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Exhibit 10.6.1  


 
 

WASHINGTON MUTUAL, INC.
  
    UNANIMOUS CONSENT OF THE
  DIRECTORS' HUMAN RESOURCES COMMITTEE
  
    AMENDMENT NO. 1
  TO THE AMENDED AND RESTATED 2002
  EMPLOYEE STOCK PURCHASE PLAN    

  


        We the undersigned, being all the members of the Washington Mutual, Inc. Human Resources Committee, by signing below in lieu of holding a meeting, approve
the amendment of the Plan as set forth in Attachment A: 


WHEREAS, Washington Mutual, Inc. (the "Company") has adopted the Washington Mutual, Inc. Amended and Restated 2002 Employee Stock Purchase
Plan (the "Plan"); and 


WHEREAS, the Human Resources Committee (the "Committee") has the authority to amend the Plan under Section 16 except to the extent shareholder
approval is required under the Section 423 of the Internal Revenue Code; and 


WHEREAS, the Committee deems it advisable to amend the Plan to prevent the Company from incurring adverse accounting charges; 


NOW, THEREFORE, IT IS RESOLVED, that this Committee hereby amends the Plan as set forth in the Attachment A; and 



RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to take any and all actions necessary to carry out the intentions
of this resolution. 


COMMITTEE MEMBERS  



	/s/  JAMES H. STEVER      
 James H. Stever (Chair)	 	/s/  DOUGLAS P. BEIGHLE      
 Douglas P. Beighle
	

/s/  ELIZABETH A. SANDERS      
 Elizabeth A. Sanders	
 	

/s/  WILLIS B. WOOD JR.      
 Willis B. Wood, Jr.
	

/s/  STEPHEN E. FRANK      
 Stephen E. Frank	
 	

 









ATTACHMENT A  


 
 

AMENDMENT NO. 1
  TO THE WASHINGTON MUTUAL, INC.
  AMENDED AND RESTATED
  
    2002 EMPLOYEE STOCK PURCHASE PLAN    
    


	1.
	New
Section 6(c) is hereby added as follows: 




(c)    Notwithstanding
the foregoing, the Plan Administrator may, in its sole discretion establish a different Purchase Price at which Stock may be acquired for any future Offerings,
provided that the Purchase Price may not be less than the price prescribed under Section 423 of the Code. 




	2.
	The
text of Section 9.1 is hereby reconstituted as subparagraph (a) under Section 9.1, and the following new subparagraph 9.1(b) is added: 




(b)    Notwithstanding
the foregoing, the Plan Administrator may, in its sole discretion establish rules regarding the Purchase of Stock under the Plan that are different from those set
forth in subparagraph (a) of this Section, including but not limited to specifying a different percentage limitation, eliminating either Cash Payments or Payroll Deductions, or limiting Payroll
Deductions to a percentage of the Participants' Eligible Compensation. 




	3.
	Section 9.2(a)
is hereby amended by replacing the first sentence with the following: 






A
Participant may make Cash Payments, to the extent permitted, to the Participant's employer in such manner as is provided by the Committee. 




	4.
	Section 9.8
is hereby amended by striking the words "a current Offering or" from that Section. 









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WASHINGTON MUTUAL, INC. UNANIMOUS CONSENT OF THE DIRECTORS' HUMAN RESOURCES COMMITTEE AMENDMENT NO. 1 TO THE AMENDED AND RESTATED 2002 EMPLOYEE STOCK PURCHASE PLAN


AMENDMENT NO. 1 TO THE WASHINGTON MUTUAL, INC. AMENDED AND RESTATED 2002 EMPLOYEE STOCK PURCHASE PLAN