Exhibit 4.2


 


UNLESS THIS SECURITY (AS DEFINED HEREIN) IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (THE “DEPOSITARY”) TO THE COMPANY (AS DEFINED HEREIN) OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY AMOUNT
PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR TO SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE
OR IN PART FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS
BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE COMPANY BY THE DEPOSITARY OR
A SUCCESSOR DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.


 


WASHINGTON MUTUAL,
INC.


 


4.20% NOTES DUE JANUARY 15,
2010


 


	
  No.

  	
  $500,000,000

  
	
   

  	
  CUSIP:  939322 AP 8

  



 


WASHINGTON MUTUAL, INC., a Washington corporation
(hereinafter called the “Company,” which term shall refer to such Company until
a successor corporation shall have become such pursuant to the provisions of
the Indenture referred to herein and thereafter “Company” shall mean such
successor corporation), for value received, hereby promises to pay to Cede
& Co., or registered assigns, the principal sum of FIVE HUNDRED MILLION
($500,000,000) on January 15, 2010, and to pay interest thereon from December 20,
2004, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually on January 15 and July 15 in
each year, commencing July 15, 2005 at the rate of 4.20% per annum, until
the principal hereof is paid or made available for payment.  Interest will be computed on the basis of a
360-day year or twelve 30-day months.


 


The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be (in each case whether or not a Business Day)
the January 1 or July 1 as the case may be, next preceding such
Interest Payment Date.


 





















 


Any interest not punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.


 


Payment of the principal of (and premium, if any, on)
and interest, if any, on this Security will be made at the corporate trust
office of the Trustee maintained for that purpose in the Borough of Manhattan,
in The City of New York or at such other office or agency that the Company will
maintain for that purpose in New York City, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company, payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.


 


This security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of August 10,
1999, between the Company and The Bank of New York, as Trustee (herein called
the “Trustee,” which term includes any successor trustee or trustees under the
Indenture) as supplemented by a First Supplemental Indenture dated August 1,
2002 and a second Supplemental Indenture dated November 20, 2002 (herein
called the “Indenture”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated
on the face hereof, limited in the initial aggregate principal amount to
$600,000,000.  The Company may, without
the consent of the Holder of this Security, issue additional securities of this
series (“Additional Securities”), having the same ranking and the same interest
rate, maturity and other terms (except for the public offering price and issue
date) as this Security, provided that such Additional Securities do not have,
for purposes of U.S. federal income taxation, a greater amount of original
issue discount than this Security has as of the date of issue of such
Additional Securities.  Any Additional
Securities, together with this and all other outstanding Securities of this
series, will constitute a single series of securities under the Indenture.  No Additional Securities may be issued if an
Event of Default has occurred with respect to this series of Securities.


 


Each
Holder of the Securities, by the acceptance thereof, agrees to and shall be
bound by such provisions of the Indenture. The Securities may not be redeemed
by the Company prior to maturity.


 


2





















 


If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the Securities of
this series may be declared immediately due and payable in the manner and with
the effect provided in the Indenture.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of all series to be
affected (acting as one class).  The
Indenture also provides that, regarding the Securities of any series, the
Holders of not less than a Majority in principal amount of the Securities at
the time outstanding of such series may waive certain past defaults and their
consequences on behalf of the Holders of all Securities of such series.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.


 


As provided in the Indenture, the Company shall be
discharged from its obligations with respect to the Securities of any series
when (1) with respect to all Outstanding Securities of such series, the
Company has irrevocably deposited or caused to be deposited with the Trustee as
a trust fund specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series (i) money in an
amount as will, or (ii) U.S. Government Obligations as will, together with
the predetermined and certain income to accrue thereon without consideration of
any reinvestment thereof, or (iii) a combination of (i) and (ii) as will
(in a written opinion with respect to (ii) or (iii) of independent public
accountants delivered to the Trustee), be sufficient to pay and discharge the
entire indebtedness on all Outstanding Securities of such series for principal
(and premium, if any) and interest, if any, to the Stated Maturity; and
(2) the Company has paid or caused to be paid all other sums payable with
respect to the Outstanding Securities of such series; and (3) the Company
has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
stating that all such conditions precedent have been complied with; and
(4) the Company has delivered to the Trustee (i) a ruling directed to
the Company and the Trustee from the United States Internal Revenue Service to
the effect that Holders of the Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result thereof and
will be subject to Federal income tax as if such option had not been exercised
or (ii) an opinion of Counsel to the same effect and based upon a change
in law.


 


No reference herein to the Indenture and no provisions
of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest, if any, on this Security at the times, place and
rate, and in the coin or currency, herein and in the Indenture provided;
subject, however, to the provisions for the discharge of the Company from its
obligations under the Securities upon satisfaction of the conditions set forth
in the preceding paragraph or in the Indenture.


 


3





















 


As provided in the Indenture, upon any consolidation
or merger or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety in accordance with the provisions of
the Indenture, the successor corporation formed by such consolidation or into which
the predecessor corporation is merged or to which such conveyance, transfer or
lease is made shall be substituted for the predecessor corporation with the
same effect as if such successor corporation had been named as the Company.  Thereafter the predecessor corporation shall
be relieved of the performance and observance of all obligations and covenants
of the Indenture and the Securities, including but not limited to the
obligation to make payment of the principal of (and premium, if any, on) and
interest, if any, on all the Securities then Outstanding, and, in the event of
any such conveyance, transfer or lease, may be liquidated and dissolved.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Security are payable,
when duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for a
like aggregate principal amount and tenor, will be issued to the designated
transferee or transferees.


 


The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and any larger
amount that is an integral multiple of $1,000. 
As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate principal
amount and tenor of Securities of this series of a different authorized
denomination, upon surrender of the Securities to be exchanged at any such
office or agency as described above.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.


 


As provided in the Indenture, no recourse shall be had
for the payment of the principal of (or premium, if any, on) or the interest,
if any, on this Security, or any part hereof, or for any claim based hereon or
otherwise in respect hereof, or of the indebtedness represented hereby, or upon
any obligation, covenant or agreement of the Company in the Indenture, against
any incorporator, direct or indirect stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation (either
directly or through the Company or any such successor corporation), whether by
virtue of any constitutional provision, statute or rule of


 


4





















 


law, or by the enforcement of any assessment or
penalty or otherwise, all liability, if any, of that character against every
such incorporator, stockholder, officer and director being by the acceptance
hereof, and as a condition of and as part of the consideration for the issue
hereof, expressly waived and released.


 


The Indenture and the Securities shall be governed by
and construed in accordance with the laws of the State of New York.


 


All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.


 


Unless the certificate of authentication hereon has
been executed by the Trustee by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


 


5





















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed and attested.


 


 


	
   

  	
  WASHINGTON MUTUAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Thomas W. Casey

  
	
   

  	
  Title: Chief Financial
  Officer

  



 


 


Attest:


 


 


	
  By:

  	
   

  	
   

  
	
  Name: William L. Lynch

  
	
  Title: Secretary

  



 


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated
and issued under the within mentioned Indenture.


 


Dated:  December 20,
2004


 


 


	
   

  	
  THE BANK OF NEW YORK,
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


6





















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on this Security, shall be construed as though they were written
out in full according to applicable laws or regulations.


 


 


	
  TEN COM -

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT

  	
   

  
	
  TEN ENT -

  	
  as tenants by the
  entireties with right of survivorship and not as tenants in common

  	
   

  	
   

  	
   

  
	
  JT TEN -

  	
  as joint tenants with
  right of survivorship and not as 

  	
   

  	
   

  	
   Custodian

  
	
   

  	
  tenants in common 

  	
   

  	
  (Cust)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
  Under Uniform Gifts to
  Minor Act

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  	
   

  
							



 


 


Additional abbreviations may also be used though not
in the above list.


 


7





















 


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers to


 


INSERT SOCIAL SECURITY OR


OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


 


 


PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS OF ASSIGNEE


 


 


 


the within Security of Washington Mutual, Inc., and
irrevocably constitutes and appoints
                                                                 to
transfer said Security on the books of the within named Company, with full
power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The signature to this
  assignment must correspond with the name as written upon the face of the
  Security in every particular without alteration or enlargement, or any change
  whatsoever.

  
	
   

  	
   

  
	
   

  	
  Signatures must be
  guaranteed by an “eligible guarantor institution” meeting the requirements of
  the Security Registrar, which requirements include membership or
  participation in the Security Transfer Agent Medallion Program (“STAMP”) or
  such other “signature guarantee program” as may be determined by the Security
  Registrar in addition to, or in substitution for, STAMP, all in accordance
  with the Securities Exchange Act of 1934, as amended.

  



 


8