425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

June 6, 2005
Date of Report (Date of earliest event reported)

Providian Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-12897	94-2933952
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

201 Mission Street
San Francisco, California	94105
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 543-0404.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a material Definitive Agreement.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE
EX-99.2: INVESTOR PRESENTATION
EX-99.3: LETTER TO PROVIDIAN EMPLOYEES

Item 1.01 Entry into a Material Definitive Agreement.

Item 8.01 is hereby incorporated herein by reference.

Item 8.01 Other Events.

On June 6, 2005, Providian Financial Corporation (“Providian”) and Washington Mutual, Inc. (“Washington Mutual”) issued a joint press release announcing the execution of the Agreement and Plan of Merger, dated as of June 5, 2005, between Providian and Washington Mutual. Under the terms of the agreement, shareholders of Providian will receive consideration based on a fixed exchange ratio by 0.45 Washington Mutual common shares for each Providian share. The merger consideration will be paid 89 percent in stock and 11 percent in cash. The stock consideration will be determined by multiplying the fixed 0.45 exchange ratio by 0.89, and the cash consideration will be determined by multiplying the 0.45 ratio by the product of 0.11 and the average closing stock price of Washington Mutual for the 10 trading days immediately preceding completion of the merger. The merger is subject to customary closing conditions, including approval of the Providian shareholders and regulatory approval.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Additionally, Providian hereby files the Investor Presentation attached hereto as Exhibit 99.2 and the Letter to Providian Employees attached hereto as Exhibit 99.3.

Additional Information About this Transaction

     This communication is being made in respect of the proposed merger transaction involving Washington Mutual and Providian. In connection with the proposed transaction, Washington Mutual and Providian will prepare a registration statement on Form S-4 containing a proxy statement/prospectus for the shareholders of Providian to be filed with the SEC, and each will be filing other documents regarding the proposed transaction with the SEC as well. Before making any voting or investment decision, investors are urged to read the proxy statement/prospectus regarding the proposed transaction and any other relevant documents carefully in their entirety when they become available because they will contain important information about the proposed transaction. The final proxy statement/prospectus will be mailed to Providian’s shareholders. The registration statement containing the proxy statement/prospectus and other documents will be available free of charge at the SEC’s Internet site (http://www.sec.gov). The proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Washington Mutual’s website at www.wamu.com under the tab “About WaMu” and then under the heading “Investor Relations” or by accessing Providian’s website at www.providian.com under the tab “About Providian” and then under the heading “Investor Relations”.

     Washington Mutual, Providian and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Washington Mutual’s directors and executive officers is available in Washington Mutual’s proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on March 23, 2005 and information regarding Providian’s directors and executive officers is available in Providian’s proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on March 31, 2005. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Providian shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC.

Forward-Looking Statements

     Statements contained in this filing which are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between Washington Mutual and Providian, including future financial and operating results and performance; statements about Washington Mutual’s and Providian’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”, “will”, “should”, “may” or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of Washington Mutual’s and Providian’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Washington Mutual and Providian. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.

     The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Washington Mutual and Providian may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the stockholders of Providian may fail to approve the merger; (6) adverse governmental or regulatory policies may be enacted; (7) competition from other financial services companies in Washington Mutual’s and Providian’s markets; and (8) general business and economic conditions, including movements in interest rates, which could adversely affect credit quality and loan originations. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2004 Annual Reports on Form 10-K of Washington Mutual and Providian filed with the Securities and Exchange Commission and available at the SEC’s Internet site (http://www.sec.gov). Neither Washington Mutual nor Providian undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made.

Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits
 
The following exhibits are filed herewith:

Exhibit No.	Description of Exhibit
99.1	Press release issued jointly by Washington Mutual, Inc. and Providian Financial Corporation, dated June 6, 2005
99.2	Investor Presentation of Washington Mutual, Inc. and Providian Financial Corporation, dated June 6, 2005
99.3	Letter to Providian Employees from Joseph W. Saunders, Chairman, President and Chief Executive Officer of Providian Financial Corporation, dated June 6, 2005

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROVIDIAN FINANCIAL CORPORATION
Dated: June 6, 2005	By:	/s/ Anthony F. Vuoto
		Anthony F. Vuoto
		Vice Chairman and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued jointly by Washington Mutual, Inc. and Providian Financial Corporation, dated June 6, 2005
99.2	Investor Presentation of Washington Mutual, Inc. and Providian Financial Corporation, dated June 6, 2005
99.3	Letter to Providian Employees from Joseph W. Saunders, Chairman, President and Chief Executive Officer of Providian Financial Corporation, dated June 6, 2005

EX-99.1

Exhibit 99.1

Washington Mutual to Acquire Providian Financial

Strategically Compelling Fit for Both Companies

SEATTLE and SAN FRANCISCO — June 6, 2005 – Washington Mutual, Inc. (NYSE: WM), announced that it has entered into a definitive agreement to acquire Providian Financial (NYSE: PVN) in a stock and cash transaction valued at approximately $6.45 billion. The transaction brings together two of the nation’s leading financial services companies focused on serving middle market consumers.

“Today’s transaction enhances Washington Mutual’s consumer banking growth while strengthening our leadership position in the middle-market customer segment,” said Kerry Killinger, chairman and chief executive officer of Washington Mutual. “Providian is a highly profitable business with solid credit quality. Its focus on middle market consumers makes Providian a natural fit for our business and a winning combination for both companies’ customers.”

“This combination also helps to further diversify our balance sheet and earnings by adding attractive, high-yielding credit card assets, while improving our net interest margin and adding stable fee income,” added Killinger.

The transaction is expected to be accretive within a year on both a GAAP and cash basis.

Washington Mutual said Providian will become the company’s fourth major business unit and will continue to operate out of its current headquarters in San Francisco. Washington Mutual also said it plans to retain Providian’s management team and infrastructure, making the integration low risk and allowing for a quick and seamless transition.

—more—

WM-2

Under the terms of the agreement, shareholders of Providian will receive consideration based on a fixed exchange ratio of .45 Washington Mutual common shares for each Providian share. The merger consideration will be paid 89 percent in stock and 11 percent in cash. The stock consideration will be determined by multiplying the fixed .45 exchange ratio by 0.89, and the cash consideration will be determined by multiplying the .45 ratio by the product of 0.11 and the average closing stock price of Washington Mutual for the 10 trading days immediately preceding completion of the merger. Based on the closing price of Washington Mutual’s stock on June 3, 2005, the implied per share purchase price is $18.71.

Joseph Saunders, Providian’s chairman and chief executive, will continue to run the credit card business and will report directly to Steve Rotella, Washington Mutual’s president and chief operating officer. Other members of Providian senior management team will also be joining Washington Mutual.

“Providian’s management has successfully developed innovative products and services, while providing superior customer support, strong underwriting and efficient operations,” said Killinger. “Retaining Providian’s leadership team helps ensure strong credit management and continuity of marketing expertise in the credit card business, while allowing Washington Mutual’s management to remain focused on the priorities we’ve set forth for the entire company. We are all committed to achieving our long-term targets, producing top-tier performance in our industry and delivering superior long-term shareholder returns.”

Saunders said, “This transaction provides Providian shareholders financially attractive terms while allowing us to take the card business to the next level. Washington Mutual’s size and resources will allow us to operate with a lower cost structure and greater efficiency than we could on our own. The compelling combination also enables us to leverage the strength of Washington Mutual’s nationally recognized brand and utilize its more than 2,000 retail stores as a new growth channel.

—more—

WM-3

“Our success as an independent company is in large part due to the dedication of our employees, whose efforts have made this next step forward possible,” added Saunders. “We’re pleased that Providian and our employees will be sharing our future with Washington Mutual, a company that shares our vision and values.”

The companies noted that Providian credit card customers should expect business as usual. Their accounts, policies and payment procedures remain unchanged.

The acquisition is expected to be completed in the fourth quarter of 2005 and is subject to approval of Providian shareholders and regulatory approvals.

