SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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WASHINGTON MUTUAL, INC.

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1201 Third Avenue, Suite 1601

Seattle, Washington 98101

March 23, 2005

Dear Shareholder:

      You are cordially invited to attend the Annual Meeting of Washington Mutual, Inc. shareholders that will be held in the S. Mark Taper Foundation Auditorium on Tuesday, April 19, 2005, at 1:00 p.m., local time, at Benaroya Hall, 200 University Street, Seattle, Washington 98101. The meeting will be webcast on the Washington Mutual website at www.wamu.com/ir. I look forward to greeting as many of our shareholders as possible at the Annual Meeting.

      As set forth in the attached Proxy Statement, the meeting will be held to consider the following matters:

      Please read the attached Proxy Statement carefully for information about the matters upon which shareholders are being asked to consider and vote. In addition to these specific matters, there will be a report on the progress of Washington Mutual and an opportunity to ask questions of general interest to shareholders.

      Your vote is important. Whether or not you attend the meeting in person, I urge you to promptly vote your proxy as soon as possible via the Internet, by telephone or by mail using the enclosed postage-paid reply envelope. If you decide to attend the meeting and vote in person, you will, of course, have that opportunity.

      Thank you for your continued support of Washington Mutual, and again, I look forward to seeing you at the Annual Meeting.

WASHINGTON MUTUAL, INC.

1201 Third Avenue, Suite 1601

Seattle, Washington 98101

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held April 19, 2005

Agenda:

      The Board of Directors urges shareholders to vote FOR Items 1 and 2.

      All of these items are more fully described in the Proxy Statement that follows. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting and any adjournments thereof.

Seattle, Washington

March 23, 2005

IMPORTANT

          Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your proxy at your earliest convenience via the Internet, by telephone or by mail using the enclosed postage-paid reply envelope. This will ensure the presence of a quorum at the Annual Meeting and will save Washington Mutual the expense of additional solicitation. Sending in your proxy will not prevent you from voting your shares in person at the Annual Meeting if you desire to do so. Your proxy is revocable at your option in the manner described in the Proxy Statement.

Table of Contents

WASHINGTON MUTUAL, INC.

1201 Third Avenue, Suite 1601

Seattle, Washington 98101

PROXY STATEMENT

For 2005 Annual Meeting of Shareholders

To Be Held on Tuesday, April 19, 2005

        The board of directors (the “Board of Directors” or the “Board”) of Washington Mutual, Inc. (“Washington Mutual” or the “Company”) is soliciting proxies to be voted at the Annual Meeting of Shareholders on April 19, 2005, at 1:00 p.m. (the “Annual Meeting”), and at any adjournments thereof, for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. The Notice, this Proxy Statement and the form of proxy enclosed are first being sent to shareholders on or about March 23, 2005.

Questions and Answers about these Proxy Materials and the Annual Meeting:

Question: Why am I receiving these materials?

Answer: The Board of Directors is providing these proxy materials to you in connection with Washington Mutual’s annual meeting of shareholders, to be held on April 19, 2005. As a shareholder, you are invited to attend the Annual Meeting, and are entitled to, and requested to vote on the items of business described in this Proxy Statement.

Question: What information is contained in this Proxy Statement?

Answer: This information relates to the proposals to be voted on at the Annual Meeting, the voting process, compensation of the Company’s directors and most highly paid executives, and certain other required information.

Question: Who is soliciting my vote pursuant to this Proxy Statement?

Answer: The Board of Directors is soliciting your vote at the 2005 Annual Meeting.

Question: Who is entitled to vote?

Answer: Only shareholders of record at the close of business on February 28, 2005 will be entitled to vote at the Annual Meeting.

Question: How many shares are eligible to be voted?

Answer: As of the record date of February 28, 2005, the Company had 879,248,564 shares of common stock (“Common Stock”) outstanding (including 6,000,000 shares of Common Stock held in escrow). Each outstanding share of Common Stock will entitle its holder to one vote on each matter to be voted on at the Annual Meeting.

Question: What am I voting on?

Answer: You are voting on the following matters:

Question: How does the Board recommend that I vote?

Answer: The Board recommends that you vote “FOR” each director nominee and “FOR” the ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as independent auditors.

Question: How many votes are required to hold the Annual Meeting and what are the voting procedures?

Answer: Quorum Requirement: Washington law provides that any shareholder action at a meeting requires that a quorum exist with respect to that action. A quorum for the actions to be taken at the Annual Meeting will consist of a majority of all of the outstanding shares of Common Stock that are entitled to vote at the Annual Meeting. Therefore, at the Annual Meeting, the presence, in person or by proxy, of the holders of at least 439,624,283 shares of Common Stock will be required to establish a quorum. Shareholders of record who are present at the Annual Meeting in person or by proxy and who abstain are

considered shareholders who are present and entitled to vote, and will count towards the establishment of a quorum. This will include brokers holding customers’ shares of record who cause abstentions to be recorded at the Annual Meeting.

Abstentions and broker non-votes will have no impact on the election of directors or the approval of the ratification of the independent auditors.

Question: How may I cast my vote?

Answer: If you are the shareholder of record: You may vote by one of the following four methods (as instructed on the enclosed proxy card):

Whichever method you use, the proxies identified on the back of the proxy card will vote the shares of which you are the shareholder of record in accordance with your instructions. If you submit a proxy card without giving specific voting instructions, the proxies will vote the shares as recommended by the Board of Directors.

     If you own your shares in “street name,” that is, through a brokerage account or in another nominee form: You must provide instructions to the broker or nominee as to how your shares should be voted. Your broker or nominee will usually provide you with the appropriate instruction forms at the time you receive this Proxy Statement and the Company’s Summary Annual Report. If you own your shares in this manner, you cannot vote in person at the Annual Meeting unless you receive a proxy to do so from the broker or the nominee, and you bring the proxy to the Annual Meeting.

     If you are a participant in the WaMu Savings Plan (the “Plan”): You have the right to direct Fidelity Management Trust Company (“Fidelity”), as trustee of the Plan, regarding how to vote the shares of Company Common Stock attributable to your individual account under the Plan. The enclosed proxy card can be used as a direction form to provide voting directions to Fidelity. Fidelity will vote shares of Common Stock attributable to participant accounts as directed by such participants. Fidelity will not vote shares of Common Stock attributable to participant accounts for which it does not receive participant direction by April 14, 2005.

Question: How may I cast my vote over the Internet and by telephone?

Answer: Voting over the Internet: If you are a shareholder of record, you may use the Internet to transmit your vote up until 11:59 P.M. Eastern Time April 18, 2005. Visit www.proxyvote.com and have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

Voting by Telephone: If you are a shareholder of record, you may call 1-800-690-6903 and use any touch-tone telephone to transmit your vote up until 11:59 P.M. Eastern Time April 18, 2005. Have your proxy card in hand when you call and then follow the instructions.

If you hold your shares in “street name,” that is through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.

Question: How may I revoke or change my vote?

Answer: If you are the record owner of your shares, you may revoke your proxy at any time before it is voted at the Annual Meeting by:

Please note that attendance at the Annual Meeting will not, in itself, constitute revocation of your proxy.

Question: Who is paying for the costs of this proxy solicitation?

Answer: The Company will bear the cost of preparing, printing and mailing the materials in connection with this solicitation of proxies. In addition to mailing these materials, officers and regular employees of the Company may, without being additionally compensated, solicit proxies personally and by mail, telephone, facsimile or electronic communication. The Company will reimburse banks and brokers for their reasonable

out-of-pocket expenses related to forwarding proxy materials to beneficial owners of stock or otherwise in connection with this solicitation. The Company has retained Georgeson Shareholder Communications Inc. to assist in the solicitation at a cost of approximately $10,000, plus payment of reasonable out-of-pocket expenses incurred by Georgeson.

Question: Who will count the votes?

Answer: Automated Data Processing, Inc., the Company’s inspector of elections for the Annual Meeting, will receive and tabulate the ballots and voting instruction forms.

Question: What happens if the Annual Meeting is postponed or adjourned?

Answer: Your proxy will still be effective and may be voted at the rescheduled meeting. You will still be able to change or revoke your proxy until it is voted.

INFORMATION ABOUT THE MEETING

        The Annual Meeting will be held at 1:00 p.m. (local time) on Tuesday, April 19, 2005, at the S. Mark Taper Foundation Auditorium at Benaroya Hall, 200 University Street, Seattle, Washington 98101. Listening devices will be available at the Annual Meeting for shareholders with impaired hearing.

      The Company plans to webcast the Annual Meeting. The webcast may be accessed on the Washington Mutual website at www.wamu.com/ir during the Annual Meeting and for thirty days after the meeting.

ITEM 1. ELECTION OF DIRECTORS

Board Nominees

       The Board of Directors has nominated each of the following persons for election as a Company director. Each of the nominees is currently a director of the Company and each has indicated that he or she is willing and able to continue to serve as a director.

Phillip D. Matthews

Mary E. Pugh

William G. Reed, Jr.

James H. Stever

      The Company’s Articles of Incorporation provide that the number of directors will be fixed by the Company’s Bylaws and divided into three classes. The Bylaws of the Company currently fix the size of the Board of Directors at thirteen directors. At the Annual Meeting, the nominees will be elected to serve three-year terms to expire at the 2008 Annual Meeting and until their successors are elected and qualified.

