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As filed with the Securities and Exchange Commission on September 23, 1999.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WASHINGTON MUTUAL, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1653725
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1201 Third Avenue
Seattle, Washington 98101
(Address of principal executive offices) (Zip Code)
WASHINGTON MUTUAL DEFERRED COMPENSATION PLAN FOR
DIRECTORS AND CERTAIN HIGHLY COMPENSATED EMPLOYEES
(Full title of the Plan)
Fay L. Chapman
General Counsel
Washington Mutual, Inc.
1201 Third Avenue
Seattle, Washington 98101
(206) 461-2000
(Name, address and telephone number, including area code, of agent for
service)
Copy to:
Lawrence J. Steele
Gail J. Gordon
Foster Pepper & Shefelman PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447-4400
CALCULATION OF REGISTRATION FEE
--------------------------------
TITLE OF AMOUNT PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED (1) REGISTERED (2) PRICE PER OBLIGATION FEE
- ---------------------- -------------- -------------------- ------------
Deferred Compensation
Obligations $24,316,429 100% $6,759.97
(1) The Deferred Compensation Obligations are unsecured obligations of
Washington Mutual, Inc., to pay deferred compensation in the future in
accordance with the terms of the Washington Mutual Deferred Compensation Plan
for Directors and Certain Highly Compensated Employees.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended.
Exhibit Index appears after the Signatures page.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Washington Mutual,
Inc., a Washington corporation ("Washington Mutual" or the "Registrant"),
relating to $24,316,429 of unsecured obligations of Washington Mutual to pay
deferred compensation in the future in accordance with the terms of the
Washington Mutual Deferred Compensation Plan for Directors and Certain Highly
Compensated Employees (the "Deferred Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act") and the instructional Note to Part I of Form S-8, the
information specified in Part I of Form S-8 is omitted from this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which Washington Mutual previously has filed
with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in, and made a part of, this Registration
Statement:
(a) Washington Mutual's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, File No. 1-14667; and
(b) All other reports filed by Washington Mutual pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report to which paragraph (a) of this item refers.
In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.
For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Under the Deferred Plan, Washington Mutual will provide directors and
eligible employees (each a "Participant") the opportunity to agree to defer
up to 100% of their cash compensation and, upon the surrender of whole shares
of restricted stock awarded to them as equity compensation under the
Washington Mutual, Inc. Restricted Stock Plan, the value of such restricted
stock as of the date on which restrictions lapse. In addition, Washington
Mutual may make discretionary contributions in the form of bookkeeping
entries on behalf of a Participant. The obligations of Washington Mutual
under such agreements and with respect to such discretionary contributions
(the "Obligations") will be unsecured general obligations of Washington
Mutual to pay the deferred compensation in the future in accordance with the
terms of the Deferred Plan, and will rank pari passu with other unsecured and
unsubordinated indebtedness of Washington Mutual from time to time
outstanding. However, because Washington Mutual is a holding company, the
right of Washington Mutual, and hence the right of creditors of Washington
Mutual (including Participants in the Deferred Plan), to participate in any
distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of Washington
Mutual itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries to Washington Mutual
are limited by reserve requirements and affiliated transaction restrictions
under federal and state banking statutes and regulations.
The Deferred Plan will be administered by the members of the Directors'
Compensation and Stock Option Committee of Washington Mutual's Board of
Directors. The Compensation and Stock Option Committee may
appoint a Plan Administration Committee to which it may delegate its
administrative functions. The Plan Administration Committee will have
authority from time to time to make, amend or revoke rules and regulations
governing the Deferred Plan and to give interpretive rulings under it.
Members of the Plan Administration Committee will be eligible to participate
in the Deferred Plan, but no member may vote or take any action as part of
the Plan Administration Committee with respect to his or her benefits or
rights as a Participant under the Deferred Plan.
The amount of cash compensation to be deferred and the number of whole
shares of restricted stock to be surrendered by each Participant in exchange
for a deferral credit will be determined in accordance with the Deferred Plan
based on elections by each Participant. Each Obligation will be denominated
in United States dollars and payable in United States dollars on a date or
dates selected by the Participant in accordance with the terms of the
Deferred Plan.
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Under the Deferred Plan, the Obligation for each Participant will equal
the balance in a bookkeeping account established for such Participant, as
adjusted to reflect discretionary contributions (if any) by Washington
Mutual. The Participant's account balance will be deemed to be invested
according to an interest method or a stock fund method, or both in the
proportion specified individually by the Participant. All amounts in a
Participant's account will be adjusted quarterly to reflect the investment
experience of the deemed investment method or methods, including appreciation
or depreciation under the stock fund method.
The investment return credited to that portion of a Participant's
account allocated to the interest method will be the rate that the Plan
Administration Committee determines in its discretion could be the funds
borrowing rate of Washington Mutual Bank or a comparable financial
institution or public corporation for unsecured junior debt as of January 1
each year. In making that determination, the Plan Administration Committee
will consider an estimate from at least one nationally-recognized investment
banking firm. The investment return on that portion of a Participant's
account allocated to the stock fund method will be the rate of return of the
Washington Mutual stock fund under the Washington Mutual, Inc. Retirement
Savings and Investment Plan ("RSIP") during the previous calendar quarter,
subject to adjustment if Washington Mutual common stock represents less than
70 percent of the total value of that fund at the beginning of the current
quarter. A Participant may modify the allocation of his or her account
balance between funds on a quarterly basis.
Upon a determination by the Plan Administration Committee that a
Participant has suffered an unforeseeable financial emergency, the Committee
may direct Washington Mutual to pay such Participant an amount necessary to
meet the emergency, but not exceeding the aggregate balance of the
Participant's deferral account.
A Participant's right, or the right of any other person, to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Deferred Plan, by written will, or by the laws of descent and
distribution.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by each Participant, at the
option of Washington Mutual or through operation of a mandatory or optional
sinking fund or analogous provision. However, Washington Mutual reserves the
right to amend or terminate the Deferred Plan at any time, except that no
such amendment or termination shall adversely affect the right of the
Participant to the balance of his or her deferred account as of the date of
such amendment or termination.
The Obligations are not convertible into another security of Washington
Mutual. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of Washington Mutual. No
trustee has been appointed having the authority to take action with respect
to the Obligations and each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to
the Obligations and taking action upon default.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Foster Pepper & Shefelman PLLC, 1111 Third Avenue, Suite 3400, Seattle,
Washington 98101-3299 will pass upon the validity of the shares offered for
Washington Mutual. Members of Foster Pepper & Shefelman PLLC and other
attorneys employed by the firm that have provided advice with respect to this
matter owned 20,883 shares of Washington Mutual common stock as of
September 7, 1999.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 23B.08.320 of the Washington Business Corporation Act (the
"Corporation Act") provides that the articles of incorporation of a
corporation may contain provisions that eliminate or limit the personal
liability of a director to the shareholders for monetary damages for conduct
as a director, except in the case of acts or omissions involving certain
types of conduct. At Article XIII of its Restated Articles of Incorporation,
the Registrant has elected to eliminate the liability of directors to the
Registrant to the extent permitted by law. Thus, a director of the Registrant
is not personally liable to the Registrant or its stockholders for monetary
damages for conduct as a director, except for liability of the director (i)
for acts or omissions that involve intentional misconduct by the director or
a knowing violation of law by the director, (ii) for conduct violating
Section 23B.08.310 of the Corporation Act, or (iii) for any transaction from
which the director will personally receive a benefit in money, property or
services to which the director is not legally entitled. If Washington law is
amended to authorize corporate action that further eliminates or limits the
liability of directors, then the liability of Washington Mutual directors
will be eliminated or limited to the fullest extent permitted by Washington
law, as so amended.
Section 23B.08.560 of the Corporation Act provides that if authorized by
(i) the articles of incorporation, (ii) a bylaw adopted or ratified by the
stockholders, or (iii) a resolution adopted or ratified, before or after the
event, by the stockholders, a corporation will have the power to indemnify
directors made party to a proceeding, or to obligate itself to advance or
reimburse expenses incurred in a proceeding, without regard to the
limitations on indemnification contained in Sections 23B.08.510 through
23B.08.550 of the Corporation Act, provided that no such indemnity shall
indemnify any director (i) for acts or omissions finally adjudged to be
intentional misconduct by the director or a knowing violation of law by the
director, (ii) for conduct finally adjudged to violate Section 23B.08.310 of
the Corporation Act, or (iii) for any transaction with respect to which it is
finally adjudged that the director personally received a benefit in money,
property or services to which the director was not legally entitled.
Pursuant to Article X of Washington Mutual's Restated Articles of
Incorporation and Article VIII of Washington Mutual's Bylaws, Washington
Mutual must, subject to certain exceptions, indemnify and defend its
directors against any expense, liability or loss arising from or in
connection with any actual or threatened action, suit or proceeding relating
to service for or at the request of Washington Mutual, including without
limitation, liability under the Securities Act. Washington Mutual is not
permitted to indemnify a director from or on account of acts or omissions of
such director which are finally adjudged to be intentional misconduct or a
knowing violation of law, or from or on account of conduct in violation of
RCW 23B.08.310, or from or on account of any transaction with respect to
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which it is finally adjudged that such director received a benefit in money,
property or services to which he or she was not entitled. If Washington law
is amended to authorize further indemnification of directors, then Washington
Mutual directors shall be indemnified to the fullest extent permitted by
Washington law, as so amended. Also, pursuant to Article VIII of Washington
Mutual's Bylaws, Washington Mutual may, by action of the Washington Mutual
Board, provide indemnification and pay expenses to officers, employees and
agents of Washington Mutual or another corporation, partnership, joint
venture, trust or other enterprise with the same scope and effect as above
described in relation to directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
section 10(a)(3) of Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in
this Registration Statement.
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(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 6 of
this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Seattle, State of Washington on
this 21st day of September, 1999.
WASHINGTON MUTUAL, INC.
By:/s/ KERRY K. KILLINGER
----------------------
Kerry K. Killinger
President and Chief Executive Officer
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kerry K. Killinger and Fay L. Chapman,
or either of them, his true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and
thing requisite or necessary to be done as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on September 21,1999 by the
following persons in the capacities indicated.
/s/ KERRY K. KILLINGER
- ----------------------
Kerry K. Killinger
Chairman, President and
Chief Executive Officer; Director
(Principal Executive Officer)
/s/ WILLIAM A. LONGBRAKE
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William A. Longbrake
Vice Chair and
Chief Financial Officer
(Principal Financial Officer)
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/s/ RICHARD M. LEVY
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Richard M. Levy
Senior Vice President and Controller
(Principal Accounting Officer)
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Douglas P. Beighle
Director
/s/ DAVID BONDERMAN
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David Bonderman
Director
/s/ J. TAYLOR CRANDALL
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J. Taylor Crandall
Director
/s/ ROGER H. EIGSTI
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Roger H. Eigsti
Director
/s/ JOHN W. ELLIS
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John W. Ellis
Director
/s/ ANNE V. FARRELL
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Anne V. Farrell
Director
/s/ STEPHEN E. FRANK
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Stephen E. Frank
Director
/s/ WILLIAM P. GERBERDING
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William P. Gerberding
Director
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/s/ ENRIQUE HERNANDEZ, JR.
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Enrique Hernandez, Jr.
Director
/s/ PHILLIP D. MATTHEWS
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Phillip D. Matthews
Director
/s/ MICHAEL K. MURPHY
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Michael K. Murphy
Director
/s/ MARY E. PUGH
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Mary E. Pugh
Director
/s/ WILLIAM G. REED, JR.
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William G. Reed, Jr.
Director
/s/ ELIZABETH A. SANDERS
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Elizabeth A. Sanders
Director
/s/ WILLIAM D. SCHULTE
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William D. Schulte
Director
/s/ JAMES H. STEVER
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James H. Stever
Director
/s/ WILLIS B. WOOD, JR.
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Willis B. Wood, Jr.
Director
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EXHIBIT INDEX
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<S> <C>
Exhibit Description
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4.1 Form of Washington Mutual Deferred Compensation Plan for
Directors and Certain Highly Compensated Employees.
5.1 Opinion of Foster Pepper & Shefelman PLLC.
23.1 Consent of Foster Pepper & Shefelman PLLC.
(Included as part of their Opinion listed as Exhibit 5.1.)
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of KPMG LLP.
24 Power of Attorney. (Included on the Signatures page.)
</TABLE>
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Exhibit 4.1
WASHINGTON MUTUAL
DEFERRED COMPENSATION PLAN FOR
DIRECTORS AND CERTAIN HIGHLY COMPENSATED EMPLOYEES
Initially Adopted February 17, 1987
Amended and Restated Effective January 1, 2000
This Deferred Compensation Plan for Directors and Certain Highly
Compensated Employees was initially adopted by Washington Mutual Savings Bank
on February 17, 1987, was amended and restated effective January 1, 1988 and
was subsequently amended and restated effective January 1, 1993. Sponsorship
of this Plan was transferred to Washington Mutual, Inc. in 1994 in connection
with the corporate reorganization pursuant to which Washington Mutual Savings
Bank was merged into Washington Mutual Bank and became a subsidiary of
Washington Mutual, Inc. The Plan was amended and restated in its entirety by
Washington Mutual, Inc., generally effective February 1, 1997. Effective
January 1, 2000, this Plan is hereby amended and restated to provide certain
additional investment and deferral provisions with respect to the Participants
and to effect certain other changes:
1. DEFINITIONS.
1.1 "Account" means a separate bookkeeping account established for
each Participant on the books of the Company that employs the applicable
Participant for the purpose of recording amounts of Compensation deferred,
Restricted Stock Awards surrendered, or Discretionary Company Contributions
made by or on behalf of such Participant, and income earned thereon, pursuant
to the provisions of this Plan.
1.2 "Board" means the Board of Directors of WM, Inc.
1.3 "Annual Bonus" has its usual and ordinary meaning. It is not
intended to include commissions or other similar variable compensation, and is
not intended to include bonuses for services for less than the full calendar
year.
1.4 "Code" means the Internal Revenue Code of 1986, as it may be
amended or replaced from time to time.
1.5 "Company" means WM, Inc., or any direct or indirect subsidiary of
WM, Inc. With respect to any Participant or former Participant, the term
"Company" means the Company by whom the Participant is currently employed, or
was last employed in the case of a former Participant.
1.6 "Compensation" means salary, Annual Bonus, quarterly or semi-
annual bonuses, commissions, variable compensation, and other direct cash
compensation payable by a Company to an Eligible Employee for employment by the
Company, and Directors' fees payable by WM, Inc. to its Directors. The term
"Compensation" shall not include reimbursement for expenses incurred by the
Eligible Employee, or contributions to or benefits accrued under any Retirement
Plan. In addition, the term "Compensation" does not include Restricted Stock
Awards.
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1.7 "Compensation Committee" means the Directors' Compensation and
Stock Option Committee of the Board.
1.8 "Effective Date" means January 1, 2000.
1.9 "Eligible Employee" means (a) each Director of WM, Inc., (b) each
salaried employee of either WM, Inc. or any banking subsidiary of WM, Inc. who
has the following corporate title: Chairman, Vice Chairman, Group President,
President, Senior Executive Vice President, Executive Vice President or Senior
Vice President, and (c) each salaried employee of a non-banking subsidiary of
WM, Inc. who has the corporate title of President, and each salaried employee
of any non-banking subsidiary of WM, Inc. who has the corporate title of Senior
Vice President and who is determined by the Plan Administration Committee, in
its discretion, to be eligible to participate under this Plan.
1.10 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.
1.11 "Final Payment Date" means the date of any payment to a
Participant or former Participant attributable to amounts deferred hereunder
which reduces such Participant's or former Participant's Account to zero.
1.12 "Participant" means any Eligible Employee who has elected to
defer Compensation under this Plan.
1.13 "Plan" means this plan for the deferral of Compensation, as it
may be amended from time to time.
1.14 "Plan Administration Committee" or "Committee" means such person
or persons appointed under the provisions of Section 6 hereof to administer and
interpret the terms of the Plan.
1.15 "Plan Year" means the 12 consecutive month period commencing each
January 1 and ending each December 31.
1.16 "Pre-Existing Plan" shall mean this Plan as in effect prior to
the Effective Date.
1.17 "Retirement Plan" means any defined benefit or defined
contribution plan qualified under Section 401(a) of the Code, and which is
sponsored by one or more Companies.
