Underwriting Agreement dated September 11, 2006, among the Company, UBS Securities LLC and the other Managing Underwriters listed therein

EX-4.2 4 v23706exv4w2.txt EXHIBIT 4.2 EXHIBIT 4.2 See Legends On Reverse Side NUMBER SHARES -XX- -XX- Series K Perpetual Non-Cumulative Floating Rate Preferred Stock INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON WASHINGTON MUTUAL, INC. THIS CERTIFIES THAT * * * * * * * * SPECIMEN * * * * * * * * is the owner of * * * * * * * * * * * *, fully paid and non-assessable shares of Series K Perpetual Non-Cumulative Floating Rate Preferred Stock, no par value, of Washington Mutual, Inc. transferable only on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: ____________________________ Countersigned and Registered Secretary Mellon Investor Services LLC Transfer Agent and Registrar ____________________________ Chief Executive Officer By: ____________________________ Authorized Signature UPON WRITTEN REQUEST TO THE SECRETARY, THE COMPANY WILL FURNISH THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS OR SERIES OF AUTHORIZED STOCK AND THE VARIATIONS IN RIGHTS, PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS, TERMS, AND CONDITIONS OF A DEPOSIT AGREEMENT AMONG WASHINGTON MUTUAL, INC., MELLON INVESTOR SERVICES LLC, AS DEPOSITARY, MELLON INVESTOR SERVICES LLC, AS REGISTRAR, AND HOLDERS FROM TIME TO TIME OF THE RECEIPTS EVIDENCING THE DEPOSITARY SHARES DESCRIBED THEREIN, DATED AS OF SEPTEMBER___, 2006. A COPY OF SUCH DEPOSIT AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. REQUESTS TO THE SECRETARY SHOULD BE ADDRESSED TO THE FOLLOWING ADDRESS: PRIOR TO OCTOBER 6, 2006, TO: CORPORATE SECRETARY WASHINGTON MUTUAL, INC. 1201 THIRD AVE. WMT 1706 SEATTLE, WA 98101 ON OR AFTER OCTOBER 6, 2006, TO: CORPORATE SECRETARY WASHINGTON MUTUAL, INC. 1301 SECOND AVE. WMC 3601 SEATTLE, WA 98101 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. Additional abbreviations may also be used though not in the list. TEN COM - as tenants UNIF GIFT MIN ACT -_______________________ in common TEN ENT - as tenants by the entireties Custodian________________________________ JT TEN - as joint tenants with right of (Minor) under Uniform Gifts to Minors Act survivorship and not as ____________________________________(State) tenants in common UNIF TRF MIN ACT -_________________________ Custodian_________________________________ (Minor) under Uniform Transfer to Minors Act________________________________(State) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [_______________] For value received, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE _________________________________________________________________________Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints __________________________________________________________Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises. Dated,______________________ ________________________________________ ________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement, or any change whatever. Signature(s) Guaranteed: By______________________________________________________________________________ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNITON WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15