EXHIBIT 10.24


EMPLOYMENT AGREEMENT


This Employment Agreement
(the “Agreement”) is between Washington Mutual, Inc., a Washington corporation
(“Washington Mutual”) and the undersigned employee of Washington Mutual (“Employee”).
The term “Company” shall mean Washington Mutual and any successor after a
Change In Control.


Employee has been
employed as an officer of Washington Mutual and/or an affiliate since                         .
Because of Employee’s continued employment, it is the desire of Washington Mutual
and Employee to set forth certain terms and conditions relating to Employee’s
employment as an inducement for Employee continuing his or her employment for
so long as Washington Mutual desires to employ Employee.


Therefore, the parties
agree as follows:


1.                             Employment.
Washington Mutual agrees to, and does hereby, employ Employee, and Employee
agrees to, and does hereby, accept such employment, on the terms in this
Agreement.


2.                             Duties.
Employee shall perform such duties as the Chairman, the President or the Board
of Directors of Washington Mutual (the “Board”) may from time to time direct.
(As used herein “Board” shall include the board of directors or other successor
body performing their function in the event of a Change in Control as defined
below.) Employee shall initially have the title of Executive Vice President
with duties principally in the area of                         ,
but this may be changed from time to time as the Chairman, the President or the
Board may determine.


3.                             Compensation.
During Employee’s employment under this Agreement, Employee shall receive base
salary compensation in the amount determined by the Board’s Human Resources
Committee (the “Human Resources Committee”), payable semi-monthly or in such
manner as is consistent with Washington Mutual’s policy relating to exempt
employees. In addition, Employee is entitled to participate in Washington
Mutual’s bonus plan for executives as adopted by the Human Resources Committee,
under which Employee may receive, subject to the terms of the Plan, a bonus
based on Washington Mutual’s achievement of specified financial goals. Employee
may also be awarded stock options, restricted stock and/or other forms of
equity compensation, as determined by the Human Resources Committee. Employee’s
compensation shall be reviewed by the Human Resources Committee annually and,
in the sole discretion of the Human Resources Committee, such compensation may
be adjusted either upward or downward.


4.                             Other
Benefits. Subject to the respective eligibility requirements and other
terms and provisions of the applicable benefit or insurance plans (including
relevant waiting periods), Employee shall be enrolled as a participant in all
employee benefit plans (including retirement and insurance plans) available to
other officers of Washington Mutual, as the same may from











time to time be adopted or amended. Employee shall
also be entitled to receive such other perquisites, as the Chairman, the
President or the Board may from time to time deem appropriate.


5.                             Performance
of Duties. Employee agrees that during his or her employment with
Washington Mutual: (a) Employee will faithfully perform the duties of such
office or offices as he or she may occupy, which duties shall be such as may be
assigned to him or her by the Chairman, the President or the Board; (b)
Employee will devote to the performance of his or her duties all such time and
attention as the Chairman, the President or the Board shall reasonably require,
subject, however, from time to time such reasonable vacations as are consistent
with his or her duties and Washington Mutual policy; and (c) Employee will not,
without the express consent of the Chairman, the President or the Board, become
actively associated with or engaged in any business or activity during the term
of this Agreement other than that of Washington Mutual (excepting family and
personal activities which may include management of personal investments, but
only to the extent such activities do not entail active involvement in a
business enterprise and do not interfere or conflict with the performance of
Employee’s duties) and Employee will do nothing inconsistent with his or her
duties to Washington Mutual.


6.                             Termination.


(a)             Either Washington
Mutual or Employee may terminate Employee’s employment at any time in their
sole discretion, with or without advance notice. Except as expressly provided
in this Agreement or under any employee benefit plan maintained by Washington
Mutual, upon termination of employment Washington Mutual shall have no
liability to pay any further compensation or any other benefit or sum
whatsoever to Employee. Notwithstanding any other provision hereof, no further
amounts or benefits shall be payable hereunder if, prior to a Change in
Control, Employee transfers to another Washington Mutual position, and under
the Company’s policies then in effect Washington Mutual does not enter into
agreements comparable to this Agreement with persons occupying that position or
a comparable position.