1.18 "Restricted Stock Award" shall mean an award of stock of the
Company made to a Participant pursuant to the Washington Mutual, Inc.
Restricted Stock Plan.
1.19 "Termination Date" means the date on which an Eligible Employee
ceases to be an Eligible Employee, for any reason.
1.20 "WM, Inc." means Washington Mutual, Inc., a Washington
corporation.
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2. DEFERRAL ELECTION AND DISCRETIONARY COMPANY CONTRIBUTION.
2.1 Election to Defer Compensation.
(a) Any Eligible Employee may elect at any time on or prior to 15
days preceding the first day of any calendar quarter to defer
the receipt of all or any portion of his or her Compensation for
services to be rendered in the immediately following calendar quarter or
quarters (not including any Annual Bonus). In the case of a bonus
determined on less than an annual basis (e.g., a quarterly or semi-
annual bonus), the deferral election must be made on or prior to 15 days
preceding the first day of the first calendar quarter in which any
services will be rendered that relate, in whole or in part, to the bonus
in question.
(b) Notwithstanding anything in this Section 2.1 to the contrary,
any amount to be deferred under this Plan shall not reduce the current
Compensation of the Participant below the total amount which is to be
withheld from the Participant's Compensation pursuant to a requirement
of law or pursuant to an elected optional payroll deduction.
(c) The parties hereto understand that this Plan does not
determine or affect any Participant's entitlement to any bonus.
Accordingly, in the event that a Participant elects to defer a
percentage of any potential bonus which is not ultimately awarded, such
election shall be null and void.
2.2 Election to Defer Annual Bonus.
(a) Each Eligible Employee may elect to defer a certain
percentage amount, up to 100%, of any Annual Bonus which may be awarded
by the Company. Each such election must be made on or before December
31 of the calendar year preceding the Plan Year in respect to which the
Annual Bonus may be awarded. For example, for an Annual Bonus for
services rendered during the Plan Year 2000, any Annual Bonus deferral
election must be made by December 31, 1999.
(b) The parties hereto understand that this Plan does not
determine or affect any Participant's entitlement to any Annual Bonus.
Accordingly, in the event that a Participant elects to defer a
percentage of his or her potential Annual Bonus which is not ultimately
awarded, such election shall be null and void.
2.3 Election of Deferral Credit in Exchange for Restricted Stock Award.
(a) Each Eligible Employee may elect to surrender all or a portion
of any Restricted Stock Award, in whole shares, in exchange for a credit
to such Eligible Employee's Account, determined as set forth in Section
4.2(c).
(b) An election pursuant to this Section 2.3 shall be made at
least six months before the date on which the restrictions with respect
to the subject Restricted Stock Award lapse, and otherwise shall comply
with Section 2.4.
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2.4 Form and Manner of Election. Any election under Section 2.1,
Section 2.2 or Section 2.3 shall be made in writing and in such form and manner
as may be prescribed by the Plan Administration Committee. The election shall
specify such items as the Committee shall reasonably require, including but not
limited to:
(a) (1) With respect to an election made pursuant to Section
2.1 or Section 2.2, the amount to be deferred, either as a specific
dollar amount or as a percentage of Compensation. Each election of a
dollar amount shall be not less than $300 for each calendar quarter.
Each election of a percentage amount shall be not less than 15% of
Compensation for each calendar quarter; provided, however, that an
election under Section 2.2 with respect to any Annual Bonus that may be
granted by the Company shall be only in such percentage amount as
determined by the Participant;
(2) With respect to an election made pursuant to Section
2.3, which Restricted Stock Award or portion thereof, and the
number of whole shares of the Restricted Stock Award which are
to be surrendered;
(b) One of the applicable payment options designated under
Section 2.6 below, unless an option has previously been designated
(including any designation under the Pre-Existing Plan), in which event
the election need include such a designation only if a change from the
existing designated payment option is desired;
(c) A payment commencement date as specified under Section 2.7
below, unless a payment commencement date has previously been designated
(including any designation under the Pre-Existing Plan), in which event
the election need include such a designation only if a change from the
existing designated commencement date is desired;
(d) A designated beneficiary or beneficiaries as provided in
Section 3 hereof; and
(e) A method for determining additional credits pursuant to
Section 4.3.
2.5 Discretionary Company Contribution. In its sole discretion, and
for the purpose of attracting or retaining highly qualified employees, the
Compensation Committee may credit an Eligible Employee's account with a
contribution known as a Discretionary Company Contribution. Any Discretionary
Company Contribution made on behalf of an Eligible Employee pursuant to this
Section 2.5 shall be credited to the Eligible Employee's Account as of a date
determined by the Compensation Committee and may be subject to such other terms
and conditions, including provisions regarding vesting, which are set forth in
an individual agreement between the Participant and the Plan Administration
Committee setting forth such terms and conditions.
2.6 Payment Options. At the time of making an election under Section
2.1, Section 2.2 or Section 2.3, or within 30 days of being credited with a
Discretionary Company Contribution under Section 2.5, the Participant shall
specify one of the following payment options:
(a) Payment of the entire Account balance attributable to such
deferral or credit in a single lump sum payment.
<PAGE>
(b) Payment of the Account balance attributable to such deferral
or credit in monthly installments over a period certain not to exceed 10
years, with each installment to be an amount equal to the Account
balance as of the date of payment divided by the number of installments
remaining to be paid, including the current installment; provided,
however, that no monthly installment may be less than $300.
If a Participant fails to specify a payment option described above,
option (a) shall apply. If a Participant designates different payment options
at different times, the last payment option elected shall apply (including any
last election under the Pre-Existing Plan).
2.7 Commencement of Payment. At the time of making a deferral
election under Section 2.1, Section 2.2 or Section 2.3, or within 30 days of
being credited with a Discretionary Company Contribution under Section 2.5, the
Participant shall irrevocably specify the date for the commencement of payment
of the Compensation deferred pursuant to that election or contribution. If a
Participant fails to specify a payment date, payment shall be made or
commenced, as the case may be, on the first day of the month immediately
following such Participant's Termination Date. A Participant may designate
different payment commencement dates to apply to separate deferral elections or
contributions. A payment date may be a date certain, or may be a date related
to an employment event such as the date of termination of employment or
retirement, or may be a date related to any other objectively determined event
acceptable to the Plan Administration Committee. The payment commencement date
may not be modified with respect to deferrals or contributions elected at the
time the payment commencement date is designated. Subsequent deferral
elections may specify a different payment commencement date for those deferrals
or contributions.
2.8 Modification of Election.
(a) A Participant's election under Section 2.1 above shall
continue from calendar quarter to calendar quarter until the election is
terminated pursuant to Section 2.9 below, or the election is modified;
provided that an election modification must be made at least 15 days
prior to the first day of such calendar quarter; and provided further
that if an election has been made to defer compensation that is for
services to be rendered during more than one calendar quarter (e.g., a
semi-annual bonus), any modification of that election must be made at
least 15 days prior to the first day of the first calendar quarter in
which any services are to be rendered that relate, in whole or in part,
to the element of Compensation that was deferred. A Participant's
election under Section 2.2 above is effective only for the Plan Year for
which the election is made. Any modification of such election must be
made prior to January 1 of the Plan Year for which the Annual Bonus may
be awarded. An election pursuant to Section 2.3 is irrevocable.
(b) Payment options may be modified at any time more than 30 days
prior to the Participant's payment commencement date. As provided in
Section 3 hereof, Beneficiary designations may be modified at any time.
Payment commencement dates may not be modified. Any modification of an
election pursuant to this Section 2.8 shall be ineffective unless it is
made in writing and is timely delivered to the Plan Administration
Committee, in such form as shall be reasonably required by the
Committee.
<PAGE>
2.9 Termination of Election. A Participant's deferral election under
Section 2.1 above shall terminate upon the earlier of: (a) the first day of
the calendar quarter immediately following the date on which the Plan
Administration Committee receives from such Participant written notice stating
that his or her election is terminated (provided that if an election has been
made to defer compensation that is for services to be rendered during more than
one calendar quarter (e.g., a semi-annual bonus), any termination of that
election must be done at least 15 days prior to the first day of the first
calendar quarter in which any services are to be rendered that relate, in whole
or in part, to the element of Compensation that was deferred); (b) such
Participant's Termination Date; or (c) termination of this Plan. In the event
of a voluntary termination of an election by the Participant pursuant to clause
(a) above, the Participant may not defer additional amounts until a timely
election is made to defer Compensation which is payable in a subsequent
calendar quarter, as provided in Section 2.1 hereof.
3. BENEFICIARY DESIGNATION.
3.1 Designation of Beneficiary. At the time of making an election
under Section 2.1, Section 2.2 or Section 2.3 hereof, or within 30 days of
being credited with a Discretionary Company Contribution under Section 2.5, a
Participant shall designate a person or persons as the Participant's
beneficiary or beneficiaries (both primary as well as secondary) to whom
payment under this Plan shall be made in the event of the Participant's death
prior to complete distribution of such Participant's Account balance under the
Plan. Each beneficiary designation shall become effective only when filed in
writing with the Plan Administration Committee during the Participant's
lifetime on a form prescribed by the Committee. Such payments shall be made to
the primary beneficiary if such person survives the Participant. If not, such
payments shall be made to the secondary beneficiary if such person survives the
Participant, and if not, then payments will be made in accordance with the
provisions of Section 3.3 below. If a beneficiary dies at a time such
beneficiary is entitled to receive payments hereunder, the remaining payments
shall be made to such beneficiary's estate, as provided in Section 3.4 below.
3.2 Filing New Designation. The filing of a new beneficiary
designation form will cancel all beneficiary designations previously filed.
Any finalized divorce, dissolution or annulment of marriage or any new marriage
of a Participant subsequent to the date of filing of a beneficiary designation
form shall revoke such designation.
3.3 Failure to Designate. If a Participant fails to designate a
beneficiary as provided above, or if a Participant's beneficiary designation is
revoked by marriage, divorce, dissolution, annulment or otherwise without
execution of a new designation; or if all designated beneficiaries predecease
the Participant or die prior to complete distribution of the Participant's
benefits hereunder; then, the Plan Administration Committee shall direct the
distribution of such benefits to the Participant's estate.
3.4 Death of Beneficiary. At the death of the beneficiary who is
entitled to receive payments hereunder, the balance (if any) then remaining in
the Participant's Account shall be paid in a lump sum to the beneficiary's
estate. Such payment shall completely discharge the Company's obligations
under this Plan.
<PAGE>
3.5 Change of Beneficiary. Notwithstanding any other provision of
this Plan, any beneficiary designation may be changed by a Participant at any
time by the written filing of such change on a form prescribed by the Plan
Administration Committee.
4. ACCOUNTS.
4.1 Separate Accounts. The Plan Administration Committee shall
establish a separate Account for each Participant, to which it will credit each
amount required to be credited hereunder. The Account thus established shall
be a bookkeeping Account, and shall not grant to any Participant any security
interest or other prior right in any assets of the Company by reason of such
credits.
