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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

|    |  |                                                                                     
|--- |  | ------------------------------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|    |  |                                                                                     

|                                           
|-------------------------------------------
|For the fiscal year ended December 31, 2003
|OR                                         

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|      |  |                                                                                         
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________.

Commission File Number 0-32301

Bank United Corp. Litigation Contingent Payment Rights Trust




(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 76-6168223                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

|                                                  |  |  |            | 
|------------------------------------------------- |  |  | ---------- | 
|3200 Southwest Freeway, Suite 1001
Houston, Texas |  |  | 77027      | 
|                                                  |  |  |            | 
|(Address of principal executive offices)          |  |  | (Zip code) | 

(713) 543-6958

(Registrants telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

|                     |  |                                           
|-------------------- |  | ------------------------------------------
|Title of Each Class: |  | Name of Each Exchange on Which Registered:
|                     |  |                                           
|None                 |  | N/A                                       

Securities registered pursuant to Section 12(g) of the Act:

Contingent Payment Rights Certificates




(Title of Class)


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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date. At March 3, 2004, there were
37,595,902 Contingent Payment Rights Certificates (no par value) outstanding,
and the aggregate market value of the Contingent Payment Rights Certificates
held by non-affiliates of the registrant on that date, calculated by reference
to the closing price of the Contingent Payment Rights Certificates on that
date, was $5,639,385. For purposes of this calculation, Contingent Payment
Rights Certificates owned by the Litigation Trustees have been treated as owned
by affiliates of the registrant, although such treatment is not an admission of
the affiliate status of any such person.

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|                                                |                                                                                               |  |  |  |  |  |  | 
|----------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                         
|                                                | ITEM 1. BUSINESS                                                                             
|                                                | ITEM 2. PROPERTIES                                                                           
|                                                | ITEM 3. LEGAL PROCEEDINGS                                                                    
|                                                | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|PART II                                        
|                                                | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                
|                                                | ITEM 6. SELECTED FINANCIAL DATA                                                              
|                                                | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                          
|                                                | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                          
|                                                | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 
|PART III                                       
|                                                | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                  
|                                                | ITEM 11. EXECUTIVE COMPENSATION                                                              
|                                                | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                      
|                                                | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                      
|                                                | ITEM 14. CONTROLS AND PROCEDURES                                                             
|PART IV                                        
|                                                | ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                    
|SIGNATURES                                     
|INDEX TO EXHIBITS                              
|Certification pursuant to Section 302 - Heffron
|Certification pursuant to Section 302 - Ranieri
|Certification of Periodic Report - Heffron     
|Certification of Periodic Report - Ranieri     



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BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST

TABLE OF CONTENTS

|         |  |                                                                                       |  |  |                               |  |  |    |  |  | 
|-------- |  | ------------------------------------------------------------------------------------- |  |  | ----------------------------- |  |  | -- |  |  | 
|PART I   |  |                                                                                       |  | 
|ITEM 1.  |  | BUSINESS                                                                              |  |  | 5                             | 
|ITEM 2.  |  | PROPERTIES                                                                            |  |  | 5                             | 
|ITEM 3.  |  | LEGAL PROCEEDINGS                                                                     |  |  | 5                             | 
|ITEM 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS                                   |  |  | 5                             | 
|PART II  |  |                                                                                       |  | 
|ITEM 5.  |  | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS                 |  |  | 5                             | 
|ITEM 6.  |  | SELECTED FINANCIAL DATA                                                               |  |  | 6                             | 
|ITEM 7.  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |  |  |                               | 
|         |  |                                                                                       |  |  | General                       |  |  | 6  | 
|         |  |                                                                                       |  |  | The Litigation                |  |  | 11 | 
|         |  |                                                                                       |  |  | Management of the Litigation  |  |  | 18 | 
|         |  |                                                                                       |  |  | Summary Financial Information |  |  | 20 | 
|         |  |                                                                                       |  |  | Forward  Looking Information |  |  | 21 | 
|         |  |                                                                                       |  |  | Certificateholder Inquiries   |  |  | 21 | 
|ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK                            |  |  | 21                            | 
|ITEM 8.  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                           |  |  | 22                            | 
|ITEM 9.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE  |  |  | 34                            | 
|PART III |  |                                                                                       |  | 
|ITEM 10. |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                    |  |  | 34                            | 
|ITEM 11. |  | EXECUTIVE COMPENSATION                                                                |  |  | 34                            | 

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BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST

TABLE OF CONTENTS, CONTINUED

|               |  |                                                                  |  |  |    |  |  |  |  | 
|-------------- |  | ---------------------------------------------------------------- |  |  | -- |  |  |  |  | 
|ITEM 12.       |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT   |  |  | 34 | 
|ITEM 13.       |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   |  |  | 34 | 
|ITEM 14.       |  | CONTROLS AND PROCEDURES                                          |  |  | 35 | 
|PART IV        |  |                                                                  |  | 
|ITEM 14.       |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K |  |  | 35 | 
|SIGNATURES     |  |                                                                  |  | 
|CERTIFICATIONS |  |                                                                  |  | 

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BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST




PART I




ITEM 1.    BUSINESS

The information required by this Item is set forth under Part II, Item 7,
Managements Discussion and Analysis of Financial Condition and Results of
Operations  General.




ITEM 2.    PROPERTIES

Office space for the principal executive offices of the Bank United Corp.
Litigation Contingent Payment Rights Trust (the CPR Trust) is provided by
Washington Mutual, Inc., or an affiliate thereof, pursuant to the terms of the
Commitment Agreement, dated as of February 8, 2001, by and among Bank United
Corp. (which subsequently became Washington Mutual, Inc.), the CPR Trust, and
the Payment Trust (the Commitment Agreement). This office space is provided
at no cost to the CPR Trust.




ITEM 3.    LEGAL PROCEEDINGS

The Registrant has no litigation currently pending. For a discussion of
the litigation in which the CPR Trust has an interest, see Part II, Item 7,
Managements Discussion and Analysis of Financial Condition and Results of
Operations  The Litigation.




ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.




PART II




ITEM 5.    MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Contingent Payment Rights (the CPR) Certificates are listed on the
NASDAQ National Market System under the symbol BNKUZ. On January 23, 2004,
there were 170 shareholders of record of the CPR Certificates. The majority of
the CPR Certificates are held in street name by nominees for the beneficial
owners.

The high and the low certificate prices by quarter for the years ended
December 31, 2003 and 2002 were as follows:

Year Ended December 31, 2003

|               |  |      |      |     |  |   |      | 
|-------------- |  | ---- | ---- | --- |  | - | ---- | 
|               |  | High |      | Low
|               |  |      |      |    
|First quarter  |  | $    | 0.14 |     |  | $ | 0.09 | 
|Second quarter |  |      | 0.17 |     |  |   | 0.07 | 
|Third quarter  |  |      | 0.13 |     |  |   | 0.03 | 
|Fourth quarter |  |      | 0.39 |     |  |   | 0.04 | 

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Year Ended December 31, 2002

|               |  |      |      |     |  |   |      | 
|-------------- |  | ---- | ---- | --- |  | - | ---- | 
|               |  | High |      | Low
|               |  |      |      |    
|First quarter  |  | $    | 0.19 |     |  | $ | 0.07 | 
|Second quarter |  |      | 0.14 |     |  |   | 0.07 | 
|Third quarter  |  |      | 0.10 |     |  |   | 0.05 | 
|Fourth quarter |  |      | 0.12 |     |  |   | 0.04 | 

There were no dividends declared or paid on the CPR Certificates for the
years ended December 31, 2003 or 2002. For a description of the CPR
Certificates, see Part II, Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations  General.




ITEM 6. SELECTED FINANCIAL DATA

See Part II, Item 7, Managements Discussion and Analysis of Financial
Condition and Results of Operations  Summary Financial Information.




ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The CPR Trust is a statutory business trust created under Delaware law on
November 2, 2000. Bank United Corp. created the CPR Trust in connection with
its merger, which was completed on February 9, 2001, with and into Washington
Mutual, Inc. The assets of the CPR Trust consist primarily of the right to
receive a portion of any proceeds received by Washington Mutual, Inc. (as
successor to Bank United Corp.) and by Washington Mutual Bank, FA (as successor
to Bank United) in any judgment or settlement in the forbearance litigation
(the Litigation) against the United States described below under The
Litigation. The Registration Statement on Form S-4 with respect to the CPR
Certificates referred to in this document was filed by the CPR Trust with, and
declared effective by, the Securities and Exchange Commission (the SEC) on
January 9, 2001 (SEC File Number 333-49302) (the Prospectus).

The CPR Trust has no business operations. The CPR Trust exists to manage
the prosecution of the    Litigation and to take certain related actions. Because
of the nature of the CPR Trust pursuant to the Declaration of Trust creating
the CPR Trust, there are no employees, no board of directors, and no board
audit committee. The two Litigation Trustees manage the Litigation and,
together with the institutional trustee, Wachovia Bank, N.A., perform certain
trust functions. The financial
statements of the CPR Trust are prepared by an independent contract
accountant with the assistance of the Litigation Trustees, and the financial
statements are audited by the independent accounting firm of KPMG LLP. The
Litigation Trustees are responsible for establishing and maintaining disclosure
controls and procedures and internal controls.

As a result of a reorganization, which was effected by means of a merger
of Bank United Corp. with and into one of its wholly owned subsidiaries (the
Reorganization), each share of Bank United Corp. common stock outstanding
immediately prior to the Reorganization was converted into

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one new share of
Bank United Corp. common stock and the right to receive one CPR Certificate,
and appropriate and proportionate adjustments were made to options to purchase
shares of Bank United Corp. common stock outstanding at that time and to Bank
United Corp. 8% Corporate Premium Income Equity Securities (which subsequently
became the Washington Mutual, Inc. 8% Corporate Premium Income Equity
Securities or WM PIES) outstanding at that time. In addition, an aggregate of
583,798 additional CPR Certificates were authorized to be issued to the
Litigation Trustees. The Reorganization occurred immediately prior to the
merger with Washington Mutual, Inc.

At December 31, 2003, 38,814,022 CPR Certificates had been issued and were
outstanding as follows: 32,743,289 CPR Certificates in respect of shares of
Bank United Corp. common stock outstanding upon the Reorganization, 3,260,952
CPR Certificates in respect of Bank United Corp. stock options outstanding upon
Reorganization, 2,225,983 CPR Certificates in respect of the WM PIES, and
583,798 CPR Certificates issued to the Litigation Trustees. At December 31,
2003, 104,821 CPR Certificates had not been issued relating to unexercised Bank
United Corp. stock options.

Bank United Corp. also created the Bank United Corp. Payment Rights Trust
(the Payment Trust) in connection with the Washington Mutual, Inc. merger to
manage the payment of any proceeds from Washington Mutual, Inc. to the CPR
Trust. The Payment Trust will receive the applicable portion of any recovery in
the Litigation from Washington Mutual, Inc. The Payment Trust will make
payments to the CPR Trust from time to time following the receipt of any
recovery amount, after certain adjustments described in the Prospectus.

The payment rights of the trusts are governed by the Declaration of Trust
of the CPR Trust, the Declaration of Trust of the Payment Trust and the
Commitment Agreement, dated as of February 8, 2001, by and among Bank United
Corp. (which subsequently became Washington Mutual, Inc.), the CPR Trust, and
the Payment Trust (the Commitment Agreement).

Under the Commitment Agreement, Washington Mutual, Inc. is obligated to
pay to the Payment Trust from time to time an amount equal to the Commitment
Amount plus interest less taxes on that interest.

The Commitment Amount is equal to:



| |  | all cash and non-cash proceeds actually received by Washington Mutual,
Inc. and its affiliates under a final, nonappealable judgment or a
final settlement of the Litigation,
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | less reimbursements to Washington Mutual, Inc.,                                                                                                                              
| 
| |  | plus any tax benefits to Washington Mutual, Inc., based on assumptions
specified in the Commitment Agreement as to the deductibility of
expenses.                            

The reimbursements that Washington Mutual, Inc. may subtract from the
Litigation proceeds are as follows:



| |  | amounts paid by Washington Mutual, Inc. to the expense fund described
below, plus interest,                                                                                                            
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Washington Mutual, Inc.s income tax liability resulting from the
receipt of the Litigation proceeds, based on assumptions specified in
the Commitment Agreement as to the taxability of such proceeds,
| 
| |  | damages actually suffered by Washington Mutual, Inc. and related
parties as a result of any                                                                                                            

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|  |  | matter whatsoever brought by the holders of
the CPR Certificates in their capacity as holders or any matter
brought by another party relating to the trusts, the CPR Certificates
and their distribution, the Litigation and any actions taken by the
Litigation Trustees relating to the trusts other than any damages
arising from Washington Mutual, Inc.s breach of the Commitment
Agreement, failure to deliver CPR Certificates when due or failure to
deposit trust expenses advanced to the trusts,
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | interest on any cash payment of taxes if proceeds are included in
income of Washington Mutual, Inc. or Washington Mutual Bank, FA for
federal income tax purposes in a taxable year prior to the year such
proceeds are received in cash,                                                                                                                                                                                                                                                                   
| 
| |  | any indemnification amounts provided to the Litigation Trustees under
their Litigation Trustee Agreements, and                                                                                                                                                                                                                                                                                                                                                                                              
| 
| |  | expenses reasonably incurred by Washington Mutual, Inc. in connection
with the liquidation of any non-cash proceeds.                                                                                                                                                                                                                                                                                                                                                                                        

The Payment Trust will pay any amounts it receives from Washington Mutual,
Inc. promptly to the CPR Trust after deducting any amounts withdrawn by
Washington Mutual, Inc. to cover taxes arising solely from its ownership of the
Payment Trust. The amount that the Payment Trust forwards to the CPR Trust will
be increased by any after tax interest earned on the Commitment Amount.

Following receipt of any amounts from the Payment Trust, the CPR Trust
will pay such amounts to the holders of CPR Certificates:



| |  |  | reduced by the amount of any accrued but unpaid expenses
payable by the CPR Trust, and                                    
| | - |  | --------------------------------------------------------------------------------------------------------------------------
|
| |  |  | increased by the amount of any interest or income received by
the CPR Trust on the amount received from the Payment Trust.

In addition, the amount payable to CPR certificateholders will be reduced
by the retained amount, which is $1.0 million or such greater amount as the
Litigation Trustees reasonably determine to be necessary to cover all expenses
and claims of the CPR Trust that may be incurred or arise after amounts payable
under the Commitment Agreement have been paid in full and to satisfy the
trusts indemnification obligations. The retained amount will be retained for a
period of one year or longer as reasonably determined by the Litigation
Trustees. The CPR Trust will invest the retained amount in certain designated
types of investments until the expiration of the retained amount period,
subject to use of those funds to pay trust expenses.

Each CPR Certificate will entitle the holder to receive a fraction (equal
to one divided by the total number of CPR Certificates outstanding) of the
total amount payable to the holders of the CPR
Certificates.

By way of example only, the following illustrates the payment that would
be made to the holders of CPR Certificates assuming (1) three separate damage
recovery scenarios (i. an award of $4,884,283, the amount determined by the
United States Court of Appeals for the Federal Circuit (the Appeals Court) in
its September 22, 2003, decision, ii. an award of $8,826,783, the amount of the
trial courts judgment in favor of plaintiffs entered on January 8, 2002, and
iii. an award of $170.9 million, the total amount of the courts judgment plus
additional amounts that plaintiffs

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sought pursuant to their motions for amended
findings and judgment and their Bill of Costs, which is the sole damages claim
remaining in the Litigation), (2) a Washington Mutual, Inc. tax rate of 38.84%,
(3) expense reimbursements to Washington Mutual, Inc. of $5.492 million as of
December 31, 2003, and (4) interest in the amount of $660,496 payable as of
December 31, 2003, to Washington Mutual, Inc. on the $5.492 million of expense
advances, calculated in accordance with terms provided in the Commitment
Agreement. The CPR Trust cannot make any assurances as to the possible
recovery, if any, in the Litigation. Further, with respect to Scenario Three
below, the CPR Trust notes that (i) it would have to decide to Petition the
Supreme Court of the United States for a Writ of Certiorari and be successful,
(ii) the Litigation would have to be remanded by the Supreme Court either to
the Appeals Court or the Trial Court for further proceedings, (iii) the amount
of expense reimbursements and interest payable thereon would increase, and (iv)
the final award (following further probable appeals), if any, could be less
than the amount sought by plaintiffs.

|                                                                                          |  |          |            |          |  |          |            |   |  |   |             |  
|----------------------------------------------------------------------------------------- |  | -------- | ---------- | -------- |  | -------- | ---------- | - |  | - | ----------- | -
|                                                                                          |  | Scenario |            | Scenario |  | Scenario
|Example                                                                                   |  | One      |            | Two      |  | Three   
|                                                                                          |  |          |            |          |  |         
|Assumed damage recovery                                                                   |  | $        | 4,884,283  |          |  | $        | 8,826,783  |   |  | $ | 170,946,805 |  
|                                                                                          |  |          |            |          |  |          |            |   |  |   |             |  
|Portion of damage recovery payable to
Washington Mutual, Inc. (85% of total
recovery)     |  | $        | 4,151,641  |          |  | $        | 7,502,766  |   |  | $ | 145,304,784 |  
|Assumed taxes                                                                             |  |          | (1,612,497 | )        |  |          | (2,914,074 | ) |  |   | (56,436,378 | )
|                                                                                          |  |          |            |          |  |          |            |   |  |   |             |  
|Proceeds less assumed taxes                                                               |  |          | 2,539,144  |          |  |          | 4,588,692  |   |  |   | 88,868,406  |  
|Reimbursement of expenses
to Washington Mutual, Inc.                                      |  |          | (5,491,684 | )        |  |          | (5,491,684 | ) |  |   | (5,491,684  | )
|Interest on advances from
Washington Mutual, Inc.                                         |  |          | (660,496   | )        |  |          | (660,496   | ) |  |   | (660,496    | )
|                                                                                          |  |          |            |          |  |          |            |   |  |   |             |  
|Net proceeds (shortfall)                                                                  |  | $        | (3,613,036 | )        |  | $        | (1,563,488 | ) |  | $ | 82,716,226  |  
|Maximum number of CPR Certificates
authorized and issuable pursuant to the Reorganization |  |          | 38,919,884 |          |  |          | 38,919,884 |   |  |   | 38,919,884  |  
|                                                                                          |  |          |            |          |  |          |            |   |  |   |             |  
|Illustrative range of proceeds per CPR
Certificate                                        |  | $        |           |          |  | $        |           |   |  | $ | 2.13        |  
|                                                                                          |  |          |            |          |  |          |            |   |  |   |             |  

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As discussed below in The Litigation, on September 22, 2003, the appeals
court reduced the plaintiffs award from $8,826,783 to $4,884,283. On December
12, 2003, the appeals court denied the plaintiffs November 5, 2003 petition
for rehearing, thereby determining the final award of $4,884,283 to the
plaintiffs. The amount owed by the CPR Trust to Washington Mutual, Inc. at
December 31, 2003 for expense fund advances exceeds the $4,884,283 award. If
the Litigation were to terminate because of a decision by the CPR Trust not to
file a Writ of Certiorari (Writ) to the Supreme Court of the United States of
America, there would be no recovery to the CPR certificateholders because the
eighty five percent (85%) share to the CPR Trust of the total recovery awarded
by the appeals court (plus the amount of the Bill of Costs if it were awarded
in full to plaintiffs) is less than the amount that would be owed by the CPR
Trust to Washington Mutual, Inc. Similarly, there would be no recovery to the
CPR certificateholders if the CPR Trust decided to file a Writ and the Supreme
Court denied it. In summary, as has always been the case ever since the CPR
certificates were first registered and issued, it is possible that there will
be no recovery to the CPR certificateholders in the Litigation and that the CPR
Certificates may be worthless.

Share of Litigation Proceeds.Bank United Corp., Bank United and Hyperion
Partners L.P. are the plaintiffs in the Litigation. At the time the lawsuit
was filed, Hyperion Partners L.P. was an affiliate of Bank United Corp. and
Bank United. The terms of the July 1996 recovery agreement entered into by Bank
United Corp., Bank United, and Hyperion Partners L.P., entitle Washington
Mutual, Inc. and Washington Mutual Bank, FA, as successors to Bank United Corp.
and Bank United, respectively, to 85% of any recovery in connection with the
Litigation. Hyperion Partners L.P. is entitled to the remaining 15%. The
recovery agreement further provides for Hyperion Partners L.P. to share in 15%
of the expenses of the Litigation (primarily attorney fees and costs).

Certain Tax Matters.The Reorganization and the merger with Washington
Mutual, Inc. were each structured to qualify as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code. However, receipt of
the CPR Certificates by the former Bank United Corp. stockholders was treated
as additional, taxable merger consideration to the stockholder for tax purposes
in an amount equal to the fair market value of the CPR Certificates as of
February 9, 2001. The Litigation Trustees believe that the fair market value on
that date was $0.35 based on the average of the high and low trading prices of
the CPR Certificates on the over-the-counter market on that date. The tax
information returns provided to the Internal Revenue Service and the holders of
CPR Certificates reflect this valuation. Receipt of CPR Certificates by
holders of Bank United stock options and 8% Corporate Premium Income Equity
Securities will be taxable based on the fair market value of the CPR
Certificates at the time of receipt. CPR certificateholders are urged to
consult with their tax advisor.

Tax ReturnsThe CPR Trust is treated as a grantor trust for federal
income tax purposes. Income resulting from payments received by the CPR Trust
is required to be reported for federal
income tax purposes by certificateholders. The CPR Trust is required to file
Form 1041, U.S. Income Tax Return for Estates and Trusts, and provide the
grantors with an information statement reporting their portion of the Trusts
income/loss.

