Exhibit 10.2(c)  WASHINGTON MUTUAL, INC. RESTRICTED STOCK AWARD
AGREEMENT (3-Year Vesting with Performance Threshold)  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 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 Restricted Stock Award Agreement (this Agreement) to govern the terms of
the Restricted Stock Award (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 Restricted Stock  1.1          Award of Restricted
Stock  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
Restricted Stock Award (the Award) in accordance with the terms of the Plan and
subject to the conditions set forth in the Notice of Grant, this Agreement and the
Plan (as amended from time to time).  The
Award represents the right to receive up to the number of shares of Common
Stock (as adjusted from time to time pursuant to Section 15 of the Plan,
the Shares) of the Company
subject to the fulfillment of the vesting conditions set forth in this
Agreement.  1.2          Acceptance of
Restricted Stock  The Participant shall not be entitled to any of the benefits under this
Award unless and until the Participant accepts the Award 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 15.1)
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 Award,
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 Award 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).  2.Transfer Restrictions; Vesting  (a)           Participants rights in and to the
Shares shall not be vested as of the Grant Date and shall be forfeitable unless
and until otherwise vested pursuant to the terms of this Agreement.  Participants rights in and to the Shares
shall be subject to both time and performance-based vesting criteria.  The number of shares of Common Stock subject
to the Award that shall be eligible for vesting under this Agreement shall be
based upon the achievement of the Performance Goals set forth on Attachment A
hereto (such Shares are  1


referred to as the
Earned Shares).  Any shares of Common Stock subject to the
Award that do not become Earned Shares pursuant to the preceding sentence shall
be cancelled and surrendered to the Company without payment of any
consideration to the Participant immediately upon the determination of the
number of Earned Shares pursuant to Attachment A.  Provided
that the Participant has not experienced a Termination of Service and has
timely accepted the Award pursuant to Paragraph 1.2, the Award shall become vested on the Anniversary date of the Grant Date as
specified below with respect to a number of Earned Shares (rounded to the
nearest whole share) equal to the percentage of the total number of Earned
Shares in accordance with the following schedule:  Vesting Date
  
  Percent (%) of
  Shares Vested
  
  Performance Goals to Be
  Attained by 12/31/20082nd Anniversary
  
  50
  %
  [ See Attachment A ]3rd Anniversary
  
  100
  %
  [ See Attachment A ]  The foregoing
performance goals shall be based on and interpreted consistent with one or more
business criteria set forth in Section 11.1 of the Plan.  Shares that have vested and are no longer
subject to forfeiture are referred to herein as Vested
Shares.  Shares that are
not vested and remain subject to forfeiture are referred to herein as Unvested Shares.  (b)The vesting period of the Award 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 Award shall be subject to earlier acceleration of vesting and/or forfeiture and transfer
as provided in this Agreement and the Plan.  (c)           Any sale, transfer, assignment,
encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by
bequest, devise or descent, or other transfer or disposition of any kind,
whether voluntary or by operation of law, directly or indirectly, of Unvested
Shares shall be strictly prohibited and void; provided, however, that the Committee, in its sole discretion, may permit
the Participant to assign or transfer an Award to the extent permitted under
the Plan, provided that the Award shall be subject to all the terms and
condition of the Plan, this Agreement and any other terms required by the
Committee as a condition to such transfer.  3.Status
of Participant  From and after the
Grant Date, Participant will be recorded as a shareholder of the Company with
respect to the Shares and shall have voting rights with respect to the Shares
unless and until any Shares are forfeited or transferred back to the Company.  4.Dividends  From and after the
Grant Date and unless and until Shares are forfeited or otherwise transferred
back to the Company, the Participant will be entitled to receive all dividends
and other distributions paid with respect to the Shares.  Dividends payable by the Company to its
public stockholders in cash shall, with respect to any Unvested Shares, be
automatically reinvested in additional Shares at a purchase price per share
equal to the fair market value of a share of Common Stock on the date such
dividend is paid.  Any additional Shares
accrued for  2