4.2 Timing of Credit.
(a) Subject to Section 5.2(c), as of the first day of each
month, the Plan Administration Committee shall credit to each
Participant's Account that portion of such Participant's regular
monthly Compensation earned during the immediately preceding month for
which a deferral election under Section 2.1 is in effect.
(b) Subject to Section 5.2(c), with respect to each deferral
election under Section 2.1 or 2.2 that defers any bonus, commission,
variable compensation or other element of Compensation that is not
regular monthly compensation, the Plan Administration Committee shall
credit to each Participant's Account the amount of the deferral election
as of the date the bonus, commission, variable compensation or other
Compensation, if any, is awarded by the Company to the Participant.
(c) Subject to Section 5.2(c), with respect to any deferral
election made by a Participant under Section 2.3 (relating to Restricted
Stock), the Plan Administration Committee shall credit to the
Participant's Account the amount of the value of the surrendered
Restricted Stock Award as of the date the restrictions lapse. The value
of such Restricted Stock Award shall be the number of shares of
Restricted Stock surrendered to the Company multiplied by the closing
price of such shares of stock as of the date the restrictions on such
stock otherwise would have lapsed pursuant to the terms of the
Restricted Stock Award. For these purposes, the closing price shall be
the closing price of the common stock of the Company on the New York
Stock Exchange, or on such other national securities exchange or
national securities association on which such stock is traded.
(d) Subject to Section 5.2(c), with respect to any Discretionary
Company Contribution made with respect to a Participant under Section
2.5, the Plan Administration Committee shall credit to the Participant
the amount of each contribution as of the date specified by the
Compensation Committee.
<PAGE>
4.3 Additional Credits.
(a) Each Participant's Account shall be credited with additional
amounts pursuant to the "Interest Method" set forth in Section 4.3(b)(1)
or the "Stock Fund Method" set forth in Section 4.3(b)(2). The method
of crediting shall be elected in writing by the Participant pursuant to
procedures established by the Plan Administration Committee. Such
election also may be modified from time to time effective as of the
<PAGE>
first day of a calendar quarter pursuant to such procedures. A
Participant may elect the Interest Method with respect to a portion of
his or her Account and the Stock Fund Method with respect to the
remainder of the Account. However, no method can be elected by a
Participant, unless at least 10% of the Participant's Account is
allocated to such method. Portions of an Account for which there is no
effective election shall be credited pursuant to Section 4(b)(1).
(b) (1) With respect to the portion of a Participant's Account
credited pursuant to the Interest Method, as of the first day of each
calendar quarter, the Plan Administration Committee shall credit to the
Participant's Account interest on the average daily balance of such
Account subject to the Interest Method during the immediately preceding
calendar quarter, using the actual number of days in such preceding
calendar quarter, at the interest rate in effect for such preceding
calendar quarter. The applicable interest rate shall be determined as
follows:
As of January 1 of each year, commencing with the Effective Date,
the Plan Administration Committee, in its sole discretion, will
establish the applicable interest rate for the then commencing
Plan Year by reference to the interest rate which the Committee
determines could be applicable as of such date to any unsecured
junior debt offering by Washington Mutual Bank or by a comparable
financial institution or public corporation. Such determination
will be made by the Committee, which shall request an estimate of
such debt offering interest rate from at least one nationally-
recognized investment banking firm. The interest rate so
determined will be set forth in writing and kept with the Plan
records.
(2) With respect to the portion of a Participant's Account
credited pursuant to the Stock Fund Method, as of the first day of any
calendar quarter, the Plan Administration Committee shall credit or
debit such Account to reflect the rate of return which would have been
earned on such portion of the Participant's Account had such portion
been invested in the Company stock fund under the Washington Mutual,
Inc. Retirement Savings and Investment Plan during the previous calendar
quarter. The foregoing notwithstanding, if, as of the first day of a
calendar quarter, the value of the WM, Inc. common stock in the Company
stock fund under the Washington Mutual, Inc., Retirement Savings and
Investment Plan comprises less than seventy percent of the total value
of such fund, the Plan Administration Committee shall credit or debit
the portion of the Participant's Account allocated to the Stock Fund
Method for the prior calendar quarter as if such portion had been
invested in whole or partial shares of such common stock and received
any dividends paid on such common stock.
<PAGE>
5. PAYMENT OF ACCOUNT BALANCE.
5.1 Payment Method. The Company shall pay the Participant's Account
balance under this Plan to such Participant in accordance with the payment
option designated by the Participant pursuant to Section 2.6 hereof. In the
event of the death of the Participant prior to payment of the entire Account
balance, payment shall be made to such Participant's beneficiary or
beneficiaries designated under Section 3 in accordance with the payment method
<PAGE>
designated by the Participant pursuant to Section 2 hereof, or in accordance
with any accelerated method (including lump sum) as the Plan Administration
Committee shall determine in its sole discretion.
5.2 Withholding and Offset.
(a) Any payment or other distribution of benefits under this 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.
(b) If a Participant becomes entitled to a distribution of
benefits under the Plan, and if at such time such Participant has
outstanding any debt, obligation or other liability representing an
amount owing to the Company, then the Company may offset such amount
owing it against the amount of benefits otherwise distributable. Such
determination shall be made by the Plan Administration Committee.
(c) If any tax withholding is required with respect to
Compensation deferred hereunder, a deferral credit with respect to
surrendered Restricted Stock or a Discretionary Company Contribution,
the Company shall withhold such amounts as are required from
Compensation paid to the Participant that is not deferred; provided
that if there is insufficient non-deferred Compensation to allow for
the required withholding the withholding shall be taken from the
deferred Compensation and the Participant's credit under Section 4.2
shall be reduced accordingly.
5.3 Payment for Unforeseeable Emergency. A Participant shall not be
entitled to withdraw any portion of the balance of his or her Account except
that, in cases of an unforeseeable emergency, the Plan Administration Committee
may authorize, on a uniform and nondiscriminatory basis and taking into account
other resources reasonably available to the Participant, payment of so much of
the Participant's Account as is required to meet the need created by the
emergency. For the purposes hereof, an "unforeseeable emergency" is an
unanticipated emergency that is caused by an event beyond the control of the
Participant or the Participant's beneficiary and that would result in severe
financial hardship to the individual if early withdrawal were not permitted.
Without limiting the generality of the foregoing, an unforeseeable emergency
shall include a sudden and unexpected illness or accident of the Participant or
of a dependent (as defined in Code Section 152(a)) of the Participant, loss of
the Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the
Participant's control. The circumstances that will constitute an unforeseeable
emergency will depend upon the facts of each case, as determined by the Plan
Administration Committee in its sole discretion, but, in any case, payment may
not be made to the extent that such hardship is or may be relieved:
(a) through reimbursement or compensation by insurance or
otherwise;
<PAGE>
(b) by liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial
hardship, or
(c) by cessation of deferrals under this Plan.
<PAGE>
For the purposes hereof, examples of what are not considered to be
unforeseeable emergencies shall include the need to send a Participant's child
to college or the desire to purchase a home.
5.4 Limitation on Liability. The Company's maximum liability to make
payments hereunder is limited to the amount of the Participant's Account
(including the interest thereon pursuant to Section 4.3 above).
6. ADMINISTRATION OF THE PLAN.
The Compensation Committee shall from time to time appoint a committee,
which shall be designated the Plan Administration Committee, to administer the
Plan. The Compensation Committee may fix or change the number of members of
the Committee at any time at its discretion. Each member of the Plan
Administration Committee shall serve until such member resigns or becomes
unable to serve due to death or disability or until such member is removed by
the Compensation Committee. The Plan Administration Committee shall administer
and interpret the Plan and for that purpose may make, amend or revoke rules and
regulations at any time. The Committee also shall make determinations about
benefits hereunder. All decisions of the Plan Administration Committee shall
be by vote of a majority of its members eligible to vote on a particular
matter, and shall be final and binding on all parties. The Plan Administration
Committee shall have absolute discretion to carry out its responsibilities
hereunder. Members of the Plan Administration Committee shall be eligible to
participate in the Plan while serving as a member of the Committee; provided,
however, that no member shall be entitled to vote or take any other action as
part of the Committee with respect to such member's benefits or any other
matter affecting such member's rights as a Participant under the Plan.
7. CLAIMS PROCEDURE.
7.1 Claims Procedure. Any person desiring a benefit under,
interpretation or construction of, ruling under or information regarding this
Plan shall submit a written request therefor to the Plan Administration
Committee. The Committee shall respond in writing to any such request as soon
as practicable. Any interpretation or construction of, and any ruling under,
this Plan by the Plan Administration Committee shall be final and binding on
all parties.
7.2 Denial of Claim. If a claim for benefits is denied in whole or in
part, the Plan Administration Committee shall notify the claimant of such
denial and of his or her right to a conference with an individual designated in
the notice for the purpose of explaining the denial. If the claimant does not
want such a conference, or is dissatisfied with its outcome, he or she shall be
furnished in writing, in a manner calculated to be understood by the claimant,
specific reasons for such denial, specific references to the Plan provisions on
which the denial is based, a description of any additional material necessary
for his or her to perfect his or her claim, an explanation of why such material
is necessary, and an explanation of this Plan's review procedure as described
in Section 7.3 below.
<PAGE>
7.3 Review Procedure. Any person, or his or her duly authorized
representative, whose claim for benefits under this Plan has been denied in
whole or in part, may appeal from such denial to the Plan Administration
Committee by submitting to the Committee a written request for review within 75
days after receiving notice of denial. The Plan Administration Committee shall
<PAGE>
give the claimant an opportunity to review pertinent documents relating to the
denial in preparing his or her request for review. The request must set forth
all the grounds upon which it is based, supporting facts and documents, and any
other matters which the claimant deems pertinent, and the relief sought. The
Committee may require the claimant to submit such additional facts, documents
or other material as it deems necessary or advisable in making its review. The
Plan Administration Committee shall act upon a request for review within 60
days after receipt thereof unless special circumstances require further time,
but in no event later than 120 days after such receipt. If the Plan
Administration Committee confirms the denial in whole or in part, the Committee
shall give written notice to the claimant setting forth, in a manner calculated
to be understood by the claimant, the specific reasons for denial and specific
reference to the Plan provisions on which the decision was based. The
determination of the Plan Administration Committee upon such review shall be
final and conclusive and shall be binding upon the claimant and all persons
claimed by, through or under him or her, subject, however, to any right of
appeal under applicable law.
8. AMENDMENT AND TERMINATION OF PLAN.
8.1 Amendment. The Compensation Committee may at any time amend this
Plan, provided that no amendment shall deny or reduce any amounts previously
credited to any Participant's Account.
8.2 Termination.
(a) The Compensation Committee may at any time terminate this
Plan, if in its judgment the continuance of the Plan, or the tax,
accounting or other effects thereof would not be in the best interest of
the Company.
(b) Upon any termination of the Plan under this Section 8.2, the
Participant will be deemed to have withdrawn from the Plan as of the
date of such termination, the remaining deferred Compensation for the
balance of the calendar quarter shall prospectively cease to be deferred
for such calendar quarter, and the Company will pay to Participant the
then balance in the Participant's Account at such times and pursuant to
such terms and conditions as the Board in its sole discretion shall
determine.
9. MISCELLANEOUS.
9.1 Unsecured General Creditor; Unfunded Plan. A Participant and such
Participant's beneficiaries, heirs, successors and assigns shall have no legal
or equitable rights, interest or claims in any property or assets of the
Company. Such assets of the Company shall not be held under any trust for the
benefit of Participant, Participant's beneficiaries, heirs, successors or
assigns, or held in any way as collateral security for the fulfilling of the
obligations of the Company under this Plan. Any and all assets of the Company
<PAGE>
shall be, and remain, the general, unpledged, unrestricted assets of the
Company. The Company's obligation hereunder shall be merely that of an
unfunded and unsecured promise of the Company to pay money in the future. It
is the intention of the parties hereto that this Plan be unfunded for tax
purposes and for purposes of Title I of ERISA.
<PAGE>
9.2 Plan Administrator. With respect to ERISA, the Plan
Administration Committee shall be the plan administrator and named fiduciary as
to this Plan and the corporate secretary of WM, Inc. shall be the agent for
purposes of receiving legal process.
9.3 No Right to Employment. This Plan shall not confer upon any
person the right to be retained in the employ of the Company, interfere with
the right of the Company to discharge or otherwise deal with any person without
regard to the existence of this Plan or otherwise be interpreted or construed
as creating or modifying any employment or other contract between the Company
and any person.
9.4 Alienation. No right, interest or benefit under this Plan shall
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, security interest, encumbrance, charge, execution,
attachment, garnishment or legal process by the creditors of the Participant or
the Participant's beneficiary, and any attempt to do so shall be void.
9.5 Information. Participants and their beneficiaries under this Plan
shall provide such authorizations, elections, designations and other
information as the Plan Administration Committee shall deem necessary for the
proper administration of this Plan. All such authorizations, elections,
designations and other information shall be in form approved by the Committee.
The Plan Administration Committee shall not be obligated to determine the
accuracy or authenticity of any information provided by any Participant or
beneficiary under this Plan and any payment or other distribution of benefits
based thereon shall be binding on such person, or on anyone claiming by,
through or under such person, and shall completely discharge any liability
under this Plan to the extent of any payment made.
9.6 Headings. Headings of sections and paragraphs of this Plan are
inserted for convenience of reference only and shall not constitute a part of
this Plan.
9.7 Applicable Law. This Plan shall be interpreted, construed and
enforced in accordance with the laws of the State of Washington, except insofar
as state law has been preempted by ERISA.
9.8 Validity. In the event any provision of this Plan is held
invalid, void or unenforceable, the same shall not affect in any respect
whatsoever, the remainder of this Plan.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
this __ day of September, 1999, but to be effective as of January 1, 2000.
WASHINGTON MUTUAL, INC.
By:
-----------------
M. Lynn Ryder
Senior Vice President
<PAGE>
Exhibit 5.1
[Letterhead of
Foster Pepper & Shefelman PLLC
1111 Third Avenue, Suite 3400
Seattle, WA 98101-3299]
September 22, 1999
Board of Directors
Washington Mutual, Inc.
1201 Third Avenue
Seattle, Washington 98101
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Washington Mutual, Inc., a
Washington corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended, of an aggregate of $24,316,429 of general unsecured
obligations (the "Obligations") of the Company to pay deferred compensation
in the future in accordance with the Washington Mutual Deferred Compensation
Plan for Directors and Certain Highly Compensated Employees (the "Plan"). We
have examined the Registration Statement, the Plan and such other documents and
records as we deem necessary for the purpose of this opinion.
In examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals, (ii) the conformity to original documents of all documents
submitted to us as conformed or photostatic copies, and (iii) the authenticity
of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the
Obligations, when issued in conformance with the terms and conditions of the
Plan, will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general principles of equity.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement under the caption entitled "Interests of Named Experts and Counsel."
Very truly yours,
/s/ Foster Pepper & Shefelman PLLC
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Washington Mutual, Inc. on Form S-8 of our report dated February 26, 1999,
appearing in the Annual Report on Form 10-K of Washington Mutual, Inc. for
the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Seattle, Washington
September 22, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Washington Mutual, Inc. of our report dated January
22, 1997, except as to Note 28, which is as of March 7, 1997, relating to the
consolidated financial statements of Great Western Financial Corporation,
which appears on page 62 of the Washington Mutual, Inc. Annual Report on
Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Los Angeles, California
September 22, 1999
<PAGE>
Exhibit 23.4
Independent Auditors' Consent
We consent to the incorporation by reference in the Registration of
Washington Mutual, Inc. on Form S-8 of our report dated January 15, 1998,
except as to Note 2 of Notes to Consolidated Financial Statements, which is
as of February 13, 1998, and Note 19 of Notes to Consolidated Financial
Statements, which is as of March 16, 1998, relating to the consolidated
statement of financial condition as of December 31, 1997, and the related
consolidated statements of operations, stockholders' equity and cash flows
of H.F. Ahmanson & Company and subsidiaries for each of the years in the
two-year period ended December 31, 1997, which report appears in the
December 31, 1998, annual report on Form 10-K of Washington Mutual, Inc.
/s/ KPMG LLP
Los Angeles, California
September 22, 1999
