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Exhibit 4.14    
  


 
 

WASHINGTON MUTUAL, INC.
  
  AMENDMENTS TO RESTATED BYLAWS    
  


(Amendments after April 17, 2001, organized according to the affected article and, within the section for each article, organized
chronologically)



	Article
 
	 	Text of Bylaw as Amended
	 	Date of

Amendment

	Article II	 	The board of directors of this corporation shall consist of sixteen (16) directors.	 	06/17/02
	

Article II	
 	

The board of directors of this corporation shall consist of seventeen (17) directors.	
 	

12/18/01
	

Article II	
 	

The board of directors of this corporation shall consist of sixteen (16) directors.	
 	

6/18/01
	

Article III

Section 3.6	
 	
Section 3.6.  Notice of Meetings. Notice, in tangible written or printed form, in electronic form, or in any other form then allowed under
the Washington Business Corporations Act or other applicable law, stating the date, time and place of a meeting of shareholders and, in the case of a special meeting of shareholders, the purpose or purposes for which the meeting is called, shall be
given by the person or persons calling the meeting or by the Secretary at the direction of such person or persons to each shareholder of record entitled to vote at such meeting (unless required by law to send notice to all shareholders regardless of
whether or not such shareholders are entitled to vote), not less than ten (10) days and not more than sixty (60) days before the meeting, except that notice of a meeting to act on an amendment to the articles of incorporation, a plan of
merger or share exchange, a proposed sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation other than in the usual course of business, or the dissolution of the corporation shall be given not less
than twenty (20) days and not more than sixty (60) days before the meeting. Written notice may be transmitted by: Mail, private carrier or personal delivery; telegraph or teletype; or telephone, wire or wireless equipment which transmits a
facsimile of the notice. Such notice shall be effective upon dispatch if sent to the shareholder's address, telephone number, or other number appearing on the records of the corporation. If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment unless a new record date is or must be fixed. If a new record date for the adjourned
meeting is or must be fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.	
 	

12/17/02
	
 	
 	

 	
 	

 







	

Article III

Section 3.8	
 	
Section 3.8.  Manner of Acting; Proxies. A shareholder may vote either in person or by proxy. A shareholder may vote by proxy by means of a
proxy appointment form which is executed by the shareholder, his agent, or by his duly authorized attorney-in-fact. All proxy appointment forms shall be filed with the secretary of the corporation before or at the commencement of meetings. No
unrevoked proxy appointment form shall be valid after eleven (11) months from the date of its execution unless otherwise expressly provided in the appointment form. No proxy appointment may be effectively revoked until notice of such revocation
has been given to the secretary of the corporation by the shareholder appointing the proxy. Any proxy appointment or any revocation of a proxy appointment may be executed in tangible written form, may be by means of an electric transmission or may be
by any other means then allowed by the Washington Business Corporations Act or other applicable law.	
 	

12/17/02
	

Article IV

Section 4.10	
 	
Section 4.10.  Action by Board Without a Meeting. Any action permitted or required to be taken at a meeting of the board of directors may be
taken without a meeting if one or more consents setting forth the action so taken, shall be executed by all the directors, either before or after the action taken, and delivered to the corporation. Such consents may be set forth in a tangible written
form, in an electronic transmission or in any other form then allowed under the Washington Business Corporations Act or other applicable law. Action taken by consent is effective when the last director executes the consent, unless the consent
specifies a later effective date.	
 	

12/17/02
	

Article IV

Section 4.12	
 	
Section 4.12.  Human Resources Committee. The board of directors at any regular meeting of the board, shall elect from their number a Human
Resources Committee which committee shall have not less than three members, none of whom shall be employed by the corporation. The Human Resources Committee shall have the authorities and responsibilities and shall perform the functions specified in
the Charter of the Human Resources Committee, as approved by the Board, and in any supplemental statement or resolution that the Board may adopt with regard to the functions of the Committee.	
 	

10/15/02
	

Article IV

Section 4.13	
 	
Section 4.13.  Governance Committee. The board of directors, at any regular meeting of the board, shall elect from their number a Governance
Committee, none of the members of which shall be employed by the corporation. The Governance Committee shall have the composition, authorities and responsibilities and shall perform the functions specified in the Charter of the Governance Committee,
as approved by the Board, and in any supplemental statement or resolution that the Board may adopt with regard to the functions of the Committee.	
 	

10/15/02
	
 	
 	

 	
 	

 







	

Article IV

Section 4.14	
 	
Section 4.14.  Finance Committee. The board of directors, at any regular meeting of the board, shall elect from their number a Finance
Committee. A majority of the members of the Finance Committee shall not be officers of the corporation. The board, upon the recommendation of the Governance Committee in consultation with the Chief Executive Officer, shall appoint a chairman who is
not an officer of the corporation. The Finance Committee shall have the authorities and responsibilities and shall perform the functions specified in the Charter of the Finance Committee, as approved by the board, and in any supplemental statement or
resolution that the board may adopt with regard to the functions of the Committee.	
 	

01/21/03
	

Article IV

Section 4.14	
 	
Section 4.14.  Finance Committee. The board of directors at any regular meeting of the board, shall elect from their number a Finance
Committee. The Finance Committee shall consist of the Chairman and President (if he is a member of the board) of the corporation and certain other members of the board, a majority of whom shall not be officers of the corporation. The Chairman of the
Board shall appoint a chairman who is not an officer of the corporation. The Finance Committee shall have authorities and responsibilities and shall perform the functions specified in the Charter of the Finance Committee, as approved by the Board,
and in any supplemental statement or resolution that the Board may adopt with regard to the functions of the Committee.	
 	

