EXHIBIT
10.8


WAMU SAVINGS PLAN


(formerly known as the “Washington Mutual, Inc. Retirement Savings and
Investment Plan”)


Amendment
No. 1


THIS
AMENDMENT to the WaMu Savings Plan (“Plan”) is made by
Washington Mutual, Inc. (“Company”).


WHEREAS,
the Company maintains the Plan for the benefit of its eligible employees; and


WHEREAS,
effective October 1, 2005, Providian Financial Corporation (“Providian”) merged
with and into the Company, and Providian National Bank (“PNB”) merged with and
into Washington Mutual Bank, FA (“WMB”); and


WHEREAS,
employees of Providian who became employees of the Company and employees of PNB
who became employees of WMB on October 1, 2005 as a result of the company
mergers were not moved to the Company payroll system until April 1, 2006; and


WHEREAS,until April 1, 2006, the former Providian and PNB employees
continued to participate in the 401(k) plan(s) that were sponsored by Providian
and PNB prior to the company mergers; and


WHEREAS,pursuant to prior approvals by the Company and Providian,
the Providian Financial Corporation 401(k) Plan (“Providian Plan”) was merged
into the Plan effective April 1, 2006; and


WHEREAS,
effective October 1, 2006, Commercial Capital Bancorp, Inc. (“CCBI”) merged
with and into the Company, and Commercial Capital Bank (“CCB”) merged with and
into WMB; and


WHEREAS,pursuant to prior approvals by the Company and CCBI, the Commercial
Capital Bancorp, Inc. 401(k) Retirement Plan (“CCBI Plan”) was merged into the
Plan effective October 1, 2006; and


WHEREAS,
the Company would like to amend the Plan to reflect the special provisions that
apply to the account balances transferred to the Plan from the CCBI Plan and
the Providian Plan as a result of those plan mergers.











NOW,
THEREFORE, THE PLAN IS HEREBY AMENDED AS FOLLOWS, EFFECTIVE AS OF THE
RESPECTIVE EFFECTIVE DATES SET FORTH BELOW:


I.              Amendment Regarding
Providian.  Effective April 1, 2006,
the Providian Plan is merged into the Plan with the Plan being the surviving
plan, and the Plan is hereby amended as follows:


1.             Any reference in
Appendix A to “Section 7.4(d)” is hereby amended to be a reference to “Sections
7.4(f) and (j)”.


2.             A new subsection (d)
is added to the end of Section 5.1, Matching Contribution, to read as
follows:


(d)           Special
provisions regarding the calculation of matching contributions for Eligible
Employees who actively participated in a plan that is merged into this Plan may
apply to matching contributions made in the year the plans are merged, as set
forth in Appendix  for a particular plan
merger.


3.             A new subsection (h)
is added to the end of Section 8.1, Vesting, to read as follows:


(h)           Special
vesting service credit and acceleration of vesting may apply to the portions of
any Accounts that are attributable to plan mergers, as set forth in Appendix A
for a particular plan merger.


4.             The last entry in
Appendix A, Provisions Related to Employees of Acquired Companies, is
amended in its entirety to read as follows:


Appendix A


Company:  Providian Financial Corporation and Providian
National Bank


 


	
  Entry Date:

  	
   

  	
  Eligible Employees who on September 30, 2005 were
  employed by Providian Financial Corporation, Providian National Bank or any
  affiliates or subsidiaries thereof and who on October 1, 2005 became employed
  by the Employer may first enter the Plan on April 1, 2006. Eligible Employees
  who were employed with WaMu Card Services (a division of Washington Mutual
  Bank, FA) any time between October 1, 2005 and April 1, 2006 may first enter
  the Plan on April 1, 2006.

  
	
   

  	
   

  	
   

  
	
  Service, In General:

  	
   

  	
  Employees who on September 30, 2005 were employed by
  Providian Financial Corporation, Providian National Bank or any affiliate or
  subsidiary thereof and who on October 1, 2005 became employed by the Employer

  



 











 


	
  

  	
   

  	
  shall, after April 1, 2006, be credited with Service
  for service with Providian Financial Corporation, Providian National Bank or
  their affiliates or subsidiaries. Such Service shall apply with respect to
  transferred Providian Plan accounts, as well as for purposes of eligibility
  for and vesting in any matching or discretionary contributions under the
  Plan. Former participants in the Providian Financial Corporation 401(k) Plan
  (“Providian Plan”) must still satisfy the service requirements to participate
  in various employer contribution portions of the Plan including, without
  limitation, the one year minimum service requirement to participate in the
  matching and discretionary profit sharing contribution portions of the Plan.

  
	
   

  	
   

  	
   

  
	
  Participant Loans:

  	
   

  	
  Acquired Participant Loans subject to Sections
  7.4(f) and (j).

  
	
   

  	
   

  	
   

  
	
  Vesting Service:

  	
   

  	
  Employees who were participants in the Providian
  Plan on March 31, 2006 and who attain a vesting anniversary date under such
  plan during the 2006 Plan Year will receive one Year of Vesting Service for
  2006 and, provided that such employees work at least 1,000 hours during the
  2006 Plan Year, shall receive an additional Year of Vesting Service. Such
  Vesting Service shall apply with respect to transferred Providian Plan
  accounts, as well as to any matching and discretionary contributions under
  the Plan.

  
	
   

  	
   

  	
   

  
	
  Accelerated Vesting:

  	
   

  	
  Providian Plan participants whose employment with
  the Employer or a Related Employer was or is involuntarily terminated between
  October 1, 2005 and March 31, 2007 shall become 100% vested in their former
  Providian Plan account balances.

  
	
   

  	
   

  	
   

  
	
  Investments and Redemption Fees:

  	
   

  	
  Investment of Providian Plan accounts are mapped to
  comparable funds offered under the Plan and any applicable redemption fee or
  charges associated with the liquidation of the Providian Plan investment
  funds shall be borne by the Participants.

  
	
   

  	
   

  	
   

  
	
  Account Mapping

  	
   

  	
  Providian Plan accounts are mapped to comparable
  accounts defined under the Plan. Specifically, Providian Plan after-tax
  account balances are mapped to a grandfathered/acquired after-tax account
  under the Plan.The Flex Credit contribution account was mapped to the pre-tax
  employee elective deferral account. Amounts transferred from the non-safe
  harbor matching contribution and employer retirement contribution (i.e.,
  profit sharing) accounts continue to be subject to the vesting schedules that
  applied to such accounts under the

  



 











 


	
  

  	
   

  	
  Providian Plan.

  
	
   

  	
   

  	
   

  
	
  True-Up of Company Match:

  	
   

  	
  Matching contributions made to the Providian Plan
  under the Providian Plan matching formula for the period between January 1
  and March 31, 2006 were trued up per pay period until March 31, 2006. With
  respect to the 2006 Plan Year, matching contributions made to the Plan for
  the period between April 1 and December 31, 2006 for Eligible Employees who
  participated in the Providian Plan any time between January 1 and March 31,
  2006 were made according to the matching formula set forth in Section 5.1 of
  this Plan, with the annual true up calculation made taking into account
  Considered Compensation under this Plan for the entire 2006 Plan Year and
  matching contributions made to the Providian Plan and to this Plan for the
  2006 Plan Year. Eligible Employees who were former Providian Plan participants
  did not receive matching contributions in this Plan unless they otherwise
  satisfied the one Year of Eligibility Service requirement set forth in
  Section 3.1(b) of the Plan.

  



 


II.            Amendment Regarding
CCBI.  Effective October 1, 2006, the
CCBI Plan is merged into the Plan with the Plan being the surviving plan, and
the Plan is hereby amended as follows:


4.             Appendix A, Provisions
Related to Employees of Acquired Companies, is amended by the insertion of
the following after the last entry thereof:


Appendix A


Company:  Commercial Capital Bancorp, Inc. and
Commercial Capital Bank


 


	
  Entry Date:

  	
   

  	
  Eligible Employees who on September 30, 2006 were
  employed by Commercial Capital Bancorp, Inc., Commercial Capital Bank or any
  affiliates or subsidiaries thereof and who on October 1, 2006 became employed
  by the Employer may first enter the Plan on October 1, 2006.

  
	
   

  	
   

  	
   

  
	
  Service, In
  General:

  	
   

  	
  Employees who on September 30, 2006 were employed by
  Commercial Capital Bancorp, Inc., Commercial Capital Bank or any affiliates
  or subsidiaries thereof (“CCBI”) and who on October 1, 2006 became employed
  by the Employer shall be credited with Service for service with CCBI.
  Regardless of whether or not a former employee of CCBI receives prior service
  credit pursuant to the immediately preceding sentence, all Employees who
  previously worked for CCBI (including, 

  



 











 


	
  

  	
   

  	
  without limitation, individuals who were active or
  inactive participants in the Commercial Capital Bancorp, Inc. 401(k) Retirement
  Plan (“CCBI Plan”) on September 30, 2006) must satisfy the service
  requirements of this Plan to participate in various employer contribution
  portions of the Plan including, without limitation, the one year minimum
  service requirement to participate in the matching and discretionary profit
  sharing contribution portions of the Plan.

  
	
   

  	
   

  	
   

  
	
  Participant
  Loans:

  	
   

  	
  Acquired Participant Loans subject to Sections
  7.4(f) and (j).

  
	
   

  	
   

  	
   

  
	
  Accelerated
  Vesting:

  	
   

  	
  Effective October 1, 2006, CCBI Plan participants
  who on that date became employed by the Employer were 100% vested in their
  CCBI Plan account balances. For CCBI Plan participants who terminated
  employment with CCBI before October 1, 2006 and become employed with the
  Employer after October 1, 2006 and have Plan accounts that were transferred
  from the CCBI Plan and that were subject to a the following vesting schedule,
  (1 yr. - 25%, 2 yrs. - 50% 3 yrs. -100%), such accounts subject shall instead
  be subject to the following more accelerated vesting schedule, (1 year -
  33.33% 2 yrs. - 66.67% and 3 yrs. - 100%).

  
	
   

  	
   

  	
   

  
	
  Elimination of
  Annuity and Installment Options

  	
   

  	
  Effective October 1, 2006, all annuity and
  installment distribution forms previously available under the CCBI Plan shall
  be eliminated.

  



 


 


This amendment is adopted and executed this                           
day of November, 2006.


	
  

  	
  WASHINGTON MUTUAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Daryl D. David

  	
   

  
	
   

  	
   

  	
  Executive V.P. – Human Resources

  	
   

  



 















SECOND
AMENDMENT


WAMU SAVINGS PLAN


(As
Amended and Restated as of January 1, 2006)


WHEREAS,
Washington Mutual, Inc. (the “Company”) sponsors and maintains the WaMu Savings
Plan, as amended and restated as of January 1, 2006 (the “Plan”) and as
subsequently amended; and


WHEREAS,
the Company has the right to amend the Plan pursuant to Section 13.1 of
the Plan; and


WHEREAS, the Company desires to amend the Plan to comply
with the final regulations under Code Sections 401(k) and 401(m).


NOW
THEREFORE, the Plan is hereby amended effective as of January 1, 2006, as
follows:


1.             Section 6.3(a)(ii) of
the Plan is amended in its entirety to read as follows:


“(ii)         The ADP for a Plan Year for the group of
Eligible Employees who are Highly Compensated Employees (i) is not more than
two percentage points higher than the ADP for the current Plan Year for all
other Eligible Employees and (ii) does not exceed the ADP for the current Plan
Year for all other Eligible Employees multiplied by two.”


2.             Section 6.3(b)(ii) of
the Plan is amended in its entirety to read as follows:


“(ii)         The ACP for a Plan Year for the group of
Eligible Employees who are Highly Compensated Employees (i) is not more than
two percentage points higher than the ACP for the current Plan Year for all
other Eligible Employees and (ii) does not exceed the ACP for the current Plan
Year for all other Eligible Employees multiplied by two.”











3.             Section
6.4(c) of the Plan is amended in its entirety to read as follows:


“(c)         Qualified Non-Elective
Employer Contributions


The Committee may,
in its sole discretion, elect to make additional non-elective contributions to
the Plan on behalf of some or all of the Eligible Employees who are not Highly
Compensated Employees to the extent necessary to satisfy the ADP nondiscrimination
test.  Such additional contributions may
be made in accordance with Code Section 401(k) and the regulations
promulgated thereunder, using a reasonable methodology acceptable to the
Committee that favors non-Highly Compensated Employees.”


4.             Section 6.4(d) of the
Plan is amended in its entirety to read as follows:


“(d)         Return
of Excess Contributions


An ADP excess
contribution exists if contributions under this Plan on behalf of Highly
Compensated Employees fail to meet the ADP test described in Section
6.3(a).  Within twelve months after the
end of the Plan Year for which there is an excess, contributions which exceed
the ADP limitation, adjusted for earnings and losses, less amounts previously
returned pursuant, shall be distributed to Highly Compensated Employees.  The amount distributed shall include
investment earnings, gains or losses for the period between the end of the Plan
Year and the date of distribution (i.e., the “gap period”).  Each Highly Compensated Employee’s deferral
shall be reduced in the order of those Highly Compensated Employees with the
largest dollar amount deferred.  Also, if
such amount is returned to a Participant within 21⁄2 months after the end of the
calendar year, such amount shall be reported as taxable income in the preceding
calendar year.  Notwithstanding the
foregoing, the Plan Administrator may choose any other correction method
prescribed by the Secretary of the Treasury, Internal Revenue Service or in the
Code or tax regulations to the extent such choice is allowed thereunder.”


5.             Section 7.3(b)(i) of
the Plan is amended in its entirety to read as follows:


Expenses for (or necessary to obtain) medical care
that would be deductible under Code section 213(d) (determined without
regard to whether the expenses exceed 7.5% of adjusted gross income).











6.             Section 7.3(b)(iii)
of the Plan is amended in its entirety to read as follows:


Payment of tuition and related educational fees, and
room and board expenses, for up to the next 12 months of post-secondary
education for the Participant, the Participant’s spouse, children or dependents
(as defined in Code section 152 without regard to section 152(b)(1), (b)(2) and
(d)(1)(B)).


IN
WITNESS WHEREOF, the Company has caused this Second Amendment to be executed as
of this                                
day of December, 2006.


	
   

  	
  WASHINGTON MUTUAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its: