Washington Mutual (WMI) - Attachments/Exhibits To The Final Report of The Examiner (Part 9/10)

CONFIDENTIAL
..
or
'
or
orby
financial
assistance
credits
provided business
the Company
equity capital
or
tax
a Subsidiary, and
made
any
in
the
major changes
Company's
structure;
d)
to
(...
to of
may
the
A
of
proxy
statement
responsive
requirements
or
Securities
Exchange
shall
Act
1934, whether
not
Company
the
is
the
then
subject
such
to
of
requirements, soliciting front
mailed approval
shareholders
Company
purpose contain
of
on
(
shareholder
such
Business
Combination
and shall
thereof,
a prominent the Business
place,
any recommendations which

national
advisability
of
inadvisability)
Combination a reputable
the Continuing investment
Directors
choose
the of
as to
the
point
to
the
state,
and
opinion
banking
firm from
or
of
of
the
with shares
least
ii)
fairness
lack
thereof)
terms
such
Business
Combination,
of
of
the
view
the
remaining
shareholders
Company.
Such investment
banking
firm shall
of
engaged
solely
behalf
remaining
receipt
shareholders,
paid
a reasonable one ofthe
by
of
their
services bracket
the
Company
upon
such opinion,
and
be
so-called
has
major
investment
banking
firms
which
not
previously
been
associated
by
to
be
such Major
Stockholder
and
selected
a majority
of
the Continuing
Directors.
During
time
a Major adopted
Stockholder only upon:
exists,
a resolution
of 1) of at the
to of
D.
the
voluntarily
of
the
or be 2)
dissolve
Company
shall
consent
least
Company's
the
shareholders;
affirmative
vote
two- thirds
ofthe
the
all
total
of
of
at
of
the
the
number
directors,
affirmative
vote
holders
least
two- thirds
of to
Company
entitled shares
vote each
thereon,
and
shares
affirmative
vote
holders
as
to
of
of
the
two- thirds
class
entitled
vote
thereon
a class,
if
As
to
E.
the
any
particular
transaction,
Continuing
Directors
shall
have
to
on
power
and duty
determine,
the basis
information
known
to
of
them:
1)
The amount
Voting
Stock
beneficially
held
by
of
any Person;
2)
or
is
an
Whether
a Person
an
Affiliate
Associateof
another;
3)
Whether
a Person
in
is
acting
concert
with
another;
4)
Whether
to
the
assets
subject
any
Business
Combination
the
of the at of
of
of
the
the
the
any.
for
a
the
constitute
Substantial
Part;
5)
to
is
Whether
a proposed
transaction
subject
the
provisions
Article;
and
6)
to
Such
other
matters with
respect
which
a determination
is
required
under
this Article.
10-
.'
":
.. 1'.:
,_
fee
be
on
be
this
of
orthe
as to
in
the
i)
of
for
the
be
all
the
Return
Restricted For Use in Connection with Plan Confirmation Only
WMIPC_500002099.00054
CONFIDENTIAL
....
'.
".
for
be
Any
Article.
such determination
shall
conclusive
and binding
purposes
of
the
all
this
of by
is in
to
The
affirmative
vote
required
this Article
addition
vote
or
holders
Articles
any
class
series
stock
Company
otherwise
required
by
of
of
the
of
law,
the
these
or by
ofIncorporation,
any resolution
which has been adopted
Board
or
for
of
Directors
providing
the issuance
a class
of
series
stock
any
agreement
the
between
Company
and any national
securities
exchange.
ARTICLE
Amendment
XI
The
voting
Company
entitled
may amend
these
Articles
ofIncorporation
approved
votes
by
if
by
to
of
each
the
to
group
vote
thereon
a simple meeting Bylaws,

unless
majority
entitled called Article
or
by
at
cast
that
voting
group
any regular
special
meeting however,
duly
that
for
that
by
in
the
its
purpose
manner
prescribed
provided,
X may
least
or
in
repealed
amended
( 95%)
any respect
such action Voting
approved
beneficially that
by at
be
is
not
ninety- five
percent other
vote
outstanding
Stock
owned
the
board
extent
shareholders
Directors
than
any Major shareholder
Stockholder,
approval,
and provided
further,
to
may, without
under
amend
these
Articles
as or i)
or
the
permitted designate
the Washington
Business
Corporation
Act
necessary
orof
of
to
ii)
preferences,
limitations,
and relative rights
a class
series.
series
shares
Company
prior
issuance
any shares
in
to
of
the
that
class
ARTICLE
Limitation
XII
of
Liability
or
to
be
of
the
A
However, misconduct
violating transaction
director
the Company
shall
not
personally
liable
Company
as of of or
for
for
shareholders
monetary
damages
shall
conduct
("
a director
Protected
Conduct"). involve
intentional
Protected
Conduct
exclude
i)
acts
omissions
which
or
by
by
the
director
a knowing
ofthe
violation
law
the
ii)
director,
any any
conduct
Section
23B. 08.310
Revised
will
Code
Washington,
and
( iii),
from which
director
personally
receive
a benefit Washington
in
the
money,
property
or
to
its
services
which
the
director
not
legally
entitled.
law
amended
or
authorize directors,
corporate then
extent
action
liability
further
eliminating
limiting
personal
liability
oror of
the
by of
a director
Company
shall
eliminated
limited
as so
the
fullest
permitted
Article
Washington
law,
amended.
the
Any
repeal shall
by
of
modification
ofthis
XII
the shareholders
Company
not
adversely
11
<..:~':.
--
.:
.:
.:
.-:
.:.
...
to
of
the
be
to
is
is
the
If
of
the
of by
of
the
be
of
the
all
Return
WMIPC_500002099.00055
CONFIDENTIAL
or
of
at
affect repeal
any
right
protection
a director
ofthe
Company
existing
the time
t..
of
such
or
modification.
ARTICLE
XIII
of
The
street
address.
the registered
office
ofthe
Company
1201 Third Avenue

15th Floor
Seattle,
Washington
98101
of
at
the
the
and
name
registered
agent
that
address
Marc
R.
Kittner
ARTICLE
XIV
Special
Meetings
of
Shareholders
is:
Special
meetings
statute,
ofthe
shareholders
any purpose
or
for
purposes,
is:
unless other
otherwise
or
so inbe
prescribed
may
called
board
directors
any
person
of b) orto the
do
the
persons
authorized
Company's
Bylaws.
these called
Notwithstanding
RCW
Bylaws, a only
1)
be in
or
the
07
23B.
.020(
any
other
provision
Articles
Company's
by
the
special
meeting
shareholders
may
the all
shareholders
to the
if
holders
of at
of
to
be
on
least
twenty- five
percent
votes
cast
any
issue
proposed
at orthe
to
the
considered
secretary
proposed
special
meeting
sign,
date
and deliver
describing
Company's
one
more
written
demands
held.
meeting
purpose
for
it is to
purposes
which
be
on
at
DATED
Seattle,
Washington,
day
of
the
October,
1999.
WASHINGTON
MUTUAL,
INe.
By: Kerry
or
for
the
the
be
_
K.
Killinger
President,
Chairman
and Chief Executive
Officer
12
or
by
by
by
of
the
Return
WMIPC_500002099.00056
CONFIDENTIAL
EXHIBIT
A2
of Incorporation
Amendments
to
AR Articles
17357747
WMI
Assistant
Secretarys Certificate
Return
WMIPC_500002099.00057
CONFIDENTIAL
OF
ARTICLES
AMENDMENT
OF
WASHINGTON
( Series
MUTUAL,
Fixed-
INC.
Perpetual
Non- cumulative
to-
Floating
Preferred
Stock)
to
of
of
Inc.
the
Pursuant
provisions
Chapter 23B. 1 0 and Section
23B. 06.020
Mutual,
of
Revised
Code a
Washington,
the undersigned
for
of
officer
Washington
the
of
" Company"),
corporation
organized
and existing under

filing
the
laws
State
to
of
Washington,
does hereby submit

Articles
these
Articles
Amendment
its
Amended
and Restated
of
Incorporation:
of
FIRST:
The name
Company
is
the
Washington
Mutual,
Inc.
of
SECOND:
are hereby designated Preferred Stock."
of
1,250
shares
I
the authorized
Preferred Stock Fixed-
the Company Rate
" Series
Perpetual
Non- cumulative
to-
Floating
relating
the Series
Perpetual
are
as
Non- cumulative
Fixed-
to-
The
rights, preferences,
privileges,
restrictions Floating
and
other
to
Rate Preferred
of
matters Stock and
series
follows:
1.
Section unissued designated Stock"

shall
( the
"
Designation. preferred
There
hereby created
out
to-of of
is
the authorized
preferred stock
of
of
shares
stock
the Company a series
as
the
"
Series
I
Perpetual
Non- cumulative The number

Stock
shall
Fixed-
Floating
Rate Preferred
of
Series
Preferred Stock").
I
shares constituting
such
be
1,250.
The Series
Preferred
I
have
no
par value
per share
and the
liquidation
preference Series
I
the Series
Preferred Stock
be
of
shall
$1,000,000.00
per share.
be
of
if
Shares
occurs.
Preferred Stock shall
issued
only
if
and
Conditional
Exchange
Section
2.
Ranking.
to
The Series
liquidation,
Preferred
Stock
will,
with
respect
dividend
ri~.
inTsandrights
up
winding-
and
i) on
dissolution,
rank
a parity with the Company's

(
Series J
Perpetual
Non- cumulative
other class
Fixed Rate Preferred
Stock
stock
the
" Series
J Preferred Stock")
or
and with each
of
series
preferred
established after the Designation

that
onby
Date rank
the Company the terms a parity with the Series

I
which
expressly provide
such class
rights
or
of
series
on
will
as to
Preferred Stock
dividend
and
rights
liquidation, Securities")
winding-
and
dissolution
the
and
to
ii)
senior
the Company's
Company ( collectively referred " Parity common stock ( the " Common Stock"), the
Company's Series
RP
Preferred Stock
and each
of
other
class
capital
stock
outstanding
by
or
established
after
the Designation
Date
parity
the Company the terms the Series

I
which
as to do
of
on
expressly provide
rights
it
that
ranks
with
Preferred Stock
on
asup
of
and rights Stock
liquidation,
winding-
and dissolution
the Company, including
as on
up
of
to
not dividend the
Common
( collectively
referred
to
" Junior Securities").
130887.1
the
the
Return
WMIPC_500002099.00058
CONFIDENTIAL
or
intent,
the following
terms shall have the following
meanings,
whether
used
in
Section
Definitions.
Unless
the context
use indicates
another
meaning
the
or
singular
the plural:
a)
on 3-
for
( rate
"
Month
of
determined
the basis
the offered
rates
three-month
dollar
deposits
not less than
a principal
amount equal
that
which
of for
to
is
representative
a single
in
transaction Period,
such market
such time, commencing Telerate
on
at
the
first
day
such Dividend
11:
theon
as of
London
time,
no
on
L1BOR
Date
Determination
rate time,
Date
for
m.,
which
appears
a.
on
US L1BOR
Page 3750
approximately Dividend
such
Period.
or
any
L1BOR
Determination
appears
00 a.
an
approximately
11:
m., London
the Company
of
US
L1BORTelerate
affiliate
Page 3750
the Company
four
on
of
behalf
the Company
will
such
L1BOR
Determination
Date request
major
by
in
Company
with
quotation
the rate
which
three-
month deposits
in U. S.
reference
banks
the London
interbank
market selected
the Company
to
provide
of
at
dollars,
00 to a. by
on
of
commencing
the
first
day
such market
Dividend
Period,
are offered
11:
them
to
prime
time,
ininas of
in
banks
the London
for
interbank
approximately
m., London
that
such L1BOR Determination

representative
Date and
principal
amount equal
which
least
will
at
a single transaction
such market
such time. Dividend
If at
two such the such
3-
quotations
arithmetic
are provided,
Month
the
USD
L1BORfor
such
Period
as
by
mean
rounded
upward
necessary
the nearest than
.00001
1%)
3-
quotations
calculated
Company.
Dividend .00001
If
fewer
will
two quotations
are provided,
( rounded
in00 to
onof
upward
if
necessary 11:
the nearest
1%)
the
the rates quoted day
as of
Month
USD
be
L1BORfor
such
Period
the arithmetic
mean
of
ofbe
to
of
if
is
approximately
three
am.,
New
York
York time,
City,
first
such Dividend
Period
for
for
major banks
to
dollars
leading European Dividend
banks,
three-month
period commencing
on
New
New
York selected
the Company
loans
U. S.
the
in
of
first
day
such
Period and
principal
amount
of
not
less
than $ 1,000,000.
b)
" Business
Day" means any day other
than a Saturday,
Sunday
are
or
that
inby
any
in
or
other
day
which
by
banks
to
generally
required
authorized
law
be
New
York
City,
New
York,
or
on
by of
Seattle,
Washington
closed.
in
"
Common
Company"
Stock"
has the meaning
set forth
Section
-
d)
"
means Washington
Mutual,
Inc.,
a wasnington
corporation.
e)
"
by
be in
of of
would
utilized,
the time
selection
practice,
pricing
I
new issues
perpetual
preferred
securities
having
similar
terms
to
of
as
of
and
in
comparable
the term remaining
the Dividend
Payment
in
security
selected
the Independent
Investment
Banker
as
Comparable Treasury
Issue"
means the United Sates Treasury

having Date
with
a maturity March,
to
to
2.
c)
2011
at
accordance
customary
financial
the Series
Preferred Stock
with
respect
the payment
dividends
and distributions
preferred stock.
or
up
of
assets upon liquidation,
dissolution
winding-
the issuer
of
such
for
" Comparable
Treasury
Price"
means
to
f)
with
respect
any Redemption Redemption

Dealer
five
Date the average
of
the Reference the highest
Treasury Dealer
Quotations
such
Quotations, Reference
or if
Date,
after
excluding
and lowest Investment
of
such Reference
obtains
Treasury
the Independent
Banker
fewer than
such
of
Treasury Dealer Quotations,
the average
all
such quotations.
130887.1
2
on
If 00 ason on of
the
of
U. S.
USD L1BOR"
means,
to
or
a
3.
with
respect
any Dividend
Period,
Return
WMIPC_500002099.00059
CONFIDENTIAL
g)
of or
"
Common
Preferred
of an
in
Conditional into
Exchange"
means the automatic
exchange
the
WAMU
I
Securities
depositary
shares representing
written direction
interest
the $ eries
after
Stock
which
occurs
upon the
the
of an
OTS
upon
the
occurrence
Exchange
Event.
h)
"
Delaware
Securities,
Preferred
Securities" with
means the Fixed-
to-
Floating
Rate
Delaware
Preferred
together
the 7.25% Perpetual per security,
Non- cumulative
Preferred Securities, Mutual
liquidation
preference
$1,000
issued
by
Washington
Preferred Funding
LLC, a Delaware
limited liability
company.
"
Designation
Date" means March
6,
i)
2006.
b).
in
"
Dividend
Payment
Date"
has the meaning
set forth
Section
4(
"
Dividend
Period"
has the meaning
forth
Section
of
"
Exchange
Event"
means the occurrence
anyone
of
I)
the
b).
in
set
k)
following
as
at
a time
the Trust
Securities
are issued and outstanding:
i)
WMB
becomes
undercapitalized
under
the Prompt Corrective
Action
Regulations;
or
ii)
WMB
the
placed
into
conservatorship
receivership;
in
an
to-
Fixed-
Floating
Rate Delaware
Preferred
Stock
into
the Series
Preferred Stock
by of or of
anticipation
Regulations dividends
the
OTS
taking
any supervisory action that
limits
payment
WMB.
ta" Fixed-
m)
Floating
Rate Delaware
Preferred Securities"
means the
to-
Fixed-
Floating
Rate Perpetual
Non- cumulative
liquidation
preference Delaware
$ 1,000
by
per
security,
issued
Washington
Preferred Funding
limited liability
company.
n)
Independent
Investment standing
Banker"
by
means
an
inde~ ent
investment
of
banking
institution
national
appointed
the Company.
0)
in
" Junior
Securities"
has the meaning set forth
Section
p)
"
L1BOR
Business
Day" means any day
on
which commercial banks
for
in
in
2.
are open
general
business
( including
dealings
deposits
in
U. S.
dollars)
London.
q)
date that
two
to
is
" L1BOR Determination Date" means, L1BOR Business Days prior the first day
as ofto
each Dividend such Dividend
of
LLC, a the
WMB
becoming
undercapitalized
under
the
Prompt Corrective
Action
the
Period, Period.
"
US
L1BORTelerate
Page
3750'"
means the
display
page
as
asas
or
Moneyline's
Telerate
Service designated
3750
such
other
page
may
as
or
on
that
page
for
that service,
such other
service
may
tobe 3-
nominated Month
the information
of
vendor,
the purpose
displaying
rates
comparable
USD
L1BOR).
130887.1
of
replace
r)
in
OTS,
sole
discretion,
directs
exchange
of
its
iii)
or
the
is
4(
j)
Return
WMIPC_500002099.00060
CONFIDENTIAL
s)
"
OTS" means
Office
Thrift
Supervision
or in
of
the
any successor
regulatory
entity.
" Parity
Securities"
has
meaning
the
forth
Section
u)
2.
set
the
t)
3( by
by U.
tob).
in
set
" Primary
Treasury
Dealer"
has
meaning means
forth
Section
C. F. R.
" Prompt Corrective
Action
Regulation"
regulation.
Part 565
in
effect
from time
or
to
time,
any successor
w)
of
" Redemption
Date"
means any
any date
7. is
that
designated
the
in
Company
notice
redemption delivered
pursuant
to
of
Section
x)
of
" Reference
Treasury
(
Dealer"
" Primary
government
securities
dealers
each,
Treasury
byas
means each
three
primary
Dealer"), specified substitute
specified
the
provided
if
Company;
as
that
any
Primary Treasury
Dealer
the Company such Primary

select
ceases
a Primary Treasury Dealer, Primary Treasury
Company
for
to
be
the
will
Treasury Dealer another

substitute within
Dealer then
if
and
the
Company
will
to
the
fails
be
of
a reasonable
period
time,
substitute
a Primary
with
by
Treasury Dealer selected the Company.
the
Independent
Investment
Banker
after
consultation
y)
to 8(
" Reference
Treasury Dealer Quotations"
in
the Independent Treasury quoted Dealer Issue

(
Investment expressed,
Banker,
the
as
and asked
for
Reference
Treasury Dealer
and any Redemption
Date, the average,

prices
as
means,
with
respect
determined
of
bid
the Comparable amount) Treasury
by of
atin 5: 00 p. to
each case,
a percentage Banker
third
its
principal
writing
the Independent
Investment
such Reference
m.,
New
on
York
City time,
the
Business Day preceding
such
Redemption
Date.
z)
an
"
Regulatory opinion
Capital
Event"
occurs
when the Company
determines, the
for
of
of no
based
upon
is
receipt
counsel, longer
that there constitute
significant
risk that
or
the capital
adequacy
regulations
issued
the
OTS
a result
a change
applicable Floating
laws,
regulations
related interpretations Securities.
after
issuance
the Fixed-
Rate Delaware
Preferred
"-=-~"._,.
to
( aa)
"
Treasury Rate"
means the
rate
per year equal

Issue,
the
quarterly
to
for
equivalent
yield
maturity ofthe
as
Comparable Treasury
for
calculated
using
of
the Comparable Treasury Issue ( expressed
a percentage
its
principal
to
equal
the Comparable Treasury
Price
the relevant Business
Redemption
Date.
The
be
on
Treasury
Rate
will
calculated
the
third
Day preceding
the
relevant
Redemption
Date.
cumulative issued
Trust
Securities,
Series
A1,
bb)
"
Trust
Securities"
means the Fixedliquidation
ta-
Floating
Rate Perpetual
in
Delaware
Preferred Securities
will
core capital
of of of
by
as
of
WMB
purposes
a price amount)
Non-
preference
$100,000
per security,
trust.
by
Washington
Mutual
Preferred Funding
Trust,
a Delaware
statutory
( cc)
"
Voting
Parity
Securities"
has the meaning
in
set
forth
Section
130887.1 4
the by
S.
a
the
as
v)
12
x).
Return
WMIPC_500002099.00061
CONFIDENTIAL
( dd)
"
WMB"
means Washington
Mutual
Bank, successor.
a federal
savings
or
of
association
and
a subsidiary
the
Company,
Section
4.
Dividends.
a)
its
be
of
of
Holders
shares
Series
Preferred
Stock out
shall
entitled
as
by
of
receive, available
when,
and
declared
the
Board
Directors,
of
if
the
funds
legally
as
in
therefor,
noncumulative
cash
dividends
the
amount
determined
set
to
forth
in
4(
Section
and
no
c),
more.
a),
in
b)
4(
be
Subject 15,
Section
dividends
shall
payable year
arrears
March
first
15,
June day
September
the issuance Day,
and
the
December
Series
I
each
commencing
if on on
date
to
of 15
15
of
the
such day
in
or,
after
Preferred
Stock
(
each
case,
any
such
Date").
is
not
a Business
will
the
next
Business
Day
record
each,
a
they
" Dividend
Payment
as
be
is of to
Each
dividend
payable
first
holders the
appear
relevant
first
on
of
the
stock
in
on
of
the
the
books
Company
occurs
day
date
month
which Day,
the the
Dividend
or,
Payment such
the
Date
such
a Business a Dividend
Business
Day
month.
issuance
Each
period Series the
from
I
and
including Stock)
Payment
the
Date
the
the
Preferred
to
of
but
excluding referred
following
" Dividend
Dividend Period", the
Payment
except Dividend
( whether
Date
Redemption
I
Date) Stock
herein
on
is
if
that,
the
Series ending
Preferred
outstanding
March
as
or
to
is
15, 2011, 15,
in
be
Period
March Day) 2011

(
2011 and
to
shall
but
excluding ending Day).
March
2011 2011
shall
not
a Business March
15,
in
or
the
Dividend
Period
June
commence
or
on
whether
not
a Business
the
date
issuance 15,
the
Series
Preferred 15,
Stock
to
and
I
of
of
is
c)
If
prior
the Day, not
or,
day
the
immediately
first
preceding
March March
whether
2011
March
from
2011
date
of is
if
not
a Business
Business
Day
15,
after
(
15, 2011,
then
such
Day),
issuance
to
but
including declared Preferred
March
2011
not
a Business
for
dividends, share
the
Board
Directors, rate
will
be,
each
outstanding per share
of if,
when
Series
by
an
of
on
at
of
Stock,
I
annual Stock.
I
6.534%
the
liquidation
preference
of
Series
Preferred the Series
From
for
later
March
2011
and
the
date
as
by
of
issuance
Preferred
Stock,
dividends,
when
and
I
declared
the
if,
Board
annual
3-will
Directors,
each
outstanding
share
Series Dividend
Preferred
Stock,
the for
to
rate per
equal share
Month
USD UBOR
preference greater 30- day
the
related
I
P~. rlQd plus Stock.
1.4825%
on
the
of or
liquidation
Series
Preferred
full
Dividends
for
payable
any
Dividend
Period
less than
Dividend year,
Period
on
of
computed
the
basis
twelve
months,
a 360
day
and
the
..
actual
in
in
or
of
days elapsed
for if
the
period
such any
Dividend period
Period
ends
to
prior
March
2011; period divided Stock.

will
or
thereafter
dividends
payable
greater
less than
full
dividend period
I
in
be
will
number
computed
the
will
basis
the
actual
number
days
the
relevant Series
be
on
360.
interest
paid
any dividend
the
payment
of
No
the
Preferred
in
d)
Dividends
Series
Preferred
Stock Series
are
I
noncumulative. Preferred Stock holders
Board
declares Series the
Directors less than
does a
full
not
declare
a dividend
the
noin
of or If
I
of
on
of
the
dividend
will
respect
any
the
Dividend
Period,
Preferred
Stock
have
right
receive
any dividend
dividend, obligation not
or be,
to for
case
may
Dividend
full
Period,
and
that
Company
will
have
whether
for
pay
are
a dividend
declared
pay
for
dividends
future
Dividend Period
Period, with
or
dividends
and
paid
any
Dividend
respect
to
the
Series
130887.1
to as
or
to
nofull
the
the
the
by
be
on
of
of
an
of
of
at
be,
of
the
the
the
15,
i)
ii)
of
as
or
of of
not
if
or
Return
WMIPC_500002099.00062
CONFIDENTIAL
or
or
or
Preferred Stock
preferred stock.
the
Common
Stock
any
of
other
class
series
the Company's
e)
on
for
dividends
outstanding
shares
of
all
full
If
the Series J Preferred
Stock declare
equity
any Dividend
Period have
with
not been declared
and paid, the Company shall not
or
or
or
to,
of,
pay dividends
securities
respect
redeem, purchase Dividend

other
acquire
any
its
capital
during the
next succeeding
Period,
except
dividends
or
dividends
in
connection
with
Series
Preferred Stock
benefit plans.
if of
RP
with
or
the
shareholders'
rights plan,
any,
connection
Section
5.
Liquidation.
a)
In
or
the event
the Company
voluntarily
I
or
involuntarily
liquidates,
of
to in
dissolves
winds
up, the holders

receive
Series
Preferred
Stock
shall
entitled
I
liquidating
distributions
the amount
at of
the time outstanding $1,000,000 per share dividends out
be
to
an
of
Series
Preferred Stock, the current
plus
amount equal
any declared the date
but unpaid
for
to
thereon
Dividend
Period
and including
of
such liquidation, any distribution
for
to
of
or
assets legally available
distribution
shareholders,
before
to
assets Series
made
the holders
After
Common
Stock the
full
any securities
ranking
to
of
is
junior
the
of
Preferred Stock. the holders
payment
I
amount
will
of nobe
such liquidating
of
distributions, participation
Series
Preferred Stock
not
to
entitled
any further
in
or
of
any
distribution
assets by, and shall have
to
right
claim
any
of,
remaining assets
the Company.
b)
for
In
the event the assets

liquidation,
the Company available
distribution
or
up
of
shareholders
upon any
dissolution
winding-
of
the
affairs
the the
Company, whether amounts

holders ranking the
full
voluntary respect
involuntary,
shall
insufficient
pay
I
in
or
be
to
full
to
payable
with
outstanding
shares
of
all
the Series
Preferred Stock
ranking,
on
and the corresponding
amounts payable
Stock
any other Securities
of
equal
the
of
of
Series
Preferred
and
the
holders
such other
in be of
securities
equal
in
of
of
to
per
of
shall
share
ratably liquidating
any
distribution
assets
the Company otherwise
proportion
to
respective
distributions
which
they would
respectively
entitled.
6.
by
in
Section redeemed
Maturity.
The Series
Preferred with
Stock
be
shall
perpetual
"---~_.
unless
the Company
accordance
Section
Section
7.
Redemptions.
a)
7.
the
at
the holders
at
The Series
Preferred Stock
shall
not
redeemable
option
any time.
b)
be
at
the
or,
The Series
Preferred Stock shall
redeemable
option that
in
in
Company,
March
whole
but not
part,
prior
March 15, 2011
in
to
the event
of:
15,2011
not a Business
Day, the next Business Day),
upon the occurrence

the sum
a Regulatory
Capital
Event
a cash redemption
foror
ii)
(
price
equal
X)
at
to
the
of
of
greater
$1,000,000 undeclared
per share, dividends
the
sum
of
i)
present values
$ 1,000,000
share
and
Dividend
Period from the Redemption 2011, discounted
Date
in
and
Date
including
the Dividend
basis
(
Payment
Date
March,
to
the Redemption 3D- day months)
quarterly
assuming a 360- day year consisting
of
on
twelve
130887.1
6
to
the
all
of
is
the
of
be
to
of
its
in
Return
WMIPC_500002099.00063
CONFIDENTIAL
as
by
the
(
Treasury
Rate
an
at
calculated unpaid
Independent
Investment Date.
Banker),
plus
0.30%;
Y)
and
any
to
declared
but
dividends
the
Redemption
in
of c)
The
the
Series
Preferred
Stock
shall
redeemable
whole
in
or
be
part
is or
the
(
option
Company
that
any
15,
or
on
at
at
to
time,
from not
time
time,
after
March
15,
or,
2011
Day). plus
in
the
event
March
2011
a Business
price
Day,
the
next
Business per share,
be
at
Such any
redemption
shall
a cash
of
redemption the
$ 1,000,000
without
declared
and
to
unpaid
dividends
Redemption
Date,
accumulation
of
any
undeclared
dividends.
d)
the
case
record
any redemption
the Series
I
under Preferred
this
Section not
notice
shall thirty
to
of
mailed
each
holder
of
Stock,
less than notice;
nor
more
than
days
prior
Redemption
notice
Date
byin
60
to
the
specified
such
the
provided,
be
In
of
7,
however,
deposit Preferred redemption
that
a longer
minimum
may
agreed
Company,
in
I
be
to
including Series
agreement
Stock. date,
relating
depositary redemption
price,
shares
shall
representing include
iii)
in
(
to
interests
the the
of
of
The
ii)
(
notice the
a statement number
i)
redemption
and
the
shares
redeemed.
e)
of
be
to
of
Any
shares acquired
Series
Preferred
Stock
redeemed manner
pursuant
to
shall
this
Section
otherwise but
the
Company
shares
in
by
or
any
the
whatsoever but
of
become
shares
authorized
shall
unissued
preferred
Company
Series
I
such
preferred Shares.
not
under from
any
as
be
circumstances
reissued
Preferred
The
ta-
as
be
Company
reduce the
shall
time-
time
take
such
appropriate Series
I
action
may
necessary
of
authorized
number
shares
of
Preferred
Stock
accordingly.
Section
8.
Voting
Rights.
a)
of
not
will
Holders
the
Series
Preferred
Stock voting
have
any,
any voting
required
rights,
if to
including
the
right rights,
elect
any
directors,
except Section
by
i)
if
rights,
law,
voting
any,
described
b)
b).
in
or
8(
ii)
after
issuance
the Series
full
Preferred
Stock
the
Company
I
fails
for
or
pay,
declare
and
set
aside
payment,
dividends having
their
on
the
Series
Preferred
Stock
or
or
of
any other
class
series
Parity
Securities
similar
voting the
("
rights
Voting
six
for
by or
Parity
Securities")
Dividend
Periods
equivalent,
auThonzed
with
number any
directors,
be
the
Company's
for
directors regulatory
I
will
increased
two.
Subject
to
compliance serving
requirement
approval
non- objection together
persons
as
of
the with
holders the
Series
Preferred outstanding
Stock,
voting
a single
will
and
separate
right
as
or
of,
to,
class
of
holders
any
Voting
Parity
Securities,
have
the
to
elect
in
in
to
two
at
directors
addition
the This
directors
right
will
then
office
the
Company's
next
annual meeting
Parity
of
at
meeting
until
shareholders.
continue Series
I
each
subsequent
Stock
annual
the
Company
for
three sets
pays
or
dividends
the
Preferred
and
any Voting pays
or
Securities declares
consecutive
Dividend
Periods
their
equivalent
and
for
and
aside
payment
dividends
for
the
fourth
consecutive
Dividend
or
Period
its
equivalent.
The
will
of
c)
term
such
additional
directors
will
terminate,
and
the
total
by
be
of
at
number
after
directors
decreased
for
two,
the
first
annual Dividend
meeting Periods
of
shareholders
the
Company
and
pays dividends and pays
three
consecutive
or
their
for
or
equivalent
declares
sets
aside
payment
dividends
on
the
Series
or
130887.1
of
to
of
If
to
Return
WMIPC_500002099.00064
CONFIDENTIAL
or
or,
Preferred Stock
and any Voting
for
Parity Securities
the fourth
consecutive Series
Dividend
eferred
I
of
Period
After
equivalent
earlier,
upon the redemption

terminates,
P~
all
its
if
Stock.
of
the term
such additional
directors
the
of
holders
the Series
for
be
Preferred Stock
will
not
able
elect
additional
directors
unless dividends
on
I
to
the
six
for
Series
Preferred Stock Dividend
have again
not been paid
or
declared
and set aside
payment
future
Periods.
d)
be by
by
Any
additional
director
elected
only
the holders
of
the Series
preferred
of
Stock record
and
Voting
Parity
Securities
I
of as
may
removed
the vote
the holders
voting
the outstanding a single
Series
Preferred Stock
and Voting
Parity
Securities,
at
together called
and separate
class,
a meeting
of
the
I
Company
Preferred
shareholders Stock
As
for
as
that
purpose.
long
dividends
for
the
six
Series
or
on
any
Voting Parity Securities
have not been paid
Dividend
Periods
or
their equivalent,
by
any vacancy
created
the removal
any such director

I
may
filled
only
by
be
of
the vote
of
of as
the holders
the
outstanding
single
Series
Preferred
Stock
and Voting
meeting
Parity Securities,
at
removal
is
voting
together
and separate
class,
the same
at
which
such
considered.
at
Section Preferred Stock
11.
Certificates.
The Company may
its
option issue the Series
without
certificates.
for
THIRD:
This amendment
does
not
provide
an
exchange,
or
of
reclassification
cancellation
any issued shares.
of
FOURTH:
FIFTH:
Incorporation
The date
This
this
amendment's
adoption
March
6,
is
2006.
to
by
amendment
the
the Amended
and Restated
Articles
of
was
duly
adopted
Board
of
Directors
the Company.
SIXTH:
No
shareholder action
was
required.
130887.1
of
of
the
Return
WMIPC_500002099.00065
CONFIDENTIAL
EXECUTED
this
~ Wvday
of
March,
2006.
WASHINGTON
MUTUAL,
INC.
Name:
Title:
Robert
J.
By:
7lUl(j7~
Williams President Senior Vice
and Treasurer
130887.1 9
Return
WMIPC_500002099.00066
CONFIDENTIAL
EXHIBIT
A3
Amendments
to
AR
Articles of Incorporation
Return
WMIPC_500002099.00067
CONFIDENTIAL
SEeR'- T
FIl.
C AF/
yo ED
.
OF
FSTAn
ARTICLES
AMENDMENT
MAR
OF
STATE
-
062006
OF WASHINGTON
WASHINGTON
Series
MUTUAL,
INC.
J Perpetual
Non-cumulative
Fixed
Rate
Preferred
Stock)
of
Pursuant
the
provisions the
Chapter
238.10
officer
and
Section
238.06.020 Mutual,
of
Inc.
to
the
( the
of
Revised
"
Code
of
Washington,
undersigned
Washington
of
Company"),
a corporation does
hereby
organized
and
for
filing
existing
under
Articles
the
laws
the
State
of
to
Washington,
submit
these
Amendment
its
Amended
and
Restated
of
Articles
Incorporation:
of
FIRST:
The
name
the
Company
is
Washington
Mutual,
Inc.
of
the
of
SECOND:
hereby
designated
"
the
750
Series
shares
authorized
Preferred Fixed
Stock
Company
Stock."
of
are
J Perpetual
Non- cumulative
Rate
Preferred
The
rights,
preferences,
privileges,
restrictions
and
other
matters
relating follows:
the
Series
Perpetual
Non- cumulative
Fixed
Rate
Preferred
Stock
are
1.
Section unissued designated " Series shares
There
hereby
of of
is
created
out
the
authorized stock
and
of
of
stock
the
Company
a series
Fixed
preferred
as
the
" Series
J Perpetual The
Non- cumulative
Rate such
Preferred series the
Stock"
as
(
to
the
J Preferred
Stock"). Stock
number have
no of
shares par
shall
be
(
constituting
shall
750.
The
Series
J Preferred
shall
value
per
share
and
liquidation
be
of
preference Series
J
the
Series Stock
J Preferred
Stock
$ 1,000,000.00
per share.
Shares
occurs.
be
if
Preferred
shall
issued
and
if
only
a Conditional
Exchange
2.
Section
Ranking.
The
liquidation,
Series winding-
Preferred
Stock
will,
with
(
respect
dividend with the
rights
and
rights
up
and
on
i)
dissolution,
rank
parity
Company's
(tTle-"
Series
I
on
I after rights
Perpetual Preferred the
Non- cumulative
Stock")
to-
Fixed-
Floating class the the
Rate
Preferred
to
Stock
Series
or
and Date
with
each
other
series
of
preferred
stock
established
that
by
Designation
the
Company
parity
of
terms Series
which
I
expressly Stock
provide
such
as
or
on
class
series
will
rank
with
Preferred
to
dividend
ason
up
of
the
and
rights
liquidation,
"
winding-
and
ii)
(
dissolution
Company
(collectively
to
to
the
referred
Parity
Securities")
and
senior
Company's
Stock
common
each
stock
" Common
capital
Stock"),
the
Company's
Series
RP
after that
Preferred the
and Date
other
class
by
or
stock
outstanding
established provide
rights
Designation
the
Company
J
do
on
of
it
terms
which Stock
not
expressly dividend
ranks
parity
with
the
Series
as
on
Preferred dissolution
"
and
the
up
to
rights
liquidation,
winding-
and
the
Company,
including
Common
Stock
( collectively
referred
Junior
Securities").
or
as or
of
3.
Section
intent,
Definitions.
Unless
the the
context
use indicates
another
meaning
the
following the
terms
shall
have
following
meanings,
whether
used
in
the
singular
or
plural:
130888.1
to
of
the
the
of
Return
WMIPC_500002099.00068
CONFIDENTIAL
a)
or
in
" Business
Day" means any day
other
than a Saturday,
Seattle,
Sunday
or
any
on
or
other
day
which
by
banks
New
York law
City,
New
York,
Washington
generally
required
authorized
be
to
closed.
b)
in
"
Common
Company"
Stock"
has the meaning
forth
Section
c)
( corporation.
"
means Washington
Mutual,
Inc.,
a Washington
d)
"
Comparable Treasury
the Independent
Issue"
by
as
security
selected
Investment
Banker
having a maturity
would
utilized,
time
selection
and
in
comparable
the term remaining
Dividend
Payment Date
with
on
to
to
the
March
2.
set
15,2011
financial
are the
the
that
be
at
of
the
accordance
customary
practice,
pricing
new issues
Stock
perpetual
preferred
securities
having
similar
terms
or
the Series
J Preferred
with
respect
the payment
of
to
dividends
and
distributions
up
of
of
assets
upon
liquidation,
dissolution
winding-
the issuer
of
such preferred
stock.
Date
Date,
for
of
"
Comparable Treasury
the
Reference the highest Independent Dealer
Price"
means
to
e)
with
respect
any Redemption
the
average
Treasury
Dealer
Quotations
such
Redemption
Dealer
or if
after
excluding
and lowest
Investment
of
such Reference
obtains
Treasury
the
Banker average
fewer than five such
of
the
all
Treasury
Quotations,
such quotations.
of
the
f)
" Conditional
Exchange"
means
automatic
exchange
Cayman
Series
after
Preferred
Securities
into depositary
shares representing
written direction
interest
in
WaMu
an
J Preferred occurrence
Stock which
occurs
upon the
an
OTS
upon
of
the
Exchange
Event.
g)
" Delaware
with
means the Fixed Rate Delaware

Rate Perpetual issued Non- cumulative
Preferred Securities, Preferred Securities, Mutual

Preferred
together
liquidation
the Fixed-
to-
Floating
preference
$1,000
per security,
by
Washington
Funding
LLC, a Delaware
limited liability
company.
h)
" Designation
Date"
means March
6,
2006.
,..'
az"-""_.-
4(
in
" Dividend
Payment Date"
Period"
has the meaning
forth
Section
b).
in
m
k)
(
" Dividend
has the meaning
set forth
Section
of
" Exchange
Event"
means the occurrence
anyone
of
at
a time when
the
WaMu Cayman
i)
WMB
becomes
undercapitalized
under the
Prompt Corrective
Action
Regulations;
or
4(
the following
ii)
WMB
placed
into
conservatorship
receivership;
in
an
ofof
its
iii)
the OTS,
into
sole
discretion,
directs
exchange
in
Cayman
the Series J Preferred Stock,
anticipation
130888.1
or
is
WaMu
WMB
b).
set
i)
or
of
the
as
in
of
Return
WMIPC_500002099.00069
CONFIDENTIAL
becoming
undercapitalized taking
under the Prompt Corrective

that
limits
Action
Regulations
byin
the
near
or of
of
term
any supervisory action
the payment
dividends
WMB.
I)
"
Fixed Rate Delaware
Preferred
Securities
means the 7.25%

$1,000 per
Perpetual
security,
liability
Non- cumulative
liquidation
preference
by
issued
Washington
Preferred Funding
LLC, a Delaware
limited
company.
m)
" Independent
Investment
Banker"
by
means
an
independent
investment
of
banking
institution
national
standing
appointed
the Company
n)
in
..
" Junior
Securities"
has the meaning
forth
Section
o)
"
OTS means
the Office
Thrift
Supervision
or
of
any successor
regulatory
entity.
p)
in
" Parity
Securities"
has the meaning
forth
Section
q)
in
set
2.
set
2.
set
3{
set
'
" Primary
Treasury Dealer"
has the
meaning
forth
Section
C. F.r) R.
" Prompt Corrective
Action
Regulations means the regulations
as in
in
forth
Part
565
effect
from time
or
12
to
time,
any successor
regulations.
in s)
to
of
Company
a notice
redemption
delivered
pursuant
Section
of
7.
" Redemption
Date means any date
that
designated
by
is
the
"
Reference dealers
Treasury Dealer"
( each,
government
securities
" Primary
Treasury
Dealer"),
byas
means each
three
primary
specified
if
Company; provided
as
that
any Primary Treasury

Dealer,
Dealer
specified substitute
the Company
ceases
a Primary Treasury
the
Company
for
to
be
will
such Primary
Treasury Dealer another

substitute within
Primary Treasury
if
Dealer and
the Company
to
fails
select
of
be
will
a reasonable
period
time,
then the substitute Investment Banker
a Primary
with
by
Treasury Dealer selected the Company.
the
Independent
after consultation
u)
to
such
"
Reference
Treasury
Dealer
Quotations" Date,
means,' Wiftfrespect
Reference
Treasury Dealer Investment

(
and any Redemption
the average,
theas
determined
Independent
Banker,
and asked
for
of
bid
the
the
prices
Comparable
amount) Treasury
in
as
by of
Treasury Issue quoted Dealer
expressed,
each case,
a percentage
Banker
third
its
principal
atin 5: 00 p. to
the
writing
Independent
Investment
such Reference
on
m.,
New
the
York City time,
Business
Day preceding
Redemption
Date.
v)
"
Regulatory
Capital
Event" occurs
that there
when
the
Company determines,
risk
of
an
of no
is
based
upon
receipt
opinion
will
counsel, longer
significant
that
Delaware
Preferred
Securities
constitute
core
of of of
capital result
capital
adequacy
regulations
issued
or
OTS
a change
applicable
laws,
regulations
related
interpretations
after
issuance
the
Fixed Rate
Delaware
Preferred
Securities.
130888.1
in
WMB
for
purposes
by
as
of
the
the
the
bythe
by U. theS.
a
the
t)
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Return
WMIPC_500002099.00070
CONFIDENTIAL
w)
"
Treasury
Rate" the
means the
rate
per year equal

Issue,
to
the quarterly using a price amount)

its
to
of
equivalent
yield
maturity
Comparable Treasury
calculated
for
as
Issue
( expressed
a percentage
of
principal
equal
for
to
Price
the relevant Business
Redemption
Date.
The
be
on
Treasury
Rate
will
calculated
the
third
Day preceding
the relevant
Redemption
Date.
x)
"
Voting Parity
Securities"
has the meaning
set forth
Section
y)
'
A1,
WaMu Cayman
Preferred Securities" Series
means the 7.25% Perpetual

preference
Non- cumulative
security, liquidation
Preferred Securities,
liquidation
$ 100,000
Series
per
and the 7.25% Perpetual

preference
(
Non- cumulative issued
$ 10,000
Ltd.,
per security,
Islands
by
Washington
Mutual
Preferred shares.
Funding
Cayman)
a Cayman
exempted
company
limited
z)
"
or
WMB"
means Washington
Mutual
its
Bank,
federal
savings
association
and a
of
subsidiary
the Company,
successor.
Section
4.
Dividends.
a)
be
of
of
by
Holders
shares
Series J Preferred
Stock out
shall
entitled
as
by
of
receive,
when,
and
declared
the Board
of
if
Directors,
the funds
legally
4(
in
available
therefor,
noncumulative
cash dividends
the
amount
determined
as
in
set forth
Section
and
no
c),
more.
b)
4(
a),
in
to
be
Subject
Section
dividends
shall
payable
arrears
March
first
15, June
15, September
and December Series payable

first
each year commencing

( each,
onon
15
15
of
to
the the
such
day after the issuance

Date").
onwillof bethe
J Preferred Stock
a " Dividend they appear
ofto
as
of
A2,
Stock,
in
Payment
the stock Dividend
Each dividend
holders
record
of
the
the
books
Company
the
day
month
not
which
the
relevant
first
or,
if
Payment Date occurs
such date
is
not a Business Day, the
Business
of
Day
such
month.
any Dividend
Payment Date
Business
is
If
a Business Day, then

such Dividend
be
on
dividends Date
with
will
payable
force
the
first
Day
following
Payment Payment
as if
or
the
same
the
and effect
payment
were
made
on
the Dividend
Dates. issuance
Each period from and
including
a Dividend
Payment
Date
date
is to
of
but
Series J Preferred
Stock) Date)
excluding
to the
followfngDividend
Payment Date
the
Redemption
as
or
herein referred
"
Dividend
Period."
as
of
the
of c) of
for
a Dividend
will
Payment Date,
dividends,
when
and
declared
anthe
Board
annual
Directors,
be,
each outstanding
share
Series
J Preferred
in on offor
of
the
or
rate
7.25%
per share
liquidation greater
preference
less
the
Series J Preferred Period
Stock.
Dividends
payable
any period twelve
than a
Dividend
be
on
computed
the basis
30- day
months,
a 360- day
year,
and
the
actual
be
of
number
the
on
of
No
days elapsed
the period.
interest will
paid
any dividend
payment
Series J Preferred Stock.
d)
in
the
of
on
Dividends
Series J Preferred Stock a dividend
are noncumulative. Stock holders

full
in
Board
Directors less
does
full
declare
Series J Preferred
ofor If
not
of
the
the
declares
than a
for
dividend
will
respect
any
Dividend
Period,
the
Series J Preferred the case
Stock
have
right
receive
any dividend
will
dividend,
no
may
be,
the Dividend
Period,
and the Company
have
obligation
130888.1
to
as
or
no
to
will
full
by at
On
of
if,
on
b).
in
8(
Return
WMIPC_500002099.00071
CONFIDENTIAL
for
or
pay a dividend are declared Preferred

preferred
pay
full
dividends
that
Dividend Period
Period,
whether
or
to
not dividends
J
for
and paid
the
any future Stock
Dividend
with
respect
series
to of
the Series
or
Stock,
stocle
Common
any
or
other
class
the Company's
e)
on
full
dividends
outstanding
shares
of
all
If
the Series J Preferred the Company shall not
for
Stock declare
equity
any Dividend pay dividends

securities
Period have not been declared
and paid,
or
or
or
to,
of,
with
respect
redeem, purchase Dividend

other
acquire
any
its
capital
during
next succeeding
Period,
except
dividends
or
the
RP
connection
with
Series
Preferred Stock
benefit plans.
if
shareholders'
rights plan,
any,
dividends
in
or
connection
with
Section
5.
Liquidation.
a)
the event
the
Company
voluntarily
or
In
involuntarily
liquidates,
or
of
dissolves
winds
up, the holders

receive
Series J Preferred Stock
at
the time outstanding
to in
be
to
shall
entitled
liquidating
distributions
the amount
of
$1,000,000 but unpaid
per share dividends out
an
of
Series J Preferred Stock,

for
plus
amount equal
any declared
to
of
thereon
the current
Dividend
Period
and
including
the date
liquidation,
of for
the of
to
of
assets
Company
its
legally available
distribution
shareholders,
before
any
distribution
assets
made
holders
Stock.
Common
payment
Stock
or
to
is
any securities
ranking
of
junior

distributions,
After
the
full
amount
will
beof
to
such
of
liquidating further
the holders
of,
Series J Preferred
Stock
shall
not
to
the
of
any
entitled
in
or
no
of
pc:
lrticipation
any distribution
assets
by,
and
have
right
claim
any
remaining assets
the Company.
b)
for
In
the event the assets

liquidation,
the Company
available
distribution
or
up
of
shareholders
upon any
dissolution
winding-
the affairs pay
of
the the
Company, whether amounts payable
voluntary
involuntary,
shall
insufficient
in
or
be
to
full
to
of
all
with
respect
outstanding
shares
the Series J Preferred Stock
on
amounts
payable
any other
of
securities
equal
ranking,
of
of
holders ranking the

full
and the holders
such other securities
of
equal
in
in be
of
of
to
ofof
a
the
of
shall
share ratably
liquidating
any distribution
assets
proportion
to
respective
distributions
which they would
respectively
entitled.
_
..;,.....".",...,._~-.
Section
Maturity.
by
The Series J
Preferred with
Stock
be
6.
shall
perpetual
unless
in
redeemed
the Company
accordance
Section
Section
7.
Redemptions.
a)
7.
be
at
the
holders
at
The Series J Preferred Stock
shall
not
redeemable
the option
any time.
b)
be
The Series J Preferred Stock
shall
redeemable
at
the option
in
at or in
Company,
Regulatory
to
whole
but
not
part,
prior
March 15,
price
2011, equal
upon the occurrence
to of
Capital
Event
a cash redemption
(
the
sum
X)
of:
the greater
allof
for
$ 1,000,000
per share,
the
sum
of
i)
ii)
present values
$ 1,000,000
Date
per share and
undeclared
the
dividends Dividend
the Dividend
Period from
Redemption
to
the
and
on
including
Payment
Date
March 15, 2011, discounted
to
the Redemption 30- day months)
on
Date
a quarterly basis ( assuming a 360- day year consisting
of
twelve
130888.1
of
to
to
in
the
Return
WMIPC_500002099.00072
CONFIDENTIAL
as
by
Y)
the Treasury
(
Rate
an
at
calculated
Independent
Investment Date.
Banker),
plus
0.40%;
to
and
any declared
but unpaid
dividends
the
Redemption
in
or
the option
the Company
shall
beat at
on or
The Series J
Preferred
Stock
tobe
ofc)
shall
redeemable
time,
whole
or in
shall
thirty
part
at
any time,
from time
after
March
15,
2011.
Such redemption
of
a cash redemption price
$ 1,000,000
per share, accumulation
of
plus
any declared
and unpaid dividends

dividends.
to
the Redemption
Date, without
any undeclared
d)
of of
In
the case
any redemption the Series
under this Section
notice
deposit
agreement Stock.
relating
depositary
shares representing
interests
Preferred
The
ii)
(
notice
redemption shall include

iii)
(
a statement
of in i) to
however,
that
a longer minimum
notice
to of
may
agreed
the Company,
in
J
more than
sixty
days prior
the Redemption
Date specified
by in
mailed
each holder
of
to
record
J Preferred
Stock
not less than such notice;
nor
to
provided,
including
be
to
be
a The
rights,
7,
the Series J the
of
Redemption redeemed.
Date,
the redemption price, and
the number
shares
e)
of
or
Section
otherwise
acquired
the
Company
in of
by
Any shares
Series
J Preferred
Stock
redeemed
pursuant
to
be
this shall
any manner whatsoever
to-
shares shall not under any circumstances
reissued
as
become
authorized
but unissued
preferred
shares
the Company but such preferred Series J Preferred Shares.
be
as
be
Company
reduce
shall
from time-
time take such appropriate
action
of
the authorized
number
shares
of
may
necessary
Series J Preferred Stock accordingly.
Section
8.
Voting
Rights.
a)
of
will
for
Holders
8(
law,
and
voting
rights,
any,
described
Section
b)
b).
in
including
the right
elect
any directors,
except
voting
rights,
any,
required
ii)
if
by
Stock
Parity
not have
any voting
to
i)
if
or If for set six
or
for
after
issuance
Series J Preferred Stock dividends having

their
the
or
pay,
declare
and
aside
payment,
on
Company
fails
full
of
byor
any other
("
class
series
Parity Securities
similar voting
rights
Voting
Parity Securities")
Dividend
Periods
equivalent,
auJhorized
number
any
the Company's directors
will
increased
two.
Subject
to
be
compt'I'ffiTtewith
or
for
requirement the holders
regulatory
approval
asto,
persons serving
as
of,
directors, class elect
of
voting
a single and separate have

right
of
in
in
with
holders
any outstanding
Voting
Parity
Securities,
to
at
the
the
two directors
addition
directors
will
then
office
Company's
next annual meeting
of
at
meeting
until
shareholders.
This right
continue
each subsequent
annual
the Company pays dividends

for
three sets
on
the Series J Preferred Stock and any Voting
or
Securities
consecutive
Dividend
Periods
their
equivalent
and pays
for
or
declares Period
and
its
aside
payment dividends
for
the fourth
consecutive
Dividend
equivalent.
by
The term
of
c)
such additional
two,
directors
will
terminate,
and the
total
be
of
at
number
after
directors
will
decreased
the
first
annual
meeting
orfor
three sets
consecutive
Dividend
Periods
of or
shareholders
their
for for
equivalent Preferred
and declares
Stock
and pays
aside
payment
dividends
on
the Series Dividend
and any Voting
Parity Securities
the fourth
consecutive
130888.1
or
to
the
the
will
of
the
to
of
the
to
Return
WMIPC_500002099.00073
CONFIDENTIAL
or
or,
of
the
Period
After
equivalent
earlier,
upon
redemption
all
its
if
Series
J Preferred
Stock.
of
of
the
term
such
will
additional
directors
terminates,
the holders
the Series J
be
on for
to
not
or
Preferred Stock
able
elect
additional
directors
unless dividends
payment
six
for
Series J Preferred
Stock
have again not been paid

Periods.
declared
and
set
aside
future
Dividend
d)
be by
by
Any
additional
director
elected
the holders
theof
of
the
the the
Stock record
and
Voting Parity Securities Series
may only
removed
vote
holders
voting
of
outstanding
single
J Preferred Stock
and Voting
Parity Securities,
as
at
together
of
and separate
class,
a meeting
the
Company
shareholders
six
Voting
Parity
Stock
by
by
have not been paid
Dividend
Periods
or
for
called
that
purpose.
long
dividends
the Series
J Preferred Stock
their
or
As
for
as
on
any any
equivalent,
of
vacancy holders
voting
created
the removal
any such director
of
may
filled
only
the vote
of
do
be
the
the outstanding
as
and any Voting
Parity
Securities,
at
together
a single and separate
class,
the
same
meeting
at
which
such
removal
is
considered.
9.
toNo
Section
Conversion convert
Rights.
The holders
of
or
of
of
not have
securities
any rights
any such shares into shares
any
other
class
series
the
Company.
at
10.
Section
Certificates.
The Company may
option issue
the
its
Series J
Preferred Stock without
certificates.
for
THIRD:
This amendment does
provide
an
not
exchange,
or
of
reclassification
cancellation
any issued shares.
of
FOURTH:
FIFTH:
Incorporation
The date
this
amendment's
adoption
March
6,
is
2006.
to
by
This amendment
duly
the
Amended
and Restated
Articles
of
was
adopted
the Board
of
Directors
the Company.
No
SIXTH:
shareholder
action
was
required.
~'
130888.1 7
of
of
of
the
Return
WMIPC_500002099.00074
CONFIDENTIAL
EXECUTED
this
day
of
U1*
March,
2006.
WASHINGTON
By:
MUTUAL,
INC.
ti'/
l1t~
Name: Robert
Title:
111~
and Treasurer
J.
Williams President
Senior Vice
,",;~ ..---=:
130888.1
Return
WMIPC_500002099.00075
CONFIDENTIAL
EXHIBIT
B1
Bylaws
17357747
WMI
Assistant
Secretarys Certificate
Return
WMIPC_500002099.00076
CONFIDENTIAL
RESTATED
BYLAWS
WASHINGTON
OF
MUTUAL,
INC.
ARTICLE
OFFICES
in
of
of
The Washington
principal
office
and place
business
the
corporation
state
be
at
shall
located
1201 Third
Avenue,
Seattle,
Washington
98101.
or
The Washington
corporation
may have
such
other
offices
within
without
the
state
or
as
of
board
directors
may
designate
business
of
the
the
the
corporation
may
require
from time
to
time.
ARTICLE
NUMBER
of of
The
directOl's.
OF DIRECTORS
II
board
directors
this
corporation
of
shall
consist
sixteen
( 16)
ARTICLE SHAREHOLDERS
Section
3.1. third
Annual Tuesday
m.,
Meeting.
The month
other
III
annual
meeting
ofthe'~ year,
eholders with
shall
or at in
atthe
in
of
the
of of by
the such
of be
the held day ofthe
the
held
April
each
beginning determined
or
00 fora.
as
year board other
1995,
10:
such
date
time
may
for
directors,
purpose before
electing
directors
and
the be
of
of
the
transaction
beas
for
the
the
business
shall
may come
a legal
meeting.
day fixed
the
the
If
annual
shall
in
meeting
of
holiday business
the
state
Washington,
meeting
on
the
next
succeeding
day.
the
election
or atatis
directors
not
held
offor
designated
herein
any annual
directors thereafter
of
meeting cause
the
shareholders
any adjournment a meeting
to
the
thereof,
board
shall
the
election
be
held
as
as
shareholders
soon
may
be
convenient.
on by
of
If
Section
3.2.
Special unless
Meetings. otherwise written
Special
meetings
shareholders
for the
of
the
any
of or
by
purpose board
purposes
prescribed
statute
may
least
be
called
or
by
directors
the
request
holders
of at
of
twenty- five
percent
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the
be
on
Return
WMIPC_500002099.00077
CONFIDENTIAL
of
at
be
on
to be
to
25%)
the
votes
entitled
cast
each
issue
considered
the
special
meeting.
or be
ofof
Section
either
3.3.
Place
office
Meetings. the
Meetings
ofthe such
shareholders other the place
shall
held
the
principal
corporation
or at
within
without
or
as
of
the
state
Washington
the
person
persons
calling
meeting
may
designate.
of
Section shareholders
3.4.
Fixing
Record Date.
For
purpose
of
the
determining
of or to
orto
entitled thereof,
notice
vote
any meeting
or
at
of
shareholders
any
the
seventy
prior entitled
adjournment
shareholders
entitled
receive
payment
for
any dividend,
purpose,
of to
order
make
a determination
for
in
of
shareholders
any other
date not
less
proper
in as
in
board
directors
may
the
advance which
the
fix
a date date
record
any such more than
inof
determination
( 70)
shareholders,
any case
shall
be
of20
of
of
days and,
case
a meeting action
shareholders, such
not
than
days
on
the
date
which
the
particular
requiring
determination
shareholders
to is to
be
If no
taken.
record
date
fixed for the
determination
of
is
shareholders
ofof to or to
or
at or
notice
vote
a meeting
shareholders,
shareholders
to
of
entitled
receive
onthe
of
the
payment
dispatched
directors
a dividend
distribution,
day before which

the
first
notice
a meeting
or
as of
shareholders
the
date
resolution adopted,
the the
board
case a
or
ofof or is to
authorizing the record
such
for
date
dividend such
distribution
may
of
be,
be
shall
determination
shareholders.
When
to in
of
at
determination shareholders
shareholders
entitled
notice
this
vote
any meeting
has
been
made
as
provided
section,
such
determination
fixes
shall
to
of
apply
date,
any adjournment
thereof
unless
the
board
directors
new
record
do
to
is
it
which
(
must
ifthe
meeting
date fixed
adjourned
a date
more
than
one hundred
for
the
twenty
120) days
the
after
original
meeting.
for
The
meeting
in to
of
is
a
record the
date the
determining shareholder
shareholders signs the
entitled
take
action
without
date
first
consent
of
is
lieu
meeting.
Section shareholders,
3.5.
Voting
Lists.
least
ten
( 10)
days before eadPmeeting

the stock
transfer
of
At
the shares
officer shall
agent
having
charge
books
of
orof
the
an
corporation date
prepare
alphabetical
shareholders
on
all
list
its
to
record
who
at
are entitled group,
vote
the each
meeting
voting
any adjournment
thereof,
or
by
by
arranged
voting
and within
the
group
class
series
forof
shares,
with
address
and
number meeting
on by
of
of
the
shares held
each,
file
which
the the
record
a period
to
of
inat at
for
or
of
the
the
of
ten
( 10)
days
prior
the
shall
kept
principal city
office
or at
in
corporation
a place
record
identified
the
meeting and
notice
where
the
meeting
be
to be
of
the
the
be
will
held.
Such
shall
shall
produced
kept
open
time
and place
be
meeting
and
of
subject
the
inspection
any shareholder,
shareholder's
agent thereof.
or
shareholder's
attorney
any time during the meeting
or
at
any adjournment
not
affect
to
of
Failure
comply with the requirements
this
bylaw
shall
validity
at
any action
taken
the
meeting.
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of
the
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to
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to
of
at
Return
WMIPC_500002099.00078
CONFIDENTIAL
Section
3.6.
Notice
Meetings.
Notice,
tangible under
stating
written
or
in
of
printed
form,
or in
in
electronic
form,
any other Act
form then
applicable
thethe
allowed law,
Washington
date,
or
Business
Corporations
other
time
and place
the
in
of
of
of
a meeting
shareholders
and, the
case
a special
shall
meeting
of by
the
shareholders, the person
or
purpose
persons persons required
purposes the
for which
meeting
the
called,
given
of or to by
calling
meeting
Secretary
direction
such
person
( unless
to by
at
to
each
shareholder
record entitled
vote
such
meeting
law
send
notice
shareholders
less
regardless ten
( 10)
whether
or
to
of
all
not
such
sixty
to
shareholders
( 60)
are entitled
vote),
not
than
days and not more than
orof
to
on
days before the meeting,
except that
notice
a meeting
an
act
amendment
sale,
to
of or
the
articles
incorporation, other
a plan
of
merger
share exchange,
a proposed
or of
of
of
of
ofthe
the
lease,
exchange
disposition
substantially
theall
assets
corporation corporation
other
shall
than
usual
course
business,
( 20)
or
in
the
dissolution
be
given
not less than Written notice
twenty
days
and not more than

by: Mail,
the
sixty ( 60) carrier
the
all
days before
meeting.
may
be
transmitted wire
private
or
or
or
be or
personal
delivery;
telegraph
teletype; notice.
telephone, notice
wireless
equipment upon dispatch

appearing
which
transmits
a facsimile
of
the
Such
shall
effective
or
to
or or
date, date,
at
be
is
of
the
sent
the
shareholder's
address,
telephone
number,
other
number
the
records
of
the
corporation.
is oror If or an
or
annual notice
special
shareholders'
meeting
adjourned
to
is
a different
or
be
of
time time date
place,
need
not
given
the
new
for
if
date,
time
place unless
the
new
at
the
is
place
announced
meeting
record
before adjournment
a new
record
or
the
is
be
must
fixed.
new
date
adjourned
meeting
must
are
of
be
to
fixed,
however,
notice
the
adjourned record
date.
meeting
must
given
persons
who
as
of
shareholders
the
new
of
Section
3.7.
Waiver
the
Notice.
or
shareholder bylaws, date
may waive any
notice
required
or of
given
under
provisions before
these
articles
incorporation
therein.
applicable
law, whether
after
the
and time
methods:
(
stated
A valid
signed
by b) to by
a) in
waiver
created
any
the
following
three
writing
by in
the
of
is
to
for
the
by
the
to
of
the
be
shareholder corporate beginning meeting;
entitled
notice
and delivered
the
corporation the
inclusion
to inat at
records;
attendance objects
the
meeting,
unless
shareholder
or of orc)
or
at
at in
the
its
has
the
meeting
failure
holding
meeting
transacting
business
by
to
of
object
thethe
time
presentation
notice.
of
a matter
not within
the
purpose
purposes
described
meeting
of
Section
3.8.
Manner
Acting;
Proxies.
shareholder
may
vote
either
or
by
by
by
person
proxy.
A shareholder
is
executed
may
vote the
proxy
means
his
of
a proxy
appointment authorized secretary
form which
inattorney-
shareholder,
agent,
his
or
by
by
duly
be
All
fact.
proxy appointment
forms
shall
filed
with
or at
of
of
corporation
before
the
commencement
valid
after
meetings.
(
unrevoked
proxy
appointment unless
form
be
shall
eleven
11) months appointment
in
of
date
execution
otherwise
expressly
provided
until
the
its
No
the
from the
form.
proxy appointment
may
effectively
revoked
notice
of
No
be
such
revocation
2-
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the
the
be
If
on
if
Return
WMIPC_500002099.00079
CONFIDENTIAL
by
to
of
the
ofthe
been
given
the
secretary
corporation
shareholder
appointing
or
proxy. executed
Any
proxy appointment tangible written
any revocation
a proxy appointment
may
form,
may
means
the
electric
transmission
by
may
Act
or be
any other
means then
law.
by
allowed
Washington
Business
Corporations
other
applicable
Section
3.9.
Quorum.
any meeting
the
shareholders,
a majority
group,
of on
of or
by
to
the
interest
shares
entitled
vote
a matter
shall
the
all
voting a
represented
by
by on
in
person
proxy
action
shareholders
that
record,
constitute
quorum
of
that
for
voting
group
is
matter.
Ifless
than
a majority
represented,
in
a
of
At
majority
those
represented without
may
adjourn
the
meeting
such
time
and place
3.6.
as at
votes
to
of
may
share
in
as
set
determine,
further
notice,
except than
forth
Section the
Once a
theor for
it at is
to
to
is
represented business,
a meeting,
other
object
holding
meeting
for
be
transacting remainder record date
deemed
forfor
of
to
present
purposes
quorum
unless
is of
of
the
meeting must
and
fixed
any adjournment
the adjourned
that
meeting
new
or
At
be
meeting.
such
reconvened
transacted the
meeting, adjourned
any business
may
be
transacted
exists,
which
action group
might
have
been
meeting. votes the
a quorum within the
a matter the the
approved
by
on
is
If
a voting the
group
cast
if
the
cast
voting
favoring unless
action
exceed
within
voting vote
group opposing
is
the
action,
question
one upon
or
by
incorporation
or of
which
a different
required bylaws.
express provision
oflaw
ofthe
articles
these
be onof
Section
3.10.
Voting one vote
Shares. each
Each
outstanding
share, a vote
regardless
shall
entitled
matter
submitted
a meeting
in
as
shareholders,
except
may
otherwise
provided
the
of
articles
incorporation.
for
In
Section
3.11.
Voting
entitled
Directors.
election
shall
of
the
directors
every vote
of of of
class,
be
to
to
at
he by at
shareholder
record
vote
election
have
asthe
right there
as
person
number
for
shares
owned
him
many
persons
are
of
for
the
directors
to
be at
to to
elected
and
whose election
has
a right
vote.
Shareh6Iders
entitled
vote
any election
the
directors
shall
have
are
those
right
cumulate
the
In
no
of
votes.
any election
votes
of
directors
candidates
entitled
elected
receiving
largest
numbers
in
by
to
up
to
of
to of
cast
the
shares
vote
the
election,
the
number
directors
by
elected
such
shares.
Section
3.12.
Voting
Shares
by
of
Certain
Holders.
in
3.12.1.
Shares
standing
name
agent
orof
the
another
corporation, the board
of or
by
domestic
dil'ectors
foreign,
may
voted
such
officer,
proxy
such
corporation
may
determine.
certified
copy
of
a resolution
as
be
adopted
by
such
directors
shall
conclusive
as to
be
their
determination.
3.12.2.
Shares
held
beby
a personal
representative,
administrator, executor,
or
executor,
guardian
conservator
may
by
voted
such
administrator,
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be
to
in
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to
to
the
of
is
be or
they
in
by
be
of an
the
Return
WMIPC_500002099.00080
CONFIDENTIAL
or
of
guardian personal standing
conservator,
without
transfer
such
shares
into
the
name
of
such
Shares
shall
representative,
administrator,
executor,
guardian
or
conservator.
in to
by
be
name
a trustee
may
trust
voted
such
trustee,
no
of
the
but
trustee into
in
entitled
vote
shares
held
without
a transfer
of
be
such
shares
the
name
of
the
trustee.
if of of
3.12.3.
Shares held
standing
name name
which
a receiver
such
the
receiver,
and shares
the
or
by
under
the
control
a receiver authority
may may
byhis
receiver
without
transfer
thereof
into
in
an
of
the
contained
appropriate
order
court
such
receiver
was
3.12.4.
shares
are held
shall
jointly
three
or of
by
If
more
do be be is
voted
voted
so to
appointed.
fiduciaries,
the
will
majority
fiduciaries
control
manner
voting
or
of
appointment otherwise
a proxy, unless
the
instrument
order
appointing
such
directs.
3.12.5.
Unless
are
the
pledge
shall
agreement
expressly
provides such shares
or
of
of
the
the
the
fiduciaries
otherwise,
until
to
a shareholder shares
shall
whose shares been transferred
pledged the
of be
entitled
vote
have
into
name
the
pledgee,
and
thereafter
the
pledgee
entitled
vote
shares
so
to
be
the
transferred.
by
3.12.6.
Shares
held
another
total
corporation
shall
not
voted
or at
in
any meeting
counted
determining
the
number
the
of
outstanding
shares
ofto
for
of
to
entitled
vote
any given time
a majority
shares
entitled
vote
election
directors
such
other
corporation
held
by
of
is
this
corporation.
On
on
3.12.7.
and
after
date
which
written the with
notice
of to
redemption
redeemable redeem
shares such
has
been dispatched been
to
of
the
holders a bank
thereof
and a
sum
the
sufficient
shares has
deposited
or
trust price
to
company
with
irrevocable
instruction
and
authority
pay the red~ mption

such not shares
holders
thereof
upon surrender any matter and
certificates
therefor,
shall
to
to
on
be
entitled
vote
shall
deemed
be
outstanding
shares.
for
of
Section
3.13.
Notice
Nomination.
Nominations
election
of
the
directors
or
for
to
be
up at
beto of
the
of
not
the
if
at in of
and proposals
shareholders shareholder
any new business
taken
any annual
be
special
meeting any
of or
by
may
made
the
board
directors
the
corporation the election
corporation
entitled
vote
generally
in
to
of
the
for
order
a shareholder meeting,
corporation
make any such nomination
to ofbe inor to
atIn
to
of
the
by
be
of
of
directors.
proposal
any annual
the
shareholder's Offices
nomination
the corporation
or by
proposal the
must
writing
at
and received
corporation
the
less
Executive than
of
Secretary
the date
in
of
not
120 days
the
advance
the
date
corresponding
the
the
on
previous
year
which
with
corporation's previous
proxy statement
annual
was released
security
in
holders except annual
connection
the
year's
meeting
year
orof
security the date
holders,
in
if no
that
annual has
meeting
was held
previous
of
the
the
by
meeting
been changed
more than
30
calendar
days from the
date
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the
by by
in
the
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WMIPC_500002099.00081
CONFIDENTIAL
orby
previous accordance
year's
annual the
meeting,
a proposal
forth
shall
received
corporation
ofset
with
method meeting
hereafter
proposals
nominations
for
In
of
advance
a special
shareholders.
order
a shareholder
of
the
or
be up inat
in
for
in
the
shall
be
the
corporation shareholders,
make
the
any nomination
proposal
taken
a special
writing
meeting and
corporation
shareholder's
nomination
or
proposal
must
the
by
at
of
received
the
Executive
Offices
75 the
corporation
Secretary
of
the
by 45
not less than notice

shall
days nor more than

a shareholder the with
days
to
prior
any such meeting.

for the
election
Each
such
to
given
respect
nominations
of
directors
set
forth
name,
age, business
ll)
notice, (
address the
and,
known,
residence
address
each each
nominee such
proposed and
such
the
iii)
principal
occupation
employment which
of
of
nominee,
number such
shares
stock
of
the
corporation
are beneficially
owned
by
each
nominee.
or
Section
3.14.
Action
Without
a Meeting.
Any
action
permitted
required
be so
taken
a meeting
shareholders
forth
may
taken
without
shall
a meeting
by if
one
all
in
more consents
shm'eholders.
writing
setting
the
action
taken
be
signed
ARTICLE
IV.
BOARD OF DIRECTORS
Section
4.1.
General board
Powers.
directors.
The
business
and
affairs
ofthe
corporation
by
be
managed
of
its
of
Section
4.2.
Number,
Tenure
and
Qualification.
The
number
directors
or
to orII in
forth
Article
ofthese the
bylaws
may
increased
decreased
from time
decrease,
time
in of
amendment
shall
manner
shortening
provided the
these
bylaws.
No
however, such
have
or is of
the
effect
term
any incumbent
the
director
unless
in
director
resigns
shall
removed
of
accordance
shall
with
provisions
these
bylaws.
articles
The
or Inbe
as
directors
classified
and
hold
shall
such
serve
terms
until
forth
[ lIthe
incorporation.
all
cases,
their
directors earlier
their
successors
are duly elected death.
and
qualified
until
resignation,
removal
from office
or
be
of
of
or
Directors
need not
residents
the
state
Washington
shareholders
of
the
corporation.
Section
4.3.
Annual
and
Other
the
Regular
Meetings.
earlier
Regular
meetings
of
the
or
or be
in
at
an
of
board
shall
held
two- thirty
o'clock,
third
hour
the
discretion
on
Chairman
April, June,
President,
Tuesday
ofthe
months
of
the
January,
February,
July,
September, case the has
October,
and December
unless
first
such
day
is
a legal
thereafter,
in
be atby
holiday,
which
on
meeting
shall
held
the
business
day
or
or
the
unless
such
meeting
been canceled
Chairman
three
the
President
upon
to
giving
notice such
members
of
the
the
board The
the
least
calendar
days before the date
of
is
on
which
meeting
other
scheduled. within
date
any regular
meeting
may
as
changed
such
date
month
by
to
be
shall
determined
the
2-
DOCSSEAJ66644.1
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45
be
Chairman
the
of
set
by
in
to
be
set
or to
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the
be
ofof
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if
or
in
of
be
to
to
Return
WMIPC_500002099.00082
CONFIDENTIAL
or
or in
or
the
President,
the
absence
the
Chairman
the time
by
of
the
President,
any three
of in
of
of
members
the
Board, Section
provided
notice
and place meeting

the
such
the
meeting
is
the
given
as
provided
4.4.
each
year,
regular
day
Annual
Meeting
Shareholders
shall
known
Annual
Meeting
of of
as
of
be
on
In
the
the
Board.
of
of
the
Section
4.4.
Special
Meetings. the board
Special
meetings
board
directors
may
The
called
the
board
directors,
chairman
the
board,
state
or
by
of
of
be
the
president.
of
of
notice
a special
meeting
of
the
directors
shall
the
date
and time
Unless
of
the
the
and,
meeting
required
byis
not
exclusively neither
telephonic,
place
the
if
meeting.
be
to
be by at,
the
otherwise
law,
business
transacted
nor
the
purpose
or of
any regular
special
meeting
the
board
directors
need
given
specified
in to
theor
of
of
of,
the
or
notice persons person

written.
waiver
notice
such
meeting.
Notice
shall
person
authorized
call
such
meeting,
call
secretary
the
direction
or
to
persons
authorized
such
meeting.
The
notice
may
be
oral
byor by
in or is
orIf or to
notice
orally communicated personal secretary
person sent
telephone
director telephone
director's
the
director's
electronic
mail, notice
of
to
the
is
wireless
equipment, mail
which
transmits telephone
a facsimile
the
or
electronic
designation
number
timely
appearing sent
on
the
records
be
the
corporation,
( 24)
the hours
notice
prior
a meeting
theno
of
toof
if
shall
later
than sent the
for
the
the or
the
of
or
by
to
at
the
be
of
the
twenty-four
time
such
meeting. ofthe
notice
of to
courier notice the
the
director's shall
address
appearing
no on
the
records than
corporation,
3)
be
a meeting
for set
timely
sent
later
three mail
full
days
prior
by
time
such
meeting.
the
notice
sent
to
is
If
the
director's
address
on
5)of
setof
appearing
the
records
five (
corporation,
notice time
a meeting for such
be
the
the
shall
timely
no
sent
later
than
full
days
to
if
prior
the
meeting.
of
Section
4.5
Waiver
Notice.
Any
director
may waive
of
notice
any meeting
ofthe
at
to
be
any time.
Whenever
pursuant
any notice
in to
is
required
given
any
director
corporation
director,
applicable
law, a waiver
thereof
writing giving
signed
by
to
the
be
entitled
notice,
shall
deemed
shall
of
to
to
the
equivalent
constitute
notice.
The meeting
of
at
of
of
attendance except
director
a meeting
a waiver
notice
the
where
a director
attends
a meeting
for the
express purpose
objecting
of
the
is
transaction
any business
because
meeting
not lawfully convened.
A
is
the
director
to
of
waives
within objects
at
objection the
consideration
a particular
matter
a meeting
that
not
or
it is in
the
purpose considering
purposes the matter
described
meeting
notice,
unless
director
to
when
presented.
Section
4.6.
Quorum.
with these
A
of
majority
number
directors
specified
in
or to of
fixed
accordance
bylaws
shall
constitute less
a quorum a majority
for the
shall
transaction attend a
at
any business
meeting, time
any meeting
If
directors.
than
of
the
a majority
further
directors
present
may
the
adjourn
meeting
from time meeting
at
without
notice,
and a quorum
present
such
adjourned
transact
business.
2-
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45
21-
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of
the
to
of
may
to
if
by
set
the
is
If
Return
WMIPC_500002099.00083
CONFIDENTIAL
of
is
Section the affirmative
4.7.
Manner
If
Acting.
a quorum
present
when
a vote
is
taken,
of
of
of
vote
a majority
directors
present
the
act
the
board
directors.
by
Section
4.8.
Participation
Conference
Telephone.
Directors
may
the
or
participate
a regular
of,
special
meeting
all or
in
of
the
board
by,
conduct
directors
meeting
through
the
use
any means
during the
communication and
the
by
of
which
participating shall
can hear each

constitute
other
meeting
by
participation
such
means
in
presence
person
at
meeting.
of
at
of
is
Section
4.9.
Presumption
Assent.
director
who
present
a meeting assented
to
the the
board
action
directors
which
such
be be
action
taken
shall shall
presumed
have
to in
taken unless
unless
director's shall
dissent
entered
the
minutes
action
of
the
the
his
or
meeting
person
such
director
file
written
dissent
such
with
acting
secretary
the
meeting
mail
before the
adjournment
thereof
or
as
of
shall
by
to
forward
such
dissent
after
registered
the
secretary
of
the
corporation dissent
shall
ofof
immediately
adjournment
meeting.
action.
Such
to
the
right
not
apply
a director
who voted
in
to
favor
such
Section
4.10. taken
Action
Board
Without
the
a Meeting.
Any
action
permitted without
if to
be
at
of
of
required
a meeting consents before
board
forth
directors
may
be
taken
shall
or
so
meeting
one
more
setting
the
action
taken,
the
directors,
either
after
action
taken,
and
delivered form,
corporation. electronic Business effective

later
Such
consents
may
forth
a tangible
written under taken the
or orin
transmission Corporations
any other
other
form then
allowed
Action
bythe
Washington
consent
Act
applicable the
law.
when
the
date.
last
director
executes
consent,
unless
consent
is
a not less
effective
of an by
Section
4.11.
Audit
shall
Committee.
elect
The
their
C<at
board
directors,
any regular
JfiTmitteeof
of
meeting
than
the
Board,
from
number
Audit
the
of
three
members, Board
none
whom
shall
employed
that
corporation.
At
be
be in to an
executed
be or
by
the
all
in
set
specifies
least
of
annually the
the
Directors other
shall
determine
each
Committee
member
the
Audit
that
has
in
independence
and
qualifications the Board,
inset
forth
the
Charter
as
by
of
or
a
by
the the
Committee Board
approved
with
and
any supplemental
statements
to
may
The
of
the
adopt
regard
composition
the
Committee.
Audit
Committee
functions Board,
shall
have
thethe
authorities
and
the
responsibilities
and
shall
perform
specified
Charter
Audit
that
Committee,
the
in
by
approved
adopt with
the
and
the
any supplemental
statement
Board
may
to
of
the
regard
functions
Committee.
2-
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as
in
of
the
to
of
at
is
of
is
Return
WMIPC_500002099.00084
CONFIDENTIAL
of
Section regular
4.12
Human
the
Resources
shall shall
Committee. from
not
their
The
at
board a
directors
any
of
meeting which
board,
elect
number
three
Human
Resources
of
Committee
committee
have
less
than
members,
none
whom
have
the
by
be
the
shall
employed and
corporation.
The Human
and
shall
Resources
the
Committee
shall
authorities
responsibilities
perform
functions
specified
Charter
the
Human
statement
Resources
Committee,
that
approved
the
Board,
and
to inin is at to
the
as
by
of
any
the
or
supplemental
resolution
the
Board
may
adopt
with regard
of
the
functions
Committee.
of
Section
4.13. board,
Governance
shall elect
Committee. from
their
The board
at
directors,
any regular none
of
meeting
the
number
a Governance corporation.
Committee, Governance and
the
members
shall
which
the
shall
employed
by
be
of
of
the
The
Committee perform approved Board

the
have
composition,
authorities
and
the
responsibilities
shall
in to in
functions the Board, with
specified
the
Charter
Governance
Committee,
that
and
any supplemental
statement
or
by
resolution
of
the
may
adopt
the
regard
functions
Committee.
of
Section
4.14. board,
Finance
shall
Committee.
elect
The board
number
at
directors,
any regular
ofof
the
meeting
majority
from
their
a Finance
shall
Committee.
A
the
be
of
the
members
board,
the
Finance
the
Committee
not
officers
of
as
the not
of
corporation. consultation
The
with
upon
recommendation
Officer,
shall
the
Governance
a chairman
Committee
the
Chief Executive
appoint
shall
who
of
an
officer
the
corporation.
The Finance
the
Committee
have
the
the
authorities
and
in
responsibilities
and
shall
perform
functions board,
specified
Charter
of
the
Finance
Committee,
that
approved
the
and
toin
as
by
any supplemental
statement
or
of
the
resolution
the
board
may
adopt with regard
functions
Committee.
Section regular Relations Corporate
4.15.
Corporate the board,
Relations
Committee. from among
The board _ ofdirectors,

their
the
any
of
meeting
may
shall
elect
numbeTa
Corporate
of
Committee
Relations
which
the no
consist
fewer
than
two Directors.
authorities the Charter
The and
Committee
shall
shall
have
composition,
in
responsibilities
and
perform
the
functions
specified
of
the
Corporate
Relations
Committee,
approved
that
the
Board,
and
in
as
by
any
regard the
or
supplemental
statement the
resolution
the
Board
may
adopt with
of
functions
Committee.
of
Section
4.16.
Corporate
Development
Committee. from among
The
their
board
directors,
of
the
any regular Development

less
meeting
board,
may
elect
number
a Corporate
of
Committee, which
directors.
shall
consist
the
Chairman
of
the
Board
shall
and not have
than
two other
The and
the
Corporate
Development and
shall
Committee perform
the
the
composition,
authorities
responsibilities
functions
as
specified
Charter
Corporate
Development
Committee,
approved
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of
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in
of
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WMIPC_500002099.00085
CONFIDENTIAL
or
in
the
Board, with
and
any supplemental
statement
resolution
that
the
Board
may
to
of
adopt
the
regard
the
functions
Committee.
thein
or of by
the
Section specific governed
4.17.
Committee Procedures.
Except
provided
the
bylaws
shall
of
of
of
the
the
resolutions
Board
Directors, meetings,
committees
action
Board
the
by
the
same and
rules
regarding
without
meetings,
notice,
as
waiver
notice,
quorum
and
to
of
voting
requirements
applied
Board
Directors.
Section written notice
4.18.
Resignation.
Any
the
director
may
resign
any time
secretary,
by or of
atthe at
delivering
to of
of
the
the
chairman
the
board,
president, oral
or
by
the
registered directors time
office
corporation,
giving
notice take
any meeting
or
shareholders.
therein,
Any
thethe
such resignation
at
shall
effect
any subsequent
thereof not and, unless
or if
is
specified
time
not
specified,
upon
delivery
of
otherwise
specified
therein,
acceptance
such
resignation
be
shall
necessary
to
it
make
effective.
the
ofof
Section
that
4.19.
Removal.
a meeting
shareholders
called
expressly
or
the
purpose,
any director
entire
board
directors
may
be
removed
entitled
from
office,
by
to
of
of
of
with
cause,
a vote
the
holders
a majority
the
shares sought.
then
vote
or
an
election
ofthe
director
directors
directors
whose removal
the
board
or
or
so
of
is
If
directors
this
anyone
more
removed,
new
directors
may
elected
same
meeting.
on
Section
resignation,
4.20.
Vacancies.
by of in
vacancy
existing
directors
the
board
directors
may
occur
or
of of an
or
removal
directors
death the
director,
reason these
of
increasing
as
number
board
provided
bylaws.
Except
may
limited
articles
incorporation, vote
any vacancy
occurring
board
by
toof
of
directors
may
less
filled
the
affirmative
four- fifths
fill
the
be
remaining
directors
though
than
a quorum.
director
elected next
a vacancy
shall
elected
for
be
of
of
term
office continuing
only until
the
election
directors
bY= shareholders.
one
the
vacant
classes
office was
or
by
by
of
If
held
a director only
elected
holders
more
toor
to of
or
of
authorized
series
shares,
holders
those
classes
series
are
shares
entitled
vote
the
fill
vacancy.
of
of
By
Section
directors
4.21.
Compensation.
a fixed
resolution
the
board
any,
directors,
paid
plus their
expenses,
thereof,
if or
may
sum
attendance salary
meetings
the
board
shall
directors
committee
a stated
No
such payment
capacity
preclude
any director
from serving
corporation
other
and
receiving
compensation
therefor.
of
Section
4.22
Chairman
Board.
The
the
Chairman
shall
preside
at
the
In
of
of
of
the
the
board
the
directors.
absence
select
Chairman
and
the
Chief Executive
Officer,
directors
present
may
to
inas at the
or
of
of
for
be
director.
the
any
meetings
someone from
their
number
preside.
2-
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of
The
the
as of
a
by
on
of
in
be
of
the
the
at
the
is
be
at
for
At
the
be
in
as
Return
WMIPC_500002099.00086
CONFIDENTIAL
as
by
Chairman
directors.
shall
perform such other
duties
may
assigned
board
ARTICLE
OFFICERS
in
Section
5.1.
Ranks
and
Terms
Office.
The
of
officers
the
corporation a
shall
a Chief Executive Auditor,
Officer,
a Chairman, Officer,
a President
of
be
the
Corporation,
General
a Chief Financial Senior Executive
a Controller,
and
such
Vice Chairmen,
Group
Senior
Presidents,
Vice Presidents,
Executive
Vice Presidents,
or
as
of
appoint.
the
be
Vice Presidents,
First
Vice Presidents
Vice Presidents
the
board
or
as
directors
may
or
may
designate
and
elect,
such
other
officers Officer
board
of
the
directors
designate
and
elect
the
Chief Executive
may
designate
and
of as in of
Section corporation general
5.2.
Chief Executive
direct
Officer.
The
Chief Executive
Officer
shall
have
supervision supervision
and management and management
affairs
and
powers
and duties
of
usually
vested
the the
to
of
Chief Executive corporation.
Officer
a corporation,
subject
the
Bylaws and policies

such other duties
the the
of
its
of or
and
the
The
the
Chief Executive
Officer shall
perform
may
of theby
of
In
of
assigned duties
board
the
directors.
the
shall
absence
Chief Executive
Officer, the
by
of
Chief Executive
Officer
assumed
the
President
in
Corporation, designated
and
their
absence
such duties
shall
assumed
by
be
a person
or
by
the
Chief Executive
Officer
the
board
of
directors.
the
be
Section
5.3.
Chairman.
The Chairman
shall
shall
preside over
over
meetings
of
board
directors.
The Chairman
duty
shall
preside authority
meetings
of
the
all
the
shareholders,
which
the
the byInor as as
be be to ofset
include other
adjourn
such
meetings.
in by
Chairman
directors procedural the
shall
perform such
duties
may
may
the
assigned
forth
the
board
policies
or
directives duties
corporation.
event
Cha-
n--
Chief Executive
Officer,
the
of
the
the
man'sincapacity,
or,
Chairman's
ofthe
shall
assumed
the
the
Chief Executive the duties
Officer
in
be
event
Chief Executive
Officer's
incapacity,
ofthe
Chairman such
by
assumed
President
Corporation,
and
board
in of
be
of
the
their
absence
duties
by
shall
assumed
a person
designated
by
be
the
directors.
of
Section
shall
5.4.
President
the
Corporation.
The
the
President
of
the
Corporation the
as
perform
such
duties
may
by
be
assigned
Chief Executive and procedural
Officer
or
in
as
be
of
of
and
the
shall
of
The
Chief
all
be by of
board
directors,
may
set
forth
the
policies
directives
the
corporation.
Section maintain
5.5.
General
audit
Auditor.
The
the
General
Auditor
liabilities
shall
supervise
of
of
continuous
control
assets
and
the
corporation. with
shall
responsible
only
shall
the
board
directors duties
in as
to
be
of
He
coordination
be
Executive
officer.
He
perform
such
other
may
to
assigned
him
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WMIPC_500002099.00087
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or
Chief Executive
Officer
that
President
Corporation the
from time
to of of
of
the
the
the
time,
to
only audit
the
extent
such
other
duties
not
compromise
independence
control.
Section corporation corporation's instruments
5.6.
Chief Financial the
Officer.
The
Chief Financial
Officer ofthe
of
shall
have
power and duty

retention
supervising
and managing
loans
acquisition, ( including
and disposition
of
securities,
and
the
financial
in
to
not
the
but
limited
corporation's
investments supervising the
and loans
to
the
corporation's
subsidiaries), reporting,
the power
and
duty general
corporation's supervision corporation, Financial directors Officer,
financial
and the other

vested
of
powers
and
duties Officer
and
management
usually
in of asthe
the
Chief Financial corporation.
to
the
subject
Bylaws and policies

other
The
Chief
by
of
officer shall shall
do
Officer shall
perform such
duties
may
assigned
the
board
or
by
In
Chief Executive
Officer.
absence
of
the
the
the
Chief Financial
the
duties
the
Chief Financial
their
Officer
shall
assumed
by
be
of
the
Controller a person
the
corporation,
and
absence
such
duties the
shall
assumed
or
by
designated
the
Chief Executive
Officer
board
of
directors.
Section
5.7.
Controller.
shall
The
Controller
be
shall
the
chief
accounting
of
of
by
in
of
be
the
corporation
and
have
supervisory budgeting
control and
direction
the
general
accounting, the custodian
accounting
procedure,
and
general
bookkeeping,
and
of
the
general
accounting
books,
records,
forms and papers.
He
the
as of
also perform Executive President,
such
other the
duties
may
the
assigned
from time
time
by
to
be
Chief
Officer,
President
Corporation,
a Vice Chairman,
Executive
a Group
or
or
only
a Senior
Executive the
Vice President and procedural
Vice President,
the corporation,
may
the
forth that
policies
directives
extent
such
other
duties
not
compromise
independence
of
the
do
audit
control.
Section Presidents, Senior duties
5.8.
Vice Chairmen,
Group
Presidents,
Senior
Executive
Vice
Executive
Vice Presidents.
Any Vice Chairmen,

Vice Presidents
G:
rfffipPresidents,
Executive
Vice Presidents,
assigned
Executive
shall
perform
Officer
such
or
may
from time
time
the
Chief Executive
or
as
by
to
be
the
of of
President
directives
the the
Corporation, corporation.
may
in
as
be
set forth
the
policies
and
procedural
Section Presidents.
5.9.
Senior
Vice Presidents,
First
First
Vice Presidents
and
Vice
shall
Senior duties
Vice Presidents,
Vice Presidents
and Vice Presidents
as of
by
be
to
perform
Officer, Senior
forth
such
the
may
the
assigned
from time
a Vice
time
the
Chief Executive President, a
President
Corporation,
Chairmen,
Group
or
or
as
be
Executive
Vice President
a Executive
directives
Vice President,
may
in
policies
and procedural
of
the
the
corporation.
Section
5.10.
Secretary
and Assistant
Secretary.
The
Secretary
shall
of
of
of
of
the
all
the
minutes
meetings
the
board
directors
and
shareholders.
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set
keep
He
as to
in
be
an
of
set
be
of
be
Return
WMIPC_500002099.00088
CONFIDENTIAL
or
as
by
shall
give
such
notices
the
directors
may
required
law
by
to
be
these
contracts,
to of
He
the
Bylaws.
papers other the
shall
have
if
custody
the
corporate
seal,
any,
and the
and
duties
documents
He
the
belonging assigned
corporation.
shall
also perform
such
Officer,
as of
by
to
may
the
from time
a Vice Executive
time
the
be
Chief Executive President,
President
Corporation,
Chairman,
the
a Group
a Senior
forth
or
Inor
Executive
Vice President and

the procedural
Vice President,
corporation.
shall
may
upon
of
of
the
policies
directives
the
absence
beof
Secretary, Secretary
powers
and
duties
the
Secretary
devolve
an
Assistant Officer.
or
as
such
person
shall
designated
by
the
Chief Executive
Section
5.11.
Combining from such such
Offices.
An
the
officer
who
holds
one
office
may, with
directors
or
by
the
in
Vice from
as
an
be
set
without
resigning
existing
office,
office,
elected
the
board
in
to
of
hold,
addition
existing Executive
office
Chairman,
Vice Chairman,
First
Group
President
Senior
Vice President,
officer
Senior
Vice President,
or
President resigning
Vice President.
such existing
An
who
holds
one office may, with
or
without
by
from
office,
appointed another
the
Chief Executive than
Officer
in
to
hold,
addition
such
existing
office,
office other
office
Chairman,
Senior
Vice Chairman,
First
Group
President
Senior
Executive
Vice President,
Vice President,
Vice President
or
Vice President.
Section
5.12.
Other
Officers.
The
other
Officers
shall
perform
such
as
by
of
may
assigned a
the
Chief Executive President,
Officer, the Executive
President
the
be
Corporation,
or
a Vice
Chairman,
Group
a Senior
Vice President
policies
or
in
as
be
set
Executive
directives
Vice President,
may
the
the
forth
and procedural
designate
of
the
corporation.
The
Chief Executive Chief Executive
Officer
may
such
as
to
an
functional time
titles
officer,
Officer
deems
appropriate
to
time.
Section
5.13.
Official Bonds.
The
corporation
may
which
of an be
indemnified
officer,
in
an
of
the
duties
the
or
to
the
be
byof
event agent
the
dishonest
conduct
fidelity
unfaithful
performance
for
employee,
by
a corporate
bond, the premiums
ma~ aid
corporation.
ofof
Section Executive President,

officers,
5.14.
Execution President
Contracts
and
Other
Documents.
The
Chief
or
the
Officer,
the
Corporation,
any Vice Chairman,
Group
or
Senior
Executive
Vice President
may from who

shall
to
time
time designate
or
employees
agents
the
corporation
have
authority
to
of
sign
of
deeds, other
contracts,
satisfactions,
releases,
and assignments
mortgages,
and
the
or
or
documents
instruments
writing
made
executed
corporation.
by
in
to
be
Section delivering
5.15.
Resignation.
Any
officer
may
resign the
any time
written
notice
orto
the
Chief Executive giving oral notice
Officer,
President,
the
by
at
Secretary
or
by
of
at
of
the
board
directors, shall
any meeting
time
the
board.
such
resignation
take
effect
any subsequent
specified
or if
at
all
the
Any
the
therein,
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to
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WMIPC_500002099.00089
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not
is
time the
specified,
upon
delivery
thereof
shall
and,
unless
otherwise
specified
therein,
to
of
be
acceptance
such
resignation
not
necessary
make
it
effective.
of
Section directors
shall
5.16.
Compensation
Officers
and
Employees.
fix
The board
of
compensation
officers
and
may
compensation
of
fix
other a salary
employees
from time
time.
No
be
to
officer
shall
prevented
from receiving
the
corporation.
by
of
reason
the
fact
that
such
officer
also a director
by
of
of
is
Section corporation Executive
5.17.
Voting
this
Shares
Held
Corporation.
Shares
of
another
or
in
by
by
held Officer,
corporation President
may
voted
person
proxy
by
be
the
of
Chief a All
by by
by by
the
the
Corporation,
President,
a Vice
Chairman, Vice
Group
President,
a Senior
Executive
Vice
an
Executive
or
by
President,
a Senior
Vice President.
ARTICLE SHARES
for
VI
of
Section
6.1.
Certificates
Shares.
The
shares
the
corporation
may
the
of by
in
as
by
represented Signatures
certificate registrar, certificates shall
certificates
such form
prescribed
certificate
the
board
of
directors.
on
be or
the
the
corporate
officers
may
agent,
facsimiles
registered
manually
than
if by
on
of
is
signed
behalf
a transfer
or or an
the
other
shall
corporation
itself
employee
ofthe
corporation.
be
consecutively
numbered
otherwise
identified.
All certificates
or
bear
such
legend
legends
prescribed
the
board
or
as
by
of
directors
these
bylaws.
of of
Section
6.2.
Issuance the board
Shares.
Shares
the
corporation
be
of
shall
issued the
be
only
shall
when
by
authorized
directors,
which
authorization
shall
include
to
consideration
received
for
be
each
share.
as
Section
6.3.
Beneficial
Ownership.
Except
otherwise
permitted
by
these
in
the
bylaws,
person
whose name shares
on
stand
the
books ofthe
for all
corporation
by
be
to
be
by
the the the
of
deemed
the
corporation
the
owner
the
thereof
purposes.
The board
by
of
directors
may
adopt
resolution
a procedure
whereby
for
a shareholder
ofin
corporation registered
may
certify
writing
corporation are held
that
a portion
ofthe
or
to
all
shares
in
name
the
such
shareholder
account
of
the
the
a specified
or
by
person such
persons.
Upon
set
of
the
receipt
corporation
a certification
complying with
procedure,
persons
specified
certification
shall
deemed,
ofor
in in
to
of
purpose
purposes shares
forth
certification,
the
holders the
record
number
of
specified
place
the
shareholder
making
certification.
of
of
by of
the
of
the
be
for
in
be
the
Section
6.4.
Transfer
Shares.
Transfer
shares
corporation
shall
by on
of
made
thereof
only
the
stock
transfer
books
the
corporation furnish
the
holder evidence
of
record authority
or
his legal
representative
who
shall
proper
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be
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WMIPC_500002099.00090
CONFIDENTIAL
or
by
by
transfer,
his attorney with the
thereunto
authorized
power
of
to
attorney
duly
executed
and
filed
secretary
corporation,
surrender
for
of
on
the
cancellation
for
certificate
shares.
All certificates
surrendered
corporation the former
be
of no
transfer certificate
shall
canceled
and
new
be
certificate shall
shall
issued
until
for a like
number
shares
have
been surrendered
and canceled.
or
for
to
of
the
the
the
Section mutilated indemnity
6.5.
Lost a
Destroyed
certificate
Certificates.
case
a lost, such
destroyed
certificate,
new
may
be
issued
therefor
upon
terms and
as
of
to
the
corporation
the
board
directors
may
prescribe.
Section the
principal
6.6. office
Stock
Transfer corporation
Records.
The
the
stock
transfer
books
the
shall
kept
or at
of
the
of
office
the
corporation's
transfer
or
to
agent
registrar.
The name and

certificate,
address
ofthe
person
class,
whom
shares
be by
of
represented
issue, shall
any
together
with
number
shares
and date
entered
the the
stock transfer
books
the
corporation.
Except
the
in
in
on
as
of
on
of be
the
provided
these
shall
bylaws,
person
whose name
shares the
stand
books
for all
by
be
corporation purposes.
deemed
to be
the
corporation
owner
thereof
of
Section
6.7.
Uncertificated
Shares. entry
The
shares
the
Corporation
may
or
by
in
in
the
of
the
the
issued
uncertificated
book
the
form
manner
prescribed
be the
board issued
of
directors.
Without
limiting
foregoing,
shares
the
Corporation
may
or as
in
in
uncertificated
book
entry
form
connection
with
new
share
issuances,
in
of
of
transfer
shares
provided
lost,
Section
6.4
these
bylaws
and the
replacement
or
shares Section
represented 6.5
destroyed
mutilated
certificates
provided
of
these
bylaws.
ARTICLE
VII
-
SEAL
This corporate corporation the
seal
need not have
inthe
If
'.'
C;;;~'-"-"-,-
a corporate
seal.
directors
adopt
be
of
in
by
as
seal,
the
corporation
state
shall
circular
form and consist and

the
of
name
corporation, Seal."
and year
of
the
the
incorporation,
words
" Corporate
ARTICLE INDEMNIFICATION
VIII
OF DIRECTORS,
OFFICERS,
EMPLOYEES AND AGENT

Section
8.1. Director's
of
that
Right
Indemnification. a party threatened
Each
person
who was
as or is
made
a party
threatened
made
or is
to be
to
involved
suit
( including,
without
or or
limitation,
a witness) criminal,
any actual
or
in
action,
proceeding, ofthe
fact
by
whether
civil,
administrative
investigative,
reason
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he
or is
To
of
of
the
at
be
or
In
of
the
Return
WMIPC_500002099.00091
CONFIDENTIAL
he or
or oris or
she
was
atof
or
or,
is
a director serving
the
corporation request
being
having
been
such
a director,
officer, trust
or
she
was
ofthe
corporation
as
the
a director,
or
employee
other the
agent
another
corporation with
in of an to
a partnership, employee
official
joint benefit
venture, plans,
enterprise,
including proceeding while
service
respect action
whether
basis
such
alleged
capacity
a director
as
any other
be
capacity
serving
a director,
liability
shall
indemnified
( including
and held
attorneys'
harmless
fees,
by
all
the
corporation
fines,
against
expense, taxes
and
loss
or
judgments, settlement) therewith;
ERISA
and
excise
penalties
and amounts
paid
actually provided, account
reasonably
that (
incurred
suffered
such person
a)
the
however,
corporation
shall
not indemnify adjudged
or
or
on
in in
or
by
to be
connection
any person
of in or
from
any
acts
omissions violation
of of
such the
person
finally
intentional
misconduct
the person
knowing
law
orof
or
such
person,
from
it of is or
or
of
conduct
violation
RCW
23B. 08.310,
adjudged
from
of
on
account
to
transaction received
entitled,
with
respect
which
finally
that
such person
such person
personally
in
a benefit
money, property,
to
services
which
with
was not
b)
as
in
and
except
rights
provided
subsection
respect
shall
(
to
8.3
proceedings
to
to
the
seeking person
initiated
enforce
indemnification,
corporation
indemnify
any such
seeking
indemnification
connection
with
a proceeding
part
or
in
part
thereof)
of by
or
be
any
legally
to
such
person
only
such
proceeding
thereof)
was
shall
authorized continue
of to
board
directors
corporation. a director
Such and
indemnification
to by
its
if
as
her
the
the
person
heirs,
who
has
ceased
shall
inure
benefit
or
his
to
be
of
the
executors
and
administrators. further
the
Washington
Business then
Corporation
Act
to
of
amended
corporation Business
authorize
indemnification
of
directors,
directors
the
by
to
be
the
shall
indemnified
the
fullest
extent
permitted
Washington
as
so
Corporation
Act,
amended.
Section
8.2.
Director's
Burden
of
Proof
and
Procedure
For
Payment.
a)
to
of be in
The
for
claimant
shall
presumed
to
be
entitled
indemnification action brought
in
under enforce
final
this
Article
upon submission
expenses the incurred
a written
claim ( and,
a claim
defending
any proceedin~ advance

tendered
b)
in
disposition,
where
undertaking the
below has been have

the
to
the
corporation)
and
thereafter
corporation
shall
burden
to
of
proof
overcome
presumption
that
claimant
so
is
the
the
entitled.
b)
of
paid
to is be to of by
to
an
The
right
indemnification
shall
include
the
right
the
corporation
final
the
expenses provided,
incurred however,
defending
any such proceeding
ofits
disposition;
that
payment
into in be
in
advance
the
of
the
such
expenses
advance
final
disposition
a proceeding
shall
made
only upon
director,
delivery
or by be or
if of it an
all to
of
the
on
be
of
to
corporation
undertaking,
shall
behalf
such
repay
amounts
so
advanced
ultimately Article
determined
that
such
is
director
not
entitled
indemnified
under
this
otherwise.
to
of
Section
8.3.
Right
Claimant
Bring
sixty
If
Suit. ( 60)
a claim under
after
this
Article
by
in
the
not paid
full
corporation
within
days
a written
claim has
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or
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WMIPC_500002099.00092
CONFIDENTIAL
in
by
been
of
received
the
corporation,
except
the
case
a claim for expenses
incurred
in
in
defending
a proceeding
advance
( 20)
in at
of
its
final
disposition,
which
case the
thereafter
be
applicable bring
suit
period against
shall
twenty
days, the the
claimant unpaid
may
any time
or in to
of
the
corporation
recover
amount
the
claim and,
in
of be
thethe
extent
successful
whole such
part,
claimant
be
to
the
shall
entitled
paid
also
of
orthe
expense
its
prosecuting
claim.
Neither
the
failure
corporation
legal
of
( including
board
directors, prior
shareholders the
independent
counsel)
that
have
made a
determination
commencement
advancement
of of by
to
such
action
of or
or
to
to is
the
Articles
trust
indemnification
reimbursement
nor
its
expenses the
the
claimant
in
proper
the
circumstances
an
actual
determination independent
corporation
that
( including
is its
board
not
directors,
shareholders
or
of
its
legal
counsel)
the
claimant
or to
to be
or
entitled shall
indemnification
reimbursement
advancement
the
that
or
to
of
the
to
loss
expenses not
a defense
the
action
create
a presumption
claimant
so
entitled.
Section
8.4.
Nonexclusivity
Rights.
The
into of
of
right
indemnification
and
final
in
of
of
payment
disposition
expenses conferred
incurred
defending
shall
a proceeding
advance
orin
be
this
Article
not
exclusive
any other
provision
its
right
which
any person
may have
hereafter
acquire vote
under
any
of
statute,
the
or
Incorporation,
Bylaws,
agreement,
shareholders
disinterested
directors
otherwise.
Section maintain
8.5.
Insurance,
Contracts
and Funding.
itself
The corporation any

director, joint
may
employee
at
to
its
insurance, ofthe
expense,
protect
and
officer,
or
or
agent
corporation against
another
corporation,
partnership,
loss,
venture,
or
other
enterprise the
any expense, indemnify
liability
whether such
or
not the
corporation
would have under

the
power
such
person
against
expense,
liability
Washington
action,
Business
into
Corporation Act. with create
The
corporation
may, without
or
in
or in or
to
any
shareholder the
enter
contracts
such
director
officer
furtherance
interest
provisions
this
Article
and
may
a trust
fund,
grant
a security
use other
means
( including,
without
limitation,
a letter
of
credit)~ sure
the
as
payment
such
amounts
may
necessary
effect
indemnification
as
of
to
be
provided
in
this
Article.
of
of
Section Corporation.
8.6.
Indemnification corporation disposition

shall
Officers,
Employees
and Agents and
the
The
the
provide
indemnification
pay expenses and
to
of
of
in
this shall
advance
the
final
a proceeding
officers, joint
employees
venture the
agents other
or the
corporation with
another
corporation, scope
partnership,
trust
or
enterprise
same
and
effect,
and
observing
same
procedures,
of
to
the
the
provisions
this
Article
with
respect
indemnification
and
advancement
of
of
of
expenses
directors
the
corporation.
Section
8.7.
Contract
Right.
The
to
rights
indemnification
conferred
to ofor
be
Article not
shall
a contract
right
and
any amendment
repeal
of
this
Article
or
of
adversely
affect
any
right
protection
a director
corporation
for
the
with
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CONFIDENTIAL
or
or
of
to
respect
any
acts
omissions
such
director
officer
occurring
to
prior
such
amendment
or
repeal.
Section thereof
this shall
8.8.
Severability.
any provision
to of
If
this
AJ.- ticleor any application law, the remainder other law,
or
as orbe to
invalid,
unenforceable
contrary
applicable
Article,
the
application
such
provision
persons
or
of
to
circumstances
or
than
shall
those
which
it is
held
invalid, shall
unenforceable
contrary
to
applicable
not
affected
thereby
and
in
be
continue
full
force and
effect.
ARTICLE
BOOKS AND RECORDS

The
stock corporation books, such
shall
IX
keep
correct
and
complete
books and
shareholders
records
of
account,
of
of
transfer
minutes
the
proceedings
and the
board
directors
and
other
records
may
necessary
or
as
be
advisable.
ARTICLE
FISCAL
YEAR
the
of
the
The
fiscal
year
corporation
be
shall
calendar
year.
VOTING
ARTICLE OF SHARES OF ANOTHER
XI
CORPORATION may
voted
ofby
Shares Chief Executive
another Officer,
corporation
held
this
corporation
by
be
of
the
by
by
the
the
President
Corporation,
the
Senior
Executive
or
or
by
by
Vice
President,
Executive
Vice
President,
a Senior the
Vice President,
dir~ s
toby
proxy appointment
shall
form executed
person
any
vote
them,
unless
by
of
resolution
designate
some other
the
shares.
ARTICLE
XII
AMENDMENTS
be
These bylaws
the
board
TO BYLAWS
or
may
altered,
amended
repealed, concurrent
and
new bylaws
may
by
to
of
or to of of
the
adopted,
directors,
subject
power
shares
by
at
shareholders,
least
two- thirds
affirmative
vote
of
the
the
the
corporation
entitled
vote
thereon,
alter
amend
or
to
to
repeal
these
bylaws
adopt
new
bylaws.
2-
DOCSSEA/
66644.1
21-2003
10:
45
be
by
an
of
its
of
.
Return
WMIPC_500002099.00094
CONFIDENTIAL
EXHIBITB2 EXHIBIT B-2 Amendments Amendments

to Bylaws to Bylaws
17357747
17357747
WMI Assistant Secretarys Certificate WMI AssistantSecretary's Certificate
Return
WMIPC_500002099.00095
CONFIDENTIAL
WASHINGTON
AMENDMENTS
(
MUTUAL,
as of
INC.
TO RESTATED
( effective
BYLAWS
June 17, 2003)
and, within restatement eac; h article,
Amendments
after
the most recent
the bylaws, organized
organized according
chronologically)
to
the affected
article
of
Date 07/ 19/ 2005 09/ 16/ 2003
of
Article/
Sec.
Effect
Amendment
Amendment
ARTICLE
II
NUMBER
OF DIRECTORS
of
of
The
board
(
directors
this
corporation
shall
consist
fourteen
14) directors.
ARTICLE
II
NUMBER
of of
The
board
directors directors. thirteen
( 13)
OF DIRECTORS
this corporation shall consist
5.3
of
of
ARTICLE
Section
V
5.3
16/
Section
over
Chairman. The
Chairman
shall
preside
09/
2003
meetings
with shall
the
board 3.13 over
ofof
directors.
accordance Chairman
Section
preside
these
bylaws,
In
of
all
the
meetings
include
of
all
the
shareholders, adjourn such
which
duty
shall
the
authority
by to
or
meetings present such
without
any
action
vote
at
shareholders
shall
such
duties the
meetings.
The
Chairman
as
perform
other
may
assigned
Officer,
the
board
directors
Chief
Executive Except
inas
may
Section
set forth
these
bylaws.
of as
in
be
set forth
in
of
the
3.13
these
bylaws, the
event
duties
the
Chairman's
incapacity,
Chairman's
Officer
shall
or,
assumed
the
Chief
Executive
Officer's
in
by
the
event
of
the
Chief
Executive
incapacity,
the
duties
by
be
the
Chairman
shall
assumed absence
the
President
duties
of
the
in
Corporation,
and
their
such
shall
by
by
assumed
directors.
a person
designated
the
board_
.=--
of
of
be
of
be
or by
or
of
be
the
ARTICLE
Section
V
5.4
Section
President
5.4
President
the
the Corporation.
shall
The
duties
09/
16/ 2003
of
Corporation
perform Executive
such
as
by
may
board
assigned
the
Chief
Officer
or
the
a committee
of
directors.
Article
V
5.6
or
be
Section
Financial
5.6
Chief Financial Officer.
The have
Chief
09/
16/ 2003
of
the
Section
Officer
corporation
shall
the
power
and duty
acquisition,
of
supervising
retention
and managing
disposition
( including
the
corporation's
and
of
securities, limited
loans
and
financial
instruments investments
subsidiaries),
but not
to
the
in
corporation's corporation's supervising other
and
loans
to
the
the
power
and duty
reporting,
the
corporation's
financial
of
general
powers
and duties
supervision
and
DOCSSEA/ iD220.1
of
and the
of
Return
WMIPC_500002099.00096
CONFIDENTIAL
Washington
Mutual,
Inc.
to
Amendments
--
Bylaws
Page 2
of
Article/
Sec.
Effect
Amendment
Date
Amendment
management
usually
vested
in
the
Chief
Financial subject
Officer
to
a corporation, Bylaws
subject
the
limits
Bylaws
and,
by to the
as
these
and
such
may
from time
to
or
by
of
be
established
board
directors that
or
of
committee
directors
directors
officers
the such
board
limits.
to
has
authorized
Officer
establish
of
The
to
of
time
Chief
Financial
shall
perform such
other
duties
or by of In bythe of
or
by
be
of
may
assigned
Officer
board
directors
Executive
officers
a committee
directors
directors
that
the
board
has
authorized the
Chief
assign
Officer,
such
the
duties. duties
the
absence
of
Financial shall
or the to
Chief
of
the
Chief
Financial
Officer
by
assumed absence
designated
directors.
the
be of
Controller shall
the
corporation,
and
in
their
such
duties
assumed
by or
a person board
by
Chief
Executive
Officer
Section
chief
5.7
Controller.
The
Controller corporation
shall
the
16/
ARTICLE
Section
V
5.7
be
of
the
the
be
as
09/
2003
of
accounting supervisory
officer
the
and
the
shall
have
control
and
of
direction
general
accounting, general general
accounting
procedure,
budgeting
and
be
bookkeeping, accounting
and books, such time
shall
the
custodian
of
the
records, other
forms
and
papers.
as
He
shall
also perform
duties
may
by
to
assigned
from
that
time
a committee
has
of
directors
or
be
officers
board
directors Chief
authorized
Officer,
or
assign
such
by
duties
the
Executive
of
President
President,
the
Corporation,
a Vice
Vice
Chairman,
a Group
0r
a Senior
Vice
Executive only
President extent
Executive
other audit
to
President,
the
that-
such
do
an
duties control.
compromise
independence
ARTICLE
Section
V
5.8
Section Senior
5.8
Vice
Chairmen, Vice Vice Vice
Group
Presidents,
of
the
not
to
of
the
the
09/ 16/ 2003
Executive
Presidents,
Executive
Vice
Presidents.
Any
Chairmen,
Presidents,
Group
Presidents,
Senior
Executive
shall
Executive
Vice
as
Presidents assigned
perform
such
duties
may
of by
to
from
that
time
time
a committee
of
directors
or
be
officers
board
directors Chief
has authorized
Executive
Officer
assign the
such
duties
the
President
of
the
Corporation.
ARTICLE
Section
V
5.9
Section Presidents
5.9
Senior
Vice
Presidents,
First
Vice
orto
the
or
by
09/ 16/ 2003
and
Vice
Presidents.
Senior
Vice
DOCSSLViQ220.
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WMIPC_500002099.00097
CONFIDENTIAL
Washington
Mutual,
Inc.
to
Amendments
--
Bylaws
Page 3
of
Article/
Sec.
Effect
Amendment
Date
Amendment
Presidents, shall
First
Vice
Presidents
and Vice
Presidents from time

that
as
perform
such
duties
may
be
assigned
officers
by
time
a committee
has
or
to
of
directors
the
duties
board
directors Chief
authorized
Officer,
to
of
assign
such
by
or
the
Executive
the
President
of
the a
Corporation,
a Vice
Chairmen, President
a Group
President,
Senior
Executive
Vice
or
a Executive
Vice
President.
09/
ARTICLE
Section
V
5.10
Section
Except Secretary meetings
5.10
Secretary and Assistant

set forth
Secretary.
the
16/ 16/
2003
as
otherwise
in
these
bylaws,
the
ofof
of
the the
corporation
shall
keep
and
minutes
of
board
of
directors notices
the
directors
shareholders shareholders Bylaws. corporate documents

shall also
and give
such
by to
the
or
as
may
required
shall
law
by
be
these
The
Secretary
have
the
custody papers
of
the and
seal,
any,
and
the
if
contracts,
to
the
belonging perform
corporation.
The
Secretary
as
such
other
duties
may
orbe
assigned
officers
by
to
from
that
time the
time
a committee
has
of
directors
board
to
of
directors
authorized Officer,
assign
such
or
by
or
duties
the
Chief
Executive
the
President
President,
the
Corporation,
a Vice Vice
Chairman,
a Group
setor
Senior
Executive Except the
President otherwise
an
Executive
Vice
in
as
President.
forth
these powers and
of in or
bylaws,
duties
absence
of
the
Secretary,
the
the
Secretary such
shall
devolve
upon
an
Assistant
as
Secretary
Chief
person
shall
designated
",";;;;,:"""""-~-
by
be
the
Executive
Officer.
of
all
ARTICLE
Section
V
5.12
Section
perform committee
directors Chief
5.12 such
Other Officers.
The
09/
other
Officers
shall
2003
as
duties directors
may
by
be
assigned
that
or
of
officers
the
board
or of by
to
has
authorized Officer,
assign
such
duties
of
Executive
the
President
Corporation,
a Vice
Chairman,
a Group
the
President,
a
Vice
or
Senior
Executive
Vice Chief
titles
President Executive
an
Executive
President.
The
Officer
may
designate
such
as
to
an
functional
officer,
the
Chief
Executive
Officer
deems appropriate
from
time
to
time.
.\..
DOCSSE
I79220.
the
of
Return
WMIPC_500002099.00098
CONFIDENTIAL
RESTATED1
BYLAWS
WASHINGTON
OF
MUTUAL,
INC.
ART'ICLE OFFICES
in
of
of
The
Washington
principal
office
and
place
business
the
corporation
the
state
at
be
shall
located
1201
Third
Avenue,
Seattle,
Washington
98101.
or
The
Washington
corporation
may have
such
other
offices
within
without
the
state
as
or
of
the
board
directors
may
require
from
time
to
may
designate
the
business
of
the
corporation
time.
ARTICLE
NUMBER
OF DIRECTORS
of
of
II
The
board
of
directors
this
corporation
shall
consist
sixteen
16)
directors.
ARTICLE
SHAREHOLDERS
The
III
of
of
Section
3.1.
Annual
Meeting. the
annual
meeting
year,
the
shareholders
with
shall
or at of in
at on
held 1995,
the 10:
third
Tuesday
m.,
month
other
in
of
April
each
beginning determLned
for
the
year board
or
as for
by
00
a.
be
such
date
time
may
the
as for
the
directors,
purpose
electing
directors
and
the
transactidrrol
such
other shall
business
may
come
before
state
the
meeting.
If
day
fixed
the
annual held the
meeting the next
in
be
on be
legal
holiday
the
Washington,
the
meeting
shall
of
succeeding
business any annual
day.
the
or at at is
If
election
directors
not
held
day
on
of
designated the
of for
of
herein board
meeting
the
shareholders
any adjournment
a meeting
thereof,
directors
shall
cause
the
election
held
the
shareholders
as
soon
thereafter
may
be
convenient.
Section
3.2.
Special unless
Meetings. otherwise
Special prescribed
meetings
the
shareholders
for
of
any board
or
by
purpose
purposes
statute
may
by
be
called
the
by
of
Reflects
amendments
adopted
Board
Directors
through
and
including
the
June 2003
meeting
the
Board
of
Directors.
of
the
as
to
of
be
of
the
be
of
Return
WMIPC_500002099.00099
CONFIDENTIAL
or to by be
of to
of at
of
directors
written
request
holders
least
twenty- five
percent
25%)
of
the
the
the
votes
entitled
cast
each
issue
considered
at
on
be
the
special
meeting.
be
of
of
Section
3.3.
Place
Meetings.
corporation
Meetings
the
shareholders place
within
shall
held
or at
theof
either
principal
office
such
other
or
the
the
without
or
as
of
the
state
Washington
person
persons
calling
meeting
may
designate.
of
Section shareholders adjournment
3.4. entitled thereof,
Fixing
Record
Date.
For the any
purpose
of
determining
or
or to
notice
vote
meeting
shareholders
or
of
to
at
of
any
shareholders
entitled
receive
payment
other
any
dividend,
for
to
of
or in
board
to
of
at
date and the
order
make may
a
fix
determination
shareholders
any date
proper such seventy
purpose,
in
for
as
directors
advance
a date
any
the
shall
record not
any
determination
( 70)
be 20
of in
the a a
in
shareholders,
which
date
case
more than
days
days and,
which
isto to
of
of
case
a meeting
action
shareholders, such
not less than
prior
the
particular
requiring
determination
shareholders
of be toof or to on If at no
date
of
taken.
record
for
date
fixed
determination
shareholders
entitled
to
of
is
the
entitled
notice
vote
or
meeting
shareholders,
shareholders
receive
payment
a dividend
distribution,
the
day
before
first
notice
a meeting
dispatched
authorizing
shareholders dividend
the
date
which
the
resolution
the
board be,
directors
such
for
as
distribution
adopted,
the
case
may
be
is
shall
the
record
date
such
entitled
determination
shareholders.
When
a determination
has
shareholders
to
of
of
notice
of or to
vote
any
meeting
shall date,
(
shareholders
been
made
provided the
in
as
at
of
this
section, directors
it to
such
fixes
determination
apply which days
any
adjournment
thereof
unless
board
do if
new
record twenty
must
to
is
the
meeting
for
fixed
adjourned
original
a date
of
more than
one hundred
120)
for
after
the
date
the
meeting.
The
meeting
record the date
date the
determining shareholder
shareholders signs the
to
entitled
take
action
without
in
first
consent
of
is
lieu
meeting.
At
Section
shareholders,
3.5.
Voting
Lists.
least
ten
10)
days the
all
before
each
meeting
for
of
the
or
of of
the
officer
agent
having
charge
list
stock
transfer
books
shares
an
the
corporation
shall
prepare
its
alphabetical
shareholders
thereof,
on
the
record
who
are entitled
vote
the
meeting
any
adjournment
oMaflged the
by
or
at
to
voting
by
or
of
group, the
and
within
each
voting
group each, the
class
series
shares,
with
address days
prior
offor
by
number
shares
held
which
principal
city
record
office
a period
the
ten
( 10)
meeting
identified
shall
kept
or at
be
on
at
file
corporation
a place
in
in
be
the
meeting and
notice
the
where
the
meeting
will
held.
Such
shall
record
be
shall subject
produced
kept
open
any
the
time
and
place
the
meeting
and
the
inspection time
shareholder,
shareholder's
agent
or
to
of
shareholder's
or
at
attorney
any
during
meeting
any
adjournment
to
the
thereof.
Failure action
comply
of
of
at
the
the
be
at
of
to
of
of
of
with
requirements
this
bylaw shall
affect
validity
any
taken
meeting.
in
Section
electronic form,
3.6.
Notice any
Meetings. form then

law,
Notice,
tangible
written
printed
form,
or in
other
allowed
stating
under the
the
Washington
Business
or
of
in
or
of
the
not
Corporations
other
applicable
date,
time
and
place
a meeting
of
Act
of
or or or
of
of
to
on
of
of
is
the
the
of
the
Return
WMIPC_500002099.00100
CONFIDENTIAL
shareholders
for
and, which
the
case
a special
called"
meeting
sharehok:
lers,
the
purpose
by
purposes the
the the
meeting
of is
shall
given
the
person
or
be
persons person
by
or
meeting
Secretary
the
corporation
the
direction
such.
(
of
persons
each
shareholder
record
entitled
vote
of at
to to
to
such
meeting
unless
required
law
send
or
by
to
all
notice vote),
shareholders than ten

(
regardless 10) days
whether
not such
sixty
(
shareholders before
to
are entitled the meeting,
not
that
less
and not more than
60) days
articles
on
to
orof
to
or
less notice
at
of
or
calling
in
of
of
except a plan
notice
a meeting share
act
amendment
sale,
the
incorporation, other usual disposition
merger
exchange,
a proposed
lease,
exchange than
substantially
the
assets
corporation
other
or
of
of
be
the
the
course
( 20)
business,
dissolution
corporation
shall
given
Written
not
twenty
days
and not more than

by: mail, private
sixty ( 60)
days
before
the
meeting.
or
or
may
transmitted
carrier
personal
delivery;
telegraph
teletype;
or
of
telephone,
notice shall
wire
wireless
equipment
which
transmits
a facsimile
the
notice.
Such
be
if
effective
upon dispatch
sent
to
the
shareholder's
address,
telephone
or
on
of
the
number,
other
number
appearing
records
the
corporation.
Only such
business
shall
conducted
special
meeting pursuant
to of of to
shareholders
this
in
be
of
as
3.6. date,
be
at
shall
specified
the
applicable
notice
meeting
given
Section
different
or
or
an
is
annual
special notice
shareholders'
meeting
adjourned
postponed
a
the
or
or at
of or
time
place,
need
the
given
new
date,
time
place
adjourned before
is
postponed adjournment Business the Act
meeting
new
date,
time
place
announced
date
the
if
meeting the
or
postponement
unless
other
a new
or,
record
law,
beis
or,
under
Washington record date

for
or
If
Corporation
Act
applicable
must the
fixed.
a new
or
adjourned
postponed
law,
meeting
is
under
Washington
Business adjourned
Corporation
or
other
applicable
must
fixed,
however,
notice
the the
or
be
of
postponed
date.
as
be
to
meeting
must
given
persons
who
of
are shareholders
new
record
of
Section
3.7.
Waiver
provisions
Notice.
A
the
shareholder the
may
waive
any
notice
required
given
under
law,
the
these
after
bylaws, date
articles
incorporation therein.
or
by
or
be
of
of
applicable
whether
before
and time
stated
A
the
valid
waiver
to by
a) in
created
entitled
any the
the
following
three
methods:
writing
signed
in its by
of
shareholder
records;
notice
and
the
for
to
the
delivered
corporation
inclusion
corporate
b)
by
at
at
attendance
meeting,
unless
transacting
shareholder business not

within
the
c)of by
the
begifiTIing
the
meeting
or of
or or
at to
objects object
holding time the
the
meeting
the
meeting;
failure
the
of
presentation notice.
a matter
the
purpose
purposes
described
in
meeting
Section
3.8. proxy.
Manner
ActinCl:
Proxies.
A shareholder
may
vote
either
or
at
of
attorney-inis by
or
by
or by
person
A shareholder
may
vote
proxy
means
of
a proxy
appointment
by
form which
fact.
executed
the
shareholder,
shall
his
agent,
by
his duly
authorized
be
All
proxy the
appointment
forms
filed
with
the
of
secretary
the
corporation
before
shall
commencement
eleven
( 11)
meetings. from the
No
unrevoked
proxy
appointment unless
form
be
of
valid
after
months
date
its
execution
otherwise
effectively corporation
in of
expressly revoked
provided
until
the
appointment
revocation
form.
proxy given
appointment
may
notice
such
has
been
the
secretary
or
by
of be
No
to
the
in
of
the
shareholder
appointing
the
proxy.
Any
proxy
appointment
any
of
revocation
to
a
at
is
to
or
be
not
the
If
or
be
in of or
of or
of
of
of
an
the
all
all
the
than
Return
WMIPC_500002099.00101
CONFIDENTIAL
by be
by
in
be
proxy appointment
electric
may
executed
tangible
written
form,
may
means
or
or be
by
transmission Corporations
may
Act
any other
applicable
means then
law.
allowed
the
Washington
Business
other
on At
Section
3.9.
Quorum.
any
meeting
the
shareholders,
majority
in in
of
interest
by
an
for
of
by of
the
shares
entitled
vote
a matter
shall
the
voting
group,
represented
that voting
person
by
of
proxy
shareholders
matter.
record,
constitute
a quorum
of
group
to
action holding
that
Once
a share
represented
a meeting,
other
than
object
it is
the
for
meeting
the
transacting
business, meeting
for
fixed
deemed
present
purposes
ofto by
the
or
at
on
is
for
be
to
for
of
quorum
remainder
the
and
the
any adjournment meeting.
At of
that
meeting
unless
is or
a new record
meeting, adjourned any
date
must
be
adjourned might
such
reconvened
be
business
may
the
transacted exists,
which
have
been transacted
at
the group
theon
meeting.
cast within
action
approved
voting
the
the
votes
voting
group
favoring
action
exceed
votes
cast
within
is of
or ofthe
voting
group
opposing
the
action,
unless
question the
one upon
which
different
vote
required
express
provision
law
or of
by
of
is
articles
incorporation
these
bylaws.
on be of
Section
3.10.
Voting
Shares.
Each
outstanding
share,
regardless
of of
class,
be
to
in to
shall
entitled
one vote
each
matter
submitted provided
a vote
shareholders,
except
may
otherwise
the
articles
at of
a meeting
as
incorporation.
for
Section
3.11.
Voting
Directors. shall
the
to of
In
election
directors
every
shareholder the
of of
he by to no
forat
record shares
entitled
vote
the
election
have
in
the
right
vote
person
number and
to as to
atto
owned
him
many
vote.
persons
there
are directors
elected election
to by by of
whose
directors elected
election shall
has a right
right
Shareholders
entitled
vote
any
have
cumulate
largest
In toof
votes.
any
election cast
directors
the
candidates
are those the

election,
receiving
the the
numbers
votes
the
shares
entitled
in
up to
of
vote
number
be
directors
elected
such
shares.
Section
3.12.
Voting
Shares
by
of
Certain
Holders.
in
3.12.1.
Shares
standing
the
name
proxy
as of
anothe( c'Brporation,
domestic
by
or
or
be
by of
foreign,
may may
voted
such
officer,
agent
the
board
of
directors
such
corporation
determine.
certified
copy
of
resolution
adopted
such
directors
shall
conclusive
as to
be
their
determination.
3.12.2.
Shares
held
by
a personal
representative, administrator, into the
administrator, executor,
executor,
guardian
conservator
without
may
a
voted
by
or
be
such shares
or
of
guardian
conservator,
transfer
such
name
Shares
of
such
personal
representative,
administrator,
executor,
guardian
trustee,
conservator.
standing
in
or
by
be
no
be
of
name
shares
trustee
may
voted
such
but
to
trustee
shall
entitled trustee.
vote
in
of
held
trust
without
transfer
such
shares
into
name
of
the
the
in
of
3.12.3.
Shares
standing
the
name
a receiver
receiver
may
be
voted
by
such
receiver,
and shares
held
under
the
control
may
voted
by
or
be
of
to
the
of
for
as
be
the
if
a quorum
a matter
by
is
If
or
a
to
all
Return
WMIPC_500002099.00102
CONFIDENTIAL
his
in
the
so to
do
receiver
without
the
transfer
thereof
into
name
authority
contained
the
by
of
appropriate
order
court
which
such
receiver
was appointed.
by
or
If
3.12.4.
shares
shall order
are
held
jointly
three
more
fiduciaries,
will
or
of
of
of
majority
the fiduciaries
control
the
manner
such
voting
appointment
directs.
of
the
proxy,
unless
the
or
instrument
appointing
fiduciaries
otherwise
an
a
any vote
3.12.5.
Unless the
pledge
shall
agreement
expressly
provides shares
is
if
otherwise,
until
of be
shareholder shares
whose been
shares are pledged

transferred into
to
entitled
vote
such
the
have
the
name
the
pledgee,
and
thereafter
the
pledgee
shall
entitled
vote
the
shares
so
be
to
transferred.
by
3.12.6.
Shares
held
another
corporation
shall
not
voted
meeting
counted time
determining
total
number
entitled
toof
outstanding
shares
election
entitled
byof
for
at
of
toat
or
in
the
be
any
given
a majority
the
this
shares
vote
the
directors
such
is
other
corporation
held
corporation.
on
of
3.12.7.
On
has has
and after
the
date
which
written
notice
redemption
sufficient
to
redeemable
shares shares
been dispatched been deposited
holders
thereof
trust
and
sum
with
redeem
such
with
a bank
price shall
to or be
company
irrevocable
instruction
and
to
authority
pay the
redemption shares
the
holders
entitled
thereof
upon
to
surrender
be of
certificates
therefor,
such
not
vote
on
any
matter
and
shall
deemed
be
to
not outstanding
shares.
as
of
Section
3.13.
Conduct
Meetings. absence board
The
Chairman
Chairman,
shall
shall
serve
Chief
chairman
of
a
t6
a
Officer
of
In
meeting
the
shareholders.
the
of of
the
the
his
the
Executive chairman Secretary

the
by
as
or
any
other
person
designated
the
directors
serve
or of
in
meeting the
shareholders.
The
Secretary
all
absence
Assistant
of
absence meeting
the
shall
Secretary
appoint
and
shall
Assistant
Secretaries
a person whom
meeting
chairman
as
of
of
the
act
secretary
the
and
keep
a record
of
this
in
the
or
proceedings
thereof. -
an
of
The
Section the
chairman
shall
a meeting
discretion
toof
shareholders,
establish
determined
rules, shall
in
of
accordance
with
3.13,
have
the
regulations the
and
procedures
conduct
such
meeting.
shareholders
and
have
authority
adjourn
present,
or
to
is
postpone
such
meeting
specific
from time
rules,
time
whether
not
there
a quorum
by
to
subject directors.
any
regulations
and
procedures
established
the
board
for
of
Section
3.14.
Notice
Nomination.
Nominations
the
election
of
directors
for
be or,
to
be
up
and proposals
any
new
business
special
taken
any
annual
subject
in ofof
Section
3.6
these
bylaws,
meeting any
shareholders
may
made
by to
of
at
the
or
by
directors
the corporation
shareholder
the
to
of
of
corporation
entitled
vote
for
In
to
of
of
of
board
generally
the
election
directors.
order
a shareholder
the
the
corporation
make
or
any
such
nomination
proposal and
any annual
meeting, Executive
shareholder's
nomination
proposal
must
writing
received
the
Offices
the
corporation
by or
be in
at
at
of
or
the
of
of
to
for
of
of
if
Return
WMIPC_500002099.00103
CONFIDENTIAL
in
of
of
not
the
Secretary
corporation
less
than
120 days
the
advance
proxy
the
date
corresponding
in
to to
on
the
date
the
previous
year
which the
corporation's year's
statement
was
released
in
shareholders
connection
with
previous
annual year
meeting
except meeting
year's
if
that
annual
meeting
was held more

for
than
the
previous
the
date
of toofin of of
shareholders, the the annual previous

with
30 in
has
been
set
changed
by
calendar
days from the date
annual
meeting,
forth
a proposal
shall
received
by
be
the
or
no
corporation
accordance
or
method
in
the
hereafter
proposals
nominations
advance
special
for
of
to byorbeIn
of
meeting
shareholders.
order taken
a shareholder a
special
the
corporation
make
the
any
or
up at
nomination
proposal
meeting
writing
of
shareholders,
of be the in
at
shareholder's
nomination
corporation
proposal the
must
and received
the
Executive the
of
Offices 90th
the
Secretary
corporation
not later than the day
of in to by
later
the
or
to of
day
prior
such
special
meeting such
the
10th
day
on
following
which
public
bythe
by
of
is
announcement
such
notice
date
special with
meeting
made
forthe
corporation.
Each
to
given
a shareholder
respect
nominations address
ii)
(
the
election
set
i)
directors
shall
forth
the
name,
age,
business
notice,
iii)
and,
if
known,
residence
in
address
each
nominee each
such
proposed nominee,
such
(
the
principal
occupation
of
of
of
employment
corporation corporation
and
the
number
shares
of
stock
the
of
of
byof
or
the A)
(
of
which
are beneficially which
owned,
and
right
the
number
shares
stock
concerning
there
or
to
is
of
each
with Act").
acquire,
directly
indirectly,
8)
such
nominee, 13(
and the
each
associate
such
person,
determined
in
the
( "
by
of
accordance
d) of
Section
Securities
Exchange
as
of
Act
1934,
amended
Exchange
of
For purposes press release reported

service
this
Section
3.14,
" public
announcement"
Service,
means
disclosure
or by in
Dow
Jones
News
Associated
Press
with
or
the
comparable
by
orthe
national
news
a document
publicly
filed
corporation
the
Securities Act.
d)
and
Exchange
Commission
to
of
pursuant
Sections
13, 14,
15(
the
Exchange
or
no
an
In
of
event
shall
the
public
announcement
a
adjournment
postponement any time

period)
or
foran
annual the
special
meeting
commence
new
time
period
or
extend
or
for
of
of
giving
shareholder's
notice
a proposal
a nomination
at
director
such
meeting
as
described
above.
Section
3.15.
Action the
Without
a Meeting.
Any
action
perlTi1' lfeUor
required
taken
a meeting
shareholders
forth
may
taken
without
a meeting
one
or
be
at
of
if
more
so
by
in
be
consents
writing
setting
the
action
taken
shall
signed
all
the
shareholders.
ARTICLE
BOARD
Section
4.1.
OF DIRECTORS
IV.
of
General board
Powers.
directors.
The
business
and
affairs
the
corporation
shall
by
be
managed
of
its
Section
4.2.
Number,
Tenure
and
Qualification.
The
number
from
of
directors
set
or
in
II of
be
forth
Article
these
bylaws
may
increased
decreased
to
time
time
7-
DOCSSEA/
75045.1
27- 2004
8:
be
of
Return
WMIPC_500002099.00104
CONFIDENTIAL
of or in
in
to
amendment
the
manner
the
provided
these bylaws.
No
decrease,
however,
shall
be or is
in
have the
resigns
shall
effect
shortening
term
of
any incumbent
director
unless such bylaws.
director directors
inof
as
set
removed
accordance
with the provisions

forth
these
The
or
cases,
directors
shall
serVe
until their
successors
death.
are duly elected Directors
and
not
qualified
or
classified
and
shall
hold such terms
the articles
incorporation.
all
until
or
their
earlierresignation,
removal from
office
need
residents
of
the state
Washington
shareholders
of
the corporation.
or
in
Section
4.3.
Annualand
Other Regular
Meetings.
Regular
meetings
of
the
at
or be
board
shall
held
two- thirty o'clock,
earlier
hour
the discretion
of
an
the
of
Chairman
April,
the
President,
the third Tuesday
the months
of
on
January,
February,
legal
June,
July,
September,
October,
and December
unless such day
is
holiday,
on or at of of be be of the by of the
or
which case the meeting
shall
held
the
first
business day
the
or
in
on
thereafter,
unless
such meeting
the
has been. canceled
Chairman
calendar
President upon
giving notice
members
the board
least three
days before the date
on to
of
which
such
is
date within
the
month
shall
determined
by by
the Chairman
the
President, the Board,

4.4.
or in In be
the
as
meeting
scheduled.
The
date
any regular meeting
may
be or
changed
such other
the
of the
absence
the of
notice year,
the Chairman
the President,
any three members
inof
provided
time and place
such meeting
as
is
given
provided
Section
each
.
known
as
regular meeting
the day
the Annual
Meeting
of
Shareholders
shall
the Annual Meeting
Board.
of
of
of ofor by by to is
called
the
board
not
directors,
the
chairman
the board,
shall
or
Section
4.4.
Special
Meetings.
Special
meetings
the
board
the
directors
of
of
be
president.
may The
of
of
notice
a special
meeting
the
the
board
directors place
state
the
date
and time and,

otherwise
of
the meeting required regular waiver
the at,
exclusively
telephonic,
the
meeting.
Unless
to of be
special
meeting
the
board
directors
need
given
specified
in or
by be
the
notice
of
or
authorized
call
such meeting,
or of
the
secretary
the direction
the
person
to be
to
ofby or
or in is
by
persons
authorized
orally
call
such meeting. person

sent
The
notice
director's
personal
secretary
electronic the notice
mail,
telepholle
Or
notice
communicated
telephone
the dire_ ctoror
wireless mail the

prior
or t~
equipment,
designation
which
transmits a facsimile
to
the director's
electronic
lephone
shall
number
appearing
the records than
of
on
the
corporation,
( 24)
to
may
oral
written.
If the
is
notice
meeting
for
if
timely
sent
later
twentyfour
hours
by
set
the time
such meeting.
to
is
If
the notice
sent
courier
the director's
address
timely
on
If be
3) of
of
no of by
for
set
appearing
sent
the
records
(
the
full
corporation,
the
notice
a meeting
shall
to
later
than three
days
prior
the time
such meeting.
the
notice the
to
5)
sent
mail
the
director's
address
appearing
the
records
full
of
is
on
the
corporation,
notice set
a meeting
shall
timely
sent
later
than
five
days
to
be
no
if
prior
the time
for
such meeting.
of
ofof
if to at
Section
4.5
Waiver
Notice.
Any
director
may waive
notice
any meeting
corporation
entitled
into be
any
time.
Whenever
any notice
law,
to
is
required thereof
given
any director
the
pursuant
applicable
waiver
writing
signed
by
to
the
director,
to
of
be
no
or
by
notice
such meeting.
be
Notice
shall
the
person
persons
at
or
law, neither
business
transacted
nor the purpose
of,
any
of
if
to
of
be
In
of
Return
WMIPC_500002099.00105
CONFIDENTIAL
of
of
ofto
notice,
shall
deemed
constitute
equivalent
giving
notice.
The
attendance
a director
a meeting attends
shall
a waiver
express
no~
of of
ice
the
meeting
except
where
director
for
to
a meeting the meeting
the
purpose
objecting
the transaction waives

objection
of to
any
business
is
because
not lawfully matter
convened.
consideration
particular
a meeting
that
within
the
purpose the
or
director
of
at
is
not
purposes
in
described
the
meeting
notice,
unless
to
the
director
objects
considering
matter
when
it is
presented.
of in
Section
4.6. with
Quorum.
these bylaws
majority shall
the
number
directors
specified
or
of
of
fixed
in
accordance
constitute
a quorum a
majority
for
the
transaction
any a
further
of at
of
business
majority notice,
any
meeting
If
directors.
less
than the
shall
attend
a meeting, time
without
directors
present
may
such
adjourn
meeting meeting
from
time
at
and a quorum
present
adjourned
may
to
the
transact
business.
of of
is
Section
affirmative
4.7.
Manner
majority
Acting. directors
a quorum
present
when
a vote
is
If
taken,
the
of
of
vote
present
the
act
the
board
of
is
directors.
by
Section
4.8. special
Participation
Conference
Telephone. conduct the
Directors
may
each
participate
in
of or
or
regular
meeting
by of
the
board
all
by,
meeting can
through
the
use
any
means
the
communication
which
directors
participating shall
hear
other
by
in
during the
meeting
and
participation
such
means
constitute
presence
person
meeting.
of
at
Section
4.9.
Presumption
Assent.
director
who
present
a meeting
be
of
at
to
the
board
directors
which
action
taken
shall
presumed
have
assented
to
a
is
the
in
be
action
taken
unless
such
director's
file
dissent
shall
entered
the
minutes
with
of
the
meeting
acting dissent
by as or
to
unless
such
director
shall
his written
dissent
such
action
the
person such
secretary registered
the
meeting
before the
adjournment
or
of
thereof
shall
forward
to
of
of
or
the
the
of
is
mail
the
secretary
corporation
immediately
after
adjournment
in
to
to
meeting.
action.
Such
right
dissent
shall
not
apply
a director
who
voted
of
favor
such
by
Section
4.10.
Action
Board
Without
a Meeting.
Any may
taken,
be a"
etlan
permitted
without
if to
be
at
of
required meeting
taken
a meeting
board
forth
of
the
directors
taken
or
so
one
more consents
either
setting after
the
to be
action taken,
shall
executed
or in
all
the
directors,
before
the
action
and
delivered
the
corporation.
in
be
Such
consents any
other
may
forth
a tangible the
an
set
written
form,
electronic
transmission Act
or in
form then
law.
allowed taken
under
Washington
Business
Corporations
last
by
is
other
applicable
Action
consent
effective
when
the
director
the
the
executes
consent,
unless
consent
specifies
later
effective
date.
of
Section
4.11. shall
Audit
Committee.
their
The
board
Audit
at
directors,
any not
regular
meeting
three
an
of
the
Board,
elect
from
shall
number employed
that
Committee
corporation.
of
less
than
by
members,
none
Directors
whom
shall
the
At
be
of
least
annually
of
Board and
determine
each
Committee
member
has
the
independence approved
in
as
other
qualifications
forth
Charter
Audit
Committee
by
of
set
the
the
or
by
the
at
of,
at
be
the
Return
WMIPC_500002099.00106
CONFIDENTIAL
in of
the Board,
and
any supplemental statements

the
that
the Board
may adopt
with
regard
the composition
Committee.
as
of in
perform
the functions
spedfied
the Charter
the Audit
Committee,
approved
with
the Board, and the functions
any supplemental statement Committee.
that the
Board
may
adopt
regard
the
of
Section regular meeting
4.12
of-
Human
Resources
Committee.
The board
at
directors
any
the board, shall elect from their

shall
of
number a Human Resources

members, none
Committee which
committee
have not less than three

the
whom
have the
Charter
by
be
shall
in in
employed
the corporation.
The Human Resources
Committee
specified
shall
as
by
authorities
and
responsibilities
and
shall
perform approved
functions
of
or
the
supplemental
statement the
resolution that the
Board
of
may
adopt with regard
to
Human
Resources
Committee,
the
Board,
and
any
the
functions
Committee.
of
Section
4.13. board,
Governance
shall elect
Committee.
The board
at
directors,
any regular
of
the
by
meeting
the
the
from
their
be
number a Governance
the
corporation.
Committee, none
members
of
which
shall
employed
The Governance
Committee,
approved
the Board, regard
and
the
any supplemental
or
by
in
perform the functions
specified
the Charter
the Governance statement
as
in
Committee
shall
have the composition,
authorities and
responsibilities
and
shall
of
resolution that
the
Board
may
adopt with
of
to
functions
the
Committee.
of
Section
4.14. board,
Finance
Committee. from
their
The board
at
directors,
any regular
of
meeting
the
the
shall elect
number a Finance
Committee.
of
board,
upon the
recommendation
Officer, shall
the Governance
Committee
in
members
of
majority
be
the
Finance
Committee
shall
not
officers
the
corporation. consultation
The
with the
of
an
of
Chief Executive corporation.

shall
appoint
chairman
who
not
officer
approved
the
board,
and
any supplemental
or
by
in
specified
the Charter
Finance
Committee,
that
as
in
The Finance
Committee
shall
have the authorities and
the
is
responsibilities
and
of
the
statement
resUlUtlon
the
board
to
may
adopt with regard
of
the
functions
the Committee.
of
Section regular meeting Relations Relations

shall
4.15.
Corporate
Relations
Committee.
The board number
at
not
directors,
any
of
the board,
no
of
may
elect from
among
their
a Corporate
Committee which Committee

shall
shall
consist
fewer than
two Directors. and
The Corporate and
in
have the composition,

specified the
authorities
responsibilities
of
Charter
the Corporate
Relations
Committee,
the
that
approved
Board, regard
and
any supplemental
statement
or
as
by
in
the
resolution
to
Board
may
4.16.
of
adopt
with
the functions
the
Committee.
of
Section
Corporate
Development
Committee.
The board
directors,
of
any regular meeting Development
the
board,
may
shall
elect
from among
their
number a Corporate
of
of
the
Committee, which
consist
Chairman
the
Board and
less
at
of
of
by to
in
of
The
Audit
Committee
shall
have the authorities and
responsibilities
and
shall
to
Return
WMIPC_500002099.00107
CONFIDENTIAL
than
two
other
directors. authorities
The and
Corporate
Development
Committee perform the
shall
have
the
specified
composition, the Charter
responsibilities
and
shall
functions
as
the
Corporate statement
Development
Committee,
that
approved
by
of
the
with
Board, regard
and
in
or
any
supplemental
resolution
the
Board may adopt
the
of
functions
the
Committee.
Section
specific
4.17.
Committee
Procedures.
Except the
provided
the
bylaws
shall notice,
resolutions
the
Board
Directors,
committees
action without
the
Board
by
governed
the
same
rules
regarding
meetings,
meetings, Board
as
to
of
notice,
and
quorum
and
voting
requirements
applied
the
of
Directors.
Section
4.18.
Resignation.
Any
the
director the
may
resign the
any
time
by
at
delivering registered
written office
notice
the
chairman
board,
oral shall
or
to
of
president,
secretary,
the
by
or
the
corporation,
giving
notice
any
meeting any
the
directors
shareholders.
Any
the
such
resignation
take
at
effect
subsequent and, unless
time
specified
or if
is
not
therein, specified effective.
time
specified,
upon
such
delivery resignation
thereof shall
otherwise
be
to
of
the
not
or
of
at
of
therein,
acceptance
necessary
make
Section
that with
4.19.
Removal.
a meeting board
of of
the
shareholders
called
expressly from
or
purpose, cause,
any
director
the
entire
directors
may
be
removed
entitled
office,
by
at of to
of or
of
of is
a vote
director
the
holders
majority
shares
then
vote
orof
election
the
directors
whose
removal
sought.
beIf
board
directors
so
is
anyone meeting.
more
directors
removed,
new
directors
may
elected
this
same
Section
resignation,
4.20.
Vacancies.
vacancy
the
board
directors
may occur
the
by
on
of
onor
or
by in
ofan
of
removal
directors
death
existing directors
director,
reason these
of
increasing
as
of by
ofthe
as
or
number
board
provided
bylaws.
Except
in
be
limited
the
articles
incorporation,
any
vacancy
occurring
the
board
of
directors
by
be
of
may
less
office
filled
the
affirmative
vote
a majority
of
the
remaining
directors
whether
for
to
be
fill
than
a quorum.
only
director
elected
a vacancy
shall
elected
a term
continuing
until
the
next
by
of
election
directors
sharehOra8rs.
vacant
office
was held
a director only the
elected
holders
one
or or
by
of by
of
the
If
more
to or
of
authorized
classes
series
shares, the
holders
those
classes
series
to
shares are entitled
vote
fill
vacancy.
By
of
Section
directors
4.21.
Compensation.
resolution
the
board
of
directors,
the
of be
for
paid
fixed
plus
their
expenses,
if
may
sum
any,
attendance
Noat
meetings such
or
or
board
directors
committee
director therefor.
thereof,
a stated the
salary
inas
of
the
director.
payment
and
shall
preclude
any
from
serving
corporation
any
other
capacity
receiving
compensation
of
at
of of
Section
4.22
Chairman
the
Board.
The
Chairman
shall
preside
meetings
Officer,
of
In
of
the
board
directors.
the
absence
the
Chairman
and
the
Chief
Executive
of
at or an
the
the
the
for
At
it
may
not
beor in
waiver
of
of
of
in
as
to
in
Return
WMIPC_500002099.00108
CONFIDENTIAL
as
by
the directors
shall
present
be
perform
such
other
duties
may
assigned
the
board
of
may
select
someone from
their
number
to
preside.
The Chairman
directors.
ARTICLE
OFFICERS
in
Section
5.1.
Ranks
Officer,
and Terms
Office.
The
of
officers
the
corporation
shall
Chief Executive
a Chairman, a President a
Controller,
of
be
the Corporation,
a General
Auditor,
a Chief
Financial
Officer,
and such Vice Chairmen, Group

ExecutiveVice Presidents, Senior Vice
Presidents,
Senior
Executive
Vice
Presidents,
or
ofas
of
the
or
such other
officers
the
board
directors appoint.
may
designate
and
or
as
Presidents
First
Vice
Presidents
board
directors
may
designate
elect
and
elect,
the Chief
Executive
Officer
may
designate
and
Officers
shall
serve
until
the termination
their
employment
with
or or to
of be be
their earlier
removal
as
from service board
officers.
Any
officer
ofof
may
removed,
without
without
cause,
by or or
the
the
rights,
directors,
so
but such
removal
shall
prejudice
the contractual
the
if
or so or or
by
without without
pay
by
Chief Executive
Officer,
and any other
officer
may
removed
the
suspended
with
shall
the
Chief Executive
Officer, rights,
but such
removal
suspension removed
to
of
if
prejudice
the contractual
any,
person
shall
of
as of
suspended. such person
The
from
termination
office,
any
officer's
employment
constitute
removal
of
effective
the date
of
termination
employment.
Section corporation
5.2.
Chief
Executive
Officer.
of
shall
have
its
direct
supervision
The Chief and management
Executive
Officer
of
the
affairs
and the general
powers and duties
supervision subject
and management
usually vested
in
of
the Chief Executive
of
be of
to
the
the
as
by
Officer
a corporation,
Officer shall
Bylaws and policies
corporation. the
The
board
Chief
Executive
directors.
perform such other duties
In bebe
the
absence
bybyof
may
assigned
duties
the Chief Executive
Officer,
the
Qfthe Chief Executive absence such

the
duties
shall
a person designated
by
Officer shall
assumed assumed
of
the President
the Corporation,
and< ifltFieir
the Chief Executive
Officer
board
of
directors.
Section
5.3.
Chairman.
The Chairman
with Section
shall
preside over
meetings
the
of
all
the
of
In
board
shall
directors.
accordance
of
3.13
these
bylaws,
shall
Chairman
or
at by to
authority present
adjourn
such meetings without
any action
shall
vote
by
preside over
meetings
of
all
the shareholders,
which
duty
include
the
shareholders
as be in by
or
or asas
such meetings.
The Chairman
directors
perform
such other
Officer,
duties
may
of
the
assigned
board
the Chief Executive
may
set
set forth
in
by
in
Section
3.13
beof
these
in
the
policies
and procedural
bylaws,
of of
directives
the
corporation.
Except
forth
the event
the
Chairman's
or,
Officer
incapacity, the
the Chairman's
duties shall Executive
assumed
the Chief Executive
event
of
the Chief the
be
of
the
the
Officer's
incapacity,
duties
Chairman
shall
assumed
be
of
of
beor
been elected
the
board
directors
may
suspended
with
without
pay
by
any,
person
removed.
Other than the General
Auditor,
any
officer
of
who
has
be
the
be
Return
WMIPC_500002099.00109
CONFIDENTIAL
in
President person
the
Corporation,
and
their
absence
such
duties
shall
assumed
by
the
of
be
by
designated
board
of
of
the
directors.
Section
shall
5.4.
President
the
Corporation.
The
the
President Executive
of
the
Corporation
perform
such
duties
may
assigned
Chief
Officer
or
in
as
of
or
as
by
be
board
directors,
may
forth
the
policies
and
procedural
of
He
be
set
directives
the
corporation.
Section maintain
5.5.
General
audit only
Auditor.
The
General
Auditor
liabilities
shall
supervise
and
of
continuous responsible
officer.
control
the
assets
and
of
the
corporation.
shall
the
board
in
be
of
to
directors other
coordination
with
the
Chief
as
Executive
Chief extent
He
Officer other
shall
perform the
such
duties
may
assigned time
him only
to by
be
to
the the
or
of
the
Executive
that
President
Corporation the
from
to
time,
do
such
duties
compromise
independence
of
not
audit
control.
Section
corporation acquisition, ( including corporation's reporting, usually policies
5.6.
Chief the
Financial
Officer.
The
Chief
of
the
Financial
Officer
the
corporation's
shall
have
power
the
of
and duty
supervising
and and
managing
financial
the
retention
and
of
disposition
securities,
loans
instruments
in
to
limited
corporation's
investments
and the
loans
subsidiaries),
the
power and duty powers and

