Amendment No. 1
                                       to
                                PLEDGE AGREEMENT


         This  Amendment  No. 1,  dated  February  9,  2001,  amends  the Pledge
Agreement (the "Agreement")  originally made and entered into as of the 10th day
of August, 1999, by and between Bank United Corp., a Delaware corporation ("Bank
United"),  Bank One N.A.  (under its former  name,  The First  National  Bank of
Chicago), a national banking association ("Bank One"), and The Bank of New York,
as permitted by Section 10.1 of the Agreement.

         WHEREAS, Washington Mutual, Inc., a Washington corporation ("Washington
Mutual") and Bank United have entered into an Agreement and Plan of Merger dated
August 18, 2000,  as amended (the "Merger  Agreement")  whereby Bank United will
merge (the "Merger") with and into Washington  Mutual and Washington Mutual will
be the surviving corporation.

         WHEREAS,  Bank  United has also agreed  that  immediately  prior to the
Merger it will  effect a  corporate  reorganization  (the  "Reorganization")  by
merging a wholly owned subsidiary of Bank United with and into Bank United.

         WHEREAS,  as a result of the Merger, each Bank United 8% Premium Income
Equity Securities ("Bank United PIES") will automatically convert into the right
to  receive  a  Washington   Mutual  8%  Premium  Income  Equity  Securities  (a
"Replacement  PIES") with substantially  identical rights and preferences as the
Bank United PIES but with such appropriate and proportionate adjustments must be
made to reflect the Reorganization and the Merger.

         WHEREAS,  Washington  Mutual,  The  Bank of New  York and Bank One have
agreed that the  Replacement  PIES be issued  pursuant to the Agreement and that
certain Purchase Contract  Agreement between Bank United and Bank One (under its
prior name The First National Bank of Chicago) dated August 10, 1999, as amended
(the "Purchase Contract Agreement").

         WHEREAS,  Washington  Mutual, as successor to Bank United,  The Bank of
New York and Bank One have agreed to amend the Agreement to make any appropriate
and proportionate adjustments to reflect the Reorganization,  the Merger and the
issuance of Replacement PIES.

         WASHINGTON MUTUAL AND BANK ONE AGREE AS FOLLOWS:

         1.     Each capitalized term used but not defined in this Amendment
No. 1 shall have the meaning provided for such term in the Agreement.

         2.     This Amendment No. 1 shall be effective on the effective date
of the Merger.  If the Merger does not become effective, this Amendment No. 1
will not be effective.

         3.     Washington Mutual assumes all of the obligations of Bank
United under this Agreement, the Purchase Contracts and the Purchase Contract
Agreement.

         4.     The definition of "Company" in Section 1.1(e) of the Agreement
is replaced in its entirety with the following:
<PAGE>

                  "Company"  means  Washington  Mutual,  Inc.  until a successor
                  shall have become such pursuant to the applicable provision of
                  this  Agreement,  and  thereafter  "Company"  shall  mean such
                  successor.

         5.     The contact information for the Company set forth in on the last
page of the Agreement is replaced with the following:

                  Address for Notices:

                           1201 Third Avenue
                           Seattle, WA 98101

                           Facsimile No.: (206) 461-5739
                           Attn: Fay L. Chapman

         6.     Exhibits A, B, C, D, and E to the  Agreement  are replaced in
their entirety with Exhibits A, B, C, D, and E, respectively, attached hereto.

         7.     Except as specifically amended by this Amendment No. 1, the
Agreement shall remain in full force and effect.

         8.     This Amendment No. 1 may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
the executed counterparts taken together shall be deemed to be one originally
executed document.

         9.     This Amendment No. 1 shall be governed and construed in
accordance with the laws of the State of New York, without regard to any
applicable conflicts of law.



                            [Signature Page Follows]



                                       2
<PAGE>

         IN WITNESS WHEREOF,  Washington  Mutual,  The Bank of New York and Bank
One have caused this Amendment No. 1 to be executed by their respective officers
hereunto duly authorized as of the date first above written.

                                       WASHINGTON MUTUAL, INC.


                                       By:
                                          ----------------------
                                       Name  Fay L. Chapman
                                       Title:  Senior Executive Vice President


                                       BANK ONE N.A., as Purchase Contract Agent
                                       and as an attorney-in-fact of the Holders
                                       from time to time of the Securities


                                       By:
                                          -------------------------------
                                       Name:
                                            -----------------------------
                                       Title:
                                            -----------------------------

                                       THE BANK OF NEW YORK, as Collateral Agent


                                       By:
                                          -------------------------------
                                       Name:
                                            -----------------------------
                                       Title:
                                            -----------------------------

                                       THE BANK OF NEW YORK, as Securities
                                       Intermediary

                                       By:
                                          -------------------------------
                                       Name:
                                            -----------------------------
                                       Title:
                                            -----------------------------




                                       3
<PAGE>


                                    Exhibit A

                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                        (Establishment of Treasury PIES)



The Bank of New York
101 Barclay Street
Floor 21 West
New York, NY 10286

Attention:  Corporate Trust Administration
Facsimile:  212-815-5915

Re:   ________ PIES of Washington Mutual, Inc. (the "Company")

         Please refer to the Pledge  Agreement  dated as of August 10, 1999,  as
amended (the "Pledge  Agreement"),  among the Company  (through its  predecessor
entity,  Bank  United  Corp.),  you,  as  Collateral  Agent  and  as  Securities
Intermediary, and the undersigned (under its prior name, The First National Bank
of Chicago),  as Purchase Contract Agent and as attorney-in-fact for the holders
of PIES from time to time.  Capitalized  terms used herein but not defined shall
have the meaning set forth in the Pledge Agreement.

         We hereby  notify  you in  accordance  with  Section  5.2 of the Pledge
Agreement  that the holder of securities  named below (the "Holder") has elected
to substitute  $__________ Value of Treasury Securities or security entitlements
thereto  in  exchange  for an equal  Value of  Pledged  Preferred  Stock and has
delivered to the  undersigned a notice  stating that the Holder has  Transferred
such Treasury  Securities  or security  entitlements  thereto to the  Securities
Intermediary, for credit to the Collateral Account.

         We hereby request that you instruct the Securities  Intermediary,  upon
confirmation that such Treasury Securities or security entitlements thereto have
been credited to the Collateral  Account, to release to the undersigned an equal
Value of Pledged  Preferred  Stock in accordance  with Section 5.2 of the Pledge
Agreement.

                                          Bank One N.A.

Date: _______________                     By:______________________________
                                              Name:
                                              Title:


Please  print  name and  address  of  Holder  electing  to  substitute  Treasury
Securities or security entitlements thereto for the Pledged Preferred Stock:

--------------------------                     --------------------------------
         Name                                 Social Security or other
                                              Taxpayer Identification Number,
                                              if any

---------------------------
         Address
---------------------------

---------------------------


<PAGE>


                                    EXHIBIT B

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                        (Establishment of Treasury PIES)



The Bank of New York
101 Barclay Street
Floor 21 West
New York, NY 10286

Attention:  Corporate Trust Administration
Facsimile:  212-815-5915

Re:  ________ PIES of Washington Mutual, Inc. (the "Company")

                  Securities Account No. 016335 entitled "The Bank of New York,
                  as Collateral Agent, Securities Account Bank United" (the
                  "Collateral Account")

         Please refer to the Pledge  Agreement,  dated as of August 10, 1999, as
amended (the "Pledge  Agreement"),  among the Company  (through its  predecessor
entity,  Bank United  Corp.),  Bank One N.A.  (under its prior  name,  The First
National Bank of Chicago),  as Purchase  Contract Agent and as  attorney-in-fact
for the holders of PIES from time to time,  and the  undersigned,  as Collateral
Agent and Securities Intermediary. Capitalized terms used herein but not defined
shall have the meanings set forth in the Pledge Agreement.

         When you have confirmed that $__________  Value of Treasury  Securities
or security  entitlements thereto has been credited to the Collateral Account by
or for the  benefit  of  _________,  as Holder of PIES (the  "Holder"),  you are
hereby  instructed  to release  from the  Collateral  Account an equal  Value of
Shares of Preferred  Stock or security  entitlements  thereto by Transfer to the
Purchase Contract Agent.

                                         The Bank of New York

Dated:_______________                    By:________________________________
                                            Name:
                                            Title:


Please print name and address of Holder:



--------------------------                     --------------------------------
         Name                                 Social Security or other
                                              Taxpayer Identification Number,
                                              if any

---------------------------
         Address
---------------------------

---------------------------


<PAGE>


                                    EXHIBIT C

                                   INSTRUCTION
                          FROM PURCHASE CONTRACT AGENT
                               TO COLLATERAL AGENT
                       (Reestablishment of Corporate PIES)



The Bank of New York
101 Barclay Street
Floor 21 West
New York, NY 10286

Attention:  Corporate Trust Administration
Facsimile:  212-815-5915

Re:  ________ PIES of Washington Mutual, Inc. (the "Company")

         Please refer to the Pledge  Agreement,  dated as of August 10, 1999, as
amended (the "Pledge  Agreement"),  among the Company  (through its  predecessor
entity,  Bank  United  Corp.),  you,  as  Collateral  Agent  and  as  Securities
Intermediary, and the undersigned (under its prior name, The First National Bank
of Chicago),  as Purchase Contract Agent and as attorney-in-fact for the holders
of PIES from time to time.  Capitalized  terms used herein but not defined shall
have the meanings set forth in the Pledge Agreement.

