Exhibit
10.1





October 21, 2005








Ron Cathcart

[address]



Dear Ron,



Congratulations! On behalf of Washington Mutual ("Washington Mutual" or "the Company"), I am pleased to offer you the position of
Chief Enterprise Risk Officer, with a corporate title of Executive Vice President, pending approval by the Board of Directors. We
expect that you will start on December 1, 2005 in our Seattle office. You will report directly to me. This letter outlines the
terms of your new position.




Compensation

Your starting base salary will be $550,000.00.



At Washington Mutual we've made pay for performance the foundation of our compensation strategy. One of the ways that we reward top
performers is through our bonus program. Your annualized bonus target for 2006 will be 81.8% of your salary. The bonus you actually
receive will be based on a combination of your individual performance and the Company's performance. Of course, Washington Mutual
reserves the right to change the bonus plan at any time.


Signing Bonus

In appreciation of your decision to join us, the Company will pay you a one-time signing bonus of $500,000.00. It will be paid in
your first normally scheduled paycheck (minus all federal and state withholding). If you voluntarily terminate employment within 24
months of your start date, you agree to repay a pro-rated share of the signing bonus. 


WaMu Equity

WaMu Equity is an important part of your total rewards package. As a valued member of our leadership team, you will be eligible to
participate in the relevant Washington Mutual equity incentive plans.


As part of your new hire package, you will be granted options to purchase 70,000 shares of Washington Mutual common stock. The
grant date will be specified in the Option Agreement. These stock options vest over three years, 1/3 each year beginning on the one
year anniversary of the grant date, subject to your continued employment by Washington Mutual.  The price at which you may
exercise your options will be the stock's fair market value at the close of market on the day before the grant date. Stock options
are granted under the Washington Mutual, Inc. 2003 Equity Incentive Plan (the "Equity Incentive Plan") and are subject to the
provisions of that plan. These terms and other relevant terms of options awarded to you will be set forth in your Option
Agreement.


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As part of your new hire package, you will also be awarded $750,000
worth of Washington Mutual restricted stock.  You cannot sell or transfer the restricted stock until the restrictions
lapse.  The restrictions lapse ratably over three years (1/3 on each anniversary) after the date of the award, provided that
you remain employed by Washington Mutual. The number of shares will be dependent upon the market value at the time of the award.
These terms and other relevant terms of your award will be set forth in the Agreement.  The restricted stock will be awarded
under the Equity Incentive Plan". Pursuant to the Equity Incentive Plan, if your employment by Washington Mutual ends, you will
forfeit all restricted stock on which the restrictions have not yet lapsed.


You will also receive an award of $400,000 worth of restricted stock
units under Washington Mutual’s Performance Shares program.  This award will be for the 3 year performance measurement
period beginning January 1, 2006, pursuant to the terms of the program approved by the Board of Directors.


You will be eligible for consideration for equity awards each year
during our performance review process in January. Future awards are not guaranteed; they are granted at the discretion of the Human
Resource Committee of the Board and are based on your performance and anticipated future contributions to our company.


Special Equity

In consideration of your joining us, you will receive a one-time award
of $1,500,000 shares of Washington Mutual restricted stock under the 2003 Equity Incentive Plan.  The restrictions against
selling or transferring these shares will lapse only if the performance criteria set forth in the Agreement have been satisfied as
of December 31, 2009.  These terms and other relevant terms of your award will be set forth in the Agreement.


Benefits

We currently offer both a 401(k) plan ("WaMu Savings") and a cash balance pension plan ("WaMu Pension"). WaMu Savings
allows you to save for retirement by contributing up to 75 percent of your salary (subject to IRS limitations) to the Plan on a
pretax basis. You are eligible to join WaMu Savings as of your date of hire. Washington Mutual matches your pretax contributions to
WaMu Savings effective the first day of the month after you have completed twelve months of service. The matching contribution is
currently 100% on the first 3% of your eligible compensation that you contribute plus 50% on the next 2% of your eligible
compensation that you contribute. You are immediately vested in your contributions, rollover contributions into the Plan, and
company matching contributions made on or after January 1, 2004. You are also automatically eligible for benefit accruals under the
WaMu Pension as of the first day of the quarter following your one year anniversary. Washington Mutual reserves the right to amend
or terminate these Plans at any time.


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The Washington Mutual Flexible Benefit Program offers many choices, including medical and dental coverage, that allow you to create
a benefits package tailored to your needs. Your flexible benefits are effective the first day of the month following your first 10
days of service with us. If you have any questions you may contact the employee service center at (866) 492-6847.


Relocation

Washington Mutual offers a comprehensive relocation package. For a complete overview of the relocation benefits
available to you please refer to the attached relocation document. If you voluntarily terminate employment within 24 months of your
start date, you agree to repay the entire relocation benefit.


Change in Control

You will receive Washington Mutual's standard agreement providing severance benefits in the event of termination in connection
with a future change in control (as defined in the agreement). This agreement will provide payment of an amount equal to 3.00 times
your annual compensation and accelerated vesting of your stock options upon a termination for any reason other than for cause or
upon resignation for good cause (as those terms are defined in the agreement) within three years following such a change in
control. Annual compensation will be defined in the agreement, but generally includes all items of compensation for the calendar
year other than the value of grants of equity rights.



Additional Provisions

When you accept our offer, you will be employed at will, meaning that either you or the Company may terminate our relationship
at any time for any reason, without cause or advance notice. No representations to the contrary are effective unless in writing and
approved by the Board of Directors.


This offer of employment is contingent, in part, on the following conditions:


	The results of your background check and reference check
	Acceptance for bonding
	Confirmation of your employment and education history



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	Proof of your legal right to work in the United States
	Execution of Washington Mutual's Binding Arbitration Agreement (copy
for your records enclosed) and your agreement to resolve eligible job related concerns through Washington Mutual's Dispute
Resolution Process (DRP). Your manager will present you with your original Binding Arbitration Agreement for signature on your
first day of work.



If you agree to the terms of this offer please indicate so by signing this letter. The signed original should be returned to Senior
Recruiting Manager, Chelle Wingeleth at 1111 Third Avenue, EET1202, Seattle Washington 98101 no later than October 31,
2005.


We have enjoyed getting to know you through the interview process and
look forward to the opportunity to have you on our team. We hope that you will accept this offer and we look forward to a great
future together. If you have any questions please do not hesitate to contact me at 206-377-8302.


Sincerely,


/s/ Daryl David



Daryl David

Executive Vice President, Human Resources





Acceptance

I accept employment with Washington Mutual according to the terms set forth in this letter.


I also agree that, if I voluntarily terminate my employment within 24 months of my start
date, I will repay a pro-rated share of the signing bonus and the full amount of any relocation benefit, and, to the extent allowed
by law, I authorize Washington Mutual to withhold any such amount from my final pay.


/s/ Ronald
Cathcart              
10/27/2005

Signature                                  Date


 


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