Exhibit 10.2(b)  WASHINGTON MUTUAL, INC.  STOCK OPTION AGREEMENT (4-Year Vesting with Stock Price
Performance Criteria)  Washington Mutual, Inc.
(the Company), by action of the
Board and approval of its shareholders, established the Washington Mutual, Inc.
Amended and Restated 2003 Equity Incentive Plan (the Plan).  The Participant is employed by the Company or
a Related Company (or in the case of a Nonqualified Stock Option, the
Participant is an employee, director, consultant, agent, advisor or independent
contractor of the Company or a Related Company) and the Company desires to
encourage the Participant to own Common Stock for the purposes stated in Section 1
of the Plan.  In consideration of the
foregoing, the parties have entered into this Stock Option Agreement (this Agreement) to govern the terms of
the Option (as defined below) granted by the Company.Defined terms in the Plan shall have the same meaning
in this Agreement, except where the context otherwise requires.  1.Grant of Option  1.1 Grant of Stock Options  On the grant date (the Grant Date) set forth in the paper or electronic Notice
of Grant (Notice of Grant) provided to
the Participant named therein, the Company has granted to the Participant a
right to purchase up to the number of shares of the Companys Common Stock at
the purchase price per share (the Exercise Price), each as adjusted from time
to time pursuant to Section 15 of the Plan, set forth in the Notice of
Grant, which right shall be subject to the terms and conditions set forth in
the Notice
of Grant, this Agreement, and the Plan (as amended from time to time)
(the Option).  1.2 Acceptance of Stock Options  The Participant shall not be entitled to any of the benefits under this
Option unless and until the Participant accepts the Option grant through the
electronic grant notification system maintained by or on behalf of the Company
or by signing and returning to the Company (at the address set forth in
Paragraph 14.1) the paper Notice of Grant, in each case, no later than
the 90th day following the Grant Date.  If the Participant fails
to accept the Award as specified in this Paragraph 1.2 within the 90-day period
immediately following the Grant Date, the Award shall terminate without
consideration and be deemed cancelled upon the expiration of such 90-day period,
unless the Committee determines, in its sole discretion, that any delay was for
good cause (including the death, disability or other incapacitation of the
Participant).  By accepting the Option
grant, the Participant irrevocably agreeson behalf of the Participant and the
Participants successors and permitted assigns to all of the terms and
conditions of the Option as set forth in or pursuant to the Notice of Grant,
this Agreement, and the Plan (as such may be amended from time to time).  1


2.Exercisability;
Notice of Exercise  (a)           The Option shall not
be exercisable as of the Grant Date. 
After the Grant Date,to the extent not previously exercised and provided that the Participant has not experienced a Termination of
Service, and has timely accepted the Grant pursuant to Paragraph 1.2,
the Option shall become vested and
exercisable on the Vesting Date specified below with respect to a number of
shares of Common Stock (rounded to the nearest whole share) equal to the
percentage of the total number of shares subject to the Option in accordance
with the following schedule:  Vesting Date
  
  Stock Price Performance
  Criteria
  
  Percent (%) of Option
  Shares Vested &
  ExercisableLater of January 22, 2011 and the date of the achievement of the
  Stock Price Performance Criteria
  
  The Companys
  stock price closing on the New York Stock Exchange at a price for 15
  consecutive trading days that is equal to or greater than $26.00 per share
  
  50
  %Later of January 22, 2012 and the date of achievement of the Stock
  Price Performance Criteria
  
  The Companys
  stock price closing on the New York Stock Exchange at a price for 15
  consecutive trading days that is equal to or greater than $35.00 per share
  