10/15/02
	

Article IV

Section 4.15	
 	
Section 4.15.  Corporate Relations Committee. The board of directors, at any regular meeting of the board, may elect from among their number
a Corporate Relations Committee which shall consist of no fewer than two Directors. The Corporate Relations Committee shall have the composition, authorities and responsibilities and shall perform the functions specified in the Charter of the
Corporate Relations Committee, as approved by the Board, and in any supplemental statement or resolution that the Board may adopt with regard to the functions of the Committee.	
 	

10/15/02
	

Article IV

Section 4.16	
 	
Section 4.16.  Corporate Development Committee. The board of directors, at any regular meeting of the board, may elect from among their
number a Corporate Development Committee, which shall consist of the Chairman of the Board and not less than two other directors. The Corporate Development Committee shall have the composition, authorities and responsibilities and shall perform the
functions specified in the Charter of the Corporate Development Committee, as approved by the Board, and in any supplemental statement or resolution that the Board may adopt with regard to the functions of the Committee.	
 	

10/15/02
	
 	
 	

 	
 	

 







	

Article IV

Section 4.22	
 	
Section 4.22  Chairman of the Board. The Chairman shall preside at meetings of the board of directors. In the absence of the Chairman and the
Chief Executive Officer, the directors present may select someone from their number to preside. The Chairman shall perform such other duties as may be assigned by the board of directors.	
 	

01/21/03
	

Article IV

Section 4.22	
 	
Section 4.22.  Chairman of the Board. The Chairman shall preside at meetings of the board of directors. In the absence of the Chairman and
the Chief Executive Officer, the directors present may select someone from their number to preside. The Chairman shall be ex-officio a member of all committees, except the Audit Committee, the Compensation and Stock Option Committee, and the Planning
and Nominating Committee. The Chairman shall perform such other duties as may be assigned by the board of directors.	
 	

2/19/02
	

Article V

Section 5.1	
 	
Section 5.1.  Ranks and Terms in Office. The officers of the corporation shall be a Chief Executive Officer, a Chairman, a President of the
Corporation, a General Auditor, a Chief Financial Officer, a Controller, and such Vice Chairmen, Group Presidents, Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, First Vice Presidents or Vice Presidents as the
board of directors may designate and elect, or such other officers as the board of directors may designate and elect or the Chief Executive Officer may designate and appoint.	
 	

01/21/03
	

Article V

Section 5.2	
 	
Section 5.2.  Chief Executive Officer. The Chief Executive Officer of the corporation shall have direct supervision and management of its
affairs and the general powers and duties of supervision and management usually vested in the Chief Executive Officer of a corporation, subject to the Bylaws and policies of the corporation. The Chief Executive Officer shall perform such other duties
as may be assigned by the board of directors. In the absence of the Chief Executive Officer, the duties of the Chief Executive Officer shall be assumed by the President of the Corporation, and in their absence such duties shall be assumed by a person
designated by the Chief Executive Officer or the board of directors.	
 	

01/21/03
	
 	
 	

 	
 	

 







	

Article V

Section 5.2	
 	
Section 5.2.  Chief Executive Officer. The Chief Executive Officer of the corporation shall have direct supervision and management of its affairs
and the general powers and duties of supervision and management usually vested in the Chief Executive officer of a corporation, subject to the Bylaws and policies of the corporation. The Chief Executive Officer shall be ex-officio a member of all
committees except the Audit Committee, the Compensation and Stock Option Committee, and the Planning and Nominating Committee. The Chief Executive Officer shall perform such other duties as may be assigned by the board of directors. In the absence of
the Chief Executive Officer, the duties of the Chief Executive Officer shall be assumed by the shall be assumed by the President of the Corporation, and in their absence such duties shall be assumed by a person designated by the Chief Executive
Officer or the board of directors.	
 	

2/19/02
	

Article V

Section 5.6	
 	
Section 5.6.  Chief Financial Officer. The Chief Financial Officer of the corporation shall have the power and duty of supervising and
managing the corporation's acquisition, retention and disposition of securities, loans and financial instruments (including but not limited to the corporation's investments in and loans to the corporation's subsidiaries), the power and duty of
supervising the corporation's financial reporting, and the other general powers and duties of supervision and management usually vested in the Chief Financial Officer of a corporation, subject to the Bylaws and policies of the corporation. The Chief
Financial Officer shall perform such other duties as may be assigned by the board of directors or by the Chief Executive Officer. In the absence of the Chief Financial Officer, the duties of the Chief Financial Officer shall be assumed by the
Controller of the corporation, and in their absence such duties shall be assumed by a person designated by the Chief Executive Officer or the board of directors.	
 	

01/21/03
	

Article V

Sections 5.7

through 5.16	
 	

[These sections were renumbered because of the inserting of section 5.6, as set forth above.]	
 	

 
	

Article VI

Section 6.7	
 	
Section 6.7.  Uncertificated Shares. The shares of the Corporation may be issued in uncertificated or book entry form in the manner
prescribed by the board of directors. Without limiting the foregoing, shares of the Corporation may be issued in uncertificated or book entry form in connection with new shares issuances, the transfer of shares as provided in Section 6.4 of
these bylaws and the replacement of shares represented by lost, destroyed or mutilated certificates as provided in Section 6.5 of these bylaws.	
 	

12/17/02









 
 

RESTATED
  
  BYLAWS
  
  OF
  
  WASHINGTON MUTUAL, INC.    
  


ARTICLE I

OFFICES  


        The principal office and place of business of the corporation in the state of Washington shall be located at 1201 Third Avenue, Seattle, Washington 98101. 


        The
corporation may have such other offices within or without the state of Washington as the board of directors may designate or the business of the corporation may require from time to
time. 


