EXHIBIT 1.3 Providian Financial Corporation Medium-Term Notes, Series A Due 9 Months or More from Date of Issue Distribution Agreement ---------------------- May 14, 1999 Chase Securities Inc. 270 Park Avenue, 8th Floor New York, NY 10017 Credit...Distribution Agreement • May 19th, 1999 • Providian Financial Corp • Short-term business credit institutions
and Rights AgentRights Agreement • April 17th, 1997 • Providian Bancorp Inc • Delaware
EXHIBIT D TO MERGER AGREEMENT GUARANTEE AGREEMENT This GUARANTEE AGREEMENT (this "Guarantee") is made and entered into as of ___________, 1997 by and between AEGON USA, INC. (the "Guarantor"), a Delaware corporation and wholly owned subsidiary of...Guarantee Agreement • April 17th, 1997 • Providian Bancorp Inc
1,000,000,000 CREDIT AGREEMENT Dated as of January 12, 1999 among PROVIDIAN NATIONAL BANK, and PROVIDIAN BANK, as Borrowers, PROVIDIAN FINANCIAL CORPORATION, as Guarantor, THE LENDERS NAMED HEREIN, as Lenders and THE CHASE MANHATTAN BANK as...Credit Agreement • March 31st, 1999 • Providian Financial Corp • Short-term business credit institutions • New York
AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1, dated as of February 17, 1999, to the Rights Agreement, dated as of June 1, 1997 (the "Rights Agreement"), between Providian Financial Corporation, a Delaware corporation (the "Company"), and First...Rights Agreement • March 26th, 1999 • Providian Financial Corp • Short-term business credit institutions
TOIndenture • May 19th, 1999 • Providian Financial Corp • Short-term business credit institutions • New York
d) "Bonus Percentage" shall mean the percentage obtained by dividing (i) ---------------- the highest amount of bonus paid to the Executive by the Company and its affiliates (including, prior to the Distribution, by Parent and its affiliates) in any...Employment Agreement • April 17th, 1997 • Providian Bancorp Inc • California
EXHIBIT 1 PROVIDIAN FINANCIAL CORPORATION Principal Amount at Maturity Zero Coupon Convertible Notes due 2021 Underwriting Agreement ----------------------Underwriting Agreement • February 22nd, 2001 • Providian Financial Corp • Short-term business credit institutions • New York
EXHIBIT D TO DISTRIBUTION AGREEMENT TRADEMARK LICENSE AGREEMENT This AGREEMENT, entered into this ___ day of ___________, 199_ by and between PROVIDIAN BANCORP, INC., a Delaware corporation, having offices at 201 Mission Street, San Francisco,...Trademark License Agreement • April 17th, 1997 • Providian Bancorp Inc
EXHIBIT 4.2 TRUST AGREEMENTTrust Agreement • March 31st, 2000 • Providian Financial Corp • Short-term business credit institutions • California
EXHIBIT C TO DISTRIBUTION AGREEMENT TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 17th, 1997 • Providian Bancorp Inc
TOIndenture • May 19th, 1999 • Providian Financial Corp • Short-term business credit institutions • New York
PROVIDIAN FINANCIAL CORPORATION and FIRST CHICAGO TRUST COMPANY OF NEW YORK Rights AgentRights Agreement • August 14th, 1997 • Providian Financial Corp • Short-term business credit institutions • Delaware
EXHIBIT 10.2 CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and among Providian Bancorp Services (the "Corporation"), a California corporation, Providian Financial Corporation ("Parent"), a Delaware corporation, and _____________________ (the...Change of Control Employment Agreement • March 31st, 1998 • Providian Financial Corp • Short-term business credit institutions • California
EXHIBIT B TO THE DISTRIBUTION AGREEMENT EMPLOYEE BENEFITS AGREEMENTEmployee Benefits Agreement • April 17th, 1997 • Providian Bancorp Inc
amongTrust Agreement • March 31st, 1998 • Providian Financial Corp • Short-term business credit institutions • Delaware
ARTICLE I COMPLIANCE COMMITTEEWritten Agreement • November 29th, 2001 • Providian Financial Corp • National commercial banks
BETWEENAgreement and Plan of Distribution • April 17th, 1997 • Providian Bancorp Inc • Delaware
AGREEMENT BY AND BETWEEN PROVIDIAN NATIONAL BANK, TILTON, NEW HAMPSHIRE and THE OFFICE OF THE COMPTROLLER OF THE CURRENCYBanking Agreement • November 29th, 2001 • Providian Financial Corp • National commercial banks • New Hampshire
RECITALSTax Disaffiliation Agreement • April 17th, 1997 • Providian Bancorp Inc
as Issuer ANDSecond Supplemental Indenture • February 22nd, 2001 • Providian Financial Corp • Short-term business credit institutions • New York
AGREEMENT AND PLAN OF MERGER by and between WASHINGTON MUTUAL, INC. and PROVIDIAN FINANCIAL CORPORATION Dated as of June 5, 2005Merger Agreement • June 9th, 2005 • Providian Financial Corp • National commercial banks • Washington
This AGREEMENT AND PLAN OF MERGER, dated as of June 5, 2005 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between WASHINGTON MUTUAL, INC., a Washington corporation (“Washington Mutual”), and PROVIDIAN FINANCIAL CORPORATION, a Delaware corporation (“Providian”).
