EXHIBIT 10.2 


EMPLOYMENT
AGREEMENT


This EMPLOYMENT AGREEMENT
(the “Agreement”) dated as of June 5, 2005,
between Washington Mutual, Inc. (the “Company”), a
Washington Corporation, and Joseph W. Saunders (the “Executive”).


W I T N E S S E T H


WHEREAS, Executive is currently a party to that certain
Executive Employment Agreement with Providian Financial Corporation, a Delaware
Corporation (“Providian”), dated as of November 25,
2001 as amended (the “Prior Agreement”);


WHEREAS, pursuant to that certain Agreement and Plan of
Merger by and between the Company and Providian, dated June 5, 2005 (the “Merger Agreement”), it is contemplated that Providian will
merge with and into the Company (the “Merger”),
with the Company remaining as the surviving corporation; and


WHEREAS, effective as of the date of the consummation of
the Merger (the “Effective Date”), the Company
desires that the Prior Agreement be canceled, and further desires to employ
Executive as President and Chief Executive Officer of the Credit Card Division
of the Company (the “Division”), and
to enter into an agreement embodying the terms of such employment, and
Executive agrees to the cancellation of the Prior Agreement, and desires to
accept such employment and enter into such an agreement.


NOW THEREFORE, in consideration of the foregoing, of the mutual
promises contained herein and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


1.   EFFECTIVENESS
OF AGREEMENT; EMPLOYMENT TERM.


(a)   Effective Date of Agreement.   This Agreement shall
become effective as of the Effective Date. In the event that the Merger
Agreement shall terminate, this Agreement shall terminate and be of no force
and effect, and Executive shall have no rights, obligations or liability, and
the Company shall have no rights, obligations or liability, hereunder.


(b)   Term of Employment; Expiration of Agreement.   Executive’s term of employment under
this Agreement shall be for the two-year period commencing on the Effective
Date and, unless terminated earlier as provided in Section 6 below, ending
on the second anniversary of the Effective Date (the “Employment
Term”), and shall be subject to the terms and conditions of this Agreement.
Subject
to Executive’s continued employment with the Company through the second
anniversary of the Effective Date, this Agreement shall upon such date expire (the “Expiration Date”) and be of no further force
and effect (provided that any provisions of this Agreement which by their terms
survive any termination of Executive’s employment hereunder occurring prior to
the Expiration Date shall remain in effect in accordance with their respective
terms).


2.   CANCELLATION
OF PRIOR AGREEMENT; CHANGE IN CONTROL PAYMENT; EQUITY AWARDS


(a)   Cancellation of Prior Agreement.   Effective as of the
Effective Date, the Prior Agreement shall terminate and be of no further force
and effect, and Executive shall have no further rights thereunder.


(b)   Change in Control Payment.   In consideration for
the cancellation of the Prior Agreement, so long as the Executive remains
employed with Providian through the Effective Date, as of the Effective Date,
Executive shall be entitled to receive a cash lump sum payment equal to $9,360,000.









 EXHIBIT 10.2 
  



(c)   Excise Tax Protections.   Notwithstanding
anything set forth in this Agreement to the contrary, the provisions set forth
in Exhibit B of the Prior Agreement (Gross-Up Provisions) shall continue to
apply on and following the Effective Date.


(d)   Equity Awards.   In consideration for
entering into this Agreement, the Company shall grant Executive the following
stock-based equity awards pursuant to the terms of the applicable Company stock
incentive plan to the extent consistent with the terms of this Agreement:


(i)   Restricted Stock.   So
long as the Executive remains employed with Providian through the Effective
Date, on the Effective Date, the Company shall grant Executive such number of
shares of restricted common stock of the Company (“Common Stock”) equal to the
quotient of (x) $2,000,000 divided by (y) the Fair Market Value (the “Restricted Stock”). The Restricted Stock shall vest in two
equal installments, with the first installment of such Restricted Stock vesting
on the first anniversary of the Effective Date and the second installment of
such Restricted Stock on the date immediately preceding the second anniversary
of the Effective Date, so long as Executive remains employed by the Company
through each applicable vesting date.


(ii)   Stock
Options.   So long as the Executive remains employed with
Providian through the Effective Date, the Company shall grant Executive an
option to purchase such number of shares of Common Stock equal to three times
the number of shares of Restricted Stock that are granted to Executive in
accordance with Section 2(d)(i) above  (the “Stock Option”).
The Stock Option shall have a ten (10) year term and a per share exercise
price equal to the Fair Market Value of one share of common stock of the
Company on the Effective Date and shall vest in two equal installments, on the
same terms as the Restricted Stock as set forth in Section 2(d)(i) above.


(iii)   Other Terms; Definition of “Fair Market Value”.   Each
of the Restricted Stock and Stock Option awards shall, subject to the
provisions set forth above, otherwise be granted pursuant to grant agreements
that contain terms consistent with those set forth in restricted stock and
stock option grant agreements, respectively, that are generally provided to
similarly situated executives of the Company. For purposes of this Section 2(d),
“Fair Market Value” shall be equal to the closing trading price of one share of
Common Stock on the New York Stock Exchange on the Effective Date.


(iv)   Acceleration of
Vesting.   Notwithstanding the provisions of this Agreement or
the terms of the applicable Company stock incentive plan or any other agreement
to the contrary, in the event Executive’s employment hereunder is terminated by
the Company without Cause or by Executive for Good Reason or by reason of the
Executive’s death or Disability, (x) the Restricted Stock and Stock Option
granted to Executive pursuant to Section 2(d)(i) and (ii) above
and then held by the Executive shall, to the extent then unvested, vest in
full, and (y) the Stock Option granted to Executive pursuant to Section 2(d)(ii) above
and then held by the Executive shall remain exercisable for a period no shorter
than the shorter of (A) the remainder of its original scheduled term (absent
a termination of employment) or (B) one year following the date of such
termination of Executive’s employment (the benefit described in this Section 2(d)(iv),
the “Equity Vesting”).


3.   POSITION
AND DUTIES; EMPLOYEE EFFORTS.


(a)   For so long as
Executive is employed hereunder, Executive shall serve as the President and
Chief Executive Officer of the Division. In this capacity, Executive shall have
such duties, authorities and responsibilities commensurate with his position
with the Division and such other duties and responsibilities as the Board of
Directors of the Company (the “Board”) shall
designate, which duties and authority shall be in all cases consistent with
Executive’s position as President and Chief Executive Officer of the Division. Executive
shall report to the President and Chief Operating Officer of the Company.









 EXHIBIT 10.2 
  



(b)   For so long as
Executive is employed hereunder, Executive shall devote substantially all of
his business time (excluding periods of vacation and sick leave), energy and
skill in the performance of his duties with the Company, provided the foregoing
will not prevent Executive from (i) participating in charitable, civic,
educational, professional, community or industry affairs and (ii) managing
his and his family’s personal investments so long as such activities in the
aggregate do not materially interfere with his duties hereunder.


4.   CURRENT
COMPENSATION.


(a)   Base Salary.   During the period when Executive is employed hereunder, the
Company agrees to pay Executive a base salary at an annual rate of not less
than $800,000 (the “Base Salary”),
payable in accordance with the regular payroll practices of the Company, but
not less frequently than monthly.


(b)   Annual Bonus.   Executive shall be eligible to earn an annual bonus in
respect of each fiscal year of the Company ending during the period when
Executive is employed hereunder (or, for the portion of the Employment Term
occurring after the last fiscal year that ends during the Employment Term, a
pro rata portion of such annual bonus based on the ratio that the number of
days of such fiscal year bears to 365) in a target amount equal to 200% of
Executive’s Base Salary (each such payment, an “Annual Bonus”).
Each Annual Bonus shall be payable promptly within 30 days after the end of the
applicable fiscal year to which such payment relates.


(c)   Long-Term Incentives.   Executive shall receive in
respect of each fiscal year of the Company during which Executive is employed
hereunder long-term incentive awards at the same time(s), at such level(s) and
on substantially the same term(s) and conditions, as similarly situated
executives of the Company receive any such awards (the “LTI Awards”).


