Providian Financial Corporation Announces the Convertibility of Its 4% Convertible Senior Notes Due May 15, 2008

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 [phone].

   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.