ARTICLE II

NUMBER OF DIRECTORS  


        The board of directors of this corporation shall consist of up to eighteen (18) directors. 


ARTICLE III

SHAREHOLDERS  


        Section 3.1.    Annual Meeting.    The annual meeting of the
shareholders shall be held on the third Tuesday in the month of April in each year, beginning with the year 1995, at 10:00 a.m., or at such other date or time as may be determined by the board
of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in
the state of Washington, the meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein for any annual meeting of the shareholders
or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient. 


        Section 3.2.    Special Meetings.    Special meetings of the shareholders for
any
purpose or purposes unless otherwise prescribed by statute may be called by the Chairman, by the board of directors, or by the written request of any director or holders of at least
twenty-five percent (25%) of the votes entitled to be cast on each issue to be considered at the special meeting. 


        Section 3.3.    Place of Meetings.    Meetings of the shareholders shall be held
at
either the principal office of the corporation or at such other place within or without the state of Washington as the person or persons calling the meeting may designate. 



        Section 3.4.    Fixing of Record Date.    For the purpose of determining
shareholders
entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, which date in any case shall not be more than
seventy (70) days and, in the case of a meeting of shareholders, not less than 20 days prior to the date on which the particular action requiring such determination of shareholders is to
be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend or
distribution, the day before the first notice of a meeting is dispatched to shareholders or the date on which the resolution of the board of directors authorizing such dividend or distribution is
adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has
been made as provided in this section, such determination shall 










apply to any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the
date fixed for the original meeting. 


        The
record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent in lieu of meeting. 


        Section 3.5.    Voting Lists.    At least ten (10) days before each meeting
of
the shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall prepare an alphabetical list of all its shareholders on the record date who are
entitled to vote at the meeting or any adjournment thereof, arranged by voting group, and within each voting group by class or series of shares, with the address of and the number of shares held by
each, which record for a period of ten (10) days prior to the meeting shall be kept on file at the principal office of the corporation or at a place identified in the meeting notice in the city
where the meeting will be held. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder, shareholder's agent or
shareholder's attorney at any time during the meeting or any adjournment thereof. Failure to comply with the requirements of this bylaw shall not affect the validity of any action taken at the
meeting. 


        Section 3.6.    Notice of Meetings.    Written or printed notice stating the
date, time
and place of a meeting of shareholders and, in the case of a special meeting of shareholders, the purpose or purposes for which the meeting is called, shall be given by the person or persons calling
the meeting or by the Secretary at the direction of such person or persons to each shareholder of record entitled to vote at such meeting (unless required by law to send notice to all shareholders
regardless of whether or not such shareholders are entitled to vote), not less than ten (10) days and not more than sixty (60) days before the meeting, except that notice of a meeting to
act on an amendment to the articles of incorporation, a plan of merger or share exchange, a proposed sale, lease, exchange or other disposition of all or substantially all of the assets of the
corporation other than in the usual course of business, or the dissolution of the corporation shall be given not less than twenty (20) days and not more than sixty (60) days before the
meeting. Written notice may be transmitted by: Mail, private carrier or personal delivery; telegraph or teletype; or telephone, wire or wireless equipment which transmits a facsimile of the notice.
Such notice shall be effective upon dispatch if sent to the shareholder's address, telephone number, or other number appearing on the records of the corporation. 



        If
an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is
announced at the meeting before adjournment unless a new record date is or must be fixed. If a new record date for the adjourned meeting is or must be fixed, however, notice of the adjourned meeting
must be given to persons who are shareholders as of the new record date. 


        Section 3.7.    Waiver of Notice.    A shareholder may waive any notice required
to be
given under the provisions of these bylaws, the articles of incorporation or by applicable law, whether before or after the date and time stated therein. A valid waiver is created by any of the
following three methods: (a) in writing signed by the shareholder entitled to the notice and delivered to the corporation for inclusion in its corporate records; (b) by attendance at the
meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or (c) by failure to object at the time of presentation of
a matter not within the purpose or purposes described in the meeting notice. 


        Section 3.8.    Manner of Acting; Proxies.    A shareholder may vote either in
person
or by proxy. A shareholder may vote by proxy by means of a proxy appointment form which is executed in writing by the shareholder, his agent, or by his duly authorized
attorney-in-fact. All proxy appointment forms shall be filed with the secretary of the corporation before or at the commencement of meetings. No unrevoked proxy appointment
form shall be valid after eleven (11) months from the date of its execution unless otherwise expressly provided in the appointment form. No proxy appointment may be 









effectively revoked until notice in writing of such revocation has been given to the secretary of the corporation by the shareholder appointing the proxy. 



        Section 3.9.    Quorum.    At any meeting of the shareholders, a majority in
interest
of all the shares entitled to vote on a matter by the voting group, represented in person or by proxy by shareholders of record,
shall constitute a quorum of that voting group for action on that matter. If less than a majority is represented, a majority of those represented may adjourn the meeting to such time and place as they
may determine, without further notice, except as set forth in Section 3.6. Once a share is represented at a meeting, other than to object to holding the meeting or transacting business, it is
deemed to be present for purposes of a quorum for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for the adjourned meeting. At such
reconvened meeting, any business may be transacted which might have been transacted at the adjourned meeting. If a quorum exists, action on a matter is approved by a voting group if the votes cast
within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the question is one upon which a different vote is required by express provision
of law or of the articles of incorporation or of these bylaws. 


        Section 3.10.    Voting of Shares.    Each outstanding share, regardless of
class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided in the articles of incorporation. 



