Exhibit 10.24  CONFIDENTIAL  EXECUTIVE SEVERANCE AND
MUTUAL RELEASE AGREEMENT  This Executive Severance and Mutual Release
Agreement (Agreement) is entered between Fay Chapman (Executive) and
Washington Mutual, Inc. (Employer) and is in consideration of the mutual
undertakings set forth below.  Executive has decided to retire, and Executive and
Employer mutually desire to end Executives employment.  In order to assist Executive in her
transition, and acknowledge past contributions, Employer has decided to offer
Executive the benefits described below. 
To clearly set forth the terms and conditions of Executives departure,
the parties agree as follows:  1.             The
purpose of this Agreement is to set forth the mutual understanding of the
parties.  This Agreement shall not be
construed as an admission by Employer that it acted wrongfully with respect to
Executive, nor shall it be construed as an admission by Executive of any
misconduct or impropriety.  2.             Executives
employment with Employer shall end for all purposes on June 30, 2008 (Separation
Date).  For the period from December 10,
2007 to and including June 30, 2008, Executive shall be placed on paid
administrative leave.  Effective January 1,
2008, Executives annual salary shall be increased to $1,062,000.00 for
purposes of calculating payments of salary to be made by Employer to Executive
for the period from January 1, 2008 through the Separation Date.  With respect to Executives 2007 bonus to be
paid in 2008, Employer shall pay her target bonus of $310,000.00.  On or before January 20, 2008, Employer
shall remove the performance conditions from the terms of Executives 2005 and
2007 Restricted Share Grants.  Following
the Separation Date, Executive shall be eligible to participate in Employers
retiree health insurance plan.  3.             Executive understands that taxes
that may become due and are owed by Executive as a result of any payment or
transaction contemplated by this Agreement are Executives sole responsibility,
and Executive agrees to hold Employer harmless on account thereof.  In addition, Executive agrees that such taxes
which are due and are owed by Executive but are unpaid may be setoff against
any sums due under this Agreement to the maximum extent allowed by law.  4.             On or before the Separation Date,
Employer shall enter into a consulting agreement with Executive, the form of
which is attached hereto as Exhibit A (the Consulting Agreement), which
shall be effective as of July 1, 2008. 
Employers entry into the Consulting Agreement is expressly conditioned
upon Executive signing a release in substantially the form of paragraph 5 after
the Separation Date and not revoking same. 
Executive acknowledges and agrees that Employers entry into the
Consulting Agreement with Executive and other undertakings in this Agreement
are not required by any Employer policy, procedure or contract, nor by any applicable law, but are given solely in
consideration of this Agreement.  5.             In exchange for the benefits
contained in this Agreement, Executive releases and discharges Employer, all
subsidiary, parent, and affiliated entities, and any Employer-sponsored