(b)            Upon termination of
employment, Employee’s rights under all employee pension plans, employee
welfare benefit plans, bonus plans and stock option and restricted stock plans
shall be determined under the terms of the plans and grants themselves except
as otherwise specifically provided in this Agreement.


(c)             If (i) Employee’s
employment is terminated by the Company for any reason upon or within three
years after a Change in Control (as defined below) or (ii) Employee resigns for
“good cause” (as defined below) upon or within three years after a Change in
Control, then:


1.                                       Employee
shall be entitled to receive, within five business days after the effective
date of such termination or resignation, from the Company, a lump sum equal to
three times Employee’s annual compensation (as defined in Section 6(d)).
Notwithstanding the preceding, the amount paid to employee under this
subsection (1) shall be offset by any payment received by Employee from the
Company or any acquired company pursuant to a severance or











change of control agreement, arrangement or plan,
other than (i) payments pursuant to this Agreement, and (ii) any such payment
received more than two years before all of the conditions of this Section 6(c)
were satisfied.


2.                                       All
stock options and stock appreciation rights held by Employee shall become immediately
vested and exercisable notwithstanding any provisions in the grant of such
options regarding vesting, and


3.                                       All
restricted stock and restricted stock units held by Employee shall immediately
vest and any restrictions on such awards shall lapse (assuming any performance
conditions have been fully satisfied) shall immediately vest; provided
that the Human Resources Committee may exclude any particular grant(s) of
restricted stock from the acceleration provided for in this subsection (3), in
connection with making any particular grant of restricted stock. This provision
does not apply to Performance Shares, which are governed by the Performance
Share Program document and Performance Share agreements.


(d)            For purposes of
Section 6(c), Employee’s “annual compensation” shall include all items of
compensation provided by Washington Mutual other than the value of stock
options and/or restricted stock granted to Employee. Employee’s “annual
compensation” shall include the greatest of (i) the total of Employee’s salary
and target bonus for the calendar year in which the termination occurs (if
established before the termination), (ii) Employee’s salary and actual bonus
for the prior calendar year (annualized if Employee was not employed by
Washington Mutual for the entire previous calendar year), or (iii) Employee’s
salary and actual bonus for the calendar year immediately preceding the year in
which the Change in Control occurred (annualized if Employee was not employed
by Washington Mutual for the entire such calendar year). Employee’s “annual
compensation” shall also include the amount of the contributions made or
anticipated to have been made on Employee’s behalf to benefit plans for the
calendar year in which the termination occurs, including without limitation
contributions to pension plans and plans qualified under Section 125 of the
Internal Revenue Code of 1986 (cafeteria plans).


(e)             If Employee becomes
entitled to the payments and equity acceleration described in Section 6(c) and
such payments and benefits, together with any other payments or transfers of
property (collectively the “Severance Payments”), constitute “parachute
payments” under Section 280G of the Internal Revenue Code of 1986 (the “Code”),
as amended, or any successor statute then in effect, then Washington Mutual
shall pay an additional amount (the “Gross-Up Payment”) to employee at the time
specified in the following paragraph. The Gross-Up Payment shall be equal to
the amount necessary so that the net amount retained by Employee, after
subtracting the parachute excise tax imposed by Section 4999 of the Code, as
amended, or any successor statute then in effect (the “Excise Tax”), and after
also subtracting all federal, state or local income tax, FICA tax and Excise
Tax on the Gross-Up Payment, shall be equal to the net amount Employee would
have retained if no Excise Tax has been imposed and no Gross-Up Payment had
been paid. The amount of the Gross-Up Payment shall be determined in good faith
by nationally recognized registered public accountants or tax counsel selected
by the Company, who shall apply the following assumptions: (i) Employee shall
be treated as paying federal











income taxes at the highest marginal rate in the
calendar year in which the Gross-Up Payment is made, and (ii) Employee shall be
treated as paying state and local income taxes at the highest marginal rate(s)
in the calendar year in which the Gross-Up Payment is made in the locality of
Employee’s residence as of the effective date of Employee’s termination or
resignation, net of the maximum reduction in federal income taxes that could be
obtained from deducting those state and local taxes.


