Exhibit
3.1  ARTICLES
OF AMENDMENT  OF  WASHINGTON
MUTUAL, INC.  (Series M
Perpetual Non-cumulative Fixed-to-Floating Rate Preferred Stock)  Pursuant to the provisions of Chapter 23B.10 and Section 23B.06.020
of the Revised Code of Washington, the undersigned officer of Washington Mutual, Inc.
(the Company), a corporation organized and existing under the laws of the
State of Washington, does hereby submit for filing these Articles of Amendment
to the Companys Amended and Restated Articles of Incorporation:  FIRST: The name of the Company is Washington Mutual, Inc.  SECOND: 500 shares of the authorized preferred stock of the Company are
hereby designated Series M Perpetual Non-cumulative Fixed-to-Floating
Rate Preferred Stock.  The preferences, limitations, voting powers and relative rights of the Series M
Perpetual Non-cumulative Fixed-to-Floating Rate Preferred Stock are as follows:  DESIGNATION  Section 1.Designation. There is
hereby created out of the authorized and unissued shares of preferred stock of
the Company a series of preferred stock designated as the Series M
Perpetual Non-cumulative Fixed-to-Floating Rate Preferred Stock (the Series M
Preferred Stock). The number of shares constituting such series shall be 500.
The Series M Preferred Stock shall have no par value per share and the
liquidation preference of the Series M Preferred Stock shall be
$1,000,000.00 per share. Shares of the Series M Preferred Stock shall be
issued if and only if a Conditional Exchange occurs.  Section 2.Ranking.  The Series M Preferred Stock will, with respect to dividend rights
and rights on liquidation, winding-up and dissolution, rank (i) on a
parity with the Companys Series I Perpetual Non-cumulative
Fixed-to-Floating Rate Preferred Stock (the Series I Preferred Stock),
the Companys Series J Perpetual Non-cumulative Fixed Rate Preferred Stock
(the Series J Preferred Stock), the Companys Series K Perpetual
Non-Cumulative Floating Rate Preferred Stock (the Series K Preferred
Stock), the Companys Series L Perpetual Non-cumulative Fixed-to-Floating
Rate Preferred Stock (the Series L Preferred Stock) and with each other
class or series of preferred stock established after the Designation Date by
the Company the terms of which expressly provide that such class or series will
rank on a parity with the Series M Preferred Stock as to dividend rights
and rights on liquidation, winding-up and dissolution of the Company
(collectively referred to as Parity Securities) and (ii) senior to the
Companys common stock (the Common Stock), the Companys Series RP
Preferred Stock and each other class of capital stock outstanding or
established after the Designation Date by the Company the terms of which do not
expressly provide that it ranks on a parity with or senior


to the Series M Preferred Stock as to dividend rights and rights
on liquidation, winding-up and dissolution of the Company (collectively
referred to as Junior Securities). The Company has the right to authorize
and/or issue additional shares or series of Junior Securities and Parity
Securities without the consent of the holders of the Series M Preferred
Stock.  Section 3.Definitions. Unless the
context or use indicates another meaning or intent, the following terms shall
have the following meanings, whether used in the singular or the plural:  (a)3-Month USD LIBOR means,
with respect to any Dividend Period, a rate determined on the basis of the
offered rates for three-month U.S. dollar deposits of not less than a principal
amount equal to that which is representative for a single transaction in such
market at such time, commencing on the first day of such Dividend Period, which
appears on Reuters Screen LIBOR01 Page as of approximately 11:00 a.m.,
London time, on the LIBOR Determination Date for such Dividend Period. If on
any LIBOR Determination Date no rate appears on Reuters Screen LIBOR01 Page as
of approximately 11:00 a.m., London time, the Company or an affiliate of
the Company on behalf of the Company will on such LIBOR Determination Date request
four major reference banks in the London interbank market selected by the
Company to provide the Company with a quotation of the rate at which
three-month deposits in U.S. dollars, commencing on the first day of such
Dividend Period, are offered by them to prime banks in the London interbank
market as of approximately 11:00 a.m., London time, on such LIBOR
Determination Date and in a principal amount equal to that which is
representative for a single transaction in such market at such time. If at least
two such quotations are provided, 3-Month USD LIBOR for such Dividend Period
will be the arithmetic mean (rounded upward if necessary to the nearest .00001
of 1%) of such quotations as calculated by the Company. If fewer than two
quotations are provided, 3-Month USD LIBOR for such Dividend Period will be the
arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of
the rates quoted as of approximately 11:00 am., New York time, on the first day
of such Dividend Period by three major banks in New York City, New York
selected by the Company for loans in U.S. dollars to leading European banks,
for a three-month period commencing on the first day of such Dividend Period
and in a principal amount of not less than $1,000,000.  (b)Business Day means
any day other than a Saturday, Sunday or any other day on which banks in New
York City, New York, or Seattle, Washington are generally required or
authorized by law to be closed.  (c)Common Stock has
the meaning set forth in Section 2.  (d)Company means
Washington Mutual, Inc., a Washington corporation.  (e)Comparable Treasury Issue
means the United States Treasury security selected by the Independent Investment
Banker as having a maturity comparable to the term remaining to the Dividend Payment
Date in June 2012 that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
perpetual preferred securities having similar terms as the Series M
Preferred Stock with respect to the payment of dividends and distributions of
assets upon liquidation, dissolution or winding-up of the issuer of such
preferred stock.  2


(f)Comparable Treasury Price means
with respect to any Redemption Date the average of the Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations, or if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.  (g)Conditional Exchange means the
automatic exchange of the Trust Securities into depositary shares representing
an interest in the Series M Preferred Stock which occurs upon the written
direction of the OTS upon or after the occurrence of an Exchange Event.  (h)Delaware Preferred Securities
means the Fixed-to-Floating Rate Perpetual Non-cumulative Preferred Securities,
Series 2007-A, liquidation preference $1,000 per security, issued or to be
issued by Washington Mutual Preferred Funding LLC, a Delaware limited liability
company.  (i)Designation Date means May 24,
2007.  (j)Dividend Payment Date has the
meaning set forth in Section 4(b).  (k)Dividend Period has the meaning
set forth in Section 4(b).  (l)Exchange Event means the
occurrence of any one of the following at a time as the Trust Securities are
issued and outstanding:  (i)WMB becomes undercapitalized under the
Prompt Corrective Action Regulations;  (ii)WMB is placed into conservatorship or
receivership; or  (iii)the OTS, in its sole discretion, directs
an exchange of the Trust Securities into depositary shares representing an
interest in the Series M Preferred Stock in anticipation of WMB becoming
undercapitalized under the Prompt Corrective Action Regulations or of the OTS
taking any supervisory action that limits the payment of dividends by WMB.  (m)Five-Year Date means the
Dividend Payment Date in June 2012, and the Dividend Payment Date of each
fifth succeeding year (i.e., June 2017, June 2022, etc.) assuming in
each case that the Series M Preferred Stock has been issued.  (n)Independent Investment Banker
means an independent investment banking institution of national standing
appointed by the Company.  (o)Junior Securities has the
meaning set forth in Section 2.  (p)LIBOR Business Day means any day
on which commercial banks are open for general business (including dealings in
deposits in U.S. dollars) in London.  (q)LIBOR Determination Date means,
as to each Dividend Period, the date that is two LIBOR Business Days prior to
the first day of such Dividend Period.  3


(r)OTS means the Office of Thrift
Supervision or any successor regulatory entity.  (s)Parity Securities has the
meaning set forth in Section 2.  (t)Primary Treasury Dealer has the
meaning set forth in Section 3(y).  (u)Prompt Corrective Action Regulation
means 12 C.F.R. Part 565 as in effect from time to time, or any successor
regulation.  (v)Rating Agencies means, at any
time, Standard & Poors Rating Services, a Division of the McGraw-Hill
Companies, Inc., Moodys Investors Service, Inc. and Fitch, Inc.,
but only in the case of each such agency if it is rating the relevant security,
including the Delaware Preferred Securities at the relevant time or, if none of
them is providing a rating for the relevant security, including the Delaware
Preferred Securities at such time, then any nationally
recognized statistical rating organizationas that phrase is
defined for purposes of Rule 436(g)(2) under the Securities Act of
1933, as amended, which is rating such relevant security.  (w)A Rating Agency Event occurs
when the Company reasonably determines that an amendment, clarification or change
has occurred in the equity criteria for securities such as the Delaware
Preferred Securities of any Rating Agency that then publishes a rating for the
Company which amendment, clarification or change results in a lower equity
credit for the Company than the respective equity credit assigned by such
Rating Agency to the Delaware Preferred Securities on the Designation Date.  (x)Redemption Date means any date
that is designated by the Company in a notice of redemption delivered pursuant
to Section 7.  (y)Reference Treasury Dealer means
each of the three primary U.S. government securities dealers (each, a Primary
Treasury Dealer), as specified by the Company; provided that if any
Primary Treasury Dealer as specified by the Company ceases to be a Primary
Treasury Dealer, the Company will substitute for such Primary Treasury Dealer
another Primary Treasury Dealer and if the Company fails to select a substitute
within a reasonable period of time, then the substitute will be a Primary
Treasury Dealer selected by the Independent Investment Banker after
consultation with the Company.  (z)Reference Treasury Dealer Quotations
means, with respect to the Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed, in each case, as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.  (aa)A Regulatory Capital Event
occurs when the Company determines, based upon receipt of an opinion of
counsel, that there is a significant risk that the Delaware Preferred
Securities will no longer constitute core capital of WMB for purposes of the
capital adequacy regulations issued by the OTS as a result of a change in
applicable laws, regulations or related interpretations after issuance of the
Delaware Preferred Securities.  4


(bb)Reuters Screen LIBOR01
Page means the display so designated on the Reuters 3000 Xtra (or such
other page as may replace that page on that service, or such other
service as may be nominated as the information vendor, for the purpose of
displaying rates comparable to the London Interbank Offered rate for U.S.
dollar deposits).  (cc)Series I Preferred
Stock has the meaning set forth in Section 2.  (dd)Series J Preferred
Stock has the meaning set forth in Section 2.  (ee)Series K Preferred
Stock has the meaning set forth in Section 2.  (ff)Series L Preferred
Stock has the meaning set forth in Section 2.  (gg)Series M Preferred
Stock has the meaning set forth in Section 1.  (hh)Treasury Rate means the rate per year
equal to the quarterly equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price
for the relevant Redemption Date. The Treasury Rate will be calculated on the
third Business Day preceding the relevant Redemption Date.  (ii)Trust Securities means the
Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities, liquidation
preference $100,000 per security, issued by Washington Mutual Preferred Funding
Trust III, a Delaware statutory trust.  (jj)Voting Parity Securities has the
meaning set forth in Section 8(b).  (kk)WMB means Washington Mutual
Bank, a federal savings association and a subsidiary of the Company, or its
successor.  Section 4.Dividends.  (a)Holders of shares of Series M
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors, out of the funds legally available therefor, non-cumulative
cash dividends in the amount determined as set forth in Section 4(c), and
no more.  (b)Subject to Section 4(a),
dividends shall be payable in arrears on March 15, June 15, September 15
and December 15 of each year commencing on the first such day after the
issuance of the Series M Preferred Stock or, in each case, if any such day
is not a Business Day, the next Business Day (each, a Dividend Payment Date).
Each dividend will be payable to holders of record as they appear on the stock
books of the Company on the first day of the month in which the relevant
Dividend Payment Date occurs or, if such date is not a Business Day, the first
Business Day of such month. Each period from and including a Dividend Payment
Date (or the date of the Issuance of the Series M Preferred Stock) to but
excluding the following Dividend Payment Date (or the Redemption Date) is
herein referred to as Dividend Period, except that, if the Series M
Preferred Stock is outstanding on June 15, 2012, the Dividend Period
ending in June 2012 shall be to but excluding June 15, 2012 (whether
or not a Business Day) and the Dividend Period ending in September 2012
shall commence on June 15, 2012 (whether or not a Business Day).  5


(c)If the date of Issuance of
the Series M Preferred Stock is prior to the day immediately preceding June 15,
2012, or if June 15, 2012 is not a Business Day, the first Business Day
after June 15, 2012, then from such date of issuance to but not including June 15,
2012 (whether or not a Business Day); dividends, if, when and as declared by
the Board of Directors, will be, for each outstanding share of Series M
Preferred Stock, at an annual rate of 6.895% on the per share liquidation
preference of the Series M Preferred Stock. From the later of the (i) June 15,
2012 and (ii) the date of issuance of the Series M Preferred Stock,
dividends, if, when and as declared by the Board of Directors, will be, for
each outstanding share of Series M Preferred Stock, at an annual rate on
the per share liquidation preference of the Series M Preferred Stock equal
to 3-Month USD LIBOR for the related Dividend Period plus 1.755%. Dividends
payable for any Dividend Period greater or less than a full Dividend Period
will be computed on the basis of twelve 30-day months, a 360-day year, and the
actual number of days elapsed in the period if such Dividend Period ends in or
prior to June 2012; thereafter dividends payable for any period greater or
less than a full dividend period will be computed on the basis of the actual
number of days in the relevant period divided by 360. No interest will be paid
on any dividend payment of the Series M Preferred Stock.  (d)Dividends on the Series M
Preferred Stock are non-cumulative. If the Board of Directors does not declare
a dividend on the Series M Preferred Stock or declares less than a full
dividend in respect of any Dividend Period, the holders of the Series M
Preferred Stock will have no right to receive any dividend or a full dividend,
as the case may be, for the Dividend Period, and the Company will have no
obligation to pay a dividend or to pay full dividends for that Dividend Period,
whether or not dividends are declared and paid for any future Dividend Period
with respect to the Series M Preferred Stock or the Common Stock or any
other class or series of the Companys preferred stock.  (e)If full dividends on all
outstanding shares of the Series M Preferred Stock for any Dividend Period
have not been declared and paid, the Company shall not declare or pay dividends
with respect to, or redeem, purchase or acquire any of, its equity capital
securities during the next succeeding Dividend Period, except dividends in
connection with the Series RP Preferred Stock or other shareholders rights
plan, if any, or dividends in connection with benefit plans.  Section 5.Liquidation.  (a)In the event the Company
voluntarily or involuntarily liquidates, dissolves or winds up, the holders of Series M
Preferred Stock at the time outstanding shall be entitled to receive
liquidating distributions in the amount of $1,000,000 per share of Series M
Preferred Stock, plus an amount equal to any declared but unpaid dividends
thereon for the current Dividend Period to and including the date of such
liquidation, out of assets legally available for distribution to its
shareholders, before any distribution of assets is made to the holders of
Common Stock or any securities ranking junior to the Series MPreferred Stock. After payment of the
full amount of such liquidating distributions, the holders of Series M
Preferred Stock will not be entitled to any further participation in any
distribution of assets by, and shall have no right or claim to any remaining
assets of, the Company.  (b)In the event the assets of
the Company available for distribution to shareholders upon any liquidation,
dissolution or winding-up of the affairs of the Company, whether voluntary or
involuntary, shall be insufficient to pay in full the amounts payable with
respect to all outstanding shares of the Series M Preferred Stock and the
corresponding  6


amounts payable on any other Securities of equal ranking, the holders
of Series M Preferred Stock and the holders of such other securities of
equal ranking shall share ratably in any distribution of assets of the Company
in proportion to the full respective liquidating distributions to which they
would otherwise be respectively entitled.  Section 6.Maturity. The Series M
Preferred Stock shall be perpetual unless redeemed by the Company in accordance
with Section 7.  Section 7.Redemptions.  (a)The Series M Preferred
Stock shall not be redeemable at the option of the holders at any time.  (b)The Series M Preferred
Stock shall be redeemable at the option of the Company in any of the following
circumstances:  (i)in whole but
not in part, prior to the Dividend Payment Date in June, 2012 upon the
occurrence of a Regulatory Capital Event or a Rating Agency Event, at a cash
redemption price equal to the sum of:  (A)the greater of:  (1)$1,000,000 per
share of Series M Preferred Stock and  (2)The sum of the
present value of $1,000,000 per share of Series M Preferred Stock,
discounted from the Dividend Payment Date in June, 2012 to the redemption date,
and the present values of all undeclared dividends for each Dividend Period
from the redemption date to and including the Dividend Payment Date in June,
2012 discounted from their applicable Dividend Payment Dates to the redemption
date, in each case on a quarterly basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, as calculated by an Independent
Investment Banker, plus 0.50%; plus  (B)any declared but unpaid
dividends to the redemption date;  (ii)in whole but
not in part, on any Dividend Payment Date prior to the Dividend Payment Date in
June, 2012 for any reason other than the occurrence of a Rating Agency Event or
a Regulatory Capital Event, at a cash redemption price equal to:  (A)the greater of:  (1)$1,000,000 per
share of Series M Preferred Stock, or  (2)the sum of the
present value of $1,000,000 per share of Series M Preferred Stock
discounted from the Dividend Payment Date in June, 2012 to the redemption date,
and the present values of all undeclared dividends for the Dividend Periods
from the redemption date to and including the Dividend Payment Date in June,
2012, discounted from their applicable Dividend Payment Dates to the redemption
date, in each case  7


on a quarterly basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate, as calculated by an Independent Investment
Banker, plus 0.35%; plus  (B)any declared
but unpaid dividends to the redemption date;  (iii)in whole but
not in part, on any Dividend Payment Date after the Dividend Payment Date in
June, 2012 that is not a Five-Year Date, upon the occurrence of a Regulatory
Capital Event or a Rating Agency Event, at a cash redemption price equal to
$1,000,000 per share of Series M Preferred Stock, plusany declared and unpaid dividends to
the redemption date;  (iv)in whole or in
part, on each Dividend Payment Date that is a Five-Year Date, at a cash
redemption price of $1,000,000 per share of Series M Preferred Stock, plusany declared and unpaid dividends to
the redemption date; and  (v)in whole but
not in part, on any Dividend Payment Date after the Dividend Payment Date In
June, 2012 that is not a Five-Year Date for any reason other than the
occurrence of a Rating Agency Event or a Regulatory Capital Event, at a cash
redemption price equal to:  (A)the greater of:  (1)$1,000,000 per
share of Series M Preferred Stock, or  (2)the sum of the
present value of $1,000,000 per share of Series M Preferred Stock,
discounted from the next succeeding Five-Year Date to the redemption date, and
the present values of all undeclared dividends for the Dividend Periods from
the redemption date to and including the next succeeding Five-Year Date,
discounted from their applicable Dividend Payment Dates to the redemption date,
in each case on a quarterly basis (assuming a 360-day year consisting of twelve
30-day months) at the 3-month USD LIBOR Rate applicable to the Dividend Period
immediately preceding such redemption date (which 3-month USD LIBOR Rate will
also, for the purposes of calculating such redemption price, be the rate used
in calculating the amount for each undeclared dividend), as calculated by an
Independent Investment Banker; plus  (B)any declared but unpaid
dividends to the redemption date;  In each case, without accumulation of any undeclared dividends with
respect to Dividend Payment Dates prior to the redemption date.  (c)Dividends will cease to
accrue on the Series M Preferred Stock called for redemption on and as of
the date fixed for redemption and such Series M Preferred Stock will be
deemed to cease to be outstanding, providedthat
the redemption price, including any authorized and declared but unpaid
dividends for the current Dividend Period, if any, to the date fixed for
redemption, has been duly paid or provision has been made for such payment.  (d)In the case of any
redemption under this Section 7, notice shall be mailed to each holder of
record of the Series M Preferred Stock, not less than 30 nor more than 60
days prior to the Redemption Date specified in such notice; provided, however,
that a longer minimum notice may be agreed to by the Company, including in a
deposit agreement relating to  8


depositary shares representing interests in the Series M Preferred
Stock. The notice of redemption shall include a statement of (i) the
redemption date, (ii) the redemption price, and (iii) the number of
shares to be redeemed.  (e)Any shares of Series M
Preferred Stock redeemed pursuant to this Section 7 or otherwise acquired
by the Company in any manner whatsoever shall become authorized but unissued
preferred shares of the Company but such preferred shares shall not under any
circumstances be reissued as Series M Preferred Shares. The Company shall
from time-to-time take such appropriate action as may be necessary to reduce
the authorized number of shares of Series M Preferred Stock accordingly.  Section 8.Voting Rights.  (a)Holders of the Series M
Preferred Stock will not have any voting rights, including the right to elect
any directors, except (i) voting rights, if any, required by law, and (ii) voting
rights, if any, described in this Section 8.  (b)Holders of the Series M
Preferred Stock will in the circumstances to the extent set forth in this Section 8(b),
have the right to elect two directors.  (i)If after the
issuance of the Series M Preferred Stock the Company fails to pay, or
declare and set aside for payment, full dividends on the Series M
Preferred Stock or any other class or series of Parity Securities having
similar voting rights (Voting Parity Securities) for six Dividend Periods or
their equivalent, the authorized number of the Companys directors will be
increased by two. Subject to compliance with any requirement for regulatory
approval of, or non-objection to, persons serving as directors, the holders of Series M
Preferred Stock, voting together as a single and separate class with the
holders of any outstanding Voting Parity Securities, will have the right to
elect two directors in addition to the directors then in office at the Companys
next annual meeting of shareholders. This right will continue at each
subsequent annual meeting until the Company pays dividends in full on the Series M
Preferred Stock and any Voting Parity Securities for three consecutive Dividend
Periods or their equivalent and pays or declares and sets aside for payment
dividends in full for the fourth consecutive Dividend Period or its equivalent
or, if earlier, upon the redemption of all Series M Preferred Stock.  (ii)The term of
such additional directors will terminate, and the total number of directors
will be decreased by two, at such time as the Company pays dividends in full on
the Series M Preferred Stock and any Voting Parity Securities for three
consecutive Dividend Periods or their equivalent and declares and pays or sets
aside for payment dividends in full for the fourth consecutive Dividend Period
or its equivalent or, if earlier, upon the redemption of all Series M
Preferred Stock. After the term of such additional directors terminates, the
holders of the Series M Preferred Stock will not be entitled to elect
additional directors unless full dividends on the Series M Preferred Stock
have again not been paid or declared and set aside for payment for six future
Dividend Periods.  (iii)Any additional
director elected by the holders of the Series M Preferred Stock and the
Voting Parity Securities may only be removed by the vote of the holders of
record of the outstanding Series M Preferred Stock and Voting Parity
Securities, voting together as a single and separate class, at a meeting of the
Company shareholders called for that purpose. Any vacancy created by the
removal of any such director may be filled only by the  9


vote of the holders of the outstanding Series M Preferred Stock
and Voting Parity Securities, voting together as a single and separate class.  (c)So long as any shares of Series M
Preferred Stock are outstanding, the vote or consent of the holders of at least
66 2/3% of the shares of Series M Preferred Stock at the time outstanding,
voting as a class with all other classes and series of Parity Securities upon
which like voting rights have been conferred and are exercisable, given in
person or by proxy, either in writing without a meeting or by vote at any
meeting called for the purpose, will be necessary for effecting or validating
any of the following actions, whether or not such approval is required by
Washington law:  (i)any amendment,
alteration or repeal of any provision of the Companys Amended and Restated
Articles of Incorporation (including the Articles of Amendment creating the Series M
Preferred Stock) or the Companys bylaws that would alter or change the voting
powers, preferences or special rights of the Series M Preferred Stock so
as to affect them adversely;  (ii)any amendment
or alteration of the Companys Amended and Restated Articles of Incorporation
to authorize or create, or increase the authorized amount of, any shares of, or
any securities convertible into shares of, any class or series of the Companys
capital stock ranking prior to the Series M Preferred Stock in the payment
of dividends or in the distribution of assets on any liquidation, dissolution
or winding up of the Company; or  (iii)the consummation of a
binding share exchange or reclassification involving the Series MPreferred Stock or a merger or
consolidation of the Company with another entity, except that holders of Series M
Preferred Stock will have no right to vote under this provision or under
§23B.11.035 of the Revised Code of Washington or otherwise under Washington law
if in each case (x) the Series M Preferred Stock remains outstanding
or, in the case of any such merger or consolidation with respect to which the
Company is not the surviving or resulting entity, is converted into or
exchanged for preference securities of the surviving or resulting entity or its
ultimate parent, and (y) such Series M Preferred Stock remaining outstanding
or such preference securities, as the case may be, have such rights,
preferences, privileges and voting powers, taken as a whole, as are not
materially less favorable to the holders thereof than the rights, preferences,
privileges and voting powers of the Series M Preferred Stock, taken as a
whole;  provided, however,that any increase in the
amount of the authorized or issued Series M Preferred Stock or authorized
preferred stock or the creation and issuance, or an increase in the authorized
or issued amount, of other series of preferred stock ranking equally with
and/or junior to the Series M Preferred Stock with respect to the payment
of dividends (whether such dividends are cumulative or non-cumulative) and/or
the distribution of assets upon the Companys liquidation, dissolution or
winding up will not be deemed to adversely affect the voting powers,
preferences or special rights of the Series M Preferred stock and,
notwithstanding §23B.10.040(1)(a), (e) or (f) of the Revised Code of
Washington or any other provision of Washington law, holders of Series M
Preferred Stock will have no right to vote on such an increase, creation or
issuance.  (d)If an amendment, alteration,
repeal, share exchange, reclassification, merger or consolidation described
above would adversely affect one or more but not all series of preferred stock
with like voting rights (including the Series M Preferred Stock for this  10


purpose), then only the series affected and entitled to vote shall vote
as a class in lieu of all such series of preferred stock.  Section 9.Certificates. The Company
may at its option issue the Series M Preferred Stock without certificates.  THIRD: This amendment does
not provide for an exchange, reclassification or cancellation of any issued
shares.  FOURTH: The date of this amendments adoption is May 23,
2007.  FIFTH: This amendment to the Amended and Restated
Articles of Incorporation was duly adopted by the Board of Directors of the
Company.  SIXTH: No shareholder action was required.  11


EXECUTED this 23rd
day of May, 2007.  WASHINGTON
  MUTUAL, INC.By:
  /s/Peter
  FreilingerName:
  Peter
  FreilingerTitle:
  SVP  12


ARTICLES OF
AMENDMENT  OF  WASHINGTON
MUTUAL, INC.  (Series K
Perpetual Non-Cumulative Floating Rate Preferred Stock)  Pursuant to the provisions of Chapter 23B.10 and Section 23B.06.020
of the Revised Code of Washington, the undersigned officer of Washington Mutual, Inc.
(the Company), a corporation organized and existing under the laws of the
State of Washington, does hereby submit for filing these Articles of Amendment
to its Amended and Restated Articles of Incorporation:  FIRST: The name of the Company is Washington Mutual, Inc.  SECOND: 500 shares of the authorized Preferred Stock of the Company are
hereby designated Series K Perpetual Non-Cumulative Floating Rate
Preferred Stock.  The preferences, limitations, voting powers and relative rights of the Series K
Perpetual Non-Cumulative Floating Rate Preferred Stock are as follows:  DESIGNATION  Section 1. 
Designation.There is hereby
created out of the authorized and unissued shares of preferred stock of the
Company a series of preferred stock designated as the Series K Perpetual
Non-Cumulative Floating Rate Preferred Stock (the Series K Preferred
Stock). The number of shares constituting such series shall be 500. The Series K
Preferred Stock shall have no par value per share and the liquidation
preference of the Series K Preferred Stock shall be $1,000,000.00 per
share.  Section 2. 
Ranking.The Series K Preferred
Stock will, with respect to dividend rights and rights on liquidation,
winding-up and dissolution, rank (i) on a parity with the Series I
Preferred Stock and the Series J Preferred Stock and with each other class
or series of preferred stock established after the Effective Date by the
Company the terms of which expressly provide that such class or series will
rank on a parity with the Series K Preferred Stock as to dividend rights
and rights on liquidation, winding-up and dissolution of the Company
(collectively referred to as Parity Securities) and (ii) senior to the
Companys common stock (the Common Stock), the Companys Series RP
Preferred Stock and each other class or series of capital stock outstanding or
established after the Effective Date by the Company the terms of which do not
expressly provide that it ranks on a parity with or senior to the Series K
Preferred Stock as to dividend rights and rights on liquidation, winding-up and
dissolution of the Company (collectively referred to as Junior Securities).
The Company has the right to authorize and/or issue additional shares or series
of Junior Securities or Parity Securities without the consent of the holders of
the Series K Preferred Stock.


