<PAGE>
===============================================================================
                                  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, 2001

                                       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           (I.R.S. Employer Identification No.)
 incorporation or organization)

  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)


                                      -1-

<PAGE>

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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. At March 19, 2002, there were
36,485,346 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 $3,883,581. 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.


                                      -2-

<PAGE>

          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................................... 16
             Summary Financial Information.................................. 17
             Forward - Looking Information.................................. 18
             Certificateholder Inquiries.................................... 18

ITEM  7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET  RISK...................................................... 18

ITEM  8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................... 19

ITEM  9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE............................... 29

                                    PART III

ITEM  10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................ 29

ITEM  11. EXECUTIVE COMPENSATION............................................ 29


                                      -3-

<PAGE>

          BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST

                          TABLE OF CONTENTS, CONTINTUED


ITEM  12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT........................................................ 29

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................... 29


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K.......................................................... 30

                                   SIGNATURES


                                      -4-

<PAGE>
          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. At March 19, 2002, there were 37
shareholders of record of the CPR Certificates. The majority of the CPR
Certificates are held in "street name" by nominees for the beneficial owners.


                                      -5-

<PAGE>

The high and the low certificate prices by quarter for the period February 9,
2001 (date of commencement of operations) through December 31, 2001 were as
follows:

                                          High          Low
                                      --------------------------
                  First quarter       $ 0.4063       $ 0.2188
                  Second quarter      $ 0.4500       $ 0.2188
                  Third quarter       $ 0.4000       $ 0.1500
                  Fourth quarter      $ 0.4400       $ 0.0400


There were no dividends declared or paid on the CPR Certificates for the period
February 9, 2001 through December 31, 2001. 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").

         As a result of the 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 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 outstanding at that
time. The Reorganization occurred immediately prior to the merger with
Washington Mutual, Inc.

         The CPR Certificates issued or issuable in the Reorganization,
including those issued to Messrs. Jonathon K. Heffron and Salvatore A. Ranieri,
as the Litigation Trustees, pursuant to each of their respective Litigation
Trustee Agreements, are as follows:


                                      -6-

<PAGE>
                                                        MAXIMUM NUMBER OF CPR
                                                    CERTIFICATES AUTHORIZED AND
                                                      ISSUABLE PURSUANT TO THE
COMPONENTS OF THE RIGHT TO RECEIVE CPR CERTIFICATES        REORGANIZATION
---------------------------------------------------        --------------

Bank United Corp. common stock                                 32,743,909

Bank United Corp. stock options                                 3,366,237

Bank United Corp. 8% Corporate Premium
  Income Equity Securities                                      2,225,940

CPR Certificates for Litigation Trustees                          583,798
                                                               ----------
Total CPR Certificates Authorized and Issuable in the
Reorganization                                                 38,919,884
                                                               ==========

         At December 31, 2001, 36,485,346 CPR Certificates had been issued and
were outstanding. At that date, CPR Certificates had not been issued relating to
a limited number of unexercised Bank United Corp. stock options and no CPR
Certificates had been issued relating to the Bank United Corp. 8% Corporate
Premium Income Equity Securities.

         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.


                                      -7-

<PAGE>

The "Commitment Amount" is equal to:

o    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,
o    less reimbursements to Washington Mutual, Inc.,
o    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:

o    amounts paid by Washington Mutual, Inc. to the expense fund described
     below, plus interest,
o    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,
o    damages actually suffered by Washington Mutual, Inc. and related parties
     as a result of any 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,
o    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,
o    any indemnification amounts provided to the Litigation Trustees under
     their Litigation Trustee Agreements, and
o    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:

         o  reduced by the amount of any accrued but unpaid expenses payable by
            the CPR Trust,
         o  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


                                      -8-

<PAGE>

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) four separate
damage recovery scenarios (i. an award of $558 million under the largest of the
three damages theories asserted by Bank United Corp. in the Litigation, ii. an
award of $101 million under the smallest of those theories, iii. an award of
$8,826,783, the amount of the court's judgment in favor of plaintiffs entered on
January 8, 2002, and iv. an award of $170.9 million, the total amount of the
court's judgment plus additional amounts that plaintiffs have sought pursuant to
their motions for amended findings and judgment and their Bill of Costs), (2) a
Washington Mutual, Inc. tax rate of 38.84%, (3) expense reimbursements to
Washington Mutual, Inc. of $13 million, and (4) an assumed amount of interest
payable to Washington Mutual, Inc. on the $13 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.