Officer
of
supervising
corporation's
to
but
not
financial
and
inthe
of
other
general
duties
supervision
and
management
the Bylaws
other
vested
the
Chief
Financial
a corporation,
Officer shall
to
of
subject
and
the
corporation.
The Chief
Financial
perform
such
duties
or
by
by
be
ofthe in
In
of
the
may
assigned
board
directors
Chief
Executive
Officer.
of byby
the
absence assumed assumed
Chief
Financial
Officer,
duties
the
Chief
Financial
Officer duties
shall shall
the
Controller
the
corporation,
and
their
absence
such the
by
or
a person designated
the
Chief
Executive
Officer
board
of
directors.
be
Section
5.7.
Controller. shall
The
Controller
shall
the
chief
accounting
officer
of
the
corporation
and
have
supervisory budgeting
control
and
the
direction
general and
shall
accounting, the also custodian perform
accounting
procedure,
and
general
bookkeeping, forms time
of
the
general
accounting
books,
records,
and_ papers.
He
shall
ofas
such
other
duties
may
the
assigned
from
to
be
tff'l'TErbythe
Chief
Executive
President,
Officer,
the
President
Corporation,
a Vice
Chairman, Vice
a Group
or
or
in S~
as
the
an
eoior
Executive
Vice
President
Executive
President,
be
of
forth that
policies
and procedural
directives
corporation,
only
audit
do
extent
such
other
duties
not
compromise
independence
of
the
control.
Section
Presidents,
5.8.
Vice
Chairmen, Vice
Group
Presidents,
Senior
Executive
Executive Vice
Presidents.
Any
Vice
Chairmen,
Group
Presidents,
Senior
Executive
Presidents,
Executive
Vice
Chief
Presidents Executive
shall
perform
such
to
set
the
the
Vice
duties
inby
setto
or
as
be
be
may
the
of
bebe of
the
may
assigned
from
time
of
time
forth
the
the the
Officer
the
President
or
as
be
the
Corporation,
may
policies
and
procedural
directives
corporation.
of
as
of
Return
WMIPC_500002099.00110
CONFIDENTIAL
Section
5.9. Senior
Senior
Vice
Presidents,
First
First
Vice
Presidents
and Vice
Presidents shall
as of
by
be
to
perform such duties

Officer,
may
assigned
from time
time
the
Presidents.
Vice Presidents,
Vice
Presidents and Vice
Chief Executive
or
or
as
Executive policies
Vice
President
a Executive
Vice
President,
and procedural
directives
of
may
in
the President
the Corporation,
set
a Vice Chairmen, a Group President,
Senior the
be
forth
the
corporation.
as
in
Section
5.10. bylaws,
Secretary the
and Assistant
Secretary.
shall
Except
otherwise
forth
these
Secretary
the
corporation
keep the minutes
or of
directors
shall
shareholders
may
or
as
by
meetings
the
board
directors
and
the
shareholders
and give such notices Bylaws.
toall set
a
of
of
of
of
the
be
required
seal,
law
bythese
The
Secretary
to of
the
have
custody
if
the
corporate corporation.
any,
and
the contracts,
shall
papers
and
the
as
by
documents
duties
belonging
be
The
time
Secretary
also perform such other

Officer,
to
may
assigned
from time
the
Chief
Executive
the
of
or
or as as
Vice
President
Executive
Vice
President,
may
inin
President
the
Corporation, a Vice
Chairman, a Group President, a Senior Executive
an
be
set forth
the
policies and bylaws,
of
procedural
directives
the
corporation.
Except
otherwise set forth
these
in
of
be of
the
or
as
by
absence
the Secretary, Secretary
the powers and duties
the
Secretary
shall
devolve
an
upon
Assistant
Officer.
such person
shall
designated
the
Chief'
Executive
ofbeAn
by
Section without
5.11.
Combining
Offices.
office,
officer
of
resigning
from such existing

office,
elected
the board
directors
to
who
holds
one
office
may, with
hold,
in
It
to
addition
such existing
Executive
the office
Chairman, Vice Chairman, Group
or
An be
by
in
Vice
President.
office, office,
officer
who
holds the
one
office
may, with
or
President Senior
Vice President, Senior Vice President,
First
Vice
President
without
resigning
from
to
such existing such existing
appointed
office
Chief
Executive
Officer
hold,
addition
another
other Vice
than the
President,
of
office
Chairman, Vice
President,
Chairman,
First
Group
President
Senior
Executive
Senior Vice
Vice
President
or
Vice
President.
by
Section
5.12.
Other
Officers.
The
other
Officers the
shall
perfprm such duties
or
may
Vice Vice
assigned
the Chief Executive
Officer,
President Vice
of
be
tnecorporation,
or
as
in
Chairman, a Group President, a Senior Executive

President,
President
an
Executive
may
set forth
the
policies
and procedural
directives
titles
as
corporation.
officer,
The
Chief Executive
Officer
the Chief Executive
Officer
deems The
for
appropriate
from time
to
may
designate
such functional
time.
or
the dishonest
conduct
unfaithful
performance which
bean
officer,
employee,
agent
a corporate
fidelity
bond, the premiums
may
paid
by
the corporation.
of of
Section
5.14.
Execution
Contracts
and
Other
Documents.
The
Chief
or
or
Executive President,
officers,
Officer,
the President
the Corporation, President corporation
any Vice
time
Chairman, Group
time designate the
Senior Executive
Vice
may from who
or
of
to
employees
agents
the
shall
have
to
authority
sign deeds,
by
Section
5.13.
Official
Bonds.
corporation
of
of
may
indemnified
or in
be
toof an
the
be
the
event
as
to
or
Return
WMIPC_500002099.00111
CONFIDENTIAL
of
or
or
by
in
contracts,
satisfactions,
releases, and assignments
mortgages,
the
and
all
other
to
documents
instruments
writing
~ e made
officer
executed
corporation.
Section
written
5.15. the
Resignation. Chief Executive notice
Any
may
resign
any time
or to by at
by or
at
delivering the
the
notice
Officer,
President,
the Secretary
board
of
at
of
or if
directors,
giving
oral
any meeting
the board.
Any such
the
time
resignation
shall
take
effect
any subsequent
time specified
therein,
not
is
specified,
upon
delivery
thereof not
and, unless otherwise
specified
therein,
the acceptance
of bythe
such
be
to
resignation shall
necessary
mak~
it
effective.
of
Section directors
shall
5.16.
Compensation
Officers
and Employees.
fix
The board
No of is
employees from time
time.
officer
shall
prevented
from receiving
a salary
of
reason
the fact
that
such
officer
also a director
of
the corporation.
by
of
by by
or
an by
corporation Executive President,
held
Officer,
this
corporation
of
may
voted
person
by
in
Section
5.17.
Voting
Shares
Held
Corporation.
Shares
proxy
of by
another
Chief
be
or
by
by
a Senior Executive
Vice
President,
Executive
Vice
President,
a Senior Vice President.
ARTICLE
SHARES
VI
of
for
of by
as
by
in
Section represented Signatures
6.1.
Certificates
Shares.
The shares
the corporation
certificates
such form
prescribed
the board
of
may
directors.
on
be by
be as in
the
oron
or
the corporate behalf
officers
the certificate agent,
facsimiles
if
of
may
All
the certificate other than
manually signed
a transfer
registered
registrar, shall
of
an
byor
corporation
itself
employee
identified.
the
corporation.
shall
or be
certificates
consecutively
prescribed
the
board
or
numbered
All
otherwise
certificates
bear such legend

~,.
legends
of
directors
these bylaws.
ofof
Section
6.2.
Issuance
the
Shares.
directors,
Shares which
corporation
shall
be
of
the
shall
issued only
when
authorizeoby
board
authorization
include
the
to
for
be
consideration
received
each share.
as
Section
6.3.
Beneficial
Ownership.
Except
by
otherwise
permitted the
these
shall
in
on
the by
for
bylaws,
person
the
be
whose
name shares stand
the
books
all
corporation
to
toby
deemed
directors
corporation
the owner
thereof
purposes.
The board
or
of
of
for
may adopt resolution a procedure whereby a shareholder may certify writing the corporation that a portion the shares name such shareholder are held the account a specified person
of
or
in
the
corporation
of
all
registered
persons.
by
the in
of
of
for
persons
specified
certification
shall
deemed,
purpose
or
be
Upon
receipt
corporation
certification
complying
with such
procedure,
the
the
purposes
the
set
be
of
the
is
by
the President
the Corporation,
a Vice Chairman,
a Group
by
compensation
officers
and
to
may
compensation
of
fix
other
be
of
Return
WMIPC_500002099.00112
CONFIDENTIAL
in of
forth
the certification, the shareholder
the holders
record
the
number
shares specified
place
making the
certification.
of
of
of
by
Section
6.4.
Transfer
Shares.
Transfer
shares
the corporation holder
shall
of
byor by his
legal
representative thereunto
who
shall
furnish proper evidence
authority
transfer,
by
for
for
secretary
corpof<;: 1tiono, n surrender
cancellation
for
attorney
authorized
power
of
attorney duly executed
and
filed
with the
of
of
the
the
certificate
the shares.
be
no
All
to
certificates shall
surrendered
the corporation
transfer shall
canceled
and
new
have
certificate
issued until the former certificate
like
number
of
for
be
shares
shall
been surrendered
and canceled.
as
mutilated certificate,
a new
certificate
to
may
of be
Section
6.5.
Lost
Destroyed
the
Certificates.
Inthe
case
lost,
destroyed
issued therefor upon such terms
and
indemnity
the corporation
board
directors
may
prescribe.
Section the principal

registrar. certificate,
6.6.
Stock
Transfer
Records.
The
office
stock transfer books
shall
kept
or the
office
as
person
whose
to
name
shares stand
the
books
all
the corporation
shall
deemed
the corporation
the owner thereof
for
be
purposes.
or
issued
uncertificated
book entry form
manner
by
in
in
Section
6.7.
Uncertificated
Shares.
The shares
the
the Corporation
may
issued
prescribed
the board
or
directors.
in
Without
limiting
the
foregoing,
shares
the
Corporation
may
as
in
uncertificated
book entry form

Section
connection
with
new share
issuances,
the transfer
of
of
shares
provided
6.4
these
bylaws
and the replacement
of
shares
or
by
as
in
represented
lost,
destroyed
mutilated certificates
provided
Section
these
bylaws.
7'
5i':-''''
ARTICLE
SEAL need
not have
shall
VII
in
This
seal,
corporation
a corporate
the
If
....
.''
seal.
directors
adopt a corporate
the
of
of
the seal
the corporation
circular
form and consist

"
name
SeaL"
of
be
the
corporation,
the state and year
of
incorporation,
and the words
Corporate
of
6.5
ofbe in
of
of
be
by
in
the stock transfer
books
the corporation.
Except
in
together
with
class,
number
shares and date
be
The name and address

the
person
of
of
whom
shares represented
issue, shall
by
the corporation
corporation's
transfer
agent
of
to
the
any
entered
of
on
provided
these
bylaws, the
of
on
be
orat
of
at
of
the
the
be
or
or
of
or
to
of
made
only
the
stock tran. sferbooks
the corporation
the
of
on
record
thereof
his
be
in
to
of
of
of
be
Return
WMIPC_500002099.00113
CONFIDENTIAL
I
ARTICLE INDEMNIFICATION
VIII
OF DIRECTORS, EMPLOYEES AND AGENT
OFFICERS,
To
Section
8.1.
Director's
Right
Indemnification. a party
Each
involved
person
(
who
was
without
made
a party
threatened
made
to or is
or is
be
to
including,
or
limitation, civil,
a witness)
any
actual
threatened
or
in
as
action,
suit
proceeding,
whether
or, or
he he oror or
isis ofor or oror

the
by
of
the
criminal,
administrative corporation
investigative,
reason
fact
that
she
at of
or
a director
serving
the
being
having
been
such
a director,
she
toor ofof
as
the
request
the
corporation
director,
officer,
employee
other
agent
another
service alleged
corporation with
a partnership,
benefit
joint
venture,
trust
or
enterprise,
including
of
respect
employee
plans,
whether
the any
basis
such
proceeding
while
action
official
capacity
a director
or by in
other
capacity
serving
be
a director,
liability
shall loss
indemnified
and held harmless

fees,
the
corporation
against excise
all
expense,
and
( including
attorneys'
judgments,
fines,
ERISA
taxes
penalties suffered corporation
and amounts
to in be
in
paid
settlement) therewith;
actually
and reasonably
however,
that
incurred
such
shall
person
connection any
ora)
by
provided,
the omissions
or
on
of
indemnify
person from
intentional
account
any
acts
of or
to
of be
such
person
finally
adjudged from
misconduct
knowing
of or
violation
law
or
onof
such
person,
conduct
person
violation
RCW
to
238.08.310,
that
from
to
of
account
any
transaction
with
respect
which
or it is
finally
adjudged which
such person
person
personally
received
entitled,
in
benefit
money,
property,
services
such
respect
was
b)
in
as
not
legally
and
except
provided
subsection the
with
8.3 with
to
proceedings any such
seeking
enforce
to
rights
indemnification,
corporation
shall
in
person such
seeking person
indemnification
connection
a proceeding
or
of by
or
to
indemnify
part thereof)
initiated
only
if
such
proceeding
part
thereof) shall
was
his
by
authorized
the
to of be
board
directors
the
corporation.
Such
shall
as to
indemnification
continue
a person
who
has
ceased
a director
and
inure
the
inof
or
to
benefit
her heirs, a person

shall
executors considered
director,
and
administrators.
Without the request
limiting
the
situations
whiGh
isas
a
to
be
at or
of
serving employee
the
corporation, corporation
a direcfNWho
serves
that
a
a
officer,
agent
shall
be of
another
or
other
enterprise
to
be
of
at
subsidiary corporation,
the
corporation " subsidiary"
deemed
serving
request
where the
means a
other voting
corporation
other
enterprise controlled
majority
voting
stock
power
owned
corporation enterprise using
directly
through
one
more
the
subsidiaries,
a corporation statements
which
equity further
consolidated
byin oror of is
the
the
or
which the
or
or
or
or
or
of
is
other
on
is
corporation's
financial
reported
the
method.
the
Washington
Business then
Corporation
Act
amended
shall
authorize
indemnification
fullest
directors,
directors
the
corporation
by
to
indemnified
the
extent
permitted
the
Washington
Business
Corporation
as
so
amended.
be to
Act,
of
of
is
If
be
or
in
the
of
not
is as
in
as
an
or is
was was
Return
WMIPC_500002099.00114
CONFIDENTIAL
of
Section
8.2.
Director's
Burden
Proof
and Procedure
For Payment.
a)
be
to in be an in
( this Article
The
claimant
shall
presumed
claim
(
to
entitled
indemnification
under a
upon
submission
incurred the
inof
written
and,
action
brought
to
its
enforce
final
b)
in
claim
expenses where
defending
(
any proceeding
advance
disposition,
undertaking
shall
below has been tendered
to of
for
the corporation) the
and
thereafter
that
the corporation
have the burden
to
of
proof
overcome
presumption
the claimant
is'so entitled.
b)
corporation
final final
the
expenses
provided,
in
The
right
indemnification defending
shall
include
right
paid
incurred
any such proceeding
advance
disposition;
however,
that
the payment
such expenses
advance
ofby ofofits
this
in to
be
to
the
the
in
of
the
orof
to so
be
disposition
a proceeding
shall
made
only upon delivery
the
corporation
by
on
of
is to
all
undertaking,
behalf
that
such
director,
repay
amounts
advanced
if it to
shall
be
ultimately
determined
such
be
to
not
director
entitled
indemnified under
or
Article
otherwise.
to
of
Section
8.3.
Right
Claimant
Bring
Suit. after
a claim under
written
is
its
If
this Article
not
by
in
full
itsin
for
by
in
in
the corporation,
except
the case
final
proceeding
twenty
( 20)
advance
the
disposition,
which case the applicable

bring suit against
period the
shall
or in
corporation
recover the
the unpaid
to
amount
the claim and,
the extent
successful
be
be
whole
part,
claimant
shall
entitled
paid also the
expense
of
prosecuting
of
such claim.
Neither the failure
the corporation
( including
board
of
its
directors, prior
or
to
of or
of in to
expenses
claimant
proper
the circumstances
nor
an or
actual
determination
isits
or or to
counsel)
that
the
claimant
not entitled
indemnification
the
reimbursement
of
advancement
the claimant
expenses
shall
a defense
to
be
the action
create- ci'presumption
not
so
is
entitled.
in
Section
8.4.
Nonexclusivity
Rights.
The
ofin to
of
right
indemnification
and
final
the
of
of
in
payment
expenses
incurred
defending
not
a proceeding
advance
be
disposition conferred
this Article shall
exclusive
any other
its
right
which any
or
of
Incorporation, otherwise.
Bylaws,
agreement,
vote
shareholders
or
person
of
may
have
hereafter
acquire
under any statute,
provision
Articles
disinterested
directors
Section
8.5.
Insurance,
Contracts
itself
and Funding.
The
corporation
may
maintain
or
at
to
of or of
its
or
the corporation
another corporation,
partnership,
joint
venture,
or
insurance,
expense,
protect
and any
director,
officer,
employee
trust
the
agent
other
enterprise
or
against any expense,
liability
loss,
whether
or
not the corporation
would
have the
or
that
the corporation
( including
board
its
directors,
shareholders
independent
legal
by
commencement
such action that indemnification
reimbursement
or
shareholders
independent
legal
counsel)
have
of
made
a determination
advancement
of
to
the
is
the
in
days,
claimant
of
to
to
may
at
any time thereafter
be
of
claim
expenses
in
paid
the corporation
within sixty
( 60)
days
claim has
been
received
of
incurred
defending
an
Return
WMIPC_500002099.00115
CONFIDENTIAL
power
indemnify
such
person
against Act.
such
expense,
corporation
or
to
liability
loss
under any
the
Washington
action,
this
Business
into
Corporation
with
The
may,
without
shareholder
provisions
in
or
of
enter
contracts create
such
director grant credit)
officer
furtherance
the
other
Article
and
may
or
a trust fund,
a security ensure
interest
use
means amounts
as to
including,
without
limitation,
letter
payment
Article.
such
may
necessary
effect
indemnification
provided
in
be
to
this
of
Section
Corporation.
8.6.
Indemnification corporation disposition shall
Officers,
Employees
and
and
Agents
of
the
The
the
final
provide,
indemnification
pay
expenses
of
of
of
to
advance
corporation
a proceeding
effect
(
officers
and
employees
limitation
with
the
same scope
and
the
in
when
the
including
without officers,
coverage
as
or
at
of
serving other
the
request
the
corporation
joint
directors, trusts
employees
enterprises), with
agents
or
corporations,
partnerships,
ventures, provisions
other
and
as
observing
the
same
and
procedures,
the
this
Article
respect
to in
of
of
indemnification that
advancement
and
expenses described
the
directors
corporation,
2)
determinations
authorizations
RCW
by
the
3)
to
of
except
(
238.08.550( board
and
may
request
by
be
of
also
made
the
a committee
officers
authorized
of
directors.
Without the
in
be
be
to
limiting
situations
which
a person
shall
considered
serving
officer,
oror
at
of
has
the
corporation,
officer
employee
other
who
serves
a director,
subsidiary
employee
corporation
beof
agent
shall
another
corporation
enterprise
that
of
is
the
be
to
at
deemed
set
of
serving Section
the
8.1.
request
the
corporation,
where
" subsidiary"
in
At
the
the
its
meaning
forth
sole
option,
corporation
may
provide
in
indemnification
and
pay
expenses
(
advance
the
final
disposition
a proceeding
agents
the
corporation serving
including
without
limitation
providing
such
indemnification officers, trusts
advance
agents
the
request
the
corporation
as
to
at
of
directors, ventures,
or
employees
enterprises), written
agents provided
other
corporations,
partnerships,
or
of
joint
other
or
that
such and
indemnification
advance
made
to
a
this
i) is
pursuant
of
contract
executed
theon
delivered
behalf
liability
to
the
corporation
prior
the
or
is of
occurrence
conduct sought
giving
rise
expense
for
to
the
which
indemnification directors, directors.
by
or
or
or
payment
being
approved
ratified
the the
board board
-
by
or
of
committee
thereof,
a committee
officers
authorized
of
of
is
ii)
Section
8.7.
Contract
right
Right.
The
rights
indemnification
'
comerred
Article
ofto or
be
of
in
to
Article
shall
a contract
- any
and any amendment
repeal
this
shall
of or
adversely
of or
affect
right
protection
director officer
the
or
for
corporation
with
respect
or
not
any
acts
omissions
such
director
occurring
prior
such
amendment
repeal.
Section
8.8.
Severability.
any
or
of
If
provision contrary
this
Article
any the
application
or
be
to
thereof Article,
shall
invalid,
unenforceable
applicable
law,
remainder
other shall
of
this
or
the
application held
such
provision
persons
contrary
to or
of
orto
circumstances
applicable law,
than not
those
as to
which
it is
invalid,
unenforceable
in
affected
thereby
and shall
continue
full
force
and
effect.
be
or
to
to
orto
of
of
of
or
as
of
an
as
of
of
the
of
Return
WMIPC_500002099.00116
CONFIDENTIAL
ARTICLE
BOOKS AND
The
stock corporation
shall
RECORDS
books and records
IX
keep correct and complete
of
account,
of
of
transfer
books,
minutes
the proceedings
shareholders and the board
directors and such
other
records
may
necessary
or
as
be
advisable.
ARTICLE
FISCAL
YEAR
be
of
the
The
fiscal
year
corporation
the
shall
calendar
year.
ARTICLE
OF
VOTING
SHARES
OF ANOTHER
XI
CORPORATION
by
by
by
Shares
another
corporation
held
this
corporation the
of
may
voted
by
be
of
the Chief
or
or
by
by
by to
appointment
designate
form executed
other
any
them, unless the directors
by
President,
Executive
Vice President,
a Senior Vice President,
by
Executive
Officer,
the President
the Corporation,
Senior Executive
Vice proxy
an
of
resolution
shall
some
person
vote the shares.
ARTICLE
AMENDMENTS
TO BYLAWS
or
be
XII
by
These
bylaws
the
of
by at
adopted,
least
board
directors,
subject
the
concurrent
power
of
to
may
altered,
amended
repealed,
and new bylaws may
the shareholders,
of
or to of
two- thirds affirmative vote

alter
shares
the corporatiol]
to
the
entitled
vote
thereon,
amend
or
to
repeal these
bylaws
adopt new byla'ws~
be
of
its
Return
WMIPC_500002099.00117
CONFIDENTIAL
EXHIBIT C EXHIBITC
.Certificate of Due Incorporation and Legal Existence Certificate of. Due Incorporation and Legal Existence
17357747 17357747
WMI Assistant Secretarys Certificate WMI Assistant Secretary's Certificate
Return
WMIPC_500002099.00118
CONFIDENTIAL
f'~:
'
1:;"
~
t
!' J;
'..
.: it
e-
'~
of
of
of
of
the
SAM REED,
this
Secretary
State
State
Washington
and custodian
its
I,
seal,
hereby
issue
CERTIFICATE
OF EXISTENCE/ OF
AUTHORIZATION
WASHINGTON
MUTUAL,
INC.
in
on
the
FURTHER
Corporation
CERTIFY
was formed
the
that
records
file
this
office
show and
that
above
named
Profit
under
laws
State
WA
was
issued
a Certificate
in
Incorporation
Washington
on 8/
17/ 1994.
as
of
FURTHER
CERTIFY
active
of
the
that
date
this
certificate,
WASHINGTON
MUTUAL,
office.
has
the
remains
and
complied
with
filing
requirements
of
this
Date:
March
6,
2006
UBI:
601- 566- 389
the
Given
under
my
hand
and
Seal
the
of
State
Washington
Olympia,
the
of
at
State
Capital
Of
INe.
of
of
the
the
Sam
Reed.
Secretary
of
State
i;*."'?
~ -'~"'>
WMIPC_500002099.00119
.1.1
1
i1
I i I
Return
CONFIDENTIAL
Office
of
Thrift
Supervision
Treasury
1210,
Seattle,
of
Department
101 Stewart
1',.
Telephone:
(
the
West
Region
Street,
Suite
WA
98101-
1048
Seattle
Area Office
206) 553- 5196
Fax:
( 206)
553- 5475
March
2,
RECEIVED
2006
MAR
HELLER, Dipa
n 3 2006
EHRMAN
N.
Sudra, Attorney
Heller Ehrman White
& McAuliffe
6100
98104- 7098
LLP
701
Fifth
Avenue,
Suite
Seattle,
Washington
Dear Ms. Sudra:
is
This shall confirm holding company
that
Washington
Mutual, Inc.
WMI"),
Seattle,
Washington, and
the
("
top- tier
of
Washington
City,
Mutual Bank, Henderson,
Nevada,
of
Washington
Mutual
Bank, fsb, Salt Lake savings
Utah.
and loan holding company
under
12 U. S.
C.
WMI
to
registered
with
Office 1467a.
of As
Thrift
Supervision
as
is
the
Section
a savings
and loan
by
holding company,
Supervision.
WMI
subject
regulation
and periodic examination
the Office
of
is
Thrift
Sincerely,
b.
D.
lf~
Penny
t'v\~
Marshall Applications
,".,.,;;::;.--"'-,--
Regional
Manager
Return
WMIPC_500002099.00120
CONFIDENTIAL
EXHIBIT 01 EXHIBIT D1
January 2006 Resolutions January 2006 Resolutions
17357747
17357747
Return
WMIPC_500002099.00121
CONFIDENTIAL
January
2006
WM/
Board
Minutes]
of
Appendix
of
Approval
Issuance
REIT Preferred
Securities
WHEREAS,
and
outstanding
Washington
Mutual,
Inc.
( the
"
Company")
indirectly
owns
of
all
the
issued
of
common
stock
University
Street,
("
Inc.
University
Street");
WHEREAS,
liability
University
(
Street
proposes
connection assets
cause
of
to
the
formation
a Delaware and
limited
company Bank
will
the
" LLC")
and
in
therewith
University
Street
Washington
aggregate;
Mutual
contribute
the
LLC
approximately
$5
in
of
to
billion
the
to it
WHEREAS,
which
proposed
that
the
LLC
will
issue
common
interests,
substantially
be
will
issued
University
Street;
or
WHEREAS,
proposed
the
(
that
"
the
LLC
will
issue
WMB
which
designee
Preferred
two series
Interests
classes the
preferred
will
interests
LLC
Preferred
Interests")
LLC
aggregate
not
exceed
$ 2.0
billion;
WHEREAS,
dividend thereafter rate
proposed
class
that will
one have
of
it is
class
the
LLC
Preferred
Interests
will
have
fixed
and the
variable;
other
a dividend
for
is
rate
which
fixed
5 years and
is
be
WHEREAS,
special
proposed
that turn
the
will
LLC
issue
to
it is
Preferred
substantially
Interests similar
will
transferred
( the "
two
in
purpose
entities investors;
which
securities
SPE
Securities")
to
WHEREAS,
under
specified
circumstances,
each
the
class
of or
SPE
for
Securities depositary
will
for
be
of
automatically representing
exchanged
preferred
stock
Company
the
shares
in
of
fractional
interests
preferred
stock
Company;
and
to
of
WHEREAS,
the
Board
desires
authorize series,
the
issuance delegate
two
of
series
such
preferred
officers
to
to
stock,
establish
substantive
terms
within
each
to
of
authority
appropriate
the
Company
and
determine,
rights,
the
limits
specifically limitations
prescribed
in
to
of
these
resolutions,
the
designation other
relative
preferences stock
and and
each
series
and
provide
to
matters
relating
the
preferred
the
LLC
preferred
intere~.,,~_
IS
THEREFORE,
authorized designated
" Series I
HEREBY
of
Perpetual
RESOLVED,
preferred stock
that
there
hereby
created
out
of
is
IT
the stock
(
of
and77ul} issued
shares
I
the
Company
a series Rate
of
preferred
as
the
" Series
Non- cumulative
Fixed/ Floating stock designated J Preferred

that
Preferred
"
Stock" J
for
the value.
rights,
Preferred
Stock")
and
a series
preferred
(
as
of
the
Series
to
of
Perpetual
Non- cumulative
shares shares
constituting
Fixed
Rate
Preferred
shall
Stock" not
the
"
Series
Stock"). the
The
number amount
each
series not
exceed
2,000; stock
provided
aggregate
in
in
both
series
shall
exceed
2,000.
The
each
series
shall
have
no
par
FURTHER
Stock which
(collectively,
RESOLVED,
the
"
the
that
Series
shall
Preferred
Stock
rights,
and the
Series
Preferred
limitations
Preferred the
Stock")
each
have
preferences
and
are
consistent
with
following:
Ranking.
The
to
Preferred
Stock
shall,
with
respect
dividend
rights
and
liquidation
rank
future
parity
with
each
or of
series
future
class
the
Company's
expressly
preferred
state that
stock
issued
in
a)
or
on
the
of
unless
the
terms
such
series
class
to
it is
junior
the
of
of
inor
it is
to
of
its
of
is
all
Return
WMIPC_500002099.00122
CONFIDENTIAL
b)
on
Preferred
Stock; stock
rank the
parity
with
each
other;
and
to
c)
rank
senior
the
Company's
common
and
Company's
Series
RP
Preferred
Stock.
of
of
Liquidation Stock
will
Account.
The
per
share
liquidation
amount
each
share
the
Preferred
not
exceed
$ 1,000,000.
be on
by
if
Dividends. paid
quarterly.
Dividends
will
the
Preferred
Stock,
and
when
declared
the
Board,
will
Dividends
noncumulative.
The
dividend
rate
the
Series the
Preferred
Securities.
Stock
will
for
on
be
at
fixed
rate
a
the
period date 30/
5 years from the

the
issuance are
SPE
will
Such 7.0%
rate per
will
set
or
be
on
of
of
about
that
SPE
After
Securities the
issued
and
not
exceed
the the
annum,
rate
will
on
calculated
360
for
be of
basis.
expiration
will
such
5-
year
period,
dividend product
become
variable
an
and
each and
dividend
period
amount
equal
A)
of
to
the
liquidation shall
B)
3-
amount 275
month
L1BOR
to
applicable
such
period
plus
a spread
which
not
exceed
on
basis
points,
calculated
a 30/ 360
basis.
on
be
The
at
dividend the date
rate that
the
Series
Preferred are
Stock
will
fixed
rate
and
not
will
or
be
on
set
about
the
SPE
Securities
basis.
issued.
Such
fixed
rate
shall
exceed
8.0% per
annum,
on
calculated
a 30/ 360
dividends period,
are then
not
declared
and
for
in
on
full
If
paid
the
Preferred pay, during
Stock
any
quarterly period,
dividend
Company
with
not to,
or
the
shall
declare
such
quarterly
or
or
or
or
dividends
other with
distributions
respect
redeem,
purchase, except
acquire
make
liquidation
payment
its
with
respect
any
of orits
capital
securities,
dividends
to
connection
shareholders'
rights
plan,
any successor
plan,
the
extent
required
therein,
dividends
in
or
connection
with
benefit
plans.
be
Maturity. date.
The
Preferred
Stock
will
perpetual
and,
accordingly,
will
have
no
in
to,
maturity
be
at
Redemption.
The
Preferred
Stock
will
not
redeemable
the
the
option
of
the
holders.
be
to
at
The
after
Company
will
able
redeem
its
Preferred
Stock
option
any time
liquidation
of
of
at
5 years from
with
limits
the
date
issuance
SPE
Securities
price
equal
to
the
the
for for
amount
certain
appropriate
adjustments funds
declared
and
unpaid
dividends,"
su5ject,
however,
on
the
sourcesof
such
redemption.
be
Sinking~
FCmd.
The
to
not
Preferred
Stock
will
subject
a sinking
fund.
be
Convertibility.
The
Preferred
Stock
will
not
convertible
into
any
of
the
Company's
other
securities.
no
of
Voting.
The
holders
Preferred law
Stock
shall
have
event
voting
rights
except are
i) to
the
the
by
in
extent,
any,
required
Washington
Stock
and
the
that
dividends not
not
ii)
if
declared then the
for
and
paid
a series
series
of of
Preferred Preferred then
6 quarters
with
( whether
or
on
consecutive),
of
of
holders preferred
elect shall
that
Stock
( together
the
holders
any other
will
parity
series the
right right (
of
stock
WMI
of
outstanding the next
which annual
has the same voting

meeting,
rights)
have
that
two
directors
WMI
such
at
shareholders paid dividends declared
provided
such
for
terminate
when
fourth
holders
have
been have
4 consecutive
set
aside).
quarters
the
case
of
the
quarter,
dividends
been
and
in
or
to
of
to
be
Return
WMIPC_500002099.00123
CONFIDENTIAL
for
RESOLVED
contemplated Executive Executive hereby,
FURTHER,
that
purposes
shall Officer,
beof
these
resolutions
and
the
(
transactions the
(
an
of
each
the
the
following
"
Authorized Chief
-
i)
Officer":
Chief
iv)
ii)
Officer,
Chief
Operating
iii)
the
Financial
Officer,
any Senior
v)
the
Vice
(
President,
Executive President Senior
Vice
President
Corporate
vii)
Strategy Vice
&
President
Development,
Assistant
vi)
the
Senior
( viii)
Vice the
and Treasurer,
President
the
Senior
and
Treasurer
and
Vice
and
Controller.
RESOLVED
to,
FURTHER,
Authorized
that
the
Board
hereby
authorizes,
and
delegates
the
authority the
rights,
of
any
two
to
the
Officers
designate, Stock,
finalize,
determine
and
complete
preferences
resolutions;
and
limitations
the
Preferred
subject
the
limits
specified
in
of
to
these
RESOLVED
preceding resolutions
FURTHER,
shall
that
the
authorization
limitation,
and
the
delegation
in
the
immediately the
include,
without
authority
determine the
number
rates
be
to
shares the
each
to
of
of
series
Preferred designate
Stock
authorized,
determine the
dividend
and
in
to
liquidation
amount,
further
situations
which
Company
has the option
or
to
redeem
stock
the
Preferred
Stock
with
without authorize
make- whole
the
filing
of
provisions,
approve
the
form
any
certificate
and
prepare the
and
articles
amendment
for
to
of
of
each
series
of
of
of
Preferred
Stock
with
Secretary
State
the
State
of
Washington;
be
RESOLVED
shall
FURTHER,
shares
that
the
Preferred
Stock
may
to
issued
a depositary,
which
in
of
to
and
issue depositary Stock;
each
representing
fractional
interest
the
shares
a series
the
Preferred
RESOLVED
its
perform Authorized obligations
FURTHER,
under
that
the
Company
to is
to
hereby issue
authorized depositary
enter
into
and
a deposit
agreement
the
shares,
and
any and
deliver
to
Officer
authorized
select
depositary
and
to
is
negotiate,
execute
on
such
deposit
agreement
of
behalf
the
Company;
or
RESOLVED
FURTHER,
that
the
Authorized
Officers,
any
of
them,
are authorized authority
in
on
to or of
or its
empowered, such any

authority
behalf
the
Company
attorneys-
and
infact
name, with
agents acting
that
power such
and
to
full
delegate
it is for
one
more
Authorized necessary
Officers,
in
of the
them,
pursuant
a power
attorney,
event
deemed
Stock,
or an so or the to
in
do,
the
the
e, the
desirable Interests prepared,
connection
with
offering
Preferred
LLC
Preferred
or in
or
or
of
of
or to to
SPE
Securities
circular
private/
Regulation
offering,
prepar.
cause
offering
offering
memorandum
with
respect
sucTlsecurities
( and
as
supplements
action
private
amendments
thereto),
the
Authorized
Officers,
any
of of
them,
taking
such
in
in
be
any
to
shall
apRfoye and
connection
therewith
order
effect
offering
such
in
to to
to
the
securities
offering;
RESOLVED
FURTHER,
that
any
Authorized those Policy
Officer,
together from
with time
other
proper
officers
of
the
Company
Asset
effect
( including,
without
limitation,
authorized
to
time
pursuant
the time
Company's
and
Liability
Management
and
the
standards enter
and
into,
procedures execute
from
in
to
time
thereunder),
hereby
to
is
authorized
negotiate,
and
(
deliver
all
any
and
additional
agreements
with
( which
agreements
may
include,
without
limitation,
or
purchase
agreements
Goldman
the
Sachs
Preferred covenants
ii)
& Co.
an
affiliate,
exchange
Securities
agreements
into
to
of
relating
the
exchange
iii)
(
LLC
Interests
and
the
SPE
the
in
or
of
of
of
i)
Stock,
declaration
other
agreements,
prohibiting restricting
favor the
holders
SPE
and/
specified stock
indebtedness
the
Company,
Stock,
issuance
by
or
of
the
of
to
Company
redeem
of
preferred
senior
the
Preferred dividends
sources
funds
used
stock
or
the
Securities,
restricting
and
distributions
the
Company's
if
SPE
on
or
a
to
of
of
to
Return
WMIPC_500002099.00124
CONFIDENTIAL
or
dividends
are
not
paid
the
SPE
behalf
Securities),
any
undertakings
( including,
other
documents
limitation,
or
filings
on
supplemental applications foreign)

officer
agreements
with banking
the
Company
without
regulators, actions,
securities
regulators
stock
exchanges, Officer
domestic
in
as
and
take
any other
necessary
each
case,
such
with
Authorized the
or
to
other
proper
in
or
be
deems
the
advisable
connection Securities
issuance the
of
to
the
Preferred these
or
or
to
Stock,
LLC
Preferred
Interests
limits
the
SPE
further
intent
resolutions,
subject
the
set
in
to
forth
these
resolutions.
[ February
2006
WMI
Board
Minutes
( NB:
The
February below
board were
minutes adopted
have
by
approved during
its
the
Board;
however,
by
of
not been Board
the
resolutions 2006.]
the
duly held
meeting
in
February
WHEREAS,
and
outstanding
Washington
Mutual,
Inc.
( the
"
Company")
Inc.
indirectly
owns
of
all
the
issued
of
common
stock
University
Street,
("
University
Street");
to
WHEREAS,
liability
University
( the "
Street
proposes
connection assets
cause
of
the
formation
a Delaware and
limited
company Bank
will
LLC")
and
in
therewith
University
Street
billion
Washington
aggregate;
Mutual
contribute
the
LLC
approximately
$ 5.4
in
to
of
the
or or
a
fixed
on
of
or
to it is
WHEREAS,
which
proposed
that
the
LLC
will
issue
common
interests,
substantially
be
will
issued
University
Street;
or
WHEREAS,
proposed
(
that "
the
LLC
will
issue
WMB
which
designee
Preferred
two
series
classes the
preferred
will
interests
the
LLC
Preferred
Interests")
LLC
Interests
aggregate
not
exceed
$ 2.0
billion;
WHEREAS,
dividend years
rate
proposed
class
that
will
one have
of
it is
class
the
LLC
Preferred
Interests
will
have
and
the
other
a dividend
for
is
rate
which
fixed
approximately
and
thereafter
is
variable;
be
WHEREAS,
special
proposed
that
the
will
LLC
issue
to
it is
Preferred
Interests similar
will
transferred
(
two
in
purpose
entities
which
turn
substantially
securities
the
"
SPE
Securities")
to
investors;
WHEREAS,
of
under
specified
circumstances,
each
class
SPE
for
Securities depositary
will
for
automatically representing
exchanged
preferred
stock
the
Company
the
or
be
of
shares
in
of
fractional
interests
preferred
stock
Company;
17, the
in
set
of
at
WHEREAS,
Resolutions"), the
its
resolutions
adopted the
January
2006
meeting
" Prior
of
Board
previously
authorized substantive
issuance
two
of
series
such
preferred
of
of
stock
the
Company,
established the
terms
each
the
series, limits
delegated
authority
into
Prior
of
to
appropriate
Prior
officers
Company
determine,
relative
within
specifically
prescribed
Resolutions,
the other
designation matters
and
rights,
preferences stock
and
the
of
limitations
each
series
for
to
and and
the
provided
relating
preferred
and
LLC
preferred
interests;
to
of
WHEREAS,
the
Board
now
stock
desires
amend
and and
supplement certain
certain
the
terms the
each
the series
preferred
the
Company
the
provisions
Resolutions.
in
of
of
of
of
of
the
in or
to
it is
of
its
of
all
Return
WMIPC_500002099.00125
CONFIDENTIAL
IS
THEREFORE,
HEREBY
Rate
RESOLVED,
that
the
two
the
series
" Series
I
of
IT
preferred
stock
by
as
be
authorized cumulative
"
the
Prior
Resolutions
shall
designated Stock"
(
Perpetual Stock")
Nonand
the
FixedPerpetual
to-
Floating
Preferred Fixed
the
" Series Stock"
Preferred
(
Series
Non- cumulative
Rate
Preferred
the
" Series
J Preferred
Stock"),
respectively;
RESOLVED
Preferred Stock
FURTHER,
the Series
that
notwithstanding Stock are
the
Prior
Resolutions, the
" Preferred
the
Series
and
J Preferred
(collectively,
Stock")
shall
each
for
have each
rights,
preferences
and
limitations
which
set
in
forth
the
respective
designations
series
presented
this
meeting provided
subject
the
completion
and
any modification
as
Authorized
Officers
herein
the
"
Designations");
RESOLVED
to,
FURTHER,
that
the
Board
hereby
authorizes,
Prior
and
delegates
the
authority
finalize,
in
as
of
any
two
the Authorized
Officers
rights,
defined
the
Resolutions)
to
designate,
determine
and
complete
actions,
the
preferences,
privileges,
restrictions
and
by
and
Prior
at
to
other
matters, the
of to
take
such
other
relating
relating
the
Preferred
Stock,
series,
subject
the
limits
Resolutions holders'
the
number
sinking
in
to
shares
each
liquidation
amount,
in
to
to
maturity,
limits:
redemption
rights,
fund
and
convertibility
and
to
the
following
be
the
Series
until
Preferred 15,
Stock
will
in to
at
i)
fixed
rate from
issuance
not
exceed
the
in
7.50%
per
annum
March
2011
another
date
floating
March
for
rate
2011 each
as
or
provided
be
at
completed
Designation
and thereafter
will
at
the
dividend set
period
forth
a rate
in
equal
the
month
L1BOR
per
applicable
such
plus
period
circumstances
will
if
Designation
4.75%
the
annum,
higher)
a spread
which
not
exceed
275
basis
in or
3-
or
to
to
points;
ii)
Series
Preferred
Stock
fixed
rate
not
exceed
8.0%
annum;
in be
iii)
the
Company
another
will
able
redeem
the
Preferred
Stock
any
time
on
to
March
15,2011
iv)
date
March
2011
in
as
or
provided
the
completed
per
after
be at
to
will
Designation;
and
no
the
holders
the
Preferred
Stock
will
have
the
voting
that
rights
except are
i) to
of
the
extent,
any,
required
Washington
Preferred holders
(
law and
in
by
ii)
if
event
dividends series
wit~,;~ elect
not
declared
of or
and
paid
a series
the
certain Preferred
will
other
classes
(
described other
in of to to
have
as
or
on
on
of
the
completed
series
Designation)
then
the
Stock
together
EY
classes the
in
described
the
completed
Designation)
have
to
the
right
two
directors
Company
at
the
next
annual
meeting;
RESOLVED
preceding resolution the
FURTHER,
shall,
that
the the
authorization
limits therein,
and
delegation without Stock

rights
in
the
immediately the authority
subject shares
of to
include,
limitation,
determine
number
each
series
Preferred
of to
be
to
of
of
authorized,
to
determine
the the
dividend
rates, rights
specify
additional
redemption
the
Company,
dividends
specify not
on
on
to
limits
Company's
the the State
pay dividends
other
equity
securities
on
of to
of
if
been and
paid
Preferred
Stock,
articles
approve
the
form
any
stock
certificate
and
Stock
to
prepare the
for
of
authorize
filing
amendment
each
series
of
Preferred
with
of
of
Secretary
State
of
the
Washington;
in
RESOLVED
FURTHER,
Authorized series
that
the
number
provided
shares
authorized
the
Designations the
articles
by
as
of
completed
the
Officers
herein issuance;
shall
upon
filing
for
amendment
each
fully
reserved
for
be
of
as
of
or
Return
WMIPC_500002099.00126
CONFIDENTIAL
RESOLVED
FURTHER,
the
last
or
of
that
the
declaration
Prior
covenants
other
agreements such
referred
to in
in
of
clause
iii)
resolution
the
Resolutions
may
also
include
other without
as on on
or
provisions
limitation
items
any Authorized
dividends the
Officer
deems
necessary
or
advisable other
including equity
on
the
restrictions
and
distributions
Company's and
securities
on
dividends
are
not
paid
Preferred
Stock
after
issuance
the
its
restrictions
sources
for
of
funds
any redemptions;
RESOLVED
Resolutions
FURTHER,
as
that
except
effect;
hereby
amended
and
supplemented,
the
Prior
in
remain
full
force
and
and
RESOLVED
FURTHER,
that
any Authorized
limitation,
Officer,
together from
with time
other
proper
officers
to
the
Company
( including,
without
those Policy
authorized
time
pursuant
to to
will
of
the time
Company's
Asset
and
Liability
Management
and
the
standards enter
and
into,
procedures execute
from
in
to
to
is
time
effect
thereunder),
hereby
authorized
negotiate,
and
deliver
or
any
and
additional
agreements,
any undertakings
( including,
other
documents
filings
agreements
banking
behalf
the
Company
regulators
without
or or
all
supplemental applications with
on
of
limitation,
or
or
regulators,
securities
stock
exchanges,
domestic
foreign)
officer
and
to
take
as
in
or
any
other
actions,
each
case,
such
Authorized the
Officer
other
proper
deems LLC
in
or
necessary Preferred Resolutions,
advisable
connection
with
issuance
further
of
the
intent
Preferred
Stock,
the
or
inor to
Interests subject
SPE
Securities
the
these
resolutions
or
of
the
the
Prior
the
set
to
limits
forth
these
resolutions.
of
Appendix
of
Approval
Issuance
REIT
Preferred
Securities
WHEREAS,
outstanding
Washington
Mutual University
Bank
Street,
( the
"
Bank")
indirectly
owns
of
all
the
issued
and
of
common
stock
("
Inc.
University
Street");
to
WHEREAS,
proposed
thereon
that
the
Bank
will
make
$ 1.2
a contribution
University
( the
"
Street
consist Street
loans
interests
not
exceed
stock
in
or
to
of
billion
book
value
University
for
in
Contribution)
exchange
preferred
issued
by
University
Street;
to
WHEREAS,
liability
University
(
Street
proposes
connection
cause
of
the
formation
a Delaware and
the
limited
company
the
"
LLC'")
and
in
therewith
University with the
Street
Bank
"
to
contribute Contribution")
the
LLC
of
assets
approximately
$5
billion,
Bank's
Rertion
( the
LLC
value;
consist
loans
interests
therein
not
exceed
$ 1.0
in
or
to
of
to
billion
book
in
WHERE; AS,
exchange
for
such
contributions,
University the
Street
will
receive
will
or
of
of
all
substantially
the
common
preferred
interests
the
LLC
and
Bank
its
designee
receive
or
of
two
classes
series
stock
the
LLC
("
LLC
Preferred
Interests");
by
to
will
it is
be or
it is
be
WHEREAS,
proposed
purpose
that
the
LLC
Preferred
Interests
will will
transferred
WMB
designee
two
"
special
entities
SPEs") and
which
in
to
("
its
turn
issue
substantially
similar
securities
( the
SPE
to
Securities")
investors;
it is
WHEREAS,
authorize
proposed
that
the
( the
Bank's
"
parent, Preferred
Washington
Stock")
Mutual,
Inc.
two
series
preferred
stock
WMI
will
for
of
which
under
circumstances
each
class
SPE
Securities
be
of
automatically
exchanged.
IT
IS
THEREFORE,
the
HEREBY
RESOLVED,
and
("
WMI"), certain
that
the
University
Street
Contribution
Officer
(
and
LLC
Contribution
are
hereby
authorized
approved,
and
any Authorized
as
if
Return
WMIPC_500002099.00127
CONFIDENTIAL
on
or is
defined
below)
hereby
authorized
behalf
the
Bank
to
of
negotiate, necessary
execute
and
deliver
any
as
agreements
connection
documents
the
such
Street
Authorized Contribution
Officer
deems
the
appropriate
or
with
University
LLC
Contribution.
or
to
is
to
in
cause any
deliver
or
RESOLVED
FURTHER,
the
that
the
Bank
hereby
authorized
transfer,
designee
Authorized
transfer,
LLC
Preferred
Interests
the the
SPEs
Bank
to in
of to
exchange
for
to
cash
and and
Officer
hereby
authorized
on
is
behalf
execute
any
agreements
with
documents
transfers;
such
Authorized
Officer
deems
appropriate
connection
such
of
is
RESOLVED
FURTHER,
execute
each and
the
Authorized
Officers
hereby the
authorized
on
behalf
the
Bank
deliver
any agreements
with the
with
LLC
as
of
to
such
Authorized
in
or
Officer
deems
appropriate
connection
management,
operation
of
administration
the
LLC;
or
RESOLVED
FURTHER,
that
the
Authorized
Officers,
full
any
for
of
or
and
them,
are
authorized
inin
on
empowered, such any

the
authority
behalf
the
Bank
and
name,
with
power
and such
to
of
its
authority
delegate
Officers,
or
or
in
with
(
as
or
or
its
one
more attorneys-
fact
agents
acting desirable
Authorized do,
in
them,
the the
event
that
deemed
the
necessary Preferred
in
so
or
to
of
it is
connection
offering
Preferred
Stock,
LLC
or or
Interests prepared with
the
SPE
in
of
Securities
private/
Regulation
offering,
prepare,
cause
in
be
to
to
to
participate
the
or
of,
an
preparation
offering
circular
offering
memorandum
to
respect
such
securities
and
as
or
or
any such
supplements
action
shall
amendments
thereto),
the
Authorized
Officers,
any
of
them,
taking
in
in
to
of
approve
connection
therewith
order
effect
the
offering
such
in
securities
private/
Regulation
offering;
RESOLVED
FURTHER,
without
that
any
Authorized those Policy
Officer,
together from time
with
other
proper
officers
to
the
Bank
(including,
limitation,
authorized
time pursuant procedures execute
to
of
the time
Bank's
Asset
effect
and
Liability
Management
and
the
standards enter
and
into,
from
in
time
thereunder),
hereby any Bank
to
is
authorized undertakings
negotiate, other
and
deliver
any
or
and
additional
agreements, behalf
documents
filings
or
all
supplemental applications foreign)

officer
agreements
banking
the
(including,
without stock
or
on
of
limitation,
with
or
or
regulators, actions,
securities
regulators
exchanges,
domestic
and
to
take
in
as
or
any
other
each
case,
such
with the
Authorized the
Officer
other
proper
deems
in
or
necessary
advisable
connection
issuance
of
the
University
Street the
Contribution,
or
or
of
to
LLC
Contribution
the
transfers
LLC
Preferred
Interests
of
further
intent
these
resolutions;
and
for
RESOLVED
contemplated Executive Executive Treasurer, President hereby,
FURTHER,
that
purposes
shall Officer,
be of
these
resolutions
and
the
(
transactions the Chief
an
of
the
Hi)
each
the
following
" Authorized
Officer":
i)
iv)
ii)
Officer,
Chief Operating
the
Chief
Financial
Officer,
any Senior and
v)
vi)
Vice
vii)
(
President,
any
Executive
Vice
President,
the
Senior
( viii)
Vice the
President Senior Vice
the
Senior
Vice
President
and
Assistant
Treasurer
and
and
Controller.
be
the
to
to
or
to
Return
WMIPC_500002099.00128
CONFIDENTIAL
EXHIBIT EXHIBIT D2 D-2 February 2006 Resolutions February 2006 Resolutions
- Pricing Pricing
17357747 17357747
Return
WMIPC_500002099.00129
CONFIDENTIAL
by
Board during
duly held meeting
in
been approved
its
the Board;
however,
the resolutions below February 2006,]
were adopted
by
February
2006 WMI Board Minutes
NB: The February board minutes have
not
the
WHEREAS,
issued
Washington
Mutual,
Inc..( the':
Company")
indirectly
owns
of
for will
all
the
of
and outstanding
common
stock
University
Street, Inc.
("
University
Street");
Washington
Mutual
Bank
will
contribute
LLC assets
approximately $ 5.4
billion
the aggregate;
WHEREAS,
it is
proposed
that
the LLC
Street;
will
issue
common
interests, substantially
be
of
which
will
issued
to
all
University
of in it is
or
to
will
or
WHEREAS,
classes
proposed
that
the
LLC
" LLC
issue
WMB
its
designee
two
the
series
preferred interests (
Preferred
Interests")
which
LLC
Preferred
Interests
the aggregate
will
not exceed
$2.0
billion;
it is
of
WHEREAS,
a
fixed
the
proposed
that
one class
will
LLC Preferred
rate
Interests
have
dividend
rate
and
other
class
have a dividend
which
is
the
fixed
approximately
5 years and thereafter
is
variable;
be
WHEREAS,
two special purpose
proposed which
that
the
LLC Preferred
will
Interests will
transferred
in
entities
turn
issue
substantially similar securities
( the
SPE
Securities")
to
."
investors;
WHEREAS,
under specified
for
circumstances,
each
class
of or
SPE
for
Securities
will
be
automatically
exchanged
of
preferred
stock
the Company
depositary shares
in
of
representing fractional
interests
preferred
stock
the Company;
its
in
of
WHEREAS,
"
at
set
resolutions
adopted
January 17, 2006
meeting
( the
of
Prior Resolutions"),
the Board previously
authorized
the issuance terms
two series
of
such
of
preferred authority
stock
the Company, established substantive
of
eaCllseries,
delegated
of
to
in
appropriate
prescribed
officers.
the Company
theto
determine,
within
the
limits
for
specifically
the Prior Resolutions,
designation
and
relative
rights,
of
preferences
preferred
and limitations
each series and provided

interests;
other
matters relating
to
the J
the
stock
and the LLC
preferred
and
certain
to
WHEREAS,
the Board now desires
amend and supplement
of
of
of
of
terms
each
the series
preferred
stock
the Company and certain
of
the
in
provisions
the
Prior Resolutions.
THEREFORE,
HEREBY
RESOLVED,
that
the two series
of
IT IS
of
preferred
stock
by
as
be
authorized cumulative the

"
the Prior Resolutions

toFloating
shall
designated
( the
"
the
" Series I
Perpetual
Nonand
Fixed-
Rate Preferred Stock"
Series
Preferred Stock")
Series J Perpetual
Non- cumulative
Stock"
the
" Series
Preferred Stock"),
respectively;
to
it is
in
limited liability
company
( the
"
LLC")
and
toin
WHEREAS,
University
Street
proposes
cause
the formation
of
to
a Delaware
Street
connection
therewith
University
and
of
the
Return
WMIPC_500002099.00130
CONFIDENTIAL
RESOLVED
Preferred shall
FURTHER,
that
notwithstanding
the Prior Resolutions, the
the Series
Stock")
Stock have
and the Series J Preferred Stock

rights,
( collectively,
" Preferred
each
preferences
series
and
limitations
which
are set forth
in
the respective
byfor
to
at
designations
modification
Authorized
as
each
the
presented
this
meeting subject provided

( the
"
completion
and any
Officers
herein
Designations");
RESOLVED
to,
authority designate, restrictions
FURTHER,
that
the Board hereby authorizes,
and delegates
the
as
in
any two
the Authorized
Officers (
defined
the Prior Resolutions)

privileges,
finalize,
determine and complete
the rights, preferences,

actions,
to
and
other
matters, and
take such other Resolutions
to
relating
the
Preferred
in
Stock,
subject
the
limits
the
Prior
relating
the number
rights,
shares
each series, liquidation

convertibility
amount,
maturity, holders'
limits:
redemption
sinking
fund and
and
to
the following
orbe at
the Series
Preferred Stock
until
will
fixed
rate
from issuance
not
for
exceed
provided dividend
7.50% per annum
March 15, 2011 and
another
will
date
March
2011
rate
in
be
at
the completed
Designation
thereafter
as
(
in
floating
each
setat
period
a rate equal
the
month L1BORapplicable 4.75% per annum,
such
period
in
circumstances which
will
forth
the Designation
basis points;
if
higher) plus
a spread
not exceed
275
be
at
to
ii)
will
a fixed rate not
exceed
8.0% per
annum;
iii)
the Company
will
able
redeem the Preferred Stock any time
as
in
after
March 15, 2011 and
another
date
March 2011
provided
in
or
the completed
Designation;
iv)
byof
no
the
holders
the Preferred Washington
Stock
will
have
voting
rights
except
the extent, declared described

with
right
any, required
law and
in
ii)
if
the event that dividends

other
are not
and paid
series
the Preferred
certain
classes
series
(
in
the completed
Designation) described
then holders
of
the Preferred Stock Designation) meeting;

will
together
at in
or
any other
classes
series
the completed
have the
to
of
elect
two directors
the Company
the next annual
preceding
authority
ofto
RESOLVED
to<!
FURTHER,
that
the authorization the

limits
and
in
delegation without
the immediately the
resolution shall, subject
therein,
include,
limitation,
to
to of
etermine the number
shares
rates,
each
series
Preferred Stock redemption
to to
authorized,
determine the dividend
of
be
the
specify additional
of
rights
on
Company,
securities
specify
limits
the Company's
rights
pay dividends
on
to
other
equity
on
to
as
for
or
or
on
on
of
if
dividends
have not been paid
the Preferred Stock,
approve
the form
to
ofof
any stock
certificate
and
prepare
with
and authorize the Secretary
the
filing
articles
each series
Preferred Stock
State
the State
ofof
amendment
Washington;
of
of
as
by
as
RESOLVED
Designations
FURTHER,
that
the number
for
shares authorized provided reserved

for
in
of
the
completed
the Authorized
Officers
herein shall upon issuance;
filing
the articles
amendment
each
series
be
of
of
fully
RESOLVED
FURTHER,
iii) or of
(
that
the declaration
covenants
or
of
other
agreements
to in
in
such
other
provisions
items
any Authorized
Officer
deems necessary
or
referred
clause
the last resolution
the Prior Resolutions
as
may
also include advisable
of
i) to
or
be
on
to
or in
3-
to
to
to
i)
in
to
to
of
to
of
Return
WMIPC_500002099.00131
CONFIDENTIAL
on
including other
without
limitation restrictions
dividends
and
on
distributions
the Company's
its
equity
securities
dividends
are not paid

for
on
if
the Preferred Stock
after
issuance
on
and
of
restrictions
the sources
funds
any redemptions;
RESOLVED
Prior
FURTHER,
as
that force
except
hereby amended and
and supplemented,
the
in
full
Resolutions
remain
and
effect;
officers
those authorized
Policy
from time
to
of
RESOLVED FURTHER, that any Authorized the Company ( including, without limitation,
Officer,
together
with other
proper time
to
pursuant
the Company's from time
Asset
and
Liability
Management
and the standards
in
to
and procedures
enter other
into,
time
effect
thereunder), additional
hereby authorized
to
is
negotiate,
or
execute
and
deliver
any and
agreements,
any undertakings
(
or
or
or
stock
exchanges,
domestic
Officer
foreign)
and
take any other
actions,
such Authorized connection

with
other
proper
officer
deems
necessary
in or
without
limitation,
filings
applications
with
banking
regulators,
securities
regulators
each case,
advisable
or to
SPE
Securities
further
the intent
these resolutions
or
the issuance
the Preferred Stock,
the
of
LLC
Preferred Interests the Prior Resolutions,
subject
the
in
to
limits
set forth
these resolutions.
or in as the or
documents
of
on
supplemental
agreements
behalf
the Company
including,
to
to
of
be
or
all
Return
WMIPC_500002099.00132
CONFIDENTIAL
EXHIBIT D3 EXHIBIT D~3 February 2006 Resolutions February 2006 Resolutions
- Articles of Amendment Articles of Amendment
17357747 17357747
Return
WMIPC_500002099.00133
CONFIDENTIAL
OF
ARTICLES
AMENDMENT
WASHINGTON
( Series I
OF
MUTUAL,
Fixed-
INC.
Perpetual
Non- cumulative
to-
Floating
Preferred
Stock)
of
Pursuant
the
provisions the
Chapter
23B. 1 0 and
Section
23B.
06.020
Mutual,
of
Inc.
to
the
( the
of
Revised
"
Code
of
Washington,
undersigned
officer
Washington
of
Company"),
a corporation does
hereby
organized
and
filing
existing
under
Articles
the
laws
the
State
for
of
to
its the
Washington,
submit
these
Amendment
Amended
and
Restated
of
Articles
Incorporation:
of
FIRST:
The
name
the
Company
the
is
Washington
Mutual,
Inc.
of
SECOND:
are hereby designated Stock."
of
1,250
"
shares
I
authorized
Preferred
Stock
Company
Rate
Series
Perpetual
Non- cumulative
Fixed-
to-
Floating
Preferred
The
rights,
preferences,
privileges,
restrictions
and Rate
other
of
matters Stock
relating
the
Series
Perpetual
Non- cumulative
Fixed-
to-
to
Floating
Preferred
are
as
follows:
1.
Section unissued designated Stock"

shall ( the
"
Designation.
There
hereby
toof of
is
created
out
the
authorized stock
and
of
of
shares
preferred
I
stock Perpetual
the
Company
a series
Fixed-
preferred
as
the
" Series
I
Non- cumulative The

Stock
I
Floating
constituting
Rate
Preferred series
Series
Preferred Series
I
Stock"). Preferred Series Stock
number
shall
of
shares
such
share
be
no
1,250.
The
have
par
value
per
and
be
of
the
liquidation
preference Series
I
Preferred
Stock
shall
$ 1,000,000.00
per
share.
be
of
if
Shares
occurs.
Preferred
shall
issued
and
if
only
a Conditional
Exchange
2.
Section
Ranking.
The
liquidation,
Series winding-
Preferred
Stock
will,
with rank
(
respect
dividend with
rigtmhand the
rights
up
and
on
i)
dissolution,
parity
(
Company's
J
on
J
to
Series Stock")
Perpetual
Non- cumulative each

the other c1ass. the
Fixed
Rate
Preferred preferred
Stock stock
the
" Series
Preferred the class
or
and Date
rank
with
series
of
established
that
after
Designation
onby
or
of
the
"
Company
with
terms
I
which
expressly Stock the
provide
such
rights
series
as to
parity
Series
Preferred
dividend
and
rights
liquidation, Securities")
winding-
and
dissolution
Company common
( collectively
referred
"
as
up
of
to
to
and
ii)
senior
the
Company's
Stock
stock class
( the
Common
stock
Stock"),
on
the not
the
Parity
Company's
Series
after
RP
the
Preferred
and
each
other
of
capital
outstanding
by
or
established
Designation
Date a
parity
the
Company
Series
I
the
terms
which
expressly
rights
provide
rights
.
that
ranks
with
the
Preferred
Stock
to do
of
as
on
it
dividend the
on
up
and
liquidation,
windingreferred
and
"
of
dissolution
the
Company,
including
Common
Stock
as
to
( collectively
Junior
Securities").
130887.1
will
Return
WMIPC_500002099.00134
CONFIDENTIAL
or
Section
intent,
Definitions.
Unless have
the
context
use
indicates
another
meaning
the
following the
terms
shall
the following
meanings,
whether
used
in
the
singular
or
plural:
a)
3-
"
Month
basis
USD
of
UBOR"
offered
means,
rates
that
to
with
respect
any Dividend
or
a
3.
Period, deposits
for
U. S.
on
rate not
determined less than
the
the
three-
month
dollar
principal
amount
of for
to
is
equal
time,
which
representative
single
in
transaction Period,
such
market
such
commencing Page Date
on
at
the
first
day
such
Dividend
as
on
11
which
appears
US UBOR
Telerate
3750
for
approximately Dividend Telerate Period.
on
m.,
London
time,
the
Determination
such
If
UBOR
Date London
as
such
no
on
on
a.
00
of
any
UBOR
of
the
Determination
rate time,
appears
the
US UBOR
or an
Date
Page
the
four
3750
00
approximately behalf
11:
m.,
will
Company
Determination
affiliate
Company
major
on
Company
such
UBOR
at
request
in
by
reference
banks
with
the
London
interbank the rate
market which
selected
the
Company
to
provide
in
Company
commencing
a quotation
three- month Period, are
deposits
U. S.
of
dollars,
by
on
the
first
day
such market
Dividend
offered
them
to
of
prime
time,
in
as
11
00
banks such
the
London
for
to a.
interbank
approximately
m.,
that
London
which
least
will
in
UBOR
Determination
Date
and
principal
amount
equal
in
at
representative quotations arithmetic quotations are
single
transaction
such
market
such
If at
time.
two
to for
3-
provided,
( rounded
Month
USD
if
UBOR
If
such
the
Dividend nearest
Period
of be
mean
upward
necessary
.00001
quotations
of
1%)
are
as
by
calculated
the
Company.
Dividend
fewer
will
than
two
provided,
( rounded
for
3-
Month
USD
if
UBOR
to 11 in 00
be
such
Period
the
arithmetic
mean
on of
as
of
upward
necessary
:
the
nearest
.00001
time,
1%)
the
the
rates
quoted
of
is
the
such
approximately three major dollars
am.,
New
York
York
City,
first
day
such
the
Dividend
Period
banks
New
New
York
selected
Company
loans
leading
European
Period
banks,
a three- month amount
period
commencing
less than
in
of
first
day
such
Dividend
and
of
principal
not
$ 1,000,000.
on b)
"
Business
Day"
means York
any
day
other York,
than
a Saturday,
Sunday
are
or
that
the in by
of
for
U. S.
for
by
on
to
any
in
other
day
which
banks
New
City,
New
or
Seattle,
Washington
by
or
generally
required
authorized
law
be
to
closed.
in
"
Common
Company"
Stock"
has
the
meaning
set
forth
Section
d)
"
means Washington
Mutual,
Inc.,
a Wcmftington
corporation.
e)
"
Comparable
the
Treasury
Issue"
means Banker
the
United having
Sates
by
as
security
selected
Independent
Investment
a maturity
comparable would
practice,
term
remaining
Dividend
Payment accordance
Date
with
in
to
the
to
the
2.
c)
Treasury
March,
2011
of of
be in
utilized, pricing
I
time
selection perpetual
and
in
the
at
customary
similar
financial
new
issues Stock
preferred
securities
having
terms
to
of
as
on of
of
the
Series
Preferred
liquidation,
with
respect
the
payment
dividends
and
distributions stock.
or
up
of
assets
upon
of
dissolution
winding-
the
issuer
such
preferred
"
Comparable
the the
Treasury
Price"
means
to
f)
with
respect
any
Redemption
Date
Date,
the
average
Reference
highest
for
of
Treasury
Dealer
Quotations
such
Redemption
Dealer
five
after
excluding
and
of
lowest
such
Reference
obtains
Treasury fewer than
or if
Quotations,
the
Independent Dealer
Investment the
Banker average
such
of
Reference
all
Treasury
Quotations,
such
quotations.
130887.1 2
on
the
a.
of
of
of
Return
WMIPC_500002099.00135
CONFIDENTIAL
g)
of
"
Conditional
Exchange"
means the automatic
exchange
the
WAMU
I
Common
occurrence
Securities
into depositary
shares representing
written direction
of an
in
interest
the Series
Preferred Stock
which occurs
upon the
the
OTS upon
or
after
the
an
of
Exchange
Event.
h)
"
Delaware
Preferred Securities" together

with
means the Fixed-
to-
Floating
Rate
Delaware
liquidation
preference
$ 1,000 per
security,
issued
by
the 7.25% Perpetual
Non- cumulative
Washington
Preferred Funding
LLC, a Delaware
limited liability
company.
"
Designation
Date" means March
6,
i)
2006.
4(
the
in
"
Dividend
Payment Date"
the
Period" has
has the meaning
forth
Section
4(
in
"
Dividend
meaning
the
forth
Section
of
theI)
"
Exchange
Event"
means
occurrence
anyone
of
the following
as
at
are
a time
Trust
Securities
issued and outstanding:
i)
WMB
becomes
undercapitalized
Action
Regulations;
or
b).
set
k)
ii)
WMB
placed
into
conservatorship
receivership;
in
an
to-
Fixed-
Floating
Rate Delaware becoming
Preferred Stock
into
the Series
Preferred Stock
by of or
anticipation
of
Regulations dividends
the
OTS
taking
any supervisory
action
that
limits
the payment
WMB.
toFixedFloating
m)
"
to-
Rate Delaware
Preferred
Securities"
means the
LLC, a
Fixed-
Floating
Rate Perpetual per security,
preference Delaware
$1,000
issued
by
Non- cumulative
Preferred
Securities,
liquidation
Washington
Mutual
Preferred Funding
limited liability
company.
n)
Independent
Investment standing
Banker"
by
means
an
indep~
investment
of
banking
institution
national
appointed
the Company.
in
"
Junior Securities"
has the meaning
forth
Section
p)
"
UBOR
Business
Day" means any day
on
which commercial banks
in
in
2.
set
-( 0)
are open
general
business
( including
dealings
deposits
in
for
U. S.
dollars)
London.
q)
as
to of
of
the
WMB
undercapitalized
under
Action
to
is
date that
two
" UBOR Determination Date" UBOR Business Days prior
means, the
first
each Dividend
Period, Period.
day
such Dividend
"
as
asas
or
US UBOR
Service
Telerate
Page 3750'" 3750

(
means the
such other
display
page
Moneyline's
Telerate
designated
page
may
the
as
or
on
that
page
for
that service,
such other service

rates
may
to be
nominated
information
of
3-
vendor,
the purpose
displaying
comparable
Month
USD
L1BOR).
130887.1
of
r)
replace
in
the OTS,
sole discretion,
directs
exchange
of
its
iii)
or
is
b).
set
j)
Return
WMIPC_500002099.00136
CONFIDENTIAL
s)
" OTS"
means the
Office
Thrift
Supervision
or in
of
any successor
regulatory entity.
" Parity
Securities"
has the meaning set forth
Section
u)
2.
t)
12 C. F. R. in
3(
by
" Primary
Treasury Dealer"
has the meaning set

Regulation"
regulation.
forth
Section
effect
from time
or
in
" Prompt Corrective
Action
means
Part
565
to
time,
any successor
in w)
of
" Redemption
Date"
means any
any date that
7. is
designated
the
Company
a notice
pursuant
to
of
Section
x)
of
" Reference
Treasury
( each,
Dealer"
government
securities
dealers
as
Company; provided
by for
a " Primary Treasury
as
means each
the three
primary
Dealer"), specified substitute
specified
if
that
any Primary Treasury Dealer

Dealer,
the Company such Primary
to
be
ceases Treasury
a Primary Treasury
another
the Company Dealer and
will
Dealer
within
Primary Treasury
the
of
substitute
Treasury
Dealer
selected
by
a reasonable
be
Company
will
to
if
fails
select
period
time,
a Primary
consultation with
the Independent
after
the Company.
y)
to 8(
to-
" Reference
Treasury
Dealer Quotations" Date,
in
Independent
Investment
Banker,
the
as
and asked
Banker
third
for
Reference
Treasury
Dealer
and any Redemption
average,
as
means,
with
respect
determined
of
bid
the
prices
the Comparable amount) Treasury
of
Treasury Issue ( expressed,
each case,
a percentage
its
principal
atin 5: 00 p. to
quoted Dealer
writing
the Independent
Investment
by
such Reference
m.,
New
on
York
City time,
the
Business
Day preceding
such
Redemption
Date.
z)
"
Regulatory
Capital
Event" occurs
that there
when
the
Company determines,
risk
of
an
of
Delaware
Preferred
Securities
will
longer constitute
core capital
WMB
the
for
based upon
is
receipt
opinion
counsel,
a a
significant
that
the purposes
no
by
as
of
the capital
adequacy
regulations
issued
the
OTS
result
a change
or
applicable Floating
laws,
regulations
related interpretations
Securities.--;.....--
after
issuance
of
Fixed-
Rate Delaware
Preferred
( aa)
" Treasury
Rate"
means the
rate
per year equal
to
the quarterly using a price amount)
to
of
for
equivalent
yield
maturity
as

for
Issue, calculated
of
the Comparable Treasury Issue ( expressed
a percentage
its
principal Date.
to
equal
Price
the relevant
Redemption
The
be
on
Treasury
Rate
will
calculated
the
third
the relevant
Redemption
Date.
A1,
( bb)
" Trust
Securities"
means
to-
the
in
of
of
Fixed-
Floating
Rate
Perpetual
Non-
cumulative
Trust
Securities,
Series
liquidation
preference
by
$ 100,000
per security,
trust.
issued
Washington
Mutual
Preferred
Funding
Trust,
a Delaware
set
statutory
in
" Voting
Parity
Securities"
has the meaning
forth
Section
130887.1
b).
cc)
bythe
the
byU. S.
the
as
v)
x).
Return
WMIPC_500002099.00137
CONFIDENTIAL
( dd)
"
WMB"
means Washington
Mutual
Bank, a federal
savings
or
of
association
and a
subsidiary
the Company,
its
successor.
Section
a) 4. as
Dividends.
by of
Holders
shares
Series
Preferred
Stock out
shall
entitled
of
in
receive, available
when,
therefor,
noncumulative
cash dividends
the amount determined
as
and
declared
the Board
of
if
Directors,
the funds legally set forth
in
4(
Section
and
no
c),
more.
b)
4(
in
a),
be
Subject
Section
dividends
shall
payable
or,
arrears
if onon
to
of 15
15 of
15,
to
any stock
shall
of
be
March
first
June 15, September
and December
the Series
I
in
such day after the issuance
Preferred Stock
( each,
each case,
is
not
such day
Date").
is to of
on thebe
as
a Business
will
the
Day,
next Business Day
a " Dividend
Payment
of
on
or,
books
Company
not the
first
day
month
in
Each dividend
payable
holders
record
they appear
of
the
which the relevant

first
Dividend
the
such month.
Each
period
from and including

I
a Dividend
Payment Date
or
Payment Date occurs
such date
a Business Day, the
Business
(
Day
the date Dividend

Period",
is is be to to
of theor the
the
issuance
Series
Preferred Stock) Date)
but excluding
asthe
following
" Dividend
Payment Date
Redemption
I
herein referred outstanding
on to
the
in
except
that,
Series
Preferred Stock
March
15,
if
2011,
the
or on
commence
March
the
2011
whether
or
( whether
not a Business Day) and
in
Dividend
Period ending
March
2011
shall
but excluding Period ending Day).
March 15, 2011 June 2011
the
Dividend
15,
not a Business
or, the
to
I
of
of
c)
is
date
issuance
Series
Preferred Stock
prior
or 15, 15,
ofis
15,
day immediately preceding the

first
if
March
2011
March
2011
not
a Business Day,
Business Day after March
2011, then from such date not a Business Day),
issuance
to
but not
including
March
2011
ofif,
( whether Directors,
dividends,
when and
Series
an of
for
by
the
will
declared
Preferred
Board
be,
each outstanding
share
on
at
of
Stock,
I
annual
rate
6.534%
later
the per share
liquidation
preference
ii)
( the
of
the Series issuance
Preferred
Stock.
I
From the
for
the (
March 15, 2011 and
date the
as
the Series
will
Preferred Stock, dividends, each outstanding
when and
declared
by
of
if,
Board annual
Directors,
be,
share
Series
Preferred Stock,
to
3-
rate
equal
Month
USD
L1BORfor
the related
I
Dividend
Period plus 1.4825%
on
the per share

for
liquidation
preference
of or
the Series
less
Preferred StoGk-~ Hividends

full
payable
any Dividend
Period greater twelve
than
Dividend
Period
will
on
computed
of
the basis
30-day months, a 360- day year, and the actual
in
in or
of
or
days elapsed
the period payable
of in onthefor if
such Dividend
Period
ends
to
prior
March 2011;
period
will
ofin
thereafter
dividends
any period greater

actual
less
than
full
dividend
be
number
computed
the basis
number
days
the relevant the Series

I
period divided
Preferred
be
No
360.
interest will
paid
any dividend
payment
Stock.
d)
Dividends
full
the Series
Preferred
Stock
are noncumulative.

I
ofor If
I
the
in no
Board
Directors less
does not declare

a dividend
will
a dividend
on
of
the Series
Preferred Stock
or
declares Series
I
than
respect
right
to of
any Dividend
Period,
the holders a
the
for
pay a dividend are declared
pay
dividends
for
the case
may
or tofor
Preferred
Stock
have
receive
any dividend
will
nofull or
dividend,
be,
the Dividend
full
Period,
and the Company

that
have
obligation
Dividend
Period,
whether
not dividends
and paid
any future
Dividend
Period with respect
to
the Series
130887.1 5
toas
by
be
on
of
an
of
of
at
of
i)
of
as
15,
the
If
ofof
if
the
Return
WMIPC_500002099.00138
CONFIDENTIAL
or
or
or
Preferred preferred
Stock
stock.
the
Common
of
Stock
any other
class
series
the Company's
e)
on
Iffull
dividends
outstanding
shares
of
all
for
Stock declare
equity
any Dividend pay dividends

securities
Period have
with
not been declared
and paid, the Company shall not
or
or
or
to,
of,
respect
redeem,
purchase Dividend
acquire
any
its
capital
during the next succeeding
Period,
except
rights
dividends
connection
with
the Series connection
Preferred Stock
benefit plans.
if
RP
with
or
other
shareholders'
plan,
any,
dividends
in
or
Section
5.
Liquidation.
a)
the event the Company voluntarily
or
In
involuntarily
liquidates,
or
of
dissolves
winds
up, the holders

receive
Series
Preferred Stock
at
to in
be
to
shall
entitled
I
liquidating
distributions
the amount any declared the date
of
$ 1,000,000
per share dividends out
an
of
Series
Preferred
Stock,
plus
for
amount equal
but unpaid
for
to
thereon
the current Dividend

available
Period
and
its
of
including
such liquidation, any distribution

junior
of
to
assets legally
distribution
shareholders,
before
or
of
to
assets Series
made
the holders
Common
Stock the
full
any securities
ranking
to
is
the
of
Preferred Stock. After
payment
I
amount
will
of
such liquidating
or
in
distributions, participation
the holders
Series
Preferred Stock
nobe
to
of
not
entitled right
any further
any distribution
assets
and
shall
have
to
of
by,
claim
any
of,
the
remaining assets
Company.
for
assets
b)
In
the event
Company
winding-
available
distribution
or
up
of
in full of
tothe
shareholders upon any liquidation,
dissolution
affairs
toor
Company, whether amounts

payable
voluntary
involuntary,
shall
insufficient
pay
I
of
with
respect
outstanding
shares
the
all
Series
thethe
be
Preferred
Stock the
on
amounts
payable and
any other
of
Securities
equal
ranking,
of
of
holders ranking
Series
Preferred Stock
holders
such other
in be of
the
securities
equal
in
shall
share ratably
any distribution
assets
proportion
to
the
full
respective
liquidating
distributions
which they would
respectively
entitled.
6.
Section
Maturity.
by
The Series
Preferred Stock
be
shall
perpetual
.
unless
in
7.
redeemed
the Company
accordance
with
Section
Section
7.
Redemptions.
a)
be
--
at
The Series
Preferred Stock
shall
not
redeemable
the option
the holders
at
any time.
b)
be
at
or,
The Series
Preferred Stock
shall
redeemable
the option
that
of
the
in
in
Company, March
15,
whole
but not
part,
prior
March 15,2011
in
to
the
event
of:
2011
all i)
not a Business Day, the next Business
Day),
upon the occurrence

the
a Regulatory
Capital
Event
a cash redemption
foror ii)
(
price
equal
sum
X)
at
to
the per Date
of
of
greater
$1,000,000 undeclared
per share, dividends
the
sum
of
present values
$ 1,000,000
in
share
and
the Dividend March,
Period from the Redemption
and
Date
including
the Dividend
basis
(
Payment
to
Date
2011,
discounted
the Redemption 30-day months)
on
quarterly
assuming a 360- day year
of
consisting
twelve
130887.1 6
to
of
is
of
to
of
of
to
of
the
the
of
in
Return
WMIPC_500002099.00139
CONFIDENTIAL
as
by
the Treasury Rate
an
at
calculated
Independent
Investment
Banker),
plus
0.30%;
Y)
and
to
any declared
but unpaid
dividends
the Redemption
Date.
or in
of c)
The Series
the Company
Preferred
Stock
shall
redeemable
whole
or in
shall
thirty
be
part
is or
on
to
at
at
the option
or,
any time, 15,2011
from time
time,
after
March 15,
2011
Day).
plus
in
the event that March
not a Business Day, the next Business
be
at
Such redemption
any declared
shall
a cash redemption
of
price
$ 1,000,000

dividends.
to
the Redemption
Date, without
of
any undeclared
d)
the case
any redemption under
this
Section
notice
to
of
mailed
each holder
record
of
the Series
Preferred Stock,
not less than
nor
more than
however,
days
prior
the Redemption
Date specified
byin
60
to
such notice; the Company,
provided,
be in
I
In
of
be
that
a longer minimum notice
may
to
7,
agreed
including
deposit agreement Preferred Stock. redemption redeemed.

date,
relating
depositary
shares representing interests

shall include
iii)
The
ii)
(
notice
redemption
price,
a statement
of in toi)
(
to of
the Series the
the redemption
and
the number
shares
or e)
of by
be to
this shall
Section
otherwise
acquired
the Company
to-
as
shares shall not under any circumstances
as
become
in of
Any shares
Series
Preferred Stock
redeemed
of
pursuant
authorized
but unissued
preferred
shares
the Company but such preferred Series

I
be
reissued
Preferred Shares.
The
Company
reduce
shall
from time-
time
take such appropriate shares
action
may
necessary
of
the authorized
number
of
Series
Preferred
Stock
accordingly.
Section
8.
Voting
Rights.
a)
of
Holders
the Series
Preferred Stock
will
not have any voting any, required
rights, law,
if to
8( i)
including
the right
rights,
elect any,
any directors, described
except Section
voting
rights,
or
voting
b)
b).
in
ii)
by
any
if
or
for
after
issuance
the Series
full
Preferred Stock
the Company
I
fails
or
or for
pay,
declare
and set aside
payment,
dividends having
their
on
the Series
Preferred Stock
of
six
byor
any other
class
series
Parity
Securities
similar voting
rights
("
Voting
Parity Securities")
Dividend
Periods
equivalent,
the
zed
number
with
rof for
or
requirement the holder~

with
regulatory
I
approval
asto,
persons
serving
as
will
increased
two.
Subject
to
be
compliance
of,
directors, class elect
Series
Preferred Stock,
voting
single
will
and separate
of
in
in
the holders
any outstanding
Voting
Parity Securities,
have the right
to
at
two directors
addition
the directors This

right will
then
office
the Company's next annual annual meeting
of
at
meeting
until
shareholders.
for
continue
I
each subsequent

three
or
the Series
Preferred Stock
and any Voting Parity and pays
or
Securities
consecutive
for
aside
Dividend
Periods
for
their equivalent
declares
and sets
its
payment dividends
the fourth
consecutive
Dividend
Period
or
equivalent.
The term
of
c)
such additional
directors
will
terminate,
and the
total
by
be
of
at
number
after
directors
will
decreased
two,
the
for
first
annual
meeting
the Company
pays dividends
orfor
three
consecutive
Dividend
Periods
of or
shareholders
their I
equivalent
and declares
and pays
sets aside
payment dividends
on
the Series
130887.1 7
or
to
of
a~
to
of
If
to
be
Return
WMIPC_500002099.00140
CONFIDENTIAL
or
or,
Preferred
Stock
and any Voting
for
Parity Securities
the fourth
consecutive
Dividend
of
Period
After
equivalent
earlier,
upon the redemption

terminates,
all
its
if
Series
Preferred Stock. Series

I
of
of
the term
such additional
directors
the holders
be
the
for on
I
to
Series
six for
Preferred Stock Dividend
have again not been
or
Preferred Stock
will
not
able
elect
additional paid
directors
unless dividends
declared
and set aside
payment
future
Periods.
d)
be by
by
Any
additional
director elected
holders
of
the
the Series
preferred
of
the
Stock record
and the Voting
Parity Securities
of as
may
only
removed
the vote
the holders
voting
the outstanding
Series
Preferred
Stock and Voting
Parity Securities,
at
six
Voting Parity Securities
by
any vacancy
created
the removal
any such director

I
may
by
have not been paid
Dividend
Periods
or
for
called
that
purpose.
long
dividends
the Series
Preferred
Stock
or
As
for
together
as
single
and separate
of
class,
a meeting
the Company shareholders any
on
their equivalent, only
of
be
filled
the vote
of
of as
the holders together
the outstanding
Series
Preferred
Stock
and Voting
Parity Securities,
at
voting
single
and separate
class,
the same meeting
at
which
such
removal
is
considered.
at
Section
Preferred
11.
Certificates.
The Company
may
the
its
option
issue
Series
Stock
without
certificates.
for
not
THIRD:
This amendment does
provide
an
exchange,
or
of
reclassification
cancellation
any issued shares.
of
FOURTH:
FIFTH:
Incorporation
The date
this
amendment's adoption
March
6,
is
2006.
to
This
by
amendment
the Amended
and Restated
Articles
of
was
duly
adopted
the Board
of
Directors
the Company.
No
SIXTH:
shareholder action
was
required.
130887.1
of
of
Return
WMIPC_500002099.00141
CONFIDENTIAL
EXECUTED
this
day
of
March,
2006.
WASHINGTON
By:
MUTUAL,
INC.
_ Name:
Title:
Robert
J.
Williams President
Senior Vice
and Treasurer
130887.1
Return
WMIPC_500002099.00142
CONFIDENTIAL
Return
WMIPC_500002099.00143
CONFIDENTIAL
OF
ARTICLES
AMENDMENT
OF
WASHINGTON
(
MUTUAL,
Fixed
INC.
Series
J Perpetual
Non- cumulative
Rate
Preferred
Stock)
of
Pursuant
the provisions
Chapter
236.10
officer
and Section
236.06.020
Mutual,
of of
to
the
of
Revised
"
Code a
Washington,
the undersigned
of
Washington
Inc. ( the
Company"),
corporation
organized
for
and
filing
existing
under the laws
of
the State
to
of
Washington, and Restated
does hereby submit

Articles
these Articles
Amendment
its
Amended
of
Incorporation:
of
FIRST:
The name
the Company
is
Washington
Mutual,
Inc.
of
SECOND:
hereby designated
"
750 shares
of
the authorized
Preferred Stock
the Company
are
Series J Perpetual
Non- cumulative
Fixed Rate Preferred Stock."
The
rights,
preferences,
privileges,
restrictions
and
other
matters
relating follows:
the Series J Perpetual
Non- cumulative
Fixed Rate
Preferred
Stock are
1. of
ofof
theis
out
the
Section unissued
There
hereby created
authorized
stock
and
the
after
of
shares
stock
as
Company a
series
preferred
designated
" Series
the
" Series
J Perpetual
Non- cumulative
Fixed Rate Preferred Stock" such series shall and the liquidation per share.
noof
J Preferred Stock").
Preferred
The number
shares constituting
be to
The Series J
Stock shall have
par
value
per share
of
be
as
(
to
750.
preference
shall
$ 1,000,000.00
Shares
occurs.
be
if
shall
issued
if
and
only
a Conditional
Exchange
Section
2.
Ranking.
The Series J
liquidation,
Preferred
Stock
to-
will,
with
(
respect
dividend
rights
and
rights
up
winding-
and
i) on
dissolution,
rank
parity with
the Company's Series
on
I
to
Perpetual
Preferred
Non- cumulative
Stock")
Fixed-
Floating class
Rate Preferred
Stock
t~
eries
or
and
Date
with
each other
series
of
preferred
stock
established that
by on
the Designation
the
Company
the terms
of
which
I
expressly provide
such
rights
class
series will
rank
a parity with the Series
Preferred Stock
as to
or
dividend
ason
up
and rights
liquidation,
" Parity
winding-
and
ii)
(
of
dissolution
the Company
collectively stock
( the
to
to
referred
"
Securities")
and
senior
the Company's Stock
common
or
by
Common
Stock"),
the Company's
Series
RP
Preferred
and each
Date
other
class
capital
stock
outstanding
established
after that
the Designation
the Company the Series J
do
on
of
terms
which Stock
not expressly provide dividend

rights
it
ranks
as to
parity with
the
on
up
Preferred
and rights the
liquidation,
winding-
dissolution
"
the Company,
including
Common
Stock
( collectively
referred
Junior Securities").
or
as
or
and
of
3.
Section
intent,
Definitions.
Unless the context
use indicates
another
meaning
the following
terms shall have the following
meanings,
whether
used
in
the
or
singular
the plural:
130888.1
of
of
the
Return
WMIPC_500002099.00144
CONFIDENTIAL
on a)
" Business
Day" means any day other
than a Saturday,
Sunday
or
any
in
other
day
which
banks
New
York
City,
New
or
York,
Seattle,
Washington
are
or
by
generally
required
authorized
law
be
to
closed.
b)
in
"
Common
Company"
Stock"
has the meaning
forth
Section
c)
"
means Washington
Mutual,
Inc.,
a Washington
corporation.
d)
"
Comparable Treasury
the Independent
Issue"

Banker
by
security
selected
Investment the Dividend
as
having
a maturity
comparable
the
term remaining
Payment Date
with
on
to
to
March 15, 2011

financial
2.
set
that
be in
would
utilized,
the time
selection
and
in
at
of
accordance
customary
practice,
pricing
new issues
perpetual
preferred
securities
having
similar
terms
with
respect
the payment
of
to
dividends
and
distributions
or
up
of
of
dissolution
winding-
the issuer
of
such preferred
stock.
e)
for
" Comparable
Treasury Price" Treasury
means
to
with
respect
any Redemption
of
the
Date Date,
average
the Reference
Dealer
Quotations
such Redemption
or if
after
excluding
the highest and lowest Investment
of
such Reference
obtains
Treasury Dealer than five such
the Independent Dealer
Banker
fewer
of
Treasury
Quotations,
the average
all
such quotations.
of in
the
f)
" Conditional
Exchange"
means the automatic

shares representing
exchange
which
occurs
upon
written
direction
the
an
of
OTS upon
after
the occurrence
Exchange
Event.
g)
to-
" Delaware
means
the
Fixed Rate Delaware
the
Preferred Preferred
Securities, Securities,
together
with
Fixed-
Floating
Rate Perpetual
security,
liquidation
preference
$ 1,000 per
issued
by
Non- cumulative
Washington
Mutual
Preferred Funding
LLC, a Delaware
limited liability
company.
h)
.~-.
" Designation
Date"
means March
6,
2006.
4(
in
or
b).
Cayman
of an
WaMu
into depositary
interest
the
the
" Dividend
Payment Date" has the meaning

Period" has the meaning
set
i)
forth
Section
b).
in
m
k)
(
" Dividend
set forth
Section
of
" Exchange
Event" means the occurrence Preferred Securities
anyone
of
at
a time when the
WaMu Cayman
i)
WMB
becomes
undercapitalized
under
Action
Regulations;
or
4(
the following
ii)
WMB
placed
into
conservatorship
receivership;
in
inan
of of
its
iii)
the OTS,
into
sole
discretion,
directs
exchange
anticipation
Cayman
the
130888.1 2
or
is
WaMu
WMB
as
of
Return
WMIPC_500002099.00145
CONFIDENTIAL
becoming
undercapitalized taking

action that
limits
Action
Regulations
pyin 2.
the near
or of
of
term
any supervisory
" Fixed
the payment
dividends
WMB.
I)
Rate Delaware
liquidation
means
the
7.25%
per
Perpetual
security,
liability
by
Non- cumulative
issued
preference
$1,000
Washington
Preferred Funding
LLC, a Delaware
limited
company.
m)
" Independent
Investment
Banker"
means
an
independent
investment
by
of
banking
institution
national
standing
appointed
the Company.
" Junior
Securities"
has the meaning
set forth
in or
n)
Section
" OTS"
means the
of
0)
Office
Thrift
Supervision
any successor
regulatory
entity.
q) p)
in
" Parity
Securities"
has the meaning
forth
Section
2.
set
3(
set
in
set
the
" Primary
Treasury
Dealer"
has
meaning
forth
Section
C. F.r) R.
" Prompt Corrective
Action
Regulations"
means the
regulations
forth
Part
565
effect
from time
or
in
as in
to
12
time,
any successor
regulations.
s)
" Redemption
Date" means any date that
designated
by
is
the
in
to
of
Company
a notice
pursuant
Section
7.
"
Reference dealers
Treasury Dealer"
( each,
means each
the three
primary
government
securities
"
Primary Treasury Dealer"),
byas
specified
provided
if
Company;
as
that
any Primary Treasury Dealer Dealer, the Company Dealer and
specified substitute
the Company
ceases Treasury
a Primary Treasury
for
be
to
will
such Primary
Dealer another
within
Primary Treasury period
if
the
Company
to
fails
select
substitute
a reasonable
selected
time,
be
of
will
a Primary
consultation with
Treasury
Dealer
by
the Independent
after
the Company.
u)
I\ as
"
Reference
Treasury
Dealer
Quotations"
means,
for
w;
Iill:
espectto
Reference the
Treasury Dealer Investment

( expressed,
and any Redemption
Date, the average,

prices
determined
of
Independent
Banker,
the bid and asked
the Comparable amount) Treasury such
as
in
by of
Treasury Issue
each case,
a percentage
Banker
third
its
principal
at in
quoted Dealer
to
writing
the Independent
Investment
such Reference
5: 00
m.,
New
on
p.
York
City time,
the
Redemption
Date.
v)
" Regulatory
Capital
Event"
occurs
when the Company
determines, the purposes

for
an
of
of no
based upon
Delaware
is
receipt
opinion
will
counsel,
longer
that there constitute
significant
risk that
of
Preferred
Securities
core capital
WMB
by
as
the capital adequacy

laws,
regulations
issued
the
OTS
result
a change
or
applicable
regulations
related
interpretations
after
issuance
of
the Fixed Rate
Delaware
Preferred
Securities.
130888.1 3
in
of
of
by
by U. S.
the
of
t)
the
t).
Return
WMIPC_500002099.00146
CONFIDENTIAL
w)
to
" Treasury
Rate" means the rate per year equal
the
quarterly
to
of
equivalent
yield
maturity
Issue, calculated
using
price
for
as
of
the Comparable Treasury Issue
( expressed
a percentage
its
principal
amount)
equal
the Comparable Treasury Price
for
to
the relevant
Redemption
Date.
The
be
on
Treasury Rate
will
calculated
the third Business
Day preceding
the relevant
Redemption
(
Date.
x)
8(
set
in
" Voting
Parity
Securities"
has the meaning
forth
Section
y)
"
WaMu Cayman
Preferred
Securities"
means the 7.25% Perpetual
security, liquidation
preference
(
Funding
Cayman)
Ltd.,
Cayman
Islands
exempted
Mutual
company
Bank,
by
$ 10,000
per security,
issued
by
and
7.25% Perpetual
Non- cumulative
Preferred Securities, Washington
Series
Mutual
limited
Preferred shares.
z)
"
or
WMB"
means Washington
a federal
savings
of
association
and a
subsidiary
the Company,
its
successor.
4.
Section
Dividends.
a)
of
of
Holders
shares
Series J Preferred Stock shall
entitled
as
by
of in
receive, available
therefor,
noncumulative
cash dividends
amount determined
as
when,
and
declared
Board
of
the
out
if
Directors,
the funds
legally forth
in
4(
Section
and
no
c),
more.
b)
4(
a),
the
in
to
be
Subject
Section
dividends
shall
payable
arrears
of15
March
first
June 15, September

the
issuance
and December

(
onon
15 of
15,
to
the
such day after

Date").
each,
to of
as
be
of
be
a " Dividend they appear
A2,
Non- cumulative
the
Series
A1,
liquidation
preference
$100,000
per
Payment
the
Dividend
Each dividend
payable
first
holders
record
if on
in
of
the
or,
stock books
the Company
the
day
month
not
which
the
relevant
first
Payment Date occurs
is
such date
not a Business Day, the
Business
of
Day
such month.
any Dividend
Payment Date
is
If
a Business
Day, then
be
on
dividends
will
payable
the
first
Business Day following
such Dividend
Payment Payment
as if
Date with the same force Dates. issuance
and effect
payment were made
on
the Dividend
or
Each period from and
including
a Dividend
Payment Date
the date
isto
of
but
Stock) Date)
excluding
to the
follo~ ividend
Payment Date
the Redemption
herein referred
as
or
"
Dividend
Period."
as
of
on
will
will
b).
the
the
set
a Dividend
for
will
Payment
Date, dividends,
when and
declared
Stock,
of
of
the Board
Directors,
be,
the
each outstanding
liquidation
share
Series
J Preferred
an
in on of for
of
annual
rate
7.25%
per share
preference
less
of
the Series J Preferred Dividend Period
or
Stock.
Dividends
payable
any period greater twelve
than a
full
be
computed
on
the basis
30-day months, a 360- day
year,
and the actual
be
number
days elapsed
the period.
No
on
of
interest
will
paid
any dividend
payment
of
the Series J Preferred Stock.
d)
in
the
Dividends
Series J Preferred Stock a dividend respect

right
Board
Directors less
does not declare

full

Period,
in no
declares
than a
for
dividend
will
any Dividend
the holders a
full
ofor If
of
on
of
Series J Preferred Stock the case
have
receive
any dividend
will
dividend, obligation
no
may
be,
the Dividend
Period,
and the Company
have
130888.1
to
as
or
to
at
by
On
c)
if,
Return
WMIPC_500002099.00147
CONFIDENTIAL
for
or
pay a dividend
are declared
pay
for
full
dividends
future
that
Dividend Period
Period, with
whether
or
to
not
dividends
and
paid the
any
Dividend
respect series
the
SeriE?
or
or
Preferred preferred
Stock,
stock.
Common
Stock
any other
of
class
the
Company's
e)
on
If
full
dividends Period with during
outstanding
shares
of
all
the
Series
Preferred
shall
for
Stock declare equity
any Dividend
have
respect the
not
been
declared
and
paid,
the
Company
any
sJ
to
not
or
or
or
to,
of,
pay
dividends
securities
redeem,
purchase
Dividend
acquire
its
capital
next
succeeding
Period,
except
rights
dividends
connection
with
the
Series
Preferred
benefit
Stock plans.
other
shareholders'
if
RP
with
or
plan,
any,
dividends
in
or
connection
Section
5.
Liquidation.
a)
the
event
the
Company
voluntarily J
or
In
involuntarily
liquidates,
or
of
dissolves
winds
up,
the
holders
Series
Preferred
Stock
at
the
time
outstanding per share
to in
be
to
shall
entitled
receive Stock,
liquidating
distributions
the
amount
of
$ 1,000,000
but unpaid
an
of
Series
J Preferred
plus
amount
equal
any declared
dividends
for
of forto
of
thereon
the
current
Dividend
legally
Period available
and
including
the
date
liquidation,
of
to
the
assets
Company
its
distribution
shareholders,
before ranking
any
distribution
assets
J
made
holders Stock.
Common
payment
J
or
of
to
is
Stock
any
full
securities
of
junior
Series
Preferred the
After
amount
will
beof
to
the
the
such
to
the
of
of
any
Stock
liquidating further
distributions,
holders
distribution
Series
Preferred by,
Stock
shall
not
entitled
in
or
no
out
participation
any
of,
assets
and
have
right
claim
any remaining
the
assets
Company.
for
b)
In
the
event
the
assets
the
Company
available
distribution
or
up
of
shareholders
upon
any
liquidation,
dissolution
involuntary,
winding-
the
of
affairs
the the
in
or
be
to
Company, amounts and

the
whether payable
voluntary with respect
shall
insufficient
pay
J
to
outstanding
shares
of
all
the
Series
Preferred ranking,
on
corresponding
amounts
Preferred
payable
any other
of
securities
equal
of
of
full
holders ranking
full
Series
Stock
and
the
holders
such
other
of
securities
equal
in
in
to to
the option
of
of
of
shall
share
ratably
liquidating
any
distribution
assets they
the
Company
otherwise
proportion
the
respective
distributions
which
would
be
to
respectively
entitled.
Section
Maturity.
The
Series
Preferred with
Stock
be
6.
shall
perpetual
unless
in
by
redeemed
the
Company
accordance
Section
7.
Section
Redemptions.
at a)
7.
be
at
to
of
The any
time.
Series
Preferred
Stock
shall
not
redeemable
the
the
holders
b)
be
at
The
but
Series
Preferred
Stock
shall
redeemable upon
the
the
option
Company,
Regulatory
whole
part,
prior
March
of of
in
in
to
not
15,
2011, equal values the
occurrence
Capital
Event
a cash
redemption
price
the
sum
X)
of:
at
to
the
greater
or
of
of
$ 1,000,000
ii)
per
share,
the
sum
of
i)
present from 15, year
$ 1,000,000 Date
per
share
and
for
undeclared the
dividends Dividend
the
Dividend
Period
Redemption
discounted
to
all
and
on
including
Payment
Date
March
to
2011,
the
Redemption months)
on
Date
a quarterly
basis
( assuming
a 360- day
of
consisting
twelve
30- day
130888.1 5
of
in
Return
WMIPC_500002099.00148
CONFIDENTIAL
as
by
at
the Treasury
Rate (
an
calculated
Independent
Investment Date.
Banker),
plus 0.40%;
Y)
to
and
any declared
but unpaid
dividends
the Redemption
The Series
the
Preferred Stock
to be
of c)
shall
redeemable
whole
or in
shall
thirty
in
part
or
the option
Company
shall
beat at
on or
at
any time,
from time
time,
after
March 15,
2011.
plus
Such redemption
any declared
a cash redemption
of
price
$1,000,000
without
to

dividends.
the
Redemption
Date,
of
any undeclared
d)
of
7,
In
ofthe
case
any redemption under this Section
notice
to
mailed
each holder
sixty that
record
of
the Series
Preferred
Stock
not less than such notice;
nor
more than
however,
days prior
the Redemption
Date specified
by in
to
provided,
be
in
J
a longer minimum notice
may
to
be
agreed
the Company, including

interests
deposit agreement Preferred Stock.
relating
depositary shares representing redemption

price, shall include
The
ii)
(
notice
a statement
of i) in to
(
to of
the Series
of
the
Redemption
redeemed.
Date,
redemption
and
number
shares
or e)
Any shares
acquired
of by
Series J Preferred Stock the Company
redeemed
pursuant
to
be
this
the
Section
otherwise
in of
the
iii)
shall
the
become
authorized
but unissued
preferred
shares
Company
Series
but
such preferred Shares.
as
be
not
shares shall
under any circumstances
reissued
J Preferred
The
to-
as
Company
the
reduce
shall
from time-
time take such appropriate
action
may
necessary
of
authorized
number
of
shares
accordingly.
Section
8.
Voting
Rights.
a)
of
for
Holders
will
including law,
the right
ii)
( voting
elect
any directors,
except
voting
rights,
any,
required
if
and
rights,
any, described
Section
b)
b).
in
8(
by
class Parity
J
not have any voting
rights,
to
i)
if
or
for
after
issuance
the Series
full
Preferred
Stock the
the Company
J
fails
or
pay,
declare
and
or for set six
aside
payment,
dividends having
their
on
Series
Preferred Stock
of
byor
any other
("
class
series
Parity Securities
similar voting
rights
Voting
Parity
Securities")
Dividend
Periods
equivalent,
the aut. horized number
or
for
requirement
regulatory
approval
non- objection
together
persons serving
as
asto, to
be
will
increased
two.
Subject
compli~ Rce with any

directors,
the
of,
holder~~oJSeries J Preferred
Stock,
voting

will
in
in
with
the holders
any outstanding
Voting Parity Securities,
have the
to
of
right
elect
to
at
two directors
addition
the directors This right

will
then
office
the Company's subsequent Stock
next annual annual meeting
of
meeting
until
shareholders.
continue
at
each
or
for
for
Securities
three
consecutive
Dividend
Periods
their equivalent fourth
and pays
declares
and sets aside
payment dividends
the
consecutive
Dividend
or
Period
its
equivalent.
of
c)
by
The term
will
such additional
directors
terminate,
and the
of
be
at
for for
after
three
consecutive
Dividend
Periods
theor
or for
number
directors
will
decreased
two,
the
first
annual
meeting
of
shareholders
their
equivalent
and declares
and pays
sets aside
payment
dividends
on
Series
Preferred Stock
and any Voting Parity Securities
the fourth
consecutive
Dividend
130888.1
6
or
for
on
the Series
Preferred
and any Voting
total
of
to
of
If
to
be
Return
WMIPC_500002099.00149
CONFIDENTIAL
or
or,
of
Period
After
equivalent
earlier,
upon the redemption

terminates,
all
its
if
Series
J Preferred Stock. J the
of
the term
such additional
directors
the holders
of
the Series
be
Series
Preferred Stock
payment
six
have again not been paid

Periods.
or
Preferred
Stock
will
not
able
elect
additional
directors
unless dividends
declared
and set aside
for
future
Dividend
by
d)
Any
additional
director
elected
the holders
of
the Series
by
of
on for
to
J Preferred
Stock record
and the Voting
Parity
Securities
may
only
removed
and Voting
the vote
the holders
voting
of as
the outstanding
Parity Securities,
at
together
called
single
and separate
class,
a meeting
of
the Company shareholders
As
for
as
six
Voting
Parity
Stock
by
by
have not been
paid
Dividend
Periods
or
for
that
purpose.
long
dividends

their
or
on
any any
equivalent,
of
vacancy holders
voting
created
the removal
any such director Preferred Stock
of
may
filled
only
the vote
of do
J
be
the
the outstanding
Series
and any Voting
Parity
Securities,
as
at
together
class,
the
same
meeting
at
which
such
removal
is
considered.
9.
to No
Section
Conversion
convert
Rights.
The holders
of
Series J Preferred
Stock
or
of
not have any rights
any such shares into shares
any other
class
series
of
securities
the Company.
at
Section Preferred Stock
10.
Certificates.
The Company may
its
option
issue the Series
without
certificates.
for
or
THIRD:
reclassification
This amendment does
provide
an
not
exchange,
of
cancellation
any issued shares.
of
FOURTH:
FIFTH:
Incorporation
The date
this
amendment's adoption
March
6,
is
2006.
to
This
amendment
Amended
and Restated
Articles
by
of
was
of
duly
adopted
the Board
Directors
the Company.
SIXTH:
No
shareholder action
was
required.
130888.1
of
the
of
of
be
Return
WMIPC_500002099.00150
CONFIDENTIAL
EXECUTED
this
day
of
March,
2006.
WASHINGTON
MUTUAL,
INC.
8y: Name: Robert

Title:
J.
Williams President
Senior
Vice
and Treasurer
130888.1
Return
WMIPC_500002099.00151
CONFIDENTIAL
EXHIBIT February 2006 Resolutions
D4
Forms
of Certificates
17357747
WMI
Assistant
Secretarys
Certificate
Return
WMIPC_500002099.00152
I
Perpetual Noncumulative
Series
FixedtoFloating

Rate
Preferred
Sbck
3
W
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to
97f+>reL v^3t
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President
or officer
other authorized
Secretary or other authorized
officer
Return
WMIPC_500002099.00153
CONFIDENTIAL
at
UPON WRlTTEN
WILL FURNISH RELATNE AUTHORIZED DETERMINED DETERMINE
of
REQUEST
TO THE SECRETARY
AT
[ insert address
time
issuance),
THE COMPANY
OF
THE HOLDER
THIS CERTIFICATE
WITHOUT
CHARGE THE AND

OF
DESIGNATIONS,
RIGHTS,
PREFERENCES,
AND
LIMITATIONS
APPLICABLE
TO EACH CLASS OR SERIES

LIMITATIONS
STOCK AND THE VARIATIONS VARIATIONS FOR FUTURE
IN
RIGHTS,
PREFERENCES,
FOR EACH SERIES, AND THE AUTHORITY

SERIES.
OF
THE BOARD
DIRECTORS
TO
THE SHARES REPRESENTED
BY THIS CERTIFICATE
ARE SVBJECf
TO THE RESTRICTIONS, MUTUAL,

INC.,
TERMS,
AND CONDITIONS
INVESTOR
OF A DEPOSIT AGREEMENT
LLC,
BETWEEN
WASHINGTON WILL
MELLON
DATED
SERVICES
AND HOLDERS
FROM TIME TO TIME OF DEPOSITARY

BE
WITHOUT
SHARES,
OF MARCH
7,
AS
2006.
A COpy OF SUCH DEPOSIT AGREEMENT

THIS CERTIFICATE
FURNISHED
TO THE
RECORD HOLDER SECRETARY
OF
CHARGE UPON WRlTTEN

time
REQUEST TO THE
at
OF THE COMPANY
AT
insert
address
of
issuance).
be
in
The
following according
abbreviations.
when laws
used
in as
the
of
on
the
inscription Additional
face
this
certificate,
shall
construed not
though
the
list.
OF
they
were
written
to as asas
or
in
out
full
applicable tenants tenants joint
regulations.
abbreviations
may
GIFT Uniform
be
also
used
-
though
the
ENT
entireties with right
under
to
TEN TEN
JT
COM TEN
in by
common
UNIF
MIN ACT
Gifts
Custodian Minors Act
lMinorl
lStatel
tenants
of
survivorship
in
as
not
and
tenants
common hereby
sells.
PLEASE INSERT
IDENTIFYING
For value
the
SOCIAL SECURITY Opt NUM. ER OF ASSIGNEE
OTH[
received,
undersigned
assigns
and transfers
unto
PLEASE
PRINT
OR
TYPEWRITE
NAME
AND
ADDRESS
OF
ASSIGNEE
_____________________________________
Shares
irrevocably constitutes
by
the
represented
within
Certificate.
and hereby
and appoints
to
Attorney
transfer
the
said
in
on
of
of
the
the
shares Dated,
books
withiw7lamed Corporation with fuU power _
subs~ itution
the
premises.
In
presence
of
Return
WMIPC_500002099.00154
CONFIDENTIAL
Return
WMIPC_500002099.00155
e T
ferred
ee
end
an
Stock
l
tlhtalrf
SPECIMEN
E
1HE ST
LAWSOE
+RSFtI
it`zPip7er oJ+o
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CONFIDENTIAL
Xare ftre
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on on de Gaol
afu
ftre
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iso
o
President or other authorized
oV
f
suivzate ttovze
Mr
Xeee
aat cizea
officer
Secretary or other authorized
officer
Return
WMIPC_500002099.00156
CONFIDENTIAL
at
UPON WRITTEN
WILL FURNISH RELATIVE AUTHORIZED DETERMINED DETERMINE
of
REQUEST
TO THE SECRETARY
AT
[ insert address
time
issuance),
THE COMPANY OF
THE HOLDER
OF THIS CERTIFICATE
WITHOUT
CHARGE THE AND
DESIGNATIONS,
RIGHTS,
PREFERENCES,
AND
LIMITATIONS
APPLICABLE
TO EACH CLASS OR SERIES

LIMITATIONS
STOCK AND THE FOR EACH VARIATIONS

SERIES,
VARIATIONS
IN
RIGHTS, PREFERENCES,
AND THE AUTHORITY

SERIES.
OF
THE BOARD
OF DIRECTORS
TO
FOR FUTURE
THE SHARES REPRESENTED
BY THIS CERTIFICATE
ARE SUBJECT TO THE RESTRICTIONS, WASHINGTON MUTUAL,

INC.,
TERMS,
AND CONDITIONS
INVESTOR AS OF MARCH
OF A DEPOSIT AGREEMENT
LLC,
BETWEEN
MELLON
OF
at
in
of
AND HOLDERS FROM TIME TO TIME DEPOSITARY SHARES, DATED OF SUCH DEPOSIT AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY THE COMPANY AT [ insert address time issuance).
SERVICES
7,
2006.
A COpy
OF
OF
The
following- abbreviations.
when laws
used
in as
the
the
of
on
be
inscription Additional
face
this
certificate,
shall
construed not
though
list.
they
were
written
to as asas
or
in
out
full
according
applicable tenants tenants joint
regulations.
abbreviations
may GIFT
Uniform
be
also
used
-__
though
_
the
common
the
entireties
UNIF
under
Custodian Act
Girts
Minots
in
TEN
tenants
with
right
of
JT
survivorship PL!:
as
and
not
tenants
common
ASE
INSERT
SOCIAL SECURITY
NUMIEn
OR OTHER
For value
the
IDENTIFYING
0"
ASSIGNEE:
received,
undersigned
hereby
sells,
assigns
and transfers unto
PLEASE
PRINT
OR TYPEWRITE
NAME
AND
ADDRESS
OF
ASSIGNEE
_______________________________________
Shares irrevocably constitutes
by
the
represented
within
Certificate,
and hereby
and appoints
to
ttorney
transfer
the
said
on
of
of
the
the
shares Dated,
book8
within-named
Corporation
with
fuU power
substitution
the
in
premises.
In
presence
of
!. !.
to
TEN TEN
COM ENT
in by
MIN ACT
Minorl
Statel
Return
WMIPC_500002099.00157
CONFIDENTIAL
EXHIBIT E EXHIBIT E
Authorized Officers Authorized Officers
Return
WMIPC_500002099.00158
CONFIDENTIAL
Exhibit
Authorized Officers
Signature
Sophie
Hager Hume
First
Vice
President
Susan Taylor
First
Vice President
Cynthia
Holbrook
First
Vice
President
J.
Robert
Williams
Senior Vice
President
Peter
Freilinger
Senior Vice
President
Patricia
Schulte
Senior Vice
President
W.
Thomas
Casey
Executive
Vice
President
Charles Edward
Smith
First
Vice
President
of
remainder
page
intentionally
left
blank]
17357747
WMJAssistant
SecretGl)" s
Certificate
Return
WMIPC_500002099.00159
CONFIDENTIAL
CONFIDENTIAL
Washington
Mutual
$ 500,000,000
Washington Mutual Preferred Funding Trust

to-
Fixed-
Floating
Rate Perpetual Non- cumulative
Trust Securities into Inc.

each
Automatically
Exchangeable
in
Specified Stock
Circumstances
Depositary Shares representing Preferred

The
Security, offered Fixed-to- Floating
collectively,
of
Washington Mutual,
$100,000 per security
II
(
Rate Perpetual
Non- cumulative
Trust
Securities, liquidation
preference Trust
Trust Trust),
the Trust
Securities), beneficial
Washington
interests
Mutual Preferred
Funding
II,
and
of
a Delaware
Rate
statutory trust
( the
in
hereby represent undivided

Series
ownership
C,
Company Preferred Securities), Washington Mutual Preferred Funding LLC, a Delaware limited liability company the Company). The Trust will have no assets other than the Series 2006- C Company Preferred Securities. The Trust will pass through dividends paid and redemption and liquidation payments made
2006-
liquidation
preference
Series
2006- C
by
as
on
Trust
as if
by
will
of if,
Securities
be payable
rate
when,
and
until
declared
the
Companys Board
Managers
out
legally available thereafter, year,
funds,
on a noncumulative
preference 15,
basis
an annual
6.665%
December
if
15,
2016 and
in
of
or,
commencing
Date).
March
2007,
each case, the next Business
Day
any such
day
is
15
on
LIBOR plus 1.7925% December each

(each,
the liquidation
per security,
quarterly
arrears
March 15, June 15, September

not a
USD and Business Day

month
in
on
on
3-
of
at
Dividend
Office
Payment
so
of
of
If
the
Thrift Supervision herein,
together
with
any successor
will
regulator,
the
OTS)
directs following
the
occurrence
a
as
an
15
Exchange Washington
Event
described
each Trust Security
be automatically exchanged
Fixed-to- Floating
for depositary
shares representing
like
amount
Mutual,
Series
Inc.
WMI) Series
Perpetual
Non- cumulative
Rate Preferred Stock.
or
in
in
at
In
of
to
to
accumulation
any undeclared
dividends the
with
respect
Dividend
Payment
the
Dates prior
Series
the
redemption
date.
Any redemption
Securities
be
Securities will be redeemable, whole part, the option the Company on the December 2016 and each tenth anniversary thereafter each a Ten- Year Date) a redemption price equal the sum $ 1,000 per Company Preferred Security plus ( any declared and unpaid dividends the redemption date. The Series 2006- C Company Preferred Securities will be redeemable, whole but not part, the option the Company on any Dividend not a Ten- Year Date upon the occurrence a Tax Event, Investment Company Act Event, a Rating Agency Event Payment Date that a Regulatory Capital Event ( each described herein) a redemption price equal the sum ( $ 1,000 per Company Preferred Security plus ( any declared and unpaid dividends the redemption date plus ( such event and related redemption occur prior the Dividend Payment Date December 2016, a Treasury- based make whole amount. The Company may also redeem the Series 2006- C Company Preferred Securities on any Dividend Payment Date that not a Ten- Year Date, whether before after December 2016, a redemption price equal the sum ( 1,000 per Company Preferred Security plus ( any declared and unpaid dividends the redemption date plus ( a make- whole, which will a Treasury- based make whole any redemption prior December 2016 and a month USD LIBOR-based make whole for any redemption after December 2016. each case, the redemption price will calculated without
The
2006-
C Company
occurring
Preferred
in
of
Dividend
Payment Date
to
of
in
in
at
of
to
i)
ii)
at
y)
z) if
to
x)
as
at
of
to
U. S.
in
or
to
of
to
to
i)
ii)
3-
U. S.
for
to
be
iii)
will
at
is
be
in to
subject
its
the
prior
approval
OTS.
The Companys
Covenant
right
redeem
2006-
is
C Company Preferred
or
group
also
limited
in
obligations
the
Replacement
Capital issued
described
this offering circular.
in
The
Trust
Trust
Securities
will
only
bookentry form.
Each
individual
purchaser
of
be
affiliated
purchasers
preference
that
acquires
in
at
Securities
the
initial
offering
will
must acquire
least
three
Trust
Securities
having
an aggregate
dealer quotation
of
liquidation
$300,000.
or
or
S.
U.
The The
Trust
Securities
not
listed
any securities
exchange
byor
be
on
automated the
system.
securities
offered
hereby are not insured
guaranteed
Federal Deposit Insurance Corporation you invest
any other
or
insurer
government
agency
or
instrumentality.
See
offered
Risk Factors beginning
page
18
a description
the
risk
factors
you should consider before
in
of
for
on
the
securities
hereby.
Offering
Price:
$ 100,000.00
per Trust Security
1933,
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES AS AMENDED ( THE SECURITIES ACT), AND ARE BEING OFFERED AND SOLD ONLY TO PERSONS THAT ARE BOTH
(
U. S.
ACT OF
IN
INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND QUALIFIED PURCHASERS ( WITHIN THE MEANING OF SECTION a)( 51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED ( THE INVESTMENT COMPANY ACT)), RELIANCE ON AN EXEMPTION FROM REGISTRATION PURSUANT TO RULE 144A. PROSPECTIVE PURCHASERS OF TRUST SECURITIES ARE HEREBY NOTIFIED THAT THE SELLER OF THE TRUST SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE SECURITIES ARE NOT TRANSFERABLE EXCEPT ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER NOTICE TO INVESTORS. QUALIFIED
2(
to
IN
U. S.
The
of
Initial
Purchasers expect
deliver
the Trust
Securities
through
the
facilities
The Depository
Trust
Company and Euroclear
inN.
in
V.,
as
as
S.
of
A./
Bank
operator
the
Euroclear
System, and Clearstream Banking,
socit
anonyme,
13,
participants
The
Depository
Trust
Company,
each case against payment
New
York,
New
or
in
York,
on
about
December
2006.
Joint
Bookrunners
Credit Suisse
Goldman, Sachs
& Co.
Lehman
Co-Lead Managers
Brothers, Inc.
Morgan Stanley
Keefe, Bruyette
& Woods
Offering Circular
UBS
dated
Investment
Bank
December
6,
2006.
by
of
to
or
is
of
an
of
of
the Series 2006- C Company Preferred The Companys material assets consist Washington Mutual Bank WMB) as described herein. Dividends on the Series 2006- C Company Preferred
the
Company
Securities
distributions
and redemption
and liquidation
payments
on
the
Securities.
indirect interests
mortgages
and mortgage- related
assets
originated
or
in
of
by
of
a like amount $ 1,000 per security ( the
of
Fixed-to- Floating
Perpetual
Non- cumulative
acquired
Return
WMIPC_500002117.00001
CONFIDENTIAL
This offering circular
confidential.
You are authorized the securities
to
is
use this offering circular
solely for
the
in
of
of
purpose
University
considering
Inc.
the purchase
described
this
offering
circular.
WMI, WMB,
Street,
University
Street), the
Company, the
II
Trust,
Washington
with
Mutual
Home
I,
the
Equity
Trust I
Asset Trust
I),
2006-
OA1
no
WAMU
Asset Trust
and, together
Asset Trust
Asset
Trusts),
circular.
and The
other
Initial
sources
identified
herein have provided
the information
warranty,
contained
in
this offering
as
or
or
Purchasers
make
or
representation
express
to
implied,
the
in
or
accuracy
completeness
such information, and nothing contained
this
offering circular
by
be
shall
relied
upon
as,
a promise
representation
the
Initial
Purchasers.
disclose
You
may
of
not reproduce contents the

offering
in
in
or
or
or
the the the
of
is,
distribute
this
offering circular,
whole
part,
and you may not
any
the
or
this offering
circular
use any
information
herein for any purpose
other
than considering
delivery
by
of
purchase
circular.
the Trust Securities.
You agree
the foregoing
accepting
of
to
this
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY A CRIMINAL OFFENSE.
IS of
The
distribution jurisdictions this offering circular
and the offering and sale
of
the securities
offered
hereby
in
certain
may
II to
by
be
restricted
Initial
law.
WMI, WMB,
University
Street,
the Company, the Trust,

this
I,
Asset Trust
offering circular
Asset Trust
and the
Purchasers require persons into whose possession about and

invitation
circular
comes
inform
themselves
to
observe
any such restrictions. This offering
or
an
of,
to
does not
constitute
offer
an
purchase, would
any
of
the securities
offered
in
in
or
hereby
any
jurisdiction
which such
offer
invitation
be
unlawful.
to
Notwithstanding
anything
herein
the contrary, each investor
and each employee,
representa-
or
to
of
tive,
agent
any investor)
may
of
disclose
any and
persons, without limitation herein and

all
of
all
any kind, the
tax
treatment
and
tax structure
the transactions
that
contemplated
of
materials
any kind
or
to
( including
opinions
other
tax analyses)
are provided
the investors
to
relating
such tax
treatment treatment
extent
and tax
structure.
However, any information remain confidential

( and
to
relating the
the United States federal income tax sentence

will
or
tax structure
will
foregoing
not
apply) laws.
to
reasonably
tax
necessary
enable any person
to
comply with applicable
securities
purpose,
structure
treatment
means United States
or
federal
state
income tax treatment,
and tax
or
to
to
For this
means any
facts relevant
the United States federal
state
income tax treatment
of to
transactions
contemplated the issuer
herein but does not include information relating any assets underlying the securities,
the identity
their
of
the issuer
affiliates
or
of
of
the
securities,
any
respective
that
are offering the securities.
or
No
tions
person
has been authorized
to
to
give
any information
make any
representations
other
in
or
this offering
circular,
if
than those contained
and,
given
made, such
or
information
representaStreet,
of
must not be
relied
upon as having been
authorized
II.
by any
WMI, WMB,
University
or
Company, the
sale
Trust,
will
Asset Trust
Asset Trust
Neither the delivery any implication
of
this offering
circular
of
nor any
hereunder
create,
under any circumstances,

University Street,
that there
has been no change
the
affairs
the Trust, Asset Trust
Asset Trust
or
is
of
II to
WMI,
WMB,
the Company, contained
since
its
the date hereof
that the
information
herein
correct
as
any time subsequent
date.
or
of
in
of
Return
WMIPC_500002117.00002
CONFIDENTIAL
NOTICE TO
NEW HAMPSHIRE RESIDENTS ONLY
EFFECTIVELY
REGISTERED
CONSTITUTES
FINDING
OR A PERSON LICENSED THE STATE OF NEW HAMPSHIRE BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
IS IN IS
DOCUMENT FILED UNDER RSA 421- B TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
IT IS IN
CONNECTION WITH THIS OFFERING, CREDIT SUISSE SECURITIES USA) LLC, GOLDMAN, SACHS & CO., LEHMAN BROTHERS INC., AND MORGAN STANLEY & CO. INCORPORATED, MAY OVER- ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORT(
MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD OF TIME AFTER THE ISSUE DATE. HOWEVER, THERE MAY BE NO OBLIGATION ON CREDIT SUISSE SECURITIES
ING THE
(
USA) LLC, GOLDMAN, SACHS & CO., LEHMAN

AT
IN
CO. INCORPORATED
UED
ANY
TIME,
BROTHERS INC., AND MORGAN STANLEY & TO DO THIS. SUCH STABILIZING, COMMENCED, MAY BE DISCONTINAND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD.
IF
IS
ii
IS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A HAS BEEN FILED UNDER CHAPTER 421- B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY
LICENSE
Return
WMIPC_500002117.00003
CONFIDENTIAL
NOTICE TO INVESTORS
to
Because
making any the following restrictions, purchase,
resale,
purchasers
are advised
consult
legal
counsel
prior
or
offer,
pledge
of
other
transfer
the securities offered hereby.
of
Representations
Purchasers
of
Each purchaser
Trust Securities
( including
the registered
holders and beneficial
owners
of of to
to
the
of
as
of as
be
of
to
Trust Securities
they exist from time
time, including
a result the time
transfers) will
deemed
in
as
as
have represented and agreed
follows,
each case
of
purchase:
A)
i) is
the purchaser
qualified
institutional
buyer within the meaning
of
Rule 144A
that
is
Institutional
Buyer), (
Trust Securities
have not been and
will
not
be
ii)
promulgated under the Securities
Act ( a Qualified
aware
the
registered
under the Securities
Act and that the exemption
in
sale
the Trust Securities
being
made
or
reliance
on Rule 144A
or
to it is
of
another
of of
iii)
from the registration requirements

for
the Securities
Act and
qualified
is
acquiring
such Trust Securities
own account
or
its
the account
one
more
institutional
buyers;
B)
the purchaser
qualified
purchaser
within
the meaning
(
Section
2(
i) is
of
a)(51)
to
the for
Investment
Company Act and the

that the Trust will not
rules
and
regulations
thereunder
Qualified
Purchaser),
ii)
aware
be
registered
under the Investment

iii)
Company Act
in z)
is
reliance
in
3(
7)
on the exemption
its
set forth
Section
c)(
thereof
and
is
acquiring
or
or
of
own account
sole
the account
one
more
qualified
purchasers
as
to
which the purchaser
exercises
investment
discretion,
as the case may be;
C)
x)
either
the purchaser
not
employee
benefit
plan
defined
Section
the Employee
Retirement
Income
Security
Act
1974,
amended
that
y)
of as or
of to
of
is
that
subject
Title
ERISA,
plan,
account
other
arrangement
( the
of or is
a
subject
(
Section 4975
the Internal Revenue assets include
Code
of
1986,
amended
Code), reason
whose
underlying
plan assets
any
the foregoing
by
of
investment
Benefit
in
by
or
an
employee
benefit
plan
other
plan
such entity ( each
of
the foregoing,
( in
3( 3) i)
as
of
of
as
a)
an
is
ERISA)
any entity
Plan
or
b)
is
Investor),
the purchaser
an insurance company general account
that represents,
at
warrants
securities,
that,
the time
acquisition
the period
it
and covenants
of
and throughout
holds the
x) it is
of
eligible for
and meets the requirements
Department
of
Labor Prohibited
y)
z) it of
Transaction
Class Exemption
95-60,
less
than
25%
(
of
the assets
such general account are
or
of
or is
represent)
assets
Benefit
Plan Investor
and
not a person
who
has discretionary investment
or
to
of
authority
control
with
respect
the assets respect
the Trust
any person who provides
for
or
C.to F. R.
or
advice
a fee ( direct
indirect) with
such assets,
any
of
affiliate
such a person
1)
excluded
plan,
ii)
and would not otherwise
under 29
foreign
2510.3- 101(
and
a)
be
f)(
either
the
or
purchaser
not a governmental
plan,
church plan
other
plan subject
to
the
is
law that Law)
or
to
of
or is
of
substantially similar
the Section
406
ERISA
Section
will
4975
the Code
in (
all
Similar
b)
or
of
its
purchase
and holding Law;
not constitute
result
a nonexempt
violation
of
Similar
D)
the purchaser
not purchasing
with
a view
Act;
to is
is
the resale,
in
or
of
distribution
other
disposition thereof
violation
the Securities
E)
neither
the purchaser
nor any account

for
for
which the purchaser
acquiring
of
Trust Securities
will
hold such Trust Securities
the benefit
any
other
person and the

for
purchaser
will
and each such account

participation interests
be
will
the
sole beneficial
owners thereof
into
purposes and
in
not
sell

will
or
enter
any other arrangement
pursuant
which any other person
be
entitled
an
in
to
to
interest
the distributions on the
Trust Securities;
iii
Return
WMIPC_500002117.00004
CONFIDENTIAL
F)
the certificates
evidencing
the
Trust Securities
will
bear a legend
to
the following
effect:
IS
THIS SECURITY TIVE TRUST
ONE OF THE
( II
FIXED- TO- FLOATING
RATE PERPETUAL
NON-CUMULAMUTUAL
SECURITIES
TRUST SECURITIES)
(
ISSUED BY WASHINGTON
U. S.
PREFERRED FUNDING TRUST THE TRUST). THE ISSUER OF THIS SECURITY HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT
E)
UNDERSTANDS
IN
THAT THE TRUST MAY RECEIVE A
POSITIONS
THIS SECURITY
LIST OF PARTICIPANTS HOLDING FROM ONE OR MORE BOOK-ENTRY DEPOSITARIES.
IN
EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND THE AMENDED AND RESTATED TRUST AGREEMENT OF THE TRUST THE TRUST AGREEMENT), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN EXCEPT TO AN ELIGIBLE PURCHASER WHO CAN MAKE THE SAME REPRESENTATIONS AND AGREEMENTS ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH THE TRUST AGREEMENT WILL BE VOID AB INITIO. AT ANY TIME THE HEREIN OR TRUST DETERMINES GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE TRUST SHALL CONSIDER THE ACQUISITION OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID, OF NO FORCE AND EFFECT AND WILL NOT, AT THE DISCRETION OF THE TRUST, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT ( THE TRANSFER AGENT), OR ANY OTHER INTERMEDIARY. ADDITION, THE TRUST OR THE TRANSFER AGENT MAY REQUIRE
IT
(
IN
TRANSFER AT LEAST $100,000 LIQUIDATION PREFERENCE OF TRUST SECURITIES ( e., AT LEAST ONE TRUST SECURITY) THE CASE OF EACH SUBSEQUENT INVESTOR AND
i.
IN
COMPANY ACT OF 1940, AS AMENDED THE INVESTMENT COMPANY ACT), AND THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE SECURITIES ACT), AND NEITHER THIS SECURITY NOR ANY BENEFICIAL INTERESTS HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON WHO BOTH A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT QUALIFIED INSTITUTIONAL BUYER) AND A QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION a)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES AND REGULATIONS THEREUNDER QUALIFIED PURCHASER) ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A PERSON WHO BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER ( AN ELIGIBLE PURCHASER) AND EACH SUCH PERSON AND ACCOUNT FOR WHICH SUCH PERSON PURCHASING NOT A BROKER- DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25 MILLION SECURITIES OF ISSUERS THAT ARE NOT ITS AFFILIATED PERSONS, NOT A PLAN PARAGRAPH a)(1)( D) OR ( a)(1)( OF RULE 144A, OR A REFERRED TO TRUST FUND REFERRED TO PARAGRAPH a)(1)( OF RULE 144A THAT HOLDS THE INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ASSETS OF SUCH A PLAN, ARE MADE BY THE BENEFICIARIES OF SUCH PLAN, WAS NOT FORMED FOR THE PURPOSE OF INVESTING THE TRUST, WILL HOLD LEAST $300,000 LIQUIDATION PREFERENCE OF TRUST SECURITIES ( LEAST THREE TRUST SECURITIES) AND, TRANSFERS ANY INTEREST ANY TRUST SECURITY, WILL TRANSFER AT LEAST $ 100,000 LIQUIDATION PREFERENCE OF TRUST SECURITIES ( AT LEAST ONE TRUST SECURITY) THE CASE OF EACH INITIAL INVESTOR, AND WILL HOLD AND
( (
IS
U. S.
2(
IS
A)
IS
IS
B)
IF
D)
IN
C)
F) E)
IN
i)(
IN
i)(
i)(
e.,
IF
IN
IT
AT
i.
AT
IN
IS
IN
IT
IS
e.,
i.
IN
IS
iv
IN
IF
IN
IS
IN
Return
WMIPC_500002117.00005
CONFIDENTIAL
SUCH ACQUIRER OR
CIAL INTERESTS
BENEFICIAL
OWNER TO
SELL THIS SECURITY
OR SUCH
BENEFI-
TO AN ELIGIBLE PURCHASER.
I)
OTHER
IS
ENTITY AS
TRANSFER,
PLEDGE,
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON WRONGFUL INASMUCH AS THE REGISTERED CO., HAS AN INTEREST HEREIN.
G)
for
(
IS
IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), TO THE TRUST OR DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION THE TRANSFER AGENT, AND ANY CERTIFICATE ISSUED REGISTERED THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED MADE TO CEDE & CO. OR TO SUCH REPRESENTATIVE OF DTC ( AND ANY PAYMENT UNLESS THIS SECURITY
IS ( IS IN IN
IS
IN B)
OR TRANSFERRED TO: ( AN EMPLOYEE BENEFIT OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ERISA), THAT SUBJECT TO TITLE OF ERISA A PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ( THE CODE), OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUCH ENTITY ( EACH OF THE FOREGOING, A BENEFIT PLAN INVESTOR), EXCEPT FOR AN INSURANCE COMPANY GENERAL ACCOUNT THAT REPRESENTS, WARRANTS AND COVENANTS THAT, AT THE TIME OF ACQUISITION AND THROUGHOUT THE PERIOD HOLDS THE SECURITIES, ( ELIGIBLE FOR AND MEETS THE REQUIREMENTS OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95- 60, ( LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT ARE OR REPRESENT) ASSETS OF A BENEFIT PLAN INVESTOR AND ( NOT A PERSON WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE ( DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS, OR ANY AFFILIATE OF SUCH A PERSON AND WOULD NOT OTHERWISE BE EXCLUDED UNDER 29 2510.3- 101( F)(1). ADDITION, EACH PURCHASER OR TRANSFEREE OF THIS SECURITY WILL BE REQUIRED TO REPRESENT AND WARRANT ( OR, CERTAIN CIRCUMSTANCES, WILL BE DEEMED TO REPRESENT AND WARRANT) THAT, FROM THE DATE OF ACQUISITION AND THROUGHOUT THE PERIOD OF HOLDING THIS SECURITY, EITHER ( NOT A GOVERNMENTAL PLAN, FOREIGN PLAN, CHURCH PLAN OR OTHER PLAN SUBJECT TO LAW THAT SUBSTANTIALLY SIMILAR TO THE SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE SIMILAR LAW) OR ITS PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE OR RESULT A NON- EXEMPT VIOLATION OF SIMILAR LAW.
PLAN AS DEFINED
NO SECURITY MAY BE PURCHASED

IN
SECTION
3( 3)
IS
IS
( III)
IN
IT
IT
I)
IS
III)
IT
IS
C. F. R.
IN
A)
IS
OWNER
IT
IS
HEREOF,
CEDE &
the
purchaser
and each account

that
which
it is
purchasing:
is
i)
not a brokerdealer
owns and
on
invests
a discretionary basis less than
in
$25
million
securities
of
unaffiliated
issuers;
as
to as
IN
II)
ii)
not a participantdirected employee
plan,
such
a 401(
plan,
referred
E)
in
of D)
F)i)(
paragraph
i)(
( a)(1)(
( a)(1)(
Rule 144A,
trust
fund referred
paragraph
( a)(1)(
i)(
Rule 144A that holds the assets
of
such a plan;
iii)
was not formed
for
the purpose
in
of
investing
the Trust;
at
of
in
or
or
of
will
least
liquidation
Trust Securities
i.
hold
$ 300,000
preference
e.,
at
iv)
least
in
three least
Trust Securities)
if it
and,
transfers
any interest
any Trust Security,
will
transfer
at in
of
liquidation
initial
Trust Securities
i.
$ 100,000
at
preference
e.,
least
one
Trust Security) liquidation
of
the case
each
investor,
and
will
hold and transfer
at
least
$ 100,000
to
is
k)
II)
Return
WMIPC_500002117.00006
CONFIDENTIAL
in
of
at
of
subsequent
investor;
i.
preference
Trust Securities
( e.,
least
one Trust Security)
the case
each
in
of
will
provide
notice
the
transfer
restrictions
described
this
Notice
to
v)
Investors
to
any subsequent
vi)
transferees;
acknowledges
that
the Trust may receive a
list
participants holding
positions
from one
or
more book-
entry depositaries;
and except
or
(vii)
may
not transfer the Trust Securities
to
(
beneficial
interests therein
transferee
who can make the same

Investors
representations
and agreements as
Trust
for
set forth
in
this
to
Notice Trust
and the Amended
and Restated
Agreement which
of
the Trust
the
Agreement) on behalf acknowledges

that
itself
and each account
it is
of
purchasing.
The purchaser
involving
in
are being offered only

Act.
transaction
not
any public offering within the meaning

will
of
the Securities
The
Trust Securities
have not
will
been and
registered resell,
not be registered under the Securities
Act and the Trust has not been and
not
if in
Company
Act,
and,
the future the purchaser
decides
to
offer,
or
or
be is
under
pledge
otherwise
offered,
transfer
any interest therein, such Trust Securities
interest
may be
resold,
pledged
otherwise
in
or
transferred
only
accordance
that
with
the legend
on such
Trust Securities
described
above. The purchaser
acknowledges
no
representation
or
as
to
made by
the Trust, the Company
the
Initial
Purchasers
the
of
availability
any exemption
or
the Securities
Act
any state securities
laws for resale
of
Forced Sale Any

Investors
of
Securities
in
in
transfer
Trust Securities
breach
the transfer restrictions
set forth
this
Notice will
no
be
and the Trust Agreement
will
be
ab
of
force
and
effect,
will
void
initio,
and
not
to
to
to
operate
its
Trust,
transfer
any
Agent
rights
the transferee,
notwithstanding
any instructions
the contrary
to
any the
or
Transfer
any other intermediary.
in
The purchaser
of in
or
in its
agrees
that
the event that the Trust
Transfer
Agent determines
good
or
of
at
to
the
of
of
faith
that
a holder
beneficial
owner
breach,
the
time given,
or
the representations
agreements set forth above, the Trust shall consider
the acquisition
of
the
or
no
of
Trust Securities
beneficial
interests therein void,
force
and effect and
at
will
not,
the discretion
to
to
the
Trust,
operate
transfer
any rights
the transferee
notwithstanding
any instructions the Trust
or
contrary Transfer beneficial
the Trust, the Transfer Agent
or
to
In
addition,
the
or
to
of
Agent
may
require
such acquirer
beneficial
owner
transfer
to
to
interests therein
transferee
acceptable
the Trust who

Notice
to
is
able
and who does make

such transfer,
including
in
of
the representations
and agreements set forth
to
all
this
Investors.
Pending
such holder not limited
will
deemed not
the holder
for
be
be
to
of
any purpose,
or
to
of of
receipt
dividend
and redemption
payments
or
on
to
distributions
upon the
liquidation
the Trust, and such holder
will
deemed
have
its
interest
whatsoever
as
except
otherwise
required
redeem
as
or
to
sell
interest
therein
described
in
this
paragraph.
Investment
Company
Act
3(
7)
reliance
on Section
c)(
Company Act
Section
3(
In
c)( 7)), Act.
the Trust
rely
as
to
has not registered
an investment
company pursuant
the Investment
all
Company
To
on
3(
Section
c)(7),
the Trust must have a Purchasers
reasonable belief that

transferees)
purchasers
of
at
( including their
the
Initial
and subsequent
are qualified
purchasers
for
the time
of
purchase
such
securities.
The
Trust will establish
a reasonable
belief
purposes
3(
7)
by
of
Section
set forth
c)(
based upon the representations
deemed made
the purchasers
the securities
of
under
Representations
Purchasers
above, the covenants
and undertakings
of
the
vi
as
of
of
in
be
no
to
of
but
is
or
in
of
Return
WMIPC_500002117.00007
CONFIDENTIAL
of
to
Trust referred
below and the agreements
the
Initial
Purchasers
to
relating
the private placement
of
the
securities
pursuant
Rule 144A referred
under
Plan
of
to
to
Distribution.
Reminder Notices
or
an
Whenever
the
Trust
sends
annual report
( each,
other
periodic
report
holders
of of
to
the Trust Secuthe Trust Secu-
it
rities, rities.
will
also send a reminder notice

will
Reminder
to
Notice)
the holders
Each Reminder Notice
state that (
each holder
in as
or
an
of
i)
Trust Security
interest
Trust Security)
must
able
make
of
the representations
set forth
above
B)
in
be
to
paragraphs
ii)
(
and
G)
3(
( (
under
Representations
in to
and
Purchasers ( the
7)
c)(
Representations),
3( or
to
to
interests
the Trust Securities) are transferable
only
purchasers
deemed
have
made
the the
the
7)
c)(
Representations
have satisfied the other transfer restrictions
applicable
Trust Securities, Trust Securities)

( exercisable
iii)
any prospective
transferee

purchaser,
interest
determined not
be
to
is
a qualified
then the Trust and (
will
have the
in to
or
an
of
if
right
in of its
to
to
iv)
sole discretion)
refuse
honor such transaction, not

treat
(
if
any
security
holder
in
or
an
any
holder
interest
a security)
determined
be
to
is
a qualified
purchaser,
then the Trust

null
in
to
will
have the right
to its
( exercisable
sole discretion)
the transfer
to
such purchaser
and
void
and
require
such purchaser
sell
securities price
and
to
of
all
all
its
interests therein) Trust will
a transferee
by
at
designated
the Trust
periodic
the then current market
therefor.
The
send a copy
of to
each
or
to
annual
other
report ( and
each Reminder
Notice)
DTC
with
a request that participating
in
or
organizations interest
DTC
DTC
Participants)
forward them
the security holders
holders
in
Trust Securities.
DTC
Actions
with
respect
to
the Trust Securities take the following steps
The
Trust will direct
DTC
in
to
connection
with
the Trust Securities: the
in
in to
include
the
3c7
marker and,
lieu
the
GABS
or
of
marker
otherwise, additional
GRLS
an
marker the
for contain
to
the
DTC
20- character
security descriptor,
and the 48- character

are limited
descriptor
in
to
Trust Securities
order
to
indicate
that sales
Qualified
Purchasers;
by
to
cause
i)
each
physical security electronic
DTC
delivery order ticket
delivered
DTC
order
to
purchasers
delivered
of
the
20- character
descriptors
ii)
and
each
DTC
by
delivery
ticket
DTC
in
to
to
purchasers
form
contain
will
the 3c7 and
GRLS
of
indicators
and the
related
user manual for participants,
which
contain
description
relevant
restrictions;
in or
of
to
to
an
to
send, on
prior
the closing date
this
Offering,
Important Notice
of
all
DTC
instruct
Participants
connection
( but
with this Offering
The
Trust
may
the
DTC
to
from time
Notice;
time
not more frequently
than every six months)
to
reissue
Important
in
3(
include
the Trust
DTCs
Reference
Directory
Section
c)(
7)
to
of
offerings;
in
in
to
of
of
all
include
confirms
trades
the
Trust Securities
DTC, CUSIP numbers

and
with
to
fixed field
attached
the CUSIP number that has the
3c7
GRLS markers; and
deliver
the Trust from time
time a
list
DTC
in
an
to
to
to
of
all
Participants holding
interest
the
securities.
Euroclear
Actions
with respect
to
as
S.
V.,
N.
of
The
Trust will instruct
Euroclear
Bank
A./
operator
the Euroclear
System
clear),
take the following steps
in
to
connection
with the
Trust Securities:
reference
144A/
c)( 7)
as
part
the security
name
in
3(
to
of
the Euroclear
securities
database;
vii
Euro-
Return
WMIPC_500002117.00008
CONFIDENTIAL
in
each
daily securities
balances
report
and daily transactions
to
report
Euroclear
Participants
holding
positions
the Trust Securities,
include
144A/
c)(7)
the securities
name
for
in
in
3(
to
the
Trust Securities;
periodically the
and
least annually)
send
the Euroclear
Participants
holding
positions
an
Trust Securities
electronic
Important
Notice
outlining
the restrictions
applicable
3(
c)(
7)
securities;
to
to
to
of
deliver
the Trust from time
time,
upon
and
request,
all
its
list
Euroclear
Participants
holding
an
in
interest
the Trust Securities;
in
in
c)(
include
the
its
marker
the
name
all
the Trust Securities accepted

within
by
3(
7)
of
to
lists
distributed
Euroclear
monthly
to
participants
showing
securities
the Euroclear
securities
database.
Clearstream
Actions
with
respect
to

socit
The
following
Trust will instruct
Clearstream Banking,
with
anonyme
to
Clearstream),
take the
in
steps
connection
the Trust Securities:

part
reference
144A/
7)
the security
name
in
c)(
as
3(
to
of
the Clearstream securities
database;
in
each
daily portfolio report
and
to
daily
settlement
144A/
report
Clearstream Participants the securities
holding
in
in
3(
to
positions
include
c)(7)
name
for
the
Trust Securities;
to to
the
in of by in
at
to
to
periodically the
and
least annually)
send
to
at
to
the Clearstream Participants

outlining
holding
positions
an
Trust Securities
electronic
Important
Notice
the restrictions
applicable
3(
c)(
7)
securities;
to
to
to
of in
deliver
the Trust from time
time,
upon
and
request,
all
its
list
Clearstream Participants
in
an
holding
interest
by 7)
in
3(
c)(
to
include
the
marker
the
name
to to its
of
the Trust Securities showing

all
the continuously accepted
updated
within
list
made
available
Clearstream database
participants include the
securities
in
3(
7)
Clearstream securities
Trust Securities.
and
c)(
marker
the
name
of
the
Bloomberg Screens, The

regarding
etc.
7) to
Trust will request,
from time
time,
third-
party
vendors
to
all
include
appropriate screens
legends
3(
Rule 144A and Section Without

limiting the
c)(
restrictions
on the
on
Trust Securities
will
maintained
such vendors.
include
foregoing,
the
Initial
Purchasers
request that Bloomberg, about the securities
on
the following
each Bloomberg screen containing
information
as
applicable:
of
the
bottom
the
Security
Display
page
describing
should state:
Issd
under 144A/ 3c7 and

the
GRLS;
for
Security
Display
page
should have a flashing red indicator
stating
Additional
Note Pg;
to
such indicator
the
should
link
an
Additional
Security
Information
page, which should state that from registration under
in
Trust Securities
are
being offered
reliance
on the exception
(
as
of
of
Rule 144A are

ii)
(
the Securities
institutional
Act
1933,
amended
the Securities
to
Act),
persons that
Act,
in
as
i)
qualified
buyers
defined
Rule 144A under the Securities
and
2(
qualified
purchasers as defined
of
under Section
a)(51)
the Investment
Company Act
as
1940,
amended;
and
viii
L. P.
Return
WMIPC_500002117.00009
CONFIDENTIAL
the
Disclaimer
pages for the Trust Securities under the Securities
should state that the securities
have not been
as
be
of
and
will
not
registered
Act
1933,
amended,
and Washington
Mutual Preferred
Funding
(
II
Trust
has not been registered
Company Act Rate

Perpet-
as
of
1940,
amended
the
Investment
Company
be
not
Act),
and the
Fixed- to-Floating
or
ual
Non- cumulative
Trust Securities
may
the
offered
sold absent
an
applicable
exemption
from registration requirements and any such offer and sale
these securities
must
3(
7)
of
accordance
with
Section
c)(
Investment
Company
Act.
CUSIP
for
The
field
Trust will
cause each
3c7,
CUSIP obtained
a Global
Security
have
an
to
attached
fixed
that
contains
GRLS
and 144A indicators.
Legends
in
of
The
Trust will
not remove
the
legend set forth
Representations
Purchasers
at of
any time.
SPECIAL
NOTE REGARDING
FORWARD- LOOKING STATEMENTS

incorporated herein by reference
contain certain
This offering circular and the documents

forward- looking
of
statements within the meaning
the Private Securities and other

that
Litigation matters.
Reform Act
1995
with
respect
financial
condition,
results
operations
Statements
in
the
of
to
this
offering
circular,
including
those incorporated
for
herein
by
reference,
are not historical facts are
by
of
forward- looking
statements
the purpose
the ( the
safe
harbor provided
Act)
Section
21E
as
of
Securities Act.
Exchange
Act
1934,
amended
Exchange
the
fact
and Section 27A
of
the Securities
Forward-looking
facts.
statements
often
can be identified
by
that
they do not relate
to
strictly
historical
or
current
They
include
words, such as
expects,
anticipates,
intends,
plans,
or
or
or
of to as as
believes, will,
seeks,
estimates
words
of
similar
meaning,
future
conditional
verbs,
such
or
should,
could
may.
as
or
Forward-looking statements provide
WMIs
WMBs
applicable)
expectations performance.
or
predictions their nature,
or
of
future conditions,
events
results.
They are not guarantees
of
future
By
to
in
be
of
forward- looking
statements
are subject and
risks
and uncertainties.
These statements
speak only
do
the date they are made.

reflect
WMI
not undertake
to
WMB
or
update forward- looking statements
the impact
of
circumstances
events that arise after the date the forward- looking
statements
(
were made. There are a number

applicable) control, that
factors,
many
which are beyond
WMIs
WMBs
or
could cause actual conditions,
events
to
as
or
of
of
results
differ
significantly
from
in
in
those described
the forward- looking
statements. The factors are generally
described
WMIs
as
applicable)
most recent Form 10-
K/
WMBs
and Form 10-
under the caption
Risk
Factors.
WHERE YOU CAN WMI

Securities
files files
FIND
MORE INFORMATION
proxy statements and other information with the
that
annual,
quarterly
and
current
( the
reports,
and Exchange Commission

for at
SEC).
You may read and copy any document
WMI
at
with
the
SEC
to
In D. C.
in
the SECs public

further information
reference
room
Washington, room.
Please
call
the
1-
800- SEC-0330
on the
public
reference
addition,
WMIs
SEC SEC filings

reports,
at
are available
the public
the SECs web site about
at
http://
www. sec. gov. You can
also inspect
at
proxy statements
and
other York,
information
WMI
of
the offices
the
New
York Stock Exchange,
20
Broad
Street,
New
New
York.
by
This offering circular incorporates
reference
certain
information
that
WMI
files
with
the SEC. and

that
by
is
to
The
information
incorporated
reference
considered
be a
part
of
this offering
circular
should be read with the same care. have been incorporated
When WMI
by making
in
updates the information contained

future
filings
documents
by
reference
with
the SEC, the information updated
incorpo-
in
by
is
to
rated
reference
this
offering
circular
considered
be
automatically
and superseded.
ix
or
of
Return
WMIPC_500002117.00010
CONFIDENTIAL
in
or
of
In
to
other
words,
the case
conflict
inconsistency
between information with respect
WMI
circular,
in
contained
this offering
circular
and information incorporated
by
reference
into this offering

later.
in
you should rely reference Sections
the information
listed
contained
the document
that
files
was
filed
WMI
incorporates
or
d)
c),
of
it
the documents 13( a), 13( 14,
below and any documents the Exchange Act
with
the
SEC
is
in
the future under
15(
until
this Offering
completed:
9,
Annual Report on Form 10-
filed
on August
2006
to
K/
relating
the year ended
December
Quarterly
31, 2005; Report on Form 10Quarterly
filed
August 10, 2006 relating
to
Q/
the quarter ended March
31,
9,
2006 and
Reports
filed
August
2006
to
on Form 10- Q
relating
the quarter
ended
9,
June 30, 2006 and 2006; and
filed
November
2006
to
relating
the quarter ended September
30,
8-
on
Current Reports
on Form
filed
January 18, 2006, January 23, 2006, February
7,
2006,
February 21, 2006, February 27, 2006, March

information
(
9,
2006, April 10, 2006
( other
than the
furnished
under Item 7.01 including
Exhibit 99.1), April
18, 2006, April 24, 2006 June 28, 2006,
other
than the information
furnished under Item 7.01 including
Exhibit 99.1), 18,
July
19, 2006,
files
August 24, 2006, September

quarterly
18, 2006 and October
2006. the OTS. You

with
WMB
OTSs
annual,
and current reports and other information

information that
with
may
at in
the
read and copy these reports and other non- confidential
WMB
at
files
the
OTS
N.
In
at
offices
filings
1700
D. C.
Street,
W., Washington,
20552.
addition,
WMBs
http://
most recent
to
periodic
with
the
are available
the investors
and then
clicking
the
Fixed Income
button.
by
reference
certain
information
that
WMB
files
with
the OTS. and

that
by
is
to
The
information
incorporated
reference
considered
be a
part
of
this offering
circular
When
WMB
is
in

future
filings
documents
by
reference
by making
with
the OTS, the information incorpoupdated
in
by
to
rated
reference
this
offering
circular
considered
be
automatically
and superseded.
in
or
In
of
other
words,
the case
conflict
inconsistency
in
contained
this offering
circular
by
reference
into this offering

later.
to
WMB
circular,
in
you should rely on the information
contained
the document
that
was
filed
WMB
to in
incorporates
it
by reference the documents
listed
below and any documents
files
with
the the
or
d)
or
of
Sections
13( a), 13( c), 14,

this
15(
the Exchange
Act
regulations
of
OTS OTS
the future under

substantially
is
similar effect until
Offering
completed:
Annual Report on Form 10-
filed
on August 15, 2006
to
K/
relating
the year ended
December
Quarterly
31, 2005; and
on
Report
Form 10-
filed

filed
to
Q/
31,
on
2006, Quarterly Reports June 30, 2006 and 2006; and

filed
Form 10- Q
14,
to
the quarter ended
November
2006
to
relating
the quarter ended September 30,
8-
on
6,
Current Reports
April
on Form
filed
February 27, 2006, March
2006, March
7,
2006,
10, 2006, April 24, 2006, June 26, 2006 and August 14, 2006. herein by reference
quarterly reports Financial certain other information that financial
This offering circular also incorporates
WMB
Report).
to
to
submits
the OTS.
WMB
submits
the
OTS
regarding
(
WMBs
condition
and
operations
Thrift
on OTS Form 1313
entitled
Thrift
Report
each, a
Thrift
Financial
of
Each
Financial
Report consists
a Consolidated Cash Flow
Statement
of
Condition,
Consolidated Requirements
Thrift
Statement
of
Operations, Consolidated
Information,
Consolidated
Capital
as
of
of
and
other
supporting Reports
schedules
the end
to
the period
which the report relates. The
in
by
Financial regulatory
are prepared
accordance
all,
with regulatory instructions
issued
the OTS. These

principles
in
instructions
most, but not
cases follow generally accepted
accounting
the
ir
OTS
at
WMIs website
www. wamu. com/
by
on
Return
WMIPC_500002117.00011
CONFIDENTIAL
or
United States
Financial regulatory financial
GAAP)
the opinions and statements Board. While the

Thrift
the Accounting Reports
Principles
Board
or
of
the
Accounting documents,
Standards
Financial
are supervisory
and
do
not primarily accounting
documents,
and
not provide
a complete range
disclosure financial
about
WMB,
the reports nevertheless
provide
important information concerning

Thrift
WMBs
audited.
In
condition
and operating
results.
Thrift
addition,
WMBs
Financial
Reports
are not
by
The non- confidential upon
on
of
portions
Financial
Reports
filed
WMB
are
file
with,
and
of
to
are publicly available
written
request,
the Office
Thrift
Supervision, FOIA, 1700 and are also available
Street,
U. N. S.
D. C.
W.,
Washington,
20552,
Attention:
Dissemination Branch
( the FDIC)
at
the
Federal Deposit
Insurance
Corporations
web
at
site
http://
www. fdic. gov.

unless that exhibit
an
of
to
You may request a copy
these
filings,
other
than
exhibit
filing
by
by
or
is
An
specifically
incorporated
reference
into that filing,
cost,
writing
telephoning
WMI
1301 Second Avenue

Seattle,
Washington
98101
( 206)
461- 2000 year

fiscal
on
The Company was formed
of 3,
February
2006 and has elected a calendar September 30, 2006 and

related
year.
as
of
unaudited
balance
sheet
the Company
statements
of
income
in
and changes
members
3,
interests for this offering
the period February

circular.
2006 through September
30, 2006 are
in
as
included produce
Appendix
The Company has agreed

interim financial investors
LLC Agreement
and
to
audited
annual financial
statements
and unaudited
statements
make
as or
to
such financial
first
statements
available
investors
prospective
upon request. The Companys

31, 2006.
annual audited
financial
statements
will
and
for
be
of
the year ended December
INDEX OF TERMS
in
An index
cover terms used
circular. this
offering circular
with specific
meanings appears
on
of
the inside back
of
this
offering
xi
to
of
its
at:
no
at
to
of
Return
WMIPC_500002117.00012
CONFIDENTIAL
OFFERING
in is
The
following
CIRCULAR
by
its
entirety
SUMMARY
the detailed information
summary
qualified
appearing
elsewhere
in
in
this
offering
circular,
particular,
the information under the headings
of
Description
the Trust SecuSeries L
of
rities,
Description
the Series 2006-
of
Company
Preferred
Securities,
Description
WMI
Preferred
Stock and
of
Description
the Depositary
Shares, which describe
the terms and conditions
of
the
securities
offered
hereby.
Introduction
The Fixed- to-Floating Rate Perpetual $ 100,000 per

Washington
for
security
(
Non- cumulative
Trust Securities,
liquidation
preference
each a
Trust Security,
and collectively
Trust Securities), financing
are being issued
in
II
Mutual Preferred Mutual Bank

its
Funding
Trust
( the
Trust)
transaction
that raises capital
an
Washington
WMB).
WMB
to of
of
is
indirect subsidiary
Washington
Mutual,
Inc.
WMI).
WMI
as
and
affiliates
are referred
herein
the
WMI
in
Group.
The
Trust will invest
the proceeds

Securities,
like
amount
of
Fixed- to-Floating
Rate Perpetual
security
( the
Non- cumulative
Preferred
Series 2006-
C,
liquidation
preference
$1,000 per Funding than
Series 2006-
Company Preferred company

( the
of
Securities),
Washington
will
Mutual
Preferred other
LLC, a Delaware the Series 2006payments through
limited liability
Company). The Trust Dividends
have no assets
Company Preferred
Securities.
paid and redemption and liquidation

will
made by
the Company on the Series 2006-
Company
pass
the Trust as distributions

material
on and redemption
and
liquidation interests
payments
on the
Trust Securities.
in
or
The Companys
assets originated
assets consist
direct
indirect
mortgages under The
or
of
mortgage- related
or
acquired
by WMB, as described
more
specifically
Company
II.
of
Business
the
the Company,
Company Assets
of
Asset
Trust
and
Asset Trust
in
The
Trust Securities
are being offered

Securities
reliance
upon Rule 144A under the
U. S.
Securities
Act
as
of
to
1933,
amended
( the
Act),
only
persons
who
are qualified
institutional
buyers
within
the meaning
of
144A under the

( each,
Securities
Act ( each, a
Qualified Institutional
Buyer)
and
2(
of
qualified
purchasers
Qualified
Purchaser) within the meaning
Section
a)(51)
of
the
as
U. S.
of
Investment
Company
are subject
Act
1940,
amended
( the
Investment
Company
Act).
Resales
of
a
the
to
Trust Securities
restrictions
as described
its
under Notice
to
Investors.
established
raise
core capital for

securities
2006- C
Company
In
Preferred
Securities
are the
third
series
preferred
be issued
aggregate
by
to
the Company.
March 2006
the
Company
issued:
of
$1,250,000,000 cumulative
liquidation
preference
its
Fixed- to- Floating Rate Perpetual
Non-
an
of
having
initial
annual dividend
rate
6.534%
( the
Series 2006- A Company Preferred Securities), which were sold Funding
to
Washington
Mutual
I,
Preferred
Trust
a Delaware
preference
I
statutory
trust
Trust
I),
which
in
turn
issued Non- cumulative
of
$1,250,000,000
Trust Securities
its
liquidation
(

investors;
to
the
Trust
Securities)
and
Fixed Rate Company Securities Preferred Securities the
of
its
of
an and
the Company WMB. The Series
indirect
subsidiary
to
WMB
as
facilitate
financing
transactions
that
$750,000,000
aggregate
liquidation
preference
Series
having
of
annual dividend
together Preferred with
rate
7.25% ( the
2006- B Company
Preferred
and,
the Series 2006-
Company
with that
Securities,
Outstanding
Company
Securities,
and together
the Series 2006- C Company Preferred

future date, the
(
Securities
any other Parity Equity Securities
may be issued on a
Company
I
Preferred
to
Securities),
which were sold
Washington
limited
Mutual Preferred
Funding
Cayman)
Ltd., turn
Cayman
in
ties,
Islands
exempted
company
by shares
WaMu
Cayman), which
in
issued
of
its
$750,000,000
liquidation
preference
7.25% Perpetual
Non- cumulative
Preferred
Securi-
two series ( the
WaMu Cayman
Securities),
to
investors.
by
Return
WMIPC_500002117.00013
CONFIDENTIAL
of
The terms
the Series 2006-
are substantially identical

rates,
to
C Company
the terms
of
the
Outstanding
Company Preferred
dates and prices.
Securities
except for the dividend
dividend
payment
dates and redemption
of
Under the Companys LLC Agreement,

create and issue additional
equity securities
the Companys Board ranking dividends

pari
Managers
has the power
passu with the Outstanding
Company
(
in
or
of
of
Preferred
Securities
terms
payment
on
of
liquidation
the Company
called
Parity
in
of
Equity Securities
the
LLC
Agreement) without
the consent
the holders
of
the Outstanding
so
as
Company
operations otherwise
Preferred test
(
Securities
long
the Company
an
satisfies
asset test and a funds from
the FFO Test) after giving effect
the
new
issuance
and the Company
is
to
not
in
in
of
of
breach
any
its
covenants
set forth
the
LLC Agreement. The Series 2006- C
be
Company Company
required
Preferred Preferred satisfy
Securities Securities.
will
Parity
Equity Securities the closing date
to
with respect
for this
the Outstanding the Company

will
on
Therefore,
Offering
the tests for issuance
the Series 2006- C Company Preferred Securities
as
to
of
Parity
be
to
will
Equity Securities the Series 2006-
with respect
the Outstanding
Company
Preferred
for
Securities.
See
Description
Company Preferred SecuritiesRanking

compliance
with
of
description
those tests and the
of
calculation
the Companys
those tests.
The
of
Office
Thrift
Supervision
together
with
any successor
Securities
regulator,
the OTS) has confirmed
to
WMB
that
the Series 2006will
Company Preferred
and the Outstanding
Company
regulatory capital
of
Preferred
Securities
constitute
core capital
WMB
of
under the OTSs applicable
regulations.
so
an
If
the
OTS
directs following
(
the occurrence Exchange)
Exchange
like
Event, each Trust Security
automatically
exchanged
( the
Conditional
for
amount
of
Fixed-to-Floating
Rate
of
Depositary Perpetual
Shares
Depositary
Shares) each representing Rate Preferred

Preferred
1000th
a share
of
1/
WMIs Series L
prefer-
as no
Non- cumulative per share
Fixed- to-Floating
( the Series
Stock,
par value and liquidation
ence $1,000,000
under
WMI
be
in
Stock),
described
below
the
this
I
summary
Securities
The
Offering Conditional Exchange.