(f)               The Gross-Up
Payment shall be made within five business days after the effective date of
Employee’s termination or resignation, provided that if the Gross-Up Payment
cannot be determined within that time, the Company shall pay Employee within
that time an estimate, determined in good faith by Washington Mutual, of the
minimum amount of the Gross-Up Payment and shall pay the remainder (plus
interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as
the amount can be determined but in no event later than the 30th day after the effective date of Employee’s
termination or resignation. If the estimated payment is more than the amount
later determined to have been due, the excess (plus interest at the rate
provided in Section 1274(b)(2)(B) of the Code) shall be repaid by Employee
within five business days after written demand.


(g)            If the actual Excise
Tax imposed is less than the amount that was taken into account in determining
the amount of the Gross-Up Payment, Employee shall repay at the time that the
amount of the reduced Excise Tax is finally determined the portion of the
Gross-Up Payment attributable to that reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax, FICA tax and federal, state
and local income tax imposed on the portion of the Gross-Up Payment being
repaid by Employee, to the extent the repayment results in a reduction in or
refund of Excise Tax, FICA tax or federal, state or local income tax), plus
interest on the amount of the repayment at the rate provided in Section
1274(b)(2)(B) of the Code. If the actual Excise Tax imposed is more than the
amount that was taken into account in determining the amount of the Gross-Up
Payment, Washington Mutual shall make an additional Gross-Up Payment in respect
of such excess (plus interest at the rate provided in Section 1274(b)(2)(B) of
the Code) at the time that the amount of the excess is finally determined.


7.                                       Continuation
of Medical Coverage. If Employee’s employment by the Company terminates for
any reason (including early retirement) other than gross misconduct, Employee
shall be entitled to continue to participate in the Company’s self-funded group
medical coverage, at Employee’s expense, to the extent provided in the plan and
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).


8.                                       Death
or Disability. If Employee should die or become disabled at any time during
his or her employment hereunder, neither Employee nor anyone claiming by,
through or under him or her shall be entitled to any further compensation or
other sum under this Agreement (but shall be entitled to payments made by
insurers under policies of life and disability insurance and any sums which may
become available under any employee benefit plan).


9.                                       Confidentiality.
Employee agrees that information not generally known to the public to which
Employee has been or will be exposed as a result of Employee’s employment by











Washington Mutual is confidential information that
belongs to Washington Mutual. This includes information developed by Employee,
alone or with others, or entrusted to Washington Mutual by its customers or
others. Washington Mutual’s confidential information includes, without
limitation, information relating to Washington Mutual’s trade secrets,
know-how, procedures, purchasing, accounting, marketing, sales, customers,
clients, employees, business strategies and acquisition strategies. Employee
will hold Washington Mutual’s confidential information in strict confidence and
will not disclose or use it except as authorized by Washington Mutual and for
Washington Mutual’s benefit.


10.                                 Possession
of Materials. Employee agrees that upon conclusion of employment or request
by Washington Mutual, Employee shall turn over to the Company all documents,
files, office supplies and any other material or work product in Employee’s
possession or control that were created pursuant to or derived from Employee’s
services for the Company.


