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Exhibit No. 10.8    
    


  

  

  

  

    


WASHINGTON MUTUAL, INC.  


 SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN  



  

  

  

  

  

  

    


Amended and Restated

Effective July 20, 2004  


   

   

   

   

  

  

  

  

    









 
 

WASHINGTON MUTUAL, INC.    
    
    SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN    
    
    Effective July 20, 2004    
    


 
 

TABLE OF CONTENTS    
    



	PREAMBLE	 	1
	ARTICLE I    NATURE OF PLAN	 	1
	1.1	PURPOSE	 	1
	1.2	TOP HAT PLAN AND EXCESS BENEFITS	 	1
	1.3	UNFUNDED PLAN	 	1
	ARTICLE II    DEFINITIONS AND CONSTRUCTION	 	2
	2.1	ACCOUNTS	 	2
	2.2	BENEFICIARY	 	2
	2.3	CODE	 	2
	2.4	COMMITTEE	 	2
	2.5	COMPANY	 	2
	2.6	COMPENSATION	 	2
	2.7	DISABLED OR DISABILITY	 	2
	2.8	ELIGIBLE EMPLOYEE	 	3
	2.9	EMPLOYEE	 	3
	2.10	EMPLOYER	 	3
	2.11	ERISA	 	3
	2.12	FORMER PARTICIPANT	 	3
	2.13	INTEREST RATE	 	3
	2.14	NORMAL RETIREMENT AGE	 	3
	2.15	PARTICIPANT	 	3
	2.16	PENSION PLAN	 	3
	2.17	PLAN	 	3
	2.18	PLAN ADMINISTRATION COMMITTEE	 	3
	2.19	PLAN YEAR	 	3
	2.20	RELATED EMPLOYER	 	3
	2.21	RETIREMENT PLANS	 	3
	2.22	SAVINGS PLAN	 	3
	2.23	YEAR OF VESTING SERVICE	 	3
	ARTICLE III    BENEFITS	 	4
	3.1	PARTICIPANT'S ACCOUNTS	 	4
	3.2	BENEFITS CREDITED TO ACCOUNTS	 	4
	3.3	INTEREST CREDITED TO ACCOUNTS	 	4
	ARTICLE IV    PAYMENT OF BENEFITS	 	5
	4.1	COMMENCEMENT OF PAYMENTS	 	5
	4.2	DETERMENTATION OF NONFORFEITABLE BENEFITS	 	5
	4.3	UPON DEATH OF PARTICIPANT	 	5
	4.4	PAYMENT IN THE EVENT OF LEGAL DISABILITY	 	5
	4.5	ACCOUNTS CHARGED	 	6
	4.6	UNCLAIMED ACCOUNTS	 	6
	4.7	RIGHT TO OFFSET FOR TAXES, OTHER OBLIGATIONS	 	6
	ARTICLE V    PLAN ADMINISTRATION COMMITTEE	 	7
	5.1	APPOINTMENT	 	7
	5.2	TERM	 	7
	5.3	COMPENSATION	 	7
	5.4	POWERS OF PLAN ADMINISTRATION COMMITTEE	 	7
	 	 	 	 








 

	5.5	MANNER OF ACTION	 	8
	5.6	AUTHORIZED REPRESENTATIVE	 	8
	5.7	INTERESTED MEMBER	 	8
	5.8	INDEMNITY	 	8
	ARTICLE VI    PARTICIPANT ADMINISTRATIVE PROVISIONS	 	9
	6.1	BENEFICIARY DESIGNATION	 	9
	6.2	PERSONAL DATA TO PLAN ADMINISTRATION COMMITTEE	 	9
	6.3	ADDRESS FOR NOTIFICATION	 	9
	6.4	PLACE OF PAYMENT AND PROOF OF CONTINUED ELIGIBILITY	 	9
	6.5	ASSIGNMENT OR ALIENATION	 	9
	6.6	INFORMATION AVAILABLE	 	9
	6.7	BENEFICIARY'S RIGHT TO INFORMATION	 	10
	6.8	CLAIMS PROCEDURE	 	10
	6.9	APPEAL PROCEDURE FOR DENIAL OF BENEFITS	 	10
	6.10	NO RIGHTS IMPLIED	 	11
	ARTICLE VII    AMENDMENT AND TERMINATION	 	12
	7.1	AMENDMENT	 	12
	7.2	TERMINATION	 	12
	ARTICLE VIII    MISCELLANEOUS	 	13
	8.1	EXECUTION OF RECEIPTS AND RELEASES	 	13
	8.2	EMPLOYER RECORDS	 	13
	8.3	INTERPRETATIONS AND ADJUSTMENTS	 	13
	8.4	EVIDENCE	 	13
	8.5	SEVERABILITY	 	13
	8.6	NOTICE	 	13
	8.7	WAIVER OF NOTICE	 	13
	8.8	SUCCESSORS	 	13
	8.9	HEADINGS	 	13
	8.10	GOVERNING LAW	 	13




