Exhibit 10.8.2  FOURTH
AMENDMENT  WAMU SAVINGS
PLAN(As Amended and Restated as of January 1,
2006)  WHEREAS, Washington Mutual, Inc.
(the Company) sponsors and maintains the WaMu Savings Plan, as amended and
restated as of January 1, 2006 and as subsequently amended (the Plan);
and  WHEREAS,
the Company has the right to amend the Plan pursuant to Section 13.1 of
thePlan; and  WHEREAS, the Company desires
to amend the Plan to permit non-spousal death beneficiaries
to transfer amounts from qualified plans directly to an individual retirement
accountas permitted by the Pension Protection Act of 2006 (the PPA);
and  WHEREAS, the Company desires
to amend the Plan to include as eligible compensation post-severance payments made no later than the first day of the second
calendar month followinga termination of employment to be treated as
eligible compensation and as compensation within the meaning of Section 415
of the Internal Revenue Code of 1986, as amended (the Code), as permitted by
final regulations promulgated by the Department of Treasury pursuant to Code Section 415;
and  WHEREAS,
the Company desires to amend the Plan to permit Participants to make Rothelective
deferrals to the Plan; and  WHEREAS, the Company desires
to amend the Plan to automatically enroll new employees hired or rehired on or
after January 1, 2008; and  WHEREAS, the Company desires
to amend the Plan to extend the time period in which Participants may consider distribution notices, as permitted by the
PPA; and  WHEREAS, the Company desires
to amend the Plan to reflect that Participants are provided with quarterly
benefit statements.  NOW THEREFORE, the Plan is
hereby amended effective as of January 1, 2008, as follows:  1.             Section 2.12,
Compensation, is amended to add the following sentence at the end of
subsection (b):  Compensation shall also
include post-severance payments paid no later than the first dayof the second
calendar month following termination of employment if (a) the payment was
for services rendered which an Employer would have paid if employment had
continued, (b) the payment was for unused accrued sick leave, vacation
pay, or other


leave which the Employee could have taken if employment had continued,
or (c) the payment was from an
unfunded nonqualified deferred compensation plan, if the payment would have
been paid to the Employee at the same time if the Employee had continued in
employment with an Employer and only to the extent that the payment is
includible in theemployees gross income.  2.Section 2.12,
Compensation, is amended to add a new subsection (viii) followingsubsection
(c)(vii) as follows:  (viii)  
Any post-severance payment that does not satisfy the conditions set
forth in subsection (b) above, such as
severance pay, parachute payments, or payments from an unfunded deferred
compensation plan that are triggered by termination of employment, or any
payment paid later than the first day of the second calendar month followingtermination
of employment.  3.Section 2.51,
Salary Deferral Contribution, is amended to add the following at theend
of Section 2.51:  Unless specifically stated
otherwise, Roth Elective Deferrals, as described in Section4.1(e), will be
treated as Salary Deferral Contributions.  4.Section 3.1,
Eligibility to Participate in the Plan, is amended to add a newsubsection
(iii) following subsection (a)(ii) as
follows:  (iii)    
Each Eligible Employee hired or rehired on or after January 1,
2008, will automatically become a Participant in the Plan on the Employees
Employment Commencement Date or, if later,
the date the Employee becomes an Eligible Employee.  5.Section 4.1,
Salary Deferral Contributions, is amended to add a new subsection(d) and
new subsection (e) as follows:  (d)      
If an Eligible Employee hired or rehired on or after January 1,
2008 has not affirmatively elected a
percentage of his or her Considered Compensation to defer by the 60th
day after his or her Employment Commencement Date, the Eligible Employee shallbe
treated as having elected to defer an amount equal to three percent (3%) of his
or her Considered Compensation (referred to hereinafter as Automatic
Deferrals). An Eligible Employee who is subject to this subsection (d) shall
receive an automatic enrollment notice, within a reasonable period of time
before any Automatic Deferral is made and within a reasonable period of time
before each Plan Year, which shall explain (i) the Eligible Employees
right to affirmatively elect to make elective deferrals at a different
percentage or to not make elective deferrals, (ii) that if the Eligible
Employee does not make an affirmative
election within a reasonable period of time, such Eligible Employee will be
treated as having elected to defer an amount equal to three percent (3%) of his
or her Considered Compensation, and (iii) how Automatic Deferrals will be
invested in theabsence of any investment election by the Eligible
Employee.


(e)       Effective as of January 1, 2008, a
Participant may designate all or a portion of hisor her Salary Deferral
Contributions as Roth Elective Deferrals. A Roth Elective Deferral is an
elective deferral that is:  (i)       
designated irrevocably by the Participant at the time of the cash or deferred election as a Roth elective deferral
that is being made in lieu of all or aportion of the pre-tax elective
deferrals the Participant is otherwise eligible to make under the Plan; and  (ii) treated by the
employer as includible in the Participants income at the time the Participant would have received that
amount in cash if the Participanthad not made a cash or deferred
election.  A Participants Roth Elective
Deferrals will be allocated to a separate account maintainedfor such
deferrals. Contributions and withdrawals of Roth Elective Deferrals will be credited and debited to the Roth Elective
Deferral Account maintained for eachParticipant. The Plan will maintain
a record of the amount of Roth Elective Deferrals in each Participants
Account. Gains, losses, and other credits or charges must be separately allocated on a reasonable and consistent basis to
each Participants Roth Elective DeferralAccount and the Participants
other Accounts in the Plan. No contributions other than Roth Elective Deferrals and properly attributable earnings will be
credited to eachParticipants Roth Elective Deferral Account.  6.Section4.4, Rollover Contributions and Trust
Transfers, is amended to add a newsubsection (c) as follows:  (c)Notwithstanding
anything in this Plan to the contrary, the Plan will accept a Rollover
Contribution to a Roth Elective Deferral Account only if it is a direct
rollover from another Roth elective deferral contribution account under an
applicable retirement plan described in
Code Section 402A(e)(l) and only to the
extent the rollover is permittedunder the rules of Code Section 402(c).  7.Section 8.13,
Direct Rollovers, is amended so that the second paragraph of Section 8.13
reads as follows:  A surviving spouse Beneficiary or a former spouse
who is an Alternate Payee, pursuant to a QDRO under Section 15.12, may direct
a rollover under the same terms and conditions as a Participant. A non-spouse
designated beneficiary (as defined by Code Section 401(a)(9)(B)) may
direct a rollover of an Eligible Rollover Distribution to an individual retirement plan established on behalf
of the designated beneficiary that will be treated as an inherited IRA within
the meaning of Code Section 408(d)(3)(C).  8.Section 8.13,
Direct Rollovers, is amended so to add a new paragraph following
subsection (a)(iii) as follows:


Notwithstanding anything in this Plan to the contrary, a direct
rollover of a distribution from a Roth elective deferral contribution account
under the Plan will only be made to another Roth elective deferral contribution
account under the applicable retirement plan described in Code Section 402A(e)(l) or to a Roth IRA described in Code Section 408A,
and only to the extent the rollover is permitted under the rules of Code Section 402(c).  9.Section 8.13, DirectRollovers,
subsection (c) is amended in its entirety to read asfollows:  (c)Notice to
Participants  In accordance with Code Section 402(f),
the Committee or Trustee shall furnish each Participant, spousal Beneficiary or
Alternate Payee eligible for a directed rollover under this Section 8.13
with an explanation of the directed rollover opportunity and related withholding consequences of not choosing
a directed rollover within a reasonableperiod (at least 30 but not more
than 180 days) prior to the Participants distribution. The explanation shall
clearly indicate that the Participant, spousal Beneficiary or Alternate Payee
has a right to a 30 day waiting period to consider the election. A Participant,
Beneficiary or Alternate Payee may waive the 30 day period by affirmative
election on forms provided by (or by other methods approved by) the Committee
or Trustee.  10.Section 9.3, Account Statement, is amended in its entirety
to read as follows:  Each Participant shall be provided with a statement of his Accounts
under the Plan showing the Account values on a quarterly basis. Account
statements may be delivered electronically as provided by the Committee.  IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be adopted
and executed this 2ndday of January,
2008   WASHINGTON MUTUAL, INC.By:
  /s/ Daryl D. DavidIts:
  EVP HR