PROVIDIAN FINANCIAL CORPORATION $250,000,000 Principal Amount [ ]% Convertible Notes due 2008Underwriting Agreement • May 20th, 2003 • Providian Financial Corp • National commercial banks • New York
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 Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities Inc. (“J.P. Morgan”) are acting as joint lead book-running managers, $250,000,000 aggregate principal amount of its [ ]% Convertible Notes Due 2008 (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 principal amount of such Notes (the “Optional Securities,” and together with the Firm Securities, the “Securities”).
