WASHINGTON MUTUAL, INC. STOCK OPTION AGREEMENT

Exhibit 10.2(a)

WASHINGTON MUTUAL, INC.  STOCK OPTION AGREEMENT

(3-Year Cliff Vesting with Stock Price Performance Criteria)

Washington Mutual, Inc. (the “ Company ”), by action of the Board and approval of its shareholders, established the Washington Mutual, Inc. Amended and Restated 2003 Equity Incentive Plan (the “ Plan ”).  The Participant is employed by the Company or a Related Company (or in the case of a Nonqualified Stock Option, the Participant is an employee, director, consultant, agent, advisor or independent contractor of the Company or a Related Company) and the Company desires to encourage the Participant to own Common Stock for the purposes stated in Section 1 of the Plan.  In consideration of the foregoing, the parties have entered into this Stock Option Agreement (this “ Agreement ”) to govern the terms of the Option (as defined below) granted by the Company.  Defined terms in the Plan shall have the same meaning in this Agreement, except where the context otherwise requires.

1.                                       Grant of Option

1.1 Grant of Stock Options

On the grant date (the “ Grant Date ”) set forth in the paper or electronic Notice of Grant (“ Notice of Grant ”) provided to the Participant named therein, the Company has granted to the Participant a right to purchase up to the number of shares of the Company’s Common Stock at the purchase price per share (the “ Exercise Price ”), each as adjusted from time to time pursuant to Section 15 of the Plan, set forth in the Notice of Grant, which right shall be subject to the terms and conditions set forth in the Notice of Grant, this Agreement, and the Plan (as amended from time to time) (the “ Option ”).

1.2 Acceptance of Stock Options

The Participant shall not be entitled to any of the benefits under this Option unless and until the Participant accepts the Option grant through the electronic grant notification system maintained by or on behalf of the Company or by signing and returning to the Company (at the address set forth in Paragraph 14.1) the paper Notice of Grant, in each case, no later than the 90th day following the Grant Date.   If the Participant fails to accept the Award as specified in this Paragraph 1.2 within the 90-day period immediately following the Grant Date, the Award shall terminate without consideration and be deemed cancelled upon the expiration of such 90-day period, unless the Committee determines, in its sole discretion, that any delay was for good cause (including the death, disability or other incapacitation of the Participant).  By accepting the Option grant, the Participant irrevocably agrees on behalf of the Participant and the Participant’s successors and permitted assigns to all of the terms and conditions of the Option as set forth in or pursuant to the Notice of Grant, this Agreement, and the Plan (as such may be amended from time to time).

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2.                                       Exercisability; Notice of Exercise

(a)           The Option shall not be exercisable as of the Grant Date.  After the Grant Date, to the extent not previously exercised and provided that the Participant has not experienced a Termination of Service, and has timely accepted the Grant pursuant to Paragraph 1.2, the Option shall become vested and exercisable on the Vesting Date specified below with respect to a number of shares of Common Stock (rounded to the nearest whole share) equal to the percentage of the total number of shares subject to the Option in accordance with the following schedule:

(b)           The vesting period and/or exercisability of the Option set forth in Paragraph 2(a) may be adjusted by the Committee to reflect the decreased level of employment during any period in which the Participant is on an approved leave of absence or is employed on a less than full time basis.  Notwithstanding anything to the contrary in this Paragraph 2, the Option shall be subject to earlier acceleration of exercisability and/or expiration of the Option as otherwise provided in any other written agreement between the Participant and the Company or a Related Company and, to the extent not inconsistent with any such written agreement, as expressly provided elsewhere in this Agreement and under the Plan (for example, in connection with a Company Transaction under Section 15.3 of the Plan).

(c)           To the extent then exercisable, the Option may be exercised, from time to time prior to its expiration, in whole or in part by notifying the Company or its designee of such exercise in such manner as the Company may from time to time require, which notice shall specify the number of shares of Common Stock for which the Option is to be exercised and be accompanied by evidence satisfactory to the Committee of such person’s right to exercise the Option if the person exercising the Option is not the Participant, and which notice shall provide for payment of the Option Exercise Price in accordance with Section 7.5 of the Plan.

(d)           In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities exchanged therefore or received in their place, being exchanged for a different number or kind of securities of the Company or any other company or (b) new, different or additional securities of the Company or any other company being received by

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the holders of shares of Common Stock, then the Committee shall make proportional adjustments in the Stock Price Performance Criteria set forth in Paragraph 2(a).

