PVN Providian Financial

Providian Financial Corporation (NYSE:PVN) today announced that its Board of Directors has determined October 1, 2005 to be the anticipated effective date of the Company's business combination with Washington Mutual, Inc. Washington Mutual has elected under the terms of the merger agreement with the Company to modify the structure of the transaction such that Providian will merge with and into a wholly owned subsidiary of Washington Mutual. Holders of the Company's common stock immediately prior to the effective time of the merger will receive, for each share of the Company's common stock, 0.4005 shares of Washington Mutual's common stock and cash equal to the value of 0.0495 shares of Washington Mutual's common stock. The merger will constitute a "Fundamental Change" of Providian pursuant to the Third Supplemental Indenture, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee, dated May 1, 2003 (the "Supplemental Indenture"), to the Company's Indenture dated May 1, 1999 (the "Indenture"). Pursuant to Section 2.01(b)(ii) of the Supplemental Indenture, Providian's 4% Convertible Notes due May 15, 2008 (the "Notes") will be convertible into shares of the Company's common stock from September 16, 2005 to the effective date of the merger at the conversion rate then in effect. If the merger occurs, each Note will be convertible from the effective date of the merger through the 15th day thereafter into the number of shares of Washington Mutual common stock and cash that would have been received by the holder of such Note in the merger if the Note had been converted immediately prior to the merger. Upon the effectiveness of the merger, Washington Mutual, through its wholly owned subsidiary, will assume the Company's obligations under the Indenture, Supplemental Indenture and the Notes and will, pursuant to Section 3.01 of the Supplemental Indenture, make an offer to repurchase the Notes at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the repurchase date established in accordance with the Supplemental Indenture. The trustee will provide holders of the Notes with a Notice of Anticipated Merger and Conversion Rights with respect to the Notes as of the date of this press release. For more information or to obtain a copy of such Notice, please contact the trustee at (800) 275-2048. About Providian San Francisco-based Providian Financial Corporation (www.providian.com) is a leading provider of credit cards to mainstream American consumers throughout the United States. By combining experience, analysis and technology, Providian seeks to build long-lasting relationships with its customers by providing products and services that meet their evolving financial needs.