a5447488ex10_1.htm


    
      Exhibit
        10.1

    

     

    INDEMNIFICATION
      AGREEMENT

     

    This
      Indemnification Agreement, dated as of July ___, 2007, is made by and between
      Washington Mutual, Inc., a Washington corporation (the “Corporation”) and
      ____________ (the “Indemnitee”).

     

    RECITALS

     

    A.           The
      Corporation recognizes that competent and experienced persons are increasingly
      reluctant to serve or to continue to serve as directors of corporations unless
      they are protected by comprehensive liability insurance or indemnification,
      or
      both, due to increased exposure to litigation costs and risks resulting from
      their service to such corporations, and due to the fact that the exposure
      frequently bears no reasonable relationship to the compensation of such
      directors;

     

    B.           The
      statutes and judicial decisions regarding the duties of directors are often
      difficult to apply, ambiguous, or conflicting, and therefore fail to provide
      such directors with adequate, reliable knowledge of legal risks to which they
      are exposed or information regarding the proper course of action to
      take;

     

    C.           The
      Corporation and Indemnitee recognize that plaintiffs often seek damages in
      such
      large amounts and the costs of litigation may be so enormous (whether or not
      the
      case is meritorious), that the defense and/or settlement of such litigation
      is
      often beyond the personal resources of directors;

     

    D.           The
      Corporation believes that it is unfair for its directors to assume the risk
      of
      huge judgments and other expenses which may occur in cases in which the director
      received no personal profit or benefit to which he or she was not entitled,
      did
      not improperly vote for or assent to a distribution and was not culpable of
      intentional misconduct or a knowing violation of law;

     

    E.           The
      Corporation believes that the interests of the Corporation and its shareholders
      would best be served by a combination of liability insurance and the
      indemnification by the Corporation of the directors of the
      Corporation;

     

    F.           The
      Corporation’s articles of incorporation (the “Articles”) and bylaws (the
“Bylaws”) require the Corporation to indemnify its directors to the fullest
      extent permitted by the Washington Business Corporation Act (the “WBCA”). The
      Bylaws expressly provide that the indemnification provisions set forth therein
      are not exclusive, and contemplate that agreements may be entered into between
      the Corporation and its directors with respect to indemnification;

     

    G.           The
      WBCA, under which the Corporation is organized, empowers the Corporation to
      indemnify its directors by agreement and to indemnify persons who serve, at
      the
      request of the Corporation, as the directors, officers, employees or agents
      of
      other corporations or enterprises, and expressly provides that the
      indemnification provided by the WBCA is not exclusive;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    H.           Section 8.32
      of the WBCA allows a corporation to include in its Articles a provision limiting
      or eliminating the personal liability of a director for monetary damages to
      the
      Corporation or its shareholders except in certain enumerated circumstances,
      and
      the Corporation has provided in its Articles that each director shall be
      exculpated from such liability to the maximum extent permitted by
      law;

     

    I.           The
      Board of Directors has determined that contractual indemnification as set forth
      herein is not only reasonable and prudent but also promotes the best interests
      of the Corporation and its shareholders;

     

    J.           The
      Corporation desires Indemnitee to serve or continue to serve as a director
      of
      the Corporation free from undue concern for unwarranted claims for damages
      arising out of or related to such services to the Corporation; and

     

    K.           Indemnitee
      is willing to serve, continue to serve or to provide additional service for
      or
      on behalf of the Corporation on the condition that he or she is furnished the
      indemnity provided for herein.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      below, and other good and valuable consideration, the receipt and adequacy
      of
      which are hereby acknowledged, the parties hereto, intending to be legally
      bound, hereby agree as follows:

     

    Section
      1.                 Generally.

