1201 Third Avenue, Suite 1601

March 17, 2004

Dear Shareholder:

      You are cordially invited to attend the Annual Meeting of Washington Mutual, Inc. shareholders that will be held in the S. Mark Taper Foundation Auditorium on Tuesday, April 20, 2004, at 10:00 a.m., local time, at Benaroya Hall, 200 University Street, Seattle, Washington 98101. The meeting will be webcast on the Washington Mutual website at www.wamu.com/ir. I look forward to greeting as many of our shareholders as possible at the Annual Meeting.

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

	Ø	the election of four directors;
	Ø	the ratification of the appointment of Washington Mutual’s independent auditors for 2004; and
	Ø	one shareholder proposal that is expected to be called at the meeting.

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

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

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

	Sincerely,
	Kerry K. Killinger
	Chairman, President and
	Chief Executive Officer

WASHINGTON MUTUAL, INC.

1201 Third Avenue, Suite 1601

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held April 20, 2004

Agenda:

	1.	To elect four directors, each for a term of three years;
	2.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2004;
	3.	To consider a shareholder proposal, if it is properly presented by the shareholder proponent at the meeting; and
	4.	To transact such other business as may properly come before the meeting or any adjournments thereof.

      The Board of Directors urges shareholders to vote FOR Items 1 and 2 and AGAINST Item 3.

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

	By order of the Board of Directors,
	William L. Lynch
	Secretary

Seattle, Washington

IMPORTANT

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

Table of Contents

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WASHINGTON MUTUAL, INC.

1201 Third Avenue, Suite 1601

        The board of directors (the “Board of Directors” or the “Board”) of Washington Mutual, Inc. (“Washington Mutual” or the “Company”) is soliciting proxies to be voted at the Annual Meeting of Shareholders on April 20, 2004, at 10:00 a.m. (the “Annual Meeting”), and at any adjournments thereof, for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. The Notice, this Proxy Statement and the form of proxy enclosed are first being sent to shareholders on or about March 17, 2004.

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

Question: Why am I receiving these materials?

Answer: The Board of Directors is providing these proxy materials to you in connection with Washington Mutual’s annual meeting of shareholders, to be held on April 20, 2004. As a shareholder, you are invited to attend the Annual Meeting and are entitled to and requested to vote on the items of business described in this Proxy Statement.

Question: What information is contained in this Proxy Statement?

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

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

Answer: The Board of Directors is soliciting your vote at the 2004 Annual Meeting.

Question: Who is entitled to vote?

Answer: Only shareholders of record at the close of business on February 27, 2004 will be entitled to vote at the Annual Meeting.

Question: How many shares are eligible to be voted?

Answer: As of the record date of February 27, 2004, the Company had 868,397,759 shares of common stock (“Common Stock”) outstanding (including 6,000,000 shares of Common Stock held in escrow). Each outstanding share of Common Stock will entitle its holder to one vote on each matter to be voted on at the Annual Meeting.

Question: What am I voting on?

Answer: You are voting on the following matters:

	Ø	The election of four directors, each for a term of three years. The Company’s nominees are Anne V. Farrell, Stephen E. Frank, Margaret Osmer McQuade and William D. Schulte. All are current Company directors.
	Ø	Ratification of the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Company’s independent auditors for 2004.
	Ø	A shareholder proposal, if it is presented at the Annual Meeting.

Question: How does the Board recommend that I vote?

Answer: The Board recommends that you vote “FOR” each director nominee, “FOR” the ratification of the Audit Committee’s appointment of Deloitte & Touche as independent auditors, and “AGAINST” the shareholder proposal, if it is presented at the Annual Meeting.

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

Answer: Quorum Requirement: Washington law provides that any shareholder action at a meeting requires that a quorum exist with respect to that action. A quorum for the actions to be taken at the Annual Meeting will consist of a majority of all of the outstanding shares of Common Stock that are entitled to vote at the Annual Meeting. Therefore, at the Annual Meeting, the presence, in person or by proxy, of the holders of at least 434,198,880 shares of Common

	Required Votes: Each outstanding share of Common Stock is entitled to one vote on each proposal at the Annual Meeting.