benefit
plans in which Executive participates, and all of their respective owners,
officers, directors, trustees, shareholders, employees, agents, attorneys, and
insurers from any and all claims, actions, causes of action, rights, benefits,
compensation, or damages, including costs and attorneys fees, of whatever
nature, whether known or unknown, suspected or unsuspected, matured or
unmatured, now existing or arising in the future from any act, omission, event,
occurrence, or non-occurrence prior to the date Executive signs this Agreement
arising out of or in any way related to Executives employment with
Employer.  This release includes but is
not limited to any claims under any federal, state, or local laws prohibiting
discrimination in employment, including Title VII, the Age Discrimination in
Employment Act, and the Americans with Disabilities Act; based upon any
employment agreement, severance plan, compensation plan, or change in control
agreement; based upon any alleged legal restriction on Employers right to
terminate its employees; or based upon ERISA. 
This Agreement shall not affect Executives entitlement to receive any
401(k), stock option, or pension plan benefits that shall have vested as of the
Separation Date.  6.             In exchange for the benefits contained in this
Agreement, Employer releases and discharges Executive from any and all claims,
actions, causes of action, rights, benefits, compensation, or damages,
including costs and attorneys fees, of whatever nature, whether known or
unknown, suspected or unsuspected, matured or unmatured, now existing or
arising in the future from any act, omission, event, occurrence, or non-occurrence
prior to the date Employer signs this Agreement arising out of or in any way
related to Executives employment with Employer.  7.             Employer agrees to indemnify Employee to the fullest
extent permitted by Employers Bylaws, which includes independent representation
where appropriate.  Nothing in this
Agreement shall modify, or be interpreted to modify, the application or
applicability of any law, document, or authority relating to indemnification.  8.             Executive
agrees that she will not make any disparaging or untruthful remarks about or
concerning Employer, its officers, directors, employees or agents, whether
acting in their individual or representative capacity.  Employer shall not make any disparaging or
untruthful remarks concerning Executive and shall use reasonable efforts to
cause its officers, directors, employees and agents, to not make any
disparaging or untruthful remarks concerning Executive.  Nothing in this Paragraph shall in any way
limit the ability of Executive or Employer or its officers, directors,
employees or agents to respond to or cooperate with any government inquiry or
investigation or to give truthful testimony as required by law.  9.             Executive
agrees that, as a result of her employment by Employer, she has been exposed to
confidential information that is not generally known to the public, all of
which information is owned by Employer. 
This includes information developed by Executive, alone or with others,
or entrusted to Employer by customers or others.  Employers confidential information includes,
without limitation, information relating to its finances, business and
strategic plans, unannounced acquisition and/or investment prospects, trade
secrets, know-how, procedures, purchasing, accounting, marketing, sales,
customers and employees.  Executive
agrees that, during her remaining employment by Employer and for all time
thereafter, as long as such information is not made public by Employer,
Executive shall hold such information in strict confidence and not disclose or
use it except as specifically authorized by Employer and for Employers
benefit.


10.           Employer
and Executive each agree that the consideration provided to Executive under
this Agreement and the Consulting Agreement is confidential and that neither
shall disclose said consideration to persons outside Employer, except that
Executive may show the Agreement and the Consulting Agreement to her spouse,
attorneys and tax consultants, who have agreed to be bound by these provisions;
provided, however,
that nothing herein shall prohibit or restrict Employer or Executive (or their
respective attorneys) from making disclosures related to this Agreement and the
Consulting Agreement as required by law, from responding to any inquiry, or
providing testimony, about the fact or terms of this Agreement or the
Consulting Agreement, the consideration provided to the Executive, or the facts
and circumstances underlying this Agreement and the Consulting Agreement before
the United States Securities and Exchange Commission or any other federal or
state regulatory or law enforcement agency or as required by law, or prohibit
or restrict Employer or Executive from disclosing the terms of this Agreement
or the Consulting Agreement in any litigation brought to enforce any
obligations created by this Agreement or the Consulting Agreement.  11.           Executive
agrees to fully and reasonably cooperate with Employer with respect to any and
all business issues, claims, internal investigations (including any internal
investigation relating to any claims by Executive of wrongdoing by Employers
senior management), inquiries and/or investigations by the Government or by a
regulator, administrative charges, and litigation related to Employer or its
business interests.  This would include,
but not be limited to, responding to questions, providing information,
attending meetings, depositions, administrative proceedings, and court
hearings, and assisting Employer, its counsel and any expert witnesses.  Executive agrees not to communicate with any
party, its legal counsel, or others adverse to Employer in any pending or
threatened claims or litigation except with the prior consent of the
Employer.  Should Executive receive
notice of a subpoena or other attempt to communicate with or obtain information
from Executive in any way relating to Employer or its business interests,
Executive agrees to notify counsel for Employer and to provide a copy of any
such subpoena or request within two (2) calendar days of receipt of such
notice. Nothing in this agreement restricts the ability of the Employee to
appropriately respond to a subpoena or other request from the Government or
regulators.  12.           Executive
agrees that, as a condition of and before the Company enters into the
Consulting Agreement with the Executive, she will return to Employer all of
Employers property, including all physical property (personal digital
assistants, computer disks, access cards, etc.) as well as any and all
documents, data, plans, or other information, whether on paper or in electronic
form.  13.           Executive
represents that she has not filed any claim against Employer or any of the
individuals or entities released in paragraph 5, and that she will not do so at
any time in the future concerning any of the claims released in this Agreement.  14.           Executive
and Employer shall cooperate to coordinate appropriate internal and external
communications concerning Executives separation and to designate individuals
to whom any questions shall be directed. 
Employer shall have final approval on all such communications.  15.           The
confidentiality and non-disparagement provisions set forth in Sections 8, 9