5.   EMPLOYEE BENEFITS.


(a)   Benefits.   For so long as Executive is employed
hereunder, Executive shall be entitled to participate in any employee benefit
plan in which the senior executives of the Company shall be eligible to
participate including, but not limited to, pension, thrift, profit sharing,
medical coverage, education, or other retirement or welfare benefits that the
Company has adopted or may adopt, maintain or contribute from time to time. For
so long as Executive is employed hereunder, Executive shall continue to be
provided with perquisites (including a car and driver) that are no less
favorable than the perquisites provided to the Executive as of immediately
prior to the Effective Date.


(b)   Vacations.   Executive shall be entitled to an annual paid
vacation in accordance with the Company’s policy applicable to senior
executives of the Division.


(c)   Business
Expenses.   Upon
presentation of appropriate documentation, Executive shall be reimbursed in
accordance with the Division’s expense reimbursement policy as in effect from
time to time for all reasonable and necessary business expenses incurred in
connection with the performance of his duties hereunder.


6.   TERMINATION.   Executive’s employment hereunder
shall terminate on the first of the following to occur:


(a)   Disability.   Upon thirty (30) days advance
written notice by the Company to Executive of termination due to Disability. For
purposes of this Agreement, “Disability”
shall be defined as the inability of Executive to perform his material duties
hereunder due to a physical or mental injury, infirmity of incapacity for 180
consecutive days or an aggregate period of more than 210 days in any twelve
(12) consecutive month period. The existence or nonexistence of a Disability
shall be determined by a physician agreed in good faith to by Executive and the
Company.









 EXHIBIT 10.2 
  



(b)   Death.   Automatically on the date of death
of Executive.


(c)   Cause.   Immediately upon written notice by
the Company to Executive of a termination for Cause provided, such notice is
given within ninety (90) days of the discovery of the Cause event by the Chairman
of the Compensation Committee of the Board. “Cause”
shall mean (i) the willful misconduct of Executive with regard to the
Company that is materially injurious to the Company provided, however, that no
act or failure to act on Executive’s part shall be considered “willful” unless
done, or omitted to be done, by Executive not in good faith and without
reasonable belief that his action or omission was in the best interests of the
Company; (ii) the conviction of Executive of (or the pleading by Executive
of nolo contendere to) any felony (other than traffic related offenses or as a
result of vicarious liability); or (iii) continued failure by Executive to
perform his duties after notice has been given to him by the Board of such
failure.


Notwithstanding the foregoing, Executive shall not be
deemed to have been terminated for Cause without (i) advance written
notice provided to Executive not less than fourteen (14) days prior to the date
of termination setting forth the Company’s intention to consider terminating
Executive including a statement of the date of termination and the specific
detailed basis for such consideration for Cause; (ii) an opportunity of
Executive, together with his counsel, to be heard before the Board during the
fourteen (14) day period ending on the date of termination; (iii) a duly
adopted resolution of the Board stating that in accordance with the provisions
of the next to the last sentence of this Section 6(c), that the actions of
Executive constituted Cause and the basis thereof; and (iv) a written
determination provided by the Board setting forth the acts and omissions that
form the basis of such termination of employment. Any determination by the
Board hereunder shall be made by the affirmative vote of at least a two-thirds
majority of the members of the Board (other than Executive, if applicable). Any
purported termination of employment of Executive by the Company which does not
meet each and every substantive and procedural requirement of this Section 6
shall be treated for all purposes under this Agreement as a termination of
employment without Cause.


(d)   Without
Cause.   Upon
written notice by the Company to Executive of an involuntary termination
without Cause, other than for death or Disability, at any time with or without
advance notice.


