<PAGE> 1
EX-4.10
Amendments to the Washington Mutual, Inc.
Retirement Savings and Investment Plan
The RSIP is amended as follows on December 21, 1999:
1. Section 2.13 is restated in its entirety to read as set forth
below:
2.13 Compensation.
(a) Scope of Provision. Compensation as defined in
this Section 2.13 shall apply for purposes of determining:
(1) The identity of Highly Compensated Employees;
(2) The limitation on Annual Additions;
(3) The Actual Deferral Percentage;
(4) The Actual Matching Percentage; and
(5) The Top Heavy Plan provisions.
(b) Inclusions. A Participant's Compensation
consists of the Participant's wages, salaries, fees for personal
services, commissions, production incentive compensation,
bonuses and other amounts received (without regard to whether or
not an amount is paid in cash) for personal services actually
rendered in the course of employment with an Employer as an
Employee and to the extent that the amounts are includible in
gross income.
(c) Exclusions. A Participant's Compensation does
not include:
(1) Severance Pay;
(2) Moving expenses;
(3) Long-term disability insurance payments;
(4) Nonqualified deferred compensation;
(5) Compensatory time;
(6) Fringe benefits or amounts attributable to any
employee benefit plan which are not already excluded
under (1)-(5) above;
(7) Employer contributions (i) to a plan of deferred
compensation to the extent such contributions are not
included in the gross income of the Participant for the
taxable year in which contributed; or (ii) on behalf of
the Participant to a simplified employee pension plan to
the extent such contributions are deductible under the
Code;
(8) Any distributions from a plan of deferred
compensation whether or not such distributions are
includible in the gross income of the Participant when
distributed (except for amounts received from an
unfunded, nonqualified plan in the year such amounts are
includible in the Employee's gross income);
(9) Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified
stock option;
(10) Amounts not otherwise described in this section
2.13(c) that receive special tax benefits; and
(11) Contributions made by an Employer (whether or
not under a salary reduction agreement) towards the
purchase of a 403(b) annuity contract, regardless of
whether the contributions are excludible from the gross
income of the Participant.
<PAGE> 2
(d) Additional Computation Rules Regarding
Determination of the Limitation on Annual Additions. For
purposes of determining the limitations on Annual Additions, (i)
amounts realized from the exercise of a nonqualified stock
option or when restricted stock (or property) becomes freely
transferable or no longer subject to a substantial risk of
forfeiture, and (ii) Compensation, as defined herein, taken into
account for a Limitation Year, is the Compensation actually paid
or made available to the Participant during such year, as well
as amounts not included in taxable income by reason of sections
125 or 402(e)(3) of the Code.
(e) Additional Computation Rules Regarding
Determination of Identity of Highly Compensated Employees, the
Actual Deferral Percentage, the Actual Matching Percentage and
the Top Heavy Provisions. For the purposes of determining the
identity of Highly Compensated Employees, the Actual Deferral
Percentage, the Actual Matching Percentage and the Top Heavy
Plan provisions, Compensation shall also include any amounts
excluded from gross income of an Employee under sections 125,
402(e)(3), 402(h)(1)(B), or 403(b) of the Code.
(f) Statutory Limits. Effective for Plan Years
beginning before January 1, 1994, Compensation for all purposes
in excess of $200,000 (as adjusted at the same time and the same
manner as under section 415(d) of the Code) shall be
disregarded. Effective for Plan Years beginning on or after
January 1, 1994, Compensation for all purposes in excess of
$150,000 (adjusted as provided in section 401(a)(17)(B) of the
Code) shall be disregarded.
2. Section 2.41 of the RSIP is amended by a new paragraph (27), to
read as set forth below:
(27) Eligible Employees who are credited with Service
for service with H. F. Ahmanson & Company or its
affiliates may first enter the Plan on July 1, 1999.
3. Section 3.3(a) is amended in its entirety to read as set forth
below:
(a) If he was a Participant prior to his separation
from Service, the Plan Entry Date which is coincident with or
which next follows the day on which he performs his first Hour
of service as a result of his return to Service, or
4. Section 4.1(b) is amended by the addition of the following new
paragraph at the end of the existing provision:
The foregoing notwithstanding, the Matching Contribution shall
be made on behalf of each eligible Participant who is making
Salary Deferral Contributions at a rate of less than 3 percent
of such Participant's Considered Compensation in the percentage
specified by the Employer. The Matching Contribution made on
behalf of each eligible Participant who is making Salary
Deferral Contributions at a rate of 3 percent or more of such
Participant's Considered Compensation shall be bifurcated as
follows:
(1) At the time periodic Matching Contributions are
made during the year, such Participant shall receive a
Matching Contribution in the amount specified with
respect to a Salary Deferral Contribution equal to 3
percent of the Participant's Considered Compensation;
and
(2) As of the end of the year, any such Participant
who is actively employed as of the last day of the year
shall receive Matching Contributions with respect to his
or her Salary Deferral Contributions in excess of 3
percent of
his or her Considered Compensation, in the percentage
specified by the Employer, to the extent such Matching
Contributions do not exceed the applicable limitation of
the Plan and the Code.
<PAGE> 3
3. Section 7.5 of the Plan is amended by the addition of new
paragraph (h) to read as set forth below:
(h) Each Employee who has an account under the Plan
attributable to such Employee's participation in a defined
contribution plan maintained by H. F. Ahmanson & Company or its
affiliates shall be vested in such account according to the
following schedule:
(1) Ahmanson Advantage Account - Company Matching
Account:
<TABLE>
<CAPTION>
Years of Vesting Service Percent
------------------------ Vested
-------
<S> <C>
1 0%
2 40%
3 60%
4 80%
5 100%
</TABLE>
(2) Coast Match Account: 100% Vested
(3) HSB/Coast Rollover Account: 100% Vested
The foregoing notwithstanding, each former employee of H. F.
Ahmanson & Company or who terminated employment with H. F.
Ahmanson & Company or the Company between March 17, 1998, and
March 31, 2000 shall be fully vested in any account maintained
on behalf of such former employee under the Plan as a result of
the merger of the Ahmanson Advantage Account into the Plan.
4. Effective January 1, 2000, Section 8.1(d) is amended by the
addition of new subparagraph (6), to read as set forth below:
(6) An active Employee who commenced receipt of his
or her Vested Accrued Benefit pursuant to a superseded
definition of Required Commencement Date, but whose
Required Commencement Date pursuant to the version of
Section 2.49 in effect as of January 1, 2000 has not
occurred, may suspend distribution of his or her Vested
Accrued Benefit until a subsequent Required Commencement
Date. Any Employee's election to suspend distribution of
a Vested Accrued Benefit pursuant to this Section
8.1(d)(6) must be made pursuant to a one-time
irrevocable election which is executed and will take
effect during such Employee's active employment with the
Company and satisfies such other rules and procedures as
the Administration Committee shall require.
5. Article IX is amended by addition of a new Section 9.8, to read
as set forth below:
9.8 Accounts Relating to Bowery Savings Plan. Amounts
maintained in accounts under the Plan attributable to rollover
accounts maintained under the Bowery Savings Plan may be
withdrawn by Employees in accordance with the provisions with
respect to inservce withdrawals of such
accounts contained in the Bowery Savings Plan as in effect on
December 31, 1998.
6. Section 1 of Appendix A is amended by removing the word "and" at
the end of subsection c, by replacing the period at the end of subsection d with
"; and", and by the addition of a new subsection e, to read as set forth below:
e. H. F. Ahmanson & Company.
Section 2.52(b) of the Washington Mutual, Inc. Retirement Savings and
Investment Plan (the "RSIP") is amended effective January 1, 2000, by the
addition of a new paragraph 6 to read as follows:
(6) Employees who were hired by the Company in connection with
its purchase of assets of Peoples Security Finance Company, Inc.
("Peoples") and who were employed by Peoples or one of its affiliates
immediately prior to such hire shall be credited with Service for up to
one year of service performed with Peoples or its affiliates.
2
