EXHIBIT 10.1


FORM OF

WASHINGTON MUTUAL, INC. RESTRICTED STOCK AWARD AGREEMENT

(language in brackets reflects terms that may appear in some but not other
agreements)


        Washington Mutual, Inc. (the "Company"), by
action of the Board and approval of its shareholders established the Washington Mutual, Inc. 2003 Equity Incentive Plan (the
"Plan").  The Participant is employed by the Company or a Related Company and the Company desires to encourage
the Participant to own Common Stock for the purposes stated in Section 1 of the Plan.  In consideration of the foregoing, the
parties have entered into this Restricted Stock Award Agreement (this "Agreement") to govern the terms of the
Restricted Stock Award (as defined below) granted by the Company.  Defined terms in the
Plan shall have the same meaning in this Agreement, except where the context otherwise requires. 


1.         Grant of Restricted Stock


        On the grant date (the
"Grant Date") set forth in the electronic Notice of Grant ("Notice of
Grant") provided to the Participant named therein, the Company has granted to the Participant a Restricted Stock Award (the
"Award") in accordance with the terms of the Plan and subject to the conditions set forth in the Notice of Grant,
this Agreement and the Plan (as amended from time to time).  The Award represents the right to receive up to the number of
shares of Common Stock (as adjusted from time to time pursuant to Section 15 of the Plan, the "Shares") of the Company
subject to the fulfillment of the vesting conditions set forth in this Agreement.  [The Participant shall not be entitled to
any of the benefits under this Award unless and until the Participant accepts the Award through the electronic grant notification
system maintained by or on behalf of the Company.]  By accepting the Award, the Participant irrevocably agrees on
behalf of the Participant and the Participant’s successors and permitted assigns to all of the terms and conditions of the
Award as set forth in or pursuant to the Notice of Grant, this Agreement, and the Plan (as such may be amended from time to
time).


2.         Transfer Restrictions; Vesting


        (a)        Participant's rights in and to the Shares shall not be vested as of the Grant
Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement.  After the Grant
Date, provided that the Participant has not experienced a Termination of Service[, and provided that the performance goals
described below (if any) have been attained,] the Shares shall become vested on the anniversary of the Grant Date specified below
with respect to a number of shares of Common Stock (rounded to the nearest whole share) equal to the percentage of the total number
of shares subject to the Award in accordance with the following schedule:


[Vesting schedules and any performance vesting criteria are deteremined from time
to time by the Human Resources Committee of the Board of Directors and are set forth in the individual agreements.  Vesting provisions generally include,
but are not limited to, pro-rata vesting over three years (vesting either on fixed dates or measured from the date of the
restricted stock grant), "cliff" vesting at the end of a specified term such as three years or five years from the date of grant,
and vesting based upon the achievement of specified performance criteria, either in addition to or instead of time-based
vesting.]


[The foregoing performance goals shall be based on and interpreted consistent with one or more business criteria set
forth in Section 11.1 of the Plan.]  Shares that have vested and are no longer subject to forfeiture are referred to herein as
"Vested Shares."  Shares that are not vested and remain subject to forfeiture are referred to herein as
"Unvested Shares." 





 



        (b)        The vesting period of the Award set forth
in Paragraph 2(a) may be adjusted by the Committee to reflect the decreased level of employment during any period in which the
Participant is on an approved leave of absence or is employed on a less than full time basis.  Notwithstanding anything to the
contrary in this Paragraph 2, the Award shall be subject to earlier acceleration of vesting and/or forfeiture and transfer as
provided in this Agreement and the Plan.


        (c)        Any sale,
transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by bequest, devise or descent, or
other transfer or disposition of any kind, whether voluntary or by operation of law, directly or indirectly, of Unvested Shares
shall be strictly prohibited and void; provided, however, that the Committee, in its sole discretion, may permit the Participant to
assign or transfer an Award to the extent permitted under the Plan, provided that the Award shall be subject to all the terms and
condition of the Plan, this Agreement and any other terms required by the Committee as a condition to such transfer.


3.         Status of
Participant


From and after the Grant Date, Participant will be
recorded as a shareholder of the Company with respect to the Shares and shall have voting rights with respect to the Shares unless
and until any Shares are forfeited or transferred back to the Company.


4.        
Dividends


From and after the Grant Date and
unless and until Shares are forfeited or otherwise transferred back to the Company, the Participant will be entitled to receive all
dividends and other distributions paid with respect to the Shares.  [Dividends payable by the Company to its public
stockholders in cash shall, with respect to any Unvested Shares, be automatically reinvested in additional Shares at a purchase
price per share equal to the fair market value of a share of Common Stock on the date such dividend is paid; provided, however that
any fractional Share shall be rounded up to a whole Share on the date such Share vests.  Any additional Shares accrued for
Participant through dividends on Unvested Shares, whether through reinvestment or through a dividend paid in Shares, shall be
subject to the same restrictions on transferability and risk of forfeiture as the Unvested Shares with respect to which they were distributed.] or [Dividends
payable by the Company to its public stockholders in cash shall, with respect to any Unvested Shares, be paid in cash on or about
the date such dividends are payable to public stockholders, subject to any applicable tax withholding
requirements.] 


5.         Treatment of Award upon Termination of Employment; Company
Transaction


       
5.1       Termination of Employment


        Except as provided in Paragraph 5.2 below, upon
Termination of Service for any reason other than death, Disability or retirement, the Unvested Shares shall be forfeited by the
Participant and cancelled and surrendered to the Company without payment of any consideration to the Participant.  Upon
Termination of Service because of death, Disability or retirement (as defined in the following sentence), the service requirements
upon vesting of the Shares shall be waived and the Shares subject to this Award shall become Vested Shares [if and to the extent
that the performance goals described in Paragraph 2 thereafter are satisfied].  For purposes of this Paragraph 5.1,
“retirement” shall mean Termination of Service for any reason other than for Cause at or after attainment of age
sixty-five (65).





 


       
5.2       Company Transaction


        Notwithstanding anything to the contrary in Paragraph 5.1,
the vesting and forfeiture of Shares under this Award shall be subject to any other written agreement between the Participant and
the Company or a Related Company and, to the extent not otherwise addressed in any such written agreement, shall be treated as
expressly provided under the Plan (for example, in connection with a Company Transaction under
Section 15.3 of the Plan).


6.         Section 83(b) Election for Restricted Stock Award; Independent Tax
Advice


        Under Section 83(a) of the Internal Revenue Code (the "Code"), the Participant will be taxed on the Shares on
the date the Shares vest and the forfeiture restrictions lapse as set forth in Paragraph 2 of this Agreement, based on their fair
market value on such date, at ordinary income rates subject to payroll and withholding tax and tax reporting, as applicable. 
For this purpose, the term "forfeiture restrictions" means the right of the Company to receive back any Unvested Shares upon a
Termination of Service. Under Section 83(b) of the Code, the Participant may elect to be taxed on the Shares on the Grant
Date, based upon their fair market value on such date, at ordinary income rates subject to payroll and withholding tax and tax
reporting, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions.  If Participant
elects to accelerate the date on which he or she is taxed on the Shares under Section 83(b), an election (an "83(b)
Election") to such effect must be filed with the Internal Revenue Service within 30 days from the Grant Date of
the Award and applicable withholding taxes must be paid to the Company at that time. 


        There are significant risks associated with the decision to make and 83(b) Election.  If the Participant makes an
83(b) Election and the Unvested Shares are subsequently forfeited to the Company, the Participant will not be entitled to recover
the taxes paid by claiming a deduction for the ordinary income previously recognized as a result of the 83(b) Election.  If
the Participant makes an 83(b) Election and the value of the Unvested Shares subsequently declines, the 83(b) Election may cause
the Participant to recognize more compensation income than otherwise would have been the case.  On the other hand, if the
value of the Unvested Shares increases and the Participant has not made an 83(b) Election, Participant may recognize more
compensation income than otherwise would have been the case.


        The
foregoing is only a summary of the federal income tax laws that apply to the Shares under this Agreement and does not purport to be
complete.  The actual tax consequences of receiving or disposing of the Shares are complicated and depend, in part, on the
Participant's specific situation and may also depend on the resolution of currently uncertain tax law and other variables not
within the control of the Company.  THEREFORE, THE PARTICIPANT SHOULD SEEK INDEPENDENT ADVICE REGARDING THE
APPLICABLE PROVISIONS OF THE FEDERAL TAX LAW AND THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY TO WHICH THE
PARTICIPANT IS SUBJECT.  By accepting this Agreement, Participant acknowledges and agrees that he or she has either
consulted with a competent tax advisor independent of the Company to obtain tax advice concerning the Shares in light of the
Participant's specific situation or has had the opportunity to consult with such a tax advisor and has chosen not to do
so. 





 


        The form for making an 83(b) Election is available from
the Company.  If the Participant determines to make an 83(b) Election, it is the Participant's responsibility to file such an
election with the Internal Revenue Service within the 30‐day period after the Grant Date, to deliver to the Company a
signed copy of the 83(b) Election, to file an additional copy of such election form with the Participant's federal
income tax return for the calendar year in which the Grant Date occurs and to pay applicable withholding taxes to the Company at
that time. 


7.         Book Entry Registration of the Shares; Delivery of
Shares


        The Company may at its election either (i) after the Date
of Grant, issue a certificate representing the Shares subject to this Agreement and place a legend on and stop transfer notice
describing the restrictions on and forfeitability of such Shares, in which case the Company may retain such certificates unless and
until the Shares represented by such certificate have vested and may cancel such certificate if and to the extent that the Shares
are forfeited or otherwise required to be transferred back to the Company, or (ii) not issue any certificate representing Shares
subject to this Agreement and instead document the Participant's interest in the Shares by registering the Shares with the
Company's transfer agent (or another custodian selected by the Company) in book entry form in the Participant's name with the
applicable restrictions noted in the book entry system, in which case no certificate(s) representing all or a part of the Shares
will be issued unless and until the Shares become Vested Shares.  The Company may provide a reasonable delay in the issuance
or delivery of Vested Shares as it determines appropriate to address tax withholding and other administrative
matters. 


8.         Stop‐Transfer Notices


        The Company will not be required to (a) transfer on
its books any Shares that have been sold or transferred in violation of the provisions of this Agreement or (b) treat as the
owner of the Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom the Shares have been
transferred in contravention of this Agreement.


9.         Withholding and Disposition of Shares


        9.1       Generally. 


        The
Participant is liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company takes
with respect to any tax withholding obligations that arise in connection with the Award.  The Company does not make any
representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award
or the subsequent sale of Shares issuable pursuant to the Award.  The Company does not commit and is under no obligation to
structure the Award to reduce or eliminate the Participant's tax liability. 


        9.2       Payment of Withholding Taxes. 


        Prior to any event in connection with the Award (e.g.,
vesting) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal,
state or local, including any social tax obligation (the “Tax Withholding Obligation”), the Participant is required to
arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the
Company. 





 


(a)        By Withholding Shares.  Unless Participant elects to satisfy
the Tax Withholding Obligation by an alternative means in accordance with clause (b) below, Participant's acceptance of this Award
constitutes Participant's instruction and authorization to the Company to withhold on the Participant's behalf the number of Shares
from those Shares issuable to the Participant at the time when the Award becomes vested as the Company determines to be sufficient
to satisfy the Tax Withholding Obligation. 


(b)        By Other Payment.  At any time not less than five (5) business
days before any Tax Withholding Obligation arises (e.g., before a Vesting Date), Participant may notify the Company of
Participant's election to pay Participant's Tax Withholding Obligation by wire transfer, check or other means permitted by the
Company.  In such case, the Participant shall satisfy his or her tax withholding obligation by paying to the Company on such
date as it shall specify an amount that the Company determines is sufficient to satisfy the expected Tax Withholding Obligation by
(i) wire transfer to such account as the Company may direct, (ii) delivery of a check payable to the Company, Attn:
Leadership Rewards, Stock Administrator, Mail Stop SAS-1610, 1191 Second Avenue, Seattle, WA 98101, or such other address as the
Company may from time to time direct, or (iii) such other means as the Company may establish or permit.  Participant agrees and acknowledges that prior to the date the Tax Withholding Obligation arises, the Company
will be required to estimate the amount of the Tax Withholding Obligation and accordingly will require the amount paid to the
Company under this Paragraph 9.2(b) to be more than the minimum amount that may actually be due and that, if Participant has not
delivered payment of a sufficient amount to the Company to satisfy the Tax Withholding Obligation (regardless of whether as a
result of the Company underestimating the required payment or Participant failing to timely make the required payment), the
additional Tax Withholding Obligation amounts shall be satisfied in the manner specified in Paragraph 9.2(a)
above. 


10.      
Plan Controls


        The terms of the Notice of Grant and this Agreement are
governed by the terms of the Plan, as it exists on the date of the grant and as the Plan is amended from time to time.  In the
event of any conflict between the provisions of the Notice of Grant or this Agreement and the provisions of the Plan, the terms of
the Plan shall control, except as expressly stated otherwise.  The term "Section" generally refers to provisions within the
Plan; provided, however, the term "Paragraph" shall refer to a provision of this Agreement. 


11.      
Limitation on Rights; No Right to Future Grants; Extraordinary Item. 


        By entering into this Agreement and accepting the Award,
Participant acknowledges that: (i) Participant's participation in the Plan is voluntary; (ii) the value of the Award is
an extraordinary item which is outside the scope of any employment contract with Participant; (iii) the Award is not part of
normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments,
and Participant will not be entitled to compensation or damages as a consequence of Participant's forfeiture of any unvested
portion of the Award as a result of Participant's Termination of Service with the Company or any Related Company for any reason;
and (iv) in the event that Participant is not a direct employee of Company, the grant of the Award will not be interpreted to
form an employment relationship with the Company or any Related Company and the grant of the Award will not be interpreted to form
an employment contract with the Participant's employer, the Company or any Related Company.  The Company shall be under no obligation whatsoever to advise the Participant of the existence, maturity or termination of
any of Participant's rights hereunder and Participant shall be responsible for familiarizing himself or herself with all matters
contained herein and in the Plan which may affect any of Participant's rights or privileges hereunder. 





 


12.      
Committee Authority


        Any question concerning the interpretation of this
Agreement or the Plan, any adjustments required to be made under the Plan, and any controversy that may arise under the Plan or
this Agreement shall be determined by the Committee (including any person(s) to whom the
Committee has delegated its authority) in its sole and absolute discretion.  Such decision
by the Committee shall be final and binding. 


13.       General Provisions


       
13.1     Notices


        Whenever any notice is required or permitted hereunder,
such notice must be in writing and delivered in person or by mail (to the address set forth below if notice is being delivered to
the Company) or electronically.  Any notice delivered in person or by mail shall be deemed to be delivered on the date on
which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the
United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address that such
person has theretofore specified by written notice delivered in accordance herewith.  Any
notice given by the Company to the Participant directed to Participant at Participant's address on file with the Company shall be
effective to bind the Participant and any other person who shall have acquired rights under this Agreement.  The Company or
the Participant may change, by written notice to the other, the address previously specified for receiving notices.  Notices
delivered to the Company in person or by mail shall be addressed as follows:


        Company:         Washington Mutual, Inc.

                               
Attn: Leadership Rewards, Stock Administrator

                                Mail Stop SAS-1610

                               
1191 Second Avenue

                               
Seattle, WA 98101


       
13.2     No Waiver


        No waiver of any provision of this Agreement will be valid
unless in writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right
hereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.


       
13.3     Undertaking


        Participant hereby agrees to take whatever additional
action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or
more of the obligations or restrictions imposed on either the Participant or the Award pursuant to the express provisions of this
Agreement.




 


        13.4     Entire Contract


        This Agreement, the Notice of Grant and the Plan
constitute the entire contract between the parties hereto with regard to the subject matter hereof.  This Agreement is made
pursuant to the provisions of the Plan and will in all respects be construed in conformity with the express terms and provisions of
the Plan.


       
13.5     Successors and Assigns


        The provisions of this Agreement will inure to the benefit
of, and be binding on, the Company and its successors and assigns and Participant and Participant's legal representatives, heirs,
legatees, distributees, assigns and transferees by operation of law, whether or not any such person will have become a party to
this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof.


       
13.6     Securities Law Compliance


        The Company may impose such restrictions, conditions or
limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent
transfers by the Participant of any Shares issued as a result of or under this Award, including without limitation (a) restrictions
under an insider trading policy, (b) restrictions that may be necessary in the absence of an effective registration statement under
the Securities Act of 1933, as amended, covering the Award and/or the Shares underlying the Award and (c) restrictions as to the
use of a specified brokerage firm or other agent for such resales or other transfers.  Any sale of the Shares must also comply
with other applicable laws and regulations governing the sale of such shares. 


       
13.7     Information Confidential


        As partial consideration for the granting of the Award,
the Participant agrees that he or she will keep confidential all information and knowledge that the Participant has relating to the
manner and amount of his or her participation in the Plan; provided, however, that such information may be disclosed as required by
law and may be given in confidence to the Participant's spouse, tax and financial advisors, or to a financial institution to the
extent that such information is necessary to secure a loan. 


       
13.8     Data Privacy


        As
an essential term of this Award, the Participant consents to the collection, use and transfer, in electronic or other form, of
personal data as described in this Agreement for the exclusive purpose of implementing, administering and managing
Participant’s participation in the Plan.


        By entering into this Agreement and accepting the Award,
Participant acknowledges that the Company
holds certain personal information about the Participant, including, but not
limited to, name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, tax rates and amounts,
nationality, job title, any shares of stock or directorships held in the
Company, details of all awards or any other entitlement to shares of stock
awarded, canceled, exercised, vested, unvested or outstanding, for the purpose
of implementing, administering and managing the Plan ("Data").  Participant
acknowledges that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients
may be located in jurisdictions that may have different data privacy laws and
protections, and Participant authorizes the 





 


 
recipients to receive, possess, use, retain and transfer the Data, in electronic
or other form, for the purposes of implementing, administering and managing the
Plan, including any requisite transfer of such Data as may be required to a
broker or other third party with whom the Participant or the Company may elect
to deposit any shares of stock acquired under the Award. Participant
acknowledges that Data may be held only as long as is necessary to implement,
administer and manage Participant's participation in the Plan as determined by
the Company, and that Participant may request additional information about the
storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, provided
however, that refusing or withdrawing Participant's consent may adversely affect
Participant's ability to participate in the Plan.


       
13.9     Electronic Delivery


        The Company may, in its sole discretion, decide to deliver
any documents related to any awards granted under the Plan by electronic means or to request Participant’s consent to
participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if
requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or
another third party designated by the Company, and such consent shall remain in effect throughout Participant’s term of
employment or service with the Company and thereafter until withdrawn in writing by Participant. 


       
13.10   Governing Law


        Except as may otherwise be provided in the Plan, the provisions of the Notice of Grant and this Agreement shall be governed
by the laws of the state of Washington, without giving effect to principles of conflicts of law.


 












[IN WITNESS WHEREOF,
the parties have executed this Agreement dated as of __________, 2005.



  	 	 	WASHINGTON MUTUAL, INC. 

	By:		
	 	 	

	Name:	 	 
	 	 	

	Title:	 	 
	 	 	

	 	 	 
	 	 	[NAME OF EMPLOYEE]
	 	 	 
	 	 	






        By his signature below, the spouse of the recipient of the
Restricted Stock Award, if he is legally married as of the date of execution of this Agreement, acknowledges that she has read this
Agreement and the Plan and is familiar with the terms and provisions of this Agreement and the Plan, and agrees to be bound by all
the terms and conditions of this Agreement and the Plan.



  	Dated:		
	 	 	

	 	 	 
	 	 	

	 	 	Spouse's Signature
	 	 	 
	 	 	

	 	 	Printed Name






        By his signature below, recipient represents that he is
not legally married as of the date of executing this Agreement.



  	Dated:		
	 	 	

	 	 	 
	 	 	

	 	 	Recipient's Signature]