Prepared by MERRILL CORPORATION




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Exhibit 4.11    
  


CALCULATION AGENCY AGREEMENT 


    between 


Washington
Mutual, Inc. 


and



Reinsel &
Company LLP,

as Calculation Agent 


Dated
as of April 30, 2001 








    CALCULATION AGENCY AGREEMENT, dated as of April 30, 2001, between Washington Mutual, Inc. (the "Company") and Reinsel & Company LLP, as Calculation Agent. 


    WHEREAS,
the Company has authorized the issuance of $1,000,000,000 (or $1,150,000,000 if the Underwriters' option is exercised in full) Trust Preferred Income Equity Redeemable
Securities ("PIERS") (the "Units") each consisting of: 



     (i) a
preferred security issued by Washington Mutual Capital Trust II, a statutory business trust formed under the Delaware Business Trust Act, pursuant to the Amended
and Restated Declaration of Trust, dated as of April 30, 2001 (the "Declaration"), among the Company, as Sponsor, the initial Administrative Trustees, The Bank of New York, as the initial
Property Trustee (the "Property Trustee") and The Bank of New York (Delaware), as the initial Delaware Trustee, having a stated liquidation amount of $50 per preferred security (each, a "Preferred
Security"), and guaranteed by the Company pursuant to the Guarantee Agreement, dated April 30, 2001, between the Company, in its capacity as Guarantor, and The Bank of New York, as Guarantee
Trustee (the "Guarantee Agreement"); and 


    (ii) a
warrant to purchase .8054 shares (subject to anti-dilution adjustments) of common stock of the Company prior to or on May 3, 2041 (each, a
"Warrant") issued under a Warrant Agreement dated as of April 30, 2001 (the "Warrant Agreement"), between the Company and The Bank of New York, as Warrant Agent (the "Warrant Agent"); 




    WHEREAS,
pursuant to the Unit Agreement, dated as of April 30, 2001, among the Company, the Trust, the Property Trustee, the Warrant Agent, The Bank of New York, as Unit Agent
(the "Unit Agent"), at any time after issuance, the Preferred Security and the Warrant components of any Unit may be separated by the holder of such Unit and thereafter transferred separately, and
once separated, a Preferred Security and a Warrant may be rejoined to form a Unit; 


    WHEREAS,
pursuant to the Declaration, the Trust has issued $30,930,000 (or $35,565,000 if the Underwriters' option with respect to the units is exercised in full) common securities,
having a stated liquidation amount of $50 per common security (the "Common Securities", and together with the Preferred Securities, the "Trust Securities"); 



    WHEREAS,
the Trust Securities represent undivided beneficial ownership interests in the assets of the Trust and the sole assets of the Trust shall be 5.375% Junior Subordinated
Deferrable Interest Debentures due July 1, 2041 (the "Debentures"), issued pursuant to the Indenture, dated as of April 30, 2001 (the "Base Indenture"), between the Company, as Debenture
Issuer, and The Bank of New York, as Debenture Trustee (the "Debenture Trustee"), as amended and supplemented by the First Supplemental Indenture, dated as of April 30, 2001, between the
Company, in its capacity as Debenture Issuer, and the Debenture Trustee (the "First Supplemental Indenture", and together with the Base Indenture, the "Indenture"), which Debentures may be received in
exchange for Trust Securities, under certain circumstances, by the holders of the Trust Securities; 


    WHEREAS,
the Company will enter into a Remarketing Agreement (the "Remarketing Agreement") with a Remarketing Agent (the "Remarketing Agent") whereby the Remarketing Agent will
remarket the Preferred Securities or the Debentures, as the case may be, under certain circumstances; and 


    WHEREAS,
the Company requests the Calculation Agent to perform certain services described herein in connection with the Warrants, the Trust Securities and the Debentures. 


    NOW
THEREFORE, the Company and the Calculation Agent agree as follows: 


    1.  Appointment of Agent.  The Company hereby appoints Reinsel & Company LLP as Calculation Agent
and Reinsel & Company LLP hereby accepts such appointment as the Company's agent for the purpose of performing the services hereinafter described upon the terms and subject to the conditions
hereinafter mentioned. 





 


    2.  Calculations and Information Provided.  In response to a written request made by: 



     (i) the
Company, the Unit Agent or the Warrant Agent for a determination of the Exercise Price of the Warrants or the Warrant Value; or 


    (ii) the
Company, the Unit Agent, the Property Trustee, the Debenture Trustee or the Remarketing Agent for a determination of the Accreted Value or Discount relating to
the Trust Securities or the Debentures, as the case may be, 




the
Calculation Agent shall determine such amount as of the date stated in the request and notify the requesting party as soon as practicable of its determination or determinations no later than 30
working days from receipt of a written request by the Calculation Agent. The Warrant Agreement, Section 1.01 or the Declaration, Section 1.2, as the case may be, sets forth the
procedures the Calculation Agent will use to determine the information described in this Section 2. 


    3.  Calculations.  Any calculation or determination by the Calculation Agent pursuant hereto shall (in
the absence of manifest error) be final and binding. Any calculation made by the Calculation Agent hereunder shall, at the Company's written request, be made available to any third party indicated in
the request. 


    4.  Fees and Expenses.  The Calculation Agent shall be entitled to reasonable compensation for all
services rendered by it as agreed to between the Calculation Agent and the Company. The Company agrees to pay fees and expenses relating to all requested calculations from the parties as indicated in
Section 2 above. 



    5.  Terms and Conditions.  The Calculation Agent accepts its obligations herein set out upon the terms
and conditions hereof, including the following, to all of which the Company agrees: 



     (i) in
acting under this Agreement, the Calculation Agent is acting solely as an independent expert of the Company and does not assume any obligation toward, or any
relationship of agency or trust for or with, any of the holders of the Warrants, the Trust Securities or the Debentures; 


    (ii) unless
otherwise specifically provided herein, any order, certificate, notice, request, direction or other communication from the Company, the Unit Agent, the
Warrant Agent, the Property Trustee, the Debenture Trustee or the Remarketing Agent made or given under any provision of this Agreement shall be sufficient if signed by any person who the Calculation
Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Company, the Unit Agent, the Warrant Agent, the Property Trustee, the Debenture Trustee or
the Remarketing Agent, as the case may be; 


    (iii) the
Calculation Agent shall be obliged to perform only such duties as are set out specifically herein and any duties necessarily incidental thereto; 


    (iv) the
Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of the Warrants, the Trust Securities or the Debentures
with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and 


    (v) the
Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its gross negligence or willful misconduct. 




    6.  Resignation; Removal; Successor.  (a) The Calculation Agent may at any time resign by giving
written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Calculation Agent
and acceptance of such appointment by such successor Calculation Agent, as hereinafter provided. The Calculation Agent hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. The Calculation Agent will be paid all unpaid fees and expenses as of the
effective 


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removal date. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Calculation Agent and the acceptance of such appointment by
such successor Calculation Agent. In the event a successor Calculation Agent has not been appointed and has not accepted its duties within 90 days of the Calculation Agent's notice of
resignation, the Calculation Agent may apply to any court of competent jurisdiction for the designation of a successor Calculation Agent. 



    (b) In
case at any time the Calculation Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or
make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to
pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control
of the Calculation Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Calculation Agent shall be appointed by the Company by an instrument
in writing, filed with the successor Calculation Agent. Upon the appointment as aforesaid of a successor Calculation Agent and acceptance by the latter of such appointment, the Calculation Agent so
superseded shall cease to be Calculation Agent hereunder. 


    (c) Any
successor Calculation Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor, to the Company, the Warrant Agent and the Remarketing
Agent an instrument accepting such appointment hereunder and agreeing to be bound by the terms hereof, and thereupon such successor Calculation Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Calculation Agent hereunder, and
such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Calculation Agent shall be entitled
to receive, all moneys, securities and other property on deposit with or held by such predecessor, as Calculation Agent hereunder. 


    (d) Any
corporation into which the Calculation Agent hereunder may be merged or converted or any corporation with which the Calculation Agent may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise
transfer all or substantially all of the assets and business of the Calculation Agent shall be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto. 




    7.  Certain Definitions.  Terms not otherwise defined herein are used herein as defined in the
Declaration, in Section 1.2 and the Warrant Agreement, in Section 1.01. 


    8.  Indemnification.  The Company will indemnify the Calculation Agent against any losses or liability
which it may incur or sustain in connection with its appointment or the exercise of its powers and duties hereunder except such as may result from the gross negligence or willful misconduct of the
Calculation Agent or any of its agents or employees. The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Company for or in respect of any action taken or
suffered to be taken in good faith by the Calculation Agent in reliance upon written instructions from the Company. 


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    9.  Notices.  Any notice required to be given hereunder shall be delivered in person, sent (unless
otherwise specified in this Agreement) by letter, telex or facsimile transmission or communicated by telephone (confirmed in a writing dispatched within two Business Days): 



    (a) in
the case of the Company, to it at 1201 Third Avenue, Seattle, WA 98101, Attention: Fay L. Chapman (facsimile: (206) 461-5739); 


    (b) in
the case of the Calculation Agent, to it at 1015 Penn Ave., P.O. Box 7008, Wyomissing, PA 19610 (facsimile: (610) 376-7340), Attention:
Paula K. Barrett, CPA; 


    (c) in
the case of the Warrant Agent, the Property Trustee and the Debenture Trustee, to it at The Bank of New York, 101 Barclay Street, Floor 21 West, New York, New
York 10286 (facsimile: (212) 815-5915), Attention: Corporate Trust Administration; and 




Any
notice hereunder given by telex, facsimile or letter shall be deemed to be served when in the ordinary course of transmission or post, as the case may be, it would be received. 


    10.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York. 


    11.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


    12.  Benefit of Agreement.  This Agreement is solely for the benefit of the parties hereto and their
successors and assigns, and the holders of the Warrants, the Trust Securities and the Debentures, and no other person shall acquire or have any rights under or by virtue hereof. 



    IN
WITNESS WHEREOF, this Calculation Agency 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
	

 	
 	

REINSEL & COMPANY LLP

as Calculation Agent
	

 	
 	

By:	

/s/ Paula K. Barret   

	 	 	Name:	Paula K. Barret
	 	 	Title:	Partner




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Exhibit 4.11