THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Washington Mutual, Inc. (WM)

3/17/2006 Proxy Information

In 2005, the Company paid $208,561 to Pugh Capital Management, Inc. for investment advisory services. Mary E. Pugh, a director of the Company, is the founder and President of Pugh Capital Management, Inc., a Seattle-based fixed income money management company. The Human Resources Committee, on behalf of the Board, reviews the performance of her firm, with respect to the provided services. The Company expects to continue this relationship on substantially similar terms in 2006.

Indebtedness of Management

No Company executive officer or director was indebted to the Company or its subsidiaries in an amount greater than $60,000 at any time since the beginning of 2005, except as set forth below. In each exception below, Washington Mutual or one of its subsidiaries is the lender for a residential loan secured by a deed of trust or mortgage on the respective residence of the executive officer (or immediate relative) or director. (See page 32 of proxy for table).

(1) Mr. Wood satisfied this loan in full in August 2005. Interest on the loan was payable at monthly adjustable rates equal to Washington Mutual Bank’s (“WMB”) cost of funds plus 0.25%. The rate was approximately 1.065% below similar loans to the public during 2005. The loan was made by Great Western Financial Corporation (“GWFC”) under a GWFC home loan program (the “GW Program”), to Mr. Wood, who was a director of GWFC. Under the GW Home Loan Program, employees, officers and directors of GWFC and its affiliates were able to obtain loans in amounts up to 90% of the appraised value of their primary and secondary residences. Washington Mutual had no control over GWFC when the loan was made prior to the merger of GWFC into a subsidiary of the Company on July 1, 1997 (the “GW Merger”). Executive officers and directors who had loans outstanding under the GW Program at the time of the GW Merger were entitled to continue their participation because all participants were protected against adverse amendments to the terms of existing loans or suspensions of the GW Program following a change in control. Washington Mutual has not made any loans under the GW Program since the GW Merger. Washington Mutual currently does not make any loans to directors, except for credit cards which are available on the same terms as are generally available to the public. Fay L. Chapman and Benson Porter, executive officers of the Company, also had Washington Mutual home loans outstanding in 2005. In addition, a member of Mr. Porter’s immediate family and several members of the immediate family of John Woods, the Company’s Controller, had Washington Mutual home loans outstanding in 2005. Each of these loans (i) were made in the ordinary course of business, (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Washington Mutual customers, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features. Ms. Chapman and Mr. Porter obtained their loans prior to becoming executive officers of the Company.

Legal Proceedings Involving Directors and Executive Officers

On November 29, 2005, a derivative shareholder lawsuit was filed in Washington State Superior Court purportedly asserting claims for the benefit of the Company. The case was removed to federal court, where it is now pending. Lee Family Investments, by and through its Trustee W.B. Lee, Derivatively and on behalf of Nominal Defendant Washington Mutual, Inc. v. Killinger et al., No. CV05-2121C (W.D. Wa., Filed Nov. 29, 2005) (the “Derivative Action”). The defendants in the Derivative Action include Messrs. Killinger and Casey, and Messrs. Frank, Matthews, Murphy, Reed, Stever and Wood, and Mss. Farrell, Pugh and Osmer McQuade, those of the Company’s current directors who were directors at any time from April 15, 2003, through June 2004. The allegations in the Derivative Action mirror those in the case currently pending against the Company and a number of its officers in the U.S. District Court for the Western Division of Washington. South Ferry L.P. #2 v. Killinger et al., No. CV04-1599C (W.D. Wa., Filed Jul. 19, 2004) (the “Securities Action”). The Securities Action alleges violations of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), Rule 10b-5 thereunder and Section 20(a) of the Exchange Act by the defendants in various public statements in which the defendants purportedly made misrepresentations and failed to disclose material facts concerning, among other things, alleged internal systems problems and hedging issues. The Derivative Action further seeks relief based on claims that the independent director defendants failed to respond to and failed to respond in light of the misrepresentations alleged in the Securities Action and that the filing of that action has caused the Company to expend sums to defend itself and the individual defendants and to conduct internal investigations related to the underlying claims. By stipulation of the parties, the court has ordered the Derivative Action stayed pending the outcome of the Securities Action. Any party may lift the stay on 30 days’ notice to the others, and the court could choose to do so at any time as well. Pursuant to and as required by the provisions of the Company’s current Articles of Incorporation and Bylaws, the Company has indemnified and is providing a defense for the defendants in the Derivative Action.

3/23/2005 Proxy Information

In 2004, the Company paid $202,275 to Pugh Capital Management, Inc. for investment management services. Mary E. Pugh, a director of the Company, is the founder and President of Pugh Capital Management, Inc., a Seattle-based fixed income money management company. The Human Resources Committee, on behalf of the Board, reviews the performance of her firm with respect to the provided services. The Company expects to continue this relationship on substantially similar terms in 2005.