3.                                       Non-Transferability of Option

Except as provided in Section 14 of the Plan, the Option is not transferable and the Participant may not make any disposition of the Option or any interest therein.  (Section 14 of the Plan permits transfers by will and by the laws of descent and distribution and permits the Participant to designate one or more beneficiaries on a Company-approved form who can exercise an Option following the Participant’s death.  The Committee, in its sole discretion, may also permit the Participant to assign or transfer an Option, to the extent permitted under the Plan.)  As used herein, “disposition” means any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and whether during the Participant’s lifetime or upon or after the Participant’s death, including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy, or attachment.  Any attempted disposition in violation of this Paragraph 3 and Section 14 of the Plan shall be void.

4.                                       Status of Participant

The Participant shall not be deemed a shareholder of the Company with respect to any of the shares of Common Stock subject to the Option, except to the extent that such shares shall have been purchased and transferred to him or her.  The Company shall not be required to issue or transfer any certificates for shares of Common Stock purchased upon exercise of the Option until all applicable requirements of law have been complied with and such shares shall have been duly listed on any securities exchange on which the Common Stock may then be listed.

5.                                       No Effect on Capital Structure

The Option shall not affect the right of the Company or any Related Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.

6.                                       Exercisability and Expiration of Option

The right to purchase Common Stock under the Option shall expire on the date specified in the Notice of Grant, which is seven years from the Grant Date, provided however, that upon a Termination of Service the Option shall expire on the earlier of such date and (unless a later date is otherwise expressly provided in any other written agreement between the Participant and the Company or a Related Company) the date described below in this Paragraph 6 and as otherwise provided under the Plan (for example, in connection with a Company Transaction under Section 15.3 of the Plan).

(a)           Termination of Service without Cause.   Upon a Termination of Service without Cause, (i)  any part of the Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date, and (ii) the Participant

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shall have the right for 12 months after the date of such Termination of Service to exercise only that portion of the Option that has become exercisable as of the date of such Termination of Service, and thereafter the Option shall terminate and cease to be exercisable.

(b)            Termination of Service for Cause.  Upon a Termination of Service for Cause, the portion, if any, of the Option that remains unexercised at the time the Participant is notified of such Termination of Service shall terminate and cease to be exercisable as of such time.

(c)           Retirement as Employee or Director.  Upon a Termination of Service for any reason other than for Cause, at or after age 55 with ten years of service as an employee or with five years of service as a member of the Board of Directors, the Participant shall have the right, until the fifth anniversary of the date of such Termination of Service, to exercise only the portion of the Participant’s Option that has become exercisable as of the date of such Termination of Service, and thereafter the Option shall terminate and cease to be exercisable.  Notwithstanding the foregoing, upon a Termination of Service for any reason other than for Cause, at or after age 65 (age 72 for Board directors), the Option shall become exercisable in full as of the date of such Termination of Service and the Participant shall have the right for 12 months after the date of such Termination of Service (or until the fifth anniversary of the date of such Termination of Service, in the case of a Participant with ten years of service as an employee or with five years of service as a member of the Board of Directors) to exercise the Option.  Thereafter, the Option shall terminate and cease to be exercisable.

(d)            Disability.  Upon a Termination of Service by reason of Disability, (i) the Option shall become exercisable in full as of the date of such Termination of Service and (ii) the Participant shall have the right for 12 months after the date of such Termination of Service to exercise the Option.  Thereafter, the Option shall terminate and cease to be exercisable.

(e)           Death.  Upon a Termination of Service by reason of death, (i) the Option shall become exercisable in full as of the date of such Termination of Service and (ii) the Option shall be exercisable by the Participant’s legal representatives, heirs, legatees, or distributees for 12 months after the date of such Termination of Service.  Thereafter, the Option shall terminate and cease to be exercisable.  Notwithstanding the foregoing, if a Participant dies after a Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is exercisable as of the date of such Termination of Service shall expire 12 months after the date of death, unless the Committee determines otherwise.

The Participant’s attention is directed to the discussion in Paragraph 8 below of the potential loss of incentive stock option tax treatment if an Incentive Stock Option is exercised more than three (3) months after the Participant ceases to be employed by the Company or a Related Company.

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It is the Participant’s responsibility to be aware of the date the Option terminates.

7 .                                       Committee Authority

Any question concerning the interpretation of this Agreement or the Plan, any adjustments required to be made under the Plan, and any controversy that may arise under the Plan or this Agreement shall be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion.  Such decision by the Committee shall be final and binding.

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