        Section 3.11.    Voting for Directors.    In the election of directors every
shareholder of record entitled to vote at the election shall have the right to vote in person the number of shares owned by him for as many persons as there are directors to be elected and for whose
election he has a right to vote. Shareholders entitled to vote at any election of directors shall have no right to cumulate votes. In any election of directors the candidates elected are those
receiving the largest numbers of votes cast by the shares entitled to vote in the election, up to the number of directors to be elected by such shares. 



        Section 3.12.    Voting of Shares by Certain Holders.    



        3.12.1.    Shares
standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the board of directors of such corporation
may determine. A certified copy of a resolution adopted by such directors shall be conclusive as to their determination. 


        3.12.2.    Shares
held by a personal representative, administrator, executor, guardian or conservator may be voted by such administrator, executor, guardian or conservator,
without a transfer of such shares into the name of such personal representative, administrator, executor, guardian or conservator. Shares standing in the name of a trustee may be voted by such
trustee, but no trustee shall be entitled to vote shares held in trust without a transfer of such shares into the name of the trustee. 


        3.12.3.    Shares
standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by the receiver without
the transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed. 



        3.12.4.    If
shares are held jointly by three or more fiduciaries, the will of the majority of the fiduciaries shall control the manner of voting or appointment of a proxy,
unless the instrument or order appointing such fiduciaries otherwise directs. 


        3.12.5.    Unless
the pledge agreement expressly provides otherwise, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. 



        3.12.6.    Shares
held by another corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote at any given
time if a majority 











of the shares entitled to vote for the election of directors of such other corporation is held by this corporation. 


        3.12.7.    On
and after the date on which written notice of redemption of redeemable shares has been dispatched to the holders thereof and a sum sufficient to redeem such
shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such
shares shall not be entitled to vote on any matter and shall be deemed to be not outstanding shares. 




        Section 3.13.    Notice of Nomination.    Nominations for the election of
directors and
proposals for any new business to be taken up at any annual or special meeting of shareholders may be made by the board of directors of the corporation or by any shareholder of the corporation
entitled to vote generally in the election of directors. In order for a shareholder of the corporation to make any such nomination or proposal at any annual meeting, the shareholder's nomination or
proposal must be in writing and received at the Executive Offices of the corporation by the Secretary of the corporation not less than 120 days in advance of the date corresponding to the date
in the previous year on which the corporation's proxy statement was released to security holders in connection with the previous year's annual meeting of security holders, except that if no annual
meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 calendar days from the date of the previous year's annual meeting, a proposal shall be received
by the corporation in accordance with the method set forth hereafter for proposals or nominations in advance of a special meeting of shareholders. In order for a shareholder of the corporation to make
any nomination or proposal to be taken up at a special meeting of shareholders, the shareholder's nomination or proposal must be in writing and received at the Executive Offices of the corporation by
the Secretary of the corporation not less than 45 days nor more than 75 days prior to any such meeting. Each such notice given by a shareholder with respect to nominations for the
election of directors shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or
employment of each such nominee, and (iii) the number of shares of stock of the corporation which are beneficially owned by each such nominee. 



        Section 3.14.    Action Without a Meeting.    Any action permitted or required
to be
taken at a meeting of the shareholders may be taken without a meeting if one or more consents in writing setting forth the action so taken shall be signed by all the shareholders. 


ARTICLE IV.

BOARD OF DIRECTORS  


        Section 4.1.    General Powers.    The business and affairs
of
the corporation shall be managed by its board of directors. 


        Section 4.2.    Number, Tenure and Qualification.    The number of directors set
forth
in Article II of these bylaws may be increased or decreased from time to time by amendment to or in the manner provided in these bylaws. No decrease, however, shall have the effect of
shortening the term of any incumbent director unless such director resigns or is removed in accordance with the provisions of these bylaws. The directors shall be classified and shall hold such terms
as set forth in the articles of incorporation. In all cases, directors shall serve until their successors are duly elected and qualified or until their earlier resignation, removal from office or
death. Directors need not be residents of the state of Washington or shareholders of the corporation. 


        Section 4.3.    Annual and Other Regular Meetings.    Regular meetings of the
board
shall be held at two-thirty o'clock, or an earlier hour in the discretion of the Chairman or the President, on the third Tuesday of the months of January, February, April, June, July,
September, October, and December unless such day is a legal holiday, in which case the meeting shall be held on the first business day thereafter, or unless such meeting has been canceled by the
Chairman or the President upon giving notice to the members of the board at least three calendar days before the date on which such meeting is scheduled. The date of any regular meeting may be changed
to such other date within the month as 









shall be determined by the Chairman or the President, or in the absence of the Chairman or the President, by any three members of the Board, provided notice of the time and place of such meeting is
given as provided in Section 4.4. In each year, the regular meeting on the day of the Annual Meeting of Shareholders shall be known as the Annual Meeting of the Board. 



        Section 4.4.    Special Meetings.    Special meetings of the board of directors
may be
called by the board of directors, the chairman of the board, or the president. The notice of a special meeting of the board of directors shall state the date and time and, if the meeting is not
exclusively telephonic, the place of the meeting. Unless otherwise required by law, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting. Notice shall be given by the person or persons authorized to call such meeting, or by the secretary at the direction of
the person or persons authorized to call such meeting. The notice may be oral or written. If the notice is orally communicated in person or by telephone to the director or to the director's personal
secretary or is sent by electronic mail, telephone or wireless equipment, which transmits a facsimile of the notice to the director's electronic mail designation or
telephone number appearing on the records of the corporation, the notice of a meeting shall be timely if sent no later than twenty-four (24) hours prior to the time set for such
meeting. If the notice is sent by courier to the director's address appearing on the records of the corporation, the notice of a meeting shall be timely if sent no later than three (3) full
days prior to the time set for such meeting. If the notice is sent by mail to the director's address appearing on the records of the corporation, the notice of a meeting shall be timely if sent no
later than five (5) full days prior to the time set for such meeting. 