<TABLE>
<CAPTION>
                                               SCENARIO      SCENARIO       SCENARIO     SCENARIO
EXAMPLE                                          ONE           TWO           THREE         FOUR
-------                                   ---------------------------------------------------------
<S>                                       <C>            <C>           <C>            <C>
Assumed damage recovery                   $ 558,000,000  $101,000,000  $   8,826,783  $ 170,900,000
                                          =========================================================
Portion of damage recovery payable to
Washington Mutual, Inc. (85% of total
recovery)                                 $ 474,300,000  $ 85,850,000  $   7,502,766  $ 145,265,000

Assumed taxes                              (184,218,120) $(33,344,140) $  (2,914,074) $ (56,420,926)
                                          ---------------------------------------------------------
Proceeds less assumed taxes                 290,081,880    52,505,860      4,588,692     88,844,074

Reimbursement of assumed expenses
to Washington Mutual, Inc.                  (13,000,000)  (13,000,000)   (13,000,000)   (13,000,000)

Assumed interest on advances from
Washington Mutual, Inc.                      (2,145,000)   (2,145,000)    (2,145,000)    (2,145,000)
                                          ---------------------------------------------------------
Net proceeds/shortfall                    $ 274,936,880  $ 37,360,860  $ (10,556,308) $  73,699,074

Maximum number of CPR Certificates
authorized and issuable to the
Reorganization                               38,919,884    38,919,884     38,919,884     38,919,884

Illustrative range of proceeds per CPR    ---------------------------------------------------------
Certificate                               $        7.06  $       0.96  $           -  $        1.89
                                          ---------------------------------------------------------
</TABLE>


                                      -9-

<PAGE>

         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 RETURNS The CPR Trust is treated as a grantor trust for federal
income tax purposes. Income resulting from payment received by the CPR Trust is
required to be reported for federal income tax purposes by certificateholders.
The CPR Trust in 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 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,
2001, $2.527 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 seven 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.


                                      -10-

<PAGE>

         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 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


                                      -11-

<PAGE>

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 Court of Appeals for the Federal
Circuit 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.

         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.


                                      -12-

<PAGE>

         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.

         On February 22, 2002, the government filed an opposition to the
plaintiffs' motions. The government opposed the plaintiffs' motions in their
entirety. On March 8, 2002, the plaintiffs filed a reply to the government's
opposition. The plaintiffs' motions are now pending before the court. The
government has advised the plaintiffs that the government will probably file a
further reply to the plaintiffs' reply to the government's opposition to the
plaintiffs' original post trial motions. Plaintiffs may seek to file a reply to
the government's filing. It is not known when the court will decide the pending
motions or whether the court will call for or allow additional briefing. The
court has notified the parties that it will hear oral argument on April 16,
2002. Further, it is not known whether the court will grant the motions in whole
or in part and whether it will amend its judgment to award the plaintiffs a
larger recovery against the government.

         The January 2002 motions did not address the October 29, 2001 rulings
of the court regarding lost profits and the cost of substitute capital, and
plaintiffs have reserved their rights of appeal with respect to those rulings to
the U.S. Court of Appeals for the Federal Circuit. The federal government also
can appeal the October 29, 2001 rulings, as well as the court's previous
decision regarding the government's liability.

         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 plaintiffs' motions or on the Bill of Costs. Once the
court rules on the motions and Bill of Costs, plaintiffs and the government have
sixty days to file a notice of appeal to the United States Court of Appeals for
the Federal Circuit. After the case is docketed in the Court of Appeals, the
parties have 60 days to file briefs appealing from the judgment, 40 days after
that to file responses, and 14 days after that to file reply briefs. The Court
of Appeals then hears oral argument. The appeals court rules do not set
deadlines for the court to hear argument or decide the case.

         RELATED CASES. The Litigation is one of a number of cases filed against
the United States in the U.S. Court of Federal Clams involving acquisitions of
failed savings institutions and alleging that changes


                                      -13-

<PAGE>

in regulatory capital calculation and capital regulations brought about by the
Financial Institutions Reform Recovery and Enforcement Act 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. A small number of cases have gone to trial, of which only a few have
been decided.

         The United States Court of Appeals for the Federal Circuit, which hears
appeals from the United States Court of Federal Claims, has decided Glendale
Federal Bank vs. United States, California Federal Bank vs. United States,
Bluebonnet Savings Bank v. United States, Glass v. United States, and Landmark
Land Company v. United States .

         In Glendale Federal, the Court of Appeals reversed the trial court's
award of restitution damages and remanded the case for determination of
Glendale's reliance damages. Bank United did not seek reliance or restitution
damages. Bank United sought to recover lost profits, or, in the alternative, the
cost of raising new capital as a substitute for the promises breached by the
government.

