Providian Financial Corp Watch

from 8-K ~5 pages Retainers Annual Amounts (Retainer Cycle Is June 1-May 31) Basic Retainer: (Payable in Quarterly Installments on the First Business Day of Each Quarter Beginning in June) $65,000 Committee Chair Retainer: (Payable in Quarterly Installments on the First Business Day of Each Quarter Beginning in June) Audit and Compliance $16,000 Other $12,000 Committee Membership Retainer: (Payable in Quarterly Installments on the First Business Day of Each Quarter Beginning in June) Audit and Compliance $8,000 Other $6,000 Form of Payment (Elections Must Be Made Prior to the Start of Each Annual Cycle) Cash 0-100% of the Annual Retainer (Basic, Committee Chair and Committee Membership) May Be Elected to Be Paid in Cash Without Company Stock Match Stock 25-100% of the Annual Retainer (Basic, Committee Chair and Committee Membership) May Be Elected to Be Paid in Unrestricted Company Stock, Which Will Be Matched With Restricted Stock Equal in Value to 25% of the Amount Elected to Be Paid in Unrestricted Stock. the Restricted Stock Will Vest 50% in 3 Years and 100% in 6 Years. However, if a Director Disposes of the Unrestricted Stock He or She Received as a Retainer Payment Before the Related Matching Restricted Stock Is Fully Vested, the Director Will Forfeit Any Remaining Unvested Portion of Such Related Restricted Stock. Equity Compensation (Awards Made at Beginning of Each Annual Cycle) Restricted Stock • Market Value Equal to $50,000 on the Grant Date (Based on the Average of the High and Low Prices of Providian Stock on the Date of Grant) • 2-Year Cliff Vesting Options • Black-Scholes Value Equal to $50,000 on the Grant Date • 1-Year Cliff Vesting

from 10-K 6 pages Providian Financial Corporation Non-Qualified Supplemental Defined Contribution Plan (As Amended and Restated Effective June 11, 1997) 2005 Amendment to the Providian Financial Corporation Non-Qualified Defined Contribution Plan (As Amended and Restated Effective June 11, 1997) Effective as of January 1, 2005 Providian Financial Corporation Non-Qualified Supplemental Defined Contribution Plan Amended and Restated Effective June 11, 1997 Preamble

from 10-K 2 pages 2005 Amendment to the Providian Financial Corporation Deferred Compensation Plan for Senior Executives and Directors (As Amended and Restated Effective April 1, 1999) Effective as of January 1, 2005

from 10-K 4 pages Providian Financial Corporation Management Incentive Plan

from 10-K 4 pages Restricted Stock Award Description Dated November 25, 2001 Restricted Stock Award Description Dated January 2, 2002 Amendment to Restricted Stock Award Description, Dated November 7, 2003

from 10-K 2 pages Amendment No. 1 to 2000 Stock Incentive Plan

from 8-K 2 pages Form of CEO Non-Qualified Stock Option Award Agreement Providian Financial Corporation 2000 Stock Incentive Plan Non-Qualified Stock Option Award

from 10-Q 2 pages Providian Financial Corporation 2000 Stock Incentive Plan Non-Qualified Stock Option Award

from 10-Q 2 pages Providian Financial Corporation 2000 Stock Incentive Plan Restricted Stock Grant Agreement

from 10-Q 2 pages Providian Financial Corporation 2000 Stock Incentive Plan Non-Qualified Stock Option Award

from 10-Q 2 pages Providian Financial Corporation 2000 Stock Incentive Plan Restricted Stock Grant Agreement

from 8-K 1 page Second Amendment to Executive Employment Agreement

from 8-K 5 pages First Amendment to Executive Employment Agreement

from 8-K 2 pages Providian Financial Corporation 2000 Stock Incentive Plan Restricted Stock Grant Agreement

from 8-K 1 page Second Amendment to Restricted Stock Award Description

from 8-K ~1 page Form of Stock Grant Agreement

from 10-K ~10 pages Form of Change of Control Employment Agreements Change of Control Employment Agreement

from 10-K 1 page Schedule Change of Control Employment Agreements

from 10-K ~5 pages Form of Retention Bonus Agreement

from 10-K ~10 pages Executive Employment Agreement