Exhibit 10.8.1  THIRD
AMENDMENT  WAMU
SAVINGS PLAN (As
Amended and Restated as of January 1, 2006)  The
WaMu Savings Plan is hereby amended effective January 1, 2007 by replacing
Section 8.2 in its entirety with the following:  8.2Forfeiture of Contingent Interests  (a)Timing of
Forfeitures  Matching
Contributions and Profit Sharing Contributions allocated to a Participants
Account, including any earnings or losses thereon, that are not vested shall be
forfeited on the earlier of the following dates:  (i)The last day of
the fifth consecutive one year break in Years of Vesting Service, or  (ii)As soon as
practicable after the date on which the Participant receives a distribution of
the value of his vested Account balance, (including a deemed cashout of $0).  (b)           Allocation of Forfeitures  Amounts
forfeited pursuant to this Section shall be used first to pay Plan
expenses in accordance with Section 11.6, then to reduce the Companys
Matching Contributions and Profit Sharing Contributions for the current or
succeeding Plan Years, and lastly to restore Accounts subject to the terms of
the Plan as provided below or as required by law.  (c)           Restoration of Non-Vested Accounts  If a Participant incurs a forfeiture by reason of Section 1.1(a)(ii) and
returns to Service prior to incurring five consecutive Breaks in Service, the
amount of the forfeiture shall be restored (unadjusted for any gains or losses)
as part of such Participants Account if the Participant repays to the Plan the
full amount of the distribution prior to the earlier of  (iii)The Plans
termination, or  (iv)The lapse of
five years following the Participants reemployment by the Employer or a
Related Employer (provided that the Participant must be an Employee at the time
of repayment).  If the Participant
received a deemed cashout of $0, he shall be deemed to have repaid the
distribution upon reemployment.


As of the Valuation Date immediately following such repayment, and
prior to any allocation of Trust earnings, forfeitures, or Employer Contributions
specified in Article V, the amount of a Participants previous forfeiture
(the Restoration Amount) shall be allocated to his Account.  The Restoration Amount shall be credited
first against forfeitures arising for the Plan Year, and if such forfeitures
are not sufficient to satisfy the Restoration Amount in full, the remainder of
such amount shall be satisfied out of Employer Contributions for the Plan
Year.  The Restoration Amount shall not
be deemed an Annual Addition.  In
addition, the Employer may make an Employer Contribution for the purpose of
restoring a forfeiture even though the Employer has no profits.  Any rehired Employee who is eligible to make
a repayment, shall be notified of his right to make such repayment before the
expiration of the periods of the occurrence of the events specified above, and
such notice shall also include an explanation of the consequences of not making
such repayment.  IN WITNESS WHEREOF, the
Company has caused this Third Amendment to be adopted and executed this                              
day of                              ,
2007.   WASHINGTON
  MUTUAL, INC.By:Daryl
  D. DavidChief
  Human Resources Officer