Expenses.Under the Commitment Agreement, at the request of the CPR Trust
or the Payment Trust, Washington Mutual, Inc. must provide the trusts with
funds to pay their expenses. The maximum aggregate amount that Washington
Mutual, Inc. is obligated to pay for the life of the

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trusts is $10 million,
unless the Litigation is pursued through additional trial court proceedings and
appeals, in which case Washington Mutual, Inc. will be obligated to pay those
additional expenses subject to a maximum obligation of $13 million. The
Commitment Agreement requires each of the trusts, immediately prior to its
termination, to refund to Washington Mutual, Inc. any amount provided to it in
the expense fund but not used, provided that each of the trusts may retain a
reasonable reserve of funds to pay for termination expenses. As of December
31, 2003, $5.492 million had been advanced to the CPR Trust.

Based on discussions with counsel to the Litigation and certain factors,
including the fact that the Litigation commenced almost eight years ago and has
involved extensive motion practice, discovery by the United States, and a trial
on damages, the Litigation Trustees currently expect that there are sufficient
funds available to the CPR Trust and the Payment Trust from Washington Mutual,
Inc. to permit the trusts to fund their portion of the Litigation expenses, as
well as the administrative and other expenses of the trusts.

The CPR Trust may issue CPR Certificates to raise funds to pay expenses.
The CPR Trust is also authorized to borrow additional funds for the sole
purpose of funding its expenses, subject to certain limitations. If the CPR
Trust accrues expenses in excess of Washington Mutual, Inc.s. funding
obligations, it will deduct the amount of those expenses from the amount
payable to the holders of CPR Certificates.

An office is maintained at 3200 Southwest Freeway, Suite 1001,Houston,
Texas 77027, on behalf of the CPR Trust for the purpose of pursuing the
Litigation and administering other duties under the declarations of trust for
the CPR Trust and the Payment Trust.

The Litigation

General.The following description of the Litigation does not purport to
be a full or complete description of the legal or factual issues presented, the
court opinions rendered or the relevant law, and the description is in all
respects qualified by reference to the documents filed in connection with the
relevant litigation, opinions and law.

As a result of Bank United Corp.s original acquisition of certain of the
assets and liabilities of United Savings Association of Texas in 1988, the
Federal Home Loan Bank Board approved a forbearance letter issued on February
15, 1989. Under the terms of the forbearance letter, the Federal Savings and
Loan Insurance Corporation agreed to waive or forbear from enforcing certain
regulatory provisions concerning capital requirements, liquidity requirements,
accounting requirements and other matters. After the enactment of the Financial
Institutions Reform Recovery and Enforcement Act of 1989 (the Act), the
Office of Thrift Supervision took the position that the capital standards set
forth in the Act applied to all savings institutions, including those
institutions that had been operating under previously granted capital and
accounting forbearances, and that the Act eliminated those forbearances.

On July 25, 1995, Bank United Corp., Bank United and their then affiliate,
Hyperion Partners L.P., filed suit against the United States in the U.S. Court
of Federal Claims for alleged failures of the United States to abide by a
capital forbearance that would have allowed Bank United to operate for ten
years under negotiated capital levels lower than the levels required by the
then existing regulations or successor regulations, to abide by its commitment
to allow Bank United to count $110 million of subordinated debt as regulatory
capital for all purposes and to abide by an accounting goodwill treatment that
would have allowed Bank United to count the $30.7 million difference between
Federal Savings and Loan Insurance

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Corporation payment obligations to Bank
United and the discounted present value of future payments as capital for
regulatory purposes and to amortize that amount over a period of twenty five
years. The plaintiffs seek damages in excess of $550 million. The government
argued that the damages to plaintiffs as a result of the breach, if any, were
speculative and approached zero.

In July 1996, Bank United Corp. and Bank United entered into a recovery
agreement with Hyperion Partners L.P. acknowledging the relative value among
the parties of claims in the pending Litigation. The agreement confirms that
Bank United Corp. and Bank United are entitled to receive 85% of the amount, if
any, recovered as a result of any settlement of or a judgment on these claims
and that Hyperion Partners L.P. is entitled to receive 15% of this amount. The
plaintiffs are obligated to continue to cooperate in good faith and to use
their best efforts to maximize the total amount, if any, that they may recover.
Pursuant to the agreement, Hyperion Partners L.P. shares in the expenses of the
Litigation in the same proportion as it shares in any recovery in the
Litigation, although Hyperion Partners L.P. does not share in any expenses
relating to the CPR Trust, the Payment Trust, the CPR Certificates or the
operation or administration thereof.

In March 1999, the U.S. Court of Federal Claims granted the plaintiffs
motion for summary judgment on the issue of liability and held that the United
States was liable. On August 5, 1999, the court denied a motion for summary
judgment filed by the United States in which the United States asserted that
the plaintiffs claims for lost profits damages were too speculative to permit
recovery. The case proceeded to trial on the amount of damages on September 13,
1999. The evidentiary phase of the damages case ended on October 21, 1999. The
parties submitted post-trial briefs followed by closing argument on February 7,
2000.

In April 2001, the court issued two procedural orders in the Litigation.
On April 6, the court ordered publication of the March 1999 opinion granting
summary judgment to Bank United Corp. and Bank United on the issue of
liability. Because of an apparent oversight, the opinion had not been
published earlier. On April 17, 2001 the court granted the governments
unopposed motion for leave to file the opinion issued by the Appeals Court in
California Federal Bank vs. United States(discussed below) as supplemental
authority in the Litigation.

In an Opinion and Order dated October 29, 2001, the court rejected
plaintiffs lost profits claims and plaintiffs model for calculating the cost
of substitute capital. The court held that plaintiffs fully mitigated the
governments breach and that the plaintiffs were entitled to damages totaling
$8,826,783 for the cost of mitigating the breach. The amount awarded included
$4,884,283 for the cost of mitigating the breach of the subordinated debt
provision of the parties contract and $3,942,500 of transaction costs
(comprised of commissions and fees) paid when Bank United issued 3,420,000
shares of preferred stock at a dividend rate of 10.12 percent to obtain
$85,500,000 of equity capital in December 1992. The court also ruled that
plaintiffs further mitigated the governments breach by various other infusions
of capital into Bank United, including a $4,200,000 infusion in 1990, a $15,000,000
infusion later in 1990, and a $16,138,988
infusion in 1991, totaling $35,338,988. In connection with those infusions, the
court held that the plaintiffs would have been entitled to any proven costs
incurred in connection with these mitigation infusions of capital, but stated
that no evidence of costs related to such additional infusions was presented.
Finally, the court awarded costs to plaintiffs.

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The court entered judgment in the case on January 8, 2002, consistent with
its previously issued Opinion and Order.

On January 23, 2002, the plaintiffs filed motions with the court asking it
to (i) amend certain findings in its October 29, 2001 opinion and amend the
judgment of January 8, 2002, (ii) reopen the record to receive additional
documentary evidence, and (iii) reopen the record to admit additional evidence
omitted from the trial record. The plaintiffs motions alleged that the courts
findings and judgment did not take into account undisputed evidence in the
trial record relating to the costs of the mitigation found by the court. The
plaintiffs alleged that the trial record contained evidence of the dividends
paid to investors through March 1999 on the $85,500,000 of preferred stock Bank
United issued in 1992, the $35,338,988 infused by plaintiffs into Bank United
as common equity capital in 1990 and 1991, and the return plaintiffs should
have made on that capital.

The motions also requested the court to amend its findings and judgment to
incorporate the additional proven costs of the mitigation found by the court.
Specifically, the plaintiffs alleged that they submitted evidence that they
paid $54,126,972 in dividends on the 1992 preferred stock through March 31,
1999 and that they infused $35,338,988 into Bank United as common equity
capital. In addition, the plaintiffs alleged that the trial record included
evidence that plaintiffs were entitled to at least a 20 percent return on the
$35,338,988 investment. Plaintiffs sought to reopen the trial record because
Bank United continued to pay dividends on the 1992 preferred stock from March
31, 1999 through the end of 2000. Most of those dividends were paid after the
trial, but before the date of the Courts opinion. Plaintiffs alleged that the
record should be reopened to allow proof of those dividend payments and that
the courts amended findings and judgment should incorporate them as well. The
government opposed the plaintiffs motions in their entirety. In appellate
court briefs, the government stated that it was not challenging the trial
courts award to plaintiffs of $4,884,283, the cost of mitigating the breach of
the subordinated debt provision of the parties contract.

On February 7, 2002, and March 7, 2002, plaintiffs submitted their Bill of
Costs, seeking $437,978 in costs from the government. On February 21, 2002, the
government filed an opposition to the plaintiffs Bill of Costs, requesting the
court to deny plaintiffs any award of costs. The Bill of Costs and opposition
are pending before the court, and it is unknown (i) whether the court will
request further briefing or oral argument on the Bill of Costs, (ii) when the
court will decide the Bill of Costs, and (iii) what amount of costs, if any,
the court will award to plaintiffs. The rules of the Court of Federal Claims do
not impose any deadline on the court for ruling on the Bill of Costs.

On April 16, 2002, the court heard oral arguments on the January 23, 2002
motions. Following oral arguments, the court denied plaintiffs motions in
their entirety.

On June 14, 2002, the plaintiffs filed a Notice of Appeal to the Appeals
Court, appealing any and all rulings, orders, and judgments rendered by the
court to date against the plaintiffs. These adverse rulings include the
October 29, 2001 ruling that the plaintiffs were not entitled to any lost
profits damages and the April 16, 2002 denial of certain motions made by the
plaintiffs.

On June 19, 2002, the case was docketed by the Appeals Court.

On June 26, 2002, the government filed a Notice of Appeal to the Appeals
Court, appealing

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the final judgment of the U.S. Court of Federal Claims,
including (1) the courts granting summary judgment for the plaintiffs on the
issue of liability against the government, (2) the courts refusal to deny
modification of that decision, and (3) the courts October 29, 2001 decision.

On August 19, 2002, the plaintiffs (or appellants) filed their opening
brief with the Appeals Court.

On September 30, 2002, the federal government (or defendant  cross
appellant) filed its opening brief with the Appeals Court.

On November 12, 2002, the plaintiffs (or appellants) filed a combined (a)
reply brief on their appeal and (b) an opposing brief on the federal
governments (defendant-cross appellants) cross appeal with the Appeals Court.

On November 27, 2002, the federal government (defendant-cross appellant)
filed its reply brief on its cross appeal with the Appeals Court.

In appellate court briefs, the government stated that it was not
challenging the trial courts award to plaintiffs of $4,884,283, the cost of
mitigating the breach of the subordinated debt provision of the parties
contract.

Oral argument took place on May 7, 2003 before a panel of judges of the
Appeals Court comprised of Chief Judge Haldane R. Mayer, Judge Sharon Prost,
and Judge Timothy B. Dyk.

On May 19, 2003, the plaintiffs (or appellants) filed a Motion for Leave
to File a Post-Argument Clarification and their Post-Argument Clarification.
The Appeals Court denied the motion by order dated May 28, 2003. No reasons
were given for the denial.

On September 22, 2003, the appeals court rendered its decision on the
appeals. In a nonprecedential opinion, written by Judge Prost, the trial court
decision was affirmed-in-part and reversed-in-part. In summary, the appeals
court affirmed the trial courts rulings except for granting that part of
defendants cross appeal seeking reduction of the award to plaintiffs by
$3,942,500. Thus, plaintiffs damages award has been reduced from $8,826,783
to $4,884,283.

On November 5, 2003, the plaintiffs filed a Petition for Rehearing (the
Petition) in the Appeals Court, seeking a rehearing by the panel and a
rehearing by the full Appeals Court sitting en banc. Plaintiffs sought a
rehearing on that part of the Appeals Court decision regarding the amount of
expectancy damages they are entitled to as a result of their mitigation
efforts. Plaintiffs did not
seek a rehearing of the Appeals Courts decision denying plaintiffs lost
profits and cost of substitute capital claims.

On November 21, 2003, the defendants filed a Motion for Reissuance of a
Nonprecedential Opinion as a Precedential Disposition with the Appeals Court
and on December 1, 2003, the plaintiffs filed a Response to Defendants Motion
for Reissuance of a Nonprecedential Opinion as a Precedential Disposition and a
Motion for Leave to File the Defendants Motions and Plaintiffs Response as a
Supplement to Plaintiffs Petition for Rehearing En Banc.

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On December 12, 2003, the Appeals Court denied the plaintiffs Petition
for Rehearing. Thus, the Appeals Court has determined a final award of
$4,884,283 to the plaintiffs.

After the Appeals Court denial, plaintiffs retained new counsel
experienced in matters before the Supreme Court of the United States. Counsel
will evaluate the potential of seeking review before the Supreme Court, and, if
warranted, to prepare and file a Petition for a Writ of Certiorari.

On February 23, 2004, the Plaintiffs applied to Chief Justice William H.
Rehnquist for a thirty day extension of time to file the petition for a Writ of
Certiorari. Chief Justice Rehnquist granted the application, extending the
petition filing date to April 9, 2004. The Supreme Court has absolute
discretion to accept or deny review of all petitions filed with the Court. In
addition, the Supreme Court accepts review of very few petitions during each
annual term of the Court. Further, should the Supreme Court accept to review,
it may still allow the Appeals Court judgement to stand. The Litigation Trust
is determining what, if anything, will be its next course of action.

Related Cases.The Litigation is one of a number of cases filed against
the United States in the United States Court of Federal Claims involving
acquisitions of failed savings institutions and alleging that changes in
regulatory capital calculation and capital regulations brought about by the
Financial Institutions Reform Recovery and Enforcement Act (FIRREA)
constitute a breach of the contract between the acquiring institution and the
federal government. Each of these cases presents facts that are specific to
the parties to the litigation, and the plaintiffs in these cases allege diverse
legal theories of damages. Several cases have been tried and most of those
have reached the appellate court.

The Appeals Court, which hears appeals from the United States Court of
Federal Claims, has decided, in addition to Bank United v. United States,
Glendale Federal Bank v. United States, California Federal Bank v. United
States, Bluebonnet Savings Bank v. United States, Glass v. United States,
Landmark Land Company v. United States, Coast Federal Bank v. United States,
Castle v. United States, LaSalle Talman Bank v. United States, and Bailey v.
United States.

In Glendale, the Appeals Court reversed the Court of Federal Claims award
of restitution damages as too speculative and indeterminate and remanded the
case for determination of Glendales reliance damages. On remand, the Court of
Federal Claims reaffirmed the previous award of $380.8 million in reliance
damages, but denied further damages to plaintiffs. The government has appealed
and Glendale has cross-appealed. This case is pending before the Appeals
Court.

In California Federal, the Court of Federal Claims granted summary
judgment in favor of the United States on California Federals lost profits
claim. The Appeals Court reversed and remanded the case for a trial on lost
profits. In addition, the Appeals Court affirmed the Court of Federal Claims
factual finding that California Federals cost of replacing capital was limited
to the transaction costs of replacing the goodwill phased out by FIRREA.
Petitions for rehearing by both parties were denied by the Appeals Court and
petitions for writ of certiorari to the Supreme Court of the United States by
both parties were denied. On remand, the Court of Federal Claims found that
California Federal failed to prove lost profits. California Federal has
appealed the Court of Federal

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Claims decision to the Appeals Court, and the
government has cross-appealed. This case is pending before the Appeals Court.

The Bluebonnetplaintiffs sought damages for additional borrowing costs
caused by FIRREA. They did not seek lost profits. The Court of Federal Claims
awarded plaintiffs no damages, because it found that they had not proved
damages with reasonable certainty. The Appeals Court affirmed in part and
reversed in part, finding that some of the plaintiffs additional borrowing
costs were proved with reasonable certainty. The parties sought rehearing,
which was denied. On remand, the Court of Federal Claims awarded $132.4
million to the Bluebonnet plaintiffs, a sum it believed was mandated. The
Appeals Court vacated the Court of Federal Claims judgment and remanded the
case for the Court of Federal Claims to determine the proper damages after
further proceedings. The Bluebonnet plaintiffs sought rehearing, which was
denied. This case is pending before the Court of Federal Claims.

In Glass, the Appeals Court reversed the Court of Federal Claims award of
restitution and other damages on procedural grounds that are not at issue in
the Litigation. The Appeals Court held that shareholders of the thrift and the
Federal Deposit Insurance Corporation (FDIC) did not have standing to pursue
their claims against the United States. The shareholders and the FDIC filed
petitions for rehearing, which were denied. On remand, the Court of Federal
Claims denied plaintiffs direct claims, and plaintiffs appealed. The Appeals
Court affirmed on a procedural ground. This case is concluded.

In Landmark, the Court of Federal Claims awarded $21.5 million in
restitution, the amount of plaintiffs initial investment in the thrift and
denied Landmarks claim for reliance damages on the ground that they were not
foreseeable. The Court of Federal Claims also awarded the FDIC $17.7 million
in restitution damages. The Appeals Court affirmed the judgment as to
Landmark. The Appeals Court reversed the judgment as to the FDIC, holding that
the FDIC did not have standing to pursue its claim against the United States.
The FDIC and Landmark sought rehearing, which was denied. This case is
concluded.

In Coast,the Court of Federal Claims, on motion for summary judgment,
ruled that a $299 million capital credit granted Coast had to be amortized.
This ruling foreclosed significant damages and Coast appealed. A panel of the
Appeals Court initially reversed, holding that the capital credit did not have
to be amortized, and remanded to the Court of Federal Claims for a
determination of Coasts damages. The Appeals Court subsequently granted
rehearing en banc and reversed the panel, holding that the goodwill had to be
amortized. The Appeals Court vacated the panel opinion and reinstated the
judgment of the Court of Federal Claims. This case is concluded.

In Castle, the Court of Federal Claims awarded plaintiffs $15.1 million in
restitution damages and rejected their Fifth Amendment takings claim. The
Appeals Court reversed, holding that the contract documents did not require
plaintiffs to contribute the $15.1 million to recapitalize the acquired thrift,
that plaintiffs voluntarily contributed the $15.1 million, and that plaintiffs
therefore could not recover it as damages under a restitution theory. The
Appeals Court also affirmed the Court of Federal Claims holding on the takings
theory. Castles petition for rehearing was denied, and the Supreme Court of
the United States denied a petition for writ of certiorari. This case is
concluded.

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In LaSalle Talman, the Court of Federal Claims awarded $5 million in
expenses related to the thrifts acquisition by an outside investor that was
made necessary by the breach, but rejected further relief because it found that
the thrift was better off in the years after the acquisition than the thrift
would have been absent the breach, in part because of the beneficial effect on
the thrift of significant additional capital infusions made by the investor
after the initial acquisition that mitigated the breach. The Appeals Court
affirmed in part, but reversed and remanded for a calculation of damages based
on the difference between the thrifts projected profits absent the breach and
the thrifts post-breach profits, excluding the effect of the additional
infusions that occurred after the breach was mitigated and unrelated to the
breach. The governments petition for rehearing was denied and the case was
remanded for further proceedings. This case is set for trial in April 2004
before the Court of Federal Claims.

In Bailey, the Court of Federal Claims granted summary judgment in favor
of the United States on the plaintiffs contract and Fifth Amendment takings
claim. The Court of Federal Claims ruled that the shareholders of the thrift
and the FDIC did not have standing to pursue their contract claims, that the
FDIC did not have standing to pursue its takings claim, and that the
shareholders did not establish a taking of their contractual remedy. The
Appeals Court affirmed the judgment on these same grounds. The shareholders
filed a petition for rehearing, which was denied. The shareholders have filed
a petition for writ of certiorari at the Supreme Court of the United States.
The petition for writ of certiorari is pending.

Damages.Each savings institution affected by the Financial Institutions
Reform Recovery and Enforcement Act and the applicable capital calculations and
capital regulations addressed the resulting reduction in its regulatory capital
in its own fashion based on the unique facts and circumstances faced by the
institution. Accordingly, the extent and amount of any damages awarded to the
institutions that have brought actions against the United States is expected to
be fact specific. Even if plaintiffs in similar cases are successful in
securing damage awards, there may not be any damage recovery in the Litigation.

At the trial in the U.S. Court of Federal Claims, plaintiffs offered
evidence in support of three alternative damages models. The first model
calculated the plaintiffs lost profits damages from the governments three
breaches of contract relating to capital levels, subordinated debt, and
goodwill. The damages calculated totaled $553,291,000. A second model
calculated lost profits damages arising solely from the breach of the
subordinated debt promise, which totaled $96,085,000. The third model
calculated what the cost of raising substitute capital in 1989 to repair the
governments three breaches would have been, which was calculated to be
$117,227,000. In addition to any recovery under the alternative models, the
plaintiffs sought recovery of $4,884,283 in out-of-pocket costs caused by the
governments breach of the subordinated debt promise. In appellate court
briefs, the government stated that it was not challenging the trial courts
award to plaintiffs of that
$4,884,283. As noted above, the court rejected plaintiffs lost profits
claims and plaintiffs model for calculating the cost of substitute capital.
The court held that plaintiffs fully mitigated the governments breach and that
the plaintiffs were entitled to damages totaling $8,826,783 for the cost of
mitigating the breach. Plaintiffs have filed post trial motions seeking to
amend the findings and judgment of the court and sought an additional amount of
mitigation damages exceeding $160,000,000. The court denied those motions.

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The appeals court reduced the damages originally awarded to the
plaintiffs from $8,826,783 to $4,884,283. On November 5, 2003, the
plaintiffs filed a Petition for Rehearing (the Petition) in the Appeals
Court, seeking a rehearing by the panel and a rehearing by the full Appeals
Court sitting en banc. Plaintiffs sought a rehearing on that part of the
Appeals Court decision regarding the amount of expectancy damages they are
entitled to as a result of their mitigation efforts. Plaintiffs did not seek a
rehearing of the Appeals Courts decision denying plaintiffs lost profits and
cost of substitute capital claims. The Appeals Court denied the Petition for
Rehearing on December 12, 2003.

The plaintiffs have until April 9, 2004 within which to determine whether
to appeal the Appeals Courts final award by filing a petition for a Writ of
Certiorari with the Supreme Court of the United States.

Until such time as all appeal efforts have been exhausted and a final
determination has been rendered concerning the Bill of Costs, it is impossible
to predict the total amount of any recovery available to be paid to the CPR
certificateholders because any recovery in the Litigation could be less than
the fees, costs, interest, taxes and tax benefits associated with that
recovery. Finally, as noted above, it is possible there will be no recovery in
the Litigation.

Legal expense, which is primarily comprised of third party attorney fees
and costs, totaled $226,225 and $943,167 for the years ended December 31, 2003
and 2002. The decrease in legal expense is a result of more activity in the
Litigation during fiscal 2002 than in 2003.

Management of the Litigation

General.The Litigation Trustees are Salvatore A. Ranieri, a former
director of Bank United Corp. and the former General Counsel of Bank United
Corp.s predecessor entities, and Jonathon K. Heffron, the former Executive
Vice President, Chief Operating Officer and General Counsel of Bank United
Corp. and Bank United. Messrs. Ranieri and Heffron both have knowledge of the
facts underlying the Litigation. Mr. Ranieri is also the General Counsel of
Hyperion Partners L.P. and he wholly owns and controls a general partner of the
general partner of Hyperion Partners L.P. Messrs. Ranieri and Heffron have
been involved in the prosecution of the Litigation to date. Under the
Declaration of Trust for the CPR Trust and the Litigation Trustee Agreements,
the Litigation Trustees have the sole and exclusive right to instruct
Washington Mutual, Inc. with respect to all decisions regarding the prosecution
of the Litigation. This right includes the right to direct Washington Mutual,
Inc. to dismiss, settle, or cease prosecuting the Litigation and to control
other aspects of the Litigation, such as hiring, firing, and supervising legal
counsel. However, the Litigation Trustees may not cause Washington Mutual,
Inc. or Washington Mutual Bank, FA to enter into any settlement agreement or
other ruling or agreement as part of the resolution of the Litigation or a
related Internal Revenue Service ruling if the agreement imposes any liability
or obligation on Washington Mutual,
Inc. or any of its affiliates or adversely affects or restricts the conduct of
its business or adversely affects its tax posture with respect to other
matters, other than a standard settlement release relating only to the
Litigation or other related claims that the plaintiffs could have brought
immediately prior to the Washington Mutual, Inc. merger.

Prior to the completion of the Washington Mutual, Inc. merger, Bank United
Corp. established an advisory committee for the CPR Trust composed of certain
then current directors of Bank United Corp. The

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members of the advisory
committee are Lewis S. Ranieri, former Chairman of the Board of Directors of
Bank United Corp., Barry C. Burkholder, a former director and the former Chief
Executive Officer and President of Bank United Corp., and Michael Stevens, a
former director of Bank United Corp. Pursuant to the Declaration of Trust of
the CPR Trust, the Litigation Trustees are entitled to consult with the
advisory committee. The Litigation Trustees have not had any consultations with
the advisory committee.

The Litigation Trustee agreements provided for compensation to each
Litigation Trustee during the term of his service as a Litigation Trustee. The
agreements provided for quarterly payments totaling $500,000 per year for three
years. The Litigation Trustees have now been paid all of their compensation
payments. The Litigation Trustees continue to be entitled to reimbursement of
all reasonable out-of-pocket expenses and other expenses. In addition, as an
incentive to the Litigation Trustees, each of the Litigation Trustees received
291,899 CPR Certificates, representing 0.75% of the total number of CPR
Certificates issuable in the Reorganization. If either of the Litigation
Trustees were to resign his position prior to termination of the Litigation, he
would forfeit the 291,899 CPR certificates awarded to him. As of December 31,
2003, Messrs. Heffron and Ranieri beneficially own 516,241 and 727,899 CPR
Certificates, respectively.

Authority.The Declaration of Trust for the CPR Trust provides that the
Litigation Trustees may adopt their own rules and procedures, but may act only
with the approval of both Litigation Trustees or the sole remaining Litigation
Trustee then in office. If the number of Litigation Trustees is increased above
two, then approval of the Litigation Trustees requires the affirmative vote of
a majority of the Litigation Trustees then in office. The Litigation Trustees
may, in their discretion, delegate to one or more of the Litigation Trustees
the authority to act on behalf of the Litigation Trustees except regarding the
retention or dismissal of counsel for Washington Mutual, Inc. or the Litigation
Trustees or the approval of a settlement or dismissal of the Litigation.

Institutional Trustee.The institutional trustee is Wachovia Bank, N.A.
(successor to First Union Trust Company, National Association). Wachovia
Bank, N.A. also serves as the paying agent, the transfer agent, and the
certificate registrar for the Trust. In these capacities, the institutional
trustee will, among other things, establish necessary bank accounts on behalf
of the Trust, distribute the payment amount, if any, and other amounts to
certificateholders, authenticate CPR certificates, resolve certificateholder
transfer and other issues, and ensure the preservation of the Trusts valid
existence under the laws of Delaware.

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Summary Financial Information

The CPR Trust had no revenues in 2003. The CPR Trusts only source of
funding for payment of expenses and operations is Washington Mutual, Inc.s
obligation to fund expenses under the Commitment Agreement. The following is a
statement that details the expense activities for the year ended December 31,
2003, as well as the cash balance available to cover accrued but unpaid
expenses (dollars in thousands):

|                                                                |                                     |   |                   |        |  
|--------------------------------------------------------------- | ----------------------------------- | - | ----------------- | ------ | -
|                                                                |                                     |   | Year ended       
|                                                                |                                     |   | December 31, 2003
|                                                                |                                     |   |                  
|Cash balance at December 31, 2002                               |                                     | $ | 631               |       
|Deposits by WAMU during the period                              |                                     |   | 958               |       
|                                                                |                                     |   |                   |       
|                                                                |                                     |   | 1,589             |       
|                                                                |                                     |   |                   |       
|Disbursements during the year                                   |                                     |   |                   |       
|                                                                | Litigation
trustee fees             |   |                   | (1,000 | )
|                                                                | Licenses, permits and filing fees   |   |                   | (15    | )
|                                                                | Legal                               |   |                   | (248   | )
|                                                                | Accounting and auditing fees        |   |                   | (83    | )
|                                                                | Trust administration fees           |   |                   | (23    | )
|                                                                | Office and other                    |   |                   | (78    | )
|                                                                |                                     |   |                   |       
|                                                                | Total disbursements during the year |   |                   | (1,447 | )
|                                                                |                                     |   |                   |       
|Cash or expense fund advances not used at December 31, 2003     |                                     |   | 142               |       
|Accrued expenses at December 31, 2003, excluding interest costs |                                     |   |                   |       
|                                                                | Legal                               |   |                   | (22    | )
|                                                                | Accounting and auditing fees        |   |                   | (56    | )
|                                                                | Office and other                    |   |                   | (9     | )
|                                                                |                                     |   |                   |       
|                                                                | Total                               |   |                   | (87    | )
|                                                                |                                     |   |                   |       
|Cash balance at December 31, 2003 available for future expenses |                                     | $ | 55                |       
|                                                                |                                     |   |                   |       

In addition, $351,013 and $231,806 of expense was accrued during the years
ended December 31, 2003 and 2002, for interest payable to Washington Mutual,
Inc. on expense fund advances, at an interest rate provided for under the terms
of the Commitment Agreement. Payment of such accrued interest payable is
contingent upon receipt of the Commitment Amount.

The CPR Trust may issue additional CPR Certificates that represent pro
rata interests in the assets of the CPR Trust in order to pay expenses.
However, it may not be possible to obtain purchasers of the additional CPR
Certificates and there is no assurance that the terms of any such purchases
would be reasonable. In the event additional CPR Certificates are issued and
existing CPR certificateholders are not given the opportunity to purchase, or
do not purchase a pro rata amount in such issuance, such certificateholders
indirect interest in the litigation payment amount will be

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diluted. The CPR
Trust is authorized to borrow additional funds for the sole purpose of funding
expenses of the CPR Trust, but only if such borrowings represent debt of the
CPR Trust (and not ownership interests) for federal income tax purposes.
Furthermore, it may not be possible for the CPR Trust to borrow funds (and, if
it is able to borrow funds, there can be no assurance as to the terms upon
which such borrowings may be available).

Forward-Looking Information

Statements and financial discussion and analysis by the Litigation
Trustees contained throughout this Annual Report on Form 10K that are not
historical facts are forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve a number of risks and uncertainties. For
further information regarding these risks and uncertainties, see Risk Factors
in the Prospectus filed by the CPR Trust with, and declared effective by, the
SEC on January 9, 2001 (SEC File Number 333-49302).

Certificateholder Inquiries

Certificateholder inquiries, including requests for the following: (i)
change of address;
(ii) replacement of lost stock certificates; (iii) certificate name
registration changes; (iv) Quarterly Reports on Form 10-Q; (v) Annual Reports
on Form 10-K; and (vii) information regarding stockholdings, should be directed
to:

|                                    
|------------------------------------
|Wachovia Bank, N.A                  
|Corporate Trust Equity Services     
|1525 West. W.T. Harris Blvd., 3C3   
|Charlotte, North Carolina 28288-1153




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Independent Auditors Report

The Trustees
Bank United Corp. Litigation Contingent Payment Rights Trust:

We have audited the accompanying statements of financial condition of the Bank
United Corp. Litigation Contingent Payment Rights Trust as of December 31, 2003
and 2002, and the related statements of operations, changes in
certificateholders deficit and cash flows for the years then ended. These
financial statements are the responsibility of the Litigation Trustees. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Bank United Corp.
Litigation Contingent Payment Rights Trust as of December 31, 2003 and 2002,
and the results of its operations and its cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United
States of America.

KPMG LLP

Houston, Texas
March 4, 2004

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BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands)

|                                                                                                                                           |                                                   |   |                 |        |      |   |        |        |  
|------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------- | - | --------------- | ------ | ---- | - | ------ | ------ | -
|                                                                                                                                           |                                                   |   | At December 31,
|                                                                                                                                           |                                                   |   |                
|                                                                                                                                           |                                                   |   | 2003            |        | 2002
|                                                                                                                                           |                                                   |   |                 |        |     
|ASSETS                                                                                                                                     |                                                   |   |                 |        |      |   |        |       
|Cash (note 1)                                                                                                                              |                                                   | $ | 142             |        |      | $ | 631    |       
|Accounts receivable (note 2)                                                                                                               |                                                   |   | 6               |        |      |   | 15     |       
|Prepaid expenses                                                                                                                           |                                                   |   | 1               |        |      |   | 1      |       
|                                                                                                                                           |                                                   |   |                 |        |      |   |        |       
|                                                                                                                                           | Total assets                                      |   | $               | 149    |      |   | $      | 647    |  
|                                                                                                                                           |                                                   |   |                 |        |      |   |        |       
|LIABILITIES AND CERTIFICATEHOLDERS DEFICIT                                                                                                |                                                   |   |                 |        |      |   |        |       
|Expense fund advances (note 4)                                                                                                             |                                                   | $ | 5,492           |        |      | $ | 4,534  |       
|Other liabilities (notes 4 and 7)                                                                                                          |                                                   |   | 747             |        |      |   | 437    |       
|                                                                                                                                           |                                                   |   |                 |        |      |   |        |       
|                                                                                                                                           | Total liabilities                                 |   |                 | 6,239  |      |   |        | 4,971  |  
|Certificateholders deficit (note 5)                                                                                                       |                                                   |   |                 |        |      |   |        |       
|Certificates, no par value, 38,919,884
authorized, 38,814,022 issued and outstanding
in 2003 and 38,716,528 issued and outstanding
in 2002 |                                                   |   |                |        |      |   |       |       
|Accumulated deficit                                                                                                                        |                                                   |   | (6,090          | )      |      |   | (4,324 | )     
|                                                                                                                                           |                                                   |   |                 |        |      |   |        |       
|                                                                                                                                           | Total certificateholders deficit                 |   |                 | (6,090 | )    |   |        | (4,324 | )
|                                                                                                                                           |                                                   |   |                 |        |      |   |        |       
|                                                                                                                                           | Total liabilities and certificateholders deficit |   | $               | 149    |      |   | $      | 647    |  
|                                                                                                                                           |                                                   |   |                 |        |      |   |        |       

See accompanying notes to financial statements.

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BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
STATEMENTS OF OPERATIONS
(in thousands, except per share data)

|                                  |  |                   |        |                   |  |   |        |  
|--------------------------------- |  | ----------------- | ------ | ----------------- |  | - | ------ | -
|                                  |  | Year ended        |        | Year ended       
|                                  |  | December 31, 2003 |        | December 31, 2002
|                                  |  |                   |        |                  
|REVENUE                           |  | $                 |       |                   |  | $ | 4      |  
|                                  |  |                   |        |                   |  |   |        |  
|EXPENSES                          |  |                   |        |                   |  |   |        |  
|Litigation trustee fees (note 3)  |  |                   | (1,000 | )                 |  |   | (1,000 | )
|Insurance                         |  |                   |       |                   |  |   | (29    | )
|Licenses, permits and filing fees |  |                   | (15    | )                 |  |   | (15    | )
|Legal expense                     |  |                   | (226   | )                 |  |   | (943   | )
|Accounting and auditing fees      |  |                   | (83    | )                 |  |   | (87    | )
|Trust administration fees         |  |                   | (23    | )                 |  |   | (25    | )
|Financial printing expense        |  |                   | (7     | )                 |  |   | (4     | )
|Interest expense (note 4)         |  |                   | (351   | )                 |  |   | (232   | )
|Office and other                  |  |                   | (61    | )                 |  |   | (57    | )
|                                  |  |                   |        |                   |  |   |        |  
|                                  |  |                   | (1,766 | )                 |  |   | (2,392 | )
|                                  |  |                   |        |                   |  |   |        |  
|NET LOSS                          |  | $                 | (1,766 | )                 |  | $ | (2,388 | )
|                                  |  |                   |        |                   |  |   |        |  
|NET LOSS PER CERTIFICATE (note 1) |  | $                 | (0.05  | )                 |  | $ | (0.06  | )
|                                  |  |                   |        |                   |  |   |        |  

See accompanying notes to financial statements.

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BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
STATEMENTS OF CHANGES IN CERTIFICATEHOLDERS DEFICIT
(dollars in thousands)

|                             |  |              |            |              |  |         |   |             |  |                     |        |   |  |       |        |  
|---------------------------- |  | ------------ | ---------- | ------------ |  | ------- | - | ----------- |  | ------------------- | ------ | - |  | ----- | ------ | -
|                             |  |              |            |              |  |         |   |             |  |                     |        |   |  | Total
|                             |  | Number of    |            |              |  |         |   | Accumulated |  | Certificateholders
|                             |  | Certificates |            | Certificates |  | Deficit |   | Deficit    
|                             |  |              |            |              |  |         |   |            
|Balance at December 31, 2001 |  |              | 36,485,346 |              |  | $       |  |             |  | $                   | (1,936 | ) |  | $     | (1,936 | )
|Shares issued                |  |              | 2,231,182  |              |  |         |  |             |  |                     |       |   |  |       |       |  
|Net loss                     |  |              |           |              |  |         |  |             |  |                     | (2,388 | ) |  |       | (2,388 | )
|                             |  |              |            |              |  |         |   |             |  |                     |        |   |  |       |        |  
|Balance at December 31, 2002 |  |              | 38,716,528 |              |  |         |  |             |  |                     | (4,324 | ) |  |       | (4,324 | )
|                             |  |              |            |              |  |         |   |             |  |                     |        |   |  |       |        |  
|Shares issued                |  |              | 97,494     |              |  |         |  |             |  |                     |       |   |  |       |       |  
|Net loss                     |  |              |           |              |  |         |  |             |  |                     | (1,766 | ) |  |       | (1,766 | )
|                             |  |              |            |              |  |         |   |             |  |                     |        |   |  |       |        |  
|Balance at December 31, 2003 |  |              | 38,814,022 |              |  | $       |  |             |  | $                   | (6,090 | ) |  | $     | (6,090 | )
|                             |  |              |            |              |  |         |   |             |  |                     |        |   |  |       |        |  

See accompanying notes to financial statements.

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BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
STATEMENTS OF CASH FLOWS
(in thousands)

|                                     |                                                                        |                               |     |                   |     |                   |     |        |    | 
|------------------------------------ | ---------------------------------------------------------------------- | ----------------------------- | --- | ----------------- | --- | ----------------- | --- | ------ | -- | 
|                                     |                                                                        |                               |     | Year ended        |     | Year ended       
|                                     |                                                                        |                               |     | December 31, 2003 |     | December 31, 2002
|                                     |                                                                        |                               |     |                   |     |                  
|CASH FLOWS FROM OPERATING ACTIVITIES |                                                                        |                               |     |                   |     |                   |     |       
|                                     | Net loss                                                               |                               | $   | (1,766            | )   |                   | $   | (2,388 | ) 
|                                     |                                                                        |                               |     |                   |     |                   |     |       
|                                     | Adjustments to reconcile net loss to cash used in
operating activities |                               |     |                   |     |                   |     |        |   
|                                     |                                                                        | Decrease in other assets      |     |                   | 9   |                   |     |        | 52 | 
|                                     |                                                                        | Increase in other liabilities |     |                   | 310 |                   |     |        | 57 | 
|                                     |                                                                        |                               |     |                   |     |                   |     |       
|                                     | Total adjustments                                                      |                               |     | 319               |     |                   |     | 109    |   
|                                     |                                                                        |                               |     |                   |     |                   |     |       
|                                     | Net cash used in operating activities                                  |                               |     | (1,447            | )   |                   |     | (2,279 | ) 
|                                     |                                                                        |                               |     |                   |     |                   |     |       
|CASH FLOWS FROM FINANCING ACTIVITIES |                                                                        |                               |     |                   |     |                   |     |       
|                                     | Expense fund advances                                                  |                               |     | 958               |     |                   |     | 2,007  |   
|                                     |                                                                        |                               |     |                   |     |                   |     |       
|                                     | Net decrease in cash                                                   |                               |     | (489              | )   |                   |     | (272   | ) 
|CASH AT BEGINNING OF YEAR            |                                                                        |                               | 631 |                   |     |                   | 903 |       
|                                     |                                                                        |                               |     |                   |     |                   |     |       
|CASH AT END OF YEAR                  |                                                                        | $                             | 142 |                   |     | $                 | 631 |       
|                                     |                                                                        |                               |     |                   |     |                   |     |       

See accompanying notes to financial statements.

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BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
Notes to Financial Statements

1.   Summary of Significant Accounting Policies

Principles of presentation

The Bank United Corp. Litigation Contingent Payment Rights Trust (the CPR
Trust) is a statutory business trust created under Delaware law on November 2,
2000. Bank United Corp. created the CPR Trust in connection with its merger
with Washington Mutual, Inc., which was completed on February 9, 2001. The
assets of the CPR Trust consist primarily of the right to receive a portion of
any proceeds received by Washington Mutual, Inc. and Washington Mutual Bank, FA
(as successors to Bank United Corp. and Bank United) in any judgment or
settlement of the forbearance litigation (the Litigation) against the United
States described below in note 2.

Cash

Cash balances are held in noninterest earning accounts at Washington
Mutual Bank, FA.

Fair Value of Financial Instruments

All of the CPR Trusts financial instruments are carried at fair value or
amounts approximating fair value due to the relative short-term to maturity.

Use of Estimates

The Litigation Trustees have made a number of estimates and assumptions
relating to the reporting of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported amounts of expenses in
order to prepare these financial statements in conformity with generally
accepted accounting principles generally accepted in the United States of
America. Actual results could differ from those estimates.

Net loss per certificate

The net loss per certificate was calculated by dividing the net loss by
the weighted average number of certificates outstanding (38,774,312 and
37,328,017 average certificates outstanding for the years ended December 31,
2003 and 2002). The only potentially dilutive effect, if the CPR Trust had
earnings, would result from the exercise of the remaining outstanding stock
options. However, because the CPR Trust incurred a net loss, no dilutive effect
was considered in the net loss per certificate calculation.

Federal income taxes

The CPR Trust is treated as a grantor trust for federal income tax
purposes. A grantor trust is not a separate taxable entity. Income resulting
from payments received by the CPR Trust

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is required to be reported for federal income tax purposes by
certificateholders. The Washington Mutual, Inc. consolidated group will
recognize expenses incurred by the CPR Trust for federal income tax purposes.
Therefore, no effect has been provided for federal income taxes.

2.   The Litigation

On July 25, 1995, Bank United Corp., Bank United, and their then
affiliate, Hyperion Partners L.P., filed suit against the United States in the
U.S. Court of Federal Claims for failure of the United States to adhere to its
agreement to waive or forbear from enforcing certain regulatory provisions
concerning capital requirements, liquidity requirements, accounting
requirements, and other matters. The plaintiffs sought damages in excess of
$550 million. The government argued that the damages to plaintiffs as a result
of the breach, if any, were speculative and approached zero.

In March 1999, the U.S. Court of Federal Claims granted Bank United
Corp.s motion for summary judgment on the issue of liability, holding the
United States liable for all claims. In August 1999, the Court denied a motion
for summary judgment filed by the United States on the issue of lost profit
damages. The case proceeded to trial on the amount of damages in September
1999, and the taking of evidence by the Court concluded in October 1999. The
parties submitted post-trial briefs followed by closing argument in February
2000.

In October 2001, the court ruled that the plaintiffs are not entitled to
any lost profits, but are entitled to recover mitigation costs of $8,826,783.

In January 2002, the plaintiffs filed motions with the court asking it to
(i) amend certain findings in its October 29, 2001 opinion and amend a
judgement of January 8, 2002, (ii) reopen the record to receive additional
documentary evidence, and (iii) reopen the record to admit additional evidence
omitted from the trial record.

In February and March 2002, the plaintiffs filed their Bill of Costs,
seeking $437,978 in costs from the government. In February 2002, the federal
government filed its opposition to the January 2002 motions filed by the
plaintiffs. The government opposed the plaintiffs motions in their entirety,
as well as the Bill of Costs. The U.S. Court of Federal Claims has not yet
ruled on the Bill of Costs and there is no deadline for it to do so.

On April 16, 2002, the court heard oral arguments on the January 2002
motions. Following oral arguments, the court denied plaintiffs motions in
their entirety.

On June 14, 2002, the plaintiffs filed a Notice of Appeal to the Appeals
Court, appealing any and all rulings, orders, and judgments rendered by the
court to date against the plaintiffs. These adverse rulings include the
October 29, 2001 ruling that the plaintiffs were not entitled to any lost
profits damages and the April 16, 2002 denial of certain motions made by the
plaintiffs.

On June 26, 2002, the government filed a Notice of Appeal to the Appeals
Court, appealing the final judgment of the U.S. Court of Federal Claims,
including (1) the courts granting summary judgment for the plaintiffs on the
issue of liability against the government, (2) the courts refusal to deny
modification of that decision, and (3) the courts October 29, 2001

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decision.

On August 19, 2002, the plaintiffs (or appellants) filed their opening
brief with the Appeals Court.

On September 30, 2002, the federal government (or defendant  cross
appellant) filed its opening brief with the Appeals Court.

On November 12, 2002, the plaintiffs (or appellants) filed a combined (a)
reply brief on their appeal and (b) an opposing brief on the federal
governments (defendant-cross appellants) cross appeal with the Appeals Court.

On November 27, 2002, the federal government (defendant-cross appellant)
filed its reply brief on its cross appeal with the Appeals Court.

In appellate court briefs, the government stated that it was not
challenging the trial courts award to plaintiffs of $4,884,283, the cost of
mitigating the breach of the subordinated debt provision of the parties
contract.

Oral argument took place on May 7, 2003 before a panel of judges of the
Appeals Court comprised of Chief Judge Haldane R. Mayer, Judge Sharon Prost,
and Judge Timothy B. Dyk. The case was submitted for decision following oral
argument.

On May 19, 2003, the plaintiffs (or appellants) filed a Motion for Leave
to File a Post-Argument Clarification and their Post-Argument Clarification.
The Appeals Court denied the motion by order dated May 28, 2003. No reasons
were given for the denial.

On September 22, 2003, the appeals court rendered its decision on the
appeals. In a nonprecedential opinion, written by Judge Prost, the trial court
decision was affirmed-in-part and reversed-in-part. In summary, the appeals
court affirmed the trial courts rulings except for granting that part of
defendants cross appeal seeking reduction of the award to plaintiffs by
$3,942,500. Thus, plaintiffs damages award has been reduced from $8,826,783
to $4,884,283.

On November 5, 2003, the plaintiffs filed a Petition for Rehearing (the
Petition) in the Appeals Court, seeking a rehearing by the panel and a
rehearing by the full Appeals Court sitting en banc. Plaintiffs sought a
rehearing on that part of the Appeals Court decision regarding the amount of
expectancy damages they are entitled to as a result of their mitigation
efforts. Plaintiffs did not seek a rehearing of the Appeals Courts decision
denying plaintiffs lost profits and cost of substitute capital claims.

On November 21, 2003, the defendants filed a Motion for Reissuance of a
Nonprecedential Opinion as a Precedential Disposition with the Appeals Court
and on December 1, 2003, the plaintiffs filed a Response to Defendants Motion
for Reissuance of a Nonprecedential Opinion as a Precedential Disposition and a
Motion for Leave to File the Defendants Motions and Plaintiffs Response as a
Supplement to Plaintiffs Petition for Rehearing En Banc.

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On December 12, 2003, the Appeals Court denied the plaintiffs Petition.
Thus, the Appeals Court has determined a final award of $4,884,283 to the
plaintiffs.

After the Appeals Court denial, plaintiffs retained new counsel
experienced in matters before the Supreme Court of the United States. Counsel
will evaluate the potential of seeking review before the Supreme Court, and, if
warranted, to prepare and file a Petition for a Writ of Certiorari.

On February 23, 2004, the Plaintiffs applied to Chief Justice William H.
Rehnquist for a thirty day extension of time to file the petition for a Writ of
Certiorari. Chief Justice Rehnquist granted the application, extending the
petition filing date to April 9, 2004. The Supreme Court has absolute
discretion to accept or deny review of all petitions filed with the Court. In
addition, the Supreme Court accepts review of very few petitions during each
annual term of the Court. Further, should the Supreme Court accept to review,
it may still allow the Appeals Court judgement to stand. The Litigation Trust
is determining what, if anything, will be its next course of action.

There can be no assurance as to the amount, if any, and type of damages
that Washington Mutual, Inc. or Washington Mutual Bank, FA (as successors to
Bank United Corp. and Bank United) may ultimately recover after all appeal
efforts have been exhausted and a decision concerning the Bill of Costs has
been rendered. Further, it is impossible to predict the total amount of any
recovery available to be paid to the CPR certificateholders because any
recovery in the Litigation could be less than the fees, costs, interest, taxes,
and tax benefits associated with that recovery.

The amount owed by the CPR Trust to Washington Mutual, Inc. at December
31, 2003 for expense fund advances exceeds the $4,884,283 award. If the
Litigation were to terminate because of a decision by the CPR Trust not to file
a Writ of Certiorari (Writ) to the Supreme Court of the United States of
America, there would be no recovery to the CPR certificateholders because the
eighty five percent (85%) share to the CPR Trust of the total recovery awarded
by the appeals court (plus the amount of the Bill of Costs if it were awarded
in full to plaintiffs) is less than the amount that would be owed by the CPR
Trust to Washington Mutual, Inc. Similarly, there would be no recovery to the
CPR certificateholders if the CPR Trust decided to file a Writ and the Supreme
Court denied it. In summary, as has always been the case ever since the CPR
certificates were first registered and issued, it is possible that there will
be no recovery to the CPR certificateholders in the Litigation and that the CPR
Certificates may be worthless.

The terms of the July 1996 recovery agreement entered into by Bank United
Corp., Bank United, and Hyperion Partners L.P., entitle Washington Mutual, Inc.
and Washington Mutual Bank, FA, as successors to Bank United Corp. and Bank
United, respectively, to 85% of any recovery in connection with the Litigation.
Hyperion Partners L.P. is entitled to the remaining 15%. The recovery
agreement further provides for Hyperion Partners L.P. to share in 15% of the
expenses of the Litigation (primarily attorney fees and costs). At December
31, 2003 and December 31, 2002, the CPR Trust had an outstanding receivable
from Hyperion Partners L.P. totalling $3,357 and $15,340, which was current as
to its payment terms.

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3.   Litigation trustee fees

The CPR Trust and the Litigation are managed by the two Litigation
Trustees who have knowledge of the facts underlying the Litigation and who have
previously served as general counsel to Bank United Corp. or its predecessor
entities. In turn, the Litigation Trustees each received a $500,000 fee per
year, for three years and 291,899 CPR Certificates upon the formation of the
CPR Trust. The Litigation Trustees have now been paid all of their quarterly
compensation payments. If either of the Litigation Trustees were to resign his
position prior to termination of the Litigation, he would forfeit the 291,899
CPR certificates awarded to him.

4.   Expense fund advances

The CPR Trust has no revenues. The CPR Trusts only source of funding for
payment of expenses and operations is Washington Mutual, Inc.s obligation
under the Commitment Agreement, dated as of February 8, 2001, by and among Bank
United Corp. (which subsequently became Washington Mutual, Inc.), the CPR
Trust, and the Payment Trust (the Commitment Agreement). Washington Mutual,
Inc. is obligated to advance amounts to pay expenses of the CPR Trust,
including expenses of the Litigation, fees and expenses of the Litigation
Trustees, and all administrative expenses. The maximum amount that Washington
Mutual, Inc. is obligated to pay is $10 million, unless additional court
proceedings are necessary, in which case Washington Mutual, Inc. is obligated
to pay an additional $3 million. Advances funded by Washington Mutual, Inc.
will be reimbursed to Washington Mutual, Inc. from any proceeds of the
Litigation, prior to the payment of any amounts to the holders of CPR
Certificates. Based on discussions with counsel to the Litigation and certain
other factors, the Litigation Trustees believe that there are sufficient funds
available to the CPR Trust from Washington Mutual, Inc. to permit the trust to
fund its portion of the Litigation expenses, as well as administrative and
other expenses of the trust.

The expense fund advances accrue interest payable to Washington Mutual,
Inc. at varying rates of interest. Outstanding advance balances up to $5
million accrue interest at 7% per annum, advance balances exceeding $5 million
but less than $10 million accrue interest at 10% per annum, and advance
balances exceeding $10 million accrue interest at 15% per annum. Interest
expense of $351,013 and $231,806 was incurred for the years ended December 31,
2003 and 2002. At December 31, 2003 and 2002, accrued interest payable due to
Washington Mutual, Inc. was $660,496 and $309,483, respectively, and included
in other liabilities on the statements of financial condition. Interest is not
due to Washington Mutual, Inc. until there is a recovery, if any, in the
Litigation.

The CPR Trust may issue additional CPR Certificates to raise funds to pay
expenses and is authorized to borrow additional funds for the purpose of
funding its expenses, subject to certain limitations. If the CPR Trust accrues
expenses in excess of the Washington Mutual, Inc. funding obligations, such
amounts will be deducted from the amounts payable to the holders of CPR
Certificates.

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5.   Certificateholders deficit

At December 31, 2003 and 2002, the certificateholders deficit consists of
the accumulated deficit from the operations of the CPR Trust. The CPR
Certificates have no stated or par value for financial statement purposes.

In connection with the Washington Mutual, Inc. merger, Bank United Corp.
also undertook a legal reorganization (the Reorganization), whereby each
share of Bank United Corp. common stock outstanding immediately prior to the
Reorganization was converted into one new share of Bank United Corp. common
stock and the right to receive one CPR Certificate. Similarly, options to
purchase Bank United Corp. common stock outstanding at that time, as well as
the Bank United Corp. 8% Corporate Premium Income Equity Securities (which
subsequently became the Washington Mutual, Inc. 8% Corporate Premium Income
Equity Securities or WM PIES) outstanding at that time were adjusted
proportionately for purposes of receiving the appropriate number of CPR
Certificates. In addition, an aggregate of 583,798 additional CPR Certificates
were authorized and issued to the Litigation Trustees.

At December 31, 2003, 38,814,022 CPR Certificates had been issued and were
outstanding as follows: 32,743,289 CPR Certificates in respect of shares of
Bank United Corp. common stock outstanding upon the Reorganization, 3,260,952
CPR Certificates in respect of Bank United Corp. stock options outstanding upon
Reorganization, 2,225,983 CPR Certificates in respect of the WM PIES and
583,798 CPR Certificates issued to the Litigation Trustees. At December 31,
2003, 104,821 CPR Certificates had not been issued relating to unexercised Bank
United Corp. stock options.

6.   Payment to certificateholders

Any proceeds received by Washington Mutual, Inc. or Washington Mutual
Bank, FA from the Litigation will be reduced for certain reimbursable items and
increased for certain tax benefits realized by Washington Mutual, Inc., as
described in the CPR Trust prospectus, prior to remitting the balance to the
Bank United Corp. Payment Rights Trust and ultimately, subject to certain
adjustments, to the CPR Trust. Within 60 days of receipt of the proceeds, the
CPR Trust shall pay the certificateholders the payment amount, which consists
of the proceeds from the payment trust less the amount held back to pay any of
its accrued but unpaid expenses. In addition, the amount payable to the
certificateholders may be reduced by $1.0 million or such greater amount as the
Litigation Trustees reasonably determine to be necessary to pay all additional
expenses and claims of the CPR Trust that may arise subsequent to this payment
and to satisfy the CPR Trusts indemnification obligations. Any retained
amounts will be retained for a period of one year or longer as reasonably
determined by the Litigation Trustees. The CPR Trust will pay any remaining
portion of the retained amounts to the certificateholders within 90 days of the
expiration of the applicable retention period.

Each CPR Certificate will entitle the holder to receive a fraction (equal
to one divided by the total number of CPR Certificates outstanding) of the
total amount payable to CPR certificateholders.

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7.   Other liabilities

At December 31, 2003, other liabilities are principally comprised of
various accrued expenses including interest costs, accounting and auditing
fees, and legal fees.

8.   Quarterly financial data (unaudited)

The following is a summary of unaudited quarterly data for the years ended
December 31,2003 and 2002 (in thousands, except per share data).

|                         |  |               |       |            |  |               |       |              |  |              |       |   |  |   |       |   |  |   |        |  
|------------------------ |  | ------------- | ----- | ---------- |  | ------------- | ----- | ------------ |  | ------------ | ----- | - |  | - | ----- | - |  | - | ------ | -
|Fiscal 2003              |  |               |       |            |  |               |       |              |  |              |       |   |  |   |       |   |  |   |        |  
|                         |  |               |       |            |  |               |       |              |  |              |       |   |  |   |       |   |  |   |        |  
|                         |  | Quarter ended |       |            |  |              
|                         |  |               |       | Year ended
|                         |  | March 31,     |       | June 30,   |  | September 30, |       | December 31, |  | December 31,
|                         |  | 2003          |       | 2003       |  | 2003          |       | 2003         |  | 2003        
|                         |  |               |       |            |  |               |       |              |  |             
|Net loss                 |  | $             | (391  | )          |  | $             | (535  | )            |  | $            | (403  | ) |  | $ | (437  | ) |  | $ | (1,766 | )
|Net loss per
certificate |  |               | (0.01 | )          |  |               | (0.01 | )            |  |              | (0.01 | ) |  |   | (0.01 | ) |  |   | (0.05  | )

|                         |  |               |       |            |  |               |       |              |  |              |       |   |  |   |       |   |  |   |        |  
|------------------------ |  | ------------- | ----- | ---------- |  | ------------- | ----- | ------------ |  | ------------ | ----- | - |  | - | ----- | - |  | - | ------ | -
|Fiscal 2002              |  |               |       |            |  |               |       |              |  |              |       |   |  |   |       |   |  |   |        |  
|                         |  |               |       |            |  |               |       |              |  |              |       |   |  |   |       |   |  |   |        |  
|                         |  | Quarter ended |       |            |  |              
|                         |  |               |       | Year ended
|                         |  | March 31,     |       | June 30,   |  | September 30, |       | December 31, |  | December 31,
|                         |  | 2002          |       | 2002       |  | 2002          |       | 2002         |  | 2002        
|                         |  |               |       |            |  |               |       |              |  |             
|Net loss                 |  | $             | (618  | )          |  | $             | (792  | )            |  | $            | (464  | ) |  | $ | (514  | ) |  | $ | (2,388 | )
|Net loss per
certificate |  |               | (0.02 | )          |  |               | (0.02 | )            |  |              | (0.01 | ) |  |   | (0.01 | ) |  |   | (0.06  | )

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ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.




PART III




ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the Litigation Trustees is set forth under Part II, Item
7, Managements Discussion and Analysis of Financial Condition and Results of
Operations  Management of the Litigation.




ITEM 11.    EXECUTIVE COMPENSATION

Information concerning compensation of the Litigation Trustees is set forth
under Part II, Item 7, Managements Discussion and Analysis of Financial
Condition and Results of Operations  Management of the Litigation.




ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Pursuant to the Litigation Trustee Agreement(s), the CPR Certificates issued to
the Litigation Trustees in connection with the merger shall be non-transferable
and subject to certain restrictions commencing on February 9, 2001 and ending
upon the final resolution of the Litigation. Each of the Litigation Trustees
received 291,899 certificates on February 9, 2001, that are subject to these
restrictions. As of the date hereof, Messrs. Heffron and Ranieri beneficially
own 516,241 and 727,899 CPR Certificates, respectively.




ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Hyperion Partners L.P. may be considered an affiliate of the CPR Trust by
reason of the fact that Salvatore A. Ranieri, a Litigation Trustee, is the
general counsel of Hyperion Partners L.P. and he also wholly owns and controls
a corporation that is a general partner of the general partner of Hyperion
Partners L.P. Hyperion Partners L.P., Bank United Corp., and Bank United are
the plaintiffs in the Litigation. At the time the lawsuit was filed, Hyperion
Partners L.P. was an affiliate of Bank United Corp. and Bank United. The terms
of the July 1996 recovery agreement entered into by Bank United Corp., Bank
United, and Hyperion Partners L.P., entitle Washington Mutual, Inc. and
Washington Mutual Bank, FA, as successors to Bank United Corp. and Bank United,
respectively, to 85% of any recovery in connection with the Litigation.
Hyperion Partners L.P. is entitled to the remaining 15%. The recovery
agreement further provides for Hyperion Partners L.P. to share in 15% of the
expenses of the Litigation (primarily attorney fees and costs). There are no
agreements or other arrangements between the CPR Trust and Hyperion Partners
L.P.

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ITEM 14.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Litigation Trustees have reviewed and evaluated the effectiveness of
the disclosure
controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and
15d-14(c)) as of a date within 90 days before the filing of this annual report.
Based on that evaluation, the Litigation Trustees have concluded that the
current disclosure controls and procedures are effective in timely providing
them with material information relating to the CPR Trust required to be
disclosed in the reports filed or submitted under the Exchange Act.

Changes in Internal Controls

There have not been any significant changes in the internal controls or in
other factors that could significantly affect these controls subsequent to the date of their
evaluation. The Litigation Trustees are not aware of any significant
deficiencies or material weaknesses; therefore no corrective actions were
taken.




PART IV




ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Exhibits

Reference is made to the exhibits attached to the Registration Statement on
Form S-4 with respect to the CPR Certificates referred to in this document
filed by the Trust with, and declared effective by, the SEC on January 9, 2001
(SEC File Number 333-49302).

|     |  |                                                                                                         
|---- |  | --------------------------------------------------------------------------------------------------------
|31.1 |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
signed by Jonathon K. Heffron. 
|    
|31.2 |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
signed by Salvatore A. Ranieri.
|    
|32.1 |  | Certification of Periodic Report by Litigation Trustee Jonathon K.
Heffron.                             
|    
|32.2 |  | Certification of Periodic Report by Litigation Trustee Salvatore A.
Ranieri.                            

(b)  Reports on Form 8-K

During the period covered by this report, the registrant filed the following
reports on Form 8-K:



|1. |  | November 5, 2003, Item 5, Other Events. Press release relates to certain
matters, including a Petition for Rehearing filed by the plaintiffs
seeking a rehearing on that part of the decision by the Appeals Court
regarding the amount of expectancy damages to which the plaintiffs are
entitled.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|2. |  | December 1, 2003, Item 5, Other Events. Press release relates, among
other things, to the defendants November 21, 2003 filing with the Appeals
Court of a Motion for Reissuance of a Nonprecedential Opinion as a
Precedential Disposition and the plaintiffs December 1, 2003 filing of a
Response to Defendants Motion for Reissuance of a Nonprecedential Opinion
as a Precedential Disposition and a Motion for Leave to File the
Defendants Motions and Plaintiffs Response as a Supplement to
Plaintiffs Petition for Rehearing En Banc.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | December 16, 2003, Item 5, Other Events. Press release relates to the
December 12, 2003 denial by the Appeals Court of the plaintiffs petition.
Thus, the Appeals Court has determined a final award of $4,884,283 to the
plaintiffs.                                                                                                                                                                                                                                                                                                              
|  
|4. |  | February 23, 2004, Item 5, Other Events. Press release relates to (a)
plaintiffs retention of counsel for certain matters relating to the
possibility of seeking review before the Supreme Court of the United
States, and, if warranted, to prepare and file a Petition for a Writ of
Certiorari, and (b) plaintiffs application for Chief Justice of the
Supreme Court William H. Rehnquist for an extension of time to file the
petition.                                                                                                      
|  
|5. |  | February 28, 2004, Item 5, Other Events. Press release announces that
the plaintiffs previously announced request for a thirty day extension of
time to seek review before the Supreme Court of the United States of the
September 22, 2003 judgment of the Appeals Court was granted and that
plaintiffs have until April 9, 2004 within which to seek review.                                                                                                                                                                                    

All schedules have been omitted because they are not required or the required
information is shown in the financial statements or in the notes to the
financial statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|              |  |                                                              |  |                                         |  |  |  |  |  |  |  |  |  |  |  | 
|------------- |  | ------------------------------------------------------------ |  | --------------------------------------- |  |  |  |  |  |  |  |  |  |  |  | 
|              |  | BANK UNITED CORP. LITIGATION
CONTINGENT PAYMENT RIGHTS TRUST
|              |  |                                                              |  |                                        
|              |  | By:                                                          |  | /s/ Jonathon K. Heffron                
|              |  |                                                              |  |                                        
|              |  | Name:
Title:                                                 |  | Jonathon K. Heffron
Litigation Trustee 
|              |  |                                                              |  |                                        
|              |  | By:                                                          |  | /s/ Salvatore A. Ranieri               
|              |  |                                                              |  |                                        
|              |  | Name:
Title:                                                 |  | Salvatore A. Ranieri
Litigation Trustee
|March 4, 2004 |  |                                                              |  |                                        

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INDEX TO EXHIBITS

|               |  |                                                                                                         
|-------------- |  | --------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                             
|               |  |                                                                                                         
|31.1           |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
signed by Jonathon K. Heffron. 
|               |  |                                                                                                         
|31.2           |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
signed by Salvatore A. Ranieri.
|               |  |                                                                                                         
|32.1           |  | Certification of Periodic Report by Litigation Trustee Jonathon K.
Heffron.                             
|               |  |                                                                                                         
|32.2           |  | Certification of Periodic Report by Litigation Trustee Salvatore A.
Ranieri.                            

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