     

    To
      the
      fullest extent permitted by the laws of the State of Washington:

     

    (a)           The
      Corporation shall indemnify and hold harmless Indemnitee if Indemnitee was
      or is
      a party or is threatened to be made a party to or is involved in (including,
      without limitation, as a witness) any actual, pending or threatened action,
      suit
      or proceeding, whether civil, criminal, administrative or investigative, by
      reason of the fact that Indemnitee is or was, or has agreed to serve as, a
      director of the Corporation, or being or having been a director of the
      Corporation, is or was serving or has agreed to serve at the request of the
      Corporation as a director, officer, employee or agent (which, for purposes
      hereof, shall include a trustee, partner or manager or similar capacity) of
      the
      Corporation or another corporation or of a  partnership, joint
      venture, trust, other enterprise including service with respect to employee
      benefit plans, whether the basis of such proceeding is alleged action in an
      official capacity or in any other capacity while serving in an official
      capacity.  For the avoidance of doubt, the foregoing indemnification
      obligation includes, without limitation, claims for monetary damages against
      Indemnitee in respect of an alleged breach of fiduciary duties, to the fullest
      extent permitted under the WBCA.

     

    (b)           The
      indemnification provided by this Section 1 shall be from and against all
      expenses, liabilities and losses (including attorneys’ fees, judgments, fines,
      ERISA excise taxes or penalties and amounts paid in settlement), actually and
      reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with
      such action, suit or proceeding and any appeal therefrom.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c)           Notwithstanding
      the foregoing provisions of this Section 1, the Corporation shall not
      indemnify any person from or on account of any acts or omissions of such person
      finally adjudged to be intentional misconduct or knowing violation of the law
      by
      such person, from conduct of the person in violation of Section 8.31 of the
      WBCA or from or on account of any transaction with respect to which it is
      finally adjudged that such person personally received a benefit in money,
      property or services to which such person was not legally entitled
      (collectively, the “indemnification standards”).  In addition, except
      as provided in Section 8 hereof with respect to proceedings seeking
      indemnification, the Corporation shall not indemnify any person with respect
      to
      an action, suit or proceeding initiated by that person unless such action,
      claim
      or proceeding was authorized by the Board of Directors of the
      Corporation.

     

    (d)           Without
      limiting the situations in which a person shall be considered to be serving
      at
      the request of the Corporation, a director who serves as a director, officer,
      employee or agent of the Corporation or another corporation or other enterprise
      that is a subsidiary of the Corporation shall be deemed to be serving at the
      request of the Corporation, where “subsidiary” means (i) a corporation or other
      enterprise in which a majority of the voting stock or other voting power is
      owned or controlled by the Corporation directly or though one or more
      subsidiaries or (ii) a corporation or other enterprise which is consolidated
      on
      the Corporation’s financial statements or is reported using the equity
      method.

     

    (e)           The
      termination of any action, suit or proceeding by judgment, order, settlement,
      conviction, or upon a plea of nolo contendere or its equivalent, shall not,
      of
      itself, create a presumption that Indemnitee did not satisfy the indemnification
      standards.

     

    Section
      2.                Successful
      Defense; Partial Indemnification.  If Indemnitee is entitled under
      any provision of this Agreement to indemnification by the Corporation for some
      or a portion of the expenses, liabilities or losses (including attorneys’ fees,
      judgments, fines or amounts paid in settlement) actually and reasonably incurred
      by Indemnitee or on Indemnitee’s behalf in connection with any action, suit,
      proceeding or investigation, or in defense of any claim, issue or matter
      therein, and any appeal therefrom but not, however, for the total amount
      thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion
      of such expenses, liabilities or losses (including attorneys’ fees, judgments,
      fines or amounts paid in settlement) to which Indemnitee is
      entitled.

     

    Section
      3.                Determination
      That Indemnification Is Proper; Authorization.