EXHIBIT E TO DISTRIBUTION AGREEMENT GENERAL INTELLECTUAL PROPERTY ASSIGNMENT AND RENUNCIATION WHEREAS, PROVIDIAN CORPORATION ("COMPANY") is a Delaware corporation, having offices at 400 West Market Street, Louisville, Kentucky; WHEREAS, PROVIDIAN...General Intellectual Property Assignment and Renunciation • April 17th, 1997 • Providian Bancorp Inc
Exhibit 2.5 EXHIBIT F TO DISTRIBUTION AGREEMENT SHORT-FORM ASSIGNMENT WHEREAS, PROVIDIAN CORPORATION, a Delaware corporation, having offices at 400 West Market Street, Louisville, Kentucky (the "ASSIGNOR"), has used in its business and is the owner of...Short-Form Assignment • April 17th, 1997 • Providian Bancorp Inc
WHEREAS, PROVIDIAN CORPORATION, a Delaware corporation, having offices at 400 West Market Street, Louisville, Kentucky (the "ASSIGNOR"), has used in its business and is the owner of the entire right, title and interest in and to the trademarks set forth in the attached Exhibit A, and the goodwill appurtenant to said marks; and the United States Trademark Registrations and Applications for said marks;
PROVIDIAN FINANCIAL CORPORATION $250,000,000 Principal Amount 2¾% Convertible Cash to Accreting Senior Notes due 2016 Underwriting AgreementUnderwriting Agreement • March 19th, 2004 • Providian Financial Corp • National commercial banks
Providian Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. (“Citigroup”), Goldman, Sachs & Co. (“Goldman”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley,”) (Citigroup, Goldman and Morgan Stanley together, the “Lead Managers”) are acting as joint lead book-running managers, $250,000,000 aggregate original principal amount of its 2¾% Convertible Cash to Accreting Senior Notes due 2016 (the “Firm Securities”), convertible into shares of common stock, par value $0.01 per share (the “Stock”), of the Company, and at the election of the Underwriters pursuant to Section 2 hereof, up to $37,500,000 additional aggregate original principal amount of such Notes (the “Optional Securities,” and together with the Firm Securities, the “Securities”).
WITNESSETH:Issuing and Paying Agency Agreement • March 31st, 1998 • Providian Financial Corp • Short-term business credit institutions • New York
SECOND AMENDMENT TO RESTRICTED STOCK AWARD DESCRIPTIONRestricted Stock Award Description • October 25th, 2004 • Providian Financial Corp • National commercial banks
The award descriptions evidencing the restricted stock grants to you, dated as of November 25, 2001 and January 2, 2002, and as amended by the Amendment to Restricted Stock Award Description effective as of November 7, 2003 (as so amended, the “Grant Agreements”) by Providian Financial Corporation, a Delaware corporation (the “Company”), are hereby further amended as set forth below, effective as of the date of this amendment (the “Amendment”). All capitalized terms used but not defined in this Amendment shall have the meanings set forth in the employment agreement dated as of November 25, 2001 between the Company and you.
EXHIBIT 2.2 AMENDED AND RESTATED PLAN AND AGREEMENT OF MERGER AND REORGANIZATIONPlan and Agreement of Merger and Reorganization • April 17th, 1997 • Providian Bancorp Inc • Delaware
TOFirst Supplemental Indenture • August 23rd, 2000 • Providian Financial Corp • Short-term business credit institutions • New York
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 25th, 2004 • Providian Financial Corp • National commercial banks
First Amendment (the “First Amendment”) to Executive Employment Agreement (the “Agreement”) dated as of November 25, 2001 between Providian Financial Corporation, a Delaware corporation (the “Company”), and Joseph W. Saunders (the “Executive”), is entered into as of July 27, 2004.
FORM OF STOCK GRANT AGREEMENTStock Grant Agreement • September 2nd, 2004 • Providian Financial Corp • National commercial banks
BETWEENGuarantee Agreement • March 31st, 1998 • Providian Financial Corp • Short-term business credit institutions • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 1st, 2002 • Providian Financial Corp • National commercial banks • Delaware
EMPLOYMENT AGREEMENT (the "Agreement") dated as of November 25th, 2001 (the "Effective Date"), between Providian Financial Corporation, a Delaware corporation (the "Company"), and Joseph W. Saunders (the "Executive").
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • June 9th, 2005 • Providian Financial Corp • National commercial banks • Delaware
AMENDMENT NO. 2 (the “Amendment”), dated as of June 5, 2005, to the Rights Agreement, dated as of June 1, 1997 (as amended on February 17, 1999, the “Rights Agreement”), between Providian Financial Corporation, a Delaware corporation (the “Company”), and EquiServe, Inc. and EquiServe Trust Company, N.A. as successors-in-interest to First Chicago Trust Company of New York, as Rights Agent (the “Rights Agent”).
PROVIDIAN FINANCIAL CORPORATION as Issuer and (as successor trustee to Bank One Trust Company, N.A. and The First National Bank of Chicago) as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of March 19, 2004 Supplement to Indenture dated as of May 1,...Fourth Supplemental Indenture • March 19th, 2004 • Providian Financial Corp • National commercial banks
