0000950134-08-020912 Sample Contracts

Contract
Resignation, Appointment and Acceptance • November 19th, 2008 • Washington Mutual, Inc • Savings institution, federally chartered • New York

THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Instrument”), dated as of October 14, 2008 (“Effective Date”), is by and among Washington Mutual, Inc., a Washington corporation (the “Issuer”), Wells Fargo Bank N.A., a national banking association duly organized and existing under the laws of the United States of America, (the “Successor Trustee”), and The Bank of New York Mellon Trust Company, N.A., a duly organized national bank (the “Resigning Trustee”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Indenture (as defined below).

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Contract
Agreement of Resignation, Appointment and Acceptance • November 19th, 2008 • Washington Mutual, Inc • Savings institution, federally chartered • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of October 14, 2008 by and among Washington Mutual, Inc., a corporation duly organized and existing under the laws of the State of Washington and having its principal office at 1301 Second Avenue, Seattle, WA 98101 (the “Company”), The Bank of New York Mellon Trust Company, N.A., a duly organized national bank, having a principal corporate trust office at 700 South Flower Street, Los Angeles, CA 90017 (the “Resigning Trustee”) and Law Debenture Trust Company Of New York, a banking corporation duly organized and existing under the laws of New York and having its principal corporate trust office at 400 Madison Avenue, 4th Floor, New York, New York 10017 (the “Successor Trustee”).

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