     

    (a)           If
      and to the extent that under applicable law or otherwise the Corporation is
      required to make a determination that the Indemnitee has met the indemnification
      standards, any such determination may be made (i) by a majority vote of the
      directors who are not parties to the action, suit or proceeding in question
      (“disinterested directors”), (ii) by a majority vote of a committee consisting
      solely of two or more disinterested directors designated by the Board of
      Directors, in which designation directors who are parties may participate,
      (iii)
      by special legal counsel or other persons (A) selected by the Board of Directors
      or its committee in the manner described in clauses (i) or (ii) of this sentence
      or (B) if a quorum of the Board of Directors cannot be attained under clause
      (i)
      and a committee cannot be designated under clause (ii), selected by majority
      vote of the full Board of Directors, in which selection directors who are
      parties may participate, (iv) by the shareholders, but shares owned by or voted
      under the control of directors who are at the time not disinterested directors
      may not be voted on the determination, or (v) by a court of competent
      jurisdiction.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b)           Authorization
      of indemnification and evaluation as to reasonableness of expenses and costs,
      if
      and to the extent required by applicable law or otherwise, may be made in the
      same manner as the determination that indemnification is proper under
      Section 1(c), except that if the determination is made by special legal
      counsel, authorizations of indemnification and evaluation as to reasonableness
      of expenses and costs may be made by those entitled under clause (iii) of
      Section 3(a) to select counsel.

     

    Section
      4.                Advance
      Payment of Expenses; Notification and Defense of Claim.

     

    (a)           Expenses
      (including attorneys’ fees) incurred by Indemnitee in defending a threatened or
      pending civil, criminal, administrative or investigative action, suit or
      proceeding, or in connection with an enforcement action pursuant to
      Section 5(b), shall be paid by the Corporation in advance of the final
      disposition of such action, suit or proceeding within twenty (20) days after
      receipt by the Corporation of (i) a statement or statements from Indemnitee
      requesting such advance or advances from time to time, and (ii) an undertaking
      by or on behalf of Indemnitee to repay such amount or amounts, only if, and
      to
      the extent that, it shall ultimately be determined that Indemnitee is not
      entitled to be indemnified by the Corporation as authorized by this Agreement
      or
      otherwise.  Such undertaking shall be accepted without reference to
      the financial ability of Indemnitee to make such repayment. Advances shall
      be
      unsecured and interest-free.

     

    (b)           Promptly
      after receipt by Indemnitee of notice of the commencement of any action, suit
      or
      proceeding, Indemnitee shall, if a claim thereof is to be made against the
      Corporation hereunder, notify the Corporation of the commencement
      thereof.  The failure to promptly notify the Corporation of the
      commencement of the action, suit or proceeding, or Indemnitee’s request for
      indemnification, will not relieve the Corporation from any liability that it
      may
      have to Indemnitee hereunder, except to the extent the Corporation is prejudiced
      in its defense of such action, suit or proceeding as a result of such
      failure.

     

    (c)           In
      the event the Corporation shall be obligated to pay the expenses of Indemnitee
      with respect to an action, suit or proceeding, as provided in this Agreement,
      the Corporation, if appropriate, shall be entitled to assume the defense of
      such
      action, suit or proceeding, with counsel reasonably acceptable to Indemnitee,
      upon the delivery to Indemnitee of written notice of its election to do
      so.  After delivery of such notice, approval of such counsel by
      Indemnitee and the retention of such counsel by the Corporation, the Corporation
      will not be liable to Indemnitee under this Agreement for any fees of counsel
      subsequently incurred by Indemnitee with respect to the same action, suit or
      proceeding, provided that (1) Indemnitee shall have the right to employ
      Indemnitee’s own counsel in such action, suit or proceeding at Indemnitee’s
      expense and (2) if (i) the employment of counsel by Indemnitee has been
      previously authorized in writing by the Corporation, (ii) counsel to the
      Corporation or Indemnitee shall have reasonably concluded that there may be
      a
      conflict of interest or position, or reasonably believes that a conflict is
      likely to arise, on any significant issue between the Corporation and Indemnitee
      in the conduct of any such defense, (iii) the Corporation shall not, in fact,
      have employed counsel to assume the defense of such action, suit or proceeding,
      or (iv) the Corporation is not financially or legally able to pay or otherwise
      perform its indemnification obligations, then the fees and expenses of
      Indemnitee’s counsel shall be at the expense of the Corporation, except as
      otherwise expressly provided by this Agreement.  The Corporation shall
      not be entitled, without the consent of Indemnitee, to assume the defense of
      any
      claim brought by or in the right of the Corporation or as to which counsel
      for
      the Corporation or Indemnitee shall have reasonably made the conclusion provided
      for in clause (ii) above.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d)           Notwithstanding
      any other provision of this Agreement to the contrary, to the extent that
      Indemnitee is, by reason of Indemnitee’s corporate status with respect to the
      Corporation or any corporation, partnership, joint venture, trust, employee
      benefit plan or other enterprise which Indemnitee is or was serving or has
      agreed to serve at the request of the Corporation, a witness or otherwise
      participates in any action, suit or proceeding at a time when Indemnitee is
      not
      a party in the action, suit or proceeding, the Corporation shall indemnify
      Indemnitee against all expenses (including attorneys’ fees) actually and
      reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
      therewith.