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WASHINGTON MUTUAL, INC.

SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN  


 Effective January 1, 2005  


 
 

PREAMBLE    
    


        Washington Mutual Bank originally established this plan to provide benefits to certain management and highly compensated employees whose contributions to the
Company's qualified retirement plans were limited by Internal Revenue Code Section 401(a)(17) beginning on January 1, 1994. Washington Mutual, Inc. became the successor sponsor of
the Plan. The Plan is hereby amended and restated effective July 20, 2004 as follows: 


 
 

ARTICLE I
  NATURE OF PLAN    
    



        1.1    Purpose.    The purpose of this Plan is to provide retirement
benefits for certain key employees of the Company and its affiliates that supplement the benefits accrued under the WaMu Pension Plan. 


        1.2    Top Hat Plan and Excess Benefits.    The Plan is an unfunded
plan maintained primarily to provide deferred compensation benefits for a select group of management or highly compensated employees (within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of
ERISA), and is intended to be exempt from Parts 2, 3, and 4 of ERISA. 


        1.3    Unfunded Plan.    This Plan is established as an unfunded plan
of deferred compensation. The compensation that is payable hereunder and interest that accrues thereon are represented solely by bookkeeping entries on accounts maintained by the Plan Administration
Committee. No funds are held
in trust or otherwise segregated for the sole purpose of paying Plan benefits. All Plan benefits are payable solely from the general assets of the Company. The Company may from time to time reserve
assets in a general account or grantor trust owned by the Company for the purpose of paying liabilities that are accrued under this Plan. Participants and Beneficiaries shall have no legal nor
equitable rights, interest or claims in any specific collateral, property or assets of the Company, but shall be general unsecured creditors of the Company until benefits are paid hereunder. 





End
of Article I 







 
 
 

ARTICLE II
  DEFINITIONS AND CONSTRUCTION    
    


        For the purpose of this Plan, the following definitions shall apply unless the context requires otherwise. Words used in the masculine gender shall apply to the
feminine, where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural. The words "Article" or "Section" in this Plan shall
refer to an Article or Section of this Plan unless specifically stated otherwise. Compounds of the word "here," such as "herein" and "hereof" shall be construed to refer to another provision of this
Plan, unless otherwise specified or required by the context. In determining the time within which an event or action is to take place for purposes of the Plan, no fraction of a day shall be
considered, and any act, the performance of which would fall on a Saturday, Sunday, holiday or other non-business day, may be performed on the next following business day. 


        2.1    Accounts.    The separate bookkeeping records maintained to
record the benefits of a Participant earned under the Plan which include the following or any others that are established by the Plan Administration Committee. 



        (a)   "Pension Account" shall mean the Account reflecting benefits credited to a Participant hereunder that are earned with
reference to the WaMu Pension Plan (or its predecessor), together with earnings, gains and losses credited thereto. 


        (b)   "Savings Account" shall mean the Account reflecting benefits credited to a Participant hereunder that are earned with
reference to the WaMu Savings Plan (or its predecessor), together with earnings, gains and losses credited thereto. 




        2.2    Beneficiary.    Any person or fiduciary designated by a
Participant who is or may become entitled to a benefit under the Plan following the death of the Participant; provided, that, in the case of a married Participant, the Participant's Beneficiary shall
be the Participant's surviving spouse unless the Participant's spouse (i) consents in writing to the designation of another party as Beneficiary of all or a part of the benefit to which the
Participant may become entitled under the Plan, (ii) such election designates a Beneficiary which may not be changed without spousal consent (or the consent of the spouse expressly permits
designations by the Participant without any requirement of further spousal consent), (iii) the spouse's consent acknowledges the effect of such election, and (iv) such consent is
witnessed by a notary public or a member of the Plan Administration Committee. Such spousal consent shall not be required if it is established to the satisfaction of the Plan Administration Committee
that such consent cannot be obtained because the spouse cannot be located or because of such other circumstances as the Secretary of the Treasury may prescribe by regulations. Any consent by a spouse
hereunder shall be effective only with respect to that spouse. 


        2.3    Code.    The Internal Revenue Code of 1986, as amended. 


        2.4    Committee.    The Human Resources Committee of the Company's
Board of Directors. 


        2.5    Company.    Washington Mutual, Inc. or any successor
thereto. 


        2.6    Compensation.    A Participant's compensation, determined
according to the definition of "compensation" under the Pension Plan for the Plan Year, without regard to the limitations of section 401(a)(17) of the Code contained in the Pension Plan, that
is actually paid or made available to the Participant during such year, less the maximum amount of compensation that can be considered under section 401(a)(17)(A) of the Code, as adjusted by
section 401(a)(17)(B) of the Code. 


        2.7    Disabled or Disability.    A Participant is Disabled when he is
determined to be disabled under the terms of the Pension Plan. 


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        2.8    Eligible Employee.    An Employee who
is in salary levels 1-5 or who is designated as eligible by the Committee (whether individually or by class), in its discretion. 


        2.9    Employee.    Any employee of an Employer; specifically
excluding, however, a person who is a nonresident alien who receives no earned income that constitutes income from sources within the United States. 



        2.10    Employer.    The Company, Washington Mutual Bank, Washington
Mutual Bank fsb, Washington Mutual Life Insurance Company, Murphey Favre, Inc., Murphey Favre Securities Services, Inc., Composite Research & Management Co., and Washington Mutual
Insurance Services, Inc. The term Employer also includes any Related Employer from time to time designated by the Committee as an Employer. 


        2.11    ERISA.    The Employee Retirement Income Security Act of 1974,
as amended. 


        2.12    Former Participant.    Any individual, other then a
Re-Employed Employee, who has been a Participant, but who has terminated employment, and who has not yet received the entire benefit to which he is entitled under the Plan. 


        2.13    Interest Rate.    The rate at which interest is credited to
Participants Accounts under the Pension Plan for the Plan Year. 



        2.14    Normal Retirement Age.    The first day of the month that
coincides with or immediately precedes the date the Participant attains age 65. 


        2.15    Participant.    An Eligible Employee who is eligible for
benefits under any of the Retirement Plans and who the Committee has identified as a Participant hereunder, including a Former Participant. 



        2.16    Pension Plan.    The WaMu Pension Plan, or its predecessor,
the Washington Mutual, Inc. Cash Balance Pension Plan. 


        2.17    Plan.    The Washington Mutual, Inc Supplemental Employees'
Retirement Plan as embodied herein and as amended from time to time. 


        2.18    Plan Administration Committee.    The committee specified
under Article V, as from time to time constituted, to be the administrator of the Plan. If a Committee is not appointed, the Company shall be the Committee. 


        2.19    Plan Year.    The fiscal year of the Plan, which is the period
from January 1 through December 31 of each year. 


        2.20    Related Employer.    Any business entity that is, along with
an Employer, (i) a member of a controlled group of corporations (as defined by section 414(b) of the Code), (ii) a member of a group of trades or businesses (whether or not
incorporated) that are under common control (as defined by section 414(c) of the Code), (iii) a member of an affiliated service group (as defined by section 414(m) of the Code),
or (iv) any other entity described by Treasury Regulations promulgated pursuant to section 414(o) of the Code. 


        2.21    Retirement Plans.    The WaMu Pension Plan and the WaMu
Savings Plan. 


        2.22    Savings Plan.    The WaMu Savings Plan, or its predecessor,
the Washington Mutual, Inc. Retirement Savings and Investment Plan. 


        2.23    Year of Vesting Service.    Each Plan Year in which a
Participant earns a year of vesting service under the Pension Plan. A Year of Vesting Service will also be credited for each year of vesting service earned under the Pension Plan prior to the time the
Participant was eligible to participate in this Plan. 





End
of Article II 


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ARTICLE III
  Accounts and Credits    
    



        3.1    Participant's Accounts.    The Plan Administration Committee
shall establish for each Participant one or more Accounts described in Section 2.1, as appropriate, to which shall be allocated the proper benefit accruals hereunder, together with interest
credited thereto and less the distributions therefrom. 


        3.2    Benefits Credited to Accounts.    For each Plan Year that a
Participant earns a Year of Vesting Service and remains an Employee on the last day of the Plan Year, the following amounts shall be credited to his appropriate Accounts: 



        (a)    Pension Account.    A percentage of each Participant's Compensation for the Plan Year equal to the benefit
accrual percentage under the Pension Plan for that Plan Year. 


        (b)    Savings Account.    The profit sharing contributions under the Savings Plan, if any, that would have been
allocated to the Participant's accounts thereunder but for the limitations of section 401(a)(17) of the Code. This credit shall not include any matching contributions that are based on salary
deferral elections of the Participant under the Savings Plan. 




        3.3    Interest Credited to Accounts.    On the last day of each Plan
Year each Participant's Accounts shall be credited with an amount of interest payable on the accumulated amounts previously credited to the Accounts at the Interest Rate for the Plan Year. For
purposes of this Section 3.3, Interest Rate shall be the yield on 30-year Treasury Constant Maturities, determined for each Plan Year on the basis of the rate announced in the prior
year. 





End
of Article III 


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ARTICLE IV
  PAYMENT OF BENEFITS    
    



        4.1.    Commencement of Payments.    A Participant shall generally
receive payment of the nonforfeitable balance of his Accounts as a lump sum, commencing as soon as administratively possible after termination of employment with the Company and all Related Employers.
However, a Participant with a balance in excess of $100,000 may, make a one-time irrevocable election for payments to be made in annual installments of up to ten years. The Participant's
election must be made prior to the time that payments otherwise commence. The Plan Administration Committee may, in its discretion, establish rules governing the timing, manner and form of such
elections. Unpaid installments will continue to be credited with interest as specified in Section 3.3. 



        4.2.    Determination of Nonforfeitable Benefits.    A Participant's
Accounts shall be fully nonforfeitable if termination of employment occurs as a result of death or Disability or at any time following Normal Retirement Age. Upon termination of employment for any
other reason, the nonforfeitable percentage of a Participant's Accounts shall be based upon such Participant's Years of Vesting Service and shall be determined in accordance with this
Section 4.2. Any portion of a Participant's Accounts that is not nonforfeitable shall be forfeited at the time benefit payments commence. 



        If
Participant has not engaged in dishonesty as defined in this Section 4.2, his nonforfeitable percentage shall be the same percentage used to determine his vesting under the
Pension Plan. The Account of a Participant who has engaged in dishonesty shall be completely forfeited. For purposes of this Section, dishonesty means that the Participant has engaged in acts of
fraud, embezzlement, theft or any other crime of moral turpitude or has otherwise been dishonest in his or her relationship with the Employer (without necessity of criminal proceedings being
initiated) and the Participant's employment terminated by either discharge or resignation, all as determined by the Plan Administration Committee. 



        4.3.    Upon Death of Participant.    Upon the death of a Participant,
his entire balance will be paid to his Beneficiary, as determined under Section 6, in a lump sum as soon as administratively feasible, provided that the balance in his Accounts immediately
after his death is less than $100,000. If his balance immediately after his death is $100,000 or more, the balance will be paid in three annual installments. 


        4.4.    Payment in the Event of Legal Disability.    Payments to any
Participant, Former Participant, or Beneficiary shall be made to the recipient entitled thereto in person or upon his personal receipt, in form satisfactory to the Committee, except when the recipient
entitled thereto shall be under legal disability, or, in the sole judgment of the Committee, shall otherwise be unable to apply such payment in furtherance of his own interest and advantage. The
Committee may, in such event, in its sole discretion, direct all or any portion of such payments to be made in any one or more of the following ways: 



        (a)   To
such person directly; 



        (b)   To
the guardian of his person or his estate; 


        (c)   To
a relative or friend of such person, to be expended for his benefit; or 


        (d)   To
a custodian for such person under any Uniform Gifts to Minors Act. 




The
decision of the Committee, in each case, will be final, binding, and conclusive upon all persons ever interested hereunder. The Committee shall not be obliged to see to the proper application or
expenditure of any payment so made. Any payment made pursuant to the power herein conferred upon the Committee shall operate as a complete discharge of all obligations of the Employer and the
Committee, to the extent of the distributions so made. 


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        4.5.    Accounts Charged.    The Committee shall charge all
distributions made to a Participant or to his Beneficiary from his Accounts against the Accounts of the Participant when made. 



        4.6.    Unclaimed Accounts.    Neither the Employer nor the Plan
Administration Committee shall be obliged to search for or ascertain the whereabouts of any Participant or Beneficiary. The Committee, by certified or registered mail addressed to his last known
address of record with the Committee or Employer, shall notify any Participant or Beneficiary that he is entitled to a distribution under this Plan, and the notice shall state the provisions of this
Section. If Payment Commencement Date has arrived, and the Participant or the Beneficiary fails to claim his benefits or make his whereabouts known in writing to the Committee by the date that is
immediately prior to three years (adjusted according to the abandonment period of the escheat laws of the applicable state) after the date of notification, the Participant's Accounts shall be
forfeited. 


        4.7.    Right To Offset For Taxes, Other Obligations.    Any payment
or other distribution of benefits under the Plan may be reduced by any amount required to be withheld by the Company under any applicable law, rule, regulation, order or other requirement, now or
hereafter in effect, of any governmental authority. In addition, if a Participant becomes entitled to a distribution under the Plan, and if at such time such Participant has outstanding any debt,
obligation or other liability representing an amount owning to the Company, then the Company may offset such amount owning it against the amount of benefits otherwise distributable to the extent
permitted by applicable law. 





End
of Article IV 


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ARTICLE V
  PLAN ADMINISTRATION COMMITTEE    
    


        5.1.    Appointment.    The Plan Administration Committee has been
appointed by the Company to administer the Plan and serves in such capacity at the pleasure of the board of directors of the Company. The board of directors of the Company may remove the Committee or
appoint a successor committee at any time. If the Plan Administration Committee ceases to exist or is removed without the appointment of a replacement committee, the Company shall function as the Plan
Administration Committee. 


        5.2.    Term.    Each member of the Committee shall serve until his or
her successor is appointed. Any member of the Committee may be removed by the Company, with or without cause, which shall have the power to fill any vacancy which may occur. A member may resign upon
written notice to the Company. 


        5.3.    Compensation.    The members of the Committee shall serve
without compensation for services as such, but the Company shall pay all expenses of the members of the Committee. 



        5.4.    Powers of Plan Administration Committee.    The Committee
shall have full and absolute discretion in the exercise of its powers hereunder. All exercises of power by the Committee hereunder shall be final, conclusive and binding on all interested parties,
unless found by a court of competent jurisdiction, in a final judgment that is no longer subject to review or appeal, to be arbitrary and capricious. In addition to the power otherwise enumerated
herein, the Committee shall have the following specific authority: 



        (a)   To
direct the administration of the Plan in accordance with the provisions herein set forth; 



        (b)   To
adopt rules of procedure and regulations necessary for the administration of the Plan that are not inconsistent with the terms of the Plan; 


        (c)   To
interpret and construe the provisions of the Plan and determine all questions with respect to rights of Employees, Participants, and Beneficiaries under the Plan,
including but not limited to rights of eligibility of an Employee to participate in the Plan, the value of a Participant's Accounts, and the nonforfeitable percentage of each Participant's Accounts; 


        (d)   To
interpret and enforce the terms of the Plan and the rules and regulations it adopts; 


        (e)   To
review and render decisions with respect to a claim for, (or denial of a claim for) a benefit under the Plan; 


        (f)    To
furnish the Employer with information that the Employer may require for tax or other purposes; 


        (g)   To
engage the service of counsel (who may, if appropriate, be counsel for the Employer) and agents whom it may deem advisable to assist it with the performance of its
duties; 


        (h)   To
prescribe procedures to be followed by distributes in obtaining benefits; 


        (i)    To
receive from the Employer and from Employees such information as shall be necessary for the proper administration of the Plan; 


        (j)    To
maintain, or cause to be maintained, separate Accounts in the name of each Participant; 


        (k)   To
select a secretary, who need not be a member of the Committee; and 


        (l)    To
interpret and construe the Plan. 



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        (m)  To
amend the Plan, but only for the following purposes: 



        (i)    changes
in the laws or regulations related to this Plan; 


        (ii)   to
clarify any provisions in the Plan or to correct any errors in the document; 


        (iii)  to
simplify administration or for administrative convenience; and 


        (iv)  for
any other reason, provided that no such amendment shall materially increase the Company's liability or potential liability under this Plan. 





        5.5.    Manner of Action.    The decision of a majority of the members
of the Plan Administration Committee appointed and qualified shall control. In case of a vacancy in the membership of the Committee, the remaining members may exercise any and all of the powers,
authorities, duties, and discretion conferred upon the Committee. The Committee may, but need not, call or hold formal meetings. Any decision made or action taken pursuant to written approval of a
majority of the then members shall be sufficient. The Committee shall maintain adequate records of its decisions. 


        5.6.    Authorized Representative.    The Committee may authorize any
one of its members, or its secretary, to sign on its behalf any notices, directions, applications, certificates, consents, approvals, waivers, letters, or other documents. 


        5.7.    Interested Member.    No member of the Committee may decide or
determine any matter concerning the distribution, nature, or method of settlement of his own benefits under the Plan unless there is only one person acting alone in the capacity as the Committee. 


        5.8.    Indemnity.    The Company shall indemnify and save harmless
the Committee, and its members, and each of them, from and against any and all loss resulting from liability to which the Committee, or its members, may be subjected by reason of any act, conduct, or
inaction (except willful or reckless misconduct), in their official capacities in the administration of the Plan, including all expenses reasonably incurred in their defense, in case the Company fails
to provide such defense. 





End
of Article V 


8







 
 
 

ARTICLE VI
  PARTICIPANT ADMINISTRATIVE PROVISIONS    
    


        6.1    Beneficiary Designation.    Each Participant may from time to
time designate, in writing, a Beneficiary to whom his Accounts shall be paid in the event of his death. The Plan Administration Committee shall prescribe the form for the written designation of
Beneficiary and, upon the Participant's filing the form with the Committee, it shall revoke all designations filed prior to that date by the same Participant. A Participant may designate multiple
and/or contingent Beneficiaries. If a Participant fails to name a Beneficiary, or if the Beneficiary named by a Participant predeceases him, the Beneficiary shall be, first, his spouse at the time of
his death, or if he has no surviving spouse, then to his surviving children, then to his surviving parents in equal shares, or if the Participant has no surviving parents, then to his estate. If the
Participant dies after distributions have commenced hereunder but before a complete distribution of his nonforfeitable benefits, payment of such benefits shall be in a lump sum to the legal
representative of the estate of the last to die of the Participant and his Beneficiary. The Committee, in its sole discretion, shall direct the Employer to whom the payments shall be made under this
Section. 


        6.2    Personal Data to Plan Administration Committee.    Each
Participant and Beneficiary must furnish to the Committee such evidence, data, or information as the Committee considers necessary or desirable for the purpose of administering the Plan. The
provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant will promptly furnish full, true, and complete evidence, data, and
information when requested by the Committee, provided the Committee shall advise each Participant of the effect of his failure to comply with its request. 


        6.3    Address for Notification.    Each Participant and each
Beneficiary of a deceased Participant shall file with the Committee, in writing, such person's post office address, and each subsequent change of such post office address. Any payment or distribution
hereunder, and any communication addressed to a Participant or his Beneficiary, at the last address filed with the Committee, or if no address have been filed, then the last address indicated on the
records of the Employer shall be deemed to have been delivered to the Participant or his Beneficiary on the date that such distribution or communication is deposited in the United States mail, postage
prepaid. 


        6.4    Place of Payment and Proof of Continued Eligibility.    Any
check representing payment hereunder and any communication addressed to an Employee, a former Employee, a retired Employee, or a Beneficiary at his last address filed with the Committee, or if no such
address has been filed, then at his last address as indicated on the records of the Employer, shall be deemed to have been delivered to such person on the date on which such check or communication is
deposited in the United States mail. If the Committee, for any reason, is in doubt as to whether benefit payments are being received by the person entitled thereto, it shall, by registered mail
addressed to the person concerned, at his address last known to the Committee, notify such person that all unmailed and future retirement payments shall be henceforth withheld until he provides the
Committee with evidence of his continued life and his proper mailing address. 


        6.5    Assignment or Alienation.    Except as may be specified under a
"qualified domestic relations order," as defined in section 514(b)(7) of ERISA, no benefit payable under the Plan shall be subject in any manner to alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary prior to actually being received by the person entitled to the benefit under the terms of the
Plan. The Company shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any person entitled to benefits hereunder. 


        6.6    Information Available.    Any Participant or Beneficiary may
examine copies of this Plan or any other instrument under which the Plan was established or is operated. The Plan Administration committee will maintain all of the items listed in this Section in its
office, or in such other place or 


9







 



places
as he may designate from time to time for examination during reasonable business hours. Upon the written request of a Participant or Beneficiary, the Plan Administration Committee shall furnish
him with a copy of any item listed in this Section. The Plan Administration Committee may make a reasonable charge to the requesting person for the copy so furnished. 


        6.7    Beneficiary's Right to Information.    A beneficiary's right to
(and the Committees' duty to provide to the Beneficiary) information or data concerning the Plan shall not arise until the Beneficiary first becomes entitled to receive a benefit under the Plan. 


        6.8    Claims Procedure.    Prior to or upon becoming entitled to
receive a benefit hereunder, a Participant or Beneficiary shall file a claim for such benefit with the Committee at the time and in the manner prescribed thereby. However, the Committee may
direct payment of a Participant's or Beneficiary's benefits hereunder without requiring the filing of a claim therefore, if the Committee has knowledge of such Participant's or Beneficiary's
whereabouts. 


        6.9    Appeal Procedure for Denial of Benefits.    The Committee shall
provide adequate notice in writing to any Participant or to any Beneficiary ("Claimant") whose claim for benefits under the Plan the Committee has denied. 



        (a)   Such
notice must be sent within 90 days of the date the claim is received by the Committee unless special circumstances require an extension of time for
processing the claim. Such extension shall not exceed 90 days and no extension shall be allowed unless, within the initial 90 day period, the claimant is sent an extension notice
indicating the special circumstances requiring the extension and specifying a date by which the Committee expects to render its decision. 


        (b)   The
Committee's notice of denial to the Claimant shall set forth the following: 



        (1)   The
specific reason or reasons for the denial; 


        (2)   Specific
references to pertinent Plan provisions on which the Committee based its denial; 



        (3)   A
description of any additional material and information needed for the Claimant to perfect his or her claim and an explanation of why the material or information is
needed; 


        (4)   A
statement that the Claimant may request a review upon written application to the Committee, review pertinent Plan documents, and submit issues and comments in writing.
The notice must also state that any appeal of the Committee's adverse determination must be made in writing to the Committee within 60 days after receipt of the Committee's notice of denial of
benefits. The notice must further advise the Claimant that failure to appeal the action to the Committee in writing within the 60-day period will render the Committee's decision final,
binding, and conclusive. 


        (5)   The
address of the Plan Administration Committee to which the Claimant may forward his or her appeal. 




        (c)   If
the Claimant should appeal to the Committee, the Claimant or a duly authorized representative, may submit, in writing, whatever issues and comments the Claimant deems
pertinent. The Committee shall re-examine all facts related to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances. The
Committee shall advise the Claimant in writing of its decision on the appeal, the specific reasons for the decision, and the specific Plan provisions on which the decision is based. The notice of the
decision shall be given within 60 days of the Claimant's written request for review, unless special circumstances (such as a hearing) would make the rendering of a decision within the
60 day period infeasible, but in no event shall the Committee render a decision regarding the denial of a claim 



10







 

for
benefits later than 120 days after its receipt of a request for review. If an extension of time for review is required because of special circumstances, written notice of the extension
shall be furnished to the claimant prior to the date the extension period commences. 




        6.10    No Rights Implied.    Nothing contained in this Plan, or in
any modification or amendment to the Plan, shall give any Employee, Participant, or any Beneficiary any right to continue employment, or any other legal or equitable right against an Employer, or
Employee of the Employer, or against their agents, except as expressly provided by the Plan. 