        Section 4.5    Waiver of Notice.    Any director may waive notice of any meeting
at any
time. Whenever any notice is required to be given to any director of the corporation pursuant to applicable law, a waiver thereof in writing signed by the director, entitled to notice, shall be deemed
equivalent to the giving of notice. The attendance of a director at a meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully convened. A director waives objection to consideration of a particular matter at a meeting that is not within the
purpose or purposes described in the meeting notice, unless the director objects to considering the matter when it is presented. 


        Section 4.6.    Quorum.    A majority of the number of directors specified in or
fixed
in accordance with these bylaws shall constitute a quorum for the transaction of any business at any meeting of directors. If less than a majority shall attend a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice, and a quorum present at such adjourned meeting may transact business. 



        Section 4.7.    Manner of Acting.    If a quorum is present when a vote is taken,
 the
affirmative vote of a majority of directors present is the act of the board of directors. 


        Section 4.8.    Participation by Conference Telephone.    Directors may
participate in
a regular or special meeting of the board by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting and
participation by such means shall constitute presence in person at the meeting. 



        Section 4.9.    Presumption of Assent.    A director who is present at a meeting
of the
board of directors at which action is taken shall be presumed to have assented to the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless such director
shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the
corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. 



        Section 4.10.    Action by Board Without a Meeting.    Any action permitted or
required
to be taken at a meeting of the board of directors may be taken without a meeting if one or more written consents 









setting forth the action so taken, shall be signed, either before or after the action taken, by all the directors. Action taken by written consent is effective when the last director signs the
consent, unless the consent specifies a later effective date. 



        Section 4.11.    Audit Committee.    The board of directors, at any regular
meeting of
the Board, shall elect from their number an Audit Committee of not less than three members, none of whom shall be employed by the corporation. At least annually the Board of Directors shall determine
that each Committee member has the independence and other qualifications set forth in the Charter of the Audit Committee as approved by the Board, and in any supplemental statements that the Board may
adopt with regard to the composition of the Committee. 


        The
Audit Committee shall have the authorities and responsibilities and shall perform the functions specified in the Charter of the Audit Committee, as approved by the Board, and in any
supplemental statement that the Board may adopt with regard to the functions of the Committee. 


        Section 4.12    Compensation and Stock Option Committee.    The board of
directors at
any regular meeting of the board, shall elect from their number a Compensation and Stock Option Committee which committee shall have not less than three members, none of whom shall be employed by the
corporation. 


        The
Compensation and Stock Option Committee shall serve as the Option Committee pursuant to the stock option plans of the corporation, and shall have oversight of the administration of
officer or employee compensation plans that are sponsored or otherwise established by the corporation, including but not limited to the corporation's retirement plans and other plans that are subject
to the Employees Retirement Income Security Act of 1974 and non-qualified compensation plans for highly compensated employees ("NQHC Plans"). The Committee shall have the authority to
adopt, subject to ratification by the Board, all NQHC Plans and amendments of such plans, and shall have all the authority of the Board to adopt and amend all other compensation plans for officers and
employees. The Committee shall recommend to the Board the compensation of the President and Chief Executive Officer of the corporation, shall establish the salaries of all other officers who are in
Salary Level 5 or higher and shall have oversight of the determination of the compensation of other officers and employees of the corporation. 


        The
Compensation and Stock Option Committee shall adopt, amend and monitor the administration of policies that govern the compensation of officers and employees, or relate to equal
employment opportunities or affirmative action. 


        Section 4.13.    Director's Loan and Investment Committee.    At any regular
meeting of
the board, the Chairman of the Board, with the approval of the board of directors shall appoint from the members of
the board a Directors' Loan & Investment Committee. The Committee shall consist of the Chairman and President (if he is a member of the board) of the corporation and certain other members of
the board, a majority of whom shall not be officers of the corporation. The Chairman of the Board shall appoint a chairman who is not an officer of the corporation. 


        The
Committee Chairman shall coordinate with the corporation's staff in the preparation of reports for the Committee and the Board. 


        The
Committee shall have oversight of the officers of the corporation who are responsible for the investments of the corporation and for managing the sale, exchange and other disposition
of investments including those that may be made or purchased under the statutes relating to prudent investments. 


        Its
power shall include, but not be limited to oversight of all investments and dispositions, and all purchases of real estate and the other disposition of all property, real or
personal, tangible or intangible, acquired by the corporation in satisfaction of debts owing to it or otherwise (except the corporation premises or other real property acquired for use by the
corporation). 








        In
connection with the monitoring of the corporation's return on investments in subsidiaries and other corporations, the Committee shall also have oversight of the officers of the
corporation who are responsible for such investments. 


        The
Committee shall have authority to oversee the administration of the policies that govern the corporation's investments (collectively, the "Investment Policies"). The Committee shall
have all the authority of the board of directors to amend the Investment Policies following initial approval by the Board. 



        Section 4.14.    Corporate Relations Committee.    The Chairman, with the
approval of
the board of directors, may appoint from among the members of the board of the corporation, a Corporate Relations Committee which shall consist of no fewer than two Directors and shall monitor the
performance of voluntary commitments that the corporation has made to support its communities, and the contributions by the corporation to the Washington Mutual Foundation. 