	Ø	Election of Directors: If a there is quorum at the Annual Meeting, the four nominees who receive the greatest number of votes cast for directors will be elected. There is no cumulative voting for Company directors.
	Ø	Ratification of Independent Auditors and Shareholder Proposal: If there is a quorum, each action will be approved if the number of votes cast in favor of the proposed action exceeds the number of votes cast against it.

Abstentions and broker non-votes will have no impact on the election of directors or the approval of either of the other proposals set forth in the Notice of Annual Meeting of Shareholders.

Question: How may I cast my vote?

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

	Ø	in person at the Annual Meeting,
	Ø	via the Internet,
	Ø	by telephone, or
	Ø	by mail.

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

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

Question: How may I revoke or change my vote?

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

	Ø	submitting a new proxy card,
	Ø	delivering written notice to the Corporate Secretary of the Company prior to April 20, 2004, stating that you are revoking your proxy, or
	Ø	attending the Annual Meeting and voting your shares in person.

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

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

Answer: The Company will bear the cost of preparing, printing and mailing the materials in connection with this solicitation of proxies. In addition to mailing these materials, officers and regular employees of the Company may, without being additionally compensated, solicit proxies personally and by mail, telephone, facsimile or electronic communication. The Company will reimburse banks and brokers for their reasonable out-of-pocket expenses related to forwarding proxy materials to beneficial owners of stock or otherwise in connection with this solicitation. The Company has retained Georgeson Shareholder Communications Inc. to assist in the solicitation at a cost of approximately $10,000, plus payment of reasonable out-of-pocket expenses incurred by Georgeson.

Question: Who will count the votes?

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

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

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

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INFORMATION ABOUT THE MEETING

        The Annual Meeting will be held at 10:00 a.m. (local time) on Tuesday, April 20, 2004, at the S. Mark Taper Foundation Auditorium at Benaroya Hall, 200 University Street, Seattle, Washington 98101. Listening devices will be available at the Annual Meeting for shareholders with impaired hearing.

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

ITEM 1. ELECTION OF DIRECTORS

Board Nominees

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

Anne V. Farrell

      The Company’s Articles of Incorporation provide that the number of directors will be fixed by the Company’s Bylaws and divided into three classes. The Bylaws of the Company currently fix the size of the Board of Directors at thirteen directors. At the Annual Meeting, four nominees will be elected to serve three-year terms to expire at the 2007 Annual Meeting and until their successors are elected and qualified.

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

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS

Current Directors

       Below is information regarding each of the Company’s directors, including the four nominees, as of March 17, 2004. Except as otherwise indicated, each director has been engaged in the principal occupation described below for at least five years.

Douglas P. Beighle

      Mr. Beighle, age 71, is Chairman of the Board of Directors of Puget Energy, Inc. and its subsidiary, Puget Sound Energy, Inc., and a director of Simpson Investment Company. Mr. Beighle retired as Senior Vice President and Chief Administrative Officer of The Boeing Company in May 1997. From 1980 through 1997, he held various senior executive positions at Boeing, including Senior Vice President from 1986 through 1997. He has been a consultant to Boeing since 1997.

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Anne V. Farrell

      Mrs. Farrell, age 68, served as President and Chief Executive Officer of The Seattle Foundation, a charitable and educational corporate foundation, from 1984 until 2003, and currently serves as its President Emeritus. Mrs. Farrell also serves as a trustee of the registered investment companies that comprise the WM Group of Funds. The investment advisor to the funds is an indirect wholly owned subsidiary of Washington Mutual. She also serves as a director of Recreational Equipment, Inc. (R.E.I.).

Stephen E. Frank

      Mr. Frank, age 62, is a director of Aegis Insurance Services, Inc., LNR Property Corporation, Puget Energy, Inc. and UNOVA, Inc. On January 1, 2002, Mr. Frank retired as Chairman, President and Chief Executive Officer of Southern California Edison, the largest subsidiary of Edison International, where he had served since June 1995. From 1990 until 1995, Mr. Frank served as the President, Chief Operating Officer and a director of Florida Power & Light Company. Prior to that, he served as an Executive Vice President and Chief Financial Officer of TRW, Inc. and the Vice President, Controller and Treasurer of GTE Corporation.