Participant
through dividends on Unvested Shares, whether through reinvestment or through a
dividend paid in Shares, shall be subject to the same restrictions on
transferability and risk of forfeiture as the Unvested Shares with respect to
which they were distributed.  5.Treatment of Award upon Termination of Employment;
Company Transaction  5.1          Termination of Employment  Except as provided
in Paragraph 5.2 below, upon Termination of Service for any reason other than
death, Disability or retirement, the Unvested Shares shall be forfeited by the
Participant and cancelled and surrendered to the Company without payment of any
consideration to the Participant.  Upon
Termination of Service because of death, Disability or retirement (as defined
in the following sentence), the service requirements upon vesting of the Shares
shall be waived and the Shares subject to this Award shall become Vested Shares
if and to the extent that the performance goals described in Paragraph 2 have
been or thereafter are satisfied.  For
purposes of this Paragraph 5.1, retirement shall mean Termination of Service
for any reason other than for Cause at or after attainment of age sixty-five
(65).  5.2          Company Transaction  Notwithstanding
anything to the contrary in Paragraph 5.1, the Vesting and forfeiture of Shares
under this Award shall be subject to any
other written agreement between the Participant and the Company or a Related
Company and, to the extent not otherwise addressed in any such written
agreement, shall be treated as expressly
provided under the Plan (for example, in connection with a Company Transaction
under Section 15.3 of the Plan).  6.Section 83(b) Election for
Restricted Stock Award; Independent Tax Advice  Under Section 83(a) of
the Internal Revenue Code (the Code),
the Participant will be taxed on the Shares on the date the Shares vest and the
forfeiture restrictions lapse as set forth in Paragraph 2 of this Agreement,
based on their fair market value on such date, at ordinary income rates subject
to payroll and withholding tax and tax reporting, as applicable.  For this purpose, the term forfeiture
restrictions means the right of the Company to receive back any Unvested
Shares upon a Termination of Service. Under Section 83(b) of the
Code, the Participant may elect to be taxed on the Shares on the Grant Date,
based upon their fair market value on such date, at ordinary income rates
subject to payroll and withholding tax and tax reporting, rather than when and
as the Unvested Shares cease to be subject to the forfeiture restrictions.  If Participant elects to accelerate the date
on which he or she is taxed on the Shares under Section 83(b), an election
(an 83(b) Election) to such effect
must be filed with the Internal Revenue Service within
30 days from the Grant Date of the Award and applicable
withholding taxes must be paid to the Company at that time.  There are
significant risks associated with the decision to make an 83(b) Election.  If the Participant makes an 83(b) Election
and the Unvested Shares are subsequently forfeited to the Company, the
Participant will not be entitled to recover the taxes paid by claiming a
deduction for the ordinary income previously recognized as a result of the 83(b) Election.  If the Participant makes an 83(b) Election
and the value of the Unvested Shares subsequently declines, the 83(b) Election
may cause the Participant to recognize more compensation income than otherwise
would have been the case.  On the other
hand, if the value of the Unvested Shares increases  3


and the
Participant has not made an 83(b) Election, Participant may recognize more
compensation income than otherwise would have been the case.  The foregoing is
only a summary of the federal income tax laws that apply to the Shares under
this Agreement and does not purport to be complete.  The actual tax consequences of receiving or
disposing of the Shares are complicated and depend, in part, on the Participants
specific situation and may also depend on the resolution of currently uncertain
tax law and other variables not within the control of the Company.  THEREFORE,
THE PARTICIPANTSHOULD SEEK INDEPENDENT
ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE FEDERAL TAX LAW AND THE
INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY TO WHICH THE
PARTICIPANT IS SUBJECT.  By
accepting this Agreement, Participant acknowledges and agrees that he or she
has either consulted with a competent tax advisor independent of the Company to
obtain tax advice concerning the Shares in light of the Participants specific
situation or has had the opportunity to consult with such a tax advisor and has
chosen not to do so.  The form for
making an 83(b) Election is available from the Company.  If the Participant determines to make an 83(b) Election,
it is the Participants responsibility to file such an election with the
Internal Revenue Service within the 30-day period after the Grant Date, to
deliver to the Company a signed copy of the 83(b) Election, to file
an additional copy of such election form with the Participants federal
income tax return for the calendar year in which the Grant Date occurs and to
pay applicable withholding taxes to the Company at that time.  7.Book Entry Registration of the Shares;
Delivery of Shares  The Company may at
its election either (i) after the Date of Grant, issue a certificate
representing the Shares subject to this Agreement and place a legend on and
stop transfer notice describing the restrictions on and forfeitability of such
Shares, in which case the Company may retain such certificates unless and until
the Shares represented by such certificate have vested and may cancel such
certificate if and to the extent that the Shares are forfeited or otherwise
required to be transferred back to the Company, or (ii) not issue any
certificate representing Shares subject to this Agreement and instead document
the Participants interest in the Shares by registering the Shares with the
Companys transfer agent (or another custodian selected by the Company) in book
entry form in the Participants name with the applicable restrictions noted in
the book entry system, in which case no certificate(s) representing all or
a part of the Shares will be issued unless and until the Shares become Vested
Shares.  The Company may provide a
reasonable delay in the issuance or delivery of Vested Shares as it determines
appropriate to address tax withholding and other administrative matters.  8.Stop-Transfer Notices  The Company will
not be required to (a) transfer on its books any Shares that have been
sold or transferred in violation of the provisions of this Agreement or (b) treat
as the owner of the Shares, or otherwise accord voting, dividend or liquidation
rights to, any transferee to whom the Shares have been transferred in
contravention of this Agreement.  4


9.Withholding and Disposition of Shares  9.1          Generally  The Participant is
liable and responsible for all taxes owed in connection with the Award,
regardless of any action the Company takes with respect to any tax withholding
obligations that arise in connection with the Award.  The Company does not make any representation
or undertaking regarding the treatment of any tax withholding in connection
with the grant or vesting of the Award or the subsequent sale of Shares
issuable pursuant to the Award.  The
Company does not commit and is under no obligation to structure the Award to
reduce or eliminate the Participants tax liability.  9.2          Payment
of Withholding Taxes  Prior to any event
in connection with the Award (e.g., vesting) that the Company determines may
result in any domestic or foreign tax withholding obligation, whether national,
federal, state or local, including any social tax obligation (the Tax
Withholding Obligation), the Participant is required to arrange for the
satisfaction of the minimum amount of such Tax Withholding Obligation in a
manner acceptable to the Company.  (a)           By Withholding Shares.  Unless Participant elects to satisfy the Tax
Withholding Obligation by an alternative means in accordance with clause (b) below,
Participants acceptance of this Award constitutes Participants instruction
and authorization to the Company to withhold on the Participants behalf the
number of Shares from those Shares issuable to the Participant at the time when
the Award becomes vested as the Company determines to be sufficient to satisfy
the Tax Withholding Obligation.  (b)           By
Other Payment.  At any time not less
than five (5) business days before any Tax Withholding Obligation arises
(e.g., before a Vesting Date), Participant may notify the Company of
Participants election to pay Participants Tax Withholding Obligation by wire
transfer, check or other means permitted by the Company.  In such case, the Participant shall satisfy
his or her tax withholding obligation by paying to the Company on such date as
it shall specify an amount that the Company determines is sufficient to satisfy
the expected Tax Withholding Obligation by (i) wire transfer to such
account as the Company may direct, (ii) delivery of a check payable to the
Company, Attn: Leadership Rewards, Stock
Administrator, Mail Stop WMC0705,
1301 Second Avenue, Seattle, WA 98101,
or such other address as the Company may from time to time direct, or (iii) such
other means as the Company may establish or permit.Participant agrees and acknowledges that
prior to the date the Tax Withholding Obligation arises, the Company will be
required to estimate the amount of the Tax Withholding Obligation and
accordingly will require the amount paid to the Company under this Paragraph
9.2(b) to be more than the minimum amount that may actually be due and
that, if Participant has not delivered payment of a sufficient amount to the
Company to satisfy the Tax Withholding Obligation (regardless of whether as a
result of the Company underestimating the required payment or Participant
failing to timely make the required payment), the additional Tax Withholding
Obligation amounts shall be satisfied in the manner specified in Paragraph 9.2(a) above.  5


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.  11.Limitation on
Rights; No Right to Future Grants; Extraordinary Item  By entering into
this Agreement and accepting the Award, Participant acknowledges that: (i) Participants
participation in the Plan is voluntary; (ii) the value of the Award is an
extraordinary item which is outside the scope of any employment contract with
Participant; (iii) the Award 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 of any unvested portion of
the Award 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 Award will
not be interpreted to form an employment relationship with the Company or any
Related Company and the grant of the Award 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.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.  13.Agreement Not To Solicit Personnel  In consideration
for the granting of the Award 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 13, in addition to any other remedy available to the
Company, Participate shall forfeit any  6


Unvested Shares,
which shall be cancelled and surrendered to the Company without payment of any
consideration to the Participant; Participant shall return to the Company any
Vested Shares without payment of any consideration to the Participant; and, for
any Vested Shares sold or otherwise transferred by Participant, Participant
shall immediately pay to the Company the fair market value of those Vested
Shares as of the date they were sold or otherwise transferred by Participant.  The parties agree that, to the extent the
restrictions set forth in this Paragraph 13 are found to be unenforceable in
any respect, this Paragraph shall be construed to be enforceable to the maximum
extent permitted by law.  14.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 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.  15.General Provisions  15.1        Notices  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  7


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 WMC07051301 Second AvenueSeattle, WA 98101  15.2        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.  15.3        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 Award pursuant to the express provisions of this Agreement.  15.4        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.  15.5        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.  15.6        Securities Law Compliance  The Company may
impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Participant or
other subsequent transfers by the Participant of any Shares issued as a result
of or under this Award, 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 Award and/or the Shares underlying the Award and
(c) restrictions as to the use of a specified brokerage firm or other
agent for such resales or other transfers. 
Any sale of the Shares must also comply with other applicable laws and
regulations governing the sale of such shares.  8