        Section 4.15.    Corporate Development Committee.    The Chairman, with the
approval of
the board of directors, shall appoint from among the members of the board a Corporate Development Committee which shall consist of the Chairman of the Board and not less than two other directors. The
Corporate
Development Committee shall exercise all the authority of the Board: (A) with regard to the authorization of negotiations and approval of the terms of offers and agreements and of investments
relating to mergers and acquisitions not involving a change of control of the corporation; provided, that further action of the board of directors shall
be required for submission to shareholders of a plan of merger or consolidation; and (B) with regard to approval of the final terms, rights, designations and preferences of stock to be issued
by the corporation, provided, that prior action of the board of directors shall be required to specify the maximum number or value of the shares to be
issued. 


        Section 4.16.    Other Board Committees.    The Board of Directors may by
resolution
designate from among its members such other committees as the Board in its discretion may determine, each of which must have two or more members. To the extent provided in such resolutions, each such
committee shall have and may exercise the authority of the board of directors, except as limited by applicable law. The designation of any such committee and the delegation thereto of authority shall
not relieve the Board of Directors, or any members thereof, of any responsibility imposed by law. In addition, the Chairman of the Board, with the approval of the Board of Directors, may appoint from
among the members of the Board such committees as he deems appropriate. 


        Section 4.17.    Committee Procedures.    Except as provided in the bylaws or in
specific resolutions of the Board of Directors, the committees of the Board shall be governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and
voting requirements as applied to the Board of Directors. 


        Section 4.18.    Resignation.    Any director may resign at any time by
delivering
written notice to the chairman of the board, the president, the secretary, or the registered office of the corporation, or by giving oral notice at any meeting of the directors or shareholders. Any
such resignation shall take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. 


        Section 4.19.    Removal.    At a meeting of the shareholders called expressly
for that
purpose, any director or the entire board of directors may be removed from office, with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of the director
or directors whose removal is sought. If the board of directors or any one or more directors is so removed, new directors may be elected at this same meeting. 









        Section 4.20.    Vacancies.    A vacancy on the board of directors may occur by
the
resignation, removal or death of an existing director, or by reason of increasing the number of directors on the board of directors as provided in these bylaws. Except as may be limited by the
articles of incorporation, any vacancy occurring in the board of directors may be filled by the affirmative vote of four-fifths of the remaining directors though less than a quorum. A
director elected to fill a vacancy shall be elected for a term of office continuing only until the next election of directors by shareholders. 


        If
the vacant office was held by a director elected by holders of one or more authorized classes or series of shares, only the holders of those classes or series of shares are entitled
to vote to fill the vacancy. 


        Section 4.21.    Compensation.    By resolution of the board of directors, the
directors may be paid a fixed sum plus their expenses, if any, for attendance at meetings of the board of directors or committee thereof, or a stated salary as director. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving compensation therefor. 


        Section 4.22    Chairman of the Board.    The Chairman shall preside at meetings
of the
board of directors. In the absence of the Chairman and the Chief Executive Officer, the directors present may select someone from their number to preside. The Chairman shall be ex-officio
a member of all committees, except the Audit Committee and the Compensation and Stock Option Committee. The Chairman shall perform such other duties as may be assigned by the board of directors. 


ARTICLE V

OFFICERS  


        Section 5.1.    Ranks and Terms in Office.    The officers of the
corporation shall be a Chief Executive Officer, a Chairman, a President of the Corporation, a General Auditor, a Controller, and such Vice Chairmen, Group Presidents, Senior Executive Vice Presidents,
Executive Vice Presidents, Senior Vice Presidents, First Vice Presidents or Vice Presidents as the board of directors may designate and elect, or such other officers as the board of directors may
designate and elect or the Chief Executive Officer may designate and appoint. 


        Officers
shall serve until the termination of their employment or their earlier removal from service as officers. Any officer may be removed, with or without cause, by the board of
directors, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer who has been elected by the board of directors may be suspended with or
without pay by the Chief Executive Officer, and any other officer may be removed or suspended with or without pay by the Chief Executive Officer, but such removal or suspension shall be without
prejudice to the contractual rights, if any, of the person so removed or suspended. The termination of any officer's
employment shall constitute removal of such person from office, effective as of the date of termination of employment. 


        Section 5.2.    Chief Executive Officer.    The Chief Executive Officer of the
corporation
shall have direct supervision and management of its affairs and the general powers and duties of supervision and management usually vested in the Chief Executive officer of a corporation, subject to
the Bylaws and policies of the corporation. The Chief Executive Officer shall be ex-officio a member of all committees except the Audit Committee and the Compensation and Stock Option
Committee. The Chief Executive Officer shall perform such other duties as may be assigned by the board of directors. In the absence of the Chief Executive Officer, his duties shall be assumed by the
President of the Corporation, and in their absence such duties shall be assumed by a person designated by the Chief Executive Officer or the board of directors. 


        Section 5.3.    Chairman.    The Chairman shall preside over all meetings of the
board of
directors. The Chairman shall preside over all meetings of the shareholders, which duty shall include the authority to adjourn such meetings. The Chairman shall perform such other duties as may be
assigned by the board of directors or the Chief Executive Officer, or as may be set forth in the policies and procedural directives of the corporation. In the event of the Chairman's incapacity, the
Chairman's 









duties shall be assumed by the Chief Executive Officer or, in the event of the Chief Executive Officer's incapacity, the duties of the Chairman shall be assumed by the President of the Corporation,
and in their absence such duties shall be assumed by a person designated by the board of directors. 



        Section 5.4.    President of the Corporation.    The President of the Corporation
shall
perform such duties as may be assigned by the Chief Executive Officer or the board of directors, or as may be set forth in the policies and procedural directives of the corporation. 


        Section 5.5.    General Auditor.    The General Auditor shall supervise and maintain
continuous audit control of the assets and liabilities of the corporation. He shall be responsible only to the board of directors in coordination with the Chief Executive officer. He shall perform
such other duties as may be assigned to him by the Chief Executive Officer or the President of the Corporation from time to time, only to the extent that such other duties do not compromise the
independence of audit control. 