     

    Section
      5.                Procedure
      for Indemnification.

     

    (a)           To
      obtain indemnification, Indemnitee shall promptly submit to the Corporation
      a
      written request, including therein or therewith such documentation and
      information as is reasonably available to Indemnitee and is reasonably necessary
      to determine whether and to what extent Indemnitee is entitled to
      indemnification. The Corporation shall, promptly upon receipt of such a request
      for indemnification, advise the Board of Directors in writing that Indemnitee
      has requested indemnification.

     

    (b)           The
      Corporation’s determination whether to grant Indemnitee’s indemnification
      request shall be made promptly, and in any event within sixty (60) days
      following receipt of a request for indemnification pursuant to Section 5(a).
      The
      right to indemnification as granted by Section 1 of this Agreement shall be
      enforceable by Indemnitee in any court of competent jurisdiction if the
      Corporation denies such request, in whole or in part, or fails to respond within
      such 60-day period, or 20 days in the case of a claim for expenses incurred
      in
      defending a proceeding in advance of its final disposition.  It shall
      be a defense to any such action (other than an action brought to enforce a
      claim
      for the advance of costs, charges and expenses under Section 4 hereof where
      the
      required undertaking, if any, has been received by the Corporation) that
      Indemnitee has not met the indemnification standards, but the burden of proving
      such defense by clear and convincing evidence shall be on the Corporation.
      Neither the failure of the Corporation (including its Board of Directors or
      one
      of its committees, its special legal counsel, and its shareholders) to have
      made
      a determination prior to the commencement of such action that indemnification
      of
      Indemnitee is proper in the circumstances because Indemnitee has met the
      indemnification standards, nor the fact that there has been an actual
      determination by the Corporation (including its Board of Directors or one of
      its
      committees, its special legal counsel, and its shareholders) that Indemnitee
      has
      not met the indemnification standards of conduct, shall be a defense to the
      action or create a presumption that Indemnitee has or has not met the
      indemnification standards.  The Indemnitee’s expenses (including
      attorneys’ fees) incurred in connection with successfully establishing
      Indemnitee’s right to indemnification, in whole or in part, in any such
      proceeding or otherwise shall also be indemnified by the
      Corporation.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c)           The
      Indemnitee shall be presumed to be entitled to indemnification under this
      Agreement upon submission of a request for indemnification pursuant to this
      Section 5, and the Corporation shall have the burden of proof in overcoming
      that
      presumption in reaching a determination contrary to that
      presumption.  Such presumption shall be used as a basis for a
      determination of entitlement to indemnification unless the Corporation overcomes
      such presumption by clear and convincing evidence.  Such presumption
      shall apply both to the determination and/or authorization made by the
      Corporation in connection with the claim and in any suit or action to enforce
      the claim or otherwise relating to the claim.  Such presumption shall
      include a presumption that Indemnitee has satisfied the indemnification
      standards and, in addition, has acted in good faith and in a manner in which
      Indemnitee reasonably believed to be in or not opposed to the best interests
      of
      the Corporation.  The knowledge and/or actions, or failures to act, of
      any director, officer, agent or employee of the Corporation or a subsidiary,
      shall not be imputed to the Indemnitee for purposes of determining the right
      to
      indemnification under this Agreement or otherwise.

