Takes first step to an IPO with a global restructuring

• Must solicit proxies for member approval of necessary corporate changes

Announced 6.22.07

• Press release

SEC filings

• Form S-4  6.22.07

• Company counsel: White & Case

100% spin-off of Discover Card business

• Distribution date scheduled for June 30
• Investor presentation  6.12.07

Select SEC filings

• Form 10 amendment  5.31.07
• Information statement  5.31.07

Separation agreements

• Separation and distribution agreement
• Tax sharing agreement
• Employee matters agreement
• Transition services agreement
• Trademark license agreement

Financing agreements

• Bank credit agreement ($2.5B JPMorgan)
• $800mm note offering

• Form 8-K
• Indenture
• Floating rate notes
• Senior notes
• Registration rights agreement

Employment-related

• Directors compensation plan
• Omnibus incentive plan
• Employee stock purchase plan
• Code of ethics

Sells 46% to the public in $2.4 billion offering

• Priced at $39, below $40 to $43 filing range

• But closed at $46 at end of first day of trading
• MA stock chart
• Prior to IPO, was owned by 1,400 financial institutions

• Was already an Exchange Act registrant
  because of number of shareholders
• Proceeds will largely be used to redeem Class B stock held by financial institutions
• Use of proceeds

• Company is subject to substantial litigation risks

• Including from antitrust suits over interchange fees
• See Risk factors

• IPO had been delayed because of CEO's illness
• Chairman letter   2.16.06
• CEO letter  2.16.06

Announced 8.31.05

• Press release
• Slide presentation
• Letter to shareholders

SEC filings

• Form S-1  9.15.05
• Amendment #1  11.14.05
• Amendment #2  12.05.05
• Amendment #8  5.23.06

• Underwriter: Goldman Sachs
• Company counsel: Simpson Thacher
• Underwriter counsel: Cleary Gottlieb

Proxy solicitation

• For shareholder approval of necessary corporate changes
• Definitive proxy statement  10.26.05

• Table of contents

• Preliminary proxy statement  9.15.05

Filed agreements

• Member business agreement (HSBC)
• Consumers card incentive agreement (MBNA)

6th largest card issuer buys 11th largest

• For $15 per share, $1.6 billion total
• Price subject to adjustment for a delayed closing
  to account for accrued preferred stock dividends
• Combines near-prime credit card businesses
• Metris received an SEC Wells Notice

• Troubled Deal

• Background (through 8.16.05)
• Metris was 43% owned by TH Lee

Advisors

• HSBC Finance: HSBC Securities / Wilmer Cutler
• Metris: Goldman / UBS / Dorsey & Whitney / Skadden
• TH Lee: Weil Gotshal

Announced 8.04.05

Closed 12.01.05

Agreements

• Merger agreement
• Stockholder agreement

Proxy solicitation

• Definitive proxy statement  11.08.05
• Preliminary proxy statement  8.16.05

Fairness opinions

Interim communications

Bank to acquire leading affinity card issuer for $35 billion

• Bank of America to become #1 US card issuer
• 0.5009 BAC share plus $4.125 per MBNA share
• Valued at $27.50 per share
• MBNA's stock had fallen sharply in April 2005
  as it issued a profit warning and bad 1Q 2005 earnings
• Direct merger
• MBNA CEO to get $125 million payout
• Lock-up stock option agreement used as deal protection
• Background (through 9.19.05)

Advisors

• BAC: Keefe Bruyette / Cleary Gottlieb
• MBNA: UBS / Joseph Perella / Wachtell Lipton

Announced 6.30.05

Closed 1.01.06

Proxy solicitation

Agreements

• Merger agreement
• Lock-up stock option agreement

Sale of private label credit card business

• $640 million, including assumption of securitization liabilities
• Ongoing alliance to handle future accounts
• Neiman Marcus is target of an LBO
• Deal summary

Advisors

• HSBC: In-house
• Neiman Marcus: Simpson Thacher

Announced 6.08.05

Closed 7.07.05

Agreements

• Purchase agreement
• Card program agreement
• Servicing agreement

Sale of private label credit card business

• Citibank to buy Federated, May credit card accounts
• Ongoing alliance to handle future accounts
• Federated to net $4.5 billion after-tax
• Citibank pays an 11.5% premium to acquired receivables
• Private label card businesses typically sell at 5% - 11%
• For tax purposes, a 338(h)(10) election
• Federated is merging with May Department Stores

Advisors

• Citigroup: Shearman & Sterling
• Federated: Simpson Thacher

Announced 6.02.05

SEC_CODE_REF_0090001192884

Agreements

• Purchase agreement
• Card program agreement

Bank buys credit card company

• $6.45 billion total, stock-cash merger
• Background
• 10.7x 2006 GAAP EPS
• 1.93x book value
• Providian shareholders approve  8.31.05
• Structure of merger changed for tax purposes

• From a direct merger to a subsidiary merger
• Form 8-K  9.08.05

Deal terms

Advisors

Announced 6.06.05

Closed 10.03.05

Agreements

Proxy solicitation

100% spin-off of American Express Financial Advisors

• Renamed Ameriprise Financial
• AmEx files Form 10 6.06.05 See SEC registration
• AmEx approves the spin-off 8.24.05

Announced 2.01.05

Closed 9.11.05

SEC registration

Separation agreements

Employment

Credit card company acquired banking company

• $5.3 billion, stock and cash

• Helps diversify buyer's funding sources
  by providing access to consumer deposits

• Background
• Closing delayed because of Hurricane Katrina 8.31.05

• Deal terms renegotiated because of Hurricane Katrina

• Price cut by 9%
• Expect to close in 4th quarter 2005
• Revision subject to Hibernia shareholder approval
• Joint press release  9.07.05
• Cash elections cancelled  9.08.05
• Blackout notice terminated   9.13.05
• Analyst conference call  9.15.05
• Troubled Deal

Advisors

• Capital One: CSFB / Cleary Gottlieb

• Hibernia: JP Morgan / Bear Stearns / Wachtell Lipton

Announced 3.06.05

Closed 11.16.05

Deal terms

Agreements

Proxy Solicitation

Fairness opinions

Interim communications

Industries

• Financial Services