Securities
will
Upon a Conditional Exchange,

exchanged, but
for
Trust
and the
WaMu Cayman
as to
exceptions)
also
automatically stock,
depositary shares terms ( with
of
representing different
certain
series
WMIs
preferred
having
substantially equivalent
dividends,
liquidation
preference
and redemption
preference
as
the Out-
by
standing
Company
Preferred
Securities
owned
Trust
WaMu
Cayman,
as
or
applicable.
in
of
This offering circular uses the term like amount
describing
the number
Series 2006interest
C
in
equal
in
Company
describing Conditional
of
Preferred
Securities
which a holder Shares

for
Trust Securities
has a beneficial
will
and
the number Exchange.
of
Depositary
like
which the Trust Securities
be exchanged
upon a
The term
amount means: Series 2006- C Company

interest,
when
describing
the number
in
of
Preferred
Securities
which a holder
Preferred
of
of
Trust Securities that
has a beneficial
g.,
the number
Series 2006- C Company
as
Securities the
has the same aggregate
liquidation
preference
to
the
Trust Securities Securities
which
reference
being
made
1,000 Series 2006$1,000,000 are a
Company
amount
Preferred
with
for
aggregate
liquidation
preference
liquidation
10
of
like
Trust Securities
an
of
having
aggregate
preference Depositary
$ 1,000,000);
and
when
describing
the number Exchange,
Shares for which Trust Securities Depositary
1/ be
of
will
exchanged 1000th
of
upon a
Conditional
a number L
Shares each representing
to an
in
of
interest
one share
Series
WMI
Preferred Stock having a liquidation

that
preference
of
the liquidation
preference
are being exchanged
e.
g.,
1,000
Depositary preference
liquidation
Shares representing Series L
WMI
Preferred Stock with
an
aggregate
liquidation
10
$1,000,000
are a
like
amount for
Trust Securities
having
an
of
aggregate
preference
of
$1,000,000).
of
of
The
Preferred
offering
the Trust Securities are referred
and the
related
issuance
the Series 2006-
Company
as
to
Securities
herein
the
Offering.
of
an
e.
is
be
of
to
Return
WMIPC_500002117.00014
CONFIDENTIAL
The
following
diagram outlines the relationship among WMI, Asset Trust Asset

II,
WMB,
University
Street,
the and
I,
Company, the
the holders
Trust,
Trust
the Outstanding
Company
Preferred
Securities
of
WMI
WMB
of
Series
2006- C
Preferred
Company
Option
ARM
2
Securities6
University Street
100% Common
Interest
Trust Securities
The
Series
Trust Investors
2006- C Proceeds
Company3
Company
Preferred Securities5
Asset
Trust
I
Asset
II
Trust
4) 3) 2) 1)
American
Capital, Inc.,
not
shown
is
New
here,
WMBs
direct
parent.
direct parent.
Marion
Holdings,
Inc.,
not
shown here,
is
University
Streets
Series 2006-
A and
by
2006-
B Company Preferred
Securities
held
Trust
and
WaMu Cayman,
will
respectively.
of
to
of
Transfer University
Option
ARMs
the
the
Company. A
portion
the
Option
ARMs
be transferred
to
by
by
WMB
WMB
Exchange
Loan
Contribution4
Conditional
Proceeds
Sale
of
University
Street
and then
by
to
Street
Company.
Preferred
Securities transferred
6) 5)
The Series 2006-
C Company
of
by
WMB
to
the
Trust.
of
Proceeds
the sale
Series 2006-
C Company
to
paid
WMB.
Return
WMIPC_500002117.00015
CONFIDENTIAL
The Trust
II is
Washington
Statutory Trust
Mutual Preferred
Funding
Trust
statutory trust
created under the Delaware
Act on December
4,
2006
for
the purposes set forth below under

will
The
Trust.
The
Series 2006Trust
Company Preferred
Securities
be the
of
only
assets
the Trust. Under the than the Trust Securities.
Agreement, the Trust
is
prohibited
from issuing any securities
other
U. S.
to
Subject
the limitations and assumptions described the Trust
under Certain
for
Federal Income income tax owners
Tax
as
be
Considerations,
will
treated
a grantor
for
trust
United States
federal
as
be
of
purposes,
with
the result that holders
Trust Securities
will
treated
beneficial tax
Series 2006-
Company Preferred
Securities
United States federal income
purposes.
The Company
Washington Mutual Preferred
for
Funding
LLC
is
a Delaware
limited liability
company formed on
Securities,
3,
of
February
the purpose
i)
2006
issuing
the Series 2006-
Company Preferred
Securities,
to
of of of as
Tax
with Street
which were sold
I,
Trust
the Series 2006-
Company
Preferred
which were sold
WaMu
as
Cayman,
other
Parity
Equity Securities
such
the Series
2006-
Company Preferred
securities
in
to
Securities
subject
the limitations described

Securities)
this offering
circular, Street,
the
Inc.,
common
an
to
Company ( the
Company Common
Street),
University
indirect
subsidiary
University
and
additional
ii)
(
Junior
Equity Securities
holding
subject
to
WMB
certain limitations
iii)
in
described
functions
this offering
circular,
acquiring
and
Eligible
Investments
and (
performing
necessary
or
incidental
thereto.
The Series 2006Company

Preferred
Company Preferred
Securities
will
rank pari passu with the Outstanding
as
to
Securities
dividends
and upon liquidation

will
of
the Company.
The terms
of
the has
to
Series 2006Outstanding
Company Preferred
Preferred
Securities
be
substantially identical
the terms
of
the dividends
to
Company
thereon,
Street
Securities
other
than with respect

prices.
the rate applicable
or
distributions
redemption
of
all
University
owns
the
will
Company Common
generate
net
Securities.
The
to
Eligible
Investments
by as by
for
by
to
the Company
from time
time
income
payment
(
the Company
for
to
will
the Trust
on
dividends the Trust
the Series 2006-
Company Preferred
Securities
and consequently
pass through
as
to
to
of
to of
distributions
the holders
the Trust Securities),
holders
other series Trust

I
as
of of
on
preferred
securities
the Company
distributions
such series ( including

Securities),
and
WaMu
as
Cayman
dividends
holders
the Outstanding
Company
Preferred
and
to
University
Street
on
the Company
Common
Securities.
U. S.
to
Subject
the limitations and assumptions described the Company intends
under Certain
(
Federal Income
Considerations, partnership
be
as
to
treated
a partnership
federal
other
than a publicly traded
taxable
as a
corporation)
for
United States
income tax purposes
and
receive
of
the opinion purposes,
Mayer, Brown,
will
Rowe & Maw LLP
to
the effect that, for United States federal income tax

taxable
the Company
not be treated as an association
as a
or
corporation
as a
traded partnership taxable as a corporation.
by
of
The Company
three
managed
a Board
Managers.
The Companys
of
is
Board
five
(
Managers an
of
publicly
to
the
owned
members, one
whom
not,
and has not been during the preceding

other
years,
officer
or
of
employee Manager).
WMI
any
of
affiliate
WMI,
than a financing
subsidiary
the
Independent
Conveyances
of
the Mortgage Loans

with
In
connection
the February 2006 offering
of
the Outstanding
Company
loans
Preferred
Securities,
of
conveyed
portfolio
for
first
lien,
closed-
end, fixed rate
home
of
equity
HELs)
to
WMB
the
in
Company
exchange
100%
of
the
Outstanding conveyed
Company Preferred a
portfolio
Securities.
Concurrently
such transfer by
for
WMB,
University
Street
HELs
by to
the Company
in
exchange
100%
of
the Company
Common
Securities.
The
portfolio
conveyed
WMB
and University
or
of
is
Return
WMIPC_500002117.00016
CONFIDENTIAL
the
Company consisted
in of
approximately $5,389,459,150
HELs
in
of
to
the aggregate.
for
The Company
I
of
it
conveyed
100%
the
HELs
to
that
received Class
Asset Trust
exchange
the Asset Trust
Class A
Trust Certificate
and the Asset

Securities
Trust I for
Trust Certificate.
I
WMB
of
then sold the Outstanding

respectively.
to
Company As
Preferred
cash
Trust
and
WaMu
Cayman,
of
1,
November
2006, the Companys
assets consisted
approximately $ 4,745,592,069
in
the aggregate,
held through Asset Trust
Asset Trust
I,
HELs
and $ 72,553,074
the
of
permitted investments
held
or
as
directly
held through
Preferred
I,
the case may be. Since
issuance
of
the Outstanding
in
Company
Street
Securities
March 2006, the Company has paid cash dividends
to
University
of
on the Company Common
Securities interest
$ 83,834,863. by
the
The Companys source and FFO
of
funds for those
of
dividends
has been payments

that
received
Company through Asset

for
Trust I
on
its
HELs.
The Company expects
these assets would satisfy the coverage
tests
described
under the
of
Description
the Series 2006-
C Company
Securities
Preferred Securities Ranking
issuance
as
Series 2006ing
Company Preferred
Securities.
Parity
Equity Securities
to
with respect
the Outstand-
Company Preferred
Contemporaneously with this Offering,
will
convey a portfolio
for
of of
WMB
payment option
the Series 2006Option
in
to
rate
mortgages
Option ARMs)
Securities
the Company
University
exchange
100%
to be
of
Company Company Company
Preferred
and
Street will contribute
a pool
ARMs
to to
of
adjustable
C
the the
as
of
capital
contribution.
The
portfolio
Option
ARMs
by
all
conveyed
by
WMB
of
will
will
consist
approximately $ 500,000,000
outstanding
principal University
amount
Option
ARMs
of
the aggregate,
and the portfolio
Option
ARMs
to
contributed
Street
the Company
consist
approximately
$2,399,877,211 outstanding
outstanding
principal
principal
amount
Option
Option
ARMs
to in
of
of
the Asset
of
aggregate.
The aggregate
balance
ARMs
contributed calculated
by
Trust
II
and
University
Street will
will
be approximately $2,899,877,211
as
of
the
that
it
November
14, 2006. The Company
convey
100%
Option
ARMs
owns
to
a newly
for ( the
in
II
formed trust
Asset Trust
and, together with Asset Trust
I,
the
Asset
Trusts)
exchange
in
II
interests
Asset
Asset Trust
represented
Asset Trust Certificate

certificate
( the Asset
Asset Trust
II
Trust
Class
II
A Trust
Certificate)
and a second
Trust
Class the
to
to
Trust Certificate),
which the Company
expects
transfer
WMB.
WMB
will
then
sell
Series 2006-
Company Preferred
Securities
for
cash
to
the Trust.
University
Street
It
University
Street,
Inc.
a Washington
corporation.
has elected
be
as
is
to
treated
real estate
II
by the Class
of
of
WMB
investment
trust for
United States federal income tax purposes.
University
Street will
hold
100%
(
of as
the
the
in
of
Company Common
Securities,
which represent
the
100%
the voting rights
the Company
below).
subject
of
of
the limited rights
holders
Company Preferred
Securities
described
Asset Trust
and Asset Trust

Mutual
II
Washington
Home
dated
Equity Trust
7, is
a Delaware
statutory trust existing Trust

I
under the Pooling
as
and
of
Servicing
Agreement,
March
2006
( the
Asset
Pooling and Servicing

Trust
Agreement),
Trustee,
among WMB,
Bank
as
servicer,
the Company,
Deutsche
Bank
National
(
Company,
Trust
I
and Deutsche
Trustee).
Trust
Company Delaware,
as
Delaware
trustee
the
Asset
to of
Delaware
The Asset
I
Trust I
Agreement
is
the governing mortgage
instrument investment
Asset Trust
I.
Asset Trust
for
has
made
as
an
be
to
election
treated
real estate
conduit
REMIC)
of of
by
of
of
The assets
Asset Trust
with
consist
the portfolio
HELs
conveyed
the Company
to
Asset
in
by
Trust I
connection
the issuance
the Company
the Outstanding
Securities
Company Preferred
by
by
of
Securities
and the
related
offerings
Trust
the Trust
and
WaMu Cayman
through Asset
or
Securities.
The HELs were
originated
acquired
by
primarily
As
of
branch
network.
November
1,
2006, the HELs held by the Company
through
its
WaMu Cayman
an aggregate
WMB
of
Trust
had
unpaid principal balance
of
approximately $4,745,592,069.
in
of
of
Return
WMIPC_500002117.00017
CONFIDENTIAL
be
2006-
OA1
Asset Trust
II)
will
a Delaware
to
WAMU
agreement, Deutsche
statutory trust
formed pursuant
trust
entered
into
before the closing date, between the Company,
as
or
be
on
to
depositor,
and
Trust
Delaware
trustee ( the
Asset Trust
II
Bank
Company Delaware, Agreement
as
Delaware
Trustee).
Servicing
relating
Asset Trust
servicer, Trust trust
Deutsche
Bank
Trust
Company
as
II
The Pooling and
among the Company, WMB,

trustee,
Delaware,
Delaware
and Deutsche
will
Bank National
restate also
Trustee ( the
Asset Trust
II
Company,
agreement
as
Agreement),
II.
as
the
be
to
of
and
will
the
governing
for
instrument
Asset Trust
Asset Trust
II
will
make an
as
be
to
election
treated
a REMIC
United States
Federal income tax purposes.

the portfolio
initial
assets
Asset Trust
II
The
will
consist
Option
ARMs
conveyed
II in
the Company
Asset Trust
connection
with this Offering.
The Option ARMs were

14, 2006, the Option
originated
of
between
into
July
31, 1997 and April 21, 2006.
November
ARMs
an
transferred
Asset
II
Trust
had
aggregate
of
approximately
$ 2,899,877,211.
WMI
to
With a history dating back 1889, Washington Mutual,
Inc.,
a Washington
its
is
corporation,
to
a
its its
WMB
retailer
financial
services
consumers
and
small
businesses. Based on
consolidated
assets
September
largest
30, 2006,
WMI
was the
largest thrift
thrift
holding
company
in
the United States and the seventh
U.
among
its
with
S.- based
bank and
holding
companies.
As
of
all
September
billion, total
30, 2006,
liabilities
WMI,
of
together
subsidiaries,
billion
had
its
total
assets
approximately
$348.9
approximately $ 322.4
and
total
stockholders
equity
approximately $ 26.5 deposits
billion.
September
30, 2006,
stock
WMI
is
and
subsidiaries also
had
of
total
approximately
$210.9
of of
As
of
billion.
WMIs common
business telephone
offices
on
listed
the
New
at
York Stock Exchange
under the symbol Washington
WM. The
principal
of
WMI
is
are located
1301 Second Avenue,
Seattle,
98101 and
number
206- 461- 2000.
WMB
Washington Mutual Bank
is
a federally chartered
savings
association,
chartered
and operating
under the United States banking,
Home
Owners
Loan Act
of
1933,
amended.
federally
WMB
by
engages
in
as
mortgage
consumer
banking
and small business
banking.
As a
chartered
association,
WMB
loans.
to
has the authority

real estate,
make
of
various
types
loans,
including
loans secured
homes and commercial
secured and unsecured savings

association,
consumer
loans,
and secured
regulation subsidiary
and unsecured commercial
As a
to
is
federal
WMB
subject
and examination
by
the OTS,
an
primary regulator.
indirect,
wholly-owned
of
is
WMB
WMI.
on
to
of
be by
to
As
by
be
of
of
of
to
Return
WMIPC_500002117.00018
CONFIDENTIAL
The Offering
Issuer . .
.
. . . .
. . . .
As
to

II,
Washington
trust.
Mutual Preferred
Fund-
ing Trust
a Delaware
statutory
to
As
the Series 2006- C Company Mutual Preferred company.
Preferred
Securities, lim-
Washington
ited liability
Funding
LLC, a Delaware
to
As
the Series L
WMI
Preferred
Stock
which
will
be
repre-
sented
Depositary
Shares)
for
by
be
will
exchanged
upon the occurrence

Mutual,
Inc.,
of
Conditional
Exchange,
corporation.
Washington
a Washington
Offered Securities
. .
Fixedties, rity
to-
Floating
Rate Perpetual
Non- cumulative
Trust Securi-
Series 2006-
C,
liquidation
preference
$100,000
per secu-
in
and $ 500,000,000
the aggregate,
issued
by
the Trust.
Dividends
. .
. . . .
Dividends
ties will
on the Series 2006- C Company Preferred
Securi-
be passed through by the
as
Trust
distributions
on the
Trust Securities
on each date on which the Company pays on

the
the Trust dividends
Series 2006-
Company
equal
Preferred
in
Securities,
an amount per
received
to
Trust Security
the
by
of
amount
Series
tional
dividends
the Trust on a
Securities
(
like
amount
2006-
Company Preferred
including
Addi-
if
Amounts,
any).
of
For purposes
this offering
circular,
its
we
refer
to
distributions Divi-
by
payable
the Company on
securities
as
dividends.
dends on the Series 2006- C Company Preferred are payable as follows:
Securities
on
Dividend
Rate.
Dividends
will
the Series 2006-
Company
an
accrue
15,
annual rate equal
3-
6.665%
plus
until
December
2016 and December

applied
month
USD
LIBOR
for
1.7925% commencing
Period thereafter,
15, 2016 and

the liquidation
Dividend
to
prefer-
ence
of
$ 1,000 per Company Preferred
Security.
Dividend
If
Payment Dates.
Managers,
the
by
declared
the Companys Dates

will
Board
Dividend Payment
be for
of
the March 15,
Series 2006-
Company Preferred
Securities
15
15
June 15, September mencing

ness Day
and December
of
each year comBusi-
if on
March 15, 2007,

any such day
in
or
each case the next

Day.
is
not a Business
etc.
Declaration Series 2006-
of
Dividends,
Dividends
Securities
on the
if,
Company Preferred
Board
when and as
by
of
declared
available applied Security
the Companys
Managers out
applicable
of
legally rate
be
funds,
will
payable
at
the
dividend
to
the liquidation
preference
per Company
basis
Preferred
accruing
will
from Decem-
ber 13, 2006. Any such dividends
be
to
distributed
holders
Series 2006-
Company
in
of
Preferred
Securities
the manner
of
described
Preferred
under
Description
the Series 2006-
Company
Securities Dividends.
to
each
at
of
to
Return
WMIPC_500002117.00019
CONFIDENTIAL
on
Non- cumulative Company

ingly,
Dividends.
Securities
Dividends
the Series 2006Accord-
Preferred
are not cumulative.
pany
if
dividends
are not declared

for
on
the Series 2006-
C Comto
Preferred
Securities
payment on any Dividend

will
Payment Date, then any accrued dividends
cease
be
will
not
payable.
Managers
has not declared

for
a dividend before the Dividend

Period,
Payment Date
If
accrue and
the Companys
Board
any Dividend
the Company
will
no
to
obligation
pay dividends
accrued for such Dividend

for that
Period after the Dividend
Payment Date
Dividend
or
on
Period,
whether
not dividends
the Series 2006-
C ComSecuri-
or
pany
ties
Preferred
Securities
the Company
Common
are declared
for
any future Dividend
Period.
Redemption/ Replacement Covenant.

. .
.
Capital
.
. .
. . . .
General. Series
On
each day on which the Company redeems
2006-
C C C
Company Preferred
Securities,
the Trust
will
it
apply the redemption Series 2006-
proceeds
receives
on the
Company Preferred
to
Securities
redeem a
of
have
like
of
amount
Series below.
Trust Securities.
The redemption
provisions
of of
of:
(
the
2006-
Company Preferred
Securities
are described
in
to
of
Subject
limiting
a covenant
its
to of
favor
certain
WMIs debtholders
purchase
WMIs and
subsidiaries right
or
redeem the Series 2006- C Company Preferred

the Trust Securities paragraph,
prior
(
Securities
among
to
others)
described
in
as
the next
and
subject
the Company having

for
received the
of
approval 2006its
the
OTS
any proposed
redemption
Series
Company Preferred redeem

the
Securities,
the Company
at
may,
ferred
option,
Series 2006-
Company Pre-
Securities:
to in
in
on
whole
but
not
part,
any Dividend
Payment Date
prior
the Dividend
Payment Date
in
December
2016 upon the
occurrence
a Tax Event,
an
of
Investment
Company Act
Event, a Rating Agency Event
or
a Regulatory Capital
to
at
Event,
greater
price
equal
i)
a cash redemption
the
sum
values
A)
of:
$ 1,000 per Series 2006-
Company Pre-
B)
or
of
ferred Security,
the
sum
the present
Preferred
$1,000 per Series 2006-
Company
Security,
of
dis-
counted from the Dividend
Payment Date
in
December
2016
to
of
the redemption dividends
date, for
and the present values
all
unde-
clared tion
each Dividend
Period from the redemp-
date
and
including
the Dividend
Payment Date
December
2016, discounted
from their applicable
Dividend
Payment Dates
on
to
the redemption
date
quarterly basis,
in
each case
( assuming
a 360- day year consisting
of
twelve
as
by
(
in
any any
to
30- day months) Independent declared
the Treasury Rate,
calculated
to
the redemption
date;
to in
in
whole
but
not
part,
on any Dividend Payment Date
ii)
Investment
Banker, plus 0.50%; plus
the Dividend
Payment Date
in
December
2016
for
of
reason other than the occurrence
a Tax Event,
an
an
prior
at
or
the
Return
WMIPC_500002117.00020
CONFIDENTIAL
Investment
Company Act Event, a Rating Agency Event

Capital
a Regulatory
Event,
at
a cash redemption
price
equal 2006-
i)
the
sum
of
A)
of:
of
to
the greater
$ 1,000 per Series
B)
or
Company Preferred
Security,
the
sum
of in as is is an
the
the
present value
$ 1,000 per Series 2006- C Company

from the Dividend
Pre-
ferred Security,
discounted
Payment Date
in
December
2016
to
the redemption date, and the present dividends

for
of
values
all
undeclared
the Dividend
Periods Pay-
to
from the redemption
date
and
including
the Dividend from

their
ment Date
ble
in
December
2016, discounted
applica-
Dividend
Payment Dates
to
the
redemption
date,
each
on
case
quarterly basis ( assuming
a 360- day year consistRate,

calcu-
of
ing
twelve 30- day months)
at
the Treasury
by
an
lated plus date;

(
Independent
Investment
Banker, plus 0.35%;
in
ii)
any declared
but unpaid dividends
to
the redemption
in
on
whole
but
not
part,
any Dividend
Payment Date 2016

that
after
the
Dividend Payment
in
Date
December
not a
Ten- Year Date, upon the occurrence Investment
of
a Tax Event,

Capital
a Regulatory
Event,
at
a cash redemption
price
to
equal
$1,000 per Series 2006- C

plus
Company
Preferred
Security,
any declared
redemption date;
in
in
or
to
whole
part,
each Dividend Payment Date
that
at
a Ten- Year
Date,
a cash redemption
Security, plus
of
price
$ 1,000 per
Company Preferred
any declared and unpaid
to
dividends
the redemption date; and
in
in
whole
but
not
part,
after
the
Dividend Payment
in
Date
December
2016
that
not a
of
for
is
a
Ten- Year Date for any reason other
on
than the occurrence
an
Tax Event,
Investment
Company Act Event, a Rating
or
Agency Event
a Regulatory Capital Event,
at
a cash
of
redemption price equal
the
i)
sum
the greater
A)
$ 1,000 per Series 2006- C Company Preferred
Security,
B)
or
of
the
sum
the present value

Preferred
of
$1,000 per discounted the redemption dividends
Series 2006- C Company from the next succeeding

date, the
Security,
Ten- Year Date
of
all
undeclared date
to
to
Dividend Periods from the redemption the next succeeding

applicable
and
including
Ten- Year
Date,
discounted
from
their
Dividend
Payment Dates
to
the
(
in
redemption date,
ing the
each case on a quarterly basis
of
of
assumcalculatcalcuii)
to
a 360- day year
consisting
twelve 30-day months)
3-
month
USD
LIBOR Rate
to
applicable
the Dividend date ( which
Period immediately preceding
such redemption
also, for rate
3-
month
USD
LIBOR Rate
price,
will
purposes
ing the
such redemption
be the
used
in
calculating
amount by
for
each such undeclared Investment
dividend),
as
an
lated
Independent
Banker;
of
plus (
any
declared
to
the
redemption
date,
at
or
or
Return
WMIPC_500002117.00021
CONFIDENTIAL
in
each
case,
without
accumulation Dividend
of
any undeclared
prior
divi-
to
dends with respect redemption

date.
Payment Dates
to
the
Ten- Year Date means the Dividend

e.,
Payment Date
December
2016 and the Dividend Payment Date

succeeding year
in
December
of
i.
each
tenth
December
2026,
December See
2036, etc.)
of
Description
Series 2006-
Company
Preferred
in
Securi-
ties Redemption.
or
or
At
Restriction
initial
on Redemption
of
Capital
Purchases.
prior into
issuance
the Trust Securities, Covenant
WMI
on
will
enter
Replacement
as
described
under
Descrip-
tion
the Trust SecuritiesRestriction
Redemption
In
Purchases.
the Replacement
Capital
Covenant,
that,
WMI
if or
will
in
covenant
favor
certain
debtholders
WMI
or
into
of
of
its
or
a only
price dur-
of
or
subsidiary
purchases
redeems any
Trust Securities
Series
ditional
2006-
Company Preferred
Depositary
or,
Securities
after
a Con-
or
Exchange,
Shares
its
related
Series L
WMI
is if
and
Preferred
Stock), that
WMI
the
subsidiaries will
do
the extent
total
redemption
or
to
purchase
to
or
equal
less
than designated
percentages
of
the net
or
cash proceeds
ing
that
WMI
to
its
subsidiaries
have received
the 180 days prior
such redemption
or
purchase
or
of
the issuance
other
securities
combinations under
of
securities
so
will
or
from
having the characteristics

Trust
described
Description
of
the
SecuritiesRestriction entered
into
Redemption
capital
or
on
Purchases.
WMI
similar
replacement
covenant
of
connection
Preferred
with
the issuance
the Outstanding
Company
in
Securities
March 2006.
Ranking.
. . .
. . . .
Trust Securities.
rities
The
be
Trust Securities
will
the only secu-
issued by the Trust. The Amended
and Restated
Agreement)
pro-
Trust
Agreement
of
the
Trust
the
Trust
vide that
the Trust
will
not issue any other securities. Preferred Securities.

Securities
will
Series 2006- C Series 2006-
Company
The
rank pari
Company Preferred
Company Preferred
Securities
to
and
senior
the Company
Common
of
Securities
and any
other
in
Junior
Equity Securities
terms
dividends
and
liquidation
payments. During a Dividend

Period,
the Company
may
not declare
on
of
pay any dividends than dividends
any
its
Junior
Equity Securities
other
in
of
payable
Junior
Equity Securities ranking
the same
or
or
class
series
Junior
Equity Securities
junior
or
or
that class
series,
purchase,
redeem
or
otherwise
acquire
or
for consideration,
rities ( other
directly
indirectly,
any Junior Equity Secu-
of
than as a result
of
reclassification
Junior
Equity
or
Securities
for
into other
Junior Junior
Equity Securities, Equity Securities

for
or
or
exchange
other
conversion
for
Junior
Equity Securities), unless dividends

all
such Divi-
dend Period on
Company
Preferred
Securities
then
10
or
of
to
or
in
to
a
the
Return
WMIPC_500002117.00022
CONFIDENTIAL
in
outstanding
have been declared
and paid
or
full,
declared
as
and
set
aside for payment,
the case
may
be.
The Company may

from time Series
issue additional the
Parity Equity
Securities
of
time without
consent
the holders
of
to
the
that
2006-
Company Preferred
Securities,
provided
to
i)
after giving
effect
such issuance, the pro forma net book

assets
of of
value
sition
the Companys any
to
( after
giving with
effect
the acqui-
in
New
Assets
connection
will
the issuance
such Parity Equity Securities)
equal
or
exceed 1.5 times
of
the
sum
of
the aggregate
Securities that
liquidation
preference
the Com-
pany
ity
Preferred
then outstanding
and any such Par-
Equity Securities
after giving effect
the Company proposes
to
issue,
to
ii)
such issuance,
operations,
the Companys
pro the four
forma funds from continuing

fiscal
or
FFO,
for
quarters beginning
Equity Securities that
with
the
in
fiscal
quarter
which such
( calculated
to
Parity
are proposed
be issued
Equity
A)
assuming
such proposed
Parity
Securities
( including
if
issued and
Parity
that,
any
Parity that
Equity Securities
the
Equity Securities
to
issue)
divi-
bear dividends
based
not
on
a floating rate, the applicable

fiscal
dend
rate will
change during such four
quarters from
in
the rate
effect for
on the
applicable
date
of
determination,
B)
assuming
each Option
that
ARM
or
directly
indirectly
owned
by the Company
monthly payment
the interest rate and the minimum mortgage note

will
in
the applicable
four
not
change during such
quarters from the interest rate and
in
on
of
are the
the the
minimum monthly payment
effect
the
applicable
date
C)
as
to
determination,
and (
adjusted
reflect
any
New
be
Assets)
required
or
equals
exceeds
150%
of
the amount that would
on
to
pay
full
annual dividends
preferred
securities Equity
iii)
Company then outstanding

ties that
and any such
Parity
the Company not otherwise
of to
proposes
issue
and
its
the Comset
in is
in
pany
forth
breach
any
of
covenants
the
LLC
Agreement.
The Series 2006-
Company
with
Preferred
Securities
are Parity Equity Securities
respect
to
the
Outstanding
satisfies
Company Preferred
Securities,
and the
Company
Series
the tests for the issuance

Securities
of
the
Parity
2006-
C C
Company Preferred
as
of
Securities.
See
Description
the Series 2006-
Series
2006-
Company Preferred SecuritiesRanking.
in
In
the Exchange
Agreement,
WMI
that,
will
covenant
favor
(
of
holders
if
full
dividends
Preferred
Securities
ii)
Series 2006-
Company
to,
or
the
Trust Securities dividends
are not paid, then
WMI
will
not declare
or
i)
on
of
of
all
Securi-
Equity
pay any
or
with respect
redeem, purchase
during
or
acquire,
of
its
equity capital Period,
securities
the next succeeding

with
Divi-
dend
in
except dividends
connection
sharehold-
in
or
plans.
WMI
an
the
entered into a similar exchange agreement

equivalent
if
ers rights
plan,
any,
dividends
connection
with benefits that
included
covenant
in
connection
Preferred
with
the issu-
of
ance
Outstanding
Company
Securities.
11
of
Return
WMIPC_500002117.00023
CONFIDENTIAL
so
If
Conditional
Exchange
the
OTS
an
of
directs following
will
the occurrence
Exchange
for
be
automatically
exchanged
like
amount
of
Depositary
Shares, with each Depositary
of
of
1/
Share representing Perpetual Stock

( the
1000th
a share
WMIs Series L
Rate Preferred
Non- cumulative
Fixed-to-Floating
Depositary
Shares).
i)
Exchange
Event means
WMB
becoming
undercapital-
ized
under the OTSs being placed
prompt corrective conservatorship
action
regulations,
or
ii)
WMB
into
receivership
iii)
the OTS,
sole discretion,
directing
such exchange
anticipation
WMB
becoming
in
of
undercapitalized that limits the
the near
or
term
taking
supervisory
applicable,
action
payment
dividends, with, directs
by WMB, and
in
as
connection
there-
such exchange.
The Series L
equivalent
WMI
Preferred
Stock
will
have
substantially
as
to
terms
dividends,
redemption
and
liquidation
as
preference
ties,
the Series 2006-
except
of i)
that:
the
C Company Preferred SecuriSeries L WMI Preferred Stock will not

including
Description
have the benefit

additional taxes
the covenants, under
with respect
described
of
the
Series
2006-
Company Preferred SecuritiesVoting Rights
or
Investment the
iii)
(
Company Act Event
or
of
an
Tax Event
ii)
and Covenants
Additional
Amounts;
the occurrence
will
not
of
affect
ability
WMI
to
redeem the Series L WMI
Preferred
Stock;
Additional
Amounts
be
will
not
payable with respect
to
the
Preferred Stock; and (
if
Series L declare
WMI
WMI
fails
pay,
and set aside for payment,

Preferred
full
dividends
the Series L
for six
WMI
Stock
or
other
Voting Parity Stock
Dividend
will
Periods,
the authorized
two,
number
of
WMIs
directors
increase
by
and
of
the holders
Series L
WMI
other
Preferred
Stock, voting together
of
with the holders
any
of
equity capital including
securities
WMI
having
similar voting
rights,
WMIs Series
Perpetual
Non- cumulative Non- cumu-
Fixed Rate Preferred Stock and Series J Perpetual

lative
Stock
Trust
I
issuable Securities
upon
an
Exchange
in
for
to or
Event
exchange
the
WaMu Cayman
elect
as
Securities,
applicable,
will
have the right
two direc-
in
of to
in
tors
addition
the directors then

shareholders.
at
office
the next
annual meeting
in
in
WMI
ferred ferred
will
covenant
the Exchange
that
Agreement
of
favor
it
holders
of

that
will
not issue any pre-
to
stock
would rank senior

its
the Series L
WMI
Pre-
of
Stock upon Stock

will,
issuance.
Each share
Series L
WMI
Preferred with
upon issuance, rank
at
least pari
passu
outstanding.
Voting Rights and Certain
as
of
if
the most senior preferred stock
of
WMI,
any,
then
Covenants
. .
. . . . .
Except
set forth below, the holders

will
the Series 2006-
Company
not have voting rights.
12
on to
the
or
iv)
to
of
in or
in
its
Return
WMIPC_500002117.00024
CONFIDENTIAL
The LLC Agreement
will
provide that, except with the consent
or
of
of
at
of be
but the
affirmative
vote
the
holders
least
two- thirds
voting
of
the series
Company Preferred
Securities, not:
together
as
a single class, the Company
will
or
effect
consolidation,
entity
merger
share exchange
controlled by,
with
or
be
all
into
another
other
than
or of
an
entity
under
common
control
with,
WMI;
of
issue
any equity securities
the Company
ranking
senior payments
of to
the Company Preferred
in
Securities
respect
or
on
to
dividends
liquidation
Securities
Senior Equity Securities);

for
incur
any indebtedness
borrowed
money;
Equity Securities
fiscal
on
pay dividends
the Companys
Junior
unless the Companys
or
of
equals
required
exceeds
FFO 150%
for
the four prior
quarters
on
to
of of to
the
all
pay
full
annual dividends
series
Com-
pany Preferred Securities
then outstanding;
of
to
fail
invest
the proceeds
the Companys assets such
that
the Companys
FFO
over any period
of
four fiscal
quar-
or
ters will required
equal
exceed
150%
of
the amount that would be
to
on
all
pay
full
annual dividends
series
Com-
then outstanding;
issue
any additional
Company Common
an of
affiliate
to
the
Securities
any
person other than
WMI;
or
amend
otherwise
change the terms
of
any Asset Docuthe Trust
in
mentation
a manner
is
that
materially
adverse
or
or
the holders
of
to
any other entity

( including
of
holding Trust
I
a series and
Company Cayman, a
Preferred
Securities
or
WaMu
to of
Trust Holder) provided, only
the hold-
of
ers
that Trust Holders
securities; affects
however, that,
Trust
or if
any amendment
or
change
one
Holder
of
the holders
one
will
Trust Holders
securities,
the amendhold-
ment
at or
change
least
require only
the class vote
of
of
of
ers
two- thirds
the series Holder
Company
Preferred
by
Securities
held
that Trust with
( voting
separately
and
as
amendment
affects class
or
change
affects
more than one
class
will
them
differently,
then the amendment
if
not
single
class
any other class) and,
require
of
of as
vote
each affected
voting
class
Company Preferred
Securities,
each
cause
separately;
or
remove
to
be removed,
applicable,
Washington
or
Mutual from the Companys
the Trusts
name name
to
of or at
of
name
nys,
any other Trust Holder unless the
WMI
to
changes and the Company makes a change
the Compa-
or
the Trusts,
with
such other Trust Holders
name
consistent
the
new group name; provided,

affects only
however,
the
if
that, will
any change
one
Trust Holder,
change two-
of
require only
the class vote
the holders
of
least
of
of
thirds
the series
Company
Preferred
Securities
held by
13
Return
WMIPC_500002117.00025
CONFIDENTIAL
that Trust with
Holder
( voting
separately and not
as
a single class
any
other class);
or
to
take the
any action
fail
take
any action that would cause
Company
fail
be
as
to
to
treated
partnership
( other
than a publicly traded partnership taxable as a corporation)

for
United States federal income tax purposes;
in
engage
or
U. S.
trade
business
for
United States federal
income tax purposes;
to
fail
hold only assets that qualify under the Code
for
the portfolio interest exempt from
exemption
or
are otherwise
taxes;
gross basis United States withholding
to
fail
manage
affairs
such that income with respect

unrelated
the
Trust Securities
does not constitute
business
taxable
income for United States
federal
income tax
purposes;
be
take
any action that could reasonably
expected
to of of of at
cause
an
a Tax Event,
Investment

occur;
or
Agency Event
a Regulatory Capital Event
amend manner
certificate
formation
LLC Agreement
affects
in
or
of
its
that materially
and adversely
Preferred
the terms
provided, class
of
any series
ever, that,
Company
Securities; only
howComonly
if
any amendment
affects
one
pany Preferred Securities,
the
amendment
will
require
of
the
class
vote
the holders
of
at
least
two- thirds
Securities class
the
that
of
applicable
series
Company Preferred and not as a amendment

differently,
class ( voting separately other class) class
single
with
any
if
and,
the
affects
more than one

will
but affects
them
then the amendment
of
of
require
a class vote
each affected
voting
class
Company Pre-
ferred Securities,
each
separately.
will
In
addition,
the
all
LLC Agreement
the Managers,
will
provide
that,
without
the
of
consent Manager,
of
including
the Independent
the Company
not:
terminate,
amend
or
or
otherwise
change any Asset
Documentation;
effect the
or
consolidation,
merger
that
share exchange
( excluding
Conditional
Exchange)
to
is
not tax- free Securities,
the holders
of
of
any series
Company Preferred
and the was approved
related
trust securities,
unless the transaction
by
or
of
the consent
affirmative
vote
the holders
Preferred
of
least
of
of
all
two- thirds voting
the series
Company
Securities,
together
as
a single class.
will
In
addition,
fails
provide series
that
to
pany
pay
full
dividends
on any
of
Company
ii)
i)
if
the LLC Agreement
the ComPre-
ferred Securities
on any Dividend Payment
Date, (
the Trust
by
to
fails
pass through
full
dividends Preferred
paid
the Company
on the
to
of of of
Series 2006-
Company
Securities
the holders
or
the Trust Securities through

full
any other Trust Holder
to
fails
pass
by
dividends
paid
the Company
on
the series
14
or
a
to
to
its
Return
WMIPC_500002117.00026
CONFIDENTIAL
by
Company
Preferred
Securities
held
iii)
that Trust
Holder
on
a
the
any the
Dividend Payment Date,
or
a Bankruptcy
Event
occurs,
of
of
all
holders
the series
Company
Preferred
Securities,
vot-
as
by
ing together
a single class,
majority vote,
are entitled
or
remove the
initial
any succeeding
Independent
Manager and
by
fill
the
vacancy created
such removal
or
to
any other Manager.
in
vacancy existing
the office
of
the Independent
will
of
Each holder
Trust Securities
have the
to
right
direct
the
as
Property Trustee acting for the Trust, Series 2006-
of
holder
the
Company Preferred
Securities,
as
to
the exer-
of
cise
the voting rights described
above
pertaining
to
like
of
amount
resented
Series
its
2006-
Company
Preferred
Securities
rep-
to by
bal-
by
respective
Trust Securities.
See
Description
the Trust SecuritiesVoting Rights.
or
Additional
Amounts
the Company Taxes

will
the Trust a result
of is
required
withhold
or
to
If
pay any
as
an
Additional
Additional
Tax Event, the
as
Company Company
required
Preferred
pay
additional
amounts on the Series 2006such amounts
as
Preferred
Securities
will
be
so
that
dividends and/
on the Series 2006-
Company
or
Securities
the amounts passed through
as
on
the Trust reduced
applicable,
will
not
as
of
a result
any such Additional
Taxes. See
Securi-
of
Description
the Series 2006-
Company Preferred
are
ties Additional Amounts.

for
If
exchanged
tional
Series L
WMI
Preferred
Stock upon a Condi-
be
Exchange,
WMI
will
not
to
obligated
pay Additional
on
Amounts
Assets and Asset Trusts
. .
.
the Series L
WMI
Preferred Stock.
of
The assets
Trust
I
the Company currently

Certificate
of
consist
the Asset
Class
A Trust
Asset
representing the Companys
in
interest
Asset Trust
I,
along with certain other Permitted
is
Investments.
Trust
statutory
trust
formed under
I
of
of
the laws
the State
Delaware.
Asset Trust
was
originally
to
formed pursuant
a trust agreement
between the Company, Company Delaware,

I
as as
depositor,
and Deutsche Bank

trustee.
Trust
I
Delaware
The Asset
Trust
Agreement
among WMB,
Trustee, Trust
as
Asset Trust
Servicer, Trust
the
Com-
as
pany,
depositor,
I
Deutsche
Bank National Bank
Company, Company
as
Asset Trust
and Deutsche
I
Trust
Delaware,
trust Trust
as
Asset and
I
Delaware
Trustee, restated
agreement
now the governing
instrument
for
election
of
is
I.
Asset Trust
federal
has
made a REMIC
United
States
income tax purposes.
of
The
(
initial
assets
Asset Trust
consisted
of
a portfolio
after related
including
payments thereon received from and
1,
of
February
originated
2006)
56,090
HELs and
certain
assets
or
acquired
by
between September
1,
WMB
of
2001
and September
30, 2005. As
January 31, 2006, those balance
an
HELs had
aggregate
unpaid principal
of
approxi-
of
mately $5,389,459,150.
As had
November
aggregate
1,
2006 the HELs
owned by Asset ance

are
an
Trust I
unpaid principal
of
approximately $ 4,745,592,069.
for
These loans
typically
made
reasons such as
home
purchases,
home
15
be
Asset
of
Return
WMIPC_500002117.00027
CONFIDENTIAL
improvements,
furniture
and
fixtures
purchases,
purchases
first lien,
automobiles and debt consolidation.

closed-
The HELs are
end
fixed rate
fully-
home
equity
loans and are generally
on
repaid
amortizing basis. with this Offering,
Contemporaneously
WMB
in
will
convey a
for
of
portfolio
Option
ARMs
to
the Company
exchange
100%
and
of
the Series 2006-
Company Preferred
Securities
of
University
a pool The
Option
ARMs
of
the Company
as
capital
contribution.
will
portfolio
Option
ARMs
in
conveyed
the Company
of of
to
consist
approximately Option
$ 2,899,877,211
the aggregate
outstanding
principal
amount
ARMs
will
as
of
November
14, 2006. The Company
of
in
it
convey
the Option
that
Asset
Trust
exchange
for
the Asset Trust
II
Class
A Trust
Certificate
and
a second
certificate,
which the Company then

sell
expects
to
transfer
to
WMB.
WMB
will
the Series 2006the Trust. the
C Company
Pre-
ferred
Securities
for
cash
to
Unless the context requires otherwise, Asset Trust are referred

I
HELs owned
Asset Trust
in
as
to
this Offering
Circular collectively
the
Mortgage
Loans.
to
From time
ble
time,
the Company below. not be
may
acquire
additional
Eligi-
Assets,
as
described
Listing
. . . .
. . . .
The
Trust Securities
will
listed
on any
securities
exchange
or
automated
dealer quotation
system.
of
of
Use
Proceeds
. . .
The
ties
Trust will
use the proceeds
the sale
of
the Trust Securi-
to
of
purchase
like
amount
Series 2006-
Company
will
Preferred
Securities
from
for
WMB,
which the Company
issue
to
of
exchange
the conveyance
portfolio
will
Option
ARMs
to
the
Company. The WMI Group
use the
of
proceeds
ferred
from the sale
the Series 2006- C

for
Company Prepurposes,
stock.
to
Securities
the Trust
general corporate
of
which may include the repurchase Ratings
WMIs
common
. . . .
. . . . .
The
be
to
Trust Securities
are expected
assigned upon issuRating Services, a
ance ratings
BBB
by
of
Standard
Hill
&
Poors
of
Division
The McGrawInvestors
Companies,
Inc.
S&P),
Baa2
by
of
WMB
in
Moodys
Service,
Inc. not
Moodys)
and A
Fitch, Inc.
Fitch).
A
at
rating
a recommendation
to
is
buy,
or
by be
sell
hold securities withdrawal

Risk
and may any time
to
subject
revision,
suspen-
or
sion
tion.
the assigning rating organizarating
See
Factors Rating Agencies may change

including
their
methodologies, Tax Consequences
views
will
on
notching
practices.
It is
anticipated
that
the Trust
be
as
treated
a grantor trust
Accordingly,
for
each holder
directly
as if it
be
of
a Trust Security
will
treated
owned
allo-
the Series 2006-
Company
Preferred
Securities
to
cable
such
Trust Security.
The Company a
publicly
as
to
intends
qualify
a partnership
other
than
traded partnership taxable
as
a corporation)
for
16
by
II
and the Option ARMs owned
by
by
II
100%
ARMs
owns
to
to
of
Return
WMIPC_500002117.00028
CONFIDENTIAL
United States Series

Trust ship.
federal
income tax purposes,
and thus, the held
2006-
Company Preferred
by on
Securities
the
are intended
in
to
constitute
equity interests
a partner-
it
As a
partnership,
the Company intends that
will
not be
to
subject
tax. Instead,
each
its
be
of
holder
Trust Security federal
will
required
to
report
United States income,

that
income tax return deductions
share
of
its
the
gains, losses,
and
of
credits
the Company
received
any cash distributions.
See
U. S.
Certain
Federal Income
Tax Considerations
United States
Federal Income
Tax Consequences.
if
are allocable
to
the Trust, even
such holder has not
by
or
be
ERISA Considerations .
No
Trust Security
may
purchased
for
to
transferred
any
an
Benefit eral
Plan Investor,
except
insurance
company genthat,
account
that represents,
warrants
and covenants
B)of A) it is
it
the time
of
acquisition
(
and throughout
the period
holds the
securities,
eligible for
and meets the requirements Transaction the assets Class Exemp-
Department
tion
Labor Prohibited
of
95-60,
less
than
25%
of
such general Plan Investor
or
of
account
are
represent)
assets
Benefit
C) it is
and
not a person who has discretionary authority respect the assets the Trust
or
to
of
control
with
any person
who provides investment
advice for a fee
( direct
or
indirect)
or
to
with
respect
such
f)(
of
assets,
any
affiliate
such a person
and would not otherwise 2510.3- 101(

Governing
1).
excluded
under 29
Law
. . . .
The
Trust
Agreement, the Trust Securities,
the LLC AgreeSecurities with,
ment and the Series 2006- C Company Preferred

will
governed
the State
by,
and construed
Delaware.
in
be
accordance
C. F. R.
be
the
of
of
laws Stock
The Series L
WMI
Preferred
with
will
governed
and construed
in
by
be
accordance
of
of
the laws
the State
by,
Washington.
The Depositary
Shares the
will
governed
the State
and construed
in
be
accordance
with,
of
of
laws
New
York.
CUSIP
ISIN
.
. . . .
. . . .
. . . .
. .
93935J AA 1 US93935JAA16
. . . .
. . . .
17
or
of
at
Return
WMIPC_500002117.00029
CONFIDENTIAL
RISK FACTORS
Purchasers should carefully consider the following risk factors
in
conjunction
with
the other
in
information
contained
circular,
this
offering circular,
as
well
as
is
information
that
incorporated
by reference
in
this
offering
before purchasing
any Trust Securities,
the financial entitlements
of
which
will
to
of
of
be
those
like
amount
Series 2006-
Company
Preferred
Securities
and
in
which are conditionally

Preferred Stock.
exchangeable
into
Depositary
Shares representing
interests
Series L
WMI
to
of
Risks Relating
Securities
the Terms
and the Series 2006- C Company Preferred
of
the Series 2006-
C Company
to
Preferred Securities.
if
Holders
Trust Securities
will
receive distributions only
the
Company pays
dividends
on
Amounts
available
the Trust for payment
on the
Trust Securities
will
be
to
limited
dividends
by
of
received
If
the Trust as the holder

declare
the Series 2006- C Company

the
the
Company does not

the Trust
will
and pay dividends on
Series 2006-
Company
Preferred
Securities,
to
not pass through
any dividends
holders
of
Dividends
on the Series 2006- C Company Preferred Securities

will
are not cumulative for any Dividend
and
purchasers
dividends
not receive dividends
on
Period unless
for
are authorized
and declared by the Companys Board
of
Managers
that Dividend
Period on the like amount
of
Series 2006-
C Company
Preferred
Securities
held by the Trust.
Dividends
quently,
Securities
are not cumulative.
Conse-
of
if
the Board
Securities Securities, Period.
Managers does not declare a dividend on the Series 2006- C Company
as
of
Preferred Preferred that
for
any Dividend
Period,
the Trust,
holder
the Series 2006will
Company
for
and consequently
the holders
of
Trust Securities,

that
addition,
the
to
the Companys Series 2006-
best interests
pay less than the
full
amount
of
the stated dividends any Dividend
on the
Securities
for the
if
Company Preferred
or
no dividends by
Period even
it
Dividend
Companys Board
Managers
may determine
would be
funds
are available. Factors that would generally be considered making this determination are the amount
Companys Board
Managers
condition
of
available
funds,
the Companys financial

regulations,
and
of
capital
needs, the impact
current
and pending
legislation
and
economic
conditions
tax considerations.
of
to
of
The
level
the Companys
assets relative
the aggregate liquidation preference
the
Comif of or
panys preferred
securities could the
shrink over time because of, Securities
among
other things, dividends
by
paid
the
Company on
at
Company Common
or
other Junior Equity Securities
any are issued
a future date.
includes Securities provisions that limit
The LLC Agreement Companys Junior

dividends preference
Description
the Companys
ability
pay dividends
on
to
to
of
Equity
but, subject
satisfaction
those limitations, does not prohibit
of
that
could cause the level the Company Preferred the Series 2006-
the
Companys assets
to
relative
the aggregate
liquidation
of
to
Securities
shrink.
These
limitations
are described
under
C Company
Preferred Securities Ranking,
Restrictions
Dividends
and Voting Rights and Covenants. a Dividend redeem

Junior Period,
They
include
the following:
during
the Company acquire
may
not pay dividends
on
Junior
Equity Securities,
( with
or
purchase,
otherwise
for consideration for
directly
or
indirectly
limited
all
exceptions)
Equity
Securities,
unless dividends
such Dividend
Period
on
series
in
Company Preferred
aside
for
Securities
then outstanding
have been declared
and paid
or
full,
set
payment,
as the case may be; and 18
on
of
in
and
the
of
in
In
of
Return
WMIPC_500002117.00030
CONFIDENTIAL
or
of
of
at
of
without
the consent
affirmative
vote
the holders
least
two- thirds
series
as
Company Preferred
Securities,
voting
together
may
not pay
of
all
full
dividends
series
the Company
Preferred Securities;
or
on
of
all
pay dividends
fiscal
on
all
Junior
Equity Securities exceeds
unless the Companys
FFO
for
the four prior
of or
of
quarters equals
150%
the amount that would be required
to
pay
full
dividends
on
series
the Company
Preferred Securities;
that
amend
or
otherwise
change the requirement
the Company make investments assets such that the Companys
or
and
of
distributions with the
proceeds
the Companys
FFO
for
or
of
any period
four fiscal
full
quarters
will
equal
exceed
150%
of

Securities.
of
on
to
all
required
pay
annual dividends
series
Company Preferred
Loans),
As the HELs and Option ARMs
( collectively,
the
Mortgage
prepay
or
repay principal
by
to
and
distributions with
respect
such principal payments
are
made
or
each Asset
to
Trust
the
to
Company amounts
reinvest
subject
the limitations referenced
above, the Company may choose

Securities other Junior
to
apply such
pay dividends
the Company
Common
or
Equity Securities
in
such amounts
Permitted Investments
additional
Eligible Assets.
Between March
6,
2006,
on
the date
which the Outstanding
Company Preferred
Securities
were issued, and October
31, 2006,
on
the Company paid dividends
totaling
$ 83,834,863
the Company
Common
Securities
from interest
on
to
collections distribute
the HELs. Additionally,
subject
I
above, the Company could
on of
a portion
the Asset Trust the Company and
Class
Certificate
Asset Trust
no II
A Trust
no
or
Class
current
A Trust
Certif-
as
icate
a dividend
Common
has
Securities. current
The Company has
intention
an an
or
to
pay pay
extraordinary dividend, extraordinary dividend. Securities
WMI
a
intention
cause
permit the Company
by
Nevertheless,
dividends
paid
the Company
on
the Company
in
Common
in
could result
reduction
the Companys
assets that could have the
to
of
its
consequence,
notwithstanding
compliance
full
with
the limitations referred the Series 2006the amount
above,
the Company
Securities
to
the
to
that price.
or in
has
on
to
not having funds available
pay
dividends
Company
Preferred
by
or
or
of
of
future
periods
loss
investors
some
of
all
their
investment
were the Company
be
to
liquidated.
The Trust Securities and the Series 2006- C Company Preferred Securities
are perpetual
and
at
of
of
not redeemable
the option
the holder, and holders investment back.
can have no
assurance The
of
receiving
their initial
at
Trust Securities
may
not be redeemed
the option
of
their
holder
under any circumstances, 2006-
are perpetual
Preferred
maturity date.
will
If
and have no
and when the Company redeems Series
Company
of
Securities, Preferred
the Trust
Securities
redeem a
like
amount
Trust Securities.
While the Series 2006- C under certain
at
Company
may
redeemed
of
be
the option
the Company
is
to
of
circumstances
described
herein,
any such redemption
subject
the approval
the
OTS and may

guarantee
be constrained
will
operation
the Replacement investment
Capital
Covenant.
in
by
of
Investors
to
have no
right
reclaim their initial

will
from the Trust and there can be
in
no
If
ever be redeemed.
investors
the
Trust Securities
choose absence
sell their
of to
sell
their
in
Trust Securities
order
reclaim
part
their initial
investment
in
or
to
of
all
the
any
redemption, there can be no guarantee
that
such investors would be able the sale price would
at to
securities
initial
or
that
in
if
secondary
market,
such a sale occurred
be
or
above the
decline
capital
levels
result
to
at
is
deteriorated
and may have other adverse consequences.
it
Exchange occurs,
likely
occur
a time when WMBs
and WMIs
If
WMBs
may
in
a Conditional Exchange.
a Conditional
condition
financial
in
The
returns
from an investment
will for
be dependent a
Conditional
to
significant
extent
on the performance
the performance
and
capital
or
by
of
and
capital
the placement
the
OTS
of
WMB due levels WMB

of
a
Conditional
the potential
Exchange.
into
decline
WMB
for
conservatorship Shares
in
or
receivership
would result
Exchange
of
Depositary
19
in
to
in
on
to
Return
WMIPC_500002117.00031
CONFIDENTIAL
representing Series L
WMI
Preferred
Stock.
The Series L
WMI
Preferred Stock would represent
in
in
investment
the
WMI
and not
the Company
or
the Trust. Under these circumstances:
in
Trust Securities
would be exchanged
WMIs financial
for
preferred
equity interest
WMI
at
a time when
have would
it or is
WMBs
in
be
and, ultimately,
into
condition
has deteriorated and, accordingly,
when
WMB may
Series L
or
been placed
conservatorship
receivership
unlikely that
a financial Stock;
position
make
any dividend
payment on the amount
Preferred
in
of
of
of
of
of of
of
to
WMI WMI
all
the event
liquidation
WMI, the claims
creditors
WMI
the
and
its
subsidiaries,
in
to
including interests
rities
WMB,
such
would be entitled
priority
payment over
claims
holders
of
equity
as
the Depositary
Shares, and, therefore, Shares
the former holders Series L
of
the
Trust
Secu-
who would then hold the Depositary

receive substantially less for
representing
WMI
Preferred Stock not
may
than such holders would receive had the Trust Securities Shares. See
been exchanged
the Depositary
Risk
Series L
Factors Applicable
to
Depositary
will
in
Shares Issued
a Conditional
ExchangeThe
of
WMI;
WMI
Preferred
Stock
rank
subordinate
for
to
the direct indebtedness
United States federal income tax purposes, event holders
Conditional
Exchange would most
likely
taxable incur
and
by in
of
to
that
event the holders generally would
or
a gain
as
loss,
the case may be, measured
the difference
between
their
adjusted
in
tax basis
and the
of
fair
market value
the Depositary
Shares; and
to
of
although
the terms
Depositary
Shares are substantially similar

Securities, there
the terms
that
of
the
Series 2006rities
Company
Preferred
are differences
holders
of
Trust
will
Secunot
as
be
to
might
deem
important,
such
the fact that holders
of
Depositary
with
Shares the right
in
as
by
or
generally directors
have voting
rights,
except
required
law
connection
to
elect
of
if
dividends
are missed
( see
Description
the Series L
WMI
Preferred
Stock
or
Voting Rights),
benefit
from any protective
covenants.
of
The terms
for

rights.
and the Series 2006- C Company Preferred Securities
provide
limited voting
in
in
Except
specified
the Trust Agreement
relation
the right
its
direct
the manner
which the Property Trustee acting Series 2006rights.
to in
as
or
to
on
of
to
behalf
the
Trust exercises
voting rights with respect
Company Preferred
Securities,
holders
Trust Securities
are not entitled Series 2006-
to
of
voting
in
as
as
Except
specified
the
LLC
to
of
Agreement,
voting without
the Trust,
holder the
C
of
Company
the the
is
Preferred
Securities, taking
not entitled
rights.
Nevertheless,
LLC Agreement
least
prohibits either
or
Company from
Series 2006Preferred
certain
actions
the consent
vote
of
at
two- thirds
or
of
Company Preferred
voting
all
of
Securities
voting separately
the series
Company
as
as
Securities,
together
single
class,
applicable.
For a description have a right
of
the matters see
on
of
which the holders
Series 2006-
to
C Company
vote,
of
Description
the Series 2006-
C Company
Preferred Securities Voting Rights and Covenants.
of
Holders

rights;
and Series 2006- C Company Preferred Securities
have no
redemption
Series 2006tion will
however, the Company may ( but

is
not required
to)
redeem the
C Company
an to
on any Dividend Payment Date, and such redemp-
cause
automatic
redemption
Capital
of
Subject
the Replacement
Covenant
Preferred
and the
of
prior
(
approval
the OTS, the Company
i) in
may redeem
Dividend
the Series 2006-
Company
in
Securities
whole but not
part
on any
of
Payment Date upon the occurrence
a Tax Event,
an
Investment
Company Act Event, a on any

other
in
Capital
ii)
Rating Agency Event
a Regulatory
price
Event and
whole
in
or
or
part,
Dividend
at
Payment Date,
Security,
to
a redemption
equal
the liquidation
any, plus
preference
per Company Preferred
if
plus declared
but unpaid dividends,
U. S.
Treasury- based make- whole amount
in
if
the redemption occurs
prior
the Dividend
Payment Date
occurring
December
2016
or
to
a LIBOR-
20
an
be a
the
Return
WMIPC_500002117.00032
CONFIDENTIAL
on
if
based make- whole
the redemption
occurs
after
December
2016
a Dividend
Payment Date
that
by
not a Ten-Year Date. The redemption

Securities
will
the Company
of
the Series 2006for
Company Preferred
price
automatically
cause a redemption
the Trust
of
which the redemption
as
be
will
paid from the proceeds
receives
from the Company

Securities.
a consequence
of
the
redemption Investment however,

Preferred
the
Series 2006-
Company
Preferred
The occurrence
Capital
a Tax Event,
will
or
a Regulatory
Event
not,
of
to
give
holder
any right
require that
the Series 2006-
Company
or
Securities

the
be
redeemed.
If
the
Company redeems
redeemed, redemption
Series 2006-
Company
Preferred
Securities,
of
will
be
automatically
their
and the former holders
the Trust Securities yield
may not be able

terms comparable
only
in
invest
proceeds
securities
with
a dividend
and
other
those

with
A Treasury- based
to
prior
make whole amount Payment Date
will
be payable
connection
a redemption
in
the Dividend
occurring
December
2016; after
will
in
the Dividend
Payment Date
occurring
December
2016, a LIBOR-based
Securities
make
whole amount
only
if
be payable
the Series 2006-
Company
Preferred
are redeemed
on a Dividend
Payment Date Agency Event
is
that
not
a Ten- Year Date and no Tax Event, Investment

Capital
Company Act Event, Rating
or
Regulatory
Event shall have occurred.
to
The Series 2006nys creditors
C Company C
of
in
of
will
rank subordinate
claims
the
Compa-
and on a
of
parity
with other series
preferred
will
securities issued
by the Company.
claims
to
The Series 2006Companys

dividends
Parity creditors.
Company Preferred
Securities
rank subordinate
Securities Preferred
will
of
all
the
as
The Series 2006- C Company Preferred

with
rank pari passu
and upon
liquidation that
the Outstanding
Company
Securities
and any
other
Equity Securities
the Company
may
to
issue.
The Company may
issue additional
Parity
in
at
at
Securities without
any time
the future, subject
satisfying certain conditions
the time
of
issuance,
or
of
of
the consent
the
approval
the
holders
Accordingly,
on
to
if
Company does not have funds

Securities;
legally available
pay
full
dividends
of
all
series
the
Company Preferred
in
or
the event
the Companys liquidation,
or
of
dissolution liquidation
winding
up,
the Company does not
of
of
to
all
have funds legally available

pay the
full
value
the series
Company
be
to
to
any funds that are legally available

Preferred Securities. Securities,
pay such amounts
will
paid
pro rata
the 2006- C Company
the Outstanding
Company Preferred
Securities
and any other Parity Equity
See
of
Description
Other Company Securities.
There has never been a market
for

for
to to
Prior
this Offering,
there
was no market

they
Although
the
Initial
Purchas-
in
to
ers intend
extent that
make a market
are under no obligation
do so and,
to
to
Equity the
is
it
such market making
commenced,
exchange
may be
or
for
at
discontinued
any time. The Trust Securisystem. There can be
ties will
not be
on
listed
any securities
automated
dealer quotation
no assurance
that
an
or
active
and liquid trading market
will
develop
trade
be
to
If
sustained.
such a market were

factors, including
at
develop,
the
prices
would
depend on many
of
prevailing
interest rates,
the operating
results
the Company,
of
be
and WMI,
and the market
for
similar securities.
initial
Holders
Trust Securities
may
not
able
at
or
resell their
Trust Securities
above the
price.
Furthermore, the Trust Securities

will
that
are not
and
will
Act and
be deemed
to
be
restricted
securities transfer
of
within
the meaning
Rule 144 under the Securities
Act and are subject

restrictions
to
significant
in
as
to
restrictions
described
Notice
liquid
Investors.
These
for
on
transfer
may
inhibit
the impact
of
development
an
active
and
trading
market
and may adversely
the market price
of
21
to
WMB
to
to
an
of
of
is
Return
WMIPC_500002117.00033
CONFIDENTIAL
The Trust Securities are not obligations The

Trust Securities
or
of,
guaranteed
by,
any other
entity.
or
of
do not
Inc.,
constitute
obligations
equity
securities
WMI, WMB, the and

University
Company, Marion Holdings
an
intermediate holding
company between any

entity
WMB
In
Street Trusts
Marion), University with
Street, either
Asset Trust
or
other
than the Trust, nor are the

entity.
to
obligations
respect
the
Trust Securities Street,
guaranteed
either
by any
particular,
neither
WMI, WMB, the Company, Marion,

guarantees
that
University
Asset Trust nor any other entity
the Trust
will
pass through
any dividends
paid by the Company

additional capital
fails
to
the Trust as the

other
to to or
of
to
holder
nor are they obligated
provide
support
in
to
to
the Trust
enable the Trust
make
distributions Securities
the event the
Company
for
pay dividends pass through Shares
the Series 2006-
Company Preferred The
and the Trust has no dividends are not exchangeable Exchange.
holders Series L have the
Trust Securities
Depositary
WMI
right
Preferred Stock except upon a Conditional
No
for
holder
of
Trust Securities
to
to
require
the Trust
exchange
the
Trust Securities
Depositary
Shares.
The Series 2006-
C Company
of,
in
an
represent
solely
interest
the
Company
and are not obligations The Series 2006-
or
guaranteed by, any other
entity.
Company Preferred
Securities
not constitute
obligations
or
do
equity Street,
of
securities Trust
any entity other than the Company, including Asset Trust, nor are the Companys
WMI, WMB, Marion,
University
the
to
and
either
obligations
entity.
with
respect
the Series 2006-
by
In
Company
Marion,
Preferred
Securities
guaranteed
any other
particular,
entity
neither
WMI, WMB,
that the additional
University
will
Street,
the Trust, either Asset Trust nor any other
guarantees
or
to
Company
declare
pay any dividends
the Trust, nor are they obligated
to
provide
or
on
to
to
to
or to
will
of
to
on
capital
other
support
the
for
Company
to
this
enable the Company
pay dividends
the Series 2006-
Company
operations
or in
Preferred
Securities
the Trust purpose
the event the Companys the Company otherwise
assets and results from
are insufficient
do
to
fails
so.
Rating agencies practices.
may change
rating methodologies,
including
their
views on notching
The
developing
rating
methodologies
the rating
to
for securities
with features their
similar
are
still
in
and
agencies
may change
ratings
methodologies
the future. This
may
include,
to for
example,
securities
the relationship
with features
between
to
assigned
WMIs
senior securities called
and
ratings
assigned
to
similar
their

for
rating
sometimes
If
notching.
the rating
in
to
agencies
were
change
practices
such securities
this
the future and the ratings
of
the
be
Trust Securities
were
subsequently
lowered,
may have a negative impact

20,
on
to
the trading released

that
of
price

entitled possible
For example, on November
2006 Moodys
Investors
Service
for
publication
Rating Preferred
Stock and Hybrid Securities Request
Comment
discusses
in
to
alternative
approach
with
notching
Moodys
ratings analysis
and requests
31, 2006.
on
comment from market
participants,
the comment
period
expiring
December
in
in
to
Moodys
reduction
were
adopt the methodology
it
that publication,
would
likely
result
a one notch
the credit rating on the Trust Securities
assigned
by
of
Moodys.
Risks Associated
with the Companys Business
by
is
The Company
effectively
controlled
conflicts
WMI
and the Companys relationship with
WMI
If
and
create potential the Companys
of
WMB may
or All of
interest.
of
officers
and
but
one
the Companys
Managers
University
are also officers

Street will
WMI
their
affiliates.
After
this
Offering, voting
WMI,
and
continue
will
of
all
control
the Companys
outstanding
securities. including
WMI, WMB, and

the Independent
University
Street
have
to
of
all
the right
elect
the Companys
Street
Managers,
Manager.
and University
its
may
to
WMB
have interests that are not identical
the Companys
interests.
is
WMI, through
subsidiary,
New
of
American
Capital, Inc.,
the ultimate owner
WMBs and
22
to
WMB
or
WMB
of
all
Return
WMIPC_500002117.00034
CONFIDENTIAL
University
Streets
common
of
stock,
and may have investment

Consequently,
goals and strategies
that differ
from
of
of
those
the holders
the Trust Securities. University Street
conflicts
interest
between the Company,

arise.
or
on
one hand, and WMB,
on
and/
WMI,
the other hand,
may
of
is
The Company and
dependent on the
officers
and employees
WMI
and
WMB
for the selection,
of
structuring and monitoring
the Mortgage Loans and the Companys relationship with

conflicts
WMI
WMB may create

WMI
and
potential
of
interest.
in
WMB
of
are involved
virtually
every aspect
the Companys
existence.
WMB WMB
other
administers the Companys
of
day- to- day activities
under the terms
certain
agreements between
on
and the Company. The Company
of
and
is
dependent
the diligence
and
skill
the officers and employees and the Companys
of
WMB
for
the selection,
structuring
and monitoring
of
the
Mortgage
Loans
Eligible
Investments.
This dependency
and the Companys such
close relationship
with
WMI
WMB may
create potential
of
of
of to of
conflicts
interest.
Specifically,
conflicts
interest
may
arise
because the employees

type and price
WMI
this
i)
and
were directly involved
the decisions
indirectly
regarding
the amount,
of
WMB
in
the
Mortgage
Offering
Loans and other assets acquired
from University
(
Street
and
price
WMB
of
other
prior
ii)
will
by
if
and
make decisions
on
the amount,
type and
applicable) Street,
any future
parties.
acquisitions
the Company
Additional
Assets from University
WMI
The Company
dependent on the
officers
and employees
of
is
WMB
for the servicing
or
of
the
in
Mortgage Loans
potential
conflicts
the Asset Trusts and the Companys relationship with
WMB may
create
of
interest.
The Company
dependent
expected
be dependent
on
to
respect
Additional
Assets.
to-
to
the Asset Documentation

contain
relating
the Companys
assets. with
These agreements
contain
and
will
terms that the Company
believes
are consistent
I
those resulting from armslength

Trust
to
negotiations.
With respect
the Asset Trust
is
WMBs
principal
of
servicing
fee
an annual
fee
0.125%, paid monthly,
for
each HEL based on the unpaid Agreement

for
of
balance
II,
respect fee will
the Asset Trust
and Asset
Trust
WMBs
be
servicing principal
be an annual fee
of
II
such HEL. With
to
0.375% paid monthly,
each Option
of
ARM
fees,
based on the unpaid

Loans,
will
balance
retain
such Option
ARM. WMB, as
charges,
the servicer
including
of
the
to
Mortgage
entitled
certain fees,
fees and ancillary statement
any prepayment
I,
the
other the
Agreement
and Asset
insufficient
funds fees, modification
payoff
fees and late charges with respect

will
as
the Mortgage generated
Loans
additional
servicing
compensation
with collections
and
also
be
to
entitled
certain
income
by
permitted
investments
belief
made
that
on
the
Mortgage
Loans.
Despite
the Companys
of
the terms
the Asset
Documentation
between
WMB
and the
Company
reflect
and
will
reflect
terms consistent
officers
with
those negotiated
on an armslength
basis,
Companys dependency
on WMBs
conflicts
and employees
and the Companys close relationship with
of
may
of
WMB
create potential
interest. Specifically,
such conflicts
interest
may
arise
of
have the power
of
to
WMB
modify the terms
the Mortgage
Loans and
respect
in
assets
the Asset Trusts and any Additional
Assets and make business decisions
with
to
to or
servicing
those underlying
assets, particularly
the extent such underlying
collateral
is
of
to
defaulted
otherwise
non- performing.
Regulators
may limit
the Companys
to
ability
implement the Companys business plan and
may
restrict
the Companys
to
ability
pay dividends.
is
of
Because the Company
an
its
indirect subsidiary
WMB,
regulatory
authorities
will
have the
right
to
examine the Company and
to
activities
and, under certain circumstances,
impose restrictions on
to
the Company that could affect
to
its
WMB
or
ability
conduct
business
pursuant
the Companys
23
of
on WMB and others for the servicing the Mortgage Loans and WMB and others the servicing any underlying collateral with WMB administers the Companys day- day activities under the terms
for
is
to
of
is
of
Return
WMIPC_500002117.00035
CONFIDENTIAL
business
plan and that could adversely
affect
the Companys
financial
condition
and
results
operations.
is
If
the OTS, which
WMBs
or
primary regulator,
determines that
WMBs
relationship with
in
in
or
results
practice,
to:
if,
Company
capitalized,
an unsafe
unsound
is
certain
instances,
WMB
no longer
of
the
well-
then the
OTS
has the authority
restrict
the Companys the Companys the Companys
to
ability
transfer
assets;
to
to
restrict
ability
pay dividends
its
security
holders;
restrict
ability
redeem
preferred
securities;
or
or
to
its
its
require
sever
relationship with
the Company
its
WMB
divest
ownership
of or
to
the
Company.
If
the
OTS
determines that
by
or
payment
dividends
either
subsidiaries,
restrict
under the then- present circumstances,
unsafe and unsound
practice,
the
OTS
I,
could
the Companys
to
ability
pay dividends.
If
Asset Trust
in
it
Investment
likely result
Company
II
any
the Company, Asset Trust Act, could
or
of
the Trust loses its exemption

effect
under the
have a material adverse
on the Company and would

Securities
of
a redemption
the Series 2006-
C Company
Preferred
and the
Trust Securities.
of
I,
Asset Trust
II
Each
the Company, Asset Trust
and the
it is
Trust believes
that
not,
and
under
so
as
as
an
to
to
to
its
intends
conduct
operations
Act.
not
be, required
register Act,
investment
company
the Investment investment

potentially capital
Company
Under
the
Investment
Company
a nonexempt entity that
to
company
required
register with the
SEC and
things,
to
is
is
subject
extensive,
restrictive
and
to,
adverse regulation dividends
relating
among
other
operating
methods,
management,
structure,
and
transactions
with affiliates.
The Investment
Company Act exempts
in
or
an
SEC,
is
entities that, directly
through
majority- owned
subsidiaries,
are primarily engaged and interests

interpretations Trust I
the business
(
purchasing
otherwise
acquiring
mortgages and other liens

Interests).
of in
or
on
real estate
which
as
to
the Company refers
Qualifying
Under
current
the
of
staff
the
in
to
of
order
qualify for this
exemption,
Trust
other
things,
must maintain
least
55%
or
the Companys
in
at
of
assets
Qualifying Interests
and
II,
each
the Company, Asset
and Asset
among
also
in
may
required
maintain
that
additional
25%
or
be
an
to
other
real estate
related
assets.
The assets
the Company
the Asset Trusts
may
acquire
therefore Trusts
may
by at to to
its
be
limited
the
of
provisions
the Investment
Company
total
Act.
The Company and the Asset
have each
established
no
to
of
policy
limiting authorized their respective
investments
assets.
which are not Qualifying
Interests
more than 20%
of
the value
The Investment
Company Act does not

related assets.
treat
cash and cash
as
equivalents
either
or
other
real estate
Based on the
criteria
outlined
above, the Company and the Asset Trusts each believe that, as
of
the time
least
this
Offering,
the Companys
fair
and the Asset
Trusts Qualifying Interests

total
will
comprise the
of
90%
of
the estimated
Trusts
market value
that
their respective
assets.
As a
result,
Company
to as
and the Asset
each
to
believe
they are not required

the
register
as investment
Trusts intend,
companies however,
under the Investment seek an exemptive

staff
Company Act.
no- action
Neither
Company nor the Asset
or
order,
letter
other
form
interpretive
guidance
from the respect
SEC
to or
the
or
If
on
its
this position.
the
SEC
staff
were
to
take a different
Qualifying
position with
whether
relevant
the Companys
or
an Asset
Trusts
assets constitute
Interests,
the Company conducts

its
i)
the
it
Asset Trust could be required either
change
manner
in
to
which
operations
or
as
to
register
ii)
avoid being required
an investment
to
company,
register
as an investment
company, either the case

Preferred
which could have a material adverse effect on the Company
or
of
the Asset Trust,
in
to
of
may
be, the Companys
ability
make payments
respect
the Series 2006-
Company
Securities
and, accordingly,
the trading price
in
of
Further,
order
at
ensure that the Company
and Asset
to
all
Trusts
times continue
qualify for
the above exemption
24
or
of
of
of
of
an
of
is
its
WMB WMB
is
operating
with
an
of
insufficient
level
capital,
that
the
Return
WMIPC_500002117.00036
CONFIDENTIAL
be
at
from the Investment adopt less

efficient
Company
of
methods
Act,
the Company and the Asset Trusts may
required
Trusts
times
of
financing
certain
the Companys from acquiring
and the Asset

certain
assets than
be
be
would otherwise
the case and
may
of
precluded
types
assets whose yield the exemption.

Finally,
in
on
be
is
higher
than the yield
assets that could
purchased
a manner consistent
with
or or of
be an to
an
the Company the Company

injunctive
relief
Asset Trust were
be
unregistered investment
company, there would
risk that
as
be
the Asset Trust,
the case
may
be, would
to
subject
monetary
penalties
and
be in
by
action
brought
the SEC, that the Company

with third parties
the Asset Trust,
as
or
an
the case
to
may
be, would
unable
enforce contracts undertaken
and
that third parties
could seek
Trust
an of
obtain
rescission
transactions
during the period the Company company.
or
the Asset Asset Trust
was
determined
If
the Company,
of or
be
to
either
the Trust
as
ever considered
an investment
company under the Investment

likely
Company Act
the
result
Investment
Preferred
Company Act Event, the Company would

Securities.
redeem
Series 2006- C Company
See
of
Description
the Series 2006-
Company Preferred Securities
Redemption. the Company
Additionally, Trusts.
may from time
to
time have Asset Subsidiaries other than the Asset unless the establishment and operation
The Company may not

will
an
establish
Asset Subsidiary
is
of
to
an
is
to in
that with
such Asset Subsidiary
not cause the Company
be an investment
company
not
itself
that
required
register
Company
Act and such Asset Subsidiary
is
an investment
Subsidiary
is
that
required
register
under the Investment company,
If
company
to
Company
Act.
any such Asset
to
to
were
be
required
register
as an investment
the results would be similar
to
those company.
in
to
to
described
above
respect
either
Asset Trust being required
register
as
an
investment
An
adverse determination
Companys partnership
status could
subject
the
Company
taxation.
of
to
Prior receive
the issuance
the Series 2006-
C Company
LLP
the Company
will
an opinion from Mayer, Brown, Rowe
& Maw
to
to
the effect that, for United States federal

taxable

ii)
i)
the
Company
closely
will

that
as a
corporation
and
although
no
activities
comparable revenue
contemplated
by the Company have been the

the
or
U. S.
of
subject treated
any
Treasury regulation,
ruling
judicial decision,
Company
will
not be
certain
as a
as
publicly

representations
a corporation.
The opinions are based on

restrictions
assumptions and on certain
and agreements regarding
on the
its
future
of
of
conduct
the
activities
the Company. Although
the Company intends
to
conduct
activities
with
if it
accordance
such assumptions, representations
and agreements,
for
were nonetheless
deter-
mined
that
the Company was taxable would
as
a corporation
United States
federal
then the Company would reduce

Securities.
be
subject
under the Code
to
the regular corporate
income tax. Such taxes
to
the amounts
available
make payments on the Series 2006-
Company
Preferred
The Company has no control over changes

tively
in
interest
rates and such changes
could nega-
of
impact the Companys
financial
condition,
results
operations,
and
to
ability
pay
dividends.
The Companys income

underlying
of
will
consist
primarily
I
payments received on the HELs
that
are the
assets supporting
the Asset Trust
Class A Trust Certificate
and on the Option

(
ARMs
are the underlying

assets, together
assets supporting
the Asset Trust
II
Class
A Trust
Certificate
such
underlying
Portfolio).
with
any
to
collateral
with respect
any Additional
Assets, the
Companys
in
1,
of
On November
on
rates
2006,
100%
the
all
HELs
of
included
the Companys
Portfolio
bore interest
Portfolio
at
fixed
and
November
14, 2006,
the Option
ARMs
be included
Additional
in
to
this
bore interest
adjustable
rates.
the future, the Company could acquire

rate loans. Adjustable rate loans
Assets that include
or
at
In
are
in by
to
secured
adjustable
decrease
the risks
a lender associated
required
changes
interest rates
but involve other
risks.
As
interest rates rise,
the payment
from the
25
to
of
to
if
The net
effect
these factors
may
at
lower
times the Companys
net interest
income.
to
Return
WMIPC_500002117.00037
CONFIDENTIAL
by
of
to
borrower increases
rises
the extent
for
permitted
the terms
the loan, and the increased
payment
obligation
At
of
the potential
default.
the same time, the marketability
the underlying environment,
property
there
an be
by
adversely increase
affected
higher interest rates.
declining
interest rate other
in
in
be
In
may may
as to is in to to
prepayments
their
the HELs, Option
ARMs
or
on
assets
the Companys
Portfolio
at
borrowers
refinance
mortgages
lower interest rates. Under
these circumstances,
the Company
it
may
find
more
difficult
acquire
Additional
Assets with rates sufficient

support the payment
on
the dividends
the Series 2006affect
Company
declining
interest rate environ-
or
ment would adversely

Series 2006-
the Companys
ability
pay
full,
even partial, dividends
on
to
the
Company Preferred
Securities.
it
The Company cannot assure purchasers
that
paid
WMB
and University
Street fair market
of
all
value for valuations
the Companys
all
assets because the
of
such assets. Nor can the
Company has not obtained any third party Company assure purchasers that the Company will
at
their fair
acquire
dispose
in
or
of
its
assets
the future
market value.
all
The Company has adopted
policies with
will
a view be
fair
to to
ensuring
that
financial
dealings
with
between
WMB,
University
Street
and the Company

third-
each
party
and consistent
assets.
market terms.
of
of
party valuation
will
addition,
anticipated
that third- party
valuations
be obtained
connection
with future
acquisitions
in
dispositions
assets even
circumstances
where
affiliate
the
Company
is
of
an
of
selling
the assets
the Company purchasers the

fair
or
purchasing the purchase
the assets from the Company.

price
Accordingly,
the Company cannot assure assets was equal

that
of
or it
However, there has been no
the Companys
In
all
is
not
in
that
the Company paid for
the Companys
of
market value
those assets. Nor can the
Company
assure purchasers
the consideration
or
or
by
by
be paid
the Company
to,
received
the Company from,
WMB,
or
University
Street
any
will
of in
the Companys equal
of
other affiliates
connection
with future acquisitions
dispositions
assets
be
to
the
fair
market value
such assets.
The Asset Trusts
of or
any other Asset Subsidiary, and therefore the Company, could incur
in as
to
losses assets
a result
environmental
liabilities
relating
properties
underlying the Companys
the Companys Portfolio through
foreclosure
action.
or
be
to on
Either
Asset Trust
any
other
Asset
Subsidiary
may
forced
foreclose obligation
an
to
underlying
or
on
Mortgage
applicable therefore,
Loan
other
assets where the borrower
has
its
defaulted
repay the
It be is
or
an
Mortgage
Loans.
possible subject
that
Asset Trust
any other Asset

with respect
Subsidiary,
and
property.
to
the Company,
may
environmental
to
liabilities
foreclosed
of
The discovery
wastes,
assets.
these
liabilities
and any associated
costs for
removal
of
hazardous
substances,
or
on
of
contaminants
pollutants,
could have a material adverse effect
the
fair
value
such
in
Delays
suffer.
liquidating defaulted
loans could
occur and could cause the Companys business
in
be
Substantial
delays could
encountered
connection
with
with
the liquidation delays
in of
the collateral
in
securing
defaulted related
loans
the Companys
Portfolio,
corresponding
the Companys
sell
receipt other
proceeds.
An
action
foreclose
a mortgaged and
or
on
of
to
property
rules.
repossess and
action
ability
by
is
collateral
securing
a loan
regulated
state
statutes
Any such
to is
subject foreclose
of
of
many
the delays and expenses
lawsuits,
which
may impede
to
repay
the Companys
all
or
or
on
sell
the collateral
Portfolio.
obtain proceeds
sufficient
amounts due
on
to
the related loan
the Companys
The Company may invest

asset coverage. Although
in
assets that involve
new
risks
and need not maintain the current
the Companys Loans,
Portfolio,
immediately after the completion
of
this
Offering, will consist
in
of
to
primarily
the
extent
it
Mortgage
acquires
Additional
Assets
the future, the Company
26
of
to
to
all
of
to
to
Return
WMIPC_500002117.00038
CONFIDENTIAL
in
of
to
to
its
not required
limit
investments
assets
the types currently
the Companys
Portfolio.
See
The Company
the Company
the Company. Assets such
as
of
of
Business
equity multifamily risks
Assets
second lien
loans
or
closed end
single involve
call
home
or
loans, first
second lien commercial

this
home
or of
equity lines loans
credit,
mortgage
family
residences,
mortgage
circular.
other real estate
assets may
will
of in
different
not described
levels
offering
Moreover, expected
while
the LLC Agreement the Company
as
to
for
maintaining
specified
FFO
coverage
is of
dividends,
required
maintain the levels
of
to
asset
coverage
that currently exist.
to to
is
The Company
dependent on WMI,
and University
Street with respect with respect
its
WMB
acquisition acquisition
of of
be
Additional Assets and
may
subject
conflicts
of
to
interest
its
new
assets.
on
of
The dependency
relationship with
the Company
Street
WMI,
University
Street
and
WMB
and
the
Companys
WMI,
University
and
WMB
may
create potential
conflicts
interest
be
in
of
on
not
close
will
connection
with
the Companys
Street
acquisition
Additional
Assets. The Company Assets that
will
dependent
University
identify Additional
it
WMI,
Street
and
WMB
to to
may
acquire,
but WMI,
University
or
and
are not required and
contribute
sell
Additional
Assets
the Company.
If
WMB
Street
to
WMI,
or
University Additional decline.
WMB
are unable
identify,
are unwilling
contribute
or
to
to
sell,
suitable
as
Assets, then over time the Companys
level
FFO
coverage
to
of
expected
dividends
of
Moreover,
will,
conflicts
interest
may
arise
of
WMI,
University
Street extent
on
to
and
WMB
subject
certain
restrictions,
make
of
decisions
the
amount,
type and
of to
the
the Company purchases Assets from University
by
Additional
Assets) price
future acquisitions
the Company
Additional
as
Street,
WMB
other
members
the
WMI
Group
well
as
or
of
future
dispositions
assets
WMB,
University
Street
or
to
of
third parties.
Risk Factors Applicable
Depositary
Shares Issued
in
to
a Conditional
Exchange.
as
of
Holders
Trust Securities
may have adverse
tax consequences
of
result
a Conditional
Exchange.
For United States federal income tax purposes, a Conditional Exchange would most
be
a
likely
taxable
event
holders
Trust Securities
under the Code, and they would incur a gain
loss,
the case
may
fair
be, measured
the difference
between
their
adjusted
tax basis
in
by
the Trust Securities paid
In
market
value
the Depositary
Shares.
if
and the
Holders
to
of
addition,
dividends,
any,
Foreign
be
Depositary
Shares received upon a Conditional
Exchange
generally
will
subject
U. S.
30%
withholding
tax unless the holder qualifies for a reduction
from withholding
tax
under
applicable
United States income tax treaty.
in
A
in
decline
WMIs
financial
condition
may
to
restrict
its
ability
pay dividends
and could
result
of
a loss on the investment
the former holders
of
Trust Securities.
to
If
WMIs financial
condition
were
deteriorate,
the holders suspension
of
the Depositary
Shares could suffer
of
direct
and materially adverse
consequences,
Preferred
including
the payment
of
noncumulative
of if
dividends
the Series L
WMI
or
on
Stock and, Shares
liquidation,
dissolution
their
winding
up
or
by
to
of
were
of
all
occur,
loss
holders
Depositary
part
investment.
See
Description
of
the
Series L
WMI
Preferred Stock.
Conditional
Exchange may be based on WMBs

likely
receivership,
which could lead
to
WMIs
to
to
an
to
that
of
WMI
bankruptcy
the holders
and would mean that others are
have liquidation claims senior
of
the Depositary
Shares.
if
An Exchange
Event triggering a Conditional Exchange
will
occur
is
WMB
placed
into
or
or
conservatorship
receivership.
WMBs
to
conservatorship
receivership
could lead
WMI
becoming
27
of
as
or
to
of
on
a
of
Return
WMIPC_500002117.00039
CONFIDENTIAL
or
U. S.
subject
voluntary the
involuntary
proceeding
under the
senior,
Bankruptcy
Code.
the event
WMIs
entitled
of
bankruptcy,
claims
WMIs secured,
general and subordinated
creditors
would be
priority
payment over the claims
as
of
of
of
to
holders
equity interests
such
the Series L
of
of
if
WMI
Preferred
Stock. As a result a Conditional
such subordination, the holders
WMI
became
to
subject
a bankruptcy
likely
anything,
substantially less
than they would have received had the Conditional
Exchange not
occurred.
The Series L WMI Preferred Stock The Series L
of
to
will
rank subordinate
WMI.
in
is or of
Preferred
Stock
will
be subordinate
and rank
junior
right
payment
other
for
WMIs indebtedness
sole
borrowed
for
money and indebtedness
evidenced
by
of
notes
securities.
in
of
Because the
source
funds
payment
of
respect
the Depositary subordinated
Shares
the Series L
WMI
Stock
Preferred
Stock, the Depositary
Shares are effectively
the same basis
as
on
the
Series L
WMI
not
of
Preferred Stock. The terms
the Depositary
incur
Shares and the Series L indebtedness.
WMI
Preferred
in
will
limit
any way WMIs
to
ability
additional
be
to
The Series L WMI Preferred Stock
to of
all
will
structurally
subordinated
obligations
WMIs
as
subsidiaries, and
a holding company,
WMI may
require cash from its subsidiaries
make
to
payments with respect
the Series
L WMI
Preferred Stock.
its its
WMI
is
holding
company
that
conducts
operations
through
operating
subsidiaries
and
on
relies primarily
dividends
and proceeds from intercompany

for
transactions
and loans from those

equity securities,
to
be its
to
subsidiaries
meet
obligations
payment
its
with respect restrictions
outstanding
any the
and
which
may
to
of
all
subject
(
contractual
and
regulatory
will
restrictions. Accordingly,
to
not
all
WMI
to
Series L
existing
WMI
of
Preferred Stock
and thus the Depositary

subsidiaries.
Shares)
be
structurally
subordinated
and future
liabilities
WMIs
Holders
Depositary
with
Shares should look only
the assets Shares.
WMI, and not any
subsidiaries, for
payments
respect
to
of
its
the Depositary fund dividend
be
to
its
If
in
of
payments
respect
the
Series L
WMI
Preferred Stock.
of
it
WMI
unable
obtain
cash from
subsidiaries
may
unable
Upon
the occurrence
a Conditional
Exchange, the holders
of
to
is
the Depositary
Shares
will
not
as
of
have the benefit

Securities.
the
same
favorable covenants
the Series 2006-
C Company
Preferred
of
Upon the occurrence

benefit
a Conditional covenants
Exchange,
of
the
holders
the Depositary
Preferred
Shares
will
as
from the
same
favorable
the Series 2006-
Company
Securities.
WMI
to
is
not obligated
pay dividends
on the Series L
WMI
Preferred
Stock and dividends
on
these securities are not cumulative.
on
to in to of
of
Dividends
the Series L
Preferred
Stock are not cumulative.
Consequently,
if
WMI
of
of
the board
directors Preferred
WMI
for (
on
of
WMIs Board
Directors) the
does not declare dividends
the Series L
WMI
be
entitled
Stock
any quarterly period,
of
holders
the Depositary
Shares would not

available.
or
or
any such dividend
whether
not funds are
subsequently
become
in
of
Directors
that
it
WMIs Board
may
determine
would be
WMIs best interest
to
pay less than

for
the
full
amount
the stated dividends
on the Series L WMI Preferred Stock
or
of
no dividends
any
by
be
quarter
if
even
funds are available. Factors
that
would
considered
WMIs Board
of of
Directors current
making this determination are WMIs pending

legislation
financial
condition
and capital needs, the impact

tax considerations,
and
and
regulations,
economic
conditions,
and such
other
factors
of
as WMIs Board
Directors
may deem
relevant.
28
all
if
proceeding
after
Exchange,
the Depositary
Shares would
receive,
of
to
In
Return
WMIPC_500002117.00040
CONFIDENTIAL
There
no active trading market
for
Series L
WMI
or
is
Preferred Stock
the Depositary
Shares
and such trading market may never develop.
be
The Series L
WMI
to on
Preferred
Stock
listing
and the Depositary
Shares
will
new issues
of
securities.
or
WMI
does not
intend
cause the
quotation
the Series L
WMI
Preferred Stock system. The the Depositary
or
of
the
Depositary
Shares
any securities
exchange
or
automated
dealer quotation a market
Initial
Purchasers are under
obligation
and
not intend
liquid will
make
be
in
no
do
to
to
Shares. Shares and
Consequently, the underlying
unlikely
that
active
and
trading public
market for the Depositary
or
Series L market
WMI
Preferred
Stock
develop
maintained. The lack
of
liquidity
of an
of
of
active
trading
could adversely
affect
ability
the holders
Depositary
Shares
to
dispose
such shares.
In
addition,
neither
the Depositary
Shares nor the Series L under the Securities
WMI
Preferred
Stock represented by
or
be
such shares have

securities within
offer,
will
registered
Act and
Act.
will
be deemed
to
be
restricted
will
of
of
the meaning
sell,
Rule 144
the Securities
Holders
of
Depositary
Shares
not
be able
pledge
or
to
otherwise
transfer
the Depositary
Shares other than:
qualified
institutional
buyer within the meaning Rule 144A;
Rule 144A
the Securities
Act
in
to
of
of
transaction
complying
with
in
an
otherwise
Securities
accordance
with
applicable
exemption
from the registration
requirements
of
the
Act;
or
to
WMI
one
of
or
WMIs
affiliates,
in
in
and
any case,
accordance
with
exemptions from any applicable
or
state
securities
blue sky laws.
These
for
restrictions
on
transfer
may
an
of
inhibit
the development impact

the
active
and
liquid
trading
market
the Depositary
Shares and may adversely
market price
of
such shares.
Risks Relating
to
the Mortgage
Loans
of
substantial portion Concurrent
the Option
ARMs may
experience
Negative Amortization. from University

After
with this offering,
the Company
will
receive
through
contributions
be
Street
portfolio
Option
which
will
create Asset Trust
II.
and
ARMs
used
an
to
of
WMB
an
initial
on
be
fixed- rate
period,
the mortgage interest rate
each Option
ARM
will
adjusted
note.
monthly
to
equal index the
in
of
the
rate
sum
to
index
and the per annum
rate specified time.
each mortgage
The Option
ARM
changes monthly, and may increase through

pay a minimum monthly payment between the balance
fully
The Option
less
ARMs
also grant
borrowers
option
that
typically rate
than the
fully
indexed interest rate,

rate
which case the difference
indexed
and the minimum monthly payment amount

referred
would
added
the principal
the loan. This additional
generally
negative
amortization.
at in
for
possibility
particularly
of
to
was
originated
a time when the
value
the index was low relative
historical values.
Many
in
factors,
including
changes
U. S.
of
economic
conditions
and monetary policy
the
Federal Reserve
System,
may
lead
increases
in
to
the index. the minimum monthly payment
addition,
during the
first will
five
years,
may
by
In
not increase
at
than specified the

first
amounts,
and
of
all
not increase
during the
first
year
this
the mortgage.
Even
after
year,
when the minimum monthly payment may
increase,
adjustment
may
not be enough
to
to
raise
the minimum monthly payment
the amount necessary index and the margin
to
pay the interest due on the Option
the
still
applicable less
effect.
of
If
ARM
based on the sum

increases,
is of
in
the minimum monthly
payment
but
than the amount
to
interest
due, there
will
continue
be negative
to
amortization
if
the mortgagor chooses
pay the minimum monthly payment.
29
if it
more
Increases
the related index are a significant
any Option
ARM,
as
be
to
of
to
is
in
is
or
an
it is
Return
WMIPC_500002117.00041
CONFIDENTIAL
Negative
amortization
can increase
toof
both the likelihood
default,
and the
severity
losses
the event
a loan default.
result loan-
negative amortization, Option value ratios. The result could
Asset Trust
likelihood
in
be
may
the future have increased
increase
the
default
because the mortgagors
principal obligation
increased.
addition,
when
interest
due
Option
ARM
of
to
is
added
the principal
balance
such Option
ARM
there
through
for
negative amortization, the
of
mortgaged
property provides
proportionally less overcollateralization
the repayment
greater
such Option
that
on
be
if
ARM.
will
Therefore, incurred
the mortgagor defaults
an Option
ARM
of
is
likelihood
will
a loss
upon the
liquidation
the mortgaged
property.
Furthermore, the loss negative

amortization.
be
of
larger
than would otherwise could adversely

Securities, liquidation affect
have been recognized
in
the absence
These losses
to of
to
to
the funds available
pay dividends
the holders
including
the Series 2006-
Company Preferred
to
or
Securities,
return
investors
the
The
without
interest
accrued
and due
an Option
ARM
may
is
on
if
amount
of
Securities
the Company were liquidated.
considered
interest
income under
US GAAP
of
the
to
respect
any negative
amortization that
occur.
As a
result,
the reported financials

result,
Company may
include
non- cash income related
to
negative amortization. As a
including
funds available
of
to
to
pay dividends
the holders
Securities,
the Company
differ
the Series 2006-
C
II
Company
Preferred
could materially
from income actually
received
from Asset Trust
as
by
reported
the Company.
in
The Mortgage Loans

negatively
affect
the Companys
to
Portfolio
are subject
economic
conditions
that
could
the value
the collateral
securing
such Mortgage Loans and/
or
of
the results
of
the Companys operations.
or
of
The value
the Mortgage could
Loans underlying
the
Companys
Portfolio the
and/
the results
of
the
Companys operations
local
affected
various conditions
in
by
be
economy, such as:
and
other
economic
conditions
affecting
real estate
and other collateral
values;
sudden from
unexpected
attacks
changes
in
or
economic
conditions,
including
changes that might result
to
terrorist
and the United States
response
such
attacks;
of
to
the
continued
financial
stability
a borrower and the
borrowers
ability
make
loan principal
divorce, illness
and interest payments,
which may be adversely
by
affected
job loss, recession,
or
personal
bankruptcy;
and
to
or
interest
rate levels
and the
availability
credit
refinance
loans
prior
to
of
at
maturity.
in
The HELs two

states,
the Companys
Portfolio
that
are held through
Asset Trust could
are concentrated
in
and adverse conditions
in
those states,
particular,
have a negative impact
on the Companys operations.
in 1,
as
of
As
balances)
November
2006, approximately 79.6% ( the Companys

Portfolio
a percentage
of
such Loans principal
in
of
the HELs
were
located
Texas and California. Because
in
in
of
the concentration
the Companys
interest
those states,
likely
the event
of
adverse economic
in
conditions
those states, the Company would

Portfolio
of
experience
higher rates
loss
and delinquency
if
on the Companys
Additionally,
than
the underlying
Portfolio
HELs
were more geographically
diversified.
in
to
the HELs
the Companys
may be
subject
a greater risk
of
default
than other
in
or
of or
comparable
natural
mortgage loans
the
event
of
adverse economic,
political,
business developments
hazards that
may
affect
Texas and California, and the
ability
property owners
or
of
commercial
in
to
borrowers
those states
make
of
payments
principal
and interest on the underlying
mortgage
to In
in
or
of
loans.
ability
the event
any adverse development
natural disaster Preferred
those states, the Companys could be adversely
pay dividends
on the Series 2006-
Company
Securities
affected.
30
in
an of
to
on
In
is
II
As a
ARMs
owned
by
of
in
of
of
Return
WMIPC_500002117.00042
CONFIDENTIAL
Portfolio that
in
in
trated impact
California,

operations.
in
that state,
particular,
could have a negative
on
of
the Companys
as
As
November
14, 2006, approximately 76.47% (
a percentage
of
unpaid principal
II
The Option
ARMs
in
the Companys
are held through
Asset Trust
are concen-
balances)
in
in
of
the
Option
ARMs
the Companys
Portfolio
were
located
California.
Because
of
the concentra-
in
in
tion
the Companys the Company than
interest
that state,
the event
adverse economic
in
of
of
conditions
those
states,
would
likely
experience
higher rates
loss
and delinquency
diversified.
on
of
the Companys the
in if
Portfolio
the underlying
Option
ARMs were more

be
geographically
Additionally,
Option
ARMs
the Companys
Portfolio the
may
of
subject
of
to
greater risk
default
than other
in
or
comparable
natural
mortgage loans
event
adverse economic,
political,
business developments
hazards that
may
affect California,
and the and
ability
property owners
or
of
commercial borrowers
of in
on
of
to
that state
make payments
or
development
principal
interest
the underlying
mortgage loans.
In
the event
in
or on
any adverse
natural
disaster
that state,
the Companys
to
ability
pay dividends could
Securities,
including
the Series 2006- C
Company
Preferred
Securities
be
adversely
affected.
31
Return
WMIPC_500002117.00043
CONFIDENTIAL
CERTAIN
INFORMATION
CONCERNING
WMB
General Washington operating Mutual Bank
WMB) Home
is
savings
association,
chartered
and
under the United States
Owners
small
Loan Act
business
of
1933, as amended.
WMB
by
engages
mortgage banking, consumer

association,
banking
and
banking.
WMB, as
to
has the authority
make
of
various types
loans, including loans,
loans secured
homes and
commercial real estate, secured
and unsecured
consumer
and secured and unsecured

regulation
in
the
is
commercial loans. As a federal savings
to
association, with
WMB
of
subject
and examination
its
U. S.
the
is of
Office
Thrift
Supervision
( together
any successor
regulator,
the
OTS),
primary
regulator.
WMB
an
indirect
wholly- owned
subsidiary
WMI.
or
be
on
The
Trust Securities
will
exchangeable,
without
the approval
any action
the part
for
of
of
of
holders
such securities,
Depositary
Shares under any
the following
circumstances,
each
as
an
to
is
which
referred
Exchange
Event: under the OTSs

prompt
WMB WMB
the
becomes
undercapitalized
corrective
action
regulations;
or
placed into conservatorship
receivership;
in
or
is
OTS,
its
sole discretion,
anticipates action
that
WMB may
become
in
undercapitalized
the
near term connection
takes supervisory
directs
that limits
the payment
dividends
WMB,
and
therewith,
such exchange. each Trust Security be
of
Upon occurrence
automatically
an Exchange Event, the OTS may

for
direct
that
exchanged
like
amount
of
Depositary
Shares.
Capital Adequacy
to
is
WMB
measures
subject
OTS
capital
requirements. The capital adequacy
requirements are quantitative
by
established
OTS
as
to
regulations
that require
WMB
maintain minimum amounts core and

total
and
to
capital.
The OTS
requires well
maintain minimum ratios
capital
to
of
of
WMB
risktotal
as
to
weighted
assets.
assets,
core capital
regulations
adjusted
Tier
total
assets and tangible
to
capital
adjusted
Under applicable
OTS
capital
and
core
capital
have the
same OTS
of
ratio
meaning.
Federal law and regulations establish
minimum
capital
standards,
and under
total (
the
regula-
is
to
of
tions,
required
i)
have a
leverage
risk-
ratio
core capital
to
adjusted
assets
iii)
at
WMB
ii)
(
least
of at
of
of
at to
4.00%,
capital
a ratio
core capital
total
weighted
assets
(iv)
least
4.00%,
of
total total
of to
risk- weighted
assets
least
8.00% and
to
of
ratio total
tangible
capital
adjusted
at
assets
least
total
1.50%.
savings
its
associations Financial
adjusted
filed
assets represent the
the savings
associations
assets on
Thrift
Report
(
with
OTS
less
assets
of
non- includable and
subsidiaries, goodwill
and other intangibles
assets
of
exclusive
mortgage
servicing
rights
purchased
ships
credit
card relationships), disallowed
servicing
assets and purchased
credit
card relationflow
and accumulated
on
gains
( losses) risk-
certain
available- for- sale securities

for
and cash
hedges.
of
in
ratios
by
or
of
For purposes
determining
weighted
assets
the risk- based capital ratios, the book value
of
each
the savings
associations
on- balance from
sheet assets, and a portion
of
certain
off-
balance
sheet
items and exposures, government
are weighted
0%
100% based on
at
weighted
risk
broad categories.
For instance,
debt obligations
are generally
risk-
0%; certain
qualifying residential
mortgage
on
at
loans
one- to-four family dwellings assets are generally

risk-
are generally
weighted
50%; and commercial

sheet items
into
( including
loans and
letters
at
most
credit,
lent
other
weighted
100%.
Off- balance
loan commitments, swaps and other derivatives)

for risk-
are converted
on- balance
like
sheet
equiva-
amounts
risk
based
capital
purposes,
then assigned
a risk weight
other
assets.
The
to
capital
weighting
assigned
certain
asset-
backed securities
may vary from 20%
to
200%
credit
depending
on
credit rating.
Subordinated
in
residual interests
retained
asset securitizations,
in
enhancement
and forms
recourse can result
higher capital charges
or
of
deductions
from capital.
32
of
U. S.
to
of
of
by
Return
WMIPC_500002117.00044
CONFIDENTIAL
as
of
For purposes
the
OTS
regulations,
total capital includes:
defined
the
sum
of
is
core capital and

(
supplementary capital.
related surplus); qualifying
Core
capital
generally
common
shareholders
equity
which includes
noncumulative
perpetual
preferred
stock ( which
includes
related surplus);
and
include
in
of
minority interests
the equity accounts
consolidated
subsidiaries ( which
may
as
such instruments
qualifying
REIT
preferred
stock and the Company

certain
limits
Preferred Securities). Suppleperpetual hybrid
to
mentary capital generally

preferred capital stock;
includes
( subject
and sub- limits): cumulative and money market

notes);
maturing capital instruments; Dutch

(
auction
preferred stock; debt;
instruments
including
certain
mandatory
convertible
(
term subordinated
the
risk-
of for
up
of
savings weighted
associations assets);
allowance
loan
and lease losses
maximum
of
1.25%
of
to
total
up
to
and
45%
the pretax net unrealized

capital capital
gains
available- for- sale equity only
securities capital. defined,
investments.
Supplementary
permitted
count towards
one- half
Tangible
of
to
is
total
to
Both core capital and tangible
are subject
various deductions.
capital
as
generally,
common
certain
stock and retained earnings, noncumulative nonwithdrawable

other
perpetual
preferred
stock
and
retained
earnings,
accounts,
and
in
minority interests
fully
consolidated
subsidiaries ( which certain
includes, intangible
among
instruments,
the Company Preferred Securities), less enhancing

interest-only strips
amounts
for
of
assets, servicing
assets, credit-
and
in
investments
stringent certain
( both
equity
and debt)
certain subsidiaries.
Some
of
these deductions
are more
assets,
tangible
capital
than core capital, including
goodwill,
certain other
intangible
and
in
servicing
assets
excess
of
certain
limits.
Federal law and regulations also establish

capitalized, capitalized.
five
capital
categories
for
savings
associations:
well-
adequately
capitalized, association
undercapitalized,
significantly undercapitalized
and
capital
critically
under-
is
of
treated
its
well- capitalized
if
savings
as
its
ratio
total
to
risk-
or
is is
weighted
its
assets
ratio
10.00% 5.00%
specific
total
more,
ratio
core capital
risk-
weighted
assets
6.00%
or
is
of
to
more,
or
is
a
In it is
leverage
more, and
level. risk-
not subject
any federal supervisory agreement

capitalized,
order
to
directive
meet a
ratio
to
capital
order
be adequately
any savings
association
of
to
of
must have a
capital
weighted
assets
(
not less than 8.00%, a
of
ratio
core capital
risk-
weighted
assets
not less than 4.00%, and
it is
to
of
in
unless
the most highly- rated category)
leverage
ratio
not less than 4.00%. Any savings

will
is
of
association
that
neither well- capitalized association with
nor
adequately
equity ratio
capitalized
be considered
undercapitalized.
critically
Any savings
tangible
2.00%
or
of
less will
be considered
undercapitalized.
Undercapitalized
savings
associations restrictions,
are subject
to
certain
prompt corrective
action
require-
as
ments, regulatory controls
and
which become more extensive
an
association
becomes
on by
undercapitalized.
Failure
comply with applicable and lead
capital
requirements,
in
unremedied, would result

against
to
its
restrictions
activities
regulatory directive
enforcement
actions
to,
WMB
including,
but not limited

capital levels.
the issuance
to
of
capital
ensure the Act
of
maintenance
required
The Federal Deposit Insurance
Corporation Improvement
action with respect
of
to
1991
requires
the federal banking
regulators
take prompt corrective

capital
or
depository
institutions that
do not meet minimum

its
filed
requirements. Additionally,
FDIC
OTS
be
approval
any
regulatory application
for
review may
dependent
on
of
compliance
with capital
requirements.
In
addition,
the
OTS
that
to
from time perceived
time may impose higher specific capital requirements on any have risks, exposures,
credit concentration, rapid
to
savings
other
association
growth could
to
circumstances
warranting
special
attention.
Failure
satisfy
such a capital directive
an
as to
subject available
association the
civil
money
penalties, that
judicial
enforcement
association
and
administrative
remedies
as
to
OTS,
well
finding
a savings
is
undercapitalized.
to
at
Whether
becoming
for
would ever be determined by the
in
undercapitalized
the near
of
OTS be undercapitalized term thereby triggering the exchange

other matters.
risk

regulations,
Depositary
Shares could be
quality potentially typically
influenced
not only by the OTSs capital adequacy
of
WMB
or
by
also
the regulators
credit
interpretations
and judgment on
For example, the OTSs views

capital status.
or
on asset
other
could affect a
thrift
savings
associations
Among
things,
the
OTS
evaluates
asset quality, loan loss reserves
and procedures
during
33
or
but
to
is
if
more severely
WMB
to
or
to
Return
WMIPC_500002117.00045
CONFIDENTIAL
periodic
regulatory the
examinations
each federal savings
If,
association.
following
such
its
an
and
of
examination
in
or
to
otherwise, credit
OTS
(
discretion
were
for
to
its
require
WMB
significantly
increase
reserves reduce allowance
WMBs
for
i.
against
losses
e.,
the allowance
loan and lease losses), this could potentially
retained earnings
and
regulatory
capital.
As noted above, a savings
associations
up
to
is
loan and lease losses
includable
within
supplementary
capital
only
is
limit,
not
included
in
at
all
core capital.
The
positions
OTS
(
has proposed on- and
to
require
savings
associations
that
have certain aggregated

associations
covered
including
off- balance
sheet positions
positions
in
the savings
trading
account
in
or
and
foreign
exchange
and commodity
whether more,
not
the trading account)

capital
equal
of or
or
or
10
of
percent
risk
more
their
total
assets
$1
to
billion
maintain regulatory agencies
against
the
market
capital
trading
positions.
The
other
federal
banking
already impose a market risk
requirement for their regulated the potential

associations
entities
( bank
holding companies
and
banks).
WMB
and
WMI
are assessing
impacts
of
the proposed
market risk capital rule.
A
ized, other
of
savings
regulatory capital
status,
and the
risk
being deemed
undercapital-
could also standards.
affected
other
developments
future
changes
in
by
by
or
be
regulatory
capital
and
to
and
WMI
continue
actively
follow
the progress
of
WMB
the
U. S.
banking
risk-
agencies based
in
and the Basel Committee on Banking Supervision
developing
a new set
of
regulatory
on
capital
requirements. The Basel Committee
Banking
Supervision
a committee
of
is
bank superviincluding
by
sory authorities
established
the central bank governors
of
certain industrialized nations,
as
or
to
referred
Basel
Capital
Accord;
the
however,
potential
final
requirements have not been adopted.
WMB
and WMI are also

guidance
final
U. S.
II
the United States. The new requirements are commonly
The New Basel
on
assessing
believes
impacts
Basel
II.
Based
public
regulatory
to
of
date,
WMB
be
of
it
that
will
a required early adopter
Basel
II
requirements when
guidance
regarding
compliance
with
Basel
II is
released.
34
to
all
Return
WMIPC_500002117.00046
CONFIDENTIAL
for
The
regulatory capital
ratios
calculated
WMB,
for
along with the capital amounts and ratios required

action
and
ratios
the minimum regulatory
requirement and the minimum amounts framework
be
to
categorized
as
well- capitalized
under the regulatory
prompt corrective
were
as
follows:
September 30, 2006
for
Action Ratio
Minimum
Categorized
Well- Capitalized
Under the OTSs Minimum

Regulatory Actual Requirement Ratio
(
Prompt
Corrective
Regulations
WMB
to to to
Amount
Amount
Dollars
Ratio
millions)
Amount
Total
capital capital capital
total total
riskrisk-
weighted weighted
total
assets assets
(
. . . .
. .
.
. . .
$ 27,930
20,076 21,873 21,460
11.30%
8.12 6.47 6.35
$19,781
9,890
in
8.00%
4.00 4.00( 1.50
$ 24,726
14,836
10.00%
6.00 5.00
Core Core
adjusted
assets
leverage).
13,529
5,067
1)
16,911
to
n/
Tangible
capital
tangible
assets ( tangible
equity) .
n/ to to n/ n/
top-
as be
a
6.00 5.00
December
31,
2005
to
Minimum
Categorized
Well- Capitalized

Prompt
Corrective Action
Regulations
WMB
to to to
Amount
Amount
(
Ratio
Amount
Ratio
Dollars
in
millions)
Total
total total
riskrisk-
weighted weighted
total
assets assets
(
. . . .
. .
.
. . .
$ 26,219
19,350 20,787 20,331
11.50%
8.49 6.47 6.34
$18,240
9,120
8.00%
4.00 4.00( 1.50 2004
$ 22,800
13,680
10.00%
Core Core
adjusted
assets
leverage).
12,850
4,812
1)
16,062
to
n/
Tangible
capital
tangible
assets ( tangible
equity) .
as be
a
6.00 5.00
December
31,
Minimum
Categorized
Well- Capitalized

(
Prompt
Corrective Action
Regulations
WMB
tototo
Amount
Amount
Dollars
Ratio
millions)
Amount
Ratio
Total
total total
riskrisk-
weighted weighted
total
assets assets
(
. .
. . . .
. .
.
. . .
. . . .
$ 20,387
14,081 14,219 14,219
11.53%
7.96 5.35 5.35
$14,149
7,075
in
8.00%
4.00 4.00( 1.50
$ 17,687
10,612
10.00%
Core Core
adjusted
assets
leverage).
10,623
3,984
1)
13,279
to
n/
Tangible
capital
tangible
assets ( tangible
equity) .
as be
a
1)
The minimum leverage

excellent rate,
is
ratio
guideline
liquidity,
3%
for financial
institutions
that
do not
anticipate
significant
growth
risk
and
that
have
well- diversified risk,
asset
quality,
high
good earnings,
effective
management
and monitoring
market
and,
in
of
general,
are
considered
strong banking
organizations.
35
Return
WMIPC_500002117.00047
CONFIDENTIAL
Benefits
to
WMB
to
has confirmed
The
OTS
WMB
that
the Series 2006- C

will
Company Preferred
of
Securities
and
Outstanding
applicable
Company
Preferred
Securities
constitute
core capital
WMB
under the OTSs
regulatory
capital
regulations.
USE OF PROCEEDS
in of of
The
to
Trust will
use the proceeds
the sale
this Offering,
expected
like
be
approximately $ 500,000,000,
net
underwriting Securities,
commissions,
purchase
will
from
Series 2006- C Company the conveyance from
Preferred
which the Company
in
of
to
issue
WMB a WMB
of
to
amount
exchange
for
of
of
WMB
portfolio
Option
ARMs. The
Securities
WMI
to
Group
will
use the proceeds general corporate
of
from the sale purposes,
the Series 2006-
Company Preferred
the Trust
of
which may include the repurchase
WMIs
common
stock.
36
for
Return
WMIPC_500002117.00048
CONFIDENTIAL
THE TRUST
Washington Delaware Mutual Preferred Funding
Trust ( the
( the
is
II
Trust)
a statutory
trust
created
under the
as
Statutory
Trust Act,
amended
Trust Act),
pursuant
a certificate
of
to
trust filed with
the Secretary
State
the State
Trust will
Delaware
its
and the execution existence

(
trust
agreement
the Trust
4,
December
2006.
The
continue
trust
from and after the closing
of
this Offering
pursuant
amended
and
as as
an
to
so
restated
agreement
amended and
restated, Trust
the
Trust
Agree-
by
ment),
be entered
( the
into
and among the Company,

Trustee),
grantor,
Wilmington
Company,
property trustee
Delaware
Property
and Wilmington
Trust
Company,
as
Delaware
trustee ( the
as
of
of
Trustee),
the date the Trust Securities
are issued. The rights
the holders are
of
the
as
Trust
to
Trust Securities,
including
economic
rights, rights
information
and
voting rights,
set forth
the Trust Agreement
and the
Trust Act.
to
Trust
generally limits
the Trusts
i)
The Company
Agreement
activities
holding
the Series 2006dividends
C
and
by
iii)
Preferred
Securities,
ii)
issuing
passing through
on
to
redemption
and
liquidation
payments
paid
iv)
the Company
the Trust
the Series 2006incidental thereto.
C
The
Company
Preferred
Securities
and
performing functions
necessary
or or
prohibited
from issuing other equity securities
any debt securities under
engaging
in
or
is
any other Income
activities.
Subject
the limitations and assumptions described

will
U. S.
to
Certain
Federal
Tax Considerations, the Trust purposes,

with
be
as
treated
a grantor trust for United States federal income tax
as
be
of
Trust Securities
will
treated
beneficial tax
owners
of
the
Series 2006Series
Company Preferred
Securities located
will
be the
of
C 2006- C
Company Preferred
for
Securities

only
purposes.
The
assets
the Trust. The principal Washington 98101.
be
of
at
executive
offices
the Trust
will
1301 Second Avenue,

North,
Seattle,
The
of
is
office
the Delaware 19890.
Trustee
Rodney Square
1100 North Market

available
Street,
Wilmington,
be
Delaware
Copies
the Trust Agreement

to,
will
upon request
to
of
WMI.
As
Trustee
in,
set forth
will
and
subject
the Trust Agreement, the Property Trustee and the Delaware
to
have exclusive
and complete
hold title
authority
carry
out the purposes
of
the Trust.
to
The Property Trustee
will
the Series 2006-
Company
the
Preferred
Securities
will
for
the
to of
of
benefit
the holders
all
and, as such holder,
Property Trustee
have the
to
power
exercise
Securities
rights,
powers and
privileges with
respect
the Series 2006-
Company
maintain
Preferred exclusive
under the LLC Agreement.
In
addition,
the Property Trustee
will
control
a segregated
noninterest bearing bank account

Preferred Securities for
hold
payments
made
of
the
of
respect
the Series 2006-
Company
the benefit
of
the holders
Trust Securities.
or
to
Pursuant
the Trust Agreement,
charges
expenses
of
all
the Trust other
than payments
of
required under the terms

Trustee,
including
the fees, charges
and expenses
of
the
will
or
in
be
of
to
Property Trustee, the Delaware
the Registrar,
provided,
the Transfer Agent

that
any Paying Agent,
or
all
cause
be
paid
such
fees,
charges
and expenses
or
to
if
paid
caused
be paid
the Company;
however,
the Company does not pay
can pay such fees, charges

against
and expenses only
of in
a manner that would allocate such fees, charges

the
and expenses
the interests
of
the holders
Series L Company
Preferred
Stock,
WMB
or
will
pay such fees, charges
and expenses; provided
further,
it is if
however, that
for
the
Property Trustee
liable
the Delaware
Trustee incurs fees, charges
expenses
Registrar
which
not otherwise
under the Trust Agreement,
the Transfer Agent incurs fees, charges
expenses
for
which
or it if is
the Paying Agent, the not otherwise

liable
or
in
or
under the Agency Agreement, person, such holder
each case
will
the request
a holder
Trust Securities
or
at
of
of
or
other
person
be
liable for
such fees, charges
and expenses.
is
to
The
information with Act,

full
respect
will
the Trust that
required
by paragraph
i) of
( d)(4)(
Rule 144A
to
or
other
be
available
upon request
until
the earlier
in
37
ii)
the redemption
or
of
i)
the Conditional Exchange.
of
or
by
to
in
as
to
on
of
of
of
of
of
Return
WMIPC_500002117.00049
CONFIDENTIAL
THE COMPANY
Washington Mutual Preferred Funding
LLC
( the
Company)
is
a Delaware
limited liability
company
( the filed
formed
February
2006 under the Delaware

limited liability
Limited Liability
Company
of as
on
3,
Act,
amended
formation
LLC Act), with
an
to
pursuant
initial
company agreement The
and a
certificate
in of
of
of
the Secretary and restated
State
the State
Delaware.
with
limited liability
company
agreement
was
in
of
its
amended
Preferred
entirety
connection
the issuance
the Outstanding
Company
with
Securities
March
2006, and
will
further
amended and upon
in
on
be
7,
restated
connection
the issuance
the Series 2006-
Company Preferred
the
Securities
their
issuance
or
on
of
about
as
December
13, 2006 (
so
amended,
LLC Agreement).
to
generally
i)
The LLC Agreement Company

securities Preferred
limits
the Companys
activities
issuing
the Series 2006- C
Securities,
( the
the Outstanding
Company
Preferred
Securities additional Eligible
and the common

Parity
of
the
Company
Class
Company Common
ii)
(
Securities)
and
Equity Securities
including other
and
of
Junior
Equity Securities
I
the Company,
Certificate
acquiring Trust
and
holding
Investments,
( which,
the Asset Trust than Permitted the completion accordance
II
A Trust
and Asset
Class
A Trust
in
Certificate
be
of
Investments,
will
the sole Eligible Investments

other transactions
the Company
immediately after
therewith)
this
Offering
and the
policy
contemplated
connection
or in
as
of
with the
(
investment
described
Business
incidental
the
Company Assets
to
of
iii)
Company and
performing functions under Certain
necessary
thereto.
Subject
the limitations and
U. S.
assumptions described
Federal Income
Tax Considerations, the Company
as
intends
treated
partnership
other
as
be
to
partnership
taxable
a
action,
for
in
the
of
corporation)
The Company may not take any
permit any action
be
taken,
that
would cause the Company
fail
treated
a partnership
so
as
United States federal income tax purposes

series
for
long
any Company Preferred
of
Securities
any
or
as of
are outstanding,
except with the consent

Preferred
affirmative voting
vote
the holders
of
at
least
two- thirds
of
of of
all
the series
office
Company
Securities,
together
Inc.,
single
class.
The
principal Seattle,
executive
the Company
is c/
o Washington
Mutual,
1301 Second Avenue, upon request
be
Washington
98101.
Copies
will
the LLC Agreement
to
of
will
available
WMI.
the effect
that,
The Company
receive
the opinion
Mayer, Brown,
will
Rowe & Maw LLP

not treated
an to
of
for
United States federal income tax purposes,
the Company
as
be
association
taxable
as
as
a corporation
as
or
publicly
traded partnership
taxable
corporation.
Capitalization
an
of
of
Upon completion
sity
this
Offering,
University
Street,
Inc.,
indirect
subsidiary
WMB
Univer-
to
of
Street), will
continue
hold
(
the Company
Common
Securities,
representing
100%
of
all
the
in
to
of
of
voting
rights
the Company
Securities
subject
the
limited voting rights Preferred
holders
the Series 2006-
Company
Preferred
and
other
Company
Securities
described
under Description
of
the
Series 2006this
Company
all
Preferred
Securities Voting Rights and Covenants).
Upon compleTrust I
will
of
of
all
tion
will
Offering,
the Trust
will
hold
the Series 2006-
Company
Preferred
Securities.
to
continue
hold
all
the Series 2006- A
Company
Preferred
Securities,
and
WaMu Cayman
to
continue
hold
the Series 2006- B Company Preferred
Securities.
38
for
as
be
to
to
to
or
Return
WMIPC_500002117.00050
CONFIDENTIAL
as
of
of
The
Offering, closing
following after
table
illustrates
the expected
capitalization
the Company
the closing
Securities
on of
this
of
to
giving
effect
the issuance
the Series 2006-
Company
Preferred
the
date:
As
of
the
Closing Date
(
Unaudited)
Series 2006Series 2006Series
A B 2006- C
Company Preferred Company

Preferred
Securities Securities Securities

.
. . . . . .
. . . . . . . . . . . . . . .
$1,250,000,000 750,000,000 500,000,000 5,208,022,354 $7,708,022,354
Company Preferred
Securities
. . . .
.
Company Common
. . . .
.
. . . .
.
. . . .
Total Capitalization
. . . .
. . . .
. . . . .
of
Business
the
Company
of
Assets
the
Company
with
connection
the offering
the Trust
Securities
and
WaMu Cayman
for
in
the
In
of
Securities
March
in
to
of
2006,
WMB
in
conveyed
portfolio
HELs
the Company
University
exchange conveyed
100%
of
the Outstanding
Company Company
University
Preferred
Securities.
Concurrently,
Street
portfolio
HELs
by
to of
of
the
for
exchange
the Company
Common
of
Securities.
The
portfolios
conveyed
WMB
and
Street
the Company consisted
HELs having
an
to
aggregate
principal
balance
as
of
approximately $ 5,389,459,150 Outstanding
January 31, 2006. Immediately upon the issuance the Company conveyed
for
of
Company
Preferred
Securities,
I
the assets received
by it
from
in
in
WMB
and University
I
Street
Asset Trust
Certificate
exchange
interests
Asset
Trust
represented Class
the Asset Trust
Class
A Trust
and a second
certificate
( the
Asset Trust
R
I.
Trust Certificate),
which the Company
transferred
WMB
as
to
described
under Asset Trust
of
1,
As
principal directly
November
2006, the Companys
of
assets consisted
in
of
balance
the aggregate,
held through
Asset Trust
the
I,
HELs
and $72,553,074
of
cash held
or
as
held through
Preferred
Asset Trust
I,
the case may be. Since
issuance
of
the Outstanding
in
Company
Street
Securities
March 2006, the Company has paid cash dividends
to
University
in
Securities
the aggregate
amount
of
$ 83,834,863.
The Companys
source
funds for those dividends

I
has been payments
by
of
of
interest
received
the Company through
it
Asset Trust coverage

Securities
on
HELs. The Company expects that these assets alone would permit
to
its
satisfy
and FFO
of
tests
described issuance
under Description
the Series 2006-
Company Preferred
Securities
for
the Series 2006-
Company Preferred
as
of
Ranking
Parity
Equity Securities.
of
Contemporaneously with this Offering,
will
convey a portfolio
Option
ARMs
and
to
WMB
to
the
the
in
for
of
Company
exchange
100%
of
the
Series 2006- C
Company
as
Preferred
Securities
University portfolio
by
the
to
a pool
Option
ARMs
will
Company
a capital contribution.
The
to
Option
ARMs 100%
conveyed
the Company
as of
consist
outstanding
will
in
of
principal
balance
Option Option
ARMs
ARMs
of
the aggregate
November
14, 2006. The

for
Company
in
by
it
convey
the
that
owns
Asset
II in
of
to
Trust
exchange
interests
Asset
II
II
Trust
represented
the Class

(
Asset Trust Class
the Asset Trust
Trust Certificate)
certificate
the Asset Trust

will
II
and a second
Trust Certificate),
which the
to to
to
Company expects
Securities for
transfer
WMB.
WMB
then
sell
cash
the Trust.
The
of
Eligible
Investments
( which
will,
this
Offering
and the
Certificate
in
of
transactions
contemplated
connection
therewith,
consist
the
Asset Trust
Class
A Trust
will
II
and Asset
Trust
Class
A Trust
of
Certificate
and Permitted Investments)
from time
to
time
by
II
of
Class A
generate
to
net income for payment
dividends
( and
the Company
for
the Trust as holder
of
the Series 2006-
to
Company
Preferred
Securities
consequently
pass through
by the
of
Trust
holders
the
39
of
Return
WMIPC_500002117.00051
CONFIDENTIAL
as
Trust Securities),
Trust
and
WaMu
as
of
to
Cayman,
holders
the Outstanding
Company
Preferred
of
to
Securities,
and
University
Street
holder
its
the Company
Common
Securities.
to
i) to
at
all
(
The Company
its
intends
manage
assets so as
all
iii)
will
times
in
to
ii)
maintain
exemption
to
to
to
maintaining sufficient
( including
FFO
to
allow
payments
respect
its
Company Act, be made with

(
result
the Company
Junior
at
times
Equity Securities
of
payments
University
Street
as holder
the Company
Common
Securities)
and
maintain the desired treatment
under the Code for the Companys
assets and obligations.
in
to
to
its
I
Current requirements under the Investment exemption

Qualifying
initially
Company Act mandate
that
order
its
maintain
from registration
as an investment
company, the
its
total
I
Company
at
Trust
must
limit
assets that are not
Interests
no more than 20%
of
to
assets
any time. The Company expects that
as
it
the distributions
receives
from Asset Trust
II
and Asset
of
will
holder
the Asset Trust

significantly Securities.
Class
II
A Trust
Certificate
and Asset
Trust
Class
A Trust
all
Certificate,
respectively,
to
exceed the amount required received

Qualifying
will
pay dividends
on
of
the series
Company Preferred
with
Cash
from the Asset Trusts and any Permitted

Interests,
(
Investments
purchased
such funds are not
and therefore funds received

with
from the Asset Trusts and retained
by
the Company the
be
limited
together assets
any other assets that are not Qualifying
Interests)
20%
Companys
total
any time. For this and other reasons,
in
at
the ordinary course,
or
of
of
to
the Company
it
will
distribute
substantially
it
expects that
University
the funds
receives
from the Asset Trusts
to
do and
the
all
all
Street,
as holder
the Company
Common
with
Securities,
the extent
permitted
in
to
accordance
with
the restrictions on dividends
respect
the
Company Common
Securities
such funds are not otherwise

Securities.
required
pay dividends
on any
of
to
series
the Company
Preferred
intends
invest
of to it
The Company
funds
receives
in
to
Permitted
Securities
of
to
Investments
prior
such funds being distributed
the holders
the Company
Common
or
or
of
other
Junior
Equity Securities
any
series
Securities.
The Company
the Asset Trusts
will
also
expects
that
over time the principal balance
the Mortgage Since

(
Loans held
decrease
a result
I
principal
payments
and
i) II in
as
of
payoffs.
accordance
of
with
the terms
the Asset Trust
Agreement and Asset

either
Trust
Pooling and
Servicing
Agreement, additional
ii)
assets
may
to
the
added
Asset
be in
be
to
Trust only Trust
very limited
distributed
(
by
circumstances
University
and
funds distributed
Company
rate
an Asset
may
will
as
Street
discussed
above and
by
to
the extent held
the Company
generally
when
in
to
invested
Permitted
Investments)
generate
a lower
return
will
than the Mortgage

decline.
Loans held
prior
the Asset Trusts, over time the Company
expects
that
FFO
to
Accordingly,
point
which the Companys
FFO
to
at
is
level
reduced
level that
would prevent payments
with
as
to
respect
Junior
Equity Securities
Securities) Eligible
( including
payments
of
its
University
Street
holder
the
investwill
Company Common ments

that constitute
the Company
intends
to
acquire
additional
income producing
Assets. Any additional serviced

to)
by
assets that are acquired

with
the Company
to
its
transferred additional
(
either
Asset Trust
in
or
be
to
accordance
the
the related Asset Documentation.
Any
by
Eligible
Assets that are acquired cases required

consist
Company
( such assets,
Additional
Assets)
in
of
of
may
but are not
obligations
Asset Subsidiaries. The terms

for
of
all
to
Asset Documentation
Additional
with
respect
any Additional
Assets
will
provide
the servicing
of
such
Assets. Assets means assets:
Eligible
a)
or
of
which
i)
are securities,
interests
other
obligations
an Asset
equity
Subsidiary
which are second lien
or
or
backed
collateralized
by
first
second
lien
closed end
home
or
loans, first
home
cial
of
equity
lines
credit,
mortgage loans on single family
or
multi-family
residences,
commerlocated
in
or
mortgage loans
other
real
estate
assets, that
each case,
with
respect
to
real
estate
in
the United States; provided, closed end
however,
or
lien
home
family
of
equity loans, first
Company may acquire and hold second lien home equity lines credit,
the commercial mortgage loans
or
first
second
mortgage
real
or
loans
single
multi-family
residences,
or
on
other
estate
in
in
not the
of
if
assets directly
the
Company
receives
an Asset Tax Opinion
connection
with
such assets
40
or
by
of
so
it is
of
to
to
Return
WMIPC_500002117.00052
CONFIDENTIAL
by
ii)
otherwise
satisfy the
Rating Agency Condition Manager;
and are approved
of
all
the Managers,
including
the Independent
which
will
serviced
for
and maintained
in
b)
be
accordance
include loans,
with
Asset
Documentation;
to
is
c)
the collateral
which
not permitted
under the related Asset Documenta-
or
tion
any
first
second lien closed end

loans
home
or
or
equity
first
second
lien
home
30
equity
lines
or of
credit, other
mortgage
real estate
on
single
family
multifamily
residences, commercial mortgage
loans
as
to
assets
cut- off
which the applicable
obligor
was more than
days delinquent
as
the applicable
date
or
of
transfer date;
d)
or
the collateral
for
which does not create
carry
any obligation
the Company
or
of
any
or
to
to
Asset Subsidiary
make
future
advances
facilities
loans other
any obligor with respect
to or
such collateral
or
of
under lines
credit,
revolving
loan
similar features;
and
in
the acquisition,
maintenance
other
and
servicing
which
will
not
in
e)
of
itself
connection
of
with
any
the
Companys
assets):
is
to
i)
cause the Company
be an
investment
company
that
required
to
register

ii)
Company Act;
of
United States federal income withholding tax
( including
cause the imposition
in
under Section 1445
the Code)
respect
payments
made
by
of
of
the
Company on any
of
series
the Company Preferred Securities;
iii)
cause the Company
treated
under the Code
as
be
to
publicly
traded partnership
as
taxable
a corporation;
in
as
cause the Company

for
treated
engaged
trade
business,
determined
to
cause income with respect
to
v)
or
constitute
unrelated
business
or
U. S.
taxable taxation
income for
federal
income tax purposes
gain subject
U. S.
to
net
income
under Section 897
of
the Code.
a)
to
Asset
Documentation
means
I
with
respect
Asset Trust
and the Asset and the
Trust
Class
Trust Certificate,
the Asset Trust
Agreement
related
Asset Trust
b)
to
II
Custody Agreement,
with
respect
Asset Trust
and the Asset

related
II
Trust
Class
A Trust
Certificate,
II
the Asset Trust
Agreement
and the
Asset
II
Trust
Custody Agreement,
to
c)
and
i)
with respect
any Additional
Assets, the documentation arrangements
governing
the maintenance
and
servicing applicable) ble)
such Additional any underlying
Assets and custodial
related thereto
and
to
of
the extent
(
to
ii)
collateral
related
such Additional
with
establishing
if
Assets and
applica-
in
any Asset Subsidiary created
connection
such
Additional
Assets;
provided
that
the
as
or
U. S.
be
to
iv)
A
I
execution
any such documentation,
the extent such documentation Pooling and Servicing

for
not substantially similar
be all
as
to
material
respects
the Asset
Trust I
Agreement
( with
such changes
may
or
necessary
to
desirable
reflect
the collateral
such Additional
including
Assets),
must satisfy the Rating Manager. Assets,
by
Agency Condition and be approved

Asset
of
all
the Managers,
the Independent
I,
Subsidiary
Trust
Asset Trust
II
means Asset
and, with respect
to
any Additional
for
an
of
to
entity
formed
with
the
purpose
holding the collateral and:
related
such Additional
Assets and making
to
payments
respect
thereto
the Company
all
in
a)
or
which the
Company
of
all
holds
substantially
the economic
interests;
b)
is
which which
established
and governed
pursuant which
to
Asset
Documentation;
is
is
not
an investment
company
required
to
c)
register
under the Invest-
ment Company
Act;
41
in
of
to
is
Return
WMIPC_500002117.00053
CONFIDENTIAL
d)
the establishment and operation
which
will
not cause the
Company
be
Act;
investment
company
to
is
that
required
register

will
Company
e)
of
the establishment and operation tax

( including
which
not cause the imposition
of
United States
in
of
federal
withholding
under Section
1445
the Code)
of
respect
payments by the
Company on any
of
series
the
establishment
and operation
which
will
be
of
to
f)
treated
as
under the Code
as
a publicly traded partnership taxable
corporation;
and be
treated
an
of
to
which
will
not cause the
Company
engaged
purposes.
for
in
as
or
U. S.
trade
business,
determined
United States federal income tax
an
to
Asset
Tax Opinion means, with respect
any assets,
opinion
of
counsel from nationally
recognized
tax
will
counsel
the effect that the acquisition
and ownership
such assets
by
to
of
the
in
in
or
Company
of
not
itself
connection
with
any
the Companys other assets):
by a)
in
of
United States federal withholding
tax
respect
of
payments
made
(
the Company on any series cause the Company

corporation;
of
the Company Preferred under the Code
Securities;
b)
be
as
to
treated
publicly
traded partnership
taxable
as a
or
in
as
cause the Company

for
treated
engaged
trade
business,
determined
Eligible
as
or
U. S.
be
to
c)
as
g)
of
to
Investments
means the Asset

I
Trust
Class A Trust Certificate, the Asset Trust
the Asset Trust
II
Class
Trust Certificate,
the Asset Trust
Class
II
Trust Certificate,
Class
Trust Certificate,
any other Eligible Assets and any Permitted Investments.
or
Permitted
Investments
of,
means one
more
the obligations
or
of
securities listed
below:
or or
as
a)
to
obligations
guaranteed
principal
and
interest by,
the United States are backed
America
faith
any agency
instrumentality thereof
when such
by
or
obligations
the
of
full
of
and
credit
the United States
of
America;
in
b)
a)
on
of
repurchase
agreements provided have,
obligations
described
clause
this definition
of
Permitted
Investments;
that
the unsecured
obligations
the party agreeing agreement
repurchase
such obligations
the time
of at
which the repurchase
is
at
entered
to
of
into,
of
one
of
the two highest short- term debt ratings such repurchasers unsecured
into,
each
the Rating Agencies;
and provided
at
further that
long-
term debt has,
the time
at
which the term debt ratings
is
repurchase
agreement
entered
one
of
the two highest unsecured
long-
of
each
of
of
or c)
federal trust that
funds,
certificates
deposit,
time deposits and bankers
acceptances America
of of
any
bank
company incorporated
under the laws
the
United States
or
of
of
any state;
in
or
of
provided
the debt obligations
such bank
trust
company
( or,
the case
of
the principal
of in
of
bank
date
a bank holding company

acquisition thereof
system, debt obligations
the bank holding company)
at
the
of
have one
of
the two highest short- term debt ratings
each
the term
Rating Agencies
and unsecured
long-
term debt has one
of
long-
of
debt ratings
each
of
d)
of
federal funds,
certificates
deposit,
time deposits,
demand deposits and bankers
of
acceptances
WMB;
or of
of,
e)
obligations
obligations
guaranteed
that
by,
any state
the United States
of
America
or
of
at
the District
Columbia; provided
such obligations
the date
for
of
acquisition
thereof shall
of
have one
the two highest longterm debt ratings available
such securities
from each
of
the
Rating Agencies;
42
Return
WMIPC_500002117.00054
CONFIDENTIAL
of
commercial
paper
any corporation
incorporated
under the laws
of
f)
the United States
or
on
of
America
any
state thereof,
which
the date
of
acquisition that long-
has the highest commercial

long-
of
paper rating
each
of
provided
the corporation has unsecured
of
of
term debt that has one Agencies;
term debt ratings
each
of or
the Rating
g)
or
securities that
other
than stripped bonds
at to
a
or,
stripped
coupons)
bearing interest
sold
by
of
discount America
available
are issued
any corporation
incorporated
under the laws

long-
the United States

ratings
or
any state thereof and have one such securities from each
of
the two highest
term unsecured
for
of
and
h)
of
any other category
investments
including
that satisfy
the Rating Agency Condition Manager,
and
by
is
would
of all of an
approved
the
Managers,
the Independent
subject
the receipt
to
the Company
Asset Tax Opinion with respect
such category
of
investments;
provided, extent that
however,
that
any
the investments
listed
above
will
not
be
of
i)
Permitted
Investments
that
investment
therein
would cause the outstanding
principal
amount
principal
of
Permitted
Investments
all
Eligible
by
to
of
are then held and

(
the Company
exceed
20%
the aggregate
amount
A)
to
ii)
Investments
any payments received with respect tax
any
of
the investments
with
(
of
listed
above
tax
be
to
must not
of
subject
withholding
any jurisdiction assuming
compliance
standard
up
documentation
requirements, unless the Company
entitled
full
gross-
on
an
to
is
after-
tax basis)
B)
to
of
with
respect
any such withholding
tax,
the
gain
from the disposition under section 897
such investment
section
or
not
subject
federal
income
or
U. S.
be
to
withholding
tax
will
1445,
federal
C)
respectively, withholding Securities.
the Code and
such investments
in
by
on
of
tax
respect
payments
made
the Company
of
any series
no
an
In
if
event shall
instrument
be a Permitted Investment
the instrument evidences such instrument such instrument.
U. S.
of
of
right
receive
only interest payments
with respect
the obligations
principal
underlying
at
has been purchased
a price greater than the outstanding
balance
in
P,
at
of
Rating
Agencies
means,
any time,
S&
Moodys
and
of
Fitch,
but
only
the case
each
for
of
none
them
providing
rating
the relevant security,

rating
including
the Trust Securities phrase
at
such time, purposes
as
then any
nationally
recognized
statistical
organization
that
defined
for
2)
is
Rule 436( g)(
Act,
which
rating
such
relevant
security.
Rating
Agency
Condition
means
written notice result
from each Rating Agency
confirming
that
the
in
or
proposed assigned
action,
change
modification will not
of
reduction
the
rating
then currently
by
such Rating Agency
to
Employees and Administration Agreement The Company and