     

    Section
      6.                Insurance
      and Subrogation.

     

    (a)           The
      Corporation may purchase and maintain insurance on behalf of Indemnitee who
      is
      or was or has agreed to serve at the request of the Corporation as a director
      or
      officer of the Corporation, or is or was serving at the request of the
      Corporation as a director, officer, employee or agent of another corporation,
      partnership, joint venture, trust, employee benefit plan or other enterprise
      against any liability asserted against, and incurred by, Indemnitee or on
      Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status
      as such, whether or not the Corporation would have the power to indemnify
      Indemnitee against such liability under the provisions of this Agreement. If
      the
      Corporation has such insurance in effect at the time the Corporation receives
      from Indemnitee any notice of the commencement of a proceeding, the Corporation
      shall give prompt notice of the commencement of such proceeding to the insurers
      in accordance with the procedures set forth in the policy.  The
      Corporation shall thereafter take all necessary or desirable action to cause
      such insurers to pay, on behalf of the Indemnitee, all amounts payable as a
      result of such proceeding in accordance with the terms of such
      policy.

     

    (b)           In
      the event of any payment by the Corporation under this Agreement, the
      Corporation shall be subrogated to the extent of such payment to all of the
      rights of recovery of Indemnitee with respect to any insurance policy, who
      shall
      execute all papers required and take all action necessary to secure such rights,
      including execution of such documents as are necessary to enable the Corporation
      to bring suit to enforce such rights in accordance with the terms of such
      insurance policy. The Corporation shall pay or reimburse all expenses actually
      and reasonably incurred by Indemnitee in connection with such
      subrogation.

     

    (c)           The
      Corporation shall not be liable under this Agreement to make any payment of
      amounts otherwise indemnifiable hereunder (including, but not limited to,
      judgments, fines, ERISA excise taxes or penalties, and amounts paid in
      settlement) if and to the extent that Indemnitee has otherwise actually received
      such payment under this Agreement or any insurance policy, contract, agreement
      or otherwise.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      7.                Certain
      Definitions. For purposes of this Agreement, the following definitions shall
      apply:

     

    (a)           The
      term “action, suit or proceeding” shall be broadly construed and shall include,
      without limitation, the investigation, preparation, prosecution, defense,
      settlement, arbitration and appeal of, and the giving of testimony in, any
      threatened, pending or completed claim, action, suit or proceeding, whether
      civil, criminal, administrative or investigative.

     

    (b)           The
      term “expenses” shall be broadly and reasonably construed and shall include,
      without limitation, all direct and indirect costs of any type or nature
      whatsoever (including, without limitation, all attorneys’ fees and related
      disbursements, appeal bonds, other out-of-pocket costs and reasonable
      compensation for time spent by Indemnitee for which Indemnitee is not otherwise
      compensated by the Corporation or any third party, provided that the rate of
      compensation and estimated time involved is approved in accordance with
      Section 3(b)), actually and reasonably incurred by Indemnitee in connection
      with either the investigation, defense or appeal of a proceeding or establishing
      or enforcing a right to indemnification under this Agreement.

     

    (c)           The
      term “judgments, fines and amounts paid in settlement” shall be broadly
      construed and shall include, without limitation, all direct and indirect
      payments of any type or nature whatsoever (including, without limitation, all
      penalties and amounts required to be forfeited or reimbursed to the
      Corporation), as well as any penalties or excise taxes assessed on a person
      with
      respect to an employee benefit plan).

     

    Section
      8.                Limitation
      on Indemnification.  Notwithstanding any other provision herein to
      the contrary, the Corporation shall not be obligated pursuant to this
      Agreement:

     

    (a)           Claims
      Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with
      respect to an action, suit or proceeding (or part thereof) initiated by
      Indemnitee, except with respect to an action, suit or proceeding brought to
      establish or enforce a right to indemnification (which shall be governed by
      the
      provisions of Section 8(b) of this Agreement), unless such action, suit or
      proceeding (or part thereof) was authorized or consented to by the Board of
      Directors of the Corporation.