      If any nominee becomes unable or unwilling to serve, which is not anticipated, the accompanying proxy may be voted for the election of such other person as shall be designated by the Governance Committee of the Board of Directors. Proxies granted may not be voted for a greater number of nominees than the four named above. Unless instructions to the contrary are specified in a proxy properly voted and returned through available channels, the proxies will be voted FOR each of the nominees listed above.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS

VOTE “FOR” EACH OF THE NOMINEES.

Current Directors

       Below is information regarding each of the Company’s current directors, including the four director nominees. Pursuant to the Company’s director retirement policy contained in its Corporate Governance Guidelines (see page 11 of this Proxy Statement), Messrs. Beighle and Schulte have submitted their resignations from the Board, which will be effective August 31, 2005. In addition, Ms. Sanders has notified the Company that she will resign from the Board effective April 20, 2005. The vacancies to be created by the retirement of Messrs. Beighle and Schulte and the resignation of Ms. Sanders may be filled by a majority of the remaining directors in accordance with the Company Bylaws. A new director so appointed will stand for re-election at the first annual meeting of shareholders after his or her appointment. Except as otherwise indicated, each Company director has been engaged in the principal occupation described below for at least five years.

Corporate Governance

       Washington Mutual values strong corporate governance principles and adheres to the highest ethical standards. These principles and standards, along with Washington Mutual’s core values of fairness, caring, human, dynamic and driven, assist the Company in achieving its corporate mission. To foster strong corporate governance and business ethics, the Board of Directors continues to take many steps to strengthen and enhance the Company’s corporate governance practices and principles. The Company has adopted Corporate Governance Guidelines to achieve the following goals:

      The following is a summary of some of the most significant governance principles as embodied in the Company’s Corporate Governance Guidelines, and the Company’s current practices with respect to many other aspects of strong corporate governance. The full text of the Company’s Corporate Governance Guidelines is available on the Company’s website at www.wamu.com/ir. Shareholders may also obtain a written copy of the guidelines at no cost by writing the Company at 1201 Third Avenue, Seattle, Washington, 98101, Attention: Investor Relations Department, WMT 2140, or by calling (206) 461-3187.

      The Governance Committee of the Board of Directors administers the Corporate Governance Guidelines, reviews performance under the guidelines and the content of the guidelines annually and, when appropriate, recommends updates and revisions to the Board of Directors.

       The Company currently has thirteen directors. The Corporate Governance Guidelines require that the Board consist predominantly of non-management directors. This means directors who are not currently, and have not been, employees of the Company during the most recent three years. Currently, the Chief Executive Officer is the only director who is a member of the Company’s management.

      The Corporate Governance Guidelines also require that a substantial majority of the Board consist of independent directors. A director is independent for this purpose when the Board affirmatively determines that he or she has no material relationship with the Company, other than as a director. This determination is made in accordance with the Corporate Governance Guidelines, which are consistent with the applicable rules of the New York Stock Exchange (“NYSE”) and federal securities laws.

      The Governance Committee is responsible for reviewing with the Board annually the appropriate criteria and standards for determining director independence consistent with all applicable legal requirements, including the NYSE rules and applicable federal securities laws. In accordance with applicable NYSE and Securities and Exchange Commission (“SEC”) rules, the Company has established categories of immaterial relationships that are deemed not to have any bearing on a director’s independence. Accordingly, the Corporate Governance Guidelines provide that no Company director will be considered non-independent solely as a result of any of the following relationships:

      In February 2005, the Board determined that all of its current directors, other than Mr. Killinger, Mr. Wood, Mrs. Farrell and Ms. Pugh, have no relationships with the Company that are outside of the categorical standards listed above and are therefore independent directors pursuant to the Corporate Governance Guidelines. The Board further determined that Mr. Wood is independent, notwithstanding his outstanding residential loan from a Company subsidiary, the general terms of which are described in “Indebtedness of Management” on page 28 of this Proxy Statement. The Board determined that Mr. Wood’s loan was previously made pursuant to a director home loan program by a company that Washington Mutual acquired in 1997, and therefore was not a material relationship. Mr. Killinger, Mrs. Farrell and Ms. Pugh are not independent because of the following:

      The Board also determined in February 2005 that all of the members of the Company’s Audit Committee are independent in accordance with the Corporate Governance Guidelines and applicable SEC rules and regulations.

       In addition to each director’s basic duties of care and loyalty, the Board of Directors has separate and specific obligations enumerated in the Corporate Governance Guidelines. Among other things, these obligations require directors to effectively monitor management’s capabilities, compensation, leadership and performance, without undermining management’s ability to successfully operate the business. In addition, the Board and the Board’s committees have the authority to retain and establish the fees of outside legal, accounting or other advisors, as necessary, to carry out their responsibilities.

      Directors are expected to avoid any action, position or interest that conflicts with an interest of the Company, or gives the appearance of a conflict. As a result, directors must disclose all business relationships with the Company and with any other person doing business with the Company to the entire Board and to recuse themselves from discussions and decisions affecting those relationships. The Company periodically solicits information from directors in order to monitor potential conflicts of interest and to confirm director independence.

       Individuals may submit communications to the Board, the Board’s executive session presiding director, or to the non-management directors as a group by sending the communications in writing to the following address: Washington Mutual, Inc., 1201 Third Avenue, WMT 1706, Seattle, Washington 98101. All correspondence should indicate whether it is addressed to the “Board of Directors,” the “Presiding Director,” or the “Non-Management Directors.” The Board has unanimously approved a process that is outlined in the Corporate Governance Guidelines, whereby the Company’s Corporate Secretary, or his designee, will review and forward correspondence to the appropriate directors. The Secretary, or his designee, also forwards copies of the correspondence to other persons within the Company for handling and response, as necessary based upon the subject matter of the communication.

            Director Education and Evaluation

       All directors are expected to be knowledgeable about the Company and its industry and to understand their duties and responsibilities as directors. This knowledge may be gained from attendance at Board meetings; periodic director training sessions; regular meetings with Company management; reading of appropriate industry, corporate governance and directorship literature; and attendance at educational seminars. The Company frequently conducts in-house director education programs on relevant topics. In addition, directors are encouraged to attend education sessions provided by third party groups, and they are reimbursed for their reasonable costs of attendance. In 2004, the Company conducted in-house director education sessions on four occasions.

      All new directors are required to attend orientation sessions conducted by management and educational programs intended to satisfy the special qualification requirements for membership on committees of the Board.

      The Board, acting through the Governance Committee, annually evaluates the effectiveness of the Board collectively, and the performance of each standing Board committee. The Governance Committee determines the appropriate means for this evaluation, which may include surveying the Board and committee membership.

            Director Nomination Process

       The Governance Committee is responsible for reviewing with the Board annually the appropriate skills and characteristics required of Board members, and for selecting, evaluating and recommending nominees for election by the Company’s shareholders. The Governance Committee may use one or more third party search firms to assist in this purpose. The following are the General Criteria for Nomination to the Board, as adopted by the Board. These General Criteria set forth the traits, abilities and experience that, at a minimum, the Board looks for in determining candidates for election to the Board:

      The Chair of the Governance Committee may authorize the Chief Executive Officer or any other representative of the Board, speaking on behalf of the Board, to extend invitations to new director candidates to join the Board. The Board is

responsible for making interim appointments of directors to fill Board vacancies, including those created by the resignation or retirement of directors in accordance with the Company’s Bylaws.

      Company shareholders may propose director candidates for consideration by the Governance Committee by submitting the individual’s name and qualifications to the Secretary of the Company at 1201 Third Avenue, WMT 1706, Seattle, WA 98101. The Governance Committee will consider all director candidates properly submitted by Company shareholders in accordance with the Company’s Corporate Governance Guidelines. Shareholders who wish to nominate candidates for election to the Board at the Annual Meeting of Shareholders must follow the procedures outlined in “Shareholder Proposals for the 2006 Annual Meeting” set forth on page 39 of this Proxy Statement.

            Director Rotation and Retirement

       The Board of Directors does not favor a formal rotation process or term limits for non-management directors. A director who reaches the age of seventy-two must tender his or her resignation to the Chairman of the Board before the next occurring annual meeting of shareholders. The Chairman will refer the resignation to the Board’s Governance Committee for review. The Board will decide, in light of the circumstances and the recommendation of the Governance Committee, the date at which the resignation will become effective. Messrs. Beighle and Schulte have tendered their resignations in accordance with this policy. Their resignations will become effective August 31, 2005. A vacancy created by a director’s retirement may be filled by a majority of the remaining directors in accordance with the Company’s Bylaws. A director so appointed to fill the vacancy will stand for re-election by the Company’s shareholders at the first annual meeting of shareholders following that director’s appointment to the Board. In addition, the Company requires that directors tender their resignation when their present position or job responsibility changes significantly. The Board then decides, in light of the circumstances and the recommendation of the Governance Committee, whether to accept such resignation.

            Board Meetings and Executive Sessions

       The Board of Directors currently holds eight full Board meetings each year. Directors are encouraged to attend each meeting in person. Management provides all directors with an agenda and appropriate written materials sufficiently in advance of the meetings to permit meaningful review. Any director may submit topics or request changes to the preliminary agenda as he or she deems appropriate in order to ensure that the interests and needs of non-management directors are appropriately addressed. To ensure active and effective participation, directors are expected to arrive at each Board and committee meeting having reviewed and analyzed the materials for the meeting.

