FORM OF AMENDED AND RESTATED BYLAWS OF [WASHINGTON MUTUAL, INC.] (A Washington Corporation) (March 1st, 2012)

These Amended and Restated Bylaws ("Bylaws") are subject to, and governed by, the Washington Business Corporation Act ("WBCA") and the Amended and Restated Articles of Incorporation (as amended from time to time, the "Charter") of [Washington Mutual, Inc.], a Washington corporation (the "Corporation"). In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the WBCA or the Charter, such provisions of the WBCA or the Charter, as the case may be, shall control.