Exhibit 4.3  


WASHINGTON MUTUAL, INC.



and



THE BANK OF NEW YORK, as Trustee  





Subordinated Debt Securities



First Supplemental Indenture 






Dated as of April    , 2002 







        THIS
FIRST SUPPLEMENTAL INDENTURE, dated as of April     , 2002 (the "First Supplemental Indenture"), between WASHINGTON MUTUAL, INC., a corporation duly
organized and existing under the laws of the State of Washington (herein called the "Company"), having its principal offices at 1201 Third Avenue, Seattle, Washington 98101, and THE BANK OF NEW YORK,
(as successor to Harris Trust and Savings Bank, and herein called the "Trustee"), as Trustee under the Indenture, dated as of April 4, 2000, between the Company and the Trustee (the "Base
Indenture"). 


RECITALS OF THE COMPANY  


        Whereas, the Company executed and delivered the Base Indenture to the Trustee to provide for the issuance from
time to time of the Company's Subordinated Debt Securities to be issued in one or more series as might be determined by the Company under the Base Indenture; 


        Whereas, the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture for the purposes of adding
terms of Subordinated Debt Securities or curing ambiguities or inconsistencies in such Base Indenture or making other provisions; 



        Whereas, the Company has duly authorized the execution and delivery of this First Supplemental Indenture to provide for the issuance from
time to time of its Subordinated Debt Securities, to be issued in one or more series as in this First Supplemental Indenture provided; and 


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


NOW, THEREFORE, THIS FIRST SUPPLEMENTAL 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 XV of the WASHINGTON MUTUAL, INC. Standard Multiple-Series Indenture Provisions, dated as of April    , 2002, 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. 


        [Signature
Pages Follow] 






        IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested as of the day and year first above written. 



	 	 	 	 	 
	 	 	WASHINGTON MUTUAL, INC.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	 	 
	 	 	 	 	
 Title: Authorized Signatory
	 	 	 	 	 
	Attest	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
 Title: Assistant Secretary	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,

    as Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	 	 
	 	 	 	 	
 Title: Authorized Signatory
	 	 	 	 	 
	 	 	 	 	 
	Attest	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
 Title: Assistant Secretary	 	 	 	 




        First
Supplemental Indenture Signature Page 






        IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested as of the day and year first above written. 



	 	 	 	 	 
	 	 	WASHINGTON MUTUAL, INC.
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	 	 
	 	 	 	 	
 Title: Authorized Signatory
	 	 	 	 	 
	Attest	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
 Title: Assistant Secretary	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,

    as Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	 	 
	 	 	 	 	
 Title: Authorized Signatory
	 	 	 	 	 
	 	 	 	 	 
	Attest	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
 Title: Assistant Secretary	 	 	 	 




        First
Supplemental Indenture Signature Page