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EXHIBIT 10.13.7  


 
 

AMENDMENT TO THE
  WASHINGTON MUTUAL, INC.
  CASH BALANCE PENSION PLAN    
  


        THIS AMENDMENT is made to the Washington Mutual, Inc. Cash Balance Pension Plan (the "Plan") by Washington
Mutual, Inc. (the "Company") on this 17th day of December 2002. 


1.    Amendment of the Plan for EGTRRA Preamble.  



	1.
	Adoption and Effective Date of Amendment. This amendment of the plan is adopted to reflect certain provisions of the Economic Growth and
Tax Relief Reconciliation Act of 2001 (EGTRRA). This amendment is intended as good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued
thereunder. Except as otherwise provided, this amendment shall be effective as of the first day of the first plan year beginning after December 31, 2001.



	2.
	Supersession of Inconsistent Provisions. This amendment shall supersede the provisions of the plan to the extent those provisions are
inconsistent with the provisions of this amendment. 




2.    Maximum Benefit Limitation  



	1.
	Effective Date. This section shall be effective for limitation years ending after December 31, 2001.



	2.
	Effect on Participants. Benefit increases resulting from the increase in the limitations of section 415(b) of the Code will be
provided to all current and former participants (with benefits limited by section 415(b)) who have an accrued benefit under the plan immediately prior to the effective date of this section
(other than an accrued benefit resulting from a benefit increase solely as a result of the increases in limitations under section 415(b)).



	3.
	Definitions.



	3.1
	Defined Benefit Dollar Limitation. The "defined benefit dollar limitation" is $160,000, as adjusted, effective January 1 of each
year, under section 415(d) of the Code in such manner as the Secretary shall prescribe, and payable in the form of a straight life annuity. A limitation as adjusted under section 415(d)
will apply to limitation years ending with or within the calendar year for which the adjustment applies.



	3.2
	Maximum Permissible Benefit. The "maximum permissible benefit" is the lesser of the defined benefit dollar limitation or the defined
benefit compensation limitation (both adjusted where required, as provided in (a) and, if applicable, in (b) or (c) below).



	(a)
	If
the participant has fewer than 10 years of participation in the plan, the defined benefit dollar limitation shall be multiplied by a fraction, (i) the numerator of
which is the number of years (or part thereof) of participation in the plan and (ii) the denominator of which is 10. In the case of a participant who has fewer than 10 years of service
with the employer, the defined benefit compensation limitation shall be multiplied by a fraction, (i) the numerator of which is the number of years (or part thereof) of service with the
employer and (ii) the denominator of which is 10.



	(b)
	If
the benefit of a participant begins prior to age 62, the defined benefit dollar limitation applicable to the participant at such earlier age is an annual benefit payable in the
form of a straight life annuity beginning at the earlier age that is the 









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actuarial
equivalent of the defined benefit dollar limitation applicable to the participant at age 62 (adjusted under (a) above, if required). The defined benefit dollar limitation applicable
at an age prior
to age 62 is determined as the lesser of (i) the actuarial equivalent (at such age) of the defined benefit dollar limitation computed using the interest rate and mortality table (or other
tabular factor) specified in section 2.3 of the plan and (ii) the actuarial equivalent (at such age) of the defined benefit dollar limitation computed using a 5 percent interest
rate and the applicable mortality table as defined in section 2.3(b) of the plan. Any decrease in the defined benefit dollar limitation determined in accordance with this paragraph (b)
shall not reflect a mortality decrement if benefits are not forfeited upon the death of the participant. If any benefits are forfeited upon death, the full mortality decrement is taken into account. 



	(c)
	If
the benefit of a participant begins after the participant attains age 65, the defined benefit dollar limitation applicable to the participant at the later age is the annual benefit
payable in the form of a straight life annuity beginning at the later age that is actuarially equivalent to the defined benefit dollar limitation applicable to the participant at age 65 (adjusted
under (a) above, if required). The actuarial equivalent of the defined benefit dollar limitation applicable at an age after age 65 is determined as (i) the lesser of the actuarial
equivalent (at such age) of the defined benefit dollar limitation computed using the interest rate and mortality table (or other tabular factor) specified in section 2.3 of the plan and
(ii) the actuarial equivalent (at such age) of the defined benefit dollar limitation computed using a 5 percent interest rate assumption and the applicable mortality table as defined in
section 2.3(b) of the plan. For these purposes, mortality between age 65 and the age at which benefits commence shall be ignored. 






3.    Increase in Compensation Limit  



	1.
	Increase in Limit. The annual compensation of each participant taken into account in determining benefit accruals in any plan year
beginning after December 31, 2001, shall not exceed $200,000. Annual compensation means compensation during the plan year or such other consecutive 12-month period over which
compensation is otherwise determined under the plan (the determination period). For purposes of determining benefit accruals in a plan year beginning after December 31, 2001, compensation for
any prior determination period shall be limited as provided by the employer in the adoption agreement.



	2.
	Cost-of-living Adjustment. The $200,000 limit on annual compensation in paragraph 1 shall be adjusted for
cost-of-living increases in accordance with section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year
applies to annual compensation for the determination period that begins with or within such calendar year.



	3.
	Compensation and Statutory Compensation Limit for Prior Determination Periods. In determining benefit accruals in plan years beginning
after December 31, 2001, the annual compensation limit in paragraph 1 of this section for determination periods beginning before January 1, 2002, shall be $150,000 for any
determination period beginning in 1996 or earlier; $160,000 for any determination period beginning in 1997, 1998, or 1999; and $170,000 for any determination period beginning in 2000 or 2001. 





4.    Modification of Top-Heavy Rules  



	1.
	Effective Date. This section shall apply for purposes of determining whether the plan is a top-heavy plan under
section 416(g) of the Code for plan years beginning after December 31, 



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2001,
and whether the plan satisfies the minimum benefits requirements of section 416(c) of the Code for such years. This section amends Article 8 of the plan. 



	2.
	Determination of top-heavy status.



	2.1
	Key Employee. Key employee means any employee or former employee (including any deceased employee) who at any time during the plan year
that includes the determination date was an officer of the employer having annual compensation greater than $130,000 (as adjusted under section 416(i)(1) of the Code for plan years beginning
after December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For this purpose,
annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with section 416(i)(1)
of the Code and the applicable regulations and other guidance of general applicability issued thereunder.



	2.2
	Determination of Present Values and Amounts. This section 2.2 shall apply for purposes of determining the present values of
accrued benefits and the amounts of account balances of employees as of the determination date. 










	 	2.2.1	 	Distributions During Year Ending on the Determination Date. The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be
increased by the distributions made with respect to the employee under the plan and any plan aggregated with the plan under section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall
also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation
from service, death, or disability, this provision shall be applied by substituting 5-year period for 1-year period.
	

 	

2.2.2	
 	
Employees not Performing Services during Year Ending on the Determination Date. The accrued benefits and accounts of any individual who has not performed services for the employer during the
1-year period ending on the determination date shall not be taken into account.





	3.
	Minimum Benefits. For purposes of satisfying the minimum benefit requirements of section 416(c)(1) of the Code and
the plan, in determining years of service with the employer, any service with the employer shall be disregarded to the extent that such service occurs during a plan year when the plan benefits (within
the meaning of section 410(b) of the Code) no key employee or former key employee. 




5.    Direct Rollovers of Plan Distributions



	1.
	Effective Date. This section shall apply to distributions made after December 31, 2001.



	2.
	Modification of Definition of Eligible Retirement Plan. For purposes of the direct rollover provisions in section 7.2 of the
plan, an eligible retirement plan shall also mean an annuity contract described in section 403(b) of the Code and an eligible plan under section 457(b) of the Code which is maintained by
a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan
from this plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a
qualified domestic relation order, as defined in section 414(p) of the Code. 



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6.    Applicable Mortality Table



	1.
	Effective Date. This section shall apply to distributions with annuity starting dates on or after December 31, 2002.



	2.
	Notwithstanding
any other plan provisions to the contrary, any reference in the plan to the Applicable Mortality Table shall be construed as a reference to the mortality table
prescribed in Rev. Rul. 2001- 62 for all purposes under the plan.



	3.
	For
any distribution with an annuity starting date on or after the effective date of this section and before the adoption date of this section, if application of the amendment as of
the annuity starting date would have caused a reduction in the amount of any distribution, such reduction is not reflected in any payment made before the adoption date of this section. However, the
amount of any such reduction that is required under §415(b)(2)(B) must be reflected actuarially over any remaining payments to the participant. 



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AMENDMENT TO THE WASHINGTON MUTUAL, INC. CASH BALANCE PENSION PLAN