      All Company non-management directors generally meet in executive session at every regularly scheduled Board meeting, both with and without the Chief Executive Officer present. All directors who are determined to be independent meet in executive session once per year. The non-management directors will annually select one of their own to be the presiding director at executive sessions. In February 2005, Stephen E. Frank was selected as the presiding director at all executive sessions.

            Director Attendance at Company Annual Meetings

       All directors are encouraged to attend every Company annual meeting of shareholders. To facilitate director availability at the time of the annual meeting, the Company typically schedules Board and Board committee meetings on the day of and the day before the annual meeting. Twelve out of the thirteen Washington Mutual directors attended the annual meeting of shareholders held on April 20, 2004.

            Director Contact with Management

       All directors are invited to contact the Chief Executive Officer at any time to discuss any aspect of the Company’s business. In addition, there generally are frequent opportunities for directors to meet with other members of the management team.

            Investment Expectations of Directors and Executives and Senior Employees

       Non-employee directors are expected to maintain stock ownership in the Company in an amount that is meaningful and which should have a value of at least three times the annual director cash retainer. For new directors, this may be achieved over a three year period.

      To encourage executives and other senior officers to hold Company stock, the Company’s Human Resources Committee recently adopted stock ownership guidelines that apply to those positions. The target ownership guidelines are as follows:

      For purposes of the above guidelines, stock ownership includes shares of Common Stock held outright, Common Stock held in the Company’s 401(k) Plan, phantom stock held in the Company’s Deferred Compensation Plan, and unvested shares of restricted stock. The Human Resources Committee receives a report at each meeting indicating the stock ownership of each executive and other senior officer, and the Governance Committee receives a report at each meeting indicating the stock ownership of each non-employee director.

            Code of Conduct and Code of Ethics for Senior Financial Officers

       The Company has implemented a Code of Ethics applicable to senior financial officers of the Company and a revised Company Code of Conduct applicable to all Company officers, employees and directors. The Code of Ethics provides fundamental ethical principles to which Company senior financial officers are expected to adhere. The Code of Conduct operates as a tool to help Washington Mutual officers, employees and directors understand and adhere to the high ethical standards required for employment by, or association with, the Company. Both the Code of Ethics and the Code of Conduct are available on the Company’s website at www.wamu.com/ir. Shareholders may also obtain written copies at no cost by writing the Company at 1201 Third Avenue, Seattle, Washington 98101, Attention: Investor Relations Department, WMT 2140, or by calling (206) 461-3187.

Board Meetings and Attendance

       During 2004, the Company’s Board of Directors met eight times. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of all meetings held by committees on which he or she served.

Committees of the Board of Directors

       A description of the general functions of each Board committee and the composition of each committee is below.

       The Audit Committee, Governance Committee and the Human Resources Committee are currently composed entirely of “independent” directors, as defined by the Company’s Corporate Governance Guidelines and applicable NYSE and SEC rules and regulations. Each of the Company’s committees has a written charter, which may be obtained on Washington Mutual’s website at www.wamu.com/ir. Shareholders may also obtain written copies of the charters at no cost by writing the Company at 1201 Third Avenue, Seattle, Washington 98101, Attention: Investor Relations Department, WMT 2140, or by calling (206) 461-3187. A copy of the current Audit Committee charter is attached as Appendix A to this Proxy Statement.

      The chair of each committee is responsible for establishing committee agendas. The agenda, meeting materials and the minutes of each committee meeting are furnished in advance to all directors, and each committee chair reports on his or her committee’s activities to the full Board.

       Mr. Wood, a member of the Company’s Human Resources Committee, has a residential loan from a Company subsidiary that is currently outstanding. The general terms of this loan are described in “Indebtedness of Management” on page 28 of this Proxy Statement.

       The Board determined in February 2005 that Mr. Frank qualifies as a Company “audit committee financial expert,” as defined by the rules and regulations of the SEC. The Board further determined that each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined pursuant to the rules of the NYSE.

Compensation of Directors

       In establishing the compensation of its non-employee directors, Washington Mutual seeks to provide total compensation that is competitive, fair, aligned with shareholder return and business results, and likely to facilitate long-term ownership of Washington Mutual stock. Washington Mutual does not pay director compensation to its directors who are also employees of the Company.

       Non-employee directors receive the following compensation for their service on the Board of Directors and its committees:

      Directors who resign or retire from the Board receive a prorated portion of the applicable cash retainers based upon their service to the Board and committees during the year. The non-management director who is selected to be the presiding director at executive sessions of the Board receives an additional annual cash retainer of $5,000. All directors are reimbursed for travel and accommodation expenses in connection with attendance at Board and committee meetings. Spouses of Company directors may occasionally accompany the directors on flights to Company Board meetings on Company leased air transportation where there are no incremental costs to the Company.

       Each non-employee director is eligible for an annual grant of either options to purchase Common Stock or shares of restricted stock issued from the Washington Mutual, Inc. 2003 Equity Incentive Plan, as recommended by the Governance Committee. In January 2005, the Company granted each non-employee director an option to purchase 5,000 shares of Common Stock. Director annual option grants have an exercise price equal to the fair market value of one share of Common Stock on the date of grant and vest on the first anniversary of the date of grant, subject to earlier vesting on termination of service in certain circumstances.

       Messrs. Frank and Wood are entitled to certain retirement benefits under an unfunded directors’ retirement plan for which Washington Mutual has assumed responsibility as successor to Great Western Financial Corporation (“GWFC”). Upon termination of service on GWFC’s board of directors, each eligible director became entitled under the plan to an annual retirement benefit equal to the sum of the annual retainer previously paid to members of the GWFC board plus twelve times the monthly meeting fee, both as in effect at the time of the director’s termination. Benefits are payable for a period equal to the number of years that the eligible director served as a GWFC director and will be provided to the surviving spouse or other designated beneficiary following an eligible director’s death. Washington Mutual has purchased company-owned cost-recovery life insurance on the lives of the participants in the plan. Pursuant to the plan, Messrs. Frank and Wood are each entitled to receive quarterly payments of $11,650. Mr. Frank is entitled to receive these payments until October 2008 and Mr. Wood’s payments end in October 2011. Accordingly, in 2004 each of these directors received payments aggregating $46,600 pursuant to the plan.

      Messrs. Frank and Wood also have vested balances in an unfunded deferred compensation plan for certain former directors of GWFC for which Washington Mutual has assumed responsibility as successor to GWFC. No additional compensation may be deferred under this plan. Washington Mutual has purchased company-owned cost-recovery life

insurance on the lives of the participants in the plan. Interest accrues on fund balances outstanding pursuant to the plan at enhanced rates. Those interest amounts exceeded 120% of the applicable federal long-term rate compounded annually by $4,307 and $4,575, respectively, for Messrs. Frank and Wood during 2004.

      Mr. Schulte is entitled to certain retirement benefits under an unfunded directors’ retirement plan for which Washington Mutual has assumed responsibility as successor to H.F. Ahmanson & Company (“Ahmanson”). Upon termination of service on Ahmanson’s board of directors, each eligible director became entitled under the plan to an annual retirement benefit equal to the director’s pay during the twelve-month period immediately preceding retirement from such board. Benefits are payable for a period equal to the number of years that the eligible director served as an Ahmanson director and will be provided to the surviving spouse or other designated beneficiary following an eligible director’s death. Washington Mutual has purchased company-owned cost-recovery life insurance on the lives of the participants in the plan. Mr. Schulte began receiving monthly payments of $2,000 under the plan on April 1, 1999, and is entitled to receive this benefit through September 2006.

PRINCIPAL HOLDERS OF COMMON STOCK

        This table shows information regarding beneficial ownership of Common Stock by the only shareholders known by the Company to have owned more than 5% of the outstanding shares of Common Stock on December 31, 2004.

SECURITY OWNERSHIP OF DIRECTORS

AND EXECUTIVE OFFICERS

        This table and the accompanying footnotes provide a summary of the beneficial ownership of the Common Stock as of February 28, 2005, by (i) the directors, (ii) the Company’s Chief Executive Officer, (iii) the other current and former executive officers named in the executive compensation table set forth herein, and (iv) all current directors and executive officers as a group. The following summary is based on information furnished by the respective directors and officers.

      Each listed person individually owns less than 1% of the outstanding shares and voting power of the Common Stock of the Company, and the Company’s directors and executive officers as a group hold approximately 1.51%. Except as indicated in the footnotes to the table below, each person has sole voting and investment power with respect to the shares he or she beneficially owns.

EXECUTIVE COMPENSATION

Summary Compensation Table

       This table shows all compensation paid for the three years ended December 31, 2004, by the Company to its Chief Executive Officer and its other four most highly paid executive officers for 2004 (collectively, the “Named Executive Officers”). Annual Compensation includes amounts deferred at the Named Executive Officer’s election.

Grants of Stock Options in 2004

       The Company did not grant any stock options to the Named Executive Officers in 2004. In the past, the Company’s practice was to grant stock options and to make equity incentive awards to employees during December of each year as part of setting overall compensation for the subsequent calendar year. In 2004, the Company changed its prior practice and will now grant stock options and make other equity incentive awards to employees (including the Named Executive Officers) during January of each year, rather than during December of the prior year. The option grants made to the Named Executive Officers in January 2005, which are discussed in the Report of the Human Resources Committee on Executive Compensation on page 31 of this Proxy Statement, will be reported in the Summary Compensation Table and Grant of Stock Options table in the Company’s annual proxy statement to be filed in 2006.

      The Company grants stock options to employees, including the Named Executive Officers, pursuant to the Company’s 2003 Equity Incentive Plan. The options have terms of ten years, subject to earlier termination upon termination of employment, and they generally vest over three years in equal annual installments beginning one year after the date of the grant.

Aggregated Option Exercises in 2004 and Year-End Option Values

       This table shows stock option exercises during 2004 by each of the Named Executive Officers and the value of their unexercised options at December 31, 2004.

Long-Term Incentive Plan Awards in 2004

       The Company did not make any long-term incentive plan (“LTIP”) awards to the Named Executive Officers in 2004. In the past, the Company’s practice was to make LTIP awards in the form of performance share awards to eligible employees during December of each year as part of setting overall compensation for the subsequent calendar year. In 2004, the Company changed its prior practice and will now make performance share awards to eligible employees (including the Named Executive Officers) during January of each year, rather than during December of the prior year. The performance shares awarded to the Named Executive Officers in January 2005, which are discussed in the Report of the Human Resources Committee on Executive Compensation on page 32 of this Proxy Statement, will be reported in the Long Term Incentive Plan Awards section of the Company’s annual proxy statement to be filed in 2006.

      Performance share awards are contingent performance awards paid out at the Company’s discretion in cash or shares of Washington Mutual Common Stock at the end of a three-year period only if the Company achieves specified performance goals. For the most recently established performance period which ends on December 31, 2007, the performance share program will measure three-year:

      Each metric is equally weighted. The peer group consists of financial services companies that comprise the S&P Financial Index. This is the same group that the Company uses for its total shareholder return Performance Graph on page 35 of this Proxy Statement. The awards will range from zero to 250% of the contingent award. The target payout is at the 60th percentile of the peer group companies, and is payable at 100% of the contingent award. The threshold payout is at the 30th percentile of the peer group companies, and payable at 25% of the contingent award. There is no payout for performance below the 30th percentile of peer group companies. If the performance share awards are paid in Common Stock, they will earn dividend equivalents that will be accrued in the form of additional performance shares paid in Common Stock when and to the extent the related performance shares are paid. The value of the performance share awards may be deferred pursuant to the Company’s Deferred Compensation Plan.

PENSION PLANS AND OTHER PLANS AND AGREEMENTS

Cash Balance Pension Plan and Supplemental Employees’ Retirement Plan

       Pursuant to the terms of the WaMu Pension Plan (the “Pension Plan”), participants receive benefit credit accruals as a percentage of eligible compensation and interest accruals on current and prior benefit accruals. The current benefit accrual rate is based on years of service as follows:

      Eligible compensation includes base salary, incentive payments, bonuses and overtime. The Pension Plan annually credits interest on all benefit accruals at the rate quoted at the beginning of each year for the yield on U.S. government securities adjusted to a constant maturity of 30 years. The Pension Plan credits benefit accruals each pay period and interest on a daily basis. The interest credit rate for 2004 was 5.12%.

      In general, all employees become eligible to participate in the Pension Plan beginning with the quarter following completion of one year of service with Washington Mutual during which they work a minimum of 1,000 hours. An employee’s balance in the Pension Plan becomes vested at a graduated rate after two years of service, with full vesting after five years of active service. There are no employee contributions to the Pension Plan.

      Upon termination, participants may elect to receive a lump-sum distribution of their vested balances or an annuitized payment from the Pension Plan’s trust fund. The Pension Plan complies with the Employee Retirement Income Security Act of 1974, as amended (ERISA).

      The following is an estimate of annual benefits payable upon retirement at normal retirement age to each of the Named Executive Officers in accordance with the Pension Plan, assuming each individual elected to receive an annuitized payment from the Pension Plan. These projections are based on an interest crediting rate of 6.0% and are not subject to any deduction for Social Security or other offset amounts.

      Because the Internal Revenue Code imposes restrictions on the amount of compensation that may be considered as eligible compensation pursuant to the Pension Plan, the Company also provides certain highly compensated employees, including the Named Executive Officers, with a Supplemental Employees’ Retirement Plan (the “SERP”). The SERP is designed to provide participants with a benefit credit equal to the benefit credit they would have received under the Pension Plan (between 4% and 8%, depending on their years of service) had their eligible compensation under the Pension Plan not been limited by applicable restrictions contained in the Internal Revenue Code. In addition, the balance in each participant’s account vests over a five-year period and is credited with earnings at an annual rate equal to the rate for 30-year constant maturities treasuries. Upon a participant’s termination of service to the Company, benefits are paid in a

lump sum, except that any participant with an account balance in excess of $100,000 may elect to receive annual installment payments over a period of up to ten years.

      The Named Executive Officers would have been eligible to receive the following lump sum payments pursuant to the Pension Plan and the SERP had their service to the Company terminated on December 31, 2004, and had they elected to receive their aggregate balances in the form of a lump sum payment: Mr. Killinger: $2,574,953; Ms. Oppenheimer: $676,453; Mr. Casey: $12,482; Mr. Tall: $852,824 and Mr. Longbrake: $580,760. These lump sum payments would be in lieu of any annual installment payments pursuant to the Pension Plan and the SERP.

Executive Target Retirement Income Plan

       In 2004 the Company established the Executive Target Retirement Income Plan (the “ETRIP”) to provide retirement benefits to the Company’s executive officers, including the Named Executive Officers. For Company executive officers, the ETRIP replaces the Company’s Supplemental Executive Retirement Accumulation Plan discussed below. The ETRIP is designed to provide a market competitive retirement benefit for participants. The ETRIP provides supplemental retirement benefits that, as a lump sum, are equal to 6.5 times a participant’s average base salary and bonus (during his or her last five years) reduced proportionally for executive service of less than twenty-five years. This benefit is reduced by the aggregate amount of a participant’s balances in the SERP, SERAP and Pension Plan, and the Company’s contributions to the WaMu Savings Plan. Benefits vest ratably over five years, counting only executive service on or after January 1, 2004. Upon a change-in-control of the Company, each participant receives an additional 2 or 3 years of service credit, depending on the participant’s existing change-in-control agreement with the Company. In addition, a successor company’s ability to amend the ETRIP after a change-in-control is strictly prohibited, except to provide for additional offsets for any retirement plans adopted after a change in control. Upon termination of employment, each participant receives a lump sum payment equal to his or her balance, except that any participant with a balance in excess of $500,000 may make an election to receive annual installments over a period of up to twenty years. The Named Executive Officers would have been eligible to receive the following lump sum payments pursuant to the ETRIP had their service to the Company terminated on January 1, 2005, and had they elected to receive their balances in the form of a lump sum payment: Mr. Killinger: $853,749; Ms. Oppenheimer: $320,691; Mr. Casey: $108,751; Mr. Tall: $189,170 and Mr. Longbrake: $244,356. These lump sum payments would be in lieu of any annual installment payments pursuant to the ETRIP.

Supplemental Executive Retirement Accumulation Plan

       The Company provides certain highly compensated employees, not including the Named Executive Officers or other executive officers of the Company, with a Supplemental Executive Retirement Accumulation Plan (the “SERAP”). Prior to 2004, Company executive officers, including the Named Executive Officers, were eligible to accrue benefit credits pursuant to the SERAP. Currently, the Named Executive Officers maintain their existing SERAP account balances, which continue to receive interest credits, but not further benefit accruals. Pursuant to the SERAP, participants receive benefit credits of 1% for each year of Company employment service, with a minimum of 3% and a maximum of 12%. Participants also receive an interest credit based on the rate that would have been paid on unsecured junior debt of the Company (if any) with a ten-year maturity. If the Company did not issue any unsecured junior debt for the year, then the comparable rate for peer institutions is used. Upon termination of a participant’s service to the Company, the participant will receive a lump sum payment equal to his or her account balance, except that any participant with an account balance in excess of $100,000 may elect to receive annual installment payments over a period of up to ten years. The Named Executive Officers would have been eligible to receive the following lump sum payments pursuant to the SERAP had their service to the Company terminated on December 31, 2004, and had they elected to receive their balances in the form of a lump sum payment: Mr. Killinger: $2,357,138; Ms. Oppenheimer: $291,287; Mr. Casey: $0; Mr. Tall: $608,824 and Mr. Longbrake: $534,417. These lump sum payments would be in lieu of any annual installment payments pursuant to the SERAP.

Deferred Compensation Plan

       The Company offers certain highly compensated employees, including the Named Executive Officers and Company directors, a Deferred Compensation Plan (the “DCP”). The DCP allows eligible employees and directors to defer some or all of their Company compensation until a selected date or event. Eligible employees may elect to defer regular pay, bonuses, gains on exercise of nonqualified stock options, compensation related to the lapse of restrictions on restricted stock, and issuance of Common Stock in satisfaction of performance share awards. Company directors may defer their fees

and retainers payable for their service on the Board and Board committees. DCP account balances are credited with earnings based on a participant’s selection of one or more of the following methods: (1) interest method (credits interest at a rate equal to the rate at which junior unsecured debt would be issued); (2) phantom stock method (tracks Washington Mutual Stock); (3) a Standard & Poors 500 index mutual fund return; (4) a Morgan Stanley Capital International (“MSCI”) U.S. Small Cap 1750 index mutual fund return; or (5) an MSCI Europe and Pacific Region index mutual fund return. At the time of deferral, each participant elects the payment commencement date, the earnings accrual method, and the form of payment. Available forms of payment are either lump sum or, if the participant’s balance exceeds $100,000, installment payments for a period of up to ten years. The Company does not match any amounts deferred pursuant to the DCP.