Administrative
WMB
tax
have entered
into
an
Administrative
Services
Agreement causes
( the provided)
Services
legal,
Agreement) pursuant
which
provides
be
to
to
WMB
to
and
or
certain
accounting,
and
all
other
support services
the Company,
federal
assists
the
Company
U. S.
maintaining compliance
administrative,
with
pertinent
local,
state
laws and provides
necessary the
recordkeeping
and
to
secretarial
services
the Company. Under this agreement,

for
to
of
to
Company has agreed
reimburse the provider
such services
from time
time
the value
by
to
services
provided
such provider
the Company.
The Company
expects that any such reimburse-
ment
will
be
in
a de minimis amount.
The Company
that
will
maintain limited
liability
company records and
audited
financial
statements employees
of or
of
of
are separate
from those
WMI
and any
other
affiliates.
None
of
its
the officers,
in
or
of
Managers
acquired
the Company
to
will
have any direct
indirect
pecuniary
interest
any security
be
in
disposed
the
Company
in
or
or
by
of
any transaction
which the Company has an interest.
43
in
of
is
if
such agency
if is it is
rating
the relevant
at
security,
including
the
Trust Securities
the relevant time
or
to
to
by
the
to
of
Return
WMIPC_500002117.00055
CONFIDENTIAL
of
Management
the
Company
Managers and Officers
by
The Company Companys Board
will
be managed
a Board
of
Managers.
The LLC Agreement
provides
that
the
of
at
Managers
will
times be composed
of
all
three
members
( each,
a Manager),
or
is
of
one
whom
affiliate
of
the
not and has not been during the preceding
five
years an officer
employee
WMI
or
of
any
WMI,
other
than a financing
subsidiary ( the
Independent Except
Manager).
The Managers
will
serve
until
their
successors
are duly elected and qualified.
in
certain
circumstances
by
described
under
Manager
below, action
officers.
the Companys Board
of
Independent
currently
Managers
will
be by
majority vote.
The Company has nine
The persons who
serve as the Managers
of
and officers Position
the Company are:
Name
Robert Williams .
Peter Freilinger
.
and Offices Held
. . .
Manager Manager
and Senior Vice- President and Senior Vice- President
. . . .
.
J.
Kenneth
Bret
Uva
.
. . . . . . . . . . . . . . . . . . .
Independent
ViceFirst
Manager and
Chief Financial Officer
W.
Scott
.
President
Tim Cleary.
Jim Douthitt
. . . .
. . . .
Vice- President
Senior Vice- President

First
Doreen Logan
Paul Phillips. Jack Read
. . .
.
Vice- President
and Assistant Secretary
. . . . . . . . . . . . .
.
ViceFirst First
President
Vice- President Vice- President
Chad Smith
and Secretary and officers

its
affiliates.
of
Each
the current Managers

individuals
( other
than the Independent
Manager)
of
The
the
initial
or
or
of
Company are
Independent
who are
Kenneth
officers
employees
WMI
of
one
J.
an
is
is
Manager
Uva, who
employee
CT
Corporation.
Independent
Manager
in
Under the LLC Agreement,

the preceding
five
be
to
of
order
considered
independent,
a Manager
must WMI,
not, during other
or
or
of
years,
have been a director
employee
WMI
to
any
of
affiliate
than
or
of
direct
indirect financing
subsidiary
WMI.
assessing the benefits the Company
in
The LLC Agreement
of
requires that,
any proposed
of or
action
requiring his
her consent,
the Companys
Independent
including
Manager
take into account
of
interests
holders
both the Junior Equity Securities,

Securities. Preferred
Company Common
provides
Securities,
and the
any series
the
Company Preferred
The LLC Agreement

Securities,
in
of
that
considering
of
of
interests
the holders
the
Company
Securities,
any Junior Equity Securities
and any
of
series
Company Preferred
duties.
the Companys
Independent
Manager
owes
all
such holders
the
same
so
The LLC Agreement

outstanding, including
as
provides
that,
for
long
any Company Preferred Securities
are
by
be
to
of
certain actions
the Company
will
subject
will
prior
approval
all
Managers,
the Independent
Manager.
The Company
not be able, without
the the
approval
of
the
or
to
Independent
Manager,
i)
terminate,
amend
otherwise
change any
of
Companys Asset
not tax-free
or
or
is
ii)
Documentation
effect
consolidation,
merger
share exchange
to
that
the
holders
any series
the Company
unless such consolidation,
merger two- thirds
of or
of
of
share
all
or
by
of
exchange
was approved
the consent
affirmative voting
vote
the holders
of
at
least
as
of
series
addition,
if
the Company Preferred Securities,
together
a single class.
In
either
or
to
to
Asset Trust
fails
make
in
a payment
the Company
any payments
are not received
with
regard
of
of
any Additional
Asset
the
I
violation
the terms
will
the related Asset Documentation
on any scheduled
payment
date,
Independent Class
Manager
to
have the authority the Asset Trust
cause the Company, as the holder
the
Asset Trust
II
A Trust
Certificate,
or
of
any
44
to
Return
WMIPC_500002117.00056
CONFIDENTIAL
in
as
to
its
Additional
Asset,
applicable,
enforce
rights
such capacity
until
payments
have been
with
of
resumed and a year has passed since the date
the latest scheduled
payment date
respect
or
to
which the Asset Trust
the Additional
Asset failed
make a payment.
The holders
the series
Company
as
of
of
all
Preferred
Securities,
voting
together
single
class,
by
majority
vote
the votes cast on such matter
a meeting
properly called
and held
of by
or
of
at
written
by
instructions voting single rights class,
signed
the holders
to of
series
the
outstanding,
voting
together
fill
as
the
of
all
Company Preferred Securities Company Preferred Securities then

or
initial
of
representing
majority
the a
are entitled
remove the
any succeeding
existing
Independent
Manager
and
to
the
in
by
or
vacancy
created
such removal
fails
any other vacancy
the
of
office
the Independent
Securities
on
to
if
Manager
the Company
of
i)
pay
full
dividends
any series
Company Preferred
full
any Dividend
ii)
Payment Date,
any Trust Holder

Securities
fails
pass through
dividends
paid
by
on
Company
the Company
Preferred
held
the Trust Holder
the holders
of
to
the
Trust Holders
Securities
so
iii)
any Dividend Payment
or
on
Date
a Bankruptcy
irrespective
Event occurs. The
an
person
elected
will
deemed
test
Independent
right
Manager
will
or
be
be
he
of
to
by
on
to
whether
she
as
meets the independence
as
described
above. This
continue
for
long
any Company
of
Preferred
Securities
any series are outstanding.
or
Bankruptcy
Event means the Company, the Trust
i)

its
inability
becomes
or ii) to
in
or
or
or
to
is
its
insolvent
unable
pay
debts
fails
admits
writing
generally
pay
for
its
debts
as
or
they become due,
makes a general assignment,
arrangement
composition with seeking law
or
the
or
of
or its
it
benefit
creditors
or iii)
institutes
has
instituted
against
a proceeding
a judgment
other similar
or
insolvency
bankruptcy
creditors
any
other
relief
under any bankruptcy presented

its
for
insolvency
or
law affecting
rights,
petition
winding
or
up
is
liquidation.
Compensation
of
Managers and Officers Manager a reasonable

for
or
The Company pays the Independent
fee for his
her services
of as
or
a the
of
of
Manager
the Company,
at
plus
reimbursement
expenses
attendance
the
each meeting
or of
Companys Board
Managers.
As
Managers
and
officers
Company who are also
officers
for,
or
of
of
employees
WMI
one
its
affiliates,
the Company pays,
reimburse the related
affiliate
in
of by of
to
of
portion
the salary and benefits
any such persons
proportion
the estimated amount
of
time
as
on
to to
on
of or
spent
such person
its
the Companys
business
compared amount
time spent
the business
WMI
or
be
one
other affiliates.
The Company expects
de
this
minimis.
of
Indemnification

provides
that
The LLC Agreement
the Company
will,
the fullest extent permitted and related expenses

status
by
to
law,
or
indemnify any Manager reasonable

counsels
of
officer
the Company for any
liability
( including
or
or
of
fees) arising
out
such Managers
officers
as a Manager
officer
the Company; provided,
however, that a court
of
competent
jurisdiction
has not determined that such
in
in
or
or
Manager
officer
did
to,
not act
good
faith
and
a manner that he
to
her
she reasonably
believed
be
or
in,
not opposed
the best interests
the Company and, with respect
any criminal action

unlawful.
proceeding,
had
or
no
to
reasonable
that the
cause
believe
that his
her conduct
was
The LLC
Agreement
procedural provides
against status
is
to
provides
right
indemnification
a contract right and sets forth certain
to
and
of
evidentiary
standards
applicable
enforcement
claim.
The LLC Agreement any Manager

out
that the
Company may purchase and maintain insurance
protect
or
to
officer
or
or
or
any
liability
asserted against him
her,
incurred
him
her, arising
his
as
such.
Additional Covenants
the
Company
that,
in
of
the
LLC Agreement
as
the authorized options
The LLC Agreement

are outstanding, the
provides
will
so long
of
any series
or
Company
of
not authorize,
create
increase
amount
of
or
by
of
issue
or
or
any class
series
any equity shares
the Company,
any
warrants,
or
of
other
rights
45
or
to
of
of
or
to
of
of
to
Return
WMIPC_500002117.00057
CONFIDENTIAL
or
or
of
of
convertible
exchangeable
into
any class
Securities,
series
any equity shares dividend

rights,
the Company,
rights
ranking
as
or
senior
either
redemption
rights
or
or
up
an
of
dissolution,
liquidation
winding
the
Company
the
without
the consent
as of as
affirmative voting
vote
the
of
at
of
of
all
holders
single
least
two- thirds
series also
Company
that,
Preferred with
Securities,
together
a
the
or
class.
The LLC Agreement
provides
except
the consent
Securities,
affirmative
vote
of
at
of
of
all
holders
single
least
two- thirds
the series
Company
Preferred
voting
together
class,
the Company
actions
will
not take certain other actions.
These
of
are described
under Description
the Series 2006-
Company Preferred
SecuritiesVoting Rights and Covenants.
Additional Information
by
respect
including
the
that
required
paragraph
( d)(4)(
i)
The
Company
GAAP,
will
of
to
is
Rule 144A
quarterly with
unaudited
and annual audited

available
financial
statements,
until
in in
be
to
each case prepared
accordance
upon request
Securities
WMI
or
(
the earlier
of
of
i)
full
Exchange.
46
ii)
the redemption
the Series 2006-
Company Preferred
the Conditional
in
of
on
to
to
Return
WMIPC_500002117.00058
CONFIDENTIAL
ASSET TRUST
General
I)
Washington
Mutual
Home
is
Equity Trust
Asset Trust agreement
statutory
trust
formed under the
laws
the
State
Delaware
pursuant
trust
between the Company, The Asset

I
as
of
of
to
depositor,
and
Deutsche
Servicing ment),
Bank
Trust
Company Delaware,
as
Delaware
( the
trustee.
Trust
Pooling and AgreeDeutsche
of
Agreement, dated as
the
March
7,
2006
Asset
Trust
( the

Trust
I
among
Company, as
Delaware,
Trust
depositor,
WMB,
as
servicer
(
Asset
I
Servicer), Trustee)
Bank
Trust
Company
as Delaware
trustee trustee
(
the Asset Trust

I
Delaware
and
initial
Deutsche
trust
Bank National
Company,
as
the Asset Trust
Trustee),
restated the
is
of
agreement Asset Trust
and
the governing
will
instrument
Asset Trust
I.
does not and

I
not own any assets other than the

will
HELs
other
and the other assets than those incurred
described connection
Trust I
below. Asset Trust

with
does not and

I
not have any
liabilities
the Asset
will
Trust
Pooling
and
Servicing officers
Agreement
and any
related
agreement. Asset
contribution
or
does not and
not
have any directors,
other
employees.
No
equity
as by
for
or
or
be
has
will
made
Asset Trust
WMB,
the Company pursuant
any other party, except

initial trust
de
to
minimis
by
contribution Trust I
made
the Company,
will
to
depositor,
the
agreement,
I I
and Asset
of
does not and
not
I
have any other capital. acts through
The
fiscal I
year end
Asset Trust
December
Trustee,
31. Asset Trust

fees
the Asset Trust are paid respect

include
Trustee and the Asset Trust reimbursed
whose
and reasonable
this offering
expenses
with
by
or
the Asset
Trust I Servicer.
of
to
is
Delaware
in by
the
For purposes
circular
the underwriting,
originators
origination
and
servicing
in
to
the
Asset Trust
I,
HELs
references
WMB
by
WMB,
acquired
WMB
and WMBs
subsidiaries.
of
General Description
Assets
of
of
The assets
Asset Trust
consist
HELs
that
had, as
of
January 31, 2006
( the
Asset
Trust I
Cut-Off Date), a value and aggregate payments received thereon
of
approximately $5,389,459,150,
and certain other investments.
The HELs were
or
originated
acquired
1,
of
1,
WMB
between September
into
2001 and September

had an aggregate
30, 2005. As
November
2006, the
HELs
transferred
Asset
Trust
unpaid principal
balance
of
approximately
$ 4,745,592,069.
of
1,
As
November
2006, the HELs had a weighted
of
average
gross interest rate
6.08% and
to
of
of
ranged from a gross interest 2006, the average

current,
rate
approximately 4.000%
11.315% per annum. As
November
of
balance
the HELs was approximately $ 92,554 with a
1, 18
of
minimum
principal various
current,
unpaid principal
approximately $
and a maximum
current,
unpaid
I
balance
approximately $943,997.
As
November
in
of
of
2006, assets
Asset Trust
originated
had
within
30
original maturities
ranging from 5 years
years and were, weighted
on
to
average,
As
35
of
1,
the last
months.
November
2006,
the
current
average
loan- to-value ratio
HELs was approximately 53.03% and the weighted average
at
loan- to-value ratio
origination
was
As
of
approximately 58.61%.
November
2006,
the HELs had a weighted

underlying
average Credit Score (
of
defined
with
below)
approximately
757. Most
of
the properties
the HELs are owner occupied
approximately 3.83%
of
the properties non- owner occupied.
The HELs are geographically
in
concentrated
Texas
approximately 49.81%), California ( approximately 29.82%), Florida ( approxireasons such
mately 7.12%), and
home
purchases,
of
New York ( approximately 5.10%). HELs are typically made for home improvements, furniture and fixtures purchases, purchases
The HELs are
automobiles
and debt
on
consolidation.
generally
repaid
fully-
amortizing basis.
of
Acquisition
the Portfolio and Related Transactions
In
of
connection
with
the issuance
the Outstanding
Company
for
Preferred
Securities,
WMB
the
in
of
to
contributed
a pool
HELs
the Company
exchange
a corresponding
amount
47
of
as
as
of
1,
1,
of
Return
WMIPC_500002117.00059
CONFIDENTIAL
Outstanding
Company
Preferred for
Securities.
addition,
University
Street contributed
a pool
of
In
HELs
of in
as
of
the
Company
value
exchange
the Company
totaled
Common
of
to
all
Securities
January 31, 2006. The
aggregate
these contributions
of
to
contributed
Asset Trust
it
The Company
Street.
all
the HELs
received from
WMB
and
University Equity
This contribution
( the
I
was made
Asset Trust
( the I
A-
in
exchange
for
the Class
1 Washington
Mutual
Home
Trust I Certificate
Class
Asset I
A Trust
Trust I
Certificate)
and the Class
Washington
Mutual
federal
Home
Equity Trust
Certificate
Class
Trust Certificate).
For United States
the Asset Trust
Class
A Trust
Class
Certificate
represents the sole class
of
regular
in
I,
interests
Asset Trust
and the Asset
Trust I
Trust Certificate

I
in
I.
residual interests
Asset Trust
I
The Company
retained
the Asset Trust
Class
A Trust
on
Certificate
on
and
sold
the Asset Trust
Class
Trust Certificate
WMB
of
March
7,
to
2006.
interest
to
Asset Trust
after the
owns
I
all
the right
receive
payments
principal
I
and
the HELs due
Asset Trust
information
Cut-Off Date.
to
schedule
the
Asset Trust
Agreement
includes
about each HEL, including:
as
of
of
the
outstanding
principal
balance
the close
business
on the Asset
Trust
Cut-Off Date;
of
the
term
the
HEL; and
as
of
of
the
applicable
interest rate
the close
business
on
the
Asset Trust
Cut-Off Date.
to
to
The notes
relating
the
HELs
the
were not endorsed
Asset Trust
and no assignments
capacity
to
Asset
I
in
of
Trust I
the
mortgages
securing
HELs
were prepared.
of
Custodian,
has possession statements
and reviews such notes and

filed
WMB, the HELs as

in
Is
its
as
initial
Asset Trust
I
custodian the HELs.
for
Asset Trust
and
financing
were
evidencing
Asset
Trust
interest
Description General
of
the Portfolio
by of
in
All
is of
of
the HELs
the portfolio
Asset Trust
consist
closed-
end,
first
lien
home
equity
loans
secured
on
first
lien that primarily
the borrowers
for
residence.
Such residences
are largely single
family properties.
These loans
typically
are
made
fixtures,
as
reasons such
home
1,
purchases,
home
of
improvements,
acquisition generally
furniture
and
purchases
of
automobiles, and debt consolidation. 2006, fewer than

that
As
on
The HELs are
paid
be of
fully-
amortizing basis.
November
in
no
150 HELs were
delinquent
I will
payments;
however,
delinquent
there
can
assurance
HELs
held
in 1, as
the
portfolio
Asset Trust
not become
in
of
the future.
in
as
to
The
with
tables
Appendix
of
this offering
circular
represent information
Trust
November
2006
in
to
respect
the
included
the portfolio
Asset
Underwriting General
in
I.
HELs
of
The HELs owned by Asset
Trust
were,
in
all
material respects,
originated
accordance
with
as
of
the underwriting automated
guidelines
WMB
by
described
herein.
The HELs were
underwritten
WMB
using
underwriting
systems.
guidelines
ability
WMBs
credit collateral.
underwriting
generally
are intended
to
evaluate the prospective
borrowers
standing and repayment
and the value and adequacy
of
the mortgaged
property
Some HELs
in
are manually underwritten, and supporting
which case an underwriter reviews
information
if
submitted borrower,
by the borrower
documentation,
required,
and a
a loan
of
credit report the
the
with
and based on that review
in
to
determines
whether
originate
amount and
by
terms requested
ing
the
borrower.
Some HELs
are underwritten
through
WMBs
automated
underwrit-
system, described
below.
48
of
the
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WMIPC_500002117.00060
CONFIDENTIAL
Prospective
assets, liabilities
borrowers are required
provide
details
about
their
financial
factors
such
as
who
to
their
as
as
and related monthly expenses,
well
income and employment information.
by
Borrowers may provide the information

directly
to
this information into the lending
electronic
transmission
a bank
representative
inputs
an
system. Each borrower also provides

credit history.
authorization
access a credit report that summarizes the borrowers
Evaluation
of
the Borrowers
Credit Standing
borrowers credit credit history, reporting
To evaluate a prospective
the loan underwriter agencies.
obtains a credit report

report typically
or
to
relating
the borrower from one
more
The
credit
contains
as
to
information installment
relating
such matters
credit
history with local defaults,
and
national
merchants
and lenders,
debt payments
and any record
bankruptcy,
( each,
repossession, suits
Credit
or
of
judgments.
In
most cases, the credit report
provides a credit score
Score)
for
the borrower.
Credit
scores are designed
assess a borrowers
on
to
to
creditworthiness
and likelihood
default
to to
obligation Credit
over a defined period ( usually two correspond
three
years) based on a borrowers
credit
history.
of
of
Scores do not necessarily

reflect
the probability
default
over the
life
HEL
more
because they
Credit
past credit history, rather than an assessment
of
future
payment performance.
Scores range from approximately 430

credit history.
to
approximately 850, with higher scores indicating the Credit Score for the primary borrower
favorable typically
the case
co- borrowers,
is
used, unless the co- borrower
has a
Credit
Score that
40
points
lower than that
of
the
in
is
primary borrower,
which case the lower score time the borrowing request
then used. The primary borrower

Credit for
is
is
by
for
of
In
determined
is
at
the applicant loan products
the
made. Minimum
to
an some
the gross
ratios
ratio,
Scores are required
and loan programs.
Credit
Scores
may
not be available
some borrowers.
of
Evaluation
the Borrowers a prospective

total
Repayment
borrowers
(
Ability
of In
to
evaluating
ability
repay a HEL, the loan underwriter expenses)
considers
ratio
the borrowers
monthly debt
including
non- housing
back-
to
the borrowers
as
as or
to
income ( referred
the
debt- to- income
ratio
end
ratio).
The maximum acceptable

loan- to- value
may
vary depending score and the
on
other
loan factors, such
loan amount and loan purpose,
of
to
credit
availability
other
liquid
assets.
Exceptions
the
ratio
guidelines
may be made
when compensating
factors
are present.
of
Evaluation
the Adequacy
of
the Collateral
as
by
The adequacy
the property being pledged
collateral
generally
determined
all
an by in
of
is
appraisal
in
made
accordance
with pre- established appraisal
At
guidelines.
origination,
appraisals
are the
to
to
required
conform
the Uniform Standards
of
Professional
Appraisal Practice
adopted
on
Appraisal Standards
Board
the
Appraisal
Foundation,
and are made
forms acceptable
to
of
the
or
Federal National Mortgage Appraisers may accordance

appraiser,
Association
and/
the Federal
Home Loan
Mortgage
Corporation.
by
be
staff
appraisers employed
WMB
or
independent
appraisers selected
generally
with the
pre- established appraisal
guidelines. inspect
Such
guidelines
require that
the
or
an
agent on and,
behalf,
personally
the property and verify whether whether
the property completed.
in
is
in
if
adequate
condition
the property
underwritten
new
construction,
it is
substantially
However, automated
public
the case
HELs
through
WMBs
in
lieu
automated
underwriting appraisal.
system,
be
an
of
valuation
method
AVM) may
used
a traditional
The
AVM
relies
records regarding the encumbered
or
property and/
neighboring
properties
and
statistically
If
derives
a value
using
that information.
AVMs
are used, they comply with the requirements
of
the
Financial
Institutions
Reform and Recovery Act

case, the appraisal
properties
as
of
1989,
amended, and are independently

analysis
verified
In
periodically.
either
normally
based upon a market data

applicable,
of
is
recent
sales
comparable
and, when deemed
a replacement
cost analysis
based
the current cost

Title
or
of
constructing
purchasing
a similar property.
g., lien
or
e.
insurance
alternative
I
services involve
insurance)
are required for

services.
HELs. Certain
consist
by
of
the
HELs owned
Asset Trust
the use
alternative
These services
49
of
of
all
on
of
on
of
is
its
Return
WMIPC_500002117.00061
CONFIDENTIAL
be in
three
services
( including
property
reports
and recording
services.
services)
and are used

services
lieu
of
title
insurance,
endorsements
including
and
title
company
Alternative
may
to to
used
in
certain
in
circumstances connection
connection
with first
liens that
are being granted

with
a lender other borrowers
than
in
or
of
with free
the purchase
a home;
connection
loans
made
to
who
in
already
own,
and clear basis, the property being used provide event
as
on
collateral
title
secure the loan
question.
Alternative risk
services
to
low- cost alternative
standard
insurance
and provide acceptable
in
coverage
the
of
default.
Documentation
Programs
Each HEL owned
by
Asset
Trust
was
underwritten
using
full
either
WMBs
full
income documenta-
or
its
tion
program
stated
income program. Under WMBs
documentation
program, the prospective
is
of
borrowers
stated
income
verified
through
receipt
the borrowers
most recent pay stub and most

with
in
or
of
recent W- 2 form or,
the case
self- employed
borrowers
borrowers
more than 25%
of of on
their
if
income from commissions, two years employed borrowers,

profit
of
personal
and,
applicable,
business) tax returns. For
self-
and
loss
statements
may
also
be
required.
Under WMBs
stated
income program, the prospective
borrowers
Eligibility
income and assets either are
not required
be obtained
or
to
are obtained
but not verified.
criteria
and the amount
the loans
by
loan are determined
an automated
underwriting
system. Purchase
loans as well as refinance
may be
in
eligible for participation
WMBs
stated income program.
all
is
credit report for
the borrower
generally
required
for
HELs
underwritten
under either
program.
to
Exceptions
Program Parameters
be
for
if
Exceptions compensating
WMBs
loan program parameters may
made
the
on
to
a case- by-case basis
factors
are present.
those cases, the basis
exception
documented,
and
of
some cases the approval

to,
is
senior
underwriter
required.
Compensating
the
factors
may
include,
but
are not limited
low loan- to-value
ratio,
good
of
credit
standing,
availability
other
liquid
assets
and
stable
employment.
Automated Underwriting
all
Currently,
System
by
HELs
originated
WMB
utilize
a proprietary automated
underwriting
system
as
known
SUCCESS. Based
the borrowers
credit report
and the information provided
by
on
the
to
borrower,
the system either
approves
the loan subject documentation,

declines
the satisfaction
ii)
(
of
i)
specified
conditions,
which may include the receipt

underwriter for
additional
refers
the loan application
iii)
manual
or
underwriting, decision,
the
file
based on predetermined among

different levels
eligibility
In
making the underwriting
SUCCESS
distinguishes
of
credit
based
on
a proprietary custom score model, the borrowers and loan characteristics.
Credit
Score, and specific

levels
policies,
application
statistical
WMB
its
an
of
to
criteria.
standing,
has developed
these credit standing
based
of
of
of
its
analysis
the past performance
portfolio
home
and
equity loans.
WMB
has used
of
of
of
analysis
portfolio
home
equity loans.
has used
SUCCESS
to
and
underwrite completed
periodically
HELs since May 2001.

all
WMB
and
regularly lending
evaluates
validates
SUCCESS
was
date has
in
required compliance
its
fair
evaluations
satisfactory
manner.
WMB
upgraded
to in
WMB
upgrades 2004.
proprietary
automated
underwriting
system.
SUCCESS
last
November
Quality Control Review
WMBs
of
previously
credit risk oversight originated
department
conducts
quality control
reviews
of
statistical
samplings
HELs on a
regular basis.
50
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In
is
in
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WMIPC_500002117.00062
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Credit Risk Management

Credit risk within credit
Policies
is
of
the
WMI
Group
managed
by means
a broad set
of
policies
and principles
in
is
contained
policy
policy.
The
Chief Credit Officer
responsible for overseeing

portfolio,
the work
of
any
its
a credit
of
committee,
monitoring
the quality allowance
the
WMI
Groups credit
determining the reasonlarge credit Credit risk
of
ableness exposures
the
WMI
Groups
for
loan losses, reviewing

for credit- related
and approving
and
setting
underwriting criteria
products
and programs.
is
of
management
underlying
based on analyzing the
creditworthiness
the borrower,
the adequacy
strength
of of
the
collateral support.
given current events and conditions
and the existence and
guarantor
of
Credit risk
assessment Process
a process
that requires
the evaluation
numerous
factors,
many
which are qualitative.

all
integrity relies
the
ability
the
WMI
Groups
lending
personnel
analyze elements
risk
elements.
risk
also depends
maintaining
risk rating
risk rating
accuracy
by
on
It
recognizing
changing
of
credit
and promptly
initiating
changes.
Conflicts
of
Interest
Policies
ethics
( the
Pursuant
WMBs code
is of
credit
Code
Ethics), for
when the extension
financially
reasonable
both
in
WMB extends credit WMB and the borrower

of
to
of
of
to
borrowers
question.
only
Pursuant
the Code
Ethics,
lending personnel
decisions,
cannot permit personal
relationships credit
or
of
to
other
considerations
influence
lending
and cannot approve extensions
or
to
to,
be
in
or
involved
the funding
auditing
any loans
made
family
or
of
to
friends.
Servicing General
and the Asset Trust
Servicer
by
by
to of
the HELs owned

the
Asset Trust
are serviced
WMB,
capacity
as
All
the Asset Trust has possession
Servicer,
pursuant
e.,
files
Asset Trust
Pooling and Servicing documents, below)
Agreement.
of
WMB
as
the mortgage
in
as
its
i.
the credit reports, servicing
etc.)
Asset Trust
I
Servicer
and the
in
as
Asset Trust
Loan Documents
Trust
I
defined
its
capacity
Asset Trust
Custodian.
resign that
The Asset
obligations
Agreement
provides that except
may not
from
its
and duties thereunder
as Asset
Trust I
Servicer
law.
upon a
determination
duties
no
thereunder
until
are
longer permissible under applicable

I
a successor
I
Asset Trust
Servicer
No such resignation will become effective has assumed WMBs servicing obligations and duties under
If
the Asset Trust
I
the Asset Trust
Agreement.
I
Servicer
will
resigns,
the Company,
to
of
subject
the terms
I
the Asset
Trust
Agreement,
appoint
a successor
Asset Trust
Servicer.
The Asset
Asset Trust percentage
I
Trust
Servicer
receives
a fee for
services
servicing
as
its
Asset Trust
Servicer
under the
as
is

for
Agreement.
the principal
The
fee
calculated
a per annum
fee with respect
each
HEL based
ancillary
for
on
balance
such HEL. The servicing

I
to
is
each such
HEL
equals 0.125%
per
annum
and
paid monthly. The Asset Trust but not limited

to,
Servicer
to
entitled
retain
certain
fees and charges,
including,
any prepayment
is
fees,
insufficient
funds fees, modification fees, payoff statement

servicing
fees and late charges
to by
with respect
the
as
HELs
all
additional
compensation
with collections
and
to
is
also entitled
certain
income generated
I
permitted investments expenses

incurred
made
in
on
the HELs. The Asset Trust
Servicer
generally
pays
connection
as
its
with
(
responsibilities
Asset
Trust
Servicer
under the Asset and
Trust I

including
Agreement
to
subject
reimbursement for certain expenses

with
by it in
advances,
restoration
those incurred mortgaged

with
connection
the liquidation
of
defaulted
I
HELs, the
for
damaged
properties,
and payments
by
of
the Asset Trust
Servicer
taxes
and insurance premiums Any person

into
respect
to
mortgaged
properties).
or
Servicer
may be
merged, converted
consolidated, Trust
I
or
any person resulting from any merger, conversion
to
consolidation
which the Asset
Servicer
51
or
its
WMB
to of
is
on
of
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WMIPC_500002117.00063
CONFIDENTIAL
be
is
party will
the successor
Asset Trust
Servicer
under the Asset
Trust
Agreement.
The Asset
described
Third
Trust
Servicer
may outsource
I
third
party
vendors
some
servicing
functions, Trust
I
under
The
Asset Trust
Servicer Servicing
below.
ProceduresThe Asset
Servicers
Party
Vendors
and Service
Providers
The Asset Trust The Asset Trust
Servicer Servicers
its
Servicing
Experience
in
by
as
fixed
to
WMB,
other
including
predecessors
interest,
has been servicing
loans secured
real estate
by
property for over 100 years. The

rate
home
by
equity
loans serviced
WMB
of
include
closed-
end
and
adjustable
home
equity
loans and open-end acquired
home
equity lines
credit.
The HELs
in
WMBs
or
portfolio
have been originated

following table
WMB.
of
The
shows the number and aggregate
HELs serviced
as
of
by the Asset
Trust I
Servicer
December
31
for
each
of
the most recent three years:
Closed- end
Home
Equity Loans Serviced
by the Asset Trust

December
Servicer
2005
2004
(
31
2003
2002
Dollars
in
thousands)
of
Number
Closed- End
Home
by
. . .
WMB.
213,872
150,450
131,105
126,547
Aggregate Balance.
Unpaid
.
Principal
.
. . .
$ 13,762,872
$9,851,722
$ 7,918,281
$ 6,364,840
Servicing
Procedures
Functions.
Servicing
Trust I
The
functions
performed
by
the Asset Trust

servicing
I
Servicer
under the Asset

collection,

application,
Agreement
include,
among
other
functions,
payment
its
payment
functions
and default management. The Asset Trust
Servicer Houston,
performs
servicing
in
at
loan servicing
centers
located
Melbourne,
Florida;
Texas; San Antonio, Texas;

Park,
Stockton,
California;
Chatsworth,
California; Seattle,
Washington;
and Canyon
Washington.
I
Servicing
Servicing
Standard;
Waivers and Modifications.
to
Pursuant
the Asset Trust
Pooling and
Agreement, the Asset Trust

with
Servicer
closed-
required
service
the
HELs owned
practices
by
to
is
Asset
(
I,
Trust
consistent with
prudent
first
lien,
end home
equity
loan servicing
and
unless
in
inconsistent
skill,
those servicing
diligence with
practices)
the
same manner
efforts
in
which, and with the

similar collect
it
prudence
and
I
which,
services
and administers
HELs
for
to its
same own
be
care,
portfolio.
or
to
to
is
or
all
The Asset
payments
Trust
Servicer
required
make
reasonable
cause
collected
under the
HELs
to
and,
the extent consistent

policies, follow
with
the Asset Trust
Agreement
and
applicable
insurance
such collection
procedures mortgage
as
are followed
with
in
respect
comparable HELs that are held
portfolios
responsible
lenders
I
in
to
of
the local
areas where each mortgaged

Servicing
property
located.
Under the terms
of
is
the Asset Trust

I
Pooling and
Agreement, the servicing
standard
applicable
the Asset Trust
Servicer
may only
of
modified with the consent
the Company.
I
Under the terms
of
the Asset Trust
Servicer
or
or
to
of
( subject
certain
conditions)
strict
may
waive, modify
with
vary any term
any
HEL
grant
consent
to to
the the
in
or
of
postponement
applicable
compliance
any such term

its
any manner
indulgence
obligor
if it
has determined, exercising
good
in
faith
business judgment
for,
the same manner

full
it
if it
as
would
were the owner

such
of
the related HEL, that the security
and the timely and
collectability
HEL
would not be adversely
by
of,
affected
such waiver, modification,
postponement
52
be
to
Return
WMIPC_500002117.00064
CONFIDENTIAL
or
indulgence,
and may make

with
to
certain
other
modifications
I
with
respect
the
HELs and
the related
in
property
accordance
the terms
of
the Asset Trust

its
Agreement.
Loan Servicing System.

generally servicing
In
performing
servicing
functions, Trust
the Asset Trust

I
Servicer
its
uses computerized system from

detailed current
loan servicing
(
systems. The Asset
Servicer
leases
primary
AMS- CGI known as Advanced Consumer

of
about the financial status outstanding
fees
or
Lending
System
ACLS).
ACLS
produces balance,
including
information
each HEL, including
outstanding
principal
interest rate,
and
information
about transactions
that affect
the HEL,
of
of
of
the amount and due date
each payment, the date
receipt
each payment,
and how
Collection
the payment
was
applied.
ACLS
in
works
conjunction and
with
AMS-
CGIs Computer Automated

default collection activity
to
System
CACS)
monitor payment
to
collections
provide
Servicer
information
in
regarding
delinquent
consumer
loans.
I
The Asset
Trust
began using ACLS
2003. Prior
November
2003, the Asset Trust
Servicer
serviced
I
equity
HELs
using an ALLTEL loan servicing

servicing
by in
system;
platform
November 2003,
converting
the
Asset Trust
Servicer
transferred
onto the
ACLS
servicing
approximately 948,000
loan records
from the ALLTEL loan servicing
system
ACLS.
Collections and Distributions.
of
Under the terms the
the Asset
Trust
Pooling
I
and
Servicing
Agreement, collections deposited

with into
with
respect
HELs
by
to
are collected
Trust
I
the Asset
Trust
Servicer
and
initially
accounts
other
controlled
by the Asset
Servicer
and may be commingled
with
funds
or
or
respect
I
HELs
is
mortgage loans serviced
owned
by
to
the Asset Trust
Servicer.
The
Asset Trust Asset Trust
Servicer
into
required
deposit
collections
received with respect

I
the HELs owned
certificate
account
by
controlled
the Asset Trust
Trustee under the Asset Trust
by
I
to
of
to
Agreement
I
on a monthly
basis.
The amount
to
collections
required
be
in
by
is
remitted
the Asset Trust

I
Trustee
any given monthly deposit
determined
the timing
of
to
the
of
of
Asset Trust
with
Servicers
receipt
collections
I
and the type
collections
they represent.
I
In
accordance
of
the terms
certain
the Asset Trust
Servicer
may
retain
amounts
with respect
expenses
and advances
of or
to
from collections
with
apply them towards the HELs. The
of
the costs
certain
I
costs
and permitted expenses connected
the servicing
is
to
Asset Trust
Servicer
neither
permitted nor required
make
to
servicer
advances
cover any gap
between scheduled payments
on the HELs and the

set forth
Trust
I
actual
collections
thereon
in
any given period.
Subject Agreement,
certificate
in
to
the Asset Trust

distributes
I
Pooling and Servicing deposited

Certificate,
a monthly
basis
the Asset
in
on
Trustee the
collections
the
as
to
of
account expenses
the Company,
holder
Asset Trust
I
Class
A Trust
less
I
a)
to
fees,
and indemnities payable
the Asset Trust
Trustee and the Asset Trust
b)
to
Delaware
Trustee and
fees and certain other amounts
payable
the Asset Trust

I
Servicer.
No
be
to
amounts
will
payable
from collections the Asset Trust
with respect
the Asset Trust
Class
Trust Certificate.
Under the terms
of
Pooling and Servicing investments
Agreement, collections
with
respect
in
be
to
to
the
HELs may
invested
to
certain
I
permitted
prior
their
distribution Trust I
the
as
of
Company,
holder
the Asset Trust
Class
A Trust
Certificate.
The Asset
additional
Servicer
is
entitled
by
retain
any investment
income produced
such investment
as
to
servicing
compensation.
of
Servicing
Delinquent
I
HELs; Foreclosure.
The Asset
Trust
Servicer
is
required under the

collect
to of
terms
the Asset Trust
Agreement
make reasonable
I
efforts
cause
be
collected Strategic
payments
on
the
HELs owned
early
Asset Trust
efforts
that
are 16
or
by
all
more days
delinquent. Strategic
decisions
regarding
stage collection
are guided
by
Experians
Account
Management
System, Probe . Early stage collections, and continuing through
in
other
words, collections
delinquency, calls
of
beginning conducted
collection
on the 16th day

primarily
letters.
delinquency
the 89th day
of
are
of
through
the use
automated
outbound
efforts
collection taking
telephone
and debt
Late stage collections,
or
collection
place from the 90th day and

risk
in
by
of
through
the 180th day
delinquency, efforts
are segregated
CACS
and a combination
accounts
of
manual
and automated
including
collection
are used.
CACS
also
segregates
delinquent
by
status,
e.
bankruptcy,
probate,
foreclosure,
real-estate- owned
g.,
and special
activities
consumer
53
or
to
to
to
to
Return
WMIPC_500002117.00065
CONFIDENTIAL
credit
counseling
and and
recovery). recovery.
These Such
by
collection
efforts include
are carried
out
personnel
who
specialize
in
debt collection
letter
efforts property
may
payment reminder telephone

and other collection
law.
activities
to
calls
the
borrower,
campaigns,
I
by
drive-
inspections applicable
permissible
under the Asset Trust
Loan Documents
and
The Asset
is
Trust
Servicer
required under the Asset Trust
Agreement
satisfactory
as
foreclose
upon the mortgaged
property related
each defaulted payments.
HEL
of
which
be
arrangements can
Servicing
made
of
for collection
I
delinquent
Under the Asset

foreclosure,
no
to
to
to
Trust I
Pooling and
in

into
Servicer
if
permitted,
lieu
prudent
do
and
less
taking
account
the desirability
principal
maximizing net liquidation
proceeds,
accept a payment
I
of
than the outstanding
balance
the defaulted
HELs. The Asset
Trust toxic
Servicer
is
not
permitted
foreclose
property
if it
upon a mortgaged
is
aware
evidence
waste
or
of
of
to
other
on
it
environmental
contamination
the mortgaged
determines that
it
property and
would
be
imprudent
to
foreclose.
for
Insurance.
addition,
The Asset
I
all
Trust
Servicer
all
maintains a blanket hazard policy
HELs.
the Asset Trust coverage.
Servicer
tracks
HELs
for
compliance
I
with applicable
force
law regarding insurance
In
flood
insurance
policies.
When
necessary,
the Asset Trust
Servicer
places
flood
Limitations on the Asset Trust
Servicers
Liability
The Asset
Servicer Servicer
Trust
Agreement
agent
provides that neither the Asset Trust

I
I I
or
nor any director, Indemnified

I
officer,
employee under any
of
the Asset Trust
Servicer
( the
Asset Trust
or
is
to
Parties)
liability
Asset Trust Class
I,
the Company
the holders
of by be
I
the
Asset Trust
action
Class
A Trust
Certificate
and the Asset

Trust
I
Trust I
or
Trust Certificate
others for any pursuant however,
in
or
by
taken
not taken)
I
any Asset
Servicer
Indemnified Party
good
faith
the Asset Trust the Asset Trust
Agreement,
against
in
or
for errors
liability
judgment;
provided,
that
is
Servicer
not protected
any
that
would otherwise
be imposed
in
or
reason
willful
misfeasance,
bad
or
of
of
faith
gross negligence thereunder.

I
the performance
Trust
I
duties
by reason
of
of
reckless
disregard
further
obligations
and
duties
The Asset
is
Agreement
provides that any Asset Trust

I
Servicer
Indemnified Party
entitled
to
indemnifi-
cation
Asset
with
Trust
and
will
be
held
harmless against any loss,
liability
expense
incurred
connection
certificates
any legal action relating

(
the Asset Trust
Agreement
or in
to
or
by
the
or
issued thereunder
the
except any such loss,
liability,
expense otherwise
reimbursable
by to
pursuant
incurred
Asset Trust
Agreement) and any loss,
or
liability
expense
in
or
of
reason
willful
misfeasance, reckless
bad
faith
gross negligence
the performance
of
duties
or
by
thereunder Asset Trust
reason
disregard
obligations that
and
In
of
of
duties thereunder.
I
addition,
the
Agreement
provides
the Asset Trust
Servicer
is
not under
its
or
is
to
any obligation
responsibilities
appear
in,
prosecute
Trust
I
defend
any legal action that
not incidental
in
its
to
under the Asset

Trust
I
Agreement
and that
opinion
may
it in
in
or
involve
any expense
liability.
The Asset
Servicer
may, however,
with
to its
discretion,
it
undertake
any such action that
may deem
and the
necessary
or
desirable
respect
the Asset
Trust
of
Agreement
I
rights
and
duties
the parties thereto

I
and the
interests
of
the holders
the Asset Trust
Class
A Trust
Certificate
and the Asset Trust

liability
I
Class
Trust Certificate.
will
I, of
In
such event, the legal expenses
and costs Asset Trust
such action and any
resulting
will
therefrom
entitled
be
of
expenses,
costs and
liabilities
and the Asset

account.
Trust
Servicer
be
reimbursed therefor and
to
charge the certificate
Asset Trust
Servicer Termination Agreement,

after
and Replacement.
Under
the terms
of
the Asset Trust Asset Trust
to
of
Pooling and Servicing Servicer Servicer
the occurrence
any one
of
several typical with
to
termination events,
including
but not limited
a receivership
respect
to
the Asset Trust
of
I
I
or
to
of
subject Trust I
the expiration
typical
grace periods and materiality requirements) the failure
to
by the Asset
Servicer
make required deposits
to
the certificate
account,
the Company may
54
to
I
of so
of
to
to
is
Return
WMIPC_500002117.00066
CONFIDENTIAL
If
remove the Asset Company

shall
Trust
Servicer. sole
the
Asset Trust
Servicer
removed
I
by
is
the
Company, the
have the
I
power
to
appoint
a replacement
Asset Trust
Servicer.
The Asset Trust

Trust I
Servicers
Third Party Vendors and Service Providers.

I
Under
its
the Asset
Pooling and Servicing through
Servicer but
will
may
perform
servicing
or
responsibilities
agents
independent
contractors,
I
not thereby be released from any
of
of
its
responsibilities
thereunder.
The Asset may
Trust
Servicer
outsources
some
(
its
responsibilities
or
of
pursuant
these provisions,
actions,
ii)
(
that
include
the following:
iii)
of
i)
some
management
foreclosure
monitoring
( iv)
borrower bankruptcy
proceedings,
preservation
of
properties
to
of
related
delinquent
loans,
processing
primary mortgage
( vi)
insurance
v)
claims, (
maintenance, coverage
of
to
all
marketing
and
sale
real-estate-
owned
properties,
assuring that hazard insurance
is
maintained,
(vii)
determining whether
flood tax
insurance
coverage
required and assuring that any
is
required coverage
(ix) (xi)
maintained,
( viii)
bill
procurement
depositing
and
of
tracking
delinquent into
tax payments, accounts, performing from
printing
and
mailing billing
statements,
with
x)
borrower
payments
actual
lockbox
( xii)
to
performing certain calculations tax related calculations,

I
respect
scheduled
and
collections,
certain
( xiii)
performing calculations
to
with respect
monthly distributions
Trust
I
Asset Trust
Servicing
and
( xiv)
performing reporting functions
required
I
under the Asset
Pooling
and
Agreement. From time

servicing
time,
the Asset Trust
Servicer
may
cease
outsource
one
or
of
more
the foregoing
functions
may
choose
to
outsource
additional
servicing
functions.
Some
vendors
may
perform more than one function,
and some
functions
may be
performed
by more
than one vendor.
The Asset Trust The Asset
Servicers
Quality Control Procedures
of
Trust
Servicer
uses a combination
management
controls
and technology
include the
controls
to
of
ensure the accuracy

levels,
and
integrity
servicing
records.
Management
controls
use
of
approval
others.
the segregation
controls
duties,
and
of
reconciliations
servicing
data and accounts,
among
ensure
to of
Technology authorized
include
the use
ability
data security controls access and change

security
and
for
interface
controls
or
to
to
of
a
data
or to
to
that only
persons have the
system data
to
submit data
include regional
or
receive
data from vendors and investors.
Specific that
profiles
each
job function
of
predetermined set
for
data security controls
are appropriate
Seattle,
for that job function.
The
in
center
the
ACLS
Server,
which
located
Washington,
kept
in
is
is
fire
resistant
environment,
and commercial the Asset
electrical
power
backed
by
up
is
generators.
In
of
addition,
Trust
Servicer
conducts such
periodic
internal audits
critical
servicing
and
by
as
technology guarantors
functions.
External audits
entities
the
OTS
and certain
third
party
mortgage
with their
and
the
annual examination
its
subsidiaries
WMIs independent
accountants
in
by
connection
of
of
audit
WMI
and
may
provide independent
verification
the
adequacy
of
such
functions.
Trust
Servicer
continuity
in
critical
business
functions
the event
or
of
disaster
other
serious system outage,
is
to
reviewed
and updated
within
periodically.
The Asset
Trust I
Servicer
to
it
The Asset
maintains detailed
business
plans so that
can resume
which plans are

full
obligated
return
system
functionality disaster
48 hours
of
a reported system outage. The Asset
Trust I
Servicer
performs annual the designated ensure the
in
tests
it
recovery
site,
which
reroutes
data and servicing from

all
system operations
servicing locations
backup
and then processes
sample transactions
of
functionality
such backup
I
site.
to to
the Asset Trust
Servicers
policy
require
other
third
party
vendors
to
It is
its
to
to
implement
records.
to
measures
similar
those described
above
ensure the accuracy
and
integrity
of
servicing
The Asset Trust

Washington
Custodian
(
Mutual Bank acts as custodian
the
Asset
Trust I
(
Custodian)
I
for
Asset Trust
to
of
pursuant
a Custody Agreement
I
dated as
the
March
I
7,
2006
the Asset Trust
Custody Agreement),
I
among
the Asset Trust
Trustee,
Asset Trust
Servicer
and the Asset Trust
Custodian.
The
55
is
of
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WMIPC_500002117.00067
CONFIDENTIAL
to
Asset Trust
(collectively,
Custodian
holds the notes, mortgages and other legal documents

I
related
I
the
HELs
The
the Asset Trust

I
Loan Documents)
for
I
the benefit
of
the Asset Trust
Trustee.
fire
Asset Trust
facilities.
Custodian
maintains the Asset Trust
Loan Documents
I
in
secure and
resistant
The mortgage
I
by
files
held
the Asset Trust
Servicer
I
have not been physically custody

I
segregated
in
from Asset Trust

facilities.
Loan Documents
Trust
I
the Asset Trust has reviewed
Custodians
but are kept
in
shared
The Asset
all
Custodian
I
the Asset Trust
Loan Documents
to
I
related
each
the
HEL
and delivered
the Asset Trust
Trustee a certification
the effect that, except
noted
certification,
required documents
have been executed and
received.
of
the
event
the termination
of
In
the
Asset Trust
I
Custody
Agreement,
the Asset
Trust
Custodian
will
required
deliver
the Asset Trust
Loan Documents
Asset Trust
I
in
be
to
the Asset
Trust I
Custodians the
custody
the Asset Trust
Trustee
any successor
Custodian
appointed
Company. The Asset

its
Trust
I
Servicer
may, but does not currently,

I
pay the Asset Trust
Custodian
by
or
to
a fee for
will
services
Custody Agreement
from time
time.
Payment
of
to
this
fee
in
as
to
to
not
to
affect
dividends
the Company.
56
Return
WMIPC_500002117.00068
CONFIDENTIAL
General
be
II
ASSET TRUST
of
2006-
OA1
to
a
WAMU
Delaware
Trust
Asset Trust
II)
will
statutory trust the
formed under the laws
the
State
pursuant
trust
agreement Delaware
(
between
trustee.
Company,
Trust
II as
depositor,
and Deutsche
Bank
Company
as
Delaware,
The Asset
Agreement,
as
be
as of
to
dated
December
depositor,
13, 2006
II
the
Asset Trust
( the
Agreement), among
the Company,
Trust
II II
WMB,
as as
as
servicer
Asset
Trust Trust
Servicer),
Deutsche
Trustee)
Bank and Deutsche

trust
Company
Delaware,
Trust
will
Delaware
trustee ( the Asset Trust
Delaware
will
Bank National
agreement
Company,
trustee ( the Asset
II
Trustee),
restate
the initial
be
of
and
the governing
instrument
Asset Trust
II.
Asset Trust described
II
will
not own any assets other
than the Option

liabilities
ARMs and
the other assets
below. Asset Trust
will
not have any
other
than those incurred agreement.
in
II
connection
with
II
the Asset Trust
related
Asset Trust
II
Agreement
and any
equity
will
not
or
be
officers
other
employees.
contribution
will
Asset Trust
as by
for
WMB,
fiscal

initial trust
by
or
de
minimis
the
Company,
to
depositor,
the
agreement,
II
and Asset
Trust
will
not have any other capital. through the Asset Trust
of
II
year end
Asset Trust
31.
Asset Trust
fees
will
act
II
Delaware
Trustee,
whose
and reasonable
expenses
will
paid
by
reimbursed
the
Asset Trust
II
Servicer.
to
of
For purposes
this offering
circular
with
respect
the underwriting,
origination
and
servicing
in
the Option
Asset Trust
II,
ARMs
to
references
WMB
by
include
WMB,
originators
acquired
WMB
and WMBs
subsidiaries.
of
General Description
Assets
of
of
Asset Trust
II
The assets
Asset
will
consist
Option
ARMs
that
had, as
of
November
14, 2006
the
II
Trust
Cut-Off Date), together

with
a value and aggregate payments received
unpaid principal
balance
of
approximately
$ 2,899,877,211,
thereon
and certain other investments.
The Option
by
of
ARMs were
University
originated
WMB. A
of
all
portion
Street,
the owner
the
ARMs will be Companys common interests.

the Option
to
contributed
the Company by
The
interest rate for
each Option
basis
ARM
its
will
initially
be
fixed for
for
specified
period,
and
will
then
be adjusted on a monthly
based on
index.
The index
the Option
ARMs
is
a per annum
Securities
to
rate
equal
the twelve- month moving average
monthly yield on United States Treasury
adjusted
a constant
maturity
one year
One- Year MTA
or
of
to
the
Index),
as published by the
Release
Board
Governors
Interest
the Federal Reserve
System
in
of
of
the Federal Reserve
Statistical
by
H.
Selected
Rates
15),
determined
averaging
the monthly yields for the most recently date

will
available
twelve months. The One- Year
MTA
figure
used for each interest rate adjustment
be
the most recent One- Year
MTA
figure
available
as
of
fifteen
days before that date.
If
available,
II
One- Year MTA
is
no longer
Servicer
will
choose a
new
index that
is
II
information.
the
Servicer
it
based on comparable
When
be in
chooses
a new index,
will
or
by
increase Year
decrease the
final
the margin on each Option

three
ARM
the difference
between the average
of
One-
for
it
MTA
is
years
was
will
effect
and the average
of
the replacement
index for the
by
three
years.
that difference
if
most recent
The margin
of
increased
the average
One- Year
MTA
greater
than the average
the replacement
index,
and the margin
will
decreased
by
be
of
that
is
of
of
difference
if
the average
will
the replacement
index
greater
than the average

note.
One- Year MTA. The
new margin
After
be rounded up as provided
in
the related mortgage
an
or
of
initial
fixed- rate
will
period
one, three
twelve months, the mortgage
interest rate
on
to
each Option
ARM
be adjusted monthly
equal the
sum
of
the applicable
note.
index and the per

rates applicable
in
annum
rate ( the Margin) specified
the applicable
mortgage
The Margin
57
to
of
or
be
II
The
II is
December
II
have any directors,
No
made contribution made
to
of
Return
WMIPC_500002117.00069
CONFIDENTIAL
of
Option
ARMs
have a weighted
average
approximately 2.66% and range from 1.75%
to
4.50% per
average
in
Asset Trust
II
annum. The Option
ARMs
ARM,
fully
to
are subject
Lifetime
Rate Caps,
with the
a weighted
initial
of
approximately 9.99% and ranging from 8.95%
to
14.35% per annum. During
fixed rate
that,
period
Option
will
mortgagors
will
required
pay a minimum monthly payment
some cases,
not
amortize the mortgage loan. Each month thereafter, which may include a payment
mortgagors are given equal
or
one
more payment
fully
options,
amount
less than,
to
or
greater
an
than a
amortizing monthly payment. the payment

option
Whether
Option
ARM
on
on
is
repaid
fully-
amortizing
selected
the mortgagor
If
depends
by
on
each monthly payment
date.
the
in
a given month
less
than the amount
of
is
accrued
and unpaid interest balance
on
be
the mortgage loan, the excess interest
will
added
the outstanding
of
to
principal
the
in
of
mortgage loan Amortization ranges from

(
the form
negative
amortization
Negative Option
Amortization).
The maximum Negative
the Negative
Amortization Cap)
the
that will
Asset
Trust
II
fully
ARMs
in
be
of
in
basis
an
be
of
to
110%
125%
the original principal balance.
On
the earlier
the
sixty- first
month
in
to
is
the month
amortizing
which the Negative
Amortization Cap
reached,
mortgagors
are required
make
payments.
of
The average
with
current,
the Option
ARMs
be
will
is
approximately
$ 460,371
current,
a minimum current, balance
of
approximately $38,095
and a maximum
Asset Trust
in
of
unpaid principal
approximately $ 9,201,946.
Assets that
II
have various the last
40
original maturities
years and were,
on
to
average, originated
within
25
of
months. The majority

( described
the Option
ARMs
were underwritten
under
WMBs
reduced
documentation under
to-
of
program
below);
( described
the Option
ARMs
value
were underwritten average
WMBs
is
ratio
full
documentation
program
below).
The
current
weighted
ratio
loan-
value
to-
approximately 68.35% and the weighted
at
average loan-
origination
was
approximately 68.68%. The Option
ARMs
have a weighted
average
Credit
Score
of
approximately
with approxi-
of
748. The majority
the properties
underlying the Option
ARMs
are owner occupied
mately 25.59%
the properties non- owner occupied.
the Option
that will
Asset Trust
approximately 45.08% are cash- out refinances, approximately 13.92% are rate/ term refinances.
California ( approximately
approximately 41.00% are purchase
loans and concentrated
The Option ARMs are
geographically
76.47%).
of
Acquisition
the Option
ARMs
of
and Related Transactions
to of
Contemporaneously with the issuance
the Series 2006the Company
Company Preferred
for
Securities,
WMB
is of of
the
will
contribute
a pool
Option
ARMs
a
capital
in
exchange
University
a corresponding
will
amount
a pool
Series 2006-
Company
Preferred
Securities.
In
addition,
Street
contribute
as
to
Option
ARMs
to
the Company
contribution.
The aggregate
of
value
these contributions
as
expected
total
of
calculated
November
14, 2006.
will
to
will
contribute
it
Asset Trust
will
II
The Company and

University ( the
of
all
the Option
ARMs
receive
from
WMB
( the
Street.
This contribution
be made
A-
in
exchange
for
the Class
1 2006- OA1
Certificate
Asset
Asset Trust
II
Class
A Trust
Certificate)
and the Class
2006- OA1 Certificate
II
Trust
Class
Trust Certificate).
will
For United States federal income tax purposes,
the Asset
II
Trust
Class
Certificate
represent
the sole class represent
regular interests
Asset Trust
the Asset Trust

II.
II
Class
R
II
Trust Certificate will retain
the sole class
in
of
residual interests
Asset
will
Trust
will
Certificate
that
transfer
the Asset Trust
Class
Trust Certificate
to
to
R
II
Asset Trust
II
will
own the
right
receive
payments
schedule
to of
all
principal the
and interest on the Option
after
will
the Asset Trust

include
Cut-Off Date. about each
Asset Trust
including:
II
ARMs due
Agreement
the
A
of
information
the Option ARMs,
as
on
of
of
outstanding
principal
balance
the close
business
the Asset Trust
II
Cut-Off
Date;
of
the
term
the
Option
ARM; and
58
it
the Asset Trust
II
The Company
Class
A Trust WMB.
and expects
II,
A Trust
in
of
and
in
II,
ARMs
in
Of
be
of
or
of
of
to
Return
WMIPC_500002117.00070
CONFIDENTIAL
as
on
of
of
the
applicable
interest rate
the close
business
the
II
Cut-Off Date.
be
The notes
relating
the Option
will
not
endorsed
will
II
ARMs
and
no in
to
to
assignments capacity
II
Asset Trust
the mortgages securing Custodian,

for
will
the Option
ARMs
and
be prepared.
WMB,
initial
Asset Trust
have possession
of
II
will
review
such notes and the Option

filed
in as
custodian
Asset Trust
II
ARMs
interest
and financing
statements
be
will
evidencing
Asset
Trust IIs
the Option ARMs.

for
In
exchange
will
the Option
and the other assets described
above, the Asset Trust
II
Trustee Class
authenticate
deliver
the Asset Trust the Companys
Class
Certificate
Trust
Trust Certificate
pursuant
to
order.
Description General
of
the Portfolio
in
of
of
All
the Option
the portfolio
Asset Trust
II
ARMs
of
will
consist
payment- option adjustable

lien,
rate
mortgage loans
with
a negative
amortization feature
secured by a
first
fee simple
in
or
of
leasehold
interest
a one- to-four- family residential property
shares
stock relating
to
cooperative townattached
apartments. Such residences
may
include
detached
units
homes, duplexes,
triplexes, fourplexes,
homes,
dwelling
individual units that
condominium
in
units,
individual
planned
unit
developments
and
other
of
of
are part
buildings
consisting
no more than
for
four units.
As
of
November 14,
in
or
2006, none
large part
the Option
the
ARMs
were delinquent
payments
a period
that will that
be of
more than 30 days,
of
process
selection
for
the Option
conveyed
Asset
Trust
be
excluded
any such loans. Nevertheless,
there
can
no assurance
Option
ARMs
that will
be held
in
the portfolio
Asset Trust
II
will
not become
in
of
delinquent
the future.
in
as
The
with
tables
Appendix
of
to
this
offering circular
represent
information
November
II.
14, 2006
in
to
respect
the Option
ARMs
that will
be included
of
the
portfolio
Asset Trust
Underwriting General
in
that will
Asset
II
The Option ARMs

accordance
underwritten with the
be owned
guidelines
Trust
were,
material respects,
originated
of
underwriting
WMB
as
described
herein.
The Option ARMs were
by WMB.
underwriting guidelines
ability
WMBs
credit collateral. information
generally
are intended
to
borrowers
the mortgaged
property
in
Some
Option
ARMs
the
are manually underwritten,
which case
an
underwriter
reviews
by
submitted
borrower
that
documentation,
if
and supporting
required,
and a credit report
the
borrower,
and based on
in
of
to
review determines whether
originate
a loan
the amount and
by
with
the terms requested

underwriting
the borrower.
Some
below.
Option
ARMs
are underwritten
through
WMBs
automated
system, described
Evaluation
of
the Borrowers
Credit Standing

report typically
or
to
relating
more
The
credit
as
to
relating
such matters
credit
and
national
merchants
and lenders,
debt payments
and any record
bankruptcy,
repossession, suits
Credit
or
of
judgments.
to In
most cases the credit report provides assess a borrowers

creditworthiness
a Credit Score for the borrower.
Scores are designed over a defined period
and
to
likelihood
default
on an
obligation
to
( usually
two
three the
years)
based on a
borrowers
credit history. Credit

reflect
to
of
of
correspond
history,
probability
default
over the
life
an Option
ARM
because they
past credit
an
of
rather
than
assessment
future
Credit
Scores range from
59
as
of
contains
in
by
all
II
because
ARMs
to
in
of
II
and
A Trust
and the Asset
II
ARMs
as
of
to
its
Return
WMIPC_500002117.00071
CONFIDENTIAL
approximately 900, with higher scores indicating

credit
favorable
credit history.
the loan underwriter
obtains
scores
from three credit reporting companies, the lower score generally
the middle score used.
if
generally
used, and
the
two credit scores are obtained,

for
In
is
is
the
case
of
is
co-
borrowers,
for
credit
score
the borrower
with
the lowest credit score generally

sentence).
used
credit
( determined
each borrower
for
in
as
described
the immediately preceding
Minimum
scores
are required
some
as
loan products
will
and loan programs. For borrowers

documentation
for
which credit scores the borrowers

debt.
are not available, the loan underwriter
require alternative
indicating
or
creditworthiness,
such
rental
utility
payment
or
history
payment
history
on
other
of
Evaluation
Repayment
borrowers
total
Ability
In
to
evaluating
ability
repay an Option
( including
ARM,
back-
the loan underwriter
of
considers
borrowers
the
ratio
the borrowers
monthly debt
non- housing expenses)
to
the
or
as
to
gross income
ratios
referred
the
debt- to- income ratio loan factors,
end
ratio).
The maximum
acceptable
may vary depending on

credit
other
such as loan amount
and loan purpose,
of
loan- to-value guidelines
ratio,
score and the
availability
other liquid assets.
Exceptions
to
the ratio
may be made when

of
compensating the
front
factors
are present.
for
back
For purposes
borrowers
calculating
end and
end ratios
the
(
certain
Option ARMs,
the
on
is
monthly mortgage debt
determined
based
fully
indexed rate and a predetermined
as
by
factor
set
WMBs
an
credit
department from time
time
which rate
may
be
to
greater
than the rate
in
In
effect for
the Option
these ratios for determined
based
on
30- year term.
of
Evaluation
the Adequacy
of
the Collateral
is
ARM during the initial fixed- rate period). addition, for purposes Option ARM with a 40- year term, the borrowers monthly mortgage debt
of
calculating
The adequacy
accordance
the Option
ARM
of
collateral guidelines.
generally
determined
all
appraisal
made
to
with pre- established
At
appraisal
origination,
appraisals
are required
Appraisal
conform
Professional
Appraisal Practice
adopted
by
to
the
on
Standards
Board
the Appraisal Foundation,
and are made
to
of
forms acceptable
Fannie
Mae
and/
by
or
Freddie Mac. Appraisers
may
an
be
staff
appraisers employed
appraisal
WMB
or
independent
guidelines
appraisers
generally
in
selected
accordance
with
the pre- established
guidelines.
Such
or
on
its
require that
the appraiser,
agent
behalf,
personally
inspect
the property and verify whether
in
is
is
if
in
of
substantially
completed.
However,
the case
Option
ARMs
it
the property
adequate
condition
and,
the property
new
construction, underwritten
whether through
the
WMBs
the
automated
underwriting
system, an automated
inspect
valuation
method may
be
used, under which the records regarding
appraiser does not personally
the property but instead relies
on
public
or
In
mortgaged
property and/
neighboring
properties.
either
case, the appraisal normally

properties
is
is
based
of
upon a market data a replacement

For Option
guidelines
of
analysis
recent sales
comparable
and, when deemed
applicable,
cost analysis
based
the current cost
or
on
of
constructing
purchasing
a similar property.
ARMs
is in
underwritten
under the
WMBs
streamline documentation
for
programs, the appraisal
an
some cases permit the

all
required for
appraisal
obtained
existing
Option
ARM
by
be
to
used.
Title
insurance cooperative
lien
Option ARMs,
except that for Option

for
ARMs
title
secured
shares
is
of
apartments,
title
insurance
title
not required
Specific
the cooperative
apartment
building
( but
by
is
search
provided
the
company).
additional
insurance
coverage
is
required
for
some types
of
Option ARMs.
Documentation
Programs
that will guidelines Trust
full/
alternative
documentation
borrowers
stated
income
is
WMBs WMBs
through
self-
of
II
Each Option
ARM
be owned by Asset
for
has been underwritten

stated
under one
documentation
verification
the borrowers
income and assets. Under

verified
in
of
of
receipt
the borrowers
most recent pay stub and most recent
W- 2
form, or,
the case
or
employed
borrowers
borrowers with more than
25%
of
their
income from commissions, two
60
of
in
as
by
an
of
is
If
approximately 250
to
more
Return
WMIPC_500002117.00072
CONFIDENTIAL
of
if
years
loss
personal
( and,
applicable,
business) tax returns. For Under the

full/
self-
employed
borrowers,
profit
and
statements
may
be
also
required.
alternative
documentation
program, the
borrowers
stated
assets are verified through
receipt
the borrowers
two most recent bank

verified with
or by of
for
of
brokerage telephone
statements.
addition,
the borrowers
employment may
be
In
the employer
by
or
other
independent
means.
program places increased the borrowers
credit reliance
The
low documentation
on the value and adequacy
in
the mortgaged
borrowers scores.
property as collateral,
standing
and
some
cases) the
is
to
assets.
this
It
available
borrowers with certain loan- to-value ratios, loan amounts and credit
in
Under
program, the income as stated
the borrowers
loan application
is
not verified, income must

discre-
although
the borrowers
for
employment may be
occupation
by
verified
telephone.
(
The
borrowers
stated
be reasonable
tion).
the
borrowers
for
and assets
as determined
in
the underwriters
Assets may be verified

specific loan- to- value
higher risk transactions
and when exceptions are approved, such as

are exceeded.
for all
when
or
ratios
loan amount
limits
A
WMBs
credit report for

full/
the borrower
is
generally
required
mortgage
loans underwritten
under
alternative
and low documentation
programs.
to
Exceptions
Program Parameters
be
for
if
WMBs
made
the
on
to
factors
are present.
exception
documented,
and
an
of
to, is
of

Compensating
ratio,
senior
underwriter but
( who
employee
WMB)
ratio,
is
required.
factors
may
include,
are not limited
low loan- to- value
low debt-
to-
income
good
credit standing,
the availability borrowers
other
liquid
assets, stable
employment and time
residence
at
the prospective
current
address.
System
in
Some
through
EDE.
mortgage loans originated

proprietary
through
WMB
have been
underwritten
whole
in
or
part
as
in
of
WMBs
Based
automated
credit
underwriting report
system, known
Enterprise
Decision
Engine
the borrowers
and the
in
on
information satisfaction refers
the borrowers
specified
loan application,
of a)
or to
of
the system either

include
approves
additional
the
conditions,
which
may
b)
to
the receipt

distinguishes
an
underwriter different
In
manual
levels
underwriting.
decision,
EDE
between ten
on
of
of of
credit standing,
based
both the credit score and characteristics standing based

for
the loan.
the
WMB
has
by on
of
developed
these ten levels
credit
statistical
analysis
past performance
of
its
mortgage loans originated
the
sponsor for
own
portfolio
between 1998
and 2001.
WMB
in
of
has been using
EDE
underwriting
mortgage
loans since January 2005.
WMB
has also used
the past, and currently
or All
or
uses, other automated
underwriting
systems.
some
by
the mortgage loans owed automated

underwriting
II
Asset Trust
may
have been underwritten
through
EDE
other
systems.
WMBs
of
previously
department
conducts
quality control
reviews
of
statistical
samplings
Option
ARMs on a
regular basis.

Policies
is
of
the
WMI
Group
managed
by means
a broad set
of
policies
and principles
in
is
contained
policy
policy.
The

portfolio,
the work
of
its
a credit
of
committee,
monitoring
the
WMI
Groups credit
of
ableness exposures
the
WMI
Groups
for

for credit- related
and approving
and
setting
products
and programs.
is
of
management
creditworthiness
the borrower,
the adequacy
of
the
61
or
in
In
is
of
WMB
Return
WMIPC_500002117.00073
CONFIDENTIAL
underlying
collateral support.
of
strength
any
guarantor
is
of
Credit risk
assessment Process
a process
that requires
the evaluation
numerous
factors,
many

all
integrity relies
on the
ability
the
WMI
Groups
lending
personnel
analyze elements
risk
elements.
risk
It
also depends
on maintaining
risk rating
risk rating
accuracy
by recognizing
changing
of
credit
and promptly
initiating
changes.
Conflicts
of
Interest
Policies
of
of
to
Pursuant
WMBs code
of is
credit
ethics
( the
Code
Ethics), for
when the extension
financially
reasonable
both
in

of
to
borrowers
question.
only
Pursuant
the Code
Ethics,
lending personnel
decisions,
or
of
to
other
or
to,
considerations
influence
lending
in
or
involved
the funding
auditing
any loans
made
family
or
of
to
friends.
Servicing General
and the Asset Trust
II
Servicer
II
All
the Option
Trust
will
serviced
the Asset Trust
to
Servicer,
pursuant
the Asset Trust
II
Agreement.
WMB
its
will
have possession
Trust
in
of
the
i.
mortgage
files
e.,
documents,
etc.)
capacity
in
II
Servicer
Trust
capacity
Asset Trust
Custodian.
II
The Asset
its
obligations
Trust
Agreement
will
provide except
law.
that
WMB
may not resign from

that
as
duties
thereunder
Asset
II
and
Trust
Servicer
upon a
determination
no
duties
thereunder
until
are
longer permissible under applicable Asset Trust
II
effective duties
a successor
Servicer
has
No such resignation will become assumed WMBs servicing obligations and

If
the Asset
II
Agreement.
II
Trust
Servicer
will
resigns,
to
subject
the terms
the Asset Trust
II
the Company,
of
Agreement,
appoint
Asset Trust
II
a successor
Servicer.
II
Trust
Servicer
will
receive
for
services fee
Asset Trust
II
The Asset
a fee
as
its
Servicer
under the
II
Pooling and Servicing each Option
Agreement. The servicing

principal
will
be
as
calculated
a per annum
servicing
for
ARM
based on the
balance
for
such Option and

will
ARM. The
be paid
including,
to
fee with respect Asset Trust

limited to, late
each such Option

will
ARM
to
will
equal 0.375% per

certain ancillary
annum
fees,
monthly.
II
Servicer
be
entitled
retain
fees and charges,

payoff
but not
fees also
any prepayment fees, insufficient

additional servicing
statement
and
to
charges
with respect
the Option
ARMs as
compensation
with collections
and
will
be
by
to
entitled
certain
income generated
all
made
II
on the Option
with
its
II
ARMs. The Asset

responsibilities
Trust
Servicer
generally will
pay
expenses
in
incurred
connection
II
as Asset
Trust
Servicer
Pooling and Servicing those incurred
Agreement by
( subject
and advances,
including
of
connection
properties,
with
the liquidation
defaulted
Option ARMs,
of
the restoration
damaged
mortgaged
with
and payments
II
by the Asset
Trust
Servicer
for
taxes and insurance
premiums
to
respect
mortgaged
into
properties).
or
it in
to
its
II
The
and the Asset
Loan Documents
as defined below)
as
its
II
Any person
Servicer
may
merged, converted
consolidated,
or
to
consolidation
which the Asset
II
Trust
Servicer
II
party will
the successor
Asset Trust
Servicer
Agreement.
II
be
is
II
The Asset
described
Servicers
Trust
Servicer
will
outsource
third
party
vendors
some
servicing
functions, Trust
II
under
Third
Asset Trust
Servicer
Servicing
Party
Vendors
and Service
Providers
below.
62
II
The
ProceduresThe Asset
as
to
or
be
II
as Asset
II
ARMs
by
of
be
owned by Asset
WMB, as
be
to
to of
of
Return
WMIPC_500002117.00074
CONFIDENTIAL
II II
The Asset Trust The Asset Trust
Servicer Servicers Servicing Experience
by
WMB
Option
has been servicing
or
loans secured
real estate
other
in
by
ARMs
WMBs
table
portfolio
were
originated
WMB.
principal
The
following

including loans,
balance
of as
prime single-family
residential
mortgage
rate
loans,
conforming
and nonconforming the Asset Trust
mortgage loans and fixed rate
by
and
adjustable
mortgage
serviced
Servicer
of
II
the specified
date.
Single- Family Residential
Prime Mortgage Loans Serviced
by
the
II
Asset Trust
Servicer
September 30, 2006 Number
December 31, 2005
December 31, 2004
or of
Mortgage
Its
Loans Serviced
(
for
WMB
or
Affiliates
Their
.
Securitization
Trusts)
. .
710,431
766,384 266,334,033,007
798,269 213,524,775,375
Aggregate
Principal
Balance
$ 230,132,378,921
Number
of
Mortgage
Third
Loans Serviced
Parties
.
for
. . .
.
Unaffiliated
3,403,002
3,527,670 429,944,491,267
3,820,696 444,594,562,503
Aggregate
Principal
Balance
$ 427,577,622,402
Servicing
Procedures
Functions.
functions
Servicing Asset Trust

collection,
the Asset Trust

other
II
The
be performed
will
by
to
Servicer
under the
II

application,
Agreement
include,
among
servicing
functions,
payment
payment
investor
reporting
and other investor services,

will
default
management
II
and escrow
servicing Florida.
administration.
The Asset
Florence,
Trust
Servicer
perform
at
its
servicing
functions
loan
in
centers
located
South
Carolina;
Milwaukee,
Wisconsin;
and Jacksonville,
Pursuant
the Asset Trust the Option
to
Servicing
II
Servicer
will
be required
service
ARMs owned
inconsistent
II
by Asset
with
Trust
consistent
with
prudent
the
mortgage
loan servicing
practices
and
( unless
in
in
those servicing
diligence with
practices)
same manner
which,
and with the
same
or
II
Servicing
Standard;
to
Pooling and
care, skill,
prudence
it
and
all
which,
services
and administers similar mortgage
loans for other portfolios.
The
to
to
Asset Trust payments
II
Servicer
will
be required
make
to
reasonable
efforts
collect with
cause
to
be
collected
under the mortgage loans and,

policies, follow
the Asset Trust
II
Pooling
and
Servicing
Agreement
and
applicable
insurance
such collection
procedures
as are
in
to
followed with respect
comparable mortgage loans that are held
of
portfolios
responsible mortgage
in
is
lenders
the local areas where each mortgaged
property
located.
Under
the terms
of
the Asset
to
II
Trust
standard
applicable
the Asset Trust
Servicer
may
only
be modified
of
with
the consent
the Company. Agreement, the Asset Trust
II
the Asset Trust

conditions)
or
II
loan
Under the terms
of
II or
and
Servicer consent
subject
certain
may
waive, modify
with
vary any term
of
to
any mortgage
the postponement
strict
compliance
any such term

its
in
or
to
of
any manner grant

faith
obligor
as it
if it
indulgence the
the applicable would
good
business judgment the security

for,
if it
same manner
full
of
were the owner

such Option and
the related Option
ARM,
that
the timely and

modification,
collectability
of,
ARM

certain with other
affected
by such
waiver,
or
postponement
indulgence,
may make
modifications with
respect
in
the Option
the related property
accordance
the terms
the Asset Trust
II
ARMs and
of
Pooling
and
Servicing
Agreement.
63
to
in
to
Return
WMIPC_500002117.00075
CONFIDENTIAL
In
performing
servicing
functions,
the Asset Trust
will
of
Services,
Fidelity
division
Fidelity National
Financial
Fidelity),
it
Servicer
use computerized
mortgage
loan servicing
systems that
third
leases from Fidelity Information vendor

(collectively,
party
the
System). The Fidelity System produces

loan, including
detailed
information current
about the financial status

interest rate
of
and
II
and
will
Mortgage Loan Servicing
System.
its
each mortgage
any advances,
outstanding
principal
balance,
and the amount
unapplied
payments,
outstanding
fees,
escrow deposits
or
escrow account
overdrafts,
and about
payment,
transactions
that affect
the mortgage loan, including

( including
the amount and due date payments

additional
of
each
of
of
the date
receipt
each payment
scheduled produces
and prepayments),
information liquidation
how the payment
was
applied.
The
Fidelity including
System
also
about proceeds 2004, the
in
mortgage loans that are

received.
default,
the amount
using
of
any insurance
and
in
II
The Asset
Trust
Servicer
began
the Fidelity
System
1996. Prior
to
July
II
Asset Trust
Servicer 2004,
serviced
the
some mortgage
II
Servicer
loans using a proprietary mortgage loan servicing consolidated

servicing into
in
system;
July
Asset Trust
single
servicing
platform
by
converting
approximately 1.2 million loan records from the proprietary mortgage
loan servicing
system
to
the Fidelity System.
Under the terms

the
the Asset
Trust
with into
respect
Option
will
collected
the Asset Trust

Trust
II
ARMs
be
by
to
II
of
Pooling and Servicing Servicer
will
Clearing Account
into
controlled
II
and
be aggregated
will
a Payment
by the Asset
Servicer;
such collections
accounts
II
then be deposited funds with respect

Servicer.
controlled
by the Asset
Trust
Servicer
and may owned
or
be commingled by the Asset

received
with
other
Option
ARMs
will
mortgage
required
loans serviced
II
II
Trust
The Asset
Trust
Servicer
be
to
deposit
collections
to
with respect
the Option
Asset Trust
II
ARMs owned by
II to
be
into
certificate
account
II
by the Asset
basis.
Trust

collections
Agreement
Trustee
on a monthly
any given
required
remitted
the Asset
Trust
by
is
of
II
The amount
monthly deposit
determined
the timing
the Asset Trust

with
Servicers
receipt
of
II
of
II In
of
in
of
to
collections
the type
Servicing
collections
they represent.
accordance
will
the terms
the Asset
certain
Trust
Servicer
be allowed
to
retain
amounts
II
Pooling and
with
or
to
controlled
respect
or
to
expenses
and advances
from collections
with
apply them towards
the costs
of
certain Trust
costs and
of
permitted expenses
neither
connected
the servicing
the Option
II
ARMs. The Asset
Servicer
to
be permitted nor required
make
to
servicer
advances
cover any gap between scheduled
payments
on the Option ARMs and the
actual
collections
thereon
in
any given period.
Subject
set forth
the Asset Trust

will
II
in
to
II
Agreement, on a monthly basis the Asset
Trust
Trustee
in II
distribute collections
the
certificate
account expenses
the
Asset Trust
II
the Company, as holder
of
to
Class A Trust Certificate,
less
a)
to
fees,
the Asset Trust
b)
II
to
Delaware
payable
the Asset Trust
II
Trustee and
will
Servicer.
No
to
collections
with respect
the Asset Trust
II
amounts
be payable from
Class
Trust Certificate.
of
Under the terms
the Asset Trust
II
Agreement,
collections
with
respect
in
to
to
the
Option
ARMs may be
of
holder
invested
certain
prior
their distribution
to to by
the
as
of be
II
Company,
the Asset Trust
Class A Trust Certificate.
The Asset
II
Trust
Servicer
shall
by
entitled
retain
any investment
income produced
such investment
as
to
additional
servicing
compensation.
of
Servicing reasonable Asset Trust telephone

activities
Delinquent
Option
Foreclosure.
all
The Asset
II
ARMs;
be to
Trust
Servicer
will
make
or
on
to
efforts
collect
cause
collected
payments
efforts
the Option
include
ARMs owned
that
are 30
the
or
II
more days
letter
delinquent.
Such
drive-
may
payment reminder
calls
mortgagor,
campaigns,
by
to
property inspections
II
permissible under the Asset Trust
Loan Documents
and
applicable
law.
II
Trust
Servicer
will
required
to
to
II
The Asset Agreement
be
Pooling and Servicing Option
foreclose
upon the mortgaged
property related
each defaulted
ARM
as
which no satisfactory
arrangements can be
made
of
for
collection
delinquent
payments.
Under the
64
Return
WMIPC_500002117.00076
CONFIDENTIAL
in
be
if II
Asset Trust
foreclosure,
II
Servicer
will
permitted,
lieu
so
do
prudent
and taking into account
the desirability
principal
of
to
of
proceeds,
accept
a payment
less
will
balance
of
to
the defaulted Option property
be
to
Asset Trust
II
ARM. The
of
aware
Servicer
not
permitted
foreclose
upon a mortgaged
or
on
of
evidence
toxic
waste
other
environmental
contamination
the mortgaged property
be
it
it
and
determines that
would
imprudent
to
foreclose.
Insurance.
For each Option
ARM
to-
an
with
original loan-
value
ratio
greater
than 80%, the

Servicer
Asset Trust
Agreement
generally will require policy.
the Asset Trust
in
keep
will
full
force
and effect a primary mortgage insurance
The Asset
II
Trust
Servicer
generally
be
to
of
to by II or
loss, that
its
II
II
not
required
maintain such policy value
of if
the outstanding
principal
balance
property,
the Option
ARM
or
80%
of
less
the original appraised
the related mortgaged
unless required
applicable
law.
II
Servicers
Liability
II
The Asset
Servicer Servicer
Trust
Agreement
will
provide
that neither
the Asset Trust

( the
Asset
or
of
II
officer,
employee
agent
the Asset Trust
Servicer
Trust
Parties) will
liability
Asset Trust
II,
be under any
the Company
or
to
the holders
II
the
Asset Trust
II
Class A Trust Certificate and the Asset Trust
Class
or
of
Trust Certificate
others
for
any action taken
II
not
taken)
by any Asset
in
or
Trust
Servicer
Indemnified Party
good
faith
pursuant however,
the
Asset Trust
II
Agreement,
in
or
to
for errors
judgment;
that
provided,
that the
Asset Trust
II
Servicer
will
not
be protected
against
any
liability
would otherwise
in
or
of
be imposed by reason
willful
misfeasance,
bad
faith
gross negligence
duties
the performance
duties
reason
reckless
disregard
will
obligations
and
thereunder.
The Asset
Trust
further
provide
that
any Asset Trust
II
Agreement
Servicer
Indemnified Party
loss, liability
by
is
to
entitled
indemnification
Asset Trust
with
II
and
will
be held harmless
against Trust
any
in
incurred
connection
any legal action relating issued thereunder
the Asset
or
II
expense
Servicing
to
Pooling and
Agreement
the certificates
( except
any such loss,
or
liability,
expense
to
otherwise
reimbursable pursuant
the Asset Trust
II
Pooling and Servicing bad
Agreement)
and any
liability
expense
incurred
reason
willful
misfeasance,
faith
gross negligence
in
or
or
by
of
the
or
by
of
of
of
performance thereunder.
duties
thereunder
reason
reckless
disregard
obligations
will
and
duties that
In
addition,
the Asset Trust
II
Agreement
provide
the Asset
or
is
II of
and
Class
or
by
of
of
II
Trust
Servicer
not under any obligation

responsibilities
appear
in,
prosecute
defend any legal action that
to
its
not incidental
under the Asset
Trust
it in
in
II
Agreement
and
opinion
involve
any expense
II
may
liability.
The Asset
Trust
Servicer
may, however,
or
discretion
it
undertake
may deem necessary and the

Class
rights
to
desirable with respect
the
Asset Trust
II
Agreement
and duties
Certificate
of
the
parties thereto Trust
of
of
II
the interests
the holders
the
Asset Trust
In
of
Trust Certificate.
such event, the legal expenses costs and
such
action
and any
liability
be
of
II
A Trust
in
will
or
its
is
to
II
is
if it is
and the Asset
resulting
therefrom
will
expenses,
liabilities
and the Asset Trust
II
II,
Servicer
be
to
entitled
be reimbursed
therefor
and
to
account.
the
II
terms
the
Asset Trust
of
Agreement,
after
the occurrence
any one
with
of
several typical servicer
to
termination events, including
but not limited
receivership
respect
the Asset
II
to
Trust
failure
Servicer
or
II to
of
( subject
the expiration
typical
grace periods and materiality requirements) the
by the
to
Asset Trust
Servicer
to
the certificate
account,
the Company may remove
is
II
to If
the Asset Trust

shall
Servicer.
the Asset
appoint
II
Trust
Servicer
removed by the Company, the Company
have the sole power
Asset Trust
II
a replacement
Servicer.
II
The Asset Trust
Servicers
Under
its
the
Asset
II
Trust
Pooling and Servicing through agents
II
Servicer
will
may perform
servicing
or
responsibilities
independent
contractors,
but
not thereby
that
be
released from any
of
of
its
responsibilities
Trust
it
thereunder.
II
The Asset
Servicer
expects
will
outsource
some
65
its
II
Asset Trust
Servicer Termination
and Replacement.
Under
of
of
Return
WMIPC_500002117.00077
CONFIDENTIAL
or
responsibilities
pursuant
these provisions,
which services
actions, (
may
include
some
of all of
iv)
(
to
the following:
i)
foreclosure
of
ii)
processing
and monitoring
(
of
processing and monitoring
mortgagor maintenance, coverage
of
iii)
bankruptcy marketing
proceedings,
preservation
properties related
to
delinquent
loans,
and
(
sale
real-estate-
owned
properties,
maintained,
determining whether
flood
insurance
coverage
is
vi)
required coverage
( viii)
maintained,
( vii)
tax bill
procurement Option
and tracking
notices
of
is
delinquent
tax
payments,
ix)
(
printing
and
mailing billing into
statements,
ARM
and
default notices
and
depositing
mortgagor payments
a lockbox
account.
time,
the Asset Trust
II
From time
to
Servicer
may cease
additional
or
or
of
to
outsource
one
more
the foregoing
servicing
functions
may choose
and
to
outsource
is
for
v)
servicing
functions.
Some
vendors
may
some
functions
may
by
performed
more than one vendor.
of
II
The Asset
Trust
Servicer
has entered
criteria,
into service
level
agreements with some
its
vendors,
in
which set forth detailed performance completing

specified with tasks
including
some cases minimum time requirements
and maximum
criteria.
in
error rates,
and which
Servicer
some
cases impose penalties
for
non- compliance
applicable
such
II
The Asset
Trust
will
monitor vendor compliance
with
of
servicing
criteria
through
procedures
that
may
include
reviews
statistical
samplings
Option
Trust
ARMs and
Servicer.
reviews
reports
on vendor performance
prepared
by the vendor
or
of
the Asset
II
II
Servicers
Trust
Servicer
uses a combination
of
II
management Management
controls
and technology
include the
controls
to
of
ensure the accuracy

levels,
and
integrity
servicing
records.
controls
use
of
approval
others.
the segregation
controls
duties,
and
of
reconciliations
servicing
data and accounts,
among
ensure
to of
include
the use
ability

security
and
for
interface
controls
or
to
to
of
a
data
of II II
all
that only
persons have the
system data
submit data
include regional
or
receive
Specific that
profiles
each
job function
of
predetermined set
for
are appropriate
The
in
in
is
is
center
the Fidelity System, which and commercial the Asset
located
Jacksonville,
Florida,
kept
fire
resistant
environment,
electrical
power
backed
by
up
is
generators.
In
of
II
addition,
Trust
Servicer
conducts such
periodic
internal audits
critical
servicing
and
by
as
technology
functions.
External audits
entities
the Fannie Mae, Freddie
Mac and
Ginnie
in
by
Mae
and the annual examination
WMIs independent
accountants
connection
with their audit
of
WMI
and
subsidiaries
may provide independent
verification regulatory
the adequacy
of
its
such functions.
additional
by
II
Periodic
examination
the Asset Trust
Servicers
authorities controls.
may
provide
of
II
independent
review
the Asset Trust
Servicers
management
Both the Asset Trust
Servicer
and Fidelity maintain detailed
business
disaster
continuity
plans
so to
II
that
in
each
entity
can resume
critical
business
functions
the event
or
of
other
serious
system
return
outage, which plans are reviewed
and updated
functionality
periodically.
Fidelity
is
contractually
obligated
to
48
of
the Asset Trust
II
Servicer
full
within
hours
a reported
system outage. The Asset
in
II
Trust
Servicer
and Fidelity perform annual disaster recovery
tests
which they reroute data and

transactions
to
servicing servicing
system operations
Fidelitys
backup
site,
and then process sample

site.
from
to
of
locations
ensure the functionality
such backup
its
to to
the Asset Trust
Servicers
policy
require
other
third
party
vendors
to
It is
II
implement
records.
to
measures
similar
those described
above
ensure the accuracy
and
integrity
of
servicing
II
The Asset Trust

Washington
Custodian
will
(
the
Asset
II
Mutual Bank
act as custodian
Trust
Custodian)
for
(
Asset Trust
pursuant
a Custody Agreement,
be entered
into
on
or
to
to
before the closing date
the Asset Trust
II
Custody Agreement),
the Asset Trust
Trustee,
will
the Asset Trust
II
among
Servicer
and the Asset
II
Trust
Custodian.
II
The Asset
Trust
Custodian
hold the notes, mortgages and other legal
66
of
to
be
Return
WMIPC_500002117.00078
CONFIDENTIAL
to
related
the Option
( collectively,
the
Asset Trust
will
II
documents
ARMs
Loan Documents)
for
the
of
II
II
benefit
the Asset Trust
Trustee.
Trust
Custodian
maintain the Asset Trust
in
secure and
fire
resistant facilities.
files
held
the Asset Trust
II
Documents
The mortgage
by
Servicer
II
will
not
physically
segregated
from Asset Trust

facilities.
the Asset
will
II
Loan Documents
in
be
Trust
Custodians
Trust
II
custody
but will
shared
Trust
Custodian
review the Asset
as to
related
and deliver
all
the Asset Trust
II
Loan Documents
each Option
ARM
to
in
to
the
effect that,
except
noted
the certification,
required
documents
have been executed and
received.
of
of
In
II
the
event
the termination
the
Asset Trust
Custody Agreement,
the Asset Trust
II
Custodian Custodians
will
required
deliver
the Asset Trust
the Asset Trust
or
to
II
custody
the Asset Trust
Trustee
any successor
Asset Trust
II
Custodian
by
the Company.
II
Trust
Servicer
II
The Asset
its
may, but does not currently, pay the Asset Trust
II
Loan Documents
in
be
to
appointed
Custodian
II
a fee
services
II
Custody Agreement
from time
time.
Payment
of
to
this fee will
not
to
affect
dividends
the Company.
67
II
for
be kept
in
The Asset
II
The Asset
Loan
Return
WMIPC_500002117.00079
CONFIDENTIAL
WMI
General
It
WMI
nonbank
holding
a Washington
corporation.
owns two
as
is
federal
savings
associations
well
as numerous and loan
subsidiaries.
WMI
is
is
multiple
savings
and loan
holding
company. As a savings
company,
WMI
by
to
subject
regulation
the
OTS.
extensive regulation
WMIs OTS,
their
federal
savings
associations
are subject
and examination
Corporation laws and
by of of in it
to
the
as
primary federal regulator,

financial subsidiaries
as
well
the
Federal Deposit
Insurance
WMIs nonbank
regulations.
to
are also subject
various
federal
and
state
FDIC).
All
WMIs banking
subsidiaries
fails,
are under the

for
common
of
of of
control
WMI
and are insured
by
the
of
the
FDIC.
If
an insured
institution
claims
administrative
expenses the
the receiver
institution)
and for deposits
in
branches
( including
claims
the FDIC
as
U. S.
of
subrogee
the
failed
have priority over any
of
In
the claims banking
general unsecured
creditors.
addition,
FDIC has
connection
to
authority either
require
WMIs
in
it
subsidiaries
it
reimburse
for
losses
incurs
with
the failure
of
to
another
or
of
of
WMIs banking
subsidiaries
with
the FDICs provision
assistance
one
of
to
WMIs banking
is
in
subsidiaries that
danger
of
failure.
Holding
Company
is
a
Status and Acquisitions
as
WMI
however,
multiple
savings
and loan
by
holding
company,
defined
federal
law,
because
owns
more than one savings

because the
association.
WMI
as
is
regulated
a unitary savings and loan holding company,
OTS deems WMIs

Therefore,
to
federal
savings
associations certain
have been acquired
supervisory transactions. apply under federal law
WMI
by to
is
exempt from
restrictions that
would otherwise
holding
to
the
activities
and investments
of
multiple
savings
and loan
fails
will
if
company. These restrictions

qualified
thrift
apply
WMI
any
WMIs banking
to
of
institutions 30,
meet a
lender test established were
federal law.
thrift
As
of
September standards.
2006, WMIs banking
in
subsidiaries
compliance
with qualified
lender
of
by by
be
OTS.
WMI may not acquire control WMI may not acquired

or an
such
acquisition,
another
savings
other
association
without
the
prior
approval
of
a company,
than a bank holding company, unless the
OTS
the
an
approves
notice.
individual
unless the
OTS does
In
not object after receiving
by
be
WMI may
to
not
acquired
a bank
holding
company unless the Board
of
Governors
Federal Reserve
opportunity
System ( the
Federal
Reserve)
approves.
any case, the public must have
comment
review.
the proposed
prior
acquisition,
and the
OTS
or
on
Federal Reserve not acquire
must complete
an
an
Asset
application
Without
approval
from the OTS,
WMI may
WMIs
more than
5%
of
the voting stock
any savings
institution
that
not
one
of
is
subsidiaries.
The Gramm- Leachunless such non- financial
Bliley entity
Act generally restricts any non- financial
entity
from acquiring
WMI
or
an
was,
had submitted
to
application
become, a savings and loan

and loan holding non- financial
as
holding
company
May
1999. Because
WMI
in
was
as
of
4,
treated
a unitary savings and acquire
to
company
prior
that date,
WMI may engage
non- financial
activities
subsidiaries.
CERTAIN RELATIONSHIPS
is
AND RELATED PARTY TRANSACTIONS

of II
Servicer and the originator the HELs
WMB
by
held
Trust the
II.
the Asset Trust
Servicer,
the Asset Trust
Trust I servicer
and the Option
ARMs
held by the Company through respect
is
to
expected
Street
be the
and may be the
to
WMB
originator with
any Additional
is
is
an
of
Assets. University
Street.
indirect
subsidiary
WMB. The Company
a subsidiary
of
University
68
of
Return
WMIPC_500002117.00080
CONFIDENTIAL
is
There
relationship,
not currently, and there was not during the past two years, any material business
or
or
is
agreement,
arrangement, transaction
understanding
that
was entered
into
outside
the ordinary course
business
was
terms other
than would be obtained
in on an
or
or
on
of
is
armslength the one hand
an
transaction
with
unrelated
i)
third
party, Trust
between
any
or of
WMB
of
or
University
Street
I,
ii)
any
the
Asset Trust
II
and
Company, Asset
on
of
the Trust
the other hand. under the terms annual service fee
of
Employees
Administrative
administer the day- to- day
activities
the Company pay
of
WMB
the
Services
Agreement, which obligates

Additionally,
the
Company
provided overhead
under such agreement. expenses. minimis.
the Company the amount
periodically
reimburses
WMB
for
general
The Company expects
of
that
such service
fees and reimbursements
be
will
de
69
as
an
to
Return
WMIPC_500002117.00081
CONFIDENTIAL
DESCRIPTION
The
will
OF THE TRUST
SECURITIES
following
summary describes
beneficial
the material terms and provisions
of
the Trust Securities, 2006-
which
is in
of
represent
undivided
ownership
interests
like
amount
Series
Company
in
by
by
Preferred
Securities
held
the Trust. This description

Trust
qualified
entirety
reference
to in
its
the
of
terms and provisions
the
Agreement.
of
copy
the Trust Agreement
may be obtained upon
to
request
WMI.
General

Trust, security
(
Non- cumulative
Trust Securities,
liquidation
preference the
of
the Trust are beneficial
ownership
interests
in
of
the terms
which are set forth
the Trust Agreement.
The aggregate
liquidation
preference
is
$ 500,000,000.
of
to
The funds
of
the
Trust available
for
distribution Trust
the holders
will
be
limited solely
payments
received
the
from the Company as dividends

Securities,
or
by
to
on,
upon
redemption through
of,
the Series 2006-
Company Preferred
which payments
will
be passed
to
of
receipt
Trust
the
holders
or
does not pay any dividend

make
will
any redemption
payment on the Series 2006make the

related distribution
C
or
Company
redemption
will
the Trust
not have funds
to
payment on the
Trust Securities.
Distributions
on and the redemption
of
price
each Trust Security
be passed through
the holders dividends

price,
on the same dates and
in
of
to
the same amounts
as
if
upon
by the
Consequently,
the
Company
as the corresponding
the Trust on a
like
and redemption
applicable,
that
are paid by the Company

that
of
Preferred
Securities;
or
by
P.
is
of
2:
payment payment
dividends
instead
redemption price
received
the Trust after
00
M. New York
if
amount
Series 2006-
Company
provided
any such
time, that
such
will
be passed through
the holders
on the next day
is
to
of
Business Day. The Dividend Payment

Trust Securities
Dividend
Dates and related Dividend

Preferred
Periods are the
same
for
the
and the Series 2006- C Company

Date,
Securities,
and, accordingly,
the terms
Payment
Dividend
Period
and
Business
Day have the
same
meanings
as
applied
to
each
of
those securities.
The amount
Trust Securities
are automatically
exchangeable
under certain circumstances
into
like
of
Depositary
Trust
Shares. See Agreement,
Conditional
is
Exchange. from issuing any securities

other
Under the
Trust Securities.
the Trust
prohibited
than the
or
The
University
Trust Securities
are not obligations
of,
guaranteed
by,
WMI, WMB, Marion, the Company, The

Trust Securities
or
Street,
any
or
of
their
respective
affiliates
any other
entity.
represent
in
in
an
equity interests solely
the Trust and do not represent
interest
any
of
the foregoing
entities.
Distributions
on
be
on
on
Distributions
will
passed through
each date
Securities
which the
Company
pays
the
Trust
dividends
the Series 2006-
Company Preferred
owned
on by
on
to
the Trust, such date
on in
amount per
like
Trust Security
equal
the amount
dividends
Securities
received
( including
by
an
to
of
the Trust
of
Series 2006-
Preferred
Additional
Amounts,
by
P.
2: 00
on M.
of
is
any); time,
provided
if
that
any such payment

instead
dividends
received
the Trust after
New
to
such payment
will
be passed through
the holders
of
the next
is
day that
a Business Day.
pays
Accordingly:
on
if
the Company
full
dividends
the
a Dividend Payment pass through
Date
for
the Series 2006full
C
on
Company Preferred
Securities,
Trust will
corresponding
distributions
on such Dividend Payment Date;
70
if
York
amount
Company
to
a
of
Return
WMIPC_500002117.00082
CONFIDENTIAL
on
if
the Company
pays partial dividends

Securities, the
a Dividend
Payment Date
partial
for
the Series 2006- C
Company Preferred
proportionate
in
Trust will
pass through
distributions
the
same
amount
pays
on
on such Dividend Payment Date; and

for
no
on
if
the Company
dividends
the
a Dividend Payment Date

pass through
the Series 2006-
Company Preferred
Securities,
Trust will not
any distributions
on
the
on
Trust Securities
such Dividend
Payment Date.
of
See
Description
the Series 2006-
Company
Preferred
The record date

the relevant Dividend
for distributions
on the
Trust Securities
will
be the
first
day
the
month
in
of
which
or,
is
that
a Business Day. on the Series 2006- C Company Preferred

the Trust Securities Securities
Dividends
distributions less
if
Payment Date occurs
any such day
is
not a Business Day, the next day
Accordingly,
If
on
the Trust passes through
no
distributions
full
distributions
Trust Securities
or
dividend
less
than
will
full
dividends
Securities,
holders
to
Trust Securities
have no right
receive, date,
and the
Trust will
have
or or no
to
obligation
pass through,
such unpaid distributions

future
or
at
future
whether
not dividends
Securities
distributions
are paid on a
Dividend
Payment Date on the Company Common
Restrictions
on Dividends
certain
circumstances,
if
Under
the
OTS
determines that
WMB
operating
with
an
is
insufficient
or is
or
level
capital
engaged
the
relationship with
restrict
the Company results
an
of
in,
in,
its
unsafe and
by
unsound banking
Series 2006tions
practice,
OTS
to
could
payment
dividends
the
Company
on
of
the
in
Company Preferred
Securities,
resulting
a corresponding
in
restriction
the distribu-
by
passed through
the Trust
the holders
of
Restrictions
on Dividends
by
WMI
of
Agreement
for (
in
WMI
if
ties that Securities
will
covenant
the Exchange
full
the benefit
the holders
of
the
Trust Securi-
or for
on
any Dividend Period

ii)
(
dividends
i)
the Series 2006- C
Company
as on
Preferred
have not been declared

to,
and paid, then,
described
under
Description
the Series 2006-
C Company
Preferred Securities Restrictions
Dividends
or
or
or
by
any
of
WMI,
its
WMI
will
not declare
securities
pay dividends
with
respect
redeem, purchase
Period,
acquire,
equity capital

any,
Dividend
except dividends
plans.
in
connection
with
a shareholders
rights plan,
dividends
in
or
if
connection
with benefits
Redemption
at
of
The
Trust Securities
will
not be redeemable
the option
the holders thereof.

Securities,
On
will
each day on
which the Company
redeems Series 2006- C Company Preferred
the Trust
redeem a
in
of
like
amount
Trust Securities
for
a redemption
like
price
the
same amount as
the corresponding
Securities;
to
redemption provided
price
paid
the Trust on a
amount
of
Series 2006-
Company Preferred
that
if
any such payment

the Trust will
the redemption price

the like
received by the Trust after
00
P.
is
of
2:
M. a
New
York Time,
redeem
amount
2006-
Trust Securities
on the
next
day that
of
Business Day. See
Description
the Series
Company Preferred SecuritiesRedemption.
in
is
of
If
the redemption

date,
Securities
part instead
will
whole on any redemption
to
then the particular Trust Securities the redemption

called for
be redeemed
be selected
not more than 60 days prior

Trust Securities
fair
date
by
to
the Property Trustee from the outstanding
not previously
redemption,
by such method
as
the Property Trustee deems
and
appropriate.
71
in
is
of
of
of
of
it
than
on the
on
a Dividend Payment Date because
received
no
or
Return
WMIPC_500002117.00083
CONFIDENTIAL
notice
redemption
will
mailed
by
be
of
of
first
class
mail,
postage
last
prepaid,
be
of
of
addressed appearing than
the holders
record
the
securities
redeemed
will
be at
on to
to
their respective
addresses
the books and records
the Trust. Such mailing
30
of
at
least
days but not more
days before the date fixed
for
60
redemption.
Restriction
on Redemption
to
prior
or
Purchases
or
At
of
the
initial
issuance
WMI
will
enter
into
a Replacement
Securities,
to
Capital
Covenant
relating
the Series 2006-
Company Preferred
the Depository
Shares and the Series L the
WMI
Preferred Stock that may be issued upon a Conditional Covered Securities). The Replacement
Capital
Exchange
Covenant
( collectively will
Replacement
Covenant
as
only benefit holders
Covered Debt
defined
below) and
will
not
enforceable
the
of
holders
of
Trust Securities Capital
any other Replacement could preclude a time
Covenant
Covered Securities.
However,
Replacement Covenant
Covenant
WMI
from redeeming wish
do or
purchasing
so.
Replacement
at
Covered Securities Replacement
WMI
to
might otherwise
to
the
Capital
Covenant,
WMI
of
will
covenant
redeem
or
In
to
purchase
Replacement
price
or
if
Covenant
Covered Securities
only
and
the extent that the
total
redemption
that
purchase
or
equal
less
than designated
percentages
the net cash proceeds
its
WMI
or
to
subsidiaries
or
of
to
have received
during the 180 days prior noncumulative perpetual
the redemption stock
purchase
from the issuance
WMI
of by to
or
common
securities
or
stock,
preferred
certain
other
securities
combinations
satisfying
the requirements
raise
of
the Replacement
Capital
Covenant.
to
WMIs
redemption
ability
proceeds
from qualifying
on,
securities things,
during the 180 days prior
to
a proposed
or
purchase
will
depend
among
at
other the
market conditions
such times as well
of
as the
acceptability
prospective
investors
terms
of
to
such qualifying
securities.
in
is in
WMIs covenants
the Replacement
Capital
Covenant
will
run
of
favor
persons that buy, hold

Debt,
or
sell
WMIs indebtedness
during the period that such indebtedness
Covered
which
of
currently
comprised
will
WMIs 4.625% Subordinated
Notes due 2014, bearing CUSIP No. 939322AN3.

Capital
Other debt
replace
WMIs Covered Debt under the Replacement
Covenant
(
on
the
earlier
to
of
to
in of
of
redemption
purchase
the existing Covered Debt
an amount such
that
the outstanding
ii)
occur
or i)
the date two years prior
the maturity
the existing Covered
of to
a
is
a
principal
Debt,
the date
amount
or
is
of
the existing Covered Debt

Capital
will
become
less
than $ 100 million. terms and conditions
be
The Replacement
to
Covenant
its
entirety
will
subject
various additional
and
in
by
to
this
description
qualified
reference
the
Replacement
Capital Capital
Covenant, a copy
the form
which
available
upon request from WMI. The Replacement
Covenant
may
if
terminated
the holders
least
51%
is
the principal
amount
the Covered Debt
agree,
WMI
regard
longer
has outstanding
any longterm indebtedness
as
no
that qualifies
Covered Debt, without

rating organization. senior
by
to
whether such indebtedness
rated
nationally
recognized
statistical
Subject
the limitations described
above and the terms debt instruments,
of
to
any
preferred
affiliates
stock
ranking
or
by its
the Trust Securities purchase

private
any outstanding
WMI
Stock
or
of
may
from time
in
or be if
time
of
is
so
of
at
of
of
any outstanding
shares
Series L
WMI
Preferred
tender,
the open market
agreement.
Voting Rights
as
of
Except
Trust Securities
its
will
have no voting respect
rights.
is
In
to
to
or
of
of
is
is
by
be
of

entitled
exercise
voting
rights with
will
the Series 2006direct
of
Company
each holder
to
Trust Securities
have the right
the manner
in
of
which the Property Trustee on behalf
the Trust exercises

Securities
such voting rights with respect
to
like
of
Series 2006notice
If
amount
Company
Preferred
on a
proportionate
basis.
the Property
as
of
Trustee receives
Preferred
from the
Company
on
vote
that
the Trust
holder
Series 2006-
Company
is
to
Securities
entitled
any matter, promptly after learning
of
such entitlement, the
to
to
of
Property Trustee shall cause
be mailed
each holder
of
Trust Securities,
notice
such vote
72
Return
WMIPC_500002117.00084
CONFIDENTIAL
of
of
( including
a description
the subject
matter
the vote and related circumstances any notice
to
the extent
known
the Property Trustee), along with a copy
or
of
to
other
written
communication
by
to
received
the Property Trustee from the Company with respect

the
such vote and related matters.
each such
notice, Trust
Property Trustee shall request direction
from each holder

Securities
Trust Securities
as
at to
how the
issue.
a holder
Series 2006-
Company
Preferred
shall
vote
on
of
the matter
Each holder
Trust Securities
shall
have the
right
direct
the manner
in
of
to
which the Property
on
of
Trustee
behalf
the Trust exercises
such voting rights with respect
like
amount
Series 2006-
Company Preferred
Securities.
of
Notwithstanding
rities
the description
above
the voting rights available
of
to
holders
the Trust Secu-
by
of
to
under the Trust Agreement, such voting rights may be exercised
only
beneficial
owner
of of
by
Trust Security
that
Person
Person acting
U. as S.
or
U. S.
U. S.
is
irrevocable
agent with discretionary owners
of
powers for the beneficial

owner
a Trust Security
that
not a
Person. Beneficial
U. S.
are not
Persons must irrevocably
appoint
U. in S.
Person with discretionary

this
as
to
to
powers
act
their
agent with respect
such voting
rights.
As used
paragraph,
the term
or
U. S.
Person means, for United States federal income tax purposes, a citizen
of
resident
the
is or
in
or
United States, a corporation
created
organized
includible
under the laws
the United States
or
of
any
state,
estate
the income
which
in
an
of
gross income for United States federal income tax

within
or
if
purposes
regardless
source,
its
a trust
court
the United States
able
to
of
is
its
exercise
authority
or
of of
the the
that,
is
primary supervision
all
control substantial
over
administration
and one
more United States persons have
decisions
of
the
trust.
In
the
case where the Company,
the Property Trustee and the Delaware
Trustee wish
to
enter
of or
into
one
more agreements supplemental

for
they may
so
do
to
without
the
consent
the holders
the following purposes:
to
of
i)
evidence
the succession
to by
to
of
another
entity
the Company
and the assumption
any such successor
of
the covenants
for
in
to to
the Trust Agreement; the Trust Securities,
or ii)
Company contained
of
add
the covenants
the Company
the
or
of
of
benefit
the holders
surrender
any
right
power conferred upon the

which
A)
or
or of
Company;
defective
( iii)(
correct
supplement
any provision
therein
the Trust Agreement
may
B)
or
to
inconsistent
with
any other provision

arising
make
any other provisions

that
or
to
respect
matters
questions
iii)
(
under the Trust Agreement, provided

affect
any such action
of
taken under this clause
shall
not materially adversely
the interests
the holders
of
or
or
be
to
with
the
Trust Securities;
cure any ambiguity
correct
any manifest error. Any other amendment
in
agreement
supplemental aggregate
the Trust Agreement
by
be
to
must
writing
and approved
majority
by
holders
for
of
liquidation
preference)
then outstanding,
Securities
provided
or or
of
to
iv)
the purpose
such approval,
any Series 2006-
Company Preferred
that
are directly they were
by
indirectly
held
beneficially
owned
any member
the
WMI
Group
will
treated
not outstanding.
Conditional
Exchange
be
Each
to-
Trust Security
will
exchanged
automatically
for
like
amount
of
newly issued
in
as if
or
be
of
Fixed-
Floating
Rate Depositary
Shares, each representing a
1000th interest
one share
Exchange
Event. An
Exchange Event
undercapitalized
if
Series L
WMI
Preferred Stock,
the
OTS
will
directs
writing
upon
after
the occurrence
occur when:
WMB WMB
the
becomes
under the OTSs
prompt
corrective
action
regulations;
or
receivership;
in
or
is
OTS,
its
sole discretion, action
anticipates that limits
WMB
becoming
in
undercapitalized
the near term
takes a supervisory
directs
the payment
of
dividends
WMB
and
in
or
by
connection
therewith,
an exchange.
circular,
this
For purposes
this offering
exchange
as
is
of
to
referred
the
Conditional
Exchange.
73
an of
in
so
1/
or
of
to
as In
a
of
Return
WMIPC_500002117.00085
CONFIDENTIAL
so
an
of
If
the
OTS
directs following obligated
the occurrence
Exchange
Event, each holder
of
Trust
Secu-
or
be
to
to
rities
will
unconditionally
surrender and
WMI
will
its
agent any certificates

obligated
representing
by
be
to
owned
for
such holder,
WMI
a
to
unconditionally receipt
issue
such
in
holder,
exchange
each such
Trust Security,
depositary
representing a
like
amount
be by
or
or
of
of as
the
Depositary
Shares. Any Trust Securities
purchased outstanding
redeemed
will
any
its
WMI
affiliates
prior
of
the time
exchange
will
not be deemed
and
not
to
subject
the Conditional
Exchange.
8: 00 or if A.
The
exchange
Conditional
Exchange
will
occur
M. New York
such date
time,
the date
for
as
on
of
such
in
in
set forth
the applicable
OTS
directive,
not set forth
the directive,
A.
8: 00
M.,
New
as
York time, on the earliest possible date such exchange
could occur consistent
with
by
by
of
the directive,
evidenced
the issuance
WMI
be
a press release prior
such time. As
of
to
the
of all of
time
exchange,
all
rights

for of
will
transferred
WMI
without
any further action
the Trust,
the holders
will
Trust Securities
holders
in
as
of
beneficial
interests
the Trust
cease, and such persons
be,
all
purposes,
the holders
of
Depositary
Shares.
an
WMI
to
Event
will
mail notice
the
issuance
OTS
30
an
of
of
of
directive
after
the occurrence
Exchange
or
each holder
Trust Securities
within
days,
and
WMI
will
deliver
cause
be
to
of
delivered)
for
to
each such holder depositary receipts such depositary

receipts
Depositary
Shares upon surrender

for
of
the Trust Securities. are not delivered,
Until
are delivered
in
or
the event such depositary

will
receipts
any certificates Depositary
previously
representing Trust Securities

authorization
be deemed
all
purposes
to
represent Shares and
Shares. All corporate
necessary
for
WMI
will
be to
issue the Depositary
as
the Series L completion occurrence
WMI
this
to
of
of
or
Preferred Offering.
Stock
the time once the
exchange
directs
completed
prior
upon
the
of of
Accordingly,
OTS
be by
Conditional
Exchange
holders
after
by
an
be
to
Exchange Event, no
action will
required
taken
of
Trust Securities,
to
WMI,
other
than
inform the OTS),
the Company
After
the Trust
order
to
WMB
in
by
by
by
or
effect
be as
of
of
the automatic
exchange
will
the time
exchange.
the occurrence
of
the Conditional Exchange,
owned
by
WMI.
be in
Holders secondary
obligation
Trust Securities,
this
purchasing
such securities,
whether
in
by
or
of
this Offering
the
market after
Offering, will
deemed
for
have agreed Shares
bound
by
be
to
to
the unconditional
the
exchange
Depositary
if
the
OTS
to
so
to
directs following
an
of
occurrence
Exchange
Event. The Trust Agreement
provides
that
the holders
of
Trust Securities
be
to
will rities,
unconditionally
will
obligated
surrender such Trust Securities.
Prior
issuance
of
the Trust Secuthe Trust
WMI
an
enter
into
Exchange
Agreement
depositary
the Exchange
Agreement) among WMI,
as
and Mellon
Exchange.
Investor
Services
LLC,
( the
to
Depositary),
implement the Conditional
of
Holders
voluntarily.
Trust Securities
cannot exchange
after
will
their Trust Securities
for
Depositary
Shares
of
Absent an
for
OTS
of
directive
the occurrence
occur.
an Exchange
Event, no exchange
directive
Trust Securities following the
Depositary
Shares
Upon the issuance
an OTS
on
occurrence
an Exchange Event, the Series L
WMI
will
Preferred
Stock and the related a newly issued series

with
in
to
or
of
of
Depositary
preferred dividends, that
Shares
be issued and
will
the Conditional Exchange
constitute
of
stock
WMI
have substantially similar terms and provisions
respect
as
liquidation,
and redemption
the Series
2006-
Company Preferred
Securities,
except
the Depositary
Shares:
of
will
not have the benefit under
to
the covenants,
including
with
respect
any
additional
taxes,
of
described
Description
Series 2006-
Company
Preferred
Securities Voting Rights
and Covenants;
will the
be redeemable
prior
the Dividend
Capital
Payment Date occurring
in
to
December
2016
to
only
upon
or
or
of
occurrence
a Regulatory
Event
a Rating Agency Event
payment
of
U. S.
Treasury- based
make- whole amount;
and
74
of
by
will
of
to
of
is
to
Return
WMIPC_500002117.00086
CONFIDENTIAL
Additional
Amounts
under
will
not
payable with respect Series 2006-
the Series L
Preferred
WMI
Preferred Stock
of
described Amounts.
Description
Company
Securities Additional
or
for
addition,
if
WMI
fails
pay,
declare
and
set
aside
payment,
full
dividends
the
on
In
to
the
Series L
WMI
of
Preferred Stock
directors
will
or
other
Voting Parity Stock for six Dividend
Periods,
authorized
of
number
voting
WMIs
increase
by
two,
and the holders
Series
WMI
of
Preferred
Stock, two
of
together
with
the holders
any
other
Voting Parity Stock,
will
have the
right
to
elect
in
in
directors
addition
the directors
then
at
to
office
the next annual meeting
shareholders.
in
in
of
WMI
to
prior issue
will
covenant
the Exchange
Agreement
Preferred
favor
the holders
of
the Trust Securities Exchange,
of
the issuance
preferred
the Series L
WMI
Stock upon a Conditional the Series L

will
WMI
its
will
to
any
stock that
would rank senior
WMI
Preferred
Stock upon
of
issuance.
with
Each share
Series L
WMI
of to
Preferred Stock
upon issuance The
rank
Initial
at
least pari
passu are under
if
WMI,
any,
then outstanding.
Purchasers
of no
obligation
and
not intend
make
to
a market
in
do
to
the Depositary
will
Shares. Absent the occurrence

liquidation preference,
Conditional
Exchange,
holders
Trust Securities
have WMI,
no
of
dividend,
or
redemption
other
rights with
respect
any security
of
WMB
or
University
Street.
Form, Transfer and Book- Entry Procedures The

Trust Securities
will
be issued only
in
bookentry form. See
Book- Entry
Issuance.
Payments and Paying Agent
in
in
of
of
Payments
respect
the form
will
Global Securities
will
be made
to
the
the
as
of
address
( the
the holder entitled thereto

will
such address
appear on the register. The
DTC nominee
will
in
of
Nominee)
be
the
registered
holder
the form
of
Global Securities.
credit
by
of
to
be
to
Payments made
the order
the Nominee
Participants.
will
made
wire transfer
DTC and DTC

described
of
the relevant accounts

Book-
the
DTC
In
the event that the circumstances
under
Situa-
Entry IssuanceForm, Denomination,

the
Transfer
and Book- Entry Procedures Special are not
tions
When
or
Global Security Will Be Terminated
apply and the Trust Securities

will
in
the form
direct
in
Global Securities, check
payments
respect
be made
by
of
of
wire transfer,
will
to
of
deposit
mailed
the
address
the holder entitled thereto as such address

Paying
appear on
will
the securities Wilmington appointed

will
register.
The paying agent
( the
Agent)
for
initially will
in
Trust
Company
its
individual
capacity,
WTC) and any co- paying agent
be
by
the Trust. The Paying Agent and any co- paying agent ( collectively, the
Paying Agents)
to
to
be permitted
resign
as Paying Agents upon 30
days written
will
notice
the Company.
as In
the event Paying
no
that
WTC
will
longer be the Paying Agent, the Company
appoint
a successor
to
act
Agent.
Registrar
and Transfer Agent

act Registrar
WTC
will
the Registrar) and Transfer Agent
the Transfer Agent)
Trust Securities.
or
of
of
on
for
as
Registration Trust,
transfers
Trust Securities
will
be
effected
without
will
charge by
behalf
of of
or
but the Property Trustee
the Registrar and Transfer Agent
require, prior
to
registration,
to or
as
of
payment
sufficient transfer
the giving
such indemnity
the Registrar and Transfer Agent charges

that
cover any tax
other
governmental
in
or
may require) may be imposed connection

or to to
register
of
sum
any
with
of
definitive the
Trust Securities.
The
Trust will
not be required
cause
be
of
of
registered selection
transfer
definitive
Trust Securities
during the period
15 days before the day
of
at
of
for
redemption

for
and ending
the close
business on the day

for
of
of
mailing
the notice
redemption
the
Trust Securities
that
have been
called
redemption.
75
of
be
the
as
that,
be
to
not
Return
WMIPC_500002117.00087
CONFIDENTIAL
Expenses
of
the Paying Agent,
Transfer Agent and Registrar
or
or
the Paying Agent, Transfer Agent

liable
Registrar incurs
fees,
charges
expenses,
for
which
not otherwise
under the Agency

Transfer
Agreement,
entered
or
be
on
to
into
before the closing date, the
among WTC,
person
as
Registrar,
Agent and Paying Agent, and the Trust acting through
or
Property Trustee
the request
for
a holder
or of
Trust Securities
other
person, such holder
or
at
of
other
be
will
liable
such fees, charges
expenses.
Notices
in by
be
of
by of
to
Notices
the holders

clearing
will
given
delivery writing
the relevant notice

for
the Trust
DTC
and any other relevant
securities
system identified
communi-
by
of
cation
each
them
to
entitled participants.
Listing
The
system.
Trust Securities
will
not
listed
any securities exchange
or
be
on
automated
dealer quotation
Governing Law The

with Trust
Agreement
the State
and the
Trust Securities
will
governed
and construed
in
by
be
accordance
of
the laws
of
Delaware.
Restrictions
on Transfer
on
For information regarding

Notice
restrictions
ownership
and
of
transfer
see
to
Investors.
76
to
it is
If
Return
WMIPC_500002117.00088
CONFIDENTIAL
DESCRIPTION
The Company and
following Preferred
OF THE SERIES
2006-
C COMPANY PREFERRED
by of in
SECURITIES
summary describes
Securities.
the Series 2006reference obtained
C
to or
This description
to
is
its
qualified
entirety
the terms
provisions
the
LLC
Agreement.
copy
the LLC Agreement
may
be
of
of
upon request
WMI.
General
The Fixed- to-Floating Rate Perpetual

dation
Non- cumulative Preferred
Securities,
Series 20062006-
C,
by,
liqui-
in
preference
$1,000
per security and $ 500,000,000 are limited

liability
the aggregate
( the Series
C
of
Act the the
Company
Preferred
Securities),
company
in
interests
the Company, the terms
in
which are set forth
the LLC Agreement.
When
issued,
the Series 2006-
Company Preferred
be
no
in be
to
Securities
will
validly issued,
and
additional
payments
will
required pursuant the Company.

rights with
the
LLC
any
for
such securities
represent
limited liability Securities
company
will
interests
The holders
respect
no
Series 2006limited liability
Company Preferred
have
preemptive
to in
or
company
interests options
the Company purchase

will
of
any other securities
the Company convertible
or
or
into
carrying rights Securities
any such securities.
The Series 2006- C Company Company Common Company and

will
to
of to of
to
Preferred
are perpetual
and
not
convertible interests
into
Securities
in
or
any other class
series
limited liability
company
the
not
be
of
subject
or
any sinking fund
other
obligation
the Company
Securities
for their
repurchase issued
or
to
of
retirement.
The Series 2006The Series 2006WMI, WMB, Marion,

Series 2006represent
C C
Company Preferred Company Preferred
in
be
will
certificated
form only.
Securities
are not obligations
or
of,
guaranteed
entity.
or
or
of
University
Street
any
their
respective
affiliates
any other
The
Company Preferred
Securities
solely entities.
represent an interest
in
the Company
and do not
in
an
interest
any
of
the foregoing
or
The Series 2006-
Company Preferred
agency
by
Securities
are not insured
guaranteed
the FDIC
or
any other insurer
governmental
or
instrumentality.
Ranking The Series 2006Securities
to
Company Preferred
Securities
will
rank senior
the
Company Common
Securities, including
and
will
rank pari passu with any other series
of of
Company payment
Preferred
in
the Outstanding
Company
of
Preferred
Securities,
terms
dividends
and on liquidation.
of
The Companys Board and

additional equity
Managers
ranking
has the power
to
create and issue Junior Equity Securities
securities
pari
passu with the Series 2006-
Company Preferred
(
in
or
Securities
Parity
terms
payment
dividends
on
of of or
of
of
liquidation
redemption
any such
securities,
the
of
Equity Securities) provided

that
(
without
the consent
effect
the holders
the Series 2006- C Company Preferred any Parity Equity Securities, any assets acquired the pro the equal
to
i)
Securities,
after giving
the issuance
forma net book value
the Companys
with
assets ( after giving effect
in
of
Company
connection
the issuance
such Parity Equity Securities

liquidation
New
Assets)) will securities
or
of
exceed 1.5 times the
sum
the aggregate
preference
of
the preferred
and any such Parity Equity Securities the Companys pro forma
that

for
by
to
of
issue,
to
ii)
after giving effect with
such issuance,
FFO
the four
fiscal
quarters
in
to
beginning
( calculated
the
fiscal
quarter that
which such Parity Equity Securities

Parity
are proposed
be issued
A)
or
ing
proposed
rate will
new
Parity
Equity Securities during such four

for
bear dividends
fiscal
based on a
floating
rate,
the applicable
applicable
dividend
not change
in
quarters
from the rate
effect
on the
B)
or
date
that
determination,
assuming
each Option
ARM
will
directly
indirectly
owned
by
of
if
assuming
such proposed
Equity Securities
are issued and that,
outstand-
the
Company
in
the interest rate
the applicable
with
mortgage
note and the then effective note not change date
determined
rate
in
accordance
such mortgage
during such four quarters from the
in
and minimum monthly payment
effect
on the
of
applicable
determination,
and
C) as
77
or
be
Return
WMIPC_500002117.00089
CONFIDENTIAL
or
be
of
to
adjusted pay
full
reflect
any
New
on
that
Assets) equals
all
exceeds
150%
issue
the amount that would then outstanding

iii)
required
of
annual dividends
preferred securities
the Company
and any such

not
Parity
Equity Securities
and
the Company
otherwise
in
breach
any
covenants
set forth
the LLC Agreement.
Funds from
or
of
of
its
operations,
FFO,
with
or or
means net income
of
( excluding
gains
losses)
from sales
property and taking into account
by
on to
respect
interest
each Option
ARM
directly
indirectly
owned
for
the Company only the cash payment
the related mortgage
note,
but otherwise
computed
in
accordance
with
GAAP), and
plus
depreciation ventures.
and
amortization,
and after adjustments

partnerships
unconsolidated
joint
partnerships
joint
be
Adjustments for unconsolidated
and
ventures
will
calculated
to
reflect
funds from operations
on the same
basis.
The Series 2006Outstanding
Company Preferred
Securities,
Securities

offered without
with
respect
to as
its
of
the
Company
Preferred
and are being
the consent
will
of
the holders
of
the
Outstanding
Company Preferred
Securities
because the Company
comply with the tests Preferred Securities:

less
of
to
outlined
above. After giving effect

the
the issuance
the Series 2006assets

will
C Company
of
the
pro forma net book value
of
the Companys
be $7,708,022,354,
dividends
declared,
if
but unpaid,
any,
the aggregate
liquidation
preference
Series 2006Securities,
Company Preferred
together,
will
Securities
and the Outstanding
Company Preferred
taken
of
be $2,500,000,000,
and the
ratio
the pro forma net book value preference

will
of
the
Companys assets
to
such aggregate
for
liquidation
be
3.08;
and
on
i)
the Companys
for in
pro forma
FFO
is
the four
fiscal
quarters beginning
ii)
X),
(
October
1,
2006,
full
calculated
the manner above,
$327,002,962
the amount required

Securities
to
pay
on
dividends
ing
one year
Preferred
the Series 2006-
Company
Preferred
and the Outstand-
in
Company
Securities
calculated
the manner set forth above
is
that
Y),
iii)
$162,710,000 $82,937,962.
and
150%
amount
$ 244,065,000
and
exceeds
so
as
The LLC Agreement

remain outstanding,
provides
that,
long
any Company
of
any series
of
at
of
the Company
Securities,
may
not,
least
two- thirds
all
series
Company Preferred
voting
together
as
of
a single class, issue Senior Equity Securities.
Dividends
by
For purposes
this offering
circular,
we
refer
distributions
payable
the Company
Securities
will
securities
dividends.
Dividends
as
at by
of
of
if,
payable
funds,
when and
declared
basis for
the Companys
Board
Managers out
until
its
legally
available
a noncumulative
annual rate
6.665%
December
15, 2016 and
3-
on
an
of
USD
LIBOR plus 1.7925%
on
the period starting
December
thereof,
15, 2016 and each Dividend which
Period
in
on
thereafter,
each case,
the liquidation
preference
is
$1,000 per security.
if,
Securities, arrears
Companys Board
Managers,
will
be payable
in
of
quarterly
on March 15, June 16, Septemor,
if
Dividends
on the Series 2006- C Company Preferred 15
when and
declared
by
be on
as
on
to
of
month
year,
Business Day, the next Business Day ( each such date, a
Dividend
Payment
if
ber 15, and December
each
commencing
on March 15, 2007,
any such day
is
of
not a from
Date).
Each
period
or
of
of
and
including
a Dividend Payment Date
the date
issuance
the Series 2006-
Company
is
to
Preferred
Dividend
Securities) Period.
but
excluding
the following
Dividend
Payment Date
to
referred
will
herein
by
the a day Day, any
of
is
Dividends
Securities
accrue from
first
of
for
dividends,
or,
if
December
the month
13, 2006. The record date
the payment
declared,
will
be the
in
is
if
which the relevant dividend
payment occurs
payable
full
is
any such day
not a Business
the next day that

Securities for
a Business Day. Dividends
on the Series 2006Period

will
Company
Preferred basis
or
any period greater
less
than a
Dividend
be computed on the
x)
any Dividend
Period ending prior
the Dividend
Payment Date
in
for
to
December
the
2016,
twelve
(
30- day months, a 360- day year, and the actual number
days elapsed
period,
and
y)
in
of
for
in
by
of
Dividend
Period thereafter,
the actual number
days
the relevant period divided
360.
No
78
of
of
in
to
is
to
Return
WMIPC_500002117.00090
CONFIDENTIAL
be
on
interest will Securities,
paid
any dividend
payment made
Shares.
on
the Series 2006-
C Company
Preferred
or
Trust Securities
Depositary
or
Business
Day means any day other than a Saturday, Sunday

York,
any other day
on
which banks are generally
in
New
York,
New
London,
England,
Seattle,
Washington
or
Wilmington,
Delaware
or
required
authorized
by law
to
be
closed.
to of 3-
Month
USD
LIBOR means,
to
with respect
any Dividend
Period,
a rate determined
on the
U. S.
basis
the offered rates for three- month
U. in S. of
dollar
deposits
not less than a principal amount
is
equal
that
which
representative
for
a single transaction which appears
such market LIBOR
at
such time, commencing
of
on the
first
day
such Dividend
Period, time,
on
Telerate
for
Page 3750 as
M.,
such Dividend
Period.
as
S.
on any LIBOR Determination
Date no rate appears

time,
on
LIBOR
Telerate
Page 3750
approximately 11: 00
M.,
London
the Company
another
affiliate
WMI
of of
or U.
A.
on
of
behalf
the
Company
interbank
will
such LIBOR Determination Date request four major reference
banks
in
on
the London
of
market selected
by the Company
provide
the Company
with
quotation
the rate
in
U. in S.
which three- month deposits
dollars,
commencing
on the
market
first
day
of
such Dividend
at
are
to
Period,
by
as
offered
them
prime banks
the London interbank
A.
to
of
M.,
at in
London
time,
on such LIBOR Determination
Date and
principal
amount equal
that
which
in
representative
for
a single transaction
such market
such time.
will
If at
least
two such quotations
is
to
are
3-
provided,
Month
USD
LIBOR
for
such Dividend
Period
be the
arithmetic
mean
will
rounded
upward fewer
as
3- of
if
necessary
the
nearest .00001 are provided,
such quotations
calculated
than two quotations
Month
USD
LIBOR
for
such Dividend
Period
be the
arithmetic
to
of of
of
if
mean
banks
rounded
upward
necessary
the nearest .00001

first
1%)
the rates quoted as Period
M.,
New
York time, on the
day
such Dividend
by
A.
of
three
major
in
in
by
U. S.
New
York,
New
York selected
the Company for loans
to
dollars
leading
European
banks, for a three-month period commencing

principal
on the
first
day
such Dividend
Period and
in
of
amount
of
not less than $1,000,000.

for
LIBOR Business Day means any day on which commercial banks are open
general
in
in
business
( including
dealings
deposits
in
U. S.
dollars)
London.
as
to
LIBOR Determination
is
Date means,
first
each Dividend
Period,
the date that
two LIBOR
to
Business Days prior
the
day
of
such Dividend Period.
U. S.
LIBOR
Telerate
Page 3750 means the page
display
page
of
Moneylines
Telerate
Service
or
designated
service
3750
such other
may replace
that
page on
or
as
as
that service,
such other
rates
as may be nominated as the
information vendor, for
the purpose
of
displaying
to
3-
comparable
month
USD
LIBOR).
Securities
Dividends
If
the
of
Companys Board
Managers does not declare a dividend on the Series 2006- C Company Preferred
in
or
of
Securities
declares
less
than a
full
dividend
respect
any Dividend
Period,
holders
of
the
full
Series 2006dividend,
Company Preferred
for
Securities
will
have no
right
receive
any dividend
will
or
to
If
1%)
by
to
of
the Company.
as the case may be,
that
Dividend Period, and the Company
have no
Securities
obligation for that
or
pay any dividends Dividend respect

other Period,
full
dividends
on the Series 2006are declared
Company
Preferred
or
whether
not dividends
and paid
for
any future Dividend Period with
any
series
Securities,
the Company
Common
or
to
of
Securities
any
Junior
Equity Securities.
Restrictions
on Dividends
or
no
During a Dividend
Period,
dividends
will
be declared
paid on any securities
of
the
Company
in
ranking
junior
the
Company
or
Junior
or
to
of
of
Preferred
Securities
respect
payments
dividends
on
in
liquidation
Junior
Equity Securities), other than dividends Equity Securities ranking
payable
Junior
Equity Securities
of
or
same
or
to
class
series,
junior
that class
series,
and no
Junior
79
to
the
If
A.
London
on the LIBOR Determination Date
of
Return
WMIPC_500002117.00091
CONFIDENTIAL
for
or
as be
Equity Securities
indirectly
( other
will
purchased,
redeemed
otherwise
acquired
consideration,
directly
than
result
reclassification
Junior
Equity Securities
or
of
of
for
into other
Junior
Junior
for
or
or
Equity Securities,
the exchange
conversion
Junior
Equity Securities
or
of
into other
on
of
all

Securities
for
such Dividend
Period
series
Company Preferred
in
have been declared
and paid
full,
declared
and
set
aside for payment,
as
or
the case
may
be.
in
or
When
all
for,
dividends
are not paid
full
on,
a sum
all
sufficient
for
such
full
payment
all
is
not set apart
of
series
the
Company Preferred
Securities Security
will
Securities,
dividends
declared
upon
of
series
the per
Company Company
Preferred Preferred
be declared
series will
pro rata. Thus,
the
amount each
of
dividends the
declared
ratio
in
of
to
all
each
cases bear such series
other
same
that Period,
i)
full
dividends
will
per Company
Preferred Security
of
for
the then- current Dividend

for
in
of
or
and
which
ii)
( full
not
include
any accumulation
will
respect
unpaid dividends
prior
Dividend
Periods,
for
in
dividends, Periods,
which
all
not include any accumulation
respect
of
unpaid dividends
prior
of
Dividend
on
other series
Company OTS
to
Preferred
Securities,
bear
each
other.
certain
circumstances,
if
Under
the
determines that
WMB
operating
with
an
is
insufficient
or is
or
level
capital
engaged
the
relationship with
restrict
the Company results
an
of
in,
in,
its
unsafe and
including
unsound banking
practice,
OTS
could
the Companys
to
ability
pay dividends,
of to
of
dividends Business
the holders
the Series 2006-
C Company
See
The
Company
the Company.
Restrictions
on Dividends
by
WMI
of
Agreement
for
in
WMI
if
ties that
will full
covenant dividends
the Exchange
the benefit
the holders
of
the
Trust Securi-
i)
Securities,
or
Trust I Securities paid,
WaMu Cayman
or
Securities
for
any Dividend
Period have not been declared
ii)
on
any series
Company Preferred
or
of
and
or
or
to,
of
a
WMI
will
not
declare
pay dividends
with respect
redeem, purchase
acquire
any
equity capital with
securities
Dividend
Period,
except dividends
plans.
in
connection
rights plan,
if
a shareholders
any,
dividends
in
or
connection
with benefits
Redemption
at
The Series 2006holders thereof.

limiting
its
Company Preferred
Securities Capital
will
not be redeemable
the option
of
the
in
of
of
to
Subject
the Replacement
Covenant
favor
certain
WMIs debtholders
Preferred
or
to
WMIs and
subsidiaries right
(
purchase
redeem the Series 2006- C Company

under Description
or
as
Securities
among
others)
described
of
the Trust Secur-
or
itiesRestriction
on Redemption
the
to
Purchases, and subject
the Company having received the
of
prior
approval
OTS
of
for
any proposed
redemption
Series 2006-
Company Preferred
Securities:
at
Securities,
the Company may,
its
option,
redeem the Series 2006- C Company Preferred Payment Date
in
in
whole
but
not
part,
any Dividend
prior
the Dividend
Payment Date
Act Event, equal
to:
an
of
December
2016 upon the occurrence
a Tax Event,
Event,
Investment
Company
or
Rating Agency Event

the greater of:
a Regulatory
at
Capital
a cash redemption
price
i)
$1,000 the
per Series 2006-
Company Preferred
Security,
of
of
ii)
sum
the present value from the Dividend
or
Preferred
Security, date,
in
discounted
Payment Date
undeclared
December
for
2016
to
the redemption
of
all
dividends
each Dividend
Period from the 2016,

date,
redemption discounted
date from
and
including
the Dividend Dividend
Payment Date
in
to
December
their
applicable
Payment Dates a 360- day year
the redemption
each case on a
quarterly
basis
( assuming
of
consisting
twelve 30-day Banker, plus
as
at
months)
the Treasury
Rate,
calculated
by an Independent
Investment
0.50%, plus
80
in
to
in
on
to
its
Return
WMIPC_500002117.00092
CONFIDENTIAL
any declared
to
the redemption
date;
in
in
whole
but
not
part,
prior
the Dividend
Payment Date
December
2016
of
for
any reason other
than the occurrence
a Tax Event, an Investment
or

redemption
price
at
a Regulatory
Capital
Event,
a cash
equal
to:
the greater
of:
i)
$1,000 the
per Series 2006-
Company Preferred
Security,
of
of
ii)
sum
or
Preferred
Security, date,
in
discounted
Payment Date
undeclared
December
for
2016
to
the redemption Periods
of
all
dividends
the Dividend
from the 2016,

date,
date from
and
including
Payment Date
in
to
December
their
applicable
the redemption
each case on a
quarterly
basis
( assuming
of
consisting
as
at
months)
the Treasury
Rate,
calculated
by an Independent
Investment
0.35%; plus
any declared
to
the redemption
date;
in
in
whole
but
not
part,
any Dividend
Payment Date
after
the Dividend
Payment Date
is
December
Investment
2016
that
not a Ten- Year Date, upon the occurrence
of
a Tax Event, an
or
at of
for
a Regulatory
Capital
Event,
to
cash redemption any declared
price
equal
$1,000 per Series 2006-
Company
Preferred
Securities,
to
the redemption
date;
in
in
or
on
whole
part,
at
is
that
a Ten- Year
Date
a cash
any declared
of
redemption
price
$1,000 per Series 2006-
Company Preferred
Security,
plus
to
the redemption
date;
and
after
in
in
whole
but
not
part,
any Dividend
Payment Date
for
the Dividend
Payment Date
December
2016
is
that
not a Ten- Year Date

to:
any reason other than the occurrence
a Tax
at an
Event, Event,
Investment

price
or
a Regulatory
Capital
a cash redemption
of:
equal
the
greater
i)
$1,000 per Series 2006-
Company Preferred
Security,
of
of
ii)
the
sum
the present value

Ten- Year Date
for
or
Preferred
Security,
discounted
from the next succeeding
to
the redemption date, Periods from the
of
all
undeclared
dividends
the Dividend
to
redemption
date
and
including
the next succeeding Dates
Ten- Year Date, discounted
Dividend Payment
( assuming
the redemption
in
to
date,
each case
on a
quarterly
basis
a 360- day year
of
consisting
twelve 30-day months) Period immediately

will
3-
at
the
month
USD
LIBOR Rate
date
to
applicable
the Dividend
3-
preceding purposes
such redemption
( which
month
USD
LIBOR Rate
also,
calculating
such redemption price, be the rate used
in
of
calculating
the
as
amount
for
each such undeclared

Banker; plus
by
dividend),
calculated
an Independent
Investment
any declared
without
to
date;
in
of
each
to
case,
accumulation
date.
any undeclared
with
respect
Dividend
Payment
Dates prior
to
the redemption
Comparable Treasury
Investment
Issue
means the United States Treasury

maturity
security
selected
to by
the
Independent
Banker
as having a
comparable
to
the term remaining
the
81
in
on
in
a
plus
on
in
to
in
to
Return
WMIPC_500002117.00093
CONFIDENTIAL
in
Dividend
Payment Date
with
December
financial
2016
that
would
pricing
utilized,
the time
selection preferred with
and
in
accordance
customary
practice,
new issues
of
perpetual
Securities
securities
of
to
having terms similar
those
the Series 2006-
Company
Preferred
respect
to
the
in
the
be
at
or
of
up
of
of
payment
dividends
and
distributions
dissolution
winding
of
issuer
such preferred
stock.
for
to
of
Comparable Treasury
Preferred
Price
means, with respect
any redemption Treasury
date
the Series 2006for
Company
redemption
Securities,
the average
of
the Reference
Dealer Quotations
such
of
date, after
excluding
the highest and lowest
such Reference
five
Treasury Dealer QuotaTreasury
or if
tions,
the Independent
Investment
Banker obtains fewer than
such Reference
of
Dealer Quotations, the average

Independent
all
such quotations.
Investment
Banker
means an independent
investment
banking
institution
by
national
standing
appointed
the Company.
to
An
Preferred
Investment
Company Act Event occurs
with
respect
the Series 2006-
C
or
Company
an
of
Securities significant
when the Company determines, based upon

risk
of
receipt
opinion
counsel,
of
that
is
I,
there
that
the Company,
Asset Trust
II
any other Asset under the
be
an
Subsidiary Investment
will
considered
investment
company
that
required
be
to
is
registered
in
as
Company
Act,
a result
a change
applicable
laws, regulations
or
of
related
interpretations.
Rating Agency
Event occurs
when the Company

the equity
criteria
an
reasonably
for securities
determines that
amendment,
in
as
or
clarification
change has occurred
such
the Series 2006-
of
Company
Preferred
Securities
any Rating Agency that then publishes

for
a rating for
WMI
which
equity
in
or
amendment,
credit
clarification
change
results
a lower
equity credit
WMI
than the respective
by
on
to
assigned
such Rating Agency
the Company Preferred Securities
the closing date
this Offering.
Reference (
Treasury
Dealer means each
three
primary
U. S.
of
government
that
securities
dealers
as
Dealer),
specified
by
Treasury
substitute
Dealer specified
for
the Company ceases
to
be a Primary Treasury
if
each a Primary Treasury
by
the Company;
provided
any Primary the Company the Company

will fails
Dealer,
of
to
select
a substitute
within
a reasonable
period
time,
then the substitute
will
be a Primary Treasury
by
Dealer selected
Reference
the Independent
Investment
Banker after consultation
with
the Company. Treasury Banker, Dealer
Treasury
date,
Dealer Quotations means, with respect
to
each Reference
Investment
as
by
if
such Primary Treasury Dealer another
Primary Treasury Dealer and
and any redemption

bid
the average,
determined
the Independent
of
for
in
as
of
the
and asked
principal
prices
Issue
( expressed,
each case,
a percentage
in
amount) quoted
writing
the Independent
Investment
third
Banker
by
to
its
such Reference such
P.
00
Treasury
Dealer
date.
M.,
New
on
at
5:
York
City time,
the
Business
Day preceding
redemption
to
Regulatory
Capital
Event occurs with respect
the Series 2006-
C
no
Company
Preferred
an
of
of
Securities significant
when the Company determines, based upon

risk that
is
a
receipt
opinion
will
counsel,
that there
the Series 2006-
Company Preferred
Securities
longer constitute
core
by
of
of
capital
for
purposes
laws,
the capital adequacy
regulations
issued
after
the
OTS
of
the
result
in
or
change
applicable Preferred
regulations
related interpretations
issuance
Series 2006- C
Company
Securities.
A
i)
(
to
Tax Event occurs with respect
the Series 2006-
Company
Preferred
Securities
when the
risk
Company determines,
the Company
will
based upon receipt
is
an
of
of
opinion
counsel,
that there
significant
by
to
be required
relevant
jurisdiction
withhold amounts from payments

for
to
of
holders charges,
any Series 2006ii)
Company Preferred by a
taxes
relevant
Securities
taxes
or
any other governmental
to
of
WMB
as
that
the
the Trust
will
be
required for
jurisdiction
withhold
amounts from payments
or
or
or
or
as
will
be
treated
as a
publicly
corporation
as
an
association
iii)
the holders
any other governmental
charges
the Company
taxable
82
is
of
to
of
a
Return
WMIPC_500002117.00094
CONFIDENTIAL
for
in
as
as
a corporation
tax
purposes,
a result
any change
law
or
or
or
regulation,
any
judicial
regulatory action, Securities.
that
effective
announced
after
the issuance
of of by of of
the
is
Series 2006-
Company Preferred
to
Treasury
Rate means the rate per year equal

Issue, calculated
the quarterly equivalent
to
yield
maturity
Comparable Treasury
using a price for the Comparable Treasury Issue ( expressed
of
as a percentage
date.
to
its
principal
will
amount) equal
calculated
the Comparable Treasury Price for such redemption

third
The Treasury Rate
be
on the
Business
Day preceding
Securities
the redemption date.
A
first-
notice
redemption
the Series 2006- C
Company
of
to be
of
of
Preferred
will
mailed
be
to
of
class
mail,
postage prepaid,
last
addressed appearing
the holders
record
the securities
redeemed
on
at
their
respective
addresses
the books and records
of
the Company. Such mailing

for
be
35
will
least
days but not more than
65
at
days before the date fixed

Preferred
redemption.
to
The Companys
applicable regulatory
ability
redeem any Company
Security
to
is
subject
compliance
of
requirements, including Under current

policies
the prior approval
the OTS, relating
to
the redemption only
capital
instruments.
would
granted
redemption the
were
made
out
the proceeds
the issuance
another
capital
instrument
OTS
of
were
determine
capital.
that
the conditions
and circumstances
WMB
or if of if on of
the OTS, such approval
be
of
of
the
be
to
of
of
to
of
of
or
the the
with
of
warrant the reduction
source
permanent
Restrictions
on Redemption
or
Purchases
or
At
to
of
prior
will
issuance
into
the Series 2006-
Company Preferred
Covenant described
Securities
and the Trust Secu-
rities,
WMI
enter
the Replacement
Capital
under
of
Description
its
the
Trust
SecuritiesRestriction the Companys,

Preferred
on Redemption redeem
or
Purchases, limiting WMIs

certain securities,
and
subsidiaries,
or
to
including
ability
purchase
including
any series
the
Company
Securities.
Rights
upon
the
Liquidation
event the Company voluntarily
or
In
involuntarily dissolves
and winds up, the holders

will
at
Series 2006liquidating
Company Preferred
Securities

security, plus
entitled
to
be
receive
in
dividends
the amount
liquidation,
of
$ 1,000 per
any authorized,
declared,
for
but unpaid
to
of
of
dividends
the date
out
the Companys
assets legally available
distribution,
is
of
of
to
before any distribution
assets
made
holders
Junior Equity Securities
and subject
to of
the
of
rights
general creditors.
After
payment
the
full
amount
the liquidating
to
of
of
distributions
which they are entitled,
no
of
holders
Series 2006-
that,
will
have
right
claim
to
C Company
In
or
any
the
Companys remaining
winding
series up,
assets.
the event
upon any such
or
voluntary
involuntary
dissolution
and
all
to
the available
assets are insufficient

Securities,
pay the amount
of
the liquidation
distributions
of
of
Company Preferred
will
of
all
then the holders
the series
proportion
Company Preferred
the
full
in
in
of
Securities
share ratably
any such distribution otherwise
assets
to
liquidating
distributions
which they would
be
to
respectively
entitled.
or
For such purposes,
the Companys
consolidation
merger with
or
into
any other
entity,
the
or
or
or
consolidation
merger
any other
entity
with
will
into
the Company,
the sale
or
of
of
all
substantially dissolution
or
of
be
the Companys
up.
property
business,
not
deemed
to
all
constitute
the Companys
and winding
Voting Rights and Covenants
as
of
Except
voting series rights.
set forth below, holders
Series 2006-
Company
Preferred
Securities
will
not have any
The LLC Agreement

the
all
provides that, so long
as
any Company Preferred
Securities
or
are outstanding,
as
of
at
of
of
least
two- thirds
Company will not, except with the consent series the Company Preferred Securities,
83
affirmative
vote
of
a
the holders
single
voting
together
Return
WMIPC_500002117.00095
CONFIDENTIAL
of
class
( provided
that for
the purpose
Trust
I
such approval, a
like
amount
of
Company
that
Preferred
Securities indirectly
as
or
Securities
WaMu Cayman
WMI Group
Securities
are directly
by
held
beneficially
owned
any
member
as if
or
be
of
will
treated
they were not
outstanding):
or
effect
consolidation,
merger
share exchange
or
with
into into
another
entity
provided
with,
or
that
the
or
or
Company may consolidate

entity entity
merge
or
with
into,
enter
a share exchange
another
other
without
if
the consent
the holders
the Company
with,
A)
of
of
the
B)
or
is
controlled
by,
under
for
common
federal
control
WMI,
to
the other entity elects
be
as
treated
a partnership
income tax purposes
and
not required
register
C)
an
investment
company
under the 1940 Act,
the other entity expressly assumes the consolidation, merger,

for
of to to
all
the
Companys
exchange,
into
(
obligations
and commitments pursuant
or or
to
share converted
of D)
the outstanding the surviving
Company
having
Preferred
Securities
are exchanged
shares
entity
preferences,
limitations,
and
relative
voting
and
other
to
of
rights substantially identical
those
the
Company Preferred
Securityholders,
Securities,
including effect
limitations
E)
on
of
personal
liability
the
Company Preferred
share exchange,
of to
after giving
the
notice
or
merger, consolidation,
no breach,
or
event which, with the giving
or
or
by
of
passage
time
both,
could become a breach,
the Company
of
obligations
under the
LLC Agreement
written
shall
have occurred
and be
continuing,
and
F)
the Company has received

satisfied;
confirmation that
the Rating Agency Condition
has been
issue
any Senior Equity Securities;

for
incur
any indebtedness
borrowed
money;
Equity Securities unless the Companys
on
pay dividends
four prior fiscal
full
the Companys equals

all
Junior
FFO
for
the pay
or
quarters,
exceeds
150%

Securities;
be
of
required
on
of
annual dividends
series
Company Preferred
to
of
fail
invest
the proceeds
the Companys
assets such that the Companys
FFO
over any
or
of
period
four fiscal
quarters
will
equal
all
exceed
150%
of

Securities;
to
pay
full
annual dividends
on
of
series
Company
Preferred
issue
any additional
affiliate
Company Common
to
Securities
any person, other than University
Street
or
of
another
WMI;
in
or
of
amend
otherwise adverse
change the terms
any Asset Documentation
a manner which
or
or
to
of
to
materially
the Trust,
the holders
of
that affects only

will
Trust Holders Trust
securities;
provided,
however,
that,
or
if
any amendment
or
change
is
one
Holder
the holders
one Trust Holders
securities,
the amendment
of or
of of
change
of
at
of
require only Preferred
the class vote held
the holders
least
(
two- thirds
separately
the series
Company
by
Securities
that Trust
Holder
voting
and not
as
a single class with but affects
any other class) and,

differently,
if
the amendment
will
or
change a
class
affects
more than one
class class
them
of
then the amendment

Securities,
require
vote
each
of
affected
Company
Preferred
each
voting separately;
as
or
remove
the
cause
removed,
applicable,
Washington
of
Trusts
name
or
unless the
name
WMI
the
Companys
the
name
any other Trust Holder, the Trusts the new group name; provided, change
will
or
of
if
name
only thirds
be
to
consistent
with the
however,
that,
any change
affects
of
one
Trust Holder,
require
only the class vote held
the holders
of
at
least
as of
the series and not
Company a
single
by
of
Preferred with
Securities
that Trust
Holder ( voting
separately
class
any other class); cause the
or
take
fail
take any action that would
Company
taxable
as
to
to
to
be
fail
treated for
partnership federal
( other
than a publicly traded partnership
as a
corporation)
United States
84
or
two-
be
to
as
U. S.
is
to
Return
WMIPC_500002117.00096
CONFIDENTIAL
in
engage
or
U. S.
trade
business
for
United States federal income tax purposes; under the Code
for
fail
hold only assets that qualify
the portfolio interest exemption

federal withholding taxes;
or
to
are
otherwise
exempt from United States

its its
affairs
to
fail
manage
such that
income does not constitute
unrelated
business
taxable
income for United States federal income tax purposes;
be
take
expected
cause a Tax Event,

Capital
an
to
Investment
or
a Regulatory
Event;
amend
Certificate affects the
Formation
LLC Agreement
of
Company one
in
or
of
its
a manner that materially and

Securities; provided,
adversely
that,
terms
of
any series
only
or
Preferred
however,
if
such amendment
will
by
of
affects
class
preferred
securities
( voting
issued
the Company,
such amendment
single class with
require only
the class vote
such
as or to
of
class
separately
and not
if
the other class) and,

will
such amendment
affects
both classes but affects them

class
of
differently,
then such amendment the Company, the
require
class
vote
each
of
all
preferred securities
issued
by
each voting separately.
In
of
addition,
LLC Agreement
its
of
provides that, except Manager,
with
the consent
not:
the
Companys
Managers,
including
Independent
the Company
will
or
terminate,
amend
otherwise merger
change any Asset Documentation;
or
or
effect not
consolidation,
share exchange
( excluding
the Conditional Exchange)

Securities applicable,
that
to
of
tax- free
the holders
any
of
series

Securities,
and the
related
or
Trust Securities, transaction
Trust I Securities
WaMu Cayman
or
as
unless such
by
of
was approved
the consent
affirmative
vote
the holders
of
at
least
two- thirds
series
the Company Preferred Securities,
as
of
of
all
voting
together
single
class.
In
to
addition,
if
the
will
provide that
i)
LLC Agreement
the
Company
fails
pay
(
ii)
full
dividends
fails
any series
the
full
Company Preferred
dividends
Securities
on any Dividend Payment Date,
the Trust
pass through
paid by the Company
on the Series 2006- C Company
Preferred
full
Securities
or
of
to
to
the
holders

fails
pass through
dividends
by the Company on
Dividend
Preferred
of
the
series
Company
held by that Trust Holder, on any
or
of
of
all
iii)
Payment Date
Securities,
a Bankruptcy
Event occurs, the holders
the series
Company
any
as
by
voting
together
to
single
class,
majority vote,
are entitled
remove the
or
initial
in
other
vacancy
existing
the office
of
the Independent
Manager. the benefits the Company
in
fill
any succeeding
Independent
Manager
to
and
the vacancy
created by such removal
The LLC Agreement
requires that,
assessing
of
to
any proposed the
of or
action
requiring his
her consent, both
the Companys
Independent and
Manager
all
take into account
of
interests
holders
Company Common
in
that
of
Securities
series
the
Company
Preferred
of
Securities.
The LLC Agreement provides

considering
the interests
the holders
of
the
Company
the Companys
Independent
Manager
owes the same
to
duties
such
to
of
holders which the Independent
Manager owes
the holders merger
Company Common
Securities.
As a Company
condition
effecting
any consolidation,
or
to
share exchange
described
above, the
to
of
of
will
mail
the holders
record
Securities least
to of
notice prior
such such a
or
be
consolidation, transaction certificate
merger
share exchange.
The
at
notice
will
mailed
15 days
becoming
effective
and
will
contain
of
description that
such transaction
together
with
of
of
one
the Companys
officers stating
such transaction precedent
complies with the requireprovided

therein relating
in
ments set
forth
the
LLC Agreement
fulfilled.
and that
all
conditions
such transaction
have been
of
As described under
Trust Securities Trust
will
Description
the Trust SecuritiesVoting Rights, each holder
to to
have the right

rights
direct
the manner
which Property Trustee
of of
in
on
behalf
the
exercises
voting
as
like
amount
of
its
Series 2006-
Company Preferred
Securities
85
to on
paid
of
is
Return
WMIPC_500002117.00097
CONFIDENTIAL
by
on
of
to to
of
held
the
Trust with respect
any
the
matters
which a holder
Series 2006-
Company
Preferred
Securities
is
entitled
vote.
of
WMIs
Preferred
articles
incorporation
do not contain
similar
covenants
regarding
the Series L
WMI
Stock following an exchange
of
Therefore,
following
Conditional
of
Exchange, provided
holders
the
Depositary
Shares would no longer have any voting rights, except as

with
right
in
or
elect directors
if
by Washington
law
connection
the
to
dividends Stock
are skipped
Voting
in
or
of
not paid
full.
See below under
Description
the Series L
WMI
Preferred
Rights.
Additional
Amounts
as or
If
the
Company
as is
the Trust
will
required
additional
pay any Additional
Taxes
result
an
of
to
Additional
on
Tax Event, the Company

Securities Preferred Additional
pay
will
amounts
that
the Series 2006-
Company
Preferred
as so
as
be
on
such amounts
required
dividends
will
the Series 2006-
C Company
of
result
as
or
be
Securities
the Trust Securities, Amounts).
applicable,
not
reduced
any such
Taxes
Additional
Additional
Taxes means the
sum
of
any additional
taxes, duties subject
and
other
governmental
or
to
to
charges
Additional
which the Company Tax Event.
the Trust has become
from time
time as a result
of of of or of
an
An
opinion
Additional
Tax Event means the determination by the Company, based upon receipt
an
in
counsel,
rendered
by a law
in
of
firm
experienced
such matters,
form and substance
or as
of
reasonably
satisfactory
( including
the
Company
and WMI,
the
effect that,
in,
a result
any amendment thereunder)
change
any announced
proposed
subdivision
change)
the
laws
any regulations
or or
the United States any

official
any
political
taxing authority
thereof
therein,
as a
result
is or
administrative
pronouncement
judicial effective
decision
interpreting
applying
such laws
or
or
or
the
regulations,
which amendment
change
the date
is,
which proposed
change, pronouncement
i) is
or
decision
risk that
announced
the
on
is
of
of
after
issuance
there
significant
or
or
of
Company
by
a
the Trust
will
be
within
90 days
the date
of
such opinion
to
counsel,
required
relevant
jurisdiction
withhold
amounts from payments

respectively,
to
the holders
Series 2006-
Company Preferred
charges,
(
or
Securities
ii)
Trust Securities,
for
any taxes, duties
or
of
and
other
governmental
the Trust
federal
will
within
90 days
the date
of
be
is,
such opinion
or
of
to
to
or
on be
will
counsel,
like
subject
United States
income tax with respect

Securities
income
received
iii)
accrued
is,
the
amount
Series 2006-
Company Preferred
held
or
by it
of
the Trust
of
of
of
within other
90 days
the date
such opinion
counsel,
subject
more than a de minimis amount
or
taxes, duties
other
governmental
charges.
Amendments and
University
of
Termination
the
LLC Agreement
to of
time, without
at
Street
may,
any time and from time
the consent
(
the holders
Securities
any series,
i)
amend
that with
the LLC Agreement:
correct with
in
supplement any provision
the LLC Agreement any other provisions

that
may be
respect
or
defective
inconsistent
or
provision
therein,
make
matters
or
to
to
questions
or
to
of
any other under
arising
the LLC Agreement, provided
any such action taken under this clause
will
of
of
of
affect
the interests
the holders
any series
the Company
and provided
or
of as by or to
further that
any such amendment shall not cause the Company,
the Trust

for
to
be required
be
registered
under the 1940 Act,
be
taxable
as a
corporation within
United States Federal
in
or
income tax purposes, determined

for
treated
engaged
a trade
or
as
be
business
the United States,
ii)
United States Federal income tax purposes;
cure any ambiguity
or
to
inconsistency
or
or
to
to
correct
error,
iii)
any manifest
give
effect
the
future
issuance
of
Parity
Equity Securities
to
Junior
Equity Securities
and
set the designations,
preferences,
and
of
rights
any such Parity Equity
or
Security
Junior Equity Security.
Any
other
amendment
of
the LLC Agreement
must be approved
of
of
of
vote
holders
two- thirds
by aggregate
of
liquidation
preference)
any series
the Company
86
of
to
of of to,
to
or
or
or
to
or
of
Return
WMIPC_500002117.00098
CONFIDENTIAL
as
Preferred
Securities, that for
voting
together
single
class
or if
provided
the purpose
such approval,
any
or
holds
beneficially
owns any
of
Trust Securities
securities
any other Trust Holder, then a
or
of
of
( see Voting Rights and Covenants); member WMI Group directly indirectly like
amount
the applicable
series
will
Company
the
as if
be
of
of
Preferred
Securities
will
treated
they were not
of
outstanding.
The Company
notify
Paying Agents and the holders

within
of
any
of
such amendment
the LLC Agreement

will
a reasonable
period
of
time.
The LLC Agreement Governing Law The LLC Agreement
terminate upon the termination
of
the Company under the LLC Act.
and the Series 2006-
Company
be
Preferred
Securities
will
governed
by,
in
of
and construed
accordance
with,
the laws
of
the
State
Delaware.
87
Return
WMIPC_500002117.00099
CONFIDENTIAL
DESCRIPTION
of
The
complete
following
OF OTHER COMPANY SECURITIES

the other
summary
the terms
Company
securities
does not
purport
in
of
to
is
all
and
subject
respects
the applicable
provisions
the
LLC
to
Act and the
LLC
of
Agreement. A copy
the
LLC Agreement may be
obtained
upon request
WMI.
Common
General
Securities
The Company has

offering,
outstanding,
and
will
continue
have outstanding
will
upon consummation
Street.
of to
for
to
be
this full
of
1,000 Company
Common
Securities,
which
be held
by
of
all
University
The Company Common
Securities
may be
or
sold,
assigned
otherwise
transferred
by
University the
or
of
Street
another
entity,
subject
WMI
maintaining direct
indirect
ownership
100%
of of
to
to
by
of
to
outstanding
Company Common
Securities
and
receipt
University
Street
an
opinion
will
counsel
the effect that as a result
any such sale, transfer
assignment the Company
not be taxable
corporation
for
United States federal the LLC Agreement,
or
to
of
Pursuant
the affirmative
voting
vote
the holders
least
two- thirds
will
series
as
at
of
of
all
Securities,
together other
single class,
the Company
not issue any additional
Company Common
or
Street
of or
Securities
affiliate
Junior
Equity
to
Securities
any person, other than University
another
WMI.
be
No
Securities
to
additional
payments
will
required pursuant
the LLC Act for Company
Common
against
represent
limited liability price
company
in
to
interests
the Company upon issuance
payment
of
the purchase
therefor.
Voting
to
of of
of
Subject
the limited rights
the holders
the Series 2006-
Company
Preferred
Securities,
as
described
under
Description voting Parity
to
and Covenants,
Securities
and any
other
of
rights
granted
holders
all
the Outstanding
Company Preferred
security
and any
of
Equity Securities,
Securities.
voting
rights
the Companys
holders
in
are vested
the Company
Common
Dividends
to
The Company Common payment
all
Securities
will
rank junior
the Company
Preferred
Securities
as
dividends.
No dividends
be declared
in
or
of
paid
any Dividend
Period on the Company
Common Common
indirectly
of or in
Securities, Securities
( other
other
will
than dividends
payable
Company
otherwise
Common
acquired
Securities,
and no Company
directly into
be purchased,
redeemed
for consideration, Securities

for
than
result
reclassification
Company Common
of in
such Dividend
or
or
or
as
of
Company Common
into
Securities,
the exchange
conversion
Company Common
Period on
set
all
Securities
Company Common
Preferred
Securities),
unless dividends
of
series
the
in
Company
case
Securities
have been declared and paid
or
full,
aside for payment, the affirmative

voting
as the
or
to
may
of
be. Pursuant
the LLC Agreement, except with the consent
vote
of
the
holders
single Junior
least
two- thirds
series
the
Company FFO
pay
for
as
at
of
of
all
Preferred
Securities,
together
class,
the Company
will
not pay any dividends

the four prior
fiscal
Securities
or or
other
Equity Securities
unless the Companys
quarters equals
exceeds
of
to
on
150%
series

Securities;
of
all
full
annual dividends
series
the Company
of
Preferred
provided
that for the Securities indirectly
purpose
such
approval, Trust
a
I
like
amount
of
the applicable
of or
as
of
Company Preferred
any
Trust Securities,
Securities
or
or
Securities
that
are directly
held
beneficially
owned by any member
WaMu Cayman WMI Group will
be
as if
treated
they were not outstanding.
88
or
or
of
as to
or
of
Return
WMIPC_500002117.00100
CONFIDENTIAL
Liquidation Rights
The Company Common

Securities
of
to
all
Securities
will
rank junior
series
or
of
upon
of
In
liquidation.
the event
any voluntary
involuntary
dissolution there
the Company,
after
the Companys
debts and
liabilities
have been
satisfied
and
have been paid

preferential
or
of
all
set
for
of
of
aside
the holders
series
the Company
the
full
amounts
be
of
which such holders are entitled,

equally
the holders
Company Common
to
Securities
will
entitled
share
and ratably
in
any assets remaining.
Outstanding
Company
Securities
The Outstanding
Company Preferred
rank pari passu with the Series 2006-
C Company
C Company
Board
as
of
dividends
and upon
will
liquidation
the
Company. The terms
of
to
the
be
Outstanding
Preferred
Company
to
Preferred
Securities
the Series 2006thereon.
to
to
Securities
other
than with respect

Securities
the rate applicable
dividends
The
as
will,
if,
Series 2006-
Company Preferred
when and
until
by
declared
the Companys
3-
of
at
of
Managers,
pay dividends
an annual
rate
6.534%
March 15, 2011, and

month
USD
by
Trust
thereafter.
are held
by on
as to
of
7,
which issued a
like
amount
Trust
will,
Securities
investors
March
2006. The Series 2006- B Board
Preferred
Securities
an
at
of
pay dividends
annual rate
7.25%. The Series 2006- B Company Preferred Securities
if,
Company
when and
declared
the Companys
of
Managers, are held
by
on
to
of
WaMu
Cayman, which issued a
like
amount
WaMu Cayman
or
automated
Securities
investors
March
2006. The Series 2006- A Company Preferred
Securities
and Series 2006- B Company

dealer quotation
Preferred
on
Securities
are not
listed
any
securities
exchange
system.
to
Ability
Issue Additional Preferred
Securities the Company may not issue any Senior Equity Securities
Pursuant
incur
the LLC Agreement, except

with the
or
of
of
at
or of
to
any indebtedness
consent
affirmative
vote
holders
least
two- thirds
as
series
the
Company Preferred
the Series 2006-
Securities,
voting
together
a single class,
as
of
all
described
under
of
Description
C Company
Parity
Preferred Securities Voting Rights and Covenants.

without
The Company may Company Company

Preferred Preferred
issue additional Securities
Equity Securities
the consent
of
the holders
Securities Ranking
if
only
the tests described are satisfied.
under Description
of
the Series 2006-
89
of
7,
I,
LIBOR plus 1.4825%
The Series 2006-
A Company
to
all
Return
WMIPC_500002117.00101
CONFIDENTIAL
DESCRIPTION
The
Preferred following Stock.
OF THE SERIES
in
L WMI PREFERRED
STOCK
of
the Series L
summary describes
WMI
Preferred
by
The
of its
description
qualified
entirety
reference
the terms and provisions the Series L
of
WMIs
Stock.
articles
incorporation
and the
articles
amendment
establishing
WMI
to of
copy
WMIs WMI.
articles
incorporation
and such
articles
amendment can
be
of
of
obtained
upon request
General
WMI
under
has authorized
and reserved for issuance

Trust
upon a
Conditional
Exchange,
as
described
of
of
Description
the
Securities Conditional
Exchange, Stock,
500 shares
its
Series L
prefer-
no
Perpetual
Fixed- to-Floating
( the Series
Rate Preferred
Preferred
par value and liquidation
of
ence $1,000,000
Preferred Stock,
WMI
Stock).
The shares
Series L
WMI
depositary
if
and when issued upon a Conditional
Exchange,
will
represented
of
of
1/
shares ( the
Depositary
Shares),
each
representing
1000th
will
a share
Series L
WMI
by
be
Preferred respect
no
Stock. The holders
the Series L
WMI
or
Preferred Stock
have
preemptive
rights with
is or
any shares
WMIs capital stock
any
other securities convertible
into
carrying rights
to
options
purchase
any such capital stock.
The Series L WMI Preferred Stock
perpetual
and
will
or
or
be
of
of
not
convertible
into
shares
WMI common
or
stock
any other class

for its
series
its
capital
stock,
and
will
not
subject
any sinking fund
other
obligation
purchase
or
be
to
retirement.
as
(
or
their class
of
of
its
The Series L
dividends,
WMI
Preferred
Stock, upon issuance, preference
will
have substantially equivalent
terms
as
redemption, liquidation
Securities
and redemption
for
preference
the Series 2006-
Com-
pany
Preferred
and
Trust Securities
which they
may
be
exchanged,
except that the under
Series L
Preferred Stock: Series 2006-
i)
WMI
will
not have the benefit

Preferred
of
the covenants
described
Description
Company
and Covenants
or
of
ii)
Additional
December
the occurrence
Amounts
and (
will
redeemable
prior
the Dividend Payment
Date
occurring
on
2016 and

Capital
is
Date thereafter
that
not a Ten-Year Date only upon
or
or
of
a Regulatory
Event
a Rating Agency Event below.

for
payment
of
the applicable
as
make- whole amount
described
under
Redemption
and
set
or
if
addition,
WMI
fails
pay,
declare
aside
payment,
full
dividends
on
In
to
the Stock
Series L defined
WMI
Preferred Stock after

for of
issuance
any other class
series
WMI
by
Parity
for
below) having
similar voting rights
Voting Parity Securities)
six
Dividend Periods
two.
on
be
or
equivalent,
the authorized
with
number
directors regulatory Preferred
WMIs board
will
increased
to,
Subject
compliance
directors, with
any requirement
approval
non- objection
persons serving
the holders
Series L
WMI
as
of
Stock, voting
together
as to be of in
of
or
of,
the holders
any outstanding
Voting
Parity Securities, next
will
have the right
to
elect
two directors
in
to
at
addition
the directors
then
office
WMIs
related
annual meeting
of
shareholders.
The Dividend Payment Dates and

Stock, once issued, the Trust Securities
Dividend will
Dividend
Periods for the Series L

related
WMI
Preferred
be the same
as
the Dividend
Payment Dates and
Dividend Periods for Date and
and Company
Preferred
Stock, and the terms Dividend Payment
as
to
Period will
have the same meanings
applied
the Series L
WMI
Preferred Stock as Stock
it
applied
that
if
those securities,
being understood
occurring
the Series L
WMI
is
to
Preferred
not issued
will
prior
the Dividend
Payment Date
in
to
December
Series L
2016, a Dividend
Payment Date
for
to
of to
deemed
occur on such date with respect
the
WMI
Preferred Stock
the purposes Day, when
determining the interest rate and the terms
redemption thereof. The term
Business
to
used
with
reference
the Series L
WMI
Preferred
Stock, means any day other
than a Saturday, are generally
or or
in
Sunday
required
any other day

authorized
which banks
New
York,
New
York
or
on
Seattle,
Washington
by law
to
be
closed.
The Series L
described under
WMI
Preferred
Stock
will
be
to
subject
the Replacement
Capital
Covenant Purchases.
Description
on Redemption
90
or
of
as
or
or
of
its
in
be
to
to
to
of
of
to
is
Return
WMIPC_500002117.00102
CONFIDENTIAL
Ranking
in
in
of
WMI
to
prior issue
will
covenant
the Exchange
Agreement
Preferred
favor
the holders
of
the Trust Securities Exchange,
that,
of
the issuance
preferred
the Series L
WMI
Stock upon a Conditional the Series L
WMI
its
will
not
to
any
stock that
would rank senior
WMI
Preferred
Stock upon
issuance.
The Series L
WMI
Preferred
Stock
any,
will,
upon issuance, rank
at
least pari
passu
with
the most
of
to
if
senior preferred stock
WMI,
then outstanding,
and
any other preferred
stock that
WMI
and
Preferred
in
may
issue
the future. The Series L
WMI
Preferred
Stock
will,
with
respect
to
dividend
I
rights
i)
rights
on
liquidation,
winding- up and dissolution, rank Preferred Stock, Series
on a
parity with
(
WMIs Series
WMI
which
Stock, Series J
WMI
or
K WMI
rank
Preferred Stock
each
as
defined
below) and
in
of
each
other
class
series
preferred
stock
WMI may
on
issue
the future, the terms

with the
or
expressly provide
that
such class
series will
parity
Series L
WMI
of
Preferred
Stock
on
as
as to
dividend
rights
and
up
rights
WMIs liquidation,
winding-
and
its
dissolution
( collectively
referred
to
to
Parity Stock)
ii)
WMI
that
and
senior
WMIs common
stock,
Series
RP
Preferred
Stock
and
in
of
each
other
class
capital
stock
WMI may
or
of
issue
the future,
the terms
which do not expressly Stock as

referred
to
it
provide
rights
ranks on a parity with
senior
the Series L
WMI
(
to to
Preferred collectively
dividend
and rights
WMIs
liquidation,
winding-
and
dissolution
as
on
up
Junior
of
Securities).
WMI may
with without
authorize
and
issue additional
shares
preferred
stock that may rank junior

liquidation,
or or
as
pari
passu
the Series L
WMI
of
Preferred Stock
dividends
and upon
Preferred
winding
of
dissolution
the consent
the holders Stock
the Series L
WMI
Stock. See
of
Description
the Other
WMI
Capital
below.
Dividends
as
Dividends
the Series L
Preferred
Stock
will
payable
if,
WMI
its
when and
declared
of
of
WMIs Board
Directors
out
legally available
funds,
at
basis
an annual
rate
6.665%
but not including,
December
thereafter
15, 2016
or
to,
of
( whether
not a Business
thereof,
Day) and which

their
3-
on
Month
USD
LIBOR plus 1.7925%

share,
the liquidation
preference
or
to
is
$ 1,000,000 per
issuance.
from and including the Series L
the Dividend
Preferred
Payment Date on
if,
prior
date
as
Dividends
will
WMI
in
Stock,
when and
by
on
declared
WMIs Board on the
of
Directors,
be payable
issuance
quarterly
arrears
on each Dividend Payment Date, commencing
of
of
by
Period
on
be
first
such day
after
the Series L
WMI
Preferred Stock. The record date for the payment
is be
dividends,
if if
declared,
will
the
first
day
the month
for
in
of
which the relevant Dividend
Payment Date
or,
is
occurs payable
will
any such day
not a Business
Day, the next day that
a Business Day. Dividends
the Series L
WMI
or
on
Preferred Stock
any period greater
less
than a
full
Dividend
i)
be computed
on the basis
in in
of
to
or
for
any Dividend
Periods ending prior
December
2016,
(
days elapsed
the period and
any Dividend
Periods thereafter,
the actual number
days elapsed
in
of
the relevant dividend
period
by
be
on
divided
360.
No
interest will
paid
any dividend
payment
will
made
the
on
the Series L
WMI
Preferred
or
of
Stock 1000th
Depositary
Shares. Holders
Depositary
Shares
receive
for
each Depositary
Share
on
of
of
any such dividend
payment made
single
share
Series L
WMI
Preferred Stock.
on
be
or If
Dividends
Directors
the Series L
WMI
Preferred
Stock
will
noncumulative.
WMIs Board
declares
less
on
does not declare a dividend
the Series L
WMI
of
Preferred Stock
than a
will
of
to in
of
dividend
respect
receive
any Dividend
Period,
the holders
the Series L
WMI
for
Preferred
Stock
have
and
as
or
no
right
will
any dividend
full
dividend,
the case may be, for the Dividend

full
Period, Period,
or
WMI
or
have no obligation
to
pay a dividend
to
pay
dividends
that
Dividend
whether
or for
to
not dividends
Stock,
are declared WMIs
and paid
stock
any
future
Dividend
Period with respect
the Series L
stock.
WMI
or
Preferred
common
of
any other class
series
WMIs
preferred
91
1/
full
ii)
twelve 30-day months, a 360- day year, and the actual number
for
of
of
up
to
to
Return
WMIPC_500002117.00103
CONFIDENTIAL
Redemption
be
at
The Series L
WMI
in
Preferred
Stock
certain
will
not
redeemable
the option
of
the holders thereof.

its
subsidiaries right
of
Subject
a covenant
of
to
favor
WMIs debtholders
(
limiting
WMIs and
of or
purchase
redeem the Series L
WMI
Preferred Stock
among
as
to
others)
described
under
or
on
at
Description

Preferred
Redemption
Purchases,
WMI
may,
option
redeem the Series L WMI
Stock:
in
in
whole
but
not
part, prior
the Dividend
Payment Date
in
to
December
2016, upon the
to of
or
occurrence
price
a Regulatory
the
of:
Capital
Event
a Rating Agency Event,
at
a cash redemption
equal
sum
of:
the
greater
of
i)
$1,000,000
per share
Series
WMI
Preferred
Stock and
of
of
of
ii)
the
sum
$ 1,000,000 per share
Series L
WMI
Preferred Stock,
date,
in
discounted
Payment Date
undeclared
December
for
2016
to
the redemption
of
all
dividends
each Dividend
Period from the 2016,

date,
date from
and
including
Payment Date
in
to
December
its
their
applicable
the redemption
on
each case
months) 0.50%,
quarterly
basis
( assuming
of
consisting
as
by
the Treasury
an
at
Rate,
calculated
Independent
Investment
plus
any declared
to
the redemption date;

prior
in
in
in
date,
to
whole
but
not
part,
any Dividend
Payment Date
the Dividend
Payment Date
December
Regulatory
2016
for
any reason other
than the occurrence

price
a Rating Agency Event
or
of
at
Capital
Event,
a cash redemption
equal
to:
the
greater
of:
i)
$1,000,000
per share
Series
WMI
Preferred
Stock,
of
of
of
or
of
ii)
the
sum
$ 1,000,000 per share
Series L
WMI
Preferred Stock,
in
discounted
Payment Date
undeclared
December
for
2016
to
the redemption Periods
of
all
dividends
the Dividend
from the 2016,

date,
date from
and
including
Payment Date
in
to
December
their
applicable
the redemption
each case on a
quarterly
basis
( assuming
of
consisting
as
at
months)
the Treasury
Rate,
calculated
by an Independent
Investment
0.35%; plus
any declared
to
the redemption
date;
in
in
whole
but
not
part,
any Dividend
Payment Date
after
the Dividend
Payment Date
Capital
December
2016
that
not a Ten- Year Date, upon the occurrence
of
is
a Regulatory
$1,000,000
or
at
to
in
a
on
in in of
Event
a Rating Agency Event,
a cash redemption
price
equal
to
per share
Series L
WMI
in or
Preferred Stock, plus any declared
to
in
on
whole
part,
at
is
that
a Ten- Year
Preferred
Date,
a cash
of
of
redemption
price
$1,000,000
per share
Series L
WMI
Stock, plus any declared
to
the redemption
date;
and
after
in
in
whole
on
but
not
part,
any Dividend
Payment Date
for
the Dividend
Payment Date
to:
is
December
2016
that
not a Ten- Year Date
or
Rating Agency Event
a Regulatory
at
Capital
Event,
a cash redemption
price
equal
the greater
of:
92
of
in
to
on
Return
WMIPC_500002117.00104
CONFIDENTIAL
i)
$1,000,000
per share
Series
WMI
Preferred
Stock,
of
of
of
or
of
ii)
the
sum
the present value
$ 1,000,000 per share
Series L
WMI
Preferred Stock,
to
discounted present
from the next succeeding
Ten- Year Date

for
the redemption date, and the Periods from the redemption from their
of
all
values
undeclared
dividends
the Dividend
to
date
and
including
the next succeeding
Ten- Year Date, discounted
applicable
Dividend
Payment Dates
in
to
the
redemption date,
each case on a quarterly
3-
of
at
basis ( assuming
a 360- day year consisting
the
month
USD
LIBOR Rate
date
to
applicable
the Dividend

will
such
3-
redemption
( which
month
USD
LIBOR Rate
also, for
purposes
for
of
calculating
such redemption
dividend),
price,
be the
in
rate
used
calculating
the amount Banker;
each undeclared
as
calculated
by an Independent
Investment
plus
any declared
to
the redemption
date;
in
of
each
to
case,
without
accumulation
date.
any undeclared
dividends
with
respect
Dividend
Payment
Dates prior
to
the redemption
for
on
Dividends
will
cease
for
accrue
the Series L
WMI
Preferred
Stock
called
redemption
and
the date fixed
redemption
that
and such Series L

the redemption
WMI
to
Preferred
Stock
will
be deemed
cease
be
to
outstanding, for
provided
price,
including
any authorized
for
and declared
has been
or
duly
paid
provision
has been
made
will
for
such payment.
of
at
if
the current Dividend
Period,
any,
the date fixed
redemption,
Notice redemption
registered
any redemption
be mailed
least
30
days,
but not more than 60 days, prior
to
to on
any
as
of
to
to
of
to
date
each holder
the Series L
WMI
Preferred
Stock
be redeemed,
at
such holders
address.
Replacement
or
At
to
of
prior
will
issuance
into
the Series 2006-
Company Preferred
Covenant described
Securities
and the Trust Secu-
rities,
WMI
enter
the Replacement
Capital
under
of in in
Description
the
or
Trust
SecuritiesRestriction
certain securities,
on Redemption
Purchases, limiting WMIs
ability
redeem
purchase
including
the Series L
WMI
Preferred
Stock.
Rights
upon WMI
Liquidation
or
or
of
or
to
If
voluntarily
involuntarily
liquidates,
dissolves
winds up, the holders

liquidating
Series L
WMI
be
to
at
Preferred
Stock
will
entitled
receive
distributions
the amount the
or
of
$1,000,000
per share,
$ 1,000 per Depositary
Share representing a
1/
1000th interest
for
an
Series L Dividend
WMI
Preferred Stock, plus
amount equal
to
declared
the current
to
of
of
to
any the
Period
the date
liquidation,
out
WMIs assets
legally available
for distribution stock
shareholders, before
securities
any distribution
assets
made
holders
WMIs common
to
to
of
or
of
to
of
is
ranking
junior
the
Series L ranking
WMI
on
its
Preferred Stock, subject
the rights
the holders
or
of
any class
series
securities
a parity upon liquidation

depositors
with
the Series L
WMI
Preferred
Stock upon liquidation
and the
the
full
of
rights
and creditors.
of
of
After
payment
amount
the liquidating
will
to
distributions
which they are entitled,
the
In of
or
to
holders
assets.
the Series L the event
WMI
Preferred
Stock
have no
of
right
claim
any
WMIs remaining
or
that,
upon any such
or
voluntary
involuntary
liquidation,
dissolution, distributions
winding up,
all
to
WMIs
available
assets are insufficient
pay the amount
of
the liquidation
on
outstanding
Series L
WMI
Preferred Stock and the corresponding
amounts payable on any
other
of of
in of
securities securities liquidating
equal ranking, equal ranking
then the holders

will
the Series L
WMI
Preferred Stock and any other
in
of
share ratably
any such distribution
assets
proportion
to
to
distributions
which they would otherwise
be
respectively
entitled.
93
of
full
its
Return
WMIPC_500002117.00105
CONFIDENTIAL
or
For such purposes,
WMIs
or
consolidation
merger with
into
any
other entity,
the consolidation
or
or
or
or
other
entity
with
into
it,
merger
any
not
the sale
substantially
WMIs property
business,
will
deemed
or
be
to
its
constitute
liquidation,
dissolution,
winding
up.
Voting Rights
of
Holders
elect
Series L
WMI
Preferred
Stock
will
not have any voting
rights,
including
the right
any directors, Washington
except upon issuance
required by law,
or
as
as
set forth
below.
or
law attaches
mandatory voting rights
classes
of
to
series
shares that are affected shares otherwise
of
of
by
certain
amendments
the articles
incorporation. voting
The holders
the
outstanding
voting
of
to
or
class
series
by
if
required
Washington
law and
the amendment would:

authorized
if
are entitled
vote as a separate
group
shareholder
increase the aggregate
number
shares
the class
or
of
of
series;
or
or or
of
of
is
to
effect class the
an exchange
reclassification
part
the issued and outstanding thereby adversely

affecting
shares
of
a
all
to
a the shares
or
of
or or
law
of
of
of
all
all
series into
shares
another
class
series,
the holders
shares
exchanged
or
so
reclassified;
or
or
of
change the rights, preferences,
of
all
limitations
part
the issued and outstanding shares the class
or
the class
series,
thereby adversely
affecting
the holders
or
of
of
of
series;
or
of of
of all
change
part
the issued and outstanding
or
of
shares
the class
series into
different
or
number
shares
create
shares
the same class

series;
series,
thereby adversely
affecting
the holders
the class
class
or
or
of
or
a new
series
shares having rights
preferences
of to
of
with respect
dividends
directors
or to
other
distributions
prior,
dissolution
that are,
upon designation
shares
by
or
or
or
the board
may be,
superior,
substantially
equal
the
the class
or
to
of
series;
or
or
increase the rights
preferences
with respect
distributions,
liquidations effect
to or
on
to
dissolution,
or
the number
authorized
shares
any class
or
of
of
series that,
after giving
the
or
or
amendment,
dissolution
has rights
preferences
with respect
distributions,
liquidations
prior,
by
or
that are,
upon designation
of
the board
directors
may be,
superior,
substantially
equal
the shares
the class
or
to
of
series;
or
or
limit
deny
existing preemptive
right
part
the shares
the class
or
an
of
of
of
all
series;
or
cancel
otherwise
adversely
of to
affect rights
distributions that
have accumulated
but not yet
or
or
been declared
effect
part
the shares
the class
series;
or
on
of
all
a redemption
for
cancellation
part
the shares
other
the class
series
or
of
exchange
cash
any other form
consideration
than shares
of
the corporation.
or
of
of
Holders
the outstanding
voting
shares
or of
class
series
stock
are entitled under Washington
as
to
to
in
or
or
or
of
of
of
all
or
on
to
of
vote
group with respect
if
a separate
a merger
share exchange
shareholder voting holders
by
or as
or
of
otherwise
required
Washington
law and
a result
receive:
the merger
share
exchange,
or
part
the class
or
of
all
series
would hold
or
or
or
of
shares
any class
of
of
series
the surviving
acquiring
corporation,
any parent
corporation
the surviving
i)
corporation,
and
or
of
either
that class
series
has a greater
or
or
by
authorized
series
ii)
number
change
in of
shares than the class shares held
held
the holders,
there
in
or
the number
the holders
the rights, preferences

affects
or
by
of
limitations
or
or
of
the shares
the class
series
and the change adversely
the holders;
or
or
or
of
shares
any class
of
of
series
the surviving
acquiring
corporation,
any parent
as
of
corporation
the surviving
corporation,
and such holders would be,

adversely
affected
compared
creation,
to
their
or
to
circumstances
prior
the
merger
exchange,
by the
existence,
94
is
of
if,
is
of
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WMIPC_500002117.00106
CONFIDENTIAL
or
or
or of
number
superior
authorized
shares equal
rights
preferences
another series that
may
or
be
of
prior,
substantially
the shares
be received
the surviving
by
to
to
such holders;
or
or
or of
of,
of
of of or
cash
any other property other than shares
acquiring
corporation
any
parent corporation
of
the surviving
corporation.
law,
if
Under Washington
connection
with
any class
series
shares
entitled
vote
a group
an amendment
the articles, a merger
a share exchange,
will
such class
together
or in
or
or
of
as
is
of
to
series single
and any
voting
by in
or
other
classes
series affected
a substantially similar way
vote
as a
or
by
group unless otherwise
provided
the articles
the
board
of
directors.
or to
Washington
law permits these statutory voting rights
be expanded
series.
in
or,
certain
circum-
in
of
of
stances, holders
limited
the designation
the terms
will
a class
The
of be
its
statutory voting
rights
the
in
Series L below.
WMI
Preferred
Stock
be expanded and,
certain
circumstances,
limited
described
If
after
issuance
full
the Series L
WMI
Preferred Stock
WMI
Stock
or
of
to
fails
pay, other
declare
and
set
aside
Voting
for
or
payment,
dividends
the Series L Periods
WMI
Preferred
any
class
of or
on
series
by for
or
Parity
Securities
six
Dividend Subject
serving
their equivalent, with
the authorized
number
WMIs
directors
be
will
increased
to,
to
two.
compliance
directors, with
any requirement for regulatory
approval
as
of
non- objection
persons
the holders
Series L
WMI
in
Preferred
Stock, voting
as
together
will
class
the holders
of
any outstanding then
Voting Parity Securities,
in
to
to
at
have the
right
elect
two directors
right will
addition
the
directors
office
WMIs
until
next
annual pays
of
at
meeting dividends
shareholders. This
continue
each subsequent
annual meeting
WMI
three
full
the Series L
WMI
Preferred
Stock and any Voting Parity Securities
or
consecutive
Dividend Periods
for
full
their equivalent
and pays
Period
or or
declares
its
and
sets
aside for payment
dividends
in
the fourth consecutive
Dividend
equivalent.
for
in
on
The term
such additional
directors will terminate,
and the
total
number
directors
will
in
by
decreased
equivalent Preferred equivalent
two after
WMI
pays dividends
full
for three
consecutive dividends
Dividend Periods
or
their
in
or
on
and declares and pays
sets
aside for payment

for
full
the
Series L Period
WMI
or
Stock and any Voting Parity Securities
the fourth consecutive
Dividend
of
if
or,
earlier,
upon the redemption

terminates, directors
all
Series L
WMI
Preferred Stock. After the term
of
such additional
directors
the holders
full
the Series L
WMI
Preferred
Stock
will
not
on
to
entitled
elect additional
unless
set
dividends
the Series L
for
six future
WMI
Preferred
Stock have
again not been paid
or
declared
and
aside for payment
Dividend
Periods.
by
of
Any
additional
director
elected
the holders
the Series L
WMI
Preferred Stock and the
by
be
of
of
Voting Parity Securities Series L
may
WMIs
removed
only
the vote
for
the holders
record
of
the outstanding
WMI
of
Preferred Stock and Voting Parity Securities,
voting
together
as
class,
a meeting
shareholders
called
that
purpose.
Any vacancy created
by
at
of
the
by
be
of
removal Series L
class.
any such director
may
filled
only
the vote
the holders together
of
the outstanding
WMI
Preferred Stock and Voting Parity Securities,
as
voting
of of
or
be of
the
of
of
as or of
of
So long as any shares
Series L
WMI
of
Preferred Stock are outstanding, Series L
the vote
consent
of
at
the holders
least with
3%
the shares
WMI
by
Preferred Stock
at
662 D
all
the time outstanding,
as
of
voting
class
other
series
preferred
stock ranking
equal with the Series L
WMI
Preferred
in
Stock and entitled
be or
in
to
vote
thereon,
for
given
person
will
proxy, either
for
writing
without
a meeting
any
by
vote
any meeting called
the purpose,
necessary
effecting
or
at
validating
following
actions,
whether
not such approval
by
or
is
required
Washington
law:
or
of
any amendment,
of
alteration
(
repeal
any provision
WMIs amended and

the Series L
restated
Articles
of
of
Incorporation
including
the Articles
Amendment
creating
WMI
Preferred
or
or
Stock)
rights
WMIs
bylaws that would alter
change the voting powers,
preferences
or
special
so
as
of
the Series L
WMI
to
Preferred Stock
affect
them
adversely;
95
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WMIPC_500002117.00107
CONFIDENTIAL
or
of
of, of
any amendment
alteration
WMIs amended and
restated
Articles
Incorporation
or
or
authorize convertible
create,
increase the authorized
amount
any shares
or
of,
any securities
or
of,
of of
into
shares
any class
series
WMIs capital stock ranking
to
prior
the
in
in
or
Series L
WMI
Preferred Stock
the payment
of
dividends
the distribution
assets on
or
any liquidation,
dissolution
WMIs winding- up;
or
of
or
the
consummation
a binding share exchange
reclassification with
involving
entity,
the Series L
or
or
of
Preferred
Stock
a merger
consolidation
WMI
to
another
except holders
Series L
WMI
of
Preferred Stock
will
have
right
vote under this provision

Preferred
or
no
otherwise
if in
of
under
or,
to
WMI
Washington
the
law
i)
each case
the Series L
WMI
for
Stock remains outstanding which
case
any such merger
consolidation
with respect
WMI
of is
not the surviving the surviving
or
or is
resulting resulting
entity,
converted
its
into
exchanged
ii)
preference
securities
entity
ultimate parent,
and
such Series L the case
WMI
Preferred
Stock remaining
rights,
as
or
outstanding
privileges holders
such preference
voting
securities,
may
and
be, have such
preferences,
as
as
and
powers,
taken
a whole,
are not materially less favorable
to
the
of
thereof
than the
rights,
preferences,
privileges
voting
powers
the Series L
as
Preferred
Stock, taken
a whole;
in
or
of
provided, Preferred creation
however,
that
any increase
the amount
the authorized
issued Series L
into preferred
WMI
stock
or
or
Stock
authorized
preferred stock
any securities
or of to
convertible
in
or
or
of
and issuance, any securities
an increase
the authorized
issued amount,
equally with
other
series junior
of
preferred
or
or
stock
convertible
into preferred stock
ranking
and/
to
the
Series L
WMI
or
Preferred Stock with respect
the payment
of
to
dividends
( whether
such dividends are

dissolution rights
or
or
WMI
the
cumulative winding- up
noncumulative) not be
and/
the distribution
affect
assets upon WMIs
liquidation,
or
to
will
deemed
adversely
the voting powers, preferences any provision
special law,
the Series L Series L
have no
to
WMI Preferred Stock WMI Preferred Stock will

amendment,
alteration,
and, notwithstanding
right
Washington
holders
vote on such an increase.
repeal, affect
share exchange,
for or
reclassification, series
merger
Voting
or
an
If
consolidation
described
( including
above would adversely the Series L

vote shall
one
more but not

this
of
all
Parity Securities
WMI
as
Preferred Stock
purpose),
then only those series affected and
in
to
of
entitled
vote
a class
lieu
such series
of
all
preferred
stock.
or
voting provisions
will
not apply
for is
if,
The foregoing
to
at
prior
the time when the act with respect
be
to
of
all
which such vote would otherwise Stock have been redeemed

for
required
effected,
outstanding
shares
notice
Series L
WMI
funds
or
Preferred
called
redemption
upon proper
the Series L
and
sufficient
by
of
of
have been set aside

effect
WMI
the benefit
the holders
WMI
Preferred Stock
such redemption.
in
in
WMI
Exchange,
will
covenant
the Exchange
Agreement
that
the event WMI,

statutory
to
prior
the Conditional sale

all
of or
effects,
all
the subject
of
is,
a merger, consolidation,
share
exchange,
or
or
in
its
substantially
assets
other
form
business
combination,
i)
which
WMI
is
of
not the
or
or
surviving,
resulting
receiving
thereof
if
ii)
corporation
WMI
other
the surviving
either
or
is
resulting
corporation,
shares representing a majority
WMIs
into
total
voting
power are
converted
or
of
exchanged
into securities
ii)
(
another
person
cash
property ( any such transaction

not enter into
or
i)
either
being a
Business
Combination), then
Entity
i)
WMI
will
such Business
Combination unless the Successor
agrees, effective
upon
the
consummation
of
such Business
of by
to
of
Combination,
restricting the
abide
WMIs
of
all
obligations
under the provisions
the Exchange
Agreement
in
by
payment
dividends
WMI
the event dividends
are not paid with respect
to
the
at
of
of
of
Preferred
Securities
ii)
Company
and
its
may,
the
election
the Board
Directors
WMI
prior
of
the effectiveness
such Business
Combination, assign, effective

obligations
upon the consummation Agreement
of
such
of
Business Combination,
Entity
all
other
under the Exchange

Preferred
of to
all
a Successor such assignment,
that
has Fixed- to-Floating Rate Substitute
Stock and, as a result
to
references
WMI, Series L
WMI
Preferred
Stock and Depositary
Shares shall become and be
96
to
in
or
or
of
of of
of
or
of
or in
or
to
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WMIPC_500002117.00108
CONFIDENTIAL
be
to
to
deemed
Preferred
references
such Successor
to
Entity,
such Fixed- to-Floating Rate Substitute Share, respectively.
to
Stock and
Fixed- to-Floating
Rate Successor Depositary
by
of
of
Successor
Entity
the Board
Directors
i)
means a corporation designated
WMI
that
resulting
receiving
corporation,
applicable,
in
to by
or
of
securities
which are received
a Business Combination
some
holders
Combination.
iii)
shares
that
the Board
Directors
WMI
determines
be
in
or
an
of
of
of
acquirer
WMI WMI a
of
all
voting
Business
or
Fixed- to-Floating
Rate Substitute
Preferred
Stock means a class
series
of
equity securities
in
of of
a Successor
incorporation
Entity
having the preferences,
limitations that
and
relative
rights
articles
or
its
certificate
other constituent establishing
documents
the Series L
are substantially similar Preferred Stock.
those set forth
in
or
to
ii)
the surviving,
in
as
or
any Business
Combination, (
the
the
of
articles
amendment
WMI
Fixed- to-Floating
Rate Successor
Depositary
Share means a depositary
share
substantially
similar
a Depositary
Stock.
Share representing
in
an
to
interest
the Fixed-to-Floating Rate Substitute
Preferred
Conditional
Exchange
an
of
of
For a description
how
exchange
into
Depositary
Shares
may
occur
an
upon
Exchange Event, purchasers
should read
of
Description
the Trust Securities Conditional
Exchange.
97
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WMIPC_500002117.00109
CONFIDENTIAL
DESCRIPTION
The
following
OF THE DEPOSITARY SHARES

of
the Depositary Shares.
summary describes
in
is
This description
qualified
entirety
by reference
the terms and provisions

the
of
to
its
the Deposit the Depositary
of
Agreement, the form Shares, and WMIs foregoing
depositary
receipts,
which contain
terms and provisions
of
of
of
of
articles
incorporation
and
articles
amendment.
Copies
each
of
the
documents
may be
obtained
upon request
to
WMI.
General
in
by of
Each
Stock
(
depositary
Depositary
share
will
represent
1/
1000th interest Shares

will
one share
Series L
WMI
Preferred
the
Shares).
The Depositary The shares
be evidenced
depositary
receipts
in
of
issued
definitive
registered form.
will,
Series L
WMI
Preferred Stock underlying Event,
the
with
as
Depositary
Investor
Shares
upon an exchange
( the
a result
an Exchange
be
of
deposited
Mellon
into
Series LLC, as depositary

the closing
to
Depositary),
under a Deposit
Agreement,
be entered
or
on
before
date ( the
all
Deposit
Agreement),
among WMI,
depositary
the Depositary, issued
the registrar
appointed thereunder.
thereunder
and
holders from time
time
by
to
of
receipts
the Depositary
or
WMI
or
to
does not intend
list
quote the Depositary dealer quotation
Shares
the Series L
WMI
Preferred
will
or
Stock on any securities exchange

public trading
automated Shares
system. Accordingly,
there
be
or
the
Series L
WMI
of
Preferred Stock. The
Initial
Purchasers are under no obligation
and do not intend

Agreement,
make
a market
in
to
to
the Depositary Share 1000th

will
Shares.
Subject
entitled,
the terms
the Deposit
each owner
a Depositary
to
of
of
be
to
of
through
the Depositary,
the rights, preferences
and privileges
a share
of
Series L
WMI
Preferred Stock. Owners
a single Depositary
Share, representing a
of 1/
1000th interest the fractional
in
be
to
of
one share
Series L
WMI
Preferred
Stock,
of
all
will
subject
the limitations
of
share represented
Preferred Stock.
thereby,
which are summarized above under
Description
the Series L
WMI
as
The Depositary
Depositary Shares.
will
act
transfer
agent, registrar and paying agent with respect
to
the
be
at
The
at
is
Depositarys
office
which the depositary receipts

City,
will
administered
located
480
Washington
Boulevard,
Jersey
New
Jersey 07310.
or
Purchasers may hold Depositary
Shares either directly Shares
indirectly
through
their
broker
or
other
financial
institution.
purchasers
hold Depositary
by
If
directly,
having Depositary
Shares
receipt holder.
in
on
of
registered
their
name
the
books
the Depositary,
their
the purchaser broker
is
a depositary
institution
purchasers
hold the Depositary

rely
Shares through
or
If
financial
nominee,
the
or
to
of
purchasers
depositary financial
must
receipt
on the procedures
of
such broker
section.
financial
institution
assert the rights broker
in
holder described
this
Purchasers
are.
should consult
with their
to
institution
find
out what those procedures
Issuance
of
Depositary
Receipts
Conditional
Automatically
upon a
Exchange,
WMI
of
will
issue
will
the shares
Series L
WMI
Preferred
Stock, and deposit those shares with the Depositary,
which
then issue and deliver the depositary
in
to
to
receipts
WMI.
WMI
of
or
as
will,
turn, deliver
the depositary Depositary
receipts
will
the holders
Trust Securities
of
of
the
date
receipts
be issued evidencing only whole

a
like
Depositary
receipts
Shares.
Each
Trust
Security
will
then be exchanged
for
amount
of
depositary
as described under
of
Description
the Trust SecuritiesConditional Exchange.
Dividends
and Other Distributions

will
The Depositary
distribute
cash dividends,
dividends
paid
in
all
Depositary
Shares represent-
in up
ing paid-
and nonassessable
shares
Series L
WMI
Preferred Stock
or
of
other
cash distributions Depositary Shares
received
respect
the Series L
WMI
Preferred Stock
the record holders
98
in
of
to
of
of
a
all
1/
no
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WMIPC_500002117.00110
CONFIDENTIAL
proportion
the numbers
such Depositary
other
Shares owned
by
of
to
such
holders
will
on the
relevant
record
by it it to In is
date.
the event
distribution
than
in
of
cash, the Depositary
distribute
property received determines
the record holders
of
Depositary
Shares entitled thereto,
unless the Depositary
that
not feasible
sell
make
such a distribution,
in
to
which case the Depositary from such sale
may, after consultation such holders.
with
WMI,
such property and distribute
the net proceeds
Redemption
of
Depositary
Shares
of
If
the shares
Series L
WMI
of
Preferred
Stock underlying
the Depositary
to
Shares
are redeemed,
in
in
whole
part,
Depositary
Shares
will
redeemed
with
the proceeds
received
by
or
be
the Depositary
resulting
from the redemption

price
the Series L
WMI
by
Preferred Stock held 1000th
the Depositary.
price
The
be
redemption
per Depositary
Share
L
will
equal
of
to
1/
the redemption than

all
per share Series L Shares

will
payable with respect
such Series
Preferred
Stock.
If
WMI
to
less
the shares
be
WMI
be
Preferred
Stock are
redeemed, Shares
a corresponding
of
to
proportion
the Depositary
of
to
redeemed
and the Depositary
redeemed
in to at
the
by
or
be
be
lot
will
selected
pro rata,
WMIs
sole discretion.
After
the date fixed for redemption ( which Preferred Stock), the Depositary
will
be the same date as the redemption

for
date
for
the
Series L
WMI
to be
Shares so called
redemption Shares
will will
no longer be
cease, except the property
of
deemed
outstanding
and
rights
the holders
of
all
the Depositary
or
to
right
receive
the moneys payable
upon such redemption and any money
to
other
which
of of
the holders Depositary
such Depositary
the depositary
Shares were entitled upon such redemption upon surrender evidencing
the
receipts
such Depositary
Shares.
Amendment
of
Deposit Agreement
depositary receipt
of
The form
Deposit
evidencing
the Depositary
Shares and any provision between
by
be
at
Agreement
may
any time
amended
agreement
alters
WMI
of by
and the
Depositary.
However, any amendment
that materially
and adversely
the rights
the holders
the holders
of
be
receipts majority
will
not
effective
unless such amendment has been approved
of
of
depositary least
of
of
the Depositary
Shares then outstanding.

effective
will
Every holder
an outstanding
depositary
receipt
by
be
the
time any amendment becomes
deemed,
to
at
continuing
hold such depositary Agreement
by
receipt,
consent
thereby.
and agree
such amendment and
bound
the Deposit
amended
Charges
of
Depositary
in
of
WMI WMI
other
will
pay the charges Stock and the
the Depositary
connection
with
the
of
initial
deposit
the Series L
of
Preferred
initial
issuance
the Depositary
Stock.
Shares upon a Conditional Exchange,
of
and any redemption

transfer
the Series L
Preferred
Holders
Depositary
Shares
will
pay
in
and
other
taxes and governmental
charges
for
and,
addition,
such other charges

other
as
are
in
be
expressly provided
the Deposit
Agreement
to to
All
their
accounts.
charges
and expenses
of
of
the
Depositary
and
any registrar incident arrangements and

will
the
performance
of
their respective
obligations
by
arising
from the depositary
be paid
WMI
by
only after
prior consultation
and
to
agreement expenses,
between the Depositary

which consent
will
WMI
and consent
withheld.
WMI
the incurrence
of
such
not
be
unreasonably
Miscellaneous
be to
of
The Depositary
tions
all
will
forward would
the holders
the Depositary
Shares
reports
and communica-
to
to
from
WMI
that
WMI
of
required
furnish
the holders
the Series L
WMI
or
Preferred
Stock.
Neither
the Depositary
its
nor
WMI
in
will
be
if it is
or
liable
its
prevented
delayed
by law
any
circumstances
beyond
control
performing
obligations
under the Deposit

will
Agreement.
The
all
WMI
of
as in
of
be
to
to
to
obligations
WMI
and the Depositary
under the Deposit
Agreement
be
to
limited
performance
99
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WMIPC_500002117.00111
CONFIDENTIAL
good
faith
their
duties
thereunder,
and they
will
not be obligated
prosecute
or
of
to
defend any legal
in
or
of
proceedings
satisfactory
respect
any Depositary
Shares
rely
the Series L
written
WMI
Preferred Stock unless counsel
indemnity
furnished.
They may
upon
advice
or
of
is
independent Stock
for
deposit,
by
or
accountants,
information
provided
persons presenting
Series L
WMI
Preferred
or
be
holders
Depositary
Shares
other
persons believed
competent
and
on
of
to
documents
believed
be
to
genuine.
of
Resignation
and Removal
of
Depositary;
Termination
Deposit
Agreement
by
The Depositary
may
resign
any time
its
delivering
WMI
of
do
at
of
to
to
notice
election
so,
and
WMI
may
any time remove the Depositary,
with
any such resignation acceptance
or
at
removal taking effect upon
of
the appointment
depositary
will
a successor
depositary
and
its
such appointment.
Such successor
by
appointed
WMI
within
60 days
after delivery
the notice
will
resignation
of
or
Stock
rights,
be
of
of
removal.
Upon
termination
will
(
the Deposit
Agreement, the Depositary
discontinue
thereof
the transfer
will
of
depositary
receipts,
suspend the
than notice
to
distribution
dividends
the
holders
and
not give
any further notices Deposit
other
such termination)
will will
or
of
perform any further acts under the
to to
Agreement, except that the Depositary
continue continue
collect deliver
dividends Series L
and
other
distributions
to
pertaining certificates
Series L
WMI
or
Preferred Stock and
WMI
of
Preferred
together
with
such dividends
other
and
distributions
and the net proceeds

depositary receipts
any sales
for
in
preferences, after the
privileges,
property
exchange
surrendered.
At
of
of
expiration
three
years from the date
termination,
the Depositary
may
sell
the the benefit

After
of
of
any time
Series L
WMI
of
Preferred Stock and hold the proceeds depositary receipts
such sale, without

their
interest,
for
the holders
who have not then surrendered
depositary
receipts.
be
all
making such sale, the Depositary except
will
discharged
from
obligations
under the Deposit
Agreement
to
account
for
such proceeds.
100
of
of
Return
WMIPC_500002117.00112
CONFIDENTIAL
DESCRIPTION
of
As
OF THE OTHER WMI

of
capital stock
CAPITAL
STOCK
of
1,600,000,000 shares
the date hereof, the authorized stock and 10,000,000
WMI
consists
no
of
of
WMI common
business
shares
preferred
stock,
par value. As
the close
stock
of
on November 30, 2006,
there
were 945,303,839
shares
WMI common
of
preferred
outstanding
of
and 500 shares
WMIs Series
K
on
Perpetual October
Non- Cumulative Floating Rate Preferred 31, 2006, 700,000 shares
Stock outstand-
of
of
of
ing.
As
the close
business
stock
WMI
of
were
20,
I
as
by
as
authorized,
but unissued,
contemplated
WMIs Rights Agreement,

Investor
of
dated LLC.
December
by
2000, entered
into
and between were
WMI
and Mellon
for
Services
with
In
addition,
2,000 shares the Trust
in
of
WMI
preferred stock
authorized Securities,
issuance
connection
the issuance
as
of
of
Securities
and
WaMu Cayman
validly issued,
described
below. The shares
WMI
preferred
stock
be
be
issued
liability
will
fully
paid,
nonassessable
and
free
preemptive
no
of
rights, with
personal
to
attaching
the ownership
thereof.
in
WMI
and the
authorized
and reserved
for
issuance
connection
with
the offering
of
the Trust
Securities
by
no up
I
related
issuance
its
the
Company
the Series 2006-
A Company
toFloating Series I
of
1,250 shares
value, also
Series
Perpetual
Non- cumulative Fixed-
Rate Preferred Stock,
par
of
and
liquidation for
preference
$ 1,000,000 per share ( the
in
authorized issuance
issuance
connection
of
with the offering
the
WMI Preferred Stock). WMI WaMu Cayman Securities and the

up
by
related
the Company
the Series 2006- B Company Preferred Securities

Preferred
to
of
750 shares
Series J Perpetual
Non- cumulative Fixed Rate

(
Stock,
no
of
its
par value, and liquidation
of
preference
Preferred
$ 1,000,000 per share
the Series J Stock
WMI
will
I
of
Preferred Stock). The shares issued
Series
WMI
Stock and Series J
WMI
Preferred
Conditional
Exchange
with
respect
the Trust
I
of
If
respectively.
and when the shares
Series
WMI
WMI solely upon the occurrence and WaMu Cayman Securities, Stock and Series J WMI Preferred
they will
to
of
by
be
Stock are issued upon the occurrence
a Conditional Exchange,
be represented
of
of
of
depositary
shares
I
WMI, each
which
will
represent
1000th
a share
of
1/
such
preferred Preferred
by
of
stock.
The Series
WMI
will
Preferred
Stock, Series J
WMI
be
Preferred
Stock and Series L
WMI
or
Stock
as
to
when issued
rank pari passu with one another
dividends
and upon
of
liquidation
WMI. None
dealer
these series
WMI
on
of
of
preferred stock will
listed
any securities
exchange
automated
quotation
system. 2006,
In
September
interest
Series
WMI
issued 20,000,000
depositary shares, each
of
which represented a Rate Preferred Stock were

share.
in
40,000th
(
a share
of
1/
WMIs Series K Perpetual
Non- Cumulative
Series
Floating
Stock
the
K WMI
of
Preferred Stock). 500 shares
K WMI
and,
Preferred
issued.
The Series K WMI Preferred Stock has a
liquidation
preference
i) if of 3-
$ 1,000,000 per
by
on
Dividends
directors,
the Series K
WMI
at
plus
Preferred Stock are noncumulative
declared
the board
to
of
are paid quarterly

period,
a per annum
rate (
equal
the greater
month
USD
LIBOR
for
or
in
ii)
the related dividend

stated maturity.
0.70%,
4.00%. The Series K
WMI
at
Preferred Stock has
Beginning
September
to its
2011,
WMI may
or
at
option
redeem the Series K
WMI
voting rights
in
in
or
at
to
Preferred
Stock
whole
part
any time
from time
time
a price equal
$ 1,000,000 per
share plus any declared
and unpaid
dividends.
The Series
I
K WMI
will
Preferred
Stock has
in
except
certain specific
circumstances.
The Series
WMI
no
Preferred rank,
Stock and the Series J
WMI
Preferred Preferred
Stock rank, and the Series L
WMI
on
Preferred Stock
a parity with Series
K WMI
WMI.
as
on
up
to
Stock
dividends
rights
and rights
liquidation,
winding
and
dissolution
101
of
no
of
to
of
if
issued upon the occurrence
of
Conditional
Exchange have been duly authorized
and when and
to
of
Return
WMIPC_500002117.00113
CONFIDENTIAL
BOOK- ENTRY ISSUANCE

Form, Denomination,
General Transfer and Book- Entry Procedures
in
The
Trust Securities
for e.,
will
be issued only
purchasing
fully
registered
form.
Each purchaser
liquidation
in
this Offering
it is
at
and each account
which
will
hold
least
$ 300,000
transfers
preference
i.
Trust Securities
least three
Trust Securities)
at
of
if it
and,
any interest
in
at
any Trust Security,
at
will
transfer
least
liquidation
Trust Securities
i.
$100,000
preference
e.,
least
one
Trust Security)
at it is
of
and each subsequent

least sale
purchaser
and each account
for
which
purchasing
will
hold and transfer
liquidation
Trust Securities
i.
$ 100,000
of
preference
e.,
least
one
Trust Security).
Any
transfer,
or
other disposition
Trust Securities
having a liquidation
preference
less
than $100,000
in
that results
beneficial
will
owner holding Trust Securities
having an aggregate
liquidation legal effect
preference whatsoever.
for
of
less
than $ 100,000,
transferee including,
will
be deemed
to,
be
null
and
void
ab
initio
and
of
to
no
Any such
purpose,
transferee
will
be deemed not
be
of
to
the beneficial
owner
such
Trust Securities
any
of
but not limited
the receipt
dividends
on such
Trust Securities,
and such
be deemed
have no interest whatsoever
in
to
such Trust Securities.
Global Security
The
Trust Securities
initially
will
be represented The Global

Trust
one
more
securities
in
by
or
registered,
global with
form ( collectively,
the Global Security). for
Security
will
be deposited upon issuance
in as
in
Registrar registered
custodian the
The Depository
Company
DTC)
New
York,
New
York,
and
account
in
for
or
name
its
DTC
nominee ( the
Nominee),
each case
credit
DTC
as
of
Participant,
described
below.
Special Considerations for Global Securities
an
to
of
As
account
indirect
holder,
a purchasers
financial
of to
rights relating institution
a Global Security
will
governed
by of
a
an
be
the
as as
rules
the
purchasers
and
DTC,
as
of
well
the general laws relating
to
securities
will
transfers.
The
Trust will
not recognize nominee.
the purchaser
a holder
of
Trust Securities
and
or
instead
deal only with
DTC
its
See The DTC System.

Trust Securities
Purchasers should be aware that because Global Security:
are issued only
in
the form
in
they
cannot get Trust Securities cannot receive physical
registered
their
name;
for
in
they
certificates
their
interest
they will the
be
Street
Name holders and must look
their
own bank
or
to
broker for payments
of
Trust Securities
and the protection
to
their
legal rights relating
the Trust Securities; and
in
to
they other
may not be able

institutions that
to
sell
interests
some insurance companies
in
by
to
are required
law
own
securities
the form
of
physical
certificates;
and
will
DTCs policies purchasers
govern
payments,
transfers,
exchanges
and
other
matters relating
to
the
in
interest
the Global Security. See
The DTC
of
System. The Trust, the Company
or
and the Registrar have no responsibility for any aspect
DTCs
actions
for
records
in in
ownership
not
interests
the Global Security. The Trust, the Company and the Registrar any way.
also do
supervise
DTC When
Special Situations
the Global Security
Will
Be Terminated
will
in
In
a few special situations,

certificates
interests
the Global Security

After that
be exchanged
the choice
for
definitive
of
physical
representing Trust Securities.
exchange,
whether
to
hold
102
of
its
or
the
of
of
on
at
Return
WMIPC_500002117.00114
CONFIDENTIAL
in
or
to be
up
Trust Securities consult

their
directly
Street
Name
to
will
the beneficial
owner. Purchasers
must
transferred
own
bank
broker they
for
find
out how
have their interests
in
or
to
Trust Securities
so
their
own name,
that
be
to
will
direct
holders.
The
special situations
exchange
the Global Security
for
of
definitive
physical
certificates
are:
or
it is
no
DTC
to
notifies
the Trust that
unwilling,
unable
longer qualified
continue
as the
depositary
for
in
its
or
the
Trust
sole discretion
determines that the Global Security
will
be exchangeable
for
certificated
Trust Securities.
When
will
the Global Security

for
exchanged,
DTC
and not the
Trust,
the
Company
initial
or
is
the Registrar)
be responsible
deciding
the names
of
the institutions
that will
be the
direct holders.
in
be
If
if
Trust Securities
are issued
transferred that
certificated
form, dividends,
any, will
payable, and
Trust Securities York, option
may be
by
in or
or
at
of
exchanged,
the corporate
certificated
trust office
the Registrar
New
the
of
New
of
York,
provided
payment
interest
on
Trust Securities
may be made
the Trust
check
mailed
the address
of
to
the persons entitled thereto.
The
DTC DTC
System
for
to
is
limited-purpose Participants).
trust
company
also
created
its
hold securities
participating
organiza-
tions ( the
DTC
of
DTC
facilitates
the clearance
with
and settlement
between
DTC
records
Initial
in
Participants
transactions
securities
deposited
DTC
through
changes
in
the account the
of
DTC
Participants.
DTC
Participants
include clearing entities
securities
brokers
and dealers ( including

certain
at to
Purchasers), banks, trust companies,
corporations
and
other organizations.
Access
DTCs system
trust
as
to
is
also available that
other
such
securities
brokers and dealers, banks and
companies
work through
DTC
Participant
the Indirect
DTC
Participants).
When
by or
purchasers
Participants)
rities. rities
the Trust Securities a
are purchased
through
the
DTC
be
system, the purchase
must
made
The
through
DTC
Participant, interest
who
no
on
will
receive
credit for
DTCs
records.
ownership
records.
will
only
recorded
the
DTC
or
be
on
Participants
Indirect
DTC
Trust
of
DTC
has
knowledge
a purchasers
individual
ownership
of of
the
Secu-
of
DTCs
records show only the identity
the
DTC
it
will
Participants
and the amount
the Trust Secupurchase
by
or
held
through
them.
purchaser
will
not receive a written confirmation

receive
or
sale
any
periodic
statement
directly
from DTC;
its
these from the
DTC
of
Participant
Indirect
Participant
which
for
it
DTC
maintains
account.
Thus, the
DTC
or
at
Participants
their
Indirect
an
Participants)
are responsible
keeping respect
accurate
account
of
the holdings
customers. and the
Any redemption
to
notices
will
with
will
be sent by the Company

will
in
to
Trust directly
DTC, who
turn
inform the
DTC
Participants,
who
then contact the beneficial
is
of
owners.
lot
If
less
than
are being redeemed,
DTCs
its
to
all
current
practice
choose
will
of
to of
to
by
the amount
the interest
each
DTC
be
Participant
redeemed.
Each DTC
Participant
then use an appropriate method
allocate
the redemption
among
in
beneficial
holders.
It is
of
DTCs
current
practice,
upon
receipt
any payment
respect
their
of
the Global Security
credit
DTC
Participants
accounts
on the payment date based on
holdings
of
beneficial
interests
in
as
it is
In
the Global Security
shown on DTCs records.
addition,
DTCs
to
current
practice beneficial
assign
or
of
its
DTC
any consenting
voting rights
DTC
Participants
whose accounts are

proxy.
credited
interests
by
by
the Global Security
on a record
date,
using
an omnibus
Payments
DTC
Participants
will
in
of
owners
beneficial
interests
the Global Security, and voting by
DTC
of
Participants,
be based on
as
the customary
practices
between the
DTC
of
the
Participants
and owners
is
beneficial
interests,
the
in
case with securities
held for the account
customers
registered
Street
Name. However,
Registrar,
to or
be
of
payments
will
the responsibility
DTC
Participants
and not
of
DTC, the
the Trust
the Company.
103
in
or
to
to
Return
WMIPC_500002117.00115
CONFIDENTIAL
in
in
Interests
will
trade
DTCs
will
same- day funds settlement
system, and
funds,
in
secondary
market trading
activity
such interests
in
therefore
settle
immediately available
in
of
to
subject
cases
the
rules
and procedures
DTC and
its
all
participants.
of it
DTC
interests principal
has advised the Trust that
will
take any action permitted
to to
be taken by a holder whose account

with
of at
the
or
at
Trust Securities
only
the direction
one
more
DTC
in
Participants
DTC
in
of
the Global Security
are credited and only
respect
such portion
of
the
aggregate
or
amount
which such participant
participants
has
or
as
of
to
have given
such direction.
in
Although ownership
DTC
has agreed
the foregoing
procedures
participants
order
it to is
facilitate
transfers
of
to
beneficial
to in
of
interests
the Global Security
among
DTC
under no obligation discontinued agents

will
or
perform
continue
perform such procedures,
and such procedures
may be
or
time. Neither
the Company,
the Trust, the Registrar
any
of
their representative
have any
or
by
to
any
responsibility for obligations
the performance
DTC, the DTC
Participants
their
the Indirect
including
of,
Participants
under the rules and procedures
governing payments
operations,
maintaining, supervis-
or
or
to,
ing
reviewing
the records relating
made on
account
beneficial
ownership
in
interests
the Global Security.
Euroclear
and Clearstream
L-
Clearstream Banking, socit
anonyme,
42 Avenue JF Kennedy,
1855, Luxembourg
Clear-
is
of
stream),
a subsidiary
Clearstream International
Clearstream International),
a Luxembourg and
Boerse
in
limited liability
company
formed
January 2000 through
the
merger
of
Cedel International 2002, Deutsche
of
In
Deutsche acquired
Boerse Clearing, a subsidiary

its
Deutsche
Boerse AG.
July
AG
by
Cedel International and
50%
ownership
of
Clearstream International.
in
is
is
Clearstream
registered
as a bank
Luxembourg, and as such
to
subject
supervision banks.
the
Luxembourg
Financial
Sector Supervisory Commission, which supervises

for its
Luxembourg
Clearstream holds securities clearance accounts.

settlement
customers
by (
Clearstream Participants) and

electronic
facilitates
the
their
and
of
settlement
securities
transactions services,
bookentry transfers between

administration,
Clearstream provides
various
including securities countries
safekeeping,
clearance
and
of
internationally
traded securities
and
lending and borrowing. through
Clearstream also
in
deals with domestic

custodial
securities
markets
several
established depository
and
an
relationships.
Clearstream has established
electronic
bridge with Euroclear
Bank
in
as
S.
N. V.
to
A./
the Euroclear
Operator
Brussels
of
facilitate
settlement
trades between systems.
Clearstream currently accepts over 200,000 Clearstream Internationals

securities
securities
for clearance.
customers are worldwide
financial
institutions including corporations.
underwriters,
brokers
and dealers, banks, trust companies
and clearing
securities
Clearstream
to
Internationals Currently,
United States customers are limited
brokers and dealers and banks.
in
Clearstream International
countries,
has over 2,500 customers

States.
located Indirect
over 94 countries,
including
to
major European
Canada and the United
access
Clearstream
or
to
available
other
institutions
which clear through
maintain a custodial
relationship with
an account
holder
of
Clearstream.
in
to
The Euroclear
System
Euroclear)
was created
1968
hold securities
for
its
participants
Euroclear
Participants)
and
to
clear
and settle transactions

against
between Euroclear
Participants
simultaneous electronic
bookentry delivery
payment,
thereby eliminating the need for physical
of
of
movement
certificates
and any
of
risk
from lack
simultaneous transfers
including lending
securities
and cash.
in
be
Transactions includes domestic

with
may
settled
a variety
of
currencies, securities
United States dollars. Euroclear
various
other
securities,
including
and borrowing
and
interfaces
with
in
markets
to
several
countries
generally similar
the arrangements
for cross-market transfers
S.
DTC
described
above. Euroclear
operated
by Euroclear
Bank
N. V.
is
A./
the Euroclear
securities
by
Operator). All
operations
are conducted
the Euroclear
Operator,
and
all
Euroclear
104
is
all
through
its
DTC
of
Return
WMIPC_500002117.00116
CONFIDENTIAL
clearance
accounts
and Euroclear
Euroclear
banks),
cash accounts
are accounts
with
the Euroclear Euroclear
Operator. Participants
Euroclear
include
on
of
plc establishes
policy for central
behalf
Euroclear
Participants.
banks
( including
securities
brokers and dealers and other
professional
financial
intermediaries. Indirect
access
Euroclear
also available Participant,
other
firms that clear directly
through
maintain a custodial
Securities
relationship with
a Euroclear
either
or
indirectly.
or of
the
Euroclear.
to
to
is
clearance
accounts
and cash accounts Use
with
the Euroclear
related
Operator are governed Procedures
of
the Terms and Conditions Governing Euroclear Euroclear
Euroclear
and the
the
Operating
System and
applicable
Belgian law ( collectively, govern
Euroclear
Terms and Conditions). The withdrawals
Terms and Conditions
of
transfers
securities
and cash within Euroclear,

with respect
securities securities
and cash from Euroclear,
and receipts
payments
securities
in
on
All
of
in
of
of
to
Euroclear
are held
fungible
basis without
attribution
specific
certificates
specific
securities
clearance
accounts. Euroclear
The Euroclear
Participants,
Operator acts under the Euroclear record
Terms and
persons
Conditions
holding
only
behalf
and has
or
on
no
of,
of
relationship with,
through
Euroclear
Participants.
105
to
by
Return
WMIPC_500002117.00117
CONFIDENTIAL
U. S.
CERTAIN
United States
Internal
FEDERAL
INCOME TAX CONSIDERATIONS

Circular
Revenue Service
230 Notice:
To
ensure compliance
with Internal
Circular
230, prospective
investors
are hereby notified that:
i)
Revenue Service
any discussion
referred
for
federal tax
issues contained
referred
this offering
circular
any document
or
is
to
herein
not intended
written
be used, and cannot be used, by prospective
investors
the
purpose
avoiding
penalties
that
may be
in
iii)
imposed on them under the

with
U. S.
of
Internal
Revenue Code;
or
is
or ii)
such discussion
written for herein;
use
(
connection
the promotion
marketing
of
the transactions
matters addressed
and
prospective
investors
should seek advice based on their
particular
circumstances
from an independent
tax advisor.
General
to of
may
and
in
or
or
U. S.
to
The
following
discussion
summarizes the principal
United States federal income tax treatment
the Trust and the Company, and the principal United States federal income tax consequences
is
is
of
of
holders should

as,
This discussion
a general nature and Purchasers
not intended
their
to
be, nor
it
be construed
to
tax advice
any
holder.
should consult
own
tax advisor
of
regarding
the tax consequences
acquiring,
owning
and disposing
of
Trust Securities.
The discussion
addressed
only
holders that beneficially
own
all
Trust Securities
as
to
is
capital that
to
assets and does not purport
be a comprehensive
of
description
the tax considerations
in
be
to
of
relevant
particular
holders
taxation
light
their
personal
circumstances.
certain
The discussion
holders
also
does not
be
to
describe
provisions
aspects
that
may
relevant
types
to
of
of
all
which special
of
United States federal income tax law
may
apply, including:
in
dealers
securities
and currencies; companies;
regulated
investment
securities;
traders
tax- exempt organizations;
banks and insurance
in
companies;
as
persons that hold Trust Securities persons whose functional currency
part
a hedge, straddle
or
of
conversion and
transaction;
is
not
the United States
dollar;
U. S.
expatriates.
The summary
based
on
is
United States federal income tax law, including

administrative rulings
the Code, existing

currently
proposed
effect.
Treasury
regulations,
and
judicial
decisions
or
to
These
legal
sources
are subject
change
at
differing
interpretations
any time, which change below. There
or
interpretation
could apply retroactively

that
and could
affect
the validity IRS)

will
of
the discussion
be
no
can
assurance
the Internal Revenue
Service
take the same view
of
the United
herein.
in
States
federal
income tax consequences
an investment own tax
as
of
described
as
to
to
of is
Each purchaser
owning
other
urged
consult
advisor

federal, state, local
of
its
acquiring,
and disposing
Trust Securities,
including
the United States
and any
of
tax consequences
acquiring,
owning and disposing
of
Depositary
Shares.
in
U. S.
As used
for is,
this
discussion,
the term
Holder means a beneficial
of
owner
Trust Security
or
that
of
citizen
resident
the United States, a
in
or
or
or
corporation
partnership created
organized
under the laws

for
the
United States
or
of
any state,
an estate the income

purposes regardless
of of
in
is
which
its
includible
gross income
or
is
if
source,
its
a trust
court
within
the United States
able
to
exercise
authority
or
in of to
primary supervision
all
over
administration
and one
more United States persons have
U. S. of
control
substantial that
decisions
the
trust.
The term Foreign Holder means a
as
U. S.
all
beneficial
owner
is
Trust Securities
not a
Holder.
106
to
of
Return
WMIPC_500002117.00118
CONFIDENTIAL
United States Federal Income Tax Consequences
in
of
its
Tax Treatment
the Trust and
Investment
Series 2006- C
Company
to
of
Classification
trust for
the Trust and the Company.
The
Trust intends
be
as
treated
a grantor
will
United States
federal
income
tax
purposes.
Accordingly,
each holder
of
a Trust Security
as if it
be
treated
owned
directly
the Series 2006- C
Company
to
consist
to
Preferred
Securities
allocable
such
of
of
Trust Security. Securities. federal Trust
All
the Trusts assets are expected
Series 2006-
Company Preferred
for
The Company
tax
intends
be
classified
as a
U. S.
to
domestic
partnership
United States acquired
income
purposes,
and the Series 2006- C Company Preferred
Securities
by the
are intended
in
to
constitute
equity
interests
such partnership.
for
An
as
is
entity
that
classified
a partnership

liability.
is
generally
not a taxable entity and incurs no United States federal income tax
Instead,
each and
to
of is
partner credits
required
take into account
its its
allocable
share
of
income,
gains,
losses,
liability,
deductions
any,
in
if
the partnership
computing
by
cash distributions are

partnership for
made
the partnership
the partner.
An
be is
as
to
entity
that
will
classified taxable
nevertheless a
as
a corporawithin the
if it is
to
tion
publicly
traded partnership and
fails
satisfy
90%
qualifying
income
test,
meaning
of
Code Section 7704.
On
purposes,
to of
the
date
the
initial
issuance
the Trust Securities, the effect

that,
the Company
an
of
will
receive
opinion
from Mayer, Brown, although
Rowe & Maw LLP

no
activities
for
by
to
closely
comparable
those contemplated
the Company
the
have
will
been the
subject
any
or
U. S.
of
Treasury regulation,
revenue
ruling
judicial decision,
Company
as
as
or
be
an
not
treated
association
publicly
a corporation.
The opinions
restric-
are based
on
certain
assumptions and on certain representations

the Company intends
on
tions
the future conduct
the
activities
the Company.
Although
to
of
of
conduct
in
its
activities
accordance
with
if it
and agreements,
for
were
nonetheless
determined
that
the Company
was taxable
for
distribution
in as
corporation
by of

then cash available
respect
the Series 2006the Company.
Company
be
on
would
of
reduced
account
taxes payable
A determination
risk
by
on
an
of
or of
the Company, based
receipt
opinion
counsel,
publicly
is
that there
a significant
that the
as
Company
will
treated
association
as
or
be
an
is
a corporation
in
as
of
of
if
the
even
a result
a change
law would constitute
a Tax Event.
See
Description
the Series 2006-
Company Company
Preferred
Securities Redemption.
The remainder
of
this discussion publicly
assumes
that
U. as S.
as
treated for
partnership, federal
and not
or
an
is
association
as
a corporation,
and that the Series 2006-
C Company
in
Preferred
Securities
will
constitute
equity
interests
such partnership.
U. S.
to
Tax Consequences
Holders
of
Trust Securities
in
U. its S.
be
of
Income and Deductions
General.
Each
Holder share
Trust Securities
will
required
on
report
United States
federal that
income tax return
of
its
income,
gains, losses,
deductions
of
cash distributions from the Trust.
if
and
credits
the Company
are allocable
to
the Trust, even
such holder has not received any
by
U. S. to
U. S.
of
Distributions on Trust Securities.
Distributions taxable
money
the
Trust
Holder
in
U. S.
of to
Trust Securities Trust Securities
generally will
will
not
result
gain
the
Holder.
Holder
of
of
of
the
recognize
taxable
gain as a result
a distribution
money by the Company

only
to
Securities
if
the Trust with respect
the Series 2006-
Company Preferred
the
and
to
the extent
that
the
Holders
share
such distribution exceeds

Securities allocable
U. S. S.
Holders
adjusted
tax basis
Series 2006ately
Company Preferred
to
such
Holders
Trust Securities
will
immedibasis
in
U. S.
of
U.
to in
U. S.
In
before
the distribution.
general,
each
of
Holder
allocable
Trust Securities
have an
initial
the Series 2006-
Company Preferred
paid
Securities
such
U. S.
to
Holders
Trust Securities Securities.
to
to
equal
the amount
by the
Trust
purchase
such Series
2006-
Company Preferred
107
to
no
Return
WMIPC_500002117.00119
CONFIDENTIAL
in
U. S.
Such
Holders
basis
such Series 2006-
Company Preferred
taxable with
Securities
generally
will
by
U. S.
of
increased below zero,

Preferred
such
Holders
share
the Companys
distributed
income and decreased,
but not
by
of
to
such holders share
amounts
respect
the Series 2006expenditures
Company
Securities
and Company losses, deductions

allocable
and nondeductible
that
are not
to
chargeable
capital
to
the
Trust.
of
Allocations
its
Company Income,
share
year.
Gain, Loss and Deductions.
Each
holder
of
Trust Securiallocated
of
ties
must report
Trust for gain,
proportionate
the Companys
income,
gain, loss
and deduction
b)
to
of
of
be
the
each
Under Section 704(
the Code, a partnerships

given effect
for
allocation
any item
or
to
income, purposes
loss
deduction
a partner
will
be
it
so long as
has substantial
economic
effect,
otherwise
in
or
is
accordance
with
the
in
an
of
partners
interest
allocation
satisfy this
it or of to
the partnership.
If
an item does not
standard,
will
be
reallocated
all
among
facts loss
the partners on the basis
in
of
their respective believes

will
interests
the partnership, taking
into
account
gain,
and circumstances.
The Company
that
the allocations
of
items
income,
and deduction
under the LLC Agreement Treasury

regulations.
be considered
to
have substantial
U. S.
to
economic
allocated interests
effect
under the applicable

for
Holders are not expected

with
be
any losses
respect
to
their indirect
in
the Company. The deductibility
of
expenses
and
other
losses arising from a partnership
is
to
such as the Company
subject
certain limitations
under the Code.
In
the
event expenses
losses
U. S.
are allocated
Holders
the
such
U. S.
to
of
Holders should consult their tax
to
advisors
determine
of
deductibility
such losses. Trust Securities.
or
Sale,
Exchange
Other Disposition
general,
U. S.
In
of
Holder equal
will
or
or
recognize
difference
gain
loss
upon
the
sale
exchange
U. S. U. of S.
such
U. S.
Holders
Trust Securities
the
in
of
between the amount

realized allocable
and such
Holders
adjusted tax basis

Trust Securities.
the Series 2006the tax basis increased

for
C
of be
Company
to
such
for
Holders
Initially, will
Holder should equal the amount paid
its
Trust Securities.
Such basis
as
as
decreased
described
above and,
a general
matter,
times
expected
to
at
is
all
equal the face Depositary
U. S.
of
If
value
the
for
Holders
Trust Securities. Preferred
holders
Trust Securities
are exchanged
be
Shares
Series L
WMI
to
Stock, the transaction
will
fully
taxable
will
sale
the holder.
fair
by
on
of
amount
value
realized
a holder
this
kind
of
disposition
a Trust Security
equal the
market
of
the Depositary Audits.

Street
Shares received.
of
Company
level.
The
tax
treatment
Company-related items
for
at
is
determined
the Company
for
as
be
University
will
appointed
tax
matters partner with the authority period
to
determine the and claims

for
also
will
an
to
Companys response
refunds with respect
audit.
The
limitations
assessment
of
deficiencies
to
to
items
related
the Company
tax
is
three
years after the Companys
or
The
the
not
U. S.
be
return
in
taxable
year
question
filed,
and the
an to,
to is
matters partner has the authority
and may, extend

adjustment, the
such period with respect
If
members
the Company.
audit
results
as
of
of
holders
the deemed
owners
the Series 2006-
in
an
of
all
Company
Preferred
be
Securities,
may
required
restate their
taxable
income,
which could cause holders
of
to
Trust
Secu-
to
rities
pay additional
taxes, interest
and
possibly penalties that
and such holders may themselves
or
subject
audits.
There can
no assurance
adjustments
the Companys
returns will
U. S.
be
to
Holders
tax return
by
as
or
be
no
be
to
audited
the IRS
that
their
made
of
result
such an
audit.
in
If,
Series L
Conditional
WMI
Preferred Stock
Received
a Conditional
Exchange.
as a
of as
result
U. S.
Exchange,
Holder receives
Depositary
Shares for Series L

will
WMI
Preferred
Stock,
any distributions
ordinary
made on
income
the Depositary
Shares generally
be included
in
the holders income as

profits.
to
of
dividend
the extent
current
WMIs
current
and accumulated
earnings
earnings and
in
of
Distributions
excess
WMIs
and accumulated
Holders
and
profits will
be
treated
in
U. S.
of
to
of
return
capital
the extent
the
adjusted
tax basis
the Depositary Shares.
Shares and received
or
as
thereafter
capital
gain from the sale
exchange
the Depositary
Dividends
U. S.
a corporate
limitations.
Holder
may be
eligible for
a dividends
received deduction,
subject
to
applicable
or
of
The
sale,
exchange
redemption
any Depositary
Shares for Series L
WMI
Preferred
108
by
of
Return
WMIPC_500002117.00120
CONFIDENTIAL
Stock
will
subject
tax
under the rules described
above under
Sale, Exchange
or
be
to
Other
Disposition
of
Trust Securities.
U. S.
of
Tax Treatment
Tax- Exempt
Holders
of
Trust Securities
For purposes
organization
this discussion,
a Tax- Exempt
c)(
U. S.
of
Holder means any United States domestic
qualified
under Code Section

individual
501(
3),
any trust
or
governmental
other
plan qualified under
Code Section 401( a), any

generally
retirement federal
account
and any
non- governmental
U. S. is
not
Holder
income taxation. business
A Tax- Exempt
(
U. S.
Holder
be
on
to
to
to in
not
expected
subject
the tax
unrelated
allocable
taxable income
UBTI) with respect from
or
share
Company income and gain
the Trust
any capital gains derived

the foregoing,
investment
However, notwithstanding
a Tax- Exempt
U. S. an
its
of
in
to
Holder
in
as
that incurs acquisition Trust Securities
indebtedness
defined
Code Section 514( c))
with respect
in
may
subject
the tax
UBTI
respect
any income
or
be
on
of
to
gains derived
debt-
of
respect
U. S. to
the extent that such Trust Securities Holder within the meaning
their
constitute
financed
of
property
the Tax- Exempt
of
Code Section 514( b).

regarding the tax consequences
U. S.
Tax- Exempt
Holders should consult
own
tax
advisors
them
investment
in
an
to
of
the
Trust Securities.
of
Tax Treatment
Foreign
Holders
of
Trust Securities
so
of as
or
U. S.
to
Trade
Business Status.
The Company intends
conduct
affairs
in
in
or
engaged
a trade
business
the United States.

receive
On
the date
of
the
initial
issuance
the
Trust Securities, effect that, for
the Company
will
an
opinion
from Mayer, Brown,
Rowe & Maw LLP

closely regulation,
to
the
U. no S.
be
within
to
to
its
its
although
activities
comparable revenue
by
those contemplated
the Company have been the subject
of
any
Treasury
in
as
or
it
ruling
judicial
decision,
will
not
treated
engaged
the conduct
or
be
of
trade
business
the United States. Mayer, Brown,
Rowe & Maw
LLPs opinion
not binding on the IRS
or
is
the courts, United not a court
or
no
be
and
ruling will federal
sought from the IRS regarding

Accordingly,
of
this,
any other, aspect
the Companys
will
no
be
States
income tax treatment.
assurance
can
given that the IRS LLPs opinion
in
assert positions
contrary
those stated
assertions.
Mayer, Brown,
Rowe & Maw
or
to
that
would not entertain Mayer, Brown,

representations
activities.
any such
on
Rowe & Maw

the Company
LLPs opinion
based
certain
assumptions and
on
is
certain
on
and agreements
of
regarding restrictions
the future conduct
the Companys
with
if it to
in
its
Although
intends
conduct
activities
accordance
such assump-
in
tions,
representations
and agreements,
were nonetheless
determined
engaged
a trade
in
business States
the United States and had taxable income that was effectively
connected
with
such United
or
be
trade
business,
then each Foreign Holder would
to
subject

taxable
on
of
tax
such Foreign Holders share
the Companys income
effectively tax rates
connected
income allocable United States connected
to
at
to
the
Trust
regular
United States corporate
and
possibly
30%
of as
in
branch income thereon
profits
tax
well.
Moreover,
the event a Foreign Holder were
to
derive
effectively
in
of
its
respect
ownership
Trust Securities
the United States, corporate instance through a withholding
income tax imposed
in
by
be
be
to
would
required
collected
the
first
the Company
by of
on
at
of
such
tax
rate
35%
on in
of
such Foreign Holders distributive
share
the income.
A determination
risk
or an
the Company, based
receipt
opinion business
counsel,
that there
a significant
that
as
be
will
treated
engaged
a trade
within
the United States would constitute
a Tax
Event. See
of
Description
Series 2006that
The remain-
in
der
this
discussion
assumes
the Company
will
not
considered
engaged
a trade
business
in
the United States. Tax. the meaning
United States Withholding

the
Interest
that constitutes withholding
portfolio tax.
interest within
will
Code
is
of
generally
its
A Foreign Holder
be
treated
as earning
by
of
directly
share
the income earned
the Company.
Immediately following the
109
or
be
be
of
to
or
of
of
it is
is
or
be
to
to
Return
WMIPC_500002117.00121
CONFIDENTIAL
of
completion
this
Offering,
the Companys
e.,
material
assets
of
will
I
consist
the
regular
interests
issued
in
by
of i.
registered
form
the Asset Trusts (

Certificate),
(
the Asset Trust
Class
A Trust
Certificate
and the Asset
II
Trust
Class
A Trust
each
as
be
which
will
treated
real estate
mortgage investment
conduit
under the Code
REMIC).
REMIC
regular interests
are generally treated
as
indebtedness
for
United States federal income tax purposes that qualifies for the portfolio interest exemption.
of
to
addition,
during the term
the transaction,
the
Company expects, pursuant
its
investment
guidelines, securities
invest
cash
hand from time
in
on
to
to
time
short
term debt instruments and other debt
that qualify for
the portfolio interest exemption.
of
Accordingly,
expected
will
that
a Foreign
Holders
share
the Trusts distributive
share
Companys
holding tax,
interest
income
constitute
portfolio
interest,
and thus,
will
not
subject
U. of S. or
a
it is
the
with-
be
so
as
long
the Foreign Holder has certified
as
its
status
a Foreign Holder under penalties
on
an
perjury
appropriate
IRS Form W-
on
of
8.
In
addition,
gain realized
the sale, exchange
by
be
of
redemption States
the
Trust Securities
held
a Foreign Holder
generally will
not
to
subject
as
or
federal
income
withholding
tax,
the case may be, unless such Foreign Holder
is
to
United
nonresident
alien individual
who holds the
Trust Securities
capital
asset and who
present
in
the
file
as
is
In
the
in
United States more than 182 days Series L
of
the taxable year
the sale and certain
other conditions
are met.
Preferred Stock
for
Received
a Conditional
Exchange.
If
WMI
in
Conditional
to
to
of
Exchange
Depositary
generally
the Trust Securities Series L
were
occur,
any dividends
paid
a Foreign Holder
of an
the
Shares
WMI
Preferred
Stock
received upon such Conditional
Exchange
exemption
would
rate
subject
a 30%
U. S.
be
to
withholding
tax unless the holder qualifies for
or
or
U. S.
a reduced
under the
Internal
Revenue Code
applicable
U. S.
tax treaty.
Information
Reporting
certain with
and Backup Withholding

the Code requires information
reporting,
Under
withholding,
circumstances,
and may
require backup
on
to
respect
certain
payments
made
and the payment

not apply
proceeds
from the disposition

tax- exempt
such instruments. Backup withholding

qualified
will
generally will trusts,
corporations, retirement certain
organizations, withholding
pension
and
profit
sharing
and
individual
U. S.
U. S.
to
if
accounts.
Backup
apply
Holder
the
Holder
to 8,
fails
provide
as
identifying
information ( such
the
U. of S. U. S.
Holders
taxpayer
identification rules.
number)
application
or
otherwise
comply with the applicable exemption
requirements
for
the backup Holder
withholding available
The
for
from backup withholding
by
is
providing
a properly completed
IRS Form W-
9.
of
The payment
generally will
its
of
the proceeds
from the disposition

reporting
a
its
Trust Security
by a Foreign Holder
be
to
certifies
status
if
as a Foreign Holder ( and,

evidence
applicable,
beneficial
owners
if
not
subject
information
and backup
withholding
the Foreign Holder

also certify their status satisfies
of
as non- United States persons) under

certain
penalties
perjury
on the appropriate
IRS Form W-
documentary
requirements for establishing
that
a Foreign Holder
or
it is
otherwise
establishes
an exemption.
withholding
Backup
not
additional
tax
and may be refunded
or
is
an
credited
against
the
that
or
U. S.
Holders
if
Foreign Holders
liability,
any),
provided
is
certain
required information
furnished.
The
information
reporting
requirements
may
apply regardless
whether withholding
is
of
required.
Tax Return Disclosure

Recently
prescribe
Requirements
Regulations
issued Treasury circumstances
and
other
administrative
guidance
promulgated by the IRS
of
certain
under which
( the
holders
could be required
information
returns with
the IRS
New
Reporting
Rules).
U. S.
to
The New Reporting
Rules could apply

with
Holder
and
to
certain
Foreign Holders who hold
in
or
or
their
Trust Securities
110
if
connection
a United States trade
business)
the Trust
the Company
to
to
of
of
Return
WMIPC_500002117.00122
CONFIDENTIAL
or
of
to
were
highly
enter
into
one
more
reportable
transactions.
The
definition
will
reportable
transaction that
It is
technical.
not expected
that
the Trust
the Company
engage
in
or
activities
would
give rise
any reportable
then, subject
If
transactions.
the Trust
the Company were

limitations,
engage
in
or
to
to
any
reportable
transaction,
certain
exceptions
and
with
threshold
Holder
or
U. S.
to
Foreign
tax
be
Holder
return
may
for
to
required taxable
file
file
IRS Form 8886

which such
such holders United States federal income

transaction affects
each
year
in
reportable
such holders taxable
of
income,
and
a copy
of
to
such form with the IRSs Office
Tax Shelter Analysis.
The
Trust intends
of
to
to
provide
the holders
subject
Trust Securities
any information necessary

exceptions,
to
complete
such form.
that
file
addition,
certain
significant
any holder
of
In
to
Trust Securities
recog-
or
on
be
of
nizes
loss
sale
exchange
such holders
Trust Securities
may
to
required
IRS
in
applies.
of
if
Form 8886
the manner described
above
the loss exceeds
certain thresholds
and
no
exception
to
Prospective regarding
purchasers
Trust Securities
are urged
consult their
own
to
tax advisors
is in
of
to
the application
them
the
New
Reporting
Rules with respect
an investment
Foreign,
State,
and Local Taxes

for
in
Holders
may
liable
foreign, state,
and
local
taxes
the country, state,
in
or
be
locality
which
in
in
or
or
or
they are resident
doing business
or
state
locality
which the Trust
the Company
state,
or is
to
conducts
deemed
conduct
business.
Because the
its
of
tax
laws
each
country, with
and locality any taxes
may
that
differ,
each prospective
purchaser
should consult investment
own tax advisors
respect
may
payable
in
as
be
an
of
result
111
to
Return
WMIPC_500002117.00123
CONFIDENTIAL
ERISA CONSIDERATIONS
or of of as of
Section 406 the Employee Retirement
Income
profit-
Security
Act
1974,
amended
and Section 4975
the Code prohibit pension,
or
sharing
other
retirement
plans and accounts
of
ERISA)
subject
ERISA
Section 4975
( each,
the Code and entities that are deemed from engaging

disqualified rules
hold plan assets persons that are
any
the foregoing
Plan)
in
of
certain
transactions
with
in
or
parties
interest
under ERISA
prohibited
persons under the Code with respect
to
such Plan.
in
A
of
violation
these
transaction
may
or
an
of
result
excise tax
other
penalties
and
Title I
or
of
liabilities
under ERISA
and the Code for such persons
the fiduciaries
the Plan.
In
addition,
of
to
ERISA
also requires fiduciaries
a Plan subject
ERISA
to
make investments
that
are prudent,
diversified
and
in
accordance
with
the governing
plan documents.
be
Certain transactions
involving
the Trust might
deemed
to
constitute
prohibited
transactions
or
to
under ERISA and the Code with respect
a Plan that purchased
Trust Securities
Series 2006-
be
of
if
Company
regulation
Preferred
Securities
assets
the Trust were deemed
of
to
assets
the Plan. Under a
as by
of
issued
treated
the United States
Department
Labor
the
Regulation),
the assets
of
the Trust
be
of
of
would
plan assets
a Plan for the purposes
if
ERISA and the Code only
the Plan
in
acquired Regulation
equity
interest
the Trust and none
the exceptions
plan assets contained
in as
an
to
of
the than
as
was
applicable.
An
equity
interest
defined
under the Regulation

local
an
is
interest other
as
an
instrument that
treated
indebtedness
under applicable
Preferred
law and that has
no
is
substantial
equity features.
The Series 2006purposes
Company
Securities
are not
be
to
likely
treated
As
indebtedness
for
the Regulation.
such,
the Trust intends
to
of
prohibit
the acquisition
by or
in
or
holding
any Trust Security

Preferred Security
Company
Preferred
Security
any
interest
Trust Security below).
Company
behalf
a Benefit Plan Investor
as
or
on
of
defined
in
3(
of is
to
of
The term
benefit other
Benefit
Plan Investor
defined
Section
42)
ERISA
all
include
employee
to
plans that are subject
Title
ERISA,
individual
retirement
accounts,
Keogh Plans and

assets are
by to
or as
group
(
of
of
to
to
and
plans subject plan assets
Section reason
4975
the Code, and entities whose underlying
deemed
in
include trusts,
the investment
trusts,
by
of
that entity
Benefit
Plan Investors,
such
bank
collective
investment
insurance
company
separate
accounts,
and
certain
insurance
company By
general accounts.
or
acquiring
Trust Security
will
Company Preferred
or
Security
any interest therein), each

that,
purchaser
acquisition
and transferee throughout
be deemed
represent,
warrant and covenant
from the date Security
the period
not,
holding such Trust Security
Company
or
Preferred
or of
( also
to
or
of
interest therein),
and
it of is
not acquiring
such Trust Security
Company Preferred
Security
interest therein) with
the assets
Benefit
Plan Investor,
except for an insurance
company general
the
at
account
that represents,
warrants
(
and covenants
eligible for
of
that,
the
time
acquisition
and throughout
Department
i) it is
of
it
period
holds the securities, Transaction
of
Labor
of
Prohibited
ii)
Class Exemption
95-60,
less
than
25%
and (
the assets
of
such general
or
represent)
Benefit
or
iii)
account
are
assets
it is
of
Plan Investor
not a person who has
C. F. R. to of
or
to
discretionary authority
control
with
respect
the assets respect
the Trust
or
or
investment
advice for a fee

not
( direct
indirect) with
such assets,
any
f)(
of
affiliate
such a
person and would
otherwise
be excluded under
29
2510.3- 101(
provisions
1).
to
Government
of
sponsored
plans are not subject

transaction provisions
the
fiduciary
ERISA, and are
to
not subject
the prohibited
under Section 4975
of
the Code. However, federal,
or
or
of
state
local
laws
regulations
governing
prohibited
the investment
transaction other
and management
the assets
of
such and
plans
may
contain
fiduciary
and
to
requirements similar
those under ERISA
the Code discussed
above and may
include
limitations
on permissible investments.
should consider
Accordingly,
fiduciaries
governmental pension
in
of
plans,
consultation
with their advisors,
the requirements
Preferred
or
of
to
of
their
respective
codes with respect
purchase
a Trust Security
Company
Security,
as
as
well
general fiduciary
transferee
considerations.
Each purchaser and
or
of
Trust Security
Company Preferred
will
Security
will
be
and
in
to
required
represent
and warrant
( or,
certain
circumstances,
be deemed
to
represent
112
or
it is
to
of
Return
WMIPC_500002117.00124
CONFIDENTIAL
warrant)
that,
from the date

Security
acquisition
throughout
the
(
period
holding
such Trust Security

plan,
or
Company
a) it is
Preferred
interest therein), either
not a governmental
foreign
or
plan,
of
or
of
b) is
church plan Section 4975
other
plan subject
law that
the
Section 406
ERISA
or
the Code
Similar
will
Law)
purchase
and
holding
the Trust Security
in
or
Company
Preferred
Security
not
constitute
result
a nonexempt
of
violation
Similar
Law.
RATINGS
expected
that the
Trust Securities
will
rated Baa2
by
be
It is
Moodys
Investors
Service,
Hill
by
Moodys),
BBB
Standard
& Poors
(
Inc.
of
Rating Services,
a Division
The McGraw-
Companies,
or by
Inc.
S&P) and A
to
purchase,
Fitch,
sell
Fitch).
The
of
ratings
are not recommenda-
as
as
do
or
Inc.
of
of
its
tions
hold

particular
inasmuch Nor
the ratings
not comment
to
a
for
or
market price
likelihood current that
suitability
purchaser.
do
the ratings described such securities.
above address the

ratings
be
or
the
Act.
of
to
to
a holder
Trust Securities
will
able
sell
The
are based
Trust
information furnished
Moodys,
S&P
by
to
and
Fitch ratings
WMI, WMB, the Company and the

changed,
and
information
obtained
from other sources.
The
may
of,
suspended
or
be
withdrawn
as
any time
result
changes
rating
or
at
of
in,
the unavailability
such information. See

their
Risk
Factors
Rating agencies
may change
methodologies,
including
view on notching
practices.
PLAN OF DISTRIBUTION
The Company, the
Trust, into
WMI
and the
initial
purchasers
to in
listed
the table below
( the
Initial
Purchasers) have entered

certain conditions,
a purchase
agreement
with respect
the Trust Securities. the amount
Subject
each
Initial
Purchaser
indicated
has severally
agreed
table.
purchase
by
to
liquidation
preference)
in
of
Trust Securities
the following
Liquidation
Preference
Initial
Purchasers
.
.
Trust Securities
Credit
Suisse Securities
(
. .
USA) LLC
. . .
.
. . . .
.
. . . .
.
. . . . . .
$ 112,500,000
112,500,000 112,500,000 112,500,000 25,000,000 25,000,000
Goldman,
Sachs
& Co.
Inc.
.
. . . . . . . .
. . . . . . . . . . . . . . . .
.
. . . . . . . . . . . . . . . . . . . .
. .
Lehman Brothers Morgan Stanley

Keefe, Bruyette
& Co. Incorporated & Woods Inc. . . .

LLC
. .
.
UBS
Securities
. . . .
. . . .
. . . .
. . . .
Total
. . . .
. . . .
. . . . .
$ 500,000,000
being offered
this offering price
circular.
for
to
The
Initial
Purchasers
taken.
are committed
initial
take and pay
all
of
the securities
on
if
hereby, After other
any are
The
offering price
set forth
the cover page
the securities
selling
are released
for sale,
the
Initial
Purchasers
may change
of
is
the
offering
and
terms. hereby have not been and

that
will
The The
Initial
securities offered
not
be
registered
or
to
of
Purchasers
qualified
have agreed
they
will
offer
sell
only
persons
who
in to in
are both
institutional
buyers within the meaning
of
Rule 144A under the Securities under the Investment
Act and
qualified
purchasers
within
the meaning
2(
of
Section
a)(51)
Company Act
transactions
meeting the requirements

with this Offering, transactions
of
Rule 144A.
Initial
connection
the
Purchasers
short sales,
may
purchase
and
in
In
sell
securities
the
open market. These
may
include
stabilizing transactions
and purchases
Purchasers
by
cover positions created by short sales. Short sales involve the sale
greater
the
Initial
number
securities
than they are required
purchase
of in
of
to
this Offering.
Stabilizing transacretarding
or
tions consist
certain
bids
purchases
made
or
of
for
the purpose
preventing
decline
the market price
the securities while this Offering
is
of
in
progress.
113
of
to
on
of
to
Return
WMIPC_500002117.00125
CONFIDENTIAL
by
These
activities
the
Initial result,
Purchasers
may
of
stabilize,
maintain
or
otherwise
affect
the market
As
price
the securities.
the
price
the securities
activities
may
be
be
of
higher
than the price that they

the
in
otherwise
might exist
If
the open market.
these
are commenced,
may
be
discontinued
the
Initial
Purchasers
any time. These transactions
may
in
by
at
effected
over- the- counter
market
or
otherwise.
Each
of
the
only
Initial
Purchasers
has represented
and agreed
that:
or
to It
has
communicated an 21
caused
be communicated
and
will
only
communicate
activity
or to
to
cause the
be communicated
invitation
inducement Services
engage
in
or
to
investment Act 2000

(
( within
to of
meaning
of
section
the Financial
and Markets
as amended)
( the falling
in
FSMA)
persons who have professional experience
matters relating
(
to
investments Promotion)
5)
of
within Article
19(
the Financial
Services
and Markets Act 2000
Financial
in
in
or
of
Order 2005
circumstances
will
which section
all
21
FSMA
to
does not apply
the Trust; and
of
It
has complied, and
comply, with
applicable
provisions
FSMA
with respect involving
by it in
anything done Kingdom.
relation
from
or
to
in,
otherwise
the United
In
to
relation
each Member State

(
of
the European
Economic
each
Area which has implemented the Purchaser
Prospectus
Directive
each, a Relevant
Member
State),
Initial
has represented
and
agreed that with effect from and including
the date on which the Prospectus
is
Directive
implemented
in
make an
offer
the securities being offered hereby
the public
in
to
of
it
that
Relevant
Member
of
State ( the
Relevant
Implementation
Date)
has not
that
Relevant
made and will not Member State prior

by
or,
in
to
to
the
publication
a prospectus
relation
which has been approved approved
the
in
competent Relevant
authority
that
Relevant
notified
Member
to
State or,
where appropriate,
in
another
State,
in
Member
State
and
the competent except that
authority
that
Relevant
Member
Relevant
it
accordance Relevant
with the
Prospectus Date,
Directive,
may, with effect from and including
the State
Implementation
make
in
an
to
of
offer
securities
the public
that
Member
at
any time:
so to
legal entities
regulated
authorized
regulated,
whose corporate
purpose
solely
invest
in
or
is
to
securities;
or
of
any legal entity which has two

ii)
last
i)
more
of an
of
to
at
average
least
250 employees
(
iii)
during
the net
financial
year; (
total
balance
sheet
more than e 43,000,000;
and
an
annual
in
turnover
shown
its
more than e 50,000,000,
last
annual
or
as
of
consolidated
accounts;
in
or
by
do
any
other
circumstances
Article
which
not require the publication

Directive.
the Trust
of
a prospectus
to
pursuant
of
the
Prospectus
For the purposes
this provision,
the expression
State
offer
securities
the public
any securities
any Relevant
information
Member
on
means
the
communication
any form and
as by in
an
of
of
to
relation
in
to in
to
any
an of
so
be
of
means
enable
that
sufficient investor
the terms
the offer and the securities
offered
to
other
if
which are authorized
operate
in
or
to
the financial markets
not
by to
decide
State
purchase
subscribe
the securities,
the same
may
in
varied
Relevant
State
Member
any measure implementing the Prospectus Prospectus

Directive
Directive
that
Relevant any
Member
relevant
and the expression
means
Directive
2003/ 71/
EC
and includes
in
implementing measure
Trust Securities
each Relevant Member

hereby
State.
or
by
The
offered
may
not be offered
sold
means
of
any document
i) in
do
to
than
circumstances
which
not constitute
an
offer
the public within the meaning
of
the the
or
of
ii)
Companies Ordinance
( Cap.
32, Laws
Hong Kong),
( Cap.
to
professional
investors
within
of
of
meaning
the Securities
and Futures Ordinance

circumstances
571, Laws
Hong Kong) and any
rules
made
in
iii)
thereunder,
within
other the
which do not result

( Cap. 32,
in
or
the document
being a prospectus
advertise-
of
the meaning
Companies Ordinance
Laws
of
Hong Kong), and no

issued
ment, invitation
document
relating
may be
may be
in
or
or
to
the
114
in
as
or
be
to
in
all
Return
WMIPC_500002117.00126
CONFIDENTIAL
in
in
possession
any person for the purpose
issue (
each case whether
Hong Kong
or
of
of
elsewhere),
which
directed
at,
the contents
which are
likely
be accessed
other
in
or
or
is
to
of
read by, the public
Hong
be do
so
to to
of
( except
if
Kong
permitted
under the laws
Hong Kong)
than with respect
to to
securities
or
which are
are intended
investors
disposed
only
persons outside Hong Kong
or
of
to
only
(
professional
within rules
the meaning
of
the Securities
and Futures Ordinance
Cap. 571, Laws
of
Hong Kong) and any
made
thereunder.
as
This offering circular has not been registered Singapore.

Accordingly,
this
a prospectus
other
with
the Monetary
Authority
offering circular for subscription
and any
document
in
or
material
connection not
with
or
or
or
the offer
for or
sale,
invitation
purchase,
may
be
of
circulated invitation
(
or
or
distributed, subscription
nor may the Trust Securities
be
offered
sold,
be made the
of
subject
an
in
or
or
of
person hold
purchase,
whether
directly
indirectly,
persons
Singapore
other
than
of
institutional ( the
investor
under Section
relevant specified
274
the Securities
and Futures
Act,
Chapter 289
of
Singapore
ii)
SFA), (
person,
any person pursuant 275 the
Section 275( 1A), and pursuant

to,
in
or
to
to
accordance
in
with
of,
iii)
the conditions,
with the
Section
SFA
otherwise
and
accordance
conditions
any other applicable
of
provision
the SFA.
Where
of by
or
the
Trust Securities
(
are subscribed
purchased
investor)
under Section
275
relevant
a)
is
is
in
or
of
which
corporation entire
which
not
an
accredited
the sole business
which
of to
is:
by
or
of
is
investments
and the
share capital
which
owned
one
more
individuals, investor)
each
whom
and
or
b)
is
an
accredited
investor;
is
trust
( where
the trustee
not an accredited
investor, rights
whose
sole
is
purpose
hold investments
and each
is
to
beneficiary
an
accredited
shares, debentures
units shall
shares and debentures

for
(
that corporation
the beneficiaries
and
interest
in
or
of
of
that trust
not be transferable
6 months
or
after that corporation investor
that trust
has acquired
the shares
1)
or
an
to
of
under Section 275 except:
institutional
under Section 274
the
SFA
by 3)
to
relevant
person,
any person pursuant
Section 275( 1A), and
in
or
to
accordance
for
with
the conditions,
specified
in
2)
or
no
of
Section 275
the SFA; (
where
consideration
given
the transfer;
operation
law.
The
Trust Securities
offered
( the
hereby have not been and

Japan sell
will
not be registered

Initial
and Exchange Law
of
Japan
Securities
and Exchange Law) and each
Purchaser
in
or
or
or
it
has agreed that the benefit

including offering
of,
will
not offer
directly herein
indirectly,
Japan
in to, or
an
for
any resident
corporation
Japan
as
of
( which
term
used
means any person
resident
Japan,
or or
or
any
other
entity
organized
under the laws
of
Japan),
to
others for re-
in
or
or
to
in of
resale, directly
indirectly,
Japan
of,
a resident
Japan, except compliance
pursuant
the
exemption
Securities
requirements
other
and otherwise
laws,
with,
Japan
to
and Exchange Law and any
applicable
regulations
and ministerial guidelines
Japan.
in
WMI, the Company and the
Trust
have agreed
after
the purchase
agreement,
circular,
subject
to
certain
of
of
exceptions,
their
that for
a period
other
180 days
the date
this offering
neither they, control,
nor any nor any

offer,
or
subsidiaries
affiliates will,
over which they exercise

without
management
or
voting
on
of
person acting
sell,
their
behalf
the prior written consent
Goldman, Sachs
& Co.,
to
the
or
to
contract
sell
otherwise
dispose
of
any securities
that
are substantially similar
Trust Securities.
WMI
including
and the Company have agreed

to
indemnify
the
Initial
Purchasers
against certain
liabilities,
liabilities
Act.
of
Certain
the
Initial
Purchasers
and
their
respective
affiliates
have, from time banking
to
time,
performed,
for
and may Company,
in
the
future
perform, various financial
advisory
and investment
services
the
for
which they received
or
will
receive
customary
fees and expenses.
115
of
of
of
is
an
to
to
i)
Return
WMIPC_500002117.00127
CONFIDENTIAL
NOTICE TO CANADIAN RESIDENTS

Resale Restrictions
in
The
basis
distribution

that
Canada
being
file
made
only
on
of
is
a private placement the securities

regulatory
exempt from the requirement
we
prepare and
a prospectus
with
in
of
authorities
each province where trades
Trust Securities securities
are made. Any resale

will
of
the Trust Secu-
in
be
rities
Canada must
jurisdiction,
made
under applicable
laws which
vary
depending
statutory
on
the
be
to
relevant
and which may

exemption
require resales
made
under available
exemptions
authority.
under a discretionary
granted
by
or
the applicable
Canadian
securities
regulatory
Purchasers are advised
seek legal advice prior
any resale
of
to
to
the
Trust Securities.
of
Representations
Purchasers
in
By purchasing
Trust Securities
Canada and accepting
a purchase
confirmation
a purchaser
us
to
representing
the
and the dealer from
whom
the purchase
provincial qualified
is
confirmation
received that:
purchaser
without
entitled
under applicable
securities
laws
to
is
purchase
the Trust Secu-
of
rities
the benefit
a prospectus
the purchaser
under those securities laws,
where
the
required
by
law, that
purchasing
as
principal
and not and
as
is
agent,
purchaser purchaser purchase
has reviewed acknowledges
the text above under Resale Restrictions,
to
the
and consents
the provision
of
specified
information
concerning
by
to
the regulatory authority
that
law
entitled
to
of
is
its
collect
the
information.
is
Further details concerning
the legal authority
for this information
available
on
request.
of
Rights
Action
Ontario Purchasers
securities legislation,
Only
certain
Under Ontario
Offering Circular while
still
purchasers
who purchase a
security
offered
by
this
during the period
distribution will
for
have a statutory
right
action for
damages,
the owner contains
in
us
of
rescission
against
the event that this Offering

relied
to
Circular
a misrepresentation without
regard
whether not
the purchaser
on the misrepre180 days from the and

three
is
of
sentation.
The
right
action
for
damages
exercisable
later
than the earlier

the
of
to
date the purchaser
first
had knowledge
the facts giving rise

for
cause
right
of of
of
action
years
is
from the date

exercisable
which payment
made
right
The
action for rescission

for
is
not later than 180 days from the date on which payment
made
in

will
to
of
If
a purchaser
for
elects
exercise us.
the
action for rescission,
the purchaser
have no right
action
damages
In
against
no case
offered
will
the amount recoverable
any action exceed the price
is
at
to
of
if
which the Trust Securities the securities

with
were
the purchaser
and
the purchaser
shown
liability.
to
have
the case
purchased
knowledge
will
the misrepresentation,
we
of
will
have no
or
of
In
of of
a
an
action for
damages,
we
are
not be
value
liable
for
any portion
the
damages
that
are proven
in
as
of
not represent
relied
the depreciation

to,
a result
from,
of
the misrepresentation
in
upon.
These
rights
addition
and without
foregoing
derogation
any
or
other
rights
remedies
is
at
to
of
available
law
an Ontario purchaser.
Ontario purchasers
The
a summary
to
the rights available
an
Ontario purchaser.
provisions.
should refer
the complete
text
of
to
the
relevant
statutory
Enforcement
of
Legal Rights
as
as
of
be
All
our directors and officers
well
the experts
for
named
herein may
located
outside
as
to
it
Canada and,
within
result,
may not be
possible
Canadian
purchasers
of
effect service
process
or
or
us
Canada upon
those persons.
All
of
substantial
portion result,
our assets and the assets
of
be
outside
it
those persons
may be
located
Canada and, as a
may
not
possible
to
satisfy
116
of
to
all
is
on
or
of
of
is
Return
WMIPC_500002117.00128
CONFIDENTIAL
in
or us
judgment
against
those persons
Canada
in
or
or
to
enforce a judgment obtained
Canadian
us
of
courts against
those persons outside
Canada.
Taxation and Eligibility Canadian
for
Investment should consult
of
purchasers
Trust Securities
their
own
legal
and
tax
advisors with circum-
in
respect stances

eligibility
investment

for
in
an
of
to
their
particular
and about the

legislation.
investment
by
of
the purchaser
under relevant
Canadian
VALIDITY
OF
SECURITIES
for
be
of
The
Richards,
Preferred
validity
will
passed upon
WMI
and the
Initial
Purchasers
by
P.
Layton
& Finger,
will
of
A.,
Wilmington,
for
Delaware.
The
validity
the Series 2006-
Company
by
Securities
be passed upon
the Company
Richards,
Layton & Finger,
P.
A., special
Rowe & Maw LLP, New York, New York, and for the Initial Purchasers by Sullivan & Cromwell LLP, New York, New York. The validity the Depositary Shares and the Series L WMI Preferred Stock will be passed upon for WMI Mayer, Brown, Rowe & Maw LLP and by Heller Ehrman LLP, Seattle, Washington, and for the Initial
Delaware counsel for the Company, for
WMI
by
Mayer, Brown,
by
Purchasers
Sullivan
& Cromwell
of
LLP.
Mayer, Brown, Layton
Rowe & Maw LLP

as P. to
A.,
and Sullivan
& Cromwell
law,
LLP
will
rely
upon the opinion
Richards,
& Finger,
of
matters
of
Delaware
by
of
and
as
of
upon the opinion
Heller
Ehrman LLP
to
matters
Washington
law.
ADDITIONAL
INFORMATION
Independent
Accountants
be
of
The independent
Deloitte
registered public
accountants
the Company
public
will
Deloitte for
& Touche
LLP are also the independent
registered
accountants
WMI
& Touche LLP. and WMB.
No
Material Adverse
Change
in
Except
disclosed
this offering
circular,
there since the
has been no adverse
change
in
as
the
financial
or
of
position
the Company,
(
the Trust,
WMB
4,
WMI
in of
September 30, 2006
or
their respective
dates
of
establishment
which was December
2006
of
case
the Trust),
that
would
be deemed
in
material
the context
the issue and sale
in
of
this
Offering.
Recent
Developments
Other Events
1,
On
(
$1
billion.
October
2006,
WMI
completed
of
its
acquisition
Commercial Capital Bancorp, purchase
Inc.
in
Commercial Capital)
a cash transaction
with
an aggregate
of
price
approximately
lending
institution
Commercial Capital was a multifamily and small commercial
real estate
in
of
at
located with
cial
Southern
California with
$ 5.5
billion
total
assets
December
31, 2005.
In
connection
the acquisition,
Capital,
Commercial Capital Bank, FSB, the federal savings

with
bank
of
subsidiary
Commer-
merged
and
into
WMB.
Litigation
in
to
is
I,
following
litigation
relation
Trust
Asset Trust
in
as
and the
they
Trust
have not been named
defendants
any
the following lawsuits and,

operations
on
of
that basis,
not expect
such lawsuits materially affect
their
respective
or
do
financial
results.
L. In P.
et
South Ferry
Securities
#2
Killinger
al.,
No. CV04-1599C (
W. D.
v.
Wa., Filed
Jul.
19, 2004) ( the defendants
its
Action).
July
2004,
WMI
and a number
officers
were named
in
as
of
117
II
a
The
WMI. WMB, the Company, Asset
of
Return
WMIPC_500002117.00129
CONFIDENTIAL
b)
of
of
of
series
cases
alleging
violations
Section
10(
the Securities
Exchange Act
Act.
of
1934
the
a)
of of
Exchange
Act),
Rule 10b- 5 thereunder
and Section
20(
the Exchange
In
brief,
the plaintiffs
in
on
of
of
the Securities
Action allege,
behalf
putative various
class public
purchasers
WMI
securities
from
April
15, 2003 through June 28, 2004, that
in
statements
the defendants
purportedly things, alleged
made
to
misrepresentations and failed
disclose
material facts
concerning,
among
other
internal
systems problems and hedging issues.
The defendants
without oral
moved
to
dismiss the Securities
Action
on May 17, 2005.
After briefing, part;
but
argument,
the court on November
17, 2005 denied the motion
in
principal
however,
the court dismissed the claims against certain
of
the individual
defendants,
that
dismissed claims pleaded could not rely
on
on
of of
behalf
sellers
put options accounting

for
WMI
stock,
and concluded
their
the
plaintiffs
to
supposed
violations
standards
or,
support
claims.
The remaining defendants

the opinion
District
subsequently
moved
reconsideration
the alternative,
for
certification
for
in
of
interlocu-
of
to
tory
appeal
the
United States Court
Appeals
the Ninth Circuit. The

for
Court denied the
motion for reconsideration,

time,
but
March
At
on
6,
2006,
granted the motion
certification.
the same
District
before the Ninth
Circuit.
The defendants
for
interlocutory
thereafter
moved
to
it
the
Court stayed further proceedings
before
pending
the outcome
of
any proceedings
the Ninth Circuit
have the Appellate denying
Court accept
the case
to
of
on
June
with,
of
review
the
District
Courts
original order motion,
the motion
dismiss.
On June
to of
WMI.
2006, the Ninth Circuit granted the defendants updated,

appeal.
the defendants
filed
indicating
brief
that
the Court
25,
will
hear the merits
The defendants
schedule,
their initial
on September
2006. Pursuant
stipulated
briefing
the
plaintiffs
responsive
brief
due
in
is
December
2006, and the
in
be
defendants
reply will
filed
early
February 2007.
by
B.
Lee Family Investments,

Nominal Defendant Nov. 29, 2005)
(
and through
Trustee
Lee, Derivatively
(
and
on
its
W.
behalf
Washington
Mutual,
Action).
Inc.
Killinger
No. CV05- 2121C
D.
et
al,
v.
W.
Wa., Filed
the
Derivative
On November
Action, lawsuit
29, 2005,
12
days after the District Court
denied the motion
dismiss the Securities shareholder

federal court,
a separate
in
to
plaintiff
filed
Washington
State
Superior Court a derivative
purportedly asserting claims for the benefit
The case was removed

Action include
where
now
pending.
The defendants
Action,
as in
to
it is
the
Derivative
at in
as
as
of
those individuals independent
remaining
defendants
directors
the Securities
well
those
WMIs
current
directors
who were
any time from April 15, 2003 through
in
2004. The allegations
the Derivative
Action mirror those

director
in
the Securities
Action,
but seek
relief
on
to
based
claims that the independent
defendants
failed
properly that action
respond
to
the misrepre-
in
sentations
alleged
the Securities
Action and that the defendants
filing
has caused
WMI
to
to
of
expend
to
to
sums
defend
itself
and the individual
and
conduct
internal
investigations
related
At
the underlying
that
claims.
the end
of
February 2006, the parties submitted a stipulation
the court
of
the matter be stayed pending
the
outcome
the Securities
Action.
On
March
its
2,
2006, the court
entered
order pursuant
that stipulation,
staying
the Derivative
Action
in
an
to
entirety.
Governing Law The LLC Agreement,

will
the
Trust
Agreement,
by,
and the Series 2006- C Company
in
of
be governed
and construed
accordance
by,
with,
the laws
the State
Delaware.
The Series L WMI
Preferred
Stock
will
governed Shares
and construed
in
be
accordance
the laws
the
State
Washington.
The Depositary
will
governed
by,
and construed
of
of
accordance
with,
the laws
the State
New
York.
118
in
be
of
of
of
to
of
an
of 9,
Return
WMIPC_500002117.00130
CONFIDENTIAL
APPENDIX
Washington
Mutual Preferred Funding LLC Financials Statements
of
Income
( Unaudited)
From Inception
( February
3 2006)
Three
Months Ended June 30, 2006
through September 30, 2006
September 30, 2006

Interest
Income
income
for
. .
.
Interest
. . .
$ 73,239,961
1,221,556
$ 76,264,847
(
$170,678,827
( 7,901,862)
Provision
loan losses ( reversal)
. . . .
9,009,543)
Net interest income after reversal

for
provision
loan losses
of
. . .
72,018,405
85,274,390
178,580,689
Noninterest
Servicing
Expense
fee
. . . . . .
.
. . . . . .
1,543,224 16,138 1,559,362
1,624,887 12,491 1,637,378
4,284,915 57,219 4,342,134 $174,238,555
Other expenses
Total noninterest
expense
.
. . .
Net Income.
. . . . .
. . .
$ 70,459,043
$ 83,637,012
A-
Return
WMIPC_500002117.00131
CONFIDENTIAL
Statements
of
Financial
Condition
( Unaudited)
of
As
As
September 30, 2006 Assets Cash and cash equivalents

Loans held Allowance
Total
. .
.
June 30, 2006
. . . .
.
. . .
.
48,987,534 4,841,677,556
( 19,111,099)
51,448,950 5,055,251,106
( 17,975,647)
in
portfolio . .
. . . . . . .
.
. . . .
.
. .
for
loan losses
. . . .
. . .
loans held
. . .
. .
portfolio,
.
net
.
allowance
.
for
in
of
loan
.
.
losses Receivable
. . . .
. . . . . . . . . . .
. . . . . . . . . . . .
. . . . . . . . .
4,822,566,457 67,775,618 13,864,469 $4,953,194,078
5,037,275,459 81,191,697 14,307,015 $5,184,223,121
from
. .
.
affiliates
.
Other assets
Total
. . . .
assets
. . . .
. . . .
. . . .
. . .
Liabilities
Payable Other
to
affiliates
. .
. . .
. . . . . . . .
. . . . . . . .
. . . . . .
357,217 24,518 381,735
65,762,472 556,192 66,318,664
liabilities
. . . .
Total liabilities
. . . .
. . . .
. . . .
. . .
Member Interests Common securities

Preferred securities Retained
Total Total
. . . . . . . . .
. . . . . . . . . . . .
. . . . . . . . . . . .
. . . . . . . .
.
2,976,605,193 1,956,851,791 19,355,359 4,952,812,343 $4,953,194,078
3,134,721,402 1,956,838,150 26,344,905 5,117,904,457 $5,184,223,121
earnings.
. . .
member
interests
. . .
. . . .
. . .
Liabilities
and Member Interests
. . .
A-
of
Return
WMIPC_500002117.00132
CONFIDENTIAL
of
Statements
Member
Interests
( Unaudited)
Common
Securities
Retained Earnings
Total
BALANCE,
2006.
. .
.
February
. . . .
. .
3,
. . . . . . . .
. . .
.
$
3,423,697,341
$
20,142,500
20,142,500 3,423,697,341
Net income
. . . .
. .
Common
issued
.
securities
. . . .
. .
. . . .
. . .
Preferred securities issued

.
. . . .
. . . .
. . .
1,957,371,824
1,957,371,824
BALANCE, March
2006.
. .
.
31,
.
. . . .
. . . .
. . .
$3,423,697,341
$ 1,957,371,824
$ 20,142,500
83,637,012
$5,401,211,665 83,637,012
Net income
. . . .
. . . .
. .
Cash dividends
paid
common and
securities
preferred
.
on
. . .
. . . .
. . .
( 77,434,607)
( 77,434,607)
Common
securities
. .
. .
redeemed
. . . .
. . .
( 288,975,939)
( 288,975,939)
Preferred securities
capitalized. .
. .
costs
.
. . . .
. . .
( 533,674)
533,674)
BALANCE, June
Net income
30, 2006
.
. .
$3,134,721,402
$ 1,956,838,150
$ 26,344,905
70,459,043
$5,117,904,457 70,459,043
. . . .
. . . .
. .
Cash dividends
paid
common and
securities
preferred
.
on
. . .
. . . .
. . .
( 77,448,589)
( 77,448,589)
Common
securities
. .
. .
redeemed
. . . .
. . .
( 158,116,209)
( 158,116,209)
Preferred securities
capitalized. .
. .
costs
.
. . . .
. . .
13,640
13,640
BALANCE, September
2006.
. .
.
30,
.
. . . .
. . . .
. . .
$2,976,605,193
$ 1,956,851,790
$ 19,355,359
$4,952,812,342
A-
Return
WMIPC_500002117.00133
CONFIDENTIAL
APPENDIX
Portfolio
B
I*
Data
for
Asset Trust
Distribution by Principal
Balance
Percentage
Aggregate Unpaid
of as as as of of
shown
Principal Balance the
HELs
by
Distribution Principal
Current
Number
of
Initial
Aggregate Unpaid
Principal $
Information Cut- Off Date
Balance
. . . . . . . . . . . . . . . .
.
Mortgage Loans
. .
.
Balance
$ 0.00
$ 49,999
-
11,473 12,569 9,982 14,775 1,866 556
426,882,496 789,258,994 866,844,454 1,993,466,033 434,076,088 203,013,466 32,050,538
9.00%
16.63 18.27 42.01 9.15 4.28 0.68
50,000 75,000
74,999 99,999
100,000 - 199,999 200,000 - 299,999 300,000 - 499,999
Greater than $500,000

Total:
.
53
. . . .
. . . . .
51,274
$4,745,592,069
100.00%
Distribution by Gross Rate
Percentage
Aggregate Unpaid
Principal Balance the
HELs
by
Distribution
Current
Number
of
Initial
Aggregate Unpaid
Principal $
Gross Rate 4.00%

5.00 6.00 7.00
-
Mortgage Loans
Balance
15
4.99%.
. . . . . .
.
. . . .
1,893,887 2,326,352,440 2,239,513,168 159,631,709 18,200,865.00
0.04%
49.02 47.19 3.36 0.38
5.99 6.99 7.99
. . . . . . . . . . . . . . .
23,915 24,887 2,181 276 51,274
Greater than 7.99%.

Total:
.
. . . .
. . . . .
$4,745,592,069
100.00%
Distribution by Remaining
Months
to
Maturity
Percentage
Aggregate Unpaid
Principal Balance the Distribution by Remaining
HELs
Number
of
Initial
Aggregate Unpaid
Principal $
Months
Less than 61
.
to
Maturity
Mortgage Loans
. .
.
Balance
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
978 5,079 11,809 26,131 304 6,973 51,274
33,769,835 271,469,316 885,273,437 2,676,314,529 33,245,146 845,519,806
0.71%
5.72 18.65 56.40 0.70 17.82
61
120
-
. . . . . . . . . . .
121 181 241 301
180 240 300 360

.
Total:
. . . .
$4,745,592,069
100.00%
in
of
1,
is
All
information
not
this
Appendix 100.00%.
as
November
2006
the HELs
Information Cut-off Date).
Due
to
rounding,
the percentages
may
precisely
total
B-
of
of
of
Return
WMIPC_500002117.00134
CONFIDENTIAL
of
Distribution by Year
Origination
Percentage
Aggregate Unpaid
of as as
made
Principal Balance
Number
of
Year Origination
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
of
Initial
Aggregate Unpaid
Principal
the
HELs
Information
Mortgage Loans
.
.
Balance
Cut- Off Date
1998 2002 2003 2004 2005 2006
. . . . .
2001.
.
262 5,049 24,478 14,757 6,659
19,273,503 471,398,364 2,320,903,194 1,388,482,518 540,453,960 5,080,529
0.41%
9.93 48.91 29.26 11.39 0.11
. . . . . . . . . . . . . . . . . . . . . . . .
69
51,274
Total:
$4,745,592,069
100.00%
1)
Distribution by FICO Score(
Percentage
Aggregate Unpaid
Principal Balance Distribution by Credit
of
data,
Number
of
Initial
Aggregate Unpaid
Principal $
the
HELs
Information
Score
Not Available
.
.
Mortgage Loans
.
Balance
Cut- Off Date
. . . . . . . .
127 1,006 1,655 5,221 10,138 19,594 13,533 51,274

score obtained
10,378,701 86,527,506 149,812,400 485,446,788 982,182,600 1,863,840,000 1,167,404,073
0.22%
1.82 3.16 10.23 20.70 39.28 24.60
Less Than 600
600 650 700 750 800
649 699 749 799 849

.
. . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total:
. . . .
$4,745,592,069
in
100.00%
connection with
1)
FICO Score
means a
statistical
credit
by
and many other
mortgage developed
lenders
a loan application
by
help assess
a borrowers
creditworthiness. three national payment
A FICO
consumer
history,
by
is
Score
generated
models
third party,
Fair,
Isaac
& Co.,
and
to
available including,
through
reporting agencies.
The FICO Score
is
WMB
based
on a borrowers
indebtedness,
rating.
historical credit
of
among other
credit
things,
delinquencies
accounts,
levels
outstanding
credit
length
of
on
credit history,
of
types
and bankruptcy
experience.
higher
FICO Score indicates
a more favorable
Distribution by Property
Type
Percentage
Aggregate Unpaid
of as of
Principal Balance Distribution by Property Single Family
Number
of
Initial
Aggregate Unpaid
Principal
the
HELs
Information
Type
. .
Mortgage Loans
. . . .
. . . .
.
Balance
Cut- Off Date
. . . .
.
47,255 1,899 2,040
$ 4,366,203,016
224,846,136 148,383,641 6,159,275
92.01%
4.74 3.13 0.13
Townhouse
. .
. . . .
Condominium
Manufactured
Total:
.
. . . . .
Housing.
.
80
51,274
. . . .
. . . . .
$ 4,745,592,069
100.00%
B-
to
WMB
of
of
Return
WMIPC_500002117.00135
CONFIDENTIAL
Distribution by State
Percentage
Aggregate Unpaid
of as as of
as
Principal Balance
Number
by
Distribution Texas
. . . . .
.
of
Initial
Aggregate Unpaid
Principal
the
HELs
Information
State
Mortgage Loans
. . . .
Balance
Cut- Off Date
. . . .
26,568 13,657 4,462 2,291 1,077 643 709 413 309 268 222 655 51,274
$ 2,363,770,040
1,414,957,367 337,660,925 241,843,351 97,841,552 68,206,336 64,647,690 34,919,096 24,733,681 22,404,151 21,002,437 53,605,443 $4,745,592,069
49.81%
29.82 7.12 5.10 2.06 1.44 1.36 0.74 0.52 0.47 0.44 1.13
California . . . Florida. . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
.
New New
York. . .
. .
Washington Jersey
. . . .
. . . .
Oregon
. . . . . . .
. . . . . . . . . . . . . . . . . . . .
.
Georgia . Indiana Arizona

Illinois .
. . . . . . . .
.
. . . .
.
. . . .
.
Other.
Total:
. .
.
. . . . .
.
. . . .
.
. . . .
. . . . .
100.00%
Distribution by Current Loan- to- Value Ratio(
1)
Percentage
Aggregate Unpaid
Principal Balance Distribution by Current LTV Not available
. . . . . . .
Number
of
Initial
Aggregate Unpaid
Principal $
the
HELs
Information
Mortgage Loans
. . . . . . .
Balance
52,174
Cut- Off Date
1 1,014 3,847 5,445 7,166 8,012 8,819 8,628 7,812 527 3 51,274
is
a
fraction, the
0.00%
0.73 4.11 7.68 12.10 15.31 19.16 19.82 19.76 1.33 0.01
Less than 10.01% 10.01 20.01 30.01 40.01 50.01 60.01 70.01 80.01
-
34,739,587 194,963,617 364,644,064 574,136,418 726,331,695 909,022,834 940,732,136 937,707,065 62,930,884 331,595 $4,745,592,069
of
numerator which
20.00 30.00 40.00 50.00 60.00 70.00 80.00 90.00
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Greater than
Total:
.
90%
.
. . . .
. . . . .
100.00%
principal
1)
of
The current
loan
a
loan- to-
value
ratio
a mortgage loan
the outstanding
balance
of
is
the mortgage
of
at
of
and
the
denominator
which
the
collateral
value,
generally
a time
of
is
origination
the
related
mortgage
property, expressed
percentage.
B-
of
of
Return
WMIPC_500002117.00136
CONFIDENTIAL
APPENDIX
Portfolio
C
II*
Data
for
Asset Trust
Balance
Percentage
Aggregate Unpaid
Principal
of of of of of of
Balance as
of
Number
Balance $0
-
Initial
Aggregate Unpaid
Principal $
the Option
ARMs
Information
Mortgage Loans
.
Balance
123,192 157,789 361,405
Cut-Off Date
$ 49,999
. . .
3 3 4
1,488 1,174 1,753 1,424
0.00%
0.01 0.01 7.70 10.02 24.22 32.71
50,000 75,000 -
74,999 99,999
100,000 - 199,999 200,000 - 299,999 300,000 - 499,999 500,000 - 999,999 Greater than
223,284,977 290,599,488 702,358,119 948,539,605
$ 1,000,000
Total:
. . .
.
. .
450
6,299
734,452,636 $2,899,877,211
25.33
. . . .
100.00%
Distribution by Current Rate
Percentage
Aggregate Unpaid
Principal
Balance as
of
Number
Current Rate
Initial
Aggregate Unpaid
Principal $
the Option
ARMs
Information
Mortgage Loans
. . .
.
Balance
Cut-Off Date
6.00%
7.00 8.00 9.00
Total:
6.99%
7.99 8.99 9.99
.
550
5,204
309,256,833 2,346,978,333 240,955,264 2,686,781
10.66%
80.93 8.31 0.09
. . . . . . . . .
539 6
6,299
. . .
. . . .
$2,899,877,211
100.00%
Months
to
Maturity
Percentage
Aggregate Unpaid
Principal
Balance as
of
( Months)
Remaining
Number
Initial
Aggregate Unpaid
Principal $
the Option
ARMs
Information
Term 121 241 301

-
Mortgage Loans
.
Balance
404,525
Cut-Off Date
180 300 360
. . . . . . . . . . . .
2 306
5,235
0.01%
3.20 82.54 14.24
92,784,312 2,393,652,659 413,035,715 $2,899,877,211

off
Greater than 360.

Total:
. . .
.
756
6,299
of as is
. . . .
100.00%
Date).
in
All
information
this
Appendix
total
November
14,
2006 ( the
Option
ARMs
Information Cut-
Due
to
rounding,
the percentages
shown may not precisely
100.00%.
C-1
Return
WMIPC_500002117.00137
CONFIDENTIAL
of
Origination
Percentage
Aggregate Unpaid
Principal
of of of
made
Balance as
of
Number
of
Year Origination
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Initial
Aggregate Unpaid
Principal $
the Option
ARMs
Information
Mortgage Loans
.
.
Balance
Cut-Off Date
1997 2002 2003 2004 2005 2006
2001
.
319 119
1,691 1,140 2,666
95,801,148 51,542,000 586,143,229 524,452,411 1,417,106,417 224,832,005
3.30%
1.78 20.21 18.09 48.87 7.75
. . . . . . . . . . . . . . . . . . . . . . .
364
6,299
Total:
$2,899,877,211
100.00%
1)
Percentage
Aggregate Unpaid
Principal
Balance as
of
Number
FICO Score
Not Available
. . . . .
. .
Initial
Aggregate Unpaid
Principal $
the Option
ARMs
Information
Mortgage Loans
Balance
Cut-Off Date
49 34
16,821,913 31,692,537 77,036,788 338,386,488 847,714,103 1,208,966,733 379,258,649
0.58%
1.09 2.66 11.67 29.23 41.69 13.08
Less than 600
600 650 700 750 800
649 699 749 799 849

. . .
. . . . . . . . . . . . . . . . . . . . . . . .
159 677
1,744 2,665
971
6,299
Total:
$2,899,877,211
100.00%
in to
1)
FICO Score
means a
statistical
credit
score
obtained
by
WMB
is
and many other by models
mortgage developed
lenders
connection
with
a loan application
help assess
a borrowers
A FICO
consumer
history,
by
Score
generated
third party,
Fair,
Isaac
& Co.,
and
to
WMB
through
reporting agencies.
The FICO Score
is
based
on a borrowers
indebtedness,
rating.
historical credit
data,
of
among other
credit
things,
delinquencies
accounts,
levels
outstanding
credit
length
of
on
credit history,
of
types
and bankruptcy
experience.
higher
a more favorable
Type
Percentage
Aggregate Unpaid
Principal
of of
Balance as
of
Number
Property Single Family . Planned
Unit
.
.
Initial
Aggregate Unpaid
Principal
the Option
ARMs
Information
Type
. .
.
Mortgage Loans
.
.
Balance
Cut-Off Date
. . .
3,680
$1,806,277,215
62.29%
Development
999 820 452 308 26 14

6,299
514,763,074 285,741,163 148,946,132 129,237,006 9,584,673 5,327,949 $2,899,877,211
17.75 9.85 5.14 4.46 0.33 0.18
Condo
. . . .
. . . . .
.
3- 2-
Unit Multifamily
. . . . .
.
4 Unit Multifamily
. . . .
.
Co-Op
. . . . .
. .
Townhouse
Total:
. . .
.
. . . . . . . .
100.00%
C-2
of
Return
WMIPC_500002117.00138
CONFIDENTIAL
Percentage
Aggregate Unpaid
Principal
of of
of
the mortgage
Balance as
of
Number
State
California. Florida. . .
. . . . . . . . . . . .
.
Initial
Aggregate Unpaid
Principal
the Option
ARMs
Information
Mortgage Loans
.
Balance
Cut-Off Date
4,078
$2,217,392,437 100,939,760 92,417,088 62,673,994 47,107,708 38,462,342 36,188,063 31,082,627 30,797,409 25,891,739 216,924,043 $2,899,877,211
76.47%
3.48 3.19 2.16 1.62 1.33 1.25 1.07 1.06 0.89 7.48
340 176 278 140 109 90 139 119 53 777

6,299
New
York
Colorado
. .
. . . . . .
. .
Massachusetts
New
Jersey
.
. . . . . . . . . . . . . . . . . . . .
.
. . .
. . .
Virginia . .
Michigan
Illinois
. . .
Connecticut Other.
Total:
.
. . . .
.
. . . .
.
. . .
. . . .
100.00%
Distribution by Current Loan- to- Value Ratio(
1)
Percentage
Aggregate Unpaid
Principal
Balance as
of
Current
Number
Initial
Aggregate Unpaid
Principal $
the Option
ARMs
Information
Loan- to-Value Ratio 0.001% 10.001 20.001 30.001 40.001 50.001 60.001 70.001 80.001 90.001
Total:
-
Mortgage Loans
.
.
Balance
397,701
Cut-Off Date
10.000%
20.000 30.000 40.000 50.000 60.000 70.000 80.000 90.000 100.000
.
4 31 79 163 354 592

1,372 3,370
0.01%
0.36 0.82 2.12 4.83 10.19 23.52 53.97 4.14 0.03
10,488,177 23,859,784 61,548,579 140,142,608 295,423,876 682,081,633 1,565,064,304 120,131,629 738,919 $2,899,877,211
of is
a
fraction, the
330 4
6,299
of
a mortgage loan
. . .
. . . .
100.00%
is
the outstanding
principal
1)
The current
loan
a
to-
loan-
value
ratio
numerator
which
balance
of
at
of
of
of
as
and
is
the
denominator
which
the
collateral
value,
generally
a time
origination
the
related
mortgage
property, expressed
percentage.
C-3
of
Return
WMIPC_500002117.00139
CONFIDENTIAL
APPENDIX
Portfolio
D
II,
Data
for
Asset Trust
And Asset
Trust
Combined*
Balance Percentage
Aggregate Unpaid
of as as as of of
Principal
Balance
Number
Balance
of
Initial
Aggregate Unpaid
Principal $
the Combined
Information
Mortgage Loans
.
.
Balance
Cut- Off Date
-$
$0
49,999
-
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,476 12,572 9,986 16,263 3,040 2,309 1,477
427,005,687 789,416,784 867,205,859 2,216,751,010 724,675,576 905,371,584 980,590,143 734,452,636
5.59%
10.33 11.34 28.99 9.48 11.84 12.83 9.61
50,000 75,000 100,000 200,000 300,000 500,000
74,999 99,999 199,999 299,999 499,999 999,999
Greater than $1,000,000

Total:
.
450
57,573
. . . . .
$7,645,469,280
100.00%
Distribution by Current Rate
Percentage
Aggregate Unpaid
Principal
Balance
Number
Current Rate
of
Initial
Aggregate Unpaid
Principal $
the Combined
Information
Mortgage Loans
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
Balance
Cut- Off Date
4.00%
5.00 6.00 7.00 8.00 9.00
4.99%
5.99 6.99 7.99 8.99 9.99
. .
15
23,915 25,437 7,385
1,893,887 2,326,352,440 2,548,770,001 2,506,610,041 255,536,642 4,781,275 1,321,303 203,689
0.02%
30.43 33.34 32.79 3.34 0.06 0.02 0.00
761 35 21
4 57,573
10.00 - 10.99 11.00 - 11.99

Total:
.
$7,645,469,280
100.00%
Months
to
Maturity
Percentage
Aggregate Unpaid
Balance
to
Remaining Months
Maturity Less than 61.
. . .
Number
of
Initial
Aggregate Unpaid
Principal $
the Combined
Information
Mortgage Loans
.
Balance
Cut- Off Date
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
978
5,079 11,811 26,131
33,769,835 271,469,316 885,677,962 2,676,314,529 126,029,457 3,239,172,465 413,035,715
0.44%
3.55 11.58 35.01 1.65 42.37 5.40
61 121 181 241 301
120 180 240 300 360
610
12,208
Greater than 360

Total:
.
756
57,573
$7,645,469,280
100.00%
ARMs
the for
in
as
of
1,
information
this
Appendix
D
to
November
for
is
All
2006
the
HELs and November
14,
2006
the Option
Combined
off
Information Cut-
Date).
Due
rounding,
the percentages
shown may not precisely
total
100.00%.
D- 1
of
of
of
Return
WMIPC_500002117.00140
CONFIDENTIAL
of
Origination
Percentage
Aggregate Unpaid
of as as
data,
Principal
Balance
Number
of
Year Origination
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
of
Initial
Aggregate Unpaid
Principal $
the Combined
Information
Mortgage Loans
.
Balance
Cut- Off Date
1997
2003. 2004. 2005. 2006.
2002
.
5,749 26,169 15,897 9,325
638,015,016 2,907,046,423 1,912,934,930 1,957,560,378 229,912,534
8.35%
38.02 25.02 25.60 3.01
433
57,573
Total:
$7,645,469,280
100.00%
1)
Percentage
Aggregate Unpaid
Principal
of of of
to
and
Balance
Number
FICO Score
Not Available Less than 600 600- 649 650- 699 700- 749 750- 799 800- 849
Total:
. .
of
Initial
Aggregate Unpaid
Principal $
the Combined
Information
Mortgage Loans
.
Balance
Cut- Off Date
. . . .
161
1,055 1,814 5,898 11,882 22,259 14,504 57,573
27,200,615 118,220,043 226,849,188 823,833,276 1,829,896,703 3,072,806,733 1,546,662,722
0.36%
1.55 2.97 10.78 23.93 40.19 20.23
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$7,645,469,280
in
100.00%
lenders connection with
1)
FICO Score
means a
statistical
credit
score
obtained
by
WMB
is
and many other by models
mortgage developed
a loan application
help assess
a borrowers
A FICO
consumer
history,
by
Score
generated
third party,
Fair,
Isaac
& Co.,
made
to
through
reporting agencies.
The FICO Score
is
WMB
based
on a borrowers
indebtedness,
rating.
historical credit
of
among other
credit
things,
delinquencies
accounts,
levels
outstanding
credit
length
of
on
credit history,
of
types
and bankruptcy
experience.
higher
a more favorable
Type Percentage
Aggregate Unpaid
Principal
of as
Balance
Number
Property Single Family
of
Initial
Aggregate Unpaid
Principal Balance $6,172,480,231 434,124,804 230,174,085 514,763,074 148,946,132 129,237,006 6,159,275 9,584,673 $7,645,469,280
the Combined
Information
Type
. . . . . . . .
. .
Mortgage Loans
. . . . . . . . . .
. .
Cut- Off Date
50,935 2,860 1,913
80.73%
5.68 3.01 6.73 1.95 1.69 0.08 0.13
Condominium Townhouse
Planned
. .
. . . .
. . . . .
Unit
Development.
.
999 452 308 80 26

57,573
3- 2-
Unit Multifamily . . .
. . . . . . . . . . . . . . .
.
4 Unit Multifamily.
Manufactured Co-op
Total:
. .
. .
Housing
. . . .
. .
. . . .
.
. . .
. . . .
. . . .
. . . . .
100.00%
D- 2
of
Return
WMIPC_500002117.00141
CONFIDENTIAL
Percentage
Aggregate Unpaid
of as as of
the mortgage
Principal
Balance
Number
State
California
. . . . .
.
of
Initial
Aggregate Unpaid
Principal
the Combined
Information
Mortgage Loans
. .
. .
Balance
Cut- Off Date
17,735 26,625 4,802 2,467 1,167
$3,632,349,804 2,380,500,687 438,600,685 334,260,439 123,265,229 106,668,678 70,698,840 69,932,816 51,799,845 48,826,824 388,565,433 $7,645,469,280
1)
47.51%
31.14 5.74 4.37 1.61 1.40 0.92 0.91 0.68 0.64 5.08
Texas
. . . .
Florida
. . . . . . . . . . . . . . .
. . . .
New New
York
Washington Jersey
. . .
752 745 357 341 448

2,134 57,573
Oregon.
. . . . .
.
.
Colorado
Illinois.
. .
. . .
. . . .
Georgia Other
Total:
. .
. . . . .
.
. .
. .
. . . . .
100.00% Percentage
Distribution
by
Current Loan- to-Value Ratio(
Aggregate Unpaid
Principal Current Loan- to-Value Ratio Not Available Less than
-
Balance
Number
of
Initial
Aggregate Unpaid
Principal $
the Combined
Information
Mortgage Loans
.
Balance
52,174
Cut- Off Date
. . . . . . . .
1 1,018 3,878 5,524 7,329 8,366 9,411 10,000 11,182
0.00%
0.46 2.69 5.08 8.31 11.33 15.75 21.23 32.74 2.39 0.01
10.001%. 20.000 30.000 40.000 50.000 60.000 70.000 80.000 90.000

. .
35,137,288 205,451,793 388,503,848 635,684,998 866,474,303 1,204,446,710 1,622,813,770 2,502,771,369 183,062,513 1,070,514 $7,645,469,280
of
10.001 20.001 30.001 40.001 50.001 60.001 70.001 80.001
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
857
7 57,573
is
a mortgage loan
a
fraction, the
Above 90%.
Total:
.
100.00%
the outstanding
principal
1)
of
The current
loan
a
loan- to-
value
ratio
numerator
which
balance
of
at
of
of
of
is
and
the
denominator
which
the
collateral
value,
generally
a time
origination
the
related
mortgage
property, expressed
percentage.
D- 3
as
is
of
of
Return
WMIPC_500002117.00142
CONFIDENTIAL
APPENDIX
of
Index
Terms
3- 3(
7)
c)(
42 41 41 49 53 43 86 86 40 86 53 79 vii
Representations.
. . .
.
.
.
. . . . . . . . . . .
.
Company Company
Companys
.
.
.
.
.
.
Month
.
USD
.
LIBOR
.
.
.
.
.
.
Company Common
Preferred
Portfolio
Securities Securities
.
. . . . . .
.
. . . . . .
. . . . . . . . . . . .
.
4 1
ACLS.
. . . . .
. . . . . . .
.
. . .
.
Additional
Amounts .
.
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Comparable Treasury Issue . Comparable Treasury Price

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.
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.
.
.
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. .
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.
. .
.
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.
. .
.
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Credit Score.
to-
. .
. . .
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. . .
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debt-
income
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.
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Class Class
A Trust R
47 55 55 39 48
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Shares
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118
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Payment
Period
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Delaware
Trustee
.
56
Loan Documents
Pooling
.
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.
and Servicing
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Asset Trust Asset Trust Asset Trust Asset Trust Asset Trust Asset Trust Asset Trust Asset Trust Asset Trust Asset Trust Asset Trust Asset Trust
I
. .
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.
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Investments
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47 54 47
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Servicer
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.
Euroclear
. .
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.
. . . .
.
. . . .
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.
. . .
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.
.
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Euroclear Operator . . Euroclear Participants Euroclear
104 104 105
II II II II II II II II II
. .
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Trust Certificate
Certificate
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5 5
Terms and Conditions

Act
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Date
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Reserve
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and Servicing
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Score.
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Servicer Servicer Trustee

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Parties
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Fitch
to-
Asset Trusts
. . . .
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Rate Substitute
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.
53 70 96 iii 45 49 49
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back-
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end
to-
ratio
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.
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Event
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.
Plan Investor
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. . .
. .
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106 114
Business Combination. Business Day

.
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.
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. .
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.
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. .
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.
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CACS
. .
. .
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.
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Global
Security
.
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102 1 4
viii
Clearstream
. .
. .
.
HELs HELs
Information Cut-Off
.
Date
.
.
. .
.
. .
. . . . . . .
Clearstream International Clearstream Participants

.
104 104
. .
. .
. .
. . . . . .
. . . .
.
independent Independent Independent Index

.
.
.
. .
.
. .
. .
. .
51 iii
Code Code
Investment
Banker
.
. .
. .
.
. .
Ethics
Manager
.
Combined Information Cut-Off Date Commercial Capital.

.
.
.
. .
.
117
Indirect
DTC
Participants.
103
E-
57 44 82 44
of
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xi
FSMA GAAP
. .
97
97
16 64 64
II II II
11 68 xi 12 74 ix
2 2
67
57 66 66
vii iii
Servicer
ERISA.
42 40 vii
DTC DTC
70 78
7
v
74 98 37 49 49 72 33
2
I.
82 81 25
2
Return
WMIPC_500002117.00143
CONFIDENTIAL
Initial
Purchasers
. . .
. . . .
. .
. . . .
.
113
Replacement
Covenant
.
.
Covered Securities.
.
72 16
Investment Investment
Company Company
.
. .
iv
Act
S&P.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Act Event
.
82 106 115 79 91 79 79 2 38 38 44 57 22 16 16 58 58 77 110 75 2 57 5
SEC
. . .
. . . .
. . . .
.
.
. . . . . .
IRS
. .
. .
Section
c)(
. . . .
.
. . . . . . . .
.
Japan Securities and Exchange

. .
Law
.
.
.
.
Securities Act
. . . .
.
.
. .
.
. .
.
Securities Action. Selected Senior

Interest
117 57 13
Junior Securities .
.
.
Rates
H.
15)
.
.
LIBOR LIBOR
like
Business
Day.
. .
.
.
.
.
.
.
Equity
Securities
Determination
.
.
Date
.
. . . . .
. .
.
.
. . . . . . . . . . . . . . . . .
Series 2006Securities Series 2006Securities Series 2006Securities Series Series Series Series
I
A Company
.
Preferred
.
amount
Act
.
. . . . . .
. . . . . . . .
. . .
.
. . .
.
LLC
B Company
.
Preferred
.
LLC Agreement Manager

Margin. Marion.
. .
.
.
.
.
.
.
C
.
Company
.
Preferred
.
.
. . . .
.
. . . .
. .
. .
.
.
.
. . . . . .
.
WMI
Preferred Stock
. . . . .
.
. . . . . . . . . . .
.
101 101 101 2 115 96 33 33 82 109 10

x
Moodys Mortgage
Negative Negative
. .
. . . . .
. .
. .
.
J WMI Preferred Stock
Loans
K WMI
Preferred
Stock Stock
.
Amortization . Amortization
.
.
.
L WMI Preferred
.
.
Cap
. .
.
. . . .
.
SFA.
.
.
.
.
.
.
New New
Assets
. . . . . . . .
.
Successor
Entity
.
.
.
.
.
.
Reporting
.
. .
Rules
.
.
Supplementary Tangible
Capital
.
. . .
.
. . . . . .
.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nominee
Offering
.
. . . .
. . . .
Capital .
.
. .
. .
. . . .
.
. .
.
Tax Event.
Tax- Exempt Ten- Year
Thrift Total
One-Year MTA
Option Option
U. S.
Holder
.
.
. .
.
. .
C-
ARMs ARMs
.
.
. .
Date
Information
.
Cut-Off Date. .
.
.
1 2 1 2
Financial Capital .
.
Report.
.
. . .
.
. . . . . .
.
OTS
. .
. . . . . . . .
. . . . . .
. . . . . .
.
33 75 83
Outstanding
Parity
Company
Preferred Securities .
.
Transfer Treasury Trust

.
Agent
Rate.
.
Equity Securities Agent

.
. . .
.
.
.
. . . . . . . . . . . .
.
.
Paying Paying
. .
.
. .
. .
.
.
75 75 42 112 82 37
iii
. . .
.
. . . . . .
.
Agents
. . . . .
. .
. .
.
Trust Act Trust
37
Permitted Plan
.
Investments.
.
Agreement
.
. .
.
.
Trust Holder Trust Trust

I .
.
. . . . .
.
.
.
.
.
13 1 1
Primary Treasury Property Trustee .
Dealer
.
. . . . . .
.
. . .
.
.
.
. .
.
. .
.
Securities.
. . .
.
. . .
Qualified Institutional Buyer Qualified Purchaser Qualifying Interests Rating Rating Rating
.
. . .
. .
Trust Securities. .
U. U. S. S.
iii
.
.
Holder
. . .
. . . . .
.
.
.
106 73 109
i
. .
. . . . . .
. .
24 43 43 82 82 82 75 112 82 114 114 5

vii
Person
.
. . .
. . . .
. . . . . . . .
.
Agencies Agency Agency
UBTI
Condition . Event
.
.
. .
.
University
Street .
U. S.
. .
.
LIBOR
Parity
Telerate
Page 3750.
.
79 90 1 1 1 1 1 91 28 75
Reference Reference Registrar Regulation Regulatory Relevant Relevant

.
Treasury Treasury
.
.
Dealer Dealer
. .
. .
. . . . . . . . . .
Voting
Securities
. .
.
.
Quotations
.
.
.
.
.
.
.
.
. .
. . . .
.
. .
Capital Event
Implementation
Date
.
. . . .
.
Member
.
.
State
.
WaMu Cayman. . . . WaMu Cayman Securities WMB. . . . WMI . . . WMI Group . . . WMI Parity Stock . .
.
.
.
. .
.
. .
.
. .
.
.
. .
.
.
.
.
.
. .
.
REMIC
. .
. .
. .
.
WMIs Board
of
Directors.
.
. .
. .
Reminder Notice. Replacement
. . .
.
WTC
Capital
Covenant
10
E-
iv
iv
iv
iv vi ix
1 1 1
3(
7)
Return
WMIPC_500002117.00144
CONFIDENTIAL
or
No
dealer,
salesperson
other
person
or
authorized
to
give
any information
to
represent You
is
anything not contained
in
this offering circular. information
$ 500,000,000
must not
rely
any unauthorized
representations.
sell

offered
offer
only
the Trust Securities circumstances
hereby,
but
only
under
and
in
jurisdictions
in it is
do
to
to or
on
an
is
where
tained
lawful
so.
The
information current
con-
this offering
circular
only
its
date.

Trust
as
of
is
Fixed-to-Floating Rate Perpetual Automatically
representing Preferred
Page
. .
Stock
Washington
Mutual, Inc.
Special
Note Regarding
.
Forward-Looking
. .
.
Statements
Where You Can Find More Information .
Index
Terms
.
.
.
.
. . . .
Offering
Circular
.
Summary
.
.
.
.
.
Risk Factors.
Certain Information Concerning
WMB
.
.
Use
Proceeds.
.
.
.
.
. . . . . .
. .
.
. .
.
. . . . . .
The Trust
.
.
. . . . .
The Company.
.
.
.
.
.
.
. . .
. . .
. . .
68 57 47 38 37 36 32 18
of
II I.
xi ix ix
of
iii
Notice
to
Investors
WMI
Washington
Mutual
Certain Relationships Transactions Description Description Preferred Description Description Stock

.
and Related
.
.
Party
.
.
. .
. .
of of
the Trust Securities the Series 2006.
C Company
.
.
Securities
of of
Other
Company
L
.
.
the Series
.
WMI
. .
. .
of of
Description Description
the Depositary the Other

.
Shares
WMI
. .
.
Capital Stock
.
101 102
Joint
Book- Entry Issuance.
98 90
88 77
70 68
U. S.
Bookrunners
Certain
Federal
.
Income Tax
.
.
Considerations .
. . . . . .
. . . . . .
. . . . . .
106 112 113 113 117 117
Credit
Suisse
ERISA
Ratings Plan
Considerations
.
. .
Goldman, Sachs
of
& Co.
Distribution
of
Validity
Securities . Information
Lehman
Brothers Inc.
Additional
Appendix Funding Appendix Appendix Appendix
A:
Washington
Financials
Mutual Preferred
LLC
C-B-A-
1 1 1
Morgan Stanley
Co-Lead Managers
D: C:B:
Portfolio Portfolio Portfolio
Data Data Data
for
Asset Trust I Asset Trust
for for
II
Asset Trust I
Keefe, Bruyette
& Woods
and Asset Trust Appendix
Combined Terms.
.
E-D-
of II,
. .
. .
. .
1 1
E:
Index
UBS
Investment Bank
of
TABLE OF CONTENTS
Non- cumulative Trust Securities Exchangeable Specified Circumstances into Depositary Shares
II
in
Return
WMIPC_500002117.00145
CONFIDENTIAL
$500000000
WASHINGTON
MUTUAL PREFERRED
FixedtoFloating Rate Perpetual

in
NonCumulative
Trust Securities
Automatically Exchangeable
Specified
Circumstances into
of
Depositary Shares representing Preferred Stock
Washington
Mutual Inc
Purchase
Agreement
December
2006
Goldman Sachs
Co
of
in
As representatives
Purchasers named
the several Schedule

I
85 Broad Street
New York New

Ladies
York
10004
and Gentlemen
Mutual
Washington Washington
Bank
a Federal savings
association
Mutual Inc a Washington

Mutual as
its
corporation
WMI
LLC
Trust
WMB
has caused
and a subsidiary to be
limited liability
II
FUNDING
TRUST
of
established Washington
Preferred Funding
indirect
a Delaware
company the
Company
subsidiary The Company as grantor
has
II
established Washington `Trust
Mutual
Preferred Funding
a Delaware
II
statutory trust for

in
ll
for
purposes of the offering of securities by Trust

in
provided
this
Agreement
Street
At or before
indirect
the Time of Delivery subsidiary of

in
as
defined
Section
4b
University of all
Inc an
WMB
University
Street and the holder
the
common member
to contribute
interests
the
Company Company Common
Securities proposes
the
Option ARMs to Company and ii WMB proposes to convey a portfolio of Option ARMs to the Company exchange for 5000 of the Companys FixedtoFloating Rate Perpetual Noncumulative Preferred Securities Series 2006C liquidation preference $1000 per
a portfolio of payment option adjustable rate mortgages
security
and $500000000
Delivery subject
to
in
in
the aggregate
the Company Preferred Securities At the

stated
Time
of
herein
II
Trust
proceeds
of
the Offered
Securities to
purchase
from
WMB
ii
Noncumulative
$500000000
stated
proposes to
issue and
sell
to
the Purchasers
named
in
Schedule
amount
of its
FixedtoFloating Rate Perpetual
Offered Securities the Offered Securities and
apply the
like
amount
of
Company
and
WMI WMB
securities
and the Company propose

clause
to
cause the issuances
and sales of
referred to
in
to
occur
NY125302684615
Return
WMIPC_500002123.00001
CONFIDENTIAL
Under the circumstances described

Circular
in
as
defined a
Section
Aa
the Preliminary Offering Circular and Offering the Offered

Securities will
in
be exchanged
Noncumulative
automatically for
like
amount
of
newlyissued
in
depositary shares Depositary

of
Shares
each representing a 11000th
interest
one share
WMIs
Series L Perpetual Preferred

in
FixedtoFloating Rate Preferred Stock
the
WMI
Stock
Depositary
1
Af
Receiptsissued
evidence
pursuant to the Deposit
Agreement defined
Section
will
the Depositary Shares
The Offered Securities

Receipts
herein
together with the
the
Depositary Shares and the
Company Preferred Securities the WMI Preferred Stock are together

II
Depositary
referred to
as the
SecuritiesWMI
WMB
Trust
and
WaMu Cayman
are together referred
to herein
as the
IssuerSellers and
individually
as an IssuerSeller
as
defined
Section
Aa
jointly
not
otherwise defined
but that
are defined
in
in
Terms used herein and

in
the
Pricing
Circular
have the meanings specified
the Pricing
Circular
Representations and Warranties
A
each
apply
of
WMI and
WMB
and severally
Trust
represent and warrant to and agree with
the Purchasers as follows except

it II
that
WMBs
representations and warranties
only to matters relating to
and the
Company 5
2006 the Preliminary Offering 6 2006 the Offering
preliminary offering circular
dated
December
Circular and an
Securities
offering circular
dated
December
connection with the offering of the Offered Circular have been prepared and the Depositary Shares issuable upon a Conditional Exchange
Offering
The Preliminary
prior to to
Circular as amended
in
in
and supplemented immediately

1
the Applicable Time Pricing Circular
as
defined
Section
to
Ab
9
is
hereinafter referred
as the
Any reference
the Preliminary Offering Circular

to refer to
Pricing
Circular or Offering Circular shall
be deemed
filed
and
include
i WMIs
10 2006
Form
filed
Annual Report
on Form
10KA
on August
2006
relating to
filed
the
year ended
December 31 2005 Quarterly Report on Form

the quarter ended
filed
10QA
August
relating to
10Q
August
March 31 2006 Quarterly Reports on 2006 relating to the quarter ended June 30 2006 and
the quarter ended on January
November
2006
relating to
September 30 2006 and
Current Reports February
on Form
8K
filed
18 2006
7 2006
February
21 2006
February
January 23 2006 27 2006 March 9 2006 April

including Exhibit
10 2006
other than
the information furnished under Item 701

April
991
April
18 2006
24
2006 other than June 28 2006

in
the
information
furnished under August
Item 701
including
Exhibit
991
July
19 2006
filed
24 2006
with
September 18 2006 and October 18 2006

United States
Securities
each case
by
WMI
the
and Exchange
or
Commission the Commission

of
pursuant to Section
13a 13c
WMBs
15d
the United
States
Securities or prior to
filed
Exchange
of
Act of 1934
as amended the Exchange Annual Report on
Act
on
the date
such circular
relating
and ii
to
Form
10KA
on August
15 2006
Form
the year ended
December
relating to
31 2005
Quarterly Report
on
2NY
Quarterly Reports on
10QA
filed
August
15 2006
the quarter ended
March 31 2006
the quarter quarter ended
Form
10Q
filed
August
ended June 30 2006 and
filed
November
14 2006 relating to 14 2006 relating to the
125302684615
Return
WMIPC_500002123.00002
CONFIDENTIAL
September 30 2006 and Current Reports on Form 2006 March 6 2006 March 7 2006 April 10 2006 June26
States
8K
filed
on February
27
April
24 2006
2006 and August

Office of Thrift
14 2006
each case
filed
by
WMB
in
with
the United
or
Supervision the
OTS
pursuant to Section
13a 13c
15d
of
the Exchange
Act or regulations of the
OTS
substantially similar thereto to
on or prior to the date of such circular

Offering
and any reference date

shall
the
Preliminary
Circular Pricing
or
Circular or Offering
Circular as the case
may be
to or
as
amended
supplemented
filed
as of any specified
be deemed
include
any documents
with
the Commission in the case of
WMI
of
the
OTS
in Act
the case of
WMB
of
pursuant to Section
13a 13c
or
15d
the
Exchange
of
or regulations
the
OTS
substantially similarthereto after
the date
such
Preliminary Offering Circular or prior to
the Offering Circular as the case
such specified Section
date and ii
any
Additional prior to
all
IssuerSeller
may be and Information as
defined
5f
in
furnished by Securities
in
WMI
and
the completion of the

filed
distribution of
the Offered
documents
under the Exchange
Act and so deemed to be included

Circular or Offering
the Preliminary Offering Circular Pricing
Circular as the case
may be
or
any amendment
or
supplement thereto are hereinafter called the
Exchange
filed
Act Reports
The
or
Exchange
Act Reports when
they were or are

or will
with
the Commission
the
OTS
as applicable
conform
in
conformed
all
material
respects to the
rules
applicable
requirements of the Exchange the Commission and the
Act and the applicable thereunder

in
and
regulations of respective or
OTS
effect with
as
of their
dates of filing
and no such documents were
filed
the Commission
of business applicable on the business day immediately prior to the date of this Agreement and prior to
the
OTS
since the Commissions or
OTSs as
close
the execution
Additionally
of this
Agreement
to
except
as set forth on Schedule
11a
Thrift Financial
any reference
the Preliminary Offering Circular Pricing Circular or

to refer to
Offering Circular shall
be deemed
and
include
WMBs
in
Reports
incorporated
therein
by reference
and
referred to
the Preliminary Find
Offering Circular
and
Offering Circular Thrift

in
under the caption
Where You Can

with
More Information The

conformed
of
or will with
Financial
all
Reports when
respects
to
filed
the
OTS
conform
material
the applicable requirements
the
OTS
respect
thereto
Circular or Offering Circular
The Preliminary Offering Circular Pricing and any amendments or supplements thereto and
not
the Exchange contain
Act Reports
did
and
will
not as
or
of their
respective
dates
an untrue
in
statement of a material fact
omit to state
in
a material fact
of
necessary
order to make the statements therein under which they were
the
light
the
circumstances
that this representation
in
writing to
a Purchaser through
Goldman
Sachs
Co
expressly for use
therein
of
For the purposes
this
Agreement Agreement
III
the the
Applicable
Pricing
time on the date

Disclosure
of this
in
Circular
as supplemented by the Pricing
information set forth
Schedule
taken
together collectively the
3NY
statement of a material fact
or to
Package
as of the Applicable Time did not include omit to state any material fact
in
is
Time
1230
pm Eastern
any untrue
in
necessary
order
make the statements therein
the
light
of
the circumstances
under which
125302684615
in
omissions
made WMI by
however and warranty shall not apply to any statements or reliance upon and conformity with information furnished
not
made
misleading
provided
in
Return
WMIPC_500002123.00003
CONFIDENTIAL
they were
made as
not
misleading
in
and each IssuerSeller
Supplemental Disclosure
Document
with
defined
Section
in
6ai
listed
on Schedule
11b does
not conflict
the information contained
the Pricing
Circular or
the Offering Circular and
each such IssuerSeller
Supplemental Disclosure Disclosure
Document as supplemented Package as

of
by and taken together with the Pricing
the Applicable
Time
did
not include
any untrue
in
statement of a material fact or omit to state any

in
material fact
necessary
order to make the statements therein
the
light
of
the
circumstances under which they were

that this
made
not
misleading
provided
however
representation and warranty shall not apply to statements or omissions
an IssuerSeller
with
Supplemental Disclosure furnished

in
in
made
in
in
Document
reliance
upon
and
conformity
information
writing to
WMI
by a Purchaser
through
Goldman Sachs
Co
expressly for use therein
has been duly incorporated

with
its
and
is
WMI
its
an existing corporation under the laws

authority
of
the State of Washington

properties
is
power and
corporate
in
and other to own Circular and

in
and conduct
business as described
the Pricing
in
WMI
all its
duly qualified to do business as a foreign corporation

in
good standing
other
jurisdictions
which
its
ownership or lease of property or the conduct except

for
of
business requires such qualification

in
such failures to qualify that

effect
would
not individually or
financial or
the aggregate
on the
condition
other business
as a whole
or
properties or results of
operations of
WMI
and
its
subsidiaries
taken
the consummation of any of the Circular this Agreement or any of the Section
1
transactions contemplated other Transaction
by the Pricing
Agreements as defined
Af
and
in
Material
Adverse Effect
Capital Inc has been duly incorporated
is
New American
in
a validly existing
corporation together together savings
good standing
under the laws of the State of Delaware
and
W MB
and
with
New
American Capital Inc each a Significant Subsidiaries

is in
Subsidiary
the
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has been duly organized as a federal under the laws of the United and authority corporate
in
association and
good standing
States
to
Each own
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in
its
the Pricing
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and each
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in
duly qualified to do business as a foreign other jurisdictions

in
corporation
good standing
all
which
its
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lease of property or the conduct
of its
business requires such qualification

in
except for such failures to qualify that would have a Material

in
not individually or
the aggregate as set forth
Adverse
all
Effect
of
WMI
has an authorized
capitalization capital
the Pricing
Circular
the issued and outstanding
stock of each
Significant
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and
validly
issued
and
is
fully
paid and nonassessable
and the
capital
stock of each
free
Significant
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owned by
WMI
directly or
through subsidiaries
from liens encumbrances Rule
has no significant
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in
and defects
WMI
102w
of
the Commissions Regulation
SX
other than the Significant
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WMI
has been duly registered as a savings

provisions of
in
and loan
holding
company under the

each of
its
4NY
applicable
the
Home Owners Loan Act WMI and

in
all
subsidiaries
are
compliance
material
respects
with all
applicable
laws
administered by and regulations of the Federal
Deposit
Insurance
Corporation
125302684615
is
Return
WMIPC_500002123.00004
CONFIDENTIAL
FDIC
Bank
in
the
OTS and any
other federal or state bank regulatory authority the

with jurisdiction
Regulatory Authorities other than where
over
WMB
or
any
of its
subsidiaries
such failures to comply would Adverse Effect
not individually or
of its
the aggregate
is
have a
Material
and
subsidiaries
a party to any written agreement or
neither WMI nor any memorandum of or similar of
understanding with or a party to any commitment

or
letter
undertaking
to
subject
to
any order from
is
or directive
by
is
or
a recipient
an extraordinary the request of

of its policies or its
supervisory
letter
or
has adopted
any board
resolutions at
any Bank Regulatory Authority which business or any manner relates to

in
restricts materially
its
the conduct
its
capital
adequacy
credit
management
Authority that
nor have
is it
any of them been advised
by any Bank Regulatory

is
contemplating issuing or requesting or requesting
or
considering the
appropriateness
of issuing
any such order decree
memorandum
letter
of
understanding
or
extraordinary supervisory letter
agreement commitment
or similar submission
any such board resolutions

to
Delivery
timetotime
among WMI
Mellon
Investor
Each
of
the Deposit
Agreement
be entered
Services
into at or
before the Time of
LLC
as depositary the
`Depositary
of
the registrar appointed
thereunder and the holders from together the Deposit

into at or
the applicable
Depositary Receipts
Agreement
and ii
the Exchange
Agreement
II
to
be entered
before the Time of
Delivery
among
WMI
Trust
and Mellon
Investor with
Services
LLC
as Depositary the
the Exchange Agreement and together
the Deposit
Agreement
WM1
the Trust
Transaction
Agreements the WMI Transaction

in
Agreements
Section
1
Company
II
Transaction
in
Transaction
in
Section
Ca
Ba
the
to
together with
and the
`Transaction
Agreements each
been duly executed
description
substantially
the form previously provided

at
in
you
to
has
will
been duly authorized by WMI and has been or and delivered

in
will
the Time of Delivery

all
have
conform
material
respects
Offering
the
thereof
the Pricing
Disclosure Package
will
and the
valid
Circular binding
and
constitutes
or
at

in
constitute with its
and
legally to
obligations of
WMI
enforceable
accordance
terms subject
creditors
bankruptcy
similar
insolvency
fraudulent
transfer reorganization
moratorium and
rights
laws of general applicability relating to or affecting

equity principles
and
to
general
Agreement dated as of 2006 the University Street Asset Transfer Agreement between University Street and the Company and the Second Amended and Restated
of
Each
the Master Loan Contribution and Purchase
March
Limited
Liability
Company Agreement
into at or
of
Washington
Mutual
Preferred Funding
University
LLC
to
be entered
before the Time of Delivery
among
and the Securityholders thereunder from time to time the Company LLC Agreement has been duly authorized by University Street and has been or at the Time of Delivery will have been duly executed and delivered
Street by University Street and constitutes
valid
WMB
II
Trust
or
at
will
constitute
in
and
legally with
binding
its
obligations of University Street subject to
enforceable
5NY
reorganization
affecting creditors rights
accordance
terms
bankruptcy
insolvency
fraudulent transfer
moratorium and similar laws of general
applicability relating to or
and
to
general
equity principles
Each
of
the Master
125302684615
Return
WMIPC_500002123.00005
CONFIDENTIAL
Loan
Contribution
and Purchase
Agreement
dated
as of March
2007 the
and the
in
WMB
Section Section
of
Asset Transfer Agreement the
and
together with the University Street Asset
Transfer Agreement
Asset Transfer Agreements

I
between
W MB
at
will
Company
1Ba 1Ba
will
Administrative
Services by
Agreement as defined and has been or

conforms or
has been duly authorized
W MB
the Time conform
Delivery
have been duly executed

I
and delivered
II
in the case of the Asset Trust respects

to
PSA
in
and Asset Trust the Pricing

at
PSA
in
all
material
the description
thereof
Disclosure Package
will
and the
valid
Offering Circular and constitutes
or
the Time of Delivery enforceable

in
constitute with
its
and
legally to
binding
obligations
of
WMB
accordance
in
and the
II
the Asset Trust
PSA and
Asset Trust
PSA each
as defined
terms
subject
bankruptcy
of
insolvency
fraudulent
moratorium
rights
and and
similar laws to
general applicability relating to or affecting
creditors
general
equity principles
The WMI be
of
Preferred
Stock
has been duly authorized and reserved
for
issuance Event
in
will
and when issued and

validly
delivered
upon the occurrence and
of
will
an Exchange
not
issued
fully
be issued
violation
the preemptive
or
other similar rights of any securityholder of

in
all
WMI
the capital
in in
stock of
Pricing
WMI
conforms
material
respects
to
the description thereof
the
Disclosure
Package
and the
in
Offering
Circular upon issuance
by the
Depositary of Depositary Receipts deposit of
evidencing respect
Depositary Shares against the

in
WMI
Preferred Stock
thereof
accordance
with
the
provisions of
the Depositary Agreement

in
such Depositary Receipts
will
be duly
and
validly
issued and the persons be entitled

to
whose names the Depositary Receipts are

therein
registered will
the rights specified
and
in
the Deposit
Agreement
No consent approval authorization

is
or
order of or
for
filing
with any governmental
agency
or
body
or
any
court
required
the consummation of the transactions
contemplated connection
will
by this Agreement or the other Transaction the issuance

or
Agreements
except
or
with
and
sale
of
any
of
the Securities
i
as
such as
have
been obtained
made
prior to
and ii
may
be
required
under state securities or blue
sky laws
of this
The execution
Transaction compliance
of
violation
delivery
and performance
Agreements
with
and the issuance
and
sale
Agreement and the other of the Securities and

will
the terms and provisions thereof

of
not result
in
a breach
or
any
the terms and provisions of or constitute
a default
under
or
any statute
or
or
any rule
regulation
or
order of any governmental agency

jurisdiction
body
any court domestic or foreign
having
over
WMI
or or
any
Significant to
Subsidiary or any of their properties

is
or
ii
any agreement
the properties of
instrument
or
which
WMI
any
Significant
Subsidiary
or to
a party or by which
of
WMI
any any
is
Significant Significant that iii
Subsidiary Subsidiary
bound
in
which
for
any
WMI
or
is
subject
except
such breaches
violations or defaults
would
not individually or
the aggregate
or
have a
Material
Adverse
Effect
or
full
6NY
power and
authority
the charter or bylaws of
WMI
any
Significant to
Subsidiary
and WMI has

sell
corporate
and other
authorize
issue and
the
125302684615
Return
WMIPC_500002123.00006
CONFIDENTIAL
Depositary Shares and the
WMI
Preferred Stock as contemplated
by this
Agreement
k
I
WMB
This Agreement
executed
and
delivered
by
WMI
and
in
Except
as disclosed
in
the
Pricing
Circular
and except
to all
for
such failures that would

Effect
not individually or
subsidiaries properties
the aggregate have a Material Adverse

title
WMI and
all
its
have good and marketable by
real properties
and
other
them
would by
in
and assets owned be made
each case free from liens the value thereof or interfere with except as disclosed
in
encumbrances and defects

the use
that
affect
made
or to
thereof for
them and
the
in
all
Pricing
Circular
and except
such failures that would
not individually or subsidiaries
the
aggregate have a Material Adverse Effect leased

real or
WMI and made
its
hold
personal property under valid and enforceable

interfere with
leases with no
exceptions that would
the use
or to
be made thereof by them

authorities or
WMI
and
its
subsidiaries
possess adequate
certificates or
permits the
issued by appropriate governmental agencies business
bodies
necessary to conduct so possess would Effect
now
any
operated
in
by
them
except
where
the failure to
not individually or received
the aggregate have a Material

of
Adverse
and have
not
notice
proceedings relating
to
the revocation
or modification of
any such any

of its
certificate
authority or
permit that
determined adversely to the aggregate
subsidiaries
would
in
if
WMI
or
individually or
have a Material
Adverse Effect
Except
as disclosed
in
the Pricing
Circular there are no pending
actions
suits or
proceedings against or affecting

II
I
WMI
of
any
of its
subsidiaries
the
Company
that
if
Trust
Trust
or
WaMu Cayman
or
any
their respective
properties
determined adversely to
II
WMI
or
any
of its
subsidiaries
in
the
Company
ability
Trust I
Material
Trust
or
WaMu Cayman
or
would
individually or
the aggregate
affect
have a
of
Adverse Effect
would
materially
its
and adversely
in
the
any
or this
IssuerSeller to perform
obligations
under any Transaction the context

of
Agreement
Agreement
Securities
or that
are otherwise material

suits or
the sale of the Offered
and no such actions

in
proceedings
are
to
WMIs
knowledge
Trust I
threatened in writing
II
the case of any entity other than the
Company
Trust
or
WaMu Cayman
statements of
or
to
WMIs
knowledge
contemplated
The
financial
WMI and
or
WMB
including
the related
in
notes and
supporting schedules
Circular their of
included
incorporated
of
by reference
or
the Pricing
present
fairly
the financial position

subsidiaries
WMI
WMB
as applicable
and
respective
consolidated
as of the dates shown
and
their results
operations and cash flows for the periods

in
shown and
except
as otherwise
disclosed
in
the Pricing
Circular such financial
statements have
principles
been prepared
in
conformity with the generally accepted
accounting
the
United
States applied on a consistent basis
7NY
p
Except as disclosed
in
the Pricing
Circular since the date of the latest financial by reference

in
statements included
or
incorporated
the Pricing
Circular there
125302684615
Return
WMIPC_500002123.00007
CONFIDENTIAL
has been no material adverse prospective business a whole

material
change change
in
nor any development or event involving

in
adverse
the condition
financial
its
or
other
taken as
properties or results of
operations of
or
WMI and
declared
subsidiaries
and
except
as disclosed
contemplated by
Pricing
Circular there
has been no dividend
or distribution of
any
kind
paid or
made
by
WMI
on any class
of its
capital
stock
is
WMI
not
and
after giving
effect
to
the offering and sale of the Securities and as described

in
the application
of
the proceeds
in
thereof
the Pricing States
Circular
will
not be an investment
company
as defined
the United
Investment
Company
Act of 1940 as amended
the Investment
Company
its
Act
operations
WMI
on a consolidated basis has insurance covering

in
properties
in
personnel and businesses
which
insurance
against such losses and risks as are prudent and customary

is
is
such amounts and insures the business

in
which
WMI
engaged WMI
has not received
notice
from any insurer or agent of
such insurer that capital necessary to be
improvements or other expenditures are required or

in
made
order to continue
such
insurance
None
of
the proceeds
for
of
the sale of the Securities which would

violate
will
be used directly or
indirectly
any purpose
Regulation
of
the Federal
Reserve
Board
the date hereof designed
to to or
Prior to
neither
WMI
nor any of
or
its
affiliates
has taken
any
action
which
which has constituted

in
which
could
reasonably be
is
expected
cause
in
or result
stabilization with
or manipulation of the price of any Securities
security of
WMI
connection
the offering of the Offered
The statements
the captions
set forth
the Pricing
Circular
and the
Offering Circular of
in
under
Description
of

of
Description
the
Company
of
Preferred Securities Description the
Other
of
Company
insofar
Securities Description
WMI
Preferred
of
Stock
Description
the Depositary Shares and as they purport to constitute Certain
Description
the Other
WMI
Capital
Stock
and ii
a summary of the terms of Securities Federal Income
under the captions
US
insofar
Tax Considerations
complete and
ERISA
in
all
and Plan
of
Distribution
as they purport to describe therein are accurate
the provisions of the laws

fair
and documents
respects
referred to
material
When
of
the Offered Securities are issued
and
of
delivered
pursuant to this
class
Agreement
Rule
none
of
the Securities
will
be
the
same
within the meaning
144A under the United States

as securities which are
listed
Securities national
Act of 1933 as
securities
amended the
registered
Act
on a
in
under Section quotation
6 of the Exchange
Act or quoted
US
exchange
automated
interdealer
system
to
is
WMI
with
subject
Section
13 or
15d
of
the Exchange
Act and
WMB
files
reports
the
OTS
pursuant to regulations of the
OTS
substantially similar thereto
8NY125302684615
Return
WMIPC_500002123.00008
CONFIDENTIAL
II
Neither behalf
WMI
or
WMB
the
Company
or Trust
nor any person by means

of
acting
on
its
or their
has offered
or sold
the Offered
Securities
any general
under the
solicitation
general advertising within
the meaning of Rule
502c
Act
Within the preceding

behalf of of
six
months
or sold
neither to
WMI
nor any other person

or
acting
on
WMI
has offered
any person any Securities

Securities
any
securities
the same or a similar class as any of the

or sold to
other than take
Securities
offered
the Purchasers hereunder
WMI
in
will
reasonable
in
precautions
designed to insure that any offer or sale direct or indirect

or to
the
United States
Securities or
any
US
person
as
defined
Rule 902 under the Act of any
any substantially similar security issued by WMI or any affiliate within six months subsequent to the date on which the distribution of the Offered Securities has been completed as notified to WMI by Goldman Sachs
Co
and
made
affect
under restrictions and other circumstances
reasonably designed
in
not to to
the status of the offer and sale of the Securities persons contemplated
the United
States
US
by this Agreement as transactions exempt from the
registration provisions of
the Securities Act
z
aa
At the Time of Delivery the representations and warranties of University Street the University Street Asset Transfer Agreement and of Transfer Agreement
true correct
in
in
The representations and warranties Section are true and correct
of
the
Company
Section
1B
in
and Trust
1C
WMB
the
II
WMB
in
Asset
the Asset Trust

material
PSA and
the Asset Trust
PSA
will
be
and
all
respects
in is
bb
WMI
maintains
effective
internal control
over financial
reporting
as defined
Rule 13a15
under the
to
Exchange
with
Act and ii
a system of internal accounting
controls sufficient
in
provide
reasonable assurance that the managements general
transactions
are
executed
accordance
authorizations
of financial principles
in
B
to
or specific
transactions are recorded

in
as necessary to permit preparation
statements
conformity with generally accepted
and
maintain asset accountability

with
accounting
is
access to assets
permitted
only
accordance
managements general
for
or specific with
authorization
and
the recorded
accountability
assets
is
compared
is
the existing assets at

to
reasonable differences
intervals
and appropriate
action
taken
with
respect
any
cc
Based on aware
of
its
evaluation
of its
internal controls
over financial
reporting
in
WMI
or
not
any
significant deficiency
or material
weakness
the design
operation
of internal control
over financial reporting which are reasonably

to
likely
to
adversely affect information

or other financial
WMIs
ability
record process
summarize and
report financial
or ii any fraud whether or not material that involves management WMIs internal control over employees who have a significant role
reporting
9NY
125302684615
in
in
is
Return
WMIPC_500002123.00009
CONFIDENTIAL
B
a
The Company represents and warrants to and agrees with each
of
the
Purchasers that
The Company has been duly created and

in
is
validly existing
as a limited
liability
good standing under the laws of the State of Delaware and at the company Time of Delivery will have the power and authority limited liability company and
other to
Circular
own
and
ii
in
its
property and conduct
its
its
the Pricing
to
execute the
and
deliver
and perform
iii
obligations
under
this
Agreement Agreement
Company LLC Agreement

as of March
the Pooling
Trust
and Servicing
dated
2006 the Asset Bank

Delaware
PSA
Company
National
WMB
as servicer
Deutsche
Trust
National
Trust
among the Company Delaware

Bank
as Delaware
trustee
the Àsset
Trustee and Deutsche

the
Trust
Company
as trustee the Àsset Trust

I
together with the Asset Trust
Delaware
Trustee
PSA Trustee and Àsset Trust PSA

I I
Trustees iv the Pooling and Servicing Agreement to be entered into at or as servicer Deutsche prior to the Time of Delivery among the Company WMB Bank Trust Company Delaware as Delaware
Delaware
Trustee and Deutsche
Bank
National
Trust
Company
as trustee the the

to
II
Àsset Trust
II
Trust
PSA Trusteeand
in
together with the Delaware
II
trustee
the Àsset
Trust
Trustee
Àsset
PSA Trustees
substantially
will
the form previously provided

II
you the
Circular
II
Àsset Trust
PSA
which
establish
Asset Trust
described
in
the Offering
the Administrative Services Services
the
Àdministrative
Agreement dated as of March Agreement between the Company and

in
2006
WMB
and vi the Asset Transfer Agreements the documents referred to and vi together the Other Company Transaction clauses iii iv
Agreements and together Agreement

the
with this
Agreement and the Company LLC
Company
Transaction
Agreements
conduct
The Company has conducted

transactions contemplated
or
and
will
no business other than the

the
permitted by this Agreement
Company LLC
in
Agreement and the Other Company Transaction

is
the Pricing
party to or
Circular the
Company
the
not and at
or
Agreements and described the Time of Delivery will not be a
bound by any agreement Agreements
instrument other than the has no

liabilities
Company
other than
Transaction
Company
the Pricing
suit or suit or
or obligations
those arising out of the transactions contemplated
Agreements and described

party to or of its
Circular
Company Transaction and the Company not a

by the
of
in
subject to any action
proceeding proceeding
any nature and
is
to
the best
knowledge
or its
no such action
property
is
threatened against the
Company
At the Time of Delivery the authorized

will
Company
delivered
Preferred Securities will
have been duly
and when
in
issued
have been duly and

interests
validly
and paid for pursuant to this Agreement issued and will be fully paid and nonassessable
entitled to
member
the
Company
the benefits
will
of
the
Company LLC
in
all
Agreement
respects
to
and the Company
conform
material
in
the Pricing
Circular
non10NY
d
At the Time of Delivery the
will
Company Common
validly
Securities
will
have been duly

paid and
authorized
have been duly and
issued and
will
be
fully
125302684615
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member interests Company LLC Agreement and

assessable
University material
in
the
will
Company
be owned
in
entitled of
to
the benefits of the

beneficially
record
and
by
all
Street respects
and the Company Common

to
Securities will
conform
the Pricing
Circular
At the Time of Delivery the Asset Trust

Certificate
I
Company
11
will
have good and marketable

II
in
title
to
the
Class
Trust Certificate Class
the Asset Trust
Class
Trust
the Asset Trust

in
Trust Certificate and the other property by the
described
the Pricing
Circular
title
as owned
Company
Asset Trust
will
have good and marketable
to
the HELs and the other property described

II
will
the Pricing Circular as owned
by Asset Trust I and Asset Trust
have good
in
and marketable
Pricing Circular
title
to
the Option
ARMs and
II
the other property described

in
the
as owned
by Asset Trust Transaction would

not
subject
each case only to the

limitations
limitations of transfer or
the
Company
in
title
Documents have a
and such other
defects
that
Material
Adverse Effect
At the Time of Delivery each
Other Company Transaction Agreement will have been duly authorized executed and delivered by the Company and will constitute a valid and legally binding instrument of the Company enforceable accordance
in
its
with
terms subject
as to enforcement
to
bankruptcy
insolvency
fraudulent
relating to or affecting
moratorium and similar laws of general applicability

rights
will
creditors
and
to
general
in
all
equity principles material
and the
to
Company
Transaction
in
Agreements
the Pricing
conform
respects
the
descriptions thereof
Circular
g h
This Agreement has been duly authorized
executed
and
delivered
by the
Company
by the Company of the Company Preferred Securities and of the 2006A Company Preferred Securities and Series 2006B Company Preferred Securities each as defined the Pricing Circular and the Company Asset Trust Common Securities the ownership by the Company of interests Series
in
in
The issuance
II
as described
in
and Asset Trust

Subsidiaries pooling
the
Pricing
I
Circular
and subsequent Asset

II
pursuant to the Asset Trust
PSA
into
the Asset Trust

at future
PSA
or similar
and servicing
agreements entered
of
dates
and the execution
and delivery by the performance by

violation
Company
with
the
Company
Transaction
Agreements and the

will
it
of its
obligations
not
result of
in
thereunder have not and

regulation or
any
of
of or conflict
any law order rule
decree
any court
governmental
its
properties
agency or authority having jurisdiction over the Company or any and no consent authorization or order of or filing or registration
is
or
with any court or governmental agency

of or
was
required or
for
the issue and sale

delivery
the
Company
Preferred Securities by the
Company
the execution
performance by the
Company
or
Transaction
transactions or
Agreements
contemplated
or will
Agreement or any of the Other Company the consummation by the Company of the
of this
hereby and thereby

or
except
such as have been
made
obtained
be
made
obtained
prior to state
the Time of Delivery and except

securities or
such as
may
be required under applicable
blue sky laws
NY 125302684615
in
on
Return
WMIPC_500002123.00011
CONFIDENTIAL
Neither the
to of
Company
is
nor Asset Trust
or
the offering and sale of the the proceeds

I
Company
in
Preferred Securities and the application the

Pricing
II
Asset Trust
and
after giving
effect
thereof or
as described
II
will
Circular neither the
Company
the
nor Asset Trust controlled Investment
Asset Trust
by an investment
be company
an investment
company
or
in
an entity
as such terms are defined
Company Act
C
a
II
Trust
represents and warrants to and agrees with each of the Purchasers that has been duly created
in
II
Trust
is
and
validly existing
as a statutory trust
good
will its
standing
and at the Time of Delivery
have the power
and
authority trust
in
and other
Circular
to
own
to
its
business as described perform defined

its
the Pricing
and
execute
and
deliver
and
obligations
Section
the Agency Agreement to be entered into at or before the Agreement and Time of Delivery between Trust and Wilmington Trust Company as paying
in
Cb
and
under
this
Agreement
ii
the Trust Agreement
as
iii
the
Company LLC Agreement iv
in
the Exchange
II
11
agent and
this
transfer
v
II
agent
registrar
the documents
Transaction
referred
to
clauses iii
iv
with
together
the Other Trust the

11
Agreements and together
Agreement
`Trust
Transaction
Agreements
no business other than the transactions
Trust
has conducted
this
and
will
conduct
contemplated by
Agreement and the

in
Amended and
Restated
Trust
Agreement the `Trust Agreement substantially the form previously provided to you and to be entered into at or before the Time of Delivery among the
Company
is II
as depositor
trustee
as Delaware Trust
the
and Wilmington Trust Company as property trustee and `Trust the Pricing Circular Trustee and described
will
not and at the Time of Delivery

or
not
II
be
a party to or bound
in
11
by any
II
agreement
instrument other than the Trust

liabilities
Transaction
Agreements
out of the
Trust
has no material
or obligations
other than those

II
arising
in
by the Trust
is II
Transaction
Agreements and described
the Pricing
Circular and Trust

of
not
a party to or subject
its
or proceeding or proceeding
any nature and

threatened
to
the best of
II
to any action suit knowledge no such action suit
is
against Trust
or its
property have been duly authorized

will
At the Time of Delivery the Offered
Securities will
and when
in
issued
delivered
been duly and

interests
validly
and paid for pursuant to this Agreement issued and will be fully paid and nonassessable
to
have
beneficial
II
Trust
entitled
will
the benefits
in
all
of
the Trust Agreement respects

to
and the
Offered Securities
in
conform
material
the Pricing
Circular
At the Time of Delivery
each Other Trust
Transaction by Trust
Agreement
II
will
have
a
its
been duly authorized executed and delivered valid and legally binding instrument of Trust terms subject to bankruptcy moratorium and similar laws
creditors rights
and
in
will
constitute
insolvency
of
fraudulent
II
enforceable
accordance
with
to
general
applicability relating
or affecting
II
and
to
12NY
125302684615
general equity principles
and the Trust
Transaction
Return
WMIPC_500002123.00012
CONFIDENTIAL
in
Agreements
Pricing
will
conform
all
material
respects
to
the descriptions thereof
in
the
Circular
e
f
This Agreement
II
by Trust by Trust
11
Company
II
in
and the execution
and
II
is
The issuance
by Trust
of
the Offered Securities
the purchase
delivery
it
of the
of
the
Trust
Transaction Agreements and the performance by

will
of its
obligations
thereunder
regulation jurisdiction
not result
of
any
violation
of or conflict
with
any law order rule

having
or
decree
any court governmental agency

or
or authority
over Trust
filing
II
any
of its
properties
and no consent
authorization or
order of or
or registration
with any court or governmental agency

Securities or
by Trust
II
of
the
Company
11
the execution
performance by Trust
of
any
Agreements
obtained
II
or
the consummation by Trust except
of the
or
hereby and thereby

or prior to
such as have been
made
II
of this
Agreement
or
the Other Trust
II
required for the issue and sale of the Offered
by Trust
the purchase
delivery or
Transaction
obtained
or will
be made

securities or
and except
such as
may be required
under applicable state
blue sky laws

to
II
Trust
not
and
not
is
after giving application
effect of
the offering
and
of
sale
the Offered
in
Securities
and the
the proceeds
thereof or
as described
the Pricing by an
Circular
will
investment
be an company
investment
company
an entity controlled
in
as such terms are defined
the Investment
Company
Act
2
Subject
Purchase
and Sale
to
herein
set forth
II
Trust
agrees to issue and
sell
to
each of the Purchasers

not jointly to
and each
of
the
at
Purchasers agrees purchase

price of
severally
purchase
$98000 per Trust Security plus accrued distributions any from December 13 2006 to the Time of Delivery the stated amount of Offered
Securities set forth
II
and
from Trust
a
if
opposite
the
of
such Purchaser
in
name
Schedule
and
b
3
II
WMB
agrees to
sell
II
to
Trust
and Trust
agrees to purchase purchase

price
from
WMB
5000
Company
purchase
Preferred Securities for an aggregate

price
equal to the
Offer of
Offered Securities
Upon the
in
authorization
by
WMI
of
the release of the Offered
II
received
by Trust
from the Purchasers
pursuant to Section
2a
Securities
the
Purchasers
propose to offer such Offered

this
Securities for sale
upon
the
terms and conditions set forth
Agreement and the
Offering Circular with
and warrants to and agrees
WMI
II
Trust
and each such Purchaser hereby represents and the Company that
it
it
will
offer
and
sell
such Offered Securities only to persons

qualified institutional
who
within
believes
are both
buyers
QBs
reasonably the meaning of
13NY125302684615
II
executed
and
delivered
by Trust
Return
WMIPC_500002123.00013
CONFIDENTIAL
Rule 144A under the Act
in
transactions
meeting the requirements of Rule the meaning of Section

that
144A
of
and ii
qualified
purchasers
QPs
within
2a51
invests issuers
the Investment
discretionary not
Company
Act but not a brokerdealer

in
owns and
on a and
in in
basis less than $25 million
securities of unaffiliated
a participantdirected
paragraph paragraph
a1iD
or
a1iF
a1iE
employee plan such as a

of
401k
plan as
referred to
Rule
144A
or
a trust fund
referred to
of
Rule 144A that holds the assets of such a
in
in
plan
each
case
b c
is
an
it
institutional
accredited
investor within the meaning of Rule 501
under
the Act
and
it
will
not offer or sell
such Offered Securities by any form of general solicitation

including
or
general
advertising
but not limited to the methods described
Rule
502c
of
under the Act
Delivery
Offered
Securities
The Offered
form which
Securities to
be purchased
by each
Purchaser hereunder
in
will
be
represented by one or more definitive global Offered

will
Securities
bookentry cause
be deposited by
or
its
or
on behalf
Trust Trust
II
of
with
will
The Depository Trust

will
Company
II
`DTC
deliver
designated custodian
and WMI
II
Trust
to
of
the Offered Securities to
Goldman Sachs
of
in
Co
for
the
account
of
each Purchaser
price to credit
against payment by or on behalf by wire transfer Federal
such
Purchaser by
the purchase
therefor
same day funds

of
causing
DTC
the Offered Securities to the account
Goldman
Sachs
Co
at
DTC
will
II
will
II
Trust
and WMI
cause Trust
be
to cause the
to
certificates
representing
the Offered checking

Sullivan
Securities to
made
available
Goldman Sachs
at
Co
for of
at least
twentyfour
hours prior to the Time of Delivery
the office
Cromwell
LLP
125 Broad Street
New York New 13 2006

or
York
10004 the
Closing Location The time and date of such delivery and payment shall be
930
am New
York City time on December
such other time and

in
date as
Goldman Sachs
Co
and the Company may agree upon

the `Time of Delivery
writing
Such time and date are herein
called
The documents
parties
to
be delivered
at
by or on behalf of the
for
hereto
pursuant to Section
additional
including
the crossreceipts
the Offered
Securities to
and any
Section
8k
will
documents requested by the Purchasers pursuant be delivered at such time and date at the Closing Location be
delivered
will
and the Offered

all
Securities will
at
DTC
or
its
designated custodian
at
at
meeting
be held at the Closing Location
200
pm New
hereto
York
City at

delivered parties
time on the New York Business Day next preceding which meeting the final drafts of the documents to be
sentence
will
pursuant to the preceding
be available
for
review
by the
For the purposes of this Section
4 New
York Business Dayshall

is
mean each Monday Tuesday Wednesday
Thursday and Friday which
not a
14NY125302684615
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WMIPC_500002123.00014
CONFIDENTIAL
in
day on which banking

obligated
institutions
New
York are generally authorized or
by law or executive
order to close
IssuerSeller
Covenants
WMI
WMB
To prepare the Offering Circular a form approved by you to make no amendment or any supplement to the Offering Circular which shall be disapproved by you promptly after reasonable notice thereof and to furnish you
with
II
the
Company and
Trust
each agrees
in
with
each
of
the
Purchasers
copies
thereof
Promptly from time to time to take such action

qualify
as you
may
reasonably request to
the Securities for offering and sale under the securities laws of such as you
jurisdictions to
may
reasonably request and to comply with such

of
laws so as
permit the continuance
sales and dealings therein
in
such jurisdictions for as
long as
may be
in
necessary to complete the distribution of the Offered Securities connection therewith no IssuerSeller a general consent
to shall
provided that
be required to qualify
of
in
as a foreign corporation
jurisdiction
or to file
service
process
any
To
furnish
in
the
Purchasers
with written
and
electronic
copies
of
the Offering
Circular
such quantities as you

prior to
may
from time to time reasonably request

after
and
Circular any event shall have occurred
if
at
any time
the expiration of nine months
the date of the Offering
as a result of which the Offering Circular

include
as then amended or supplemented would

material fact or
an untrue
in
statement of a order to
omit to state any material fact necessary

in
make
the
statements therein
the
light
of
the circumstances
not
under which they were
made
if
when the
it
is
Offering Circular
delivered
misleading
or
for
any other reason

or
shall
be necessary or desirable during such same period
to
amend
in
supplement the Offering Circular to notify you and upon your request to prepare
and
furnish
without
charge
to
each Purchaser and

as you
to
any dealer
securities
as
many
written of
and
electronic
copies
may
from time to time reasonably
request
Circular
such amended
will
Offering Circular or
a supplement to the Offering
which
correct
such statement or omission or effect such compliance
During the period
beginning
from the date hereof
and continuing
until
the date six otherwise
months
after
the Time of Delivery as provided
not to offer sell contract
to sell or
dispose of except
II
hereunder any securities of
WMI
the
Company
your prior
or
Trust
written
that
are substantially similar to any of the Securities without
consent
II
the case of
WMI
the
Company and
In
Trust
not to
be
or
become
at
any time
prior to
the expiration of two years after the Time of Delivery
an openend
under
investment
company
certificate
unit
investment trust closedend

is is
that or required
investment company or
to
faceamount
Section
company
be
registered
8 of the Investment
Company Act
15NY
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II
the case of Section
WMI
In
the
Company and
Exchange
Trust
at
any time when

of
is
not
it
subject
to
13 or
15d
of the
Act
for
the benefit
holders from time to

to
time of Offered Securities

Securities
to furnish at its
expense
upon request
holders of
Àdditional
and prospective
purchasers of securities information the
IssuerSeller Information satisfying the requirements of subsection Rule 144A under the Act
d4i
of
g h
requested
by the
eligible for
you to use its best efforts PORTAL trading system of
If
to
cause the Offered
Securities to
be
the National Association of Securities
Dealers
Inc
such documents the holders
it
that of
Except
for
on
EDGAR
in
the case of
but
WMI
furnish to
the Offered Securities as soon as practicable
no event shall annual

equity report
be
required
prior to
including
flows of
a balance
90 days after the end of each fiscal year an sheet and statements of income stockholders
consolidated as soon
subsidiaries certified
in
and cash
WMI and
its
by
independent
it
shall
public
accountants
and
as practicable
but
first
no event
three
after
be required prior to 45 days after the end of each of the

fiscal
quarters of each date

of
year beginning
with
the
fiscal
quarter ending stockholders
the
the Offering Circular to make available

financial information of
to
its
consolidated such
summary
in
the
Company and
its
subsidiaries for
quarter
reasonable detail
will two years after the Time of Delivery not and will not Rule 144 under the Securities Act to as defined
During the period permit any of

resell
its
affiliates
any
of
the Offered
in
it
of
Securities
which constitute by any of
restricted
securities under
Rule 144 that have
been reacquired
received by
them
it
To use the
this
net
proceeds
in
from the sale of the Securities pursuant to the

Pricing
Agreement
the manner specified
Circular and
the case of
WMI
In
to
reserve
and keep
in
available
at all
times free of preemptive enabling
rights
shares of
WMI
Preferred
Stock for the purpose

its
of
WMI
to satisfy
any
obligations to issue
shares of
WMI
Preferred
Stock upon a Conditional
Exchange
Issuer
Free Writing Prospectuses
Each IssuerSeller
represents and agrees that without
the prior consent
of
Goldman Sachs
to
Co
it
has not
if
made and
will
not
make any
offer relating
that
the offering of the Offered Securities conducted as a public

offering
contemplated by this Agreement were pursuant

to
a registration statement
constitute
filed
under the Act with the as defined as an
Commission would
in
an issuer free writing prospectus such offer

is
Rule 433 under the Act
any
hereinafter referred to
IssuerSeller Supplemental Disclosure
Document
ii
each
16NY
WMI and Goldman Sachs
125302684615
Purchaser represents and agrees that without the prior consent of other than one or more term sheets
Co
in
Return
WMIPC_500002123.00016
CONFIDENTIAL
relating
to
the Offered Securities containing

of it
to
customary information and
conveyed
Securities offering
purchasers
securities
has not that
made and
if
will
not of
make
any offer relating to the Offered contemplated

to
Securities
the offering
the Offered
by this Agreement were conducted

filed
as a public
pursuant
a registration statement
constitute
under the Act with the as defined

in
Commission would
is
a free writing prospectus such offer other than
Rule 433 under the Act

hereinafter referred to
any
any such term sheets
as a Purchaser
Document
iii
and
Supplemental Disclosure Document Purchaser
any IssuerSeller
or
to
Document
the use of which

is
listed
has been consented
by
WMI and Goldman Sachs
Co
on Schedule
11b
expenses
issue of
and agrees with the several Purchasers that WMI will the reasonable fees disbursements and pay or cause to be paid the following with the IssuerSellers counsel and accountants connection of each Expenses WMI covenants
in
in
the Securities and reproduction and
all
other expenses
of
connection
with
the preparation
printing Circular
filing
the Preliminary Offering Circular the Pricing
and the
of
Offering Circular
and the mailing ii the cost
and
delivery of
and any amendments and supplements thereto copies thereof to the Purchasers and dealers any Agreement among Purchasers this closing documents including any
in
printing or
producing
Agreement
any Transaction
Agreement
compilations thereof and any other documents
connection
all
with
in
the offering
with
purchase
sale
and
of
delivery of
the Securities
iii
expenses
connection
securities
the qualification
in
the Securities for offering and sale under state
laws
as provided counsel
for
Section
5b
including
in
the reasonable
with
fees and disbursements of

in
the Purchasers
with
connection
such qualification
and
connection by
the Blue Sky and legal investment surveys services

for rating
iv
any fees charged the cost of

II
securities rating
the Offered
Securities
preparing
the Securities
II
vi
the fees and expenses of the Trust
Trustee and
for
any agent of the Trust

in
Trustee
and the fees and disbursements of counsel

II
with
II
the Trust Offered
Trustee
connection any cost

in
the Trust
in
Trust Agreement and the

with
Securities
vii
incurred
connection
listing
the designation of
the Securities for trading

Preferred
PORTAL and PSA

in
the
of
the shares of
viii
WMI
Trustees and
Stock issuable upon a Conditional Exchange

of
the fees and

II
expenses
the Asset Trust
Trustees and Asset Trust Asset Trust

to
I
PSA
II
WMB
as servicer of assets held
and Asset Trust

its
and
ix
all
other costs and expenses incident hereunder which understood and are not otherwise
the performance of provided

in
obligations
in
specifically
however that except as provided

will
this
Section
and Sections
It
for
this
Section
9
the
12
the Purchasers
pay
all
of their
own costs and expenses

any offers they
including
fees of their counsel
transfer
taxes on resale of any of the Securities by

with
them
and any
advertising
expenses connected The

of
may make
Conditions Precedent
in
obligations to
the Purchasers
that
all
hereunder shall be
subject
their discretion
the condition
17NY
Delivery true and correct
125302684615
and other statements of the IssuerSellers the condition
herein
are
at
and as
of
the Time of have
that
the IssuerSellers
shall
is
Return
WMIPC_500002123.00017
CONFIDENTIAL
performed
all
of their obligations
hereunder theretofore to be performed
and the
following additional
conditions
Sullivan
Cromwell
LLP
counsel dated
shall
for
the Purchasers
shall
have furnished to you
such opinion request they
or opinions
the Time of Delivery have received
as you
may
and
reasonably as
and such counsel
such papers
information
may
reasonably request to enable them to pass upon such matters
b
c
Mayer
Brown Rowe
Maw LLP
you
counsel
for
the IssuerSellers shall have

in
furnished to you their written substance

satisfactory to
opinion
dated the Time of Delivery the effect set forth
form and
substantially to
Heller
Ehrman LLP counsel

opinion
for
the IssuerSellers shall have furnished to you

in
their written
dated the Time of Delivery

substantially to
form and substance

in
satisfactory to
you
the effect set forth
Annex
3
the
Richards
Layton
II
shall
Finger
PA
special
Delaware
counsel
to
WMI
in
Annex
Company
and Trust
Delivery
forth
in
have furnished to you their written

satisfactory to
opinion
dated the Time of the effect set
in
form and substance
you
substantially to
Annex
4
Esq
First
Chares
of
E
in
Smith
Vice
President
Senior Counsel
Legal Department
WMI
in
shall
Delivery
forth
have furnished to you his written opinion dated the Time of form and substance satisfactory to you substantially to the effect set
Annex
5
of this
On
the date of the Offering Circular prior to the execution the Time of Delivery
Deloitte
Agreement and
form and
in
also at
letter
Touche
LLP
shall
have furnished to you a

in
or letters
dated the respective
dates of delivery thereof
substance
satisfactory to
you
substantially to
the effect set forth
Annex
On
the date of the Offering Circular prior to the execution the time of Delivery
Deloitte
of this
Agreement and
form and
also at
letter
Touche
LLP
shall
have furnished to you a

in
or letters dated
the respective
dates of delivery thereof
substance
reasonably satisfactory to you and
you
as to certain
matters agreed
in
upon
between
WMI
with
I
respect
to
the descriptions
11
the Offering Circular of
the assets of Asset Trust
and Asset Trust
Neither
WMI
nor any of
its
Significant financial
its
Subsidiaries shall
have sustained since

in
the date of the latest audited
statements included
the Pricing
Circular
any
loss or interference
with
business from fire by insurance

or
explosion flood or other from any labor dispute or court than as set forth or dates as of
calamity
whether or not covered
or governmental action
in
order or decree
otherwise
contemplated which
in
the Pricing
in
Circular and ii the Pricing
since the respective

shall
is
information
given
Circular there
not have been any

of its Significant
change
in
the capital
stock or longterm debt of

or
WMI
or
any
Subsidiaries or any change

or affecting
any development management
involving financial
a prospective position
change
the general
affairs
stockholders otherwise
18NY
equity
or results of operations of
WMI and
its
Significant
Subsidiaries
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in
than
as set forth or contemplated

in
the Pricing
Circular the effect of which

in
any such case described

it
clause
is
or
ii
your judgment so material and

to
adverse
as to make
impracticable or inadvisable
in
proceed
with
the offering or
in
this
the delivery of the Securities on the terms and
the manner contemplated
Agreement and
in
the Offering Circular
in
On
or after
the Applicable Time
no downgrading shall have occurred
the
rating rating
accorded
WMIs
debt securities by any nationally recognized

is
statistical
organization
as that term
defined
by the Commission for purposes of
Rule
436g2
that
its
under the Act

it
and ii
no such organization shall have publicly

with
announced
implications
has under surveillance or review

of
possible negative
rating
any
of
WMIs
debt
securities
On
or after
the Applicable Time there shall not have occurred

in
any
of
the generally
in
following on the
trading
a suspension or material limitation York Stock
in
trading
securities
New
in
Exchange
ii
a suspension or material limitation

iii
WMIs
securities
on The New York Stock Exchange

activities
a general
moratorium on commercial banking York
declared
in
by either Federal or
New
State authorities or a material disruption

in
commercial banking
or securities or
settlement or clearance
escalation of hostilities of
services
involving
the United
States
or
iv
the outbreak
the
United States
or
the declaration
by the
of
United States calamity or the United clause proceed
a national
or or
in
emergency
in
war
or
the occurrence
or
any other
in in in
will
crisis
any change elsewhere
financial
political
economic
conditions
iv
or
your judgment makes
if
States
the effect of any such event specified

impracticable or inadvisable Securities
it
to
with
the offering or the delivery of the

in
on the terms and
manner contemplated
Each IssuerSeller Time
shall
have furnished or caused

of its officers or
to
be furnished
as applicable
to
you at the
of Delivery certificates of
trustee
satisfactory to
you as to the accuracy IssuerSeller herein such

at
the
representations and warranties of such

of
and as
as to the performance by
IssuerSeller of
all
of its obligations
hereunder to be performed at or prior to subsection
as to the matters set forth
in
of this
Section
and as
to
such other matters as you
may
reasonably request
Indemnity
WMI and
damages
subject
liabilities
the
Company together
joint
the
IssuerSeller Indemnifying Parties any losses claims Purchaser
indemnify and hold harmless each

or liabilities or
Purchaser against
to
several
which such
may become
upon an untrue
in
under the Act or otherwise
insofar
as such losses claims damages or
or
actions
respect
thereof arise out of or are based
in
statement or alleged
untrue
statement of a material fact contained
the
Preliminary Offering Circular the Pricing
Circular the Offering Circular or any
amendment Document
state
or
or arise
supplement thereto any IssuerSeller Supplemental Disclosure out of or are based upon the omission or alleged omission to necessary to make the statements therein not Purchaser for legal or other
therein
a material fact
19NY
misleading
and
will
reimburse each
any
expenses
125302684615
in
the
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WMIPC_500002123.00019
CONFIDENTIAL
reasonably incurred defending
by such Purchaser
action
in
connection
with
investigating or
any such
that
or claim as such expenses are incurred Indemnifying

Parties shall not
provided
in
however
is
the
IssuerSeller
that
be
liable
any
out of
such case to the extent

or
any such loss claim damage or

statement or alleged untrue
liability
arises
based
upon an untrue
statement or omission or Circular
alleged
omission
made
in
the
Preliminary Offering Circular the Pricing

or
the Offering Circular or any such amendment or supplement Supplemental Disclosure Document
written information reliance
any IssuerSeller
upon and
in
in
conformity with
furnished to
WMI
by any Purchaser through
Goldman
Sachs
Co
expressly for use therein
will
together the IssuerSeller Indemnified Parties against any losses claims damages or liabilities to which any IssuerSeller Indemnified Party may become
subject
liabilities
under the Act or otherwise
insofar
as such losses claims damages or
or actions
respect
thereof arise out of or are based
in
upon an untrue
in
statement or alleged untrue
statement of a material fact contained

Pricing
the
Preliminary Offering Circular the
Circular the Offering Circular or any Supplemental Disclosure

to
amendment Document
state
or
supplement thereto or any IssuerSeller out of or are based
or arise
therein
a material fact or
in
upon the omission or alleged omission necessary to make the statements therein not
but
misleading
each case
to
the extent
only to the extent
that
such untrue
statement or alleged untrue statement or omission or alleged omission was the Preliminary Offering Circular the Pricing
or
in in
made
Circular the Offering Circular or
reliance
furnished to
for
WMI
in
any such amendment Disclosure Document
supplement
or any IssuerSeller Supplemental upon and conformity with written information
by such
will
Purchaser through
Goldman Sachs
Co
expressly
use therein and

or
in
reimburse each
IssuerSeller
Indemnified Party for any
legal
other expenses reasonably incurred connection

with investigating or
by such IssuerSeller Indemnified
Party
defending
any such
action
or
claim as
such expenses are incurred
Promptly after receipt

of notice
in
by an indemnified party under subsection
or
b above
a
if
of
the commencement of any action

thereof
is
such indemnified party shall
claim
respect
subsection
be made against the indemnifying party under such notify the indemnifying party writing of the commencement thereof
to
in
but the omission so to notify the indemnifying party shall not relieve
liability
from any any indemnified party otherwise than under such subsection case any such action shall be brought against any indemnified shall notify the indemnifying party of the commencement thereof the party and indemnifying party shall be entitled to participate
shall
it
In
it
which
may have
to
wish
jointly
with
any other indemnifying

counsel the consent
of
party similarly notified
to
assume
the defense
shall
thereof
with
with
satisfactory to
such indemnified party
who
the
not except
the indemnified party be counsel
to
indemnifying party indemnified party of
and
its
after notice
from the indemnifying party to such thereof

the
election
so to assume the defense
indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses each case subsequently incurred by such indemnified party connection
in in
with
20NY125302684615
it
therein
and
to
the extent
it
that
II
Each Purchaser
indemnify and hold harmless
WMI
the
Company and
Trust
Return
WMIPC_500002123.00020
CONFIDENTIAL
the defense
party
thereof other than reasonable the written consent

of
costs of investigation
No indemnifying
shall without
the indemnified party effect the

to the entry of
in
settlement or compromise of or consent respect
any judgment with respect

of
to any pending
is
or
threatened
action
or claim
which
or not
indemnification
or contribution
may
or
be sought
hereunder whether
the
indemnified party such settlement
an
actual
or potential
party to
such action or claim unless an unconditional release of
compromise
all
judgment
includes
the indemnified party from ii
liability
arising
out of such action or claim and
does
not include
a statement as to or an admission of fault culpability or a
failure to
act by or on behalf of any indemnified party

in
the indemnification provided
If
for
this
Section
is
unavailable
to or insufficient
in
to
hold harmless an indemnified party under subsection

of
or
b
in
above
respect
to
respect
any losses claims damages
or liabilities
or
actions
thereof
referred to
therein then each indemnifying party shall contribute
the amount
paid or payable
by such indemnified party as a result of such losses claims

in
damages
or liabilities
or
actions
respect
thereof
such proportion as IssuerSeller
appropriate to reflect the relative Indemnified Parties considered
benefits
received
by the
together as a single entity
on the one hand and

If
is
the Purchasers on the other from the offering of the Offered
Securities sentence
however the
allocation
provided law or
by the
is
in
immediately preceding
not
permitted by applicable
required contribute proportion relative
the indemnified party failed to give the notice

party shall
in
under subsection
to
above then each indemnifying

only such relative
such amount paid or payable

is
if
by such indemnified party
such the
as
appropriate to
reflect
not
benefits but also
fault of
the
IssuerSeller
Indemnified Parties considered on the other

in
together as a connection
with
single entity
on the one hand and the Purchasers

in in
the statements or omissions which resulted

liabilities
such losses claims damages or

equitable
or
actions
respect thereof
benefits
as well as any other relevant by the IssuerSeller
considerations
The
relative
received
Indemnified
Parties considered

to
on the one hand and the

in
Purchasers on the other shall be deemed

total
be
the
same
proportion
as the
net
II
proceeds bear to the

in
from the offering

total
before deducting discounts

in
Trust
underwriting
expenses received by and commissions received by the

relative fault or
Purchasers
shall
each
case as set forth
the Offering Circular The
be determined by reference to among other things whether the untrue

untrue a material fact relates to information supplied by the IssuerSeller
alleged
state
statement of a material fact or the omission or alleged omission to
Indemnified Parties considered

relative intent
on the one hand knowledge be
or to
the Purchasers on the other and the parties

information
access
and
opportunity to correct
or
prevent
such statement or omission would

not just
it
The IssuerSellers and the Purchasers

if
equitable contribution
agree that subsection

treated
and
pursuant
to this
d were
determined by pro
purpose
equitable
or
by any other method of allocation

in
if
rata allocation
even
the Purchasers
were
as one entity for such

not
which does
this
considerations referred to above
subsection
take
account
of
the
The amount
in
paid or payable
by an indemnified party as a result of the losses claims

in
damages
subsection
or liabilities
shall
or actions be deemed to
respect
include
thereof referred to above
this
any
legal or
other expenses
21NY125302684615
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WMIPC_500002123.00021
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in
reasonably incurred defending subsection
by such indemnified party
connection
with
investigating
or
any such action or claim Notwithstanding
the provisions of this
no Purchaser and
shall
be required
total
to contribute
any amount
excess of the amount by which underwritten by

it
the
price
at
which the Offered Securities

offered to investors
distributed to investors
were
exceeds
the amount of any damages which such

to
Purchaser has otherwise been required untrue

in
pay by reason
in
of
such
untrue
or
alleged
statement or omission or
this
alleged
omission The
Purchasers
obligations
subsection
to contribute
are several
proportion to their respective
underwriting obligations
and
not joint
The
shall
obligations
of
the IssuerSeller
to
Indemnifying Parties under this Section
in
any liability which the IssuerSeller Indemnifying Parties otherwise have and shall extend upon the same terms and conditions to may any who controls any any affiliate of each Purchaser and each person
be
addition
in
Purchaser within under this Section Purchasers conditions
the meaning of the Act and the obligations of the Purchasers

in
if
9 shall be
addition
to
any
liability
which
the respective
may
to
otherwise have and shall extend
upon the same terms and

Indemnifying Parties Indemnifying Party
each officer and director of the IssuerSeller
within
the meaning of the Act
10
Purchaser
Default
if
and
to
each person
any who
controls
an IssuerSeller
in
any Purchaser
it
If
shall default to
its
obligation to
purchase
in
which
for
has agreed
or
purchase
hereunder you may
your discretion arrange
you
another party or other parties to purchase

If
such Offered Securities on
the terms contained
herein
within
thirtysix
hours after such default by any

of
Purchaser you do not arrange for the purchase
such Offered Securities hours

within
then
WMI
shall
be
entitled
to
a further period
of thirtysix
which to procure
another party or other parties satisfactory to you to purchase

Securities
such Offered prescribed
on such terms
In
the event that within the respective
WMI that you have so arranged for the purchase of such has so arranged for the purchase Offered Securities or WMI notifies you that such Offered Securities you or WMI shall have the right to postpone the Time
periods you notify
it
of of
Delivery
for
a period of not more than seven

in
in
days
to
order to effect whatever

in
changes
may thereby be made

or
necessary
the Offering prepare
Circular or
any other
documents
arrangements
and WMI agrees

in in
promptly any
amendments
to
the Offering Circular which
your opinion
may
thereby be
made
necessary The term `Purchaseras used

person
substituted
this
Agreement
to
if
shall include
any
under this Section
with
like
effect
as
such person
had
originally
been a
party to this
Agreement
with
respect
such Offered Securities
Purchaser or Purchasers by you and WMI as provided subsection the aggregate number of such Offered Securities which above remains unpurchased does not exceed oneeleventh of the aggregate number of
Securities
in
If
after giving of
effect
to
any arrangements
for
the purchase
of
the Offered
a defaulting
all
the Offered
Securities
then
WMI
shall
have the
right
to require
each
which
nondefaulting such Purchaser
Purchaser to purchase agreed

to
the number of Offered

in
Securities
purchase
hereunder
and
addition
to require
each
22NY125302684615
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nondefaulting
Purchaser
to
purchase
its
pro rata share

to
based on the number hereunder

of
of
Offered Securities which such Purchaser agreed Offered Securities of such defaulting arrangements have not been Purchaser from
liability
purchase
the
Purchaser or Purchasers for which such

but
made
default
nothing
herein
shall relieve
a defaulting
for its
If
after giving
effect
to
any arrangements for the purchase Purchaser or Purchasers

the
of
the Offered
Securities of
a defaulting
subsection
a above
if
by you and Offered
WMI
as provided which
of all
in
aggregate
number
of
Securities
remains unpurchased Offered Securities

or
exceeds
oneeleventh
of the
aggregate
number
in
the
WMI
shall not
subsection
of
b above
for
exercise the right described Purchasers

to
to
require
nondefaulting
purchase
Securities
a defaulting
Purchaser or Purchasers
liability
then this Agreement shall thereupon
terminate
without except
on the
in
part of
any nondefaulting and

the
Purchaser or the the
Company
the expenses to be borne by the Section
Company and
Purchasers as provided
in
6 hereof
nothing
indemnity and contribution

shall relieve
agreements
Section
liability
9 hereof
for its
but
herein
a defaulting
Purchaser from
default
11
Survival
The
respective
indemnities
and other statements

in
of the or
IssuerSellers
agreements representations warranties and the several Purchasers as set

of
forth this
this
Agreement
shall
made
in
by or on behalf
full
them
respectively
pursuant to
Agreement
remain
force to
and
effect
regardless of any
investigation
or any statement as
the results thereof

of
made
or
by or on behalf
of
any Purchaser or any controlling person

or survive delivery of
any Purchaser
of
any officer or director or controlling person
any IssuerSeller any IssuerSeller and shall
and payment
If
for
the Securities
12
Expenses
Section
on Termination
this
Agreement
not
shall
be terminated pursuant to
liability
10
the IssuerSellers as provided
shall
in
then be under any

if
Purchaser except the Offered provided
Sections
7 and
but
for
to any any other reason
Securities
are not delivered the

all
by or on behalf
jointly
of
the Purchasers as
will
herein
WMI and
Company
and severally
in
reimburse the
including
in
Purchasers through
you for
expenses approved
writing
by
you
fees and disbursements of counsel
reasonably incurred
by the Purchasers
making preparations for the purchase sale and delivery of the Offered Securities but WMI and the Company shall then be under no further liability to any
Purchaser except
in
as provided
Sections
7 and
9
you shall act on behalf
entitled of to act of
Notices
In
13
The Representative
all
dealings hereunder hereto

shall
each of the Purchasers
and the
parties or
be
and
rely
upon any statement
request
notice
agreement on
behalf
any Purchaser
made
All
or
given
by
you
notices shall
statements
if
to
requests
and agreements hereunder

delivered or
shall
be
in
writing
and
the
Purchasers
be
sent by mail telex or facsimile
transmission to you as the representatives at
One New
York
Plaza 42nd Floor

if
New York New

IssuerSeller
York
10004 Attention
Registration
23NY
shall
Department
and
to
any
be delivered
or sent by mail telex or facsimile transmission to
125302684615
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the address of provided
in
WMI
set forth that
the Offering Circular Attention

to
Secretary Section 10 shall
however
or
any
notice
a Purchaser
pursuant
to
be delivered
its
sent by mail telex or facsimile transmission to such Purchaser at

in
its
address set forth which
Purchasers
will
Questionnaire
to
or telex constituting
such
Questionnaire request
address
be supplied
the
or
Company
by you upon
Any such statements

thereof
requests
notices
agreements shall take effect
upon
receipt
14
Binding Agreement the benefit of the Sections

parties
This Agreement shall be binding
upon and
to
inure
solely to
in
Purchasers the IssuerSellers

officers
and
the extent
provided
9 and 11 the
and
directors of
the IssuerSeller
Indemnified
and each person who controls an IssuerSeller Indemnified Party or any Purchaser and their respective heirs executors administrators successors and
assigns and no other person
this shall of
acquire
or
have any
right
under or by virtue of from any
Agreement
No purchaser
any of the Offered

or
Securities
Purchaser shall be deemed a successor
assign by reason
merely of such
purchase
15 16
Time
of
the Essence
Time
shall
be of the essence
of this
Agreement and agree

to this
ArmsLength Transactions
The IssuerSellers
the Offered
acknowledge
pursuant
in
the
that
is
the purchase
and sale
of
Securities
Agreement and
an armslength commercial transaction
between
IssuerSellers on the one connection

is
therewith
hand and
with principal
the several
Purchasers
to
on the other ii
the process
leading
such transaction
or fiduciary of
each Purchaser
acting
solely
as a
and
not
the agent
the IssuerSellers iii

in
no Purchaser the IssuerSellers leading

thereto
has assumed an advisory or fiduciary responsibility

with
favor
of
respect
to of
the offering contemplated whether such Purchaser
hereby or the process has advised

or to
irrespective IssuerSeller
is
currently
advising
any
on other matters or any other obligation

in
any IssuerSeller deemed
except
the obligations expressly set forth consulted

their
this
Agreement
and iv the IssuerSellers

it
own
legal
and
financial
advisors to the extent

it
appropriate
or
Each IssuerSeller
has rendered
agrees
that
will
not claim
that
the Purchasers
or
any
of
them
or
advisory services
of
any nature or respect connection

with
owes
a fiduciary or similar duty to such IssuerSeller

transaction
in
such
the process leading
thereto
17
Entire
Agreement
This Agreement supersedes

written with or
all
prior
agreements and
understandings whether
oral between
to
the IssuerSellers
and the
Purchasers
or
any
of
them
respect
the subject
matter hereof
18
Governing accordance
Law
This Agreement
shall
be governed
by and construed
in
with the laws of the State of
New York
hereby irrevocably
all
19
Waiver waives
by jury
of to
in
Jury Trial Each the fullest extent

legal
IssuerSeller
and each Purchaser
permitted by applicable
arising
law any and
right to trial
any
proceeding
out of or relating to this Agreement or the
transactions
contemplated
hereby
24NY
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20
Counterparts
parties hereto
This Agreement
may be
executed
by any one or more of the
any number
all
in
of
counterparts
each of which shall be
deemed
to
be an original but
such
respective
counterparts shall together constitute
one
and the same instrument
21
Disclosure
Notwithstanding
anything herein to the contrary
the IssuerSellers are
and
of
the IssuerSellers employees

all
representatives and other agents
authorized to disclose to any and
persons the
of
tax
treatment and tax structure
the potential transaction and all materials any kind including tax opinions and other tax analyses provided to the IssuerSeller relating to that treatment and structure without the Purchasers imposing any limitation of any kind However any information relating to the tax treatment and tax structure shall remain confidential necessary
to
and
the foregoing sentence

to
shall
not apply to the extent
any person tax treatment means federal and
enable
comply
with
securities
laws For
this
US
state
purpose and tax
structure
is
limited to
any
facts
that
may
be relevant to that treatment
is
22
Wilmington Trust agreed
Company Company
Signs as Trustee
is
this
expressly understood
by the parties that
It
and
by
in
in
document and each
executed
and
delivered
Wilmington Trust
in
not individually or personally

authority of
but solely as Trust
pursuant
to
the Trust Agreement
the representations
is
undertakings intended not as
and agreements herein made on the

personal representations
part of
undertakings and agreements by Wilmington Trust

for for
Company
is
but
binding
nothing
herein
contained
shall
be construed
or
as creating
to
any
liability
on
Wilmington Trust
either
Company
individually
personally
all
perform any covenant
expressed or implied contained by the parties hereto
herein
liability
expressly waived
under the parties hereto
and
liable
and by any person claiming by through or under no circumstances shall Wilmington Trust
the payment of any indebtedness or expenses
or failure of
Company
Trust
II
of
be personally
or
for
be
liable for
the breach
or
any obligation
II
if
such
any
being
representation
warranty or covenant
made
undertaken
is is It
by Trust
under this Agreement or
any other
related
documents document
expressly understood
and agreed by the

by Wilmington Trust the the
parties that
this
executed
and
delivered
Company
not individually or
personally
but solely as Property Trustee

in
exercise of the powers and authority conferred Trust Agreement herein
it
and vested
pursuant
to
each of the
representations
is
undertakings intended
not
and agreements
as personal
made
on the part of the Trust
made and
representations
is
undertakings and agreements by Wilmington Trust intended

shall for
Company
but
made and
contained
the purpose for binding as creating

to
only the Trust

liability
nothing
herein
be construed personally
all
any
on Wilmington Trust
either
Company
implied parties
individually or
perform any covenant
expressed or by the
contained hereto
herein
such
liability
and by any person claiming

under no circumstances
for
any being by through
expressly waived
or
if
under the parties
hereto
and
shall
Wilmington Trust
Company
be
II
or
personally
liable
the payment of any indebtedness or expenses of Trust

or failure of
25NY
125302684615
be liable for the breach
any
obligation
representation
warranty or
II
made and
II
Trust
made and
intended
the purpose
only Trust
it
Trustee
the exercise of the powers
conferred
and vested
II
Return
WMIPC_500002123.00025
CONFIDENTIAL
covenant
related
covenant made or undertaken by Trust II under this Agreement or any other made or undertaken by Trust under this Agreement or any other related documents documents.
II
NY12530:26846J.5 125302684615
26NY
-26-
Return
WMIPC_500002123.00026
CONFIDENTIAL
is
the foregoing
in
If
accordance
with
your understanding
please
sign
and
return
to
us
11
counterparts hereof
your acceptance
of this letter
on
behalf
of
each of the
Purchasers
is is
It
Purchasers this between each of
and upon the acceptance hereof by you on behalf of each of the letter and such acceptance hereof shall constitute a binding agreement the Purchasers and each of the IssuerSellers understood that
pursuant to the
shall
in
authority set forth
a form of Agreement among examination upon request
Purchasers
but
the form of which
be
submitted to
WMI
for
without
warranty on your part as to
the authority of the signers thereof
Very truly yours
WASHINGTON
MUTUAL INC
By
Name
Title
Robert
illiams
Senior Vice President and Treasurer
WASHINGTON
MUTUAL BANK
By
Name
Title
Robert J
illiams
Senior Vice President and Treasim
WASHINGTON
FUNDING
LLC
MUTUAL PREFERRED
By
Name
Title
Pe
roger
Senior Vide President
Purchase
Agreement
Return
WMIPC_500002123.00027
CONFIDENTIAL
Wilmington
its
Trust
Company
not
individual capacity
but solely
as
Property
Trustee
By Name
Title
Michele
Harry Officer
Financial Services
Accepted as of the date hereof
Goldman Sachs
each
of
Co
on behalf of
the
Purchasers
By Goldman
Sachs
Co
Purchase
Agreement
in
By
II
WASHINGTON MUTUAL FUNDING TRUST
PREFERRED
Return
WMIPC_500002123.00028
CONFIDENTIAL
It
WASHINGTON MUTUAL PREFERRED FUNDING TRUST By

Trust
Wilmington
its
Company
not
individual
capacity
but solely
as
Property
Trustee
By
Name
Title
Accepted
as of the date hereof
Goldman Sachs
each
of the
Co
on behalf of
Purchasers
By Goldman
Sachs
if
Co
Purchase
Agreement
in
Return
WMIPC_500002123.00029
CONFIDENTIAL
Schedule I Schedule I
Return
WMIPC_500002123.00030
CONFIDENTIAL
SCHEDULEI Number
Offered Securities to be Offered Securities Purchaser
Credit
of
Purchased
Suisse Securities
USA
LLC
Goldman Sachs
Lehman Morgan
Brothers Stanley
Co
Inc
1125 1125 1125 1125

250 250
Co
LLC
Incorporated Inc
Keefe Bruyette
Woods
UBS
Securities
Total
5000
NY 125302684615
Return
WMIPC_500002123.00031
CONFIDENTIAL
Schedule II Schedule II
r-
Return
WMIPC_500002123.00032
CONFIDENTIAL
SCHEDULE
A B
Additional
Documents Incorporated
by Reference
None
Approved
Supplemental Disclosure Documents
None
NY 125302684615
II
Return
WMIPC_500002123.00033
CONFIDENTIAL
Schedule III Schedule III
Return
WMIPC_500002123.00034
CONFIDENTIAL
AN
Washington Mutual
$500000000
FIXED TO FLOATING RATE NONCUMULATIVE CONDITIONALLY SECURITIES
EXCHANGEABLE
II
WASHINGTON
MUTUAL PREFERRED
FUNDING
TRUST
PERPETUAL TRUST
Funding Trust Stable
Ratings
Baa2 type
BBB
A Stable
Rate
in
Positive
Trade
date
Settlement Maturity
Security
FixedtoFloating
Perpetual
Noncumulative
into
II
Issuer
Washington
Mutual Preferred
Conditionally Preferred
Exchangeable
Stock of
Specified
Circumstances Inc
Depository
Shares representing
Washington
Mutual
December December
Perpetual
2006 T+ 5
date
13 2006
date
Face
Initial
Amount
Dividend Rate Dividend
$500000000
6665
3Month
Year
110
Year 10 Perpetuity
Floating Dividend Dividend

First
Frequency Payment Dates
Quarterly
Pay Date
Day Count
Optional
March
March 15 June
LIBOR +17925bps
15 September 15 December
15
15 2007
Fixed 30360
Callable thereafter Before
Floating
Rate
Act360
at Par
commencing
a
on dividend date
in
Redemption
December 2016 and every
10th
anniversary
each
tenyear date
December
2016
in in
whole but
in
Callable at Treasury Callable

at
Treasury
whole but not
in
b
a
a
MW MW
+ 35bps + 50bps
not
part part
on any dividend date on any dividend date upon

Event a
Tax
Company Act Rating Agency After December 2016

in
Investment
or Regulatory
Callable
at
par
whole but not
Tax
Investment
Company
flat
part on any tenyear date or on any dividend date upon Act Rating Agency or Regulatory Event whole but not
in
at Libor
in
b
Pricing
Callable
MW
in
Benchmark
UST 4
58
part on any dividend date
due
111516
Benchmark Yield
Reoffer Reoffer
4471 1017
Spread
Yield Adjusted Reoffer Yield
225
6721 6665
$100000 $100000 semiannual
Quarterly
Liquidation Price
to
Preference Public
per security per security
$300000 minimum $300000 minimum
initial
sale sale
the
initial
Gross Spread
Net Proceeds to Issuer Capitalization of the
200
$490000000 Company
after
Expected Closing
Series
$750000000 Series 2006B Company $1250000000 Series 2006C Company Preferred Securities $500000000 Company Common Securities 5208022354 approximately total capitalization 7708022354 approximately
Company Preferred Securities
2006A
CUSIP
ISIN
Number
93935J
AA
Number
Bookrunners
CoLeads
M
is is
confidential
US93935JAA16
Credit Suisse Securities
USA
LLC
Goldman
Sachs
Co
BD
Lehman Brothers Inc organStanley

Bruyette
Co
Bank
Incorporated Inc
Keefe
Woods
not intended Please
UBS
This material
to
Investment only and

is
and
for
your information these

securities
to
be used the
by anyone
offering
other than dated
purport
be a complete
description
of
or the offering
refer to
circular
you This information does not December 5 2006 relating to the
5 NY 125302684615
III
Schedule
Return
WMIPC_500002123.00035
CONFIDENTIAL
18002211037
trust securities for
under
a complete description This communication is being distributed solely to Qualified Institutional Buyers the Securities Act of 1933 who are also Qualified Purchasers as defined under the Investment Company Act of 1940
in
as defined
in
Rule 144A
unlawful
in
to
make such
jurisdiction
an
offer
or
solicitation
such jurisdiction
A copy
of
the
offering
circular for
the
Credit Suisse Securities
LLC
18664712526
Goldman Sachs
Stanley
Co Incorporated
Co
offering
can
also be obtained
by
calling
tollfree
18886035847
Lehman
Brothers
Inc
or
18667181649
Morgan
6NY125302684615
Return
WMIPC_500002123.00036
it
any
to
any person
to
is
This communication does not constitute
an
offer to sell
or the
solicitation
of an
offer to
buy any
securities
whom
CONFIDENTIAL
Annex 2 Annex 2
Return
WMIPC_500002123.00037
CONFIDENTIAL
ANNEX
Opinion of Mayer Brown Rowe
Maw LLP
duly authorized and
limited liability
1
validly
issued by the
in
The Company Preferred Securities have been Company and are fully paid and nonassessable
the
company
interests
Company
of
2
Conditional Exchange issuance
The shares
of
WMI
Preferred Stock
initially
issuable upon a
for
Offered Securities have been duly authorized and reserved
upon such Conditional Exchange

will
Exchange
be validly issued
fully
and when issued upon such Conditional paid and nonassessable
3
Exchange
validly of
The Depositary Shares
Offered Securities
issued pursuant to
issuable upon a Conditional initially when issued upon such Conditional Exchange will be the Deposit Agreement and the Exchange Agreement
Assuming
that
each
of
the Exchange
Agreement and the Deposit
Agreement has been duly authorized executed and delivered by each party thereto each such Agreement constitutes the valid and legally binding obligation of WMI
in
enforceable
accordance
with
its
terms
subject
to
bankruptcy
insolvency
fraudulent
or affecting creditors
applicability relating to
rights
and
to
5
Securities or
in
The
description
the Offering Circular of
one
or
more
of
the
other securities under the captions

of
Description
of

of
Description Securities
the
Company
of of
Preferred Securities Description
Other
of
Company
Description
the
WMI
Preferred
Stock
Description
insofar
the Depositary
Shares and Description

in
the Other
WMI
Capital
Stock
as they purport to therein

in
describe the provisions of the Securities and other documents accurate

material
all
referred to
are
all
material
respects
and provide
fair
summary
of
such provisions
respects
6
Certain
in
The
descriptions
the Offering circular
under the captions Considerations

insofar
US
Federal Income
Tax Considerations
and
ERISA
as they purport to describe the provisions of the laws and regulations referred to therein are accurate
material
all
material
respects
and provide
in
fair
summary
of
such provisions
in
all
respects
is
It
7
Securities
not
necessary to register the Offered
Securities
under the
to
Act
in
connection
with with
the sale and delivery of the Offered

to
in
Securities
the
Purchasers
of
accordance
the arrangements relating

in
offers sales and deliveries

Offering
the Offered Securities as contemplated
the Purchase
Agreement and the

to
Circular Such counsel
need express no opinion
however as
when and under what

be reoffered or resold
circumstances any Offered Securities sold to the Purchasers
may
Mayer
Finger
of
Brown Rowe
Maw LLP
matters of
will
rely
PA
as
to
all
Delaware
upon the opinions of i Richards Layton law and ii Heller Ehrman LLP as to all matters
Washington
law
A21
NY 125302684615
Return
WMIPC_500002123.00038
CONFIDENTIAL
II
and
after giving of
effect to
the offering and sale of the Offered

in
thereof
Securities
and the
will
application
the proceeds
as described
the Offering
in
Circular none
the date hereof
an investment
company
as defined
the Investment
Company Act
filing
9
governmental agency State of
No consent approval
or
authorization or
order of or
with any or the the the

of
body
of
the Federal government of the United States

in is
New
York or any court

of
located
the State of
New
York
required for
consummation
the transactions contemplated by the Purchase

in
Agreement and sale

of
or
other Transaction Agreements or Securities

of
connection
with
the issuance
II is
None
of
the
Company
Trust
Asset Trust
or
be on
any
of
the
except
as
may
be required under the securities or blue sky laws
the State
New York 10
The execution
the
delivery
performance of any Transaction Agreement

party
by
WMI
II
Agreement by
thereto
WMI WMB
Company and
and
sale of
Trust
and performance of the Purchase and the execution delivery and

or
any
in
of its subsidiaries that
and the issuance

thereof
will
the Securities
compliance
of
with
the terms
and
in
provisions
not result
a breach
or
or violation of
any statute government
rule or of
regulation of
States
or
any governmental agency the State of New York
body
the Federal
the United
11
it
to believe that
No
facts
have
come
to
such counsels
attention
that
have caused
the Pricing
Disclosure Package
as of the Applicable Time other
than the financial statements and other financial data therein as to which such counsel
need express no opinion

to state of
contained necessary
any untrue statement

in
of
a material fact
or
omitted the
light
any
material fact
order to
make
the statements therein

or
the circumstances
made
not misleading
the Offering
Circular prior to
and any
further
amendments
or
supplements thereto
made
by the IssuerSellers
the Time of Delivery other than the financial statements and other financial data as to which such counsel
therein contains
need express no opinion contained

in
material fact
as of
in
its
date or
as of the Time of Delivery an untrue
statement of a material fact or omitted or necessary order to make the
omits as the case statements therein misleading
may be
in
to state of
any
the
light
the circumstances
made
not
A22
NY 125302684615
is
Asset Trust
Return
WMIPC_500002123.00039
CONFIDENTIAL
Annex 3 Annex 3
Return
WMIPC_500002123.00040
CONFIDENTIAL
ANNEX
Opinion of Heller Ehrman LLP
1
under the laws
properties of
is
WMI
its

with
and
an
existing
corporation
corporate
in
power and
authority to
own
its
and conduct
the Pricing
Circular
2
company under the
WMI
has been duly registered as a savings

of
provisions
and loans holding
applicable
the
Home Owners Loan Act
3
Conditional Exchange issuance
The shares
of
of
WMI
Preferred Stock
Offered Securities have
upon such Conditional Exchange Exchange will be validly issued fully paid and nonassessable
issuable upon a initially been duly authorized and reserved and when issued upon such Conditional
for
4
Stock the Other
securities
in
The
descriptions of
of
the
WMI
Preferred
of
under the captions
Description
insofar
the
WMI
Preferred
Stock and Description

the provisions
in
all
Capital
Stock
of
as they purport to describe therein are accurate

in
all
of
WMI
a
laws
and other documents

fair
referred to
material
respects
and provide
summary The and and
such provisions
material
respects
5
authorized authorized binding
to
University Street delivered delivered
Asset Transfer Agreement
i
it
has been duly has been duly
executed executed
by
University Street
and assuming
with its
by the
Company
in
constitutes
the valid and legally
obligation
of University Street
enforceable
accordance
terms subject
bankruptcy
insolvency
receivership
conservatorship
fraudulent transfer
relating to or
reorganization
affecting

right
applicability
creditors
and
to
and ii
of
assuming the
is
is
transaction transfer to
a sale and not a security interest that secures
an obligation
sufficient to
in
the
Company
identified
the entire right

in
title
and
interest
University Street
the
Option
ARMs
the University Street Transfer Agreement conservatorship

fraudulent
subject
to
bankruptcy
insolvency
receivership
transfer
reorganization
moratorium and similar laws
6
executed
The
by
WMB
has been duly authorized executed
and
delivered
WMB
and assuming
constitutes with its
and
delivered
by the
in
Company
accordance
the valid and legally binding

to
it
obligation of
WMB
enforceable
terms subject
bankruptcy
insolvency
receivership
similar
conservatorship
fraudulent
to or affecting
moratorium and
right
laws of general applicability relating
creditors
and
to
general
is
equity principles that
and ii
in
assuming the
is
sufficient
transaction
a sale and not a security interest
secures
an obligation
to transfer to identified
the
in
Company
the entire
right title
and
interest of
WMB
the Option bankruptcy
ARMs
the
WMB
Asset Transfer fraudulent
Agreement
subject
to
insolvency
receivership
conservatorship
moratorium and similar laws
Each
of
the Purchase
Agreement and the other WMI Transaction

addressed
in is
Agreements other than the University Street Transfer Agreement which paragraph 5 has been duly authorized executed and delivered by WMI
A31
NY 125302684615
Return
WMIPC_500002123.00041
CONFIDENTIAL
8
governmental
No consent approval
or
authorization or or
order of or any court
filing
with any
in
agency
body
of
located
the
is
State of Washington by the Purchase the issuance
required for or
the consummation of the transactions contemplated

in
Agreement
sale of
the other Transaction except

with with
Agreements
or
connection
with
and
any of the Securities
for
the
filing
of articles of
amendment
which
relating to
occurred
on as
Licensing
of
and ii
the WMI Preferred Stock 2006 and any UCC filings may be required under the
the Washington the Washington
Secretary of State Department of

of
securities or
blue sky laws
the State
Washington
9
Agreement by
party thereto
The execution
the
delivery
performance of any Transaction
in
and the issuance

thereof
will
Agreement by WMI or any and sale of the Securities

in
II
WMI WMB
Company and
Trust
and performance of the Purchase and the execution delivery and

of its subsidiaries that
is
compliance
of
with
the terms
and
provisions
not result
a breach
or
or violation of the
any statute
rule or
regulation of
any governmental agency
body
State of
Washington
statements
10
related
The Exchange
therein
Act Reports
other than the financial therein
schedules
and other financial
data contained
filed
as to which such
counsel
need express no opinion when they were

applicable complied as to form
rules
in
all
with
the Commission or the

with
OTS as
of
material
respects
the requirements
the
Exchange
has
Act and the

to
and
regulations of
the Commission thereunder

it
and any
of
nothing
come
or
the attention
of
such counsel
to give
reason to believe an
that
such documents
material fact
as of the date they were
so filed contained necessary

in
untrue statement of a
omitted to state
in
a material fact
of
order to make the
statements therein
the
light
the circumstances under which they were
made when
such documents were
so filed not misleading
A32
NY
125302684615
Return
WMIPC_500002123.00042
CONFIDENTIAL
Annex 4 Annex 4
Return
WMIPC_500002123.00043
CONFIDENTIAL
ANNEX
Opinion of Richards Layton
Finger
formed and
PA
is
validly existing
duly
good standing under the Delaware Limited Liability Company Act 6 Del seq the Delaware LLC Act and all filings required under the Delaware
respect
to
18101
et
LLC Act
with
the formation and valid existence
of
the
Company
as a limited
liability
company have been
made
Under the Company LLC Agreement and the Delaware LLC Act own
its
2
the
Company
has
all
necessary limited
its
liability
company
in
power and
authority to
business
all
as described
the

a valid and legally
is
3
binding
The Company LLC Agreement

of University
constitutes
agreement
with its of
Street
Trust I Trust
II
accordance
terms
subject
as to enforcement insolvency
or transfer of creditors
to
the effect
upon the Company

reorganization
LLC Agreement
liquidation affecting applicable
in
bankruptcy
moratorium
receivership
fraudulent
the rights
conveyance and remedies
and
other
similar
laws relating to or equity including
generally
of
ii
principles of
law relating to fiduciary duties

in
regardless
iii applicable
whether
considered
a proceeding
equity or at
law and
public
policy
on the enforceability
of provisions relating to indemnification
or contribution
4
the
Under the Delaware

all
Company
and
has
necessary limited the Purchase
liability
LLC Act and the Company LLC Agreement company power and authority i to
of
execute
deliver
Agreement and each

perform
its
the Other
Company
and ii
to
Transaction perform
its
Agreements
obligations
and
in
enforceable
against University Street Trust I Trust
II
and
and
WaMu Cayman WaMu Cayman
and
and applied
to
obligations
thereunder
issue and
under the Company Securities Under the Delaware LLC Act and the Company LLC Agreement of the Purchase Agreement and the Other
the
5
the execution
and
delivery
by the
Company
Company
company
Transaction thereunder
Documents
and the performance by

all
Company
of its
liability
obligations
have been duly authorized by
necessary limited
action
on the part of the
Company
Securities collectively
issued by the are

fully
Securities and the Company Preferred Company Securities have been duly authorized and validly Company and subject to the qualifications set forth paragraph 7 below the
in in
liability
The Company Common
paid and nonassessable limited
company
interests
the
Company
as
member
of
the
Company each
by reason
to of
a
of
Member
the
shall
be obligated
II
7
the debts otherwise
None
of University
Street
Trust I Trust
and
WaMu Cayman
in
personally for any of
obligations or liabilities solely
being a
Company whether arising contract tort or member of the Company except that a Member
for the Company LLC Agreement and A Member may be liable for its tortious or the
in
may
be obligated
make payments provided

it
for its obligations
to
repay any funds wrongfully distributed to wrongful conduct
as set forth
A41
NY 125302684615
in
and
in
The Company has been
and
Return
WMIPC_500002123.00044
CONFIDENTIAL
8
terms of the
The
provisions of
the
including
the
Company
Securities
are permitted under the LLC Act
9
Securities to
The issuance
and
sale
by the
Company
of
the
Company Common
II
and the Company Preferred Securities to Trust pursuant and the Company LLC Agreement and the execution to the Purchase Agreement Agreement and the Other delivery and performance by the Company of the Purchase
University Street
Company
regulation
Transaction
or
Agreements
do not
violate
any Delaware
or
law
rule or
ii
the Certificate of Formation of the
Company
the
Company LLC
Agreement
10
qualification of or with
in
No consent approval authorization

any Delaware
with court or
order registration
filing
or
Delaware
governmental agency by the
or
body
of
required solely
connection
or or
the issuance
delivery
and
sale
Company
of
the the
Company
Purchase
Securities
the execution
and performance by the Company

Transaction
Agreement
any of the Other
Company
Agreements LLC Act
11
the issuance by the preemptive purchase
Under the Company LLC Agreement and the Delaware
Company
rights of
of
the
is
Company
Securities
not
subject
to
the
any Person
II
12
Delaware
Delaware
Trust
has been duly created

Statutory
and Del
validly existing
and
in
is
good
standing under the Delaware Statutory Trust

with
Trust Act
filings
12
C 38
of
3801 et
seq
the
Act
and
all
required
under the laws of the State of

II
respect
to
the creation
and
valid
existence
Trust
as a statutory trust
have been made
13
II
Under the Delaware and

authority to
Statutory
Trust Act and the Trust Agreement

its
Trust
has the trust power

in
own
its
business
as described
14
Offered Securities
constitutes
The
provisions of
the Trust Agreement
including
the terms of the
are permitted under the Delaware

obligation of
Trust Act and the Trust Agreement as grantor

in
a valid and binding

II
the
Company
the Property accordance

with its
Trustee and the Trust
Trustee
enforceable
against each of them
terms subject
as to enforcement to the effect insolvency
upon the Trust Agreement of

reorganization laws
relating liquidation to or affecting applicable
bankruptcy
moratorium receivership and other

ii
similar
fraudulent
conveyance
or transfer
the law
rights
and remedies
in
of creditors
generally
principles of
equity
including
relating to fiduciary duties
regardless of whether considered
and applied
in
proceeding
equity
or at
law and
iii or
applicable
public
policy
on the enforceability of
provisions relating to indemnification
contribution
15
II
Under the Delaware and

authority to
Statutory
Trust Act and the Trust Agreement and deliver the

to
Trust
has the trust power
execute
Purchase
its
Agreement and the Other Trust

under the Purchase
II
Transaction
Agreement and
II
perform
obligations

its
Transaction
Agreements
and
issue and perform
obligations
under the Offered Securities
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16
the execution Transaction
Under the Delaware

delivery
Statutory Trust Act and the Trust Agreement

II
and
by Trust
of
the Purchase Agreement and the Other Trust

of its obligations part of
Agreements and the performance by Trust

all
II
thereunder
II
have been duly authorized by Purchase
necessary
trust action
on the
Trust
The
Agreement and each
duly executed
and delivered by Trust
17
attached
to
Under the Delaware
II
II
of
the Other Trust
Transaction
Agreements have been
Statutory
Trust Act the form of certificate

in in
Securities
is
the Trust Agreement to evidence
ownership of the Offered
an
have appropriate form The Offered Securities Agreement and when executed
in
authenticated
been duly authorized by the Trust and delivered to and paid for by the and
this
Purchasers issued and

benefits
accordance
with
the Trust Agreement

beneficial
Agreement
Trust
11
will
be
to
validly
in
fully
interests
entitled
the
to the terms of the Trust Agreement by the Trust Agreement subject will be entitled to holders of Offered Securities as beneficial owners of Trust and the
provided
the
same
for profit
provided obligated
of private corporations limitation of personal liability extended to stockholders organized under the General Corporation Law of the State of Delaware that such counsel note that the holders of Offered Securities may be
may
pursuant to the Trust Agreement

with of
to
provide
indemnity andor security from transfers or
connection
and pay taxes and
or
governmental charges
arising of
exchanges
Securities
Offered Securities certificates and the issuance
replacement of Offered connection

with
certificates
provide
II
security
and indemnity
its
in
requests of or directions to the Trust the Trust Agreement
Trustee to exercise
rights
and remedies under
18
the issuance
of
Under the Delaware

is
Statutory
Trust Act and the Trust Agreement

rights
not subject to preemptive
II
19
execution Transaction
11
The issuance
and sale by Trust

I I
of
the Offered
Securities
the
II
delivery and performance by Trust
of this

II
of
Agreements
the consummation by Trust

its
the transactions contemplated
thereby and compliance by the Trust with
obligations
thereunder do not violate

II
or
a b
any any
of
the provisions of the Certificate of Trust of Trust Delaware law or administrative
the Trust Agreement
or
applicable
regulation
20
court or
No authorization
in
approval
consent
or
order of any Delaware

is
required to
Delaware
II
solely
governmental authority or Delaware connection

with
agency
of
be obtained
by Trust
the issuance and sale

II
of this
the Offered
or
Securities or
the execution
II
delivery
and performance by Trust

In
Agreement
in
the Other Trust
Transaction
such counsel
this paragraph rendering the opinion expressed Agreements need express no opinion concerning the securities laws of the State
20
of
Delaware
21
and
all
Each
in
of
Asset Trust
and Asset Trust
has been duly created

Statutory
II
validly existing
and
good standing under the Delaware

of
I
is
Trust Act and the creation
filings
required under the laws existence of Asset Trust
the State of Delaware

II
with
respect
to
and
valid
and Asset Trust
as statutory trusts have been
made
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22
II
Under the Delaware
Statutory
Trust Act and the Asset Trust has the trust power as described
in
PSA
and Asset Trust

authority to
PSA
as applicable
each Asset
its
Trust
and
own
its
business
all
the Offering
Circular
23
including
The
provisions of
I
the Asset Trust Class
PSA and
Asset Trust
PSA
I I
the terms of the Asset Trust
II
Trust Certificate
the Asset Trust
Class
Trust Certificate and the Asset Trust

Trust
II
Class
Trust Certificate
I
are permitted under

II
the Delaware
constitutes
Act and each of the Asset Trust
PSA and
Asset Trust
PSA
servicer
a valid
I
and binding
Trustee
obligation
of
the
the Asset Trust Trustee subject
PSA
and Asset Trust
II
Company as grantor WMB as PSA Trustee and the Delaware

of
as applicable
enforceable
to
against each
them
in
accordance
I
with
its
terms
I I
as to enforcement
the effect
upon the Asset Trust

similar
PSA and
Asset Trust
PSA
of
bankruptcy
insolvency
or transfer
moratorium receivership and other

ii
reorganization
liquidation
fraudulent conveyance
laws relating equity
to or affecting
the rights
and remedies
of creditors
generally
principles of
including
applicable law
in
relating to fiduciary duties

in
regardless of whether considered
and applied
proceeding
equity or at
law and
iii or
applicable
public
policy
on the enforceability of
provisions relating
to indemnification
contribution
24
and Asset
trust
Under the Delaware
Statutory Trust of
Act and the Asset Trust

I
PSA
Trust
PSA
and
II
as applicable
each
its
Asset Trust
power and
II
authority to
Asset Trust Class

II
PSA
II
I
and Asset Trust
has the
perform
obligations
its
PSA and
II
issue and perform

II
obligations
Trust Certificate the Asset Trust
Class
Trust
Certificate
and the Asset Trust
Class
Trust
Certificate
25
Class Trust
Under the Delaware

II
Statutory Trust
Act the form
of
Asset Trust
A
II
Trust Certificate the Asset Trust Class
Class
Trust Certificate and the Asset

I
Trust
Certificate
in
attached
to
the Asset Trust

of
is
PSA
as applicable
an appropriate form Each

II
the Asset Trust
Class
II
Trust
Certificate
the Asset Trust
Class
Trust Certificate and the Asset Trust

I
Class
R
II
Trust Certificate have been duly authorized by the Asset Trust

in
PSA and
for
Asset Trust
PSA
as applicable
and when
delivered
I
to
the
Company
II
beneficial
exchange
in
the assets as
will
contemplated
validly
by the Asset Trust

fully
PSA and
to
Asset Trust
PSA
as applicable
be
I
issued and
II

entitled
interests
Asset Trust
I
or
Asset Trust
as applicable
II
the benefits
provided
by the Asset Trust

I
PSA
and
and Asset
Trust
Asset Trust Class Trust

liability
PSA as applicable subject to the terms of the Asset Trust PSA PSA as applicable and the Company as holder of the Asset Trust
I
II
A
II
Trust
Certificate
Class
II
the Asset Trust

Certificate will
Class
Trust to
Certificate
and the Asset
Asset Trust
to
be
entitled
the same limitation of personal

profit
extended
stockholders
of private
corporations for
organized under the
General Corporation Law of the State of Delaware

that
provided that such counsel

I
may
the
Company may be
as applicable to
obligated provide
pursuant to the Asset Trust indemnity andor security

in
PSA and
of
Asset Trust
with
PSA
a
with
II
connection
and pay
taxes or governmental
charges
arising from transfers or exchanges
such certificates
and the issuance

in
of
replacement of such certificates
and
provide
security
I
and
Trustee or
indemnity
connection
requests of or directions to the Asset Trust
PSA
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PSA and
Asset Trust
note
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WMIPC_500002123.00047
CONFIDENTIAL
II
Asset Trust
PSA
Trustee
II
to
exercise their rights and remedies under the Asset Trust as applicable
PSA and
Asset Trust
PSA
26
Class
The issuance
and sale by Asset Trust

I I
of the
Asset Trust
II
Certificate
and the Asset Trust

I
Class
Trust Certificate and the consummation by by the Asset Trust

I
II
Asset Trust
and Asset Trust

II
of
the transactions contemplated
PSA and
II
Asset Trust
PSA
did not
I
and do
not violate
any of the provisions of the

I
II
Trust
Certificate
and by Asset Trust
of
the Asset Trust
Class
Trust
Trust
PSA
as applicable
or
any
applicable
Delaware
II
Certificate of
Trust of Asset Trust
or
Asset Trust
or
the Asset Trust
PSA
or
Asset
law or administrative
regulation
27
court or
No authorization
governmental
approval
consent
or
order of any Delaware

is
Delaware
I
authority or
in
Delaware
agency
with
required to be obtained
of
by Asset Trust Trust Trust

this
I
II
and Asset Trust
solely
connection
In 11
the issuance
the Asset
Class
A Trust Certificate Class R Trust Certificate
the Asset Trust as applicable
Class
Trust Certificate or the Asset expressed

in
rendering the opinion
II
paragraph
27
28
such counsel
need express no opinion concerning
the securities
laws of the State of Delaware
that
of
II
Assuming
none
is
the
Company
with
Trust
Asset Trust
within
or
II
Asset Trust
derives income from or
connected
services
provided
the
II
tax
State of Delaware
and has no assets

II
activities
other than maintaining the Trust
Trustee in the case of Trust Trust and the

or
filing
and the
with
Delaware
Trustee in the case of the Asset
of
documents
the Secretary of State of the State of Delaware
employees
II

not
and assuming
in
II
that Trust
is
treated
I
as a grantor
trust or
as an association
taxable as a corporation and Asset Trust mortgage investment conduits

Securities
will
and Asset
Trust
are treated as real estate

of
for federal
income
purposes the holders

in
Offered
other than those

liability
holders
who
reside or
are
domiciled

solely or
have no
for
in
income taxes imposed by the
nor Asset Trust

of
II
Asset Trust
will
be
liable for
any income tax imposed by the State
Delaware
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State of Delaware
as a result of their participation
Trust
and
neither
Trust
Return
WMIPC_500002123.00048
CONFIDENTIAL
Annex 5 Annex 5
Return
WMIPC_500002123.00049
CONFIDENTIAL
ANNEX
Opinion of Charles
is
Smith Esq
chartered
its
1
in
WMB
all
a federal association
duly
validly existing
and and
good standing
under the laws of the United States

requisite
and
charter
its
is
in
full
force
effect
WMB
its
has
corporate
in
or
other authority to own Circular
properties
and
conduct
the Pricing
is
2
existing
University Street
and
a validly
corporation under the laws of the State of Washington
is
3
validly existing
New American
in
Capital Inc
has been duly incorporated and
corporation
good standing
4
Agreements has been
The Purchase
duly
Agreement and each

executed
of
the
WMI
Transaction
authorized
and delivered
by
WMI
5
authorized executed
The and
University Street delivered
Asset Transfer Agreement has been duly
by University Street
6
the Asset Trust
I
The Purchase
Agreement the
II
WMB
PSA
the Asset Trust
PSA
and the Administrative Services and delivered by
Agreement have been duly authorized
executed
WMB
the valid
7
legally
The
Administrative
Services
in
Agreement
accordance
constitutes with its
and
to
binding
obligation of
WMB
enforceable
terms subject
bankruptcy
receivership
conservatorship
insolvency
fraudulent
transfer
reorganization
affecting

rights
applicability relating to or
creditors
and
to
8
Agreement by
execution
delivery
is
The execution
the
delivery
and performance
II
of
the
Purchase
WMI WMB
Company
of
Trust
and
WaMu Cayman
sale of
and the
or
and performance
a party thereto
any Transaction
Agreement by WMI
in
any of
its
subsidiaries
that with
and the issuance

will
and
the Securities and a breach

or violation
compliance
of
the terms and provisions thereof
not result
any of the terms and provisions of or constitute
a default under
is
any agreement or
instrument to which
Significant Significant
WMI
is
is
or
any Significant Subsidiary

or to
a party or by which
WMI
or
any
Subsidiary Subsidiary
in
or or
bound
subject
which any of the properties of

for
WMI
or
or
any which would
except
such breach
violation Effect
or default
not individually
the aggregate
Significant
have a Material Subsidiary
Adverse
ii
the charter or
bylaws
of
WMI
any
Except pending
II
or
as disclosed against
in
9
suits or
the Pricing Circular there are no actions
proceedings Trust
or affecting or
its
WMI
any of
its
Significant properties
Cayman
materially
would
in
individually
or
the aggregate
ability
have a Material
to
Adverse Effect perform

or
its
II
determined adversely to
WMI
affect
or
any of
Significant
Subsidiaries
Trust
or
WaMu
or
if
Subsidiaries
WaMu Cayman
any
of their respective
that
would
and adversely
the
of
any IssuerSeller
obligations
under any Transaction
Agreement
or
the Purchase
Agreement
which
are otherwise
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of
in
material
the context
of
the sale

suits or
and
to
the best of such

in
counsels
knowledge
no such actions
proceedings
are threatened
writing
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Annex 6
Annex 6
Return
WMIPC_500002123.00052
CONFIDENTIAL
ANNEX
Pursuant
to
Section
8f
of
the Purchase the
Agreement
Deloitte
Touche
LLP
shall furnish
letters to
Purchasers to the effect that
They are an independent registered and WMB within the meaning of the and the
applicable
public
accounting
firm with
respect
to
WMI
Securities
Act of 1933 the
Securities
Act
published rules and regulations thereunder adopted
by the
Securities
and Exchange States
Commission and the
Public
Accounting
Oversight
Board
United
In
our opinion
the consolidated
financial
statements and financial statement the Offering

Circular
schedules
in
all
audited
by us and included
with
in
comply as
to
form
material
respects
the applicable
requirements of the Securities and the related published rules and
Exchange
Act of 1934 the
Exchange
Act
regulations
The unaudited
results of
selected
financial
information with
respect
for
to
the consolidated
operations and financial position

in
of
WMI
the five most recent fiscal
years included
the Offering Circular agrees with the corresponding amounts

in
after restatements where
applicable
the audited
consolidated
financial
statements for such five fiscal years
iv
the basis of limited procedures not constituting accepted

auditing
in
On
an
of
audit
accordance
of
with
generally financial latest
standards
consisting
a reading
the
unaudited
of
statements and other information referred

interim financial
to
below a reading
the
of
available
statements of
WMI and
WMB
inspection
the
minute books of
WMI and
in
WMB
since the date of the latest audited

officials
financial
statements included
the Offering Circular inquiries of
of
WMI and
WMB
responsible for financial and accounting as
matters and such other inquiries nothing
and procedures
attention that
may
be specified
to believe
in
such letter
came
to their
caused them
that
the unaudited
consolidated
statements of income consolidated balance included

in
sheets and consolidated

Circular
statements of cash flows
the Offering
principles
are not
in
conformity with generally accepted

with
accounting
applied
on the basis substantially consistent consolidated
the basis for the unaudited balance

in
condensed
statements of income consolidated statements of cash flows included
sheets and consolidated Circular
the Offering
any other unaudited

in
income statement data and balance
sheet
items
included
in
the Offering Circular do not agree with the corresponding items consolidated except
financial
the unaudited
statements from which

in
such data
and items were derived
as noted by Deloitte
paragraphs
610 611
and
612
in
such letters delivered
Touche LLP and any such

in
unaudited
data and items were not determined on a basis substantially
consistent with the basis for the corresponding consolidated

in
amounts
the audited as
financial
statements included
in
in
the Offering Circular except
noted
paragraph
3bii
such letters
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in
the unaudited
Circular but
financial
statements which
were
not
included
the Offering
financial
from which were derived clause
statements referred to data and balance

to
any unaudited
in
condensed
and any unaudited
in
income statement
sheet items included

not
the Offering Circular and referred

in
clause
in
were
determined on a basis substantially consistent with consolidated as noted

in
the basis for the audited

Offering Circular
financial
statements included
in
the
except
paragraph
3bii
such letters
in
any unaudited included respects

in
pro forma consolidated
condensed
financial to
statements
all
the Offering Circular do not comply as the applicable

not
form
or
material
with
accounting
requirements
to
the pro forma

in
in
adjustments have compilation

of
been properly applied
the historical amounts
the
those statements days prior to the date such letter
outstanding
equity or
increase
in
other borrowings balance

of
or
any decrease
in
there have been any changes
in
as of a specified
date
not
more than
five
of
the number of
common
shares stockholders
federal
the combined
cash
and cash equivalents
funds
under agreements to resell trading assets sold and securities purchased the with amounts shown securities as compared and availableforsale each the Offering Circular except statements included latest financial
case
Circular increases or decreases which the Offering such letter which are described discloses have occurred or may occur or for
changes
in
in
Offering
in
for
the statements included the period from the date of the latest financial there were referred to clause date Circular to the specified
any decreases
in
as compared
with or
the corresponding period balance

of
the preceding
year
net interest
income
the combined
income from
continuing except
in
taxes and total interest expense operations before income the Offering Circular each case for decreases or increases which
or
discloses have occurred
may
occur or which are described
in
in
such letter
and
in
in
In
addition
to
the examination referred to

limited
their
reports included minute books
the Offering
in
in
Circular
and the
procedures
in
inspection
of
inquiries
and
other procedures out certain

generally
referred to
paragraphs iii
and
iv above
in
they have carried

with
specified
procedures
auditing
not constituting
with
an audit
accordance
accepted
standards
respect
to certain
amounts
percentages are derived

in
and
financial
information specified
from the general
accounting
records
by the Representatives which which appear of WMI and
WMB
of such amounts the Offering Circular and have compared certain of and financial information with the accounting records percentages them to be except those noted agreement and have found
WMI
LLP
and
WMB 610 611
in
in
paragraphs
in
and
612
such letters delivered
by Deloitte
Touche
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CONFIDENTIAL
AMENDED AND RESTATED

TRUST AGREEMENT OF
WASHINGTON MUTUAL PREFERRED FUNDING TRUST
Dated
as
of December
13 2006
among
WASHINGTON MUTUAL PREFERRED FUNDING LLC

as
Grantor
WILMINGTON TRUST COMPANY

as
Delaware Trustee

as
Property Trustee
and
THE HOLDERS OF THE TRUST SECURITIES FROM TIME TO TIME
NY
125341704455
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WMIPC_500002131.00001
Section
101
Definitions and Interpretation
Section Section Section Section Section Section
201 202 203 204 205 206
Continuation Trust Account

Title to Situs
of Trust Appointment
Trust Estate
of Trust
Powers of Trustees
Liability
of Holders of Trust Securities
2 8 9 10 10
TABLE OF CONTENTS ARTICLE
I
CONFIDENTIAL
Page
DEFINITIONS
ORGANIZATION
of Trustees
II
ARTICLE
10
10
Limited
ARTICLE
III
FORM OF TRUST SECURITIES EXECUTION AND DELIVERY TRANSFER AND SURRENDER OF TRUST SECURITIES
301 302 303 304 305 306
Form and
Issuance
Transferability of Trust Securities
of Trust Securities BookEntry
Issuance
Registration Transfer and Exchange Mutilated
of Trust Securities
Lost or Stolen Trust Securities
Restrictions Cancellation
on Transfers of Trust
and Destruction of Surrendered
DISTRIBUTIONS
Section Section Section Section Section Section Section Section
AND OTHER RIGHTS OF HOLDERS OF TRUST SECURITIES
401 402 403 404 405 406 407 408
Periodic Distributions on Trust Securities
Redemptions of Trust
Distributions in Liquidation of Grantor Fixing of Record Date for Holders
Payment of Trust Distributions

Voting Rights
Enforcement
Conditional
of Rights
Exchange
Section
501
Delaware Trustee
NY
19 21 22
Certificates
ARTICLE
Securities
17 17 18 18 19
Securities
10 11 13 15 15 17
IV
ARTICLE V
THE TRUSTEES
Eligibility
125341704455
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WMIPC_500002131.00002
CONFIDENTIAL
Section Section Section Section
502 503 504 505 506 507 508 509 510 511
Property Trustee Eligibility Obligations
Representations and Warranties of the Trustees Resignation Successor
Trust Notices and Reports
Tax
Status
Appointment
Indemnification
Fees Charges and Expenses
Appointment of CoTrustee or Separate Trustee
Section Section
601 602
Supplemental Trust Agreement Termination
Section Section Section Section Section Section Section Section Section Section Section Section Section Section
701 702 703 704 705 706 707 708 709 710 711 712 713 714
Counterparts Exclusive
Invalidity
Notices
Trustees
Holders Are Parties
Governing Law Headings
Trust Securities NonAssessable
No
Preemptive Rights
Survival
Concerning the Trustees Submission
Waiver of Jury
Exhibit Exhibit Exhibit Exhibit
A
B
Legend
for
Form
of Certificate
Form of Assignment
Certification as to
23 28 28 29 29 30 33 33 33 34 34 34 34 35 35 C1
TABLE OF CONTENTS
Pa e
of the Trustees
and Removal of the Trustees
Appointment
of
Trustees
27
26
of Trust
of Grantor to File on Behalf of Trust
by the Grantor
ARTICLE VI AMENDMENT AND TERMINATION
31
32
ARTICLE
VII
MISCELLANEOUS
33
Benefits of Parties
of Provisions
Agents
and Fully Paid
to Jurisdiction Trial
the Global
Certificate
and the Definitive
Certificate
A1
B1
US
Person Status
D1
NY125341704455
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WMIPC_500002131.00003
CONFIDENTIAL
This
AMENDED AND RESTATED

is
TRUST AGREEMENT
company
as
this Trust Preferred
Agreement
Funding
dated as of December
13 2006 among Washington Mutual

grantor the
LLC
a Delaware limited liability

as
Grantor
Wilmington
the
Wilmington Trust Company

Trust
Delaware
trustee
the Delaware
Trustee
Company
as
property
the
trustee
the Property Trustee and together with
Delaware Trustee
Securities
Trustees
and the Holders as defined herein of the Trust

to
as defined herein from time
time
WITNESSETH WHEREAS
Trustees and the Grantor established Washington
the
Mutual
Preferred Funding Trust
the
Trust
under the Delaware Statutory Trust Act 12 Del

to
II
3801
et
seq as amended from time

dated as of December
time the Statutory Trust
Act
pursuant
to
a trust agreement
Certificate
2006 the Original Trust
Agreement
and a
of Trust filed
with the Secretary of State of the State of Delaware on
4 2006
Noncumulative
WHEREAS
the Trust proposes to issue
its
FixedtoFloating
Rate Perpetual
Trust Securities
liquidation preference
$100000
per security and aggregate representing a Like
liquidation
preference
$500000000 the Trust Securities $1000
Amount
as
defined
below
Series
of the FixedtoFloatingR ate Perpetual Noncumulative
Preferred
Securities
liquidation to
2006C
per security and aggregate Preferred Securities
preference
$500000000 the Series 2006C Company
be issued by the Grantor
WHEREAS
Securities to
i
in
the
Grantor will
for
deliver the Series
2006C Company
Preferred
WMB
exchange
a portfolio of payment option adjustable rate
mortgages the Option
ARMS
and ii
WMB
will
deliver the Series
2006C Company
initial
Preferred Securities to the Property Estate
Trustee for deposit in the Trust as the
Trust
as
defined
below
the Trustees and the Grantor desire to continue
the
WHEREAS
purpose
Series
Trust for the sole of the

the
of issuing and selling the Trust Securities representing a Like Preferred

Securities in its
Amount
2006C Company
and
accordingly the Trustees the Original Trust
and
Grantor desire to amend and restate
entirety
Agreement
and
WHEREAS
statutory trust
the
Trustees and the Grantor desire that the Trust continue as a Trust
under the Statutory
Act governed by this
Trust Agreement
NOW THEREFORE
shall
in
consideration
of the mutual promises contained herein
and intending to be legally bound hereby the parties hereto declare that the Trust Estate
be held
in trust for
the benefit of the Holders and

as
amend agree to
and
restate
in its
entirety the Original Trust Agreement
follows
NY125341704455
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ARTICLE
DEFINITIONS
Section
101
Definitions and Interpretation requires
In this Trust Agreement unless
the context otherwise
capitalized
terms used in this Trust Agreement

to
have the respective
meanings assigned
them
in this
Section
101
has the same meaning
b
c
a term defined anywhere in this Trust Agreement
throughout
all
references
to
the
Trust
as
Agreement
or this Trust
Agreement
are to to
this
Trust Agreement
modified supplemented or amended
from time
time
d
e
indirectly
all
references
in this
Trust Agreement
to Articles
and Sections
are to specified
Articles
and Sections
of this Trust Agreement unless otherwise
and
a reference to the singular includes the plural and vice versa
Affiliate
means
with respect
to
a specified Person
any Person
directly
or
is
BookEntry
controlling
is
controlled
by or under
common
control with the specified Person
Beneficial
Owner
means each Person who

in
the beneficial
owner of
if
Trust Securities as reflected
the records of the Clearing Agency or
a Clearing
Agency Participant
Person maintaining accordance
not the Beneficial
Owner
then as reflected in the records of a directly or indirectly

in
an account
with such Clearing Agency
with the rules of such Clearing
Agency
BookEntry
Benefit Plan Investor
has the meaning specified in Section
305b
BookEntry Transfer means

Securities in in
transferor delivery of beneficial
interests in
Trust
accordance
with the rules and procedures
of the Clearing
Agency including
the case of
at
DTC
bookentry
transfers
and
deliveries
through
DTCs
DepositWithdrawal
Custodian
DWAC
system
of which
in
BookEntry Trust Securities means Trust Securities the ownership and transfer shall be made through BookEntry Transfers by a Clearing Agency as set forth 302 and 303
Sections
Business Combination
408e
2NY
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Business
Day
means a day on which banks

Seattle
are
open
for
business
in
New York
New York
Delaware
USA
USA
London England
Washington
USA
and Wilmington
Certificate means a
Trust Securities
certificate
certificate
issued hereunder and evidencing

set forth
the amount of
by
aggregate
in
on the face of such
substantially
the form of Exhibit
B
registered as will
Clearing Agency means an organization

pursuant
to
a clearing
agency Agency
Section
17A
of the Exchange
Act DTC
be
the initial
Clearing
bookentry
Clearing Agency Participant
or other Person for
means
a broker dealer
to
bank
other financial
effects
institution
whom
from time
time the Clearing Agency
transfers
and pledges
of interests in securities deposited with the Clearing
Agency
Code
means the
Internal
Revenue
Code of 1986
as
amended
is
Grantor
Company Distribution LLC Agreement
means a Distribution
as
such term
defined in the
Conditional Exchange has the meaning specified Corporate Office means the
particular
in
Section
408
at
office
of the Property Trustee at which
any
time
its
business
at
in
respect
of matters governed
by
is
this
Trust Agreement shall

at
be administered
Trust
which
the date of this Trust Agreement
located
co Wilmington
Delaware
Company Rodney Square North
1100 North Market Street Wilmington
19890
Definitive
Certificate means any definitive registered Certificates Certificate
issued in
exchange
for all
or a part of the Global
Delaware
Agreement
Trustee has the meaning specified
in
the preamble to this Trust
Deposit Agreement 2006 as amended

Investor Services
means
the Deposit Agreement dated as of December
13
or supplemented from time to
time among
i WMI
ii
Mellon
LLC
as
shares depositary and iii
the holders from time to time of
WMI
Depositary
Receipts
Depositary
Trust
means the depositary
for
DTC
which
initially
will
be Wilmington
Company
Depositary Shares means the depositary shares issuable upon a Conditional
to
Exchange
pursuant
the Deposit
Agreement each representing 11000`h
interest
in
one
3NY
share of Series
L WMI
Preferred Stock
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DTC means
Business
The Depositary
Trust
Company
with respect
to
Distribution Payment
Date means
if
that
the Trust Securities each
Day on which 200
the Property
Trustee receives
payment of any Company any Company
Distribution
provided however
the Property Trustee receives
Distribution after
PM
New
York time on a Business
Day
then the related
Distribution Payment Date shall be the next succeeding
Business
Day
ERISA
305b
1934
as
Exchange Act means
the Securities Exchange Act of
amended
Exchange Agreement means

December 13 2006 by and among Mellon Investor Services
the Exchange Agreement dated as of
WMI
when
Mellon Investor Services and the Trust
LLC
as
depositary
LLC
as registrar
An Exchange Event
occurs
i WMB
at
becomes
undercapitalized
under the
OTS prompt
successor
corrective
action
regulations
is
12
CFR
Part 565
and
including
any
in
regulations
in its
ii
WMB
placed
into
conservatorship
or receivership
or the
iii
the
OTS
sole discretion anticipates a supervisory
WMB
becoming undercapitalized
near term or takes
action that limits the payment of dividends a Conditional
by WMB
and
in
connection therewith
directs
Exchange
representing the Trust
that
Global
Securities
Certificate means
the global trust certificates
issued in the
name
of the Nominee
and held by the Depositary
includes the
legend
set forth in
Exhibit
and any other legends
required by the Clearing
Agency
Grantor
has the meaning specified in the preamble to this Trust Agreement
Grantor LLC Agreement means

the Grantor as amended
the Limited Liability
Company Agreement
of
and
restated as
of the Issue Date and as further modified
amended
and supplemented from time
to
time
of a Trust Security means the Person
in
whose name a Trust Security

for
registered
on the Register maintained by the Registrar and Transfer Agent
such
purposes means the Independent Manager of the Grantor as
Independent
Manager
defined in the Grantor
LLC Agreement
means an investment company
as
Investment
Investment
Company
defined
in
the
Company Act
Investment Company
Act
means the Investment Company Act of 1940
as
4NY
amended
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Issue
Date
means the date of
initial
issuance expected
of the Series
to
2006C Company
Preferred Securities and the Trust Securities
be on or about December 13
2006 Like Amount means Company

interest
i
in
when
used with respect
to
the number of Series
2006C
Preferred
Securities
which a Holder of Trust
Securities
has a beneficial
a number of Series
2006C Company
as
Preferred Securities having the same
aggregate
liquidation preference Preferred Securities
ie
ii
100 Series
2006C
Shares a
Company
foreach
Trust Security and
when
used in connection
with a Conditional
Exchange
of one or more Trust Series
Securities for
Depositary
number of Depositary
aggregate
Shares representing
WMI
Preferred Stock
having an
liquidation preference equal to the aggregate
liquidation
preference of such
Trust Securities
ie
for
each Trust Security
100 Depositary
Shares
as
Liquidation Claim Amount means the Liquidation Claim Amount

is
such term
defined in the Grantor
LLC
Agreement
Nominee
means the nominee
for
DTC
which
initially
will
be Cede
Co 6 2006
Offering Circular means the

relating to
final
Offering Circular dated December
the offer and sale of the Trust Securities
Opinion of Counsel means

to
the written opinion of counsel
who may be
to
counsel the
the Grantor or any of
its
Affiliates and
who
shall
be reasonably acceptable
Trustees
Option
ARMs
has the meaning specified
in
the recitals to this Trust Agreement
Original Trust Agreement has the meaning specified Agreement
in
the recitals to this
OTS
United
States
means
the
United
States
Office of Thrift Supervision authority
or any successor
is
Federal bank or thrift

for
regulatory
agency
that
the primary
supervisory agency
WMB
the Person from time to time appointed and acting as
in
Paying Agent means

Paying Agent
as
provided
Section
405
which
will
initially
be Wilmington Trust
Company
Person
means any individual
general partnership limited partnership

joint
corporation limited liability association and the heirs assigns
company
venture
trust business trust cooperative successors
or
executors
administrators legal representatives
and
of such Person where the context so admits
5NY
Agreement
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Property Trustee has the meaning specified
in
the preamble to this Trust
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WMIPC_500002131.00008
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Purchase Agreement means the purchase
agreement dated December

to
2006
as amended
iii
modified or supplemented
from time
time among
the Grantor
iv
the Trust and

to
i WMI
ii
WMB
Goldman
Sachs
at
Co
as
representative of the
Purchasers pursuant Purchasers
which among other things
the Time of Delivery the
designated therein will purchase
newly issued Trust Securities from the Trust
Purchasers
has the meaning specified in the Purchase
Agreement
Qualified
Institutional
Buyer
305a
Qualified Purchaser has the meaning specified
in
Section
305a
each Business
Redemption
Date means
deposits
with respect to the Trust Securities
Day on which
aggregate
Securities
the Grantor
with the Paying Agent on behalf of the Trust the

all
amount payable upon redemption of

held by the Trust to be redeemed
receives
Series
2006C Company
if
that
Preferred
on such day provided
the Paying
after shall
Agent on behalf of the Trust
such amounts payable upon redemption
200
PM
New
York time on a Business

Business
Day
then the related Redemption
Date
be
the next succeeding
Day
Register
303a
trust
Registrar and Transfer Agent

under the Trust Agency herein provided which Grantor shall have the
means any bank or
company appointed
Agreement
shall initially
to register
Trust Securities and transfers thereof as

that
be Wilmington Trust Company provided Agreement
the
power
in
the Trust Agency
to remove the Registrar
and Transfer Agent and upon removal or resignation of the Registrar and Transfer
Agent
appoint a successor
Registrar and Transfer
Agent
as
Securities
Act
means the
Securities
Act of 1933
amended
Series
recitals to this
2006C Company
Trust Agreement
has the meaning specified in the
Series
evidencing the
2006C Company
Series
Certificates means the certificates Trustee
2006C Company
Preferred Securities held by the Property
from time to time under this Trust Agreement for the benefit of the Holders
Series
L WMI
Preferred Stock
means the Series
Perpetual
Noncumulative
preference
FixedtoFloating Rate Preferred Stock no par value and
liquidation
$1000000
occurrence
per share of
WMI
to
be issued pursuant
to
the Exchange
Agreement upon the
of a Conditional Exchange
Statutory
Trust
Act
in
the recitals to this Trust
6NY
Agreement
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Substitute Preferred Stock Successor

certificate
means a
class
or series of equity andrelative
securities in its
of a
Entity having
the preferences
limitations
rights
articles
of incorporation
or other constituent documents
that are substantially
similar to
those set forth in the articles of amendment to establishing the Series
WMIs
articles
of incorporation
WMI
Preferred Stock
Successor
Depositary
Depositary
Share means
a depositary share substantially
similar to a
Share but representing
an interest in the Substitute Preferred Stock
Successor
Entity means a corporation designated

resulting
by the Board of Directors

as in
WMI i
is
that
the surviving
or receiving
corporation received
applicable
in
any
ii
all
the securities of which holders of
are
a Business
that
Combination
Directors of
by some or
WMI
voting
shares or iii
in
the Board of
WMI
determines to be an acquirer of
WMI
a Business Combination
Time
of Delivery has the meaning specified in the Purchase
Agreement
Trust
in
the recitals to this Trust Agreement
Trust Agency Agreement
503biv
Agreement
Trust Agreement has the meaning specified Trust Distributions has the meaning Trust Estate means
Series
in the
preamble
to this
specified
in
Section
404
all
right
title
and
interest
of the Trust in to and under the
2006C Company
all
Preferred Securities from time to time held by the Trustees
hereunder and
distributions
and payments with respect thereto Trust Estate

pursuant to this Trust
shall
not include any amounts paid or payable to the Trustees
Agreement including
without limitation fees expenses
and indemnities
Trust Securities has the meaning specified Agreement
in the recitals to this
Trust
Trustees means the Delaware Trustee and the Property Trustee

capacities as trustees
acting in their
hereunder
subject to
all
the rights privileges
and protections of the

trustees
Trustees
hereunder and under the Statutory Trust Act and any successor
appointed pursuant to the terms hereof and thereof
University Street means University Street
Inc
a Washington
corporation
US
time
Dollar and
mean
the lawful currency of the United
States
from time
or
of
to
7NY
Person means company ii
a corporation
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an individual citizen or resident of the United
States
or partnership organized in or under the laws of the United
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States
or any state thereof or the District of Columbia

States federal
iii
an estate the income of which
subject to United
income tax regardless of source
oriv
all
is
within the United
is
States
able to exercise primary supervision persons
over the administration of

substantial
the trust and one or more decisions of the trust
US
have the authority
to
control
WMB
an indirect
means Washington
Mutual Bank a
federally
chartered savings
bank and
whollyowned
subsidiary of
WMI
corporation
WMF
means Washington
Mutual Inc a Washington
ARTICLE ORGANIZATION
Section
201
Continuation
of Trust Appointment
II
of Trustees
a
sued
Name The
Trust continued hereby shall be

in
known
as in
Washington Mutual
the transactions
Preferred Funding Trust contemplated hereby
II
which name the Trust may engage

execute
contracts
make and
and other instruments
and sue and be
b
Office
is
Office
The
address of the principal office of the Trust
the Corporate
c
statutory trust
Governing Instrument The Trust continued hereby
if
a trust
a court
shall constitute
a the
under the Statutory Trust Act and this Trust Agreement
shall constitute
governing
instrument of the Trust
d
iii
Purpose
The Trust
exists for
the sole purposes
of
holding the Series a Like
2006C Company Preferred Securities ii issuing Amount of the Series 2006C Company Preferred
passing through
Trust Securities representing

Securities to
be held by the Trust
Company
Distributions received by the Trust to Holders of Trust

to
Securities
iv
passing through
Holders
of Trust Securities redemption
payments and
by
liquidation and other distributions if
Company
Preferred Securities and
any
received
the Trust on the Series necessary
2006C
or incidental
thereto including
entering into the Grantor
LLC
Agreement and becoming a member of

in all
the Grantor and entering into and performing duties under related documents events
federal
without
causing
the Trust to be classified
as
other than a grantor trust for

securities
US
income tax purposes The Trust may not issue any
other than the Trust
Securities
e
as
Delaware
Trustee
The Trust hereby appoints Wilmington Trust Company
Delaware Trustee of the Trust and Wilmington Trust Company hereby accepts such
appointment
8NY125341704455
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f
appointment
Property Trustee
The
Trust hereby appoints Wilmington Trust
Company
such
as Property Trustee of the Trust and Wilmington Trust
Company
hereby accepts
g
actions
Authority
The Trust
shall
have the power and authority and
is
hereby
authorized to undertake
set forth in
the purposes of the Trust set forth in Section
201d
and the
in this
Section
503bivv
duties
Subject to the limitations provided Trustee the Trustees
Trust
Agreement
and
to
the specific
of the Property
shall
have
exclusive and complete authority to carry out the purposes
of the Trust
An
action taken
by the Trustees
in
accordance
with their respective powers shall constitute the act of and acting on behalf of the Trust no of the Trustees
to
serve to bind the Trust In dealing with the Trustees person shall be required Persons authority
to
inquire into the authority
bind the Trust
dealing with the Trust of the Trustees
are entitled to rely conclusively Trust Agreement
on the power and
as set forth in this
h
for Securities
Delivery of the Trust Estate

initial
WMB
hereby delivers to the Property
Trustee
deposit as the
Trust Estate
in
the Trust one or more Series Series
2006C Company
Preferred the benefit of the being paid
for
Preferred Securities Certificates with an aggregate consideration

to for
representing
2006C Company
$500000000
liquidation preference of the amount of
Holders
in
$490000000
contemporaneously
by the Trust
WMB
pursuant to Section
2d
of the Purchase
Agreement
is
Beneficial
Owners of the Trust Estate Each Holder owner of a Like Amount of

Series
intended by the
Grantor to be the beneficial
2006C Company
Preferred Securities represented by the Trust Securities held by such Holder
j
receipt
Receipt of the Trust Estate
The Property Trustee hereby acknowledges

Preferred Securities Certificates an aggregate
of one or more Series

Series
2006C Company
representing
liquidation
2006C Company
Preferred Securities having

registered Series
preference of
$500000000
in the
name
of the Trust
and
its
acceptance evidenced
on behalf of the Trust of the

thereby and declares
that
2006C Company
the Trust shall hold
such Series
2006=C Company
Preferred Securities for the benefit of the Holders pursuant to the terms of the Trust
Agreement
k
Section
Trust Irrevocable
Subject to Section
602
the Trust shall be irrevocable
202
Trust Account with a banking

authorized
to
shall establish
a noninterest
bearing trust account
institution
exercise corporate trust
powers and having a combined

supervision or examination
capital
and surplus of
state
at least
$50000000 and Account
subject to
by federal
or District of Columbia authority entitled Corporate Trust

II
Washington Mutual Preferred Funding Trust

distributions Series
All of the
received
by the Property
Trustee on behalf of the Trust in respect
9NY
2006C Company
Property Trustee until distributed
as
Preferred Securities will be deposited in such account provided

in
by the
the
Article
it
IV On
the Issue
sale
Date
Property Trustee shall pay the proceeds
received by
from the
of the Trust
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Securities
to
WMB
in
exchange
for
the delivery by
WMB
to the
Property Trustee of the
Series
2006C Company
Section
203
Title
to
Trust Estate
Legal
title
to the
Trust Estate
shall
be vested
title
at all
times in the Trust except where applicable law in any jurisdiction requires
to
to
any part of the Trust Estate deemed

case
to
be vested
in
a trustee or trustees a cotrustee
in
which case
title
shall
be
be vested
in
the Property
Trustee
andor a separate trustee
as the
may be
Section
204
Situs
of Trust The situs of the Trust shall be in the State of
Delaware
The account
described in Section
202
shall
be maintained with a bank

shall
in the
State of Delaware or the State of
New York
at the
The Trustees
cause the books
and
shall
records of the Trust to be maintained held in the State of Delaware such of the books Section
shall
Corporate Office
The Trust Estate
be
Notwithstanding
to
the foregoing the Trustees
may
to
transfer
and records of the Trust

as
a cotrustee
appointed pursuant
511
or to such agents
they
for
may
appoint in accordance
with Section
705
to
as
be reasonably necessary
and
so long as
may be
reasonably necessary
for
enable
such cotrustee or agents
or agents to perform the duties and obligations
which such cotrustee
may be so employed
Section
205
Powers of Trustees Limited The Trustees

liabilities in
shall
have no power
to
create assume or incur indebtedness or other than

as set forth in this
the
name
of the Trust other
Trust Agreement The Trustees the Series
shall
have
full
power
to
conduct
for
the business the Holders
of the Trust of holding
2006C Company
for in this
and taking the other actions
provided
Trust Agreement
Section
Securities shall
206
be
Liability to
of Holders of Trust Securities
Holders of Trust extended

to
entitled
the same limitation of personal liability

for profit
stockholders of private corporations
organized under the General Corporation
Law
of the State of Delaware
ARTICLE
III
FORM OF TRUST SECURITIES EXECUTION AND DELIVERY TRANSFER AND SURRENDER OF TRUST SECURITIES
Section
301
Form and
Transferability of Trust Securities
a
identification
Designation 5000 Trust Securities

liquidation
preference
$100000
per for
security and aggregate purposes
$500000000
are
hereby designated
only as the FixedtoFloating Rate Perpetual Noncumulative
Trust
Securities
b
Securities shall
Form
be
Except
as
otherwise required by the Clearing

in
Agency
the Trust
substantially
the form set forth in Exhibit

as
with the appropriate
10NY
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and omissions
hereinafter
provided
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WMIPC_500002131.00013
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c
issued
No
Fractional
Trust Securities
Fractional
Trust
Securities
shall
not be
All Trust Securities shall be dated the date of their execution
or countersignature
d
the text
Legends Trust
Securities
may be
endorsed
with or have incorporated
in
thereof
such legends or recitals or changes not inconsistent
with the provisions with
of this Trust Agreement as
may be
required by the Trustees

the rules
or required to comply
any applicable law or regulation or with exchange upon which the Trust
and regulations
listed
of any securities
Securities
may be
or to conform with any usage
with respect
thereto provided that each Trust Security required by Exhibit
shall upon issuance legends

shall
and transfer
bear the legends
and such required
not be removed
from such
certificates
e
the transfer
is
Title
Title
to
any Trust Security
that
properly endorsed or accompanied
by a properly executed
instrument
of transfer or endorsement shall be transferable by instrument provided

in that until
delivery with the same effect as in the case of a negotiable

shall
be registered on the Register as provided
Section
303
the Trust the
Trustees
the Registrar and Transfer Agent the Paying Agent and the Grantor
may
the
the
notwithstanding Register Person

for all at
any notice
to
the contrary treat the Holder
thereof
set forth in
such time as the absolute
owner thereof
for
the purpose of determining

for in this
entitled to distributions
or to any notice
provided
Trust Agreement
and
other purposes
f
manual
such signature
Signatures
Trust Securities shall be executed
on behalf of
the
Trust by the
that
signature of a duly authorized signatory of the Property
Trustee provided
may be a facsimile
a Registrar and Transfer Agent shall have signatory of
countersigned the Trust Security by manual signature of a duly authorized

the this
Registrar and Transfer Agent
No
if
Trust Security shall be entitled

for
to
any benefit under
Trust Agreement or be valid or obligatory

as
executed
provided in the preceding sentence
shall have been any purpose unless The Registrar and Transfer Agent shall as
record on the Register each Trust Security executed hereinafter

the
provided
above and delivered
it
as at
provided
Trust
Securities
bearing the signatures of individuals authorized

that to
who were
time
when
such signatures shall have been affixed

shall
sign on behalf of the or any of
Property Trustee
be validly issued notwithstanding
such individuals
them
shall
have ceased to be so authorized prior to the delivery of such Trust Securities

at
or did not hold such offices
the date of delivery of such Trust
Securities
Section
Issuance
of
302
Execution
Trust Securities
BookEntry Issuance
on
a
preference of
of Global Certificate The Property Trustee having received
behalf of the Trust one or more Series representing Series
2006C Company
Preferred
Securities
Certificates liquidation
2006C Company
Preferred Securities with an aggregate such receipt in Section
$500000000 and
having acknowledged
201j
2006C
subject to the terms and conditions

issue
of this Trust Agreement shall on behalf of the Trust
Trust Securities
in an aggregate
amount equal
to
the Like
Amount $100000
of Series
Company
so delivered in denominations
of
by
liquidation
NY 125341704455
Return
WMIPC_500002131.00014
CONFIDENTIAL
preference representing the
and
integral
multiples thereof and execute Securities in fully registered

Certificates
one or more Global form and registered
Certificates in
such Trust
the
name
the
of
Nominee and
deposit such Global
with the Depositary
on or about
Issue Date and instruct
DTC
to credit
the account
of each purchaser with the amount of
Trust Securities being purchased
by
it
Unless and until Definitive Certificates Section
have been issued pursuant
to
303e
i
ii
the provisions effect
of this Section
302a
shall
be infull force and
the Trust the Trustees
the Registrar
entitled to
and Transfer Agent and any

for
Paying Agent
all
shall
be
deal with the Clearing Agency
purposes
of this Trust Agreement
including without limitation

Securities as
payment of Trust Distributions on the Trust

receiving approvals votes or consents
and
hereunder
the sole
to
Holder of the Trust Securities and

Beneficial
shall
have no obligation
the
Owners
of this Section
iii
to
the extent that the provisions
302a
conflict
with any other provisions of this Section
of this Trust Agreement the provisions control
302a
shall
and
iv
the rights of the Beneficial
Owners
shall
be exercised only through
the Clearing Agencies and shall be limited to those established by
law and agreements

Clearing Agency
between
such Beneficial
Owners and the and the
andor the Clearing Agency Participants
Clearing Agency shall receive
and transmit payments of Trust
Distributions onthe Trust Securities to such Clearing Agency

Participants
and make bookentry

provided
transfers
among
the Clearing
Agency Participants
determining
Securities
that solely for
the purposes of
whether the Holders of the requisite
amount of Trust
Trust
have voted on any matter provided

as
for in this
Agreement so long
pursuant to Section
Definitive Certificates the Trustees

in
have not been issued

conclusively
rely
303e
may
on
and
shall
be
a
fully
protected
relying
on
any written instrument by the Clearing

votes or assigning the
including
proxy
delivered to the Trustees the Beneficial

to
Agency
right to in
setting forth
Owners
vote on any matter
any other Persons either in whole or
part
b
the Holders
Certificates
Notices to Clearing
is
Agency Whenever
to
a notice or other communication
to
required under this Trust Agreement unless and until Definitive
12NY
125341704455
shall
have been issued pursuant
Section
303e
the Trustees
shall
give
all
Return
WMIPC_500002131.00015
CONFIDENTIAL
such notices
and communications
shall
specified herein to be given to the Holders to the

to
Clearing Agency and
have no notice obligations
the Beneficial
Owners
c
to
Appointment
its
of Successor
Clearing
Agency
If
the Clearing Agency

to
elects
discontinue
services
its
as securities to
depositary with respect
the Trust Securities with respect
the
to
Grantor shall use
best efforts
appoint a successor
Clearing Agency
Section
303
Register
Registration
Transfer and Exchange
of Trust Securities
at
a
the office
as
The
Trustees shall cause a register the
Register
at
to
be kept
of the Registrar and Transfer
Agent deem
with copies available

in
such other places

to
the Trustees
may from
as
time to time the Trustees
advisable
which subject
such
reasonable
regulations
and the Registrar and Transfer Agent may

for
prescribe the Registrar and Transfer Agent shall provide

the registration Section
of Trust of Trust
and of
as
transfers
andexchanges except
as set forth in
408
herein provided
b
from time
Trust
to
Registration
of Transfers Subject
to
the terms and conditions of this Trust the transfers on the Register Trustee of such
Agreement the Registrar

time of Trust
and Transfer Agent

Securities in
shall register
upon any surrender to the Property
Securities
by a Holder
person or by a duly authorized attorney properly instrument taxes of transfer or endorsement

as
endorsed
or accompanied by a properly executed of thepayment of
together with evidence
any
transfer
may be
required by
law
Upon
such surrender the Property a Like
Trustee shall execute
a newTrust Security Preferred Securities in or upon the order of the Person
representing accordance
entitled
Amount
of Series
2006C Company
to
with Section
301f
and deliver the same
thereto
Conditions
to
Transfer
As
a condition
precedent
to
the registration
of the transfer of any
Trust
Security the Registrar and Transfer Agent of proof satisfactory

to
may require
production
as to
genuineness regulations
of any signature
the identity and with such
compliance
it
any
if
as
the Trustees
or the Registrar
and Transfer
Agent may
establish
not inconsistent
Trust Agreement and
with the provisions of this
such other information as the Registrar
and Transfer Agent may reasonably request

Neither required
Securities
ii
the Trustees
nor the Registrar and Transfer Agent shall be or cause to be registered the transfer of Trust
to
register
after
such Trust Securities have been called for
redemption
13NY
125341704455
Return
WMIPC_500002131.00016
CONFIDENTIAL
d
Agent
shall
Transfer Charges
No
service
charge
shall
be charged
to
a Holder
for
any
registration of transfer of Trust Securities but the Trustees
or the Registrar
and Transfer
require prior to registration payment
or
the giving
to
of such indemnity as the cover
Registrar and Transfer Agent governmental Securities charge

that
may require
of a
in
sum
sufficient
any tax or
may be imposed
connection
with any transfer of Trust
Definitive
Certificates
Defmitive Certificates Global

Certificate will
evidencing
the beneficial
in
interests
in the
be issued only
the circumstances
described in the Offering Circular under the caption
BookEntry Be
IssuanceForm Denomination
ProceduresSpecial
Situations
Transfer and
BookEntry
by the
When
by
the Global Security Will

Certificates
Terminated Upon
Clearing Registrar
will
surrender of the Global
Agency accompanied
registration
instructions the
for
cause to be prepared Definitive Certificates with instructions of the Clearing
delivery in accordance
Agency
to
ii
Definitive Certificates Section
may be
transferred
in
whole or subject
301c
in
part
upon the surrender of the Defmitive

thereon
Certificates together with the form of transfer endorsed duly completed and executed Registrar and Transfer Agent
at
the specified office
of the of transfer
In the case
of registration
of only part of a Definitive Certificate a

in
new
Definitive Certificate
respect
of the balance
not transferred will be issued to the
transferor
within seven Business Days of receipt of such form of
transfer by uninsured post at the risk of the Holder to the address of the Holder
Certificate to
appearing
in
the Register
Each new Definitive

of transfer of a
be issued upon a
registration
Defmitive Certificate
will within seven Business Days of receipt post at the risk of the such address
as
of such form of transfer be sent by uninsured
Holder
entitled in
to
the Defmitive Certificate
to
may
be specified
such form of transfer
No
Holder of a Definitive
to
Certificate
may
require the transfer
of a
Definitive Certificate
be registered during the period of 15 days on the day of mailing of any notice
ending on the close of business of redemption

to
Holders
iv
All transfers of Definitive Certificates

will
and
entries
on the Register
transfers
be made subject
set
to
the provisions
concerning
of Trust Trust
Securities
out in the Trust Agency Agreement

to the
and
in this
Agreement
relating
Trust Securities
14NY
125341704455
Return
WMIPC_500002131.00017
CONFIDENTIAL
f
to
No
Transfer in Violation of Restrictions

set forth in
Any
purported
transfer
of a Trust
Security in violation of the restrictions otherwise not in accordance
the legend
required by Exhibit
or
with this Trust Agreement
or the Trust
Agency Agreement
the fullest extent permitted
by applicable law
shall
be void and the Registrar and

it
Transfer Agent shall not register any such transfer Unless and until Entry
the
if
becomes
aware of such violation
circumstances
in
the Offering Circular under the caption Transfer and BookEntry
Book
IssuanceForm Denomination
ProceduresSpecial
Situations
When
may
the
Global Security Will
Be Terminated
apply
and
as a consequence
the Trust Securities are no longer represented

