WASHINGTON MUTUAL INC
EXHIBIT 10.9.2
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<TYPE>EX-10.9.2
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<FILENAME>v69729ex10-9_2.txt
<DESCRIPTION>EXHIBIT 10.9.2
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                                                                EXHIBIT 10.9.2


                                AMENDMENT TO THE
                             WASHINGTON MUTUAL, INC.
                     RETIREMENT SAVINGS AND INVESTMENT PLAN


        THIS AMENDMENT to the Washington Mutual, Inc. Retirement Savings and
Investment Plan (the "RSIP") is made by Washington Mutual, Inc. (the "Company")
on this __ day of __________, 2000.

        WHEREAS, the Company maintains the RSIP for the benefit of its eligible
employees;

        WHEREAS, the Company desires to amend certain provisions of the RSIP
regarding eligibility and contributions;

        WHEREAS, the Company may amend the RSIP at any time pursuant to Article
XVI thereof; and

        WHEREAS, the Directors' Compensation and Stock Option Committee of the
Board of Directors of the Company approved the amendment in its meeting on
October 17, 2000;

        NOW, THEREFORE, effective January 1, 2001, the Plan is amended as set
forth below:

        1. The second sentence of Section 3.1(a) is amended in its entirety to
read as follows:

                Each other Eligible Employee may become a Participant in the
                Plan on the beginning of the month which coincides with or
                immediately follows the date upon which he is employed by the
                Company.

        2. Section 4.1(b) is amended in its entirety to read as follows:

MATCHING CONTRIBUTIONS. For any Participant who has completed 12 months of
Service, a matching contribution by the Employer, in its sole and absolute
discretion, that is subject to the limitations of Section 4.5 and that does not
exceed 100% of the Salary Deferral Contributions elected by a Participant
pursuant to Section 5.1(a) in any Plan Year and made after the Participant has
completed 12 months of Service.

        3. The term "15%," which appears in the second sentence of Section
5.1(a)(2), is replaced by the term "19%."



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        IN WITNESS WHEREOF, the undersigned, an authorized officer of the
Company, has executed this amendment on the day and year first above written.



                                            WASHINGTON MUTUAL, INC.


                                            By:________________________________
                                            Its:_______________________________



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