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Exhibit 4.7    
  


GUARANTEE AGREEMENT 


Between



Washington Mutual, Inc.,

as Guarantor



And



The Bank of New York,

as Guarantee Trustee



Dated as of April 30, 2001 









 
 

Table of Contents    
  



	 
	 	 
	 	Page

	ARTICLE I DEFINITIONS AND INTERPRETATION	 	1
	

 	
 	

SECTION 1.1. Interpretation	
 	

1
	 	 	SECTION 1.2. Definitions	 	1
	ARTICLE II TRUST INDENTURE ACT	 	4
	

 	
 	

SECTION 2.1. Trust Indenture Act, Application	
 	

4
	 	 	SECTION 2.2. Lists of Holders of Securities	 	4
	 	 	SECTION 2.3. Reports by the Guarantee Trustee	 	4
	 	 	SECTION 2.4. Periodic Reports to the Guarantee Trustee	 	5
	 	 	SECTION 2.5. Evidence of Compliance with Conditions Precedent	 	5
	 	 	SECTION 2.6. Events of Default; Waiver	 	5
	 	 	SECTION 2.7. Event of Default; Notice	 	5
	 	 	SECTION 2.8. Conflicting Interests	 	5
	 	 	SECTION 2.9. Disclosure of Information	 	5
	 	 	SECTION 2.10. Guarantee Trustee May File Proofs of Claim	 	5
	

ARTICLE III POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE	
 	

6
	

 	
 	

SECTION 3.1. Powers and Duties of the Guarantee Trustee	
 	

6
	 	 	SECTION 3.2. Certain Rights of Guarantee Trustee	 	7
	 	 	SECTION 3.3. Not Responsible for Recitals or Issuance of Guarantee	 	8
	

ARTICLE IV GUARANTEE TRUSTEE	
 	

8
	

 	
 	

SECTION 4.1. Guarantee Trustee: Eligibility	
 	

8
	 	 	SECTION 4.2. Appointment, Removal and Resignation of Guarantee Trustee	 	9
	

ARTICLE V GUARANTEE	
 	

9
	

 	
 	

SECTION 5.1. Guarantee	
 	

9
	 	 	SECTION 5.2. Waiver of Notice and Demand	 	10
	 	 	SECTION 5.3. Obligations Not Affected	 	10
	 	 	SECTION 5.4. Rights of Holders	 	10
	 	 	SECTION 5.5. Guarantee of Payment	 	11
	 	 	SECTION 5.6. Subrogation	 	11
	 	 	SECTION 5.7. Independent Obligations	 	11
	

ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION	
 	

11
	

 	
 	

SECTION 6.1. Limitation of Transactions	
 	

11
	 	 	SECTION 6.2. Ranking	 	12
	

ARTICLE VII TERMINATION	
 	

12
	

 	
 	

SECTION 7.1. Termination	
 	

12
	

ARTICLE VIII INDEMNIFICATION	
 	

13
	

 	
 	

SECTION 8.1. Exculpation	
 	

13
	 	 	SECTION 8.2. Indemnification	 	13
	

ARTICLE IX MISCELLANEOUS	
 	

13
	

 	
 	

SECTION 9.1. Successors and Assigns	
 	

13
	 	 	SECTION 9.2. Amendments	 	13
	 	 	SECTION 9.3. Notices	 	13
	 	 	SECTION 9.4. Benefit	 	14
	 	 	SECTION 9.5. Governing Law	 	14
	 	 	SECTION 9.6. Counterparts	 	14







 

    This GUARANTEE AGREEMENT (the "Guarantee"), dated as of April 30, 2001, is executed and delivered by Washington Mutual, Inc., a Washington corporation
(the "Guarantor"), and The Bank of New York, a New York banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the
Securities (as defined herein) of Washington Mutual Capital 2001, a Delaware statutory business trust (the "Issuer"). 



    WHEREAS,
pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), dated as of April 23, 2001, among the Guarantor, as Sponsor, Diane L. Kelleher, Craig S.
Davis and William A. Longbrake, as the initial Administrative Trustees, The Bank of New York, as the initial Property Trustee, and The Bank of New York (Delaware), as the initial Delaware Trustee, the
Issuer is issuing on the date hereof 20,000,000 (or 23,000,000 if the Underwriters's option with respect to the Units (as defined below) is exercised in full) preferred securities, stated liquidation
amount of $50 per preferred security, having an aggregate stated liquidation amount of $1,000,000,000 (or $1,150,000,000 if the Underwriters's option with respect to the Units is exercised in full),
such preferred securities being designated the Preferred Securities (the "Preferred Securities") and 618,600 (or 690,000 if the Underwriters's over-allotment option with respect to the
Units is exercised in full) common securities, stated liquidation amount of $50 per common security, having an aggregate stated liquidation amount of $30,930,000 (or $34,500,000) if the Underwriters's
option with respect to the Units is exercised in full), such common securities being designated the Common Securities (the "Common Securities" and, together with the Preferred Securities, the
"Securities"); and 


    WHEREAS,
as incentive for the Holders to purchase the Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay in
full to the Holders the Guarantee Payments (as defined below) and to make certain other payments on the terms and conditions set forth herein. 



    NOW,
THEREFORE, in consideration of the purchase by each Holder, which purchase the Guarantor hereby acknowledges shall benefit the Guarantor, the Guarantor executes and delivers this
Guarantee for the benefit of the Holders. 


 
 

ARTICLE I
  DEFINITIONS AND INTERPRETATION    
  


    SECTION 1.1.  Interpretation  



    In
this Guarantee, unless the context otherwise requires: 


    (a) capitalized
terms used in this Guarantee but not defined in the preamble above have the respective meanings assigned to them in Section 1.2; 


    (b) terms
defined in the Declaration as at the date of execution of this Guarantee have the same meaning when used in this Guarantee unless otherwise defined in this
Guarantee; 


    (c) a
term defined anywhere in this Guarantee has the same meaning throughout; 


    (d) all
references to "this Guarantee" are to this Guarantee as modified, supplemented or amended from time to time; 


    (e) all
references in this Guarantee to Articles and Sections are to Articles and Sections of this Guarantee, unless otherwise specified; 


    (f)  a
term defined in the Trust Indenture Act has the same meaning when used in this Guarantee, unless otherwise defined in this Guarantee or unless the context
otherwise requires; and 



    (g) a
reference to the singular includes the plural and vice versa. 


    SECTION 1.2.  Definitions  


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    The following terms have the following meanings: 


    "Accreted Value" has the meaning set forth in the Declaration. 



    "Affiliate" has the same meaning as given to that term in Rule 405 under the Securities Act of 1933, as amended, or any
successor rule thereunder. 


    "Business Day" has the meaning set forth in the Declaration. 


    "Change of Control Repurchase Price" has the meaning set forth in the Declaration. 


    "Common Securities" has the meaning set forth in the Recitals hereto. 



    "Corporate Trust Office" means the office of the Guarantee Trustee at which the corporate trust business of the Guarantee Trustee
shall, at any particular time, be principally administered, which office at the date of execution of this Agreement is located at 101 Barclay Street, 21 West, New York, New York 10286. 


    "Covered Person" means any Holder or beneficial owner of Securities. 


    "Debenture Issuer" has the meaning set forth in the Declaration. 


    "Debenture Trustee" has the meaning set forth in the Declaration. 



    "Debentures" means the series of subordinated debt securities of the Guarantor designated the 5.375% Junior Subordinated Deferrable
Interest Debentures due July 1, 2041 to be purchased by the Issuer and held by the Property Trustee. 


    "Declaration" has the meaning set forth in the Recitals hereto. 


    "Event of Default" means a failure by the Guarantor to perform any of its payment or other obligations under this Guarantee. 