  100
  %  (b)The vesting period and/or exercisability
of the Option set forth in Paragraph 2(a) may be adjusted by the Committee
to reflect the decreased level of employment during any period in which the
Participant is on an approved leave of absence or is employed on a less than
full time basis.  Notwithstanding
anything to the contrary in this Paragraph 2, the Option shall be subject to earlier acceleration of exercisability
and/or expiration of the Option as otherwise provided in any other
written agreement between the Participant and the Company or a Related Company
and, to the extent not inconsistent with any such written agreement, as expressly provided elsewhere in this Agreement
and under the Plan (for example, in connection with a Company Transaction under
Section 15.3 of the Plan).  (c)           To the extent then
exercisable, the Option may be exercised, from time to time prior to its
expiration, in whole or in part by notifying the Company or its designee of
such exercise in such manner as the Company may from time to time require,
which notice shall specify the number of shares of Common Stock for which the
Option is to be exercised and be accompanied by evidence satisfactory to the
Committee of such persons right to exercise the Option if the person
exercising the Option is not the Participant, and which notice shall provide
for payment of the Option Exercise Price in accordance with Section 7.5 of
the Plan.  2


(d)           In the event, at any
time or from time to time, a stock dividend, stock split, spin-off, combination
or exchange of shares, recapitalization, merger, consolidation, distribution to
shareholders other than a normal cash dividend, or other change in the Companys
corporate or capital structure results in (a) the outstanding shares of
Common Stock, or any securities exchanged therefore or received in their place,
being exchanged for a different number or kind of securities of the Company or
any other company or (b) new, different or additional securities of the
Company or any other company being received by the holders of shares of Common
Stock, then the Committee shall make proportional adjustments in the Stock
Price Performance Criteria set forth in Paragraph 2(a).  3.Non-Transferability
of Option  Except as provided in Section 14 of the Plan, the Option is not
transferable and the Participant may not make any disposition of the Option or
any interest therein.  (Section 14
of the Plan permits transfers by will and by the laws of descent and
distribution and permits the Participant to designate one or more beneficiaries
on a Company-approved form who can exercise an Option following the Participants
death.  The Committee, in its sole
discretion, may also permit the Participant to assign or transfer an Option, to
the extent permitted under the Plan.)  As
used herein, disposition means any sale, transfer, encumbrance, gift,
donation, assignment, pledge, hypothecation, or other disposition, whether
similar or dissimilar to those previously enumerated, whether voluntary or
involuntary, and whether during the Participants lifetime or upon or after the
Participants death, including, but not limited to, any disposition by
operation of law, by court order, by judicial process, or by foreclosure, levy,
or attachment.  Any attempted disposition
in violation of this Paragraph 3 and Section 14 of the Plan shall be
void.  4.Status of
Participant  The Participant shall not be deemed a shareholder of the Company with
respect to any of the shares of Common Stock subject to the Option, except to
the extent that such shares shall have been purchased and transferred to him or
her.  The Company shall not be required
to issue or transfer any certificates for shares of Common Stock purchased upon
exercise of the Option until all applicable requirements of law have been
complied with and such shares shall have been duly listed on any securities
exchange on which the Common Stock may then be listed.  5.No Effect on
Capital Structure  The Option shall not affect the right of the Company or any Related
Company to reclassify, recapitalize or otherwise change its capital or debt
structure or to merge, consolidate, convey any or all of its assets, dissolve,
liquidate, windup, or otherwise reorganize.  6.Exercisability and
Expiration of Option  The right to purchase Common Stock under the Option shall expire on the
date specified in the Notice of Grant, which is seven years from the Grant
Date, provided however, that upon a Termination of Service the Option shall
expire on the earlier of such date and (unless a later date is otherwise
expressly providedin
any other written agreement  3