Kerry K. Killinger

      Mr. Killinger, age 54, has been Chairman, President and Chief Executive Officer of Washington Mutual since 1991. Mr. Killinger became President and a director in 1988, Chief Executive Officer in 1990 and Chairman of the Board of Directors in 1991. Mr. Killinger also serves as a director of Safeco Corporation and Simpson Resource Company and as a trustee of The Seattle Foundation.

Phillip D. Matthews

      Mr. Matthews, age 65, is Chairman of the Executive Committee and Lead Director of Wolverine World Wide, Inc. and served as its Chairman from 1993 through 1996. He is also Chairman of the Board of Worldwide Restaurant Concepts, Inc. Mr. Matthews was Chairman and Chief Executive Officer of The Reliable Company from 1992 to 1997.

Michael K. Murphy

      Mr. Murphy, age 67, is Chairman of CPM Development Corporation, the parent company of Central Pre-Mix Concrete Company and Inland Asphalt Company. Mr. Murphy also serves as a trustee of the registered investment companies that comprise the WM Group of Funds. The investment advisor to the funds is an indirect wholly owned subsidiary of Washington Mutual.

Margaret Osmer McQuade

      Ms. Osmer McQuade, age 65, has been President of Qualitas International, an international consulting firm, since 1993. She also serves as a director of River Capital International LLC.

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Mary E. Pugh

      Ms. Pugh, age 44, is founder, President and Chief Executive Officer of Pugh Capital Management, Inc., a fixed income money management company. Ms. Pugh is a director of the Seattle branch of the Federal Reserve Bank of San Francisco and a director of Cascade Natural Gas Corporation. She is a member of the Washington Roundtable.

William G. Reed, Jr.

      Mr. Reed, age 65, is lead independent director of Safeco Corporation and a director of Simpson Resource Company. He was Chairman of Simpson Investment Company from 1971 to 1996. Mr. Reed also serves as a director of Microsoft Corporation, PACCAR, Inc. and The Seattle Times.

Elizabeth A. Sanders

      Ms. Sanders, age 58, is founder and Principal of The Sanders Partnership, an executive management and leadership consulting firm. Prior to 1990, she served as a Vice President and General Manager of Nordstrom, Inc. She is also a director of Denny’s Corporation (formerly Advantica Restaurant Group, Inc.), WellPoint Health Networks Inc. and Wolverine World Wide, Inc.

William D. Schulte

      Mr. Schulte, age 71, served in various positions with KPMG from 1961 until his retirement in 1990, including Managing Partner of the Los Angeles office and member of the firm’s management committee from 1979 to 1986 and Vice Chairman and member of the board of directors from 1986 until 1990. Mr. Schulte is also the Chairman and CEO of the Weingart Foundation.

James H. Stever

      Mr. Stever, age 60, retired as Executive Vice President — Public Policy of US WEST, Inc. on December 31, 1996, a position he had held since January 1996. He was Executive Vice President — Public Policy and Human Resources of US WEST, Inc. from November 1994 to January 1996, and Executive Vice President — Public Policy of US WEST, Inc. and US WEST Communications, Inc. from 1993 until 1994. He was President — Public Policy of US WEST Communications, Inc. from 1990 until 1993, and President — Business Division from 1988 until 1990.

Willis B. Wood, Jr.

      Mr. Wood, age 69, retired as Chairman, Chief Executive Officer and director of Pacific Enterprises, the holding company of Southern California Gas Company, in 1998. Mr. Wood had served in various positions, including as executive officer of Pacific Enterprises’ subsidiaries, since 1960. Mr. Wood is chairman of the American Automobile Association (AAA) and a director of the Automobile Club of Southern California.

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Corporate Governance

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

	-	to promote the effective functioning of the Board;
	-	to ensure that the Company conducts its business in accordance with the highest legal and ethical standards; and
	-	to enhance shareholder value.

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

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

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

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

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

	-	if the director is an employee or executive officer of, or a member of his or her immediate family is an employee or an executive officer of another company that makes payments to or receives payments from the Company for property or services in an amount which is less than $1 million and two percent (2%) of the annual consolidated gross revenues of the other company, determined for the most recent fiscal year;
	-	if the director is a director of another company that makes payments to or receives payments from the Company for property or services in an amount which is less than the greater of $1 million and two percent (2%) of the annual consolidated gross revenues of the other company, determined for the most recent fiscal year;
	-	if the director is an executive officer of another company which is indebted to the Company, or to which the Company is indebted, and the total amount of indebtedness either of them owes to the other is less than one percent (1%) of the total consolidated assets of the other company;

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	-	if the director serves as an officer, director or trustee of a charitable organization, and the Company’s discretionary charitable contributions to the organization are no greater than the greater of $250,000 or one percent (1%) of that organization’s total annual charitable receipts. The Company’s automatic matching of employee charitable contributions will not be included in the amount of the Company’s contributions for this purpose;
	-	if the director serves as a non-employee director of another company (and has not been determined by such other company to be non-independent), on whose board one or more other WMI directors sit as non-employee directors; or
	-	if the director maintains one or more deposit accounts with the Company, provided that there is no obligation or requirement to maintain the existence of such accounts and such accounts exist on terms and conditions that are no more favorable than those offered to the general public.

      In February 2004, the Board determined that all of its current directors are independent in accordance with the Corporate Governance Guidelines, other than Mr. Killinger, Mrs. Farrell and Ms. Pugh. Mr. Killinger, Mrs. Farrell and Ms. Pugh are not independent because of the following:

	-	Mr. Killinger is an executive officer of the Company.
	-	Mrs. Farrell was the President and Chief Executive Officer of The Seattle Foundation at a time when Mr. Killinger was a member of its executive committee, the committee that determined Mrs. Farrell’s compensation.
	-	Ms. Pugh is the founder and President of Pugh Capital Management, a company with which Washington Mutual transacted business in 2003. This relationship is more fully discussed in “Certain Relationships and Related Transactions” on page 22 of this Proxy Statement.

The Board also determined in February 2004 that all of the members of the Company’s Audit Committee are independent in accordance with the Corporate Governance Guidelines.

            Responsibilities of the Board of Directors

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

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

            Communication With Directors

       Individuals may submit communications to the Board, the Board’s executive session presiding director, or to the non-management directors as a group by sending the communications in writing to the following address: Washington Mutual, Inc., 1201 Third Avenue, WMT 1706, Seattle, Washington 98101. All correspondence should note whether it is addressed to the “Board of Directors,” the “Presiding Director,” or the “Non-Management Directors.”

            Director Education and Evaluation

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

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

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

            Director Nomination Process

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

	-	Directors should possess personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s shareholders and other constituencies.
	-	Directors should have reputations, both personal and professional, consistent with the image and reputation of Washington Mutual.
	-	Each director should have relevant experience and expertise and be able to add value and offer advice and guidance to the Chief Executive Officer based on that experience and expertise.
	-	Other important factors to be considered in seeking directors include current knowledge and contacts in the Company’s industry and other industries relevant to the Company’s business, ability to work with others as an effective group and ability to commit adequate time as a director.
	-	A substantial majority of directors on the Board should be “independent,” not only as that term may be legally defined, but also without the appearance of any conflict in serving as a director. In addition, directors should be independent of any particular constituency and be able to represent the interests of the Company’s shareholders and other constituencies.
	-	Each director should have the ability to exercise sound business judgment.
	-	Directors should be selected so that the Board of Directors is a diverse body reflecting gender, ethnic background, professional experience, current responsibilities and community involvement.

      The Chair of the Governance Committee may authorize the Chief Executive Officer or any other representative of the Board, speaking on behalf of the Board, to extend invitations to join the Board to new director candidates. The Board is responsible for making interim appointments of directors in accordance with the Company’s Bylaws.

      Company shareholders may propose nominees for Board membership for consideration by the Governance Committee by submitting the nominee’s name and qualifications to the Secretary of the Company at 1201 Third Avenue, WMT 1706, Seattle, WA 98101. Shareholders who wish to nominate candidates for election to the Board at the Annual Meeting of Shareholders must follow the procedures outlined in “Shareholder Proposals for the 2005 Annual Meeting” set forth on page 34. The Governance Committee will consider all director candidates properly submitted by Company shareholders in accordance with the Company’s Bylaws and Corporate Governance Guidelines.