      As of December 31, 2004, the Named Executive Officers had accumulated balances in the Deferred Compensation Plan as follows: Mr. Killinger: $14,667,060; Ms. Oppenheimer: $1,258,160; Mr. Casey: $373,452; Mr. Tall: $12,942,318; and Mr. Longbrake: $834,202. These balances reflect deferral of compensation previously earned by each Named Executive Officer, plus earnings accrued pursuant to the crediting method selected by the participant. In accordance with applicable SEC rules, the Company previously reported all compensation deferred into the DCP as compensation to the Named Executive Officer for the year earned.

Incentive Target Replacement Options

       The Company offers an Incentive Target Replacement Options (“ITRO”) program to certain highly compensated employees, including the Named Executive Officers. The ITRO program allows participants to convert a portion of their annual target bonus opportunity into a grant of fair market value stock options. Pursuant to the program, participants may exchange either 10%, 20% or 33% of their target annual bonus opportunity for ITRO options and their target bonus opportunity for the year will be reduced by the same amount. Once the election is made, it is irrevocable. To partially compensate for the additional risk of stock options, the 2005 exchange rate for exchanging annual bonus for ITRO options is set at 1.5 to 1. This means the recipient receives $1.50 of economic value in stock options for each $1.00 of bonus opportunity exchanged. The economic value is determined using a modified Black-Scholes option pricing methodology. The ITRO options vest 100% on the first anniversary of the date of grant and may be exercised over a ten-year period from the date of grant. None of the Named Executive Officers elected to participate in the ITRO program in 2004 or 2005.

Stock Option Expensing and Prohibition Against Re-Pricings

       Effective January 1, 2003, and in accordance with the transitional guidance of the Financial Accounting Standards Board, Washington Mutual elected to prospectively apply the fair value method of accounting for stock-based awards granted after December 31, 2002.

      The Company did not reduce the exercise price of any outstanding stock options during 2004. The Washington Mutual 2003 Equity Incentive Plan expressly prohibits such stock option re-pricings under any circumstances.

Employment, Termination and Change in Control Agreements

            Agreements

       Washington Mutual has entered into a separate employment agreement with each of the Named Executive Officers for a term that continues until either the Board of Directors in its sole discretion or the Named Executive Officer in his or her sole discretion terminates the respective agreement in accordance with its terms. Each agreement provides the following, except that Mr. Killinger’s agreement differs as noted below:

      Mr. Killinger’s agreement contains all of the above provisions and further provides that he will be entitled to the Severance Payments if he is terminated by the Company other than for Cause (as defined in Mr. Killinger’s agreement), whether or not a Change in Control has occurred.

      Pursuant to his 1982 employment agreement, Mr. Killinger entered into a deferred bonus arrangement with the Company pursuant to which certain deferred bonus amounts and accrued interest thereon are payable to Mr. Killinger upon death, resignation or retirement. As of December 31, 2004, the accrued benefits under such arrangement totaled $260,978.

Certain Provisions Contained in Company Compensation Plans

            2003 Equity Incentive Plan

       The Human Resources Committee of the Company’s Board of Directors (the “HR Committee”) administers this plan. Subject to the terms of the plan, the HR Committee determines the types of awards to be made under the plan, establishes the terms and conditions for each award, and approves the forms of agreements to be used. Unless otherwise specified in an employment agreement or by the HR Committee in establishing an award, in the event of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation of the Company as a result of which the Company’s shareholders receive cash, stock or other property in exchange for their stock: (i) all options will vest, unless the Company elects to convert the options into options to purchase stock of the acquiring company; and (ii) the restrictions and forfeiture provisions on all outstanding shares of Company restricted stock will lapse to the same extent that vesting of outstanding options accelerates.

       The HR Committee administers this plan, pursuant to which the Company has previously granted awards of restricted stock. Subject to the terms of the plan, the HR Committee determined the number of shares to be granted under the plan, established the terms and conditions for each award, and approved the forms of agreements to be used. Unless otherwise specified in an employment agreement or by the HR Committee in establishing an award, in the event of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation of the Company as a result of which the Company’s shareholders receive cash, stock or other property in exchange for their stock, all awards will vest, except that an award of restricted stock based on length of service with the Company will not vest if the award is converted into restricted stock of the acquiring company. In the event of termination of an individual’s employment before

age 60 for any reason (including death or disability), all of his or her unvested restricted stock or stock units will be forfeited without compensation, unless otherwise specified in the award agreement or determined by the HR Committee.

       Unless otherwise specified by the HR Committee, employees who voluntarily separate from the Company prior to the end of the plan year, or who involuntarily separate from the Company for performance reasons prior to the end of the plan year, are not eligible for a bonus payout. Employees who voluntarily separate after the end of the plan year remain eligible for a bonus payout for the completed plan year. Employees who separate prior to the end of the plan year due to a reduction in work force, or due to death, permanent disability or approved retirement, are generally eligible for a bonus payout based on earned salary through the date of separation or termination of active employment.

       The HR Committee administers this plan, pursuant to which the Company has previously granted stock options. Subject to the terms of the plan, the HR Committee determined the types of awards to be made under the plan, established the terms and conditions for each award, and approved the forms of agreements to be used. Unless otherwise specified in an employment agreement or by the Human Resources Committee in establishing an award, in the event of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation of the Company as a result of which the Company’s shareholders receive cash, stock or other property in exchange for their stock, all options will vest, unless the Company elects to convert the options into options to purchase stock of the acquiring company. Unless otherwise specified in the award agreement or determined by the HR Committee, the individual will have the following periods to exercise his or her vested options in the event of termination of service to the Company for any reason (other than in connection with a change in control): (i) ninety days after termination for reasons other than approved retirement; (ii) five years after termination by reason of approved retirement after age 55 with ten years’ service as an employee; and (iii) five years after termination by reason of approved retirement after age 55 with five years’ service as a director. If the termination is by reason of an approved retirement after age 65 (or age 72 for directors), then all of the individual’s unvested options shall become vested for the applicable period set forth above.

       Unless otherwise specified by the HR Committee, if a participant in the Performance Shares Award Program voluntarily terminates his or her employment with the Company during a performance period, the entire performance share award for that period is forfeited. If employment ends due to an approved retirement, the participant continues to participate in all in-progress performance cycles and receives the award at the end of each cycle based on full-cycle performance. If a participant moves to a non-eligible position during an in-progress performance cycle the award will be calculated based on full-cycle performance and the final payment prorated to the job change date. Upon the occurrence of a change in control of the Company, the participant will receive a pro rata award payment as soon as reasonably possible following the date of the change in control based on performance measured as close as practical to the date of the change in control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions With Management and Others, and Certain Beneficial Relationships

Indebtedness of Management

       No Company executive officer, director, immediate family member of a Company executive officer or director, corporation or organization of which a Company executive officer or director is an executive officer or partner, or beneficially holds 10% or more of the equity securities, or trust or other estate in which a Company executive officer or director has a substantial beneficial interest was indebted to the Company or its subsidiaries in an amount greater than $60,000 at any time since the beginning of 2004, except as set forth below. In each exception below, Washington Mutual or one of its subsidiaries is the lender for a residential loan secured by a deed of trust or mortgage on the respective residence of the executive officer (or immediate relative) or director.

      Fay L. Chapman and Benson Porter, executive officers of the Company, and a member of Mr. Porter’s immediate family, also had Washington Mutual home loans outstanding in 2004. These loans (i) were made in the ordinary course of business, (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Washington Mutual customers, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features. Ms. Chapman and Mr. Porter obtained their loans prior to becoming executive officers of the Company.

REPORT OF THE HUMAN RESOURCES COMMITTEE

ON EXECUTIVE COMPENSATION

Overview

       As part of its duties, the Human Resources Committee of the Board of Directors develops and administers Washington Mutual’s compensation programs and annual and long-term incentive compensation plans for executive and senior officers. As part of the Human Resources Committee’s long-term incentive compensation strategy, it establishes specific grants of stock options and awards of restricted stock and performance shares for executive and senior officers.

      The compensation program for Washington Mutual’s executive and senior officers for 2004 consisted of a combination of the following components:

      The Human Resources Committee also established the 2004 compensation program for the Company’s Chief Executive Officer, including annual and long-term incentive compensation awards.

      The Human Resources Committee is comprised of independent directors, none of whom is or has been an employee of Washington Mutual. In addition, all members of the Human Resources Committee are considered “outside directors” for purposes of Section 162(m) of the Code and its regulations. None of the committee members is or has been an employee of Washington Mutual. Mr. Matthews was added to the Committee on March 1, 2005 and did not participate in the Committee’s activities during 2004 or the first two months of 2005. The Human Resources Committee utilized an outside compensation consultant to assist it in its deliberations.

Compensation Policy

       In determining the compensation for a particular executive or senior officer, the Human Resources Committee was guided by the following objectives:

      The Human Resources Committee believes that total compensation for executive and senior officers should be sufficiently competitive with compensation paid by financial institutions of similar size, with lines of business, geographic dispersion and marketplace position similar to Washington Mutual, so that the Company can attract and retain qualified officers who will contribute to Washington Mutual’s long-term success. The outside compensation consultant provided relevant information and market survey data for use by the Human Resources Committee in its deliberations.

      It is intended that compensation in excess of $1 million paid to the Company’s Named Executive Officers be performance based and deductible under Section 162(m) of the Code. From time to time, certain elements of executive

compensation may be paid that are not deductible under Section 162(m) when aggregated with other non-performance based compensation. The Company’s stock option grants under the 2003 Equity Incentive Plan, cash bonuses granted under the Leadership Bonus Program, restricted stock awards that vest only upon attainment of certain performance goals, and performance share awards are intended to qualify for the performance-based exception to the $1 million limitation on deductibility of compensation payments. The Human Resources Committee nevertheless retains the discretion to provide nondeductible compensation to reward performance that increases the long-term value of the Company.

      To assist the Committee in establishing compensation, long-term incentives, and other benefits, the Human Resources Committee receives and reviews reports that summarize each executive and senior officer’s total compensation. The reports are provided at each regular meeting of the committee. Having reviewed the total compensation of the executives and senior officers, the Committee believes that the total compensation is fair and appropriate.

      In 2004, the Human Resources Committee changed the timing of some of the decisions regarding compensation and long-term incentive awards. For example, rather than establishing 2005 base salary and target bonuses for executives and senior officers in December of 2004, the Committee deferred that decision until January 2005. Similarly, annual equity award decisions that were previously made in December were deferred until January. The Human Resources Committee believes that these changes will allow it to fully consider performance for the year in making base salary, target bonus, and equity award decisions for executives and senior officers.

Salaries

       In its December 2003 meeting, the Human Resources Committee set 2004 base salary levels for the Company’s executive officers. The approved 2004 base salary levels for the executive officers were based primarily on the market data provided by the outside compensation consultant and the performance of each executive officer during the previous year. The base salary and target bonus components were intended to be at the median of the applicable market base salary and bonus. The Human Resources Committee determined the closest comparable position in the market data and then adjusted the recommended target based on specific job responsibilities within the Company and the individual performance review. The market data included a portion of the companies included in the Performance Graph included on page 35 of this Proxy Statement, as well as certain other financial services companies.

      The Human Resources Committee evaluated the individual performance of the executive officers (other than the Chief Executive Officer, whose salary was determined as set forth on page 32 of this Proxy Statement) based on performance reviews conducted by the Chief Executive Officer. In evaluating each executive officer, the Human Resources Committee qualitatively reviewed the significance of the position held by the officer and the officer’s experience and performance on the job, which is based on an assessment of the officer’s management skills, judgment, application of knowledge and information, and support of corporate values and priorities.

      The 2005 salaries set by the Human Resources Committee for the executive officers of the Company who were 2004 Named Executive Officers are as follows: Mr. Killinger: $1,000,000, Mr. Casey: $600,000 and Mr. Longbrake: $475,000. Mr. Tall and Ms. Oppenheimer are no longer executive officers of the Company.

Annual Cash Bonus Awards

       In determining target bonuses for executive officers, the Human Resources Committee first considers market survey data provided by the outside consultants. The target bonus and base salary together are positioned at the median of market salary and bonus level for each position. Where no equivalent market data are available, the target bonus opportunity is set by considering the significance of the position to the Company.

      Pursuant to the bonus plan, executive officers receive a percentage of their target bonuses based on the Company’s achievement of established business goals that are long-term determinants of shareholder value. For 2004, 40% of the target bonus depended on Washington Mutual’s achieving its goal for net expense; 35% on achievement of earnings per share goals; 15% on achievement of customer service goals; and 10% on achievement of compliance goals. To measure the achievement of customer service goals, the Committee uses a customer satisfaction rating system that measures performance against best-in-class benchmarks. To measure the achievement of compliance goals, the Committee uses a three-part index based on the Company’s compliance exam (60% weight), the Community Reinvestment Act (CRA) performance (30% weight), and Home Mortgage Disclosure Act (HMDA) data quality (10% weight). No bonuses would have been paid if the established thresholds were not met. Executive officers could have received up to 150% of their target bonus if Washington Mutual exceeded its business targets. For 2004, the bonus component achievements fell

short of the targets resulting in a payout at 64.2% of target for executive officers who were executive officers for the entire year.

      The 2005 target bonus amounts set by the Human Resources Committee for the executive officers of the Company who were 2004 Named Executive Officers are as follows: Mr. Killinger: $3,000,000, Mr. Casey: $1,100,000 and Mr. Longbrake: $275,000. Mr. Tall and Ms. Oppenheimer are no longer executive officers of the Company.

Equity

       In an effort to provide executives and senior officers with incentives that are directly linked to the enhancement of long-term shareholder value, the Human Resources Committee uses three primary equity vehicles — stock options, restricted stock, and performance shares. Equity awards are designed to position executives and senior officers in the 75th percentile of market long-term incentive levels when performance targets are met. The Human Resources Committee varies the level, mix, and terms of equity awards based on the Company’s objectives as well as market survey data. In addition, this year the Company’s executives and senior officers were given an opportunity to choose from among the following mixes of performance shares, restricted stock, and stock options:

Percent of Equity Award in

      Performance shares are performance-based equity awards for all recipients. In addition, for the executives who may be subject to the limitations of Section 162(m) of the Code, restricted stock awards will only vest upon attainment of certain performance goals. In January 2005, in addition to the annual equity award, the Committee made special performance based restricted stock awards to certain executives and senior officers that vest after five years, but only if Company performance goals are met.

      To encourage executives and senior officers to hold Company stock, the Human Resources Committee also adopted stock ownership guidelines. The target ownership guidelines are as follows:

      For purposes of the guidelines, stock ownership includes shares held outright, shares held in the Company’s 401(k) Plan, phantom shares in the Company’s Deferred Compensation Plan, and unvested shares of restricted stock. The Human Resources Committee receives a report at each meeting indicating the stock ownership of each executive and senior officer.

Stock Options

       In its January 2005 meeting, the Human Resources Committee granted stock options to the executives and senior officers under the 2003 Equity Incentive Plan. The Human Resources Committee selected the executive officers who received stock options and determined the number of shares subject to each option. The size of the individual option grant was generally intended to reflect the officer’s position within Washington Mutual, his or her performance and contributions to the Company, and an evaluation of competitive market data. The Human Resources Committee granted 2005 stock options to the executive officers of the Company who were 2004 Named Executive Officers in the following amounts: Mr. Killinger: 268,000 shares, Mr. Casey: 90,900 shares and Mr. Longbrake: 17,000 shares. Mr. Tall and Ms. Oppenheimer are no longer executive officers of the Company.

      In addition to such grants, and to further encourage and facilitate stock ownership by executives, the Company offered executive officers a program whereby they may exchange a portion of the upcoming year’s target cash bonus award for a grant of stock options. To partially compensate for the additional risk of stock options, the executives were offered a stock option grant with a binomial value equal to 1.5 times the dollar amount of the foregone bonus opportunity.

Restricted Stock

       In its January 2005 meeting, the Human Resources Committee awarded restricted stock to its executives and senior officers under the 2003 Equity Incentive Plan. Subject to exceptions approved by the Human Resources Committee, generally the restrictions lapse over a three-year period, one third each year after the date of the award. For certain senior officers who may be subject to Section 162(m) of the Code, the restrictions will only lapse each year if certain Company performance goals have been met. The number of restricted shares awarded was intended to reflect the officer’s position within Washington Mutual, his or her performance and contributions to the Company, and an evaluation of competitive market data. The Human Resources Committee granted 2005 restricted stock to the executive officers of the Company who were 2004 Named Executive Officers in the following amounts: Mr. Killinger: 132,750 shares, Mr. Casey: 45,000 shares and Mr. Longbrake: 8,425 shares. Mr. Tall and Ms. Oppenheimer are no longer executive officers of the Company. In addition, certain executives and senior officers were awarded performance-based restricted stock that vests after five years. The restrictions lapse only if, at the end of the five-year performance cycle, the Company has achieved certain performance objectives. These awards are designed to align the interests of key executives and senior officers with the Company’s five-year plan. The Human Resources Committee granted 2005 five-year restricted stock shares to the executive officers of the Company who were 2004 Named Executive Officers in the following amounts: Mr. Killinger: 150,000 shares and Mr. Casey: 75,000 shares. Mr. Tall and Ms. Oppenheimer are no longer executive officers of the Company and Mr. Longbrake was not issued any five-year restricted stock shares.

Performance Shares

       In January 2005, the Committee made performance share awards designed to focus executives on and reward them for attaining specified long-term performance goals aligned with increasing shareholder value. Performance share awards are awards of restricted stock units that are paid out at the end of a three-year period only if the Company achieves specified performance goals. The awards may be paid in cash or stock, at the discretion of the Company. The Human Resources Committee made 2005 performance share awards to the executive officers of the Company who were 2004 Named Executive Officers in the following amounts: Mr. Killinger: 97,000 shares, Mr. Casey: 32,900 shares and Mr. Longbrake: 6,200 shares. Mr. Tall and Ms. Oppenheimer are no longer executive officers of the Company.

      For the 2005-2007 performance cycle, the program will measure three-year total shareholder return versus peers; return on common equity versus peers; and EPS growth versus peers, with each measure weighted equally. The peer group consists of financial services companies that comprise the S&P Financial Index. This is the same group that the Company uses for its total shareholder return Performance Graph on page 35 of this Proxy Statement.

Other Benefits and Perquisites

       Executives and senior officers also participate in the Company’s Deferred Compensation Plan, Supplemental Employees’ Retirement Plan, and either the Supplemental Executive Retirement Accumulation Plan or the Executive Target Retirement Income Plan. Summaries of the terms of each of these plans can be found in this Proxy Statement beginning on page 22. In addition, executives and senior managers receive an automobile allowance of $5,000 per year (except that the Chief Executive Officer’s allowance is $10,000 per year), parking payments in the amount of $3,240 per year and a tax and financial planning allowance in the amount of $10,000 per year.

CEO Compensation

            2004 Compensation

       Compensation for Washington Mutual’s Chief Executive Officer, Mr. Killinger, was determined based on the same general policies and criteria as compensation for other executive officers. Mr. Killinger’s base salary and target bonus for 2004 were approved by the Human Resources Committee at its December 2003 meeting. In making its determination, the Human Resources Committee reviewed the outside compensation consultant’s market survey data and considered the financial and operating results of Washington Mutual in fiscal 2003 and the Company’s 2004 financial and business plans. Based on the factors set out in “Annual Cash Bonus Awards,” Mr. Killinger’s bonus for 2004 was calculated in the same manner as described above for the other executive officers.

      In evaluating Mr. Killinger’s 2004 performance, the Human Resources Committee used both quantitative and qualitative criteria. They included good credit quality; improvements in customer service and compliance; the quantity and quality of leadership talent throughout the organization; and the achievement of several objectives, including the targeted reduction of operating expenses, the addition of 250 new banking stores, and satisfactory preparation for Sarbanes-Oxley 404 certifications. In addition, the Human Resources Committee considered various qualitative measures of Mr. Killinger’s performance, such as his recruitment and development of the executive team and identification and development of executive talent.

            2005 Compensation

       In determining Mr. Killinger’s 2005 base salary and target bonus, and his option, restricted stock and performance share awards, the Human Resources Committee reviewed the market survey data and other information provided by the Company’s outside consultants, Mr. Killinger’s 2004 performance and the Company’s five-year strategic plan. Based on these considerations, as compensation for 2005, the Human Resources Committee set Mr. Killinger’s 2005 base salary at $1,000,000 and his target cash bonus at $3,000,000, and it awarded Mr. Killinger an option to purchase 268,000 shares, 97,000 target performance shares for the 2005-2007 performance cycle, and 132,750 shares of restricted stock. In addition, the Human Resource Committee awarded Mr. Killinger 150,000 shares of five-year performance-based restricted stock. The Human Resources Committee concluded that the compensation awarded to Mr. Killinger properly reflects his 2004 performance.

REPORT OF THE AUDIT COMMITTEE

        The Company’s Audit Committee is composed of seven directors who have been found by the Board of Directors to be both independent and financially literate as required by the listing standards of the NYSE. In addition, the Board has determined that Mr. Frank is an Audit Committee Financial Expert under the rules of the SEC. The Audit Committee operates under a written charter adopted by the Board of Directors. A copy of the charter is attached to this Proxy Statement as Appendix A. Mr. Murphy was added to the Committee on March 1, 2005, and did not participate in the Committee’s activities during 2004 and the first two months of 2005.

      The purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Company. The primary responsibilities of the Audit Committee are to oversee and monitor the integrity of the Company’s financial reporting process, financial statements and systems of internal controls; the Company’s compliance with legal and regulatory requirements; the independent auditors’ qualifications, independence and performance; and the performance of the Company’s internal audit function. The Audit Committee is responsible for the selection, retention, supervision and termination of the independent auditors, including resolving disagreements between management and the independent auditors. The Audit Committee is also responsible for the selection and employment of the Company’s general auditor and for reviewing the adequacy of the authority, responsibilities and functions of the Company’s internal audit department.

      The Audit Committee is not responsible for conducting reviews of auditing or accounting procedures. Management has primary responsibility for preparing the Company’s financial statements and for the Company’s financial reporting process. The Company’s independent auditors are responsible for auditing and reporting on the conformity of the Company’s consolidated financial statements to accounting principles generally accepted in the United States, management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the effectiveness of the Company’s internal control over financial reporting. The Audit Committee serves a board-level oversight role in which it provides advice, counsel and direction to management and the independent auditors on the basis of the information it receives, discussions with the independent auditors and the experience of the Audit Committee’s members in business, financial and accounting matters.

      In this context, the Audit Committee hereby reports as follows:

      1.     The Audit Committee has reviewed and discussed the audited consolidated financial statements with management;

      2.     The Audit Committee has discussed with the independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU 380) as modified or supplemented;

      3.     The Audit Committee has received the written disclosures and the letter from the Company’s independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as modified or supplemented, and has discussed with the independent auditors that firm’s independence; and

      4.     Based upon the review and discussions referred to in paragraphs 1 through 3 above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 for filing with the SEC.

PERFORMANCE GRAPH

        The following two graphs compare the cumulative total shareholder return (stock price appreciation plus reinvested dividends) on Washington Mutual Common Stock against the cumulative total shareholder return of the S&P 500 Composite Index and the S&P Financial Index since December 31, 1999, and since Washington Mutual first became a publicly traded company on March 11, 1983, respectively. The graphs assume that $100 was invested on December 31, 1999 and March 11, 1983, respectively in each of the Company’s Common Stock, the S&P 500 Composite Index and the S&P Financial Index, and that all dividends were reinvested. Management of Washington Mutual cautions that the stock price performance shown in the graphs below should not be considered indicative of potential future stock price performance.

Comparison of Cumulative Total Return

Among the Common Stock of Washington Mutual,

the S&P 500 Composite Index,

and the S&P Financial Index

SECTION 16(a) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE

        Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, Washington Mutual’s directors and executive officers and beneficial owners of more than 10% of any registered class of Washington Mutual equity securities, if any, are required to file reports of their ownership, and any changes in that ownership, with the SEC. Based solely on its review of copies of these reports and on written representations from such reporting persons, Washington Mutual believes that during 2004, all such persons filed all ownership reports and reported all transactions on a timely basis, except as otherwise noted below:

ITEM 2. RATIFICATION OF THE APPOINTMENT

OF INDEPENDENT AUDITORS

        Deloitte & Touche LLP currently serves as the Company’s independent auditors and has conducted the audit of the Company’s accounts for 2004. The Sarbanes-Oxley Act of 2002 (“SOX”) requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the independent auditors. In February 2005, the Audit Committee appointed Deloitte & Touche LLP to serve as independent auditors to conduct an audit of the Company’s accounts for 2005.

PRINCIPAL ACCOUNTANTS’ FEES

       For the years ended December 31, 2004 and 2003, professional services were performed for the Company by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the “Deloitte Entities”). Aggregate fees billed to the Company by the Deloitte Entities for 2004 and 2003 were as follows:

            Audit Fees

       Audit Fees for 2004 and 2003 included fees for the audit of the Company’s consolidated financial statements included in its Form 10-K; services required by statute or regulation or attendant to reviews of the interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q; and other services that generally can only be provided by the Company’s independent auditors, such as comfort letters, statutory audits, attest services, and consent filings. Audit Fees for 2004 also included the audits of internal controls over financial reporting, as required by SOX.

            Audit-Related Fees

       Audit-Related Fees for 2004 and/or 2003 included fees for:

            Tax Fees

       Tax Fees for 2004 and 2003 consisted of tax compliance services including preparation of original and amended tax returns, assistance with Internal Revenue Service exams and appeals, and services related to enterprise zone credit determinations. Tax compliance fees were $1,157,000 in 2004 and $713,000 in 2003. Tax Fees also included tax consulting fees for tax credits and mergers and acquisitions tax advice in 2004 and for tax advice relating to tax credits, a proposed business structure and consultation on discontinued operations in 2003. Tax consulting fees were $11,000 in 2004 and $485,000 in 2003.

            All Other Fees

       All Other Fees consisted of consulting fees for strategic sourcing of key vendor relationships in 2004 and strategic sourcing of vendor relationships, non-financial software selection projects, vendor management, non-financial system design, and cost reduction advisory services in 2003.

Audit Committee Pre-Approval Policy

       The Company’s Audit Committee believes that maintaining the independence of the Company’s external auditors is critical to the integrity of the Company’s financial statements. The Audit Committee has adopted a Policy Regarding the Approval of Audit and Non-Audit Services Provided by the Independent Auditors (the “Pre-Approval Policy”), which requires that all services performed for the Company by the independent auditors, including audit and audit-related services, and tax compliance and tax consulting services, must be pre-approved by the Audit Committee, or a designated member thereof. The Pre-Approval Policy, among other things, also contains a list of non-audit services that the Company’s independent auditors are prohibited from providing. In determining whether to approve services to be performed by the independent auditors, the Audit Committee considers the independent auditors’ knowledge of the Company and whether another firm can provide similar services to the Company.

      In 2004 100% of Audit-Related Fees, Tax Fees and All Other Fees were approved by the Audit Committee.

      To further the independence of the Company from its independent auditors, the Audit Committee also adopted a policy in February 2003 requiring that fees paid by the Company to its independent auditors that are considered All Other Fees (i.e. fees for services that are not Audit, Audit-Related or Tax-Related) shall be less than the aggregate amount of Audit Fees, Audit-Related Fees and Tax Fees paid to its independent auditors. This policy also strongly discourages the Company’s use of its independent auditors for non-audit services, and is intended to limit the amount of non-audit services performed by the independent auditors. On a quarterly basis, the Audit Committee reviews summaries of previously approved services or categories of services performed by the independent auditors and the fees therefor, a list of services to be approved by the Audit Committee, and a current projection, presented in a manner consistent with the proxy statement disclosure requirements, of the estimated annual fees to be paid to the independent auditors. The Company was in compliance with this policy in 2004.