     

    (b)           Action
      for Indemnification. To indemnify Indemnitee for any expenses incurred by
      Indemnitee with respect to any action, suit or proceeding instituted by
      Indemnitee to enforce or interpret this Agreement, unless Indemnitee is
      successful in establishing Indemnitee’s right to indemnification in such action,
      suit or proceeding, in whole or in part, or unless and to the extent that the
      court in such action, suit or proceeding shall determine that, despite
      Indemnitee’s failure to establish their right to indemnification, Indemnitee is
      entitled to indemnity for such expenses; provided, however, that nothing in
      this
      Section 8(b) is intended to limit the Corporation’s obligation with respect to
      the advancement of expenses to Indemnitee in connection with any such action,
      suit or proceeding instituted by Indemnitee to enforce or interpret this
      Agreement, as provided in Section 4 hereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (c)           Section
      16 Violations. To indemnify Indemnitee on account of any proceeding with
      respect to which final judgment is rendered against Indemnitee for payment
      or an
      accounting of profits arising from the purchase or sale by Indemnitee of
      securities in violation of Section 16(b) of the Securities Exchange Act of
      1934,
      as amended, or any similar successor statute.

     

    (d)           Banking
      Law.  To indemnify Indemnitee to the extent that such
      indemnification is not permitted pursuant to any applicable banking laws,
      regulations, rules or policies including without limitation 12 U.S.C.
§1828(k) and 12 C.F.R. Part 359 or is prohibited by any banking
      regulator with jurisdiction over the Corporation.

     

    (e)           Court
      Prohibition. To indemnify Indemnitee to the extent that a final,
      unappealable decision rendered by a court of competent jurisdiction finds that
      paying such indemnification is prohibited by applicable law or determines that
      the amount of indemnification claimed to be unreasonable.

     

    Section
      9.                Mutual
      Acknowledgment. The Corporation and Indemnitee acknowledge that, in certain
      instances, federal law or public policy may override applicable state law and
      prohibit the Corporation from indemnifying Indemnitee under this Agreement
      or
      otherwise. For example, the Corporation and Indemnitee acknowledge that the
      Securities and Exchange Commission (the "SEC") has taken the position that
      indemnification is not permissible for liabilities arising under certain federal
      securities laws, and federal legislation prohibits indemnification for certain
      ERISA violations.  Furthermore, Indemnitee understands and
      acknowledges that the Company has undertaken or may be required in the future
      to
      undertake with the SEC to submit the question of indemnification to a court
      in
      certain circumstances for a determination of the Company's right under public
      policy to indemnify Indemnitee.  In addition, Indemnitee further
      understands and acknowledges that applicable banking laws, regulations, rules
      and policies could prohibit the Corporation from indemnifying Indemnitee under
      this Agreement or otherwise with respect to expenses, liabilities and losses
      incurred in connection with Indemnitee's service as a director, officer,
      employee or agent of a depository institution or an entity controlled by a
      depository institution.

     

    Section
      10.              Certain
      Settlement Provisions.  The Corporation shall have no obligation
      to indemnify Indemnitee under this Agreement for amounts paid in settlement
      of
      any action, suit or proceeding without the Corporation’s prior written consent,
      which shall not be unreasonably withheld.  The Corporation shall not
      settle any action, suit or proceeding in any manner that would impose any fine
      or other obligation on Indemnitee without Indemnitee’s prior written consent,
      which shall not be unreasonably withheld.  The Corporation shall not
      enter into any settlement of any action, suit or proceeding in which the
      Corporation is jointly liable with the Indemnitee unless such settlement
      provides for a full and final release of all claims asserted against the
      Indemnitee.

     

    Section
      11.              Savings
      Clause. If any provision or provisions of this Agreement shall be
      invalidated on any ground by any court of competent jurisdiction, then the
      Corporation shall nevertheless indemnify Indemnitee as to costs, charges and
      expenses (including attorneys’ fees), judgments, fines and amounts paid in
      settlement with respect to any action, suit or proceeding, whether civil,
      criminal, administrative or investigative, including an action by or in the
      right of the Corporation, to the full extent permitted by any applicable portion
      of this Agreement that shall not have been invalidated and to the full extent
      permitted by applicable law.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section
      12.              Contribution.  In
      order to provide for just and equitable contribution in circumstances in which
      the indemnification provided for herein is finally adjudicated by a court of
      competent jurisdiction to be unavailable to Indemnitee in whole or in part,
      it
      is agreed that, in such event, the Corporation shall, to the fullest extent
      permitted by law, contribute to the payment of Indemnitee’s costs, charges and
      expenses (including attorneys’ fees), judgments, fines and amounts paid in
      settlement with respect to any action, suit or proceeding, whether civil,
      criminal, administrative or investigative, in an amount that is just and
      equitable in the circumstances, taking into account, among other things,
      contributions by other directors and officers of the Corporation or others
      pursuant to indemnification agreements or otherwise; provided, that, without
      limiting the generality of the foregoing, such contribution shall not be
      required where such holding by the court is due to (i) the failure of Indemnitee
      to meet the indemnification standards, or (ii) any limitation on indemnification
      set forth in Section 6(c), 8 or 10 hereof.  The Corporation hereby
      agrees to fully indemnify and hold the Indemnitee harmless from any claims
      of
      contribution which may be brought by officers, directors or employees of the
      Corporation or of a subsidiary who may be jointly liable with the
      Indemnitee.

     

    Section
      13.              Form
      and Delivery of Communications.  Any notice, request or other
      communication required or permitted to be given to the parties under this
      Agreement shall be in writing and either delivered in person or sent by
      telecopy, telex, telegram, overnight mail or courier service, or certified
      or
      registered mail, return receipt requested, postage prepaid, to the parties
      at
      the following addresses (or at such other addresses for a party as shall be
      specified by like notice):

     

    If
      to the
      Corporation:

    Washington
      Mutual, Inc.

    1301
      Second Avenue

    Seattle,
      WA  98101

    Attn:
      Fay
      M. Chapman

    Facsimile:
      ______________

    


    If
      to
      Indemnitee:

    _________________

    _________________

    _________________

    Attn:
      ____________

    Facsimile:
      ________

     

    Section
      14.              Subsequent
      Legislation. If the WBCA is amended after adoption of this Agreement to
      expand further the indemnification permitted to directors, then the Corporation
      shall indemnify Indemnitee to the fullest extent permitted by the WBCA, as
      so
      amended.

     

    Section
      15.              Nonexclusivity.  The
      provisions for indemnification and advancement of expenses set forth in this
      Agreement shall not be deemed exclusive of any other rights which Indemnitee
      may
      have under any provision of law, the Corporation’s Articles or Bylaws, in any
      court in which a proceeding is brought, the vote of the Corporation’s
      shareholders or disinterested directors, other agreements or otherwise, and
      Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting
      as an agent of the Corporation and shall inure to the benefit of the heirs,
      executors and administrators of Indemnitee.  However, no amendment or
      alteration of the Corporation’s Articles or Bylaws or any other agreement shall
      adversely affect the rights provided to Indemnitee under this
      Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
      16.              Enforcement.  The
      Corporation shall be precluded from asserting in any judicial proceeding that
      the procedures and presumptions of this Agreement are not valid, binding and
      enforceable. The Corporation agrees that its execution of this Agreement shall
      constitute a stipulation by which it shall be irrevocably bound in any court
      of
      competent jurisdiction in which a proceeding by Indemnitee for enforcement
      of
      his rights hereunder shall have been commenced, continued or appealed, that
      its
      obligations set forth in this Agreement are unique and special, and that failure
      of the Corporation to comply with the provisions of this Agreement will cause
      irreparable and irremediable injury to Indemnitee, for which a remedy at law
      will be inadequate. As a result, in addition to any other right or remedy
      Indemnitee may have at law or in equity with respect to breach of this
      Agreement, Indemnitee shall be entitled to injunctive or mandatory relief
      directing specific performance by the Corporation of its obligations under
      this
      Agreement.

