THE TRUST
The Trust is a statutory business trust formed under the Trust Act pursuant to (i) a declaration of trust, dated as of April 23, 2001 executed by Washington Mutual, as sponsor, and Diane L. Kelleher, Craig S. Davis, and William A. Longbrake, as Trustees and (ii) a certificate of trust, dated as of April 23, 2001, filed with the Secretary of State of the State of Delaware. The Trust's business and affairs are conducted by the Trustees: The Bank of New York, as Property Trustee and The Bank of New York (Delaware) as Delaware Trustee, and three individual Administrative Trustees who are employees or officers of or affiliated with Washington Mutual. The Trust exists for the exclusive purpose of (i) issuing and selling the preferred securities and common securities of the Trust (collectively, the "Trust Securities"), (ii) investing the gross proceeds from such sales in the debentures and (iii) engaging in only those other activities necessary or incidental thereto. Accordingly, the debentures are the sole assets of the Trust, and payments under the debentures will be the sole revenue of the Trust. All of the common securities are owned by Washington Mutual. The common securities rank on a par, and payments will be made thereon pro rata, with the preferred securities, except that upon the occurrence and continuance of an event of default under the declaration of Trust resulting from an event of default under the indenture (an "Indenture Event of Default"), the rights of Washington Mutual as holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise are subordinated to the rights of the holders of the preferred securities. Washington Mutual acquired common securities in an aggregate liquidation amount equal to 3% of the total capital of the Trust.