Ratification of Independent Auditors

       Selection of the Company’s independent auditors is not required to be submitted to a vote of the shareholders of the Company for ratification. However, the Board of Directors is submitting this matter to the shareholders as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP. After doing so, it may retain that firm or another without re-submitting the matter to the Company’s shareholders. Even if the shareholders ratify the appointment of Deloitte & Touche LLP, the Audit Committee may, in its discretion, direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and the shareholders.

      Representatives of Deloitte & Touche LLP will be present at the Annual Meeting of Shareholders, with the opportunity to make a statement if so desired, and will be available to respond to appropriate questions submitted to the Secretary of Washington Mutual in advance of the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS

VOTE “FOR” THE RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP

AS THE COMPANY’S INDEPENDENT AUDITORS.

ANNUAL REPORT

        The Company’s Annual Report on Form 10-K for the year ended December 31, 2004, including financial statements and schedules, and the Company’s 2004 Summary Annual Report were mailed to shareholders with this Proxy Statement. Additional copies of the Annual Report on Form 10-K for the year ended December 31, 2004 and the 2004 Summary Annual Report may be obtained without charge by writing to Investor Relations, Washington Mutual, Inc., 1201 Third Avenue, Suite 2140, Seattle, Washington 98101. This Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, are also available at the Company’s website, www.wamu.com/ir and from the Securities and Exchange Commission at its website, www.sec.gov.

      The Securities and Exchange Commission has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or the Company that they or the Company will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or the Company’s agent, ADP, if you hold registered shares. You can notify ADP by sending a written request to: ADP, Householding Department, 51 Mercedes Way, Edgewood, NY 11717, or by calling ADP at (800) 542-1061.

SHAREHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING

        Under the rules of the Securities and Exchange Commission and the Company’s Bylaws, shareholder proposals that meet certain conditions may be included in the Proxy Statement and Form of Proxy for a particular annual meeting if they are presented to the Company in accordance with the following:

OTHER MATTERS

        As of the date of this Proxy Statement, management knows of no matters that will be presented for consideration at the Annual Meeting other than the proposals set forth in this Proxy Statement. If any other matters properly come before the Annual Meeting, it is intended that the shares represented by proxies will be voted in accordance with the judgment of the persons voting such proxies.

March 23, 2005

APPENDIX A

Washington Mutual, Inc.

Audit Committee Charter

I.          PURPOSE

      The Audit Committee (the “Committee”) shall provide assistance to the Company’s Board of Directors (the “Board”) in fulfilling its responsibility to shareholders, the investment community and governmental agencies that regulate the activities of the Company with respect to oversight of:

      The Committee shall prepare the report that Securities and Exchange Commission (“SEC”) rules require be included in the Company’s annual proxy statement.

II.          STRUCTURE AND OPERATIONS

Composition and Qualifications

      The Committee shall be composed of three or more directors, as determined by the Board, each of whom is determined by the Board to be “independent” under the rules of the New York Stock Exchange (“NYSE”) and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Rules and Regulations (the “Regulations”) of the SEC under the Exchange Act. All members of the Committee shall be financially literate, as the Board interprets such qualification in its business judgment, or must become financially literate within a reasonable period of time after their appointment to the Committee. In addition, at least one member shall have accounting or related financial management expertise, as the Board interprets such qualification in its business judgment, and, if required by the Board, at least one member shall be an “audit committee financial expert” as that term is defined in the Regulations. If the Board designates a Committee member as an “audit committee financial expert,” that Committee member shall be deemed to satisfy the requirement that one Committee member have accounting or related financial management expertise.

      No member of the Committee may serve on the audit committee of more than three public companies, that is, companies, the securities of which are registered under Section 12 of the Exchange Act or that are required to file reports under Section 15(d) of the Exchange Act, or that files or has filed a registration statement that has not yet become effective under the Securities Act of 1933 and that it has not withdrawn, including the Company, unless the Board (i) determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee, and (ii) discloses such determination in the annual proxy statement. Service on the Company’s audit committee and the audit committee of any of its subsidiaries shall be deemed to be service on one audit committee for purposes of this paragraph.

      No member of the Committee shall receive compensation from the Company other than (i) director’s fees for service as a director of the Company, including reasonable compensation for serving on the Committee and regular benefits that other directors receive, and (ii) a pension or similar compensation for past performance, provided that such compensation is not conditioned on continued or future service to the Company.

Appointment and Removal

      The members of the Committee shall be appointed annually by the Board, acting upon the recommendation of the Governance Committee, and shall serve for a one-year term, so long as they remain a member of the Board.

Chair

      In the absence of a member designated by the Board to serve as chair, the members of the Committee may appoint, by the majority vote of the full Committee membership, from among their number, a person to preside at their meetings.

Delegation

      The Committee may delegate certain of its responsibilities and duties as it deems appropriate, to (i) subcommittees comprised of the Committee’s own members or (ii) officers of the Company; provided, however, the Committee may delegate to a “Designated Member or Members” of the Committee the authority to approve in advance non-audit services to be provided by the independent auditor so long as any such approvals are disclosed to the full Committee at its next scheduled meeting.

III.          RESPONSIBILITIES AND DUTIES

      The following functions shall be the common recurring activities of the Committee in carrying out its purpose outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purpose of the Committee outlined in Section I of this Charter.

      The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate. In this regard, the Committee shall have the authority to retain outside legal, accounting or other advisors for this purpose, including the authority to approve fees payable to such advisors and any other terms of retention. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for the purpose of rendering an audit report and to any advisors employed by the Audit Committee.

      The Committee shall be given full access to the Company’s internal audit department, the Board, corporate executives and independent auditor as necessary to carry out these responsibilities and duties. While acting within the scope of the purpose of the Committee outlined in Section I of this Charter, the Committee shall have all the authority of the Board.

      Notwithstanding the foregoing, the Committee is not responsible for certifying the Company’s financial statements or guaranteeing the independent auditor’s report nor is the Committee responsible for guaranteeing the Company’s compliance with laws, regulations or its compliance policies or programs. The fundamental responsibility for the Company’s financial statements and disclosures and its compliance with laws and regulations rests with management and the independent auditor.

Independent Auditor

With regard to the independent auditor, the Committee shall:

Review of Company’s External Reports

With regard to the review of documents and reports, the Committee shall:

Internal Audit and Its Functions

With regard to internal audit and its functions, the Committee shall:

Financial Reporting Process

With regard to the financial reporting process, the Committee shall:

Legal Compliance/ Enterprise Risk Management

With regard to legal compliance/enterprise risk management, the Committee shall:

Reports

With regard to reports, the Committee shall:

Committee Performance Review

With regard to the Committee’s performance review, the Committee shall:

IV.          MEETINGS

      A majority of the number of Committee members shall constitute a quorum for the transaction of any business at any meeting of the Committee. If less than a majority shall attend a meeting, a majority of the members present may adjourn the meeting from time to time without further notice, and a quorum present at any such adjourned meeting may transact business.

      If a quorum is present when a vote is taken, then the affirmative vote of a majority of Committee members present shall constitute the act of the Committee.

      Any action permitted or required to be taken at a meeting of the Committee may be taken without a meeting if all the members of the Committee shall sign one or more written consents setting forth the action. Action taken by written consent is effective when the last Committee member signs the consent, unless the consent specifies an earlier or later effective date.

      A Committee member who is present at a meeting of the Committee at which action is taken shall be presumed to have assented to the action taken unless such member’s dissent shall be entered in the minutes of the meeting or unless such member shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Company immediately after adjournment of the meeting. A member who votes in favor of an action shall have no such right to dissent.

      Committee members may participate in, or conduct, a meeting of the Committee through the use of any means of communication by which all Committee members participating can hear each other during the meeting and participation by such means shall constitute presence in person at the meeting.

      The Committee shall meet at least four times annually as directed by the Chair of the Committee, except that the Board, the Chair of the Board or the Chair of the Committee may call special meetings of the Committee. The notice of a special meeting shall state the date and time and, if the meeting is not exclusively telephonic, the place of the meeting. Unless otherwise required by law, neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the notice or waiver of notice of such meeting.

      Any Committee member may waive notice of any meeting of the Committee at any time. Whenever any notice is required to be given to any Committee member under this Charter or applicable law, a waiver thereof in writing signed by the member, entitled to notice shall be deemed equivalent to the giving of notice. The attendance of a member at a meeting of the Committee shall constitute a waiver of notice of the meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened. A member waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

1201 THIRD AVENUE, SEATTLE, WA 98101
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
Tuesday, April 19, 2005 at 1:00 p.m.
S. Mark Taper Foundation Auditorium
Benaroya Hall
200 University Street
Seattle, Washington

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
WASHINGTON MUTUAL, INC.

(Continued and to be signed on the reverse side)

 

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 AND 2, WHICH HAVE BEEN PROPOSED BY WASHINGTON MUTUAL, INC. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED FOR ITEMS 1 AND 2, AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF SHAREHOLDERS.

Washington Mutual’s Board of Directors recommends a vote “FOR” Item 1 and 2.