CONFIDENTIAL

Office of Thrift Supervision

West Region
Department of the Treasury
Seattle Area Office
101 Stewart Street Suite 1010 Seattle WA 981011048

Telephone 206 8292600 + Fax 206 8292620

February 9 2006

Mr John F Robinson

Executive Vice President

Corporate Risk Management

Washington MutualBank
1201 Third Avenue WMT 1601

Seattle Washington 98101

Dear Mr Robinson

This responds to the notice filed January 30 2006 advising that Washington Mutual Bank WMB
plans to establish a new subsidiary Washington Mutual Preferred Funding LLC WMPF for the

of issuing two classes of preferred securities to be eligible

for inclusion in core capital of WMB
purpose
of the new
Based upon the representations made in the notice we do not object to establishment operating

by WMPF Notwithstanding be advised that this letter

subsidiary or to the issuance of securities please

should not be construed as authorizing the proposed capital treatment of the SI5 billion in LLC Preferred

Securities to be issued by WMPF That issue remains under review and we will
provide an answer when
is

our review

completedIn
we will WMB plan appropriately so as to allow
for the full thirtyday review
the future expect that will

by OTS of notices of this type

me at 206 8292601 you have any questions

if

Please contact

Sincerely

DarrelW Dochow
Regional Deputy Director

cc William L Lynch Secretary Washington Mutual

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 CONFIDENTIAL

Washington Mutual
CONFIDENTIAL TREATMENT QUESTED
Sohn F Robinson
Executive Vice President

Corporate RiiskManagement

February 23 2006

Darrel Dochow
Deputy Regional Director West Region
Office of Thrift Supervision 10

101 Stewart Street Suite 10

Seattle WA 981041048

for
Re Washington Mutual Bank Docket Number 08551 Request
stock
confirmation of capital treatment of two classes of preferred

Dear Mr Dochow

Mutual Inc I I am writing with reference to the notice

fin behalf of Washington
I

filed January 30 2006 by Washington Mutual Bank WMB to establish a new

VilMPF for the purpose of
subsidiary Washington Mutual Preferred Funding LLC

in
core capital of
issuingtwo classes of preferred securities to be eligible far inclusion
the Office of Thrift
WMB the Notice You provided notice of the nonobjection of

Supervision OTS to the establishment of WMPP by your letter dated February 9 2006

of the
WMB OTS confirm that the sale
in

the Notice the

As you are aware requested
as defined in the
Co Preferred Securities and the Delaware Issuer Securities
Cayman
Notice to outside investors constitutes the sale of the
LLCPreferred Securities as defined

LLC Preferred Securities qualify for

in

the Notice to outside investors and that the

inclusion in core capital of WMB In connection wit=h thatrequest WM1 hereby undertakes

Supervisory Event as defined in the Notice WMI exchanges its

that as a result of
if

Cayman Co
in

defined the Notice for Preferred Securities

Holding Company Shares as
WTI such exchange a quires the
to
if

and the l ielaware Issuer Securities or subsequent

LLC Preferred Securities W IIWill contribute to VMB the Cayman Co Preferred

Securities and the Delaware IssuerSecurities or as appropriate the LLC Preferred
Securities

at
have any questions regarding this letter please call RobertMonheit
you
If

212 3266104 or me at 206 4906100

SiereI

oho F Robinson
Executive Vice President

Corporate Risk Management

12111 Third Avenue

Seattle WA 981

phone 2064906€3E

fax 206 3 5I8

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 CONFIDENTIAL

Office of Thrift Supervision

ofthe Treasury West Region
Department

101 Stewart Street Suite 3010 Seattle WA 981012419 Seattle Area oft e

Telephone 206 8292600 Fax 206 8292620

February 24 2006

Mr John F Robinson
Executive Vice President FEB 2 8 2006
c
Corporate Risk Management
Mutual Inc LEGAL DEPARTMENT
Washington
1201 Third Avenue WMT 1601

Seattle WA 98101

Dear Mr Robinson

30 2006 that Washington Mutual

This letter further responds to the notice filed January advising

Bank WMB plans to establish a new subsidiary Washington Mutual Preferred Funding LLC

WMPF for the purpose of issuing two classes of Preferred Securities to be eligible for

inclusion in core capital of WMB By letter dated February 9 2006 we took no objection to the

establishment of the new operating subsidiary and the issuance of securities by WMPF

and discretion exclude

Please be advised that OTS will not exercise its supervisory authority to

the Preferred Securities from core capital

under 12 CFR 5675a1 footnote 4 or the

and we hereby
reservation of authority provision 12 CFR 56711 of the OTS capital rule

confirm that the Preferred Securities will qualify for inclusion in WMB core capital This

Notice attachment and commitment

on the representations the thereto
is

decision based in

detailed in your confidential letter dated February 23 2006

Notwithstanding the above the 0TS reserves The right in its sole discretion to exclude the

issuances of Preferred the terms are revised or

if

Preferred Securities or prospective Securities

otherwise ceases to provide support and a realistic ability to absorb losses

meaningful capital
it

This may include OTS concerns about the capital mix

or otherwise raises supervisory concerns

or asset structure of the Subsidiary or WMB

please contact me at 206 8292601

you have any questions regarding
If this letter

Sincerely

•WA W•L
Darrel W Dochow
Regional Deputy Director

cc William L Lynch Secretary Washington Mutual

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 CONFIDENTIAL

Mailstop WMC 3301

1301 Second Avenue
Seattle WA 98101

2065008302 direct phone

steverotellawamunet

Via Electronic Mail

September 25 2008

Office of Thrift Supervision

Examinations

Attn John Bisset

Attn Benjamin Franklin

that each Conditional Exchange will

WMI will a press release on September 26 2008 announcing
issue
2 of each Exchange
occur at 800 amNew York time on September 26 2008 Pursuant to Section

Conditional will then occur automatically at that time and WMI will become
Agreement the Exchange
and all the Preferred Securities issued by
the owner of all the Delaware issuer trust securities
Preferred Securities The occurrence of the
Preferred Funding Cayman Ltd
I the Cayco
Washington
the of each of the Delaware issuer trusts so that the WMPF
Conditional Exchange has effect dissolving
a result of such dissolution In any event
Preferred Securities held by the trusts will be owned by WMl as
WMI has WMB all of its right title and interes t t o th e D e awardl

September25 2008
effective assigned to

the Cayco Preferred Securities and the WMPF

Preferred Securities and upon rece pt i

trust securities

the Delaware trust securities the Cayco Preferred Securities and the WMPF Preferred Securities WM
and transfer same to and such contribution and transfer will occur
WMB
will immediately contribute
such contribution and transfer
regardless of any events which may occur prior to

Sincerely

WASHINGTON MUTUAL INC

By
Name Steve Rotella

Title President and Chief Operating Officer

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 CONFIDENTIAL

ASSIGNMENT AGREEMENT

between

WASHINGTON MUTUAL BANK

as Assignee

and

WASHINGTON MUTUAL INC

as Assignor

Effective as of September 25 2008

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 CONFIDENTIAL

ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT as amended modified or supplemented

of 25

is
from time to time after the date hereof the Agreement effective as September

federallychartered and between WASHINGTON

by
MUTUAL BANK a
is

2008 and made

and WASHINGTON
savings association as Assignee the Assignee

MUTUAL INC a Washington corporation as Assignor the Assignor

RECITALS

A Assignor wishes to assign to Assignee

Securities
certain

shall
securities

be assigned upon
and Assignee

the
wishes to accept such assignment which
execution of this Agreement

AGREEMENT

hereinafter set forth

In consideration of thepremises and the mutual agreements
valuable consideration the receipt and sufficiency of which are
and for other good and
the Assignee and Assignor agree as follows
hereby acknowledged

ARTICLE I

DEFINITIONS GENERAL INTERPRETIVE PRINCIPLES

Section 101 Definitions

and phrases unless the

Agreement the following words
in

Whenever used this

context otherwise requires shall have the following meanings

including all exhibits hereto and all

Agreement This Assignment Agreement

amendments hereof and supplements hereto

evidence of ownership of a Security

Certificate Any instrument constituting

Effective Date September 25 2008

Code The Internal Revenue Code of 1986 as amended and the regulations

Section references to the Code

promulgated thereunder and rulings issued thereunder
Agreement and any subsequent
in

as the date of this

are to the Code as effect
thereto or substituted
provisions of the Code amendatory thereof supplemental

therefore

of Securities pursuant to
Assignment The assignment to Assignee by Assignor

this Agreement

occur as of September 25 2008

Is

Delive deemed to

WMBNWI Master Securities

Assignment Agreement

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 CONFIDENTIAL

Person Any individual corporation limited liability company partnership joint

or
venture association jointstock company trust unincorporated organization

or political subdivision thereof

government or any agency

Assignee Washington Mutual Bank a federallychartered savings association

and its successors and assigns

A that are the subject of this

in
Securities The securities listed Exhibit

without limitation such securities any

Agreement The term Securities includes
such securities and all other rights benefits proceeds and
Certificates corresponding to

in
the owner of such securities arising from or connection with such
obligations of

securities whether now owned or hereafter acquired

Assignor Mutual Inc a Washington corporation and its successors

Washington
and assigns

Section 102 General Interpretive Principles

or
For purposes of this Agreement except as otherwise expressly provided

unless the context otherwise requires

have the meanings assigned to them

in

a the terms defined this Agreement

as well as the singular and the
in

this Agreement and include the plural

herein shall be deemed to include the other gender

use of any gender

terms not otherwise herein have the meanings

b accounting defined
in

them accordance with generally accepted accounting

assigned to
principles

references herein to Articles Sections Subsections Paragraphs

and other subdivisions without reference to a document are to designated

and other subdivisions of this

Articles Sections Subsections Paragraphs

Agreement
is

reference to a Section a
d a reference to a Subsection without further
in
in

reference to such Subsection as contained the same Section which

rule shall also apply to Paragraphs and

the reference appears and this

other subdivisions

other words of similar

e the words herein hereof hereunder and
as a whole and not to any particular
import refer to this Agreement
provision and

the term include or including shall mean without limitation by reason of

f
enumeration

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 CONFIDENTIAL

ARTICLE

II
ASSIGNMENT OF SECURITIES

Section 201 Assignment of Securities

With respect to the Securities listed on Exhibit A attached hereto Assignor

assigns sets over and conveys to Assignee without

hereby contributes transfers
of Assignors right title and
of this Agreement
recourse but subject to the terms
all

in
and to the Securities
interestwhether now owned or hereafter acquired

Agreement by Assignor and Assignee

all
of
Upon execution and
this
delivery

and benefits arising out of the Securities which come into the possession of
rights

in
but not limited to funds which may be received by Assignor on or
Assignor including
of all records and documents with
connection with the Securities and the ownership
of
by or which come
into the possession
respect to the Securities which are prepared
in

Assignor shall immediately vest Assignee

under this
that the assignment by Assignor to Assignee
Assignee acknowledges
taxfree transactions under Section 351 of the
Agreement are intended to qualify as
Code

ARTICLE
III

REPRESENTATIONS AND WARRANTIES

301 Mutual Representations and Warranties Each party hereby

Section
authority to enter
the other that has power and
it

all requisite
represents and warrants
to

into and perform its obligations under this Agreement

in
and warranties set forth
and agreed that the representations
is

understood
It

V shall the respective Securities to the Assignee and shall

this Article survive delivery of

continue throughout the term of this Agreement

ARTICLE IV

COSTS

Section 401 Costs

All other costs and expenses

Each shall bear its own costs and expenses
party
the Securities including without
the transfer and delivery of
in

incurred connection with

by

limitation recording and filing fees shall be paid Assignee

Agreement shall be made

Each remittance or distribution made pursuant to this

To the extent that the amount of a remittance or

manner agreed to by the parties
in

the
than the amount that was
is

distribution made pursuant to this Agreement greater

thereof to the
each party agrees to give prompt written notice
supposed to be made
the amount of such remittance or
other party after discovery thereof including
and refund such overpayment immediately
in

that was error to

distribution paid

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 CONFIDENTIAL

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 501 Amendment

from time to time only by written agreement

This Agreement may be amended
signed by Assignor
and Assignee

Section 502 Governing Law

accordance with the internal laws of the

in
This Agreement shall be construed

State of Washington except to the extent preempted by federal law and without
of such state and the obligations rights and
reference to the choice of law doctrine
accordance with such laws

in
shall be determined
remedies of the parties hereunder

Section 503 Notices

in
hereunder shall be writing and shall
All demands notices and communications
delivered at or mailed by registered or
be deemed to have been duly given
if

personally

a
in

the case of Assignor

certified mail postage prepaid to

Washington Mutual Inc

1301 Second Avenue WMC 1411

Seattle Washington 98101

Attention Corporate Secretary

in

or such other address as may hereafter be furnished by Assignor to Assignee writing

and
in

b the case of Assignee

Washington Mutual Bank

1301 Second Avenue WMC 1411

Seattle Washington 98101

Attention Corporate Secretary

in

be furnished by Assignee to Assignor writing

or such other address as may hereafter

Section 504 Merger Severability of Provisions

This Agreement and the documents and instruments referred to herein

and complete expression of the parties
is

the entire agreement of and the final

constitute
matter of this Agreement and supersedes all prior or
relating to the subject
oral or written relating to the
and agreements whether
contemporaneous negotiations

subject matter hereof

or terms of this
any one or more of the covenants agreements provisions
If

then such covenants

Agreement shall be held invalid for any reason whatsoever

4
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 CONFIDENTIAL

or terms shall be deemed severable from the remaining

agreements provisions

in
no affect
terms of this Agreement and way
shall
covenants agreements provisions or
the invalidity of

If
the validity or enforceability of the other provisions of this Agreement
shall deprive any party
any part provision representation or warranty of this Agreement
the parties shall
of the economic benefit intended to be conferred by this Agreement

is
a structure the economic effect of which nearly as
in

negotiate good faith to develop

same as the economic effect of this Agreement without regard to such
possible the

inability

Section 505 Execution Successors and Assicros

more counterparts and by the

one

in
executed
This Agreement may be or

different parties hereto on separate counterparts

each of which when so executed
shall constitute one and
shall be deemed to be an original such counterparts together
This shall inure to the benefit of and be binding upon
the same agreement Agreement

Assignor and and their respective successors and assigns

Assignee

Signatures on Following Page

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 CONFIDENTIAL

IN WITNESS WHEREOF the parties have caused this Agreement to be

authorized officers on the dates shown below to
be
executed by their respective duly

effective as of the effective date first set forth above

WASHINGTON MUTUAL BANK

By$

rTitle
Name
jA
zh
t
t i

r1WASHINGTON
MUTUAL INC

By
Name 1t
Title VVj f vol

s
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 CONFIDENTIAL

EXHIBITA

SECURITIES

I Washington Mutual Preferred Cayman I Ltd 725 Perpetual Noncumulative

Preferred Securities Series A1

ii Washington Mutual Preferred Cayman I Ltd 725 Perpetual Noncumulative

Preferred Securities Series A2

Mutual Preferred Funding Trust FixedtoFloating Rate Perpetual
iii Washington
Noncumulative Trust Securities
Mutual Preferred Trust FixedtoFloating Rate Perpetual

II
iv Washington Funding
Noncumulative Trust Securities

v Trust FixedtoFloating Rate Perpetual

Ill
Washington Mutual Preferred Funding

Noncumulative Trust Securities

Mutual Preferred Funding Trust IV FixedtoFloating Rate Perpetual

vi Washington
Noncumulative Trust Securities
Mutual Preferred LLC FixedtoFloating Rate Perpetual
vii Washington Funding

Noncumulative Preferred Securities Series 2006A

viii Washington Mutual Preferred Funding LLC 725 Perpetual Noncumulative

Preferred Securities Series 2006B

Mutual Preferred LLC FixedtoFloating Rate Perpetual
ix Washington Funding
Noncumulative Preferred Securities Series 2006C
x Washington Mutual Preferred Funding LLC FixedtoFloating
2007A
Rate Perpetual

Noncumulative Preferred Securities Series

Mutual Preferred Funding LLC FixedtoFloating Rate Perpetual

xi Washington
Noncumulative Preferred Securities Series 2007B in

and interest of the Washington Mutual Inc and to

ii Any and all right title

Washington Mutual Preferred Cayman I Ltd WaMu Cayman Washington

Mutual Preferred Funding WaMu Delaware I Washington Mutual

Trust

Trust WaMu Delaware Iln Washington Mutual Preferred

II

Preferred Funding
Trust WaMu Delaware Ill and Washington Mutual Preferred
III

Funding

Funding Trust IV WaMu Delaware IV and together with WaMu Cayman

WaMu and WaMu Delaware the Trusts
11

VJaMu Delaware I Delaware III

in

including any interests of the Trusts any of the Securities

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