    "First Supplemental Indenture" means the First Supplemental Indenture, dated as of April 30, 2001, between the Debenture Issuer
and the Debenture Trustee, 


    "Guarantee Payments" means the following payments or distributions, without duplication, with respect to the Securities, to the extent
not paid or made by the Issuer: 


    (i)  any
accumulated and unpaid Distributions (as defined in the Declaration) that are required to be paid on such Securities to the extent the Issuer has funds legally
available therefor; 


    (ii) the
Redemption Price (as defined in the Declaration), with respect to the Securities in respect of which the related Debentures have been repaid at maturity, to
the extent the Issuer has funds legally available therefor; 


    (iii) the
Change of Control Repurchase Price (as defined in the Declaration), with respect to the Preferred Securities of Holders which exercised their right pursuant
to Section 6.8 of the Declaration to require the Trust to exchange their Preferred Securities for Debentures and require the Debenture Issuer to repurchase the Debentures which they have
received in exchange for their Preferred Securities, to the extent the Issuer has funds legally available therefor; and 



    (iv) upon
a voluntary or involuntary dissolution, termination and liquidation of the Issuer (other than in connection with the distribution of Debentures to the Holders
in exchange for Securities as provided in the Declaration), the lesser of: 



    (a) the
aggregate Accreted Value of the Securities plus all accumulated and unpaid Distributions on the Securities to the date of payment, to the extent the Issuer has
funds legally available therefor; and 



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    (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer. 




    "Guarantee Trustee" means The Bank of New York, a New York banking corporation, until a Successor Guarantee Trustee has been appointed
and has accepted such appointment pursuant to the terms of this Guarantee and thereafter means each such Successor Guarantee Trustee. 



    "Guarantor" has the meaning set forth in the Recitals hereto. 


    "Holder" has the meaning given such term in the Declaration. 


    "Indemnified Person" means the Guarantee Trustee, any Affiliate of the Guarantee Trustee, or any officers, directors, shareholders,
members, partners, employees, representatives, nominees, custodians or agents of the Guarantee Trustee. 


    "Indenture" means the Indenture, dated as of April 30, 2001, between the Guarantor, as Debenture Issuer, and the Debenture
Trustee, as trustee, as amended or supplemented from time to time, including the First Supplemental Indenture, dated as of April 30, 2001, between the Debenture Issuer and the Debenture
Trustee, pursuant to which the Debentures are to be issued. 


    "Indenture Event of Default" means any event specified in Section 2.10 of the First Supplemental Indenture. 


    "Issue" has the meaning set forth in the Recitals hereto. 


    "Majority in Liquidation Amount" means, except as provided by the Trust Indenture Act, a vote by Holders of outstanding Securities
voting together as a single class or, as the context may require, the Holders of outstanding Preferred Securities or the Holders of outstanding Common Securities, voting separately as a class, who are
the record owners of more than 50% of the aggregate stated liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined) of all outstanding Securities or all outstanding Securities of the relevant class, as the case may be. 


    "Officers' Certificate" means, with respect to any person, a certificate signed by the Chairman, a Vice Chairman, the Chief Executive
Officer, the President, a Vice President, the Chief Accounting Officer, and the Secretary or an Assistant Secretary of the Guarantor. Any Officers' Certificate delivered with respect to compliance
with a condition or covenant provided for in this Guarantee (other than pursuant to Section 314(a)(4) of the Trust Indenture Act) shall include: 



	(a)
	a
statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating thereto;



	(b)
	a
brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate;



	(c)
	a
statement that each such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed opinion as to
whether or not such covenant or condition has been complied with; and



	(d)
	a
statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with. 




    "Other Debentures" means all junior subordinated debentures issued by the Guarantor from time to time and sold to any other trust,
partnership or other entity affiliated with the Guarantor that is a financing vehicle of the Guarantor, if any, in each case similar to the Issuer. 



    "Other Guarantees" means all guarantees to be issued by the Guarantor with respect to capital securities, if any, similar to the
Securities issued by any other trust, partnership or other entity affiliated 


3





 


with the Guarantor that is a financing vehicle of the Guarantor, if any, in each case similar to the Issuer. 


    "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. 


    "Preferred Securities" has the meaning set forth in the Recitals hereto. 


    "Property Trustee" has the meaning set forth in the Declaration. 


    "Pro Rata" has the meaning set forth in the Declaration. 



    "Redemption Price" has the meaning set forth in the Declaration. 


    "Repurchase Price" has the meaning set forth in the Declaration. 


    "Responsible Officer" means any officer within the Corporate Trust Office of the Guarantee Trustee, including any vice president, any
assistant vice president, any assistant secretary, the treasurer, any assistant treasurer or other officer of the Corporate Trust Office of the Guarantee Trustee customarily performing functions
similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of
that officer's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 


    "Securities" has the meaning set forth in the Recitals hereto. 


    "Successor Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under
Section 4. 1. 


    "Trust Enforcement Event" has the meaning given such term in the Declaration. 



    "Trust Indenture Act" means the Trust Indenture Act of 1939, or any successor legislation, in each case, as amended. 


    "Unit" has the meaning set forth in the Declaration. 


 
 

ARTICLE II
  TRUST INDENTURE ACT    
  


    SECTION 2.1.  Trust Indenture Act, Application  


    (a) This
Guarantee is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee and shall be governed, to the extent
applicable, by such provisions; and 


    (b) if
and to the extent that any provision of this Guarantee limits, qualifies or conflicts with the duties imposed by Section 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control. 


    SECTION 2.2.  Lists of Holders of Securities  


    (a) The
Guarantor shall provide the Guarantee Trustee (unless the Guarantee Trustee is otherwise the registrar of the Securities) with a list, in such form as the
Guarantee Trustee may reasonably require, of the names and addresses of the Holders ("List of Holders"): 



    (i)  as
of the record date relating to the payment of any Guarantee Payment, at least one Business Day prior to the date for payment of such Guarantee Payment, except
while the Preferred Securities are represented by one or more Global Preferred Securities; and 



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    (ii) at any other time, within 30 days of receipt by the Guarantor of a written request from the Guarantee Trustee for a List of folders as of a date no more
than fifteen days before such List of Holders is given to the Guarantee Trustee. 




If
at any time the List of Holders does not differ from the most recent List of Holders provided to the Guarantee Trustee by the Guarantor, the Guarantor shall not be obligated to provide such List of
Holders. The Guarantee Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in Lists of Holders given to it, provided that the Guarantee Trustee may
destroy any List of Holders previously given to it on receipt of a new List of Holders. 


    (b) The
Guarantee Trustee shall comply with its obligations under, and shall be entitled to the benefits of, Sections 311(a), 311(b) and Section 312(b) of the
Trust Indenture Act. 


    SECTION 2.3.  Reports by the Guarantee Trustee  


    Within
60 days after May 15 of each year (commencing with the first anniversary of the issuance of the Preferred Securities), the Guarantee Trustee shall provide to the
Holders of the Preferred Securities such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the
manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the other requirements of Section 313 of the Trust Indenture Act. 


    SECTION 2.4.  Periodic Reports to the Guarantee Trustee  


    The
Guarantor shall provide to the Guarantee Trustee such documents, reports and information as required by Section 314, if any, and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. 


    SECTION 2.5.  Evidence of Compliance with Conditions Precedent  


    The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Guarantee that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate. 


    SECTION 2.6.  Events of Default; Waiver  


    The
Holders of a Majority in Liquidation Amount of the Securities may, by vote, on behalf of all Holders, waive any past Event of Default and its consequences. Upon such waiver, any
such Event of Default shall cease to exist, and any Event of Default arising there from shall be deemed to have been cured, for every purpose of this Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent thereon. 


    SECTION 2.7.  Event of Default; Notice  


    (a) The
Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, mail by first class postage prepaid, to all Holders, notices of all
Events of Default actually known to a Responsible Officer, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of default in the payment of any
Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or a
Responsible Officer in good faith determines that the withholding of such notice is in the interests of the Holders. 



    (b) The
Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice from the
Guarantor, or a Responsible Officer charged with the administration of the Declaration shall have obtained actual knowledge, of such Event of Default. 


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    SECTION 2.8.  Conflicting Interests  



    The
Declaration and the Indenture shall be deemed to be specifically described in this Guarantee for the purposes of clause (I) of the first proviso contained in
Section 310(b) of the Trust Indenture Act. 


    SECTION 2.9.  Disclosure of Information  


    The
disclosure of information as to the names and addresses of the Holders of the Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source
from which such information was derived, shall not be deemed to be a violation of any existing law, or any law hereafter enacted which does not specifically refer to Section 312 of the Trust
Indenture Act, nor shall the Guarantee Trustee be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. 


    SECTION 2.10.  Guarantee Trustee May File Proofs of Claim  


    Upon
the occurrence of an Event of Default, the Guarantee Trustee is hereby authorized, but shall not be obligated, to: 


    (a) recover
judgment, in its own name and as trustee of an express trust, against the Guarantor for the whole amount of any Guarantee Payments remaining unpaid; and 



    (b) file
such proofs of claim and other papers or documents as may be necessary or advisable in order to have its claims and those of the Holders allowed in any
judicial proceedings relative to the Guarantor, its creditors or its property. 


 
 

ARTICLE III
  POWERS, DUTIES AND RIGHTS OF
  GUARANTEE TRUSTEE    
  


    SECTION 3.1.  Powers and Duties of the Guarantee Trustee  



    (a) This
Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee to any Person
except a Holder exercising his or her rights pursuant to Section 5.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee pursuant to Section 4.2. The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, and such vesting and
succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee. 



    (b) If
an Event of Default actually known to a Responsible Officer has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the benefit of
the Holders. 


    (c) The
Guarantee Trustee, before the occurrence of any Event of Default and after the cure or waiver of all Events of Default that may have occurred, shall undertake
to perform only such duties as are specifically set forth in this Guarantee, and no implied covenants shall be read into this Guarantee against the Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer, the Guarantee Trustee shall exercise such of the rights and powers vested in
it by this Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 


    (d) No
provision of this Guarantee shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that: 


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     (i) prior
to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: 



    (A) the
duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee, and the Guarantee Trustee shall not be
liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee, and no implied covenants or obligations shall be read into this Guarantee against the
Guarantee Trustee; and 


    (B) in
the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee; but in the case of any such certificates
or opinions that by any provision hereof are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Guarantee; 




    (ii) the
Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Guarantee
Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; 


    (iii) the
Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the
Holders of a Majority in Liquidation Amount of the Securities relating to the time, method and place of conducting any proceeding, for any remedy available to the Guarantee Trustee in respect of this
Guarantee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee; and 


    (iv) no
provision of this Guarantee shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Guarantee or indemnity, reasonably satisfactory to the Guarantee Trustee, against such risk or liability is not reasonably assured to it. 




    SECTION 3.2.  Certain Rights of Guarantee Trustee  


    (a) Subject
to the provisions of Section 3.1: 



     (i) The
Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. 


    (ii) Any
direction or act of the Guarantor contemplated by this Guarantee may be sufficiently evidenced by an Officers' Certificate. 


    (iii) Whenever,
in the administration of this Guarantee, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering
or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an
Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor. 


    (iv) The
Guarantee Trustee shall have no duty to record, file or register any instrument (or any duty to rerecord, refile or reregister such instrument). 



7





 


    (v) The Guarantee Trustee may consult with counsel of its selection or other experts of its selection, and the advice or opinion of such counsel with respect to legal
matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such
counsel may be counsel to the Guarantor or any of its Affiliates and may include any of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the
administration of this Guarantee from any court of competent jurisdiction. 


    (vi) The
Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the request or direction of any
Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity, reasonably satisfactory to the Guarantee Trustee, against the costs, expenses (including attorneys'
fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Guarantee Trustee; provided that, nothing contained in this Section 3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee. 


   (vii) The
Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but
the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. 


   (viii) The
Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees,
custodians or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 



    (ix) Any
action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be
sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms
and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action. 



    (A) Whenever
in the administration of this Guarantee the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right
or taking any other action hereunder, the Guarantee Trustee: 


    (B) may
request instructions from the Holders of a Majority in liquidation amount of the Preferred Securities; 


    (C) may
refrain from enforcing such remedy or right or taking such other action until such instructions are received; and 


    (D) shall
be protected in conclusively relying on or acting in accordance with such instructions. 




    (x) The
Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon it by this Guarantee. 




    (b) No
provision of this Guarantee shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power,
duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall 


8





 


be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to
the Guarantee Trustee shall be construed to be a duty. 


    SECTION 3.3.  Not Responsible for Recitals or Issuance of Guarantee  


    (a) The
recitals contained in this Guarantee shall be taken as the statements of the Guarantor, and the Guarantee Trustee does not assume any responsibility for their
correctness. The Guarantee Trustee makes no representation as to the validity or sufficiency of this Guarantee. 


 
 

ARTICLE IV
  GUARANTEE TRUSTEE    
  


    SECTION 4.1.  Guarantee Trustee: Eligibility  


    (a) There
shall at all times be a Guarantee Trustee which shall: 



     (i) not
be an Affiliate of the Guarantor; and 


    (ii) be
a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a
corporation or Person permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State, Territorial or District of Columbia
authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the
purposes of this Section 4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. 




    (b) If
at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner
and with the effect set out in Section 4.2(c). 


    (c) If
the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee
Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. 


    SECTION 4.2.  Appointment, Removal and Resignation of Guarantee Trustee  


    (a) Subject
to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor except during an Event of Default.
Subject to the provisions of this Section 4.2, if an Event of Default shall have occurred and be continuing, the Guarantee Trustee may be appointed or removed by the Holders of a Majority in
Liquidation Amount. 



    (b) The
Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor. 


    (c) The
Guarantee Trustee shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may
resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take
effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and
the resigning Guarantee Trustee. 


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    (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 30 days after delivery of
an instrument of removal or resignation, the Guarantee Trustee resigning or being removed may at the expense of the Guarantor petition any court of competent jurisdiction for appointment of a
Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee. 


    (e) No
Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Guarantee Trustee. 


    (f)  Upon
termination of this Guarantee or removal or resignation of the Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Guarantee
Trustee all amounts due to the Guarantee Trustee accrued to the date of such termination, removal or resignation. 


 
 

ARTICLE V
  GUARANTEE    
  


    SECTION 5.1.  Guarantee  


    To
the extent set forth in this Guarantee, the Guarantor irrevocably and unconditionally agrees to pay in full to all Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer) on a Pro Rata basis, as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders. If a
Trust Enforcement Event has occurred and is continuing, the rights of the Holders of the Common Securities to receive Guarantee Payments shall be subordinated to the rights of the Holders of Preferred
Securities to receive Guarantee Payments. Notwithstanding anything to the contrary herein, the Guarantor, in its capacity as Debenture Issuer, retains all of its rights under the Indenture to: 



     (i) extend
the interest payment period on the Debentures and the Guarantor shall not be obligated hereunder to make any Guarantee Payments during any Extension Period
(as defined in the Indenture) with respect to the Distributions on the Securities; and 



    (ii) change
the maturity date of the Debentures to the extent permitted by the Indenture. 




    SECTION 5.2.  Waiver of Notice and Demand  


    The
Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a
proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and
demands. 


    SECTION 5.3.  Obligations Not Affected  



    The
obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of
the following: 


    (a) the
release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or
condition relating to the Securities to be performed or observed by the Issuer; 


    (b) the
extension of time for the payment by the Issuer of all or an), portion of the Distributions, Redemption Price or any other sums payable under the terms of the
Securities or the extension of time for the performance of any other obligation under, arising out. of, or in connection with, the Securities (other than an extension of time for payment of
Distributions, Redemption Price or other sum payable 


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that results from the extension of any interest payment period on the Debentures permitted by the Indenture); 


    (c) any
failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the
Holders pursuant to the terms of the Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; 


    (d) the
voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; 



    (e) any
invalidity of, or defect or deficiency in, the Securities; 


    (f)  the
settlement or compromise of any obligation guaranteed or incurred in this Guarantee; or 


    (g) any
other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of the Guarantor, it being the intent of this
Section 5.3 that the obligations of the Guarantor with respect to the Guarantee Payments shall be absolute and unconditional under any and all circumstances. 


    There
shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing. 



    No
setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor has or may have against any Holder (except the defense of
payment to such Holder) shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Guarantee. 


    SECTION 5.4.  Rights of Holders  


    (a) The
Holders of a Majority in Liquidation Amount of the Securities have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of this Guarantee or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee. 



    (b) If
the Guarantee Trustee fails to enforce this Guarantee, subject to the subordination provisions of Section 6.2, any Holder may institute a legal proceeding
directly against the Guarantor to enforce the Guarantee Trustee's rights under this Guarantee, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other
person or entity. In addition, if the Guarantor has failed to make a Guarantee Payment, a Holder, subject to the subordination provisions of Section 6.2, may institute a legal proceeding
directly against the Guarantor for enforcement of the Guarantee for payment to such Holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Securities of such Holder. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other Person before proceeding
directly against the Guarantor. 


    SECTION 5.5.  Guarantee of Payment  


    This
Guarantee creates a guarantee of payment and not of collection. 


    SECTION 5.6.  Subrogation  


    The
Guarantor shall be subrogated to all, if any, rights of the Holders against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Guarantee;
provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, at the 


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time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such
amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders. 


    SECTION 5.7  Independent Obligations  


    The
Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Securities, and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 5.3 hereof. 


 
 

ARTICLE VI
  LIMITATION OF TRANSACTIONS; SUBORDINATION    
  


    SECTION 6.1.  Limitation of Transactions  



    So
long as any Securities remain outstanding, if an Event of Default occurs under the Guarantee or a Trust Enforcement Event occurs under the Declaration and written notice of such
event has been given to the Guarantor, the Guarantor shall not: 


    (a) declare
or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock
(which includes common and preferred stock); 


    (b) make
any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other
Debentures) that rank pari passu with or junior in right of payment to the Debentures or make any guarantee payments with respect to any guarantee by
the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other
Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures other than: 



     (i) dividends
or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor; 


    (ii) any
declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or
the redemption or repurchase of any such rights pursuant thereto; 


    (iii) payments
under this Guarantee; 


    (iv) as
a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for
another class or series of the Guarantor's capital stock; 


    (v) the
purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged; and 


    (vi) purchases
of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or
any of the Guarantor's dividend reinvestment plans. 




    SECTION 6.2.  Ranking  


    This
Guarantee will constitute an unsecured obligation of the Guarantor and will rank: 


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     (i) subordinate
and junior in right of payment to Senior Indebtedness (as defined in the First Supplemental Indenture), to the same extent and in the same manner that
the Debentures are subordinated to Senior Indebtedness pursuant to the Indenture (except as indicated below), it being
understood that the terms of Article 6 of the First Supplemental Indenture shall apply to the obligations of the Guarantor under this Guarantee as if (x) such Article 6 were set
forth herein in full and (y) such obligations were substituted for the term "Debentures" appearing in such Article 6, except that with respect to Section 6 of the First
Supplemental Indenture only, the term "Senior Debt" shall mean all liabilities of the Guarantor, whether or not for money borrowed (other than obligations in respect of Other Guarantees); 


    (ii) pari passu with the most senior preferred or preference stock now or hereafter issued by the Guarantor, any
guarantee now or hereafter entered into by the Guarantor in respect of any preferred or preference stock of any Affiliate of the Guarantor, and any Other Guarantee; and 



    (iii) senior
to the Guarantor's capital stock. 



 
 

ARTICLE VII
  TERMINATION    
  


    SECTION 7.1.  Termination  


    This
Guarantee shall terminate upon: 



     (i) full
payment of the Redemption Price of all Securities; 


    (ii) distribution
of the Debentures held by the Issuer to the Holders; or 


    (iii) liquidation
of the Issuer, the full payment of the amounts payable in accordance with the Declaration or the distribution of the Debentures to the Holders. 




Notwithstanding
the foregoing, this Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid under the
Securities or under this Guarantee. 


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ARTICLE VIII
  INDEMNIFICATION    
  


    SECTION 8.1.  Exculpation  


    (a) No
Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Covered Person for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee and in a manner that such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified Person by this Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct with respect to such acts or omissions. 


    (b) An
Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements
presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Guarantor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to Holders might properly be paid. 


    SECTION 8.2.  Indemnification  


    To
the fullest extent permitted by law, the Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The obligation to indemnify as set forth in this Section 8.2 shall survive the termination of this Guarantee and shall survive the removal or resignation
of the Guarantee Trustee. 


 
 

ARTICLE IX
  MISCELLANEOUS    
  


    SECTION 9.1.  Successors and Assigns  


    All
guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit
of the Holders then outstanding. 


    SECTION 9.2.  Amendments  


    Except
with respect to any changes that do not materially adversely affect the rights of Holders (in which case no consent of Holders will be required), this Guarantee may only be
amended with the prior approval of the Holders of a Majority in Liquidation Amount of the Securities (including the stated liquidation amount that would be paid on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined). The provisions of the Declaration with respect to consents to amendments thereof,
whether at a meeting or otherwise, shall apply to the giving of such approval. 


    SECTION 9.3.  Notices  


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    All notices provided for in this Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered by hand or express courier, telecopied or mailed by
first class mail, as follows: 


    (a) If
given to the Issuer, at the Issuer's mailing address set forth below (or such other address as the Issuer may give notice of to the Holders and the Guarantee
Trustee): 




Washington
Mutual Capital 2001

c/o Washington Mutual, Inc.

1201 Third Avenue

Seattle, WA 98101

Attention: Administrative Trustee

Telecopy: (206) 554-4954 





    (b) If
given to the Guarantee Trustee, at the Guarantee Trustee's mailing address set forth below (or such other address as the Guarantee Trustee may give notice of to
the Holders and the Issuer): 




The
Bank of New York

101 Barclay Street, Floor 21 West

New York, New York 10286

Attention: Corporate Trust Administration

Telecopy: (212) 815-5915 





    (c) If
given to the Guarantor, at the Guarantor's mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders and the
Guarantee Trustee): 




Washington
Mutual, Inc.

1201 Third Avenue

Seattle, WA 98101

Attention: Fay L. Chapman

Telecopy: (206) 461-5739 





    (d) If
given to any Holder, at such Holder's address set forth on the books and records of the Issuer. 


    All
such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice
or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver. 


    SECTION 9.4.  Benefit  


    This
Guarantee is solely for the benefit of the Holders and, subject to Section 3.1(a), is not separately transferable from the Securities. 


    SECTION 9.5.  Governing Law  



    THIS
GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 


    SECTION 9.6.  Counterparts  


    This
Guarantee may contain more than one counterpart of the signature page, and this Guarantee may be executed by affixing of the signature of each of the parties to one of such
counterpart signature pages. All such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature
page. 


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    IN WITNESS WHEREOF, this Guarantee Agreement has been entered into as of the day and year first above written. 



	 	 	WASHINGTON MUTUAL, INC.
	

 	
 	

By:	

/s/ FAY L. CHAPMAN   

	 	 	 	Name: Fay L. Chapman
	 	 	 	Title: Senior Executive Vice President
	

 	
 	
THE BANK OF NEW YORK,

as Guarantee Trustee
	

 	
 	

By:	

/s/ MICHAEL PITFICK   

	 	 	 	Name: Michael Pitfick
	 	 	 	Title: Assistant Treasurer




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Exhibit 4.7

Table of Contents

ARTICLE I DEFINITIONS AND INTERPRETATION

ARTICLE II TRUST INDENTURE ACT

ARTICLE III POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

ARTICLE IV GUARANTEE TRUSTEE

ARTICLE V GUARANTEE

ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION

ARTICLE VII TERMINATION

ARTICLE VIII INDEMNIFICATION

ARTICLE IX MISCELLANEOUS