Lehman Brothers, Morgan Stanley, and the law firm Simpson Thacher & Bartlett advised Washington Mutual, and Goldman, Sachs & Co., Citigroup Global Markets, and the law firm of Wachtell, Lipton, Rosen & Katz advised Providian on the transaction.

Conference Call

Killinger and Saunders will host an analyst/investor conference call this morning, June 6, at 7:30 a.m. Pacific Time. Analysts and investors may dial in and participate in the question/answer session. To access the call, please dial 1-888-396-2384. International callers may dial 1-617-847-8711. The passcode “86950841” is required to access the call. A listen-only live broadcast of the call also will be available on the investor relations page of the company’s Website at www.wamu.com/ir.

A recording of the conference call will be available approximately one hour after the conclusion of the call at 1-888-286-8010. Callers from outside the United States may dial 1-617-801-6888. The passcode “18243170” is required to access the replay.

—more—

WM-4

About Washington Mutual
With a history dating back to 1889, Washington Mutual www.wamu.com is a retailer of financial services that provides a diversified line of products and services to consumers and commercial clients. At March 31, 2005, Washington Mutual and its subsidiaries had assets of $319.70 billion. Washington Mutual currently operates more than 2,400 retail banking, mortgage lending, commercial banking and financial services offices throughout the nation. Washington Mutual’s press releases are available at www.wamunewsroom.com.

About Providian
San Francisco-based Providian 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.

Forward Looking Statements
Statements contained in this press release which are not historical facts are forward-looking statements within the meaning of the Providian Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between Washington Mutual and Providian, including future financial and operating results and performance; statements about Washington Mutual’s and Providian’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”, “will”, “should”, “may” or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of Washington Mutual’s and Providian’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Washington Mutual and Providian. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.

—more—

WM-5

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Washington Mutual and Providian may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the stockholders of Providian may fail to approve the merger; (6) adverse governmental or regulatory policies may be enacted; (7) competition from other financial services companies in Washington Mutual’s and Providian’s markets; and (8) general business and economic conditions, including movements in interest rates, which could adversely affect credit quality and loan originations. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2004 Annual Reports on Form 10-K of Washington Mutual and Providian filed with the Securities and Exchange Commission and available at the SEC’s Internet site (http://www.sec.gov). Neither Washington Mutual nor Providian undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made.

Important Legal Information

This communication is being made in respect of the proposed merger transaction involving Washington Mutual and Providian. In connection with the proposed transaction, Washington Mutual and Providian will prepare a registration statement on Form S-4 containing a proxy statement/prospectus for the shareholders of Providian to be filed with the SEC, and each will be filing other documents regarding the proposed transaction with the SEC as well. Before making any voting or investment decision, investors are urged to read the proxy statement/prospectus regarding the proposed transaction and any other relevant documents carefully in their entirety when they become available because they will contain important information about the proposed transaction. The final proxy statement/prospectus will be mailed to Providian’s shareholders. The registration statement containing the proxy statement/prospectus and other documents will be available free of charge at the SEC’s Internet site (http://www.sec.gov). The proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Washington Mutual’s website at www.wamu.com under the tab “About WaMu” and then under the heading “Investor Relations” or by accessing Providian’s website at www.providian.com under the tab “About Providian” and then under the heading “Investor Relations.”

—more—

WM-6

Washington Mutual, Providian and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Washington Mutual’s directors and executive officers is available in Washington Mutual’s proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on March 23, 2005 and information regarding Providian’s directors and executive officers is available in Providian’s proxy statement for its 2005 annual meeting of shareholders, which was filed with the SEC on March 31, 2005. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Providian shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC.