The Company and Columbia Hospitality, Inc. (“CHI”), a property management company, are parties to a management agreement whereby CHI provides property management services to Washington Mutual. The Company has been advised that John Oppenheimer is the owner of CHI. Mr. Oppenheimer is the husband of Deanna W. Oppenheimer, who was an executive officer of the Company until March 1, 2005. CHI serves as the sole and exclusive manager of Cedarbrook, the Company’s Leadership Center. Washington Mutual has agreed to pay CHI a monthly management fee of $21,000 until expiration of the agreement in December 2007. The Company also pays CHI an Incentive Satisfaction Fee once every six months commencing January 2003 up to a maximum of $20,000 semi-annually and an Outside Revenue Fee equal to 5% of gross revenues attributable to renting the facility to outside groups. Washington Mutual also reimburses CHI for all facility operating expenses directly paid by CHI. During 2004, the total amount paid by Washington Mutual to CHI as payment for services rendered by CHI pursuant to this arrangement was approximately $313,758. During 2004, CHI also performed several phases of consulting work for Washington Mutual related to the Company’s existing headquarters and its office tower under construction in Seattle. For these services, the Company paid CHI $29,350 plus reimbursement of expenses.

In 2004, the Company paid approximately $759,539 to Columbia Resource Group, LLC, an event management and planning group (“CRG”), for services rendered in coordinating Company conferences plus reimbursement of related expenses. The Company has been advised that John Oppenheimer holds a minority ownership interest in CRG. Mr. Oppenheimer is the husband of Deanna W. Oppenheimer, who was an executive officer of the Company until March 1, 2005. During 2004, Washington Mutual entered into a Master Event Agreement with CRG to establish certain general terms applicable to future event planning services that may be provided to the Company by CRG.

On July 30, 2004, the Company executed an Option Agreement (the “Option Agreement”) with Seattle Hotel Group, LLC (“SHG”), pursuant to which the Company granted SHG an exclusive option to purchase a parcel of real estate in downtown Seattle, Washington. John Oppenheimer, the husband of Deanna Oppenheimer, who at the time was an executive officer of the Company, owns a limited liability company interest in SHG. Ms. Oppenheimer did not participate in the transaction in any manner. Pursuant to the Option Agreement, SHG may purchase the property from the Company for $9,700,000. In addition, SHG will pay the Company up to $440,000 in option payments, plus an additional $270,000 in option extension payments (depending upon whether the option term is extended). Fifty percent of the total option payments paid to the Company will be credited against the purchase price if the option is exercised. The Company purchased the property in January 2004 for $9,700,000 as part of the package to build the new Washington Mutual Center, which will be the Company’s new corporate headquarters, with the intent of reselling the parcel and controlling its future development and use. Pursuant to the Option Agreement, SHG agreed to certain development and use restrictions that will apply if SHG exercises the option and purchases the property. The Company has been advised by representatives of Mr. Oppenheimer that his ownership interest in SHG is a minority interest that has declined over time as a result of third parties investing in SHG, and currently is less than 3%. The terms of the Option Agreement, including the purchase price and the option payments, were established through arms’ length negotiations between the Company and SHG. In considering the terms of the Option Agreement, the Company consulted with several real estate brokers.

No Company executive officer, director, immediate family member of a Company executive officer or director, corporation or organization of which a Company executive officer or director is an executive officer or partner, or beneficially holds 10% or more of the equity securities, or trust or other estate in which a Company executive officer or director has a substantial beneficial interest was indebted to the Company or its subsidiaries in an amount greater than $60,000 at any time since the beginning of 2004, except as set forth below. In each exception below, Washington Mutual or one of its subsidiaries is the lender for a residential loan secured by a deed of trust or mortgage on the respective residence of the executive officer (or immediate relative) or director. (table on page 28 of proxy)

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

3/17/2004 Proxy Information

Mary E. Pugh served in a number of positions at Washington Mutual, Inc. including Senior Vice President of the Portfolio Management Division.

In 2003, the Company paid $229,632.42 to Pugh Capital Management, Inc. for investment advisory services. Mary E. Pugh, a director of the Company, is the founder and President of Pugh Capital Management, Inc., a Seattle-based fixed income money management company. The Human Resources Committee, on behalf of the Board, reviews the performance of her firm, with respect to the provided services.