Securities
by the Global Certificates
Trust
not be recorded on the Register as

initially
owned
of record by any Person other

transfers
than
the Clearing Agency

beneficial
DTC
or
its
Nominee and ii
by Beneficial
in
Owners of
interests in
the Global
Securities
may be made
only as provided
the Trust Agency Agreement
Section
304
Mutilated
Lost or Stolen
Trust Securities
If
any mutilated
or if the
Trust Security shall be surrendered to the Registrar and Transfer Registrar and Transfer Agent shall receive
loss
Agent
evidence
there
to
its
satisfaction to
of the destruction the Registrar and
or theft of any Trust Security and
ii
shall
be delivered
Transfer
Agent
the Grantor the Trust and the Trustees

to
such security or indemnity as

in
may
be required by them
hold each of them harmless then
the absence of notice
that
such Trust Security shall have Property Trustee

shall
been acquired by a bona
fide
or protected purchaser the
sign and the Registrar and Transfer Agent shall authenticate

in
and
make
available
for
delivery
exchange
for
or
in lieu
of any mutilated destroyed lost or
stolen Trust Security a
new
Trust Security representing a Like
Amount
of the Series of any
2006C Company sum
Preferred Securities In connection with the issuance
new
Trust
Security the Grantor or the Registrar and Transfer Agent

sufficient to
may require
that
the
payment of a
in shall
cover any tax or other governmental
charge
may be imposed
to that
connection therewith
constitute
Any
duplicate Trust Security issued pursuant to this Section of a Trust Security corresponding
if
originally
conclusive
evidence
evidenced by the
lost stolen or destroyed Trust Security as

stolen
issued whether or not the lost
or destroyed Trust Security shall be found at any time
Section
305
Securities to
Restrictions
on Transfers of Trust Securities

not be offered sold or otherwise
Act The
Trust Securities
is
may
transferred except
a Person
who
both a qualified institutional
buyer
within the
meaning of Rule 144A under the
Securities
Act
Qualified
Institutional
Buyer own
and a
qualified purchaser within the meaning of Section

rules
2a5 1
of the 1940 Act and the

for its
and regulations thereunder

of a Person
Qualified Purchaser
is
acquiring
account
or for the account Purchaser
who
both a Qualified Institutional

for
Buyer and a Qualified

purchasing than
is
not a brokerdealer that owns

securities
and
its
invests
on a discretionary Persons ii
is
basis
less
$25 million in
of issuers that are not
affiliated
paragraph
15NY
of Rule
a1iF
a1iD
or
a1E
that
not a plan referred to in fund referred to in paragraph

if
of Rule
144A
or a
trust
144A
holds the assets of such plan
investment
decisions
with
125341704455
is
and each such Person and account
which such Person
Return
WMIPC_500002131.00018
CONFIDENTIAL
respect
to the
plan are
made by
the beneficiaries of such plan iii
was not formed

liquidation initial
for the
purpose of investing Trust Securities

will
in
the Trust
iv
will
hold
at
least in
$300000
the case
preference
of
ie
at least three
Trust Securities
liquidation
of each
investor and
hold and transfer at least
$100000
preference
of Trust Securities
least
one Trust Security
in the
list
case of each
subsequent
investor and
in the
ie
at
understands that
the Trust
may
receive a
of participants holding
positions
Trust Securities from
the Clearing
forth
Agency and
the
on Exhibit
Trust Securities shall bear a legend to this effect
as
set
Each Holder
by
purchasing a Trust Security a Trust Security
and each Beneficial
Owner by
offer
purchasing
a beneficial
interest in
acknowledges
that the
and
sale
of the Trust
Securities
have not been and will not be registered under the

that the that
Securities
Act
ii
acknowledges
and agrees
Trust will
not be registered as an
Securities
Investment
interests in
Company and iii

it
acknowledges
by purchasing Trust
or
therein
makes each of the representations

to
warranties and agreements set forth InvestorsRepresentations

its
the Offering
to to
Circular under the caption Notice
of
Purchasers and agrees
be made by purchasers The Trust or the Grantor on

and
steps
behalf covenants Circular under
take each of the actions

to as
specified in the Offering
the caption Notice Trust those

is
identified
Investors to be taken by the Trust it
being understood that the
the
Trust
in
the Offering Circular including
set forth to the
under the subcaptions Trust Securities
Reminder Notices
Actions
to
DTC
without limitation Actions
With
Respect
Euroclear
With Respect
to
the Trust
Securities
Clearstream
Screened
Actions
Bloomberg
Etc
CUSIP
With Respect and
Legends
of Trust Securities including
that the
ERISA Each
purchaser or transferee
Holders and Beneficial purchaser or transferee
Owners of the Trust Securities agrees

not
either
the
is
an employee benefit
plan
as
as
defined in Section
33
is
to
of
the Employee Retirement subject to Title

I
Income Security Act of 1974
is
of
ERISA
Code
Section 4975 of the
or
assets of any of the foregoing by reason of investment

other plan in such entity each purchaser or transferee
is
by
B C
amended
ERISA
include
that
a plan account
or other arrangement that

assets
subject to
any
entity
whose underlying
plan
an employee benefit plan or
of the foregoing a Benefit Plan
Investor
that
or
the
an insurance company general account and throughout
represents
it
warrants
and covenants
Securities
A
has
that at the time of acquisition

is
eligible for
the period
holds the Trust
and meets the requirements of Department of Labor
it
Prohibited Transaction Class Exemption general account person

are
9560
less
than
25
of the assets of such
represent
who
discretionary
authority
or control with respect

for a fee
to the assets
of the Trust or respect
any person who provides investment advice

such assets or any affiliate
direct or indirect
with
of such a person and would
not otherwise be excluded under

is
29
CFR
25103101f1
ERISA
and
ii
either
the
purchaser
is
that
not a governmental similar to

its
it
assets
is
or
of a Benefit Plan Investor and
not a
plan
foreign plan church Section 406 of
plan or other plan subject or Section
to
law
substantially
4975 of the Code Similar

will
Law
or
purchase
violation
and holding of the Trust

of Similar
Securities
not constitute
or result in a
nonexempt
16NY
125341704455
Law
Return
WMIPC_500002131.00019
CONFIDENTIAL
Section Trust Securities
306
Cancellation
and Destruction
of Surrendered Certificates All by the
surrendered to the Registrar and Transfer Agent shall be cancelled
Registrar and Transfer
Agent Except may

with
as
prohibited
by applicable law or regulation the

Trust Securities or otherwise
Registrar and Transfer Agent dispose of them in accordance
destroy such cancelled

its
usual practices
ARTICLE
DISTRIBUTIONS
IV
AND OTHER RIGHTS OF HOLDERS OF

TRUST SECURITIES
Section
401
Periodic Distributions on Trust Securities Whenever
and
to the
extent
the Trust shall receive
any payment representing a
distribution
on the Series
2006C Company
Agent
Section
Preferred Securities the Trust acting directly or through the Paying such amounts to Holders on the record date fixed pursuant to
to
shall distribute
404
in
proportion
the amount
by
aggregate
liquidation
preference
of Trust
Securities
held by such Holders
Section
402
Whenever
in
Redemptions of Trust Securities
a
than
the Grantor
shall elect
to
redeem Series 2006C Company
accordance
with the Grantor
LLC Agreement
the Grantor
shall
give the Property Trustee
the Registrar and Transfer Agent and the Paying Agent not less
prior
30 nor more than 60 calendar days

Trustee
notice thereof unless

will
otherwise
agreed in
writing with the Property of the Series redemption
The Paying Agent
mail the notice of redemption
2006C Company
Preferred Securities and the proposed simultaneous not less than of
of the Trust Securities to be redeemed in connection therewith days nor more than 60 calendar Preferred days
prior to to
30 calendar
the Series
the date fixed for redemption
2006C Company
Securities
the Holders of the Trust Securities
b
shall affect
No
defect
in
the notice
of
redemption or in the mailing or delivery thereof
the validity
of the redemption proceedings
The Grantor
shall
provide
the
Trustees
the
Registrar
and Transfer Agent and
the
Paying Agent with such notice and

the redemption price at which
are to
each such notice shall state
the Redemption
Date ii
the Trust Securities and the Series
2006C Company
be
of a
redeemed iii
redemption redemption aggregate place
that all
outstanding
all
Trust Securities are to be redeemed or in the case Trust Securities in connection with a partial Preferred Securities the amount
of fewer than of the Series
outstanding
2006C Company
by
of such Trust Securities to be so redeemed and
iv
the
or places where Trust Securities to be redeemed are to be surrendered for
redemption
c
reference
In the event that fewer than
all
the
outstanding Trust increments of

prior to
Securities
are to
be
redeemed the Trust Securities to be redeemed

shall
in
$100000
liquidation
be selected not more than 60 days
the date fixed for redemption creating fractional Trust
by
17NY
125341704455
lot
or pro rata
as
nearly as
may be
practicable without
Securities or by any other equitable method determined by the Property
Trustee
Return
WMIPC_500002131.00020
CONFIDENTIAL
provided
if
that
the Trust Securities are then
evidenced
by a Global Certificate such
method
shall
satisfies
any requirements of the Depositary
or Clearing
Agency The
Grantor
for
promptly notify the Registrar

in
and Transfer Agent and the Paying Agent

selected
for
the Trust
Securities
writing of the Trust Securities
redemption
d
Company Agent on
of Series the Series
On
the Redemption
that
Date
for
any
Series
2006C Company
Preferred
Securities provided
the Grantor
shall
then
have deposited with the Paying Agent on

all
behalf of the Trust the aggregate
amount payable upon redemption of
Series
2006C Amount
which
Preferred Securities held by the Trust to be redeemed on such date the Paying behalf of the Trust shall redeem Trust Securities representing Preferred Securities at the same redemption Preferred Securities
are
a Like
price at
2006C Company 2006C Company
being redeemed by the Grantor
using the funds so deposited with the Paying Agent on behalf of the Trust
e
aforesaid
Notice having been given by the Paying Agent and funds deposited as
from and
Series
after
the Redemption
Date unless
the
Grantor shall have failed

it
to
redeem the
in
2006C Company
Preferred Securities to be redeemed by Section
as set forth
the Grantors notice provided

shall
for in this to
402
the Trust Securities called for

all
redemption
be deemed no longer
be outstanding and
rights
of the Holders
except the right to receive

Securities shall cease
the
the redemption
pricein cash upon surrender of Trust

in
and terminate Upon surrender

or assigned
accordance of transfer
with said notice of the Registrar and

if
Trust Securities endorsed
for registration
Transfer Agent and the Paying Agent shall so require the Holders of such Trust
Securities shall
receive
the redemption
price distributed
by the Grantor
in
respect
of the
Like
Amount
of Series
2006C Company
Preferred Securities represented
thereby
Section
403
In
Distributions in Liquidation of Grantor
a
Trustees
shall
is
the event the Grantor

as
dissolved
the Trust will
be dissolved
The
take such acts
may be
required by law to cause the Trust to be dissolved
if
and
after satisfaction
of creditors of the Trust
any
as
required by applicable
law
the
Property
Trustee
will
distribute or cause to be distributed to the Holders the Liquidation

that
Claim Amount provided
the Grantor shall have deposited with the Paying Agent on
behalf of the Trust such Liquidation Claim terminated The provisions of this Section part
Amount Thereupon
shall
the Trust will be
403
survive any termination of this Trust
Agreement
in
whole or
in
b
Series
In
the event of any voluntary
or involuntary
entitled to
dissolution the Like
liquidation
or
winding up of the Trust the Holders will
be
receive
Amount
of the
2006C Company
or the proceeds
of those Series
if
2006C
Company
after satisfaction
of creditors of the Trust
any
Section
404
Fixing of Record Date for Holders Each of
periodic distribution on
the Trust Securities in respect Preferred Securities they appear
Company
Distributions on the Series

will
2006C Company
18NY
on
the 125341704455
Trust Distributions
be payable to the Holders of record as
Register on the corresponding record date
The record date
for
Trust
Return
WMIPC_500002131.00021
CONFIDENTIAL
Distributions or a redemption
payment
if
will
be the
first
calendar
is
day
in
the month of the
relevant periodic distribution date or

is
that
any such day
not a Business
Day
the next day
a Business
Day
Whenever any other

shall
distribution shall
become
payable or
whenever the Trustees
receive
notice of any meeting at which holders of the Series are entitled

to
2006C Company
Series
Preferred
Securities
vote or of which holders of the

shall in
2006C Company
fix
are entitled to notice the Trustees
each such instance
a record date
to
which
shall
be the same date
as
the record date fixed
by the Grantor with respect

the Grantor Holders
shall
the Series
2006C Company
in
Preferred Securities of which

for
promptly inform the Trustees
writing
the determination
of the notice of
who
shall
be
entitled for
to
receive
such distribution and

rights
ii
to
receive
and
to
give instructions
the exercise of voting
at any such meeting
Section
405
Payment of Trust Distributions
a
Office
price
The Grantor
shall
appoint one or more Paying Agents for the purpose of

price
paying Trust Distributions
on
is
and the redemption

hereby appointed
of the Trust Securities
Wilmington Trust
is
Company
as
as
the Paying
Agent The
Corporate redemption
designated
the place
of payment of Trust Distributions the Trust Securities
on
the
of and other payments
in relation to
The appointment and by the Grantor or
designation of each Paying Agent shall remain in effect until changed

until
the resignation
of such Paying Agent upon 30 days written notice to the Trustees

shall
and the Grantor Upon removal or resignation of the Paying Agent the Grantor
appoint a successor
to act as
which
shall
be a bank or a
trust
company acceptable
to the
Trustees
the Paying Agent pursuant to the terms of the Trust Agency
Agreement
the address of
b
the Holder
shall
Payments
entitled
in
respect
of the Trust Securities
shall
be made
to
thereto as
such address shall appear on the Register The Nominee

in to
be the
registered
Holder
the case of Trust
Securities
evidenced
by Global
Certificates Payments Clearing Agency

will
made
the Nominee shall be
made by
wire transfer and the of

its
credit
the relevant amount to the accounts
participants in
on the
of
applicable Distribution Payment Dates Trust

direct Securities
and Redemption
Certificate
Dates Payments
respect
not evidenced
by a Global
shall
be made by wire transfer
deposit or check
mailed to the address of the Holder entitled thereto as such

shall
address shall appear on the Register The Grantor
pay Company Distributions

Securities
on
and the redemption
price
of the Series 2006C Company Preferred
directly to
the Paying Agent for distribution to the Holders of Trust Securities in accordance the terms of this Trust Agreement the Paying Agent The
with
and the Trust Agency Agreement

confirm to the Paying Agent by
as
then in effect with
Grantor will
300
pm New
that
York
time on the second Business Day before each Distribution Payment Date
it
instructions
irrevocable
have been issued by
for
such payment to be
made
to
the Paying
Agent
Section
406
If
at
Voting Rights
a
Series
any time the Property Trustee
is
notified in
writing that holders of the
2006C Company
Preferred Securities shall be entitled to vote pursuant to the
19NY125341704455
Return
WMIPC_500002131.00022
CONFIDENTIAL
terms of the Grantor such right including
LLC
Agreement the Property Trustee
shall
notify the Holders
of
a description request specific
of the subject matter of the vote written direction Preferred
and related
as to
circumstances
respect
to
ii
of each Holder
the vote
with
the Series
2006C Company
Securities
represented by such Trust of Series
Security
and iii
vote or cause to be voted
the Like
Amount
2006C Company
with such specific
Preferred Securities represented by such Trust direction
Security in accordance
Upon receipt of written notice of any meeting at which the holders of the Series 2006C Company Preferred Securities are entitled to vote the Property Trustee shall as
soon
as
practicable thereafter
mail to the Holders a notice which notice shall be
is
provided by the Grantor and shall contain notice of meeting each Holder
will
such information as
as
contained
in such
ii
a certification
in
the form attached

status at as
Exhibit
pursuant to which
in this
be required
to certify as to its
US
Person as defined
Trust Agreement iii
a statement that the Holders
the close of business on a specified

to
record date fixed pursuant to Section provision
404
will
be entitled subject
any applicable
of law or of this Trust Agreement to direct the Property Trustee as to the appertaining to the Like
exercise of the voting rights
Amount
of Series
2006C Company
Preferred Securities represented by their respective Trust Securities statement as to the manner in which
receipt
and
iv
a brief
to
such specific directions

certification
may be given
in
Subject
by the Property Trustee of a
by the Holder
the form attached
is
Exhibit
confirming that such Holder
US
Person upon the written direction of

Trustee shall vote or cause to be Preferred Securities
set
each such Holder on such record date the Property voted the Like
Amount
of the Series
2006C Company
represented
by
such Holders
Trust Securities in accordance hereby agrees to take

all
with the instructions reasonable action that
forth in such
direction The Grantor necessary Series
may be deemed
by the Property Trustee in order to enable the Property Trustee to vote such
Preferred Securities or cause such Series
In
2006C Company
2006C Company
from the Holder
Preferred Securities to be voted
the absence of specific
instructions
the Property Trustee shall vote or cause to be voted
such Series
2006C Company
manner on
a Preferred
Preferred Securities represented by such Trust Security in the same proportionate

Securities in
basis as respect
it
was directed
to
vote
all
other Series
2006C Company
of such matter
b
US
Owner
Voting rights available

is
to
exercised only by a
US
Holders under this Trust Agreement
may
be
Person that
a Beneficial with
Owner
of a Trust Security
or by a
Person acting as irrevocable of a Trust Security that appoint a US

is
agent not a
discretionary
powers
that
for
the Beneficial
US
Person Holders
are not
to act
US
Persons
must irrevocably
with respect
to
Person with discretionary
powers
to
as their agent
such voting
in
rights Each
Holder
as
will
be required
submit to the Property with such
the form attached

rights
Exhibit
hereto in connection
Holders exercise of voting
available to Holders under this Trust
Agreement
be an
Affiliate
c
WMI
will
Neither
WMI
vote
nor any Person
known by
the Trustees
to
holds or beneficially
owns
20NY
25341704455
it
be
entitled
to
any Series 2006C Company Preferred Securities that
as
of
Return
WMIPC_500002131.00023
CONFIDENTIAL
Section
407
Enforcement of Rights The Property Trustee

subject to the Trustees
to
shall
have the
in
power and authority

Section Series
rights privileges
and protections
rights in
503 and
elsewhere herein
enforce any of the Trusts

for
respect
of the
2006C Company
Section
the benefit of the Holders as a group
408
If
Conditional Exchange
the
OTS
so directs upon the occurrence

shall
of an Exchange
for
Event each
Trust Security then outstanding
be exchanged
automatically
a Like
the
Amount
of of a
newly issued Depositary

Shares the Conditional
Exchange Upon
occurrence
each Holder
to
of Trust Securities shall be unconditionally
obligated
surrender to
WMI
any
Certificates
representing the Trust

in
Securities
owned by
such Holder
on the date and time provided
the next succeeding
paragraph
ii
effective
on such date and time the Trustees
shall
or
shall
cause
the Registrar and Transfer Agent
to
record in the Register
WMI
as
owner of
all
of the Trust Securities as transferee from the Holders immediately prior to such date and time and
of Trust Securities
iii
pursuant to the Exchange unconditionally obligated
Agreement
to issue to
WMI
shall
be
in
each such Holder

surrendered
exchange
for
each such Trust Security
a Like
Amount
of Depositary
Shares
b
on the date
for
The Conditional
such exchange
Exchange
set forth in
shall
occur
as
of
800
AM New
or
evidenced
York time
if
not set forth in the directive date such exchange issuance
as
of
800
AM New York
the applicable
directive
such date possible
time on the
as
earliest
could occur consistent with the directive
by the
by
WMI
of a press release prior to such time
As
of the time of the Conditional

as
Exchange
Securities
all
rights
of the exchanging holders of Trust Securities obligated

to
each
all
Holder of Trust
rights
shall
be unconditionally
surrender to
WMI
and
of the
exchanging Holders of Trust

Persons
shall
Securities
as beneficiaries
of the Trust shall cease
and such
shall
be
all
for all
purposes solely holders of Depositary

Trust Securities
Shares and
WMI
be
the holder of
outstanding
c
Grantor
shall Securities
Within 30 days of the occurrence by the
of an Exchange
Event and
in
connection the
therewith the issuance
OTS
of a directive requiring a Conditional
Exchange
mail or cause to be mailed to each of the Holders of record of the Trust
immediately prior to such Conditional of an Exchange
Exchange
notice
setting forth
i
the
the
occurrence
Event and
directive
requiring a Conditional Exchange deliver the Certificates
and
ii
instructions
where such Holders of record

in
shall
representing
to
the Trust
21NY
Exchange Agreement deliver
to 125341704455
Securities
exchange
for
Depositary
Shares
WMI
shall pursuant
each such Holder
of record of the Trust Securities
a Like
is
OTS
Return
WMIPC_500002131.00024
CONFIDENTIAL
Amount
of Depositary
Shares
upon surrender of the
Certificates
representing Trust
Securities
to
Any
such notice to the Holders

at
of record of Trust Securities shall be addressed appearing in the Register and the time
each such Holder
the address of such Holder

to
of mailing of such notice shall be deemed

certificates
be the time of the giving thereof Until

are
representing the Depositary
Shares
delivered or in the event
such
replacement certificates
failure
are not delivered for any reason

to
by the Holder thereof
surrender such Certificates any Certificates previously
representing Trust Securities
shall
be deemed
for all
purposes
to
represent Depositary
Shares
d
connection
will
Holders of Trust with the

to
initial
Securities
by purchasing Trust
in
Securities
whether
in
offering of the Trust Securities or
the secondary obligation

in this to
market
exchange
be deemed
have agreed to be bound by the unconditional
Trust Securities for a Like
Amount
of Depositary
Shares as provided
Section
408
e
of
its
In the event
WMI
prior to
the Conditional
Exchange
sale
effects
all
or is the
all
subject of a merger consolidation
statutory share exchange
of
or substantially
assets or other form of business combination
in
which
is
WMI
is
not the surviving or resulting
resulting
or receiving corporation
thereof or
ii
corporation shares representing converted or exchanged
a majority of
WMI WMIs total

if
the surviving
voting power are either
into securities
of another Person or into cash being a Business of
or
other property
any may
such transaction
at
in either
or
ii
Combination then
the effectiveness
WMI
of such
the election of the Board of Directors assign

effective
WMI
prior to
upon the consummation of such Business

under the Exchange
to
Combination
to
all
of
its
obligations
and
rights
Agreement with respect

Entity that has Substitute
to
the issuance
of Series
L
a
WMI
Preferred Stock
a Successor
all
Preferred Stock Preferred Stock
and
as
result
of such assignment
references
WMI WMI
shall
and Depositary
to
Shares in the Exchange

to
Agreement and herein
become
and be deemed and

to
be references
such Successor
Entity to such Substitute This paragraph shall
Preferred Stock
a Successor
Depositary
Share respectively
apply to any subsequent
Business Combination mutatis mutandis
ARTICLE V THE TRUSTEES

Eligibility
Act
If
Section
there shall
501
Delaware
Trustee
required by the Statutory Trust
be one Trustee
that shall
act as
Delaware Trustee
and
that shall
be
a natural person
is
who
a resident of the State of Delaware
or
b
business
in
not a natural person

that
an entity that has

that
its
principal
place of business
if
in
the State of Delaware applicable Delaware
US
is
Person and
that
if
otherwise meets the requirements of

its
law provided
also
the Property Trustee has
principal
place
of
the State of Delaware and otherwise meets the requirements of Delaware
law
22NY
may
125341704455
then the Property Trustee
be
the
Delaware Trustee
Return
WMIPC_500002131.00025
CONFIDENTIAL
Section
502
Property Trustee Property Trustee
Eligibility that
There
shall at all
times be one
trustee that shall act as
shall
not be an Affiliate
of the Grantor
b
United
States
be a corporation
organized and doing business
under the laws of the
of America or any State or Territory thereof or of the District of Columbia

capital
authorized under such laws to exercise corporate trust powers having a combined
and surplus of
state territorial condition
at least
$50000000 and
subject to supervision
If
or examination
by federal
or District of Columbia authority
such corporation
publishes reports of
at least
annually pursuant to law or to the requirements authority then for the purposes
shall
of such federal or state
supervising or examining
of this Section
to
502
its
the
combined
capital
capital
and surplus of such corporation

as set forth in its
be deemed
be
combined
and surplus
Section
most recent report of conditions so published of the Trustees
503
Obligations
a
any
liability specifically
The Trustees
do not assume any obligation nor
shall
they be subject to
for
under this Trust Agreement
or any Trust Security to Holders other than performance of such duties as are
gross negligence or willful assigned

to
misconduct
in the
the Trustees
in this
Trust Agreement
The Property Trustee shall
make
and
at
available
for
inspection by Holders at the Corporate Office
such other places as the Trustees advisable during normal business received
may from
hours any
time to time
reports as
deem
and
the
communications
from the Grantor by the Trust
holder of the Series
2006C Company
ii
promptly upon request from time to time by the Grantor cause the Registrar and Transfer Agent to furnish to the Trustees recent date of the a
list
as
of a
in
names
addresses
and holdings of
all
Persons
whose names Trust
Securities
are registered on the Register
iii
promptly upon request by a Holder
or Beneficial
Owner
furnish to
any such requesting Holder Holder or Beneficial

is
or any proposed purchaser from such the information with respect

to
Owner
the
Trust that
required by paragraph
d4i
the Securities
Act
until
the earlier of
the Trust Securities or
of Rule
144A
under
in full
the redemption
of
that
the Conditional
Exchange provided
to
the Grantor has provided

to
such information with respect
the Trust
23NY
of the Trust
125341704455
iv
cause their authorized signatories to execute
and deliver on behalf
an Agency Agreement
for
FixedtoFloating Rate
Return
WMIPC_500002131.00026
CONFIDENTIAL
Perpetual Noncumulative
Trust Securities of the Trust dated as of
December 13 2006 the Trust Agency Trust the Grantor
Agreement among
the
and Wilmington Trust Company
Agent and Registrar and Transfer Agent Agreement between

the
as
Paying
the Exchange
a CrossReceipt dated December
Trust and
WMB
13 2006
dated Sachs
relating
a CrossReceipt
December 13 2006 between
the Trust and
Goldman 13 2006
Co
to
an Officers Certificate dated December
the Investment Definitive

this
Company Act
the Global
Certificates as
and any
Certificates
issued in exchange
Trust Agreement and

is
therefor
required by
any and
all
additional
documents
to
which the Trust
a party as
may be
desirable in connection with
the operation of the Trust and the issue and sale of the Trust Securities
as
the Grantor
shall direct
the Trustees
in
writing
cause their authorized
signatories to
execute
and deliver on behalf
of the Trust the Second Grantor Grantor
Amendment and
as
Restatement of the
LLC LLC
Agreement dated
of December
to
13 2006
of the
Agreement and cause the Trust
become a member
of the Grantor and
vi
perform the
duties
and obligations
of the Property Trustee

is
Trustee
under
the documents to which
the Property
a party
c
defend Preferred or liability
The Trustees
suit
shall
not be under
any obligation
to
to
appear in prosecute
or
any action
or other proceeding with respect
the Series
2006C Company
them
in
Securities
or Trust Securities that in their opinion

to
may
involve
expense
unless indemnity satisfactory
them against
all
expense
and
liability
be
furnished as often as
may be required
that
d
interpretation alternative
In the event
the Trustees
are
uncertain as to the application or must choose between
or
of any provision of this Trust Agreement of action the Trustees
courses
may by
written notice request instructions such action as

instructions shall
from the Grantor and the Trusteesshall
take and be protected in taking that

if
may be
directed by the Grantor provided

is
the Trustees
do not receive
within ten days or such shorter time as
set forth in
such notice the Trustees
be
under no duty to take or refrain from taking such action and shall be fully protected in
any course of action taken by

it
as shall
it
in
good
faith
not inconsistent
with this Trust Agreement
deem
advisable and in the interest of the Holders
e
interest
The Trustees
shall
not be liable to any Holder

it
or any other party having an
hereunder for any action or any failure to act by accountants

to
in reliance
upon the advice of
or information from legal counsel
any Holder or any other Person believed

or information
all
by
it
in
good
faith rely
to
be competent
shall
give such advice
The Trustees
may
24NY
conclusively
and
be protected
from any and
liability
in
acting upon any
125341704455
Return
WMIPC_500002131.00027
CONFIDENTIAL
it
written notice request
direction
or other document
believed by
to
be genuine and
to
have been signed or presented
by the proper party or parties
f
any
class
The Trustees
and
their
respective Affiliates
its
may own buy

in
sell
or deal in or become
of securities of the Grantor
and
Affiliates
and
Trust Securities
its
pecuniarily interested in any transaction
in
which the Grantor or

or otherwise
Affiliates
or
may
be
if
in
were not a Trustee hereunder

transfer in
The Trustees
and
their
respective
Affiliates
its
may
also act as or act
agent
or registrar of any of the securities of the Grantor and

its
Affiliates
any other capacity for the Grantor or
Affiliates
g
respect
to
The Trustees and
their
respective
officers
directors employees and

for
agents make no representation nor

the issuance of the Trust
shall
they have any
liability
or responsibility with signatures
Securities to
except
for its
authorized
thereon or any instruments referred

statement
therein or herein or as to the correctness of any

that
made
therein or herein provided
the Trustees
are
responsible for the
made by
the Trustees in Section
504
of the which can be
Trust
h
description taken
as
The Trustees
assume no
that
responsibility for
the correctness
appears
in
a statement of the Grantor
summarizing certain provisions of
this
Agreement Notwithstanding
Trustees
any other provision
herein or in the Trust Securities the
make no
warranties or representations as to the validity genuineness or sufficiency
or
sufficiency
of the Trust Securities as to the validity

as to
of this Trust
title
Agreement
the value of the Trust Securities or as to any right the express representations and warranties
or interest of the the Trustees
Holders except
Section
for
made by
504
i
to
Notwithstanding extent provided
anything
in
herein or in any other document to the contrary
the
maximum
Section
3803b
of the Statutory Trust

liable to
Act
a Trustee
of the Trust
when
acting in such capacity
shall
not be personally
any Person
other than the Trust and the Holders
and Beneficial
Owners
for
any act omission or
obligation of the Trust or any other trustee or other agent or representative of the Trust
j
for
The
duties
and obligations
of the Trustees
shall
be determined solely by
shall
the express provisions of this Trust Agreement
and
the as
Trustees
not be liable except

set
the performance of such duties and obligations
are specifically
shall
forth in this
this
Trust
Agreement and no implied covenants

against
the
or obligations
be read into
Trust
Agreement
Trustees
k
to
No
provision of this Trust Agreement
shall
require either of the Trustees

liability
expend or
risk its
own
funds or otherwise
duties for
incur personal financial

its
in the
if it
shall
believing
is
performance of any of its have reasonable grounds

reasonably assured to
satisfactory to
or in the exercise of any of

that the
rights
or
powers
repayment of such funds or
liability
not
under the terms of this Trust Agreement

is
it
or indemnity reasonably
such Trustee against such risk or liability
not reasonably assured to it
25NY125341704455
Return
WMIPC_500002131.00028
it
interested
contract with or lend
money
to
act as fully
or as freely as
CONFIDENTIAL
1
omitted
to
Neither of the Trustees be taken by

it
in
shall
be
liable for
any action taken
suffered or
good faith without
grossnegligence
and reasonably believed by

it
this
by
Trust Agreement
it
to
be authorized or within the discretion or rights or powers conferred upon
m
or obligation
illegal
No
on
provision
shall
be deemed
to
impose any duty
the part
of the Trustees to perform any acts
or exercise any right

it
in
power
be
with duty
in
duty or obligation
conferred or imposed on
it
any
jurisdiction
which
in
shall
or in which the Trustee shall be unqualified
or incompetent
accordance
applicable
law
be
to
perform any such act or acts or to exercise
any such right
power
be
or obligation construed
to
No
a
permissive power or authority available to the Trustees
shall
duty
n
Trustees
In the
exercise or administration
directly
of their obligations
hereunder
the
i
if
may
act
or
at the
expense of the Trust through
agents or attorneys
and the Trustees

attorneys faith and
shall
not be liable for the default or misconduct of such agents or

shall
such agents or attorneys
have been
selected
by the Trustees
in
good
and
faith
ii
may at
in
the
expense
of the Trust consult with counsel
accountants
in
other experts and shall not be liable for anything done suffered or omitted
good
by the Trustees
accountants
accordance
with the advice
or
opinion of any such counsel
or other experts
o
hereunder
shall
The rights privileges immunities and

its
benefits
given
to
each Trustee extended
right to
its
be indemnified
capacities
are
to and
be enforceable
by
such Trustee
in
each of
hereunder
p
Section
In
no event
specified
shall in
the Trustees be obligated to perform on behalf of the
Trust the actions
Section
508
The Trustees
504
Representations and Warranties of the Trustees
hereby represent and warrant as follows
a
Delaware
with
The Delaware Trustee hereby
represents
and warrants that existing
the
as
Delaware Trustee
has been duly organized and
is
validly
and
in
good standing
a Delaware banking corporation

full
with trust powers
under the laws of the State of

deliver
power
authority
and legal right under such laws to execute
and carry out

authorized
the
terms of this Trust Agreement
ii
this
Trust Agreement
has been duly Trust
executed
constitutes
and delivered by the Delaware Trustee a valid and binding obligation

in
and iii
this
Agreement
of the Delaware with

its
Trustee
enforceable against the Delaware Trustee equitable principles and bankruptcy
accordance
terms subject to
insolvency
moratorium receivership
and other
similar laws affecting the enforcement of creditors rights generally
hereby represents
is
and warrants that
the Property
Trustee has been duly organized and
Delaware banking corporation with
26NY
trust 125341704455
validly existing and in good standing as a
powers under
the
laws of the State of Delaware
Return
WMIPC_500002131.00029
CONFIDENTIAL
with full
power
authority
and
legal right
under such laws to execute

this
deliver
and carry
out the terms of this Trust Agreement authorized executed
ii
Trust Agreement
has been duly

this
and delivered by the Property Trustee

a valid and binding
and iii
Trust
Agreement
constitutes
obligation of theProperty Trustee enforceable with

its
against the Property Trustee in accordance
terms subject to equitable principles
and bankruptcy
the enforcement
insolvency moratorium receivership of creditors rights generally
and other similar laws
affecting
Section Successor
505
Resignation
and Removal of the Trustees Appointment
of
Trustees
a
by notice of
effect
its
Either or both of the Trustees
may at any
to
time resign as Trustee hereunder

to
or their election to do so delivered of a successor acceptance
the Grantor such resignation and the successor

as
take
upon the appointment

or successor that
in
Trustee or Trustees
Trustees provided
Trustees
of such appointment
hereinafter
provided
the event that any Trustee shall at any time cease of Section
to
be
eligible in
accordance
with the provisions

in
501
or
502
as
applicable
such Trustee shall
resign immediately
the manner and with the effect specified in this Section
b
to
Either or both trustees
may
at
any time be removed by the Independent

to
Manager by notice of such removal delivered

take effect upon the appointment Trustees
such Trustee or Trustees Trustee or Trustees
such removal
of a successor
and the successor provided
Trustees
or successor
acceptance
of such appointment as hereinafter
c
Trustees
as
In the event that either or both of the Trustees
acting hereunder shall at
any time resign or be removed

notice of resignation
the Grantor shall within 45 days after the delivery of the

as
or
removal
the case
may be
shall
appoint
a successor
Trustee or
which
If
shall
meet the
eligibility
requirements
set forth in
Sections
501 and 502
applicable
a successor
Trustee or Trustees
not have been appointed in 45 days a court of competent
the resigning or removed Trustee or Trustees

jurisdiction to
may
petition
appoint a successor
Trustee or successor
Trustees
and the expenses
of
such proceeding shall be borne by the Grantor Every successor deliver

to its
Trustee shall execute

its
and
predecessor
and
to
the Grantor an instrument

the
in
writing accepting
appointment
hereunder
and thereupon
resigning
or removed Trustee or Trustees shall

as
be
fully
released and discharged of the trusts and duties of the Trustee or Trustees hereunder and such successor Trustee or Trustees
applicable
without any further act or of

its
deed
shall
become and
fully
vested
with
shall
all
the rights powers duties and obligations

the
predecessor
for all
purposes
be
Trustee or Trustees
all
as
applicable
it
to
under this
Trust Agreement and such predecessor written request

transferring to
upon payment of
sums due
and on the
of the Grantor shall promptly execute such successor

all
and deliver an instrument hereunder

shall
rights
all
and powers of such predecessor

title
duly assign transfer
and deliver
rights
and
interest in
the Series
2006C
to
Company
successor
Preferred Securities and
any moneys or property held hereunder

a
list
such
and
shall deliver
to
such successor
of the Holders of
all
outstanding Trust
27NY125341704455
Return
WMIPC_500002131.00030
CONFIDENTIAL
Securities shall
and any other information contained

its
in to
the Register
Any
successor
Trustee
promptly mail notice of
appointment
the Holders
d
successor acceptance
Any
resignation
or renewal of either of the Trustees and appointment
of a
until
trustee
or trustees
this Section pursuant to trustee
505
shall
not become
as
effective
of appointment by the successor
or trustees
applicable
e
corporate
trust
Any
Person into or with which
either
of the Trustees
to all
may be merged
all
consolidated or converted business
or any Person succeeding

shall
or substantially
of the
of either Trustee of any document of Sections
be the successor
of such Trustee without such Person shall be
the execution
or filing
or any further act provided
eligible under the provisions
501 and 502
as
applicable
Section
timely notice to the Trustees
and the Paying Agent of any record date
for
the Series
2006C Company
with respect
to
Preferred Securities which record date shall become
the record date
the Trust Securities pursuant to Section statements
404
All notices
and
including
financial
required by law or by the Grantor
LLC
it
506
Trust Notices and Reports
The Grantor agrees
that
will
give
reports to
Agreement
shall
be
furnished to holders of the Series delivered

to
2006C Company
by the Clearing
be be the
the Trustees
for
and
to
the Holders of the Certificates which
shall initially
Clearing Agency
communication be
at
Agency
as
to
the Beneficial
will
Owners
the
Such transmission
Trustees request
will
the expense
of the Grantor
and the Grantor

the Trustees
provide
with such number of copies In addition the Trustees

as will
of such documents likewise transmit
may
reasonably such
at
the Grantors expense
other documents
may
be requested by the Grantor

of Trust
Section
507
Tax Status
a
Trustees
shall
Notwithstanding
of this Trust Agreement the
not have the power to vary the investment of the Holders within the Section
meaning of Treasury Regulation
177014c
hereto agree to use their commercially a grantor trust under the Code
b
reasonable
It
is
intended
and the
that
parties
efforts
to
ensure
the Trust shall constitute
and
shall
not be an Investment
Company
interests in trust for
c
Beneficial
Holders will be treated as owning

to treat
the Trust Estate

federal
and each
Holder hereby agrees
the Trust as a grantor

Securities
US
that
income tax and
purposes In purchasing the Trust
or any interest therein each Holder
Owner
agrees
treat
with the Grantor and the Trustees the Holders

for all
the Grantor the Trustees

interest
and the Holders

in
will
purposes
as
holders of an undivided
the Trust Estate including
the Series
2006C Company
Preferred Securities and will Preferred Securities as
not treat the Holders or the holders of the Series holders of an underlying
interest in
2006C Company
its
WMI
or any of
Affiliates
or in any other person
28NY
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d
and accurate
The Grantor
shall
be responsible
file
for
preparing any tax returns or reports of

tax returns
the Trust and hereby agrees to and prepare
any such
or reports in a timely
manner
Section
is
508
Appointment
authorized
to
of Grantor
if
to
File on Behalf of Trust The

it
Grantor
hereby appointed
and directed
the Grantor deems
necessary
appropriate or convenient pursuant to Section
take such action
as
the sponsor and agent of the Trust
3806b7
Act
without
any
further
action vote
or approval of any Trustee or any other Person

if
and any
of the following are hereby
confirmed
such action has been

to
taken
to
prepare or cause the preparation of an
offering circular relating execute
the offer and sale of the Trust Securities
ii
to file
and
on behalf of the Trust such applications

appointments of attorney for service
as
reports surety bonds
irrevocable
consents
of
process and other papers
and
documents
register
necessary the Trust Securities under or obtain for the Trust Securities an exemption
securities
the Grantor on behalf of the Trust
may deem
or desirable to
from
any
state
or
Blue Sky laws iii
to
execute
on behalf of the Trust such

with one or more underwriters
underwriting or purchase
or placement agent agreements

to the
or managers or placement agents relating execute
offering of the Trust Securities

for
iv
to
to
on behalf of the Trust any depository or agency agreements
the Trust
Securities execute
to
execute
on behalf of the Trust the Grantor
LLC
Agreement
to
vi
on behalf of the Trust the Exchange Agreement and vii the Trust any and all other documents and instruments as
papers connection with any of the foregoing
execute
on behalf of
may be
desirable in
Section
509
Indemnification
to
by
the
Grantor To the
the Trustees
fullest
extent permitted
by law the Grantor agrees
indemnify and defend
the Registrar and
Transfer Agent and the Paying Agent and their respective
directors officers
liability costs
employees and
and agents against and hold each of them harmless from any
expenses including reasonable attorneys fees that acceptance
may
arise
out of or in connection
duties in to
with such Persons Trust Agreement
and performance of
its
powers and
respect
of this
and the Grantor

arising
LLC
Agreement except with respect bad

faith
any such misconduct
Person on the
for part
any
liability
out of gross negligence
or willful
of such Person
Section
fees
510
Fees Charges and Expenses The Company

fee agreement charges or expenses
shall
be
liable for all
as
set forth in
a separate
of the Trustees
or any
agent of the Trustees
acting hereunder or of any Registrar and Transfer Agent or Paying

shall
Agent and no such fees charges or expenses provided that

otherwise
be payable by any other Person

for
if
the Trustees
incur fees
charges or expenses
which they
are
not
the Trust Agency Agreement in each case such Holder
at
the request of a Holder or other Person
or other Person will be liable for such fees charges

if
that
it
charges
for
is
Transfer Agent incurs fees
or expenses
if
liable
under Trust Agreement
or this
ii
the
Paying Agent or Registrar and not otherwise liable under
which
and expenses and

or
provided further
expenses
in
29NY
Section
the Grantor does not pay or cause to be paid such fees charges or this Section
509
510
or can only pay such fees charges
or
125341704455
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expenses the Series
in
a manner that would allocate such costs against the interests of the holders of Preferred Securities
this
2006C Company
WMB
will
pay such fees charges or

of this Trust
expenses The provisions of Agreement
Section
510
shall
survive
the termination
Section
511
Appointment
of CoTrustee or Separate Trustee

of this Trust Agreement at any time
a
and from time
jurisdiction shall in
Notwithstanding
to
time
for
the purpose of meeting any legal requirements of any

at
which any property of the Trust may and deliver
the time be located
the Trustees
have the power and may execute

to act as
all
instruments to appoint one or more or separate trustees of

for
all
Persons
cotrustee
or cotrustees or separate trustee

in to
or
any part of the Trust and to vest

benefit of the Holders such other provisions the Trustees
title
such Person or Persons in such capacity the Trust Estate or any part thereof
and
the
and
subject to the
of this Section
511
such powers duties obligations rights and trusts as or desirable
may consider 502 and no

shall
necessary
No
cotrustee
as
or separate trustee Property Trustee or
hereunder shall be required to meet the terms of eligibility under Section
successor
notice to the Holders of the appointment
of any cotrustee
separate trustee
be required
Each separate
act
trustee
and cotrustee shall
to
the extent permitted
by law
be appointed and
subject to the following provisions
and conditions
all
rights powers duties and obligations
conferred or imposed
shall
upon and exercised or performed by the Trustees

or performed
cotrustee cotrustee
by the Trustees
it
be exercised
or
and such separate
trustee
jointly
being understood that such separate trustee or

the
is
not authorized to act separately without such

in
Trustees
joining
in
act
except
to
the extent that under any laws of any

act
jurisdiction
which any
particular
or acts are to be performed

to
the Trustees
act
shall
be incompetent or unqualified event
perform such
or acts in which
such rights powers duties and

title
obligations
including
the holding of
to the
Trust or any
portion thereof in any such jurisdiction shall be exercised and
performed singly by such separate

at
trustee
or cotrustee but solely
the direction
of the Trustees
ii
the Trustees
shall
not be personally
liable
by reason of any and
act
or
omission of any separate trustee
or cotrustee
iii
the Trustees
may
at
any time accept the resignation or removal of

or cotrustee
any separate
trustee
c
deemed
to
Any
notice request or other writing given to either Trustee

to
shall
be and any
have been given

as effectively
each of the Trustees given to each of
and
to
the then
separate trustees appointing
30NY12534
1704455
if
cotrustees
as
them Every
instrument
Return
WMIPC_500002131.00033
CONFIDENTIAL
separate trustee or cotrustee
shall refer to this
Trust Agreement Each

shall
separate
trustee
and cotrustee upon

or property specified separately
as
its
acceptance
of the trusts conferred
be vested
with the estates or
in its
instrument of appointment therein subject to every provision

all
either jointly
with the Trustees of this Trust

relating to
may
be provided
of the provisions
Agreement
conduct
specifically affecting
including
the
of
the liability
of or affording and
a
protection
to
the
Trustees
to
Every such
instrument shall be filed with the Trustees
copy thereof given any time
the Grantor
d
as its
Any
separate
trustee
or cotrustee
may
to this shall
at
constitute
any Trustee
agent or attorneyinfact
to
with full
power and authority to the extent not prohibited

Trust Agreement
by law
in its
do any lawful
If
act
under or in respect
trustee
its
on
its
behalf and
name
any separate
all
or cotrustee
die become
incapable
of acting
in
resign or be removed
of
estates properties rights remedies and trusts shall vest

to the
and be exercised
of a
by
the
Trustees
extent permitted by
law
without the appointment
new
or successor separate trustee
or cotrustee
ARTICLE
VI
AMENDMENT AND TERMINATION

Section
601
Supplemental Trust Agreement
a
into
The Grantor and the Trustees
may
at
anytime and from time
to
time enter of
one or more agreements
supplemental to this Trust Agreement
without the consent
the Holders
to
evidence
the succession
of another
entity
to
the Grantor
and the
assumption by any such successor of the covenants herein contained
of the Grantor
ii
to
add
to
the covenants
to
of the Grantor for the benefit of the
Holders or
surrender any right or power herein conferred upon
the Grantor
iii
to correct
or supplement any provision with
herein which
may be
defective or inconsistent
any other provision

to
herein or
to
make any
arising
other provisions with respect
matters or questions
that
under this Trust Agreement
provided
any such action
taken
affect
under this subsection

the interests
iii
shall
of the Holders
iv
to
change
the name of the Trust including necessary to

to the
the removal the
of
Washington Mutual
make
name
of the Trust
if
consistent with a change
name of
WMI WMB
and the
Grantor or
to
cure
any ambiguity or
correct
any manifest error
31NY125341704455
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Any
other amendment or agreement supplemental hereto must be in
writing and approved
by Holders of a majority
outstanding
by
aggregate
liquidation
preference
of
the Trust Securities then
provided
that for the purpose of such approval any
Trust Securities that are directly or indirectly held or beneficially University Street the Grantor they were not outstanding or any of their respective Affiliates
owned by
shall
WMI
as
c
relying
to
The Trustees
an officers
shall
be
entitled
to
receive
and
shall
be
fully
protected
in
upon
certificate
and an Opinion of Counsel delivered by the Grantor

of any amendment or agreement supplemental or permitted
the Trustees
stating that
the execution
is
hereto pursuant to this Article VI

it
that will
authorized
by
this
Trust Agreement
be valid and binding upon the Grantor Subject
to
the preceding sentence

if
Trustees
shall
sign such amendment or agreement supplemental hereto
the same does
not materially adversely affect the rights duties liabilities
or immunities of the Trustees
The Trustees
supplemental
may
but shall not be obligated to execute the Trustees
any amendment or agreement

or immunities
hereto that affects
own
rights duties liabilities
under this Trust Agreement or otherwise
d
Section
The Trustees
shall
notify the Paying Agent within a reasonable
and the Holders of any such
amendment of the Trust Agreement
period of time
602
The Trust
Termination
a
been paid which a
in final
shall
be dissolved on the
earliest to
occur of
i
iii
the date that thereof has the date on
if
be
treated
and
the
all
outstanding Trust Securities have been redeemed and the redemption full
price
ii
upon the occurrence

has been
of a Conditional Exchange
in
distribution
made
respect
of the Series has
and delivery of such

of judicial
distribution
2006C Company been made to the Holders
iv
the entry of a decree
dissolution
jurisdiction and Section
of the Trust by a court of competent

is
the date on which the Grantor
dissolved
as
contemplated in
403
b
performed
shall in
The dissolution winding up and termination

accordance with Section 3808
to
of the Trust shall be

affairs
Act and
the Trustees
have the power and authority
wind up the
of the Trust in accordance
therewith
c
cancellation
as responsibilities
This Trust Agreement
shall
terminate upon the filing
of a certificate
of
provided in Section 3810 of the Statutory Trust
Act and upon

and
shall
termination
of the Trust in accordance
with the foregoing the respective obligations
of the Trustees
and the Grantor created hereby
terminate
The Trustees
shall
notify the Paying Agents and the Holders of any such within a reasonable period of time
amendment or termination
of the Trust Agreement
32NY
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ARTICLE
VII
MISCELLANEOUS
Section Grantor executed
701
Counterparts This Trust Agreement

in separate
shall
may be
executed
by the
and the Trustees and delivered
counterparts
each of which
all
counterparts
when
so
be deemed
an original but
such counterparts taken
together shall constitute one and the same instrument Copies of this Trust Agreement
shall
be
filed
with each of the Trustees and shall be
open
to
inspection during business
hours at the Corporate Office by any Holder
is
Exclusive
of
Section
702
Benefits
Parties This Trust Agreement
for
the
their
exclusive benefit of the parties hereto and the Holders of the Trust Securities respective successors
and
and assigns and
shall
not be deemed
to
give any legal or equitable
right remedy or claim to any other Person whatsoever
Section provisions
of
703
Invalidity
Provisions In case
any one or more of the

should be or
contained in this Trust Agreement

illegal
or in the Trust Securities
become invalid
enforceability prejudiced
or unenforceable
in
any respect
the validity legality and
of the remaining
provisions
hereof or thereof shall in no
way be
affected
or disturbed thereby
Section
704
Any
to
Notices
a
shall
notices
to
be given
to
the Grantor hereunder shall be in writing and personally delivered or sent by mail by
if
be deemed
have been duly given

addressed
to
courier or by telecopier 1301 Second

Attention
LLC
Mutual
Avenue
Seattle
WA
98101
Secretary of Washington
Preferred Funding
as
LLC
Tel 2065004347
Fax 2063772236
or at such other address
the Grantor
may Any
give notice to the Trustees
b
personally
notices to be given to either Trustee or the Trust hereunder or under

if
to
the Trust Securities shall be in writing and shall be deemed delivered
have been duly given

addressed
to at
or sent by mail by courier or by telecopier
II
Washington
Mutual Preferred Funding Trust

Attention
co
Wilmington Trust Company Tel 3026511000
the
Corporate Office
Corporate Trust Administration
Fax 3026364140
Grantor
or at such other address as the Trustees
may
give notice to the
and
to the
Holders
c
Clearing
parties
For so long as the Trust

to
Securities
remain
in
the form of Global

to
Certificates notices
Holders
shall
be given by delivery of the relevant notice

securities
the
Agency and any other relevant
clearing systems identified

to entitled
to
the
hereto in writing for communication
by each of them
participants
d
when
the same
Delivery of a notice sent by mail shall be deemed

is
to
be effected
at
the time
33NY
125341704455
deposited
postage
prepaid in a post office
letter
box
Delivery of a
Return
WMIPC_500002131.00036
CONFIDENTIAL
notice personally time

is
delivered or sent by telecopier shall be deemed
to
be effected
at
the
received
it
Section agents
to act in shall
705
Trustees
for
Agents The Trustees

for
may from
time to time appoint
any respect
the Trustees
for
the purposes
of this Trust Agreement The

it
Trustees
have no
will
liability
the acts
or omissions of agents
prior
selected
by
with due
care The Trustees
notify the Grantor
to any such appointment
Section executed
706
Holders Are Parties Notwithstanding

this
that
Holders have not
and delivered
Trust Agreement
all
or any counterpart thereof the Holders from hereof and of the Trust
time to time shall be bound by

Securities
of the terms and conditions
by acceptance
of delivery of the Trust Securities
Section Securities
707
all
Governing
Law
and
rights hereunder
This Trust Agreement and the Trust and thereunder and provisions hereof and
in accordance
thereof shall be governed of
by
and construed
to principles
with
the law of the State
Delaware without regard

Section
of conflict of
laws
708
Headings
inserted for
The headings
convenience
of articles and sections
of this Trust
Agreement
this
have been
only and are not to be regarded as part of of any
Trust Agreement contained
or to have any bearing upon the meaning or interpretation
provision
herein
Section
shall
709
Trust Securities
liable for
Non Assessable and
Fully Paid The Holders
not be personally
obligations
of the Trust the interests in the Trust

for
represented by the Trust Securities shall be nonassessable
any
losses
or expenses
for
of
the Trust or for any reason whatsoever subject to the obligations
of Holders
Securities shall
any
payment obligations under

thereof by the Trustees
this
Trust
Agreement
and the Trust

are
pursuant to this Trust Agreement
and
upon delivery be deemed fully
paid
Section
right to
710
No
Preemptive
Rights
No
Holder
shall right
be
entitled
as
a matter of
subscribe for or purchase or have or additional

interest in
any preemptive
with respect
to any part
of any
new
the Trust whether or by
now
or hereafter authorized and
whether issued for cash or other consideration
way
of distribution
Section including
711
Survival The
its
rights
and protections of each Trustee hereunder

expense reimbursement
without
limitation
services
right to
defense indemnity
shall
and
compensation
for its
hereunder
survive resignation
this
or removal of either or
both of the Trustees
and the termination of the Trust and
Trust Agreement
Section
712
Concerning
in
the
Trustees
Unless otherwise
expressly provided
the documents executed
connection
shall
with the transactions contemplated hereby by a
representative of either Trustee

its
be deemed
executed
by such Trustee acting not
in
34NY
case
shall
individual capacity
but solely in
its
capacity as Trustee on behalf of the Trust In no or additional

trustee
such Trustee
or any
entity
acting as successor
or any of
125341704455
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WMIPC_500002131.00037
CONFIDENTIAL
their
respective representatives or agents be personally warranties covenants
liable
for or on account
of any of
to
the statements representations the Trust or any other Person
or obligations
of or pertaining
Section irrevocably respect
713
Submission
to
Jurisdiction
legal
Each of the Trust and the Grantor

against
it
consents
and agrees
that
any
action suit or proceeding
with
to its
obligations liabilities
or any other matter arising out of or in connection brought

in
with this Trust Agreement courts of the United

States
may be
this
the courts
in
of the State of
New
York or the
of America located
The City of New York Until amounts been paid each of the Trust and
of
due and
to
become
due under
Trust Agreement have
the Grantor hereby irrevocably each such court in
consents generally
and submits to the nonexclusive jurisdiction and unconditionally

of
its
personam
with respect
to
any such
action suit or proceeding for itself and in respect Service of process
properties assets and revenues

suit
upon the Grantor
in
any such action
or proceeding shall be
made
to National Corporate Research
LTD
615 South Dupont Highway Dover
DE 19901
to
Each of the Trust and the Grantor hereby irrevocably

fullest
and unconditionally waives
the
extent permitted
it
by law except
as otherwise
provided for in this Trust the laying of venue

States
Agreement
located
any objection which

aforesaid actions
in
may now
or hereafter have
in
to
of any of the
suits
or proceedings brought
the United of
Federal courts
The City of
New
York or the courts of the
State
New
York and hereby further
irrevocably
that
and unconditionally
suit
waives and agrees not to plead or claim in any such court

in
any such action
or proceeding brought
any such court has been brought
in
an
inconvenient
this
forum The provisions
of this Section
713
shall
survive
any
termination of
Trust Agreement
Section
714
in
Waiver of Jury Trial Each of the Trust Grantor and the Trustees
to
hereby irrevocably
right to trial
waives
the fullest
extent permitted
by applicable law any and
all
by jury
any legal proceeding arising out of or relating to this Trust

transactions
Agreement the Trust Securities or the
contemplated hereby
35NY
125341704455
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WMIPC_500002131.00038
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this
Trust Agreement
is
IN
WITNESS
WHEREOF
executed
as
of the date
first
written above
WASHINGTON MUTUAL PREFERRED F NDIFG LLC

Grantor
as
By
Name
Title
Petl r
r ilinger
ice
Servo
President

not in its individual capacity but solely as
Delaware Trustee
By
Name
Title

not
in
its
individual capacity but solely as
Property Trustee
By Name
Title
AR
Trust
Agreement
of the Trust
Return
WMIPC_500002131.00039
CONFIDENTIAL
this
Trust
Agreement
is
IN WITNESS
written
WHEREOF
executed as of the date
first
above
WASHINGTON MUTUAL PREFERRED FUNDING LLC

Grantor
as
By
Name
Title
Peter Freilinger
Senior Vice President
WILMINGTON
not
in
its
TRUST
COMPANY
but solely as
individual
capacity
Delaware
Trustee
By Name
Title
Michele Financial
Marra Officer
Services
WILMINGTON
not
in
its
TRUST
COMPANY
but solely as
individual
capacity
Property
By Name
Title
Michele Financial
Harra Officer
Services
AR
Trust
Agreement of the Trust
Return
WMIPC_500002131.00040
CONFIDENTIAL
WASHINGTON MUTUAL BANK

solely
for the limited purpose set forth in
Section
510
By
Title
'2
Name
Robert
Williams
Senior Vice President and Treasurer
AR
Trust
Agreement
of the Trust
Return
WMIPC_500002131.00041
CONFIDENTIAL
ibitA
: :", ~ .. .
,
'
./
Return
WMIPC_500002131.00042
CONFIDENTIAL
Exhibit
IS ONE OF THE FIXEDTOFLOATING RATE NONCUMULATIVE TRUST SECURITIES TRUST SECURITIES ISSUED BY WASHINGTON MUTUAL PREFERRED FUNDING TRUST THE TRUST THE ISSUER OF THIS SECURITY HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE US INVESTMENT COMPANY ACT OF 1940 AS AMENDED THE INVESTMENT COMPANYACT AND THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933 AS AMENDED THE SECURITIES ACT AND NEITHER THIS SECURITY NOR ANY BENEFICIAL INTERESTS HEREIN MAY BE OFFERED SOLD PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION 2a51 OF THE INVESTMENT COMPANY ACT AND THE RULES AND REGULATIONS THEREUNDER QUALIFIED PURCHASER ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A PERSON WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AN ELIGIBLE PURCHASER AND EACH SUCH PERSON AND ACCOUNT FOR WHICH SUCH PERSON IS PURCHASING IS NOT A BROKERDEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT ITS AFFILIATED IS PERSONS NOT A PLAN REFERRED TO IN PARAGRAPH OR OF RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES OF SUCH PLAN WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE TRUST WILL HOLD AT LEAST $300000 LIQUIDATION PREFERENCE OF TRUST SECURITIES ie AT LEAST THREE TRUST SECURITIES AND IF IT TRANSFERS ANY INTEREST IN ANY TRUST SECURITY WILL TRANSFER AT LEAST $100000 LIQUIDATION PREFERENCE OF TRUST SECURITIES ie AT LEAST ONE TRUST SECURITY IN THECASE OF EACH INITIAL INVESTOR AND WILL HOLD AND TRANSFER IF IT TRANSFERS ANY INTEREST IN ANY TRUST SECURITY AT LEAST $100000
THIS SECURITY
PERPETUAL
II
a1iD
a1iE
a1iF
LIQUIDATION PREFERENCE OF TRUST SECURITIES ie AT LEAST ONE TRUST SECURITY IN THE CASE OF EACH SUBSEQUENT INVESTOR AND UNDERSTANDS THAT THE TRUST MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THIS SECURITY FROM ONE OR
MORE BOOKENTRY DEPOSITARIES EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE AMENDED AND RESTATED TRUST AGREEMENT OF THE TRUST THE TRUSTAGREEMENT AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN EXCEPT TO AN ELIGIBLE PURCHASER WHO CAN MAKE THE SAME REPRESENTATIONS AND AGREEMENTS ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT
NY 125341704455
Return
WMIPC_500002131.00043
CONFIDENTIAL
PURCHASING ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY HEREIN THAT IS IN BREACH AT THE TIME MADE OF ANY TRANSFER RESTRICTIONS SET FORTH HEREIN OR IN THE TRUST AGREEMENT WILL BE VOID AB INITIO IF AT ANY TIME THE TRUST DETERMINES IN GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN IS IN BREACH AT THE TIME GIVEN OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH
IS
BENEFICIAL INTERESTS
HEREIN THE TRUST SHALL CONSIDER THE ACQUISITION OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID OF NO FORCE AND EFFECT AND WILL NOT AT THE DISCRETION OF THE TRUST OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST ITS AGENT FOR OF TRANSFER EXCHANGE OR PAYMENT THE TRANSFER ANY OTHER INTERMEDIARY IN ADDITION THE TRUST OR AGENT OR THE TRANSFER AGENT MAY REQUIRE SUCH ACQUIRER OR BENEFICIAL OWNER TO SELL THIS SECURITY OR SUCH BENEFICIAL INTERESTS TO AN REGISTRATION
ELIGIBLE
PURCHASER
NO SECURITY MAY BE PURCHASED OR TRANSFERRED TO I AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 33 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 AS AMENDED ERISA WHETHER OR NOT SUBJECT TO ERISA AND INCLUDING WITHOUT LIMITATION FOREIGN OR GOVERNMENTAL PLANS II A PLAN ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 AS AMENDED THE CODE OR III ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN IN SUCH ENTITY EACH OF THE FOREGOING A BENEFIT PLAN INVESTOR EXCEPT FOR AN INSURANCE COMPANY GENERAL ACCOUNT THAT REPRESENTS WARRANTS AND COVENANTS THAT AT THE TIME OF ACQUISITION AND THROUGHOUT THE PERIOD IT HOLDS THE SECURITIES I IT IS ELIGIBLE FOR AND MEETS THE REQUIREMENTS OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 9560 II LESS THAN 25 OF THE ASSETS OF SUCH GENERAL ACCOUNT ARE OR REPRESENT ASSETS OF A BENEFIT PLAN INVESTOR AND III IT IS NOT A PERSON WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF WAMU DELAWARE OR ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE DIRECT OR INDIRECT WITH RESPECT TO SUCH ASSETS OR ANY AFFILIATE OF SUCH A PERSON AND WOULD NOT OTHERWISE BE EXCLUDED UNDER 29 CFR 25103101F1 IN ADDITION EACH PURCHASER OR TRANSFEREE OF THIS SECURITY WILL BE REQUIRED TO REPRESENT AND WARRANT OR IN CERTAIN CIRCUMSTANCES WILL BE DEEMED TO REPRESENT AND WARRANT THAT FROM THE DATE OF THE PERIOD OF HOLDING THIS ACQUISITION AND THROUGHOUT
A2
NY125341704455
Return
WMIPC_500002131.00044
CONFIDENTIAL
IT IS NOT A GOVERNMENTAL PLAN FOREIGN SECURITY EITHER CHURCH PLAN OR OTHER PLAN SUBJECT TO LAW THAT IS
PLAN
SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE SIMILAR LAW OR ITS PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE OR RE SULT IN A NONEXEMPT
VIOLATION
If
OF SIMILAR
is
LAW
a Global Certificate includeUNLESS
the Certificate
THIS SECURITY
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE TRUST COMPANY A NEW YORK CORPORATION
OF THE DEPOSITORY
TO THE TRUST OR THE TRANSFER AGENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE CO OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE
DTC
CO OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC ANY TRANSFER PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
TO CEDE
IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF CEDE HAS AN INTEREST HEREIN
CO
A3
NY
125341704455
Return
WMIPC_500002131.00045
CONFIDENTIAL
.:.
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.ExhlbftB' ExhibitB
Return
WMIPC_500002131.00046
CONFIDENTIAL
Exhibit
FORM OF FACE OF TRUST

No
SECURITY CERTIFICATE
Number CUSIP
of Trust
Securities
No
FUNDING TRUST
II
WASHINGTON MUTUAL PREFERRED TRUST SECURITIES

This Trust Securities Certificate
registered
certifies that set forth
is
the
Holder of
the
number of Trust
Securities
above Each Trust Security

II
are
represents
a beneficial interest in Washington having a liquidation preference

of
the
Trust
$100000 The
Trust Securities
transferable
on the Register of the Trust by the
Registrar
and Transfer Agent upon any

in
surrender to the Property Trustee of such Trust Securities authorized attorney duly endorsed
transfer
person or by a duly instrument of
or accompanied
by a properly executed
or endorsement
together with evidence

in
of the payment of any transfer taxes as
may be
defined
required by law as provided
Section
303b
of the Trust Agreement as and other
below The
designations
rights privileges restrictions preferences
terms and provisions of the Trust Securities are set forth in and this certificate and the Trust Securities represented terms and provisions of
as the
hereby are issued and shall in
to
all
respects
be subject
the
Amended and
the same
Restated Trust Agreement
of the Trust dated
of December
13 2006 as
may
be amended and restated from time to time

as
the
Trust Agreement including

therein
the designation of the terms of the Trust Securities

in the
set forth
All capitalized terms used herein that are defined

the
Trust
Agreement have
meaning
set forth
therein
Section
to
408
of the Trust
Agreement provides for

shall
the
procedures
pursuant
which each Trust Security then outstanding
be exchanged
the
automatically for a
occurrence
of an Exchange
Event
A
the
copy of
the
Trust Agreement
is
if
Like
Amount
of newly issued Depositary
Shares
OTS
so directs upon the
available
for
inspection at the offices of
Property Trustee
Upon
Agreement and
is
receipt
of this Certificate the Holder the benefits thereof
is
bound by
the
Trust
entitled to
NY 125341704455
Return
WMIPC_500002131.00047
CONFIDENTIAL
IN
Certificate
WITNESS
WHEREOF
the Trust has executed
this
Trust Securities
WASHINGTON MUTUAL PREFERRED

FUNDING TRUST
II
By
Wilmington Trust Company not
in its
individual capacity but solely as Property Trustee
By
Name
Title
Date
B2
NY
125341704455
Return
WMIPC_500002131.00048
CONFIDENTIAL
ABBREVIATIONS The when

used in the inscription on the face of this according to
following abbreviations
instrument shall be construed as though they were written out in full applicable laws or regulations
TEN
COM
ACT
as
tenants
in
common
UNIF GIFT MIN
Custodian
custminor
Under Uniform
Gifts to
Minors Act of
TENANT
JT
as
tenants
by the
entirety
TEN
as joint in
tenants
with right of survivorship
and not
as
tenants
common
also be used though not in the above
Additional abbreviations
may
list
FOR VALUE RECEIVED

transfers unto
the undersigned hereby
sells assigns and
Please
insert
Social Security or Taxpayer
ID
or other Identifying
Number
of Assignee
Please
print
or type
name and
address including
Postal Zip
Code
of Assignee
the Trust Securities Certificates
and
all
rights
thereunder
hereby irrevocably
constituting
and appointing attorney

Certificates
to transfer full
said Trust Securities

substitution in
on the Register of the Trust with
power of
the premises
B3
NY
125341704455
Return
WMIPC_500002131.00049
CONFIDENTIAL
Dated
Signature
NOTICE
The signature to
this
assignment
as
must correspond with the name upon the face of Trust Securities
it
appears
in
Certificates
every particular without alteration enlargement or any change
or
whatsoever
Signature Guarantee
B4
NY125341704455
Return
WMIPC_500002131.00050
CONFIDENTIAL
C ExhlbitC
Exhibit
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Return
WMIPC_500002131.00051
CONFIDENTIAL
Exhibit
FORM OF ASSIGNMENT
FOR VALUE RECEIVED
unto the undersigned hereby sells assigns the Certificate
Securities
and
transfers
and
all
rights
and
interests
represented
by the Trust
evidenced
thereby and hereby irrevocably
constitutes
and
appoints attorney
full
to transfer in
the same on the Register of the withinnamed the premises
Trust with
power of
substitution
Signature
NOTE
written
The signature
to this
assignment
as
must correspond with the name upon the face of the

in
Certificate alteration
every particular without
or
enlargement or any change
whatever
Dated
Signature Guarantee
C1
NY
125341704455
Return
WMIPC_500002131.00052
CONFIDENTIAL
F
Exhibit D /EXIlibitD:'
--,. .
('
Return
WMIPC_500002131.00053
CONFIDENTIAL
Exhibit
CERTIFICATION AS TO
US
PERSON STATUS
Restated
Pursuant
to
Section
406b
of the
Amended and
II
Trust Agreement voting a
of
Washington
available
is
that to
the Trust
Agreement
only Person
rights
Holders under the Trust Agreement
may be
exercised
by
US
Person
a Beneficial
Owner
of a Trust Security or by a
for
US
acting as irrevocable
is
agent
with discretionary
powers
the Beneficial
Owner
US
of a Trust Security that
not a
Person
Pursuant
to
Section
406
of the Trust Agreement the undersigned
'Q
Holder
'Q
it
to the
agent for the Holder
named below
hereby certifies
Trust
that
is
An
individual
citizen
or resident of the United
Yes
No No
M
'Q 'Q 'Q
States
A
in
corporation
company or partnership organized

States
Yes
'Q 'Q 'Q
or under the laws of the United
or any
state
thereof or the District of Columbia subject to United
is
3 4
An
estate the income of which
F1
Yes
No No
States
Federal income tax regardless of source with respect to which

is
States
A trust
United
a court within the
Yes
able to exercise primary
supervision over the administration of the trust and
one or more
control
all
US
persons
have the authority
to
substantial
decisions of the trust
agent
US
Person
if
Complete
applicable
as its
The undersigned Holder hereby appoints insert name of

agent with discretionary
it
irrevocable
rights
powers
to
exercise on
such Holders behalf the voting
available to
under
the
Trust Agreement
if
Complete Holder
as its
applicable
The undersigned has been appointed powers pursuant
by insert name of
to
irrevocable
agent with discretionary
Section
406b
of
the Trust Agreement
All capitalized terms used herein that are defined in the Trust Agreement
have the
meaning
set forth
therein
Signature
D1
NY
125341704455
Return
WMIPC_500002131.00054
CONFIDENTIAL
$ 500,000,000
Washington
Automatically

Non- cumulative
Specified Stock
Fixed-to-Floating Rate Perpetual
Trust Securities into Inc. a

Non-
Exchangeable
in
Circumstances
Depositary Shares representing Preferred

The
Trust (the Fixed-to- Floating
of
Washington Mutual,
$100,000
III,
Rate Perpetual
the
Non- cumulative
Trust
Securities, liquidation
preference
per security Rate
III
(
each,
Security,
and
of
collectively,
Trust
Securities),
Washington
preference
Mutual Preferred Funding
Trust
a Delaware
statutory trust Perpetual Preferred

will
in
Trust),
offered
hereby represent undivided
beneficial liquidation
ownership interests
limited
like
amount
(
of
Fixed-to- Floating
A,
cumulative Securities assets
Preferred Securities, Series
2007-
$ 1,000 per
security
the
Series (the
2007-
A Company
The
of
),
Washington
Mutual Preferred Funding 2007the
LLC, a Delaware
liability
company
Company).
Trust
have no
or
by
A Company Preferred Securities. The Trust will pass through dividends paid and redemption and Company the Series 2007- A Company Preferred Securities distributions and redemption and liquidation payments on the Trust Securities. The Companys material assets consist indirect interests mortgages, mortgage- related assets originated acquired Washington Mutual Bank WMB), cash and other permitted investments as described herein.
other than the Series
by
liquidation
payments
made
as
on
as
in
of
3by
will
of
at
of
if,
Dividends Managers
out
on the Series
2007-
A Company Preferred
an annual 2007,
rate preference 15,
Securities
be payable
arrears
when,
and
declared
the
Companys Board
to,
legally available
funds,
6.895%
quarterly the
but
not including,
June 15, 2012,
and
if is
month
USD LIBOR
in
plus
in
1.755% thereafter,
Dividend applicable
on the liquidation
Date).
per security,
on March 15, June 15, September
in
or,
Payment
quarter.
Dividends
are noncumulative,
which
means
if
each year, commencing
on September
each case,
next that
Business
holders
Day
any such
receive
day them
not they
and December Business Day ( each, a

the
will
not
are not declared
as of
so
If
the
Office
Thrift Supervision herein,
together
with
any successor
regulator,
the
OTS)
directs
following
the
occurrence
a
of
an amount
of
the
for
15
15
of
with the
Exchange Washington
Event
described
each Trust Security
will
automatically
exchanged
for depositary
shares representing
like
Mutual,
Series
Inc.
WMI)
Series
M Perpetual
Non- cumulative
will fifth
Fixed-to- Floating
Rate Preferred
Stock.
or
in
in
at
The
Dividend
the
2007-
A Company
in
occurring
of at
Preferred
Securities
be redeemable,
anniversary
ii)
whole
part,
the option
the a
Company on
redemption
the
Payment Date
June 2012
and each
thereafter ( each
Five- Year Date)
price
equal
of
in
in
at
of
be
in
S.
U.
the option the Company any Dividend Payment Date that Company Act Event, a Rating Agency Event a Regulatory Capital Event ( each described herein) a redemption price equal the sum ( $ 1,000 per Company Preferred Security plus ( any the redemption date plus ( such event and related redemption occur prior the Dividend Payment declared and unpaid dividends Date June 2012, a Treasury-based make whole amount. The Company may also redeem the Series 2007- A Company Preferred Preferred Securities
will
redeemable,
whole but not

Event,
part,
on
sum Company
is
not
i)
$ 1,000 per Company
to
Preferred Security
plus
any declared
the
redemption date.
The Series 2007- A
a Five-Year
Date upon the occurrence
a Tax
an Investment
x)
or
of
z) if
to
or
at
to
y)
as
at
of
to
Securities
on any Dividend 1,000 per
Payment based
Date
that
not
a Fiveii)
Year Date, whether
before
after
June 2012,
a redemption price equal LIBOR-based

iii)
of
i)
sum
which
Company
Treasury-
Preferred Security
plus
for
any declared
price
and unpaid
3-to
dividends
the
redemption date plus (
a make- whole,
whole dividends subject
or
S.
to
U.
will
be a
make
to
whole
any redemption
prior
will
June 2012
month
USD
make
be
any redemption
after
June 2012.
each case, the redemption

prior
be calculated
without
accumulation
of
In
any undeclared
will
of
to
respect
Dividend
Payment Dates
the redemption date.
of
to
to
prior approval
the
OTS. The Companys
right
redeem the Series 2007- A

Capital
prior
May
24,
2017,
is
Any redemption the Company Preferred Company Preferred Securities,

described
individual
Securities
in
limited
obligations
set forth
the
Replacement
Covenant
in
by
its
this
offering
circular.
or
in
in
The
Trust
Trust
Securities the
initial
will
issued
only
bookentry form.
Each
purchaser
group
of
be
affiliated
purchasers
preference
that
acquires
at
Securities
offering
will
must acquire
least
three
Trust
Securities
having
aggregate liquidation system.
of
an
$300,000.
The The
government
Trust
Securities
not
listed
any securities
exchange
or
be
on
automated
dealer quotation
or
or
to
also
to
is
securities
offered
hereby
are not
insured
guaranteed
the
Federal Deposit
Insurance
Corporation
any other insurer
agency
or
instrumentality.
See Risk Factors beginning

securities offered
on page
for
a description
the risk factors
you should consider before you
in
of
18
invest
the
hereby.
Offering The
Securities securities Act), offered
Price:
$100,000.00
per Trust Security
as
U. S.
of
be
hereby
Act)
have not been and
will
not
registered
under
the
Securities
Act
1933,
amended
( the
to
and are being offered

Securities (the
and sold only

Qualified
persons that are both

(within the
Buyers
( within
the meaning Investment
2(
of as of
in
Rule
of
on
1940,
Investment
are Act provided Investors.
Company Act)),
notified that
an
144A under the amended 5

the
toU. S.
of
of
and
Purchasers
the seller
meaning
Section
a)(51)
the
Company
of
Act
reliance
exemption from registration pursuant
Rule 144A. Prospective

the restrictions
of
Section
Securities
Rule 144A.
The
in
purchasers described
trust securities
hereby
the
trust securities
may
relying
the
exemption from the provisions

with
by
securities
are not transferable
except
accordance
under Notice
to
to
The
S.
Bank
A./
of
Initial
Purchasers expect as operator
deliver
the Trust
Securities
through
the
facilities
The Depository
Trust
inN.
V.,
the
Euroclear
System, and Clearstream Banking,
socit 24,
anonyme,
as participants
Company,
each case against payment
New
York,
New
or
in
York,
on
about
May
2007.
Sole Structuring
Coordinator
and
Joint
Bookrunner
Goldman, Sachs
Joint
& Co.
UBS
Investment
Bookrunners
Lehman Brothers
Co-Managers
in
of
Company and Euroclear The Depository Trust
Bank
Credit Suisse
Keefe, Bruyette
& Woods
Wachovia
JPMorgan
Securities
Morgan
Stanley
Offering Circular
dated
May
21, 2007.
of
be
on
or
by
U. S.
to
of
be
Return
WMIPC_500002168.00001
CONFIDENTIAL
confidential.
You are authorized the securities
to
is
use this offering circular
solely for
the
in
of
of
purpose
University
considering
Inc.
the purchase
described
this
offering
circular.
WMI, WMB,
Street,
University
Street), the
Company, the
II
Trust,
Washington
with
Mutual
Home
I,
the
Equity
Trust I
Asset Trust
I),
2006-
OA1
no
WAMU
Asset Trust
and, together
Asset Trust
Asset
Trusts),
circular.
and The
other
Initial
sources
identified
herein have provided
the information
warranty,
contained
in
this offering
as
or
or
Purchasers
make
or
representation
express
to
implied,
the
in
or
accuracy
completeness
such information, and nothing contained
this
offering circular
by
be
shall
relied
upon
as,
a promise
representation
the
Initial
Purchasers.
disclose
You
may
of
not reproduce contents the

offering
in
in
or
or
or
the the the
of
is,
distribute
this
offering circular,
whole
part,
and you may not
any
the
or
this offering
circular
use any
information
herein for any purpose
other
than considering
delivery
by
of
purchase
circular.
You agree
the foregoing
accepting
of
to
this
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY A CRIMINAL OFFENSE.
IS of
The
distribution jurisdictions this offering circular
and the offering and sale
of
the securities
offered
hereby
in
certain
may
II to
by
be
restricted
Initial
law.
WMI, WMB,
University
Street,
the Company, the Trust,

this
I,
Asset Trust
offering circular
Asset Trust
and the
Purchasers require persons into whose possession about and

invitation
circular
comes
inform
themselves
to
observe
any such restrictions. This offering
or
an
of,
to
does not
constitute
offer
an
purchase, would
any
of
the securities
offered
in
in
or
hereby
any
jurisdiction
which such
offer
invitation
be
unlawful.
to
Notwithstanding
anything
herein
the contrary, each investor
and each employee,
representa-
or
to
of
tive,
agent
any investor)
may
of
disclose
any and
persons, without limitation herein and

all
of
all
any kind, the
tax
treatment
and
tax structure
the transactions
that
contemplated
of
materials
any kind
or
to
( including
opinions
other
tax analyses)
are provided
the investors
to
relating
such tax
treatment treatment
extent
and tax
structure.
However, any information remain confidential

( and
to
relating the
the United States federal income tax sentence

will
or
tax structure
will
foregoing
not
apply) laws.
to
reasonably
tax
necessary
enable any person
to
comply with applicable
securities
purpose,
structure
treatment
means United States
or
federal
state
income tax treatment,
and tax
or
to
to
For this
means any
facts relevant
the United States federal
state
of to
transactions
contemplated the issuer
herein but does not include information relating any assets underlying the securities,
the identity
their
of
the issuer
affiliates
or
of
of
the
securities,
any
respective
that
are offering the securities.
or
No
tions
person
has been authorized
to
to
give
any information
make any
representations
other
in
or
this offering
circular,
if
than those contained
and,
given
made, such
or
information
representaStreet,
of
must not be
relied
upon as having been
authorized
II.
by any
WMI, WMB,
University
or
Company, the
sale
Trust,
will
Asset Trust
Asset Trust
Neither the delivery any implication
of
this offering
circular
of
nor any
hereunder
create,
under any circumstances,

University Street,
that there
has been no change
the
affairs
Asset Trust
or
is
of
II to
WMI,
WMB,
the Company, contained
since
its
the date hereof
that the
information
herein
correct
as
any time subsequent
date.
or
of
in
of
Return
WMIPC_500002168.00002
CONFIDENTIAL
NOTICE TO
NEW HAMPSHIRE RESIDENTS ONLY
EFFECTIVELY
REGISTERED
CONSTITUTES
FINDING
OR A PERSON LICENSED THE STATE OF NEW HAMPSHIRE BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
IS IN IS
DOCUMENT FILED UNDER RSA 421- B TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
IT IS IN
IN
CONNECTION
INC.
AND UBS
SECURITIES
TO SUPPORTING
WITH THIS OFFERING, GOLDMAN, SACHS & CO., LEHMAN BROTHERS LLC MAY OVER- ALLOT OR EFFECT TRANSACTIONS WITH A VIEW THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD OF TIME AFTER THE ISSUE DATE. HOWEVER, THERE MAY BE NO OBLIGATION ON GOLDMAN, SACHS & CO., LEHMAN BROTHERS INC. AND UBS SECURITIES LLC TO DO THIS. SUCH
STABILIZING,
BROUGHT
COMMENCED, MAY BE DISCONTINUED TO AN END AFTER A LIMITED PERIOD.
IF
IS
AT
ANY
TIME,
AND MUST BE
INDEX OF TERMS
in
An index
cover terms used
circular. this
offering circular
with specific
meanings appears
on
of
the inside back
of
this
offering
ii
IS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A HAS BEEN FILED UNDER CHAPTER 421- B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY
LICENSE
Return
WMIPC_500002168.00003
CONFIDENTIAL
NOTICE TO INVESTORS
to
Because
making any the following restrictions, purchase,
resale,
purchasers
are advised
consult
legal
counsel
prior
or
offer,
pledge
of
other
transfer
the securities offered hereby.
of
Representations
Purchasers
of
Each purchaser
Trust Securities
( including
the registered
holders and beneficial
owners
of of to
to
the
of
as
of as
be
of
to
Trust Securities
they exist from time
time, including
a result the time
transfers) will
deemed
in
as
as
have represented and agreed
follows,
each case
of
purchase:
A)
i) is
the purchaser
qualified
institutional
buyer within the meaning
of
Rule 144A
Institutional
Buyer), (
Trust Securities
have not been and
will
not
be
ii)
promulgated under the Securities
Act ( a Qualified
is
aware that the Act and that the exemption
registered
in
sale
being
made
or
reliance
on Rule 144A
or
to it is
of
another
of of
iii)
from the registration requirements

for
the Securities
Act and
qualified
is
acquiring
own account
or
its
the account
one
more
institutional
buyers;
B)
the purchaser
qualified
purchaser
within
the meaning thereunder

(
Section
2(
i) is
of
a)(51)
the Investment
Company Act and the

Trust will not
rules
and
regulations
Qualified
Purchaser),
ii)
aware
that the
be
registered

iii)
Company Act
in
is
reliance for
in
3(
7)
on the exemption
its
set forth
Section
c)(
thereof
and
is
acquiring
or
or
of
own account
sole
the account
one
more
qualified
purchasers
as
to
which the purchaser
exercises
investment
discretion,
as the case may be;
C)
x)
either
the purchaser
not
employee
benefit
plan
defined
Section
the Employee
Retirement
Income
Security
Act
1974,
amended
that
y)
of as or
of to
of
is
that
subject
Title
ERISA,
plan,
account
other
arrangement
( the
or is
subject
Section 4975
the Internal Revenue assets include
Code
1986,
amended
Code), reason
z)
of
by
of
whose
underlying
plan assets
any
the foregoing
of
investment Plan
in
by
or
an
of
employee
benefit
plan
other
plan
such entity ( each
the foregoing,
Benefit
or
b)
is
Investor),
the purchaser
an insurance company general account
that represents,
at
warrants
securities,
that,
the time
acquisition
the period
it
and covenants
of
and throughout
holds the
x) it is
of
eligible for
Department
of
Labor Prohibited
y)
z) it of
Transaction
Class Exemption
95-60,
less
than
25%
(
of
the assets
such general account are
or
of
or is
represent)
assets
Benefit
Plan Investor
and
not a person
who
has discretionary investment
or
to
of
authority
control
with
respect
the assets respect
the Trust
for
or
C.to F. R.
or
advice
a fee ( direct
indirect) with
such assets,
any
of
affiliate
such a person
1)
( in
3( 3) i)
as
of
of
as
a)
an
is
ERISA)
any entity
excluded
plan,
ii)
and would not otherwise
under 29
foreign
2510.3- 101(
and
a)
be
f)(
either
the
or
purchaser
not a governmental
plan,
church plan
other
plan subject
to
is
law that Law)
or
to
of
or is
of
the Section
406
ERISA
Section
will
4975
the Code
in (
Similar
b)
or
of
its
purchase
and holding Law;
not constitute
result
a nonexempt
violation
of
Similar
D)
the purchaser
not purchasing
with
a view
Act;
to
is
the resale,
in
or
of
distribution
other
disposition thereof
violation
the Securities
E)
neither
the purchaser
nor any account

for
for
which the purchaser
is
acquiring
the
of
Trust Securities
will
hold such Trust Securities
the benefit
any
other
person and the

for all
purchaser
will
and each such account

participation interests
be
will
the
sole beneficial
owners thereof
into
purposes and
in
not
sell

will
or
enter
any other arrangement
pursuant
which any other person
be
entitled
an
in
to
to
interest
the distributions on the
Trust Securities;
iii
to
Return
WMIPC_500002168.00004
CONFIDENTIAL
F)
the certificates
evidencing
the
Trust Securities
will
bear a legend
to
the following
effect:
IS
THIS SECURITY TIVE TRUST
ONE OF THE
(
III
FIXED- TO- FLOATING
RATE PERPETUAL
NON-CUMULAMUTUAL
SECURITIES
TRUST SECURITIES) ISSUED BY WASHINGTON

U. S.
PREFERRED FUNDING TRUST ( THE TRUST). THE ISSUER OF THIS SECURITY HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT
E)
UNDERSTANDS
IN
THAT THE TRUST MAY RECEIVE A
POSITIONS
THIS SECURITY
LIST OF PARTICIPANTS HOLDING FROM ONE OR MORE BOOK-ENTRY DEPOSITARIES.
IN
EACH PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO REPRESENT THAT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND THE AMENDED AND RESTATED TRUST AGREEMENT OF THE TRUST THE TRUST AGREEMENT), AND WILL NOT TRANSFER THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN EXCEPT TO AN ELIGIBLE PURCHASER WHO CAN MAKE THE SAME REPRESENTATIONS AND AGREEMENTS ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH PURCHASING. ANY PURPORTED TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN THAT BREACH, AT THE TIME MADE, OF ANY TRANSFER RESTRICTIONS SET FORTH THE TRUST AGREEMENT WILL BE VOID AB INITIO. AT ANY TIME THE HEREIN OR TRUST DETERMINES GOOD FAITH THAT A HOLDER OR BENEFICIAL OWNER OF THIS SECURITY OR BENEFICIAL INTERESTS HEREIN BREACH, AT THE TIME GIVEN, OF ANY OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN, THE TRUST SHALL CONSIDER THE ACQUISITION OF THIS SECURITY OR SUCH BENEFICIAL INTERESTS VOID, OF NO FORCE AND EFFECT AND WILL NOT, AT THE DISCRETION OF THE TRUST, OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT ( THE TRANSFER AGENT), OR ANY OTHER INTERMEDIARY. ADDITION, THE TRUST OR THE TRANSFER AGENT MAY REQUIRE
IT
(
IN
TRANSFER AT LEAST $100,000 LIQUIDATION PREFERENCE OF TRUST SECURITIES ( e., AT LEAST ONE TRUST SECURITY) THE CASE OF EACH SUBSEQUENT INVESTOR AND
i.
IN
COMPANY ACT OF 1940, AS AMENDED THE INVESTMENT COMPANY ACT), AND THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE SECURITIES ACT), AND NEITHER THIS SECURITY NOR ANY BENEFICIAL INTERESTS HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON WHO BOTH A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT QUALIFIED INSTITUTIONAL BUYER) AND A QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION a)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES AND REGULATIONS THEREUNDER QUALIFIED PURCHASER) ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A PERSON WHO BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER ( AN ELIGIBLE PURCHASER) AND EACH SUCH PERSON AND ACCOUNT FOR WHICH SUCH PERSON PURCHASING NOT A BROKER- DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25 MILLION SECURITIES OF ISSUERS THAT ARE NOT ITS AFFILIATED PERSONS, NOT A PLAN PARAGRAPH a)(1)( D) OR ( a)(1)( OF RULE 144A, OR A REFERRED TO TRUST FUND REFERRED TO PARAGRAPH a)(1)( OF RULE 144A THAT HOLDS THE INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ASSETS OF SUCH A PLAN, ARE MADE BY THE BENEFICIARIES OF SUCH PLAN, WAS NOT FORMED FOR THE PURPOSE OF INVESTING THE TRUST, WILL HOLD LEAST $300,000 LIQUIDATION PREFERENCE OF TRUST SECURITIES ( LEAST THREE TRUST SECURITIES) AND, TRANSFERS ANY INTEREST ANY TRUST SECURITY, WILL TRANSFER AT LEAST $ 100,000 LIQUIDATION PREFERENCE OF TRUST SECURITIES ( AT LEAST ONE TRUST SECURITY) THE CASE OF EACH INITIAL INVESTOR, AND WILL HOLD AND
( (
IS
U. S.
2(
IS
A)
IS
IS
B)
IF
D)
IN
C)
F) E)
IN
i)(
IN
i)(
i)(
e.,
IF
IN
IT
AT
i.
AT
IN
IS
IN
IT
IS
e.,
i.
IN
IS
iv
IN
IF
IN
IS
IN
Return
WMIPC_500002168.00005
CONFIDENTIAL
SUCH ACQUIRER OR
CIAL INTERESTS
BENEFICIAL
OWNER TO
SELL THIS SECURITY
OR SUCH
BENEFI-
TO AN ELIGIBLE PURCHASER.
I)
LAW.
UNLESS THIS SECURITY PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION DTC), TO THE TRUST OR THE TRANSFER AGENT, AND ANY CERTIFICATE ISSUED REGISTERED THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED MADE TO CEDE & CO. OR TO SUCH REPRESENTATIVE OF DTC ( AND ANY PAYMENT OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
IS ( G) IS IS
for
(
IS
IN
OR TRANSFERRED TO: ( AN EMPLOYEE BENEFIT OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ERISA), THAT SUBJECT TO TITLE OF ERISA A PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ( THE CODE), OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUCH ENTITY ( EACH OF THE FOREGOING, A BENEFIT PLAN INVESTOR), EXCEPT FOR AN INSURANCE COMPANY GENERAL ACCOUNT THAT REPRESENTS, WARRANTS AND COVENANTS THAT, AT THE TIME OF ACQUISITION AND THROUGHOUT THE PERIOD HOLDS THE SECURITIES, ( ELIGIBLE FOR AND MEETS THE REQUIREMENTS OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95- 60, ( LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT ARE OR REPRESENT) NOT A PERSON WHO HAS ASSETS OF A BENEFIT PLAN INVESTOR AND ( DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE ( DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS, OR ANY AFFILIATE OF SUCH A PERSON AND WOULD NOT OTHERWISE BE EXCLUDED UNDER 2510.3- 101( F)(1). ADDITION, EACH PURCHASER OR TRANSFEREE OF THIS SECURITY WILL BE REQUIRED TO REPRESENT AND WARRANT ( OR, CERTAIN CIRCUMSTANCES, WILL BE DEEMED TO REPRESENT AND WARRANT) THAT, FROM THE DATE OF ACQUISITION AND THROUGHOUT THE PERIOD OF HOLDING THIS SECURITY, EITHER ( NOT A GOVERNMENTAL PLAN, FOREIGN PLAN, CHURCH PLAN OR OTHER PLAN SUBJECT TO LAW THAT SUBSTANTIALLY SIMILAR TO THE SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE SIMILAR LAW) OR ( ITS PURCHASE AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE OR RESULT A NON- EXEMPT VIOLATION OF SIMILAR
PLAN AS DEFINED
NO SECURITY MAY BE PURCHASED

IN
SECTION
( 3( 3)
IS
IS
( III)
IN
IT
IT
I)
IS
III)
IT
IS
C. F. R.
29
IN
A)
IS
B)
IT
the
purchaser
and each account

that
which
it is
IS
IS
IN
purchasing:
is
i)
not a brokerdealer
owns and
invests
on a
discretionary
basis less than
in
$25
million
securities
of
unaffiliated
issuers;
as
to as
IN
IS
IN
II)
ii)
not a participantdirected employee
plan,
such
a 401(
plan,
referred
E)
in
of D)
F)i)(
paragraph
( a)(1)(
( a)(1)(
Rule 144A,
trust
fund referred
paragraph
(
iii)
( a)(1)(
Rule 144A that holds the assets

for
of
i)(
such a plan;
was not formed
the purpose
in
of
investing
the Trust;
at
of
in
or
or
of
i)(
will
least
liquidation
Trust Securities
i.
hold
$ 300,000
preference
e.,
at
iv)
least
in
three least
Trust Securities)
if it
and,
transfers
any interest
any Trust Security,
will
transfer
at in
of
liquidation
initial
Trust Securities
i.
$ 100,000
at
preference
e.,
least
one
Trust Security) liquidation
of
the case
each
investor,
and
will
hold and transfer
at
least
$ 100,000
to
is
k)
II)
Return
WMIPC_500002168.00006
CONFIDENTIAL
in
of
at
of
subsequent
investor;
i.
preference
Trust Securities
( e.,
least
one Trust Security)
the case
each
in
of
will
provide
notice
the
transfer
restrictions
described
this
Notice
to
v)
Investors
to
any subsequent
vi)
transferees;
acknowledges
that
the Trust may receive a
list
participants holding
positions
from one
or
more book-
entry depositaries;
and except
or
(vii)
may
not transfer the Trust Securities
to
(
beneficial
interests therein
transferee
who can make the same

Investors
representations
and agreements as
Trust
for
set forth
in
this
to
Notice Trust
and the Amended
and Restated
Agreement which
of
the Trust
the
Agreement) on behalf acknowledges

that
itself
and each account
it is
of
purchasing.
The purchaser
involving
in
are being offered only

Act.
transaction
not
any public offering within the meaning

will
of
the Securities
The
Trust Securities
have not
will
been and
registered resell,
Act and the Trust has not been and
not
if in
Company
Act,
and,
the future the purchaser
decides
to
offer,
or
or
be is
under
pledge
otherwise
offered,
transfer
any interest therein, such Trust Securities
interest
may be
resold,
pledged
otherwise
in
or
transferred
only
accordance
that
with
the legend
on such
Trust Securities
described
above. The purchaser
acknowledges
no
representation
or
as
to
made by
the Trust, the Company
the
Initial
Purchasers
the
of
availability
any exemption
or
the Securities
Act
any state securities
laws for resale
of
Forced Sale Any

Investors
of
Securities
in
in
transfer
Trust Securities
breach
the transfer restrictions
set forth
this
Notice will
no
be
and the Trust Agreement
will
be
ab
of
force
and
effect,
will
void
initio,
and
not
to
to
to
operate
its
Trust,
transfer
any
Agent
rights
the transferee,
notwithstanding
any instructions
the contrary
to
any the
or
Transfer
in
The purchaser
of in
or
in its
agrees
that
Transfer
Agent determines
good
or
of
at
to
the
of
of
faith
that
a holder
beneficial
owner
breach,
the
time given,
or
the representations
agreements set forth above, the Trust shall consider
the acquisition
of
the
or
no
of
Trust Securities
beneficial
interests therein void,
force
and effect and
at
will
not,
the discretion
to
to
the
Trust,
operate
transfer
any rights
the transferee
notwithstanding
any instructions the Trust
or
contrary Transfer beneficial
the Trust, the Transfer Agent
or
to
In
addition,
the
or
to
of
Agent
may
require
such acquirer
beneficial
owner
transfer
to
to
interests therein
transferee
acceptable
the Trust who

Notice
to
is
able
and who does make

such transfer,
including
in
of
the representations
and agreements set forth
to
all
this
Investors.
Pending
such holder not limited
will
deemed not
the holder
for
be
be
to
of
any purpose,
or
to
of of
receipt
dividend
and redemption
payments
or
on
to
distributions
upon the
liquidation
the Trust, and such holder
will
deemed
have
its
interest
whatsoever
as
except
otherwise
required
redeem
as
or
to
sell
interest
therein
described
in
this
paragraph.
Investment
Company
Act
3(
7)
reliance
on Section
c)(
Company Act
Section
3(
In
c)( 7)), Act.
the Trust
rely
as
to
has not registered
an investment
company pursuant
the Investment
all
Company
To
on
3(
Section
c)(7),
the Trust must have a Purchasers
reasonable belief that

transferees)
purchasers
of
at
( including their
the
Initial
and subsequent
are qualified
purchasers
for
the time
of
purchase
such
securities.
The
Trust will establish
a reasonable
belief
purposes
3(
7)
by
of
Section
set forth
c)(
based upon the representations
deemed made
the purchasers
the securities
of
under
Representations
Purchasers
above, the covenants
and undertakings
of
the
vi
as
of
of
in
be
no
to
of
but
is
or
in
of
Return
WMIPC_500002168.00007
CONFIDENTIAL
of
to
Trust referred
below and the agreements
the
Initial
Purchasers
to
relating
the private placement
of
the
securities
pursuant
Rule 144A referred
under
Plan
of
to
to
Distribution.
Reminder Notices
or
an
Whenever
the
Trust
sends
annual report
( each,
other
periodic
report
holders
of or of
to
the Trust Secuthe Trust
it
rities,
will
also send a reminder notice
a
(
Reminder
Notice)
to
the holders
(
Securities.
Each Reminder Notice
will
state
that
each holder
Trust Security
an
(
in
a
of
i)
interest
Trust Security)
must
able
make
of
the representations
set forth
above
B)
in
be
to
paragraphs
ii)
and
G)
3(
( (
under
Representations
in to
and
Purchasers ( the
7)
c)(
Representations), (
the Trust Securities have
3( or
to
to
interests
the Trust Securities) are transferable
only
purchasers
deemed
made
the the
the
7)
c)(
Representations
have satisfied the other transfer restrictions
applicable
Trust Securities, Trust Securities)

( exercisable
iii)
any prospective
transferee

purchaser,
interest
determined not
be
to
is
a qualified
then the Trust and (
will
have the
in to
or
an
of
if
right
in of its
to
to
iv)
sole discretion)
refuse
honor such transaction, not

treat
(
if
any
security
holder
in
or
an
any
holder
interest
a security)
determined
be
to
is
a qualified
purchaser,
then the Trust
in
will
have the right
to its
( exercisable
sole discretion)
the transfer
such purchaser
as
to
to
null
and
void
and
require
such purchaser
sell
securities price
and
to
of
all
all
its
interests therein) Trust will
a transferee
by
at
designated
the Trust
periodic
the then current market
therefor.
The
send a copy
of to
each
or
to
annual
other
report ( and
each Reminder
Notice)
DTC
with
a request that participating
in
or
organizations interest
DTC
DTC
Participants)
forward them
the security holders
holders
in
Trust Securities.
DTC
Actions
with
respect
to
the Trust Securities take the following steps
The
Trust will direct
DTC
in
to
connection
with
the Trust Securities: the
in
in to
include
the
3c7
marker and,
lieu
the
GABS
or
of
marker
otherwise, additional
GRLS
the
DTC
20- character
security descriptor,
and the 48- character

are limited
an
marker the
for contain
to
descriptor
in
to
Trust Securities
order
to
indicate
that sales
Qualified
Purchasers;
by
to
cause
i)
each
physical security electronic
DTC
delivery order ticket
delivered
DTC
order
to
purchasers
delivered
of
the
20- character
descriptors
ii)
and
each
DTC
by
delivery
ticket
DTC
in
to
to
purchasers
form
contain
will
the 3c7 and
GRLS
of
indicators
and the
related
user manual for participants,
which
contain
description
relevant
restrictions;
in or
of
to
to
an
to
send, on
prior
the closing date
this
Offering,
Important Notice
of
all
DTC
instruct
Participants
connection
( but
with this Offering
The
Trust
may
the
DTC
to
from time
Notice;
time
not more frequently
than every six months)
to
reissue
Important
in
3(
include
the Trust
DTCs
Reference
Directory
Section
c)(
7)
to
of
offerings;
in
in
to
of
of
all
include
confirms
trades
the
Trust Securities
DTC, CUSIP numbers

and
with
to
fixed field
attached
the CUSIP number that has the
3c7
GRLS markers; and
deliver
the Trust from time
time a
list
DTC
in
an
to
to
to
of
all
Participants holding
interest
the
securities.
Euroclear
Actions
with respect
to
as
S.
V.,
N.
of
The
Trust will instruct
Euroclear
Bank
A./
operator
the Euroclear
System
clear),
take the following steps
in
to
connection
with the
Trust Securities:
reference
144A/
c)( 7)
as
part
the security
name
in
3(
to
of
the Euroclear
securities
database;
vii
Euro-
Return
WMIPC_500002168.00008
CONFIDENTIAL
in
each
daily securities
balances
report
and daily transactions
to
report
Euroclear
Participants
holding
positions
include
144A/
c)(7)
the securities
name
for
in
in
3(
to
the
Trust Securities;
periodically the
and
least annually)
send
the Euroclear
Participants
holding
positions
an
Trust Securities
electronic
Important
Notice
outlining
the restrictions
applicable
3(
c)(
7)
securities;
to
to
to
of
deliver
the Trust from time
time,
upon
and
request,
all
its
list
Euroclear
Participants
holding
an
in
interest
in
in
c)(
include
the
its
marker
the
name
all
the Trust Securities accepted

within
by
3(
7)
of
to
lists
distributed
Euroclear
monthly
to
participants
showing
securities
the Euroclear
securities
database.
Clearstream
Actions
with
respect
to

socit
The
following
Trust will instruct
Clearstream Banking,
with
anonyme
to
Clearstream),
take the
in
steps
connection

part
reference
144A/
7)
the security
name
in
c)(
as
3(
to
of
the Clearstream securities
database;
in
each
daily portfolio report
and
to
daily
settlement
144A/
report
Clearstream Participants the securities
holding
in
in
3(
to
positions Securities;
include
c)(7)
name
for
the Trust
to to
the
in of by in
at
to
to
periodically the
and
least annually)
send
to
at
to
the Clearstream Participants

outlining
holding
positions
an
Trust Securities
electronic
Important
Notice
the restrictions
applicable
3(
c)(
7)
securities;
to
to
to
of in
deliver
the Trust from time
time,
upon
and
request,
all
its
list
Clearstream Participants
in
an
holding
interest
by 7)
in
3(
c)(
to
include
the
marker
the
name
to to its
of
the Trust Securities showing

all
the continuously accepted
updated
within
list
made
available
Clearstream database
participants include the
securities
in
3(
7)
Clearstream securities
Trust Securities.
and
c)(
marker
the
name
of
the
Bloomberg Screens, The

regarding
etc.
7) to
Trust will request,
from time
time,
third-
party
vendors
to
all
include
appropriate screens
legends
3(
Rule 144A and Section Without

limiting the
c)(
restrictions
on the
on
Trust Securities
will
maintained
such vendors.
include
foregoing,
the
Initial
Purchasers
request that Bloomberg, about the securities
on
the following
each Bloomberg screen containing
information
as
applicable:
of
the
bottom
the
Security
Display
page
describing
should state:
Issd
under 144A/ 3c7 and

the
GRLS;
for
Security
Display
page
should have a flashing red indicator
stating
Additional
Note Pg;
to
such indicator
the
should
link
an
Additional
Security
Information
page, which should state that from registration under
in
Trust Securities
are
being offered
reliance
on the exception
(
as
of
of
Rule 144A are

ii)
(
the Securities
institutional
Act
1933,
amended
the Securities
to
Act),
persons that
Act,
in
as
i)
qualified
buyers
defined
Rule 144A under the Securities
and
2(
qualified
purchasers as defined
of
under Section
a)(51)
the Investment
Company Act
as
1940,
amended;
and
viii
L. P.
Return
WMIPC_500002168.00009
CONFIDENTIAL
the
Disclaimer
pages for the Trust Securities under the Securities

III
Trust
should state that the securities
have not been
as
be
of
and
will
not
registered
Act
1933,
amended,
and Washington
Mutual Preferred
Funding
(
has not been registered

),

Fixed-to-Floating sold
Company Act
Rate
as
of
1940,
amended
the
Investment
Company may
Act
and the
or
be
Perpetual exemption
Non- cumulative
Trust Securities
not
offered
absent
an
applicable
from registration requirements and any such offer and sale

c)(
of
these securities
must
in
3(
7)
be
of
accordance
with
Section
the Investment
Company
Act.
CUSIP
for
The
field
Trust will
cause each
3c7,
CUSIP obtained
a Global
Security
have
an
to
attached
fixed
that
contains
GRLS
and 144A indicators.
Legends
in
of
The
Trust will
not remove
the
legend set forth
Representations
Purchasers
at
any time.
ix
Return
WMIPC_500002168.00010
CONFIDENTIAL
SPECIAL
NOTE REGARDING
FORWARD- LOOKING STATEMENTS

incorporated herein
This offering circular and the documents

forward- looking
by
reference
contain
certain
of
statements within the meaning
the Private Securities and other

that
Litigation matters.
Reform Act
1995
with
respect
financial
condition,
results
operations
Statements
in
the
to
of
this
offering
circular,
including
those incorporated
for
herein
by
reference,
are not historical facts are
by
of
forward- looking
statements
the purpose
the
( the
safe
harbor provided
Act)
Section
21E
as
of
Securities Act.
Exchange Act
1934,
amended
Exchange
and Section
27A
of
the Securities
by
be
do
of
Forward-looking
facts.
statements
often
can
identified
the
fact
that
they
not
relate
to
strictly
historical
current
They
include
words, such
as
or
expects,
anticipates,
intends,
plans,
of to as or
and
or or
believes, will,
seeks,
estimates
words
similar
meaning,
future
conditional
verbs,
such
should,
would,
could
may.
as
or
Forward-looking statements provide
WMIs
WMBs
applicable)
expectations performance.
or
predictions their nature,
or
of
future conditions,
events
results.
They are not guarantees
of
future
By
as of
or
to
forward- looking
statements
are subject and
risks
and uncertainties.
These statements
or
of
speak only
do
the date they are made.

reflect
WMI
not undertake
to
WMB
or
update forward- looking statements
the impact
of
circumstances
events that arise after the date the forward- looking
statements
(
were made. There are a number

applicable) control, that
factors,
many
which are beyond
WMIs
WMBs
or
could cause actual conditions,
events
to
as
from
results
or
of
of
differ
significantly
in
those described
the forward- looking
statements. The factors are generally
in
described
entry Risk
WMIs
as
WMBs
applicable)
Factors
most recent Form 10- K under the Table
of
Contents
Factors
the heading
That
May
Affect
Future Results
and Form 10-
under the caption
Cautionary
Statements.
Return
WMIPC_500002168.00011
CONFIDENTIAL
WHERE YOU CAN WMI

Securities
files files
FIND
MORE INFORMATION
proxy statements and other information with the
that
annual,
for at
quarterly
and
current
( the
reports,
and Exchange Commission

the
SEC).
You may read and copy any document
WMI
at
with
SEC
to
In D. C.
in
the SECs public

further information
reference
room
Washington, room.
Please
call
the
1-
800- SEC-0330
on the
public
reference
addition,
WMIs
SEC SEC filings

reports,
at
are available
the public
the SECs web site about
at
http://
www. sec. gov. You can
also inspect
at
proxy statements
and
other York,
information
WMI
of
the offices
the
New
York Stock Exchange,
20
Broad
Street,
New
New
York.
by
reference
certain
information
that
WMI
files
with
the SEC. and

that
by
be
The
information
incorporated
reference
considered
part
of
to
is
this offering
circular
should be read with the same care.
When WMI
by is
in

filings
documents
have been incorporated
by
reference
making future considered
with
the SEC, the information updated
incorpo-
in
by
be
to
rated
reference
this
offering
circular
automatically
and superseded.
in
or
of
In
to
other
words,
the case
conflict
inconsistency
WMI
circular,
in
contained
this offering
circular
by
reference
into this offering

later.
in
you should rely reference Sections
the information
listed
contained
the document
that
files
was
filed
WMI
incorporates
it
the documents
c),
with
the
SEC
is
in
the future under
or
d)
of
13( a), 13(
14,
15(
the Exchange
Act
until
this Offering
completed: 31,
on
on
Annual Report 2006;
Form 10- K
filed
March
2007
to
1,
relating
on
Quarterly report
filed
May
10, 2007 relating
to
Form 10- Q
31,
2007; and
8-
Current Reports
files
on Form
quarterly
on
filed
April
17, 2007 and April 23, 2007.

with
WMB
OTSs
annual,
and current reports and other information

information that
the OTS. You

with
may
at
31,
read and copy these reports and other non- confidential
WMB
at
files
the
OTS
the
at
In
N.
offices
filings
1700
D. C.
Street,
W., Washington,
20552.
addition,
WMBs
http://
most recent
to
periodic
with
the
are available
the investors
and then
clicking
the
Fixed Income
button.
by
reference
certain
information
that
WMB
files
with
the OTS. and

that
by
is
to
The
information
incorporated
reference
considered
be a
part
of
this offering
circular
When
WMB
is
in

future
filings
documents
by
reference
by making
with
the OTS, the information incorpoupdated
in
by
to
rated
reference
this
offering
circular
considered
be
automatically
and superseded.
in
or
In
other
words,
the case
conflict
inconsistency
in
contained
this offering
circular
by
reference
into this offering

later.
to
of
WMB
circular,
in
you should rely on the information
contained
the document
that
was
filed
WMB
to in
incorporates
it
by reference the documents
listed
files
with
the the
OTS OTS
the future under

substantially
or
d)
or
of
Sections
13( a), 13( c), 14,

this
15(
the Exchange
Act
regulations
is
similar effect until
Offering
completed:
2,
Annual Report on Form 10- K 2006;
filed
on
April
2007
to
relating
on
Quarterly
Report
filed
May
15, 2007 relating
to
Form 10- Q
the quarter ended March 31,
2007; and
8-
Current Report on Form
on
filed
April
23, 2007.
certain other information that financial
of
This offering circular also incorporates
herein by reference
quarterly reports Financial
WMB
Report
).
to
to
submits
the OTS.
WMB
submits
the
OTS
regarding
WMBs
condition
on
and
operations
OTS
Form 1313
entitled
Thrift
Report
each, a
Thrift
Financial
xi
ir
OTS
at
WMIs website
www. wamu. com/
by
on
Return
WMIPC_500002168.00012
CONFIDENTIAL
of
Each
Thrift
Financial
Report consists
a Consolidated Cash Flow
Statement
of
Condition,
Consolidated Requirements
Thrift
Statement
of
Operations, Consolidated
Information,
Consolidated
Capital
as
of
of
and
other
supporting Reports
schedules
the end
to
the period
which the report relates. The
in
by
Financial regulatory
are prepared
accordance
all,
with regulatory instructions
issued
the OTS. These
in
instructions
most, but not
cases follow generally accepted
accounting
Principles
in is of of
principles
the
or
United States
Financial regulatory financial
GAAP)
the opinions and statements Board. While the

Thrift
the Accounting Reports
Board
or
of
the
Accounting documents,
Standards
Financial
are supervisory
and
not primarily accounting
documents,
and
do
not provide
a complete range
disclosure financial
about
WMB,
the reports nevertheless
provide
important information concerning

Thrift
WMBs
audited.
In
condition
and operating
results.
Thrift
addition,
WMBs
Financial
Reports
are not
by
The non- confidential upon
on
of
portions
Financial
Reports
filed
WMB
are
file
with,
and
of
to
written
request,
the Office
Thrift
Supervision, FOIA, 1700 and are also available
Street,
U. N. S.
D. C.
W.,
Washington,
20552,
Attention:
Dissemination Branch
( the FDIC)
at
the
Federal Deposit
Insurance
Corporations
web
at
site
http://
www. fdic. gov.

unless that exhibit
an
of
You may request a copy
to
these
filings,
other
than
exhibit
filing
by
by
or
specifically
incorporated
reference
into that filing,
cost,
writing
telephoning
WMI
1301 Second Avenue

Seattle,
Washington
98101
( 206)
461- 2000 year

fiscal
on
The Company was formed

Independent
for
Auditors
3,
February
2006 and has elected a calendar

financial
year.
The
the
Report with regard
to
the audited
statements ( and related notes)
as
Company
circular.
the
fiscal
year ended December
31, 2006 are included
Appendix
of
this offering
in
The Company has agreed and unaudited
LLC Agreement
statements
request.
first
to
its
produce
audited
annual financial
available
to
statements
interim financial investors
and
make
such financial statements
investors
prospective
upon
The
financial
statements
financial
and
for
as
or
to
of
the year
ended December
31, 2006 are the Companys
annual audited
statements.
xii
at:
no
to
at
Return
WMIPC_500002168.00013
CONFIDENTIAL
OFFERING
in is
The
following
CIRCULAR
by
its
entirety
SUMMARY
the detailed information
summary
qualified
appearing
elsewhere
in
in
this
offering
circular,
particular,
the information under the headings
of
Description
the Trust Secuthe
of
of
rities,
Description
the Series 2007- A
Company
the
Preferred
Securities, Description
Series
WMI
Preferred
Stock
and
of
Description
Depositary
Shares,
which describe
the terms and
conditions
of
the
securities
offered
hereby.
Introduction

Washington
for
capital security
(
Non- cumulative
Trust Securities,
liquidation
preference
each a
Trust Security,
and collectively
Trust Securities),
are being issued

that raises Mutual,
in
Mutual Preferred
Funding
III
Trust
the Trust)
financing
transaction
an
Washington
Mutual Bank
its
affiliates
WMB).
of
is
WMB
to
indirect subsidiary
Washington
Inc.
WMI).
WMI
as
and
are referred
herein
the
WMI
a
like
Group.
in
of
The
Trust will invest
the proceeds

Securities,
amount
of
Fixed- to-Floating
Rate Perpetual
security
( the
Non- cumulative
A,
Preferred
Series 2007-
liquidation
preference
$ 1,000 per
Funding than
Series 2007-
Company
of
Preferred ( the
Securities),
Washington
will
Mutual
Preferred other
LLC, a Delaware the Series 2007payments through
limited liability
company
Company). The Trust Dividends

paid
have no assets and
A
by
Company Preferred
Securities.
and redemption
liquidation
will
on
made
the Company
the Series 2007-
Company Preferred
liquidation interests
Securities
pass
the Trust as distributions

material
on and redemption
and
payments
on the
Trust Securities.
in
or
The Companys
assets originated
specifically
assets consist
direct
indirect
mortgages
or
of
mortgage- related
by
acquired
WMB, cash
as
or
and other
permitted
investments
described
more
Asset
of
under
Asset
The Company Business

Trust
II.
the
Company Assets
of
the Company,
Trust
and
in
The
Trust Securities
are being offered

Securities
reliance
upon Rule 144A under the
U. S.
Securities
Act
as
of
to
1933,
amended
( the
Act), only Securities
persons
who
are qualified
institutional
buyers
within
the meaning
of
144A under the

( each,
Act ( each, a
Buyer) and
2(
of
qualified
purchasers
Qualified
Purchaser) within the meaning
Section
a)(51)
of
the
as
U. S.
of
Investment
Company
are subject
Act
1940,
amended
( the
Investment
Company
Act).
Resales
of
a
the
to
Trust Securities
restrictions
as described
its
under Notice
to
Investors.
established
raise
core capital for

securities
2007- A Company Preferred Securities
are the fourth series

issued:
preferred
be issued
by
to
the Company. aggregate
The Company has

liquidation
previously
In
of
March 2006, $ 1,250,000,000
its
preference
initial
Fixed- to-Floating
Rate
Perpetual
(
Securities
having an
of
annual dividend
rate
6.534%
the
Series 2006Funding
Company
Preferred
Securities), trust
which were sold
in to
Washington
turn
Mutual
I,
Preferred
Trust
a Delaware
preference
I
),
statutory
Trust I
which
issued Non- cumulative
of
$1,250,000,000
Trust Securities
to its
liquidation
(

investors;
the
Trust
Securities)
in
of
Also
March 2006, $ 750,000,000
its
aggregate
liquidation
preference
Series
Fixed Rate Company
Securities
having an annual dividend
of
rate
7.25% ( the
2006- B Company Preferred

(
to
Securities),
which were sold
Washington
limited
Cayman)
Ltd., turn
Cayman
in
ties,
Islands
exempted
company
by shares
WaMu
Cayman), which
in
issued
of
its
$750,000,000
liquidation
preference
7.25% Perpetual
Non- cumulative
and
Preferred
Securi-
two series ( the
WaMu Cayman
Securities),
to
investors;
In
of
December
2006, $ 500,000,000
aggregate
liquidation
preference
its
Fixed- to-Floating
initial
Rate
Perpetual

( the Series
C,
Securities,
Series 2006-
having an
annual dividend
with
of
rate
6.665%
2006-
Company Preferred
Securities
and, together
the
of
the Company WMB. The Series
indirect
subsidiary
to
WMB
as
facilitate
financing
transactions
that
by
Return
WMIPC_500002168.00014
CONFIDENTIAL
Series 2006- A Company Preferred

ties,
Securities
and Series 2006- B Company and the Outstanding

Securities
Preferred
SecuriPreferred Parity
the
Outstanding
together
Company
Preferred
Securities,
Company and any
Securities
with
the Series 2007-
Company
Preferred
other
Equity Securities
that
may
be
issued on a future date, the Mutual Preferred Funding

liquidation
( the
Company
II,
Preferred
Securities), statutory trust
which were sold
in to
Washington
turn
Trust
a Delaware
of
Trust
II),
which
issued $500,000,000
preference
its
Fixed-to-Floating
Rate Perpetual
Trust Securities
Trust
II
Non- cumulative
Securities)
to
investors.
be
of
The terms
the Series 2007- A Company Preferred
Securities
will
substantially identical rates
to
the
terms
the Outstanding
Company
for
of
Preferred
Securities
except
the dividend
and redemption
dates and prices.
of
Under the Companys LLC Agreement,

create and issue additional
equity securities
the Companys Board ranking dividends

pari
Managers
has the power
Company
(
in
or
of
of
Preferred
Securities
terms
payment
on
of
liquidation
the Company
called
Parity
in
of
Equity Securities
the
LLC
Agreement) without
the consent
the holders
of
the Outstanding
so
as
Company
operations otherwise
Preferred test
(
Securities
long
the Company
an
satisfies
asset test and a funds from
to
the FFO Test) after giving effect
the
new
issuance
and the Company
is
not
in
in
of
of
breach
any
its
covenants
set forth
the
LLC Agreement. The Series 2007- A
be
Company Company
required
Preferred Preferred satisfy
Securities Securities.
will
Parity
Equity Securities the closing date
to
with respect
the Outstanding the Company

will
for
on
Therefore,
this
Offering
the tests for issuance
the Series 2007- A Company
as
to
of
Parity
to
be in
an
to
will
Equity Securities the Series 2007-
with respect
the Outstanding
Company
Preferred
Securities.
See
Description
for
Company Preferred SecuritiesRanking

compliance
with
of
a description
those tests and the
of
calculation
the Companys
those tests.
The
confirmed
of
Office
Thrift
Supervision
together
with
any successor
Preferred
regulator,
the
OTS) has
to
WMB
that
the Series 2007will
Company
Securities
and the Outstanding
of
Company
regulatory
Preferred capital
Securities
constitute
core capital
WMB
under the OTSs applicable
regulations.
of
If
the
OTS so
directs following
(
the occurrence
an Exchange
like
automatically
exchanged
Conditional
Exchange) for a
amount
of
Fixed-to-Floating
Rate
of
Depositary Perpetual
Shares ( the
Depositary
Shares) each representing Rate Preferred
1000th
a share
of
1/
WMIs Series
Fixed- to-Floating
(
Stock, no par value and liquidation
prefer-
ence $1,000,000
under
Trust
the Series
M WMI
Preferred Stock),
as described below
the
in
this
I
summary
The
II
Offering Conditional Exchange.
Upon a Conditional Exchange,

will
Trust
Securities,
Securities
and the
WaMu Cayman
as to
Securities
also be automatically
preferred stock,
exchanged,
but
for
of
depositary lent
shares representing different

( with
series
WMIs
having substantially equiva-
terms
certain
exceptions)
dividends,
liquidation
preference
and redemption
preference
or
I,
Securities
Trust
Trust
applicable.
in
II
as the Outstanding
Company Preferred
owned by
WaMu
Cayman, as
This offering circular uses the term like amount
describing
the number
of
Series 2007- A
interest
in
Company
describing Conditional
of
Preferred
Securities
which a holder Shares

for
Trust Securities
has a beneficial
will
and
the number Exchange.
of
Depositary
like
be exchanged
upon a
The term
amount means:
interest,
when
describing
the number
in
of
Securities
which a holder
of
has a beneficial
the number
of
as
Securities the
has the same aggregate

being
liquidation
preference
to
the
which
is
reference
made
e.
g.,
1,000 Series 2007- A Company Preferred $1,000,000 are a

like
with
of
aggregate
liquidation
preference
liquidation
amount and
for
10
Trust Securities
having an aggregate
of
preference
$ 1,000,000);
be
of
Return
WMIPC_500002168.00015
CONFIDENTIAL
when
describing
the number Exchange,
of
Depositary
Shares for which Trust Securities Depositary
will
be exchanged
1000th
of
upon a
Conditional
a number
Shares each representing a liquidation

(
to an
in
of
interest
one share
Series
WMI
Preferred
Stock having
that
preference
equal
of
the liquidation
preference
are being exchanged Stock with
e.
g.,
1,000
liquidation
Depositary preference
liquidation
Shares representing Series
WMI
an
Preferred
aggregate
$1,000,000
are a
like
amount
10
of
for
Trust Securities
having an aggregate
preference
of
$1,000,000).
of
of
The
Preferred
offering
the Trust Securities are referred
and the
related
issuance
the Series 2007-
A Company
as
to
Securities
herein
the
Offering.
The
following
diagram outlines the relationship among WMI, Asset Trust Asset

II,
WMB,
University
Street,
the and
I,
Company, the
the holders
Trust,
Trust
the Outstanding
Company
Preferred
Securities
of
WMI
WMB1
Conditional
100% Common
Interest
of
Proceeds
Series
Sale
2007-
A
Trust Securities
Company
Securities
Preferred
of
The Trust Company3

Series
Investors Proceeds
2007-
Company
Securities
Preferred
Asset Trust
I
Asset Trust
1)
II
New American
Capital,
Inc.,
not
shown
is
here,
WMBs
direct parent.
2)
Marion 2006-
Holdings,
LLC, not shown
here,
is
WM
University
Streets
direct parent.
3)
A,
respectively.
II,
Series
Preferred
Securities
Trust
I,
2006-
B and 2006- C Company
by
are held
WaMu Cayman
and Trust
Exchange
University
Street2
of
1/
Return
WMIPC_500002168.00016
CONFIDENTIAL
The Trust
is
Washington
Statutory Trust
Mutual Preferred
Funding
for
III
Trust
statutory trust
created under the Delaware
on
Act
May
10, 2007
the purposes
set forth
below under The Trust. The
be
Series 2007Trust
Company Preferred
of
Securities
will
the only assets
the Trust. Under the than the Trust Securities.
Agreement, the Trust
is
prohibited
from issuing any securities
other
U. S.
to
Subject
the limitations and assumptions described the Trust intends
under Certain
trust
Federal Income
Tax
of be
as
to
Considerations,
treated
a grantor
for
for

treated
purposes,
with
are expected
as
be
to
beneficial
of
owners
Series 2007-
A Company
Preferred
United States
federal
income tax
purposes.
The Company
Washington Mutual Preferred
for
Funding
LLC
is
a Delaware
limited liability
company formed on
Securities,
3,
of
February
the purpose
i)
2006
issuing
the Series 2006-
Company Preferred
Securities,
to
I,
which were sold
Trust
the Series 2006-
Company
Preferred
which were sold
which were sold

Securities
Trust
II,
WaMu
Parity
Cayman, the Series 2006-
Company
to
as
Equity Securities
such
this

circular,
to
subject
(
the
in
limitations
described
offering
the
common
an
indirect
of
securities
the Company
the
Company
Street), circular,
to
of
Common
and
ii)
(
Securities)
University
Street,
Inc.,
subsidiary
in(
WMB
University
additional

holding Eligible
to
subject
certain
iii)
limitations
described
this offering
acquiring
and
Investments
and (
necessary
or
incidental
thereto.
The Series 2007- A Company Company

Preferred
Securities
will
rank pari passu with the Outstanding
to
of
to
other
as
dividends
and upon liquidation

will
the Company.
The terms
of in
the
to
Series 2007Outstanding
Company Preferred
Preferred
Securities
be
the terms
of
the
to
Company
thereon,
Securities
other
than with respect

prices.
the rate applicable
to to
dividends
or
distributions
redemption
of
all
University
Street
owns
the
will
Company Common
generate
net
Securities.
for
The
Eligible
Investments
owned
by the Company from
to
time
time
income
payment by the Company

(
the Trust
as dividends on the Series 2007- A Company
Preferred
Securities
and consequently
for
pass through
as
to
of
to
to of
by the
Trust
distributions
the holders
holders
other series
of
I,
preferred
securities
series ( including Securities),
Trust
Trust
as
to of
WaMu Cayman
to
make
offering
holders
the Outstanding
partially
Company
Preferred
and
to
University
II
the Company as distributions
on such
of
and
Street
this like
or
distributions
on,
redeem, the Company
Common
or
Securities.
When used
redeem a
to
circular with respect
the Company
Common
or
other
Securities
other
Junior Equity Securities,
or
by
as
to
the term
dividend
refers
payments
the Company
a distribution on,
amount
of,
the
Company Common
Securities
Junior
Equity Securities.
U. S.
to
Subject
the limitations and assumptions described the Company intends
under Certain
(
Federal Income
to
Tax
be
as
to
treated
a partnership
federal
other
taxable
as a
corporation)
for
United States
income tax purposes
and
will
receive
of
the opinion purposes,
Mayer, Brown,
will
Rowe & Maw LLP
to
the effect that, for United States federal income tax

taxable
the Company
as a
or
corporation
as a
publicly
traded partnership taxable as a corporation.
is
of
The Company
three
managed by a Board
Managers.
The Companys
of
Board
five
(
Managers an
has
members, one
whom
not,
and has not been during the preceding

other
years,
officer
or
of
employee
WMI
any
of
affiliate
WMI,
than a financing
subsidiary
the
Independent
Manager).
or
is
of
Return
WMIPC_500002168.00017
CONFIDENTIAL
Conveyances
of
the Mortgage Loans
of
In
connection
with
the February 2006 offering
the Series 2006-
A
a
Company
portfolio
Preferred
first lien,
Securiclosed-
ties
and Series 2006- B Company Preferred Securities,
conveyed exchange
end, fixed rate
home WMB,
equity
loans
HELs)
the Company
for
100%
of of
WMB
in
to
the Series 2006- A
Company
Preferred
Securities

Street
Preferred
Securities.
Concurrently with
this transfer
University
conveyed
portfolio
HELs
it in
the
Company and
in
by
of
to
exchange
Street
for
by
of
100%
the Company
Common
of
Securities.
The
portfolio
conveyed
University
the Company consisted January 31, 2006. The exchange

for
HELs
the aggregate, received
calculated
I
Company
in
Class
),
conveyed
I
100%
the HELs that
Asset Trust
the interests
Trust I
Asset Trust
represented
the Class

(
of in
I
of
by
to
Asset
Trust I ( the Asset
A Trust
Certificate
and a residual certificate
the
Asset Trust
Class
Trust Certificate Preferred
which the Company
to
transferred
WMB. WMB
then sold the Series 2006- A

for
Company and
Securities
Preferred
Securities
cash
to
Trust
WaMu
In
Cayman,
respectively.
of
connection
with
the December a portfolio

for
2006
offering
the Series 2006adjustable rate
Company Preferred
of
Securities,
conveyed
payment
option
mortgages
in
to
the
Company
Street
exchange
100%
of
balance
of
the Series 2006-
C Company
contributed
capital
WMB
Option ARMs) and
University
contributed
a pool
Option
ARMs
Option
to
the Company
as a
contribution.
The
and 14,
of
aggregate
University
outstanding
Street
principal
Asset Trust
in
as
was approximately $ 2,899,877,211
of
the aggregate
that
calculated
November
II
ARMs
to
all
by
WMB
II in
by
it
2006. The Company

for
conveyed
100%
the Option
the
ARMs
received
Asset Trust
II in
of
to
exchange
II
interests Trust
Asset Trust Class

),
represented
Asset Trust
II
Class A Asset Trust Certificate

residual certificate
( the Asset
of
the
Asset
II
A Trust
Certificate
and a
Trust
Class
to
Trust Certificate
which the Company

Securities for
transferred
WMB.
WMB
then sold the Series
R 2006- C
in of
Preferred
cash
Trust
of
1,
II.
Company As
to
of of
April
2007, the Companys Asset Trust
assets consisted
approximately $ 4,425,472,561 Option
HELs
Asset
the aggregate, through

Trust I
held through
II;
of I;
$2,204,305,471
permitted
ARMs
in
the aggregate,
held
Asset Trust
and $37,624,771
investments
held directly
or
held through
as
or
of
Asset Trust
Securities
II,
the
case
may
be. Since the issuance

Preferred
Preferred
and Series 2006Street
Company
in
Securities
March 2006, the Company and $1.42
to
of
has paid
University
approximately $160 million
cash
of
distributions Securities.
billion
cash
in
on
redemption
for
payments,
each case
its
the Company
Common
on
its
The Companys source
funds through
those dividends
has been payments
by
of
interest
and principal received Option ARMs.
the Company
that
on
Asset Trust
will
Trust
II
HELs and Asset
The Company expects
of
of
of to
WMB
as of
of
these assets
satisfy
the coverage and
FFO
for
tests
described
under Description
the Series 2007-
of
Company
Securities
Preferred
Securities Ranking Equity Securities

with
issuance
the Series 2007-
Company Preferred
Securities
as
to
Parity
respect
the Outstanding
with this
Company Preferred
issuance.
and the Company
will
not acquire any assets
in
connection
University
Street
It
University
Street,
Inc.
a Washington
corporation.
has elected
be
as
is
to
treated
real estate
investment
trust for
University
Street
holds
100%
(
the
in
of
Company Common
Securities,
which represent
the
100%
the voting rights
the Company
below).
subject
of
of
the limited rights
holders
Company Preferred
Securities
described
II
Asset Trust
and Asset Trust

Mutual
I)
Washington
Home
is
Equity Trust
Asset Trust
a Delaware
statutory
trust
I
existing
as
of
under the Pooling and Servicing
Agreement, dated
March
7,
2006
the Asset Trust
Pooling
Trust
and
Servicing
Agreement), among
Trustee,
WMB,
as
servicer,
the Company, Delaware,
Deutsche
Bank National
as
Company,
and Deutsche Bank
Trust
Company
as
Delaware
trustee ( the Asset
to
Return
WMIPC_500002168.00018
CONFIDENTIAL
Trust I
Delaware
Trustee).
The Asset
Asset
for
Trust
I
Agreement
is
a
the governing
real estate
instrument investment
Asset
I.
Trust
Trust
will
make
as
an
be
of
to
election
treated
mortgage
conduit
REMIC)
of of
by
of
of
The assets
Asset Trust
with
consist
the portfolio
HELs
conveyed
the Company
to
Asset
in
by
Trust I
connection
the issuance
the Company
Securities
by
and 2006- B Company
Preferred
and the
of
related offerings
Trust I
the Trust
and by
WaMu Cayman
primarily Trust
I
the
its
WaMu Cayman
Securities.
The HELs were
originated
of
acquired
through
branch network.
As
1,
WMB
April
2007, the HELs held by the
Company through Asset $ 4,425,472,561.

2006-
had an aggregate
unpaid principal
balance
of
approximately
OA1
Asset Trust
II )
is
WAMU
Servicing
a Delaware 13, 2006

I
(
statutory trust existing
under the Pooling and
the Asset Trust
II
Agreement, dated as
of
December

the Trust
Agreement, and together

Servicing
with the
Asset Trust

servicer,
Agreement,
Pooling and
Agreements), among the Company,
WMB, as
II
Deutsche
Bank
Company
as
Delaware,
Trust
Delaware
trustee ( the
Asset Trust
Delaware
Trustee),
and Deutsche Bank National
as
II
Company,
Trustee.
II.
The Asset
Trust
Agreement
treated
is
the governing
for
of
instrument States
Asset
Trust
Asset Trust
II
will
make an
to
election
be
as a REMIC
United
Federal income tax purposes.
or is
a
its
bil-
by
of
Asset Trust
II
The assets
consist
substantially with
the portfolio
Option
ARMs
of
conveyed
II in
II by
to
the Company
Asset Trust
connection
the issuance
the
Company
the Series 2006- C
by
Preferred
Securities
related offering July
Trust
the Trust
II
Company
and the
of
Securities.
The Option
by
of
ARMs were
Option
originated
between
31, 1997 and April 21, 2006. As
1,
WMB
April
2007, the
by
held
II
ARMs
the
Trust
had
an
aggregate
of
WMI
With a history dating back
to
1889, Washington
Mutual,
Inc.,
a Washington
corporation,
in
consumer
and
small
business banking
company
U. S.
with
operations
major
markets.
Based on
consolidated States
assets on December
largest
31, 2006,
WMI was
S.- based
the largest
thrift
holding
company
in
the United
and the seventh
among
with
bank and
thrift
holding
companies.
As
December
lion, total
31, 2006, WMI,
together
subsidiaries,
billion
had
total
assets
of
its
approximately
$346.3
of
liabilities
approximately
$ 319.3
and
of
total
stockholders
equity
total
approximately
of
$ 27.0
billion.
As
December
billion.
31, 2006, WMIs
and
stock
is its
WMI
subsidiaries also
listed
had
deposits
approximately $ 214.0 the symbol Washington
common
number
on the New York Stock Exchange
of
of
under
Seattle,
U.
all
of
WM. The 98101 and
principal
its
business
offices
WMI
at
are located
1301 Second Avenue,
telephone
is
206- 461- 2000.
WMB
Washington Mutual Bank
is
savings
association,
chartered
and operating
from
as
Home
Owners
Loan Act
services
( the latter
of
1933,
amended.
loans;
WMB
accepts deposits
credit card,
the general public; originates,

equity
purchases, loans
and
sells
home
makes
home
and commercial real estate
being loans secured

services.
primarily
by
multifamily
properties);
and
offers
cash management through

its
and
deposit
WMB
purchases,
sells
and services
loans
to
subprime borrowers insurance products
subprime mortgage
channel.
services
WMB
subject
also
its
markets annuities insurance
and
other
and offers securities brokerage

association,
through
and
is
broker/
dealer subsidiaries. As a federal savings
to
WMB
regulation
and
by
is
examination
the OTS,
primary regulator.
an
indirect,
wholly-owned
of
its
WMB
6
subsidiary
WMI.
by
of
of
of
Return
WMIPC_500002168.00019
CONFIDENTIAL
The Offering
Issuer . .
.
. . . .
. . . .
As
to

III,
Washington
trust.
Mutual Preferred
Fund-
ing Trust
a Delaware
statutory
to
As
the Series 2007-
Company Preferred
Securities,
Wash-
ington
bility
LLC, a Delaware
limited lia-
company. the Series Preferred Stock

for
( which
As
be
to
M WMI
will
repre-
sented
by
Depositary
Shares)
be
will
exchanged
upon the occurrence

Mutual,
Inc.,
of
Conditional
Exchange,
corporation.
Washington
a Washington
Offered Securities
. .
Fixedties, rity
to-
Floating
Rate Perpetual
Non- cumulative
Trust Securi-
Series 2007-
A,
liquidation
preference
$100,000
per secu-
in
and $ 500,000,000
the aggregate,
issued
by
the Trust.
Dividends
. .
. . . .
Dividends
ties will
on the Series 2007- A Company Preferred
Securi-
be passed through by the
as
Trust
distributions
on the
Trust Securities
on each date on which the Company pays on

the
the Trust dividends

Trust Security
in
Securities,
an amount per
received
equal
to
the
by
of
amount
Series
tional
dividends
the Trust on a
Securities
(
like
amount
2007-
Company Preferred
including
Addi-
if
Amounts,
any).
to of
For purposes
(
this offering
circular,
we
refer
to
distributions distribu-
with
respect
Company Preferred
payments
Securities)
and
to
tions
and redemption
Securities
( with
respect
the
Company
payable
Common
or
other
Junior
Equity Securities)
by the Company on
the Series 2007-
as
its
securities
dividends. Securities
Dividends
on
Company Preferred
are payable
as
follows:
on
Dividend
Rate.
Dividends
will
the Series 2007-
Company
an
accrue
annual rate equal
3-
to
6.895%
but
excluding
June 15, 2012, and
month
USD
for
LIBOR plus 1.755% commencing

Dividend Period thereafter,
June 15, 2012 and
applied
to
the
liquidation
prefer-
ence
of
$ 1,000 per Company Preferred

If,
Security.
as
Dividend
Payment Dates.
when and
declared
by of of
to
each the
Companys
for
of
at
Board
Managers,
the Dividend
Payment Dates
will
the Series 2007-
A
on
Company Preferred
Securities
15
March 15, June 15, September

year,
and December
15
each
commencing
September
in
or
15, 2007,
each case
Day.
Declaration Series 2007-
of
Dividends,
if
the next Business Day
any such day

etc.
is
not a Business
Dividends
Securities
on the
if,
Company Preferred
Board
when and as
by
of
declared
available applied Security
the Companys
Managers out
applicable
of
legally rate
be
funds,
will
payable
at
the
dividend
to
the liquidation
preference
per Company
basis
Preferred
accruing
will
from
May
24,
2007. Any such dividends
be
to
distributed
holders
be
of
to
Return
WMIPC_500002168.00020
CONFIDENTIAL
Series
2007-
Company Preferred
in
Securities
the manner
of
described
Preferred
under
Description
the Series 2007-
Company
Non- cumulative Company

ingly,
on
Dividends.
Securities
Dividends
the Series 2007- A Accord-
Preferred
are not cumulative.
on
pany
if
dividends
are not declared

for
the Series 2007-
A
to
Com-
Preferred
Securities
payment on any Dividend

will
Payment Date, then any accrued dividends

will
cease
Managers
has not declared

for
a dividend before the Dividend

Period,
Payment Date no
obligation
If
accrue and
not be payable.
the Companys
Board
any Dividend
the Company
will
to
pay dividends
accrued for such Dividend

for that
Period after the Dividend
Payment Date
Dividend
or
Period,
whether
not dividends
on the Series 2007-
A ComSecuri-
or
pany
ties
Preferred
Securities
for
the Company
Common
are declared
any future Dividend
Period.
Redemption/ Replacement Covenant.

. .
.
Capital
.
. .
. . . .
General. Series
On
on
each day
which the Company redeems

Securities,
2007-
A A A
Company Preferred
proceeds
the Trust
will
apply the redemption Series 2007-
it
receives
on the
Company Preferred
to
Securities
redeem a
of
have
like
of
amount
Series below.
Trust Securities.
The redemption
provisions
of at
the
2007-
Company Preferred
Securities
are described
in
of to
in
Subject
certain
ies
a covenant
effect until
May
24,
2017,
its
favor
WMIs debtholders
limiting
WMIs and
subsidiar-
or
to
right
purchase
redeem the Series 2007- A Company

(
Preferred
Securities
among
to
for
others)
in
described
the next paragraph, the prior approval
and subject
the Company any pro-
of
having received
the
OTS
of
posed redemption
rities,
Series 2007-
A Company
Securities:
Preferred Secu-
at
the Company may, 2007-
its
option,
redeem the
Series
Company Preferred
to in
in
whole
but
not
part,
prior
the Dividend
Payment Date
in
June 2012 upon the occurCompany Act Event, a

Capital
of:
(
rence
a Tax Event,
or an
of
Investment a Regulatory
Rating Agency Event
Event,
to
cash redemption price equal
the
i)
sum
the greater Secu-
or A)
of:
rity,
$ 1,000 per Series 2007- A Company
Preferred
B)
of
the
sum
of
the present values
$ 1,000 per
discounted from
Security,
in
the
Dividend Payment
Date
June 2012
all
to

for
date,
of
undeclared
to
each Dividend
including
Period from the redemption date
and
dis-
the Dividend
Payment Date
Dividend
in
June 2012,
counted from their applicable
Payment Dates
the
redemption
date
in
on
quarterly basis,
each case
( assuming
a 360- day year consisting the Treasury
of
twelve 30- day
months)
Rate, as calculated
(
by
at
an Indepen-
to
ii)
dent Investment
any declared
to
as
or
of
Return
WMIPC_500002168.00021
CONFIDENTIAL
to in
in
on
whole
but
not
part,
any Dividend
Payment Date
for
prior
the Dividend
Payment Date
in
June 2012
any reason
other
than the occurrence
a Tax Event,
an
of
Investment
or
a Regulatory
at
to
Capital
Event,
a cash redemption
price
equal
the
sum
of in
Payquarafter
A) B)
of:
of
i)
the greater
Security,
$1,000 per Series 2007the
Company
or
Preferred
sum
of
the
present value
$1,000 per Series 2007-
A Company
Preferred Security, dis-
in
counted from the Dividend

the
Payment Date
June 2012
of
redemption dividends
date, for
all
unde-
clared tion
each Dividend
Period from the redemp-
to
date
and
including
the Dividend
their
Payment Date
Dividend
June 2012, discounted
from
applicable
in
ment Dates
terly
the redemption
date,
each case
on
to
basis ( assuming
a 360- day year
of
consisting
twelve
as
by
(
30- day months) Independent declared
the Treasury Rate,
calculated
to
the
redemption
date;
in
in
on
whole
but
not
part,
any Dividend
Payment Date
ii)
Investment
any
in
the
Dividend Payment
Date
June 2012 that
is
not a Five-
Year Date, upon the occurrence
a Tax Event,
an
of
Invest-
ment Company
ulatory Capital
Act Event, Event,
a Rating Agency
or
Event
price
a Reg-
a cash redemption
equal
$1,000 per Series 2007any declared
A Company
Preferred Security, plus

the
to
redemption date;
in
in
or
whole
part,
that
at
of
a Five- Year Date
a cash redemption
Security, plus
price
$ 1,000 per
Company Preferred
dividends
any declared and unpaid
to
the redemption date; and
in
in
whole
but
not
part,
in
the
Dividend Payment
for
Date
June 2012 that
is
not a Five-
Year Date
of
a Tax
Event, an Investment
Company
Capital
Act Event,
a Rating Agency
or
Event
price
a Regulatory
at
Event,
a cash redemption
equal
i)
the sum
A)
to
of
of
the greater
$ 1,000 per
Security,
and (
B)
the
of
of
sum
the present value
$1,000
per Series 2007-
Com-
pany Preferred Security, discounted
from the next succeed-
to
ing Five-
Year Date
all
the redemption date, and the present dividends

for
of
values
undeclared
each Dividend Period

the next succeedDivi-
to
from the redemption

ing Five-
date
and
including
Year Date, discounted
dend Payment Dates on a
in
to
the redemption
date,
each case
consisting
quarterly basis ( assuming
a 360- day year
3-
at
the
month
USD USD
LIBOR Rate
to
applicable
the Dividend
3-
such redemption date
( which
month
LIBOR Rate
price,
will
of
also, for the rate
purposes
calculating
such redemption
be
used
in
calculating
the amount for each such unde-
clared
dividend),
as
by
calculated
ii)
an Independent
Invest-
ment Banker;
plus (
any declared
to
of
is
on
to
at
an
after
at
to
Return
WMIPC_500002168.00022
CONFIDENTIAL
in
the
redemption
date,
each case, without accumulation
to
any undeclared Dates prior
dividends
with
respect
date.
Dividend
Payment
to
the redemption
Five-
Year Date means the Dividend

e.,
Payment Date
in
June
in
2012 and the Dividend Payment Date

succeeding year
(
June
of
each
fifth
of
i.
June 2017, June 2022, etc.)
See
Description
the Series 2007-
Company Preferred
SecuritiesRedemption.
or
or
At
Restriction
initial
on Redemption
of
Capital
Purchases.
prior into
issuance
the Trust Securities, Covenant
WMI
on
will
enter
Replacement
as
described
under Descrip-
tion
Redemption
In
Purchases.
the Replacement
Capital
Covenant,
that,
WMI
if or
will
in
covenant
favor
certain
debtholders
WMI
or
into
of
of
its
or
a
of
or
subsidiary
purchases
redeems any
Trust Securities
Series
ditional
2007-
Company Preferred
Depositary
or,
Securities
after
a Con-
or
Exchange,
Shares
its
related
Series
M
only
price
WMI
is if
and
Preferred
Stock), that
WMI
the
subsidiaries will
do
the extent
total
redemption
or
to
purchase
to
or
equal
less
than designated
percentages
of
the net
dur-
or
cash proceeds
ing
that
WMI
to
its
subsidiaries
have received
the 180 days prior
such redemption
or
purchase
or
of
the issuance
other
securities
combinations under
of
securities
so
will
or
from
having the characteristics

Trust
described
Description
of
the
SecuritiesRestriction
Capital
Redemption
will
or
on
Purchases.
on
The Replacement 2017

without
Covenant
terminate
May
by
or
any action
WMI
any other
person.
WMI
the the Out-
entered
into similar
replacement
capital with
covenants,
without
in
tenyear limitation,
connection
the issuance
standing
Company
2006.
in
Preferred
Securities
March 2006 and
December
Ranking.
. . .
.
. . . .
Trust Securities.
rities
The
be
Trust Securities
will
the only secu-
issued by the Trust. The Amended
and Restated
Agreement)
pro-
Trust
Agreement
of
the
Trust
the
Trust
vide that
the Trust
will
not issue any other securities. Preferred

Securities.
will
Series 2007- A Series 2007-
Company
The
rank pari
Company Preferred
Securities
Company Preferred
Securities
to
and
senior
the Company
Common
of
Securities
and any
of
other
in
Junior
Equity Securities
terms
dividends
and
liquidation
payments. During a Dividend

Period,
the Company
may
not declare
on
of
pay any dividends than dividends
any
its
Junior
Equity Securities
other
in
of
payable
Junior
Equity Securities ranking
the same
or
or
class
series
Junior
Equity Securities
junior
or
or
that class
series,
purchase,
redeem
or
otherwise
acquire
or
for consideration,
rities ( other
directly
indirectly,
any Junior Equity Secu-
of
than as a result
of
reclassification
Junior
Equity
or
Securities
for
into other
Junior Junior
Equity Securities, Equity Securities
or
or
exchange
conversion
for
10
or
of
to
or
to
a
the
24,
of
Return
WMIPC_500002168.00023
CONFIDENTIAL
other
Junior
for
such Divi-
on
dend Period
standing
all
Company
Preferred
Securities
then outdeclared and
in
have been declared payment,
and paid
full,
set aside for
as the case may be.
The Company may

from time Series
issue additional the
Parity Equity
or
Securities
of
time without
consent
the holders
of
to
the
that
2007-
Company Preferred
Securities,
provided
to
i)
after giving
effect
such issuance, the pro forma net book

assets
of of
value
sition
the Companys any
to
( after
giving with
effect
the acqui-
in
New
Assets
connection
will
the issuance
such Parity Equity Securities)
equal
or
exceed 1.5 times
of
the
sum
of
the aggregate
Securities that
liquidation
preference
the Com-
pany
ity
Preferred
then outstanding
and any such Par-
Equity Securities
after giving effect
to
issue,
to
ii)
such issuance,
the Companys
for
pro
or
forma funds from operations, quarters beginning Equity Securities

with
FFO,
the four
fiscal
the
in
fiscal
quarter
which such Parity

(
are proposed
be
to
issued
calculated Securities
( including
A)
assuming
that
such proposed
Parity
Equity
if
issued and
Parity
that,
any
Parity that
Equity Securities
the
Equity Securities

rate,
to
issue)
divi-
bear dividends
based on a
not
floating
the applicable
fiscal
dend
rate will
change during such four
quarters from
in
the rate
effect for
on the
applicable
date
of
determination,
by B)
assuming
each Option
that
ARM
or
directly
indirectly
owned
the Company
the interest rate and the minimum mortgage note

will
monthly payment
in
the applicable
four
not
change during such
quarters from the interest rate and
in
on
of
are the
effect
the
applicable
date
C)
as
to
determination,
and (
adjusted
reflect
any
New
be
Assets)
required
or
equals
exceeds
150%
of
pay
full
annual dividends
preferred
securities Equity
iii)

ties that
and any such
Parity
the Company not otherwise
of to
proposes
issue
and
its
the Comset
in
pany
forth
in is
breach
any
of
covenants
the
LLC
Agreement.
The Series 2007-
A Company
with
Preferred
Securities
respect
to
the
Outstanding
satisfies
Company Preferred
Securities,
and the
Company
Series
the tests for the issuance

Securities
of
the
Parity
2007-
Company Preferred
as
See
of
Description
Securities Ranking.
in
In
of
(
to
on
all
Securi-
Equity
the
Exchange Agreement, WMI
will
covenant
of
favor
the
of
that,
if
holders Series
full
dividends
i)
on
the
Securities
Securities
are not paid, then
WMI
will
not declare
or
ii)
2007-
Company Preferred
or
the Trust pay

divi-
or
or
to,
dends with respect

its
equity capital
redeem, purchase
acquire,
any
Divi-
securities
dend
in
Period,
except dividends
connection
with
a shareholdwith benefits
ers rights plans.
plan,
if
any,
dividends
in
or
connection
WMI
entered into similar exchange
agreements that
11
of
of
Return
WMIPC_500002168.00024
CONFIDENTIAL
included
equivalent
covenants
in
connection
with
the issuance
of
the
Outstanding
Company Preferred
Securities.
If
Conditional
Exchange
the
OTS so
amount
of
directs following
will
the occurrence
an Exchange
for
be
automatically
exchanged
of
like
Depositary
Shares, with each Depositary
of
of
1/
Share representing Perpetual Stock

( the
1000th
a share
WMIs Series
Non- cumulative
Fixed-to-Floating
Rate Preferred
Depositary
Shares).
Event
will
undercapitalized
ii)
(
under the OTSs prompt corrective placed into conservatorship

its
i)
An
Exchange
occur when
WMB
becomes
action receiv-
regulations,
in
or
is
WMB
or
ership
iii)
the OTS,
sole discretion,
anticipates
WMB
a
in
becoming
undercapitalized action that limits
the near term
or
takes
supervisory
the payment
directs
dividends
WMB, and
The Series
equivalent
in
connection
therewith,
such exchange.
M WMI
as as
Preferred Stock
will
have substantially
to
terms
dividends,
redemption
and
liquidation Securiwill
preference
ties,
Preferred
except
of i)
that:
the
Series
M WMI
Preferred
Stock
by
not
of
have the benefit

additional taxes
the covenants, under
including
Description
with respect
described
of
the
Series
2007-
Company Preferred SecuritiesVoting Rights
an
of
ii)
and Covenants; pany Act Event
the occurrence
will
Investment
ability
iii)
or
Tax Event
not affect the
to
redeem
the
Series
M WMI
iv)
Preferred Stock;
Additional
to
Amounts
Preferred
will
not be payable with respect
the Series
Stock;
if
and
WMI
or
to
fails
pay,
declare
full
set aside for
payment, Series
for
whether
or
not consecutive, Stock
dends
Parity
on
the
M WMI
or
Preferred Periods,
other
Stock
six
Dividend
the authorized
number
by
of
of
ComWMI
M WMI
and
divi-
Voting
WMIs directors
will
increase
two,
and the holders

with
Series
M WMI
any
rights,
Preferred equity
Stock, voting together
the hold-
of
of
ers
other
capital
securities
I
WMI
having similar
voting
tive
including
WMIs Series
Perpetual
Non- cumulaNon-
Fixed Rate Preferred Stock, Series J Perpetual
cumulative
Fixed Rate Preferred Stock and Series L Perpetual

Preferred for
Non- cumulative Fixed Rate
Stock issuable upon an

I
in
Exchange
Event
exchange
the Trust
Securities, applicable,
WaMu
will
Securities
Trust
II
Cayman
have the
Securities,
in
to
as
or
right
elect
two directors
addition
to
the
directors
in
at
then
office
the next annual meeting
of
shareholders.
in
in
WMI
ferred ferred
will
covenant
the Exchange
that
Agreement
of
of
the
favor
it
holders
of

that
will
not issue any pre-
stock
would rank senior

its
the Series
Stock upon Stock

will,
issuance.
Each share
of
Series
M WMI PreM WMI

passu then
to
Preferred with
upon issuance, rank
at
least pari
outstanding.
12
if
of
WMI,
any,
to
Return
WMIPC_500002168.00025
CONFIDENTIAL
Voting Rights and Certain
as
of
Covenants
. .
. . . . .
Except

will
the Series 2007-
Company
not have voting rights.
The LLC Agreement
will
provide that, except with the consent
or
of
of
at
of be or
the
affirmative
vote
the
holders
least
two- thirds
voting
of
the series
Company Preferred
the Company merger
Securities, not:
together
as a
single class,
will
or
effect
consolidation,
entity
share exchange
controlled by,
with
or be
all
into
another
other
than
or of
an
entity
under
common
control
with,
WMI;
of
issue
any equity securities
the Company
ranking
senior payments
of to
in
Securities
respect
or
on
to
dividends
liquidation
Securities
Senior Equity Securities); borrowed
incur
any indebtedness
for
money;
Equity Securities
fiscal
on
pay dividends
the Companys
Junior
unless the Companys
or
of
equals
required
exceeds
FFO 150%
for
the four prior
quarters
on
to
of of to
all
pay
full
annual dividends
series
Com-
then outstanding;
to
of
fail
invest
the proceeds
the Companys assets such
that
the Companys
FFO
over any period
of
four fiscal
quar-
or
ters will required
equal
exceed
150%
of
to
on
all
pay
full
annual dividends
series
Com-
then outstanding;
issue
any additional
Company Common
an of
affiliate
to
Securities
any
person other than
WMI;
or
amend
otherwise
change the terms
of
any Asset Docuthe Trust
in
mentation
a manner
is
that
materially
adverse
or
or
the holders
of
to
any other entity

( including
of
holding
a series
Company and
Preferred
Securities
Trust
I,
II,
Trust the
WaMu Cayman
of or to
Trust
Holder)
holders
that Trust Holders
securities;
remove
cause
be removed,
as
applicable,
Washington
or
the Trusts
name name
to
of or
of
name
nys,
any other Trust Holder unless the
WMI
to
the Compa-
or
the Trusts,
with
name
consistent
the
new group name;
or
to
take the
any action
fail
take
any action that would cause
Company
as
be
to
to
fail
treated
partnership
( other
than a publicly traded partnership taxable

for
as
a corporation)
in
engage
or
U. S.
trade
business
for
to
fail
hold only assets that qualify
for
the portfolio interest
13
to
Return
WMIPC_500002168.00026
CONFIDENTIAL
exemption
under the Code
or
are otherwise
taxes;
exempt from
gross basis United States withholding
to
fail
manage
affairs
such that income with respect

unrelated
the
Trust Securities
does not constitute
business
taxable
income for United States
federal
income tax
purposes;
take
be expected
to
will
cause
a Tax Event, an Investment

occur;
or
Agency Event
a Regulatory Capital Event
amend manner
certificate
formation
LLC Agreement
affects
in
or
of
its
that materially
and adversely
Preferred
the terms
provided,
of
any series
ever, that,
Company
Securities;
how-
if
any amendment
Preferred
affects
fewer than
all
classes
of
Company
Securities,
the amendment
require only
vote
the holders
such
affected voting
class
or
Pre-
of
of
of
the
or
a
least
to
to
ComTrust hold-
its
classes
Company Preferred
class.
Securities,
together
a separate
In
addition,
the
all
LLC Agreement
the Managers,
will
will
provide
that,
without
of
of
consent Manager,
including
the Independent
the Company
not:
terminate,
amend
or
or
otherwise
change any Asset
Documentation;
effect the
or
consolidation,
merger
that
share exchange
( excluding
Conditional
Exchange)
to
is
not tax- free Securities,
the holders
of
of
any series
Company Preferred
and the was approved
related
trust securities,
unless the transaction
by
or
of
the consent
affirmative
vote
the holders
Preferred
of
of
all
two- thirds voting
the series
Company
together the
as
a single class.
will
In
if
addition,
fails
provide
that
i)
LLC Agreement
full
of
Securities,
the
on
to
pany
ferred
of
pay
dividends
any series
Company
(
on
ii)
Securities
any Dividend
full
Payment Date,
the
by
at
fails
pass through
dividends
paid
the Company
the Series 2007-
Company Preferred
Securities
to
the
fails
or
of
ers

full
by
pass through
dividends
paid
the Company
on
the series
by
to
the
like
on on
of
Company Preferred
to
Securities
held
(
iii)
that Trust
Holder
any Dividend
occurs,
Payment Date,
or
a Bankruptcy
Event
Preferred
of
of
all
the holders
voting
the
series
Company
as
Securities,
together
the
fill
a single class,
by
majority vote,
are entitled
remove and
or
to
initial
any succeeding
Indepen-
dent Manager
the vacancy created
by
to
such removal
in
or
any other vacancy
existing
the office
of
the Independent
Manager.
of
Each holder
Trust Securities
will
have the
to
right
direct
as
Property Trustee acting for the Trust, Series 2007-
as of
holder
the
Company Preferred
to
Securities,
the exer-
of
cise
the voting rights described
above
to
pertaining
of
amount
Series
2007-
Company Preferred
Securities
14
as
of
Return
WMIPC_500002168.00027
CONFIDENTIAL
by
its
represented
respective
Trust Securities.
See
Descrip-
of
tion
the Trust SecuritiesVoting Rights.
or
of is
If
Additional
Amounts
the Company Taxes

will
the Trust a result
required
withhold
or
to
pay any
as
an
Additional
Additional
Tax Event, the
as
Company Company
required
Preferred
pay
additional
amounts on the Series 2007such amounts
as
Preferred
Securities
will
be
so
that
dividends and/
on the Series 2007-
A Company
by
will
or
Securities
the amounts passed through
the Trust on the Trust Securities, reduced
as
applicable,
not be
as a
of
result
any such Additional
Taxes. See
Securi-
of
Description
the Series 2007-
Company Preferred
are
If
ties Additional Amounts. exchanged

tional
for
Series
M WMI
will
Preferred Stock upon a Condi-
Exchange,
WMI
not be obligated
Preferred
to
pay Additional
Amounts
Assets and Asset Trusts
on the Series
M WMI
Stock.
of
The assets
Trust
I
the Company currently

Certificate
I
of
consist
the Asset
Class
A Trust
in
interest
Asset Trust
and the Asset
II
Trust
Class
A
in
Asset
includ-
Trust Certificate
interest
II,
Trust ing
along with certain other Permitted
Investments,
of of
cash. Each
the Asset Trusts
is
a statutory trust formed
of
under the laws formed pursuant
the
State
Delaware.
Each was
originally
to
a trust agreement
between the Company, Company Delaware,
as as
depositor,
and Deutsche Bank

trustee.
Trust
Delaware
The
respective

I
Agreements among WMB,
as
Asset Trust
Servicer, Trust
the
Comas
for with
I
as
pany,
depositor,
Deutsche
Bank National
Trust
Company,
as
Trustee,
and Deutsche
Bank
Company Delaware,
trust
Delaware
trustee, restated
the respective
agreements,
and each
now the governing
instrument
will
of
is
the applicable
election
Asset Trust. Each Asset Trust United States

federal
make a REMIC
of
of
of
The assets
conveyed
Asset Trust
consist
the portfolio
HELs
the
Company
Asset Trust
in
by
to
connection
by
the issuance
Preferred Securities Securities
rities.
the Company
of
Securities
and Series 2006offerings
B Company
of
Trust
I
Preferred
and the
by
related
the Trust
by
and
WaMu Cayman
1,
2007, the
I
of
the held
WaMu Cayman
by
the
Secu-
of
As
April
HELs
Company
bal-
through
Asset Trust
had
an
aggregate
unpaid principal
II of
ance
Trust
The assets
of
Asset
of
II in of
consist
substantially
the portfolio
Option
ARMs
with
by
conveyed
the
Company
to
Asset Trust
connection
by
of
the issuance
Preferred
the Company
the Series 2006- C Company
by
Securities
and the related offering
II of
Trust
the
As
of
1,
II
Trust
Securities.
April
2007, the Option

Trust
ARMs
held
by
the Company
through balance
Asset
had
an
II
aggregate
unpaid principal
of
approximately $2,204,305,471.
Unless the context requires otherwise, Asset Trust

I
the
HELs owned
Asset Trust
15
II
and the Option ARMs owned
by
by
Return
WMIPC_500002168.00028
CONFIDENTIAL
in
are referred
as
to
this Offering
Circular collectively
the
Mortgage
Loans.
to
From time
ble
time,
the Company below. not be
may
acquire
additional
Eligi-
Assets, as described
Trust Securities
Listing
. . . .
. . . .
The
on
will
listed
any securities system.
exchange
or
automated
dealer quotation
of
of
Use
Proceeds
. . .
The
ties
Trust will
use the proceeds
the sale
of
the Trust Securia

like
in
to
this
Offering
purchase
from the Company
of
amount
Series
will
2007-
Company Preferred
Securities.
The
Company
Series
invest
the proceeds
from the sale
of
the
2007-
Company Preferred
in
Securities
Permitted
of
Investments
Additional
pending future use
such proceeds
to be
acquire
or
Assets
for
general corporate
purposes
of
the
Company, which may
on
include
payments
that
the Company Preare eventuUniversity
To
ferred
ally
Securities.
the extent
Additional
such proceeds
to
used
purchase
Assets from
WMB,
will
Street,
WMI
of
or
their
affiliates,
such proceeds which
used
for
general corporate chase Ratings
purposes,
may
include
the repur-
WMIs common
stock.
. . . .
. . . . .
The ance a
to
Trust Securities
are expected
be assigned upon
issu-
of
ratings
BBB
by Standard
Hill
& Poors Rating
Services,
of
Division
The McGraw-
Companies, Inc.
Inc.
Baa1 by Moodys
Investors
Service,
by
Fitch, Inc.
Fitch).
is
rating
not a recommendation
subject
or or
to
Moodys) and
S&P),
buy,
sell
hold securities
and may be
to to
revision, rating
at
suspension
organization.
withdrawal
Risk
any time by the assigning

Relating
See
Factors Risk
the Terms
of
the
Trust Securities
and the Series 2007- A Company Pre-
ferred
SecuritiesRating agencies
may change
rating
methodologies. Tax Consequences
It is
anticipated
that
the Trust
will
be
as
treated
a grantor trust
Accordingly, treated
for
United States federal income tax purposes. a Trust Security expected
each holder
it
owned
directly
the Series 2007- A Company Preferred such Trust Security.
Secu-
rities
allocable
to
The Company a
publicly
as
to
intends
qualify
a partnership
other
than
for

federal
as
a corporation)
United States Series 2007-
and thus, the held
A
to
Company Preferred
constitute
by
Securities
the Trust
in
are intended
equity interests
partnership.
it
partnership,
the
Company intends
that
will
not
be
subject
to
United States federal income tax. Instead,
each
its
of
holder
be
on
to
Trust Security federal losses,
will
required
report
United States
gains,
income
tax return
share
of
its
the
income,
deductions
and
of
credits
the Company
that
are alloca-
to
distributions.
See
U. S.
Certain
Federal Income
if
ble
the Trust, even
such holder has not received any cash
Tax Considerations
United States
Federal Income
Tax Consequences.
16
as if
As
a
be
to
of
is
Return
WMIPC_500002168.00029
CONFIDENTIAL
by
or
be
ERISA Considerations .
No
Trust Security
may
purchased
for
to
transferred
any
an
Benefit eral
Plan Investor,
except
insurance
company genthat,
account
that represents,
warrants
and covenants
B)of A) or it is
it
the time
of
acquisition
(
and throughout
the period
holds the
securities,
eligible for
and meets the requirements Transaction the assets Class Exemp-
Department
tion
Labor Prohibited
of
95-60,
less
than
25%
of
such general Plan Investor
of
account
are
represent)
assets
Benefit
C) it is
and
not a person who has discretionary authority respect the assets the Trust
or
of
to
control
with
any person
who provides investment
advice for a fee
( direct
or
indirect)
or
with
respect
such
f)(
of
to
assets,
any
affiliate
such a person
and would not otherwise 2510.3- 101(

Governing
1).
excluded
under 29
Law
. . . .
The
Trust
Agreement, the Trust Securities,
the LLC AgreeSecurities with,
ment and the Series 2007- A Company

will
Preferred
governed
the State
by,
and construed
Delaware.
in
be
accordance
C. F. R.
be
the
of
of
laws Stock
The Series
WMI
Preferred with
will
governed
and construed
in
by
be
accordance
of
of
the laws
the State
by,
Washington.
The Depositary
Shares the
will
governed
the State
and construed
in
be
accordance
with,
of
of
laws
New
York.
CUSIP
ISIN
.
. . . .
. . . .
. . . .
. .
93935R AA3 US93935RAA32
. . . .
. . . .
17
or
of
at
Return
WMIPC_500002168.00030
CONFIDENTIAL
RISK FACTORS
Purchasers should carefully consider the following risk factors
in
conjunction
with
the other
in
information
contained
circular,
this
offering circular,
as
well
as
is
information
that
incorporated
by reference
in
this
offering
before purchasing
the financial entitlements
of
which
will
of
of
to
be
those
like
amount
Series 2007- A
Company
Preferred
Securities
and
in
which are conditionally

Preferred Stock.
exchangeable
into
Depositary
Shares representing
interests
Series
M WMI
to
of
Risks Relating
Securities
the Terms
and the Series 2007- A Company Preferred
of
the Series 2007- A
Company
to
Preferred
Securities.
if
Holders
Trust Securities
will
receive distributions only
the
Company pays
dividends
on
Amounts
available
the Trust for payment
on the
Trust Securities
will
be
to
for
for
limited
dividends
by
received
If
the Trust as the holder

declare
of
Securities.
the
Company does not

the Trust
will
and pay dividends

any dividends
on
the
Securities,
not pass through
holders
of
to
Dividends
on the Series 2007- A Company Preferred Securities

are not cumulative
and pur-
chasers
will
on
for any Dividend
Period unless that Divi-
dividends
are authorized
like
and declared by the Companys Board
of
Managers
of
dend Period on the

Trust.
amount
Series 2007-
A Company
Preferred
Securities
held by the
Dividends
on the Series 2007- A Company Preferred Managers does not declare a dividend
Period,
Securities
are not cumulative.
Consequently,
of
if
the Board
on the Series 2007-
Securities Securities,
for
any Dividend
the Trust, as holder
of
the Series
will
A Company Preferred 2007- A Company Preferred

that that
and consequently
the holders
of
Trust Securities,
Period.
addition,
to
of
it
Dividend
the Companys
Board
full
Managers
may
determine
would be
in
of
In
the
Companys best Company
interests
pay less than the
amount
on
the
Series 2007-
or
Preferred
Securities
for
if
no dividends
any Dividend
Period even
funds are available.
Factors that would generally determination are the amount
considered
available
the Companys
Board
Managers
condition
in
by
of
be
making
this
of
funds,
the Companys financial

regulations,
and capital needs,
of
the impact
current
and pending
legislation
and
economic
conditions
and
tax
considerations.
of
to
The
level
the Companys
assets relative
the aggregate liquidation preference

of,
of
the
Companys preferred securities could shrink over time because
among
or
other things, divi-
by
dends paid
Securities
the
Company on
at
the
Company Common Securities

date.
other Junior Equity
if
any are issued
a future
The LLC Agreement Companys Junior

dividends preference
Description
includes Securities
provisions
that limit
the Companys
ability
pay dividends
on on
to
the
to
of
Equity
but, subject
satisfaction
those limitations, does not prohibit
of
that
could cause the level the Company Preferred the Series 2007-
the
Companys assets
to
relative
the aggregate
liquidation
of
to
Securities
shrink.
These
limitations
are described
under
of
Company Preferred SecuritiesRanking, They

include
Restrictions
Dividends
and Voting Rights and Covenants. a Dividend redeem

Junior Period,
the following:
during
the Company acquire
may
not pay dividends
on
Junior
Equity Securities,
( with
or
purchase,
otherwise
for consideration for
directly
or
indirectly
limited series
on
exceptions)
Equity
Securities,
unless dividends
such Dividend
Period
in
Company Preferred
aside
for
Securities
then outstanding
have been declared
and paid
or
full,
set
payment,
as the case may be; and 18
of
all
or
Return
WMIPC_500002168.00031
CONFIDENTIAL
or
of
of
at
of
without
the consent
affirmative
vote
the holders
least
two- thirds
series
as
Company Preferred
Securities,
voting
together
may
for
not;
on
pay dividends
fiscal
full
Junior
Equity Securities exceeds
unless the Companys
FFO
be or
the four prior
or
of
quarters
equals
150%
required
to be
of
pay
on
of
all
dividends
series
amend
for
or
otherwise
with the
change the requirement
that
the Company make investments
all
and
of
distributions
proceeds
the Companys assets such that the Companys
FFO
on or
of
any period
four fiscal
quarters
will
equal
exceed
all
150%
of
of
the amount that

Preferred
be
to
would
required
pay
full
annual dividends
series
Company
Securities;
of
Additionally, Securities without
the Companys
Board
Directors
has the power
to
create and issue Parity Equity
so
the consent the
the holders
the
Company Preferred
of
Securities
long
as
of
of
the
on
Company
satisfies
FFO
Test
a pro forma basis and the pro forma net book value 1.5 times the
of
the
or
Companys assets equals Company

issued. Preferred
exceeds
sum
the aggregate
liquidation
preference
of in
the
Securities
then outstanding
and the Parity Equity Securities
proposed
As the Mortgage
Loans held
payments
or
by
the Asset
Trusts
prepay
repay principal
and
distributions with
by
to
to
respect
such
principal
are
made
each Asset
Trust
the Company
to
to
subject
the
limitations
referenced
above, the Company
may choose
to
apply such amounts and any retained
proceeds
Securities
this
offering
pay dividends

Investments
or
of
to
Securities
other
Junior
Equity
in
or
reinvest
such amounts
Permitted
or
additional
Eligible
Assets. Since and Series 2006approximately
on
6,
March
2006, the date

Preferred
which the Series 2006-
A Company Preferred
Securities
Company $ 1.58
Securities
were
issued,
the Company
has paid dividends
totaling
on
billion
the Company
Common
subject
I
Securities
from principal and interest collections above, the Company
on
the
distrib-
Mortgage
Loans. Additionally,
to
could
or
of
the Asset Trust
Asset Trust
II
ute a portion

Securities.
Class
A Trust
Certificate
as
a dividend on the Company Common

extraordinary dividend, extraordinary dividend. Securities
The Company has no
to
current
intention
pay an pay
or
no
and
WMI
has
current intention
cause
permit the Company the Company
Nevertheless,
dividends
paid by the
Company on
to of
above,
Common
in
in
could result
its
a reduction
with
the Companys assets that could have the consequence, the Company not having funds
notwithstanding
compliance dividends
the limitations referred
in
an
and
that
to
to
available
pay
full
on the Series 2007-
Company Preferred
investment
Securities
future
periods
or
by
of
of
of
loss
investors
some
the amount
their
were the Company
to
all
be
liquidated.
The Trust Securities
and the Series 2007- A Company Preferred Securities
are perpetual
at
of
of
not redeemable
the option
the holder, and holders investment back.
can have no
assurance
of
receiving
their initial
at
The
Trust Securities
may
not be redeemed
the option
of
their
holder
under any circumstances, 2007-
are perpetual
Preferred
maturity date.
will
If
and have no
and when the Company redeems Series
Company
of
Securities, Preferred
the Trust
Securities
redeem a
like
amount
Trust Securities.
While the Series 2007- A under certain
be
at
Company
may
redeemed
of
the option
the Company
is
to
of
circumstances
described
herein,
any such redemption
subject
the approval
the
OTS and may

guarantee
be constrained
will
operation
the Replacement investment
Capital
Covenant.
in
by
of
Investors
to
have no
right
reclaim their initial

will
from the Trust and there can be
in
no
If
ever be redeemed.
investors
the
Trust Securities
choose absence
sell their
of to
sell
their
in
Trust Securities
order
reclaim
part
their initial
investment
in
or
to
of
all
the
any the
redemption, there can be no guarantee
that
such investors would be able the sale price would
at to
securities
initial
or
that
if
secondary
market,
such a sale occurred
be
or
above the
price.
19
or
to
Return
WMIPC_500002168.00032
CONFIDENTIAL
in
If or
decline
WMBs
or
capital
levels
its
placement into conservatorship Exchange occurs, has deteriorated
receivership
may
at of be
not a
in
result
a Conditional
Exchange.
a Conditional
condition
to
it is
likely
occur
time
when WMBs and WMIs
financial
and may have other
adverse consequences.
in
an
be
The
to
returns
from
investment
will
dependent
Conditional
significant
extent
by for
the performance
and
capital
or
of
the performance
and
capital
the placement
the
OTS
of
WMB due levels WMB

of
the occurrence Shares
the potential
Exchange.
into
decline
WMB
conservatorship
in
or
an
of
receivership
could result
for
Exchange
Series
Event and a Conditional
Exchange
Depositary
representing
M WMI
Preferred
Stock.
The Series
the Trust.
in
in
WMI
Preferred
Stock would represent
investment
WMI
and not
the Company
Under these circumstances:
in
the
Trust Securities
would be exchanged
WMIs financial
for
preferred
equity interest
WMI
at
or
an
a time when
have would
it or is
WMBs
in be
and, ultimately,
into
condition
has deteriorated and, accordingly,
when
WMB may
Series
or
been placed
conservatorship
receivership
unlikely that
to
a financial Stock;
position
make
any dividend
payment on the amount
Preferred
in
of
of
of
of
of of
of
WMI M WMI
all
the event
liquidation
WMI, the claims
creditors
WMI
the
and
its
subsidiaries,
in
to
including interests
rities
WMB,
such
would be entitled
priority
payment over
claims
holders
of
equity
as
the Depositary
Shares, and, therefore, Shares
the former holders Series
of
the
Trust
SecuStock not
who would then hold the Depositary

receive substantially less for
representing
M WMI
Preferred
may
than such holders would receive had the Trust Securities Shares. See
been exchanged
the Depositary
Risk
Series
Factors Applicable
Preferred
to
Depositary
will
in
Shares Issued
a Conditional
ExchangeThe
of
WMI;
M WMI
Stock
rank
subordinate
for
to
Conditional
Exchange would most
likely
taxable incur
event
holders
and
by in
to
of
that
event the holders generally would
a gain
as
or
loss,
the case may be, measured
the difference
between
their
adjusted
in
tax basis
and the
of
fair
market value
the Depositary
Shares; and
of
to
although
the terms
Depositary
Shares are substantially similar

Securities, there
the terms
that
of
the
are differences
holders
of
Trust
will
Secu-
to
rities
might
deem
be
important,
such as the fact that holders
of
Depositary
with
Shares the right
as as
in
or
by
generally directors
have voting
rights,
except
required otherwise
law
connection
to
elect
if
dividends
are missed
described
in
or
this
Offering Circular ( see
of
Description
the
Series
M WMI
Preferred
Stock Voting
Rights),
and
will
not benefit from
as
the
same covenants
the Series 2007-
Company
Preferred
Securities.
of
The terms

rights.
and the Series 2007- A Company Preferred Securities
pro-
vide for limited voting
in
in
Except
specified
the Trust Agreement
relation
the right
its
direct
the manner
which the Property Trustee acting Series 2007rights.
to in
or
as
to
on
of
to
behalf
the
Trust exercises
voting rights with respect
the
of
Company Preferred
Securities,
holders
Trust Securities
are not entitled Series 2007-
to
voting
in
of
Except
as
specified
the
LLC
to
Agreement,
voting without
the Trust, as holder Nevertheless, the
Company
the the
is
Preferred
Securities, taking
not entitled
rights.
LLC Agreement
least
all
prohibits
or
of
at
Company from
Series 2007Preferred
certain
actions
the consent
voting
vote
two- thirds
of
either
or
of
Company Preferred
voting
of
Securities
separately
the series
Company
as
as
Securities,
together
single
class,
applicable. Securities
For a description have a right
of
the matters see
of
on which the holders
Series 2007-
Company
Preferred
to
vote,
of
Description
the Series 2007-
Company Preferred SecuritiesVoting Rights and Covenants.
20
in
on
to
Return
WMIPC_500002168.00033
CONFIDENTIAL
of
Holders

rights;
and Series 2007- A Company Preferred Securities
have no
redemption
however, the
Company may
Securities
is
but
not required
to)
redeem the
Series 2007- A
Company
cause
Preferred
on any Dividend
Payment Date, and such
an
redemption
will
automatic
redemption
of
Subject
the Replacement
Capital
Covenant
and the
of
to
prior
(
approval
the OTS, the Company
i) in
may redeem
Dividend
the Series 2007-
A Company
in
whole but not
part
on any
Payment Date upon the occurrence
a Tax Event,
an
of
Investment
Company Act Event, a on any

other
in
ii)
Rating Agency Event
a Regulatory
price
Capital
Event and
whole
in
or
or
part,
Dividend
at
Payment Date,
Security,
to
a redemption
equal
the liquidation
any, plus
preference
per Company Preferred
plus declared
but unpaid dividends,
if
U. S.
Treasury- based make- whole amount
in
if
the redemption occurs
prior
the Dividend occurs
Payment Date
occurring
June 2012
or
to
a LIBOR-
if
based make- whole

Fivewill
the redemption
after
June 2012 on a Dividend Payment Date
is to to
that
not a
of
Year Date. The redemption by the Company
the Series
for
2007-
Company Preferred
Securities
will
automatically
cause a redemption
of
the Trust Securities from the Company
which the redemption price
be
as
of
paid from the proceeds the Series 2007-
the Trust receives
a consequence
the redemption
Company Preferred
Securities.
The occurrence
a Tax Event, Event

will
an
of
Investment
give
or
a Regulatory
Capital
not,
however,
Preferred
of
to
holder
any right
require that
the Series 2007-
Company
Securities
or
be redeemed.
If
the
Company redeems
redeemed, redemption
the
Securities,
will
be
automatically
their
and the former holders
of
the Trust Securities yield
may not be able

terms comparable payable only
in
invest
proceeds
securities
with
a dividend
and
other
those

with
A Treasury- based
to
prior
make whole amount Payment Date
will
connection Dividend
only that
a redemption
in
the Dividend
occurring
June 2012;
will
in
be
of
after
the
in
Payment Date
occurring
June 2012, a LIBOR- based

Securities
make
whole amount
be
payable
is if
are redeemed
on a Dividend Payment Date
not a Five- Year Date and no Tax Event, Investment

Capital
Company Act Event, Rating Agency Event
or
Regulatory
Event shall have occurred.
to
The Series 2007-
A Company
of
Preferred
Securities
will
rank subordinate preferred

securities
claims
the
Com-
panys creditors and on a parity with other series
of
issued by the
Company.
to
The Series 2007- A Company Companys

dividends
Parity creditors.
Preferred
Securities
will
rank subordinate
will
claims
of
all
the
The Series 2007- A Company Preferred

with
rank pari passu
and upon
liquidation that
the Outstanding
Company
Securities
and any
other
Equity Securities
the Company
may
to
issue.
The Company may
as
issue additional
Parity
Equity
in
at
at
Securities without
any time
the future, subject
satisfying certain conditions
the time
of
issuance,
or
of
on
to
if
the consent
approval
of
the
holders
Accordingly,
the
Company does not have funds

Securities;
legally available
pay
full
dividends
of
all
series
the
Company Preferred
in
or
the event
the Companys liquidation,
or
of
dissolution liquidation
winding
up,
the Company does not
to
of
of
all
have funds legally available

pay the
full
value
the series
Company
be
to
to
any funds that are legally available
pay such amounts
will
paid
pro rata
Securities
the Series 2007other
Company
Preferred
Securities,
the Outstanding
Company
Preferred
and any
Parity
Equity Securities.
See
of
Description
Other Company
Securities.
21
to
of
Return
WMIPC_500002168.00034
CONFIDENTIAL
There
has never been a market
for

for
to to
Prior
this Offering,
there
was
no
market
Although
the
Initial
Purchas-
in
so
no
do
to
ers intend
extent that
make a market
they
are under
obligation
and,
to
for
the
be
such market making
it
commenced,
exchange
may
or
at
is
discontinued
any time. The Trust Securisystem. There can
be
on
ties will
not
listed
any securities
automated
for
dealer quotation
or
no
an
assurance
that
active
and liquid trading market
will
develop
trade
to
sustained.
such a market were

factors, including
at
If
develop,
the
prices
would
on
depend
many
of
prevailing
interest rates,
the operating
results
the Company,
for
be
of
be
WMB
and
and WMI,
and the market
similar securities.
initial
Holders
Trust Securities
may
not
able
at
or
resell their
will
Trust Securities
above the
price.
Furthermore, the Trust Securities
that
are not
be
be
not
registered
Act and
will
deemed
be
to
restricted
securities transfer
of
within
the meaning
Rule 144 under the Securities
Act and are subject
to
significant
in
as
on
to
restrictions
described
Notice
liquid
Investors.
These
for
restrictions
transfer
may
inhibit
the impact
of an
of
development
active
and
trading
market
and may adversely
the market price
The Trust Securities The Company,

Trust Securities
or
are not obligations of,
guaranteed
by,
any other
entity.
or
of
do not
constitute
obligations
equity
securities
WMI, WMB, the
WM
an
Marion Holdings,
LLC,
intermediate
holding company
between
WMB
and University
Street Trusts
Marion), University with
Street, either
Asset Trust
or
any
entity
other
than the Trust, nor are the
by
to
obligations
respect
the
Trust Securities Street,
guaranteed
either
any
In
entity.
particular,
neither
WMI, WMB, the Company, Marion,

guarantees holder
that
University
Asset Trust nor any other entity
by
the Trust
will
pass through
any dividends
paid
the Company
capital
fails
the Trust
other
as
to
the
to to or
to
nor are they obligated
provide
additional
support
in
to
will
of
the Trust
enable the Trust
make
distributions Securities
the event the

Trust
Company
no
for
pay dividends pass through Shares
the Series 2007-
Company Preferred The
and the
has
dividends
holders Series

Preferred
Trust Securities
are not exchangeable Exchange.
Depositary
M WMI
right
Stock except
upon a
Conditional the
No
for
holder
of
Trust Securities
to
to
have the
require
the Trust
exchange
Trust Securities
Depositary
Shares.
The Series 2007-
A Company
of,
in
Preferred
Securities
represent
solely an interest
the
Company
and are not obligations
or
guaranteed by, any other

entity.
The Series 2007- A Company
not
constitute
obligations University
or
do
equity
securi-
of
ties
any entity other than the Company, including Asset Trust, nor are the Companys
WMI, WMB, Marion,
Street,
the Trust
to
and
either
obligations
with
respect
the Series 2007-
Company
by
In
Preferred University
Securities Street,
guaranteed
any other
entity.
particular,
neither
WMI, WMB, Marion,

that
the Trust, either Asset Trust nor any other entity guarantees
the Company
capital
to or
declare support
Preferred
pay any dividends
the Trust, nor are they obligated
provide
additional
or
to
to
other
on
to
to
the Company
enable the Company
pay dividends
the Series 2007-
Company
are
in
to
Securities for this Preferred
the Trust
the event the Companys assets and results from operations
or
to
of
insufficient
purpose
the Company
otherwise
fails
do
so.
Holders
Series 2007-
A
any
do
an
to
Company
securities
Securities
not
have the right
require
exchange
of
their securities
WMI
or
of
WMB.
Rating agencies
may change
rating methodologies.
The
developing
for
rating
methodologies
the rating
to
for securities
with features their
similar
are
still
in
and
agencies
may change
ratings
methodologies
the future. This
may
include,
example,
securities
the relationship
with features
between
to
assigned
WMIs
senior securities called
and
ratings
assigned
to
to
similar
their

for
If
sometimes
notching.
the rating
in
to
agencies
were
change
practices
rating
such securities
the future and the ratings
of
the
22
or to
will
of
on
to
to
to
be
Return
WMIPC_500002168.00035
CONFIDENTIAL
be
Trust Securities
were
subsequently
lowered,
this
may have a negative impact
on
to
the trading
of
price
Risks Associated The Company
with the Companys Business
by
is
effectively potential
controlled
conflicts
WMI
and the Companys relationship
with
WMI
and
of
WMB may create

All
interest.
be
of
of
the Companys
officers
and
but
one
the Companys
Managers
this
may
also
officers
WMI,
WMB
as
or
their
respective
affiliates,
the case
may
all
be. After
Offering,
WMI,
WMB
and
of
to
all
University
Street
will
continue
control
the Companys
outstanding
voting securities.
WMI,
the
WMB, and
of
to
University
Street will
have the right
elect
the Companys
Managers,
including
Independent
Manager. and University

its
Street
may
to
WMB
University
have interests that are not identical
the Companys
interests.
is
WMI, through
subsidiary,
New
stock,
of
American
Capital, Inc.,
the ultimate owner
WMBs and
that differ
Streets
common
of
and may have investment

Consequently,
goals and strategies
from
of
of
those
the holders
the Trust Securities. University Street
conflicts other
interest
between the Company,

arise.
on one hand, and WMB,
or
and/
WMI, on the
hand,
may
and
of
is
The Company
tion,
dependent on the
officers
and employees
WMI
WMB
for
the selecwith
structuring and monitoring
of
the Mortgage Loans and the Companys

conflicts
relationship
WMI
and
create potential
of
WMB may WMB
interest.
in
WMI
and
of
are involved
virtually
every aspect
the Companys
existence.
WMB WMB
other
administers the Companys
of
day- to- day activities
under the terms
certain
agreements between
is
and the Company. The Company
dependent
on the
of
diligence the
and
skill
the officers and employees and the Companys
of
for
the selection,
structuring
and monitoring
of
WMB
Mortgage
Loans
Eligible
Investments.
This dependency
and the Companys such
close relationship
with
WMI
and
WMB may
create potential
of
of
of
conflicts
interest.
Specifically,
conflicts
interest
may
arise

type and price
WMI
this
in
and
i)
WMB
were directly involved
the decisions
indirectly
regarding
the amount,
of
the
Mortgage
Offering
Loans and other assets acquired
from University
Street
and
price
WMB
of
other
prior
ii)
and
will
the amount,
if
make decisions
on
type and
applicable) Street,
any future
parties.
by
acquisitions
the Company
Additional
Assets from University
WMI
of
The Company
dependent on the
officers
and employees
for the servicing
of
is
WMB
or
of
to
the
in
Mortgage Loans
potential
conflicts
the Asset Trusts and the Companys relationship with
WMB may create

is to of
of
interest.
The Company
dependent
expected respect
be dependent
on
to
Additional
Assets.
on WMB and others for the servicing the Mortgage Loans and WMB and others the servicing any underlying collateral with WMB administers the Companys day- day activities under the terms
for
is
to
of
to-
to
the Asset Documentation

contain
relating
the Companys
assets. with
These agreements
of
contain
and
will
terms that the Company
believes
are consistent
I
those resulting from armslength

Trust
to
negotiations.
With respect
the Asset Trust
is
WMBs
principal
of
servicing
fee
an annual
fee
0.125%, paid monthly,
for
each HEL based on the unpaid Agreement
of
balance
II,
respect
the Asset Trust
is
an
and Asset
Trust
WMBs
be
of
servicing principal
fee
annual fee
0.375%, paid monthly, for each Option
of
II
such HEL. With
to
ARM
fees,
based on the unpaid

Loans,
will
balance
retain
such Option
ARM. WMB, as
charges,
the servicer
including
of
the
to
Mortgage
entitled
certain fees,
fees and ancillary statement
any prepayment
insufficient
payoff
fees and late charges with respect

will
as
the Mortgage generated
Loans
additional
servicing
compensation
with collections
and
also
be
to
entitled
certain
income
by
permitted
investments
made
on
the
Mortgage
Loans.
23
I,
Agreement
and Asset
of
all
Return
WMIPC_500002168.00036
CONFIDENTIAL
Despite
the Companys
of
belief
that
the terms
the Asset
Documentation
between
WMB
and the
on
Company
reflect
and
will
reflect
terms consistent
officers
with
those negotiated
an of
armslength basis, the
on
Companys dependency
WMBs
conflicts
and employees
and the Companys close relationship with such conflicts

interest
may
of
WMB
create potential
interest. Specifically,
may
arise other the
of
have the power
of
to
WMB
modify the terms
the Mortgage
Loans and
respect
in
assets
the Asset Trusts and any Additional
Assets and make business decisions
with
to
an and
servicing
those underlying
assets, particularly
the extent such underlying
collateral
defaulted
otherwise
non- performing.
Regulators
may
limit
the Companys
to
ability
implement the Companys business plan and
may
restrict
the Companys
to
ability
pay dividends.
is
of
Because the Company
an
its
indirect subsidiary
WMB,
regulatory
authorities
will
have the
right
to
examine the Company and
to
activities
and, under certain circumstances,
impose restrictions on
to
the Company that could affect plan and that could adversely
to
its
WMB
or
ability
conduct
business
financial
pursuant
condition
the Companys
results
business
affect
the Companys
and
operations.
is
If
the OTS, which
WMBs
or
primary regulator,
determines that
WMBs
relationship with
in
in
or
an
results
unsafe
if,
Company
capitalized,
unsound
practice,
certain
instances,
WMB
no
is
longer well-
then the
OTS
has the authority
restrict
the Companys the Companys the Companys
to
ability
transfer
to:
assets;
to
to
restrict
ability
pay dividends
its
security
holders;
restrict
ability
redeem
preferred
securities;
to
require
sever
relationship with
the Company
divest
ownership
of
its
its
WMB
or
or
to
its
the
Company.
If
the
OTS
determines that
by
or
payment
dividends
either
subsidiaries,
restrict
under the then- present circumstances,
unsafe and unsound
practice,
the
OTS
could
the Companys
to
ability
pay dividends.
If
I,
in
it
Investment
likely result
Company
II
any
the Company, Asset Trust Act, could
Asset Trust
or
of
the Trust loses its exemption

effect
under the
on the Company and would

Securities
of
a redemption
the Series 2007- A
Company
Preferred
and the
Trust Securities.
I,
Asset Trust
II
Each
the Company, Asset Trust
and the
it is
of
Trust believes
that
not,
and
under
so
to
to
intends
conduct
operations
Act.
as not
the
to
its
be, required
register Act,
as an investment
company
the Investment investment

potentially capital
Company
Under
Investment
Company
a nonexempt entity that
is
is
to
company
required
register with the
SEC and
things,
subject
to
extensive,
restrictive
adverse regulation dividends
relating to,
among
other
operating
methods,
management,
structure,
and
transactions
with affiliates.
The Investment
Company Act exempts
in
or
is
entities that, directly
through
majority- owned
subsidiaries,
are primarily engaged and interests

interpretations Trust I
the business
(
purchasing
otherwise
acquiring
mortgages and other liens

Interests).
of in
or
on
real estate
which
as
to
the Company refers
Qualifying
Under
of
current
the
staff
the SEC,
in
of
to
order
qualify for this
exemption,
Trust
other
things,
must maintain
least
55%
or
the Companys
in
at
of
assets
and
II,
each
the Company, Asset
and Asset
among
also
in
may be
assets.
required
maintain an additional
that
25%
or
to
other
real estate
related
The assets
the Company
the Asset Trusts
may
acquire
therefore Trusts
may be
by
limited
the
of
provisions
the Investment
Company
total
Act.
The Company and the Asset
have each
established
of
to
policy
limiting authorized their respective
investments
assets.
which are not Qualifying
Interests
not more than

treat
20%
of
the value
The Investment
Company Act does not

related assets.
cash and cash
equivalents
as
either
or
other
real estate
24
of
of
an
of
is
its
WMB WMB
operating
or
an
of
is
with
insufficient
level
capital,
that
of
the
the
or
of
to
is
Return
WMIPC_500002168.00037
CONFIDENTIAL
as
all
Based on the
criteria
outlined
above, the Company and the Asset Trusts each believe that,
in of
the time received
this
Offering,
the Companys
and the Asset

comprise
Trusts Qualifying Interests
( excluding fair
cash
at
connection
total
with this offering) will assets.
least
90%
of
the estimated
market value
of
their
respective
As a
result,
the Company and the Asset Trusts each believe that they under the Investment
as
to
are not required
register
investment
companies
Company
no- action
Act.
Neither the
Company nor the Asset
Trusts intend,
however,
seek an exemptive
order,
or
to
letter
other
or
or
on
of
its
its
form
interpretive
guidance
with
from the respect
If
SEC
staff
this position.
the
SEC
staff
were
or
take a different
Qualifying
position
whether
the Companys
an
to
Asset Trusts assets constitute
or
be
Interests,
the relevant Asset Trust could
required either
in
as
it
the manner
which
conducts
operations
avoid being required
an
to
to
its
register
as
or
ii)
company,
effect
register
an investment
of
to
company, either
which could have a material adverse
as
or
to
on the Company
the Asset Trust, Series 2007- A
the
case may be, the Companys

ability
in
of
payments
respect
the
Company
to
and, accordingly,
i)
the Company
to
change
investment
make
the trading
in
of
price
Further,
order
ensure that the Company and Asset from the Investment adopt less
efficient
Trusts
to
times continue
qualify for
the above exemption
Company
of
methods
the
Act,
the Company
certain
be
to
at
at
and the Asset

the Companys from acquiring
Trusts
may
required
Trusts
times
financing
be
and the Asset

certain
assets than would
otherwise
case and may be precluded
on
types
assets whose yield

with
higher than the yield
assets that could
in
be
purchased
a manner consistent
the exemption.
The net
effect
these factors
may
to
of
or
an
if
times
the Companys
net interest income.
Finally,
the Company
Asset Trust were
an
at
company, there would
risk that
the Company
relief
the Asset Trust,
by as
or
be
in
be
case
may
that
third
be, would
subject
monetary penalties
and injunctive
an
to
action
brought
be
lower
of
is
the the
as
or
be
SEC,
with
the Company
parties
the Asset Trust,
the case
may
be, would
unable
to
enforce contracts undertaken
to
and
that third parties could
seek
obtain rescission
be of
transactions
or
during the period the Company company.
the Asset Trust was determined
an
to
or
If
the Company,
an
is
either
Asset Trust
the
Trust
ever considered
investment
company
as
under the Investment would

likely
Company Act
of
a result
an Investment Company Act Event, the Company

redeem the Series 2007- A Company
See
of
Description
the
Series 2007-

the Company
Additionally, Trusts.
may from time

establish
to
time have Asset Subsidiaries other than the Asset

Subsidiary
The Company may not

will
an Asset
unless the establishment and operation
is
of
to
of
as
to
the
such Asset Subsidiary
be an investment
company
not
itself
that
required
register
Company
Act and such Asset Subsidiary
is
an investment
Subsidiary
is
that
required
register
under the Investment company,
If
company
to
Company
Act.
any such Asset
to
to
were
be
required
register
as an investment
the results would be similar
to
those company.
in
to
to
described
above
respect
either
Asset Trust being required
register
as
an
investment
An
to
of
adverse determination
taxation.
the Companys
partnership status
could
subject
the
Company
of
Contemporaneously with the issuance
the Series 2007-
Company
Preferred
Securities,
that, for
Company
States
will
receive
an
opinion
from Mayer, Brown,
Rowe & Maw LLP

be
will
as to
the effect
United
federal

ii)
i)
the Company
closely
not
treated
an
association
taxable
corporation
and
although
no
to
activities
comparable
that
contemplated
by the Company
the
have been the subject
any
Treasury
regulation,
revenue ruling
or
U. S.
of
judicial
decision,
Company
will
not be treated as a publicly traded partnership taxable assumptions and on certain representations
as
a corporation.
The opinions
restric-
are based on certain

tions
its

the Company intends
of
of
on the
future
conduct
the
activities
the Company.
Although
to
conduct
in
activities
with
nonetheless
determined
that
the Company
was taxable
as
corporation
for
then the Company
would be subject under the Code
to
the regular corporate
to
if it
accordance
and agreements,
were
income tax. Such taxes would reduce
the amounts
available
make payments
on the Series 2007-
Company
Preferred
Securities.
25
to
of
Return
WMIPC_500002168.00038
CONFIDENTIAL
The Company has no control over changes

tively
in
interest rates and such changes
could nega-
of
impact the Companys
financial
condition,
results
operations,
and
to
ability
pay
dividends.
The Companys income

underlying other
of
will
consist
primarily
I
payments received on the HELs
that
are the
assets supporting
that
the Asset Trust are the underlying

together with
Class A Trust Certificate assets supporting any collateral

with
and on the Option
ARMs
Assets,
and
the Asset Trust respect
tificate
such
to
underlying Portfolio).
assets,
any Additional
II
mortgage assets
Class A Trust Certhe
Companys
On
of all
April
2007,
all
the HELs included
in
1,
of
the
Companys
related
Portfolio
bore
at
interest
fixed rates
and
substantially Portfolio
the Option
ARMs and
adjustable
other
mortgage
assets
in
at
included acquire
the Companys
In
bore interest
adjustable
rates.
the future, the Company could

Adjustable rate loans
or
Additional
Assets that include
are secured
with
by
rate loans. rates
decrease
the risks
a lender associated
changes
in
to
interest rises
but involve other risks. As
interest rates rise,
the payment required from the borrower

obligation
to
the extent permitted by the terms

for
the
loan,
and the increased payment
At
of
increases
the potential
default.
the same time,
by
be
the marketability
declining
the underlying environment,
property
there
in
be
as an
on
interest rate other
may may
In is
of
adversely increase borrowers
affected
higher
interest
rates.
prepayments
their
the HELs,
Option lower
Additional
in
or
ARMs
assets Under
the Companys Portfolio
refinance
mortgages
interest rates.
these circumstances,
it
the Company may find
more
to
difficult
acquire
Assets with rates sufficient

support the payment

interest rate
of
to
the dividends
on the Series 2007- A Company

affect
declining
environment
would adversely
the Companys
Securities.
or
to
ability
pay
full,
even partial, dividends
on the Series 2007- A Company
Preferred
that
of
all
value
for
the Companys
all
assets because the
of
valuations
such assets. Nor can the
Company has not obtained any third party Company assure purchasers that the Company will
at
their fair
acquire
dispose
in
or
of
its
it
The Company cannot assure purchasers
paid
WMB
and University
Street fair market
assets
the future
market value.
all
The Company has adopted
policies with
will
a view be
fair
to to
ensuring
that
financial
dealings
with
WMB,
University
Street
and the Company

third-
each
party
and consistent
assets.
market terms.
of
of
party valuation
will
addition,
anticipated
that third- party
valuations
be obtained
connection
with future
acquisitions
in
is
of
an
of
or it
However, there has been no
the Companys
In
all
at
between
not
in
dispositions
assets even
circumstances
where
affiliate
the
Company
selling
the assets
the Company purchasers the

fair
or
purchasing the purchase
the assets from the Company.

price
Accordingly,
the Company cannot assure assets was equal

that
that
the Company paid for
the Companys
of
market value
those assets. Nor can the
Company
assure purchasers
the consideration
by
by
or
or
be
to,
to
paid
the Company
other affiliates
received
the Company from,
WMB,
or
University
Street
any
will
of in
the Companys equal
connection
with future acquisitions
dispositions
assets
to
the
fair
market value
such assets.
The Asset Trusts
of or
any other Asset Subsidiary,

environmental
liabilities
and therefore the Company, could incur
as
to
losses
a result
relating
properties
action.
underlying the
Compa-
in
nys assets
the Companys
Portfolio
through
foreclosure
or
to
Either
Asset Trust
any
other
Asset
Subsidiary
may be
to on
forced
foreclose obligation
an
underlying
or
on
Mortgage
applicable therefore,
Loan
other
assets where the borrower
has
its
defaulted
repay the
It be is
or
an
Mortgage
Loans.
possible subject
that
Asset Trust
any other Asset

with respect
Subsidiary,
and
property.
to
the Company,
may
environmental
to
liabilities
foreclosed
of
The discovery
wastes,
assets.
these
liabilities
and any associated
costs for
removal
of
hazardous
fair
substances,
or
contaminants
pollutants,
could have a material adverse effect on the
of
value
such
26
be of
of
to
of
all
to
Return
WMIPC_500002168.00039
CONFIDENTIAL
in
Delays
liquidating defaulted
loans could
occur and could cause the Companys business
to
suffer.
in
be
Substantial
delays could
encountered
connection
with
with
the liquidation delays
in of
the collateral
in
securing
defaulted related
loans
the Companys
Portfolio,
corresponding
the Companys
sell
receipt other
proceeds.
An
action
foreclose
a mortgaged and
or
on
of
to
property
rules.
repossess and
action
ability
by
collateral
securing
a loan
regulated
state
statutes
Any such
to is
subject foreclose
of
of
many
the delays and expenses
lawsuits,
which
may impede
to
repay
the Companys
all
to
on
will
is
on
sell
the collateral
Portfolio.
obtain proceeds
sufficient
amounts due on the
related
loan
the Companys
The Company may invest

asset coverage.
in
assets that involve
new
risks
and need not maintain the current
Although
the Companys Loans,

its
Portfolio,
of
this
Offering, will consist
in
to
of
primarily
Mortgage
it
the
extent
acquires
Additional
Assets
the future, the Company

Portfolio.
in
to
to
of
not required
limit
investments
assets
the types currently
the Companys
See
The Company
the Company
the Company. Assets such
as
of
of
Business
equity other while
Assets
on
will call
second lien commercial
closed end
home
loans, real
mortgage loans
or
single
family
multifamily
residences,
mortgage loans
circular.
estate
assets may involve different

for
risks
not described
levels
of in
or
this offering
Moreover,
the LLC Agreement

the
maintaining
specified
FFO
coverage
that
as
to
to
expected
exist.
dividends,
Company
not required
maintain the levels
of
is
asset coverage
currently
The Company
dependent on WMI,
and University Street with respect
its
WMB
to
is
acquisiits
to
tion
Additional Assets and
may be
subject
conflicts
interest
with respect
to
of
of
acqui-
of
sition
new
assets.
The dependency
relationship with
of
the Company on WMI, University

Street
Street
and
WMB
and
the
Companys
close
WMI,
University
and
may
create potential
conflicts
of
WMB
interest
of
connection
with
the Companys
Street
acquisition
Additional
Assets. The Company
be
will
dependent
to to
University
identify Additional
it
WMI,
Street
and
WMB
Assets that
Additional
may
acquire,
but WMI,
are not required and
contribute
sell
Assets
or
to
University Additional decline.
Street
are unable
identify,
are unwilling
to
WMB
contribute
or
sell,
suitable
as
of
Assets, then over time the Companys
level
FFO
coverage
to
expected
dividends
of
Moreover,
will,
conflicts
interest
may
arise
of
WMI,
University
If
and
to
WMB
or
the Company.
WMI,
to
and
subject
certain
restrictions,
make
of
decisions
the
amount,
type and
of to
on
WMB
the
in
University
Street extent
the Company purchases Assets from University
by
Additional
Assets) price
future acquisitions
the Company
Additional
or
as
of
Street,
WMB
other
members
the
WMI
Group
well
as
future
dispositions
assets
WMB,
University
Street
or
of
to
third parties.
Risk Factors Applicable
Depositary
Shares Issued
in
to
a Conditional
Exchange. a
as
of
Holders
Trust Securities
may have adverse
tax consequences
of
result
a Conditional
Exchange.
For United States federal income tax purposes, a Conditional Exchange would most
likely
be a
or
taxable
event
holders
Trust Securities;
and holders would recognize gain

their
as
to
of
loss,
the case and the
may
fair
be, measured
by the
difference
between
adjusted
tax
basis
In in

addition, dividends,
if
market value
the Depositary
Shares received
in
of
the exchange.
any,
to
of
paid
Foreign Holders
Depositary
Shares received
upon a
Conditional
Exchange
generally will
be
subject
a 30%
U. S.
to
withholding
tax unless the holder qualifies for a reduction
from withholding
tax
under an applicable
United States income tax treaty.
27
is
in
or
or
to
Return
WMIPC_500002168.00040
CONFIDENTIAL
in
decline
WMIs
financial
condition
may restrict
to
its
ability
pay dividends
and could
in
of
result
a loss
on
the investment
the former holders
of
Trust Securities.
If
WMIs financial
condition
were
deteriorate,
the holders suspension
of
to
the Depositary
Shares could suffer
of
direct
and materially adverse
consequences,
including
the payment
of
noncumulative
on
up to
of
of if
dividends
the Series
M WMI
or
Preferred Stock and, Depositary Shares
a liquidation,
dissolution
their
winding
WMI
by
or
of
were
of
to
all
occur,
loss
holders
part
investment.
See
Description
of
the
Series
M WMI
Preferred Stock.
may be based on WMBs

likely
receivership,
which could lead
WMIs
that
bankruptcy
the holders
and would mean that others are
have liquidation claims senior
of
the Depositary
Shares.
if
An Exchange
Event triggering a Conditional Exchange
will
occur
is
WMB
placed
into
or
or
conservatorship
receivership.
WMBs
to
conservatorship
receivership
could lead Code.
WMI
becoming
or
U. S.
to
In
subject
voluntary the
involuntary
proceeding
under the
senior,
Bankruptcy
the event
WMIs
entitled
of
bankruptcy,
claims
WMIs secured,
general and subordinated
creditors
would be
to
of
of
priority
payment over the claims
of
holders
equity interests
such as the Series
of
Preferred
if
WMI
Stock. As a result a Conditional
such subordination,
WMI
became
to
subject
a bankruptcy
likely
of
after
receive,
anything,
substantially less
than they would have received had the Conditional
Exchange not
occurred.
to
The Series
of
M WMI
Preferred
Stock
will
rank subordinate
the direct
indebtedness
WMI.
of
to
be
The Series
Preferred Stock
for
will
subordinate
and rank
junior
right
payment
WMIs indebtedness
sole
borrowed
for
money and indebtedness
evidenced
notes
is or
by
of
other
securities.
in
of
Because the
source
funds
payment
of
respect
the Depositary subordinated Shares
Shares
the Series
M
the
WMI
Stock
Preferred
Stock, the Depositary

Preferred
Shares are effectively
on the same basis
Series
Stock. The terms

ability
to of
M WMI
not
the Depositary
incur additional
and the Series
M WMI
Preferred
in
will
limit
any way WMIs
indebtedness.
be
to
The Series WMIs
Preferred
Stock
will
structurally
subordinated
all
M WMI
obligations
its
as
subsidiaries, and
a holding company, WMI may require cash from
subsidiaries
to
to
make payments
with respect
the Series
its
M WMI
Preferred
Stock.
its
WMI
is
holding
company
its
that
conducts
operations
through
operating
subsidiaries
relies primarily
on dividends and proceeds from intercompany meet

obligations
for
transactions
and loans from those

equity securities,
to
to
subsidiaries
payment
its
with respect restrictions
outstanding
of
and
which
may be
to
all
subject
contractual
and
of
as
and
any the
regulatory
will
restrictions. Accordingly, structurally
to to
Series
Preferred
Stock
and thus the Depositary

subsidiaries.
Shares)
be
subordinated
of
existing
and future
liabilities
WMIs
Holders
of
Depositary
with
Shares should look only
the assets
WMI, and not any
subsidiaries, for
its
payments
respect unable
to
of
of
its
the Depositary fund dividend
is
to
If
obtain
subsidiaries
in
of
payments
respect
the
Series
WMI
Preferred
Stock.
of
it
Shares.
WMI
unable
cash from
may be
Upon
the occurrence the benefit
a Conditional
Exchange, the holders
of
to
the Depositary
Shares
will
as
of
not have
the
same
favorable
covenants
the Series 2007-
A Company
Pre-
ferred Securities.
of
Upon the occurrence

benefit
a Conditional covenants
Exchange,
of
the
holders
the Depositary
Preferred
Shares
will
not
from the
same
as
favorable
the Series 2007- A
Company
Securities.
28
all
M WMI
all
M WMI
in
if
proceeding
Exchange,
the holders
the Depositary
Shares would
of
of
to
to
Return
WMIPC_500002168.00041
CONFIDENTIAL
WMI
to
is
not obligated
securities
pay dividends
on the Series
M WMI
Preferred
Stock
and dividends
on these
are not cumulative.
if
Dividends
on the Series
M WMI
of
Preferred Stock are not cumulative.

Directors) the
Consequently,
the board
of
of
directors
WMI
for
WMIs
Board
does not declare
dividends
on the Series
WMI
to
the
of
Preferred
Stock
any quarterly period,
holders
the Depositary
Shares would not be entitled

available.
or
or
any such dividend
whether
not funds are
subsequently
become
in
be
of
Directors
determine
it
WMIs Board
the
full
may
that
would
WMIs best interest
to
pay less than

for
or
on
amount
even
of
the Series
that
M WMI
be
Preferred
Stock
no
dividends
any
if
quarter
funds are available. Factors
would
considered
WMIs Board
of of
Directors current
making this determination are WMIs pending

legislation
financial
condition
and capital needs, the impact

tax considerations,
and
and
regulations,
economic
conditions,
and such
other
factors
as
of
WMIs Board
Directors
may deem
relevant.
There
no active trading market
for
Series
WMI
or
is
Preferred Stock
the Depositary
Shares
and such a trading market may never develop.
be
The Series
M WMI
to on
Preferred Stock and the Depositary
Shares
will
new issues
Preferred
of
securities.
or
WMI
of
does not
intend
cause the
listing
quotation
the Series
WMI
Stock
or
the
or
Depositary
Shares
any securities
exchange
automated
dealer quotation a market
system. The the Depositary
Initial
Purchasers are under
obligation
and
not intend
liquid will
make
or be
in
no
do
to
to
Shares. Shares
in
and
by
Consequently, the underlying
unlikely
that
active
and
trading public
Series
M WMI
Preferred Stock
affect
develop
maintained.
The
lack
of
liquidity
of an
active
trading
market
could adversely
ability
the holders
Depositary
Shares
to
of
of
dispose
such shares.
In
addition,
neither
the Depositary
Shares nor the Series
M WMI
Preferred
Stock represented
or
be
such shares have been

restricted
will
be
registered
Act and
Act.
will
deemed
of
to
be
of
securities within not
the meaning
offer, sell,
Rule 144
of
the Securities
transfer the
Holders
Depositary
than:
Shares
will
able
pledge
or
to
be
otherwise
Depositary
Shares other Act
qualified
institutional
buyer within the meaning Rule 144A;
Rule 144A
the Securities
in
to
of
of
transaction
complying
with
in
otherwise
Securities
accordance
with
an
applicable
exemption
requirements
Act;
or
to
WMI
one
of
or
WMIs
affiliates,
in
in
and
any case,
accordance
with
exemptions from any applicable
or
state
securities
blue sky laws.

trading
These
for
restrictions
on
transfer
may
an
of
inhibit
the development impact

the
active
and
liquid
market
the Depositary
Shares and may adversely
market price
of
such shares.
Risks Relating
to
the Mortgage
Loans
of
substantial portion
the Option
ARMs may experience

of
the Companys
II.
Negative Amortization.
of
1,
of
As
April
2007, roughly 31.5%
assets consists
of
portfolio
Option
interest
ARMs, which are held through Asset

rate
Trust
After
an
initial
fixed- rate period,
the mortgage
to
on each Option
ARM
of
will
be adjusted monthly
note.
equal the sum

index rate
an index and the per annum

monthly,
in
rate specified
each mortgage
The Option
ARM
changes
and
may
increase
through
time.
The Option ARMs

than the
to
also grant
borrowers the option
pay a minimum monthly payment
in
is
that
typically less rate
fully
indexed
interest rate, rate
which case the difference
between the
balance
be
to
indexed
loan.
and the minimum monthly payment
would
added
the principal
of
is
This additional
amount
to
referred
generally
as negative
amortization.
29
of
fully
the
by
or
an
it is
Return
WMIPC_500002168.00042
CONFIDENTIAL
at in
for
of
to
was
originated
a time when the
value
the index was low relative
historical values.
Many
in
factors,
including
changes
U. S.
of
economic
conditions
and monetary policy
the
Federal Reserve
System,
may
lead
increases
in
to
the index. the minimum monthly payment
addition,
during the
first will
five
years,
may
by be
In
not increase
at
than specified the

first
amounts,
and
of
all
not increase
during the
first
year
this
the mortgage.
Even
after
year,
when the minimum monthly payment may
increase,
adjustment
may
not
enough
to
to
raise
the minimum monthly payment
the amount necessary
to
pay the interest due on the Option
based
the
the
still
applicable less
index and the margin
If
ARM
sum
but
is of
in
on
effect.
the minimum monthly continue
payment
increases,
than the amount
interest
due, there
be
of
to
will
negative
to
if
amortization
the mortgagor chooses

amortization
pay the minimum monthly payment. both the likelihood

default,
Negative
can increase
toof
and the
severity
losses
the event
a loan default.
As a
result loan-
negative amortization, Option value ratios. The result could
owned
Asset Trust
likelihood
in
be
may
the future have increased
increase
the
default
because the mortgagors
principal obligation
increased.
addition,
when
interest
due
to
Option
ARM
of
is
added
the principal
balance
such Option
ARM
through
negative amortization, the
is for
of
mortgaged
property provides
proportionally less overcollateralization
the repayment
such Option
that
on
if
ARM.
larger
Therefore,
the mortgagor defaults
such Option
ARM
there
greater
likelihood
be
loss will
incurred
upon the
liquidation
the mortgaged
property.
Furthermore, the loss negative
will
in
than would otherwise
have been recognized
the absence
to of
amortization.
These
to
or of
losses could adversely

Preferred investors Securities,
affect
the funds available the Series 2007-
pay dividends
the holders
the Company
to
including
A Company
is
return
the liquidation
interest
on
an
The
without
accrued
and due
Option
ARM
may
if
amount
of
the Company
the Company were liquidated. income under
considered
interest
US GAAP
of
the
to
respect
any negative
amortization that
occur.
As a
result,
the reported financials

result,
Company may
include
non- cash income related
to
negative amortization. As a
including
funds available
to
to
of
to
pay dividends
the holders
Securities,
the Company
differ
the Series 2007-
Preferred
could materially
from income actually
received
from Asset Trust
as reported by the Company.
in
The Mortgage Loans

could negatively
the Companys
to
Portfolio
are subject securing
economic
conditions
that
affect
the value
the collateral
such Mortgage Loans and/
or
of
the
of
results
the Companys operations.
or
of
The value
the Mortgage could
Loans underlying
the
Companys
Portfolio the
and/
the results
of
the
Companys operations
local
affected
various conditions
affecting
in
by
be
economy, such as:

values;
and
other
economic
conditions
real estate
and other collateral
sudden from
unexpected
attacks
changes
in
or
economic
conditions,
including
changes that might result
to
terrorist
and the United States
response
such
attacks;
of
to
the
continued
financial
stability
a borrower and the
borrowers
ability
make
loan principal
divorce, illness
and interest payments,
which may
adversely
by
be
affected
job loss, recession,
or
personal
bankruptcy;
and
of
to
at
or
interest
rate levels
and the
availability
credit
refinance
loans
prior
to
maturity.
in
The HELs two

states,
the Companys
Portfolio
that
are held through Asset Trust
are concentrated
in

the Companys
those
in
states,
particular,
could
have a negative
impact
on
of
operations.
1,
As
April
2007, approximately 79.76%

Portfolio
as a percentage
of
such Loans
principal
balances) the
in
in
of
the
HELs
the Companys
were
located
Texas and California. Because
30
of
in
II
Company
be
of
an of
to
on
In
is
II
ARMs
by
of
in
of
of
if it
more
Increases
the related index are a significant
possibility
any Option
ARM,
particularly
Return
WMIPC_500002168.00043
CONFIDENTIAL
in
in
of
concentration
the
Companys
of
interest
those states, experience
the event
adverse economic
conditions
in
those states, the Company would
likely
higher rates
loss
and delinquency
diversified.
on
of
the
in
if
Companys HELs
Portfolio
than
the underlying
HELs were more
geographically
Additionally,
the
be
to
the Companys
Portfolio
may
subject
a greater risk
of
default
than other comparable
in
or
mortgage loans hazards that
the
event
adverse economic,
political, ability
business
developments
or
of
natural
may
affect
Texas and California,
and the
property owners
or
of
commercial mortgage
in
borrowers
those states
make
of
to
payments
principal
and interest on the underlying
to In
in
or
of
loans.
ability
the event
any adverse development
natural disaster
those states, the Companys could
on
pay dividends
be
Securities
adversely
affected.
Asset Trust could
II
The Options
ARMs
in
the Companys Portfolio that are held through
are con-
in
in
centrated
tive
California,
in
that
state,
particular,
have a nega-
impact on the Companys operations.
as
of
1,
of
As
Option
April
2007, approximately 74.94%

Portfolio
a percentage
unpaid principal balances)
of
the
the
in
in
of
ARMs
the Companys
were located
California.
Because
the concentration
in
in
the Companys
interest
likely
that state,
the event
adverse
economic
conditions
in
of
that state,
Company would
experience Option
higher rates
loss
and delinquency
on
of
the Companys
Additionally,
Portfolio
if
than
the underlying
ARMs
of
were more geographically
diversified.
the Option
in
be
to
ARMs
the Companys
Portfolio
may
subject
a greater risk
of
default
than other comparable
in
or
mortgage loans hazards that
the
event
adverse economic, and the

ability
political,
business
developments
or
natural
to
In
of
state
principal
and
interest
the underlying
mortgage loans.
the event
in
or
of on
may affect make payments
on of
California,
property
owners
commercial borrowers
in
or
that
any adverse development the Company Preferred
natural disaster including
that state,
the Companys
to
ability
pay dividends
Securities
Securities,
could
be
adversely
affected.
31
of
Return
WMIPC_500002168.00044
CONFIDENTIAL
CERTAIN
INFORMATION
CONCERNING
WMB
General Washington operating deposits

card,
Mutual Bank
WMB) Home
is
savings
association,
chartered
and
Owners
Loan Act
of
1933, as amended. and sells
WMB
loans;
accepts
from the general public; originates,

equity
purchases, loans ( the
services
latter
home
makes
credit multi-
home
and commercial and

offers
real estate
being loans secured
primarily sells
family properties);
cash management through

its
and
deposit
services.
WMB
purchases,
services
annuities
loans
to
subprime borrowers insurance products
subprime mortgage channel.
WMB
to
also
markets
its
and
other
and offers securities brokerage savings

association,
(
services
through
insurance
and
broker/ dealer
subsidiaries.
As a
is
federal
WMB
subject
regulation
by
U. S.
examination
its
OTS),
the
of
Office
Thrift
Supervision
together
with
any successor
regulator,
the
is
primary regulator.
will
an
indirect wholly-owned
of
WMB
be
for
subsidiary
WMI.
or
on
The
Trust Securities
exchangeable,
without
the approval
any action
the part
of
by in
and
and
the
of
of
holders
such securities,
Depositary
Shares under any
the following
circumstances,
each
as
an
to
is
which
referred
Exchange
Event: under the OTSs

prompt
WMB WMB
the
becomes
undercapitalized
corrective
action
regulations;
or
receivership;
in
OTS,
its
sole discretion,
anticipates action
that
WMB may
or
is
become
undercapitalized
the
near term connection
takes supervisory
directs
that limits
the payment
dividends
WMB,
and
therewith,
such exchange. each Trust Security be
of
Upon occurrence
automatically
an Exchange Event, the OTS may

for
direct
that
exchanged
like
amount
of
Depositary
Shares.
Capital Adequacy
to
is
WMB
measures
subject
OTS
capital
requirements. The capital adequacy
requirements are quantitative
by
established
OTS
as
to
regulations
that require
WMB
maintain minimum amounts core and

total
and
to
capital.
The OTS
requires well
maintain minimum ratios
capital
to
of
of
WMB
risktotal
as
to
weighted
assets.
assets,
core capital
regulations
adjusted
Tier
total
assets and tangible
to
capital
adjusted
Under applicable
OTS
capital
and
core
capital
have the
same OTS
of
ratio
meaning.
Federal law and regulations establish
minimum
capital
standards,
and under
total (
the
regula-
is
to
tions,
required
at to i)
have a
leverage
risk-
ratio
core capital
to
of
adjusted
assets
iii)
at
WMB
ii)
(
least
of at
of
of
4.00%,
capital
a ratio
core capital
total
weighted
assets
(iv)
least
4.00%,
of
total total
of to
of
risk- weighted
assets
least
8.00% and
to
ratio total
tangible
capital
adjusted
at
assets
least
total
1.50%.
savings
its
associations Financial
adjusted
filed
assets represent the
the savings
associations
assets on
Thrift
Report
(
with
OTS
less
assets
of
non- includable and
subsidiaries, goodwill
and other intangibles
assets
of
exclusive
mortgage
servicing
rights
purchased
ships
credit
card relationships), disallowed
servicing
assets and purchased
credit
card relationflow
and accumulated
on
gains
( losses) risk-
certain
available- for- sale securities

for
and cash
hedges.
of
in
ratios
by
or
of
For purposes
determining
weighted
assets
the risk- based capital ratios, the book value
of
each
the savings
associations
on- balance from
sheet assets, and a portion
of
certain
off-
balance
sheet
items and exposures,
are weighted
0%
to
100% based on
at
risk-
broad categories.
For instance,
residential
U. S.
government
debt obligations
to- four
are generally
dwellings
risk-
weighted
0%;
certain
qualifying
mortgage loans on one-
at
family
are generally
risk
weighted
50%; and commercial

sheet items
into
(
loans and most other assets are generally
at
weighted
100%.
Off- balance
including
of
letters
credit,
loan commitments, swaps and other derivatives)

for risk-
are converted a
risk
on- balance
other
sheet
equivalent
amounts
risk
based capital purposes,
then assigned
weight
like
assets.
to
The
capital
weighting
assigned
certain
asset- backed
securities
may
vary from
20%
to
200%
32
of
of
Return
WMIPC_500002168.00045
CONFIDENTIAL
depending
credit rating.
Subordinated
in
on
residual interests
retained
asset securitizations,
credit
in
enhancement
and forms
recourse can result
higher capital charges
or
of
deductions
from capital.
is
of
For purposes
the
OTS
regulations,
total capital includes:
defined
as the sum
shareholders
of
core capital and

(
supplementary capital. Core capital generally

related surplus); qualifying
common
equity
which includes
noncumulative
perpetual
preferred
stock ( which
includes
related surplus);
and
include
in
of
minority interests
the equity accounts
consolidated
subsidiaries ( which
may
such instruments as qualifying mentary capital generally

preferred capital stock;
REIT
(
preferred
stock and the Company

certain
limits
Preferred Securities). Suppleperpetual hybrid
to
includes
subject
and sub- limits): cumulative and money market

notes);
maturing capital instruments; Dutch

(
auction
preferred stock; debt;
instruments
including
certain
for
mandatory
convertible
term subordinated
the
risk-
of
savings weighted
associations assets);
allowance
loan
and lease losses ( up
maximum
of
1.25%
of
to
total
and up
45%
of
to
the pretax net unrealized
gains
available- for- sale equity only
is
securities capital. defined,
investments.
Supplementary
capital capital
permitted
count towards
one- half
Tangible
of
to
total
Both core capital and tangible

generally,
are subject
various deductions.
capital
as common stock and retained earnings, noncumulative

certain
perpetual
preferred
stock
and
retained
earnings,
nonwithdrawable
other
accounts,
and
in
minority interests
fully
consolidated
subsidiaries ( which certain
includes, intangible
among
instruments,
the Company Preferred Securities), less enhancing

interest-only strips
amounts
of
assets, servicing
assets, credit-
and
in
investments
( both
equity
and debt)
certain subsidiaries.
Some
of
these deductions
are more
assets,
stringent for tangible certain servicing
capital
than core capital, including
goodwill,
certain other
intangible
and
in
assets
excess
of
certain
limits.
Federal law and regulations also establish

capitalized, capitalized.
five
capital
categories
for
savings
associations:
well-
adequately
capitalized, association
undercapitalized,
significantly undercapitalized
and
capital
critically
under-
is
of
treated
its
well- capitalized
if
savings
as
its
ratio
total
to
risk-
or
is is
weighted
its
assets
ratio
10.00% 5.00%
specific
total
more,
ratio
core capital
risk-
weighted
assets
6.00%
or
is
of
to
more,
or
is
a
Act
to
In it is
leverage
more, and
level. risk-
not subject
any federal supervisory agreement

capitalized,
order
to
directive
meet a
ratio
to
capital
order
be adequately
any savings
association
of
of
must have a
capital
weighted
assets
(
not less than 8.00%, a
of
to
ratio
core capital
risk-
weighted
assets
not less than 4.00%, and
it is
to
of
in
unless
the most highly- rated category)
leverage
ratio
not less than 4.00%. Any savings

will
is
of
association
that
neither well- capitalized association with
nor
adequately
equity ratio
capitalized
be considered
undercapitalized.
critically
Any savings
tangible
2.00%
or
of
less will
be considered
undercapitalized.
Undercapitalized
savings
associations restrictions,
are subject
to
certain
prompt corrective
action
require-
as
ments, regulatory controls
and
which become more extensive
an
association
becomes
on by
undercapitalized.
Failure
comply with applicable and lead
capital
requirements,
in
unremedied, would result

against
to
its
restrictions
activities
regulatory directive
enforcement
actions
to,
of
WMB
including,
but not limited

capital levels.
the issuance
to
capital
ensure the
of
maintenance
required
The Federal Deposit Insurance
Corporation Improvement
action with respect
of
to
1991
requires
the federal banking
regulators
take prompt corrective

capital
or
depository
institutions that
do not meet minimum

its
filed
requirements. Additionally,
FDIC
OTS
be
approval
any
regulatory application
for
review may
dependent
on
of
compliance
with capital
requirements.
In
addition,
the
OTS
that
to
from time perceived
time may impose higher specific capital requirements on any have risks, exposures,
credit concentration, rapid
to
savings
other
association
growth could
to
circumstances
warranting
special
attention.
Failure
satisfy
such a capital directive
an
as to
subject available
association the
civil
money
penalties, that
judicial
enforcement
association
and
administrative
remedies
as
to
OTS,
well
finding
a savings
is
undercapitalized.
to
at
Whether
becoming
for
would ever be determined by the
OTS
be
undercapitalized
risk
in
undercapitalized
the near
term thereby
triggering
the exchange
of

regulations,
Depositary
Shares could be
influenced
not only by the OTSs capital adequacy
of
WMB
or
33
or
but
to
is
if
more severely
WMB
to
or
to
Return
WMIPC_500002168.00046
CONFIDENTIAL
by
also
the regulators
interpretations
and judgment
thrift
or on
other
matters.
For example, the OTSs views

capital status.
on
asset credit quality potentially

things,
could affect a
savings
associations
Among
other
the
OTS OTS
(
typically
evaluates
asset quality, loan loss reserves

If,
association.
and procedures such

its
during examination
periodic
regulatory the
examinations
each federal savings
following
in
or
to
otherwise, credit
discretion
were
for
to
its
require
WMB
significantly
increase
reserves reduce allowance
WMBs
for
i.
against
losses
e.,
the allowance
loan and lease losses), this could potentially
retained earnings
and
regulatory
capital.
As noted above, a savings
associations
up
to
is
an
and
of
loan and lease losses
includable
within
supplementary
capital
only
is
limit,
not
included
in
at
all
core capital.
The
positions
OTS
(
has proposed on- and
to
require
savings
associations
that
have certain aggregated

associations
covered
including
off- balance
sheet positions
positions
in
the savings
trading
account
in
or
and
foreign
exchange
and commodity
whether more,
not
the trading account)

capital
equal
of or
or
or
10
of
percent
risk
more
their
total
assets
$1
to
billion
maintain regulatory agencies
against
the
market
capital
trading
positions.
The
other
federal
banking
already impose a market risk
requirement for their regulated the potential impacts
entities
( bank
holding companies
and
banks).
WMB
and
WMI
are assessing
of
the proposed
market risk capital rule.
A
ized, other
of
savings
associations
regulatory capital
status,
and the
risk
being deemed
undercapital-
could also standards.
affected
other
developments
future
changes
in
by
by
or
be
regulatory
capital
and
to
and
WMI
continue
actively
follow
the progress
of
WMB
the
U. S.
banking
risk-
agencies based
in
and the Basel Committee on Banking Supervision
developing
a new set
of
regulatory
on
capital
requirements. The Basel Committee
Banking
Supervision
a committee
of
is
bank superviincluding
by
sory authorities
established
the central bank governors
of
certain industrialized nations,
as
or
to
referred
Basel
Capital
Accord;
the
however,
potential
final
requirements have not been adopted.
WMB
and WMI are also

guidance
final
U. S.
II
the United States. The new requirements are commonly
The New Basel
on
assessing
believes
impacts
Basel
II.
Based
public
regulatory
to
of
date,
WMB
be
of
it
that
will
a required early adopter
Basel
II
requirements when
guidance
regarding
compliance
with
Basel
II is
released.
for
to to
be Under
Action Ratio
all
The
regulatory capital
ratios
calculated
WMB,
for
along with the capital amounts
and
ratios
the minimum regulatory
requirement and the minimum amounts framework
to
and ratios required

action
be categorized
as
well- capitalized
under the regulatory
prompt corrective
were as follows:
December 31, 2006
Minimum
as
Categorized Well-
Capitalized
Minimum
Regulatory Actual
the OTSs Prompt Corrective
Requirement
Ratio
Regulations
WMB
to
Total capital
total
.
Amount
Amount
(
Ratio
Amount
Dollars
in
millions)
risk. .
weighted
. . . .
.
assets
. . . .
. . . .
$ 30,950
12.16%
$ 20,364
8.00%
$ 25,455
10.00%
Core
to
capital
total
.
risk. .
weighted
. . . .
.
assets
. . . .
. . . .
21,081
8.28
10,182
4.00
2)
15,273
Core
(
to
capital
adjusted
.
total
. . .
.
assets
. . . . .
.
leverage).
. . . .
22,790
6.79
13,422
4.00(
16,777
Tangible capital
(
to
tangible
.
assets
n/
for
6.00
5.00
n/
tangible
equity) . .
22,397
6.68
6,703
H2.00
34
Return
WMIPC_500002168.00047
CONFIDENTIAL
December 31, 2005(
1)
Minimum
as
to
be
Categorized Well-
Capitalized
Under
Minimum
Regulatory Actual
the OTSs Prompt Corrective Action
Requirement
Ratio
Regulations
WMB
to
Total capital
total
.
Amount
Amount
(
Ratio
Amount
Ratio
Dollars
in
millions)
risk.
weighted
.
assets
. . . . total
. . . .
. . . .
$ 26,219
11.50%
$18,240
8.00%
$ 22,800
10.00%
Core
to
capital
. .
risk. .
weighted
.
assets
. . . .
. . . .
. . . .
19,350
8.49
9,120
4.00
13,680
6.00
Core
to
capital
adjusted
total
.
assets
( leverage)
. . . .
. . . . .
20,787
6.47
12,850
4.00
16,062
5.00
Tangible capital
(
to
tangible
.
assets
n/
tangible
equity)
. . . .
. . . . .
20,331
for
6.34 December
to
6,416
31, reflect
H2.00
prior merger.
n/
of
market
1)
as
Represents gage
regulatory capital with
ratios
filed
the year ended
2005,
the
the merger
of
to
Long Beach
Mort-
Company
and
into
WMB.
Amounts
have not been restated

for financial
liquidity,
2)
The minimum
well- diversified
is
leverage
risk,
ratio
guideline
3%
institutions that
do not anticipate
effective
significant
growth and that have

monitoring
excellent are
asset quality, high

top-rate,
good
earnings,
management and
in
risk
and,
general,
considered
strong
banking
organizations.
35
Return
WMIPC_500002168.00048
CONFIDENTIAL
Benefits
to
WMB
to
has confirmed
The
OTS
WMB
that
Securities
and
Outstanding
applicable
Company
of
Preferred
Securities
will
constitute
core capital
WMB
under the OTSs
regulatory
capital
regulations.
USE OF PROCEEDS
in of of
The
to
like
Trust will
use the proceeds
the sale
this Offering,
expected
be
of
approximately $ 492,500,000
to
net
underwriting
commissions,
purchase
will
from the Company

invest
of of
amount
the sale
Series 2007-
Company Preferred
Securities.
The Company
the proceeds pending
from
future
the Series 2007-
Company Preferred
Additional
in
Securities
Permitted
Investments purposes
that
for
or
of
of or
to
use
such proceeds
acquire
Assets
general corporate
the Company,
on
which may include payments
the Company
Additional
To
the extent
Street,
such proceeds
their affiliates,
be to
are eventually such proceeds
used
will
purchase
Assets from
WMB,
University
WMI
used
for
general corporate
purposes,
which
may
include
the repurchase
WMIs common
stock.
36
of
Return
WMIPC_500002168.00049
CONFIDENTIAL
THE TRUST
Washington Delaware Mutual Preferred Funding
Trust ( the
(
the Trust)
is
III
a statutory trust created under the a certificate
as
Statutory
Trust Act,
amended
Trust Act),
pursuant
of
to
trust filed with
the Secretary
State
the State
will
Delaware
its
and the execution
trust
agreement
the Trust
May
to to
10, 2007. The Trust
continue
trust
existence
from and after the closing
of
this
Offering
pursuant
as
be an
amended and
entered
(
so
restated
agreement
amended
and restated,
Trust
the
Trust
Agreement),
by
as
into
and
among
the Company,
grantor,
Wilmington
Company,
trustee
(
as
property
Delaware
trustee
the Property Trustee),
and Wilmington
Trust
Company,
as
Delaware
the
as
of
of
Trustee),
rities,
the date the Trust Securities
are issued. The rights
the holders are
of
the Trust Secu-
including
economic
rights, rights Trust Act.
information
and
voting
rights,
set forth
in
as
to
the
Trust
Agreement The
and the
to
Trust
generally limits
the Trusts
i)
Agreement
activities
holding
the Series 2007dividends
A
and
by
iii)
Preferred
Securities,
ii)
Company
redemption
issuing
passing through
on
to
and
liquidation
payments
paid
iv)
the Company
the Trust
the Series 2007incidental thereto.
A
The
Trust
Company
Preferred
Securities
and
necessary
or or
prohibited
from issuing other equity securities
any debt securities under
engaging
in
or
is
any other Income
activities.
Subject
the limitations and assumptions described
U. S.
to
Certain
Federal
Tax Considerations, the Trust intends

tax
of be
as
to
treated
a grantor trust for United States federal income are expected

for
treated
purposes,
with the
result that
holders
Trust Securities
as
be
to
beneficial tax
of
owners
the Series 2007-
A Company
the
be
purposes.
principal
The Series 2007- A Company
of
will
the only assets
the Trust. The Washington

Street,
is be
of
at
executive
offices
Trust will
located
1301 Second Avenue,

North,
will
Seattle,
98101.
The
of
office
the Delaware 19890.
Trustee
Rodney Square Agreement
1100 North Market

available
Wilmington,
Delaware
Copies
to,
the
Trust
be
upon request
to
of
WMI.
As
Trustee
in,
set forth
will
and
subject
the Trust Agreement, the Property Trustee and the Delaware
to
have exclusive
and complete
hold title
authority
carry
out the purposes
of
the Trust.
to
will
the Series 2007-
A Company
the
will
for
the
to of
of
benefit
the holders
all
and, as such holder,
Property Trustee
have the
to
power
exercise
Securities
rights,
powers and
privileges with
respect
the Series 2007-
A Company
maintain
Preferred exclusive
under the LLC Agreement.
In
addition,
will
control
a segregated
noninterest bearing bank account

Securities for
hold
payments
made
of
the
of
respect
the benefit
of
the holders
Trust Securities.
or
to
Pursuant
charges
expenses
of
all
the Trust other
than payments
of
required under the terms

Trustee,
including
the fees, charges
and expenses
of
the
will
or
in
be
of
to
Property Trustee, the Delaware
the Registrar,
provided,
the Transfer Agent

that
any Paying Agent,
or
all
cause
be
paid
such
fees,
charges
and expenses
or
to
if
paid
caused
be paid
the Company;
however,
the Company does not pay
can pay such fees, charges

against
and expenses only
of in
a manner that would allocate such fees, charges

the
and expenses
the interests
of
the holders
Series
Company Preferred Stock,
WMB
or
will
pay such fees, charges
and expenses; provided
further,
it is if
however, that
for
the
Property Trustee
liable
the Delaware
Trustee incurs fees, charges
expenses
Registrar
which
not otherwise
under the Trust Agreement,
the Transfer Agent incurs fees, charges
expenses
for
which
or it if is
the Paying Agent, the not otherwise

liable
or
in
or
under the Agency Agreement, person, such holder
each case
will
the request
a holder
Trust Securities
or
at
of
of
or
other
person
be
liable for
such fees, charges
and expenses.
is
to
The

full
respect
will
the Trust that
required
by paragraph
i) of
( d)(4)(
Rule 144A
to
or
other
be
available
upon request
until
the earlier
in
37
ii)
the redemption
or
of
i)
of
or
by
to
on
of
of
of
of
of
Return
WMIPC_500002168.00050
CONFIDENTIAL
THE COMPANY
LLC
( the
Company)
is
a Delaware
limited liability
company
( the filed
formed
February
2006 under the Delaware

limited liability
Limited Liability
Company
of as
on
3,
Act,
amended
formation
LLC Act), with
an
to
pursuant
initial
company agreement The
and a
certificate
in of
of
of
the Secretary and restated
State
the State
Delaware.
with
limited liability
company
agreement
was
in
of
amended
Preferred
its
entirety
connection
the issuance
the Series 2006-
Company
the
liability
Securities
March
2006, and further amended

Securities
and
in
on
7,
restated
connection
with
issuance
the Series 2006-
Company Preferred
will
in
of
December
2006. The limited
of
company agreement
Series 2007
the Company
be
further
amended
closing
and restated
include
the terms
of as to
to
the
as
Company Preferred
Securities
upon the
so
of
this
Offering
amended,
the
LLC
Agreement).
to
generally
i)
The LLC Agreement Company

securities Preferred
limits
the Companys
activities
issuing
the Series 2007- A
Securities,
( the
the Outstanding
Company
Preferred
Securities additional Eligible
and the common

Parity
of
the
Company
Class
Company Common
ii)
(
Securities)
and
Equity Securities
including other
and
of
Junior
Equity Securities
I
the Company,
Certificate
acquiring Trust
and
holding
Investments,
( which,
the Asset Trust than Permitted the completion
II
A Trust
and Asset
Class
A Trust
policy
Certificate
be
of
Investments,
will
the sole Eligible Investments

with
(
the Company
immediately after
in
in or
as
of
this
Offering)
accordance
the investment
iii)
described
Business
Tax
of
the
Company
Subject
of
Assets
to as
a
the Company and
performing functions under
necessary
incidental
thereto.
the limitations and assumptions described intends
U. S.
Certain
(
Federal Income
the Company
as
be
to
treated
a partnership
federal that
other
taxable
corporation)
for
United States
The Company
fail
or
be
may
not take any action,
permit any action
taken,
would cause the Company

for
or so
as
treated Preferred
as
partnership
for
long
any Company
of
Securities
any series are outstanding,

Preferred
of
affirmative voting
vote
the
of
at
of
of
all
holders
single
least
two- thirds
the series
Company
of
Securities,
together
Inc.,
of
class.
principal Seattle,
executive Washington
c/
The
office
the Company
is
o Washington
Mutual,
1301 upon
Second Avenue,
98101. Copies
the LLC Agreement
be
will
available
to
request
WMI.
will
The Company
receive
the opinion
Mayer, Brown,
will
Rowe & Maw LLP

not treated
an to
of
the effect
that,
for
the Company
as
be
association
taxable
as
as
a corporation
as
or
publicly
traded partnership
taxable
corporation.
Capitalization
an
of
Upon completion
this
Offering,
University
Street,
Inc.,
indirect
subsidiary
to
to of
of (
all
University the voting
Street), will
continue
hold
the Company
Common
of
WMB
100%
Securities,
representing
in
of
of
rights
the
Company
( subject
the limited voting rights

Preferred
holders
the Series 2007under
Company
Preferred
Securities
and the
other
Company
of
all
the
Securities
described
Descrip-
of
tion
the Series 2007- A Company Preferred SecuritiesVoting Rights and Covenants).
Upon
Securities.
will
of
completion
Trust I will
this
Offering,
the Trust
all
will
hold

Securities,
to
continue
all
hold

Securities
WaMu Cayman
will
to
continue
all
hold
and Trust
II
the Series 2006- B Company Preferred
continue
to
hold
the Series 2006-
Company Preferred
Securities.
38
be
to
to
Return
WMIPC_500002168.00051
CONFIDENTIAL
as
of
of
The
Offering, closing
following after
table
illustrates
the expected
capitalization
the Company
the closing
Securities
on of
1)
this
of
to
giving
effect
the issuance
the Series 2007-
Company Preferred
the
date:
of
As
the Closing Date(

(
Unaudited)
Series 2006Series Series Series
A 2006- B 2006- C 2007- A
Company Preferred Company

Preferred
Securities Securities Securities. Securities

.
. . . . . . . . . . . . . . .
$1,250,000,000 750,000,000 500,000,000 500,000,000 4,279,380,658 $7,279,380,658
Company Preferred Company Preferred

Securities
. . . .
Company Common
. . . .
Total Capitalization
. . . .
. . . .
1)
of
These figures exclude
certain
capitalized
costs
associated
with the
issuance
the
Company Preferred
Securities.
of
Business Assets
the the
Company Company
with
of
connection
the offering
the Trust
Securities
and
WaMu Cayman
for
in
the
In
of
Securities
March
to
of
2006,
conveyed
portfolio
HELs
the Company
University
exchange conveyed
100%
of
WMB
in
in
the Outstanding
Company Company
University
Preferred
Securities.
Concurrently,
Street
portfolio
HELs
by
to of
I
of
the
for
exchange
the Company
Common
of
Securities.
The
portfolios
conveyed
WMB
and
Street
the Company consisted
HELs having
an
to
aggregate
principal
balance
as
of
approximately $ 5,389,459,150 Series 2006-
January 31, 2006. Immediately upon the issuance
Company Preferred
Securities
and Series 2006- B Company Preferred

from
Securities, Trust
of
the
Company conveyed the assets received
and
to
WMB
by
University
I
Street
Asset
in
exchange
for interests ( the
Asset Trust
I
represented
the Asset Trust
Class
A Trust
II
in
and a
then a
by it
Certificate
residual certificate Trust Certificate sold
Asset Trust
Class
Trust Certificate).
The Asset
under
Trust
Class
transferred
described
Asset Trust
Securities
Preferred
to
Securities
for
cash
Trust
and
WaMu
of
Cayman,
respectively.
in
In
connection
with
the offering
the Trust
II
Securities
December
2006,
WMB
conveyed
for
in
to
of
of
portfolio Preferred
Option
ARMs
the Company
exchange
Street
100%
by
the Series 2006-
Securities.
Concurrently, contribution.
University
conveyed
a portfolio
Option
as
Company
capital
The
portfolios
conveyed
and
to
WMB
to
of
C Company ARMs the

Street
I.
was subsequently
to
WMB
as
WMB
University
the
an
of
Company consisted
Option
ARMs
having
aggregate
principal
balance
of of
approximately
as
of
$ 2,899,877,211 Company
November 14, 2006. Immediately upon the issuance

the Company conveyed
the Series 2006received
C
from
Preferred
Securities,
100%
for
the Option
ARMs
II in
in
by it
of
to
and University
Street
Asset Trust
exchange
interests
Asset Trust
( the
II
WMB
represented
II
the Asset Trust

Trust Certificate
Class
Asset Trust
II
and a residual certificate
Class
II
The Asset
Trust
II.
Class
Trust Certificate
was subsequently
2006-
transferred
for as
described
under
II.
Asset Trust
WMB
then sold the Series
Company Preferred
Securities
cash
to
Trust
of of
in 1,
As
balance Option
April
2007, the Companys the aggregate, mortgage
of
assets consisted
approximately $ 4,425,472,561 $2,204,305,471

principal
II,
principal
to
).
WMB
held through
Asset Trust
I,
HELs
balance
ARMs and
of
in
other
assets
the aggregate,
held through
Asset Trust
and
or
$ 37,624,771
held directly
through
the Asset Trusts, as the case

Securities
may
of
Since the issuance

the Series 2006-
Company
Preferred paid
and Series 2006Street
Company
in
March 2006,
the
Company has
to
University
approximately
$ 160
million
cash distributions and approximately $ 1.42

Securities.
billion
cash redemption payments,
each case on the Company Common

has been payments
The Companys source
of
funds for those dividends the Asset Trusts on
interest
and
by
of
principal
received
the Company
through
39
in
of
of
of
be.
by
Return
WMIPC_500002168.00052
CONFIDENTIAL
their
Mortgage
Loans. The Company

tests
expects
that
these assets alone would
it to
permit
satisfy
the
of
coverage
and FFO
described
for
under Description
the Series 2007-
A Company
Preferred
SecuritiesRanking Equity Securities.
issuance
the Series 2007- A
Company
Preferred
Securities
as
of
Parity
The
of
Eligible
Investments
( which
will,
this
Offering
and the
Certificate,
in
of
transactions
contemplated
connection
therewith,
consist
the Asset Trust

(
Class
A Trust
the Asset Trust purchased

will
II
Class
A Trust
of
for
Certificate
and Permitted Investments
including
Permitted
Investments
of
with the
proceeds
the sale
2007- A Company Preferred Securities)) from time
to
all
iii)
time
by
as
of
generate
net income
payment
dividends
(
the Company
for
the Trust
holder
of
to
the
of by
Series 2007-
Company Preferred
Securities
and consequently
pass through
the
Trust
of
to
I,
holders

II
Trust
Trust
and
WaMu
as
Cayman, as holders
the Outstanding
to
of
Company
Securities.
and
University
Street
holder
the Company
Common
so
as
The Company
its
intends
manage
assets
at
all
(
to
i) to
its
to
times times
will
in
to
maintain
exemption
be
to
to
to
maintaining sufficient
( including
FFO
to
allow
payments
respect
its
Company Act, made with

(
ii)
result
the Company
Junior
Equity Securities
as
at
payments
University
Street
holder
the Company
Common
Securities)
and
maintain the desired treatment
under the Code for the Companys
assets and obligations.
in
to
to
any the
with
of
Current requirements under the Investment
Company Act mandate
that
order
maintain
as
an
exemption
Qualifying time. Trust icate,
from registration
investment
company, the
Company
receives
must
its
limit
assets that are not assets
or
no
to
of
Interests
other
real estate that initially

I
related
assets
more than 20% and Asset

will
total I
as
of
II
holder
the Asset Trust

its
Class
its
II
A Trust
it
The Company expects
the distributions
from Asset Trust

Trust
and Asset
Certificate
Class
A Trust
respectively,
and
income on
all
on
Permitted Investments,
significantly
exceed the amount
to
of
required
pay dividends
the series
Company
purchased
Preferred with
Securities.
Cash received from the

with
or
Asset Trusts and any Permitted Investments
such funds
the proceeds
real estate
sale
2007- A
Company
Preferred
Securities
are not Qualifying
Interests
or
of
other
or
of
assets,
and therefore funds received
from the Asset Trusts the Company

real
from the sale
2007- A Company any other assets that

total
by
Preferred
Securities
and retained
be
will
limited ( together
with
or
to
are not Qualifying
Interests
other
estate related assets)
20%
of
of
the Companys
at
any time. Current cash and the expected

will
of
proceeds
total
the sale
2007- A Company Preferred
Securities
not exceed
20%
a
the
Companys
assets.
For this and other reasons,

(
a)
of
the
to
of
related
assets
at
the
its
Certif-
to of
Company may seek
invest
substantial
portion
Permitted Investments
Additional
after giving effect
the sale
2007- A Company Preferred
Securities)
purchase
Assets
as
of
described
below
it b)
in
or
of all
it
and
the Company expects receives
will,
the ordinary course,
distribute
substantially
to to
as
funds
University
Street,
holder
with
the
Company Common
on
dividends required
Securities,
the extent
permitted
in
so
do
to
it is
accordance
the restrictions
to
respect
the Company
Common
of or
Securities
and such funds are not otherwise

Securities.
to
pay
on
receives
from the sale
2007-
Company
in
of
Preferred
Securities
Permitted
to
of to
of
Investments
prior
such funds being distributed
the holders
the Company
Common
Securities
or
or
of
other
Junior
Equity Securities expects
any
series
Securities.
The Company
the Asset Trusts
will
also
that
over time the principal balance
the Mortgage Since

(
Loans held
decrease
as a
I
result
principal
payments
and
i) II in
of
payoffs.
accordance
of
with
the terms
the Asset Trust
Agreement and Asset

Asset
Trust only
Trust
Pooling and
Servicing
Agreement, additional
ii)
assets
to
circumstances
University
and
funds distributed
Asset Trust
may be
will
distributed
(
as
Street
discussed
above and
to
the extent held by the Company
generally
when
in
to
may be added either the Company by an

a lower
in
to
very limited
invested
Permitted
Investments)
generate
rate
its
return
will
than the Mortgage

decline.
Loans held
the Asset Trusts, over time the Company
expects
that
FFO
to
Accordingly,
prior
the
is
at
point
which the Companys
FFO
to
level
reduced
level that
would prevent payments
with
40
in
of
by
of
it
dividends
any
series
The Company
to
of
all
intends
invest
funds
to
its
its
Return
WMIPC_500002168.00053
CONFIDENTIAL
as
respect
Junior
Equity Securities
Securities) Eligible
( including
payments
of
to
to
its
University
Street
holder
the
investwill
Company Common ments

that constitute
the Company
intends
to
acquire
additional
income producing
Assets. Any additional serviced
by
assets that are acquired

with
the Company
not
transferred additional
(
either
Asset Trust
in
or
be
to
accordance
the
the related Asset Documentation.
Any
by
Eligible
Assets that are acquired

to)
Company
( such assets,
Additional
Assets)
in
of
of
may
but are not
cases required
with
consist
obligations
Asset Subsidiaries. The terms

for
of as
all
the
Asset Documentation
Additional
respect
any Additional
Assets
will
provide
the servicing
of or
to
such
Assets. Assets means assets:
Eligible
a)
or
which
are securities,
an
of
i)
interests
other
obligations
Asset Subsidiary
loans, first
which are second lien
by
or
or
backed
collateralized
first
second
lien
closed end
single
home
or
equity
home
cial
on
of
equity
lines
credit,
mortgage loans
real
family
multi-family
residences,
commerlocated
in
or
mortgage loans
other
estate
assets, that
each case,
with
respect
to
real
estate
in
the United States; provided, closed end
however,
or
lien
home
family
of
equity loans, first
Company may acquire and hold second lien home equity lines credit,
the commercial mortgage loans
or
first
second
mortgage
real
or
loans
single
multi-family
residences,
or
on
other
estate
in
assets directly
ii)
(
if
the
Company
receives
Asset Tax Opinion
connection
with
such assets
by
otherwise
satisfy the
Rating Agency Condition Manager;
and are approved
of
all
the Managers,
including
the Independent
which
will
serviced
for
and maintained
in
b)
be
accordance
include loans,
with
Asset
Documentation;
to
is
c)
the collateral
which
not permitted
under the related Asset Documenta-
or
tion
any
first
second lien closed end

loans
home
or
or
equity
first
second
lien
home
30
equity
lines
as or of
credit, other
mortgage
real estate
on
off
single
family
multifamily
residences, commercial mortgage
loans
as
to
assets
cut-
which the applicable
obligor
was more than
days delinquent
the applicable
date
or
of
transfer date;
d)
or
the collateral
for
which does not create
carry
any obligation
the Company
or
of
any
or
to
to
Asset Subsidiary
make
future
advances
facilities
loans other
any obligor with respect
to
such collateral
or
of
under lines
credit,
revolving
loan
similar features;
and
in
the acquisition,
maintenance
other
and
servicing
which
will
not
in
e)
or
of
itself
connection
of
with
any
the
Companys
assets):
be
an
to
cause the Company
investment
company
that
required
to
is
i)
register

ii)
(
Company Act;
of
United States federal income withholding tax
( including
in
under Section 1445
the Code)
respect
payments
made
by
of
of
the
Company on any
of
series
iii)
cause the Company
treated
under the Code
as
be
to
publicly
traded partnership
as
taxable
iv)
a corporation;
in
cause the Company

for
treated
engaged
or
as
U. S.
to
be
trade
business,
determined
to
cause income with respect
to
v)
or
constitute
unrelated
business
or
U. S.
taxable taxation
income for
federal
income tax purposes
gain subject
U. S.
to
net
income
under Section 897
of
the Code.
a)
to
Asset
Documentation
means
I
with
respect
Asset Trust
and the Asset and the
Trust I
Class
A
I
Trust Certificate,
the Asset Trust
Agreement
related
Asset Trust
b)
to
II
Custody Agreement,
with
respect
Asset Trust
II
and the Asset

related
Trust
Class
A Trust
Certificate,
II
the Asset Trust
Asset
II
Agreement
and the
Trust
Custody Agreement,
with respect
any Additional
Assets, the documentation
i)
and
to
c)
governing
the maintenance
and
41
or
an
Return
WMIPC_500002168.00054
CONFIDENTIAL
of
servicing applicable) ble)
such Additional any underlying
Assets and custodial
arrangements
related thereto
and
to
the extent
to
in
any Asset Subsidiary created
connection
with
such
Additional
Assets;
provided
that
if
collateral
related
ii)
such Additional
Assets and
establishing
applica-
the
execution
any such documentation,
the extent such documentation Pooling and Servicing

for
not substantially similar
be all
as
to
material
respects
the Asset
Trust I
Agreement
( with
such changes
may
or
necessary
to
desirable
reflect
the collateral
such Additional
including
Assets),
must satisfy the Rating Manager. Assets,
by
Agency Condition and be approved

Asset
of
all
the Managers,
the Independent
I,
Asset Trust
II
Subsidiary means Asset Trust
and, with respect
to
any Additional
of
an
to
entity
formed
with
for
the
purpose
holding the collateral and:
related
such Additional
Assets and making
to
payments
respect
thereto
the Company
all
holds
b) a)
in
or
which the
Company
of
all
substantially
the economic
interests;
which which
established
and governed
pursuant which
to
is
Asset
Documentation;
is
is
not
an investment
company
required
to
c)
register
under the Invest-
ment Company
Act;
d)
which
will
not cause the
Company
be
Act;
investment
company
to
is
that
required
register

will
Company
e)
of
the establishment and operation tax

( including
which
of
United States
in
an
to
of
federal
withholding
under Section
1445
the Code)
respect
payments
by
full
of
of
the
on
Company
of
any series
of
to
the
establishment
and operation
which
will
be
f)
treated
as
under the Code
as
a publicly traded partnership taxable
corporation;
and be
treated
which
will
not cause the
Company
in
engaged
purposes.
for
as
or
U. S.
trade
business,
determined
an
to
Asset
Tax Opinion means, with respect
any assets,
opinion
of
counsel from nationally
recognized
tax
will
counsel
the effect that the acquisition
and ownership
such assets
by
to
of
the
in
in
or
Company
of
not
itself
connection
with
any
the Companys other assets):
in
a)
of
United States federal withholding
tax
respect
of
payments
made by
b)
(
the Company on any series cause the Company
of
the Company Preferred under the Code
Securities;
as
be
to
treated
publicly
traded partnership
as
taxable
a corporation;
or
in
as
cause the Company

for
treated
engaged
trade
business,
determined
Eligible
United States federal income tax purposes. Class

Certificate,
the Asset Trust
II
Investments means the Asset Trust the Asset Trust

I
A Trust
as
or
U. S.
be
to
c)
as
g)
to
of
in
of
to
is
Class
Trust Certificate,
Class
Trust Certificate,
the Asset Trust
II
Class
Trust Certificate,
any other Eligible Assets and any Permitted Investments.
or
Permitted
Investments means one
more
the obligations
or
of
securities listed
below:
or or
as
a)
of,
obligations
guaranteed
principal
and
interest by,
the United States are backed
America
faith
any agency
instrumentality thereof
when such
by
or
obligations
the
of
and
credit
the United States
of
America;
in
b)
a)
of
repurchase
agreements on obligations
that
described
clause
this definition
of
Permitted
Investments; provided such obligations have,
the unsecured
obligations
the party agreeing agreement
repurchase
the time
of at
which the repurchase
is
at
entered
to
of
into,
of
one
of
the two highest short- term debt ratings such repurchasers unsecured
each
and provided
at
further that
long-
term debt has,
the time
at
which the
42
of
to
Return
WMIPC_500002168.00055
CONFIDENTIAL
repurchase
agreement
entered
into,
one
of
is
long-
term debt ratings
of
each
of
of
or c)
federal trust that
funds,
certificates
deposit,
time deposits and bankers
acceptances America
of of
any
bank
company incorporated
under the laws
the
United States
or
of
of
any state;
in
or
of
provided
the debt obligations
such bank
trust
company
( or,
the case
of
the principal
of in
of
bank
date
a bank holding company

acquisition thereof
system, debt obligations
the bank holding company)
at
the
of
have one
of
the two highest short- term debt ratings
each
the term
Rating Agencies
and unsecured
long-
term debt has one
of
long-
of
debt ratings
each
of
d)
of
federal funds,
certificates
deposit,
time deposits,
demand deposits and bankers
of
acceptances
WMB;
or
of,
e)
of
obligations
obligations
guaranteed
that
by,
any state
the United States
of
America
or
of
at
the District
Columbia; provided
such obligations
the date
for
of
acquisition
thereof shall
of
have one
the two highest longterm debt ratings available
such securities
from each
of is to
the
Rating Agencies;
of
commercial
paper
any corporation
incorporated
under the laws
of
f)
the United States
or
on
of
America
any
state thereof,
which
the date
of
acquisition that long-
has the highest commercial

long-
of
paper rating
each
of
provided
the corporation has unsecured
of
of
term debt that has one Agencies;
term debt ratings
each
of or
the Rating
g)
or
securities that
other
than stripped bonds
at
a
or,
stripped
coupons)
bearing interest
sold
by
of
discount America
available
are issued
any corporation
incorporated
under the laws

long-
the United States

ratings
or
any state thereof and have one such securities from each
of
the two highest
term unsecured
of
for

that satisfy
and
h)
of
any other category
investments
including
the Rating Agency Condition
and
of all of
approved
by
to
the
Managers,
the Independent
Manager,
subject
the receipt by
to
the Company
provided, extent that
an Asset Tax Opinion

(
with respect
such category not
of
investments; Investments the
however,
that
any
the investments
listed
above
be
of
i)
will
Permitted
that
investment
therein
would cause the outstanding
principal
amount
principal
of
Permitted
Investments
all
Eligible
by
to
of
are then held and

(
the Company
exceed
20%
the aggregate
amount
A)
to
Investments
ii)
any payments received with respect tax
any
of
the investments
with
(
of
listed
above
tax
be
to
must not
of
subject
withholding
any jurisdiction assuming
compliance
standard
up
documentation
requirements, unless the Company
entitled
full
gross-
on
an
to
is
after-
tax basis) would
B)
to
of
with
respect
any such withholding
tax,
the
gain
from the disposition under section 897
such investment
section
or
not
subject
federal
income
or
U. S.
be
to
withholding
tax
will
1445,
federal
C)
respectively, withholding Securities.
the Code and
such investments
in
by
on
of
tax
respect
payments
made
the Company
of
any series
no
an
In
event shall
if
instrument
be a Permitted Investment
the instrument evidences such instrument such instrument.
U. S.
of
of
right
receive
only interest payments
with respect
the obligations
principal
underlying
at
has been purchased

Rating
a price greater than the outstanding
balance
but
in
P,
at
of
Agencies means,
any time,
S&
Moodys
and
of
Fitch,
only
the case
each
for
of
none
them
providing
rating
the relevant security,

rating
including
the Trust Securities phrase
at
such time, purposes
as
then any
nationally
recognized
statistical
organization
that
is
defined
for
2)
of
Rule 436( g)(

Rating
Act,
which
is
rating
such relevant security. the
Agency
Condition
means
written notice result
from each Rating Agency confirming
that
in
or
proposed assigned
action,
change
modification will not
of
reduction
the
rating
then currently
by
such Rating Agency
to
43
if
such agency
if is it is
rating
the relevant
at
security,
including
the
Trust Securities
the relevant time
or
to
to
of
Return
WMIPC_500002168.00056
CONFIDENTIAL
Employees and Administration Agreement The Company and

istrative
WMB
have entered
into
an
Administrative
Services causes
Agreement
( the
Admin-
to
to
Services
legal, with
Agreement) pursuant
tax
all
which
WMB
to
the
or
provides
be
provided)
certain
accounting, compliance
and other support services
Company,
assists
the Company necessary
in
maintaining
U. S.
pertinent secretarial
local,
state
and
federal
laws and provides

this
administrative,
recordkeeping
and
to
services
the Company. Under from time
agreement,
for
the Company has
of
agreed
reimburse the provider
such services
time
the value
of
to
to
services
will
provided
by such
provider
the Company. The Company expects
that
any such reimbursement
be
in be
to
a de
in
minimis amount. Agreement.
The Company may
the future amend
or
terminate the Administrative
Services
The Company
that
will
maintain limited
liability
company records and
audited
financial
statements employees
are separate
from those
WMI
and any
other
affiliates.
None
the officers,
in
or
of
Managers
acquired
the Company
will
have any direct
indirect
pecuniary
interest
any security
in
in
by
or
or
disposed
the
Company
any transaction
which the Company has
an
of
of
Management
the
Company
by
The Company Companys Board
will
be managed
a Board
of
Managers.
The LLC Agreement
provides
to
interest.
that
the
of
at
Managers
will
times be composed
of
all
three
members
( each,
a Manager),
or
is
of
one
whom
affiliate
of
not and has not been during the preceding
five
years an officer
employee
WMI
or
of
any
WMI,
other
than a financing
subsidiary ( the
Independent Except
Manager). The Managers circumstances
will
serve
until
their
successors
are duly elected and qualified. Manager
in
certain
described
under
Independent
below, action by the Companys

officers.
of
Board
Managers
will
be by
majority vote.
The Company has nine
as
The persons who
currently
serve
the Managers
of
and officers
the Company are:
Name
Robert Williams Peter Freilinger.
. . .
. .
Position
. . . .
.
and Offices Held

ViceVice-
. . . . .
.
Manager and Senior Manager and Senior

Independent
ViceFirst
President President
. . . .
.
. . . .
.
. . . .
. .
J.
Kenneth
Bret
Uva
. . . . . . .
. . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Manager and
Chief Financial Officer
W.
Scott..
.
.
President
Tim Cleary
Jim Douthitt
. . . . .
.
. . . .
.
Vice- President
. . . . . . . .
. . . . . . . . . . . . . . . .
Senior Vice- President

First First First
Doreen Logan
Jack Read
.
. .
Vice- President Vice- President Vice- President
and Assistant Secretary
. . . . . . . .
Chad Smith
and Secretary and officers

its
affiliates.
of
Each
the current Managers

individuals
( other
than the Independent
Manager)
of
the
initial
or
or
of
Company are
Independent
who are
Kenneth
officers
employees
WMI
of
one
of
The
J.
an
is
is
Manager
Uva, who
employee
CT
Corporation.
Independent
Manager
in
Under the LLC Agreement,

the preceding
five
be
to
order
considered
independent,
a Manager
must WMI,
not, during other
or
or
of
years,
have been a director
employee
WMI
to
any
of
affiliate
than
or
of
direct
indirect financing
subsidiary
WMI.
assessing the benefits the Company
in
The LLC Agreement
of
requires that,
any proposed the and the
of or
action
requiring his
her consent,
the Companys
Independent
including
Manager
take into account
of
interests
holders
both the Junior Equity Securities,

Company Common
provides
Securities,
any series
the
Company Preferred
The LLC Agreement

Securities,
in
of
that
considering
of
of
interests
the holders
the
Company
any Junior Equity Securities
and any
44
or
of
of
of
its
Return
WMIPC_500002168.00057
CONFIDENTIAL
of
series
Company Preferred
duties.
Securities,
the Companys
Independent
Manager
owes
all
such holders
the
same
The LLC Agreement

outstanding, including
as
so
provides
that,
for
long
are
by
of
be
to
certain actions
the Company
will
subject
will
prior
approval
all
Managers,
the Independent
Manager.
The Company
not be able, without
the the
approval
of
the
or
to
Independent
Manager,
i)
terminate,
amend
otherwise
change any
of
Companys Asset
not tax-free
or
or
is
ii)
Documentation
effect
consolidation,
merger
share exchange
to
that
the
holders
any series
the Company
unless such consolidation,
merger two- thirds
of or
fill
of
of
share
all
or
by
of
exchange
was approved
the Company
the consent
affirmative voting
vote
the holders
of
at
least
as
of
series
addition,
if
together
a single class.
In
either
or
to
to
Asset Trust
fails
make
in
a payment
the Company
any payments
are not received
with
regard
of
of
any Additional
Asset
the
I
violation
the terms
will
the related Asset Documentation
on any scheduled
payment
date,
Independent Class
Manager
to
have the authority the Asset Trust
cause the Company, as the holder
the
Asset Trust Asset,
II
A Trust
to
Certificate,
its

until
or
of
any
in
as
Additional
applicable,
enforce
rights
such capacity
payments
have been
with
of
resumed and a year has passed since the date
the latest scheduled
payment date
respect
or
to
the Additional
Asset failed
make a payment.
Securities, voting together
of
The holders
of
all
the series
Company
Preferred
as a
single
class,
by
majority
vote
the votes cast on such matter
a meeting
or
of
at
properly called
and held
by
written
of
instructions voting single rights class,
signed by the holders
Company
or
initial
Preferred
Securities
representing
of
majority
the
to of
series
the
Company
or
Preferred
Securities
then outstanding, Independent
voting
together
as
the
of
all
are entitled
remove the
any succeeding
existing
Manager
and
to
the
in
by
vacancy
created
such removal
fails
any other vacancy

full
the
of
office
the Independent
Securities
i)
if
Manager
the Company
pay
dividends
on any
of
to
series
Company Preferred
full
ii)
on any Dividend Payment Date, Company on the Company
any Trust Holder

Securities
fails
pass through
dividends
paid
to
Preferred
held by the Trust Holder
the holders
of
the
Trust Holders
Securities
will
iii)
or
on
Date
a Bankruptcy
irrespective
Event occurs. The whether he
person
elected
be deemed
test
an Independent
above. This
right
Manager
will
or
so
to
of
be
by
to
she
meets the independence
as
described
continue
for
long as any Company
of
Preferred
Securities
any series are outstanding.
Bankruptcy

its
inability
in
or
or
or
to
i)
Event means the Company, the Trust

its
or
becomes
to
is
insolvent
unable
pay
debts
fails
admits
writing
generally
pay
for
its
debts
as
or
or ii)
they become due,
makes a general assignment,
arrangement
composition with seeking law
or
the
or
of
or iii)
or
it
benefit
creditors
institutes
has
instituted
against
a proceeding
a judgment
other similar
or
insolvency
bankruptcy
creditors
any
other
relief
under any bankruptcy presented

its
for
insolvency
or
law affecting
rights,
petition
winding
or
up
is
liquidation.
Compensation
of
the Independent
Manager Manager a reasonable

for
The Company pays the Independent
or
or
fee for his
her services
as a
of
of
at
Manager
the Company,
plus
reimbursement
expenses
attendance
each meeting
of
the
Companys Board
of
Managers.
of
Indemnification

provides
that
The LLC Agreement
the Company
will,
the fullest extent permitted and related expenses

status
by
to
law,
or
indemnify any Manager reasonable

counsels
of
officer
the Company for any
liability
( including
or
or
of
fees) arising
out
such Managers
officers
as a Manager
officer
the Company; provided,
however, that a court
of
competent
jurisdiction
has not determined that such
in
in
or
or
Manager
officer
did
to,
not act
good
faith
and
a manner that he
to
she reasonably
believed
be
or
in,
not opposed
the best interests
the Company and, with respect
any criminal action

unlawful.
proceeding,
had
or
no
to
reasonable
cause
believe
that his
her conduct
was
The LLC
45
or
of
to
of
of
its
to
a
to
Return
WMIPC_500002168.00058
CONFIDENTIAL
to
Agreement and
of is
provides
that the
right
indemnification
a contract
right
and
set forth certain
procedural
that
to
evidentiary
standards
applicable
enforcement
claim.
The LLC Agreement
provides any
the
Company may purchase and maintain insurance
protect
any Manager out
or
to
officer
against
liability
by
asserted against him
her,
incurred
him
her, arising
his
her status
as of
or
or
or
or
of
such.
Additional Covenants
the
Company
that,
in
of
the long
LLC Agreement
as
the authorized options
The LLC Agreement

are outstanding, the
provides
will
so
any series
or
Company
of
not authorize,
create
increase
amount
of or
or
issue
or
or
any class
convertible
series
any equity shares

into
the Company,
any
warrants,
or
of
other
rights ranking rights
or
or
of
of
exchangeable
any class
Securities,
series
any equity shares dividend

rights,
the Company,
rights
as
senior
either
redemption
or
or
up
an
of
dissolution,
liquidation
winding
the
Company
the
without
the consent
as of as
affirmative voting
vote
the
of
at
of
of
all
holders
single
least
two- thirds
series also
Company
that,
Preferred with
Securities,
together
a
the
or
class.
The LLC Agreement
provides
except
the consent
Securities,
affirmative
vote
of
at
of
of
all
holders
single
least
two- thirds
the series
Company
Preferred
voting
together
class,
the Company
actions
will
not take certain other actions.
of
These
are described
under Description
the Series 2007-
Company
Preferred
SecuritiesVoting Rights and Covenants.
Additional Information
by
to
respect
including
the
that
required
paragraph
( d)(4)(
i)
The
Company
GAAP,
will
of
is
Rule 144A
quarterly with
unaudited
and annual audited

available
financial
statements,
until
in in
be
to
each case prepared
accordance
upon request
Securities
WMI
or
(
the earlier
of
of
i)
full
Exchange.
46
ii)
the redemption
the Series 2007-
Company Preferred
the Conditional
in
of
on
to
to
Return
WMIPC_500002168.00059
CONFIDENTIAL
ASSET TRUST
General
Washington
Mutual
Home
is
Equity Trust
Asset Trust agreement
statutory
trust
formed under the
laws
the
State
Delaware
pursuant
trust
between the Company, The Asset

I
as
of
of
to
depositor,
and
Deutsche
Servicing
Bank
Trust
Company Delaware,
as
Delaware
( the
trustee.
Trust
Pooling and
of
Agreement, dated as
March
7,
2006
Asset
Trust

( the Asset
Agreement), Deutsche
among
Trust
as
the Company,
depositor,
WMB, as
trustee
servicer
Trust I Servicer),
I
Bank
Company Delaware,
Trust
as
Delaware
trustee ( the Asset

(
Trust
Delaware
Trustee)
and Deutsche Bank National
Company, as
the
Asset
Trust
Trustee),
restated
the
is
initial
trust
agreement
the governing
will
instrument
Asset Trust
I.
and
of
Asset Trust described connection

Trust I
does not and

I
not own any assets other than the

will
HELs
other
and the other assets than those incurred
below. Asset Trust

with
does not and

I
not have any
liabilities
the Asset
will
Trust
Pooling
and
Servicing officers
Agreement
and any
related
agreement. Asset
contribution
or
does not and
not
have any directors,
other
employees.
No
equity
as by
for
or
or
be
has
will
made
Asset Trust
WMB,

initial trust
de
to
minimis
by
contribution Trust I
made
the Company,
will
to
depositor,
the
agreement,
I I
and Asset
of
does not and
not
I
have any other capital. acts through
The
fiscal I
year end
Asset Trust
December
Trustee,
31. Asset Trust

fees
the Asset Trust are paid respect

include
Trustee and the Asset Trust reimbursed
whose
and reasonable
this offering
expenses
with
by
or
the Asset
Trust I Servicer.
of
to
is
Delaware
in
and
For purposes
circular
the underwriting,
originators
origination
and
servicing
in
to
the
Asset Trust
I,
HELs
references
WMB
by
WMB,
acquired
WMB
and WMBs
subsidiaries.
of
General Description
Assets
of
of
The assets
aggregate
certain
Asset Trust
consist
HELs
that
had, as
of
January 31, 2006, a value and payments received thereon
unpaid principal investments.
balance
of
approximately
originated
$5,389,459,150,
or
by
other
The HELs were
acquired
between September
into
of of
1,
2001 and September

aggregate
30, 2005. As balance
April
2007, the
HELs
transferred
Asset
Trust
had an
unpaid principal
approximately a weighted
$4,425,472,561.
of
1,
As
April
2007, the
HELs had
of of
average
gross interest
rate
6.07% and ranged
to
of
from a gross interest rate average

current, current,
11.315% per annum. As
1,
April with
2007, the
of
balance
the HELs was approximately $90,456
a minimum
of
unpaid principal
approximately $18.00 and a maximum current,
unpaid principal
various original
As
balance
approximately $ 932,128.
in
of
of
1,
April
2007, assets
Asset Trust
had
30
on
maturities
years and were,

to-
average, originated
within
the last
41
to
months.
to-
of
1,
As
of
April
2007, the current
weighted
loan-
average loan-
value
ratio
the HELs was approximately
As of
at
1,
the
WMB
51.35% and the weighted average
value
ratio
origination
was approximately 58.66%.

defined
with
as
1,
April
2007, the HELs had a weighted
average
Credit
Score
below)
of
approximately
of
758. Most
properties
the properties underlying
the HELs are owner occupied
approximately 3.81%
non- owner occupied.
The HELs are geographically
concentrated
in
Texas ( approximately
50.41%), California mately 5.10%).

furniture
( approximately
29.35%), Florida ( approximately 7.06%), and
HELs
on
a
are typically purchases,

fully
made
as
for
reasons such
home
purchases,
New home
York
approxi-
improvements,
and
of
fixtures
purchases
automobiles and debt consolidation.
The HELs are
generally repaid
amortizing basis.
of
Acquisition
the Portfolio and Related Transactions
In
of
connection
with
the issuance
the Outstanding
Company
for
Preferred
Securities,
WMB
the
In in
of
to
contributed
a pool
HELs
the Company
Securities.
exchange
addition,
a corresponding
amount
of
Outstanding
Company
Preferred
University
Street contributed
a pool
of
HELs
47
of
of
Return
WMIPC_500002168.00060
CONFIDENTIAL
of in
as
of
the
Company
value
exchange
for
the Company
totaled
Common
of
to
all
Securities
January 31, 2006. The
aggregate
these contributions
of
to
contributed
Asset Trust
it
The Company
Street.
all
the HELs
received from
WMB
and
University Equity
This contribution
( the
I
was made
Asset Trust
I
A-
in
exchange
for
the Class
1 Washington
).
Mutual
Home
Trust I Certificate
Class
A Trust
I
Certificate)
and the Class
Washington
Mutual
Home
Equity Trust
Certificate ( the
Asset Trust
I
Class
Trust Certificate
For United States federal
the Asset Trust
Class
A Trust
Class
Certificate
of
regular
in
I,
interests
Asset Trust
and the Asset
Trust I
Trust Certificate

I
in
I.
residual interests
Asset Trust
I
The Company
retained
the Asset Trust
Class
A Trust
on
Certificate
on
and
sold
the Asset Trust
Class
Trust Certificate
WMB
of
March
7,
to
2006.
interest
to
Asset Trust
owns
all
the right
I
receive
payments
principal
and
the HELs.
to
schedule
including:
the
Asset Trust
Agreement
includes
information
about each HEL,
as
of
of
the
outstanding
principal
balance
the close
business
on January 31, 2006;
of
the
term
the
HEL; and
as
the
applicable
interest rate
the close
business
on
of
of
January 31, 2006.
no
to
to
The notes
relating
the
HELs
the
were not endorsed
Asset Trust
and
assignments
to
Asset
I
in
Trust I
the
mortgages
securing
HELs
were prepared.
Custodian,
has possession statements
and reviews such notes and

filed
custodian the HELs.
for
of
WMB, the HELs

Is
as its
as
of
capacity
initial
Asset Trust
I
Asset Trust
and
financing
were
evidencing
Asset
Trust
interest
Description General
of
the Portfolio
by of
in
is of
of
in
All
the HELs
the portfolio
Asset Trust
consist
closed-
end,
first
lien
home
equity
loans
secured
first
lien that primarily
on the
are
borrowers
for
residence.
Such residences
are largely single
family properties.
These loans
typically
made
reasons such as
home
purchases,
home
of
improvements,
acquisition generally
furniture
and
fixtures,
purchases
of
automobiles, and debt consolidation.
of
The HELs are were

that
paid on a
for
fully-
amortizing basis.
As
1,
April
2007, fewer than 135 HELs

there
in
delinquent
payments
a period
30 days
I
or
of
more; however,
can be no assurance
in
HELs held The
the portfolio Appendix
Asset Trust
will
not become delinquent
in
of
the future.
in
as
to
of
tables
1,
this offering
circular
represent information
Trust
April
2007
with
in
to
of
respect
the HELs included
the portfolio
Asset
Underwriting
General
in
I.
The HELs owned by Asset
Trust
were,
in
all
material respects,
originated
accordance
with
as
of
the underwriting automated
guidelines
WMB
by
described
herein.
The HELs were
underwritten
WMB
using
underwriting
systems. are intended
WMBs
credit collateral.
to
underwriting
guidelines
ability
generally
borrowers
the mortgaged
property
Some HELs
in
are manually underwritten,
which case an underwriter reviews
information
if
submitted borrower,
by the borrower and supporting

and based on that review
documentation,
required,
and a
a loan
of
credit report the
the
with
in
to
determines
whether
originate
amount and
as
the
by
terms requested
ing
the
borrower.
Some HELs
of
are underwritten
through
WMBs
automated
underwrit-
system, described
below.
48
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WMIPC_500002168.00061
CONFIDENTIAL
Prospective
assets, liabilities
borrowers are required
provide
details
about
their
financial
factors
such
as
who
to
their
as
as
and related monthly expenses,
well
income and employment information.
by
Borrowers may provide the information

directly
to
this information into the lending
electronic
transmission
a bank
representative
inputs
an
system. Each borrower also provides

credit history.
authorization
access a credit report that summarizes the borrowers
Evaluation
of
the Borrowers
Credit Standing

report typically
or
to
relating
more
The
credit
contains
as
to
relating
such matters
credit
and
national
merchants
and lenders,
debt payments
and any record
bankruptcy,
( each,
repossession, suits
Credit
or
of
judgments.
most cases, the credit report
provides a credit score assess a borrowers
Score)
likelihood
for
In
the borrower.
to
Credit
Scores are designed
creditworthiness years)
and
to
default
on an
to to
obligation Credit
over a defined period ( usually two correspond
three
based on a borrowers
credit
history.
of
of

reflect
the probability
default
over the
life
HEL
more
because they
Credit
past credit history, rather than an assessment
of
future
Scores range from approximately 430

credit history.
to
approximately 850, with higher scores indicating the Credit Score for the primary borrower
favorable typically
the case
co- borrowers,
is
used, unless the co- borrower
has a
Credit
Score that
40
points
lower than that
of
the
in
is
primary borrower,
which case the lower score time the borrowing request
then used. The primary borrower

Credit for
is
is
by
for
of
In
determined
is
at
the applicant loan products
the
made. Minimum
to
some
the gross
ratios
ratio,
Scores are required
and loan programs.
Credit
Scores
may
not be available
some borrowers.
of
Evaluation

total
Repayment
borrowers
(
Ability
of In
to
evaluating
ability
repay a HEL, the loan underwriter expenses)
considers
ratio
the borrowers
monthly debt
including
non- housing
to
the borrowers
as
as or
to
income ( referred
the
debt- to- income
ratio
back- end
ratio).
The maximum acceptable

loan- to- value
may
vary depending score and the
on
other
loan factors, such
loan amount and loan purpose,
of
to
credit
availability
other
liquid
assets.
Exceptions
the
ratio
guidelines
may be made
when compensating
factors
are present.
of
Evaluation
the Adequacy
of
the Collateral
as
by
The adequacy
the property being pledged
collateral
generally
determined
all
an by in
of
is
appraisal
in
made
accordance
with pre- established appraisal
At
guidelines.
origination,
appraisals
are the
to
to
required
conform
of
Professional
Appraisal Practice
adopted
on
Appraisal Standards
Board
the
Appraisal
Foundation,
and are made
forms acceptable
to
of
the
or
Federal National Mortgage Appraisers may accordance

appraiser,
Association
and/
the Federal
Home Loan
Mortgage
Corporation.
by
be
staff
appraisers employed
WMB
or
independent
appraisers selected
generally
with the
pre- established appraisal
guidelines. inspect
Such
guidelines
require that
the
or
an
agent on and,
behalf,
personally
the property and verify whether whether
the property completed.
in
is
in
if
adequate
condition
the property
underwritten
new
construction,
it is
substantially
However, automated
public
the case
HELs
through
WMBs
in
lieu
automated
underwriting appraisal.
system,
be
an
of
valuation
method
AVM) may
used
a traditional
The
AVM
relies
records regarding the encumbered
or
property and/
neighboring
properties
and
statistically
If
derives
a value
using
that information.
AVMs
are used, they comply with the requirements
of
the
Financial
Institutions
Reform and Recovery Act

case, the appraisal
properties
as
of
1989,
amended, and are independently

analysis
verified
In
periodically.
either
normally
based upon a market data

applicable,
of
is
recent
sales
comparable
and, when deemed
a replacement
cost analysis
based
the current cost

Title
or
of
constructing
purchasing
a similar property.
g., lien
or
e.
insurance
alternative
I
services involve
insurance)
are required for

services.
HELs. Certain
consist
the
HELs owned
Asset Trust
the use
alternative
These services
49
of of
by
of
all
on
of
on
of
is
its
Return
WMIPC_500002168.00062
CONFIDENTIAL
be in
three
services
( including
property
reports
and recording
services.
services)
and are used

services
lieu
of
title
insurance,
endorsements
including
and
title
company
Alternative
may
to to
used
in
certain
in
circumstances connection
connection
with first
liens that
are being granted

with
a lender other borrowers
than
in
or
of
with free
the purchase
a home;
connection
loans
made
to
who
in
already
own,
and clear basis, the property being used provide event
as
on
collateral
title
secure the loan
question.
Alternative risk
services
to
low- cost alternative
standard
insurance
and provide acceptable
in
coverage
the
of
default.
Documentation
Programs
Each HEL owned
by
Asset
Trust
was
underwritten
using
full
either
WMBs
full
income documenta-
or
its
tion
program
stated
income program. Under WMBs
documentation
is
of
borrowers
stated
income
verified
through
receipt
the borrowers
most recent pay stub and most

with
in
or
of
recent W- 2 form or,
the case
self- employed
borrowers
borrowers
more than 25%
of of on
their
if
income from commissions, two years employed borrowers,

profit
of
personal
and,
applicable,
business) tax returns. For
self-
and
loss
statements
may
also
be
required.
Under WMBs
stated
income program, the prospective
borrowers
Eligibility
income and assets either are
not required
be obtained
or
to
are obtained
but not verified.
criteria
and the amount
the loans
by
loan are determined
an automated
underwriting
system. Purchase
loans as well as refinance
may be
in
eligible for participation
WMBs
stated income program.
all
is
credit report for
the borrower
generally
required
for
HELs
underwritten
under either
program.
to
Exceptions
Program Parameters
be
for
if
WMBs
made
the
on
to
factors
are present.
exception
documented,
and
of

to,
is
senior
underwriter
required.
Compensating
the
factors
may
include,
but
are not limited
low loan- to-value
ratio,
good
of
credit
standing,
availability
other
liquid
assets
and
stable
employment.
all
Currently,
System
by
HELs
originated
WMB
utilize
a proprietary automated
report
underwriting
system
as
known
SUCCESS. Based
the borrowers
credit
and the
information
provided
by
on
the
to
borrower,
the system either
approves

declines
the satisfaction
ii)
(
of
i)
specified
conditions,
which may include the receipt

underwriter for
additional
refers
iii)
manual
or
underwriting, decision,
the
file
based on predetermined among

different levels
eligibility
In
SUCCESS
distinguishes
of
credit
based
on
a proprietary custom score model, the borrowers and loan characteristics.
Credit
Score, and specific

levels
policies,
application
statistical
WMB
its
an
of
to
criteria.
standing,
has developed
these credit standing
based
of
of
of
its
analysis
portfolio
home
and
equity loans.
WMB
has used
of
of
of
analysis
portfolio
home
equity loans.
has used
SUCCESS
to
and
underwrite completed
periodically
HELs since May 2001.

all
WMB
and
regularly lending
evaluates
validates
SUCCESS
was
date has
in
required compliance
its
fair
evaluations
satisfactory
manner.
WMB
upgraded
to in
WMB
upgrades 2004.
proprietary
automated
underwriting
system.
SUCCESS
last
November
WMBs
of
previously
department
conducts
quality control
reviews
of
statistical
samplings
HELs on a
regular basis.
50
in
In
is
in
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WMIPC_500002168.00063
CONFIDENTIAL

Policies
is
of
the
WMI
Group
managed
by means
a broad set
of
policies
and principles
in
is
contained
policy
policy.
The

portfolio,
the work
of
any
its
a credit
of
committee,
monitoring
the
WMI
Groups credit
of
ableness exposures
the
WMI
Groups
for

for credit- related
and approving
and
setting
products
and programs.
is
of
management
underlying
creditworthiness
the borrower,
the adequacy
strength
of of
the
collateral support.
guarantor
of
Credit risk
assessment Process
a process
that requires
the evaluation
numerous
factors,
many

all
integrity relies
the
ability
the
WMI
Groups
lending
personnel
analyze elements
risk
elements.
risk
also depends
maintaining
risk rating
risk rating
accuracy
by
on
It
recognizing
changing
of
credit
and promptly
initiating
changes.
Conflicts
of
Interest
Policies
ethics
( the
Pursuant
WMBs code
is of
credit
Code
Ethics), for
when the extension
financially
reasonable
both
in

of
to
of
of
to
borrowers only
question.
Pursuant
the Code
Ethics,
lending personnel
decisions,
or
of
to
other
considerations
influence
lending
or
to
to,
be
in
or
involved
the funding
auditing
any loans
made
family
or
of
to
friends.
Servicing General
and the Asset Trust
Servicer
by
by
to of
the HELs owned

the
Asset Trust
are serviced
WMB,
capacity
as
All
the Asset Trust has possession
Servicer,
pursuant
e.,
files
Asset Trust
Pooling and Servicing documents, below)
Agreement.
of
WMB
as
the mortgage
in
as
its
i.
etc.)
Asset Trust
I
Servicer
and the
in
as
Asset Trust
Loan Documents
Trust
I
defined
its
capacity
Asset Trust
Custodian.
resign that
The Asset
obligations
Agreement
provides that except
may not
from
its
and duties thereunder
as Asset
Trust I
Servicer
law.
upon a
determination
duties
no
thereunder
until
are
longer permissible under applicable

I
a successor
I
Asset Trust
Servicer
No such resignation will become effective has assumed WMBs servicing obligations and duties under
If
the Asset Trust
I
the Asset Trust
Agreement.
I
Servicer
will
resigns,
the Company,
to
of
subject
the terms
I
the Asset
Trust
Agreement,
appoint
a successor
Asset Trust
Servicer.
The Asset
I
Trust
Servicer
receives
a fee for
services
servicing
as
its
Asset Trust
Servicer
under the
as
is

for
Agreement.
the principal
The
fee
calculated
a per annum
fee with respect
each
HEL based
ancillary
for
on
balance
such HEL. The servicing

I
to
is
each such
HEL
equals 0.125%
per
annum
and
paid monthly. The Asset Trust but not limited

to,
Servicer
to
entitled
retain
certain
fees and charges,
including,
any prepayment
is
fees,
insufficient
funds fees, modification fees, payoff statement

servicing
fees and late charges
to by
with respect
the
as
HELs
all
additional
compensation
with collections
and
to
is
also entitled
certain
income generated
I
permitted investments expenses

incurred
made
in
on
the HELs. The Asset Trust
Servicer
generally
pays
connection
as
its
with
(
responsibilities
Asset
Trust
Servicer
under the Asset and
Trust I

including
Agreement
to
subject

with
by it in
advances,
restoration
those incurred mortgaged

with
connection
the liquidation
of
defaulted
I
HELs, the
for
damaged
properties,
and payments
by
of
the Asset Trust
Servicer
taxes
and insurance premiums Any person

into
respect
to
mortgaged
properties).
or
Servicer
may be
merged, converted
consolidated, Trust
I
or
to
consolidation
which the Asset
Servicer
51
or
its
WMB
to of
is
on
of
Return
WMIPC_500002168.00064
CONFIDENTIAL
be
is
party will
the successor
Asset Trust
Servicer
under the Asset
Trust
Agreement.
The Asset
described
Third
Trust
Servicer
may outsource
I
third
party
vendors
some
servicing
functions, Trust
I
under
The
Asset Trust
Servicer Servicing
below.
ProceduresThe Asset
Servicers
Party
Vendors
and Service
Providers

Trust
I
Servicer Servicing Experience
Servicers
its
in
as
fixed
to
WMB,
other
including
predecessors
interest,
has been servicing
loans secured
real estate
by

rate
home
by
equity
loans serviced
WMB
of
include
closed-
end
and
adjustable
home
equity
loans and open-end acquired
home
equity lines
credit.
The HELs
in
WMBs
or
portfolio
have been originated

following table
WMB.
of
The
HELs serviced
as
of
by the Asset
Trust I
Servicer
December
31
for
each
of
the most recent four years:
Closed- end
Home
by the Asset Trust
Servicer
December 2006
(Dollars
2005
in
thousands)
31
2004
of
Number
Closed- End
Home
. .
. .
Equity Loans
. . .
.
by
Serviced Aggregate
WMB
. . . . . . .
. . . . . . . .
329,158 $20,683,549
213,872 $13,762,872
150,450
Unpaid
Principal
Balance
$ 9,851,722
Servicing
Procedures Functions.
Servicing
Trust I
The
functions
performed
by
the Asset Trust

servicing
I
Servicer
under the Asset

collection,

application,
Agreement
include,
among
other
functions,
payment
its
payment
functions
and default management. The Asset Trust
Servicer Houston,
performs
servicing
in
at
loan servicing
centers
located
Melbourne,
Florida;
Texas; San Antonio, Texas;

Park,
Stockton,
California;
Chatsworth,
California; Seattle,
Washington;
and Canyon
Washington.
I
Servicing
Servicing
Standard;
to
Pursuant
the Asset Trust
Pooling and

with
Servicer
closed-
required
service
the
HELs owned
practices
by
is
to
Asset
(
I,
Trust
consistent with
prudent
first
lien,
end home
equity
loan servicing
and
unless
in
inconsistent
skill,
those servicing
diligence with
practices)
the
same manner
efforts
in
which, and with the

similar collect
it
prudence
and
I
which,
services
and administers
HELs
for
to its
same own
be
care,
portfolio.
or
is
to
to
or
all
The Asset
payments
Trust
Servicer
required
make
reasonable
cause
by
collected
under the
HELs
to
and,

policies, follow
with
the Asset Trust
Agreement
and
applicable
insurance
such collection
procedures mortgage the Asset

I
as are followed
lenders
Trust I
with
in
respect
comparable HELs that are held
portfolios
responsible
in
to
of
the local
is
areas where each mortgaged

Servicing
property
located.
Under the terms
of
Pooling and
to
standard
applicable
the Asset Trust
Servicer
may only be
of
modified with the consent
the Company.
I
Under the terms
of
the Asset Trust
Servicer
or
or
to
of
( subject
certain
conditions)
strict
may
waive, modify
with
vary any term
any
HEL
grant
consent
to to
the the
in
or
of
postponement
applicable
compliance
any such term

its
any manner
indulgence
obligor
if it
good
in
faith
business judgment
for,
the same manner

full
it
if it
as
would
were the owner

such
of
the related HEL, that the security
and the timely and
collectability
HEL
by
of,
affected
such waiver, modification,
postponement
52
Return
WMIPC_500002168.00065
CONFIDENTIAL
or
indulgence,
and may make

with
to
certain
other
modifications
I
with
respect
the
HELs and
the related
in
property
accordance
the terms
of
the Asset Trust

its
Agreement.
Loan Servicing System.

generally servicing
In
performing
servicing
functions, Trust
the Asset Trust

I
Servicer
its
uses computerized system from

detailed current
loan servicing
(
systems. The Asset
Servicer
leases
primary
AMS- CGI known as Advanced Consumer

of
about the financial status outstanding
fees
or
Lending
System
ACLS).
ACLS
produces balance,
including
information
each HEL, including
outstanding
principal
interest rate,
and
information
about transactions
that affect
the HEL,
of
of
of
the amount and due date
each payment, the date
receipt
each payment,
and how
Collection
the payment
was
applied.
ACLS
in
works
conjunction and
with
AMS-
CGIs Computer Automated

default collection activity
to
System
CACS)
monitor payment
to
collections
provide
Servicer
information
in
regarding
delinquent
consumer
loans.
I
The Asset
Trust
began using ACLS
2003. Prior
November
2003, the Asset Trust
Servicer
serviced
I
equity
HELs
using an ALLTEL loan servicing

servicing
by in
system;
platform
November 2003,
converting
the
Asset Trust
Servicer
transferred
onto the
ACLS
servicing
loan records
from the ALLTEL loan servicing
system
ACLS.
of
Under the terms the
the Asset
Trust
Pooling
I
and
Servicing
Agreement, collections deposited

with into
with
respect
HELs
by
to
are collected
Trust
I
the Asset
Trust
Servicer
and
initially
accounts
other
controlled
by the Asset
Servicer
and may be commingled
with
funds
or
or
respect
I
HELs
is
mortgage loans serviced
owned
by
to
the Asset Trust
Servicer.
The
Servicer
into
required
deposit
collections
received with respect

I
the HELs owned
certificate
account
by
controlled
the Asset Trust
by
I
to
of
to
Agreement
I
on a monthly
basis.
The amount
to
collections
required
be
in
by
is
remitted
the Asset Trust

I
Trustee
any given monthly deposit
determined
the timing
of
to
the
of
of
Asset Trust
with
Servicers
receipt
collections
I
and the type
collections
they represent.
I
In
accordance
of
the terms
certain
the Asset Trust
Servicer
may
retain
amounts
with respect
expenses
and advances
of or
to
from collections
with
apply them towards the HELs. The
of
the costs
certain
I
costs
and permitted expenses connected
the servicing
is
to
Asset Trust
Servicer
neither
permitted nor required
make
to
servicer
advances
cover any gap
between scheduled payments
on the HELs and the

set forth
Trust
I
actual
collections
thereon
in
any given period.
Subject Agreement,
certificate
in
to
the Asset Trust

distributes
I

Certificate,
a monthly
basis
the Asset
in
on
Trustee the
collections
the
as
to
of
account expenses
the Company,
holder
Asset Trust
I
Class
A Trust
less
I
a)
to
fees,
the Asset Trust
b)
to
Delaware
Trustee and
payable
the Asset Trust

I
Servicer.
No
be
to
amounts
will
payable
from collections the Asset Trust
with respect
the Asset Trust
Class
Trust Certificate.
Under the terms
of
Pooling and Servicing investments
with
respect
in
be
to
to
the
HELs may
invested
to
certain
I
permitted
prior
their
distribution Trust I
the
as
of
Company,
holder
the Asset Trust
Class
A Trust
Certificate.
The Asset
additional
Servicer
is
entitled
by
retain
any investment
income produced
such investment
as
to
servicing
compensation.
of
Servicing
Delinquent
I
HELs; Foreclosure.
The Asset
Trust
Servicer
is
required under the

collect
to of
terms
the Asset Trust
Agreement
make reasonable
I
efforts
cause
be
collected Strategic
payments
on
the
HELs owned
early
Asset Trust
efforts
that
are 16
or
by
all
more days
delinquent. Strategic
decisions
regarding
stage collection
are guided
by
Experians
Account
Management
System, Probe
Early
stage collections, through
in
other
words, collections
delinquency, calls
of
beginning conducted
collection
on the 16th day

primarily
letters.
delinquency
and continuing
the 89th day
of
are
of
through
the use
automated
outbound
efforts
collection taking
telephone
and debt
Late stage collections,
or
collection
place from the 90th day and

risk
in
by
of
through
the 180th day
delinquency, efforts
are segregated
CACS
and a combination
accounts
of
manual
and automated
including
collection
are used.
CACS
also
segregates
delinquent
by
status,
e.
bankruptcy,
probate,
foreclosure,
real-estate- owned
g.,
and special
activities
consumer
53
or
to
to
to
to
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WMIPC_500002168.00066
CONFIDENTIAL
credit
counseling
and and
recovery). recovery.
These Such
by
collection
efforts include
are carried
out
personnel
who
specialize
in
debt collection
letter
efforts property
may
payment reminder telephone

law.
activities
to
calls
the
borrower,
campaigns,
I
by
drive-
inspections applicable
permissible
Loan Documents
and
The Asset
is
Trust
Servicer
required under the Asset Trust
Agreement
satisfactory
as
foreclose
upon the mortgaged
property related
each defaulted payments.
HEL
of
which
be
arrangements can
Servicing
made
of
for collection
I
delinquent
Under the Asset

foreclosure,
no
to
to
to
Trust I
Pooling and
in

into
Servicer
if
permitted,
lieu
prudent
do
and
less
taking
account
the desirability
principal
proceeds,
accept a payment
I
of
balance
the defaulted
HELs. The Asset
Trust toxic
Servicer
is
not
permitted
foreclose
property
if it
upon a mortgaged
is
aware
evidence
waste
or
of
of
to
other
on
it
environmental
contamination
the mortgaged
determines that
it
property and
would
be
imprudent
to
foreclose.
for
Insurance.
addition,
The Asset
I
all
Trust
Servicer
all
maintains a blanket hazard policy
HELs.
the Asset Trust coverage.
Servicer
tracks
HELs
for
compliance
I
with applicable
force
law regarding insurance
In
flood
insurance
policies.
When
necessary,
the Asset Trust
Servicer
places
flood
Servicers
Liability
The Asset
Servicer Servicer
Trust
Agreement
agent
provides that neither the Asset Trust

I
I I
or

I
officer,
employee under any
of
the Asset Trust
Servicer
( the
Asset Trust
or
is
to
Parties)
liability
Asset Trust Class
I,
the Company
the holders
of by be
I
the
Asset Trust
action
Class
A Trust
Certificate
and the Asset

Trust
I
Trust I
or
Trust Certificate
others for any pursuant however,
in
or
by
taken
not taken)
I
any Asset
Servicer
Indemnified Party
good
faith
the Asset Trust the Asset Trust
Agreement,
against
in
or
for errors
liability
judgment;
provided,
that
is
Servicer
not protected
any
that
would otherwise
be imposed
in
or
reason
willful
misfeasance,
bad
or
of
of
faith
gross negligence thereunder.

I
the performance
Trust
I
duties
by reason
of
of
reckless
disregard
further
obligations
and
duties
The Asset
is
Agreement
provides that any Asset Trust

I
Servicer
Indemnified Party
entitled
to
indemnifi-
cation
Asset
with
Trust
and
will
be
held
harmless against any loss,
liability
expense
incurred
connection
certificates
any legal action relating

(
the Asset Trust
Agreement
or in
to
or
by
the
or
issued thereunder
the
except any such loss,
liability,
expense otherwise
reimbursable
by to
pursuant
incurred
Asset Trust
Agreement) and any loss,
or
liability
expense
in
or
of
reason
willful
misfeasance, reckless
bad
faith
gross negligence
the performance
of
duties
or
by
thereunder Asset Trust
reason
disregard
obligations that
and
In
of
of
duties thereunder.
I
addition,
the
Agreement
provides
the Asset Trust
Servicer
is
not under
its
or
is
to
any obligation
responsibilities
appear
in,
prosecute
Trust
I
defend
any legal action that
not incidental
in
its
to
under the Asset

Trust
I
Agreement
and that
opinion
may
it in
in
or
involve
any expense
liability.
The Asset
Servicer
may, however,
with
to its
discretion,
it
undertake
may deem
and the
necessary
or
desirable
respect
the Asset
Trust
of
Agreement
I
rights
and
duties
the parties thereto

I
and the
interests
of
the holders
the Asset Trust
Class
A Trust
Certificate
and the Asset Trust

liability
I
Class
Trust Certificate.
will
I, of
In
such event, the legal expenses
such action and any
resulting
will
therefrom
entitled
be
of
expenses,
costs and
liabilities
and the Asset

account.
Trust
Servicer
be
reimbursed therefor and
to
Asset Trust
Servicer Termination Agreement,

after
and Replacement.
Under
the terms
of
to
of
Pooling and Servicing Servicer Servicer
the occurrence
any one
of
several typical with
to
termination events,
including
but not limited
a receivership
respect
to
the Asset Trust
of
I
I
or
to
of
subject Trust I
the expiration
typical
grace periods and materiality requirements) the failure
to
by the Asset
Servicer
to
the certificate
account,
the Company may
54
to
I
of so
of
to
to
is
Return
WMIPC_500002168.00067
CONFIDENTIAL
If
remove the Asset Company

shall
Trust
Servicer. sole
the
Asset Trust
Servicer
removed
I
by
is
the
Company, the
have the
I
power
to
appoint
a replacement
Asset Trust
Servicer.
The Asset Trust

Trust I
Servicers

I
Under
its
the Asset
Pooling and Servicing through
Servicer but
will
may
perform
servicing
or
responsibilities
agents
independent
contractors,
I
not thereby be released from any
of
of
its
responsibilities
thereunder.
The Asset may
Trust
Servicer
outsources
some
(
its
responsibilities
or
of
pursuant
these provisions,
actions,
ii)
(
that
include
the following:
iii)
of
i)
some
management
foreclosure
monitoring
( iv)
borrower bankruptcy
proceedings,
preservation
of
properties
to
of
related
delinquent
loans,
processing
primary mortgage
( vi)
insurance
v)
claims, (
maintenance, coverage
of
to
all
marketing
and
sale
real-estate-
owned
properties,
is
maintained,
(vii)
determining whether
flood tax
insurance
coverage
is
required coverage
(ix) (xi)
maintained,
( viii)
bill
procurement
depositing
and
of
tracking
delinquent into
tax payments, accounts, performing from
printing
and
mailing billing
statements,
with
x)
borrower
payments
actual
lockbox
( xii)
to
performing certain calculations tax related calculations,

I
respect
scheduled
and
collections,
certain
( xiii)
performing calculations
to
with respect
monthly distributions
Trust
I
Asset Trust
Servicing
and
( xiv)
performing reporting functions
required
I
under the Asset
Pooling
and
Agreement. From time

servicing
time,
the Asset Trust
Servicer
may
cease
outsource
one
or
of
more
the foregoing
functions
may
choose
to
outsource
additional
servicing
functions.
Some
vendors
may
and some
functions
may be
performed
by more
than one vendor.
Servicers
of
Trust
Servicer
uses a combination
management
controls
and technology
include the
controls
to
of
ensure the accuracy

levels,
and
integrity
servicing
records.
Management
controls
use
of
approval
others.
the segregation
controls
duties,
and
of
reconciliations
servicing
data and accounts,
among
ensure
to of
include
the use
ability

security
and
for
interface
controls
or
to
to
of
a
data
or
I
to
to
that only
persons have the
system data
submit data
include regional
or
receive
Specific that
profiles
each
job function
of
predetermined set
for
are appropriate
Seattle,
The
in
center
the
ACLS
Server,
which
located
Washington,
kept
in
is
is
fire
resistant
environment,
and commercial the Asset
electrical
power
backed
by
up
is
generators.
In
of
addition,
Trust
Servicer
conducts such
periodic
internal audits
critical
servicing
and
by
as
technology guarantors
functions.
External audits
entities
the
OTS
and certain
third
party
mortgage
with their
and
the
annual examination
its
subsidiaries
WMIs independent
accountants
in
by
connection
of
of
audit
WMI
and
may
provide independent
verification
the
adequacy
of
such
functions.
Trust
Servicer
continuity
in
critical
business
functions
the event
or
of
disaster
other
serious system outage,
is
to
reviewed
and updated
within
periodically.
The Asset
Trust I
Servicer
to
it
The Asset
maintains detailed
business
plans so that
can resume
which plans are

full
obligated
return
system
functionality disaster
48 hours
of
a reported system outage. The Asset
Trust I
Servicer
performs annual the designated ensure the
in
tests
it
recovery
site,
which
reroutes
data and servicing from

all
system operations
servicing locations
backup
and then processes
sample transactions
of
functionality
such backup
I
site.
to to
the Asset Trust
Servicers
policy
require
other
third
party
vendors
to
It is
its
to
to
implement
records.
to
measures
similar
those described
above
ensure the accuracy
and
integrity
of
servicing
The Asset Trust

Washington
Custodian
(
Mutual Bank acts as custodian
the
Asset
Trust I
( the
Custodian) for Asset Trust

Trust
I
as
to
of
pursuant
a Custody Agreement
I
dated
the
March
I
7,
2006
Asset
Custody Agreement),
I
among
the Asset Trust
Trustee,
Asset Trust
Servicer
and the Asset Trust
Custodian.
The
55
to
is
of
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WMIPC_500002168.00068

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CONFIDENTIAL

requirements, soliciting front

a prominent the Business

any recommendations which

the Continuing investment

a reasonable one ofthe

Stockholder only upon:

Restricted For Use in Connection with Plan Confirmation Only

which has been adopted

and any national

a simple meeting Bylaws,

entitled called Article

such action Voting

any Major shareholder

and relative rights

Restricted For Use in Connection with Plan Confirmation Only

1201 Third Avenue

and Chief Executive

Restricted For Use in Connection with Plan Confirmation Only

Restricted For Use in Connection with Plan Confirmation Only

Chapter 23B. 1 0 and Section

and existing under

does hereby submit

Preferred Stock Fixed-

the Company Rate

Section unissued designated Stock"

the Company a series

Non- cumulative The number

Preferred Stock shall

a parity with the Company's

Fixed Rate Preferred

and with each

established after the Designation

the Company the terms a parity with the Series

the Company the terms the Series

and rights Stock

the Company, including

not dividend the

" Junior Securities").

Restricted For Use in Connection with Plan Confirmation Only

terms shall have the following

not less than

such time, commencing Telerate

such L1BOR Determination

such time. Dividend

two such the such

the nearest than

the rates quoted day

leading European Dividend

Day" means any day other

has the meaning

the term remaining

means the United Sates Treasury

assets upon liquidation,

any Redemption Redemption

Date the average

the Reference the highest

and lowest Investment

Treasury Dealer Quotations,

Restricted For Use in Connection with Plan Confirmation Only

means the automatic

means the Fixed-

the 7.25% Perpetual per security,