PROVIDIAN FINANCIAL CORPORATION
                             1997 STOCK OPTION PLAN
                                   UK SUB-PLAN

                                       and

                             FIRST AMENDMENT TO THE
                         PROVIDIAN FINANCIAL CORPORATION
                             1997 STOCK OPTION PLAN
                     (As Amended and Restated June 4, 1997)



                           As adopted on May 11, 1999


1.   Article 1: Background and Purpose

1.1  The  Providian  Financial  Corporation  1997 Stock Option Plan  ("Plan") as
     amended  and  restated on June 4, 1997 was  adopted  and is  maintained  by
     Providian Financial Corporation ("Company").

1.2  This document  constitutes  the additional  provisions  (the "UK Sub-Plan")
     that are to be read in  conjunction  with the  Plan and are  applicable  to
     those  Participants  under the Plan who are liable to Schedule E income tax
     in the United  Kingdom.  This UK Sub-Plan was adopted by the Company on May
     11, 1999, as an amendment to the Plan.

1.3  The purpose of this UK  Sub-Plan is to advance the  interest of the Company
     by enabling it and its  operating  companies to attract and retain the best
     available  personnel for  positions of  substantial  responsibility  in the
     United  Kingdom and to provide key  directors  and employees of the Company
     and its operating companies, in the United Kingdom, with an opportunity for
     investment in the Company;  thereby giving them an additional  incentive to
     increase  their  efforts on behalf of the long term  success of the Company
     and its operating companies.

2.   Article 2: Definition and Construction

2.1  All terms used in this UK Sub-Plan shall have the meaning  ascribed to them
     in the Plan,  and if not defined in the Plan,  shall be given their  normal
     and ordinary meaning except that:

     (a)  "Employee"  shall mean an  individual  who is a full-time or part-time
          employee of the Company or a subsidiary,  including an employee who is
          also a member of the Board, who in any such case is liable to Schedule
          E income tax in the United Kingdom.

     (b)  "NQSOs" shall mean a United  Kingdom share option scheme which has not
          received  the  approval  of the Inland  Revenue  for the  purposes  of
          Section 185 Income and Corporation Taxes Act 1988.

     (c)  "UK Sub-Plan" shall mean the provisions  contained  herein to be known
          as the  Providian  Financial  Corporation  1997 Stock  Option  Plan UK
          Sub-Plan, as the same may be amended from time to time.

2.2  Any references to the ISOs in the Plan shall be ignored for the purposes of
     this UK Sub-Plan.

3.   Article 3: Incorporation of Plan

This  UK  Sub-Plan  shall  be  ancillary  and  secondary  to the  Plan,  and the
provisions of this UK Sub-Plan shall be applicable to any Participant who has or
shall have a liability to United Kingdom Schedule E income tax in respect of his
or her Option,  in which case the  provisions of this UK Sub-Plan  shall equally
apply as well as the  provisions of the Plan under which the Option was granted.
For the avoidance of doubt,  this UK Sub-Plan does not apply to any Participants
who do not have a United  Kingdom  Schedule E income tax liability in respect of
their Option.

4.       Article 4: Withholding

4.1  A Participant  shall  indemnify and keep  indemnified,  the Company and any
     subsidiaries  of the  Company  (collectively  the  "Group"),  on  demand in
     respect  of  any  income  tax  or  primary   Class  I  National   Insurance
     contribution  for which any such company is liable to account to the Inland
     Revenue under the  Pay-As-You-Earn  ("PAYE")  system and for which it would
     not have been liable to account but for the Participant's  participation in
     the Plan (save to the extent that any such  company  has already  recovered
     any such income tax or National  Insurance  contribution by deduction under
     the PAYE system).

4.2  Any company in the Group  shall be  entitled,  if it wishes,  to deduct and
     retain any  amount to which it is  entitled  under this  Article 4 from any
     payment which is due from it to the Participant.

4.3  The Company  (in its own right and as trustee for any other  company in the
     Group)  shall have a lien over any Shares,  whether  fully or partly  paid,
     which have been issued,  or are to be issued,  to a Participant as security
     for an amount to which any  company  in the Group is  entitled  under  this
     Article 4 from the  Participant.  The Company shall be entitled to register
     in the names of such  nominee  for the  Participant  as the  Company  shall
     direct such  number of shares to be issued  upon  exercise of the Option as
     the  Company  determines  will have  sufficient  value,  after  taking into
     account any  expenses of sale,  to cover any amount  under this  Article 4,
     such  shares  (the  "Indemnity  Shares")  to be held by the  nominee on the
     following basis:

     4.3.1     if the  Participant  makes full payment of any sum due under this
               Article 4 within 30 days of written demand therefor being made by
               the Company,  the Indemnity  Shares shall be re-registered in the
               Participant's name; and

     4.3.2     if the Participant does not make payment as specified above, then
               the  nominee  shall be  authorised  and  instructed  to sell such
               number of the Indemnity  Shares as the Company may direct be sold
               and shall account to (a) the relevant company for the proceeds of
               sale up to the  amount  required  to  satisfy  the  Participant's
               liability  under this Article 4 and (b) the  Participant  for any
               balance of any said  proceeds  after  deducting  any  expenses of
               sale.