End
of Article VI 


11







 
 
 

ARTICLE VII
  AMENDMENT AND TERMINATION    
    


        7.1    Amendment.    The Company shall have the right at any time,
without prior notice and without cause, to amend or terminate the Plan by action of its board of directors or by action of the compensation committee of its board of directors. The Company shall make
all amendments in writing. Each amendment shall state the date to which it is either retroactively or prospectively effective. 


        7.2    Termination.    Upon termination of the
Plan, the Company shall pay all benefits credited to Participants pursuant to Section 4.1. 





End
of Article VII 


12







 
 
 

ARTICLE VIII
  MISCELLANEOUS    
    


        8.1    Execution of Receipts and Releases.    Any payment to any
Participant, or to legal representative or Beneficiary, in accordance with the provisions of the Plan, shall to the extent thereof be in full satisfaction of all claims hereunder against the Plan. The
Plan Administration Committee may require such Participant, legal representative, or Beneficiary, as a condition precedent to such payment, to execute a receipt and release therefore in such form as
it shall determine. 


        8.2    Employer Records.    Each Employer shall, upon request or as
may be specifically required hereunder, furnish or cause to be furnished, all of the information or documentation which is necessary or required by the Plan Administration Committee to perform its
duties and functions under the Plan. Records of an Employer as to an Employee's or Participant's period of employment, termination of employment and the reason therefore, leaves of absence,
reemployment, and Compensation will be conclusive on all persons, unless determined by the Plan Administration Committee to be incorrect. 


        8.3    Interpretations and Adjustments.    To the extent permitted by
law, an interpretation of the Plan and a decision on any matter within the Committee's discretion made in good faith is binding on all persons. A misstatement of other mistake of fact shall be
corrected when it becomes known and the person responsible shall make such adjustment on account thereof as he considers equitable and practicable. 



        8.4    Evidence.    Evidence required of anyone under the Plan may be
by certificate, affidavit, document, or other information which the person acting on it considers pertinent and reliable, and signed, made or
presented by the proper party or parties. Any action required of the Employer may be by resolution of its board of directors or by any person authorized to act on behalf of the Employer. 


        8.5    Severability.    In the event any provision of the Plan shall
be held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable and the Plan shall be construed and
enforced as if the illegal or invalid provision had never been included herein. 


        8.6    Notice.    Any notice required to be
given herein by an Employer or the Plan Administration Committee, shall be deemed delivered, when (a) personally delivered, or (b) placed in the United States mails, in an envelope
addressed to the last address of record the person to whom the notice is given. 



        8.7    Waiver of Notice.    Any person entitled to notice under the
Plan may waive the notice. 


        8.8    Successors.    The Plan shall be binding upon all persons
entitled to benefits under the Plan, their respective heirs and legal representatives, upon each Employer, its successors and assigns, and upon the Plan Administration Committee, and its successors. 



        8.9    Headings.    The titles and headings of Articles and Sections
are included for convenience of reference only and are not to be considered in construction of the provisions hereof. 


        8.10    Governing Law.    All questions arising with respect to the
provisions of this Agreement shall be determined by application of the laws of the State of Washington except to the extent Washington law is preempted by federal law. 





End
of Article VII 


13







 

        IN
WITNESS WHEREOF, the undersigned officer of Washington Mutual, Inc. has executed this instrument to be effective as of July 20, 2004. 



	 	 	WASHINGTON MUTUAL, INC.
	  

    	 	 	 
	

 	
 	

By:	

    

	

 	
 	

Its:	

    





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QuickLinks



Exhibit No. 10.8



WASHINGTON MUTUAL, INC. SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN Effective July 20, 2004

TABLE OF CONTENTS


PREAMBLE

ARTICLE I NATURE OF PLAN

ARTICLE II DEFINITIONS AND CONSTRUCTION

ARTICLE III Accounts and Credits

ARTICLE IV PAYMENT OF BENEFITS

ARTICLE V PLAN ADMINISTRATION COMMITTEE

ARTICLE VI PARTICIPANT ADMINISTRATIVE PROVISIONS

ARTICLE VII AMENDMENT AND TERMINATION

ARTICLE VIII MISCELLANEOUS