between the Participant and the Company or a Related Company) the date described below in this Paragraph 6 and
as otherwise provided under the Plan (for example, in connection with a Company
Transaction under Section 15.3 of the Plan).  (a)           Termination of
Service without Cause.Upon a Termination of Service without Cause, (i)any part of the Option that is
unexercisable as of such termination date shall remain unexercisable and shall
terminate as of such date, and (ii) the
Participant shall have the right for 12 months after the date of such
Termination of Service to exercise only that portion of the Option that has
become exercisable as of the date of such Termination of Service, and
thereafter the Option shall terminate and cease to be exercisable.  (b)Termination of Service for Cause.Upon a Termination of Service
for Cause, the portion, if any, of the Option that remains unexercised at the
time the Participant is notified of such Termination of Service shall terminate
and cease to be exercisable as of such time.  (c)           Retirement
as Employee or Director.Upon a Termination
of Service for any reason other than for Cause, at or after age 55 with ten
years of service as an employee or with five years of service as a member of
the Board of Directors, the Participant shall have the right, until the fifth
anniversary of the date of such Termination of Service, to exercise only the
portion of the Participants Option that has become exercisable as of the date
of such Termination of Service, and thereafter the Option shall terminate and
cease to be exercisable.  Notwithstanding
the foregoing, upon a Termination of Service for any reason other than for
Cause, at or after age 65 (age 72 for Board directors), the Option shall become
exercisable in full as of the date of such Termination of Service and the
Participant shall have the right for 12 months after the date of such
Termination of Service (or until the fifth anniversary of the date of such
Termination of Service, in the case of a Participant with ten years of service
as an employee or with five years of service as a member of the Board of
Directors) to exercise the Option. 
Thereafter, the Option shall terminate and cease to be exercisable.  (d)Disability.Upon
a Termination of Service by reason of Disability, (i) the Option shall
become exercisable in full as of the date of such Termination of Service and (ii) the
Participant shall have the right for 12 months after the date of such
Termination of Service to exercise the Option. 
Thereafter, the Option shall terminate and cease to be exercisable.  (e)           Death.Upon a Termination of Service by
reason of death, (i) the Option shall become exercisable in full as of the
date of such Termination of Service and (ii) the Option shall be
exercisable by the Participants legal representatives, heirs, legatees, or
distributees for 12 months after the date of such Termination of
Service.  Thereafter, the Option shall
terminate and cease to be exercisable. 
Notwithstanding the foregoing,if a Participant dies after a Termination of Service  but while an Option is otherwise
exercisable, the portion of the Option that is exercisable as of the date of
such Termination of Service shall expire 12
months after the date of death, unless the Committee determines
otherwise.  4


The Participants attention is directed to the
discussion in Paragraph 8 below of the potential loss of incentive stock
option tax treatment if an Incentive Stock Option is exercised more than three (3) months
after the Participant ceases to be employed by the Company or a Related Company.  It is the Participants responsibility to be aware of
the date the Option terminates.  7.Committee Authority  Any question concerning the interpretation of this Agreement or the Plan,
any adjustments required to be made under the Plan, and any controversy that
may arise under the Plan or this Agreement shall be determined by the Committee(including any person(s) to
whom the Committee has delegated its authority) in its sole and absolute
discretion. 
Such decision by the Committee shall be final and binding.  8.Stock Option Tax
Treatment  (a)          To the extent that the Notice of Grant specifies that the
Option is intended to be treated as a Nonqualified Stock Option, the Option
shall not be subject to tax treatment as an Incentive Stock Option.  To the extent that the Notice of Grant
specifies that the Option is intended to be treated as an Incentive Stock
Option, the Option is intended to qualify to the greatest extent possible as an
incentive stock option within the meaning of Section 422 of the Code, and
shall be so construed; provided, however, that nothing in the Notice of Grant,
this Agreement or the Plan shall be interpreted as a representation, guarantee
or other undertaking on the part of the Company that the Option is or will be
determined to qualify as an Incentive Stock Option.  Moreover, the Code provides that Option shares do not qualify for
incentive stock option treatment if and to the extent that (i) the
aggregate Exercise Price for shares that could be purchased under the Option in
the year the Option first became exercisable as to such shares, plus (ii) the
aggregate exercise price for shares under any of the Participants other
concurrently or previously granted incentive stock options that first became
exercisable in that same calendar year, exceeds $100,000.  Therefore, notwithstanding anything to the
contrary herein, if and to the extent that any shares are issued under a
portion of this Option that exceeds the foregoing $100,000 limitation, such
shares shall not be treated as issued under an incentive stock option. In such an event, the Participant shall be
subject to the tax withholding provisions of Section 13 of the Plan for
the portion of the Option that is not an Incentive Stock Option, and to all
other Plan provisions that apply to Nonqualified Stock Options with respect to
such portion of the Option.  To
the maximum extent possible, the portion of an Option intended to qualify as an
Incentive Stock Option that expires upon a Termination of Service shall be the
portion (if any) that does not so qualify, so as to preserve incentive stock
option treatment for the Option to the greatest extent possible.  Certain decisions, amendments and
interpretations by the Committee of this Option may cause the Option to cease
to qualify as an incentive stock option pursuant to the Code and by accepting
this Option the Participant agrees in advance to such disqualifying action.  (b)           In order to obtain the
tax treatment provided for incentive stock options by Sections 421 and 422
of the Code:  5


(i)            The Participant must
exercise any Incentive Stock Option within three (3) months after the
Participant ceases to be employed by the Company or a Related Company, unless
the Participant ceased to be employed due to death or Disability, and within
one (1) year after the Participant ceases to be employed by the Company or
a Related Company on account of disability (as defined in Section 22(e)(3) of
the Code), and  (ii)           The Participant must
not sell the shares of Common Stock received upon exercising any Incentive
Stock Option within two (2) years from the date of the grant of the Option
nor within one (1) year from the date of exercise of the Option.  With respect to any Option that is intended to
qualify as an Incentive Stock Option in full or as to any portion of the shares
issuable thereunder, the Participants exercise notice delivered pursuant to
Paragraph 2 of this Agreement with respect to such Option shall indicate
whether the Participant intends to satisfy the foregoing requirements.  The Participant is advised to consult with
his or her own tax advisor on any questions related to the tax treatment of the
Option.  9.Notice of
Disqualifying Disposition  To the extent that the Option is designated in the Notice of Grant as
being intended to be an Incentive Stock Option, the Participant shall notify
the Company of his or her intent to dispose of any of the shares of Common
Stock purchased pursuant to the Option within two (2) years from the date
of the grant of the Option or one (1) year from the date of exercise of
the Option, and promptly after such disposition the Participant shall notify
the Company of the number of shares of Common Stock disposed of, the dates of
acquisition and disposition of such shares, and the consideration, if any,
received on such disposition.  If in
connection with any such disposition the Company becomes liable for withholding
taxes and has no amounts owing the Participant with which it may offset and
discharge its withholding obligation, the Participant shall pay over to the
Company with the amount needed to discharge the Companys withholding
obligation and shall indemnify the Company against any penalties it may incur
if it does not satisfy such obligations as a result of Participant failing to
pay the Company the amount of such withholding obligation.  The Company will report this disposition on Form W-2.  Nothing in this Paragraph shall give the
Participant any right to dispose of shares of Common Stock in a manner that is
inconsistent with any provision of this Agreement, the Plan, or any stock
transfer restriction agreement entered into by the Participant.  10.Plan Controls  The terms of the Notice of Grant and this Agreement are governed by the
terms of the Plan, as it exists on the date of the grant and as the Plan is
amended from time to time.  In the event
of any conflict between the provisions of the Notice of Grant or this Agreement
and the provisions of the Plan, the terms of the Plan shall control, except as
expressly stated otherwise.  The term Section
generally refers to provisions within the Plan; provided, however, the term Paragraph
shall refer to a provision of this Agreement.  6


11.Limitation on Rights; No
Right to Future Grants; Extraordinary Item  By entering into
this Agreement and accepting the Option, Participant acknowledges that: (i) Participants
participation in the Plan is voluntary; (ii) the value of the Option is an
extraordinary item which is outside the scope of any employment contract with
Participant; (iii) the Option is not part of normal or expected
compensation for any purpose, including without limitation for calculating any
benefits, severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or
similar payments, and Participant will not be entitled to compensation or
damages as a consequence of Participants forfeiture or expiration of any
unvested portion of the Option as a result of Participants Termination of
Service with the Company or any Related Company for any reason; and (iv) in
the event that Participant is not a direct employee of Company, the grant of
the Option will not be interpreted to form an employment relationship with the
Company or any Related Company and the grant of the Option will not be
interpreted to form an employment contract with the Participants employer, the
Company or any Related Company.  The
Company shall be under no obligation whatsoever to advise the Participant of
the existence, maturity or termination of any of Participants rights hereunder
and Participant shall be responsible for familiarizing himself or herself with
all matters contained herein and in the Plan which may affect any of
Participants rights or privileges hereunder.  12.Agreement Not To Solicit Personnel  In consideration for the
granting of the Option and Participants access as an employee of the Company
or a Related Company to employees, contractors and consultants of the Company
and Related Companies, Participant agrees that, during Participants employment
with the Company or a Related Company, and for a period of one year following
Termination of Service for Cause or Termination of Service voluntarily,
Participant will not in any manner, directly or indirectly, solicit, encourage,
induce, or recruit any person who is then an employee, contractor, or
consultant of the Company or a Related Company, and whom Participant worked
with, supervised, or had access to confidential information about while
employed by Company or a Related Company, to seek or accept employment or a
contractual or consulting engagement with any business that competes with or
provides services comparable to those provided by the Company.  Should Participant breach the agreement set
forth in this Paragraph 12, in addition to any other remedy available to the
Company, the portion, if any, of the Option that remains unexercised shall
terminate and cease to be exercisable; and, for any portion of the Option
already exercised, Participate shall immediately pay to the Company any
difference between the fair market value of the Option shares on the date of
exercise and the Exercise Price.  The
parties agree that, to the extent the restrictions set forth in this Paragraph
12 are found to be unenforceable in any respect; this Paragraph shall be
construed to be enforceable to the maximum extent permitted by law.  13.Intellectual
Property Ownership  Washington Mutual will own all rights to the results of Participants
work, including inventions and other intellectual property developed using
Company equipment, supplies, facilities or trade secret information.  It will also own all rights to the results of
any other effort of Participant (outside of Participants performance of
Washington Mutual work) that  7


relate directly to Participants work or to
the Companys business or actual or demonstrably anticipated research or
development.  Washington Mutuals rights
extend to anything that is authored, conceived, invented, written, reduced to
practice, improved or made by Participant, alone or jointly with others, during
the period of Participants employment by the Company or a Related
Company.  To the extent that the results
of Participants work or other effort constitute a work made for hire as
defined under U.S. copyright law, the copyright shall belong solely to the
Company.  Otherwise, to the extent that
such results are legally protectable, then Participant hereby irrevocably
assigns all copyrights, patent rights, and other proprietary rights therein to
the Company, and no further action by Participant is required to grant
ownership to Washington Mutual. 
Participant will assist in preparing and executing documents, and will
take any other steps requested by Washington Mutual, to vest, confirm or
demonstrate its ownership rights, and Participant will not at any time contest
the validity of such rights.  Participant
understands that the termination of Participants employment will not terminate
or invalidate any of Participants obligations, or Washington Mutuals rights,
as described above.  Participant understands that the above commitments are in furtherance of
the WaMu Intellectual Property Policy (a copy of which Participant has had an
opportunity to review and is also found on wamu.net), which is incorporated
herein but not set forth in full due to space limitations.  If Participant lives or works in Washington,
California, Illinois, or in any other state mentioned in the Invention Notice
section of the policy, then the above assignment does not apply to inventions
described in the Invention Notice for Participants state.  14.General Provisions  14.1        Notice  Whenever any notice is required
or permitted hereunder, such notice must be in writing and delivered in person
or by mail (to the address set forth below if notice is being delivered to the
Company) or electronically.  Any notice
delivered in person or by mail shall be deemed to be delivered on the date on
which it is personally delivered, or, whether actually received or not, on the
third business day after it is deposited in the United States mail, certified
or registered, postage prepaid, addressed to the person who is to receive it at
the address that such person has theretofore specified by written notice
delivered in accordance herewith.Any notice given by the Company to the
Participant directed to Participant at Participants address on file with the
Company shall be effective to bind the Participant and any other person who
shall have acquired rights under this Agreement.  The
Company or the Participant may change, by written notice to the other, the
address previously specified for receiving notices.  Notices delivered to the Company in person or
by mail shall be addressed as follows:  Company:
  
  Washington Mutual, Inc.Attn: Leadership Rewards,
  Stock AdministratorMail Stop WMC 07051301 Second AvenueSeattle, WA 98101  8