            Director Rotation and Retirement

       The Board of Directors does not favor a formal rotation process or term limits for non-management directors. A director must retire at the Company’s Annual Meeting of Shareholders immediately following his or her seventy-second birthday. The vacancy created by the retirement will be filled by a majority of the remaining directors in accordance with the Company’s Bylaws. A director so appointed to fill the vacancy will stand for re-election by the Company’s shareholders at the first annual meeting of shareholders following that director’s appointment to the Board. In addition, the Company requires that directors tender their resignation when their present position or job responsibility changes

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            Board Meetings and Executive Sessions

       The Board of Directors currently plans eight full Board meetings each year. Directors are encouraged to attend each meeting in person. Management provides all directors with an agenda and appropriate written materials sufficiently in advance of the meetings to permit meaningful review. To ensure active and effective participation, directors are expected to arrive at each Board and committee meeting having reviewed and analyzed the materials for the meeting.

      All Company non-management directors generally meet in executive session at every regularly scheduled Board meeting, both with and without the Chief Executive Officer present. All directors who are determined to be independent meet in executive session once per year. The non-management directors will annually select one of their own to be the presiding director at executive sessions. In February 2004, Douglas P. Beighle was selected as the presiding director at all executive sessions.

            Director Attendance at Company Annual Meetings

       All directors are encouraged to attend every Company annual meeting of shareholders. To facilitate availability at the time of the annual meeting, the Company typically schedules Board and Board committee meetings on the day of and the day before the annual meeting. Twelve out of the thirteen Washington Mutual directors attended the annual meeting of shareholders held on April 15, 2003.

            Director Contact with Management

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

            Investment Expectations of Directors

       Directors are expected to own a meaningful number of shares of Company Common Stock, which should not be less than 1,000 shares.

            Code of Conduct and Code of Ethics for Senior Financial Officers

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

Board Meetings and Attendance

       During 2003, the Company’s Board of Directors met nine times. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of all meetings held by committees on which he or she served.

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Committees of the Board of Directors

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       The Audit Committee and the Human Resources Committee are currently composed entirely of “independent” directors, as defined by the Company’s Corporate Governance Guidelines and applicable NYSE and SEC rules and regulations. The Governance Committee will be composed entirely of independent directors as of and after the Annual Meeting. Each of the Company’s committees has a written charter, which may be obtained on Washington Mutual’s website at www.wamu.com/ir. A copy of the current Audit Committee charter is attached as Appendix A to this Proxy Statement.

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

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

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Compensation of Directors

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

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

	-	an annual cash retainer of $35,000;
	-	an annual deferred retainer of $35,000;
	-	$750 for attendance at each purely telephonic Board meeting or committee meeting;
	-	$1,500 for attendance in person or by telephone at each other Board meeting or committee meeting;
	-	an annual retainer of $5,000 to the chairperson of each of the following standing Board committees: Human Resources, Finance, Corporate Relations, and Governance; and
	-	annual retainers of $10,000 and $5,000 respectively to the chairperson and vice chairperson of the Audit Committee.
	-	The Corporate Development Committee members receive an annual cash retainer of $6,000 in lieu of any fees for committee meeting attendance.

      As of April 1, 2004, the annual cash retainers paid to the chairperson of the Audit Committee and the Human Resources Committee will increase to $15,000 and $10,000, respectively, and the annual retainer to the vice chairperson of the Audit Committee will increase to $7,500. These changes are intended to reflect the increase in the responsibilities of those committees. Also, the non-management director who is selected to be the presiding director at executive sessions of the Board will receive an annual cash retainer of $5,000. All directors are reimbursed for travel and accommodation expenses in connection with attendance at Board and committee meetings.

       Each non-employee director is eligible for an annual grant of either options to purchase Common Stock or shares of restricted stock issued from the Washington Mutual 2003 Equity Incentive Plan, as determined by the Governance Committee. The Governance Committee has determined that each non-employee director will receive an option to purchase 5,000 shares of Common Stock in December 2004. Director annual option grants generally have an exercise price equal to the fair market value of one share of Common Stock on the date of grant and vest on the first anniversary of the date of grant.

       Messrs. Frank and Wood are entitled to certain retirement benefits under an unfunded directors’ retirement plan for which Washington Mutual has assumed responsibility as successor to Great Western Financial Corporation (“GWFC”). Upon termination of service on GWFC’s board of directors, each eligible director became entitled under the plan to an annual retirement benefit equal to the sum of the annual retainer previously paid to members of the GWFC board plus twelve times the monthly meeting fee, both as in effect at the time of the director’s termination. Benefits are payable for a period equal to the number of years that the eligible director served as a GWFC director and will be provided to the surviving spouse or other designated beneficiary following an eligible director’s death. Washington Mutual has purchased company-owned cost-recovery life insurance on the lives of the participants in the plan. Pursuant to the plan, Messrs. Frank and Wood are each entitled to receive quarterly payments of $11,650. Mr. Frank is entitled to receive these payments until October 2008 and Mr. Wood’s payments end in October 2011. Accordingly, in 2003 each of these directors received payments aggregating $46,600 pursuant to the plan.

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

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

PRINCIPAL HOLDERS OF COMMON STOCK

        This table shows information regarding beneficial ownership of Common Stock by the only entity known by the Company to have owned more than 5% of the outstanding shares of Common Stock on December 31, 2003.

(1)	Based on 880,985,764 shares outstanding (including 6,000,000 shares of Common Stock held in escrow) as of December 31, 2003.
(2)	Based solely on a review of the Schedule 13G filed by Harris Associates, L.P. with the SEC on February 13, 2004. As reported in the Schedule 13G, Harris Associates, L.P. has shared voting power with respect to 48,754,766 shares (including 28,453,700 shares owned by the Harris Associates Investment Trust), sole dispositive power with respect to 20,301,066 shares, and shared dispositive power with respect to 28,453,700 shares, all of which are owned by the Harris Associates Investment Trust.

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SECURITY OWNERSHIP OF DIRECTORS

        This table and the accompanying footnotes provide a summary of the beneficial ownership of the Common Stock as of February 27, 2004, by (i) directors, (ii) the Company’s Chief Executive Officer, (iii) the other current and former executive officers named in the executive compensation table set forth herein, and (iv) all current directors and executive officers as a group. The following summary is based on information furnished by the respective directors and officers.

      Each listed person owns less than 1% of the outstanding shares and voting power of the Common Stock of the Company, except that the Company’s directors and executive officers as a group hold approximately 1.3%. In most cases, each person has sole voting and investment power with respect to the shares he or she beneficially owns. Where that is not the case, voting and investment power is specified in a footnote.

(10)	Includes 14,860 shares held directly by Mr. Longbrake’s spouse and 123,525 shares held by a family foundation of which Mr. Longbrake is a trustee.

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(11)	Includes 7,500 shares held in the Matthews’ Family Trust and 1,133 shares of restricted stock.
(12)	Includes 6,000 shares held jointly with Mr. Murphy’s spouse and 1,463 shares of restricted stock.
(13)	Includes 9,207 shares held in the WaMu Savings Plan (the “401(k) Plan”).
(14)	Includes 500 shares held jointly with Ms. Pugh’s spouse and 909 shares of restricted stock.
(15)	All shares are held jointly with Mr. Reed’s spouse; includes 1,463 shares of restricted stock.
(16)	Includes 2,520 shares held jointly with Ms. Sanders’ spouse and 1,133 shares of restricted stock.
(17)	Includes 1,133 shares of restricted stock.
(18)	Includes 1,800 shares held in the Stever Family Foundation, of which Mr. Stever is the President; 13,500 shares held jointly with Mr. Stever’s spouse; and 1,463 shares of restricted stock.
(19)	Includes 1,500 shares held directly by Mr. Tall’s spouse and 2,069 shares held in the 401(k) Plan.
(20)	Includes 1,463 shares of restricted stock.
(21)	Includes 14,679 shares held in the 401(k) Plan, 3,272 shares in personal retirement accounts and 39,973 shares of restricted stock.
(22)	Does not include shares owned or options held by Mr. Davis.

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EXECUTIVE COMPENSATION

Summary Compensation Table

       This table shows all compensation paid by the Company to its Chief Executive Officer and its four most highly paid executive officers (other than the Chief Executive Officer) for 2003, plus a former executive officer who would have been one of the four most highly paid executive officers for 2003 had he remained employed by the Company (collectively, the “Named Executive Officers”), for the three years ended December 31, 2003. Annual Compensation includes amounts deferred at the Named Executive Officer’s election.