###

Washington Mutual Contacts:
Alan Gulick, 206-377-3637 (Media)
alan.gulick@wamu.net

Alan Magleby, 212-326-6019 (Investor Relations)
alan.magleby@wamu.net

Providian Contacts:
Alan Elias 415-278-4189 (Media)
alan_elias@providian.com

Jack Carsky 415-278-4977 (Investors)
jack_carsky@providian.com

EX-99.2

A Winning Combination for Shareholders and Customers June 6, 2005 Exhibit 99.2

Focused Credit Card Lender to Mainstream America Leading National Financial Retailer to the Broad Middle Market 6th Largest Retail Bank 9th Largest Credit Card Company Compelling Strategic Fit 2

Consideration Value 0.45 WaMu shares Implied Per Share Value $18.71 Consideration Mix 89% Washington Mutual Stock / 11% Cash Total Transaction Value $6.45 Billion Termination Fee $225 Million Caps and Collars None Implied Transaction Multiples 10.7x 2006 GAAP EPS 1.93x 3/31/05 Book Value Tax Treatment Tax-free reorganization; except for cash received Management Strategy All top managers have been retained Approvals Regulatory and Providian shareholder approval Expected Closing 4th Quarter 2005 Due Diligence Completed Transaction Overview Note: Implied value based on WaMu's closing price of $41.57 on Friday, June 3, 2005.

Strategically Compelling Combination Strengthens WaMu's leadership position with middle market consumers Accelerates card growth through WaMu's national distribution and customer base Builds on WaMu's payments position in debit cards (#3) Strong card platform with proven management team Diversifies portfolio and earnings Improves risk-adjusted profitability and adds recurring fee income Turn-key transaction: low risk execution and good cultural fit Significant funding and capital advantages for Providian's card business Financially attractive transaction

WaMu Profile Leading retailer of financial services for consumers and small businesses Well positioned in key growth markets Innovative and successful retail bank Top tier prime and non-prime mortgage lender Nation's leading multi-family lender Strong track record in credit risk management Attractive history of dividend growth Building momentum in productivity and efficiency

National Multi-Channel Distribution Network Retail Mortgage Lending Wholesale, Correspondent and/or Consumer Direct Mortgage Lending Multi-Family Markets 1,968 Retail Banking Stores 341 Retail Mortgage Offices 40 Mutli-family Lending Offices 3,389 ATMs Online Banking: wamu.com Retail Banking and Home Loan Offices in 29 of top 50 MSAs As of 3/31/2005

Providian Profile National marketing program Full spectrum focus Broad product array Data driven strategy Multi-channels Balanced result National marketing program Full spectrum focus Co-branded and affinity Limited # of partners Proprietary and cooperative issuance Balanced result Strong Brand, Innovative Products and Services Superior Customer Care Efficient Balance Sheet and Operations Partnership Marketing Providian Marketing Retail marketing program Full spectrum focus Full retail integration Customer direct response Small business program Specialty programs Balanced result Retail Bank Marketing Current Two-Pronged Strategy "Enhanced" Growth Strategy

Providian's Focus on the Broad Middle Market Source: Providian Prospect Database. Providian-Branded Partnership 600-619 0.078 0.045 620-639 0.151 0.115 640-659 0.182 0.14 660-679 0.167 0.155 680-699 0.134 0.142 700-719 0.108 0.115 720-739 0.0775 0.09 740-759 0.045 0.07 760-779 0.028 0.06 780-799 0.013 0.05 800-819 0.004 0.03 FICO Scores

Managed Portfolio Old New Total 2 0 16934 16934 3 0 16676 16676 4 0 17245 17245 5 0 17901 17901 6 0 18536 18536 Providian - A Proven Asset Generator 12/31/03 3/31/04 6/30/04 9/30/04 12/31/04 9.5% growth Note: Receivables on a managed basis. ($ in millions)

Providian's Improving Credit Performance ($ in millions) 30+ Delinquency Rate 30 - 59 Days 60 - 89 Days 90+ Days Total 2001 0.0881 975 625 1273 2873 2002 0.1111 700 500 980 2180 2003 0.0929 475.097 364.023 734.107 1573.227 2004 0.0616 353.055 262.683 525.739 1141.477 Q1 '05 0.0516 273.235 210.014 450.167 933.416 Managed Net Credit Loss Rate Net Credit Losses 2001 0.1078 3217 2002 0.1629 3525 2003 0.1582 2798 2004 0.1165 2004 Q1 '05 0.0843 379 ($ in millions) Managed Delinquencies Managed Net Credit Losses