(e)   Good
Reason.   Upon
written notice by Executive to the Company of a termination for Good Reason. “Good Reason” shall mean, without the express written consent
of Executive, the occurrence of any of the following events unless such events
are fully corrected in all material respects by the Company within thirty (30)
days following written notification by 
Executive to the Company that he intends to terminate his employment
hereunder for one of the reasons set forth below:


(i)    any
reduction or diminution (except temporarily during any period of Disability) in
Executive’s titles or positions, or a material reduction or diminution in the
Executive’s authorities, duties or responsibilities with the Company;


(ii)   a
reduction in any part of Executive’s Base Salary as set forth in Section 4(a) above,
target Annual Bonus as set forth in Section 4(b) above or the failure
by the Company to provide the LTI Awards as set forth in Section 4(c) above
or any material benefits set forth in Section 5; or


(iii)  the relocation
of Executive’s principal office location to any location outside of the San
Francisco, California metropolitan area.


Notwithstanding the foregoing, any termination for
Good Reason may only occur if Executive provides a notice of termination for Good
Reason (as described herein above) within 60 days after the occurrence of the
event giving rise to the claim of Good Reason.









 EXHIBIT 10.2 
  



(f)   Without
Good Reason.   Upon
at least thirty (30) days advance written notice by Executive to the Company of
Executive’s voluntary termination of employment without Good Reason (which the
Company may, in its sole discretion, make effective earlier than any effective
date of termination as set forth in such notice).


7.   CONSEQUENCES
OF TERMINATION.


(a)   Disability.   Upon a termination of Executive’s
employment due to a Disability, the Company shall pay or provide Executive, in
addition to the Equity Vesting, (i) any unpaid Base Salary through the
date of termination and any accrued vacation; (ii) any unpaid Annual Bonus
accrued with respect to the fiscal year ending on or preceding the date of
termination; (iii) reimbursement for any unreimbursed business expenses
incurred through the date of termination; (iv) a pro-rata portion of
Executive’s Annual Bonus for the fiscal year in which Executive’s termination
occurs (determined by multiplying such amount by a fraction, the numerator of
which is the number of days during the fiscal year of termination that
Executive is employed by the Company and the denominator of which is 365); (v) from
the date of such termination of employment through the third anniversary of such
date, continued coverage under the Company’s health and welfare plans in which
Executive and his dependents participated immediately prior to such termination
of employment (provided that any such coverage shall terminate on the date
Executive receives comparable coverage from any subsequent employer); and (v) all
other payments, benefits or fringe benefits to which Executive may be entitled
to under the terms of any applicable compensation arrangement or benefit,
equity or fringe benefit plan or program or grant (collectively, the “Accrued Benefits”).


(b)   Death.   In the event the Employment Term
ends on account of Executive’s death, in addition to the Equity Vesting, the
Executive’s estate shall be entitled to the Accrued Benefits.


(c)   Termination
for Cause or without Good Reason.   If
Executive’s employment should be terminated (x) by the Company for Cause
or (y) by Executive without Good Reason, the Company shall pay to
Executive only the Accrued Benefits (other than amounts described in Section 7(a)(iv) above).


(d)   Termination
without Cause or for Good Reason.   If
Executive’s employment should be terminated (x) by the Company other than
for Cause (excluding due to Executive’s Disability), or (y) by Executive
for Good Reason, the Company shall pay or provide Executive, in addition to the
Equity Vesting, with: (i) the Accrued Benefits; (ii) a lump sum cash
payment in an amount equal to the Base Salary and Annual Bonus payments that
would have otherwise been paid in the absence of any such termination of
employment (based on the target Annual Bonus) through the Expiration Date
within ten (10) business days after the effective date of such termination
(or, if Executive is a “specified employee” within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended, on such later date, if any,
as may be required under such Section); and (iii) an amount equal to the
unvested portion of the qualified and non-qualified retirement contribution
accounts then in existence (payable in addition to any vested amounts due under
the retirement plans of the Company and its affiliated companies). Notwithstanding
anything set forth in this Agreement to the contrary, in no event shall the
provision of any payment or benefit provided under this Section 7(d) result
in the duplication of any such payment or benefit that may be otherwise
provided in any other Section of this Agreement or any other plan,
program, policy or agreement.