14.2        No Waiver  No waiver of any
provision of this Agreement will be valid unless in writing and signed by the
person against whom such waiver is sought to be enforced, nor will failure to
enforce any right hereunder constitute a continuing waiver of the same or a waiver
of any other right hereunder.  14.3        Undertaking  Participant hereby
agrees to take whatever additional action and execute whatever additional
documents the Company may deem necessary or advisable in order to carry out or affect
one or more of the obligations or restrictions imposed on either the
Participant or the Option pursuant to the express provisions of this Agreement.  14.4        Entire Contract  This Agreement,
the Notice of Grant and the Plan constitute the entire contract between the
parties hereto with regard to the subject matter hereof.  This Agreement is made pursuant to the
provisions of the Plan and will in all respects be construed in conformity with
the express terms and provisions of the Plan.  14.5        Successors and Assigns  The provisions of
this Agreement will inure to the benefit of, and be binding on, the Company and
its successors and assigns and Participant and Participants legal
representatives, heirs, legatees, distributees, assigns and transferees by
operation of law, whether or not any such person will have become a party to
this Agreement and agreed in writing to join herein and be bound by the terms
and conditions hereof.  14.6        Securities Law Compliance; Restrictions
on Resales of Option Shares  The Company may
impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any exercise of the Option and/or
any resales by the Participant or other subsequent transfers by the Participant
of any shares of Common Stock issued as a result of the exercise of the Option,
including without limitation (a) restrictions under an insider trading
policy, (b) restrictions that may be necessary in the absence of an
effective registration statement under the Securities Act of 1933, as amended,
covering the Option and/or the Common Stock underlying the Option and (c) restrictions
as to the use of a specified brokerage firm or other agent for exercising the
Option and/or for such resales or other transfers.  The sale of the shares underlying the Option
must also comply with other applicable laws and regulations governing the sale
of such shares.  14.7        Information Confidential  As partial consideration for the granting of the Option, the Participant
agrees that he or she will keep confidential all information and knowledge that
the Participant has relating to the manner and amount of his or her
participation in the Plan; provided, however, that  9


such information may be disclosed as required by
law and may be given in confidence to the Participants spouse, tax and
financial advisors, or to a financial institution to the extent that such
information is necessary to secure a loan.  14.8        Data Privacy  As an essential
term of this Option, the Participant consents to the collection, use and
transfer, in electronic or other form, of personal data as described in this
Agreement for the exclusive purpose of implementing, administering and managing
Participants participation in the Plan.  By entering into
this Agreement and accepting the Option, Participant acknowledges that the
Company holds certain personal information about the Participant, including,
but not limited to, name, home address and telephone number, date of birth,
taxpayer identification number, social insurance number or other identification
number, salary, tax rates and amounts, nationality, job title, any shares of
stock or directorships held in the Company, details of all options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested
or outstanding, for the purpose of implementing, administering and managing the
Plan (Data).  Participant acknowledges
that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these
recipients may be located in jurisdictions that may have different data privacy
laws and protections, and Participant authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Plan, including any
requisite transfer of such Data as may be required to a broker or other third
party with whom the Participant or the Company may elect to deposit any shares
of stock acquired upon exercise of the Option. Participant acknowledges that
Data may be held only as long as is necessary to implement, administer and
manage Participants participation in the Plan as determined by the Company,
and that Participant may request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, provided however, that
refusing or withdrawing Participants consent may adversely affect Participants
ability to participate in the Plan.  14.9        Electronic Delivery  The Company may,
in its sole discretion, decide to deliver any documents related to any options
granted under the Plan by electronic means or to request Participants consent
to participate in the Plan by electronic means. Participant hereby consents to
receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the Company, and
such consent shall remain in effect throughout Participants term of employment
or service with the Company and thereafter until withdrawn in writing by
Participant.  10


14.10      Governing Law  Except as may otherwise be provided in the Plan, the provisions of the
Notice of Grant and this Agreement shall be governed by the laws of the state
of Washington, without giving effect to principles of conflicts of law.  IN WITNESS
WHEREOF, the parties have executed this Agreement dated below.  WASHINGTON MUTUAL, INC.Daryl DavidChief HR Officeremployees SignatureDate Signed:  11