15.7        Information Confidential  As partial consideration for the granting of the Award, 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 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.  15.8        Data Privacy  As an essential
term of this Award, 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 Award, 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 awards 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 under the Award. 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.  15.9        Electronic Delivery  The Company may,
in its sole discretion, decide to deliver any documents related to any awards
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.  9


15.10      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:  10


Attachment A  Washington
Mutual, Inc. Restricted Stock Award Agreement  Performance
Goals  Vesting is subject to the
Company attaining one of the following performance measures for 2008(1):  
 (1) Net interest margin for 2008 as
reported in the 4th quarter 2008 earnings release.  The customer loyalty measurement for 2008 is
determined based on the final months rolling average 3-month score for the
12-month period December, 2007  November, 2008.  Net Interest Margin of at least
2.50 or  Customer Loyalty score of at
least 50.0  The Human Resources Committee
will certify the results at its January 2009 meeting.  11


EXHIBIT
A  ACKNOWLEDGMENT
AND STATEMENT OF DECISION REGARDING SECTION 83(b) ELECTION  The undersigned, a recipient of               
shares of common stock of Washington Mutual, Inc., a Washington
corporation (the Company), pursuant to a restricted stock award granted under
the Washington Mutual Inc Amended and Restated 2003 Equity Incentive Plan (the Plan),
hereby states as follows:  1.             The undersigned
acknowledges receipt of a copy of the Restricted Stock Award Agreement and the
Plan relating to the offering of such shares. 
The undersigned has carefully reviewed the Plan and the Restricted Stock
Award Agreement pursuant to which the award was granted.  2.             The undersigned
either (check and complete as applicable)  (a)has consulted,
and has been fully advised by, the undersigneds own tax advisor,                                                 ,
whose business address is                                                   ,
regarding the federal, state and local tax consequences of receiving shares
under the Plan, and particularly regarding the advisability of making an
election pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended (the Code), and pursuant to the corresponding provisions, if
any, of applicable state law, or  (b)has knowingly
chosen not to consult such a tax advisor.  3.             The undersigned
hereby states that the undersigned has decided (check as
applicable)  (a)to make an
election pursuant to Section 83(b) of the Code, and is submitting to
the Internal Revenue Service  with a copy
to the Company (together with the undersigneds executed Restricted Stock Award
Agreement) an executed form entitled Election Under Section 83(b) of
the Internal Revenue Code of 1986.  The
undersigned hereby elects to pay the applicable withholding taxes resulting
from the 83(b) election (25% federal, state, if applicable, 1.45% Medicare
and 6.2% Social Security, if applicable) in the following manner:  (i)            Withheld from payroll.  (ii)           Submission of a
personal check to the Company.  (b)not to make an
election pursuant to Section 83(b) of the Code.  4.             Neither the Company
nor any subsidiary or representative of the Company has made any warranty or
representation to the undersigned with respect to the tax consequences of the
undersigneds acquisition of shares under the Plan or of the making or failure
to make an election pursuant to Section 83(b) of the Code or the
corresponding provisions, if any, of applicable state law.   Dated
  RecipientPrint Name  12


EXHIBIT B  ELECTION
UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986   The undersigned taxpayer hereby elects, pursuant to Section 83(b) of
the Internal Revenue Code, to include in taxpayers gross income for the
current taxable year the amount of any compensation taxable to taxpayer in
connection with taxpayers receipt of the property described below:  1.The name,
address, taxpayer identification number and taxable year of the undersigned are
as follows:  NAME OF TAXPAYER:  ADDRESS:   IDENTIFICATION NO. OF TAXPAYER:  TAXABLE YEAR:  2008  2.The property
with respect to which the election is made is described as follows:                        
shares of the Common Stock of Washington Mutual, Inc., a Washington
corporation (the Company).  3.The date on
which the property was transferred is:  January 22,
2008 (grant date)  4.The property is
subject to the following restrictions:  The property is subject to a forfeiture right pursuant to which the
Company can reacquire the shares if for any reason other than for death or
Disability taxpayers services with the Company are terminated.  The Companys right to receive back the
shares lapses 50% on January 22, 2010 and 50% on January 22, 2011 if
performance criteria has been met.  5.The aggregate
fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of
such property is:   $14.77  6.The amount (if
any) paid for such property is:  $0.00  The undersigned has submitted a copy of this statement to the person for
whom the services were performed in connection with the undersigneds receipt
of the above-described property.  The
undersigned is the person performing the services in connection with the
transfer of said property.  The undersigned understands that the foregoing election may not be
revoked except with the consent of the Commissioner of Internal Revenue.   Dated
  Taxpayer  Taxpayer is required to submit this Exhibit B directly to the
Internal Revenue Service within 30 days from the Grant Date and a copy is to be
sent to Washington Mutual, Inc., Stock Administration fax number
206-377-1455.  13