits in the event of termination in connection with a future change in control (as defined in the agreement). This agreement will provide payment of an amount equal to 3.00 times your annual compensation and accelerated vesting of your stock options upon a termination for any reason other than for cause or upon resignation for good cause (as those terms are defined in the agreement) within three years following such a change in control. Annual compensation will be defined in the agreement, but generally includes all items of compensation for the calendar year other than the value of grants of equity rights.

Additional Provisions
When you accept our offer, you will be employed at will, meaning that either you or the Company may terminate our relationship at any time for any reason, without cause or advance notice. No representations to the contrary are effective unless in writing and approved by the Board of Directors.

This offer of employment is contingent, in part, on the following conditions:

• The results of your background check and reference check
• Acceptance for bonding
• Confirmation of your employment and education history
• Proof of your legal right to work in the United States
• Execution of Washington Mutual's Binding Arbitration Agreement (copy for your records enclosed) and your agreement to resolve eligible job related concerns through Washington Mutual's Dispute Resolution Process (DRP). Your manager will present you with your original Binding Arbitration Agreement for signature on your first day of work.

If you agree to the terms of this offer please indicate so by signing this letter. The signed original should be returned to Senior Recruiting Manager, Chelle Wingeleth at 1111 Third Avenue, EET1202, Seattle Washington 98101 no later than April 15, 2005.
 

We have enjoyed getting to know you through the interview process and look forward to the opportunity to have you on our team. We hope that you will accept this offer and we look forward to a great future together. If you have any questions please do not hesitate to contact me.

Sincerely,

/s/ Daryl David

Daryl David
Executive Vice President, Human Resources

Acceptance
I accept employment with Washington Mutual according to the terms set forth in this letter.

I also agree that, if I voluntarily terminate my employment within 24 months of my start date, I will repay a pro-rated share of the signing bonus and the full amount of any relocation benefit and bonus, and, to the extent allowed by law, I authorize Washington Mutual to withhold any such amount from my final pay.

/s/ James Corcoran	April 4, 2006
Signature	Date

EX-99.1

 EXHIBIT 99.1

April 10, 2006
FOR IMMEDIATE RELEASE

Washington Mutual Names James B. Corcoran Retail Bank President

SEATTLE – Washington Mutual, Inc. (NYSE: WM) announced today that James B. Corcoran has been named president of its Retail Bank franchise.  He joins Washington Mutual in Seattle in May, 2006 from Halifax Bank of Scotland (HBoS), where he was the Managing Director of Retail Distribution.

At Washington Mutual (WaMu), Corcoran will oversee all facets of the company's retail banking franchise, including its network of more than 2,100 retail banking stores and more than 30,000 employees, small business banking, consumer lending and all retail products and banking operations.   He will report to company President and Chief Operating Officer Steve Rotella and will be a member of the company's Executive Committee.

"James is an outstanding addition to Washington Mutual," said Rotella.  "He has a proven track record of driving significant organic customer growth along with bottom line results.  His strong combination of sales and marketing expertise and exceptional operating skills will accelerate the momentum of our retail banking franchise in rapidly growing households, improving productivity and cross-selling.  James is also an energetic catalyst for innovation and creativity. We're excited to add his considerable skills and talents to WaMu's executive team."

Corcoran joined HBoS in 2000.  He was responsible for its branch retail system and all non-branch distribution channels, including customer call centers, E-commerce, and real estate brokerage and financial planning operations.  At HBoS, Corcoran oversaw a retail banking team of 32,000 employees and grew the company's card business from one to four million customers in three years.  The HBoS Group has 22 million customers and a relationship with 2 out of every 5 households in the UK. In the company's banking unit, more people in the UK switch their current account to HBoS than any other bank (21%). 

Page 2 - WaMu Names Corcoran

"I'm really excited to be joining WaMu and look forward to helping drive further expansion and growth," said Corcoran.  "Our continued success will be built upon delivering superior value and convenience to our customers."

Prior to joining HBoS, Corcoran was the president of the UK Card Business at Bank One/First USA and was Managing Director of Global Sales at Citigroup, New York, where he was responsible for developing the bank's worldwide retail banking distribution network.  He also served as head of Marketing for IBM's Consumer Business in New York.  Corcoran began his career at American Express.  He started as a sales executive and over his 15 years there rose through the ranks, including senior assignments in New York and Australia, to become senior vice president of Card Marketing for the company's European operations.

About the Retail Bank

Washington Mutual is a leading bank for consumers and small businesses.  Taking its focus on serving middle market consumers even further, WaMu recently introduced a free checking product that combines an unprecedented bundle of features that adds up to convenience and value never before seen in any checking account.

The new WaMu Free Checking^(TM) account offers all the features of WaMu's original Free Checking account plus: free ATM cash withdrawals, a free overdraft or insufficient funds fee waiver each year, free checks for life, cash back for debit card use, free outbound wires, free low-balance alerts with online banking, Free ID Theft Services -- and much more.

WaMu expects to significantly accelerate its checking account growth with the new WaMu Free Checking^(TM) account. "People looking for simplicity, convenience and value in their banking relationship will find it here," Rotella said. "Making it easier for consumers and providing a great experience -- that's the WaMu way."

About Washington Mutual

At December 31, 2005, Washington Mutual and its subsidiaries had assets of $343.12 billion. Washington Mutual currently operates more than 2,600 retail banking, mortgage lending,

Page 3 - WaMu Names Corcoran

commercial banking and financial services offices throughout the nation. Washington Mutual's press releases are available at http://newsroom.wamu.com.

# # #

Media Contact:	Libby Hutchinson	Investor Contact:	Alan Magleby
	206-461-2484		212-326-6019
	libby.hutchinson@wamu.net		alan.magleby@wamu.net

Forward Looking Statement

This press release and our Form 10-K for 2005 and other documents that we filed with the Securities and Exchange Commission contain forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may." Forward-looking statements provide our expectations or predictions of future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. These statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made. There are a number of factors, many of which are beyond our control that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements