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EX-4.10



                    Amendments to the Washington Mutual, Inc.
                     Retirement Savings and Investment Plan



        The RSIP is amended as follows on December 21, 1999:

        1.      Section 2.13 is restated in its entirety to read as set forth
below:

                2.13    Compensation.

                        (a)     Scope of Provision. Compensation as defined in
                this Section 2.13 shall apply for purposes of determining:

                        (1)     The identity of Highly Compensated Employees;

                        (2)     The limitation on Annual Additions;

                        (3)     The Actual Deferral Percentage;

                        (4)     The Actual Matching Percentage; and

                        (5)     The Top Heavy Plan provisions.

                        (b)     Inclusions. A Participant's Compensation
                consists of the Participant's wages, salaries, fees for personal
                services, commissions, production incentive compensation,
                bonuses and other amounts received (without regard to whether or
                not an amount is paid in cash) for personal services actually
                rendered in the course of employment with an Employer as an
                Employee and to the extent that the amounts are includible in
                gross income.

                        (c)     Exclusions. A Participant's Compensation does
                not include:

                        (1)     Severance Pay;

                        (2)     Moving expenses;

                        (3)     Long-term disability insurance payments;

                        (4)     Nonqualified deferred compensation;

                        (5)     Compensatory time;

                        (6)     Fringe benefits or amounts attributable to any
                        employee benefit plan which are not already excluded
                        under (1)-(5) above;

                        (7)     Employer contributions (i) to a plan of deferred
                        compensation to the extent such contributions are not
                        included in the gross income of the Participant for the
                        taxable year in which contributed; or (ii) on behalf of
                        the Participant to a simplified employee pension plan to
                        the extent such contributions are deductible under the
                        Code;

                        (8)     Any distributions from a plan of deferred
                        compensation whether or not such distributions are
                        includible in the gross income of the Participant when
                        distributed (except for amounts received from an
                        unfunded, nonqualified plan in the year such amounts are
                        includible in the Employee's gross income);

                        (9)     Amounts realized from the sale, exchange or
                        other disposition of stock acquired under a qualified
                        stock option;


                        (10)    Amounts not otherwise described in this section
                        2.13(c) that receive special tax benefits; and

                        (11)    Contributions made by an Employer (whether or
                        not under a salary reduction agreement) towards the
                        purchase of a 403(b) annuity contract, regardless of
                        whether the contributions are excludible from the gross
                        income of the Participant.


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                        (d)     Additional Computation Rules Regarding
                Determination of the Limitation on Annual Additions. For
                purposes of determining the limitations on Annual Additions, (i)
                amounts realized from the exercise of a nonqualified stock
                option or when restricted stock (or property) becomes freely
                transferable or no longer subject to a substantial risk of
                forfeiture, and (ii) Compensation, as defined herein, taken into
                account for a Limitation Year, is the Compensation actually paid
                or made available to the Participant during such year, as well
                as amounts not included in taxable income by reason of sections
                125 or 402(e)(3) of the Code.

                        (e)     Additional Computation Rules Regarding
                Determination of Identity of Highly Compensated Employees, the
                Actual Deferral Percentage, the Actual Matching Percentage and
                the Top Heavy Provisions. For the purposes of determining the
                identity of Highly Compensated Employees, the Actual Deferral
                Percentage, the Actual Matching Percentage and the Top Heavy
                Plan provisions, Compensation shall also include any amounts
                excluded from gross income of an Employee under sections 125,
                402(e)(3), 402(h)(1)(B), or 403(b) of the Code.

                        (f)     Statutory Limits. Effective for Plan Years
                beginning before January 1, 1994, Compensation for all purposes
                in excess of $200,000 (as adjusted at the same time and the same
                manner as under section 415(d) of the Code) shall be
                disregarded. Effective for Plan Years beginning on or after
                January 1, 1994, Compensation for all purposes in excess of
                $150,000 (adjusted as provided in section 401(a)(17)(B) of the
                Code) shall be disregarded.

        2.      Section 2.41 of the RSIP is amended by a new paragraph (27), to
read as set forth below:

                        (27)    Eligible Employees who are credited with Service
                        for service with H. F. Ahmanson & Company or its
                        affiliates may first enter the Plan on July 1, 1999.

        3.      Section 3.3(a) is amended in its entirety to read as set forth
below:

                        (a)     If he was a Participant prior to his separation
                from Service, the Plan Entry Date which is coincident with or
                which next follows the day on which he performs his first Hour
                of service as a result of his return to Service, or

        4.      Section 4.1(b) is amended by the addition of the following new
paragraph at the end of the existing provision:

                The foregoing notwithstanding, the Matching Contribution shall
                be made on behalf of each eligible Participant who is making
                Salary Deferral Contributions at a rate of less than 3 percent
                of such Participant's Considered Compensation in the percentage
                specified by the Employer. The Matching Contribution made on
                behalf of each eligible Participant who is making Salary
                Deferral Contributions at a rate of 3 percent or more of such
                Participant's Considered Compensation shall be bifurcated as
                follows:

                        (1)     At the time periodic Matching Contributions are
                        made during the year, such Participant shall receive a
                        Matching Contribution in the amount specified with
                        respect to a Salary Deferral Contribution equal to 3
                        percent of the Participant's Considered Compensation;
                        and

                        (2)     As of the end of the year, any such Participant
                        who is actively employed as of the last day of the year
                        shall receive Matching Contributions with respect to his
                        or her Salary Deferral Contributions in excess of 3
                        percent of

                        his or her Considered Compensation, in the percentage
                        specified by the Employer, to the extent such Matching
                        Contributions do not exceed the applicable limitation of
                        the Plan and the Code.


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        3.      Section 7.5 of the Plan is amended by the addition of new
paragraph (h) to read as set forth below:

                        (h)     Each Employee who has an account under the Plan
                attributable to such Employee's participation in a defined
                contribution plan maintained by H. F. Ahmanson & Company or its
                affiliates shall be vested in such account according to the
                following schedule:

                        (1)     Ahmanson Advantage Account - Company Matching
                        Account:

<TABLE>
<CAPTION>
                       Years of Vesting Service                     Percent
                       ------------------------                     Vested
                                                                    -------
<S>                                                                 <C>
                                   1                                   0%
                                   2                                  40%
                                   3                                  60%
                                   4                                  80%
                                   5                                 100%
</TABLE>

                        (2)     Coast Match Account: 100% Vested

                        (3)     HSB/Coast Rollover Account: 100% Vested

                The foregoing notwithstanding, each former employee of H. F.
                Ahmanson & Company or who terminated employment with H. F.
                Ahmanson & Company or the Company between March 17, 1998, and
                March 31, 2000 shall be fully vested in any account maintained
                on behalf of such former employee under the Plan as a result of
                the merger of the Ahmanson Advantage Account into the Plan.

        4.      Effective January 1, 2000, Section 8.1(d) is amended by the
addition of new subparagraph (6), to read as set forth below:

                        (6)     An active Employee who commenced receipt of his
                        or her Vested Accrued Benefit pursuant to a superseded
                        definition of Required Commencement Date, but whose
                        Required Commencement Date pursuant to the version of
                        Section 2.49 in effect as of January 1, 2000 has not
                        occurred, may suspend distribution of his or her Vested
                        Accrued Benefit until a subsequent Required Commencement
                        Date. Any Employee's election to suspend distribution of
                        a Vested Accrued Benefit pursuant to this Section
                        8.1(d)(6) must be made pursuant to a one-time
                        irrevocable election which is executed and will take
                        effect during such Employee's active employment with the
                        Company and satisfies such other rules and procedures as
                        the Administration Committee shall require.

        5.      Article IX is amended by addition of a new Section 9.8, to read
        as set forth below:

                9.8     Accounts Relating to Bowery Savings Plan. Amounts
                maintained in accounts under the Plan attributable to rollover
                accounts maintained under the Bowery Savings Plan may be
                withdrawn by Employees in accordance with the provisions with
                respect to inservce withdrawals of such

                accounts contained in the Bowery Savings Plan as in effect on
                December 31, 1998.

        6.      Section 1 of Appendix A is amended by removing the word "and" at
the end of subsection c, by replacing the period at the end of subsection d with
"; and", and by the addition of a new subsection e, to read as set forth below:

                        e.      H. F. Ahmanson & Company.

        Section 2.52(b) of the Washington Mutual, Inc. Retirement Savings and
Investment Plan (the "RSIP") is amended effective January 1, 2000, by the
addition of a new paragraph 6 to read as follows:

                (6) Employees who were hired by the Company in connection with
        its purchase of assets of Peoples Security Finance Company, Inc.
        ("Peoples") and who were employed by Peoples or one of its affiliates
        immediately prior to such hire shall be credited with Service for up to
        one year of service performed with Peoples or its affiliates.



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