11.                                 Change
in Control. For purposes of this Agreement, “Change in Control” shall mean:


(a)                                  The
acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Securities Exchange Act of 1934
and the rules of the Securities and Exchange Commission thereunder as in effect
on the date of this Agreement), other than Washington Mutual, a Subsidiary or
any employee benefit plan of Washington Mutual or its Subsidiaries, of shares
representing more than 25% of (i) the common stock of Washington Mutual, (ii)
the aggregate voting power of Washington Mutual’s voting securities or (iii)
the total market value of Washington Mutual’s voting securities;


(b)                                 During
any period of 25 consecutive calendar months, a majority of the Board of
Directors of Washington Mutual (the “Board”) ceasing to be composed of
individuals (i) who were members of the Board on the first day of such period,
(ii) whose election or nomination to the Board was approved by individuals
referred to in clause (i) above constituting at the time of such election or
nomination at least a majority of the Board or (iii) whose election or
nomination to the Board was approved by individuals referred to in clauses (i)
and (ii) above constituting at the time of such election or nomination at least
a majority of the Board provided further that any director appointed or elected
to the Board to avoid or settle a threatened or actual proxy contest shall in
no event be deemed to be an individual referred to in clauses (i), (ii) or
(iii) above;


(c)                                  The
good-faith determination by the Board that any Person or group (other than a
Subsidiary or any employee benefit plan of Washington Mutual or a Subsidiary)
has acquired direct or indirect possession of the power to direct or cause to
direct the management or policies of Washington Mutual, whether through the
ability to exercise voting power, by contract or otherwise;


(d)                                 The
merger, consolidation, share exchange or similar transaction between Washington
Mutual and another Person (other than a Subsidiary) other than a merger in
which the stockholders of Washington Mutual immediately before such merger,
consolidation or transaction own, directly or indirectly immediately following
such merger, consolidation or transaction, at least seventy-five percent (75%)
of the combined voting power of the surviving











entity in such merger, consolidation or transaction in
substantially the same proportion as their ownership immediately before such merger,
consolidation or transaction; or


(e)                                  The
sale or transfer (in one transaction or a series of related transactions) of
all or substantially all of Washington Mutual’s assets to another Person (other
than a Subsidiary) whether assisted or unassisted, voluntary or involuntary.


(f)                                    “Person”
shall mean any individual, corporation, company, voluntary association,
partnership, limited liability company, joint venture, trust, unincorporated
organization or government (or any agency, instrumentality or political
subdivision thereof); and


(g)                                 “Subsidiary”
shall mean a corporation that is wholly owned by Washington Mutual, either
directly or through one or more corporations which are wholly owned by
Washington Mutual.


(h)                                 For
purposes of this Agreement, “good cause” for Employee to resign shall mean:


1.                                       The
assignment of duties to Employee which (i) are materially different from
Employee’s duties immediately prior to the Change in Control, or (ii) result in
Employee having significantly less authority and/or responsibility than he or
she had prior to the Change in Control, without his or her express written
consent, provided that a Change in Control (including the fact that the Company’s
stock is not publicly held or is held or controlled by a single stockholder as
a result of a Change in Control) shall not of itself be deemed a material
reduction in the position or responsibilities of Employee;


2.                                       The
removal of Employee from the position held immediately prior to the Change in
Control, except where such removal is for cause (as defined below) or by reason
of Employee’s disability;


3.                                       A
reduction of Employee’s base salary as in effect on the date of the Change in
Control or as the same may be increased from time to time thereafter;


4.                                       A
reduction in the overall level of Employee’s total compensation below the
average total compensation paid by Washington Mutual to Employee for the 24
months immediately preceding the Change in Control, other than through the
operation of performance or equity-based arrangements; or


5.                                       Any
change in Employee’s duties which would require him or her to relocate out of
the greater metropolitan area of Employee’s principal place of employment as in
effect on the date of the Change in Control, without Employee’s express written
consent.


(i)                                     For
purposes of this Agreement, a removal of Employee from his or her position will
be considered to be for “cause” if, but only if, the removal is because (i)
Employee engages in abusive use of alcohol or other drugs on a continuing or
recurring basis, (ii) Employee











is convicted of any felony or of a misdemeanor
involving moral turpitude (including forgery, fraud, theft or embezzlement), or
is convicted or enters into a pretrial diversion or similar program in
connection with the prosecution for an offense involving fraud, dishonesty,
breach of trust or money laundering, or (iii) Employee has engaged in
dishonesty, fraud, destruction or theft of property of Washington Mutual or a
Subsidiary, physical attack on another employee, willful malfeasance or gross
negligence in the performance of his or her duties, or misconduct materially
injurious to Washington Mutual or a Subsidiary.