Section 3.  Definitions.Unless the context or use indicates another
meaning or intent, the following terms shall have the following meanings,
whether used in the singular or the plural:  (a)3-Month USD
LIBOR means, with respect to any Dividend Period, a rate determined on the
basis of the offered rates for three-month U.S. dollar deposits, commencing on
the first day of such Dividend Period, which appears on US LIBOR Telerate Page 3750
as of approximately 11:00 a.m., London time, on the LIBOR Determination
Date for such Dividend Period. If on any LIBOR Determination Date no rate
appears on US LIBOR Telerate Page 3750 as of approximately 11:00 a.m.,
London time, the Company or an affiliate of the Company on behalf of the
Company will on such LIBOR Determination Date request four major reference
banks in the London interbank market selected by the Company to provide the
Company with a quotation of the rate at which three-month deposits in U.S.
dollars, commencing on the first day of such Dividend Period, are offered by
them to prime banks in the London interbank market as of approximately 11:00 a.m.,
London time, on such LIBOR Determination Date and in a principal amount equal
to that which is representative for a single transaction in such market at such
time. If at least two such quotations are provided, 3-Month USD LIBOR for such
Dividend Period will be the arithmetic mean (rounded upward if necessary to the
nearest .00001 of 1%) of such quotations as calculated by the Company. If fewer
than two quotations are provided, 3-Month USD LIBOR for such Dividend Period
will be the arithmetic mean (rounded upward if necessary to the nearest .00001
of 1%) of the rates quoted as of approximately 11:00 am., New York time, on the
first day of such Dividend Period by three major banks in New York City, New
York selected by the Company for loans in U.S. dollars to leading European
banks, for a three-month period commencing on the first day of such Dividend
Period and in a principal amount of not less than $1,000,000; provided, however,that, if the banks
selected as aforesaid by the Company are not quoting as mentioned in this
sentence, 3-Month USD LIBOR for such Dividend Period will be the 3-Month USD
LIBOR determined with respect to the immediately preceding Dividend Period.  (b)Business
Day means any day other than a Saturday, Sunday or any other day on which
banks in New York City, New York, or Seattle, Washington are generally required
or authorized by law to be closed.  (c)Common
Stock has the meaning set forth in Section 2.  (d)Company
means Washington Mutual, Inc., a Washington corporation.  (e)Dividend
Payment Date has the meaning set forth in Section 4(b).  (f)Dividend
Period has the meaning set forth in Section 4(b).  (g)Effective
Date means the date on which shares of the Series K Preferred Stock
are first issued.  (h)Junior
Securities has the meaning set forth in Section 2.  (i)LIBOR Business
Day means any day on which commercial banks are open for general business
(including dealings in deposits in U.S. dollars) in London.  2


(j)LIBOR
Determination Date means, as to each Dividend Period, the date that is two
LIBOR Business Days prior to the first day of such Dividend Period.  (k)Parity
Securities has the meaning set forth in Section 2.  (l)Redemption
Date means any date that is designated by the Company in a notice of
redemption delivered pursuant to Section 7.  (m)Series I
Preferred Stock means the shares of the Companys Series I Perpetual
Non-cumulative Fixed-to-Floating Rate Preferred Stock reserved for issuance.  (n)Series J
Preferred Stock means the shares of the Companys Series J Perpetual
Non-cumulative Fixed Rate Preferred Stock reserved for issuance.  (o)US LIBOR
Telerate Page 3750 means the display page of Moneylines
Telerate Service designated as 3750 (or any successor page or service for
the purpose of displaying rates comparable to 3-Month USD LIBOR).  (p)Voting
Parity Securities has the meaning set forth in Section 8(b).  Section 4.  Dividends.  (a)From and after
the Effective Date, holders of shares of Series K Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, out of
the funds legally available therefor, non-cumulative cash dividends in the
amount determined as set forth in Section 4(c), and no more.  (b)Subject to Section 4(a),
dividends shall be payable in arrears on March 15, June 15, September 15
and December 15 of each year commencing on December 15, 2006 or, in
each case, if any such day is not a Business Day, the next Business Day (each,
a Dividend Payment Date). Each dividend will be payable to holders of record
as they appear on the stock books of the Company on the first day of the month
in which the relevant Dividend Payment Date occurs or, if such date is not a
Business Day, the first Business Day of such month. Each period from and including
a Dividend Payment Date (or the date of the issuance of the Series K
Preferred Stock) to but excluding the following Dividend Payment Date (or the
Redemption Date) is herein referred to as a Dividend Period.  (c)Dividends, if,
when and as declared by the Board of Directors, will be, for each outstanding
share of Series K Preferred Stock, at an annual rate on the $1,000,000 per
share liquidation preference equal to the greater of (i) 3-Month USD LIBOR
for the related Dividend Period, plus 0.70% or (ii) four percent (4.00%).
Dividends payable for a Dividend Period, including any Dividend Period greater
or less than a full Dividend Period, will be computed on the basis of the
actual number of days elapsed in the period divided by 360. No interest will be
paid on any dividend payment on a Series K Preferred Stock paid later than
the scheduled Dividend Payment Date.  (d)Dividends on
the Series K Preferred Stock are non-cumulative. If the Board of Directors
does not declare a dividend on the Series K Preferred Stock or declares
less than a full dividend in respect of any Dividend Period, the holders of the
Series K  3


Preferred Stock will have no right to receive
any dividend or a full dividend, as the case may be, for the Dividend Period,
and the Company will have no obligation to pay a dividend or to pay full
dividends for that Dividend Period, whether or not dividends are declared and
paid for any future Dividend Period with respect to the Series K Preferred
Stock or the Common Stock or any other class or series of the Companys
preferred stock.  (e)If full
dividends on all outstanding shares of the Series K Preferred Stock for
any Dividend Period have not been declared and paid, the Company shall not
declare or pay dividends with respect to, or redeem, purchase or acquire any
of, its Junior Securities during the next succeeding Dividend Period, other
than (i) redemptions, purchases or other acquisitions of Junior Securities
in connection with any benefit plan or other similar arrangement with or for
the benefit of any one or more employees, officers, directors or consultants or
in connection with a dividend reinvestment or shareholder stock purchase plan,
and (ii) any declaration of a dividend in connection with any shareholders
rights plan, including with respect to the Companys Series RP Preferred
Stock, or the issuance of rights, stock or other property under any
shareholders rights plan, or the redemption or repurchase of rights pursuant
thereto. If dividends for any Dividend Payment Date are not paid in full on the
shares of the Series K Preferred Stock and there are issued and
outstanding shares of Parity Securities with the same Dividend Payment Date,
then all dividends declared on shares of the Series K Preferred Stock and
such Parity Securities shall be declared pro  rata so that the
respective amounts of such dividends shall bear the same ratio to each other as
full dividends per share on the shares of the Series K Preferred Stock and
all such Parity Securities otherwise payable on such Dividend Payment Date
(subject to their having been declared by the Board of Directors out of legally
available funds and including, in the case of any such Parity Securities that
bear cumulative dividends, all accrued but unpaid dividends) bear to each
other.  Section 5.  Liquidation.  (a)In the event
the Company voluntarily or involuntarily liquidates, dissolves or winds up, the
holders of Series K Preferred Stock at the time outstanding shall be
entitled to receive liquidating distributions in the amount of $1,000,000 per
share of Series K Preferred Stock, plus an amount equal to any declared
but unpaid dividends thereon to and including the date of such liquidation, out
of assets legally available for distribution to its shareholders, before any
distribution of assets is made to the holders of Common Stock or any other
Junior Securities. After payment of the full amount of such liquidating
distributions, the holders of Series K Preferred Stock will not be
entitled to any further participation in any distribution of assets by, and
shall have no right or claim to any remaining assets of, the Company.  (b)In the event
the assets of the Company available for distribution to shareholders upon any
liquidation, dissolution or winding-up of the affairs of the Company, whether
voluntary or involuntary, shall be insufficient to pay in full the amounts
payable with respect to all outstanding shares of the Series K Preferred
Stock and the corresponding amounts payable on any Parity Securities, the
holders of Series K Preferred Stock and the holders of such Parity
Securities shall share ratably in any distribution of assets of the Company in
proportion to the full respective liquidating distributions to which they would
otherwise be respectively entitled.  4


(c)The Companys
consolidation or merger with or into any other entity, the consolidation or
merger of any other entity with or into the Company, or the sale of all or
substantially all of the Companys property or business will not constitute its
liquidation, dissolution or winding up.  Section 6.Maturity.The Series K Preferred
Stock shall be perpetual unless redeemed by the Company in accordance with Section 7.  Section 7.  Redemptions.  (a)The Series K
Preferred Stock shall not be redeemable at the option of the holders at any
time.  (b)The Series K
Preferred Stock shall be redeemable in whole or in part at the option of the
Company at any time, or from time to time, on or after September 15, 2011,
(or, in the event that September 15, 2011 is not a Business Day, the next
Business Day). Such redemption shall be at a cash redemption price of
$1,000,000 per share, plus any declared and unpaid dividends to the Redemption
Date, without accumulation of any undeclared dividends.  (c)In the case of
any redemption under this Section 7, notice shall be mailed to each holder
of record of the Series K Preferred Stock, not less than 30 nor more than
60 days prior to the Redemption Date specified in such notice provided,
however, that no failure to give such notice nor any defect therein shall
affect the validity of the proceeding for the redemption of any shares of the Series K
Preferred Stock to be redeemed except as to the holder to whom the Company has
failed to mail said notice or except as to the holder whose notice was
defective. The notice of redemption shall include a statement of (i) the
Redemption Date, (ii) the redemption price, and (iii) the number of
shares to be redeemed.  (d)Any shares of Series K
Preferred Stock redeemed by the Company pursuant to this Section 7 or
otherwise acquired by the Company in any manner whatsoever shall become
authorized but unissued preferred shares of the Company but such preferred
shares shall not under any circumstances be reissued as Series K Preferred
Stock. The Company shall from time-to-time take such appropriate action as may
be necessary to reduce the authorized number of shares of Series K
Preferred Stock accordingly.  Section 8.  Voting Rights.  (a)Holders of the Series K
Preferred Stock will not have any voting rights, including the right to elect
any directors, except (i) voting rights, if any, required by law, and (ii) voting
rights, if any, described in this Section 8.  (b)Holders of the Series K
Preferred Stock will, in the circumstances and to the extent set forth in this Section 8(b),
have the right to elect two directors.  (i)If after the
Effective Date the Company fails to pay, or declare and set aside for payment,
full dividends on the Series K Preferred Stock or any other class or
series of Parity Securities having similar voting rights (Voting Parity
Securities) for six Dividend Periods or their equivalent, the authorized
number of  5


the Companys directors will be increased by two.
Subject to compliance with any requirement for regulatory approval of, or
non-objection to, persons serving as directors, the holders of Series K
Preferred Stock, voting together as a single and separate class with the
holders of any outstanding Voting Parity Securities, will have the right to
elect two directors in addition to the directors then in office at the Companys
next annual meeting of shareholders. This right will continue at each subsequent
annual meeting until the Company pays dividends in full on the Series K
Preferred Stock and any Voting Parity Securities for three consecutive Dividend
Periods or their equivalent and pays or declares and sets aside for payment
dividends in full for the fourth consecutive Dividend Period or its equivalent
or, if earlier, upon the redemption of all Series K Preferred Stock.  (ii)The term of
such additional directors will terminate, and the total number of directors
will be decreased by two, at such time as the Company pays dividends in full on
the Series K Preferred Stock and any Voting Parity Securities for three
consecutive Dividend Periods or their equivalent and declares and pays or sets
aside for payment dividends in full for the fourth consecutive Dividend Period
or its equivalent or, if earlier, upon the redemption of all Series K
Preferred Stock. After the term of such additional directors terminates, the
holders of the Series K Preferred Stock will not be entitled to elect
additional directors unless full dividends on the Series K Preferred Stock
have again not been paid or declared and set aside for payment for six future
Dividend Periods.  (iii)Any additional
director elected by the holders of the Series K Preferred Stock and the
Voting Parity Securities may only be removed by the vote of the holders of
record of the outstanding Series K Preferred Stock and Voting Parity
Securities, voting together as a single and separate class, at a meeting of the
Company shareholders called for that purpose. Any vacancy created by the
removal of any such director may be filled only by the vote of the holders of
the outstanding Series K Preferred Stock and Voting Parity Securities,
voting together as a single and separate class.  (c)So long as any
shares of Series K Preferred Stock are outstanding, the vote or consent of
the holders of at least 66 2/3% of the shares of Series K Preferred Stock
at the time outstanding, voting as a class with all other classes and series of
Parity Securities upon which like voting rights have been conferred and are
exercisable, given in person or by proxy, either in writing without a meeting
or by vote at any meeting called for the purpose, will be necessary for
effecting or validating any of the following actions, whether or not such
approval is required by Washington law.  6


(i)any amendment,
alteration or repeal of any provision of the Companys Amended and Restated
Articles of Incorporation (including the Articles of Amendment creating the Series K
Preferred Stock) or the Companys bylaws that would alter or change the voting
powers, preferences or special rights of the Series K Preferred Stock so
as to affect them adversely;  (ii)any amendment
or alteration of the Companys Amended and Restated Articles of Incorporation
to authorize or create, or increase the authorized amount of, any shares of, or
any securities convertible into shares of, any class or series of the Companys
capital stock ranking prior to the Series K Preferred Stock in the payment
of dividends or in the distribution of assets on any liquidation, dissolution
or winding up of the Company; or  (iii)the
consummation of a binding share exchange or reclassification involving the Series K
Preferred Stock or a merger or consolidation of the Company with another
entity, except that holders of Series K Preferred Stock will have no right
to vote under this provision or under §23B.11.035 of the Revised Code of
Washington or otherwise under Washington law if in each case (x) the Series K
Preferred Stock remains outstanding or, in the case of any such merger or
consolidation with respect to which the Company is not the surviving or
resulting entity, is converted into or exchanged for preference securities of
the surviving or resulting entity or its ultimate parent, and (y) such Series K
Preferred Stock remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, taken
as a whole, as are not materially less favorable to the holders thereof than
the rights, preferences, privileges and voting powers of the Series K
Preferred Stock, taken as a whole;  provided, however,that any increase in the
amount of the authorized or issued Series K Preferred Stock or authorized
preferred stock or the creation and issuance, or an increase in the authorized
or issued amount, of other series of preferred stock ranking equally with
and/or junior to the Series K Preferred Stock with respect to the payment
of dividends (whether such dividends are cumulative or non-cumulative) and/or
the distribution of assets upon the Companys liquidation, dissolution or
winding up will not be deemed to adversely affect the voting powers,
preferences or special rights of the Series K Preferred stock and,
notwithstanding §23B.10.040(1)(a), (e) or (f) of the Revised Code of
Washington or any other provision of Washington law, holders of Series K
Preferred Stock will have no right to vote on such an increase, creation or
issuance.  If an amendment, alteration, repeal, share exchange, reclassification,
merger or consolidation described above would adversely affect one or more but
not all series of preferred stock with like voting rights (including the Series K
Preferred Stock for this  7


purpose),
then only the series affected and entitled to vote shall vote as a class in
lieu of all such series of preferred stock.  Section 9.  Certificates.The Company may at its
option issue the Series K Preferred Stock without certificates.  THIRD: This amendment does
not provide for an exchange, reclassification or cancellation of any issued
shares.  FOURTH: The date of this amendments adoption is September 14,
2006.  FIFTH: This amendment to the
Amended and Restated Articles of Incorporation was duly adopted by the Board of
Directors of the Company.  SIXTH: No shareholder action was required.  EXECUTED this 14th day of September, 2006.  WASHINGTON
  MUTUAL, INC.By:
  /s/ Fay L.ChapmanName:
  Fay L.ChapmanTitle:
  Senior
  Executive Vice President  8


STATE
  OF WASHINGTON
  ARTICLES OF AMENDMENTSECRETARY
  OF STATE
  WASHINGTONPROFIT CORPORATION·Please
  PRINT or TYPE in black ink
  (Par Chapter 238.10 RCW)·Sign,
  date and return original AND ONE COPY to:
  FEE: $30EXPEDITED (24-HOUR) SERVICE AVAILABLE - $20 PER ENTITYCORPORATIONS
  DIVISION
  INCLUDE FEE AND WRITE EXPEDITE IN BOLD LETTERS801
  CAPITOL WAY SOUTH PO BOX 40234
  ON OUTSIDE OF ENVELOPEOLYMPIA,
  WA 98504-0234FOR OFFICE USE ONLY·BE SURE TO INCLUDE FILING
  FEE Checks
  FILED         /         /should
  be made payable to Secretary of StateIMPORTANT! Person to
  contact about this filing
  Daytime Phone Number (with area code)Christopher J. Bellavia
  206-490-8597AMENDMENT TO ARTICLES OF INCORPORATIONNAME
  OF CORPORATION (As currentlyrecorded withthe Office
  of the Secretary of State)Washington
  Mutual,  Inc.UBI NUMBER
  CORPORATION NUMBER (if known)
  AMENDMENTS TO ARTICLES OF INCORPORATION WERE ADOPTED
  ON April 18, 2006601566389
  
  Date:EFFECTIVE
  DATE
  (Specified effective date may be
  up to 30 days AFTER receipt of the document by the SecretaryofState)OF
  ARTICLES OFAMENDMENT
  oSpecific
  Date:
  
  xUpon
  filing by the Secretary of StateARTICLES
  OF AMENDMENT WERE ADOPTED BY (Pleasecheck ONE of the following)oIncorporators.
  Shareholders action was not requiredoBoard of
  Directors. Shareholders action was not requiredxDuly approved
  shareholder action in accordance with Chapter 23B.10 RCWAMENDMENTS TO THE ARTICLES
  OF INCORPORATION ARE AS FOLLOWSIf
  amendmentprovides foran exchange, reclassification,orcancellationof Issuedshares, provisionsforimplementing the amendment must be included. If necessary, attach
  additional amendments or information.Attached as Exhibit ASIGNATURE OF OFFICERThis documentis  hereby executed under
  penalties of perjury, and is, to the best of my knowledge, true and correct./S/ William L.Lynch
  
  William L. Lynch
  
  5/30/06Signature of Officer
  
  Printed
  Name
  
  DateINFORMATION AND
  ASSISTANCE  360/753-7115 (TDD  380/753-1485)


EXHIBIT A  Article IV of the Corporations Articles of Incorporation shall be
replaced in its entirety with the following:  ARTICLE IV  BOARD OF DIRECTORS  The Company shall be managed by a Board of
Directors. The number of directors shall be stated in the Companys Bylaws,
provided, however, that such number shall not be less than five (5). The directors
elected at any annual meeting of shareholders prior to the 2007 annual meeting
of the Companys shareholders, shall be classified into three classes of
elected directors designated as Class 1, Class 2, and Class 3
directors. Each class shall contain one-third of the total number of directors,
as near as may be. The terms of the Class 1 directors shall expire at the
first annual shareholders meeting after their election. The terms of the Class 2
directors shall expire at the second annual shareholders meeting after their
election. The terms of the Class 3 directors shall expire at the third
annual shareholders meeting after their election. At each annual meeting of
the Companys shareholders from and after the Companys annual meeting of
shareholders to be held in 2007, the directors shall be elected for terms
lasting until the next annual meeting of shareholders following their election,
and until their successors are elected and qualified, subject to their earlier
death, resignation or removal. A vacancy on the Board of Directors may be
filled by the Board in accordance with the applicable provisions of the Companys
Bylaws. A director elected to fill a vacancy shall be elected for a term of
office continuing only until the next election of directors by shareholders.


ARTICLES OF AMENDMENT  TO THE  AMENDED AND RESTATED ARTICLES OF
INCORPORATION  OF  WASHINGTON MUTUAL, INC.  Pursuant to the provisions of Chapter 23B.10 and Section 23B.06.020
of the Washington Business Corporation Act, Washington
Mutual, Inc., a Washington corporation, hereby adopts the
following articles of amendment to its amended and restated articles of
incorporation:  FIRST:The name of the corporation
is: Washington Mutual, Inc.  SECOND:The rights, preferences,
privileges, restrictions and other matters relating to the Series H
Preferred Stock of the corporation are as follows:  1. Designation. The designation of this Series shall be Series H
Preferred Stock (hereinafter referred to as this Series), and the number of
shares constituting this Series shall be 2,000,000. Shares of this Series shall
have a liquidation preference of $50.  2. Dividends. (a) The holders of shares of this Series shall
be entitled to receive cash dividends, when, as and if declared by the Board of
Directors, out of funds legally available for that purpose, at the rates set
forth below in this Section 2. Dividends on the shares of this Series shall
be payable, when, as and if declared by the Board of Directors, quarterly in
arrears on February 16, May 16, August 16 and November 16of each year (each, a Dividend Payment
Date), commencing on the Initial Dividend Payment Date. The Initial Dividend
Payment Date shall mean the first Dividend Payment Date following the
effective date of the merger (the Merger) of Bank United Corp. with and into
the Company, or if any such date is not a Business Day (as defined below), the
next succeeding Business Day. Each such dividend shall be paid to the holders
of record of shares of this Series as they appear on the stock register of
the Company on the applicable Record Date, as shall be fixed by the Board of
Directors; provided, however, that holders of shares of this Series called
for redemption on a Redemption Date falling between the record date associated
with a Dividend Payment Date and such Dividend Payment Date shall receive the
applicable dividend payment, together with all other accumulated and unpaid
dividends on such date as shall be fixed for redemption. Dividends on the
shares of this Series shall accumulate and be cumulative from the date of
original issuance. Business Day shall mean any day other than a Saturday or
Sunday or a day on which banking institutions in New York City are authorized
or required by law or executive order to remain closed.


(b) For each quarterly dividend period (each, a Dividend Period)
from the Initial Dividend Payment Date, through and including the Dividend
Period ending August 16, 2002, dividends payable on the shares of this Series shall
be payable at a rate per annum of the liquidation preference thereof equal to
7.25% (the Initial Rate Period). For each Dividend Period after the Initial
Rate Period, dividends payable on the shares of this Series shall be
payable at a rate per annum of the liquidation preference thereof equal to the
Reset Rate (as defined below). The amount of dividends per share for each
Dividend Period shall be computed by dividing the applicable rate for such
Dividend Period by four and applying the resulting rate to the liquidation
preference per share of this Series. Each Dividend Period (other than the
Initial Dividend Period, defined below) shall commence on a Dividend Payment
Date and shall end on and include the day next preceding the next Dividend
Payment Date. The Initial Dividend Period shall mean the period commencing on
the effective date of the Merger and ending on the Initial Dividend Payment
Date.  (c) Dividends payable on this Series for any period greater
or less than a full Dividend Period, other than the Initial Dividend Period,
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months and, for any period less than one month, the actual number of days
elapsed in the period. In connection with the Merger, the shares of Bank United
Corp.s Series B Preferred Stock (the Predecessor Shares) shall be
converted into shares of this Series. Prior to the completion of the Merger,
the board of directors of Bank United Corp. declared a dividend on the
Predecessor Shares payable on the Initial Dividend Payment Date. As successor
to Bank United Corp., the Company will pay on the Initial Dividend Payment Date
the dividend declared but not paid on the Predecessor Shares; provided
that in no event shall a holder of this Series be entitled to a dividend
on the Initial Dividend Payment Date that is greater than such holder would
have been entitled to on the Initial Dividend Payment Date had the Merger not
been completed and the Predecessor Shares not been converted into shares of
this Series.  (d) No full dividends shall be declared or paid or set apart for
payment on the Preferred Stock of any series ranking, as to dividends, on a
parity with or junior to this Series for any period unless full cumulative
dividends on the shares of this Series for all full Dividend Periods ending
on or prior to the date of such dividends on such other series of Preferred
Stock have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof set apart for such payment. When
dividends are not paid in full, as aforesaid, upon the shares of this Series and
any other series of Preferred Stock ranking on a parity as to dividends with
this Series, all dividends declared upon shares of this Series and any
other series of Preferred Stock ranking on a parity as to dividends with this Series shall
be declared pro rata so that the amount of dividends declared per share on this
Series and such other Preferred Stock shall in all cases bear to each
other the same ratio that accrued and unpaid dividends per share on the shares
of this Series and such other Preferred Stock bear to each other. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on this Series which may be in arrears.


