Maverick Merger Sub 2, LLC — Director's Dealing 2008

Jul 2, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: WASHINGTON MUTUAL, INC (WM)
CIK: 0000933136
Period of Report: 2008-06-24

Reporting Person: TPG Advisors VI, Inc. (10% Owner)
Reporting Person: TPG Olympic Advisors, Inc. (10% Owner)
Reporting Person: COULTER JAMES G (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, no par value	822857	Indirect
Common Stock, no par value	47458	Indirect
Common Stock, no par value	328768	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series T Preferred Stock	$8.75		Common Stock (320000)		Indirect
Series T Preferred Stock	$8.75		Common Stock (227428571)		Indirect
Warrant	$10.06	2013-04-11	Common Stock (285714)		Indirect
Warrant	$10.06	2013-04-14	Common Stock (56857143)		Indirect

Footnotes

F1: James G. Coulter is an officer, director and shareholder of each of TPG Advisors VI, Inc. ("Advisors VI") and TPG Olympic
Advisors, Inc. ("Olympic Advisors" and, together with Mr. Coulter and Advisors VI, the "Reporting Persons"). Advisors VI is
the general partner of TPG GenPar VI, L.P., which in turn is the general partner of TPG Partners VI, L.P. ("Partners VI").
Olympic Advisors is the general partner of TPG Olympic GenPar, L.P., which in turn is the general partner of Olympic
Investment Partners, L.P. ("Olympic Partners").

F2: Each of Partners VI and Mr. Coulter directly holds 822,857 and 328,768, respectively, of the shares of Common Stock of
Washington Mutual, Inc. ("Issuer") reported herein. Partners VI directly holds 28 shares of Issuer's Series T Contingent
Convertible Perpetual Non-Cumulative Preferred Stock ("Series T Preferred Stock") convertible into 320,000 shares of
Issuer's Common Stock and a warrant certificate of the Issuer ("Warrant" and, together with Series T Preferred Stock and
Issuer's Common Stock, the "Securities") exercisable to acquire 285,714 shares of Issuer's Common Stock, each reported
herein. Olympic Partners directly holds 19,900 shares of Series T Preferred Stock convertible into 227,428,571 shares of
Issuer's Common Stock and a Warrant exercisable to acquire 56,857,143 shares of Issuer's Common Stock, each reported herein.

F3: Because of the Reporting Persons' respective relationship to each of Partners VI and Olympic Partners, Mr. Coulter may be
deemed to beneficially own the Securities directly held by Partners VI and Olympic Partners; Advisors VI may be deemed to
beneficially own the Securities directly held by Partners VI; and Olympic Advisors may be deemed to beneficially own the
Securities directly held by Olympic Partners, in each case to the extent of the greater of their respective pecuniary
interests in the profits or capital accounts of each of Partners VI and Olympic Partners. Pursuant to Rule 16a-1(a)(4)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission
that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any
Securities in excess of such amounts, respectively.

F4: Series T Preferred Stock will automatically convert into Issuer's Common Stock at an initial conversion price of $8.75 per
share on June 30, 2008. The conversion price is subject to certain full-ratchet anti-dilution provisions and other
customary anti-dilution provisions, as specified in the relevant Articles of Amendment to Issuer's Amended and Restated
Articles of Incorporation and the investment agreement, dated April 7, 2008, previously filed with the Securities and
Exchange Commission (the "SEC") (File No. 001-14667).

F5: In connection with the purchase of Series T Preferred Stock, Partners VI and Olympic Partners were each issued a Warrant with
issuance dates of April 11, 2008 and April 14, 2008, respectively. The Warrants can be exercised at any time, in whole or
in part, until the fifth anniversary of their issuance, to purchase Issuer's Common Stock at a price per share equal to
$10.06. The exercise price is subject to certain full-ratchet anti-dilution provisions and other customary anti-dilution
provisions, as specified in the relevant Certificate of Warrant.

F6: Mr. Coulter is a limited partner of Keystone Holdings Partners, L.P. ("KH Partners"). Mr. Coulter has been granted voting
rights over 47,458 shares of Issuer's Common Stock held in escrow for the benefit of KH Partners. Because of his
relationship to KH Partners, Mr. Coulter may be deemed to beneficially own such shares of Common Stock held in escrow for
the benefit of KH Partners, over which voting rights have been distributed to Mr. Coulter, to the extent of the greater of
his pecuniary interest in the profits or capital accounts of KH Partners. Pursuant to Rule 16a-1(a)(4) under the Exchange
Act, this filing shall not be deemed an admission that Mr. Coulter is, for purposes of Section 16 of the Exchange Act or
otherwise, the beneficial owner of any Common Stock in excess of such amounts.