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EXHIBIT 10.8.5
SECOND AMENDMENT TO THE
WASHINGTON MUTUAL SAVINGS BANK
EMPLOYEES' STOCK PURCHASE PROGRAM
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THIS AMENDMENT, hereby made by Washington Mutual Savings Bank (the "Bank"),
WITNESSETH:
WHEREAS, the Bank previously established an Employees' Stock Purchase Program
(the "Plan") effective April 1, 1990, and subsequently amended the Plan
effective June 30, 1991; and
WHEREAS, the Bank desires to provide for compliance with the amendment to
Securities Exchange Commission Rule 16b-3 effective May 1, 1991;
NOW, THEREFORE, effective June 30, 1992, a new Section 5.7 shall be added to
read in its entirety as follows:
5.7 PARTICIPATION BY EXECUTIVE OFFICERS.
(a) DEFINITIONS. As used herein, the term "Executive Officers"
shall refer to persons subject to Section 16 of the
Securities Exchange Act of 1934 (the "1934 Act").
(b) SECTION 16 COMPLIANCE. With respect to Executive Officers,
transactions under this plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors
under the 1934 Act. To the extent any provision of the
Plan or action by the Committee fails to so comply, it
shall be determined null and void, to the extent permitted
by law and deemed advisable by the Committee.
(c) TRANSACTION RESTRICTIONS.
(i) An Executive Officer making a withdrawal from the
Plan must either cease further purchases in the
Plan for six months from the date of such
withdrawal or must hold such withdrawn stock for at
least six months before selling it.
(ii) Any Executive Officer who ceases participation in
the Plan may not resume participation for at least
six months. Any election by an Executive Officer to
decrease his/her level of participation in the Plan
to a nominal amount constitutes a cessation of
participation in the Plan and such Executive
Officer may NOT
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thereafter participate, at any level, in the Plan
for at least six months from the date such person
decreased his/her level of participation to a
nominal amount.
IN WITNESS WHEREOF, this amendment has been executed this ____ day of
____________, 19___.
WASHINGTON MUTUAL SAVINGS BANK
By:
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Title:
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