        Section 5.6.    Controller.    The Controller shall be the chief accounting officer
of the
corporation and shall have supervisory control and direction of the general accounting, accounting procedure, budgeting and general bookkeeping, and shall be the custodian of the general accounting
books, records, forms and papers. He shall also perform such other duties as may be assigned from time to time by the Chief Executive Officer, the President of the Corporation, a Vice Chairman, a
Group President, a Senior Executive Vice President or an Executive Vice President, or as may be set forth in the policies and procedural directives of the corporation, only to the extent that such
other duties do not compromise the independence of audit control. 


        Section 5.7.    Vice Chairmen, Group Presidents, Senior Executive Vice Presidents, Executive Vice
Presidents.    Any Vice Chairmen, Group Presidents, Senior Executive Vice Presidents, Executive Vice Presidents shall perform such duties as may be assigned from time
to time by the Chief Executive Officer or the President of the Corporation, or as may be set forth in the policies and procedural directives of the corporation. 



        Section 5.8.    Senior Vice Presidents, First Vice Presidents and Vice Presidents.    Senior
Vice Presidents, First Vice Presidents and Vice Presidents shall perform such duties as may be assigned from time to time by the Chief Executive Officer, the President of the Corporation, a Vice
Chairmen, a Group President, a Senior Executive Vice President or a Executive Vice President, or as may be set forth in the policies and procedural directives of the corporation. 


        Section 5.9.    Secretary and Assistant Secretary.    The Secretary shall keep the
minutes of
all meetings of the board of directors and of the shareholders. He shall give such notices to the directors as may be required by law or by these Bylaws. He shall have the custody of the corporate
seal, if any, and the contracts, papers and documents belonging to the corporation. He shall also perform such other duties as may be assigned from time to time by the Chief Executive Officer, the
President of the Corporation, a Vice Chairman, a Group President, a Senior Executive Vice President or an Executive Vice President, or as may be set forth in the policies and procedural directives of
the corporation. In the absence of the Secretary, the powers and duties of the Secretary shall devolve upon an Assistant Secretary or such person as shall be designated by the Chief Executive Officer. 



        Section 5.10.    Combining Offices.    An officer who holds one office may, with or
without
resigning from such existing office, be elected by the board of directors to hold, in addition to such existing office, the office of Chairman, Vice Chairman, Group President Senior Executive Vice
President, Senior Vice President, First Vice President or Vice President. An officer who holds one office may, with or without resigning from such existing office, be appointed by the Chief Executive
Officer to hold, in addition to such existing office, another office other than the office of Chairman, Vice Chairman, Group President Senior Executive Vice President, Senior Vice President, First
Vice President or Vice President. 


        Section 5.11.    Other Officers.    The other Officers shall perform such duties as
may be
assigned by the Chief Executive Officer, the President of the Corporation, a Vice Chairman, a Group President, a Senior Executive Vice President or an Executive Vice President, or as may be set forth
in the policies 









and procedural directives of the corporation. The Chief Executive Officer may designate such functional titles to an officer, as the Chief Executive Officer deems appropriate from time to time. 



        Section 5.12.    Official Bonds.    The corporation may be indemnified in the event
of the
dishonest conduct or unfaithful performance of an officer, employee, or agent by a corporate fidelity bond, the premiums for which may be paid by the corporation. 


        Section 5.13.    Execution of Contracts and Other Documents.    The Chief Executive
Officer,
the President of the Corporation, or any Vice Chairman, Group President, or Senior Executive Vice President may from time to time designate the officers, employees or agents of the corporation who
shall have authority to sign deeds, contracts, satisfactions, releases, and assignments of mortgages, and all other documents or instruments in writing to be made or executed by the corporation. 


        Section 5.14.    Resignation.    Any officer may resign at any time by delivering
written
notice to the Chief Executive Officer, the President, the Secretary or the board of directors, or by giving oral notice at any meeting of the board. Any such resignation shall take effect at any
subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective. 


        Section 5.15.    Compensation of Officers and Employees.    The board of directors
shall fix
compensation of officers and may fix compensation of other employees from time to time. No officer shall be prevented from receiving a salary by reason of the fact that such officer is also a director
of the corporation. 


        Section 5.16.    Voting of Shares Held by Corporation.    Shares of another
corporation held
by this corporation may be voted in person or by proxy by the Chief Executive Officer, by the President of the Corporation, by a Vice Chairman, by a Group President, by a Senior Executive Vice
President, by an Executive Vice President, or by a Senior Vice President. 


ARTICLE VI

SHARES  


        Section 6.1.    Certificates for Shares.    The shares of
the
corporation may be represented by certificates in such form as prescribed by the board of directors. Signatures of the corporate officers on the certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. All certificates shall be consecutively numbered or
otherwise identified. All certificates shall bear such legend or legends as prescribed by the board of directors or these bylaws. 


        Section 6.2.    Issuance of Shares.    Shares of the corporation shall be issued
only
when authorized by the board of directors, which authorization shall include the consideration to be received for each share. 



        Section 6.3.    Beneficial Ownership.    Except as otherwise permitted by these
bylaws,
the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The board of directors may adopt by resolution a
procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the
shares registered in the name of such shareholder are held for the account of a specified person or persons. Upon receipt by the corporation of a certification complying with such procedure, the
persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the
shareholder making the certification. 


        Section 6.4.    Transfer of Shares.    Transfer of shares of the corporation
shall be
made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, on surrender for 









cancellation of the certificate for the shares. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and canceled. 