         We hereby  notify you in accordance  with Section  5.3(a) of the Pledge
Agreement that the holder of securities  listed below (the "Holder") has elected
to  substitute  $__________  Value of  Shares  of  Preferred  Stock or  security
entitlements  thereto in  exchange  for  $__________  Value of Pledged  Treasury
Securities and has delivered to the undersigned a notice stating that the Holder
has Transferred such Shares of Preferred Stock or security  entitlements thereto
to the Securities Intermediary, for credit to the Collateral Account.

         We hereby request that you instruct the Securities  Intermediary,  upon
confirmation  that  such  Shares of  Preferred  Stock or  security  entitlements
thereto  have  been  credited  to the  Collateral  Account,  to  release  to the
undersigned  $__________ Value of Treasury  Securities or security  entitlements
thereto related to _____ Treasury PIES of such Holder in accordance with Section
5.3(a) of the Pledge Agreement.


                                           Bank One N.A.
Date:  ____________________________         By:_______________________________
                                               Name:
                                               Title:


Please print name and address of Holder electing to substitute Pledged Preferred
Stock or security entitlements thereto for Pledged Treasury Securities:



--------------------------                     --------------------------------
         Name                                  Social Security or other Taxpayer
                                               Identification Number, if any

---------------------------
         Address
---------------------------

---------------------------



<PAGE>

                                   EXHIBIT D

                                   INSTRUCTION
                              FROM COLLATERAL AGENT
                           TO SECURITIES INTERMEDIARY
                       (Reestablishment of Corporate PIES)



The Bank of New York
101 Barclay Street
Floor 21 West
New York, NY 10286

Attention:  Corporate Trust Administration
Facsimile:  212-815-5915

Re:  ________ PIES of Washington Mutual, Inc. (the "Company")

                  Securities Account No. 016335 entitled "The Bank of New York,
                  as Collateral Agent, Securities Account Bank United" (the
                  "Collateral Account")

         Please refer to the Pledge  Agreement,  dated as of August 10, 1999, as
amended (the "Pledge  Agreement"),  among the Company  (through its  predecessor
entity, Bank United Corp.), you, as Securities Intermediary, Bank One (under its
prior name, The First National Bank of Chicago),  as Purchase Contract Agent and
as  attorney-in-fact  for  the  holders  of PIES  from  time  to  time,  and the
undersigned,  as Collateral Agent. Capitalized terms used herein but not defined
shall have the meanings set forth in the Pledge Agreement.

         When you have  confirmed that  $_________  Value of Shares of Preferred
Stock or  security  entitlements  thereto has been  credited  to the  Collateral
Account by or for the benefit of  _________,  as Holder of PIES (the  "Holder"),
you are hereby  instructed to release from the  Collateral  Account  $__________
Value of Treasury Securities or security entitlements thereto by Transfer to the
Purchase Contract Agent.

                                         The Bank of New York

Dated: ______________________            By _______________________________
                                            Name:
                                            Title:

Please print name and address of Holder:



--------------------------                     --------------------------------
         Name                                 Social Security or other
                                              Taxpayer Identification Number,
                                              if any

---------------------------
         Address
---------------------------

---------------------------


<PAGE>

                                    EXHIBIT E


             NOTICE OF CASH SETTLEMENT FROM SECURITIES INTERMEDIARY
                           TO PURCHASE CONTRACT AGENT
                            (Cash Settlement Amounts)



Bank One N.A.


Telecopier No.:  (312) 407-1708
Attention:  Corporate Trust Department

Re:  ________ PIES of Washington Mutual, Inc. (the "Company")

         Please refer to the Pledge  Agreement,  dated as of August 10, 1999, as
amended (the "Pledge  Agreement"),  by and among you (under your prior name, The
First National Bank of Chicago),  the Company  (through its predecessor  entity,
Bank  United  Corp.),  and  the  undersigned,  as  Securities  Intermediary  and
Collateral Agent.  Unless otherwise defined herein,  terms defined in the Pledge
Agreement are used herein as defined therein

         In accordance  with Section 5.5(d) of the Pledge  Agreement,  we hereby
notify  you that as of 11:00  a.m.,  [(on the  fifth  Business  Day  immediately
preceding the Purchase Contract  Settlement  Date)], we have received (i) $_____
in immediately available funds paid in an aggregate amount equal to the Purchase
Price to the Company on the Purchase  Contract  Settlement  Date with respect to
__________  Corporate PIES and (ii)  $_________ in immediately  available  funds
paid in an aggregate  amount  equal to the Purchase  Price to the Company on the
Purchase Contract Settlement Date with respect to ______ Treasury PIES.

                                  The Bank of New York


Date:                             By:________________________________
                                     Name:
                                     Title: