Providian Financial Corporation Announces Date of Anticipated Merger for Benefit of Holders of Its Zero Coupon Convertible Notes Due February 15, 2021

Providian Financial Corporation (NYSE:PVN) todayannounced that its Board of Directors has determined October 1, 2005to be the anticipated effective date of the Company's businesscombination with Washington Mutual, Inc. Washington Mutual has electedunder the terms of the merger agreement with the Company to modify thestructure of the transaction such that Providian will merge with andinto a wholly owned subsidiary of Washington Mutual. Holders of theCompany's common stock immediately prior to the effective time of themerger will receive, for each share of the Company's common stock,0.4005 shares of Washington Mutual's common stock and cash equal tothe value of 0.0495 shares of Washington Mutual's common stock. Themerger will constitute a "Change of Control" of Providian pursuant tothe Second Supplemental Indenture, between the Company and J.P. MorganTrust Company, National Association, as successor trustee, datedFebruary 15, 2001 (the "Supplemental Indenture"), to the Company'sIndenture dated May 1, 1999 (the "Indenture").

Pursuant to Section 2.01(b)(ii) of the Supplemental Indenture,Providian's Zero Coupon Convertible Notes due February 15, 2021 (the"Notes") will be convertible into shares of the Company's common stockfrom September 16, 2005 until immediately prior to the effective timeof the merger at the conversion rate then in effect. If the mergeroccurs, each Note will be convertible from the effective time of themerger through the 15th day thereafter into the number of shares ofWashington Mutual common stock and cash that would have been receivedby the holder of such Note in the merger if the Note had beenconverted immediately prior to the merger.

Upon the effectiveness of the merger, Washington Mutual, throughits wholly owned subsidiary, will assume the Company's obligationsunder the Indenture, Supplemental Indenture and the Notes and will,pursuant to Section 5.02 of the Supplemental Indenture, make an offerto repurchase any and all of the Notes at a purchase price equal tothe issue price thereof plus accrued original issue discount to, butexcluding, the repurchase date established in accordance with theSupplemental Indenture.

The trustee will provide holders of the Notes with a Notice ofAnticipated Merger with respect to the Notes as of the date of thispress release. For more information or to obtain a copy of suchNotice, 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 tomainstream American consumers throughout the United States. Bycombining experience, analysis and technology, Providian seeks tobuild long-lasting relationships with its customers by providingproducts and services that meet their evolving financial needs.