         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 Court of Appeals reversed and remanded the case for a trial on lost
profits. In addition, the Court of Appeals affirmed the trial court's fact
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 of California Federal were denied by the Court of Appeals and
petitions for writ of certiorari to the U.S. Supreme Court by both parties were
denied.

         The Bluebonnet plaintiffs 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 Court of Appeals affirmed in part and reversed in
part. It found that some of the plaintiffs' additional borrowing costs were
proved with reasonable certainty. The parties sought rehearing, which was
denied. On remand from the Court of Appeals, the Court of Federal Claims awarded
$136,075,000 to the Bluebonnet plaintiffs. The government may seek to amend this
judgment and it may file an appeal of this judgment with the Court of Appeals.

         In Glass, the Court of Appeals reversed the lower court's award of
restitution and damages on procedural grounds that are not at issue in the Bank
United case. It held that shareholders of the thrift and the FDIC did not have
standing to pursue their claims against the United States. The shareholders and
FDIC filed petitions for rehearing, which were denied.

         In Landmark, the lower court awarded $21.4 million in restitution, the
amount of plaintiffs' initial investment in the thrift. It denied Landmark's
claim for reliance damages on the ground that they were not foreseeable. The
Court of Appeals affirmed. The FDIC and Landmark sought rehearing, which was
denied

         In LaSalle Talman v. United States, the Court of Federal Claims
rejected LaSalle's claims for lost profits and for the cost of replacing
supervisory goodwill eliminated by FIRREA. LaSalle


                                      -14-

<PAGE>

appealed and the case was argued to the Court of Appeals on January 9, 2002. No
decision has been issued.

         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. 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 have sought an additional
amount of mitigation damages exceeding $160 million. The court also awarded
costs to plaintiffs. The final amount of costs, if any, has not been determined
by the court.

         Although Bank United Corp. and Bank United conducted reviews of the
damages suffered, the October 29, 2001 Opinion and Order of the Court did not
award plaintiffs the damages they sought. The United States has advanced
numerous arguments against the amount and type of damages sought by plaintiffs
in the Litigation and in related cases, including that some or all of the
damages alleged are too speculative. To the knowledge of the Litigation
Trustees, no plaintiff in any related case has been awarded lost profits. The
defendant can be expected to continue to mount strong opposition to any recovery
by plaintiffs, including by appeal. In addition, rulings in other cases
containing similar claims may also adversely affect some or all of the damage
claims in the Litigation. For these and related reasons, even though Bank United
Corp. and Bank United prevailed in establishing the liability of the United
States, 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 recover after all appeal efforts have
been exhausted. 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. Finally, it is possible there will be no
recovery in the Litigation.


                                      -15-

<PAGE>
                          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.,
both of whom 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 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 provide for compensation by the CPR
Trust for each Litigation Trustee, during the term of his service as a
Litigation Trustee, at a rate of $500,000 per year for three years. If, however,
the Litigation is terminated in less than three years, the remainder of the fees
that would be paid over the three-year period will be accelerated upon final
resolution of the Litigation and receipt by Washington Mutual, Inc. or any of
its affiliates of the proceeds of the Litigation. The Litigation Trustees are
also entitled to reimbursement of all reasonable out-of-pocket 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. As of the date
hereof, 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.


                                      -16-

<PAGE>

         INSTITUTIONAL TRUSTEE. The institutional trustee is First Union Trust
Company, National Association and will serve 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.

                          SUMMARY FINANCIAL INFORMATION

         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
to fund expenses under the Commitment Agreement. The following is a statement
that details the expense activities for the period February 9, 2001 (the date
the CPR Trust commenced operations) through December 31, 2001, as well as the
balance of the expense fund advances available to cover accrued but unpaid
expenses (dollars in thousands):

  Deposits by WAMU for the period February 9, 2001              $   2,527
    (the date of commencement of operations) through
    December 31, 2001

  Disbursements through December 31, 2001
    Litigation trustee fees                                        (1,000)
    Insurance                                                        (241)
    Licenses, permits and filing fees                                (119)
    Legal expense                                                    (157)
    Accounting and auditing fees                                      (26)
    Trust administration fees                                         (28)
    Financial printing expense                                         (9)
    Office and other                                                  (44)
                                                                ---------
    Total disbursements through December 31, 2001                  (1,624)
                                                                ---------
  Cash or expense fund advances not used at
    December 31, 2001                                                 903

  Accrued expenses at December 31, 2001
    Legal expense                                                    (234)
    Accounting and auditing fees                                      (57)
    Trust administration fees                                          (1)
    Financial printing expense                                         (7)
    Office and other                                                   (3)
                                                                ---------
    Total accrued expenses at December 31, 2001                      (302)
                                                                ---------
  Cash balance at December 31, 2001 available
    for future expenses                                         $     601
                                                               ==========

         In addition, $77,677 of expense was accrued from February 9, 2001
through December 31, 2001, for interest payable to Washington Mutual, Inc. on
expense fund advances at a 7% interest rate thereon under the terms of the
Commitment Agreement. Payment of such accrued interest payable is contingent
upon receipt of the Commitment Amount.


                                      -17-

<PAGE>

         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 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:

         First Union National Bank
         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.


                                      -18-

<PAGE>

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 statement of financial condition of the Bank
United Corp. Litigation Contingent Payment Rights Trust as of December 31, 2001,
and the related statements of operations, changes in certificateholders' deficit
and cash flows for the period February 9, 2001 (date of commencement of
operations) through December 31, 2001. These financial statements are the
responsibility of the Litigation Trustees. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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 audit provides 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, 2001, and the
results of its operations and its cash flows for the period February 9, 2001
through December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

KPMG LLP

Houston, Texas
March 22, 2002


                                      -19-

<PAGE>

          BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
                        STATEMENT OF FINANCIAL CONDITION
                                December 31, 2001
                             (dollars in thousands)


ASSETS
Cash (note 1)                                            $     903
Accounts receivable (note 2)                                    47
Prepaid insurance                                               21
                                                         ---------
     Total assets                                        $     971
                                                         =========

LIABILITIES AND CERTIFICATEHOLDERS' DEFICIT
Expense fund advances (note 4)                           $   2,527
Other liabilities (notes 4 and 7)                              380
                                                         ---------
     Total liabilities                                       2,907

Certificateholders' deficit (note 5)
Certificates, no par value, 38,919,884
  authorized, 36,485,346 issued and outstanding                  -
Accumulated deficit                                         (1,936)
                                                         ---------
     Total certificateholders' deficit                      (1,936)
                                                         ---------

     Total liabilities and certificateholders' deficit   $     971
                                                         =========

                See accompanying notes to financial statements.


                                      -20-

<PAGE>

          BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
                             STATEMENT OF OPERATIONS
    For the Period February 9, 2001 (the date of commencement of operations)
                            through December 31, 2001
                      (in thousands, except per share data)


REVENUE                                                 $           -
                                                        -------------
EXPENSES
Litigation trustee fees (note 3)                               (1,000)
Insurance                                                        (220)
Licenses, permits and filing fees                                (119)
Legal expense                                                    (344)
Accounting and auditing fees                                      (83)
Trust administration fees                                         (29)
Financial printing expense                                        (16)
Interest expense (note 4)                                         (78)
Office and other                                                  (47)
                                                        -------------
                                                               (1,936)
                                                        -------------
NET LOSS                                                $      (1,936)
                                                        =============
NET LOSS PER CERTIFICATE (note 1)                       $       (0.05)
                                                        =============


                 See accompanying notes to financial statements.


                                      -21-

<PAGE>
          BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
               STATEMENT OF CHANGES IN CERTIFICATEHOLDERS' DEFICIT
    For the Period February 9, 2001 (the date of commencement of operations)
                            through December 31, 2001
                                 (in thousands)


                                                                Total
                                           Accumulated    Certificateholders'
                          Certificates       Deficit           Deficit
                          ------------     -----------    -------------------
Balance at
  February 9, 2001        $          -     $         -       $          -

Net loss                             -          (1,936)            (1,936)
                          ------------     -----------       ------------

Balance at
  December 31, 2001       $          -     $    (1,936)      $     (1,936)
                          ============     ===========       ============


                 See accompanying notes to financial statements.


                                      -22-

<PAGE>

          BANK UNITED CORP. LITIGATION CONTINGENT PAYMENT RIGHTS TRUST
                             STATEMENT OF CASH FLOWS
    For the Period February 9, 2001 (the date of commencement of operations)
                            through December 31, 2001
                                 (in thousands)


CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                               $     (1,936)
                                                            ------------
     Adjustments to reconcile net loss to cash used in
       operating activities
           Increase in other assets                                  (68)
           Increase in other liabilites                              380
                                                            ------------
      Total adjustments                                              312
                                                            ------------
      Net cash used in operating activities                       (1,624)
                                                            ------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Expense fund advances                                         2,527
                                                            ------------
     Net increase in cash                                            903

CASH AT BEGINNING OF PERIOD                                            -
                                                            ------------
CASH AT END OF PERIOD                                       $        903
                                                            ============


                 See accompanying notes to financial statements.


                                      -23-

<PAGE>

          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 interest and noninterest earning accounts at
Washington Mutual Bank.

   FAIR VALUE OF FINANCIAL INSTRUMENTS

   Substantially 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 (35,913,911 average
certificates outstanding for the period February 9, 2001 through December 31,
2001). The only potentially dilutive effect, if the CPR Trust had earnings,
would result from the exercise of the outstanding stock options and the
conversion of the premium income equity securities. 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


                                      -24-

<PAGE>

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 and
costs. 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. The motions submitted in January 2002 do not address the
October 29, 2001 rulings of the court, and plaintiffs have reserved their rights
of appeal with respect to those rulings to the U.S. Court of Appeals for the
Federal Circuit. The federal government also can appeal the October 29, 2001
rulings, as well as the court's previous decision regarding the government's
liability. 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 motions and the Bill of Costs are pending before
the court, with oral argument scheduled for April 16, 2002 and it is unknown
whether further briefing will be allowed and when the court will decide the
motions and determine the amount, if any, of costs to plaintiffs.

   Although Bank United Corp. and Bank United prevailed in establishing the
liability of the United States at the trial court level, 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 recover after all appeal efforts have been exhausted. Further, it is
possible that there will be no recovery in the Litigation.

   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


                                      -25-

<PAGE>

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, 2001, the
CPR Trust had an outstanding receivable from Hyperion Partners L.P. totalling
$47,279, which was current as to its payment terms.


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 receive a $500,000 fee per year,
for a term of three years, to be paid in quarterly installments. In addition,
the Litigation Trustees each received 291,899 CPR Certificates.

4. EXPENSE FUND ADVANCES

   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
$77,677 was incurred for the period February 9, 2001 through December 31, 2001.
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.


5. CERTIFICATEHOLDERS' DEFICIT

   At December 31, 2001, 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.


                                      -26-

<PAGE>

   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 outstanding at
that time were adjusted proportionately for purposes of receiving the
appropriate number of CPR Certificates. At the time of the Reorganization,
32,743,909 CPR Certificates were authorized and issued in respect of shares of
Bank United Corp. common stock outstanding at that time and up to 3,366,237 and
2,225,940 CPR Certificates, respectively, were authorized for delivery in
respect of Bank United Corp. stock options and 8% Corporate Premium Income
Equity Securities outstanding at that time. In addition, an aggregate of 583,798
additional CPR Certificates were authorized and issued to the Litigation
Trustees.

   At December 31, 2001, 36,485,346 CPR Certificates had been issued and were
outstanding. At that date no CPR Certificates had been issued relating to the
Bank United Corp. 8% Corporate Premium Income Equity Securities. Additionally,
CPR Certificates had not been issued at December 31, 2001, relating to a limited
number of 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.

7. OTHER LIABILITIES

   At December 31, 2001, other liabilities is principally comprised of various
accrued expenses including, legal fees, interest costs, and accounting and
auditing fees.


                                      -27-

<PAGE>

8. QUARTERLY FINANCIAL DATA (UNAUDITED)

   The following is a summary of unaudited quarterly data for the period
   February 9, 2001 through December 31, 2001 (in thousands, except per share
   data).

<TABLE>
<CAPTION>
                                                Quarter ended
                February 9, 2001    -----------------------------------------    February 9, 2001
                    through         June 30,    September 30,    December 31,        through
                 March 31, 2001      2001           2001            2001         December 31, 2001
                ----------------------------------------------------------------------------------
<S>             <C>                 <C>         <C>              <C>              <C>
Net loss        $         (416)     $    (483)  $       (448)    $     (589)      $     (1,936)
Net loss per
  certificate            (0.01)         (0.01)         (0.01)         (0.02)             (0.05)
</TABLE>


                                      -28-

<PAGE>

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


                                      -29-

<PAGE>

Partners L.P.

                                     PART IV


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

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).

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.


                                      -30-

<PAGE>

                                    SIGNATURE

         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: Jonathon K. Heffron
                                      Title: Litigation Trustee

                                      By: /s/ Salvatore A. Ranieri
                                          ----------------------------
                                      Name: Salvatore A. Ranieri
                                      Title: Litigation Trustee

Dated:  March 22, 2002


                                      -31-