Prepared by MERRILL CORPORATION




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WASHINGTON MUTUAL, INC.  


 AND  


 HARRIS TRUST AND SAVINGS BANK, AS TRUSTEE  




Senior Debt Securities 


Indenture





Dated
as of August 10, 1999 





 


    INDENTURE, dated as of August 10, 1999 (the "Indenture"), between WASHINGTON MUTUAL, INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal offices at 1201 Third Avenue, Seattle, Washington 98101, and HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation, as Trustee
(herein called the "Trustee"). 


 
 

RECITALS OF THE COMPANY    
  


    The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes
or other obligations for money so borrowed (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. 


    All
things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 


 
 

NOW, THEREFORE, THIS INDENTURE WITNESSETH:    
  


    For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 



 Paragraph A. INCORPORATION BY REFERENCE  




    Articles I through XIV of the Washington Mutual, Inc. Standard Multiple-Series Indenture Provisions dated as of August 10, 1999 (herein called
the "Standard Provisions"), a copy of which is attached hereto as Annex "A", are hereby incorporated herein by reference with the same force and effect as though fully set out herein. 



 Paragraph B. ADDITIONAL PROVISIONS  



	1.
	Section 2.2
of the Standard Provisions is hereby amended by deleting the words "[full name of Trustee] "and inserting the words "Harris Trust and
Savings Bank."



	2.
	Section 1.5,
subsection (b), of the Standard Provisions is hereby amended by deleting the words "the address of its principal office specified in the first paragraph of this
instrument" and inserting the
words 1201 Third Avenue, Suite 1500, Seattle, Washington 98101, Attention: Marangal I. Domingo, with a copy to the same address, Attention: Executive Vice President and General Counsel."



	3.
	The
following provision, which constitutes part of this Indenture, is numbered to conform with the format of the Standard Provisions. 



    Section 6.15.
Corporate Trust Office. At the date of this Indenture, the Corporate Trust Office of the Trustee is located at 311 West Monroe, 12th Floor, Chicago, Illinois
60606. 


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    IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and
year first above written. 



	 	 	WASHINGTON MUTUAL, INC.
	

 	
 	

By	
 	

/s/ WILLIAM A. LONGBRAKE   
 Name: William A. Longbrake

Title: Vice Chair and Chief Financial Officer





[SEAL]



Attest




	/s/ WILLIAM L. LYNCH   
 Name: William L. Lynch

Title: Corporate Secretary	 	 	 	 
	

 	
 	

HARRIS TRUST AND SAVINGS BANK,

as Trustee
	

 	
 	

By	
 	

 
	 	 	 	 	
 Title: Authorized Signatory





[SEAL]



Attest




	
 Title:	 	 




2





 


	

STATE OF WASHINGTON	
 	

)	
 	

 
	 	 	)	 	ss
	COUNTY OF KING	 	)	 	 



    On the 9th day of August, 1999, before me personally came William A. Longbrake to me known, who, being by me duly sworn, did depose and say that
he is Vice Chair and Chief Financial Officer of WASHINGTON MUTUAL, INC., one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by
like authority. 



	 	 	/s/ LINDA L. KNISS   
 Notary Public




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    IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written. 



	 	 	WASHINGTON MUTUAL, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Title: Authorized Signatory





	

[SEAL]
	

Attest
	




 Title







	 	 	HARRIS TRUST AND SAVINGS BANK,
	 	 	as Trustee
	

 	
 	

By	
 	

/s/ J. BARTOLINI  
 Title: Authorized Signatory





	

[SEAL]
	

Attest
	

/s/ C. PATTI  
 Title: Assistant Secretary




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STATE OF ILLINOIS	
 	

)	
 	

 
	 	 	)	 	ss
	COUNTY OF COOK	 	)	 	 



    On the 6th day of August, 1999, before me personally came J. BARTOLINI to me known, who, being by me duly sworn, did depose and say that he/she
is VICE PRESIDENT of HARRIS TRUST AND SAVINGS BANK, one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he/she signed his/her name thereto by like authority. 



	 	 	/s/ JACQUELINE L. MASON   
 Notary Public






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RECITALS OF THE COMPANY

NOW, THEREFORE, THIS INDENTURE WITNESSETH