1
                                                                  EXHIBIT 10.6.1


                                WASHINGTON MUTUAL

                               FIRST AMENDMENT TO
                             1994 STOCK OPTION PLAN
                  AMENDED AND RESTATED AS OF FEBRUARY 15, 2000

        Section 6.4 of the Washington Mutual, Inc. 1994 Stock Option Plan,
Amended and Restated as of February 15, 2000 is hereby amended in its entirety
to read as follows, effective October 17, 2000:

               6.4 EARLY TERMINATION OF RIGHT TO EXERCISE. Unless otherwise
        specified by the Committee (in the Agreement or otherwise), and except
        as otherwise specified in connection with a change in control under a
        properly authorized employment agreement between the Participant and the
        Company or an Affiliate, if the Participant for any reason ceases to be
        an employee, consultant, advisor or director of the Company or an
        Affiliate, and the Participant does not thereupon become an employee,
        consultant, advisor or director of the Company or an Affiliate, the
        Participant shall have the right, until the earliest to occur of the
        last day of the Option term and

               (a) 90 days after termination of the relationship for reasons
        other than approved retirement as an employee or director of the Company
        or an Affiliate;

               (b) five years after termination of the relationship by reason of
        approved retirement after attaining age 55 with ten year's service as an
        employee of the Company or an Affiliate; and

               (c) five years after termination of the relationship by reason of
        approved retirement after attaining age 55 with five year's service as a
        director of the Company or an Affiliate,

               to exercise only the portion of the Participant's Options that
        had become exercisable by the date of the termination, and thereafter
        the Options shall terminate and cease to be exercisable. Notwithstanding
        the foregoing, if the relationship terminates by reason of the
        Participant's approved retirement as an employee of the Company or an
        Affiliate after attaining age 65 (or, if the Participant retires as a
        director of the Company or an Affiliate after attaining age 72), and the
        Participant does not thereupon become an employee or director of the
        Company or an Affiliate, all of the Participant's Options shall become
        fully vested and exercisable for the applicable period set forth above.

   2
        IN WITNESS WHEREOF, Washington Mutual, Inc. has caused this First
Amendment to be duly executed on the 6th day of March, 2001.

                                            WASHINGTON MUTUAL, INC.

                                            By: /s/ William L. Lynch

                                            Its:  Secretary



                                       -2-