Potential Revenue Opportunities from Combined Operations As of March 2005 11.7M Retail and Mortgage Households 1,968 Retail Banking Stores 9.2M Debit Cards $136B Retail Deposits $46B Home Equity 2.1M On-line Retail Customers 9.4M Credit Cards Sophisticated Direct Mail Partnership Networks Strong Web Presence Rewards Program 11

Providian Has a Proven Management Team Name Position Years with Providian Industry Experience Industry Experience Joseph Saunders President, CEO and Chairman 3 years 21 years Fleet Credit Card - CEO and Chairman (1997-2001) Household Credit Services - Head of credit card operations; various executive positions Anthony Vuoto CFO and Vice Chairman 3 years 20 years First USA Bank Citibank Chaomei Chen Vice Chairman - Credit and Collections 21/2 years 9+ years Fleet Credit Card PNC National Bank Household Credit Services American Express Citicorp Susan Gleason Vice Chairman - Operations & Technology 3 years 25+ years Fleet Credit Card Household Credit Services Richard Leweke Vice Chairman and Chief Human Resources Officer 2 years 13 years California Federal Bank Ford Motor Company Ellen Richey General Counsel, Secretary, and Vice Chairman - Enterprise Risk Management 10+ years 11 years Farella, Braun & Martel Warren Wilcox Vice Chairman - Marketing and Strategic Planning 3 years 20+ years Fleet Credit Card Household Credit Services Fair, Isaac and Company Citigroup

WM Standalone Percentage Prime SFR 0.53 HE & HELOCS 0.21 Multifamily 0.11 Non-Prime SFR 0.1 Other Loans 0.05 Providian Diversifies WaMu's Loan Portfolio WM Standalone - $214B 1 Reflects Providian managed credit card receivables. WM Pro Forma with Providian - $232B WM Pro Forma with Private Percentage Prime SFR 0.48 HE & HELOCS 0.2 Multifamily 0.1 Non-Prime SFR 0.09 Credit Cards 0.08 Other Loans 0.05 1 As of 3/31/2005

Improves Risk Adjusted Profit and Adds Recurring Fee Income1 NIM WM 0.0273 Providian 0.0447 Pro Forma 0.028 Efficiency Ratio WM 0.558 Providian 0.497 Pro Forma 0.549 Efficiency Ratio Net Interest Margin Fee Income / Revenue Fourth Fifth Sixth Seventh Eighth WM 0.427 3961 2876 1297 466 267 Providian 0.744199686 3691 2876 1027 1333 303 Pro Forma 0.47 NonInterest Income / Total Revenue 1 On GAAP basis for the quarter ended or as of March 31, 2005. Return on Assets ROAA WM 0.0117 Providian 0.0377 Pro Forma 0.0128

WB STI WM Pro Forma NCC USB BAC WFC JPM C East 0.0008 0.0013 0.0022 0.0031 0.0053 0.0068 0.0071 0.0082 0.0137 Lower Credit Risk than Banking Peers Pro Forma Net Charge-Off Ratio 1 1 On GAAP basis annualized data for Q1 2005. Source: SNL DataSource 0.22%

Low Risk Execution and Good Cultural Fit No distraction to WaMu's ongoing business initiatives Continuity of strong Providian management team Joe Saunders to lead business All top managers have been retained Plans in place to retain substantially all employees Operate Providian as fourth major business unit of WaMu Reporting to President and COO, Steve Rotella Include Providian team on key WaMu governance committees Merge Providian National Bank into Washington Mutual Bank

Integration Approach Low degree of difficulty compared to past acquisitions Developed preliminary work plan during comprehensive due diligence No change in operation of Providian's core credit card competencies Establishing Merger Integration Office Apply WaMu's project management methodology Connect financial reporting, treasury and risk management functions Leverage WaMu's support and governance structures Complete development of point of sale and cross sale linkages to retail banking and home loans Merger Sponsors Steve Rotella/Joe Saunders Integration Responsibility WaMu and Providian Leaders Merger Integration WaMu and Providian Leaders