        Section 6.5.    Lost or Destroyed Certificates.    In the case of a lost,
destroyed or
mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe. 


        Section 6.6.    Stock Transfer Records.    The stock transfer books shall be
kept at
the principal office of the corporation or at the office of the corporation's transfer agent or registrar. The name and address of the person to whom the shares represented by any certificate,
together with the class, number of shares and date of issue, shall be entered on the stock transfer books of the corporation. Except as provided in these bylaws, the person in whose name shares stand
on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. 


ARTICLE VII

SEAL  


        This corporation need not have a corporate seal. If the directors adopt a corporate seal, the seal of the corporation shall be circular in form and consist of the
name of the corporation, the state and year of incorporation, and the words "Corporate Seal." 


ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS,

EMPLOYEES AND AGENT  


        Section 8.1.    Director's Right To Indemnification.    Each person who was or
is made
a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was a director of the corporation or, being or having been such a director, he or she is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official capacity as a director or in any other capacity while serving as a director, shall be indemnified and held harmless by the
corporation against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred
or suffered by such person in connection therewith; provided, however, that (a) the corporation shall not indemnify any person from or on account of any acts or omissions of such person finally
adjudged to be intentional misconduct or knowing violation of the law of such person, or from conduct of the person in violation of RCW 23B.08.310, or from or on account of any transaction with
respect to which it is finally adjudged that such person personally received a benefit in money, property, or services to which such person was not legally entitled, and (b) except as provided
in subsection 8.3 with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the corporation. Such indemnification shall continue as to a person who has
ceased to be a director and shall inure to the benefit of his or her heirs, executors and administrators. If the Washington Business Corporation Act is amended to authorize further indemnification of
directors, then directors of the corporation shall be indemnified to the fullest extent permitted by the Washington Business Corporation Act, as so amended. 



 Section 8.2.    Director's Burden of Proof and Procedure For Payment. 


        (a)    The
claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final disposition, where the undertaking in (b) below 








has been tendered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled. 


        (b)    The
right to indemnification shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on
behalf of such director, to repay all amounts so advanced if it shall ultimately be determined that such director is not entitled to be indemnified under this Article or otherwise. 




        Section 8.3.    Right of Claimant to Bring Suit.    If a claim under this
Article is
not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for expenses incurred in defending a
proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of
the corporation (including its board of directors, its shareholders or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the corporation (including its board of directors, its shareholders or
independent legal counsel) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the
claimant is not so entitled. 


        Section 8.4.    Nonexclusivity of Rights.    The right to indemnification and
the
payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of shareholders or disinterested directors or otherwise. 


        Section 8.5.    Insurance, Contracts and Funding.    The corporation may
maintain
insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Business Corporation Act. The
corporation may, without any shareholder action, enter into contracts with such director or officer in furtherance of the provisions of this Article and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article. 



        Section 8.6.    Indemnification of Officers, Employees and Agents of the
Corporation.    



        (a)    The
corporation may, by action of its board of directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding
to officers, employees and agents of the corporation or another corporation, partnership, joint venture trust or other enterprise with the same scope and effect as the provisions of this Article with
respect to the indemnification and advancement of expenses of directors of the corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act or
otherwise; or 


        (b)    The
corporation shall pay for or reimburse the reasonable expenses incurred by any officer or employee of the corporation, who is not a director, who is a party to a
proceeding in advance of final disposition of the proceeding if: (1) such person furnishes the corporation with an affidavit stating that (a) he or she was made a party to a proceeding
because he or she is or was an officer or employee of the corporation, (b) he or she acted in good faith, (c) the conduct in question was carried out in his or
her official capacity with the corporation, and (d) his or her conduct was in the corporation's best interests, (2) such person furnishes the corporation with a written undertaking,
executed personally, to repay the advance if it is ultimately determined that 











such person did not meet the standard of conduct set forth in the affidavit and (3) such payment or reimbursement is approved in writing by the President or the Chief Executive Officer of the
corporation, or by a designee of either of them. 




        Section 8.7.    Contract Right.    The rights to indemnification conferred in
this
Article shall be a contract right and any amendment to or repeal of this Article shall not adversely affect any right or protection of a director of the corporation for or with respect to any acts or
omissions of such director or officer occurring prior to such amendment or repeal. 


        Section 8.8.    Severability.    If any provision of this Article or any
application
thereof shall be invalid, unenforceable or contrary to applicable law, the remainder of this Article, or the application of such provision to persons or circumstances other than those as to which it
is held invalid, unenforceable or contrary to applicable law, shall not be affected thereby and shall continue in full force and effect. 


ARTICLE IX

BOOKS AND RECORDS  


        The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its shareholders and the board
of directors and such other records as may be necessary or advisable. 


ARTICLE X

FISCAL YEAR  


        The fiscal year of the corporation shall be the calendar year. 


ARTICLE XI

VOTING OF SHARES OF ANOTHER CORPORATION  


        Shares of another corporation held by this corporation may be voted by the Chief Executive Officer, by the President of the Corporation, by the Senior Executive
Vice President, by an Executive Vice
President, or by a Senior Vice President, or by proxy appointment form executed by any of them, unless the directors by resolution shall designate some other person to vote the shares. 


ARTICLE XII

AMENDMENTS TO BYLAWS  


        These bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the board of directors, subject to the concurrent power of the shareholders,
by at least two-thirds affirmative vote of the shares of the corporation entitled to vote thereon, to alter amend or repeal these bylaws or to adopt new bylaws. 











QuickLinks



Exhibit 4.14


WASHINGTON MUTUAL, INC. AMENDMENTS TO RESTATED BYLAWS



RESTATED BYLAWS OF WASHINGTON MUTUAL, INC.