12.                                              Title.
Although it is the intention of the parties that during the term of this
Agreement, Employee shall be an executive employee of Washington Mutual with
the title and duties described in Section 2 above, it is specifically
understood that, subject to the provisions of Section 6(c), the employment and
the nature and situs of services to be rendered shall be subject to the authority
of the Chairman, the President or the Board to change the same from time to
time and at any time and to provide for the operation of Washington Mutual as
specified by applicable banking laws and regulations.


13.                                              Resolution
of Disputes. Any dispute arising out of or relating to this Agreement or
Employee’s employment (or termination of employment) shall be submitted to and
resolved by final and binding arbitration as provided in the Binding
Arbitration Agreement attached as Exhibit A, whether the claimant is Employee
or Washington Mutual. In any dispute in arbitration or court arising out of or
relating to this Agreement, the losing party shall pay the prevailing party’s
reasonable attorneys’ fees, costs and expenses.


14.                                              Agreement
Not To Solicit Personnel. In consideration for the payments and other
benefits under Section 6(c) and Employee’s access as an employee of the Company
or a Related Company to employees, contractors and consultants of the Company
and Related Companies, Employee agrees that, during Employee’s employment with
the Company or a Related Company, and for a period of one year following
termination of employment, Employee will not in any manner, directly or
indirectly, solicit, encourage, induce, or recruit any person who is then an
employee, contractor, or consultant of the Company or a Related Company, and
whom Employee worked with, supervised, or had access to confidential
information about while employed by Company or a Related Company, to seek or
accept employment or a contractual or consulting engagement with any business
that competes with or provides services comparable to those provided by the
Company. Should Employee breach the agreement set forth in this Section 14, in
addition to any other remedy available to the Company, the Employee shall
immediately pay to the Company any payment made pursuant to Section 6(c), and
the portion, if any, of any option that vested pursuant to Section 6(c)(2) (“Option”)
that remains unexercised shall terminate and cease to be exercisable; and, for
any portion of the Option already exercised, Employee shall immediately pay to
the Company any difference between the fair market value of the Option shares
on the date of exercise and the Exercise Price. In addition, Employee will
immediately pay the Company the fair market value of any shares of restricted
stock that vested pursuant to Section 6(c)(3). The parties agree that, to the
extent the restrictions set forth in this Section 14 are found to be
unenforceable in any respect, this Paragraph shall be construed to be
enforceable to the maximum extent permitted by law.











15.                                              Intellectual
Property Ownership. In addition, in consideration of the payments and
benefits provided under Section 6(c), Washington Mutual will own all rights to
the results of Employee’s work, including inventions and other intellectual
property developed using Company equipment, supplies, facilities or trade
secret information. It will also own all rights to the results of any other
effort of Employee (outside of Employee’s performance of Washington Mutual
work) that relate directly to Employee’s work or to the Company’s business or
actual or demonstrably anticipated research or development. Washington Mutual’s
rights extend to anything that is authored, conceived, invented, written, reduced
to practice, improved or made by Employee, alone or jointly with others, during
the period of Employee’s employment by the Company or a Related Company. To the
extent that the results of Employee’s work or other effort constitute a “work
made for hire” as defined under U.S. copyright law, the copyright shall belong
solely to the Company. Otherwise, to the extent that such results are legally
protectable, then Employee hereby irrevocably assigns all copyrights, patent
rights, and other proprietary rights therein to the Company, and no further
action by Employee is required to grant ownership to Washington Mutual.
Employee will assist in preparing and executing documents, and will take any
other steps requested by Washington Mutual, to vest, confirm or demonstrate its
ownership rights, and Employee will not at any time contest the validity of
such rights. Employee understands that the termination of Employee’s employment
will not terminate or invalidate any of Employee’s obligations, or Washington
Mutual’s rights, as described above.


Employee understands that the above commitments are in
furtherance of the WaMu Intellectual Property Policy (a copy of which Employee
has had an opportunity to review and is also found on wamu.net), which is
incorporated herein but not set forth in full due to space limitations. If
Employee lives or works in Washington, California, Illinois, or in any other
state mentioned in the Invention Notice section of the policy, then the above
assignment does not apply to inventions described in the Invention Notice for
Employee’s state.


16.                                              Miscellaneous.


(a)                                  This
Agreement is the entire agreement between the parties and may not be modified
or abrogated orally or by course of dealing, but only by another instrument in
writing duly executed by the parties. This Agreement replaces and supersedes
all prior agreements on these subjects that Employee may have with Washington
Mutual or any Subsidiary of Washington Mutual. Employee acknowledges that
Employee shall be entitled to change in control benefits, severance benefits or
other employment separation benefits only as specifically provided in this
Agreement (or, to the extent applicable according to its terms, as provided in
the Washington Mutual Severance Plan as in effect from time to time),
notwithstanding the terms of any other representation, policy, severance plan,
benefit plan or agreement.


(b)                                 Notwithstanding
any other provision hereof, this Agreement shall be administered in a manner
consistent with the provisions of Section 409A of the Code so as to avoid
Employee incurring any additional tax or penalties under Section 409A
(collectively, “Penalties”). In addition, if the Company determines in good
faith that any provision of this Agreement would cause Employee to incur any
Penalties, the Company shall take reasonable











steps to reform such provision to maintain to the
maximum extent practicable the original intent of the applicable provision to
avoid Employee incurring any such Penalties.


(c)                                  This
Agreement has been drafted in contemplation of and shall be construed in
accordance with and governed by the law of the state of Employee’s principal
place of employment with the Company.


(d)                                 Employee
acknowledges that this Agreement has been drafted by counsel for Washington
Mutual, and that Employee has not relied upon such counsel with respect to this
Agreement.


(e)                                  If
a court or arbitrator of competent jurisdiction or governmental authority
declares any term or provision hereof invalid, unenforceable or unacceptable,
the remaining terms and provisions hereof shall be unimpaired and the invalid,
unenforceable or unacceptable term or provision shall be replaced by a term or
provision that is valid, enforceable and acceptable and that comes closest to
expressing the intention of the invalid, unenforceable or unacceptable term or
provision.


(f)                                    Employee
may not assign Employee’s rights or delegate Employee’s duties under this
Agreement.


(g)                                 Washington
Mutual may assign its rights and delegate its duties under this Agreement to
Washington Mutual, Inc. or any other Subsidiary of Washington Mutual, Inc. or
to any purchaser of all or substantially all of Washington Mutual’s assets. The
transfer of Employee’s employment from Washington Mutual to any other
Subsidiary of Washington Mutual, Inc. or to the purchaser of all or
substantially all of the assets of Washington Mutual shall not be considered a
termination of employment, but this Agreement shall run to the benefit of, and
be binding upon, the new employer. In the event of a Change in Control, as defined
above, this Agreement shall bind, and run to the benefit of, the successor to
Washington Mutual resulting from the Change in Control.


DATED effective as of the
             day of
                    ,
            .


	
  WASHINGTON MUTUAL:

  	
   

  	
  WASHINGTON MUTUAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Daryl D. David 

  Executive Vice President 

  Corporate Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Executive]

  



 











EXHIBIT A

BINDING ARBITRATION AGREEMENT


This
Binding Arbitration Agreement is a part of, and incorporated into, that certain
Employment Agreement between the parties dated effective as of the [date]. I,
the employee who is a party to the Employment Agreement to which this Exhibit
is attached, as well as Washington Mutual, agree as follows:


1.                             Any and all disputes which involve or relate
in any way to my employment (or termination of employment) with Washington
Mutual shall be submitted to and resolved by final and binding arbitration.