(e) So long as any shares of this Series are outstanding, no
dividend (other than a dividend in Common Stock or in any other stock ranking
junior to this Series as to dividends and upon liquidation and other than
as provided in paragraph (d) of this Section 2) shall be declared or
paid or set aside for payment or other distribution declared or made upon the
Common Stock or upon any other stock ranking junior to or on a parity with this
Series as to dividends or upon liquidation, nor shall any Common Stock or
any other stock of the Company ranking junior to or on a parity with this Series as
to dividends or upon liquidation be redeemed, purchased or otherwise acquired
for any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by the Company (except
by conversion into or exchange for stock of the Company ranking junior to this Series as
to dividends and upon liquidation), unless, in each case, full cumulative
dividends on all outstanding shares of this Series for all full Dividend
Periods ending on or prior to the date of such other dividend, distribution,
redemption, purchase or other acquisition, shall have been or contemporaneously
are paid or declared and a sum sufficient for the payment thereof set aside for
such payment.  3. Remarketing. (a) The dividend rate on this Series shall
be reset to the Reset Rate on the Purchase Contract Settlement Date (as defined
below). The Company shall request, not later than 15 nor more than 30 calendar
days prior to the Remarketing Date (as defined below), that the Depositary (as
defined below) notify the Holders of shares of this Series and the holders
of Corporate PIES of the Remarketing and of the procedures that must be
followed if a Holder of Corporate PIES wishes to make a cash settlement of its
obligation to purchase Common Stock of the Company pursuant to the Purchase
Contract Agreement.  (b) Not later than 5:00 p.m., New York City time, on the
seventh Business Day preceding the Purchase Contract Settlement Date, each
Holder may elect to have the shares of this Series held by such Holder
remarketed in the Remarketing. Holders of Corporate PIES that do not give
notice of their intention to make a cash settlement of the purchase contract
component of their Corporate PIES prior to such time in the manner specified in
the Purchase Contract Agreement, or that give such notice but fail to deliver
cash prior to 11:00 a.m., New York City time, on or prior to the fifth
Business Day preceding the Purchase Contract Settlement Date, shall be deemed
to have consented to the disposition of the shares of this Series that are
a component of their Corporate PIES in the Remarketing. Holders of the shares
of this Series that are not a component of Corporate PIES wishing to have
their shares of this Series remarketed shall give to the Purchase Contract
Agent notice of their election prior to 11:00 a.m., New York City time on
such fifth Business Day. Any such notice shall be irrevocable and may not be
conditioned upon the level at which the Reset Rate is established in the
Remarketing. Promptly after 11:00 a.m., New York City time, on such fifth
Business Day, the Purchase Contract Agent, based on the notices received by it
prior to such time (including notices from the Purchase Contract Agent as to
purchase contracts for which cash settlement has been elected and cash
received), shall notify the Remarketing Agent of the number of shares of this Series to
be tendered for purchase in the Remarketing.


(c)If any Holder of shares of this Series does not
give a notice of its intention to make a cash settlement or gives such notice
but fails to deliver cash as described in Section 3(b) above, or
gives a notice of election to have shares of this Series that are not a
component of Corporate PIES remarketed, then the shares of this Series of
such Holder shall be deemed tendered for purchase in the Remarketing,
notwithstanding any failure by such Holder to deliver or properly deliver such
shares to the Remarketing Agent for purchase.  (d)The right of each Holder to have shares of this Series tendered
for purchase shall be limited to the extent that (i) the Remarketing Agent
conducts a remarketing pursuant to the terms of the Remarketing Agreement, (ii) the
shares of this Series tendered have not been called for redemption, (iii) the
Remarketing Agent is able to find a purchaser or purchasers for the tendered
shares of this Series and (iv) such purchaser or purchasers deliver
the purchase price therefor to the Remarketing Agent.  (e)On the Remarketing Date, the Remarketing Agent shall
use commercially reasonable efforts to remarket, at a price equal to 100.50% of
the aggregate liquidation preference thereof, the shares of this Series tendered
or deemed tendered for purchase.  (f)If, as a result of the efforts described in Section 3(e),
the Remarketing Agent determines that it will be able to remarket all of the
shares of this Series tendered or deemed tendered for purchase at a price
of 100.50% of the aggregate liquidation preference of such shares prior to 4:00 p.m.,
New York City time, on the Remarketing Date, the Remarketing Agent shall
determine the Reset Rate, which shall be the rate per annum (rounded to the
nearest one-thousandth (0.001) of one percent per annum) that the Remarketing
Agent determines, in its sole judgment, to be the lowest rate per annum that
will enable it to remarket all of the shares of this Series tendered or
deemed tendered for Remarketing.  (g)If none of the Holders of the shares of this Series or
the holders of the Corporate PIES elects to have shares of this Series remarketed
in the Remarketing, the Reset Rate shall be the rate determined by the
Remarketing Agent, in its sole discretion, as the rate that would have been
established had a Remarketing of all the shares of this Series been held
on the Remarketing Date.  (h)If, by 4:00 p.m., New York City time, on the
Remarketing Date, the Remarketing Agent is unable to remarket all of the
Preferred Securities tendered or deemed tendered for purchase, a Failed
Remarketing shall be deemed to have occurred and the Remarketing Agent shall
so advise by telephone the Depositary and the Company. In the event of a Failed
Remarketing, the Reset Rate shall equal (1) the AA Composite Commercial
Paper Rate (as defined below), plus (2) the Applicable Margin (as defined
below).  (i)By approximately 4:30 p.m., New York City time,
on the Remarketing Date, provided that there has not been a Failed Remarketing,
the Remarketing Agent shall advise, by telephone (i) the Depositary and
the Company of the Reset Rate determined in


the
Remarketing and the number of shares of this Series sold in the
Remarketing, (ii) each purchaser (or the Depositary Participant thereof)
of the Reset Rate and the number of shares of this Series such purchaser
is to purchase and (iii) each purchaser to give instructions to its
Depositary Participant to pay the purchase price on the Purchase Contract
Settlement Date in same day funds against delivery of the shares of this Series purchased
through the facilities of the Depositary.  (j)In accordance with the Depositarys normal
procedures, on the Purchase Contract Settlement Date, the transactions
described above with respect to each Preferred Security tendered for purchase
and sold in the Remarketing shall be executed through the Depositary, and the
accounts of the respective Depositary Participants shall be debited and
credited and such shares of this Series delivered by book-entry as
necessary to effect purchases and sales of such shares of this Series. The Depositary
shall make payment in accordance with its normal procedures.  (k)If any Holder of shares of this Series selling
shares of this Series in the Remarketing fails to deliver such shares, the
Depositary Participant of such selling holder and of any other Person that was
to have purchased shares of this Series in the Remarketing may deliver
to any such other Person a number of shares of this Series that is less
than the number of shares of this Series that otherwise was to be
purchased by such Person. In such event, the number of shares of this Series to
be so delivered shall be determined by such Depositary Participant, and
delivery of such lesser number of shares of this Series shall constitute
good delivery.  (1)Under the Remarketing Agreement, the Company shall
be liable for, and shall pay, any and all costs and expenses incurred in
connection with the Remarketing.  (m)The tender and settlement procedures set in this Section 3,
including provisions for payment by purchasers of the shares of this Series in
the Remarketing, shall be subject to modification to the extent required by the
Depositary or if the book-entry system is no longer available for the shares of
this Series at the time of the Remarketing, to facilitate the tendering
and remarketing of the shares of this Series in certificated form. In
addition, the Remarketing Agent may modify the settlement procedures set
forth herein in order to facilitate the settlement process.  (n)Definitions:  AA Composite Commercial Paper Rate on any date
shall mean (i) the interest equivalent of the 60-day rate on commercial
paper placed on behalf of issuers whose corporate bonds are rated AA by
S&P or the equivalent of such rating by S&P or the equivalent of such
rating by S&P or another rating agency, as made available on a discount
basis or otherwise by the Federal Reserve Board for the business day
immediately preceding such date or (ii) if the Federal Reserve Board does
not make available any such rate, then the arithmetic average of those rates,
as quoted on a discount basis or otherwise, by the Commercial Paper Dealers to
the Remarketing Agent for the close of business on the Business Day next
preceding such date. If any Commercial


Paper
Dealer does not quote a rate required to determine the AA Composite
Commercial Paper Rate, the AA Composite Commercial Paper Rate will be
determined on the basis of the quotation or quotations furnished by the
remaining Commercial Paper Dealer or Commercial Paper Dealers and any
substitute commercial paper dealer or substitute commercial paper dealers
selected by the Remarketing Agent or, if the Remarketing Agent does not select
any such substitute commercial paper dealer or substitute commercial paper
dealers, by the remaining Commercial Paper Dealer or Commercial Paper Dealers.  Applicable Margin shall mean the spread determined as set forth
below, based on the prevailing rating of the Remarketed shares of this Series in
effect at the close of business on the Business Day immediately preceding the
date of a Failed Remarketing:  Prevailing
  Rating
  
  SpreadAA/aa
  
  3.00
  %A/ a
  
  4.00
  %BBB/baa
  
  5.00
  %Below
  BBB/baa
  
  7.00
  %  For purposes of this definition, the prevailing rating of the
Remarketed shares of this Series shall be:  (i) AA/ aa if such shares have a credit rating of AA- or better by
S&P and aa3 or better by Moodys or the equivalent of such ratings by
such agencies or a substitute rating agency or substitute rating agencies
selected by the Remarketing Agent;  (ii) if not under clause (i) above, then A/ a if the
Remarketed Securities have a credit rating of A- or better by S&P and a3
or better by Moodys or the equivalent of such ratings by such agencies or a
substitute rating agency or substitute rating agencies selected by the
Remarketing Agent;  (iii) if not under clauses (i) or (ii) above, then BBB/ baa
if the Remarketed Securities have a credit rating of BBB- or better by S&P
and baa3 or better by Moodys or the equivalent of such ratings by such
agencies or a substitute rating agency or substitute rating agencies selected
by the Remarketing Agent; or  iv) if not under clauses (i) - (iii) above, then below BBB/ baa.  Certificate shall mean a Corporate PIES
Certificate.


Commercial Paper Dealers shall mean Lehman Commercial Paper Inc.,  Goldman, Sachs & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated or their affiliates or
successors, if such affiliates or successors are commercial paper dealers.  Common Stock shall mean the Common Stock, no par value, of the
Company.  Corporate PIES shall mean a stock purchase unit consisting of (A) a
stock purchase contract under which (i) the holder of the unit will
purchase from the Company, for $50.00 in cash, a certain number of shares of
common stock of the Company and (ii) the Company will pay such holder
contract adjustment payments and (B) beneficial ownership of a shares of
this Series.  Corporate PIES Certificate means a certificate evidencing the rights
and obligations of a Holder in respect of the number of Corporate PIES
specified on such certificate.  Depositary shall mean, with respect to shares of this Series issuable
in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
depositary for such shares, and initially shall be The Depository Trust
Company.  Depositary Participant
shall mean a member of, or participant in, the Depositary.  Exchange Act shall mean the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time, and the rules and
regulations promulgated thereunder.  Global Certificate means a Certificate that evidences all or part of
the shares of this Series and is registered in the name of a clearing
agency or a nominee thereof.  Global Security shall mean
a global Series H Preferred Stock Certificate registered in the name of a
Depositary or its nominee.  Holder shall mean any holder of shares of this Series.  Moodys shall mean Moodys Investors Service, Inc.  Purchase Contract Agent
shall mean the purchase contract agent under the Purchase Contract Agreement,
including successor purchase contract agents.  Purchase Contract Agreement shall mean the Purchase Contract
Agreement dated as of August 10, 1999 between the Company (through its
predecessor entity, Bank United Corp.) and Bank One N.A. (under its prior name,
The First National Bank of Chicago), as Purchase Contract Agent.


Purchase Contract Settlement Date shall mean August 16, 2002.  Record Date for dividends on the shares of this Series on any
Payment Date shall mean, as to any Global Certificate, the Business Day next
preceding such Payment Date, and as to any other Certificate, 15 Business Days
prior to such Payment Date.  Remarketing Agent shall mean the remarketing agent selected by the
Company, including any successor remarketing agents selected by the Company.  Remarketing Date shall mean the third Business Day preceding the Purchase
Contract Settlement Date.  Reset Rate shall mean shall mean the distribution rate per annum that
results from the Remarketing pursuant this Section 3.  S&P shall mean
Standard & Poors Ratings Services, a division of McGraw-Hill
Corporation.  4. Redemption. (a)  Optional Redemption. The shares of
this Series are not redeemable prior to October 16, 2002. The
Company, at its option, may redeem shares of this Series, as a whole or in
part, at any time or from time to time, on or after October 16, 2002 at a
redemption price of $50 per share plus accrued and unpaid cumulative dividends
thereon (whether or not declared) to the date fixed for redemption.  (b)  Mandatory Redemption. The Company shall redeem, from any
source of funds legally available therefor, all issued and outstanding shares
of this Series, in whole and not in part, on August 16, 2004, at a
redemption price of $50 per share plus accrued and unpaid cumulative dividends
thereon (whether or not declared) to the date fixed for redemption.  (c)  Redemption Procedures.  (i) In the event that, pursuant to paragraph (a) above,
fewer than all the outstanding shares of this Series are to be redeemed,
the number of shares to be redeemed shall be determined by the Board of
Directors and the shares to be redeemed shall be determined by lot or pro rata
as may be determined by the Board of Directors or by any other method as may be
determined by the Board of Directors in its sole discretion to be equitable,
provided that such method satisfies any applicable requirements of any
securities exchange on which this Series is listed.  (ii) In the event the Company shall redeem
shares of this Series, notice of such redemption shall be given by first class mail,
postage prepaid, mailed not less than 30 or more than 60 days prior to the
redemption date, to each holder of record of the shares to be redeemed, at such
holders address as the same appears on the stock register of the Company. Each
such notice


shall state: (a)  the redemption date; (b)  the
number of shares of this Series to be redeemed and, if fewer than all the
shares held by such holder are to be redeemed, the number of such shares to be
redeemed from such holder; (c)  the redemption price; (d)  the
place or places where certificates for such shares are to be surrendered for
payment of the redemption price; and (e)  that dividends on the
shares to be redeemed shall cease to accrue on the redemption date.  (iii) Notice having been mailed as aforesaid,
from and after the redemption date (unless default shall be made by the Company
in providing money for the payment of the redemption price) dividends on the
shares of this Series so called for redemption shall cease to accrue, and
said shares shall no longer be deemed to be outstanding, and all rights of the
holders thereof as stockholders of the Company (except the right to receive
from the Company the redemption price) shall cease. Upon surrender in
accordance with said notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board of Directors shall so
by the Company at the redemption price aforesaid. In case fewer than all the
shares represented by any such certificate are redeemed, a without cost to the
holder thereof.  (iv) Any shares of this Series which shall
at any time have been redeemed shall, after such redemption, have the status of
authorized but unissued shares of Preferred Stock, without designation as to series until
such shares are once more designated as part of a particular series by
the Board of Directors.  (v) Notwithstanding the foregoing provisions of
this Section 4, if full cumulative dividends on all outstanding shares of
this Series are in arrears, no shares of this Series shall be
redeemed unless all outstanding shares of this Series are simultaneously
redeemed, and the Company shall not purchase or otherwise acquire any shares of
this Series; provided, however, that the foregoing shall not prevent the
purchase or acquisition of shares of this Series pursuant to a purchase or
exchange offer made on the same terms to holders of all outstanding shares of
this Series.  5. Conversion. The holders of shares of this Series shall
not have any rights to convert such shares into shares of any other class or
series of capital stock of the Company.  6. Liquidation Rights. (a) Upon the voluntary or
involuntary dissolution, liquidation or winding up of the Company, the holders
of the shares of this Series shall be entitled to receive and to be paid
out of the assets of the Company available for distribution to its
stockholders, before any payment or distribution shall be made on the Common
Stock or on any other class of stock ranking junior to this Series upon


liquidation,
the amount of $50 per share, plus accrued and unpaid cumulative dividends
(whether or not declared) to the date of the liquidating distribution.  (b)After the payment to the holders of the shares of
this Series of the full preferential amounts provided for in this Section 6,
the holders of this Series as such shall have no right or claim to any of
the remaining assets of the Company.  (c)If, upon any voluntary or involuntary dissolution,
liquidation, or winding up of the Company, the amounts payable with respect to
the shares of this Series and any other shares of stock of the Company
ranking as to any such distribution on a parity with the shares of this Series are
not paid in full, the holders of the shares of this Series and of such
other shares shall share ratably in any such distribution of assets of the
Company in proportion to the full respective distributions to which they are
entitled.  (d)Neither the sale of all or substantially all the
property or business of the Company, nor the merger or consolidation of the
Company into or with any other corporation or the merger or consolidation of
any other corporation into or with the Company, shall be deemed to be a
dissolution, liquidation or winding up, voluntary or involuntary, for the
purposes of this Section 6.  7.Ranking. For purposes of this
resolution, any stock of any class or classes of the Company shall be
deemed to rank:  (a)prior to the shares of this Series, either as to
dividends or upon liquidation, if the holders of such class or classes
shall be entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Company, as the case may be,
in preference or priority to the holders of shares of this Series;  (b)on a parity with shares of this Series, either as to
dividends or upon liquidation, whether or not the dividend rates, dividend
payment dates or redemption or liquidation prices per share or sinking fund
provisions, if any, be different from those of this Series (and whether or
not such dividends shall accumulate), if the holders of such stock shall be entitled
to the receipt of dividends or of amounts distributable upon dissolution,
liquidation or winding up of the Company, as the case may be, without
preference or priority, one over the other, as between the holders of such
stock and the holders of shares of this Series; and  (c)junior to shares of this Series, either as to
dividends or upon liquidation; if such class shall be Common Stock or if
the holders of shares of this Series shall be entitled to receipt of
dividends or of amounts distributable upon dissolution, liquidation or winding
up of the Company, as the case may be, in preference or priority to the
holders of shares of such class or classes.  (d)The shares of each of the other series of
preferred stock of the Company shall rank on a parity with the shares of this
Series.


8.Voting Rights. The holders
of the shares of this Series shall have the following voting rights:  (a)Each share of this Series will have the right
to vote, with each share of this Series having 0.10 vote, in connection
with matters submitted generally to the holders of the common stock and other
capital stock of the Company entitled to vote in respect of matters submitted
to the stockholders of the Company generally. For these purposes, the holders
of the shares of this Series and the holders of the common stock and such
other capital stock of the Company, so entitled to vote, shall vote as a single
class,  (b)Unless the vote or consent of the holders of a
greater number of shares shall then be required by law, the approval of the
holders of at least two-thirds of the then-outstanding shares of this Series,
given in person or by proxy, either in writing or by a vote at a meeting called
for the purpose at which the holders of shares of this Series shall vote
together as a separate class, shall be required for authorizing, effecting or
validating any amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of the Amended and
Restated Articles of Incorporation of the Company or of any certificate
amendatory thereof or supplemental thereto (including any Certificate of
Designations or any similar document relating to any series of Preferred
Stock) that adversely affect the powers, preferences, privileges or rights of
this Series; provided, however, that the creation and issuance of any other class or
series of preferred stock, or any increase in the number of authorized
shares of any Preferred Stock of any other class or series, in each case
ranking on a parity with or junior to this Series with respect to the
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of the affairs of the Company shall not be deemed to
adversely affect such powers, preferences or other special rights.  (c)Unless the vote or consent of the holders of a
greater number of shares shall then be required by law, the approval of the
holders of at least two-thirds of all of the then-outstanding shares of this Series and
all other series of preferred stock ranking on a parity with shares of
this Series, either as to dividends or upon liquidation, given in person or by
proxy, either in writing, or by a vote at a meeting called for the purpose at
which the holders of shares of this Series and such other series of
Preferred Stock shall vote together as a single class without regard to
series, shall be necessary for authorizing, effecting or validating (i) the
creation, authorization or issuance of, (ii) the reclassification of any
authorized stock of the Company into, or (iii) the creation, authorization
or issuance of any obligation or security convertible into or evidencing the
right to purchase, any additional class or series of stock ranking
prior to this Series, either as to dividends or upon liquidation.  (d)(i) If at any
time dividends on this Series shall be in arrears in an amount equal to
six quarterly dividends thereon, the occurrence of such contingency shall mark
the beginning of a period (herein called a default period) which shall extend
until such time as all accrued and unpaid dividends for all previous dividend
periods and for the current dividend period on all shares of this Series then
outstanding shall have been


declared and paid or set apart for payment. During each default
period, the holders of shares of this Series and other shares of Preferred
Stock on which dividends are in arrears and as to which similar voting rights
have been conferred, voting as a class, irrespective of series, shall have the
right to elect two Directors to the Board of Directors of the Company.  (ii)  During any default period, such voting right of the holders
of this Series may be exercised by written consent, at a special
meeting called pursuant to Section 7(d)(iii) hereof or at any annual
meeting of stockholders. The absence of a quorum of the holders of Common Stock
at any such special or annual meeting shall not affect the exercise by the
holders of Preferred Stock of such voting right. At any meeting at which the
holders of Preferred Stock shall exercise such voting right initially during an
existing default period, they shall have the right, voting as a class, to elect
Directors to fill such vacancies, if any, in the Board of Directors as may then
exist up to two Directors or, if such right is exercised at an annual meeting,
to elect two Directors. If the number which may be so elected at any
special meeting does not amount to the required number, the holders of
Preferred Stock shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of the required
number. After the holders of the Preferred Stock shall have exercised their
right to elect Directors in any default period and during the continuance of
such period, the number of Directors shall not be increased or decreased except
by vote of the holders of Preferred Stock as herein provided. Any Director
elected by a vote of the holders of Preferred Stock may be removed from
office, with or without cause, only by the affirmative vote of the requisite
percentage of holders of Preferred Stock required to elect Directors as
specified in this Section 8(d).  (iii) Unless the holders of Preferred Stock, during an existing
default period, shall have previously exercised their right to elect Directors,
the Board of Directors may order, or any shareholder or shareholders
owning in the aggregate not less than ten percent (10%) of the total number of
shares of Preferred Stock outstanding, irrespective of series, on which
dividends are in arrears and as to which similar voting rights have been
conferred, may request, the calling of a special meeting of the holders of
Preferred Stock, which meeting shall thereupon be called by the Chairman, a
Vice Chairman or the Secretary of the Company. Notice of such meeting and of
any annual meeting at which holders of Preferred Stock are entitled to vote
pursuant to this Section 7(d)(iii) shall be given to each holder of
record of Preferred Stock entitled to vote thereat by mailing a copy of such
notice to him at his last address as the same appears on the books of the
Company on such record date, not more than 45 days prior to the date of such
notice, as the Board of Directors may fix for this purpose. Such meeting
shall be called for a time not earlier than 10 days and not


later than 60 days after such order or request or, in default of the
calling of such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any shareholder or shareholders
owning in the aggregate not less than 10% of the total number of shares of
Preferred Stock outstanding, irrespective of series, entitled to vote thereat.  (iv) In any default period the holders of Common Stock, and other
classes of stock of the Company if applicable, shall continue to be entitled to
elect the whole number of Directors constituting the Board of Directors until
the holders of Preferred Stock, voting as a class, shall have exercised their
right to elect two Directors, after the exercise of which right (A) the
Directors so elected by the holders of Preferred Stock shall continue in office
until their successors shall have been elected by such holders or until the
expiration of the default period, and (B) any vacancy on the Board of
Directors may (except as provided in Section 8(d)(ii) hereof) be
filled by vote of a majority of the remaining Directors theretofore elected by
the holders of the class of stock which elected the Director whose office
shall have become vacant. References in this Section 8(d) to
Directors elected by the holders of a particular class of stock shall
include Directors elected by such Directors to fill vacancies as provided in
clause (B) of the foregoing sentence.  (v) Immediately upon the expiration of a
default period, (A) the right of the holders of Preferred Stock as a class to
elect Directors shall cease, (B) the term of any Directors elected by the
holders of Preferred Stock as a class shall terminate, and (C) the
number of Directors shall be such number as may be provided for in the
Amended and Restated Articles of Incorporation or Bylaws of the Company or by
resolution of the Board of Directors, irrespective of any increase made
pursuant to the provisions of Section 8(d)(ii) hereof (such number
being subject, however, to change thereafter in any manner provided by law or
in the Amended and Restated Articles of Incorporation or Bylaws of the Company).
Any vacancies on the Board of Directors effected by the provisions of clauses (B) and
(C) in the preceding sentence may be filled by a majority of the
remaining Directors.  (e) Except as set forth herein or required by applicable law,
holders of shares of this Series shall have no voting rights and their
consent shall not be required for taking any corporate action.  THIRD:These amendments do not
provide for an exchange, reclassification or cancellation of any issued shares.  FOURTH:The foregoing amendments to the amended and
restated articles of incorporation were adopted by the Board of Directors of
Washington Mutual, Inc. on October 17, 2000. Shareholder action was
not required.


