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

Jun 26, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BONDERMAN DAVID (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-06-24	Series T Preferred Stock	$8.75	J	28	Acquired		Common Stock (320000)	Indirect
2008-06-24	Series T Preferred Stock	$8.75	J	19900	Acquired		Common Stock (227428571)	Indirect
2008-06-24	Warrant	$10.06	J	0	Acquired	2013-04-11	Common Stock (285714)	Indirect
2008-06-24	Warrant	$10.06	J	0	Acquired	2013-04-14	Common Stock (56857143)	Indirect

Footnotes

F1: David Bonderman (the "Reporting Person") is an officer, director and shareholder of TPG Advisors VI, Inc., which 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"). The
Reporting Person is also an officer, director and shareholder of TPG Olympic Advisors, Inc., which 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: Partners VI directly holds 28 shares of Series T Contingent Convertible Perpetual Non-Cumulative Preferred Stock ("Series T
Preferred Stock") of Washington Mutual, Inc. ("Issuer") 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 Person's relationship to Partners VI and Olympic Partners, the Reporting Person may be deemed to
beneficially own the Securities directly owned by Partners VI and Olympic Partners to the extent of the greater of his
pecuniary interest 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 Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of
any Securities in excess of such amounts.

F4: The conversion of Series T Preferred Stock into Issuer's Common Stock was subject to receipt of certain regulatory and
shareholder approvals (the "Conversion Approval Condition"). The Conversion Approval Condition was satisfied on June 24,
2008. As a result, all shares of Series T Preferred Stock reported herein will automatically convert into Issuer's Common
Stock at a 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) (the "Investment Agreement").

F5: Prior to the receipt of certain regulatory and shareholder approvals (the "Exercise Approval Condition" and, together with
the Conversion Approval Condition, the "Approval Condition"), Warrants were exchangeable into Series T Preferred Stock. The
Exercise Approval Condition was satisfied on June 24, 2008. As a result, Warrants are no longer exchangeable into shares of
Series T Preferred Stock, but have become exercisable 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: The Series T Preferred Stock and the Warrants reported herein are the same securities reported in the Reporting Person's Form
3 and Form 4, previously filed with the SEC on April 23, 2008. The Series T Preferred Stock reported herein was acquired by
Partners VI and Olympic Partners on April 11 and April 21, 2008, respectively, at a purchase price and liquidation
preference of $100,000 per share, pursuant to the Investment Agreement. In connection with such purchase, Partners VI and
Olympic Partners were each issued a Warrant with issuance dates of April 11, 2008 and April 14, 2008, respectively. The
matters reported herein relate only to the satisfaction of the Approval Condition on June 24, 2008. Other than the purchase
price paid under the Investment Agreement on April 11 and April 21, 2008, no value was given or received in connection with
the satisfaction of the Approval Condition.

F7: In the Reporting Person's Form 3 and Form 4 filed previously with the SEC on April 23, 2008, Series T Preferred Stock was
reported in Table I because, as explained in Explanation of Responses (4), (5) and (6) above, its conversion feature was
subject to a material contingency prior to June 24, 2008.