2.                             Washington Mutual and I understand that by
entering into this Binding Arbitration Agreement, we are each waiving any right
we may have to file a lawsuit or other civil action or proceeding relating to
my employment with Washington Mutual, and are waiving any right we may have to
resolve employment disputes through trial by jury. We agree that arbitration
shall be in lieu of any and all lawsuits or other civil legal proceedings
relating to my employment.


3.                             This Binding Arbitration Agreement is
intended to cover all civil claims which involve or relate in any way to my
employment (or termination of employment) with Washington Mutual, including,
but not limited to, claims of employment discrimination or harassment on the
basis of race, sex, age, religion, color, national origin, sexual orientation,
disability and veteran status (including claims under Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the Employee Retirement Income Security Act (“ERISA”),
the Fair Labor Standards Act, the Immigration Reform and Control Act and any
other local, state or federal law concerning employment or employment
discrimination), claims based on violation of public policy or statute, and
claims against individuals or entities employed by, acting on behalf of, or
affiliated with Washington Mutual. However, ERISA plan benefit issues and
claims for workers compensation or for unemployment compensation benefits are
not covered by this Binding Arbitration Agreement. The statutes of limitations
otherwise applicable under law shall apply to all claims made in the
arbitration.


4.                             I understand and agree that despite anything
in this Binding Arbitration Agreement to the contrary, I am not waiving the
right to file or institute a complaint or charge with any government agency
authorized to investigate or resolve employment-related matters, including but
not limited to the United States Equal Employment Opportunity Commission, the
Department of Labor, the Occupational Safety and Health Administration, the
National Labor Relations Board, the Office of Special Counsel for Unfair
Immigration-Related Employment Practices or other appropriate immigration
authorities, and any other comparable local, state or federal agency. I also
understand and agree that despite anything in this Binding Arbitration
Agreement to the contrary, either party may request a court to issue such
temporary or interim relief (including temporary restraining orders and
preliminary injunctions) as may be appropriate, either before or after
arbitration is commenced. The temporary or interim relief may remain in











effect pending the outcome
of arbitration. No such request shall be a waiver of the right to submit any
dispute to arbitration.


5.                             This Binding Arbitration Agreement does not
constitute an employment contract, require discharge only for cause, or require
any particular corrective action or discharge procedures.


6.                             Arbitration under this Binding Arbitration
Agreement shall be conducted before a single arbitrator and shall take place
within the state where I am currently employed by Washington Mutual, or where I
was so employed at the time of termination.


7.                             In order to initiate arbitration, Washington
Mutual or I must so notify the other party in writing of their decision to
initiate arbitration, either by personal delivery or certified mail. The
notification should include the following information about the employee: name,
home address, work address, work and home phone number, and the following
information about the occurrence: date, location, nature of the claims or
dispute, facts upon which the claims are made, and remedy requested. Any notice
of arbitration initiated by Washington Mutual shall be sent to my last known
residence address as reflected in my personnel file at Washington Mutual.
Notice of arbitration initiated by me shall be sent to Washington Mutual’s
General Counsel. The General Counsel’s address is currently Washington Mutual,
1201 Third Avenue, WMT 1706, Seattle, Washington 98101.


8.                             Within thirty (30) days after receipt of
notice of arbitration, Washington Mutual and I will attempt to agree upon a
mutually acceptable arbitrator. If Washington Mutual and I are unable to agree
upon an arbitrator, we will submit the dispute to the American Arbitration
Association (“AAA”). If AAA is, for some reason, unable or unwilling to accept
the matter, we will submit the matter to a comparable arbitration service. The
arbitration shall be conducted in accordance with the laws of the state in
which the arbitration is conducted and the rules and requirements of the
arbitration service being utilized, to the extent that such rules and
requirements do not conflict with the terms of this Binding Arbitration
Agreement.


9.                             At the request of either Washington Mutual or
myself, the arbitrator will schedule a pre-hearing conference to, among other
things, agree on procedural matters, obtain stipulations, and attempt to narrow
the issues.


10.                       During the arbitration process, Washington
Mutual and I may each make a written demand on the other for a list of
witnesses, including experts, to be called and/or copies of documents to be
introduced at the hearing. The demand must be served at least thirty (30) days
prior to the hearing. The list and copies of documents must be delivered within
twenty-five (25) days of service of the demand.


11.                       Either party shall be entitled to conduct a
limited amount of discovery prior to the arbitration hearing. Either party may
take a maximum of two (2) depositions. Either party may apply to the arbitrator
for further discovery. Such further discovery may, in the discretion of the
arbitrator, be awarded upon a showing of sufficient cause. If any documents to
be produced or











requested for production
contain or refer to matters which are private, proprietary and/or confidential,
the arbitrator shall make an appropriate protective order prohibiting or
limiting use and disclosure of such documents and providing for return of
documents produced after the arbitration is concluded.


12.                       Either party may file a brief with the
arbitrator. Each brief must be served on the arbitrator and the other party at
least five (5) working days prior to the hearing, and if not timely served must
be disregarded by the arbitrator. The brief shall specify the facts the party
intends to prove, analyze the applicable law or policy, and specify the remedy
sought. At the close of the hearing, each party shall be given leave to file a
post-hearing brief. The time for filing the post-hearing brief shall be set by
the arbitrator.


13.                       I understand that, at my expense, I have the
right to hire an attorney to represent me in the arbitration, and Washington
Mutual has that same right. I also understand that all parties shall have the
right to present evidence at the arbitration, through testimony and documents,
and to cross-examine witnesses called by another party. Each party agrees to
pay the fees of any witnesses testifying at that party’s request. Each party
also agrees to pay the cost of any stenographic record of the arbitration
hearing should that party request any such record. The requesting party must
notify the other of such arrangements at least two (2) working days in advance
of the hearing.


14.                       Any postponement or cancellation fee imposed
by the arbitration service will be paid by the party requesting the
postponement or cancellation. During the time the arbitration proceedings are
ongoing, Washington Mutual will advance any required administrative or
arbitrator’s fees. Each party will pay its own witness fees.


15.                       At the conclusion of the arbitration, each
party agrees to promptly pay any arbitration award against it.


16.                       We agree that the decision of the arbitrator
shall be final and binding on all parties and shall be the exclusive remedy of
the parties. The arbitrator shall issue a written and signed statement of the basis
of his or her decision, including findings of fact and conclusions of law. In
making the decision and award, if any, the arbitrator shall apply applicable
substantive law. The arbitrator may only award any remedy that would have been
available in court. The decision and award, if any, shall be consistent with
the terms of this Binding Arbitration Agreement and shall include an allocation
of the costs of the arbitration proceeding between the parties.


17.                       This Binding Arbitration Agreement may be
enforced by a court of competent jurisdiction through the filing of a petition
to compel arbitration, or otherwise. The decision and award of the arbitrator
may also be judicially enforced pursuant to applicable law.


18.                       Because of the interstate nature of Washington
Mutual’s business, this Binding Arbitration Agreement is governed by the
Federal Arbitration Act, 9 U.S.C. §1 et seq. (the “FAA”). The provisions of the
FAA (and to the extent not preempted by the FAA, the provisions of the law of
the state of my principal place of employment with Washington Mutual that











generally apply to
commercial arbitration agreements, such as provisions granting stays of court
actions pending arbitration) are incorporated into this Binding Arbitration
Agreement to the extent not inconsistent with the other terms of this Binding
Arbitration Agreement.


19.                       We agree that if any provision of this
Binding Arbitration Agreement is found to be unenforceable to any extent or in
violation of any statute, rule, regulation or common law, it will not affect
the enforceability of the remaining provisions and the court shall enforce the
affected provision and all remaining provisions to the fullest extent permitted
by law.


20.                       This Binding Arbitration Agreement shall
remain in full force and effect at all times during and subsequent to my
employment with Washington Mutual, or any successor in interest to Washington
Mutual.