- The Company and Columbia Hospitality, Inc. (“CHI”), a property management company, are parties to a management agreement whereby CHI provides property management services to Washington Mutual. John Oppenheimer, the husband of Deanna W. Oppenheimer, President, Consumer Group, is the owner of CHI. During 2003, Washington Mutual paid CHI $49,264 for project management services that were completed in 2002 related to the development of Cedarbrook, the Washington Mutual Leadership Center (“Cedarbrook”). In addition, CHI serves as the sole and exclusive manager of Cedarbrook. Washington Mutual has agreed to pay CHI a monthly management fee of $20,000 until expiration of the agreement in December 2007. The Company also pays CHI an Incentive Satisfaction Fee once every six months commencing January 2003 up to a maximum of $20,000 semi-annually and an Outside Revenue Fee equal to 5% of gross revenues attributable to renting the facility to outside groups. Washington Mutual also reimburses CHI for all facility operating expenses directly paid by CHI. During 2003, the total amount paid by Washington Mutual to CHI as payment for services rendered by CHI pursuant to this arrangement was approximately $276,671.

- During 2003, Washington Mutual and CHI amended the management agreement to provide that CHI would perform a feasibility study related to a proposed Company office tower. For the study, the Company agreed to pay CHI a fee not to exceed $40,000 plus reimbursement of expenses.

- In 2003, the Company paid approximately $474,518 to Columbia Resource Group, LLC, an event management and planning group (“CRG”), for services rendered in coordinating Company conferences plus reimbursement of related expenses. Mr. Oppenheimer holds a minority ownership interest in CRG. Washington Mutual is currently negotiating the terms of a Master Event Agreement with CRG to establish certain general terms applicable to future event planning services that may be provided to the Company by CRG.

No Company executive officer or director was indebted to the Company or its subsidiaries in an amount greater than $60,000 at any time since the beginning of 2003, except as set forth below. In each exception below, Washington Mutual or one of its subsidiaries is the lender for a residential loan secured by a deed of trust or mortgage on the respective residence of the executive officer or director.

Largest Amount of Indebtedness Current Indebtedness Nature of Outstanding at Interest Name and Position During 2003 Indebtedness February 28, 2004 Rate (%) Stephen E. Frank $ 892,341.96 Residential (1 ) $0 N/A Director Willis B. Wood, Jr. 598,084.81 Residential (1 ) 569,087.04 2.0549 % Director

(1) Interest on the loans is payable at monthly adjustable rates equal to WMBFA’s cost of funds plus 0.25%. The rates were approximately 2.398% below similar loans to the public during 2003. The loans were made by GWFC under a GWFC home loan program (the “GW Program”), to Messrs. Frank and Wood, who were directors of GWFC. Under the GW Home Loan Program, employees, officers and directors of GWFC and its affiliates were able to obtain loans in amounts up to 90% of the appraised value of their primary and secondary residences. Washington Mutual had no control over GWFC when the loans were made prior to the merger of GWFC into a subsidiary of the Company on July 1, 1997 (the “GW Merger”). Executive officers and directors that had loans outstanding under the GW Program at the time of the GW Merger were entitled to continue their participation because all participants were protected against adverse amendments to the terms of existing loans or suspensions of the GW Program following a change in control. Washington Mutual has not made any loans under the GW Program since the GW Merger, and currently does not make any loans to directors.

Each of Fay L. Chapman and Robert H. Miles, executive officers of the Company, also had Washington Mutual home loans outstanding in 2003. Each of these loans (i) were made in the ordinary course of business, (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other Washington Mutual customers, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features. Ms. Chapman and Mr. Miles obtained their loans prior to becoming executive officers of the Company. Mr. Miles paid the remaining outstanding balance of his loan in full during 2003.

3/19/2003 Proxy Information

In 2002, the Company paid $200,677 to Pugh Capital Management, Inc. for investment advisory services. Mary E. Pugh, a director of the Company, is the President of Pugh Capital.

In December 2000, the Company entered into a professional services agreement with Columbia Hospitality, Inc. (“CHI”), a property management company, for it to provide project management services for the development of Cedarbrook, the Washington Mutual Leadership Center. John Oppenheimer, the husband of Deanna W. Oppenheimer, President, Banking and Financial Services Group, is the owner of CHI. The contract expired in December 2002. The Company paid CHI a fee of $18,000 per month during the term of the contract. In addition, CHI received an administrative fee of 5% of the costs of any subcontractors retained by CHI. In 2002, the administrative fee totaled $190,516.

In February 2002, the Company entered into a management agreement with CHI for it to serve as the sole and exclusive manager of Cedarbrook. The contract expires in December 2007. The Company will pay CHI a fee of approximately $21,000 per month during the term of the contract. In addition, the Company will pay CHI an Incentive Satisfaction Fee once every six months commencing January 2003 up to a maximum of $20,000 semi-annually and an Outside Revenue Fee equal to 5% of gross revenues attributable to renting the facility to outside groups.

In 2002, the Company paid $406,048 to Columbia Resource Group, LLC, an event management and planning group, for coordinating Company conferences. Mr. Oppenheimer is an owner of Columbia Resource Group.