Exhibit 10.3    Washington Mutual, IncNotice
of Cash Long-Term Incentive Award  Date:      February 1, 2008  To:  From:   Leadership Rewards, Stock Administration  We are pleased to
inform you that on January 22, 2008 you were awarded a Cash Long-Term
Incentive Award (Cash LTI Award) in the amount of $XX.XX as a reward for your
continued service to Washington Mutual (the Company or WaMu). The Cash LTI
Award is subject to the terms and conditions of this agreement (the Agreement).  Terms of Award  To earn the Cash LTI
Award and receive a payment, you must remain continuously employed by the
Company through each applicable anniversary date  If you fulfill these
requirements the Cash LTI Award will be made in cash and will vest and become
payable in three equal installments on the anniversary date of the Award over a
three year period.   Payment will be made
in cash.  You must be employed on each
anniversary date in order to receive each portion of the Award.  The installments are as follows:  Anniversary Date
  
  Dollar Amount PayableJanuary XX, 2009
  
  $
  XX.XXJanuary XX, 2010
  
  $
  XX.XXJanuary XX, 2011
  
  $
  XX.XX  Subject to your continued
employment with the Company, the Cash LTI Award will be paid in accordance to
the above schedule, less taxes and withholding, in the pay cycle immediately
following the applicable anniversary date.  You will continue to be
subject to all Company policies and management directives. Your employment will
continue to be terminable by you or the company at will, without cause or
advance notice.   Nothing in this letter
is intended to suggest any guaranteed period of continued employment or any
guarantee that you will be paid the Cash LTI Award. This letter merely sets
forth the terms of the Cash LTI Award that may be paid to you for achievement
of the stated criteria.


Acceptance of the Cash LTI Award  You will not be entitled
to any of the benefits under this Cash LTI Award unless and until you accept
this Award agreement no later than the 90th day following the date
hereof.  If you fail to accept the Cash
LTI Award as specified above by April 21, 2008 the Cash LTI Award shall
terminate without consideration and be deemed cancelled upon the expiration of
such 90-day period, unless the Committee determines, in its sole discretion,
that any delay was for good cause (including your death, disability or other
incapacitation). By accepting the Cash LTI Award, you irrevocably agree on
behalf of yourself and your successors and permitted assigns to all the terms
and conditions of the Cash LTI Award as set for the in or pursuant to this
Agreement .)  Termination of the Award  You must be employed on
each applicable anniversary date in order to receive each portion of the Award.
Vesting and payment of the Award will accelerate upon a Change in Control (as
defined in the form of Change in Control Agreement for Senior Leaders), a
Termination of Service by reason of death or Disability, or a Termination of
Service other than for Cause at or after age 65.  In case of death, disability or retirement,
your payment will be processed as soon as administratively practical after we
receive notice of your death, disability or retirement.  Committee Authority  Any question concerning
the interpretation of this Agreement or the Plan, and any controversy that may
arise under the Plan or this Agreement shall be determined by the Committee
(including any person(s) to whom the Committee has delegated its
authority) in its sole and absolute discretion. 
Such decision by the Committee shall be final and binding  Agreement Not to Solicit Personnel  As a condition of this
Cash LTI Award, you agree that you will not solicit WaMu personnel for a period
of one year after your employment here ends. This means that, regardless of the
reason for termination of your employment, you will not directly or indirectly
solicit, encourage, induce, or enter into any arrangement with any person who
is then a WaMu employee or a contractor or consultant whom you have worked
with, supervised, or been exposed to confidential information about while
associated with the Company to terminate or diminish his or her relationship
with the company, or to seek or accept employment or a similar relationship
with any other business or entity including, but not limited to, one that
competes with or provides services comparable to those provided by WaMu.  If you violate this obligation, you agree to
return the Cash LTI Award promptly, and agree that the Company shall also be
entitled to pursue whatever other remedies are available to it.  Intellectual Property Ownership  WaMu will own all rights
to the results of your work, including inventions and other intellectual
property developed using Company equipment, supplies, facilities or trade
secret information.


It will also own all
rights to the results of any other effort by you (outside of your performance
of WaMu work) that relate directly to your work or to the Companys business or
actual or demonstrably anticipated research or development. WaMus rights
extend to anything that is authored, concelved, invented, written, reduced to
practice, improved or made by you, alone or jointly with others, during the
period of your employment by the Company or a Related Company. To the extent
that the results of your work or other effort constitute a work made for hire
as defined under U.S. copyright law, the copyright shall belong solely to the
Company. Otherwise, to the extent that such results are legally protectable,
then you hereby irrevocably assigns all copyrights, patent rights, and other
proprietary rights therein to the Company, and no further action by you is
required to grant ownership to WaMu. You will assist in preparing and executing
documents, and will take any other steps requested by WaMu, to vest, confirm or
demonstrate its ownership rights, and you will not at any time contest the
validity of such rights. You understand that the termination of your employment
will not terminate or invalidate any of your obligations, or WaMus rights, as
described above. You understand that the above commitments are in furtherance
of the WaMu Intellectual Property Policy (a copy of which you have had an
opportunity to review and is also found on wamu.net), which is incorporated
herein but not set forth in full due to space limitations.  If you live or work in Washington,
California, Illinois, or in any other state mentioned in the Invention Notice
section of the policy, then the above assignment does not apply to inventions
described in the Invention Notice for your state.  Notice  Whenever any notice is
required or permitted hereunder, such notice must be in writing and delivered
in person or by mail (to the address set forth below if notice is being
delivered to the Company) or electronically. 
Any notice delivered in person or by mail shall be deemed to be
delivered on the date on which it is personally delivered, or, whether actually
received or not, on the third business day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person who
is to receive it at the address that such person has theretofore specified by
written notice delivered in accordance herewith.  Any notice given by the Company to you
directed to you at your address on file with the Company shall be effective to
bind you and any other person who shall have acquired rights under this
Agreement.  You or the Company may
change, by written notice to the other, the address previously specified for
receiving notices.  Notices delivered to
the Company in person or by mail shall be addressed as follows:  Company:
  Washington
  Mutual, Inc.Attn: Leadership
  Rewards, Stock Administrator
  Mall Stop WMC 0705
  1301 Second Avenue
  Seattle, WA 98101


Other Terms  This letter sets forth
all of the terms and conditions upon which the Cash LTI Award may be paid to
you, and it supersedes any other representations about this bonus
opportunity.  No one at the Company has
the authority to make any promises to you that are different from those set
forth in this letter on the subject of this Cash LTI Award.  IN WITNESS WHEREOF, the
parties have executed this Agreement dated below.  WASHINGTON
  MUTUAL, INC.Daryl DavidChief HR OfficerEmployees
  SignatureDate Signed: