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Office of Thrift Supervision

Department of the Treasury

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 Mutual Bank

1201 Third Avenue WMT 1601

Seattle Washington 98101

Dear Mr Robinson

West Region

Seattle Area Office

This responds to the notice filed January 302006 advising that Washington Mutual BankWMB

plans to establish a new subsidiary WashingtonMutual Preferred Funding LLCWMPF for the

purpose of issuingtwo classes of preferred securities to be eligible

for inclusion in core capital ofWMB

Based upon the representationsmade in the notice we do not object to establishment of the new operating

subsidiary or to the issuance of securities byWMPF Notwithstanding please be advised that this letter

should not be construed as authorizing the proposed capital treatment of the SI5billion in LLC Preferred

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

our review is

completedInthe future we will expect that WMB will plan appropriately so as to allow

for the full thirtyday review

by OTS of notices of this type

Please contact me at 206 8292601 ifyou have any questions

Sincerely

DarrelW Dochow

Regional Deputy Director

cc William L Lynch Secretary Washington Mutual

CONFIDENTIAL

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Washington Mutual

CONFIDENTIAL TREATMENT QUESTEDSohn F Robinson

Executive Vice President

Corporate RiiskManagement

February23 2006

Darrel Dochow

Deputy Regional Director West Region

Office ofThrift Supervision

101 Stewart Street Suite 10 10

Seattle WA 981041048

Re Washington Mutual Bank DocketNumber 08551 Request for

confirmation of capital treatment of two classesofpreferred

stock

Dear Mr Dochow

fin behalf ofWashington Mutual Inc II I am writing with reference to

the notice

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

subsidiary Washington Mutual Preferred Funding LLC VilMPFfor the purpose

of

issuingtwo classes of preferredsecurities to be eligible far inclusion i

n core capital of

WMB the Notice You provided notice of the nonobjectionof the Office of Thrift

Supervision OTS to the establishment ofWMPP by your letter dated February 92006

As you are aware inthe Notice WMB requested the OTS confirm that the sale

of the

Cayman Co Preferred Securities and theDelaware Issuer Securities as defined in the

Notice to outside investors constitutes the saleof the LLCPreferred Securities as defined

inthe Notice to outside investors and that the LLC Preferred Securities qualify

for

inclusion in core capital ofWMB In connectionwit=h thatrequest WM1 hereby undertakes

that if asa result of Supervisory Event as defined in the Notice

WMI exchanges its

Holding Company Shares as defined in the Noticefor Cayman Co Preferred Securities

and the l ielaware Issuer Securities or if WTI subsequent to such exchange a quiresthe

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

Securities and the Delaware IssuerSecurities or as appropriate the LLC Preferred

Securities

If you have any questions regarding this letter please

call RobertMonheit at

212 3266104 or me at 206 4906100

SiereI

oho F RobinsonExecutive Vice President


12111 Third Avenue

Seattle WA 981

20649063Ephone

fax 206 3 5I8

CONFIDENTIAL


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Department ofthe Treasury

101 Stewart Street Suite 3010 Seattle WA 981012419

Telephone 206 8292600 Fax 206 8292620

February 24 2006

West Region

Seattle Area oft e

Mr John F Robinson

Executive Vice President FEB 2 8 2 00 6c


Washington Mutual Inc LEGALDEPARTMENT

1201 Third Avenue WMT 1601

Seattle WA 98101

Dear Mr Robinson

This letter further responds to the notice filed January 30 2006 advising that WashingtonMutual

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 ofWMB By letter dated February 9 2006 we took no objection to the

establishment of the new operating subsidiary and the issuance of securities byWMPF

Please be advised that OTS will not exercise its supervisory authorityand discretion to exclude

the Preferred Securities from core capital under 12 CFR 5675a1 footnote 4 or the

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

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

decisionis based on

the representations in the Noticeattachment thereto and commitment

detailed in yourconfidential letter dated February 23 2006

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

Preferred Securities or prospective issuances of Preferred Securities if the terms are revised or

it otherwise ceases to provide meaningful capital supportand a realistic ability to absorb losses

or otherwise raises supervisory concernsThis may include OTS concerns about the capital mix

or asset structure of the Subsidiary orWMB

If youhave any questions regarding

this letter please contact meat 206 8292601

Sincerely

WA WLDarrel W DochowRegional Deputy Director

cc William L Lynch Secretary Washington Mutual

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Mailstop WMC 3301

1301 Second Avenue

Seattle WA 98101

Via Electronic Mail

September 25 2008


Examinations

Attn John Bisset

Attn Benjamin Franklin

2065008302 direct phone

steverotellawamunet

WMI will issue a press release on September 26 2008 announcingthat each Conditional Exchange

will

occur at 800 am New York time on September 26 2008 Pursuant to Section2 of each Exchange

Agreement the Conditional Exchangewill then occur automatically at that time and WMI will become

the owner of all the Delaware issuer trust securitiesand all the Preferred Securities issued by

Washington Preferred Funding Cayman I Ltd the CaycoPreferred Securities The occurrence of the

Conditional Exchange hasthe effect of dissolving each of the

Delaware issuer trusts so that the WMPF

Preferred Securities held by the trusts willbe owned by WMl as a result of such

dissolution In any event

lawardth Dt t eo eeffective September25 2008 WMI has assigned to

WMB all of its right title and interes

i tpthe Cayco Preferred Securities

and the WMPF Preferred Securities and upon recetrust securities

the Delaware trust securities the Cayco PreferredSecurities

andthe WMPF Preferred Securities WM

will immediately contribute and transfer same to WMB and suchcontribution and transfer will occur

regardless of any events which may occur prior to such contributionand transfer

Sincerely

WASHINGTON MUTUAL INC

By

Name Steve Rotella

Title President and Chief Operating Officer

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ASSIGNMENT AGREEMENT

between

WASHINGTON MUTUAL BANK

as Assignee

and

WASHINGTON MUTUAL INC

as Assignor

Effective as of September 25 2008

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ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT as amended modifiedor supplemented

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

of September 25

2008 and is made by and between WASHINGTON MUTUAL BANK afederallychartered

savings association as Assignee the Assigneeand WASHINGTON

MUTUAL INC a Washington corporation as Assignor the Assignor

RECITALS

A Assignor wishes to assign to Assignee certain securities and Assignee

wishes to accept such assignment whichSecurities shall be assigned upon the

execution of this Agreement

AGREEMENT

In consideration of the premises and the mutual agreementshereinafter set forth

and for other good and valuable considerationthe receipt and sufficiency of which are

hereby acknowledged the Assigneeand Assignor agree as follows

ARTICLE I

DEFINITIONS GENERAL INTERPRETIVE PRINCIPLES

Section 101 Definitions

Whenever used in this Agreement the followingwords and phrases unless the

context otherwise requires shall have the following meanings

Agreement This Assignment Agreement includingall exhibits hereto and all

amendments hereof and supplements hereto

Certificate Any instrument constituting evidenceof ownership of a Security

Effective Date September 25 2008

Code The Internal Revenue Code of 1986 as amendedand the regulations

promulgated thereunder and rulingsissued thereunder Section references

to the Code

are to the Code as ineffect as the date of this Agreement and any subsequent

provisions of the Code amendatory thereof supplementalthereto or substituted

therefore

Assignment The assignment to Assignee by Assignorof Securities pursuant to

this Agreement

Delive Is deemed to occur as of September 25 2008

WMBNWI Master Securities

Assignment Agreement

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Person Any individual corporation limited liability company partnership joint

venture association jointstock company trust unincorporated organization or

government or any agency or politicalsubdivision thereof

Assignee Washington Mutual Bank a federallychartered savingsassociation

and its successors and assigns

Securities The securities listed in Exhibit A that arethe subject of this

Agreement The term Securities includeswithout limitation such securities any

Certificates corresponding tosuch securities and all other rights benefits proceeds

and

obligations of the owner of such securities arisingfrom or in connection with such

securities whether now owned or hereafter acquired

Assignor Washington Mutual Inc a Washington corporationand its successors

and assigns

Section 102 General Interpretive Principles

For purposesof this Agreement except as otherwise expressly provided

or

unless the context otherwise requires

a the terms defined in this Agreement havethe meanings assigned to them

in this Agreement and include the pluralas well as the singular and the

use of any gender herein shall be deemedto include the other gender

b accounting terms not otherwise defined herein havethe meanings

assigned to them in accordance with generally accepted accounting

principles

references herein to Articles Sections Subsections Paragraphs

and other subdivisions without reference to a document areto designated

Articles Sections Subsections Paragraphsand other subdivisions of this

Agreement

d a reference to a Subsection without furtherreference to a Section is a

reference to such Subsection as contained in the same Section in which

the reference appears and thisrule shall also apply to Paragraphs

and

other subdivisions

e the words herein hereof hereunder andother words of similar

import refer to this Agreement as awhole and not to any particular

provision and

f the term include or includingshall mean without limitation by reason of

enumeration

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ARTICLE II

ASSIGNMENT OF SECURITIES

Section 201 Assignment of Securities

With respect to the Securities listedon Exhibit A attached hereto Assignor

hereby contributes transfers assignssets over and conveys to Assignee without

recourse but subjectto the terms of this Agreement all of Assignors right

title and

interest whether now owned or hereafter acquired in and to the Securities

Upon execution and deliveryof this Agreement by Assignor and Assignee

all

rights and benefits arisingout of the Securities which come into

the possession of

Assignor includingbut not limited to funds which may be received by Assignor

on or in

connection with the Securities and the ownershipof all records and documents with

respect to the Securities which are prepared by orwhich come into the possession of

Assignor shall immediatelyvest in Assignee

Assignee acknowledgesthat the assignment by Assignor

to Assignee under this

Agreement are intended to qualify astaxfree transactions under Section

351 of the

Code

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 301 Mutual Representations and Warranties Each party hereby

represents and warrants tothe other that it has all requisite power

and authority to enter

into and perform its obligationsunder this Agreement

It

is understoodand agreed that the representations

and warranties set forth in

this Article V shall survive delivery of the respective Securities tothe Assignee and shall

continue throughout the term ofthis Agreement

ARTICLE IV

COSTS

Section 401 Costs

Each party shall bear its owncosts and expenses All other costs

and expenses

incurred inconnection with the transfer and delivery

of the Securities including without

limitation recording and filing fees shall be paid by Assignee

Each remittance or distribution made pursuantto this Agreement shall be made

in the manner agreedto by the parties To the extent

that the amount of a remittance or

distribution made pursuant to this Agreement is greaterthan the amount that was

supposed tobe made each party agrees to give prompt

written notice thereof to the

other party after discoverythereof including the amount of such remittance

or

distribution that was paid in error and torefund such overpayment immediately

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ARTICLE V

MISCELLANEOUS PROVISIONS

Section 501 Amendment

This Agreement may be amended fromtime to time only by written agreement

signed by Assignorand Assignee

Section 502 Governing Law

This Agreement shall be construed in accordance with the internal laws of

the

State of Washington except to the extent preempted byfederal law and without

reference to the choice of law doctrine of such stateand the

obligationsrights and

remedies of the parties hereundershall be determined in accordance

with such laws

Section 503 Notices

All demands notices and communications hereundershall be in writing and

shall

be deemed to have been duly given if personallydelivered at or mailed by registered or

certified mail postage prepaid to a in the case of Assignor

Washington Mutual Inc

1301 Second Avenue WMC 1411


Attention Corporate Secretary

or such other address as may hereafter be furnished by Assignorto Assignee in writing

and

b in the case of Assignee

Washington MutualBank

1301 Second Avenue WMC 1411


Attention Corporate Secretary

or such other address as may hereafter be furnished by Assigneeto Assignor in writing

Section 504 Merger Severability of Provisions

This Agreement and the documentsand instruments referred to herein

constitute the entire agreement of and is the final and complete expression of the parties

relating to the subject matterof this Agreement and supersedes all prior

or

contemporaneous negotiationsand agreements whether oral or written relating

to the

subject matter hereof

If any one or more of the covenants agreements

provisions orterms of this

Agreement shall be heldinvalid for any reason

whatsoever then such covenants

4

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agreements provisions or terms shall be deemedseverable from the remaining

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

the validity or enforceability of the other provisionsof this Agreement If the invalidity of

any part provision representationor warranty of this Agreement shall deprive any party

of the economic benefit intended to be conferred by this Agreementthe parties shall

negotiate in good faith to develop astructure the economic effect of which is nearly as

possible the same as the economiceffect of this Agreement without regard

to such

inability

Section 505 Execution Successors and Assicros

This Agreement may be executed in one or more counterpartsand by the

different parties hereto on separate counterpartseach of which when so executed

shall be deemed to be an original such counterparts togethershall constitute one and

the same agreement This Agreement shall inure tothe benefit of and be binding upon

Assignor and Assignee and their respective successors and assigns

Signatures on Following Page

5

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IN WITNESS WHEREOF the parties have caused this Agreement tobe

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

effective as of the effective date first set forth above

WASHINGTON MUTUAL BANK

By$

Name zht irTitlet jA

r1WASHINGTONMUTUAL INC

By

Name 1tTitle VVj f vol

s

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EXHIBITA

SECURITIES

I Washington Mutual Preferred Cayman I Ltd 725 Perpetual Noncumulative

Preferred Securities Series A1

ii Washington MutualPreferred Cayman I Ltd 725 Perpetual Noncumulative

Preferred Securities Series A2

iii Washington Mutual Preferred FundingTrust FixedtoFloating Rate Perpetual

Noncumulative Trust Securities

iv Washington Mutual Preferred FundingTrust I

I FixedtoFloating Rate Perpetual


v Washington Mutual Preferred Funding Trust Ill FixedtoFloating Rate Perpetual


vi Washington Mutual Preferred Funding Trust IV FixedtoFloating Rate PerpetualNoncumulative Trust Securities

vii Washington MutualPreferred Funding LLC FixedtoFloating

Rate Perpetual

Noncumulative Preferred Securities Series 2006A

viii Washington Mutual Preferred FundingLLC 725 Perpetual Noncumulative

Preferred Securities Series 2006B

ix Washington Mutual Preferred Funding LLC FixedtoFloatingRate Perpetual

Noncumulative Preferred Securities Series 2006C

x Washington Mutual Preferred Funding LLC FixedtoFloating Rate PerpetualNoncumulative Preferred Securities Series 2007A

xi Washington Mutual Preferred Funding LLC FixedtoFloatingRate Perpetual

Noncumulative Preferred Securities Series 2007B

ii Any and all right title and interest of the Washington Mutual Inc in and to

Washington Mutual Preferred Cayman I Ltd WaMu Cayman Washington

MutualPreferred

Funding

Trust WaMu Delaware

IWashington Mutual

Preferred Funding Trust II WaMu Delaware Iln Washington Mutual Preferred

Funding Trust III WaMu Delaware Ill and Washington Mutual Preferred

Funding Trust IV WaMu Delaware IV and together with WaMu Cayman

VJaMu Delaware I WaMu Delaware 11 and WaMu Delaware IIIthe Trusts

including any interests of the Trusts in any of the Securities

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