EXECUTED
  this 8th day of February, 2001.WASHINGTON
  MUTUAL, INC.By:
  /s/William L. LynchWilliam
  L. LynchIts:
  Secretary


ARTICLES OF AMENDMENT  TO THE  RESTATED ARTICLES OF
INCORPORATION  OF  WASHINGTON MUTUAL, INC.   Pursuant to the provisions of RCW 23B.10 of the Washington Business
Corporation Act, Washington Mutual, Inc., a Washington corporation (the Corporation)
hereby adopts the following articles of amendment to its restated articles of incorporation.  FIRST:The name of the
Corporation is Washington Mutual, Inc.  SECOND:The Corporation hereby
creates, from the 10,000,000 shares of preferred stock, no par value per share,
authorized pursuant to Article II of the restated articles of incorporation
of the Corporation, a series of preferred stock and hereby fixes the
designation, powers, preferences, limitations, and relative rights of the
shares of such series as follows:  Section 1.  Designation. Par Value and Amount. The
shares of such series shall be designated as Series RP Preferred
Stock (hereinafter referred to as Series RP Preferred Stock),
the shares of such series shall be with par value of $.01 per share, and
the number of shares constituting such series shall be 700,000; provided,
however, that, if more than a total of 700,000 shares of Series RP
Preferred Stock shall be issuable upon the exercise of Rights (the Rights)
issued pursuant to the Rights Agreement, dated as of December 20, 2000,
between the Corporation and Mellon Investor Services, L.L.C., as Rights Agent
(as amended from time to time, the Rights Agreement), the Board of
Directors of the Corporation shall direct by resolution or resolutions that a
certificate be properly executed, acknowledged and filed providing for the
total number of shares of Series RP Preferred Stock authorized to be
issued to be increased (to the extent that the Articles of Incorporation then
permits) to the largest number of whole shares (rounded up to the nearest whole
number) issuable upon exercise of the Rights.  Section 2.Dividends and Distributions.  2.1Subject to the
prior and superior rights of the holders of any shares of any series of
Preferred Stock ranking prior and superior to the shares of Series RP
Preferred Stock with respect to dividends, the holders of shares of Series RP
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of assets legally available for the purpose, quarterly
dividends payable in cash on the first business day of March, June, September and
December in each year (each such date being referred to herein as a Quarterly
Dividend Payment Date), commencing on the first Quarterly Dividend Payment
Date after the first issuance of a share or fraction of a share of Series RP
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $1.00 or (b) subject to the provision for  1


adjustment
set forth in Section 6.1, 1,000 times the aggregate per share amount of
all cash dividends, and 1,000 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock, par value $.01 per share, of the Corporation
(the Common Stock) or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series RP Preferred Stock.  2.2The Corporation shall
declare a dividend or distribution on the Series RP Preferred Stock as
provided in Section 2.1 above immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of
Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1.00 per share on the Series RP Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.  2.3Dividends shall begin to
accrue and be cumulative on outstanding shares of Series RP Preferred
Stock from the Quarterly Dividend Payment Date next preceding the date of issue
of such shares of Series RP Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series RP Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series RP Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix
a record date for the determination of holders of shares of Series RP
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 30 days prior to the
date fixed for the payment thereof.  Section 3. Voting Rights. The holders of shares of Series RP
Preferred Stock shall have the following voting rights:  3.1Except as provided in Section 3.3
and subject to the provision for adjustment hereinafter set forth, each share
of Series RP Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Corporation.  3.2Except as otherwise provided
herein or by law, the holders of shares of Series RP Preferred Stock and
the holders of shares of Common Stock shall vote together as one class on
all matters submitted to a vote of stockholders of the Corporation.  2


3.3The following
additional provisions shall apply with respect to the voting of shares of Series RP
Preferred Stock:  3.3.1If, on the date
used to determine stockholders of record for any meeting of stockholders for
the election of directors, a default in preference dividends (as defined in Section 3.3.5
below) on the Series RP Preferred Stock shall exist, the holders of the Series RP
Preferred Stock shall have the right, voting as a class as described in Section 3.3.2
below, to elect two directors (in addition to the directors elected by holders
of Common Stock of the Corporation). Such right may be exercised (a) at
any meeting of stockholders for the election of directors or (b) at a
meeting of the holders of shares of Voting Preferred Stock (as hereinafter
defined), called for the purpose in accordance with the Bylaws of the
Corporation, until all such cumulative dividends (referred to above) shall have
been paid in full or until non-cumulative dividends have been paid regularly
for at least one year.  3.3.2The right of
the holders of Series RP Preferred Stock to elect two directors, as
described above, shall be exercised as a class concurrently with the
rights of holders of any other series of Preferred Stock upon which voting
rights to elect such directors have been conferred and are then exercisable.
The Series RP Preferred Stock and any additional series of Preferred
Stock that the Corporation may issue and that may provide for the
right to vote with the foregoing series of Preferred Stock are
collectively referred to herein as Voting Preferred Stock.  3.3.3Each director
elected by the holders of shares of Voting Preferred Stock shall be referred to
herein as a Preferred Director. A Preferred Director shall continue to
serve as such for a term of one year, except that upon any termination of the
right of all holders of Voting Preferred Stock to vote as a class for
Preferred Directors, the term of office of Preferred Directors then serving
shall terminate. Any Preferred Director may be removed by, and shall not
be removed except by, the vote of the holders of record of a majority of the
outstanding shares of Voting Preferred Stock then entitled to vote for the
election of directors, present (in person or by proxy) and voting together as a
single class (a) at a meeting of the stockholders, or (b) at a
meeting of the holders of shares of such Voting Preferred Stock, called for the
purpose in accordance with the Bylaws of the Corporation.  3.3.4So long as a
default in any preference dividends of the Series RP Preferred Stock shall
exist or the holders of any other series of Voting Preferred Stock shall
be entitled to elect Preferred Directors, (a) any vacancy in the office of
a Preferred Director may be filled (except as provided in the following
clause (b)) by an instrument in writing signed by the remaining Preferred
Director and filed with the Corporation and (b) in the case of the removal
of any Preferred Director, the vacancy may be filled by the vote or
written consent of the holders of a majority of the outstanding shares of
Voting Preferred Stock then entitled to vote for the election of directors,
present (in person or by proxy) and voting together as a single class, at such
time as the removal shall be effected. Each director appointed as aforesaid by
the remaining Preferred Director shall be deemed, for all purposes hereof, to
be a Preferred Director. Whenever (x) no default in preference dividends
on the Series RP Preferred Stock shall exist and (y) the holders of
other series of Voting Preferred Stock shall no longer be entitled to
elect such  3


Preferred
Directors, then the number of directors constituting the Board of Directors of
the Corporation shall be reduced by two.  3.3.5For purposes
hereof, a default in preference dividends on the Series RP
Preferred Stock shall be deemed to have occurred whenever the amount of
cumulative and unpaid dividends on the Series RP Preferred Stock shall be
equivalent to six full quarterly dividends or more (whether or not
consecutive), and, having so occurred, such default shall be deemed to exist
thereafter until, but only until, all cumulative dividends on all shares of the
Series RP Preferred Stock then outstanding shall have been paid through
the last Quarterly Dividend Payment Date or until, but only until,
non-cumulative dividends have been paid regularly for at least one year.  3.4Except as set forth herein
(or as otherwise required by applicable law), holders of Series RP
Preferred Stock shall have no general or special voting rights and their
consent shall not be required for taking any corporate action.  Section 4.  Certain Restrictions.  4.1Whenever quarterly dividends
or other dividends or distributions payable on the Series RP Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared, on
shares of Series RP Preferred Stock outstanding shall have been paid in
full, the Corporation shall not:  4.1.1declare or pay
dividends, or make any other distributions, on any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series RP Preferred Stock;  4.1.2declare or pay
dividends, or make any other distributions, on any shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series RP Preferred Stock, except dividends paid ratably on the Series RP
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;  4.1.3redeem or purchase or
otherwise acquire for consideration (except as provided in Section 4.1.4
below) shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series RP Preferred Stock,
provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of any
stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series RP Preferred Stock;  4.1.4redeem or
purchase or otherwise acquire for consideration any shares of Series RP
Preferred Stock, or any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series RP
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors,  4


after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the respective series or
classes.  4.2The Corporation shall not
permit any subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the Corporation
could, under Section 4.1, purchase or otherwise acquire such shares at
such time and in such manner.  Section 5.   Reacquired Shares. Any shares of Series RP
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a
new series of Preferred Stock subject to the conditions and restrictions
on issuance set forth herein, in the Certificate of Incorporation, in any other
Certificate of Amendment creating a series of Preferred Stock or as
otherwise required by law.  Section 6.  Liquidation, Dissolution or Winding Up.  6.1Subject to the prior and
superior rights of holders of any shares of any series of Preferred Stock
ranking prior and superior to the shares of Series RP Preferred Stock with
respect to rights upon liquidation, dissolution or winding up (voluntary or
otherwise), no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series RP Preferred Stock unless, prior thereto, the
holders of shares of Series RP Preferred Stock shall have received per
share an amount equal to the greater of 1,000 times $200.00 or 1,000 times the
payment made per share of Common Stock, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the Series RP Liquidation Preference).
Following the payment of the full amount of the Series RP Liquidation
Preference, no additional distributions shall be made to the holders of shares
of Series RP Preferred Stock unless, prior thereto, the holders of shares
of Common Stock shall have received an amount per share (the Capital
Adjustment) equal to the quotient obtained by dividing (i) the Series RP
Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set
forth in Section 6.3to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii) being hereafter referred to as the Adjustment
Number). Following the payment of the full amount of the Series RP
Liquidation Preference and the Capital Adjustment in respect of all outstanding
shares of Series RP Preferred Stock and Common Stock, respectively,
holders of Series RP Preferred Stock and holders of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred
Stock and Common Stock, on a per share basis, respectively.  6.2In the event, however, that
there are not sufficient assets available to permit payment in full of the Series RP
Liquidation Preference and the liquidation preferences of all other series of
preferred stock, if any, which rank on a parity with the Series RP
Preferred  5


Stock,
then such remaining assets shall be distributed ratably to the holders of Series RP
Preferred Stock and the holders of such parity shares in proportion to their
respective liquidation preferences. In the event, however, that there are not
sufficient assets available to permit payment in full of the Capital
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Stock.  6.3In the event the Corporation
shall (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each such
case the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.  Section 7.  Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any
such case the shares of Series RP Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to the Adjustment
Number (as appropriately adjusted as set forth in Section 6.3 to reflect
such events as stock splits, stock dividends and recapitalizations with respect
to the Common Stock) times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or exchanged.  Section 8.  No Redemption. The shares of Series RP
Preferred Stock shall not be redeemable.  Section 9.  Ranking. The Series RP Preferred
Stock shall rank junior to all other series of the Corporations Preferred
Stock as to the payment of dividends and the distribution of assets, unless the
terms of any such other series shall provide otherwise.  Section 10.  Amendment. The Articles of Incorporation
of the Corporation shall not be further amended in any manner that would
materially alter or change the powers, preferences or special rights of the Series RP
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding shares of Series RP
Preferred Stock, voting separately as a class.  Section 11.  Fractional Shares. Series RP
Preferred Stock may be issued in fractions of a share which shall entitle
the holder, in proportion to such holders fractional shares, to exercise
voting rights, receive dividends, participate in distributions and have the
benefit of all other rights of holders of Series RP Preferred Stock.  THIRD:These Articles
of Amendment were duly adopted on December 19, 2000.  6


FOURTH:These Articles ofAmendmentwere duly adopted by the
Board of Directors, pursuant to the provisions of RCW 23B.06.020 at a meeting
of the Board on December 19, 2000. Shareholder approval is not required.   [Remainder of page intentionally left blank.]  7


Executed
  this 19th day of January, 2001.WASHINGTON
  MUTUAL, INC.By:
  /s/ William LynchWilliam LynchSecretary  8


AMENDED AND
RESTATED ARTICLES OF INCORPORATION  OF  WASHINGTON
MUTUAL, INC.  Pursuant to the provisions of RCW 23B.10.070 of the Washington Business
Corporation Act, Washington Mutual, Inc., a
Washington corporation, hereby restates its Articles of Incorporation as now
and heretofore amended:  ARTICLE I  Name  The name of this corporation is:  WASHINGTON MUTUAL, INC.  ARTICLE II  Capital Stock  A.Issuance of and Payment for
Stock. The total number of shares of capital stock which the Company has
authority to issue is 1,610,000,000 shares of which 1,600,000,000 shares shall
be shares of common stock with no par value per share and 10,000,000 shares
shall be shares of preferred stock with no par value per share. The shares may be
issued by the Company from time to time as approved by its Board of Directors
without the approval of the shareholders. The consideration for issuance of the
shares shall be paid in full before their issuance. Neither promissory notes
nor the promise of future services shall constitute payment or part payment
for the issuance of shares of the Company. The consideration for the shares
shall be cash, tangible or intangible property, labor or services actually
performed for the Company or any combination of the foregoing. In the absence
of actual fraud in the transaction, the value of such property, labor or
services, as determined by the Board of Directors of the Company, shall be
conclusive. Upon payment of such consideration, such shares shall be deemed to
be fully paid and non-assessable.  B.Voting by Class or
Series. Except as expressly provided in these Articles or in any resolutions
of the Board of Directors designating and establishing the terms of any series of
preferred stock, no holders of any class or series of capital stock
shall have any


right
to vote as a separate class or series or to vote more than one vote
per share. Notwithstanding the foregoing, the restriction on voting separately
by class or series shall not apply to the extent that applicable law
requires such voting, nor shall this restriction apply to any amendment to
these Articles which would adversely change the specific terms of any class or
series of capital stock as set forth in this Article II or in any
resolution of the Board of Directors designating and establishing the terms of
any series of preferred stock. For purposes of the preceding sentence, an
amendment which increases the number of authorized shares of any class or series of
capital stock, or substitutes the surviving institution in a merger or
consolidation for the Company, shall not be such an adverse change.  C.Common Stock. On matters on
which holders of common stock are entitled to vote, each holder of shares of
common stock shall be entitled to one vote for each share held by such holder.  Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock
having preference over the common stock as to the payment of dividends, the
full amount of dividends and of sinking fund or retirement fund or other
retirement payments, if any, to which such holders are respectively entitled in
preference to the common stock, then dividends may be paid on the common
stock and on any class or series of stock entitled to participate
therewith as to dividends, out of any assets legally available for the payment
of dividends; but only when and as declared by the Board of Directors.  In the event of any liquidation, dissolution or winding up of the
Company, after there shall have been paid to or set aside for the holders of
any class having preferences over the common stock in the event of
liquidation, dissolution or winding up of the full preferential amounts to
which they are respectively entitled, the holders of the common stock, and of
any class or series of stock entitled to participate therewith, in
whole or in part, as to distribution of assets, shall be entitled, after
payment or provision for payment of all debts and liabilities of the Company,
to receive pro rata the remaining assets of the Company available for
distribution, in cash or in kind.  Each share of common stock shall have the same relative rights as and
be identical in all respects with all the other shares of common stock.  D.Preferred Stock. The
authorized Preferred Stock shall be comprised of 10,000,000 shares no par value
per share. The Board of Directors of the Company is authorized by resolution or
resolutions from time to time adopted, to provide for the issuance of preferred
stock in one or more additional series by designating and establishing the
terms of such a series. With respect to any such series, the Board of Directors
is authorized to fix and state the voting powers, designations, preferences and  2


relative,
participating, optional or other special right of the shares of each such series and
the qualifications, limitations and restrictions thereon, including, but not
limited to, determination of any of the following:  (1)The distinctive serial
designation and the number of shares constituting such series;  (2)The dividend rates or the
amount of dividends to be paid on the shares of such series, whether dividends
shall be cumulative and, if so, from which date or dates, the payment date or
dates for dividends, and the participating or other special rights, if any,
with respect to dividends;  (3)The voting powers, full,
special or limited, if any, of shares of such series;  (4)Whether the shares of such series shall
be redeemable and, if so, the price or prices at which, and the terms and
conditions on which, such shares may be redeemed;  (5)The amount or amounts payable
upon the shares of such series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Company;  (6)Whether the shares of such series shall
be entitled to the benefit of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and if so entitled, the amount of such
fund and the manner of its application, including the price or prices at which
such shares may be redeemed or purchased through the application of such
fund;  (7)Whether the shares of such series shall
be convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class or
classes of stock of the Company and, if so convertible or exchangeable, the
conversion price or prices, or the rate of exchange, and the adjustments
thereof, if any, at which such conversion or exchange may be made, and any
other terms and conditions of such conversion or exchange; and  (8)Whether the shares of such series which
are redeemed or converted shall have the status of authorized but unissued
shares of serial preferred stock and whether such shares may be reissued
as shares of the same or any other series of serial Preferred Stock.  Each share of each series of preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares
of the same series.  3


While the foregoing authorizes the Board of Directors, in establishing
the terms of a series of Preferred Stock, to permit holders of that series of
Preferred Stock to elect separately one or more directors, in no event shall
the total number of directors separately elected by holders of one or more series of
Preferred Stock equal or exceed fifty percent (50%) of the total number of
authorized directors.  ARTICLE III  Preemptive Rights  The shareholders of the Company shall have no preemptive rights to
acquire additional shares of the Company.  ARTICLE IV  Board of Directors  The Company shall be managed by a Board of Directors. The number of
directors shall be stated in the Companys Bylaws, provided, however, that such
number shall be not less than five (5). There shall be three classes of elected
directors designated as Class 1, Class 2, and Class 3 directors.
Each class shall contain one-third of the total number of directors, as
near as may be. The terms of the Class 1 directors shall expire at
the first annual shareholders meeting after their election. The terms of the Class 2
directors shall expire at the second annual shareholders meeting after their
election. The terms of the Class 3 directors shall expire at the third
annual shareholders meeting after their election. At each annual shareholders
meeting held thereafter, directors shall be chosen for a term of three years to
succeed those whose terms expire. A vacancy on the Board of Directors may be
filled by the Board in accordance with the applicable provisions of the Companys
Bylaws. A director elected to fill a vacancy shall be elected for a term of
office continuing only until the next election of directors by shareholders.  4


ARTICLE V  Removal of Directors  Any director may be removed by the shareholders only with good
cause and in accordance with the applicable provisions of the Companys Bylaws.  ARTICLE VI  Cumulative Voting  The right to cumulate votes in the election of directors shall not
exist with respect to shares of stock of the Company.  ARTICLE VII  Bylaws  The Board of Directors has the power to adopt, amend or repeal the
Bylaws of the Company, subject to the concurrent power of the shareholders, by
at least two-thirds affirmative vote of the shares of the Company entitled to
vote thereon, to adopt, amend or repeal the Bylaws.  ARTICLE VIII  Shareholder Vote Required to
Approve Substantial Business Transaction  If pursuant to the Washington Business Corporations Act the Companys
shareholders are required to approve a plan of merger, share exchange, or other
disposition of all, or substantially all of the Companys property, otherwise
than in the usual and regular course of business (each of the foregoing, a Substantial
Business Transaction), then (a) if two-thirds of the directors vote to
recommend the Substantial Business Transaction to the shareholders, the
Substantial Business Transaction shall be approved by each voting group
entitled to vote thereon by a simple majority of all votes entitled to be cast
by that group; (b) in all other cases where a shareholder vote is required
by the Washington Business Corporation Act, such Act, as it may be
amended, shall control.  5


ARTICLE IX  Indemnification  The Company shall indemnify any individual made a party to a proceeding
because that individual is or was a director of the Company and shall advance
or reimburse the reasonable expenses incurred by such individual in advance of
final disposition of the proceeding, without regard to the limitations in RCW
23B.08.510 through 23B.08.550 of the Washington Business Corporation Act, or
any other limitation that may hereafter be enacted to the extent such
limitation may be disregarded if authorized by the articles of
incorporation, to the full extent and under all circumstances permitted by applicable
law.  ARTICLE X  Business Combinations  A.For the
purposes of this Article X:  (1)The terms Affiliate and Associate
shall have the meanings attached to them by Rule 12b-2 under the
Securities Exchange Act of 1934, as amended, or any similar successor rule.  (2)The term beneficial owner
and correlative terms shall have the meaning as set forth in Rule 13d-3
under the Securities Exchange Act of 1934, as amended, or any similar successor
rule. Without limitation and in addition to the foregoing, any shares of Voting
Stock of the Company which any Major Stockholder has the right to vote or to
acquire (i) pursuant to any agreement, (ii) by reason of tenders of
shares by shareholders of the Company in connection with or pursuant to a
tender offer made by such Major Stockholder (whether or not any tenders have
been accepted, but excluding tenders which have been rejected), or (iii) upon
the exercise of conversion rights, warrants, options or otherwise, shall be
deemed beneficially owned by such Major Stockholder.  (3)The term Business
Combination shall mean:  (a)any merger or consolidation
(whether in a single transaction or a series of related transactions,
including a series of separate transactions with a Major Stockholder, any
Affiliate or Associate thereof or any Person acting in concert therewith) of
the Company or any Subsidiary with or into a Major Stockholder or of a Major
Stockholder into the Company or a Subsidiary;  6


(b)any sale, lease, exchange,
transfer, distribution to stockholders or other disposition, including without
limitation, a mortgage, pledge or any other security device, to or with a Major
Stockholder by the Company or any of its Subsidiaries (in a single transaction
or a series of related transactions) of all, substantially all or any
Substantial Part of the assets of the Company or a Subsidiary (including,
without limitation, any securities of a Subsidiary);  (c)the purchase, exchange,
lease or other acquisition by the Company or any of its Subsidiaries (in a
single transaction or a series of related transactions) of all,
substantially all or any Substantial Part of the assets or business of a
Major Stockholder;  (d)the issuance of any
securities, or of any rights, warrants or options to acquire any securities, of
the Company or a Subsidiary to a Major Stockholder or the acquisition by the
Company or a Subsidiary of any securities, or of any rights, warrants or
options to acquire any securities, of a Major Stockholder;  (e)any reclassification of
Voting Stock, recapitalization or other transaction (other than a redemption in
accordance with the terms of the security redeemed) which has the effect,
directly or indirectly, of increasing the proportionate amount of Voting Stock
of the Company or any Subsidiary which is beneficially owned by a Major
Stockholder, or any partial or complete liquidation, spin off, split off or
split up of the Company or any Subsidiary; provided, however, that this Section A(3)(e) shall
not relate to any transaction of the types specified herein that has been
approved by a majority of the Continuing Directors; and  (f)any agreement, contract or
other arrangement providing for any of the transactions described herein.  (4)The term Continuing Director
shall mean (i) a person who was a member of the Board of Directors of the
Company immediately prior to the time that any then-existing Major Stockholder
became a Major Stockholder, or (ii) a person designated (before initially
becoming a director) as a Continuing Director by a majority of the then
Continuing Directors. All references to a vote of the Continuing Directors
shall mean a vote of the total number of Continuing Directors.  (5)The term Major Stockholder
shall mean any Person which, together with its Affiliates and Associates and
any Person acting in concert therewith, is the beneficial owner of five percent
(5%) or more of the votes held by the holders of the outstanding shares of the
Voting Stock of the Company, and any Affiliate or Associate of a Major
Stockholder, including a Person acting in concert therewith. The term Major
Stockholder shall not include a Subsidiary.  7


(6)The term other
consideration to be received shall include, without limitation, Voting Stock
retained by the Companys existing shareholders in the event of a Business
Combination which is a merger or consolidation in which the Company is the
surviving corporation.  (7)The term Person shall mean
any individual, corporation, partnership or other person, group or entity
(other than the Company, any Subsidiary or a trustee holding stock for the
benefit of employees of the Company or its Subsidiaries, or any one of them,
pursuant to one or more employee benefit plans or arrangements). When two or
more persons act as a partnership, limited partnership, syndicate, association
or other group for the purpose of acquiring, holding or disposing of shares of
stock, such partnerships, syndicate, association or group will be deemed a Person.  (8)The term Subsidiary shall
mean any business entity fifty percent (50%) or more of which is beneficially
owned by the Company.  (9)The term Substantial Part,
as used in reference to the assets of the Company or any Subsidiary or of any
Major Stockholder means assets having a value of more than five percent (5%) of
the total consolidated assets of the Company and its Subsidiaries as of the end
of the Companys most recent fiscal year ending prior to the time the
determination is made.  (10)The term Voting Stock shall mean the stock or
other securities entitled to vote upon any action to be taken in connection
with any Business Combination or entitled to vote generally in the election of
directors, including stock or other securities convertible into Voting Stock.  B.Notwithstanding any other
provisions of these Articles of Incorporation and except as set forth in Section C
of this Article X, neither the Company nor any Subsidiary shall be a party
to a Business Combination unless:  (1)The Business Combination was
approved by the Board of Directors of the Company prior to the Major
Stockholder involved in the Business Combination becoming such; or  (2)The Major Stockholder
involved in the Business Combination sought and obtained the unanimous prior
approval of the Board of Directors to become a Major Stockholder and the
Business Combination was approved by a majority of the Continuing Directors; or  (3)The Business Combination was
approved by at least eighty percent (80%) of the Continuing Directors of the
Company; or  8


(4)The Business Combination was
approved by at least ninety-five percent (95%) of the outstanding Voting Stock
beneficially owned by shareholders other than any Major Stockholder.  C.The approval
requirements of Section B shall not apply if:  (1)The Business Combination is
approved by at least the majority vote of the shares of the Voting Stock and
the majority vote of the shares of the Voting Stock beneficially owned by
shareholders other than any Major Stockholder; and  (2)All of the following
conditions are satisfied:  (a)The aggregate of the cash
and the fair market value of other consideration to be received per share (as
adjusted for stock splits, stock dividends, reclassification of shares into a
lesser number and similar events) by holders of the common stock of the Company
in the Business Combination is not less than the higher of (i) the highest
per share price (including brokerage commissions, soliciting dealers fees,
dealer-management compensation, and other expenses, including, but not limited
to, costs of newspaper advertisements, printing expenses and attorneys fees)
paid by the Major Stockholder in acquiring any of the Companys common stock;
or (ii) an amount which bears the same or a greater percentage
relationship to the market price of the Companys common stock immediately
prior to the announcement of such Business Combination as the highest per share
price determined in (i) above bears to the market price of the Companys
common stock immediately prior to the commencement of acquisition of the
Companys common stock by such Major Stockholder, but in no event in excess of
two times the highest per share price determined in (i) above; and  (b)The consideration to be
received in such Business Combination by holders of the common stock of the
Company shall be, except to the extent that a stockholder agrees otherwise as
to all or a part of his or her shares, in the same form and of the
same kind as paid by the Major Stockholder in acquiring his Voting Stock.  (c)After becoming a Major
Stockholder and prior to the consummation of such Business Combination, (i) such
Major Stockholder shall not have acquired any newly issued shares of capital
stock, directly or indirectly, from the Company or a Subsidiary (except upon
conversion of convertible securities acquired by it prior to becoming a Major
Stockholder or upon compliance with the provisions of this Article X or as
a result of a pro rata stock dividend or stock split), and (ii) such Major
Stockholder shall not have received the benefit, directly or indirectly (except
proportionately as a shareholder), of any loans, advances, guarantees, pledges
or other  9


financial
assistance or tax credits provided by the Company or a Subsidiary, or made any
major changes in the Companys business or equity capital structure; and  (d)A proxy statement responsive
to the requirements of the Securities Exchange Act of 1934, whether or not the
Company is then subject to such requirements, shall be mailed to all
shareholders of the Company for the purpose of soliciting shareholder approval
of such Business Combination and shall contain on the front thereof, in a
prominent place, (i) any recommendations as to the advisability (or
inadvisability) of the Business Combination which the Continuing Directors may choose
to state, and (ii) the opinion of a reputable national investment banking
firm as to the fairness (or lack thereof) of the terms of such Business
Combination, from the point of view of the remaining shareholders of the
Company. Such investment banking firm shall be engaged solely on behalf of the
remaining shareholders, be paid a reasonable fee for their services by the
Company upon receipt of such opinion, and be one of the so-called major bracket
investment banking firms which has not previously been associated with such
Major Stockholder and to be selected by a majority of the Continuing Directors.  D.During the time
a Major Stockholder exists, a resolution to voluntarily dissolve the Company
shall be adopted only upon: (1) the consent of all of the Companys
shareholders; or (2) the affirmative vote of at least two-thirds of the
total number of directors, the affirmative vote of the holders of at least
two-thirds of the shares of the Company entitled to vote thereon, and the
affirmative vote of the holders of at least two-thirds of the shares of each class of
shares entitled to vote thereon as a class, if any.  E.As to any
particular transaction, the Continuing Directors shall have the power and duty
to determine, on the basis of information known to them:  (1)The amount of Voting Stock
beneficially held by any Person;  (2)Whether a Person is an
Affiliate or an Associate of another;  (3)Whether a Person is acting
in concert with another;  (4)Whether the assets subject
to any Business Combination constitute a Substantial Part;  (5)Whether a proposed
transaction is subject to the provisions of this Article; and  (6)Such other matters with
respect to which a determination is required under this Article.  10


Any such determination shall be conclusive and binding for all purposes
of this Article.  The affirmative vote required by this Article is in addition to
the vote of the holders of any class or series of stock of the
Company otherwise required by law, these Articles of Incorporation, any
resolution which has been adopted by the Board of Directors providing for the
issuance of a class or series of stock or any agreement between the
Company and any national securities exchange.  ARTICLE XI  Amendment  The Company may amend these Articles of Incorporation if approved
by each voting group entitled to vote thereon by a simple majority of all the
votes entitled to be cast by that voting group at any regular meeting or
special meeting duly called for that purpose in the manner prescribed by its
Bylaws, provided, however, that Article X may not be repealed or
amended in any respect unless such action is approved by at least a ninety-five
percent (95%) vote of the outstanding Voting Stock beneficially owned by
shareholders other than any Major Stockholder, and provided further, that the
board of Directors may, without shareholder approval, amend these Articles (i) to
the extent permitted under the Washington Business Corporation Act or (ii) as
necessary to designate the preferences, limitations, and relative rights of a class or
series of shares of the Company prior to issuance of any shares in that class or
series.  ARTICLE XII  Limitation of Liability  A director of the Company shall not be personally
liable to the Company or its shareholders for monetary damages for conduct as a
director (Protected Conduct). However, Protected Conduct shall exclude (i) acts
or omissions which involve intentional misconduct by the director or a knowing
violation of law by the director, (ii) any conduct violating Section 23B.08.310
of the Revised Code of Washington, and (iii), any transaction from which the
director will personally receive a benefit in money, property or services to
which the director is not legally entitled. If Washington law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Company shall
be eliminated or limited to the fullest extent permitted by Washington law, as
so amended. Any repeal or modification of this Article XII by the
shareholders of the Company shall not adversely  11


affect
any right or protection of a director of the Company existing at the time of
such repeal or modification.  ARTICLE XIII  The street address of the registered office of the Company is:  1201
  Third Avenue15th
  FloorSeattle,
  Washington 98101  and
the name of the registered agent at that address is:  Marc
  R. Kittner  ARTICLE XIV  Special Meetings of Shareholders  Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the board of
directors or by any other person or persons authorized to do so in the Companys
Bylaws. Notwithstanding RCW 23B.07.020(1) (b) or any other provision
in these Articles or the Companys Bylaws, a special meeting of the
shareholders may be called by the shareholders only if the holders of at
least twenty-five percent of all the votes to be cast on any issue proposed to
be considered at the proposed special meeting sign, date and deliver to the
Companys secretary one or more written demands for the meeting describing the
purpose or purposes for which it is to be held.  DATED at Seattle, Washington, on the 28th day of October,
1999.   WASHINGTON
  MUTUAL, INC.By:
  /s/Kerry K. KillingerKerry
  K. KillingerPresident,
  Chairman and Chief Executive Officer  12


ARTICLES
OF AMENDMENT  OF  WASHINGTON MUTUAL, INC.  (7.75% Series R Non-Cumulative Perpetual Convertible
Preferred Stock)  Pursuant
to the provisions of Chapter 23B.10 and Section 23B.06.020 ofthe Revised Code of
Washington, the undersigned officer of Washington Mutual, Inc. (the Company), a corporation organized and existing under the laws of theState of Washington,
does hereby submit for filing these Articles of Amendmentto its Amended and Restated Articles of
Incorporation:  FIRST: The name of the Company
is Washington Mutual, Inc.  SECOND:
3,000,000 shares of the authorized Preferred Stock of the Company are hereby
designated 7.75% Series R Non-Cumulative PerpetualConvertible Preferred Stock.  The
preferences, limitations, voting powers and relative rights of theSeries R
Non-Cumulative Perpetual Convertible Preferred Stock are as follows:  DESIGNATION  Section 1.
Designation.There is hereby created out of the authorized and
unissued shares of preferred stock of the Company a series of preferred stockdesignated as the 7.75%
Series R Non-Cumulative Perpetual Convertible Preferred Stock (the Series R Preferred Stock).The
number of sharesconstituting such series shall be 3,000,000. The Series R Preferred
Stock shall have no par value per share and the liquidation preference of the Series RPreferred Stock shall be $1,000
per share.  Section 2.
Ranking.The Series R Preferred Stock will, with respect todividend rights and
rights on liquidation, winding-up and dissolution, rank (i) on aparity with the Series I
Preferred Stock, Series J Preferred Stock, Series KPreferred Stock, Series L
Preferred Stock, Series M Preferred Stock and Series NPreferred Stock and with
each other class or series of preferred stock establishedafter the Effective Date
by the Company the terms of which expressly providethat such class or
series will rank on a parity with the Series R Preferred Stock as to
dividend rights and rights on liquidation, winding-up and dissolution of theCompany (collectively
referred to as Parity Securities) and (ii) senior to the Companys
common stock (the Common Stock), the Companys Series RPPreferred Stock and each
other class or series of capital stock outstanding orestablished after the
Effective Date by the Company the terms of which do notexpressly provide that
it ranks on a parity with or senior to the Series R Preferred


Stock as to dividend rights and rights on
liquidation, winding-up and dissolutionof the Company (collectively referred to as Junior Securities).The Company has the
right to authorize and/or issue additional shares or class or series of Junior
Securities or Parity Securities without the consent of the Holders.  Section 3.
Definitions.Unless the context or use indicates another meaning or
intent, the following terms shall have the following meanings,whether used in the singular or the plural:  (a)Agent Members has the
meaning set forth in Section 20(c).  (b)Articles of Amendment
means the Articles of Amendment ofWashington
Mutual, Inc. dated December 17, 2007.  (c)Articles of Incorporation means the Amended and
Restated Articles of Incorporation of the Company, as amended.  (d)Applicable Conversion
Price at any given time means the priceequal to $1,000 divided by the Applicable
Conversion Rate in effect at such time.  (e)Applicable Conversion
Rate means the Conversion Rate in effectat any given time.  (f)Base Price has the
meaning set forth in Section 12.  (g)Board of Directors
means the board of directors of the Companyor any committee thereof duly authorized to act on
behalf of such board ofdirectors.  (h)         Business Day means any day other than a
Saturday, Sunday or any other day on which banks in New York City, New York, or
Seattle, Washington are generally required or authorized by law to be closed.  (i)          Closing Price of the Common Stock on any
date of determinationmeans the closing sale price or, if no closing sale price
is reported, the last reported sale price of the shares of the Common Stock on
the New York Stock Exchange on such date. If the Common Stock is not traded on
the New YorkStock
Exchange on any date of determination, the Closing Price of the CommonStock on such date of
determination means the closing sale price as reported in the composite
transactions for the principal U.S. national or regional securitiesexchange on which the
Common Stock is so listed or quoted, or, if no closing saleprice is reported, the
last reported sale price on the principal U.S. national or regional securities
exchange on which the Common Stock is so listed or quoted, or if the Common
Stock is not so listed or quoted on a U.S. national or regional securities
exchange, the last quoted bid price for the Common Stock in the over-the-counter market as
reported by Pink Sheets LLC or similar organization, or, if that bid price is
not available, the market price of the Common Stock on that date  2


as determined by a nationally recognized
independent investment banking firmretained by the Company for this purpose.  For purposes of these Articles
of Amendment, all references herein to the Closing Price and last reported
sale price of the Common Stock on the New York Stock Exchange shall be such
closing sale price and last reported sale price as reflected on the website of
the New York Stock Exchange (http://www.nyse.com) and as reported by Bloomberg
Professional Service; providedthat
in the event that there is a discrepancy between the closing saleprice or last reported
sale price as reflected on the website of the New York StockExchange and as reported
by Bloomberg Professional Service, the closing saleprice and last reported
sale price on the website of the New York Stock Exchangeshall govern.  (j)      Common Stock has the meaning set forth
in Section 2.  (k)      Company means Washington Mutual, Inc.,
a Washingtoncorporation.  (1)      Conversion Agent shall mean the Transfer
Agent acting in its capacity as conversion agent for the Series R
Preferred Stock, and its successorsand assigns.  (m)      Conversion Date has the meaning set
forth in Section 9(e)(i).  (n)      Conversion Price at any time means, for
each share of Series RPreferred Stock, a dollar amount equal to $1,000 divided
by the Conversion Rate(initially
approximately $21.25).  (o)     Conversion Rate means for each share of Series R
Preferred Stock, 47.0535 shares of Common Stock, subject to adjustment as set
forth herein.  (p)     Current Market Price means, on any date,
the average of the daily Closing Price per share of the Common Stock or other
securities on each of thefive consecutive Trading Days preceding the earlier of
the day before the date inquestion and the day before the Ex-Date with respect to
the issuance or distribution giving rise to an adjustment to the Conversion
Rate pursuant toSection 13.  (q)      Depositary means DTC or its nominee or
any successor depositaryappointed
by the Company.  (r)      Dividend Payment Date has the meaning
set forth in Section 4(b).  (s)      Dividend Period has the meaning set
forth in Section 4(b).  (t)     Dividend Threshold Amount has the meaning
set forth in Section13(a)(v).  3


(u)     DTC means The Depository Trust Company.  (v)     Effective Date means the date on which
shares of the Series RPreferred
Stock are first issued.  (w)     Exchange Act means the Securities
Exchange Act of 1934, asamended.  (x)      Exchange Property has the meaning set
forth in Section 14(a).  (y)      Ex-Date, when used with respect to any
issuance or distribution,means the first date on which the Common Stock or other
securities trade without the right to receive the issuance or distribution
giving rise to an adjustment to theConversion Rate pursuant to Section 13.  (z)     Fundamental Change means the occurrence,
prior to anyConversion
Date, of one of the following:  (i)      a person or group within the meaning
of Section 13(d)of the Exchange Act files a Schedule TO or any schedule,
form or reportunder the Exchange Act disclosing that such person or group has become
the direct or indirect ultimate beneficial owner, as defined in Rule 13d-3
under the Exchange Act, of common equity of the Company representing more than
50% of the voting power of the outstanding Common Stock;  (ii)      consummation of any consolidation or
merger of the Company or similar transaction or any sale, lease or other
transfer in one transaction or a series of transactions of all or substantially
all of theconsolidated assets of the Company and its subsidiaries, taken as a
whole,to
any Person other than one of the Companys subsidiaries, in each case pursuant
to which the Common Stock will be converted into cash, securities or other
property, other than pursuant to a transaction in whichthe Persons that beneficially
owned (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, voting
shares of the Company immediately prior to such transaction beneficially own,
directly orindirectly,
voting shares representing a majority of the total voting powerof all outstanding
classes of voting shares of the continuing or survivingPerson immediately after the transaction; or  (iii)      the Common Stock ceases to be listed on a
U.S. national securities exchange or another over-the-counter market in the
UnitedStates (other than as a result of a transaction described in clause (ii) above);  provided,
however,that a Fundamental Change with respect to clauses (i) and (ii) above
will not be deemed to have occurred if at least 90% of the consideration
received by holders of the Common Stock in the transaction or transactionsconsists of shares of
common stock or American Depositary Receipts in respect of  4


common stock that are traded on
a U.S. national securities exchange or that willbe so traded when
issued or exchanged in connection with a Fundamental Change.  (aa)      Global Preferred Stock has the meaning
set forth in Section 20(a).  (bb)      Holder means the Person in whose name
the shares of the Series RPreferred Stock are registered, which may be
treated by the Company, TransferAgent, Registrar, paying agent and Conversion Agent as
the absolute owner of the shares of Series R Preferred Stock for the
purpose of making payment and settlingthe related conversions and for all other purposes.  (cc)      Junior Securities has the meaning set
forth in Section 2.  (dd)     Liquidation Preference means, as to the Series R
Preferred Stock,$1,000
per share.  (ee)      Make-Whole Acquisition means the
occurrence, prior to anyConversion
Date, of one of the following:  (i)      a person or group within the meaning
of Section 13(d)of the Exchange Act files a Schedule TO or any schedule,
form or report under the Exchange Act disclosing that such person or group has
becomethe
direct or indirect ultimate beneficial owner, as defined in Rule 13d-3
under the Exchange Act, of common equity of the Company representing more than
50% of the voting power of the outstanding Common Stock; or  (ii)      consummation of any consolidation or
merger of the Company or similar transaction or any sale, lease or other
transfer in one transaction or a series of transactions of all or substantially
all of theconsolidated assets of the Company and its subsidiaries, taken as a
whole,to
any Person other than one of the Companys subsidiaries, in each case pursuant
to which the Common Stock will be converted into cash,securities or other property;  provided, however,that a Make-Whole
Acquisition will not be deemed to haveoccurred if at least 90% of the consideration
received by holders of the CommonStock in the transaction or transactions consists of
shares of common stock or American Depositary Receipts in respect of common
stock that are traded on a U.S. national securities exchange or that will be so
traded when issued orexchanged
in connection with a Make-Whole Acquisition.  (ff)      Make-Whole Acquisition Conversion has
the meaning set forth inSection 11(a).  (gg)     Make-Whole Acquisition Conversion Period
has the meaning setforth
in Section 11(a).  5


(hh)    Make-Whole
Acquisition Effective Date has the meaning set forthin Section 11(a).  (ii)      Make-Whole Acquisition Stock Price means
the considerationpaid per share of Common Stock in a Make-Whole
Acquisition. If suchconsideration consists only of cash, the Make-Whole Acquisition Stock
Priceshall
equal the amount of cash paid per share of Common Stock. If such consideration
consists of any property other than cash, the Make-WholeAcquisition Stock Price
shall be the average of the Closing Price per share ofCommon Stock on each of
the 10 consecutive Trading Days up to, but notincluding, the Make-Whole Acquisition Effective Date.  (jj)      Make-Whole Shares has the meaning set
forth in Section 11(b).  (kk)    Mandatory
Conversion Date has the meaning set forth in Section10(c).  (11)     Notice
of Mandatory Conversion has the meaning set forth inSection 10(c).  (mm)   Officer
means the Chief Executive Officer, the Chief OperatingOfficer, any Senior
Vice President, the Chief Financial Officer, the Treasurer, anyAssistant Treasurer, the
Secretary or any Assistant Secretary of the Company.  (nn)     Officers
Certificate means a certificate of the Company, signedby any duly authorized Officer of the
Company.  (oo)     Parity Securities has the meaning set
forth in Section 2.  (pp)      Person
means a legal person, including any individual,corporation, estate,
partnership, joint venture, association, joint-stock company,limited liability company or trust.  (qq)     Record Date has the meaning set forth in
Section 4(b).  (rr)      Reference Price means the price paid per
share of Common Stockin a Fundamental Change. If the holders of shares of
Common Stock receive onlycash in the Fundamental Change, the Reference Price shall
be the cash amountpaid per share. Otherwise the Reference Price shall be the average of
the ClosingPrice
per share of Common Stock on each of the 10 Trading Days up to, but notincluding, the effective date of the
Fundamental Change.  (ss)     Registrar
shall mean the Transfer Agent acting in its capacity asregistrar for the Series R
Preferred Stock, and its successors and assigns.  (tt)      Reorganization Event has the meaning set
forth in Section 14(a).  6


(uu)     Series I Preferred Stock means the
shares of the Companys SeriesI Perpetual Non-cumulative Fixed-to-Floating Rate
Preferred Stock reserved forissuance.  (w)     Series J Preferred Stock means the
shares of the CompanysSeries J Perpetual Non-cumulative Fixed Rate
Preferred Stock reserved forissuance.  (ww)   Series K
Preferred Stock means the shares of the CompanysSeries K Perpetual
Non-Cumulative Floating Rate Preferred Stock, no par valueand liquidation preference $1,000,000 per
share.  (xx)     Series L
Preferred Stock means the shares of the Companys Series L Perpetual
Non-cumulative Fixed-to-Floating Rate Preferred Stockreserved for issuance.  (yy)     Series M
Preferred Stock means the shares of the Companys Series M Perpetual
Non-cumulative Fixed-to-Floating Rate Preferred Stockreserved for issuance.  (zz)      Series N Preferred Stock means the
shares of the Companys Series N Perpetual Non-cumulative
Fixed-to-Floating Rate Preferred Stockreserved for issuance.  (aaa)     Series R
Preferred Stock has the meaning set forth in Section 1.  (bbb)     Series RP
Preferred Stock means the shares of the CompanysSeries RP Stock,
par value of $.01 per share, reserved for issuance pursuant to theRights Agreement, dated
as of December 20, 2000, between the Company andMellon Investor Services LLC.  (ccc)      Trading
Day means a day on which the shares of Common Stock:  (i)    are not suspended from trading on any
national or regionalsecurities exchange or association or over-the-counter
market at the closeof business;
and  (ii)      have traded at least once on the national
or regionalsecurities exchange or association or over-the-counter market that is
theprimary
market for the trading of the Common Stock.  (ddd)     Transfer Agent means Mellon Investor
Services LLC acting asTransfer Agent, Registrar, paying agent and Conversion
Agent for the Series RPreferred
Stock, and its successors and assigns.  (eee)     Voting
Parity Securities has the meaning set forth in Section 15(b).  7


Section 4. Dividends.(a) From and after
the Effective Date, Holdersshall be entitled to receive, when, as and if declared
by the Board of Directors, outof the funds legally available therefor, non-cumulative
cash dividends in the amount determined as set forth in Section 4(c), and
no more.  (b)Subject to Section 4(a),
dividends shall be payable quarterly inarrears on March 15, June 15, September 15
and December 15 of each year (each, a Dividend
Payment Date)commencing on March 15, 2008 or, if any such day
is not a Business Day, the next Business Day. Each dividend will be payable to
Holders of record as they appear in the records of the Company on the first day
of the month in which the relevant Dividend Payment Date occurs or, if such
date is not a Business Day, the first Business Day of such month (each, a Record Date).Each period from and
including a Dividend Payment Date (or the date ofthe issuance of the Series R
Preferred Stock) to but excluding the followingDividend Payment Date is herein referred to as a Dividend Period.  (c)Dividends, if, when and
as declared by the Board of Directors, willbe, for each outstanding share of Series R
Preferred Stock, at an annual rate on the$1,000 per share liquidation preference of 7.75%.
Dividends payable for a Dividend Period will be computed on the basis of a
360-day year of twelve 30-day months and, for any Dividend Period greater or
less than a full Dividend Period, will be computed on the basis of the actual
number of days elapsed in theperiod divided by 360. No interest or sum of money in
lieu of interest will be paidon any dividend payment on a Series R Preferred
Stock paid later than thescheduled
Dividend Payment Date.  (d)Dividends on the Series R
Preferred Stock are non-cumulative. If the Board of Directors does not declare
a dividend on the Series R Preferred Stock ordeclares less than a
full dividend in respect of any Dividend Period, the Holders will have no right
to receive any dividend or a full dividend, as the case may be, for the
Dividend Period, and the Company will have no obligation to pay a dividend or
to pay full dividends for that Dividend Period, whether or notdividends are declared
and paid for any future Dividend Period with respect to theSeries R Preferred
Stock or the Common Stock or any other class or series of theCompanys preferred stock.  (e)If full quarterly
dividends on all outstanding shares of the Series R Preferred Stock for
any Dividend Period have not been declared and paid, the Company shall not
declare or pay dividends with respect to, or redeem, purchase or acquire any
of, its Junior Securities during the next succeeding Dividend Period, other
than (i) redemptions, purchases or other acquisitions of Junior Securities
in connection with any benefit plan or other similar arrangement withor for the benefit of
any one or more employees, officers, directors or consultants or in connection
with a dividend reinvestment or shareholder stock purchase plan, (ii) any
declaration of a dividend in connection with any shareholders rights plan,including with respect
to the Companys Series RP Preferred Stock or any successor shareholders
rights plan, or the issuance of rights, stock or other  8


property under any shareholders rights plan,
including with respect to theCompanys Series RP Preferred Stock or any
successor shareholders rights plan, or the redemption or repurchase of rights
pursuant thereto and (iii) conversions into or exchanges for other Junior
Securities and cash solely in lieu of fractional shares of the Junior
Securities. If dividends for any Dividend Payment Date are not paid in full on
the shares of the Series R Preferred Stock and there are issuedand outstanding shares
of Parity Securities with the same Dividend Payment Date,then all dividends
declared on shares of the Series R Preferred Stock and such Parity
Securities on such date shall be declared pro rata so that the respectiveamounts of such
dividends shall bear the same ratio to each other as full quarterlydividends per share on
the shares of the Series R Preferred Stock and all such Parity Securities
otherwise payable on such Dividend Payment Date (subject totheir having been
declared by the Board of Directors out of legally available fundsand including, in the
case of any such Parity Securities that bear cumulative dividends, all accrued
but unpaid dividends) bear to each other.  (f)Payments of cash for
dividends will be delivered to the Holder or, inthe case of global certificates, through a
book-entry transfer through DTC or anysuccessor Depositary.  (g)If a Conversion Date on
which a Holder elects to convert Series R Preferred Stock is prior to the
Record Date for any declared dividend for the Dividend Period, such Holder will
not have the right to receive any declareddividends for that Dividend Period. If a
Conversion Date on which a Holder elects to convert Series R Preferred
Stock or the Mandatory Conversion Date is after theRecord Date for any
declared dividend and prior to the Dividend Payment Date,such Holder shall
receive that dividend on the relevant Dividend Payment Date if such Holder was
the Holder of record on the Record Date for that dividend.Notwithstanding the
preceding sentence, whether or not such Holder was the Holder of record on the
Record Date, the Holder must pay to the Conversion Agent upon conversion of the
shares of Series R Preferred Stock an amount incash equal to the full
dividend actually paid on the Dividend Payment Date for thethen-current Dividend
Period on the shares being converted, unless the shares of Series R
Preferred Stock are converted pursuant to Section 10, Section 11 orSection 12 hereof.  Section 5.
Liquidation.(a) In the event the Company voluntarily orinvoluntarily
liquidates, dissolves or winds up, the Holders at the time shall beentitled to receive
liquidating distributions in the amount of $1,000 per share ofSeries R Preferred
Stock, plus an amount equal to any declared but unpaid dividends thereon to and
including the date of such liquidation, out of assets legally available for
distribution to the Companys shareholders, before any distribution of assets
is made to the holders of the Common Stock or any other Junior Securities.
After payment of the full amount of such liquidating distributions, the Holders
will not be entitled to any further participation in anydistribution of assets
by, and shall have no right or claim to any remaining assetsof, the Company.  9


(b)In the event the assets of the Company available for distribution to
shareholders upon any liquidation, dissolution or winding-up of the affairs of
the Company, whether voluntary or involuntary, shall be insufficient to pay in
full the amounts payable with respect to all outstanding shares of the Series R
Preferred Stock and the corresponding amounts payable on any Parity Securities,
Holders and the holders of such Parity Securities shall share ratably in any
distribution of assets of the Company in proportion to the full respective liquidating
distributions to which they would otherwise be respectively entitled.  (c)The Companys consolidation or merger with or into any other entity,
the consolidation or merger of any other entity with or into the Company, or
the sale of all or substantially all of the Companys property or business will
not constitute its liquidation, dissolution or winding up.  Section 6. Maturity.The Series R Preferred Stock shall be
perpetual unless converted in accordance with these Articles of Amendment.  Section 7. Redemptions.The Series R Preferred Stock shall not
be redeemable either at the Companys option or at the option of Holders at any
time.  Section 8. Right to Convert.Each Holder shall have the right, at such
Holders option, to convert all or any portion of such Holders Series R
Preferred Stock into shares of Common Stock at the Applicable Conversion Rate
per share of Series R Preferred Stock (subject to the conversion
procedures of Section 9 hereof) plus cash in lieu of fractional shares.  Section 9.  Conversion Procedures.  (a)Effective immediately prior to the close of business on the Mandatory
Conversion Date or any applicable Conversion Date, dividends shall no longer be
declared on any such converted shares of Series R Preferred Stock and such
shares of Series R Preferred Stock shall cease to be outstanding, in each
case, subject to the right of Holders to receive any declared and unpaid
dividends on such shares and any other payments to which they are otherwise
entitled pursuant to Section 8, Section 10, Section 11, Section 12,
Section 14 or Section 16 hereof, as applicable.  (b)No allowance or adjustment, except pursuant to Section 13, shall
be made in respect of dividends payable to holders of the Common Stock of
record as of any date prior to the close of business on the Mandatory
Conversion Date or any applicable Conversion Date. Prior to the close of
business on the Mandatory Conversion Date or any applicable Conversion Date,
shares of Common Stock issuable upon conversion of, or other securities
issuable upon conversion of, any shares of Series R Preferred Stock shall
not be deemed outstanding for any purpose, and Holders shall have no rights
with respect to the Common Stock or other securities issuable upon conversion
(including voting rights, rights to respond to tender offers for the Common
Stock or other securities issuable upon  10


conversion and rights to receive any dividends or
other distributions on theCommon Stock or other securities issuable upon
conversion) by virtue of holdingshares
of Series R Preferred Stock.  (c)Shares of Series R Preferred Stock duly
converted in accordancewith these Articles of Amendment, or otherwise
reacquired by the Company, willresume the status of authorized and unissued preferred
stock, undesignated as to series and available for future issuance. The Company
may from time-to-timetake such appropriate action as may be necessary to reduce the
authorized numberof shares of Series R
Preferred Stock.  (d)The Person or Persons entitled to receive the
Common Stock and/orcash, securities or other property issuable upon conversion of Series R
PreferredStock
shall be treated for all purposes as the record holder(s) of such shares
ofCommon
Stock and/or securities as of the close of business on the Mandatory Conversion
Date or any applicable Conversion Date. In the event that a Holdershall not by written
notice designate the name in which shares of Common Stockand/or cash, securities
or other property (including payments of cash in lieu offractional shares) to be
issued or paid upon conversion of shares of Series R Preferred Stock
should be registered or paid or the manner in which such shares should be
delivered, the Company shall be entitled to register and deliver such shares,
and make such payment, in the name of the Holder and in the manner shown on the
records of the Company or, in the case of global certificates,through book-entry transfer through the
Depositary.  (e)Conversion into shares
of Common Stock will occur on theMandatory Conversion Date or any applicable Conversion
Date as follows:  (i)      On the Mandatory Conversion Date,
certificates representing shares of Common Stock shall be issued and delivered
toHolders
or their designee upon presentation and surrender of the certificate evidencing
the Series R Preferred Stock to the Conversion Agent if sharesof the Series R
Preferred Stock are held in certificated form, and, if required, the furnishing
of appropriate endorsements and transfer documents and the payment of all
transfer and similar taxes. If a Holders interest is a beneficial interest in
a global certificate representing Series R Preferred Stock, a book-entry
transfer through the Depositary will be made by the Conversion Agent upon
compliance with the Depositarys procedures for converting a beneficial
interest in a global security.  (ii)      On the date of any conversion at the
option of Holders pursuant to Section 8, Section 11 or Section 12,
if a Holders interest is in certificated form, a Holder must do each of the
following in order toconvert:  (A)      complete and manually sign the conversion
noticeprovided by the Conversion Agent, or a facsimile of the  11


conversion notice, and deliver
this irrevocable notice to theConversion Agent;  (B)surrender the shares of
Series R Preferred Stock tothe
Conversion Agent;  (C)if required, furnish
appropriate endorsements andtransfer
documents;  (D)if required, pay all
transfer or similar taxes; and  (E)           if required, pay funds equal to any declared andunpaid dividend payable on the next Dividend
Payment Date towhich such Holder is entitled.  If a Holders interest is a
beneficial interest in a global certificaterepresenting Series R
Preferred Stock, in order to convert a Holder mustcomply with paragraphs (C) through
(E) listed above and comply with theDepositarys procedures for converting a
beneficial interest in a globalsecurity.  The date on which a Holder
complies with the procedures in this clause (ii)is the Conversion
Date.  (iii)      The Conversion Agent shall, on a Holders
behalf, convert the Series R Preferred Stock into shares of Common Stock,
in accordance with the terms of the notice delivered by such Holder described
in clause(ii) above.  Section 10.
Mandatory Conversion at the Companys Option.  (a)On or after December 18, 2012, the Company
shall have the right, atits option, at any time or from time to time to cause
some or all of the Series R Preferred Stock to be converted into shares of
Common Stock at the then Applicable Conversion Rate if, for 20 Trading Days
within any period of 30consecutive Trading Days (including the last Trading Day
of such period), endingon the Trading Day preceding the date the Company
delivers a Notice ofMandatory Conversion, the Closing Price of the Common Stock exceeds
130% ofthe
then Applicable Conversion Price of the Series R Preferred Stock.  (b)If the Company elects
to cause less than all of the Series R PreferredStock to be converted
under clause (a) above, the Conversion Agent shall select the Series R
Preferred Stock to be converted by lot, on a pro rata basis or by another
method the Conversion Agent considers fair and appropriate, includingany method required by
DTC or any successor Depositary (so long as suchmethod is not prohibited by the rules of any
stock exchange or quotationassociation on which the Series R Preferred Stock
is then traded or quoted). If the  12


Conversion Agent selects a
portion of a Holders Series R Preferred Stock forpartial mandatory
conversion and such Holder converts a portion of its shares of Series R
Preferred Stock, the converted portion will be deemed to be from the portion
selected for mandatory conversion under this Section 10.  (c)     In order to exercise the mandatory
conversion right described in this Section 10, the Company shall provide
notice of such conversion to each Holder(such notice a Notice
of Mandatory Conversion)or issue a press release forpublication and make
this information available on its website. The ConversionDate shall be a date
selected by the Company (the Mandatory
Conversion Date)and shall be no more than 20 days after the date
on which the Companyprovides such Notice of Mandatory Conversion or issues such press
release. Inaddition
to any information required by applicable law or regulation, the Notice ofMandatory Conversion and
press release shall state, as appropriate:  (i)     the Mandatory Conversion Date;  (ii)     the
number of shares of Common Stock to be issued uponconversion of each share
of Series R Preferred Stock; and  (iii)    the number of shares of Series R
Preferred Stock to beconverted.  Section 11.  Conversion Upon Make-Whole Acquisition.  (a)In the event of a
Make-Whole Acquisition, each Holder shall havethe option to convert its shares of Series R
Preferred Stock (a Make-Whole Acquisition
Conversion)during the period (the Make-Whole Acquisition Conversion Period)beginning on the
effective date of the Make-WholeAcquisition (the Make-Whole
Acquisition Effective Date)and ending on thedate that is 30 days
after the Make-Whole Acquisition Effective Date and receive an additional
number of shares of Common Stock in the form of Make-WholeShares as set forth in clause (b) below.  (b)The number of Make-Whole Sharesshall be determined for
theSeries R
Preferred Stock by reference to the table below for the applicable Make-Whole Acquisition
Effective Date and the applicable Make-Whole AcquisitionStock Price:  Make-Whole Acquisition
  
  Stock PriceEffective Date
  
  $17.42
  
  $18
  
  $19
  
  $20
  
  $21
  
  $22.5
  
  $25
  
  $27.5
  
  $30
  
  $35
  
  $40
  
  $50
  
  $75
  
  $100
  
  $15012/17/2007
  
  10.3518
  
  10.0182
  
  9.4909
  
  9.0164
  
  8.5870
  
  8.0146
  
  6.9301
  
  6.0271
  
  5.3122
  
  4.2519
  
  3.5065
  
  2.5315
  
  1.3391
  
  0.7867
  
  0.295712/15/2008
  
  10.3518
  
  10.0182
  
  9.4909
  
  8.8877
  
  8.2210
  
  7.3636
  
  6.2285
  
  5.3658
  
  4.6971
  
  3.7169
  
  3.0479
  
  2.1939
  
  1.1693
  
  0.6942
  
  0.264512/15/2009
  
  10.3518
  
  9.6391
  
  8.7506
  
  7.9822
  
  7.3149
  
  6.4651
  
  5.3622
  
  4.5419
  
  3.9157
  
  3.0400
  
  2.4681
  
  1.7647
  
  0.9503
  
  0.5718
  
  0.221412/15/2010
  
  10.3518
  
  8.7339
  
  7.8038
  
  7.0020
  
  6.3141
  
  5.4400
  
  4.3369
  
  3.5444
  
  2.9678
  
  2.2153
  
  1.7606
  
  1.2470
  
  0.6831
  
  0.4190
  
  0.167312/15/2011
  
  10.3518
  
  7.9063
  
  6.8924
  
  6.0099
  
  5.2437
  
  4.2824
  
  3.0861
  
  2.2864
  
  1.7524
  
  1.1682
  
  0.8920
  
  0.6270
  
  0.3553
  
  0.2248
  
  0.096612/15/2012
  
  10.3518
  
  7.5718
  
  6.4538
  
  5.4498
  
  4.5436
  
  3.3464
  
  1.6714
  
  0.2498
  
  0.0000
  
  0.0000
  
  0.0000
  
  0.0000
  
  0.0000
  
  0.0000
  
  0.0000Thereafter
  
  10.3518
  
  7.5718
  
  6.4538
  
  5.4498
  
  4.5436
  
  3.3464
  
  1.6714
  
  0.2498
  
  0.0000
  
  0.0000
  
  0.0000
  
  0.0000
  
  0.0000
  
  0.0000
  
  0.0000  13


(i)       The exact Make-Whole Acquisition Stock Prices
and Make-Whole Acquisition Effective Dates may not be set forth on the table,in which case:  (A)if the Make-Whole
Acquisition Stock Price is between two Make-Whole Acquisition Stock Price
amounts on the table or the Make-Whole Acquisition Effective Dates are between
two dates on the table, the number of Make-Whole Shares will be determined by
straight-line interpolation between the number of Make-Whole Shares set forth
for the higher andlower Make-Whole Acquisition Stock Price amounts and the two Make-Whole
Acquisition Effective Dates, as applicable, based ona 365-day year;  (B)if the Make-Whole
Acquisition Stock Price is inexcess of $150.00 per share (subject to adjustment
pursuant toSection 13
hereof), no Make-Whole Shares will be issued uponconversion of the Series R
Preferred Stock; and  (C)if the Make-Whole
Acquisition Stock Price is lessthan $17.42 per share (subject to adjustment pursuant to Section13 hereof), no
Make-Whole Shares will be issued uponconversion of the Series R Preferred Stock.  (ii)        The
Make-Whole Acquisition Stock Prices set forth in the table above are subject to
adjustment pursuant to Section 13 hereof and shall be adjusted as of any
date the Conversion Rate is adjusted. Theadjusted Make-Whole Acquisition Stock Prices will
equal the Make-Whole Acquisition Stock Prices applicable immediately prior to such
adjustment multiplied by a fraction, the numerator of which is the Conversion
Rate immediately prior to the adjustment giving rise to theMake-Whole Acquisition
Stock Prices adjustment and the denominator of which is the Conversion Rate as
so adjusted. Each of the number of Make-Whole Shares in the table shall also be subject to
adjustment in the samemanner as the Conversion Rate pursuant to Section 13.  (c)    
On or before the twentieth day prior to the date on which theCompany anticipates
consummating the Make-Whole Acquisition (or, if later,promptly after the
Company discovers that the Make-Whole Acquisition will occur), a written notice
shall be sent by or on behalf of the Company, by first-class mail, postage
prepaid, to the Holders as they appear in the records of theCompany. Such notice shall contain:  (i)      the date on which the Make-Whole
Acquisition isanticipated
to be effected; and  14


(ii)   the
date, which shall be 30 days after the anticipated Make-Whole Acquisition
Effective Date, by which the Make-Whole Acquisitionconversion option must be exercised.  (d)          On the Make-Whole Acquisition Effective Date,
another written notice shall be sent by or on behalf of the Company, by
first-class mail, postageprepaid,
to the Holders as they appear in the records of the Company. Such noticeshall
contain:  (i)     
 the date that shall be 30 days
after the Make-WholeAcquisition
Effective Date;  (ii)   
  the number of Make-Whole Shares;  (iii)     the
amount of cash, securities and other considerationpayable per share of
Common Stock or Series R Preferred Stock,respectively; and  (iv)     the instructions a Holder must follow to
exercise itsconversion option in connection with such Make-Whole Acquisition.  (e)To exercise a
Make-Whole Acquisition Conversion option, a Holder must, no later than 5:00 p.m.,
New York City time on or before the date by which the Make-Whole Acquisition
Conversion option must be exercised as specified in the notice delivered under
clause (d) above, comply with the procedures set forthin Section 9(e)(ii).  (f)If a Holder does not
elect to exercise the Make-Whole AcquisitionConversion option pursuant to this Section 11,
the shares of Series R Preferred Stock or successor security held by it
will remain outstanding.  (g)Upon a Make-Whole
Acquisition Conversion, the Conversion Agentshall, except as otherwise provided in the
instructions provided by the Holderthereof in the written notice provided to the
Company or its successor as set forth in Section 9(d) above, deliver
to the Holder such cash, securities or other propertyas are issuable with
respect to Make-Whole Shares in the Make-WholeAcquisition.  (h)     In
the event that a Make-Whole Acquisition Conversion is effected with respect to
shares of Series R Preferred Stock or a successor security representing
less than all the shares of Series R Preferred Stock or a successor
security held by a Holder, upon such Make-Whole Acquisition Conversion the
Company or its successor shall execute and the Conversion Agent shall, unlessotherwise instructed in
writing, countersign and deliver to the Holder thereof, at the expense of the
Company or its successors, a certificate evidencing the sharesof Series R
Preferred Stock or such successor security held by the Holder as towhich a Make-Whole
Acquisition Conversion was not effected.  15


Section 12.  Conversion Upon Fundamental Change.  (a)         If
the Reference Price in connection with a Fundamental Change is less than the
Applicable Conversion Price, a Holder may convert each share of Series R
Preferred Stock during the period beginning on the effective date of the
Fundamental Change and ending on the date that is 30 days after the effective
date of such Fundamental Change at an adjusted conversion price equal to the
greater of (1) the Reference Price and (2) $8.71, subject to
adjustment as described in clause (b) below (the Base Price).  (b)The Base Price shall be adjusted as of any date the Conversion Rate of
the Series R Preferred Stock is adjusted pursuant to Section 13. The
adjusted Base Price shall equal the Base Price applicable immediately prior to
such adjustment multiplied by a fraction, the numerator of which is the
Conversion Rate immediately prior to the adjustment giving rise to the Base
Price adjustment and the denominator of which is the Conversion Rate as so
adjusted.  (c)In lieu of issuing Common Stock upon conversion in the event of a
Fundamental Change, the Company may at its option, and if it obtains any
necessary regulatory approval, pay an amount in cash (computed to the nearest
cent) equal to the Reference Price for each share of Common Stock otherwise
issuable upon conversion.  (d)On or before the twentieth day prior to the date on which the Company
anticipates consummating the Fundamental Change (or, if later, promptly after
the Company discovers that the Fundamental Change will occur), a written notice
shall be sent by or on behalf of the Company, by first-class mail, postage
prepaid, to the Holders as they appear in the records of the Company. Such
notice shall contain:  (i)      the date on which
the Fundamental Change is anticipated to be effected; and  (ii)      the date, which
shall be 30 days after the anticipated effective date of a Fundamental Change,
by which the Fundamental Change conversion option must be exercised.  (e)         On
the effective date of a Fundamental Change, another written notice shall be
sent by or on behalf of the Company, by first-class mail, postage prepaid, to
the Holders as they appear in the records of the Company. Such notice shall
contain:  (i)      the date that shall
be 30 days after the effective date of the Fundamental Change;  (ii)      the adjusted
conversion price following the Fundamental Change;  16


(iii)     
the amount of cash, securities and other considerationpayable per share of
Common Stock or Series R Preferred Stock,respectively; and  (iv)     
the instructions a Holder must follow to exercise its conversion option
in connection with such Fundamental Change.  (f)To exercise its
conversion option upon a Fundamental Change, aHolder must, no later than 5:00 p.m., New
York City time on or before the date bywhich the conversion option upon the Fundamental
Change must be exercised as specified in the notice delivered under clause (e) above,
comply with theprocedures set
forth in Section 9(e)(ii).  (g)If a Holder does not
elect to exercise its conversion option upon aFundamental Change pursuant to this Section 12,
the shares of Series R Preferred Stock or successor security held by it
will remain outstanding.  (h)     Upon a conversion upon a Fundamental Change,
the Conversion Agent shall, except as otherwise provided in the instructions
provided by the Holder thereof in the written notice provided to the Company or
its successor asset forth in Section 9(d) above, deliver to
the Holder such cash, securities or otherproperty as are issuable with respect to the
adjusted conversion price followingthe Fundamental Change.  (i)     In the event that a conversion upon a
Fundamental Change iseffected with respect to shares of Series R
Preferred Stock or a successor securityrepresenting less than all the shares of Series R
Preferred Stock or a successor security held by a Holder, upon such conversion
the Company or its successor shall execute and the Conversion Agent shall,
unless otherwise instructed in writing, countersign and deliver to the Holder
thereof, at the expense of theCompany, a certificate evidencing the shares of Series R
Preferred Stock or suchsuccessor security held by the Holder as to which a
conversion upon aFundamental
Change was not effected.  Section 13.
Anti-Dilution Adjustments.  (a)     The Conversion Rate shall be subject to the
following adjustments.  (i)     
Stock Dividends and Distributions. If the Company paysdividends or other
distributions on the Common Stock in shares ofCommon Stock, then the Conversion Rate in effect
immediately prior tothe Ex-Date for such dividend or distribution will be multiplied by thefollowing fraction:  OS1OS0
  Where,  17


OS0the number of shares of Common Stock outstanding
immediatelyprior to Ex-Date for
such dividend or distribution.  OS(1)= the sum of the number
of shares of Common Stock outstandingimmediately prior to the Ex-Date for such
dividend or distribution plus thetotal number of shares of Common Stock constituting such
dividend ordistribution.  For the purposes of this clause (i), the number
of shares of Common Stock at the time outstanding shall not include shares
acquired by the Company.If any dividend or distribution described in this clause (i) is
declared but not so paid or made, the Conversion Rate shall be readjusted,
effective as of the date the Board of Directors publicly announces its decision
not tomake
such dividend or distribution, to such Conversion Rate that would bein effect if such
dividend or distribution had not been declared.  (ii)      Subdivisions, Splits and Combination of
the Common Stock. If the Company subdivides, splits or combines the shares
ofCommon
Stock, then the Conversion Rate in effect immediately prior to the effective
date of such share subdivision, split or combination will bemultiplied by the following fraction:  OS1OS0
  Where,  OS0  =
the number of shares of Common Stock outstanding immediatelyprior to the effective date of such share
subdivision, split or combination.  OS(1)      = the number of shares of Common Stock outstanding immediatelyafter the opening of business on the effective
date of such sharesubdivision, split or combination.  For the purposes of this clause (ii), the number of
shares of Common Stock at the time outstanding shall not include shares
acquired by theCompany. If any subdivision, split or combination
described in this clause(ii) is announced but the outstanding shares of
Common Stock are not subdivided, split or combined, the Conversion Rate shall
be readjusted, effective as of the date the Board of Directors publicly
announces its decision not to subdivide, split or combine the outstanding
shares of Common Stock, to such Conversion Rate that would be in effect if suchsubdivision,
split or combination had not been announced.  (iii)      Issuance of Stock Purchase Rights.
If the Company issuesto all holders of the shares of Common Stock rights or
warrants (otherthan rights or warrants issued pursuant to a dividend reinvestment plan
or share purchase plan or other similar plans) entitling them, for a period of  18


up to 45 days from the date of issuance of such
rights or warrants, tosubscribe for or purchase the shares of Common Stock at
less than theCurrent Market Price on the date fixed for the determination of
stockholders entitled to receive such rights or warrants, then the Conversion
Rate in effect immediately prior to the Ex-Date for such distribution will be
multiplied by the following fraction:  OS0+ XOS0+Y
  Where,  OS0= the number of shares of Common Stock outstanding immediatelyprior to the Ex-Date for such distribution.  X = the total number of shares of Common Stock
issuable pursuant tosuch
rights or warrants.  Y =  the
number of shares of Common Stock equal to the aggregateprice payable to
exercise such rights or warrants divided by the CurrentMarket Price.  For the purposes of this clause (iii), the number of
shares of Common Stock at the time outstanding shall not include shares
acquired by the Company. The Company shall not issue any such rights or
warrants in respect of shares of the Common Stock acquired by the Company. In
the event that such rights or warrants described in this clause (iii) are
not soissued, the Conversion Rate shall be readjusted, effective as of the
date the Board of Directors publicly announces its decision not to issue such
rightsor
warrants, to the Conversion Rate that would then be in effect if such issuance
had not been declared. To the extent that such rights or warrants are not
exercised prior to their expiration or shares of Common Stock are otherwise not
delivered pursuant to such rights or warrants upon the exercise of such rights
or warrants, the Conversion Rate shall be readjusted to such Conversion Rate
that would then be in effect had the adjustment made upon the issuance of such
rights or warrants been made on the basis of the delivery of only the number of
shares of Common Stock actually delivered. In determining the aggregate
offering price payable for such shares of Common Stock, there shall be taken
into account any consideration received for such rights or warrants and the
value of such consideration (if other than cash, to be determined by theBoard of Directors).  (iv) Debt or Asset
Distributions. If the Company distributes to all holders of shares of Common Stock evidences of indebtedness, shares
of capital stock, securities, cash or other assets (excluding any dividend or  19


distribution referred to
in clause (i) above, any rights or warrants referred to in clause (iii) above,
any dividend or distribution paid exclusively in cash, any consideration
payable in connection with a tender or exchange offer made by the Company or any
of its subsidiaries, and any dividend of shares of capital stock of any class
or series, or similar equity interests, of or relating to a subsidiary or other
business unit in the case of certain spin - off transactions as described
below), then the Conversion Rate in effect immediately prior to the Ex-Date for
such distribution will be multiplied by the following fraction:  SP0SP0 - FMV
  Where,  SP0=  the Current Market Price per share of Common
Stock on such date.  FMV = the fair market value of the portion of the distribution
applicable to one share of Common Stock on such date as determined by the Board
of Directors.  In
a spin-off, where the Company makes a distribution to all holders of shares
of Common Stock consisting of capital stock of any class or series, or similar
equity interests of, or relating to, a subsidiary or other business unit, the
Conversion Rate will be adjusted on the fifteenth Trading Day after the
effective date of the distribution by multiplying such Conversion Rate in effect
immediately prior to such fifteenth Trading Day by the following fraction:  MP0+MPsMP0
  Where,  MP0= the average of the
Closing Prices of the Common Stock over the first ten Trading Days commencing
on and including the fifth Trading Day following the effective date of such
distribution.  MPs
= the average of the Closing Prices of the capital stock or equity interests
representing the portion of the distribution applicable to one share of Common
Stock over the first ten Trading Days commencing on and including the fifth
Trading Day following the effective date of such distribution, or, if not
traded on a national or regional securities exchange or over-the-counter
market, the fair market value of the capital stock or equity interests
representing the portion of the distribution applicable to one share of Common
Stock on such date as determined by the Board of Directors.  20


In
the event that such distribution described in this clause (iv) is not so
paid or made, the Conversion Rate shall be readjusted, effective as of the date
the Board of Directors publicly announces its decision not to pay or make such
dividend or distribution, to the Conversion Rate that would then be in effect
if such dividend or distribution had not been declared.  (v)Cash
Distributions. If the Company makes a distribution consisting exclusively
of cash to all holders of the Common Stock, excluding (a) any cash
dividend on the Common Stock to the extent that the aggregate cash dividend per
share of the Common Stock does not exceed $0.15 in any fiscal quarter (the Dividend
Threshold Amount), (b) any cash that is distributed in
a Reorganization Event or as part of a spin-off referred to in clause (iv) above,
(c) any dividend or distribution in connection with the Companys
liquidation, dissolution or winding up, and (d) any consideration payable
in connection with a tender or exchange offer made by the Company or any of its
subsidiaries, then in each event, the Conversion Rate in effect immediately
prior to the Ex-Date for such distribution will be multiplied by the following
fraction:  SP0SP0
  - DIV
  Where,  SP0=  the Closing Price per share of Common Stock
on the Ex-Date.  DIV
= the amount per share of Common Stock of the dividend or distribution, as
determined pursuant to the following paragraph.  If
an adjustment is required to be made as set forth in this clause as a result of
a distribution (1) that is a regularly scheduled quarterly dividend, such
adjustment would be based on the amount by which such dividend exceeds the
Dividend Threshold Amount or (2) that is not a regularly scheduled
quarterly dividend, such adjustment would be based on the full amount of such
distribution.  The
Dividend Threshold Amount is subject to adjustment on an inversely proportional
basis whenever the Conversion Rate is adjusted; providedthat no adjustment will be made to the Dividend
Threshold Amount for any adjustment made to the Conversion Rate pursuant to
this clause (v).  In
the event that any distribution described in this clause (v) is not so
made, the Conversion Rate shall be readjusted, effective as of the date the
Board of Directors publicly announces its decision not to pay such
distribution, to the Conversion Rate which would then be in effect if such
distribution had not been declared.  21


(vi)Self Tender
Offers and Exchange Offers. If the Company or any of its subsidiaries
successfully completes a tender or exchange offer for the Common Stock where
the cash and the value of any other consideration included in the payment per
share of the Common Stock exceeds the Closing Price per share of the Common
Stock on the Trading Day immediately succeeding the expiration of the tender or
exchange offer, then the Conversion Rate in effect at the close of business on
such immediately succeeding Trading Day will be multiplied by the following
fraction:  AC
  + (SP0 x OS1)OS0x SP0  Where,  SP0= the Closing Price per
share of Common Stock on the Trading Day immediately succeeding the expiration
of the tender or exchange offer.  OS0= the number of shares of
Common Stock outstanding immediately prior to the expiration of the tender or
exchange offer, including any shares validly tendered and not withdrawn.  OS1=
the number of shares of Common Stock outstanding immediately after the
expiration of the tender or exchange offer.  AC
=   the aggregate cash and fair market
value of the other consideration payable in the tender or exchange offer, as determined
by the Board of Directors.  In
the event that the Company, or one of its subsidiaries, is obligated to
purchase shares of Common Stock pursuant to any such tender offer or exchange
offer, but the Company, or such subsidiary, is permanently prevented by
applicable law from effecting any such purchases, or all such purchases are
rescinded, then the Conversion Rate shall be readjusted to be such Conversion
Rate that would then be in effect if such tender offer or exchange offer had
not been made.  (vii)Rights Plans.To the extent
that the Company has a rights plan in effect with respect to the Common Stock
on any Conversion Date, upon conversion of any shares of the Series R
Preferred Stock, Holders will receive, in addition to the shares of Common Stock,
the rights under the rights plan, unless, prior to such Conversion Date, the
rights have separated from the shares of Common Stock, in which case the
Conversion Rate will be adjusted at the time of separation as if the Company
had made a distribution to all holders of the Common Stock as described in
clause (iv) above, subject to readjustment in the event of the expiration,
termination or redemption of such rights.  22