     

    Section
      17.              Interpretation
      of Agreement.  It is understood that the parties hereto intend
      this Agreement to be interpreted and enforced so as to provide indemnification
      to Indemnitee to the fullest extent now or hereafter permitted by
      law.

     

    Section
      18.              Entire
      Agreement.  This Agreement and the documents expressly referred to
      herein constitute the entire agreement between the parties hereto with respect
      to the matters covered hereby, and any other prior or contemporaneous oral
      or
      written understandings or agreements with respect to the matters covered hereby
      are expressly superseded by this Agreement.

     

    Section
      19.              Modification
      and Waiver.  No supplement, modification or amendment of this
      Agreement shall be binding unless executed in writing by both of the parties
      hereto.  No waiver of any of the provisions of this Agreement shall be
      deemed or shall constitute a waiver of any other provision hereof (whether
      or
      not similar) nor shall such waiver constitute a continuing waiver.

     

    Section
      20.              Successor
      and Assigns.  All of the terms and provisions of this Agreement,
      together with all indemnification rights and benefits of the Indemnitee under
      the Articles and the Bylaws, shall be binding upon, shall inure to the benefit
      of and shall be enforceable by the parties hereto and their respective
      successors, assigns, heirs, executors, administrators and legal representatives.
      The Corporation shall require and cause any direct or indirect successor
      (whether by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business or assets of the Corporation, by written
      agreement in form and substance reasonably satisfactory to Indemnitee, expressly
      to assume and agree to perform this Agreement, and to honor the Indemnitee’s
      rights and benefits under the Articles and the Bylaws, in the same manner and
      to
      the same extent that the Corporation would be so required if no such succession
      had taken place.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      21.              Service
      of Process and Venue.  For purposes of any claims or proceedings
      to enforce this agreement, the Corporation consents to the jurisdiction and
      venue of any federal or state court of competent jurisdiction in the State
      of
      Washington, and waives and agrees not to raise any defense that any such court
      is an inconvenient forum or any similar claim.

     

    Section
      22.              Supersedes
      Prior Agreement.  This Agreement supersedes any prior
      indemnification agreement between Indemnitee and the Corporation or its
      predecessors.

     

    Section
      23.              Governing
      Law.  Except to the extent preempted by federal law, this
      Agreement shall be governed by and construed in accordance to the laws of the
      State of Washington, without giving effect to principles of conflicts of
      law.  If a court of competent jurisdiction shall make a final
      determination that the provisions of the law of any state or jurisdiction other
      than Washington govern indemnification by the Corporation of its directors,
      then
      the indemnification provided under this Agreement shall in all instances be
      enforceable to the fullest extent permitted under such law, notwithstanding
      any
      provision of this Agreement to the contrary.

     

    Section
      24.              Counterparts.
      This Agreement may be executed in two or more counterparts, each of which shall
      be deemed to be an original and all of which together shall be deemed to be
      one
      and the same instrument, notwithstanding that both parties are not signatories
      to the original or same counterpart.

     

    Section
      25.              Headings.
      The section and subsection headings contained in this Agreement are for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement.

     

    IN
      WITNESS
      WHEREOF, this Agreement has been duly executed and delivered to be effective
      as
      of the date first above written.

     

    
      	
               

            	
              WASHINGTON
                MUTUAL, INC. 

            
	 	 	 
	 	
              By 

            	 
	 	
                   

            	Name: 
	 	
                   

            	Title: 
	 	 	 
	
               

            	
              INDEMNITEE 

            
	 	 	 
	 	
              By 

            	 
	 	
                    

            	Name:
	 	
                  

            	Title:   Director


    

     

    11