WaMu Unlocks Additional Value at Providian Reduced Liquidity Requirements Improves Profitability Eliminate negative spread on $4.8 billion in current liquidity portfolio Funding Advantage WaMu diversified funding base reduces costs and funding risk WaMu investment grade rating reduces costs Improved securitization execution Better access to prime customer segment space Capital levels exceeded industry benchmarks Consolidation with WaMu allows release of excess capital

Projected earnings based on First Call mean estimates for WaMu and Providian1 Expected savings - $60 million pre-tax 8% of Providian's non-marketing related cost base Phased in 65% in 2006 and 100% thereafter Funding synergies - $48 million pre-tax Related to re-pricing Providian's wholesale deposit funding over time Elimination of its liquidity pool Tangible equity to exceed new minimum target of 5.50% for the projections period Expected revenue enhancements from WaMu distribution channels not included Transaction and other integration-related charges of approximately $200 million to be charged to goodwill Intangibles created in transaction include: Transaction Assumptions 1 Consensus EPS estimates as of June 3, 2005 are $3.61 and $1.59 for 2005, and $3.95 and $1.75 for 2006, for WaMu and Providian, respectively. 2007 EPS estimates use WaMu's long term growth rate of 10% (Source: First Call). 2 PCCR stands for Purchased Credit Card Relationships. Intangible Amount Period PCCR2 $550 million 10 Years Partnerships & Other $45 million 3-5 Years Goodwill $3.1 billion NA

Pro Forma Earnings Impact ($ in millions, all figures are after-tax) Projections for Fiscal Year Earnings Projections 2006E 2007E WaMu Stand-alone $3,513 $3,854 Providian Stand-alone 585 644 Balance Sheet Synergies 27 29 Cost Saves 24 36 PCCR & Other Purchase Accounting Adjustments (69) (61) Pro Forma Earnings $4,079 $4,502 1 1 1Based on First Call consensus estimates as of June 3, 2005. Providian Pro Forma 567 648 Providian Pro Forma as a % of Total Pro Forma 13.9% 14.4%

Pro Forma EPS Impact Projections for Fiscal Year Earnings Projections 2006E 2007E Current First Call EPS Estimates 1 WaMu Stand-alone $3.95 $4.35 Pro Forma GAAP EPS $3.99 $4.44 Accretion to Washington Mutual ($) $0.04 $0.09 Accretion to Washington Mutual (%) 1.1% 2.1% Cash EPS WaMu Stand-alone $3.99 $4.38 Pro Forma Cash EPS $4.09 $4.52 Accretion to Washington Mutual ($) $0.10 $0.14 Accretion to Washington Mutual (%) 2.5% 3.2% 1Based on First Call consensus estimates as of June 3, 2005. Average Shares2 WaMu Stand-alone 889 887 Pro Forma 1,022 1,016 2Share buy back to maintain targeted capital levels

Updated Five Year Financial Targets ROACE1 High teens Earnings per share growth1 Double digit Efficiency ratio1 < 50% NPA/total assets2 < 1% Tangible equity/total tangible assets2 > 5.50% Targets 2005 - 2009 1 Average over the cycle 2 Period end

Key Takeaways Strengthens WaMu's leadership position with middle market consumers Accelerates card growth through WaMu's national distribution and customer base Builds on WaMu's payments position in debit cards (#3) Strong card platform with proven management team Diversifies portfolio and earnings Improves risk-adjusted profitability and adds recurring fee income Turn-key transaction: low risk execution and good cultural fit Significant funding and capital advantages for Providian's card business Financially attractive transaction

Appendix

Pro Forma Balance Sheet / Capital Ratios Based on financial data as of March 31, 2005.

GAAP to Cash Reconciliation Projections for Fiscal Year Earnings Projections 2006E 2007E Pro Forma GAAP Earnings $4,079 $4,502 Add Back: PCCR Amortization 60 54 Partnership Alliances 6 6 Subtract: Liability Mark-to-market ($10) ($10) Cash Earnings $4,182 $4,595 1Based on First Call consensus estimates as of June 3, 2005. Non-Compete Agreements 4 4 Deferred Acquisition Costs and Prepaid Securities Fees 8 6 Debt Issuance Costs 1 1 WaMu Standalone Intangible Amortization $34 $32

Transaction Disclosure In connection with the proposed transaction, Washington Mutual, Inc. and Providian Financial Corporation will prepare a registration statement on Form S-4 containing a proxy statement/prospectus for the stockholders of Providian to be filed with the SEC. Investors are urged to read the proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important information. The registration statement containing the proxy statement/prospectus and other documents will be available free of charge at the SEC's Internet site: (http://www.sec.gov). The registration statement containing the proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Washington Mutual's website at www.wamu.com under the tab "About WaMu" and then under the heading "Investor Relations" or by accessing Providian's website at www.providian.com under the tab "About Providian" and then under the heading "Investor Relations." Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Providian shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus filed when it is filed with the SEC."

Forward Looking Disclosure Statements contained in these materials which are not historical facts are forward-looking statements within the meaning of the Providian Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between Washington Mutual, Inc. and Providian Financial Corporation, including future financial and operating results and performance; statements about Washington Mutual's and Providian's plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates", "will", "should", "may" or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of Washington Mutual's and Providian's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Washington Mutual and Providian. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Washington Mutual and Providian may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the stockholders of Providian may fail to approve the merger; (6) adverse governmental or regulatory policies may be enacted; (7) competition from other financial services companies in Washington Mutual's and Providian's markets; and (8) general business and economic conditions, including movements in interest rates, which could adversely affect credit quality and loan originations. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2004 Annual Reports on Form 10-K of Washington Mutual and Providian filed with the Securities and Exchange Commission and available at the SEC's Internet site (http://www.sec.gov). Neither Washington Mutual nor Providian undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which each statements were made.

EX-99.3

Exhibit 99.3

June 6, 2005

Dear Providian Employee:

By now, you have likely heard the exciting news regarding our Company. This transaction creates a compelling combination of the “nation’s leading retailer of financial services for consumers and small business” with “mainstream America’s credit card company.” The executive management team and I have agreed to continue to lead what will become the fourth major business unit of Washington Mutual, which does not have a large credit card infrastructure in place. We are excited about the prospects of being able to utilize our existing infrastructure to have an outstanding credit card business in place – literally – overnight.

We will continue to operate out of our San Francisco headquarters, use our existing credit card operations centers, and keep substantially all of our employees to operate and grow the business. Most corporate units will remain intact in order to support operations. And, because of Washington Mutual’s size and business needs, we expect that there could also be additional corporate employment opportunities. We will keep you updated in the coming weeks as more details are known.

I believe that this combination is a natural partnership. Washington Mutual offers both the financial strength and resources that can help us take Providian to the next level. They have a strong brand name that we can leverage in marketing and advertising, and they share our focus on mainstream America. In return, Providian’s credit card expertise provides Washington Mutual a large-scale financial services product line to add to their current business lines of Retail, Mortgage, and Commercial banking.

The merger is subject to the customary shareholder and regulatory approvals, and we expect the transaction to close sometime in the fourth quarter of this year. Until then, Providian remains an independent company with millions of customers who are counting on all of us. Please continue to focus on business excellence.

This is a very exciting time for Providian, one that is only possible because of the dedication and daily commitment of you, our employees. You should all take pride in knowing that your hard work has turned our Company around and given us the opportunity to join with Washington Mutual in this business endeavor.

Sincerely,

Joe Saunders

In connection with the proposed transaction, Washington Mutual, Inc. and Providian Financial Corporation will prepare a registration statement on Form S-4 containing a proxy statement/prospectus for the stockholders of Providian to be filed with the SEC. Investors are urged to read the proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important information. The registration statement containing the proxy statement/prospectus and other documents will be available free of charge at the SEC’s Internet site: (http://www.sec.gov). The registration statement containing the proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Washington Mutual’s website at www.wamu.com under the tab “About WaMu” and then under the heading “Investor Relations” or by accessing Providian’s website at www.providian.com under the tab “About Providian” and then under the heading “Investor Relations.” Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Providian shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus filed when it is filed with the SEC.