8.   Successors; Assignment.   This Agreement shall inure to the benefit of and be
binding upon the Company, and Executive and any personal or legal
representatives, executors, administra­tors, successors, assigns, heirs,
distributees, devisees and legatees of Executive. As used in this Agreement, “Company” shall mean the Company and any
successor to its business and/or assets. This Agreement, and all of Executive’s
rights and duties hereunder, shall not be assignable or delegable by Executive, and this
Agreement, and all 









 EXHIBIT 10.2 
  



of the Company’s rights and duties
hereunder, shall only be assignable or delegable by the Company to any
successor to its business and/or assets.


9.   Notice.   For the purpose of this
Agreement, notices and all other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given (i) on the
date of delivery if delivered by hand, (ii) on the date of transmission,
if delivered by confirmed facsimile, (iii) on the first business day
following the date of deposit if delivered by guaranteed overnight delivery
service, or (iv) on the fourth business day following the date delivered
or mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


If to Executive:


At the address (or to the facsimile number) shown on
the records of the Company and with a copy to:


If to
the Company:


Washington
Mutual, Inc.

1201 Third Avenue

Suite 1500

Seattle, WA  98101

Attention:  General Counsel


or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.


10.   Restrictive Covenants.   In connection with the Merger, Executive acknowledges
and agrees that: (i) Executive will receive the Restricted Stock and the
Stock Option, which Restricted Stock and Stock Option will materially benefit
Executive; (ii) it is essential to the success of the Company following
the Merger and the enterprise of the Company in the future that the Restricted
Stock and Stock Option being granted to Executive in connection with the Merger
be protected by non-competition agreements of the type set forth below; (iii) holders
of Common Stock would suffer significant and irreparable harm from such
Executive competing with the business of the Company for a period of time after
the Merger or after the termination of Executive’s employment with the Company;
(iv) in connection with the Merger, and in the course of Executive’s
employment with the Company, Executive will be provided with access to
sensitive and proprietary information about the clients, prospective clients,
knowledge capital and business practices of the Company, and has been and will
be provided with the opportunity to develop relationships with clients,
prospective clients, employees and other agents of the Company, and Executive
further acknowledges that such proprietary information and relationships are
extremely valuable assets in which the Company has invested and will continue
to invest substantial time, effort and expense and which represent a
significant component of the value of the Merger to the other owners of the
Company.  In recognition of all of the
foregoing, Executive agrees that he or she is willing to enter into and be
bound by, on the basis of, and in consideration of, all or substantially all of
the senior executives of the Division entering into an agreement containing the
same terms as set forth in this Section 10, the following covenants:


(a)   Confidentiality.   Executive
acknowledges that in his employment hereunder he will occupy a position of
trust and confidence. Executive shall not, except as in good faith deemed necessary
or desirable by Executive to perform his duties hereunder, to defend his own
rights or as required by applicable law or legal process, without limitation in
time or until such information shall have become public or known in the
Company’s industry other than by 
Executive’s unauthorized disclosure, disclose to others or use, whether
directly or indirectly, any Confidential Information regarding the Company. “Confidential Information” 









 EXHIBIT 10.2 
  



shall mean information
about the Company, its subsidiaries and affiliates, and their respective
clients and customers that is not disclosed by the Company and that was learned
by Executive in the course of his employment by the Company, including (without
limitation) any proprietary knowledge, trade secrets, data, formulae,
information and client and customer lists and all papers, resumes, and records
(including computer records) of the documents containing such Confidential
Information.


(b)   Non-Solicitation
of Employees; Non-Compete.   Executive
recognizes that he possesses and will possess confidential information about
other employees of the Company relating to their education, experience, skills,
abilities, compensation and benefits, and inter-personal relationships with
customers of the Company. Executive recognizes that the information he
possesses and will possess about these other employees is not generally known,
is of substantial value to the Company in developing its business and in securing
and retaining customers, and has been and will be acquired by him because of
his business position with the Company. Executive agrees that, during the
period that Executive is employed by the Company hereunder and for the one-year
period following any termination of Executive’s employment occurring prior to
the Expiration Date (the “Restricted Period”),
he will not, directly or indirectly, solicit or recruit any employee of the
Company for the purpose of being employed by him or by any competitor of the
Company on whose behalf he is acting as an agent, representative or employee. Executive
also agrees that during the Restricted Period, Executive shall not, directly or
indirectly, without the prior written consent of the Company, provide
employment, directorship, consultative or other services to any business,
individual, partner, firm, corporation, or other entity that competes with the
Company’s credit card business.


(c)   Equitable
Relief and Other Remedies.   Executive
acknowledges and agrees that the Company’s remedies at law for a breach or
threatened breach of any of the provisions of this Section would be
inadequate and, in recognition of this fact, Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at
law, the Company, without posting any bond, shall be entitled to obtain
equitable relief in the form of specific performance, temporary restraining
order, a temporary or permanent injunction or any other equitable remedy which
may then be available.


(d)   Reformation.   If it is determined by a court of
competent jurisdiction in any state that any restriction in this Section 10
is excessive in duration or scope or is unreasonable or unenforceable under the
laws of that state, it is the intention of the parties that such restriction
may be modified or amended by the court to render it enforceable to the maximum
extent permitted by the law of that state.


(e)   Survival
of Provisions.   The
obligations contained in this Section 10 shall survive in accordance with their
terms the termination or expiration of Executive’s employment with the Company
and shall be fully enforceable thereafter.


11.   SECTION HEADINGS.   The section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.


12.   SEVERABILITY.   The provisions of this Agreement shall be deemed
severable and the invalidity of unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.


13.   COUNTERPARTS.   This
Agreement may be executed in several counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instruments.


14.   ARBITRATION.   Any
dispute or controversy arising under or in connection with this Agreement,
other than injunctive relief under Section 10(c) hereof, shall be
settled exclusively by arbitration, conducted before a single arbitrator in San
Francisco, California (applying California law) in accordance with the National
Rules for the Resolution of Employment Disputes of the American 









 EXHIBIT 10.2 
  



Arbitration Association
then in effect. The decision of the arbitrator will be final and binding upon
the parties hereto. Judgment may be entered on the arbitrator’s award in any
court having jurisdiction.


15.   WITHHOLDING TAXES.   The
Company may withhold from any amounts payable under this Agreement such
Federal, state and local taxes as may be required to be withheld pursuant to
any applicable law or regulation.


16.   MISCELLANEOUS.   No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by  Executive and such officer or director as may
be designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver or similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of California without regard to its
conflicts of law principles.


17.   FULL SETTLEMENT; LEGAL FEES.   Except as set forth in this
Agreement, the Company’s obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any circumstances, including without limitation, set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Company may have against Executive or others. In no event shall Executive be
obliged to seek other employment or take any other action by way of mitigation
of the amounts payable to Executive under any of the provisions of this
Agreement, nor shall the amount of any payment thereunder be reduced by any
compensation earned by Executive as a result of employment by another employer. The
Company agrees to pay, to the full extent permitted by law, all legal fees and
expenses which the Executive may reasonably incur in good faith as a result of
any contest (regardless of the outcome thereof) by the Company, the Executive
or others of the validity or enforceability of, or liability under, Section 2(b) or
2(c) of this  Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest, on any delayed payment at the applicable Federal rate
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of
1986, as amended.


18.   PRIOR AGREEMENTS.   Subject to
Section 2(c) above, commencing on the Effective Date, this Agreement
supersedes all prior agreements and understandings (including the Prior
Agreement and any verbal agreements) between Executive and the Company and/or
its affiliates (or any successors thereof) regarding the terms and conditions
of Executive’s employment with the Company and/or its affiliates (or any
successors thereof).


[Signatures on next page.]









 EXHIBIT 10.2 
  



IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first written above.




	
  

  	
  WASHINGTON MUTUAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  
	
   

  	
   

  
	
   

  	
  NAME:

  
	
   

  	
  TITLE:

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOSEPH W. SAUNDERS