EXHIBIT
10.9


WASHINGTON
MUTUAL, INC.


RESOLUTION
OF THE HUMAN RESOURCES COMMITTEE

REGARDING WM ADVISORS, INC. AND THE DEFERRED COMPENSATION PLAN,

THE SUPPLEMENTAL EMPLOYEES’ RETIREMENT PLAN AND THE

SUPPLEMENTAL EXECUTIVE RETIREMENT ACCUMULATION PLAN


WHEREAS,
Washington Mutual, Inc. (the “Company”) sponsors the Washington Mutual, Inc.
Deferred Compensation Plan, the Supplemental Executive Retirement Accumulation
Plan (“SERAP”), and the Supplemental Employees’ Retirement Plan (“SERP”, and collectively,
the “Plans”) to provide retirement benefits to certain executives, senior
officers and highly compensated employees;


WHEREAS,
the Company has entered into an agreement whereby the Principal Life Insurance
Company (“Principal”) will acquire all of the shares of WM Advisors, Inc. (“WMAI”),
a subsidiary of Washington Mutual (the “Sale”) and will merge WMAI into
Principal;


WHEREAS,
certain current employees of WMAI are participants in one or more of the Plans
(the “Participants”);


WHEREAS,
effective immediately before the Sale, the Company desires to spin off  all of the liabilities associated with the
Participants in the Plans to new plans to be sponsored by WMAI (the “WM
Advisors Plans”), which such WM Advisors Plans shall be identical to the Plans
except that (i) references to the Company shall instead refer to WMAI where
appropriate, and (ii) all benefit accruals under the WM Advisors Plans
(including, for the avoidance of doubt, pay credits and interest credits where
applicable) shall be frozen as of the date of the Sale, and Participants’
accrued benefits shall not increase thereafter


WHEREAS,
because the liabilities under the Plans with respect to the Participants are
being spun off to WMAI and the Participants are expected to continue employment
with WMAI, no Participant will experience a “separation from service” (within
the meaning of Section 409A of the Internal Revenue Code) solely as a result of
the Sale; and


WHEREAS,
because the definition of “Compensation” in the SERP and SERAP refer to the
definition of compensation in the WaMu Pension Plan, and due to changes in the
WaMu Pension Plan, the definition in the SERP and SERAP must be amended to
avoid a reduction in benefits;


WHEREAS,
the Human Resources Committee has the authority to amend the Plans;


NOW,
THEREFORE, IT IS HEREBY RESOLVED that
the liabilities and accruals associated with the Participants in the Plans are
hereby spun off to the corresponding WM Advisors Plans, which such WM Advisors
Plans shall be identical to the Plans except that 











(i) references to the
Company shall instead refer to WMAI where appropriate, and (ii) all benefit
accruals under the WM Advisors Plans (including, for the avoidance of doubt,
pay credits and interest credits where applicable) shall be frozen as of the
date of the Sale, and Participants’ accrued benefits under the WM Advisors
Plans shall not increase thereafter; and


FURTHER
RESOLVED that, effective immediately before the Sale, the
Participants shall accrue no additional benefits under the Plans and shall have
no further rights under the Plans (including, without limitation, the right to
any payment under the Plans);


FURTHER
RESOLVED that, subject to its consent, WMAI shall be the
sponsor of the WM Advisors Plans;


FURTHER
RESOLVED, that the amendments substantially as set forth in
Attachment A are hereby adopted with respect to the WM Advisor Plans, and where
indicated in Attachment A, to the Plans.


FURTHER
RESOLVED that the Company’s Executive Vice President - Human
Resources is further authorized and directed to take any actions he deems
necessary to carry out the intent of this resolution, including but not limited
to making any changes he deems necessary to Attachment A, directing the Company’s
third party administrator to prepare any necessary documents and records, to notify
the Participants, and to collaborate with employees and outside counsel of
Principal.











ATTACHMENT A


AMENDMENT TO THE DEFERRED COMPENSATION PLAN


1.                                       Benefit Credits Frozen.  Effective as of the date of the closing of
the sale of WM Advisors, Inc. to Principal (the “Closing”), there shall be no
further credits under Section 4 of the Plan with respect to any participants
who are currently employees of WM Advisors, Inc. or Washington Mutual, Inc. and
any of its subsidiaries and who also become employees of the Principal pursuant
to an agreement between Washington Mutual, Inc. and the Principal (the “Specified
Participants”).  Any elections previously
filed by Specified Participants to defer compensation under this section shall
be null and void as of the Closing.


2.                                       Interest Credits Frozen.  Effective as of the Closing, there shall be
no further interest credits under Section 4, 3 to the accounts of any of the
Specified Participants.


3.                                       WM Advisors, Inc.  is Successor Sponsor.  Effective immediately, WM Advisors, Inc.
shall become the successor sponsor of the plan that covers the Specified
Participants, and Section 1.5 is hereby replaced in its entirety by the
following:


“Company” means WM Advisors, Inc.


In addition, the preamble is hereby amended by replacing
the last sentence of the preamble with the following:


The “Deferred Compensation Plan” was amended and
restated effective July 20, 2004 as set forth herein.  The Plan was also amended effective October
17, 2006 to spin off the portion of the Plan that applies to employees of WM
Advisors, Inc. (“WMAI”) in anticipation of the closing of the sale of WMAI to
Principal Life Insurance Company.  To
that end, benefit credits and other credits were frozen on the date of the
closing.


AMENDMENT TO THE
SUPPLEMENTAL EXECUTIVE


RETIREMENT ACCUMULATION
PLAN


1.                                       Benefit Credits Frozen.  Effective as of the date of the closing of
the sale of WM Advisors, Inc. to Principal (the “Closing”), there shall be no
further credits under Section 3.2 of the Plan with respect to any participants
who are currently employees of WM Advisors, Inc. or Washington Mutual, Inc. and
any of its subsidiaries and who also become employees of Principal pursuant to
an agreement between Washington Mutual, Inc. and Principal (the “Specified
Participants”).  Any elections previously
filed by Specified Participants to defer compensation under this section shall
be null and void as of the Closing.











2.                                       Interest Credits Frozen.  Effective as of the Closing, there shall be
no further interest credits pursuant to Section 3.3 to the accounts of any of
the Specified Participants.


4.                                       WM Advisors, Inc.  is Successor Sponsor.  Effective immediately, WM Advisors, Inc.
shall become the successor sponsor of the plan that covers the Specified
Participants, and Section 1.5 is hereby replaced in its entirety by the
following:


“Company” means WM Advisors, Inc.


In addition, the preamble
is hereby amended by replacing the last sentence of the preamble with the
following:


The “Deferred
Compensation Plan” was amended and restated effective July 20, 2004 as set
forth herein.  The Plan was also amended
effective October 17, 2006 to spin off the portion of the Plan that applies to
employees of WM Advisors, Inc. (“WMAI”) in anticipation of the closing of the
sale of WMAI to Principal Life Insurance Company.  To that end, benefit credits and other
credits were frozen on the date of the closing.


3.                                       Definition of Compensation.  The following amendment applies to both the
SERAP that was spun off and to the SERAP that continues to be sponsored by
Washington Mutual, Inc.  Section 2.6 is
replaced in it’s entirety by the following:


Compensation.   A Participant’s compensation, determined
according to the definition of “compensation” under the Pension Plan for the
Plan Year plus any amounts deferred under Section 3.1(a) of the Deferred
Compensation Plan, without regard to the limitations of section 401(a)(17) of
the Code contained in the Pension Plan, that is actually paid or made available
to the Participant during such year, less the maximum amount of compensation
that can be considered under section 401(a)(17)(A) of the Code, as adjusted by
section 401(a)(17)(B) of the Code.


AMENDMENT TO THE SUPPLEMENTAL EMPLOYEES’ RETIREMENT PLAN


1.                                       Benefit Credits Frozen.  Effective as of the date of the closing of
the sale of WM Advisors, Inc. to Principal (the “Closing”), there shall be no
further credits under Section 3.2 of the Plan with respect to any participants
who are currently employees of WM Advisors, Inc. or Washington Mutual, Inc. and
any of its subsidiaries and who also become employees of Principal pursuant to
an agreement between Washington Mutual, Inc. and Principal (the “Specified
Participants”).  Any elections previously
filed by Specified Participants to defer compensation under this section shall
be null and void as of the Closing.











2.                                       Interest Credits Frozen.  Effective as of the Closing, there shall be
no further interest credits pursuant to Section 3.3 to the accounts of any of
the Specified Participants.


5.                                       WM Advisors, Inc.  is Successor Sponsor.  Effective immediately, WM Advisors, Inc.
shall become the successor sponsor of the plan that covers the Specified
Participants, and Section 1.5 is hereby replaced in its entirety by the
following:


“Company” means WM Advisors, Inc.


In addition, the preamble is hereby amended by
replacing the last sentence of the preamble with the following:


The “Deferred Compensation Plan” was amended and
restated effective July 20, 2004 as set forth herein.  The Plan was also amended effective October
17, 2006 to spin off the portion of the Plan that applies to employees of WM
Advisors, Inc. (“WMAI”) in anticipation of the closing of the sale of WMAI to
Principal Life Insurance Company.  To
that end, benefit credits and other credits were frozen on the date of the
closing.


3.                                       Definition of Compensation.  The following amendment applies to both the
SERP that was spun off and to the SERAP that continues to be sponsored by
Washington Mutual, Inc.  Section 2.6 is
replaced in it’s entirety by the following:


Compensation.   A Participant’s compensation, determined
according to the definition of “compensation” under the Pension Plan for the
Plan Year plus any amounts deferred under Section 3.1(a) of the Deferred
Compensation Plan, without regard to the limitations of section 401(a)(17) of
the Code contained in the Pension Plan, that is actually paid or made available
to the Participant during such year, less the maximum amount of compensation
that can be considered under section 401(a)(17)(A) of the Code, as adjusted by section
401(a)(17)(B) of the Code.