(b)The Company may
make such increases in the Conversion Rate, in addition to any other increases
required by this Section 13, if the Board of Directors deems it advisable
to avoid or diminish any income tax to holders of the Common Stock resulting
from any dividend or distribution of shares of Common Stock (or issuance of
rights or warrants to acquire shares of Common Stock) or from any event treated
as such for income tax purposes or for any other reason.  (c)(i) All
adjustments to the Conversion Rate shall be calculated to the nearest
1/10,000th of a share (or, if there is not a nearest 1/10,000th of a share, to
the next lower l/10,000th of a share) of Common Stock. No adjustment in the
Conversion Rate shall be required unless such adjustment would require an
increase or decrease of at least one percent therein; provided,that any adjustments which by
reason of this subparagraph are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; provided furtherthat on the Mandatory
Conversion Date, the Make-Whole Acquisition Effective Date or the effective
date of a Fundamental Change, adjustments to the Conversion Rate will be made
with respect to any such adjustment carried forward and which has not been
taken into account before such date.  (ii)No adjustment
to the Conversion Rate shall be made if Holders may participate in the
transaction that would otherwise give rise to an adjustment, as a result of
holding the Series R Preferred Stock, without having to convert the Series R
Preferred Stock, as if they held the full number of shares of Common Stock into
which a share of the Series R Preferred Stock may then be converted.  (iii)The Applicable Conversion
Rate shall not be adjusted:  (A)upon the
issuance of any shares of the Common Stock pursuant to any present or future
plan providing for the reinvestment of dividends or interest payable on the
Companys securities and the investment of additional optional amounts in
shares of Common Stock under any plan;  (B)upon the
issuance of any shares of the Common Stock or rights or warrants to purchase
those shares pursuant to any present or future employee, director or consultant
benefit plan or program of or assumed by the Company or any of its
subsidiaries;  (C)upon the
issuance of any shares of the Common Stock pursuant to any option, warrant,
right or exercisable, exchangeable or convertible security outstanding as of
the date shares of the Series R Preferred Stock were first issued;  (D)for a change in
the par value or no par value of the Common Stock; or   23


(E)for accrued
and unpaid dividends on the Series R Preferred Stock.  (d)Whenever the Conversion Rate
is to be adjusted in accordance with Section 13(a) or Section 13(b),
the Company shall: (i) compute the Conversion Rate in accordance with Section 13(a) or
Section 13(b), taking into account the one percent threshold set forth in Section 13(c) hereof,
and prepare and transmit to the Transfer Agent an Officers Certificate setting
forth the Conversion Rate, the method of calculation thereof in reasonable
detail, and the facts requiring such adjustment and upon which such adjustment
is based; (ii) as soon as practicable following the occurrence of an event
that requires an adjustment to the Conversion Rate pursuant to Section 13(a) or
Section 13(b), taking into account the one percent threshold set forth in Section 13(c) hereof
(or if the Company is not aware of such occurrence, as soon as practicable
after becoming so aware), provide, or cause to be provided, a written notice to
the Holders of the occurrence of such event; and (iii) as soon as
practicable following the determination of the revised Conversion Rate in
accordance with Section 13(a) or Section 13(b) hereof,
provide, or cause to be provided, a written notice to the Holders setting forth
in reasonable detail the method by which the adjustment to the Conversion Rate
was determined and setting forth the revised Conversion Rate.  Section 14. Reorganization
Events.(a) In the event of:  (i)any
consolidation or merger of the Company with or into another Person, in each
case pursuant to which the Common Stock will be converted into cash, securities
or other property of the Company or another Person;  (ii)any sale,
transfer, lease or conveyance to another Person of all or substantially all of
the property and assets of the Company, in each case pursuant to which the
Common Stock will be converted into cash, securities or other property of the
Company or another Person;  (iii)any reclassification
of the Common Stock into securities including securities other than the Common
Stock; or  (iv)any statutory
exchange of the outstanding shares of Common Stock for securities of another
Person (other than in connection with a merger or acquisition);  (any such event specified in this Section 14(a),
a Reorganization
Event); each share of Series R Preferred Stock
outstanding immediately prior to such Reorganization Event shall, without the
consent of Holders, become convertible into the kind of securities, cash and
other property receivable in such Reorganization Event by a holder of the
shares of Common Stock that was not the counterparty to the Reorganization
Event  24


or an affiliate of such other party (such
securities, cash and other property, the Exchange Property).  (b)In the event
that holders of the shares of Common Stock have the opportunity to elect the
form of consideration to be received in such transaction, the consideration
that the Holders are entitled to receive shall be deemed to be the types and
amounts of consideration received by the majority of the holders of the shares
of Common Stock that affirmatively make an election. The amount of Exchange
Property receivable upon conversion of any Series R Preferred Stock in
accordance with Section 8, Section 10, Section 11 or Section 12
hereof shall be determined based upon the Conversion Rate in effect on such
Conversion Date.  (c)The above
provisions of this Section 14 shall similarly apply to successive
Reorganization Events and the provisions of Section 13 shall apply to any
shares of capital stock of the Company (or any successor) received by the
holders of the Common Stock in any such Reorganization Event.  (d)The Company (or
any successor) shall, within 20 days of the occurrence of any Reorganization
Event, provide written notice to the Holders of such occurrence of such event
and of the kind and amount of the cash, securities or other property that
constitutes the Exchange Property. Failure to deliver such notice shall not
affect the operation of this Section 14.  Section 15.  Voting Rights.(a) Holders
will not have any voting rights, including the right to elect any directors,
except (i) voting rights, if any, required by law, and (ii) voting
rights, if any, described in this Section 15.  (b)Holders will, in the circumstances and to
the extent set forth in this Section 15(b), have the right to elect two
directors.  (i)If after the
Effective Date the Company fails to pay, or declare and set aside for payment,
full quarterly dividends on the Series R Preferred Stock or any other
class or series of Parity Securities having similar voting rights (the Voting
Parity Securities) for six Dividend Periods or their
equivalent, whether consecutive or not, the authorized number of the Companys
directors will be increased by two. Subject to compliance with any requirement
for regulatory approval of, or non - objection to, persons serving as
directors, the Holders, voting together as a single and separate class with the
holders of any outstanding Voting Parity Securities, will have the right to
elect two directors in addition to the directors then in office at the Companys
next annual meeting of shareholders. This right will continue at each
subsequent annual meeting until the Company pays dividends in full on the Series R
Preferred Stock and any Voting Parity Securities for three consecutive Dividend
Periods or their equivalent and pays or declares and sets aside for payment
dividends in full for the fourth consecutive Dividend Period or its equivalent
or, if earlier, upon the conversion of all Series R Preferred Stock.  25


(ii)The term of
such additional directors will terminate, and the total number of directors
will be decreased by two, at such time as the Company pays dividends in full on
the Series R Preferred Stock and any Voting Parity Securities for three
consecutive Dividend Periods or their equivalent and declares and pays or sets
aside for payment dividends in full for the fourth consecutive Dividend Period
or its equivalent or, if earlier, upon the conversion of all Series R
Preferred Stock. After the term of such additional directors terminates, the
Holders will not be entitled to elect additional directors unless full
quarterly dividends on the Series R Preferred Stock have again not been
paid or declared and set aside for payment for six future Dividend Periods,
whether consecutive or not.  (iii)Any additional
director elected by the Holders and the holders of the Voting Parity Securities
may only be removed by the vote of the Holders of record of the outstanding Series R
Preferred Stock and holders of the Voting Parity Securities, voting together as
a single and separate class, at a meeting of the Companys shareholders called
for that purpose. Any vacancy created by the removal of any such director may
be filled only by the vote of the Holders of the outstanding Series R
Preferred Stock and the holders of the outstanding Voting Parity Securities,
voting together as a single and separate class.  (c)So long as any
shares of Series R Preferred Stock are outstanding, the vote or consent of
the Holders of at least 662/3 %of the shares of Series R
Preferred Stock at the time outstanding, voting as a single class with all
other classes and series of Voting Parity Securities then outstanding and with
each series or class having a number of votes proportionate to the aggregate
liquidation preference of the outstanding shares of such class or series, given
in person or by proxy, either in writing without a meeting or by vote at any
meeting called for the purpose, will be necessary for effecting or validating
any of the following actions, whether or not such approval is required by Washington
law:  (i)any amendment,
alteration or repeal of any provision of the Companys Amended and Restated
Articles of Incorporation (including these Articles of Amendment) or the
Companys bylaws that would alter or change the voting powers, preferences or
special rights of the Series R Preferred Stock so as to affect them
adversely;  (ii)any amendment
or alteration of the Companys Amended and Restated Articles of Incorporation
to authorize or create, or increase the authorized amount of, any shares of, or
any securities convertible into shares of, any class or series of the Companys
capital stock ranking prior to the Series R Preferred Stock in the payment
of dividends or in the distribution of assets on any liquidation, dissolution
or winding up of the Company; or  26


(iii)the
consummation of a binding share exchange or reclassification involving the Series R
Preferred Stock or a merger or consolidation of the Company with another
entity, except that Holders will have no right to vote under this provision or
under Section 23B.11.035 of the Revised Code of Washington or otherwise
under Washington law if in each case (x) the Series R Preferred Stock
remains outstanding or, in the case of any such merger or consolidation with
respect to which the Company is not the surviving or resulting entity, is
converted into or exchanged for preference securities of the surviving or
resulting entity or its ultimate parent, that is an entity organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia, and (y) such Series R Preferred Stock
remaining outstanding or such preference securities, as the case may be, have
such rights, preferences, privileges and voting powers, taken as a whole, as
are not materially less favorable to the Holders thereof than the rights,
preferences, privileges and voting powers of the Series R Preferred Stock,
taken as a whole;  provided, however,that any increase in the
amount of the authorized or issued Series R Preferred Stock or authorized
preferred stock or any securities convertible into preferred stock or the
creation and issuance, or an increase in the authorized or issued amount, of
other series of preferred stock or any securities convertible into preferred
stock ranking equally with and/or junior to the Series R Preferred Stock
with respect to the payment of dividends (whether such dividends are cumulative
or non-cumulative) and/or the distribution of assets upon the Companys liquidation,
dissolution or winding up will not be deemed to adversely affect the voting
powers, preferences or special rights of the Series R Preferred stock and,
notwithstanding Section 23B.10.040(l)(a), (e) or (f) of the
Revised Code of Washington or any other provision of Washington law, Holders
will have no right to vote on such an increase, creation or issuance.  If
an amendment, alteration, repeal, share exchange, reclassification, merger or
consolidation described above would adversely affect one or more but not all
series of preferred stock with like voting rights (including the Series R
Preferred Stock for this purpose), then only the series affected and entitled
to vote shall vote as a class in lieu of all such series of preferred stock.  (d)Notwithstanding
the foregoing, Holders shall not have any voting rights if, at or prior to the
effective time of the act with respect to which such vote would otherwise be
required, all outstanding shares of Series R Preferred shall have been
converted into shares of Common Stock.  Section 16. Fractional
Shares.  (a)No fractional
shares of Common Stock will be issued as a result of any conversion of shares
of Series R Preferred Stock.  27


(b)In lieu of any fractional
share of Common Stock otherwise issuable in respect of any mandatory conversion
pursuant to Section 10 hereof or any conversion at the option of the
Holder pursuant to Section 8, Section 11 or Section 12 hereof,
the Company shall pay an amount in cash (computed to the nearest cent) equal to
the same fraction of the Closing Price of the Common Stock determined as of the
second Trading Day immediately preceding the effective date of conversion.  (c)If more than one share of
the Series R Preferred Stock is surrendered for conversion at one time by
or for the same Holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of the Series R Preferred Stock so surrendered.  Section 17. Reservation of
Common Stock.  (a)The Company shall at all
times reserve and keep available out of its authorized and unissued Common
Stock or shares acquired by the Company, solely for issuance upon the
conversion of shares of Series R Preferred Stock as provided in these
Articles of Amendment, free from any preemptive or other similar rights, such
number of shares of Common Stock as shall from time to time be issuable upon
the conversion of all the shares of Series R Preferred Stock then outstanding,
assuming that the Applicable Conversion Price equaled the Base Price. For
purposes of this Section 17(a), the number of shares of Common Stock that
shall be deliverable upon the conversion of all outstanding shares of Series R
Preferred Stock shall be computed as if at the time of computation all such
outstanding shares were held by a single Holder.  (b)Notwithstanding the
foregoing, the Company shall be entitled to deliver upon conversion of shares
of Series R Preferred Stock, as herein provided, shares of Common Stock
acquired by the Company (in lieu of the issuance of authorized and unissued
shares of Common Stock), so long as any such acquired shares are free and clear
of all liens, charges, security interests or encumbrances (other than liens,
charges, security interests and other encumbrances created by the Holders).  (c)All shares of Common Stock
delivered upon conversion of the Series R Preferred Stock shall be duly
authorized, validly issued, fully paid and non-assessable, free and clear of
all liens, claims, security interests and other encumbrances (other than liens,
charges, security interests and other encumbrances created by the Holders).  (d)Prior to the delivery of any
securities that the Company shall be obligated to deliver upon conversion of
the Series R Preferred Stock, the Company shall use its reasonable best
efforts to comply with all federal and state laws and regulations thereunder
requiring the registration of such securities with, or any approval of or
consent to the delivery thereof by, any governmental authority.  28


(e)The Company hereby
covenants and agrees that, if at any time the Common Stock shall be listed on
the New York Stock Exchange or any other national securities exchange or
automated quotation system, the Company will, if permitted by the rules of
such exchange or automated quotation system, list and keep listed, so long as
the Common Stock shall be so listed on such exchange or automated quotation
system, all the Common Stock issuable upon conversion of the Series R
Preferred Stock; provided, however,that
if the rules of such exchange or automated quotation system permit the
Company to defer the listing of such Common Stock until the first conversion of
Series R Preferred Stock into Common Stock in accordance with the
provisions hereof, the Company covenants to list such Common Stock issuable
upon conversion of the Series R Preferred Stock in accordance with the
requirements of such exchange or automated quotation system at such time.  Section 18. Transfer Agent,
Registrar, Paying Agent And Conversion Agent.The duly appointed Transfer
Agent, Registrar, paying agent and Conversion Agent for the Series R
Preferred Stock shall be Mellon Investor Services LLC. The Company may, in its
sole discretion, remove the Transfer Agent in accordance with the agreement
between the Company and the Transfer Agent; providedthat the Company shall appoint a successor transfer agent who shall
accept such appointment prior to the effectiveness of such removal. Upon any
such removal or appointment, the Company shall send notice thereof by
first-class mail, postage prepaid, to the Holders.  Section 19. Replacement
Certificates.  (a)If physical certificates are
issued, the Company shall replace any mutilated certificate at the Holders
expense upon surrender of that certificate to the Transfer Agent. The Company
shall replace certificates that become destroyed, stolen or lost at the Holders
expense upon delivery to the Company and the Transfer Agent of satisfactory
evidence that the certificate has been destroyed, stolen or lost, together with
any indemnity that may be required by the Transfer Agent and the Company.  (b)OTIf physical certificates are issued, the Company
shall not be required to issue any certificates representing the Series R
Preferred Stock on or after the Mandatory Conversion Date or applicable
Conversion Date. In place of the delivery of a replacement certificate
following the Mandatory Conversion Date or applicable Conversion Date, the
Transfer Agent, upon delivery of the evidence and indemnity described in clause
(a) above, shall deliver the shares of Common Stock pursuant to the terms
of the Series R Preferred Stock formerly evidenced by the certificate.  Section 20. Form.  (a)Series R Preferred
Stock shall be issued in the form of one or more permanent global shares of Series R
Preferred Stock in definitive, fully registered  29


form
with a global legend in substantially the form attached hereto as Exhibit A
(each, a Global Preferred Stock),which
is hereby incorporated in and expressly made a part of these Articles of
Amendment. The Global Preferred Stock may have notations, legends or
endorsements required by law, stock exchange rules, agreements to which the
Company is subject, if any, or usage (provided that any such notation, legend
or endorsement is in a form acceptable to the Company). The aggregate number of
shares represented by each Global Preferred Stock may from time to time be
increased or decreased by adjustments made on the records of the Registrar and
the Depositary or its nominee as hereinafter provided. This Section 20(a) shall
apply only to a Global Preferred Stock deposited with or on behalf of the
Depositary.  (b)The Company shall execute
and the Registrar shall, in accordance with this Section, countersign and
deliver initially one or more Global Preferred Stock that (i) shall be
registered in the name of Cede & Co. or other nominee of the Depositary
and (ii) shall be delivered by the Registrar to the Depositary or pursuant
to instructions received from the Depositary or held by the Registrar as
custodian for the Depositary pursuant to an agreement between the Depositary
and the Registrar.  (c)Members of, or participants
in, the Depositary (Agent Members)shall
have no rights under these Articles of Amendment with respect to any Global
Preferred Stock held on their behalf by the Depositary or by the Registrar as
the custodian of the Depositary or under such Global Preferred Stock, and the
Depositary may be treated by the Company, the Registrar and any agent of the
Company or the Registrar as the absolute owner of such Global Preferred Stock
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Registrar or any agent of the Company or the
Registrar from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices of the Depositary
governing the exercise of the rights of a holder of a beneficial interest in
any Global Preferred Stock. The Depositary may grant proxies or otherwise
authorize any Person to take any action that a Holder is entitled to take
pursuant to the Series R Preferred Stock, these Articles of Amendment or
the Articles of Incorporation.  (d)Owners of beneficial
interests in Global Preferred Stock shall not be entitled to receive physical
delivery of certificated shares of Series R Preferred Stock, unless (x) the
Depositary has notified the Company that it is unwilling or unable to continue
as Depositary for the Global Preferred Stock and the Company does not appoint a
qualified replacement for the Depositary within 90 days, (y) the
Depositary ceases to be a clearing agency registered under the Exchange Act
and the Company does not appoint a qualified replacement for the Depositary
within 90 days or (z) the Company decides to discontinue the use of
book-entry transfer through the Depositary. In any such case, the Global
Preferred Stock shall be exchanged in whole for definitive shares of Series R
Preferred Stock in registered form, with the same terms and of an equal
aggregate Liquidation  30


Preference.
Definitive shares of Series R Preferred Stock shall be registered in the
name or names of the Person or Persons specified by the Depositary in a written
instrument to the Registrar.  (e)(i) An Officer
shall sign the Global Preferred Stock for the Company, in accordance with the
Companys bylaws and applicable law, by manual or facsimile signature.  (ii)If an Officer whose signature is on a Global
Preferred Stock no longer holds that office at the time the Transfer Agent
countersigned the Global Preferred Stock, the Global Preferred Stock shall be
valid nevertheless.  (iii)A Global
Preferred Stock shall not be valid until an authorized signatory of the
Transfer Agent manually countersigns Global Preferred Stock. Each Global
Preferred Stock shall be dated the date of its countersignature.  Section 21. Miscellaneous.  (a)All notices
referred to herein shall be in writing, and, unless otherwise specified herein,
all notices hereunder shall be deemed to have been given upon the earlier of
receipt thereof or three Business Days after the mailing thereof if sent by
registered or certified mail (unless first-class mail shall be specifically
permitted for such notice under the terms of these Articles of Amendment) with
postage prepaid, addressed: (i) if to the Company, to its office at 1301
Second Avenue, Seattle, Washington 98101, Attention: Treasury Department, with
a copy to the Companys Legal Department at 1301 Second Avenue, Seattle,
Washington 98101, Attention: Charles Edward Smith III or to the Transfer Agent
at 480 Washington Blvd. Jersey City, NJ 07310, or other agent of the Company
designated as permitted by this Certificate of Amendment, or (ii) if to
any Holder or holder of shares of Common Stock, as the case may be, to such
Holder at the address of such Holder as listed in the stock record books of the
Company (which may include the records of any transfer agent for the Series R
Preferred Stock or the Common Stock, as the case may be), or (iii) to such
other address as the Company or any such Holder, as the case may be, shall have
designated by notice similarly given.  (b)The Company
shall pay any and all stock transfer and documentary stamp taxes that may be
payable in respect of any issuance or delivery of shares of Series R
Preferred Stock or shares of Common Stock or other securities issued on account
of Series R Preferred Stock pursuant hereto or certificates representing
such shares or securities. The Company shall not, however, be required to pay
any such tax that may be payable in respect of any transfer involved in the
issuance or delivery of shares of Series R Preferred Stock or Common Stock
or other securities in a name other than that in which the shares of Series R
Preferred Stock with respect to which such shares or other securities are
issued or delivered were registered, or in respect of any payment to any Person
other than a payment to the registered holder thereof, and shall not be
required to make any such  31


issuance,
delivery or payment unless and until the Person otherwise entitled to such
issuance, delivery or payment has paid to the Company the amount of any such
tax or has established, to the satisfaction of the Company, that such tax has
been paid or is not payable.  THIRD: These Articles of
Amendment do not provide for an exchange, reclassification or cancellation of
any issued shares.  FOURTH: The date of these
Articles of Amendments adoption is December 17, 2007.  FIFTH: These Articles of
Amendment to the Amended and Restated Articles of Incorporation were duly
adopted by the Board of Directors of the Company.  SIXTH: No shareholder action was required.  32


EXECUTED
this 17th day of December, 2007.  WASHINGTON
  MUTUAL, INC.By:
  /s/
  Robert J. WilliamsName:
  Robert
  J. WilliamsTitle:
  Senior
  Vice President &Treasurer  [Articles of Amendment]


EXHIBIT A  FORM OF 7.75% SERIES R
NON-CUMULATIVE CONVERTIBLE PREFERRED STOCK  SEE REVERSE
FOR LEGEND  Number:
[ ]  [ ] Shares  CUSIP NO.: [ ]  WASHINGTON MUTUAL, INC.  FACE OF SECURITY  This certifies that Cede & Co. is the owner
of [   ] fully paid and nonassessable
shares of the 7.75% Series R Non-Cumulative Convertible Preferred Stock,
with no par value and a liquidation preference of $1,000 per share, of
Washington Mutual, Inc., a corporation organized and existing under the
laws of the State of Washington (the Company), transferable on the books
of the Company by the holder hereof in person or by duly authorized attorney,
upon surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are issued and shall be held subject to all the
provisions of the Amended and Restated Articles of Incorporation of the Company
and all amendments thereto and the Amended and Restated Bylaws (copies of which
are on file at the office of the Transfer Agent) to all of which the holder of
this Certificate by acceptance hereof assents. This Certificate is not valid
until countersigned by the Transfer Agent and registered by the Registrar.


IN WITNESS WHEREOF, the
Company has caused this Certificate to be duly executed.  WASHINGTON
  MUTUAL, INC.By:Name:Title::By:Name:Title:  Dated:  Countersigned
  and Registered
  Mellon Investor Services LLC
  Transfer Agent and RegistrarBy:Authorized
  Officer


REVERSE OF SECURITY  WASHINGTON MUTUAL, INC.  The shares of 7.75% Series R Non-Cumulative
Convertible Preferred Stock (the Series R
Preferred Stock) have
the preferences and privileges, conversion rights, dividend rights, liquidation
preferences and such other rights and qualifications, limitations and
restrictions as provided in the Articles of Amendment relating to the Series R
Preferred Stock (the Articles of Amendment), in addition
to those set forth in the Amended and Restated Articles of Incorporation of the
Company (and all amendments thereto) and the Amended and Restated Bylaws,
copies of which will be furnished by the Company to any holder without charge
upon request to the Transfer Agent named on the face of this Certificate.  The Series R Preferred Stock are convertible into
shares of common stock of the Company (Common Stock) at any time by
holders of the Series R Preferred Stock, as provided in the Articles of
Amendment. On or after December 18, 2012, the Company also has the right
to cause some or all of the Series R Preferred Stock to be converted into
the Common Stock, subject to certain conditions as provided in the Articles of
Amendment. The preceding description is qualified in its entirety by reference
to the Articles of Amendment, and the Companys Amended and Restated Articles
of Incorporation (and all amendments thereto) and the Amended and Restated
Bylaws, copies of which will be furnished by the Company to any holder without
charge upon request to the Transfer Agent named on the face of this
Certificate.  Upon written request to the Secretary at 1301 Second
Avenue, Seattle, Washington 98101, Attention: Corporate Secretary, the Company
will furnish the holder of this Certificate without charge the designations,
relative rights, preferences and limitations applicable to each class or series
of authorized stock and the variations in rights, preferences and limitations
determined for each series, and the authority of the Board of Directors to
determine variations for future classes or series.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC),
TO THE COMPANY OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.  TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE ARTICLES OF
AMENDMENT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND
OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


ASSIGNMENT  FOR VALUE RECEIVED,                                           
  HEREBY SELL, ASSIGN
  AND TRANSFER UNTO  Please
Insert Social Security or
Other Identifying Number of Assignee   (Please
Print or Typewrite Name and Address, Including Zip Code, of Assignee)   SHARES
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT   ATTORNEY
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.  DATED
  NOTICE:The
  Signature to this Assignment Must
  Correspond with the Name As Written Upon
  the Face of the Certificate in Every
  Particular, Without Alteration or
  Enlargement or Any Change Whatever.SIGNATURE
  GUARANTEED(Signature
  Must Be Guaranteed by a Member
  of a Medallion Signature Program)


ARTICLES OF
AMENDMENT  OF WASHINGTON
MUTUAL, INC.  (Series N Perpetual
Non-cumulative Fixed-to-Floating Rate Preferred Stock)  Pursuant to the provisions
of Chapter 23B.10 and Section 23B.06.020 of the Revised Code of
Washington, the undersigned officer of Washington Mutual, Inc. (the Company),
a corporation organized and existing under the laws of the State of Washington,
does hereby submit for filing these Articles of Amendment to the Companys
Amended and Restated Articles of Incorporation:  FIRST: The name of the Company is Washington Mutual, Inc.  SECOND: 1,000 shares of the
authorized preferred stock of the Company are hereby designated Series N
Perpetual Non-cumulative Fixed-to-Floating Rate Preferred Stock.  The preferences,
limitations, voting powers and relative rights of the Series N Perpetual
Non-cumulative Fixed-to-Floating Rate Preferred Stock are as follows:  DESIGNATION  Section 1.Designation. There is hereby created
out of the authorized and unissued shares of preferred stock of the Company a
series of preferred stock designated as the Series N Perpetual
Non-cumulative Fixed-to-Floating Rate Preferred Stock (the Series N
Preferred Stock). The number of shares constituting such series shall be
1,000. The Series N Preferred Stock shall have no par value per share and
the liquidation preference of the Series N Preferred Stock shall be
$1,000,000.00 per share. Shares of the Series N Preferred Stock shall be
issued if and only if a Conditional Exchange occurs.  Section 2.Ranking.  The Series N Preferred Stock will, with respect
to dividend rights and rights on liquidation, winding-up and dissolution, rank (i) on
a parity with the Companys Series I Perpetual Non-cumulative
Fixed-to-Floating Rate Preferred Stock (the Series I Preferred Stock),
the Companys Series J Perpetual Non-cumulative Fixed Rate Preferred Stock
(the Series J Preferred Stock), the Companys Series K Perpetual
Non-Cumulative Floating Rate Preferred Stock (the Series  K Preferred
Stock), the Companys Series L Perpetual Non-cumulative Fixed-to-Floating
Rate Preferred Stock (the Series L Preferred Stock), the Companys Series M
Perpetual Non-cumulative Fixed-to-Floating Rate Preferred Stock (the Series M
Preferred Stock) and with each other class or series of preferred stock
established after the Designation Date by the Company the terms of which
expressly provide that such class or series will rank on a parity with the Series N
Preferred Stock as to dividend rights and rights on liquidation, winding-up and
dissolution of the Company (collectively referred to as Parity Securities)
and (ii) senior to the Companys common stock (the Common Stock), the
Companys Series RP Preferred Stock and each other class of capital stock
outstanding or


established
after the Designation Date by the Company the terms of which do not expressly
provide that it ranks on a parity with or senior to the Series N Preferred
Stock as to dividend rights and rights on liquidation, winding-up and
dissolution of the Company (collectively referred to as Junior Securities).
The Company has the right to authorize and/or issue additional shares or series
of Junior Securities and Parity Securities without the consent of the holders
of the Series N Preferred Stock.  Section 3.Definitions. Unless the
context or use indicates another meaning or intent, the following terms shall
have the following meanings, whether used in the singular or the plural:  (a)3-Month USD
LIBOR means, with respect to any Dividend Period, a rate determined on the
basis of the offered rates for three-month U.S. dollar deposits of not less
than a principal amount equal to that which is representative for a single
transaction in such market at such time, commencing on the first day of such
Dividend Period, which appears on Reuters Screen LIBOR01 Page as of
approximately 11:00 a.m., London time, on the LIBOR Determination Date for
such Dividend Period. If on any LIBOR Determination Date no rate appears on
Reuters Screen LIBOR01 Page as of approximately 11:00 a.m., London
time, the Company or an affiliate of the Company on behalf of the Company will
on such LIBOR Determination Date request four major reference banks in the
London interbank market selected by the Company to provide the Company with a
quotation of the rate at which three-month deposits in U.S. dollars, commencing
on the first day of such Dividend Period, are offered by them to prime banks in
the London interbank market as of approximately 11:00 a.m., London time,
on such LIBOR Determination Date and in a principal amount equal to that which
is representative for a single transaction in such market at such time. If at
least two such quotations are provided, 3-Month USD LIBOR for such Dividend
Period will be the arithmetic mean (rounded upward if necessary to the nearest
..00001 of 1%) of such quotations as calculated by the Company. If fewer than
two quotations are provided, 3-Month USD LIBOR for such Dividend Period will be
the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%)
of the rates quoted as of approximately 11:00 am., New York time, on the first
day of such Dividend Period by three major banks in New York City, New York
selected by the Company for loans in U.S. dollars to leading European banks,
for a three-month period commencing on the first day of such Dividend Period
and in a principal amount of not less than $1,000,000.  (b)Business
Day means any day other than a Saturday, Sunday or any other day on which
banks in New York City, New York, or Seattle, Washington are generally required
or authorized by law to be closed.  (c)Common
Stock has the meaning set forth in Section 2.  (d)Company
means Washington Mutual, Inc., a Washington corporation.  (e)Comparable
Treasury Issue means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the term
remaining to the Dividend Payment Date in December 2017 that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of perpetual preferred securities having similar
terms as the Series N Preferred Stock with respect to the payment of
dividends and distributions of assets upon liquidation, dissolution or
winding-up of the issuer of such preferred stock.  2


(f)Comparable
Treasury Price means with respect to any Redemption Date the average of
the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.  (g)Conditional
Exchange means the automatic exchange of the Trust Securities into
depositary shares representing an interest in the Series N Preferred Stock
which occurs upon the written direction of the OTS upon or after the occurrence
of an Exchange Event.  (h)Delaware Preferred Securities means
the Fixed-to-Floating Rate Perpetual Non-cumulative Preferred Securities, Series 2007-B,
liquidation preference $1,000 per security, issued or to be issued by
Washington Mutual Preferred Funding LLC, a Delaware limited liability company.  (i)Designation
Date means October 25, 2007.  0)Dividend
Payment Date has the meaning set forth in Section 4(b).  (k)Dividend Period has
the meaning set forth in Section 4{b).  (I)Exchange
Event means the occurrence of any one of the following at a time as the
Trust Securities are issued and outstanding:  (i)WMB becomes undercapitalized under the Prompt Corrective Action Regulations;  (ii)WMB is placed into conservatorship or
receivership; or  (iii)the OTS, in its sole
discretion, directs an exchange of the Trust Securities into depositary shares
representing an interest in the Series N Preferred Stock in anticipation
of WMB becoming undercapitalized under the Prompt Corrective Action Regulations
or of the OTS taking any supervisory action that limits the payment of
dividends by WMB.  (m)Independent
Investment Banker means an independent investment banking institution of
national standing appointed by the Company.  (n)Junior Securities has the meaning
set forth in Section 2.  (o)LIBOR Business Day means any day on
which commercial banks are open for general business (including dealings in
deposits in U.S. dollars) in London.  (p)LIBOR Determination Date means, as
to each Dividend Period, the date that is two LIBOR Business Days prior to the
first day of such Dividend Period.  (q)OTS means the Office of Thrift Supervision
or any successor regulatory entity.  (r)Parity Securities has the meaning
set forth in Section 2.  (s)Primary Treasury Dealer has the
meaning set forth in Section 3(x).  3


(t)Prompt Corrective Action Regulation
means 12 C.F.R. Part 565 as in effect from time to time, or any successor
regulation.  (u)Rating Agencies means, at any time,
Standard & Poors Rating Services, a Division of the McGraw-Hill
Companies, Inc., Moodys Investors Service, Inc. and Fitch, Inc.,
but only in the case of each such agency if it is rating the relevant security,
including the Delaware Preferred Securities at the relevant time or, if none of
them is providing a rating for the relevant security, including the Delaware
Preferred Securities at such time, then any nationally
recognized statistical rating organizationas that phrase is
defined for purposes of Rule 436(g)(2) under the Securities Act of
1933, as amended, which is rating such relevant security.  (v)A Rating Agency Event occurs when
the Company reasonably determines that an amendment, clarification or change
has occurred in the equity criteria for securities such as the Delaware
Preferred Securities of any Rating Agency that then publishes a rating for the
Company which amendment, clarification or change results in a lower equity
credit for the Company than the respective equity credit assigned by such
Rating Agency to the Delaware Preferred Securities on the Designation Date.  (w)Redemption
Date means any date that is designated by the Company in a notice of
redemption delivered pursuant to Section 7.  (x)Reference Treasury Dealer means each
of the three primary U.S. government securities dealers (each, a Primary
Treasury Dealer), as specified by the Company; provided that if any
Primary Treasury Dealer as specified by the Company ceases to be a Primary
Treasury Dealer, the Company will substitute for such Primary Treasury Dealer
another Primary Treasury Dealer and if the Company fails to select a substitute
within a reasonable period of time, then the substitute will be a Primary
Treasury Dealer selected by the Independent Investment Banker after
consultation with the Company.  (y)Reference Treasury Dealer Quotations
means, with respect to the Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed, in each case, as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.  (z)A Regulatory Capital Event occurs
when the Company determines, based upon receipt of an opinion of counsel, that
there is a significant risk that the Delaware Preferred Securities will no
longer constitute core capital of WMB for purposes of the capital adequacy
regulations issued by the OTS as a result of a change in applicable laws,
regulations or related interpretations after issuance of the Delaware Preferred
Securities.  (aa)Reuters Screen LIBOR01
Page means the display so designated on the Reuters 3000 Xtra (or such
other page as may replace that page on that service, or such other
service as may be nominated as the information vendor, for the purpose of
displaying rates comparable to the London Interbank Offered rate for U.S.
dollar deposits).  (bb)Series I Preferred
Stock has the meaning set forth in Section 2.  (cc)Series J Preferred
Stock has the meaning set forth in Section 2.  4


(dd)Series K Preferred
Stock has the meaning set forth in Section 2.  (ee)Series L Preferred
Stock has the meaning set forth in Section 2.  (ff)Series M
Preferred Stock has the meaning set forth in Section 2.  (gg)Series N Preferred
Stock has the meaning set forth in Section 1.  (hh)Ten-Year
Date means the Dividend Payment Date in December 2017, and the Dividend
Payment Date of each tenth succeeding year (i.e., December 2027, December 2037,
etc.) assuming in each case that the Series N Preferred Stock has been
issued.  (ii)Treasury
Rate means the rate per year equal to the quarterly equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for the relevant Redemption Date. The
Treasury Rate will be calculated on the third Business Day preceding the
relevant Redemption Date.  (jj)Trust
Securities means the Fixed-to-Floating Rate Perpetual Non-cumulative Trust
Securities, liquidation preference $100,000 per security, issued by Washington
Mutual Preferred Funding Trust IV, a Delaware statutory trust.  (kk)Voting Parity Securities
has the meaning set forth in Section 8(b).  (II)WMB means
Washington Mutual Bank, a federal savings association and a subsidiary of the
Company, or its successor.  Section 4.Dividends.  (a)Holders of
shares of Series N Preferred Stock shall be entitled to receive, when, as
and if declared by the Board of Directors, out of the funds legally available
therefor, non-cumulative cash dividends in the amount determined as set forth
in Section 4(c), and no more.  (b)Subject to Section 4(a),
dividends shall be payable in arrears on March 15, June 15, September 15
and December 15 of each year commencing on the first such day after the
issuance of the Series N Preferred Stock or, in each case, if any such day
is not a Business Day, the next Business Day (each, a Dividend Payment Date).
Each dividend will be payable to holders of record as they appear on the stock
books of the Company on the first day of the month in which the relevant
Dividend Payment Date occurs or, if such date is not a Business Day, the first
Business Day of such month. Each period from and including a Dividend Payment
Date (or the date of the issuance of the Series N Preferred Stock) to but
excluding the following Dividend Payment Date (or the Redemption Date) is
herein referred to as Dividend Period, except that, if the Series N
Preferred Stock is outstanding on December 15, 2017, the Dividend Period
ending in December 2017 shall be to but excluding December 15, 2017
(whether or not a Business Day) and the Dividend Period ending in March 2018
shall commence on December 15, 2017 (whether or not a Business Day).  (c)If the date of
issuance of the Series N Preferred Stock is prior to the day immediately
preceding December 15, 2017, or if December 15, 2017 is not a
Business Day, the  5


first Business Day after December 15, 2017, then from such date of
issuance to but not including December 15, 2017 (whether or not a Business
Day), dividends, if, when and as declared by the Board of Directors, will be,
for each outstanding share of Series N Preferred Stock, at an annual rate
of 9.75% on the per share liquidation preference of the Series N Preferred
Stock. From the later of the (i) December 15, 2017 and (ii) the
date of issuance of the Series N Preferred Stock, dividends, if, when and
as declared by the Board of Directors, will be, for each outstanding share of Series N
Preferred Stock, at an annual rate on the per share liquidation preference of
the Series N Preferred Stock equal to 3-Month USD LIBOR for the related
Dividend Period plus 4.723%. Dividends payable for any Dividend Period greater
or less than a full Dividend Period will be computed on the basis of twelve
30-day months, a 360-day year, and the actual number of days elapsed in the
period if such Dividend Period ends in or prior to December 2017;
thereafter dividends payable for any period greater or less than a full
dividend period will be computed on the basis of the actual number of days in
the relevant period divided by 360. No interest will be paid on any dividend
payment of the Series N Preferred Stock.  (d)Dividends on
the Series N Preferred Stock are non-cumulative. If the Board of Directors
does not declare a dividend on the Series N Preferred Stock or declares
less than a full dividend in respect of any Dividend Period, the holders of the
Series N Preferred Stock will have no right to receive any dividend or a
full dividend, as the case may be, for the Dividend Period, and the Company
will have no obligation to pay a dividend or to pay full dividends for that
Dividend Period, whether or not dividends are declared and paid for any future
Dividend Period with respect to the Series N Preferred Stock or the Common
Stock or any other class or series of the Companys preferred stock.  (e)If full
dividends on all outstanding shares of the Series N Preferred Stock for
any Dividend Period have not been declared and paid, the Company shall not
declare or pay dividends with respect to, or redeem, purchase or acquire any
of, its equity capital securities during the next succeeding Dividend Period,
except dividends in connection with the Series RP Preferred Stock or other
shareholders rights plan, if any, or dividends in connection with benefit
plans.  Section 5.Liquidation.  (a)In the event the Company
voluntarily or involuntarily liquidates, dissolves or winds up, the holders of Series N
Preferred Stock at the time outstanding shall be entitled to receive liquidating
distributions in the amount of $1,000,000 per share of Series N Preferred
Stock, plus an amount equal to any declared but unpaid dividends thereon for
the current Dividend Period to and including the date of such liquidation, out
of assets legally available for distribution to its shareholders, before any
distribution of assets is made to the holders of Common Stock or any securities
ranking junior to the Series N Preferred Stock. After payment of the full
amount of such liquidating distributions, the holders of Series N
Preferred Stock will not be entitled to any further participation in any
distribution of assets by, and shall have no right or claim to any remaining
assets of, the Company.  (b)In the event the assets of
the Company available for distribution to shareholders upon any liquidation,
dissolution or winding-up of the affairs of the Company, whether voluntary or
involuntary, shall be insufficient to pay in full the amounts payable with
respect to all outstanding shares of the Series N Preferred Stock and the
corresponding amounts payable on any other securities of equal ranking, the
holders of Series N Preferred  6


Stock and the holders of such other securities of
equal ranking shall share ratably in any distribution of assets of the Company
in proportion to the full respective liquidating distributions to which they
would otherwise be respectively entitled.  Section 6.Maturity. The Series N
Preferred Stock shall be perpetual unless redeemed by the Company in accordance
with Section 7.  Section 7.Redemptions.  (a)The Series N
Preferred Stock shall not be redeemable at the option of the holders at any
time.  (b)The Series N
Preferred Stock shall be redeemable at the option of the Company in any of the
following circumstances:  (i)in whole but
not in part, prior to the Dividend Payment Date in December, 2017 upon the
occurrence of a Regulatory Capital Event or a Rating Agency Event, at a cash
redemption price equal to the sum of:  (A)the greater of:  (1)$1,000,000 per
share of Series N Preferred Stock and  (2)The sum of the
present value of $1,000,000 per share of Series N Preferred Stock,
discounted from the Dividend Payment Date in December, 2017 to the Redemption
Date, and the present values of all undeclared dividends for each Dividend
Period from the Redemption Date to and including the Dividend Payment Date in
December, 2017 discounted from their applicable Dividend Payment Dates to the
Redemption Date, in each case on a quarterly basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate, as calculated by an
Independent Investment Banker, plus 1.00%;
plus  (B)any declared
but unpaid dividends to the Redemption Date;  (ii)in whole but not in part, on
any Dividend Payment Date prior to the Dividend Payment Date in December, 2017
for any reason other than the occurrence of a Rating Agency Event or a
Regulatory Capital Event, at a cash redemption price equal to:  (A)the greater of:  (1)$1,000,000 per
share of Series N Preferred Stock, or  (2)the sum of the
present value of $1,000,000 per share of Series N Preferred Stock
discounted from the Dividend Payment Date in December, 2017 to the Redemption
Date, and the present values of all undeclared dividends for the Dividend
Periods from the Redemption Date to and including the Dividend Payment Date in  7


December, 2017, discounted from their applicable
Dividend Payment Dates to the Redemption Date, in each case on a quarterly
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, as calculated by an Independent Investment Banker, plus 0.75%; plus  (B)any declared
but unpaid dividends to the Redemption Date;  (iii)in whole but
not in part, on any Dividend Payment Date after the Dividend Payment Date in
December, 2017 that is not a Ten-Year Date, upon the occurrence of a Regulatory
Capital Event or a Rating Agency Event, at a cash redemption price equal to
$1,000,000 per share of Series N Preferred Stock, plusany declared and unpaid dividends to
the Redemption Date;  (iv)in whole or in
part, on each Dividend Payment Date that is a Ten-Year Date, at a cash
redemption price of $1,000,000 per share of Series N Preferred Stock, plusany declared and unpaid dividends to
the Redemption Date; and  (v)in whole but
not in part, on any Dividend Payment Date after the Dividend Payment Date in
December, 2017 that is not a Ten-Year Date for any reason other than the
occurrence of a Rating Agency Event or a Regulatory Capital Event, at a cash
redemption price equal to:  (A)the greater of:  (1)$1,000,000 per
share of Series N Preferred Stock, or  (2)the sum of the
present value of $1,000,000 per share of Series N Preferred Stock,
discounted from the next succeeding Ten-Year Date to the Redemption Date, and
the present values of all undeclared dividends for the Dividend Periods from
the Redemption Date to and including the next succeeding Ten-Year Date,
discounted from their applicable Dividend Payment Dates to the Redemption Date,
in each case on a quarterly basis (assuming a 360-day year consisting of twelve 30-day
months) at the 3-Month USD LIBOR Rate applicable to the Dividend Period
immediately preceding such Redemption Date (which 3-Month USD LIBOR Rate will
also, for the purposes of calculating such redemption price, be the rate used
in calculating the amount for each undeclared dividend), as calculated by an
Independent Investment Banker; plus  (B)any declared
but unpaid dividends to the Redemption Date;  in each case, without accumulation of any undeclared dividends with
respect to Dividend Payment Dates prior to the Redemption Date.  (c)Dividends will cease to
accrue on the Series N Preferred Stock called for redemption on and as of
the date fixed for redemption and such Series N Preferred Stock will be
deemed to cease to be outstanding, providedthat
the redemption price, including any authorized and declared but unpaid
dividends for the current Dividend Period, if any, to the Redemption Date, has
been duly paid or provision has been made for such payment.  8


(d)In the case of
any redemption under this Section 7, notice shall be mailed to each holder
of record of the Series N Preferred Stock, not less than 30 nor more than
60 days prior to the Redemption Date specified in such notice; provided,
however, that a longer minimum notice may be agreed to by the Company,
including in a deposit agreement relating to depositary shares representing
interests in the Series N Preferred Stock. The notice of redemption shall
include a statement of (i) the Redemption Date, (ii) the redemption
price, and (iii) the number of shares to be redeemed.  (e)Any shares of Series N
Preferred Stock redeemed pursuant to this Section 7 or otherwise acquired
by the Company in any manner whatsoever shall become authorized but unissued
preferred shares of the Company but such preferred shares shall not under any
circumstances be reissued as Series N Preferred Shares. The Company shall
from time-to-time take such appropriate action as may be necessary to reduce
the authorized number of shares of Series N Preferred Stock accordingly.  Section 8.Voting Rights.  (a)Holders of the Series N
Preferred Stock will not have any voting rights, including the right to elect
any directors, except (i) voting rights, if any, required by law, and (ii) voting
rights, if any, described in this Section 8.  (b)Holders of the Series N
Preferred Stock will in the circumstances to the extent set forth in this Section 8(b),
have the right to elect two directors.  (i)If after the
issuance of the Series N Preferred Stock the Company fails to pay, or
declare and set aside for payment, full dividends on the Series N
Preferred Stock or any other class or series of Parity Securities having
similar voting rights (Voting Parity Securities) for six Dividend Periods or
their equivalent, the authorized number of the Companys directors will be
increased by two. Subject to compliance with any requirement for regulatory
approval of, or non-objection to, persons serving as directors, the holders of Series N
Preferred Stock, voting together as a single and separate class with the
holders of any outstanding Voting Parity Securities, will have the right to
elect two directors in addition to the directors then in office at the Companys
next annual meeting of shareholders. This right will continue at each
subsequent annual meeting until the Company pays dividends in full on the Series N
Preferred Stock and any Voting Parity Securities for three consecutive Dividend
Periods or their equivalent and pays or declares and sets aside for payment
dividends in full for the fourth consecutive Dividend Period or its equivalent
or, if earlier, upon the redemption of all Series N Preferred Stock.  (ii)The term of such additional
directors will terminate, and the total number of directors will be decreased
by two, at such time as the Company pays dividends in full on the Series N
Preferred Stock and any Voting Parity Securities for three consecutive Dividend
Periods or their equivalent and declares and pays or sets aside for payment
dividends in full for the fourth consecutive Dividend Period or its equivalent
or, if earlier, upon the redemption of all Series N Preferred Stock. After
the term of such additional directors terminates, the holders of the Series N
Preferred Stock will not be entitled to elect additional directors unless full
dividends on the Series N Preferred Stock have again not been paid or
declared and set aside for payment for six future Dividend Periods.  9


(iii)Any additional
director elected by the holders of the Series N Preferred Stock and the
Voting Parity Securities may only be removed by the vote of the holders of
record of the outstanding Series N Preferred Stock and Voting Parity
Securities, voting together as a single and separate class, at a meeting of the
Company shareholders called for that purpose. Any vacancy created by the
removal of any such director may be filled only by the vote of the holders of
the outstanding Series N Preferred Stock and Voting Parity Securities,
voting together as a single and separate class.  (c)So long as any
shares of Series N Preferred Stock are outstanding, the vote or consent of
the holders of at least 66 2/3% of the shares of Series N Preferred Stock
at the time outstanding, voting as a class with all other classes and series of
Parity Securities upon which like voting rights have been conferred and are
exercisable, given in person or by proxy, either in writing without a meeting
or by vote at any meeting called for the purpose, will be necessary for
effecting or validating any of the following actions, whether or not such
approval is required by Washington law:  (i)any amendment,
alteration or repeal of any provision of the Companys Amended and Restated
Articles of Incorporation (including the Articles of Amendment creating the Series N
Preferred Stock) or the Companys bylaws that would alter or change the voting
powers, preferences or special rights of the Series N Preferred Stock so
as to affect them adversely;  (ii)any amendment
or alteration of the Companys Amended and Restated Articles of Incorporation
to authorize or create, or increase the authorized amount of, any shares of, or
any securities convertible into shares of, any class or series of the Companys
capital stock ranking prior to the Series N Preferred Stock in the payment
of dividends or in the distribution of assets on any liquidation, dissolution
or winding up of the Company; or  (iii)the
consummation of a binding share exchange or reclassification involving the Series N
Preferred Stock or a merger or consolidation of the Company with another
entity, except that holders of Series N Preferred Stock will have no right
to vote under this provision or under §23B.11.035 of the Revised Code of
Washington or otherwise under Washington law if in each case (x) the Series N
Preferred Stock remains outstanding or, in the case of any such merger or
consolidation with respect to which the Company is not the surviving or
resulting entity, is converted into or exchanged for preference securities of
the surviving or resulting entity or its ultimate parent, and (y) such Series N
Preferred Stock remaining outstanding or such preference securities, as the
case may be, have such rights, preferences, privileges and voting powers, taken
as a whole, as are not materially less favorable to the holders thereof than
the rights, preferences, privileges and voting powers of the Series N
Preferred Stock, taken as a whole;  provided, however,that any increase in the
amount of the authorized or issued Series N Preferred Stock or authorized
preferred stock or the creation and issuance, or an increase in the authorized
or issued amount, of other series of preferred stock ranking equally with
and/or junior to the Series N Preferred Stock with respect to the payment
of dividends (whether such dividends are cumulative or non-cumulative) and/or
the distribution of assets upon the Companys liquidation, dissolution or
winding up will not be deemed to adversely affect the voting powers,
preferences or special rights of the Series N Preferred stock and,
notwithstanding §23B.10.040(1)(a), (e) or (f) of the Revised Code of
Washington or any other provision of Washington law, holders of Series N
Preferred Stock will have no right to vote on such an increase, creation or
issuance.  10


(d)If an
amendment, alteration, repeal, share exchange, reclassification, merger or
consolidation described above would adversely affect one or more but not all
series of preferred stock with like voting rights (including the Series N
Preferred Stock for this purpose), then only the series affected and entitled
to vote shall vote as a class in lieu of all such series of preferred stock.  Section 9.Certificates. The Company
may at its option issue the Series N Preferred Stock without certificates.  THIRD: This amendment does
not provide for an exchange, reclassification or cancellation of any issued
shares.  FOURTH: The date of this amendments adoption is October 24,
2007.  FIFTH: This amendment to the Amended and Restated
Articles of Incorporation was duly adopted by the Board of Directors of the
Company.  SIXTH: No shareholder action was required.  11


EXECUTED
this 24th day of October, 2007.  WASHINGTON
  MUTUAL, INC.By:
  /s/
  Peter FreilingerName:
  Peter FreilingerTitle:
  Senior Vice President  12