and10 of this
Agreement are material terms, which if breached could cause the parties to this
Agreement to suffer irreparable harm for which damages would be an inadequate
remedy.  Therefore, upon any such breach
or threat thereof, either party to this Agreement shall be entitled to
injunctions and other appropriate equitable relief in addition to whatever
remedies such party may have at law.  16.           Executive
understands and acknowledges the significance and consequences of this
Agreement and agrees that it is voluntary, and that she is not signing as a
result of any coercion.  Executive has
been encouraged to seek the advice of an attorney and, to the extent desired,
has availed herself of that opportunity. 
Executive acknowledges that she has been given at least twenty-one (21)
days after receipt of this Agreement during which to consider it.  17.           Executive
understands and acknowledges that she has seven (7) days after signing
this Agreement in which to revoke it. 
This Agreement will become effective after that period has expired.  18.           This
Agreement is binding on and shall inure to the benefit of the parties and to
those individuals and entities released in paragraph 5, as well as to all of
their heirs, successors, and assigns.  19.           This
Agreement shall be governed by the laws of the State of Washington.  20.           If
any of the provisions of the Agreement is held to be invalid or unenforceable,
the remaining provisions will nevertheless continue to be valid and enforceable
to the fullest extent permitted by law.  21.           In
the event of any dispute concerning the validity, interpretation, enforcement
or breach of this Agreement or in any way related to Executives employment by
Employer or the termination of such employment, the dispute shall be resolved
by arbitration within King County, Washington, and the parties waive their
right to trial by jury.  Executive and
Employer will submit the dispute to a mutually acceptable arbitration service
or arbitrator, or, if they cannot agree to an arbitration service or
arbitrator, the dispute will be submitted to the JAMS.  The procedural rules of the selected
arbitration service shall apply, provided that during the time the arbitration
proceedings are ongoing, Employer will advance any required administrative
and/or arbitration fees.  The party who
substantially prevails shall be entitled to recover reasonable attorneys fees,
costs, and disbursements from the other party. Judgment upon any arbitration
award may be entered and enforced by any state or federal court having
jurisdiction.  22.           This
Agreement represents and contains the entire understanding between the parties
in connection with its subject matter, and supersedes any prior written or oral
agreements or understandings.  No
modification or waiver of any provision of this Agreement shall be valid unless
in writing and signed by Executive and an authorized representative of
Employer.  Executive acknowledges that in
signing this Agreement she has not relied upon any representation or statement
not set forth in this Agreement made by Employer or any of its representatives.


Washington
  Mutual, Inc.
  
  
  Executive/S/ DARYL D. DAVID
  
  
  /S/ FAY CHAPMANIts:
  EVP HR
  
  
  Date:
  December 10, 2007Date:
  December 10, 2007


EXHIBIT
A  CONSULTING AGREEMENT  This
Consulting Agreement is entered between Fay Chapman (Consultant) and
Washington Mutual, Inc. (the Company) and is in consideration of the mutual
undertakings set forth below.  1.             SERVICES
OF THE CONSULTANT  For
the compensation and subject to the terms and conditions hereinafter set forth,
the Consultant shall supply expert consulting services to the Company.  2.             INDEPENDENT
CONTRACTOR  The
Consultant is an independent contractor and not an employee of the Company and
shall receive no other compensation or benefits for services herein beyond
those specified in the Consulting Agreement. 
The Consultant is responsible for the payment of all taxes arising from
his performance of this contract.  3.             SPECIFIC
DUTIES  Commencing
July 1, 2008, the Consultant shall render consulting services to the
Company at such mutually agreeable times and places as may be required from
time to time by the Companys Chief Executive Officer, or his designee, for a
period of two years.  The specific
requirements for consulting services will from time to time be jointly agreed
to by the Companys Chief Executive Officer, or his designee, and the
Consultant.  The parties agree that if
the opportunity arises for Consultant to perform other work during the term of
the Consulting Agreement that does not conflict with or impair the performance
of consulting services, and Consultant obtains consent from the Company, which
shall not be unreasonably withheld, Consultant may perform such other work.  4.             TERM  This
Consulting Agreement shall commence for a term of two years on July 1,
2008.  5.             COMPENSATION  The Company shall pay the
Consultant Two Million Six Hundred Fifty Thousand Dollars ($2,650,000.00) as a
retainer for her availability and in consideration of the performance of the
services described herein.  The retainer
shall be paid in two payments as follows: a) one payment in the amount of
$1,325,000.00 will be made on July 1, 2008, and b) one payment in the
amount of $1,325,000.00 will be made on January 1, 2009.  The parties expectation is that the services
under this Consulting Agreement would not exceed 1,000 hours per year.  In the event time spent by Consultant on authorized
projects exceeds 1,000 hours per year, the additional time will be paid on an
hourly basis mutually agreed by the parties. 
If Consultant dies during the term of the Consulting Agreement, the
Company shall pay the compensation which would otherwise be payable to
Consultant under the Consulting Agreement at the times specified in the
Consulting Agreement to the spouse of Consultant or, if she is not survived by
her spouse, then to


Consultants heirs in equal
shares or, if there are no such surviving heirs, to the estate of Consultant.  6.             CONFIDENTIALITY  Executive
agrees that, as a result of her performance of the consulting services, she
will be exposed to confidential information that is not generally known to the
public, all of which information is owned by the Company.  This includes information developed by
Consultant, alone or with others, or entrusted to the Company by customers or
others.  Companys confidential
information includes, without limitation, information relating to its finances,
business and strategic plans, unannounced acquisition and/or investment
prospects, trade secrets, know-how, procedures, purchasing, accounting,
marketing, sales, customers and employees. 
Consultant agrees that, during her consulting work for the Company and
for all time thereafter, as long as such information is not made public by
Company, Consultant shall hold such information in strict confidence and not
disclose or use it except as specifically authorized by Company and for Companys
benefit.  7.             ENTIRE
AGREEMENT  This
Consulting Agreement constitutes the entire understanding between the parties
with respect to the subject matter hereof. 
This Consulting Agreement shall not be modified in any respect, except
in writing executed by both parties.  8.             GOVERNING
LAW  This
Consulting Agreement shall be governed by the laws of the State of Washington.  9.             TERMINATION  Upon
material breach of this Consulting Agreement, this Consulting Agreement may be
terminated by the nonbreaching party at any time upon fifteen days written
notice.  Notwithstanding the foregoing,
the parties reserve all rights and remedies available to them by law in the
event of breach of this agreement by the other party.  10.ARBITRATION  In
the event of any dispute concerning the validity, interpretation, enforcement
or breach of this Agreement or in any way related to the services performed
pursuant to this Consulting Agreement, the dispute shall be resolved by
arbitration within King County, Washington, and the parties waive their right
to trial by jury.  Consultant and Company
will submit the dispute to a mutually acceptable arbitration service or
arbitrator, or, if they cannot agree to an arbitration service or arbitrator,
the dispute will be submitted to the JAMS. 
The procedural rules of the selected arbitration service shall
apply, provided that during the time the arbitration proceedings are
ongoing.  Company and Consultant shall
split any required administrative and/or arbitration fees, except that the
party filing the demand for arbitration shall pay the initial administrative
fee for initiating the process.  The
party who substantially prevails shall be entitled to recover reasonable
attorneys fees, costs, and disbursements from the other party. Judgment upon
any arbitration award may be entered and enforced by any state or federal court
having jurisdiction.


11.          NOTICES  All
notices or other communications required or permitted by this Consulting
Agreement, including invoices, shall be in writing and shall be sufficiently
given if sent by certified mail, postage prepaid, addressed as follows: If to Consultant, to: Ms. Fay
Chapman
2003 E. Eaton Pl.
Seattle, WA  98112 If to Company: Mr. Kerry
Killinger
Chairman and Chief Executive Officer
Washington Mutual
1301 Second Ave.
Seattle, WA 98101  Any
such notice or communication shall be deemed to have been given as of the date
mailed.  Any address may be changed by
giving written notice of such change in the manner provided herein for giving
notice.   CONSULTANT
  
  WASHINGTON MUTUAL, INC.Date:
  
  
  Date: