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                                                                    Exhibit 99.1

                           UNITED STATES OF AMERICA
                          DEPARTMENT OF THE TREASURY
                   OFFICE OF THE COMPTROLLER OF THE CURRENCY


IN THE MATTER OF:             (S)
                              (S)
PROVIDIAN NATIONAL BANK,      (S)
TILTON, NEW HAMPSHIRE         (S)
------------------------------


                                 CONSENT ORDER


     The Comptroller of the Currency of the United States of America
("Comptroller"), through his National Bank Examiner, has examined PROVIDIAN
NATIONAL BANK, Tilton, New Hampshire ("Bank").

     The Comptroller, by and through his authorized representative, and the
Bank, by and through its duly elected and acting Board of Directors ("Board"),
have executed a Stipulation and Consent to the Issuance of a Consent Order,
dated June 28, 2000 ("Stipulation and Consent"). By this Stipulation and
Consent, that is incorporated by reference, the Bank has agreed and consented to
the issuance of this Consent Order by the Comptroller.

     Pursuant to the authority vested in him by the laws and regulations of the
United States, including 12 U.S.C. (S) 484, the Federal Deposit Insurance Act,
as amended, 12 U.S.C. (S) 1818, and 12 C.F.R. (S) 7.4000, the Comptroller hereby
orders that:

                                   ARTICLE I

                           RESERVE AND PAYMENT FLOOR

     (1)  Within ten (10) days of the Settlement Date, the Bank shall reserve or
deposit into a segregated deposit account an amount not less than three hundred
million dollars ($300,000,000) ("Payment Floor").
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     (2)  Within sixty (60) days of the Settlement Date, the Bank shall reserve
or deposit into a segregated deposit account such additional amounts as are
necessary to fully fund the restitution provisions of Article II through Article
XVI of this Consent Order.

     (3)  The Bank shall make all restitution payments required by Article II
through Article XVI of this Consent Order, regardless of whether the total of
such payments exceeds the Payment Floor. If the total of such payments is less
than the Payment Floor, the Bank shall make additional payments, as required by
Article XXVI of this Consent Order, up to the amount of the Payment Floor.

     (4)  The following shall not apply against the Payment Floor:

          (a)  Any offsets permitted by Article XXVI, paragraph (16), regardless
     of when made;

          (b)  Any payments the Bank has made prior to the Settlement Date; and

          (c)  Any payments the Bank makes after the Settlement Date, unless
     expressly made pursuant to, and in conformity with, this Consent Order.

                                  ARTICLE II

                      GUARANTEED SAVINGS RATE RESTITUTION

     (1)  The Bank shall provide restitution, as required by this Article, to
all consumers who transferred balances from other creditors to the Bank pursuant
to the Guaranteed Savings Rate program during the period June 15, 1995, through
the Settlement Date, to the extent not previously refunded by the Bank. The
amount of restitution paid to each such consumer shall be based on the periodic
rate applied to each balance the consumer transferred to the Bank and each
balance transfer fee paid by the consumer, determined as follows:

          (a)  For each balance transferred to the Bank by a consumer who
     submitted Interest Rate Proof on all or some of the balances the consumer
     transferred to the Bank

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     and all such Interest Rate Proof was accepted by the Bank in calculating
     that consumer's Personalized Interest Rate that would be applied by the
     Bank to such balance, the restitution amount shall be calculated for the
     period beginning on the date the Bank first applied the Personalized
     Interest Rate to such balance and ending one year after such balance was
     transferred to the Bank, and shall equal the sum of:

               (i)  The total difference between the periodic rate finance
          charges actually charged by the Bank by application of the consumer's
          Personalized Interest Rate and attributable to the transferred balance
          each period, and the amount of periodic rate finance charges that
          would have been charged by the Bank for such period if the periodic
          rate applied to the transferred balance had been two percent (2.0%)
          lower than the weighted average periodic rate calculated from the
          Interest Rate Proof submitted to the Bank by the consumer (prior to
          any periodic rate adjustment previously made by the Bank); and

               (ii) Interest on each difference of periodic rate finance charges
          calculated in paragraph (1)(a)(i) of this Article, beginning on the
          date of the mailing of each periodic statement reflecting application
          of the consumer's Personalized Interest Rate to the transferred
          balance, and continuing through the Settlement Date, at a rate of ten
          percent (10%) per annum;

          (b)  For each balance transferred to the Bank by a consumer who
     submitted Interest Rate Proof to the Bank on all or some of the balances
     the consumer transferred to the Bank and any such Interest Rate proof was
     not accepted by the Bank in calculating that consumer's Personalized
     Interest Rate that would be applied by the Bank to such balance, the
     restitution amount shall be calculated for the period beginning on the date

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     the Bank first applied the Personalized Interest Rate to such balance and
     ending one year after such balance was transferred to the Bank, and shall
     equal the sum of:

               (i)  The total difference between the periodic rate finance
          charges actually charged by the Bank by application of the consumer's
          Personalized Interest Rate and attributable to the transferred balance
          each period, and the amount of periodic rate finance charges that
          would have been charged if the periodic rate applied to the
          transferred balance had been not greater than the weighted average
          periodic rate calculated from the Interest Rate Proof submitted by all
          consumers receiving restitution by the method described in paragraph
          (1)(a) of this Article (prior to any periodic rate adjustment
          previously made by the Bank) less two percent (2%); and

               (ii) Interest on each difference of periodic rate finance charges
          calculated in paragraph (1)(b)(i) of this Article, beginning on the
          date of the mailing of each periodic statement reflecting application
          of the consumer's Personalized Interest Rate to the transferred
          balance, and continuing through the Settlement Date, at a rate of ten
          percent (10%) per annum;

          (c)  For each balance transferred to the Bank by a consumer who
     submitted Interest Rate Proof on none of the balances the consumer
     transferred to the Bank from which the Bank could calculate that consumer's
     Personalized Interest Rate that would be applied by the Bank to such
     balance, the restitution amount shall be calculated for the period
     beginning on the date the Bank first applied a non-introductory periodic
     rate to such balance and ending one year after such balance was transferred
     to the Bank, and shall equal:

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               (i)    The total difference between the periodic rate finance
          charges actually charged by the Bank by application of the non-
          introductory periodic rate and attributable to the transferred balance
          each period, and the amount of periodic rate finance charges that
          would have been charged if the periodic rate applied to the
          transferred balance had been three percent (3.0%) lower than the
          periodic rate actually charged by the Bank;

               (ii)   Less the difference between the amount of periodic rate
          finance charges that would have been charged by the Bank by
          application of the non-introductory periodic rate first applied to
          such balance and the amount of periodic rate finance charges actually
          charged by the Bank for such period, but no more than the total of
          subparagraph (1)(c)(i) of this Article; and

               (iii)  Plus, interest on each difference of periodic rate finance
          charges calculated by subtracting the amount calculated in paragraph
          (1)(c)(ii) of this Article from the amount calculated in paragraph
          (1)(c)(i) of this Article, beginning on the date of  the mailing of
          each periodic statement reflecting application of a non-introductory
          periodic rate to the transferred balance, and continuing through the
          Settlement Date, at a rate of ten percent (10%) per annum;

          (d)  For each balance described in paragraphs (1)(a), (b) or (c) of
     this Article transferred to the Bank less than one year prior to the
     Settlement Date, the Bank shall provide restitution by the method required
     by Article XXVI only for the period(s) beginning on the date a non-
     introductory periodic rate was applied to such balance and continuing
     through the period that includes the date described in Article XXVI,
     paragraph (5). Thereafter, and continuing until one year after the date the
     balance was

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     transferred to the Bank, the Bank shall provide restitution by a credit to
     the consumer's account each period;

          (e)  For any consumer who transferred more than one balance to the
     Bank and different non-introductory periodic rates applied to different
     balances, the formulas described in paragraphs (1)(a), (1)(b) and (1)(c) of
     this Article shall be calculated based upon the non-introductory periodic
     rate applicable to each transferred balance;

          (f)  For each consumer who was charged a balance transfer fee upon
     transfer of a balance away from the Bank, the restitution amount shall be,
     in addition to any restitution required elsewhere in this Article, the sum
     of:
               (i)   The amount of each balance transfer fee; and

               (ii)  Interest on each balance transfer fee, beginning on the
          date the balance transfer fee was charged to the consumer's account
          and continuing through the Settlement Date, at a rate of ten percent
          (10%) per annum.

          (g)  Any adjustment to a periodic rate required by this Article shall
     be calculated on the basis of a one-year period.  Any adjustment to a
     periodic rate required by this Article shall mean a "difference" as that
     term is used in mathematics.  (For example, a two percent (2%) reduction
     from a periodic rate of fifteen percent (15%) is thirteen percent (13%).);
     and

          (h) "Weighted average periodic rate calculated from the Interest Rate
     Proof submitted by all consumers receiving restitution by the method
     described in paragraph (1)(a) of this Article" refers to a single average
     periodic rate, calculated from June 15, 1995 through the Settlement Date,
     and not a floating average periodic rate.

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                                  ARTICLE III

                  GUARANTEED SAVINGS RATE PROSPECTIVE RELIEF

     (1)  The Bank shall comply with the Fair Credit Reporting Act, as amended,
15 U.S.C. (S)(S) 1681-1681u, as construed in published interpretations of, and
pronouncements concerning, the Fair Credit Reporting Act by the Comptroller, the
Federal Trade Commission and the Federal Financial Institutions Examinations
Council.

     (2)  The Bank shall not make any misleading or deceptive representation,
expressly or by implication, to any consumer concerning the Guaranteed Savings
Rate program.

     (3)  The Bank shall not make any misleading or deceptive representation,
expressly or by implication, to any consumer concerning the extent of savings
that could be achieved by transferring balances to the Bank.

     (4)  Unless the Bank states the actual APR or periodic rate that would
apply, then, in addition to any other disclosures required by law or regulation,
the Bank shall, in any oral or written advertisement or solicitation, including
communications about use(s) of an existing credit account, make the additional
disclosures required by paragraph (5) of this Article if, anywhere in such
advertisement or solicitation, the Bank states:

          (a)  Any positive or negative number describing the APR, periodic
     rate, interest rate, finance charge or payment amount that applies, or
     would apply, to the account or any portion of the account; or

          (b)  That the APR, periodic rate, interest rate, finance charge or
     payment amount that applies, or would apply, to the account or any portion
     of the account, whether or not stated as a positive or negative number, is
     in any way based upon an APR, periodic rate, interest rate, finance charge
     or payment amount the consumer had been

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     charged, is being charged, or is charged in the future by another creditor
     or other creditors.

     (5)  The additional disclosures required by paragraph (4) of this Article
shall be:

          (a)  If the advertisement or solicitation represents, expressly or by
     implication, that the consumer will achieve savings through the product's
     or program's APR or periodic rate relative to the rate(s) charged by the
     consumer's existing or future creditor(s), the Bank shall clearly and
     conspicuously disclose the maximum savings, stated as a percentage
     reduction in the APR or periodic rate, achievable pursuant to the product
     or program. "Percentage reduction," as used in this paragraph, refers to a
     "difference" as that term is used in mathematics. (For example, the
     percentage reduction from fifteen percent (15%) to thirteen percent (13%)
     is two percent (2%).);

          (b)  If there is any condition or limitation on the consumer achieving
     the maximum savings disclosed in paragraph (5)(a) of this Article, the Bank
     shall clearly and conspicuously disclose the existence of such condition or
     limitation, and the Bank shall clearly and conspicuously disclose the
     maximum APR or maximum periodic rate (or maximum addition to prime rate or
     other benchmark rate, if the rate is a variable rate), stated as a
     percentage, that could apply if the consumer fails to meet such condition
     or exceeds such limitation; and

               (i)  Describe the assumptions used to calculate, conditions for,
          and limitations on, achieving the maximum savings attributable to the
          APR or periodic rate; or

               (ii) Advise the consumer how to obtain a description of the
          assumptions used to calculate, conditions for, and limitations on,
          achieving the maximum savings attributable to the APR or periodic
          rate, and that the consumer

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          should not make any final decision before obtaining and reviewing such
          information; and

          (c)  If any APR or periodic rate is subject to an introductory or
     prove-up period, or is otherwise temporary under the account terms, the
     Bank shall clearly and conspicuously disclose that the APR or periodic rate
     is a temporary rate and the length of the introductory period or the time
     such rate will expire.

     (6)  For any product or program in which the APR or periodic rate applied,
or to be applied, is determined, in whole or in part, by information supplied by
the consumer concerning the APR or periodic rate the consumer is paying, or has
paid, to other creditors, the Bank shall:

          (a)  Mail a response to the consumer within five (5) days of receipt
     of the information supplied by the consumer, and shall state clearly and
     conspicuously in that response whether the information is sufficient to
     determine the APR or periodic rate to be applied to the consumer's account,
     and the APR or periodic rate, stated as a percentage, that would apply
     based on the information supplied by the consumer; and

          (b)  If the Bank considers the information supplied by the consumer
     unsatisfactory to determine what APR or periodic rate would apply, the Bank
     shall:

               (i)  In the response required by paragraph (6)(a) of this
          Article, provide a statement to the consumer disclosing the reason(s)
          the information is considered unsatisfactory by the Bank and shall
          provide a description of the type of information the Bank typically
          considers satisfactory to determine the APR or periodic rate that
          applies or would apply; and

               (ii) Before taking any action unfavorable to such consumer,
          provide the consumer with at least thirty (30) days from the mailing
          of the response to submit additional information.

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     (7)  If the Bank would otherwise charge a fee when a balance is transferred
away from the Bank, the Bank shall allow a consumer to transfer a balance from
the Bank to another creditor without imposing that fee if the balance is
transferred within thirty (30) days of the mailing of the first periodic
statement which reflects any non-introductory rate applied to a balance or
balances previously transferred by the consumer to the Bank. The Bank shall
clearly and conspicuously disclose this provision as an account term, and on
such periodic statement.

     (8)  In any advertisement or solicitation regarding a balance transfer,
where that transfer may be subject to a balance transfer fee, the Bank shall
clearly and conspicuously disclose:

          (a)  The existence of the balance transfer fee;

          (b)  The amount of the balance transfer fee; and

          (c)  The specific circumstances under which the balance transfer fee
     may be imposed.

     (9)  The Bank shall implement the provisions of paragraphs (4) through (8)
of this Article within ninety (90) days of the Settlement Date.


                                  ARTICLE IV

                         CREDIT PROTECTION RESTITUTION

     (1)  The Bank shall make restitution, as required by this Article, to the
following consumers who were charged Credit Protection fees, during the period
June 15, 1995, through the Settlement Date:

          (a)  Any consumer who, within four (4) months of the date of the
     mailing of the periodic statement first reflecting a charge for Credit
     Protection, cancelled Credit Protection;

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          (b)  Any consumer who, within four (4) months of the date of the
     mailing of the periodic statement first reflecting a charge for Credit
     Protection, contacted the Bank and was subject to any "attempt by the Bank
     to have the consumer retain" (as that phrase is defined in Article XXIX)
     Credit Protection; and

          (c)  Any consumer who, at any time, submitted a claim to activate
     their Credit Protection benefits, and who was either unable to obtain
     Credit Protection benefits or was limited to less than eighteen (18) months
     of Credit Protection benefits, in either case on any of the following
     bases:

               (i)    Benefits were limited to the number of months the consumer
          had previously paid Credit Protection fees;

               (ii)   Benefits for involuntary unemployment could not be used
          until the consumer had paid at least three months of Credit Protection
          fees;

               (iii)  Benefits for involuntary unemployment could not be used
          if the consumer became involuntarily unemployed from a part-time job;

               (iv)   The hospitalization, sickness and disability benefits
          could not be used until after the consumer had paid at least six
          months of Credit Protection fees, if the hospitalization, sickness or
          disability were caused by a pre-existing condition;

               (v)    Benefits could not be used if the consumer's credit card
          account were not current;

               (vi)   Benefits were not available if the consumer's credit card
          account were over-limit;

               (vii)  Benefits were not available if the consumer, or any
          higher-income member of the consumer's household, made more than the
          minimum payment on

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          any credit card account (except a Bank credit card account) while
          receiving Credit Protection benefits;

               (viii) Benefits were not available if the consumer accessed any
          credit from the Bank or the consumer's other creditors while receiving
          Credit Protection benefits; or

               (ix)   Benefits were not available for involuntary unemployment
          if the consumer were self-employed.

     (2)  The amount of restitution payable by the Bank to each consumer
described in paragraph (1) of this Article shall be the sum of:

          (a)  The amount of Credit Protection fees charged to the consumer's
     account during the period June 15, 1995, through the Settlement Date and
     not previously refunded; and

          (b)  Interest, from each date Credit Protection fees were charged to
     the consumer's account and continuing through the Settlement Date, at a
     rate of ten percent (10%) per annum.

     (3)  "Cancelled" and "cancel" as used in this Article means elimination of
Credit Protection from the account with or without imposition of another fee,
migration to a different product or program that does not include Credit
Protection, or closure of the account at the request of the consumer.

                                   ARTICLE V

                     CREDIT PROTECTION PROSPECTIVE RELIEF

     (1)  The Bank shall not make any misleading or deceptive representation,
expressly or by implication, to any consumer concerning the benefits of Credit
Protection.

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     (2)  The Bank shall not make any misleading or deceptive representation,
expressly or by implication, to any consumer concerning any product or program
designed or advertised to assist consumers in the event of involuntary
unemployment, hospitalization, accident, sickness or disability ("Payment
Deferral Product").

     (3)  In all oral or written advertisements, solicitations or other
communications with consumers that promote Credit Protection or any other
Payment Deferral Product, the Bank shall clearly and conspicuously disclose
either:

          (a)  All limitations on the benefits of Credit Protection or the
     Payment Deferral Product, as applicable; or

          (b)  That the benefits of Credit Protection or the Payment Deferral
     Product, as applicable, are subject to material limitations, that the
     limitations are described in the written terms and conditions for the
     product, and that the consumer should read these limitations before
     purchasing the product.

     (4)  The Bank shall not, as a result of the activation of Credit Protection
benefits or any other Payment Deferral Product benefits, restrict or limit the
consumer's ability to use any emergency credit line on the consumer's account,
whether or not such line is part of a separate product. This shall not limit the
Bank's ability to freeze the consumer's account (other than the emergency credit
line) during the period of activation, provided that the Bank provides a clear
and conspicuous written disclosure to the consumer at or before the purchase of
Credit Protection or the Payment Deferral Product (in a manner not inconsistent
with the other provisions of this Article), and again at the time of activation
of the benefits, that activation of Credit Protection or other Payment Deferral
Product benefits will result in the Bank freezing the consumer's account, but
will not affect the consumer's ability to use any emergency credit line.

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     (5)  The Bank shall not make a sale of Credit Protection or any other
Payment Deferral Product to a consumer until the Bank has provided the consumer
with a complete description of Credit Protection or the Payment Deferral
Product. Except as provided in paragraphs (6) and (7) of this Article, the
prohibition of this paragraph includes any type of "negative-response" or
"negative-option" sale, including, but not limited to, any sale that provides
the consumer with a free review, trial, or sample period, whereby the consumer
is obligated to begin paying for the product if the consumer does not cancel the
product by the end of such period.

     (6)  The Bank may provide a consumer with a free review, trial or sample
period, without providing the consumer in advance with a complete written
description of the terms and conditions of Credit Protection or the Payment
Deferral Product if:

          (a)  The Bank clearly and conspicuously discloses to the consumer in
     advance that:

               (i)    The free review, trial or sample period is without
          obligation;

               (ii)   During such period, the Bank will provide the consumer
          with the complete terms and conditions in writing; and

               (iii)  The product will expire at the end of such period and no
          charges will be made to the consumer, unless the consumer, after
          receiving the complete written description of the product,
          affirmatively and expressly agrees to purchase the product; and

          (b)  The Bank acts in accordance with the disclosures of paragraph
     (6)(a) of this Article.

     (7)  The Bank may provide the consumer with a free review, trial or sample
period for Credit Protection or other Payment Deferral Product and may begin to
charge the consumer for

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such product at the end of that period if the consumer does not cancel the
product by the end of that period, only if:

          (a)  Prior to the solicitation offering the free review, trial or
     sample period, the Bank provides the consumer in advance with a complete
     written description of the terms and conditions of Credit Protection or the
     Payment Deferral Product;

          (b)  The Bank confirms that such description was received by the
     consumer and provides the consumer with the opportunity to ask questions;

          (c)  The Bank discloses all significant and material limitations of
     Credit Protection or the Payment Deferral Product;

          (d)  The Bank clearly and conspicuously discloses to the consumer that
     a charge will automatically be imposed by the Bank if the consumer does not
     cancel the product by the end of the period, and the amount of such charge;

          (e)  The consumer states affirmative agreement that he or she
     understands that a charge will automatically be imposed by the Bank if the
     consumer does not cancel the product by the end of the period, prior to
     agreeing to the free review, trial or sample period;

          (f)  The communications required by sections (b), (c), (d) and (e) of
     this paragraph are tape recorded and maintained by the Bank for a period of
     at least twelve (12) months after the expiration of the free review, trial
     or sample period, provided however, after one year after the Settlement
     Date, the tape recording shall be maintained for a period of nine (9)
     months, and provided further, if the Bank becomes aware of any dispute
     concerning the sale of the product to the consumer prior to the end of such
     twelve (12) or nine (9) month period, as applicable, the Bank shall
     maintain the recording until the dispute has been finally resolved; and

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          (g)  Within ten (10) days after beginning of the free review, trial or
     sample period, the Bank shall mail a written confirmation to the consumer
     that clearly and conspicuously discloses:

               (i)    The date of the telephone sale;

               (ii)   The name of the fee-based product;

               (iii)  The amount of the charge for the fee-based product;

               (iv)   The fact that the Bank will begin to charge the consumer
          at the end of the free review, trial or sample period together with
          the date the free review, trial or sample period will end;

               (v)    The consumer's right to cancel, without any charge, within
          thirty (30) days from the date of the mailing of the periodic
          statement where the charge first appears;

               (vi)   The telephone number the consumer should use to cancel the
          product; and

               (vii)  The telephone number and address of the Comptroller's
          consumer complaint staff.

     (8)  The Bank shall allow any consumer who is charged, on other than a
monthly basis, for Credit Protection or other Payment Deferral Product to cancel
such product for any reason or no reason and, in such event, shall provide the
consumer with a pro rated refund of fees.

     (9)  The Bank shall ensure that agreements for Credit Protection and other
Payment Deferral Products do not contain terms or conditions that are not
enforced by the Bank.

     (10) Except in the consumer's favor (meaning only a reduction in price
without a reduction of benefits, removal of limitations without a reduction of
benefits, or the addition of

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benefits without additional costs or limitations), the Bank shall ensure that
the agreements for Credit Protection and other Payment Deferral Products do not
provide the Bank the unilateral right to renounce or modify any of the terms or
conditions of the product under the agreement.

     (11) The Bank shall mail copies of the revised terms and conditions of
Credit Protection to all consumers currently paying for, or being provided with,
Credit Protection, with the changed terms clearly and conspicuously identified
and explained.

     (12) The Bank shall implement the provisions of paragraphs (3) through (11)
of this Article within ninety (90) days of the Settlement Date.

                                  ARTICLE VI

                 "NO ANNUAL MEMBERSHIP FEE" PROSPECTIVE RELIEF

     (1)  The Bank shall not make any misleading or deceptive representation,
expressly or by implication, to any consumer concerning credit cards represented
to require the payment of "No Annual Membership Fee." The Bank shall not
advertise or market any credit card as having "No Annual Membership Fee" or "No
Annual Fee" if the consumer is required to pay a fee in order to open or
maintain a credit card account, or the consumer is required to pay a fee for any
product, service, or membership associated with the account. The provisions of
this paragraph shall not apply to optional products that are offered in
conjunction with, or subsequent to the receipt of, a credit card, but that are
not required to be purchased in order to open or maintain the credit card
account. The provisions of this paragraph also shall not apply to one-time
application or processing fees, provided such fees are clearly and conspicuously
disclosed to the consumer.

     (2)  The Bank shall not make any misleading or deceptive representation to
any consumer concerning the fees it charges to open or maintain an account with
the Bank.

                                       17
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     (3)  Within ninety (90) days of the Settlement Date, the Bank shall ensure
that its advertising, telemarketing scripts, written solicitations, and
processes adequately disclose to the consumer all fees that are required to be
paid to the Bank in order to open or maintain an account with the Bank.  The
Bank shall ensure that:

          (a)  Any solicitation or telemarketing script that contains a
     representation of annual fees or other fees required to open or maintain an
     account shall also include:

               (i)  Clear and conspicuous disclosures of all fees required to be
          paid by the consumer in order to open or maintain an account with the
          Bank; and

               (ii) Clear and conspicuous disclosures identifying the benefits
          of an account that require the payment of fees and the amount of such
          fees; and

          (b)  Any advertisement that contains a representation of annual fees
     or other fees required to open or maintain an account shall also include a
     clear and conspicuous disclosure that other fees may be charged to open or
     maintain the account, if, in fact, other such fees may be charged by the
     Bank.

     (4)  The Bank shall not refer to a feature of an account as a "benefit" if
such feature requires payment of a fee by the consumer, provided, however, this
prohibition shall not apply if such reference includes an immediate clear and
conspicuous disclosure that the "benefit" requires payment of a fee and the
amount of the fee.

     (5)  Within ninety (90) days of the Settlement Date, for each consumer who
was automatically charged Credit Protection fees, between June 15, 1995 and the
Settlement Date, when opening an account with the Bank in response to any
advertisement, solicitation or statement which indicated that no annual
membership fee or no annual fee would be imposed on the account, and who
continues to maintain such account, the Bank shall offer the consumer the option
of:

                                       18
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          (a)  Maintaining the account with the terms adjusted so that no Credit
     Protection fees or annual fees will be required to be paid by the consumer
     to maintain the account, provided that the Bank shall not adjust any other
     account term in a manner that is unfavorable to the consumer during the
     period that the consumer continues to maintain the account, and provided
     further, that the consumer may not use the account to make new charges to
     the account so adjusted after three (3) months following the date the
     consumer elects this option (a);

          (b)  Maintaining the account on the existing terms, after affirming in
     writing that they wish to do so following receipt of the revised Credit
     Protection disclosure required by Article V of this Consent Order; or

          (c)  Being transferred to a replacement account without Credit
     Protection and without Credit Protection fees or other membership or
     regularly recurring fees of any kind except for an annual fee of fifty-nine
     dollars ($59).

     (6)  Any consumer described in paragraph (5) of this Article who does not
select one of the options described in that paragraph within ninety (90) days
after the Bank mails notification to the consumer of such options, may be
transferred to the replacement account described in paragraph (5)(c) of this
Article, provided the Bank complies with the notice requirements of Regulation
Z, 12 C.F.R. Part 226, with respect to a change in terms and the account
agreement between the consumer and the Bank permits such a change in terms.

                                  ARTICLE VII

                            REAL CHECK RESTITUTION

     (1)  The Bank shall provide restitution, as required by this Article, to
the following Consumers who opened an account with the Bank pursuant to the
Bank's "Real Check"

                                       19
<PAGE>

promotion and did not receive the maximum Real Check amount advertised or
offered. The amount of restitution to be paid to such consumers shall be
calculated as follows:

     (2)  For any consumer who transferred a balance of any amount from another
creditor to such account at the Bank, the amount of restitution shall be:

          (a)  The maximum Real Check amount advertised or offered to the
     consumer, less any Real Check amount previously paid to the consumer; and

          (b)  Interest, on the amount described in paragraph (2)(a) of this
     Article, from the date the balance was transferred to the Bank and
     continuing through the Settlement Date, at a rate of ten percent (10%) per
     annum.

     (3)  For any consumer who did not transfer a balance to such account at the
Bank, but such account incurred any periodic or Account Related Charges, the
amount of restitution shall be:

          (a)  The total amount of the periodic and other Account Related
     Charges, up to the maximum Real Check amount advertised or offered to the
     consumer, and less any Real Check amount previously paid to the consumer;
     and

          (b)  Interest, on each finance or other Account Related Charge, from
     the date of the mailing of the periodic statement first reflecting such
     charge through the Settlement Date, at a rate of ten percent (10%) per
     annum.

                                 ARTICLE VIII

                         REAL CHECK PROSPECTIVE RELIEF

     (1)  The Bank shall not make any misleading or deceptive representation to
any consumer concerning the "Real Check" promotion.

                                       20
<PAGE>

     (2)  The Bank shall not make any misleading or deceptive representation to
any consumer concerning any reward, rebate, or other promotion promising the
payment of a particular dollar amount of money to, or a specific dollar
reduction in the debt of, the consumer ("Reward Promotion").

     (3)  Within ninety (90) days of the Settlement Date, the Bank shall ensure
that its advertising, telemarketing scripts, written solicitations, and
processes adequately disclose to the consumer the specific terms of the Real
Check promotion and any other Reward Promotion.  Any solicitation, telemarketing
script or advertisement that contains a representation concerning the Real Check
or any other Reward Promotion shall also include:

          (a)  A clear and conspicuous disclosure of the dollar amount of any
     balance a consumer is required to transfer to the Bank, the APR or periodic
     rate, stated as a percentage, that would apply to the transferred balance,
     any balance transfer or other fee that might apply to the transferred
     balance, and the amount of time such balance transfer must be maintained at
     the Bank in order to qualify for a benefit under the Real Check promotion
     or any other Reward Promotion;

          (b)  A clear and conspicuous disclosure of any purchases the consumer
     must make using the account, or balances the consumer must carry on the
     account, and the APR or periodic rate, stated as a percentage, that would
     apply to those purchases or balances, in order to qualify for a benefit
     under the Real Check promotion or any other Reward Promotion; and

          (c)  A clear and conspicuous disclosure of all fees, costs or other
     requirements imposed upon the consumer in order to qualify for a benefit
     under the Real Check promotion or any other Reward Promotion.

                                       21
<PAGE>

                                  ARTICLE IX

                    SALES OF FEE-BASED PRODUCTS RESTITUTION
                         (Excluding Credit Protection)

     (1)  The Bank shall provide restitution, as required by this Article, to
the following Consumers who during the period June 15, 1995, through the
Settlement Date, were charged for any fee-based product (excluding only Credit
Protection) that was marketed through telemarketing:

          (a)  Any consumer who, within four (4) months of the date of the
     mailing of the periodic statement first reflecting a charge for the
     purchase of, or enrollment in, the fee-based product, cancelled the fee-
     based product; and

          (b)  Any consumer who, within four (4) months of the date of the
     mailing of the periodic statement first reflecting a charge for the
     purchase of, or enrollment in, the fee-based product, contacted the Bank
     and was subject to any "attempt by the Bank to have the consumer retain"
     the fee-based product, and cancelled the product at any time prior to the
     Settlement Date.

     (2)  The amount of restitution payable by the Bank to each consumer
identified in paragraph (1) of this Article shall equal the sum of:

          (a)  The total amount of fees charged to the consumer for the purchase
     of, or enrollment in, the fee-based product and not previously refunded;
     and

          (b)  Interest, from each date a fee was charged to the consumer's
     account for the purchase, or enrollment in, the fee-based product and
     continuing through the Settlement Date, at a rate of ten percent (10%) per
     annum.

                                       22
<PAGE>

                                   ARTICLE X

                SALES OF FEE-BASED PRODUCTS PROSPECTIVE RELIEF
       (Including Credit Protection and Other Payment Deferral Products)

     (1)  The Bank shall not make any misleading or deceptive representations,
either expressly or by implication, to any consumer concerning the purchase of
fee-based products, including, but not limited to Credit Protection, Credit
Connections Plus, DrivePro, Driver's Protection Plan, PricePro, and Providian
Health Advantage.

     (2)  Within ninety (90) days of the Settlement Date, the Bank shall ensure
that its advertising, telemarketing scripts, written solicitations, and
processes require explicit agreement from a consumer to purchase a fee-based
product before the Bank treats the communication with the consumer as a sale of
such product to the consumer. All written and oral communications subject to
this paragraph shall include:

          (a)  During any telephone solicitation, the Bank shall make a clear
     and conspicuous request to charge the consumer's account;

          (b)  During any telephone solicitation, the Bank shall make a clear
     and conspicuous summary of the charge, followed by a clear and conspicuous
     request that the consumer confirm that the summary is correct, and the Bank
     shall charge the account only if, after that request, the consumer
     expressly consents to purchase the product and to have the purchase charged
     to the consumer's account;

          (c)  Within ten (10) days after any telephone sale of a fee-based
     product, the Bank shall mail a written confirmation to the consumer that
     clearly and conspicuously discloses:

               (i)    The date of the telephone sale;

               (ii)   The name of the fee-based product;

               (iii)  The amount of the charge for the fee-based product;

                                       23
<PAGE>

               (iv)   The consumer's right to cancel, without any charge, within
          thirty (30) days from the date of the mailing of the periodic
          statement on which the charge first appears;

               (v)    The telephone number the consumer should use to cancel the
          product; and

               (vi)   The telephone number and address of the Comptroller's
          consumer complaint staff;

          (d)  The Bank shall, on the periodic statement where the fee-based
     product charge is first reflected, clearly and conspicuously notify the
     consumer of the consumer's right to cancel the product purchase with a
     refund of the charge within thirty (30) days;

          (e)  The Bank shall, on each periodic statement reflecting a charge
     for a fee-based product, identify the charge as a transaction; and

          (f)  In any telephone conversation in which a consumer indicates, in
     substance, that they did not authorize, did or do not want, did or do not
     need, or wish to cancel, a fee-based product, the Bank shall immediately
     agree to cancel the product without attempting to re-sell the product.
     Provided, however, if the Bank requests and receives affirmative consent
     from the consumer to provide information concerning the product, the Bank
     may, only after receiving such affirmative consent, attempt to re-sell the
     consumer the product.  Affirmative consent under this paragraph requires
     that, before initiating any attempt to re-sell, the Bank state clearly and
     conspicuously first, that the consumer has the option of immediately
     canceling the product, then that the consumer also has the option of
     receiving further information on the product, and the consumer, after being
     advised of this option, affirmatively states agreement that he or she would
     like to receive information on the product. The Bank shall immediately
     cancel the fee-based

                                       24
<PAGE>

     product unless the consumer affirmatively states agreement that he or she
     would like to receive information on the product.

                                  ARTICLE XI

                     BALANCE TRANSFERS PROSPECTIVE RELIEF

     (1)  The Bank shall not make any misleading or deceptive representations,
either expressly or by implication, to any consumer concerning balance
transfers.

     (2)  Within ninety (90) days of the Settlement Date, the Bank shall ensure
that its advertising, telemarketing scripts, written solicitations, and
processes require explicit agreement from a consumer to transfer a balance to
the Bank before the Bank treats the communication with the consumer as
authorization to transfer such balance. The communications subject to this
paragraph shall include:

          (a)  During any telephone solicitation, the Bank shall make a clear
     and conspicuous request to transfer a balance to the Bank;

          (b)  During any telephone solicitation, the Bank shall make a clear
     and conspicuous summary of the balance transfer, followed by a clear and
     conspicuous request that the consumer confirm that the summary is correct;

          (c)  Within ten (10) days after any telephone sale of a balance
     transfer, the Bank shall mail a written confirmation to the consumer that
     clearly and conspicuously discloses:

               (i)    The date of the telephone sale;

               (ii)   The amount of the balance transfer;

               (iii)  The name of the creditor from whom the balance is to be
          transferred;

                                       25
<PAGE>

               (iv)   The APR or periodic rate, stated as a percentage, that
          applies, or would apply, to the balance transfer, or the formula by
          which the APR or periodic rate will be determined, and in conformance
          with the requirements of Article III, if applicable;

               (v)    The date the balance is to be transferred to the Bank,
          which shall not be less than fifteen (15) days after the mailing of
          the notice described in paragraph (2)(c) of this Article, provided
          however, that for transactions which were not recorded as provided in
          Article XXIV, the date shall be not less than thirty (30) days after
          the telephone sale, and provided further, that if the consumer has
          previously received a notice in writing that contains the information
          required by sections (2)(c)(iv), (2)(c)(vii) and (2)(c)(ix) of this
          Article, and the consumer initiated the phone call for the purpose of
          making a balance transfer, and such call is recorded as provided in
          Article XXIV, the transfer may take place at any time after the call;

               (vi)   The right of the consumer to cancel the balance transfer,
          without any charge, if cancelled by the date the balance is to be
          transferred to the Bank;

               (vii)  The right of the consumer to transfer the balance out of
          the Bank, without any balance transfer fee, within thirty (30) days
          after the mailing of the periodic statement on which the balance
          transfer first appears, if the account terms allow a balance transfer
          fee to be charged on the transfer of a balance away from the Bank;

               (viii) The telephone number the consumer should use to cancel the
          balance transfer; and

                                       26
<PAGE>

               (ix)   The telephone number and address of the Comptroller's
          consumer complaint staff;

          (d)  If the Bank would otherwise charge a fee to transfer a balance
     away from the Bank, the Bank shall, on the periodic statement where a
     balance transfer is first reflected, clearly and conspicuously notify the
     consumer of the consumer's right to transfer the balance from the Bank to
     another creditor within thirty (30) days without any balance transfer fee
     by the Bank; and

          (e)  In any telephone conversation prior to the transfer of a balance
     in which a consumer indicates, in substance, that they did not authorize,
     did or do not want, did or do not need, or wish to cancel, a balance
     transfer, the Bank shall immediately agree to cancel the balance transfer
     without attempting to re-sell the consumer the balance transfer.  Provided,
     however, if the Bank requests and receives affirmative consent from the
     consumer to provide information concerning the benefits of a balance
     transfer, the Bank may, only after receiving such affirmative consent,
     attempt to re-sell the balance transfer. Affirmative consent under this
     paragraph requires that the Bank state clearly and conspicuously first,
     that the consumer has the option of immediately canceling the balance
     transfer, then, that the consumer also has the option of receiving
     information about the benefits of the balance transfer and the consumer,
     after being advised of this option, affirmatively states agreement that he
     or she would like to receive information on the benefits of the balance
     transfer. The Bank shall immediately cancel the balance transfer unless the
     consumer affirmatively states agreement that they would like to receive
     information on the benefits of the balance transfer.

                                       27
<PAGE>

                                  ARTICLE XII

                 LATE FEES RESTITUTION AND ACCOUNT ADJUSTMENTS

     (1)  The Bank shall provide restitution, as required by this Article, to
each Consumer who, the Bank is aware or becomes aware, during the period June
15, 1995, through the Settlement Date, was charged a late fee in connection with
a payment that was received by the Bank by the due date specified on the
consumer's periodic statement and was not previously reversed or refunded.

     (2)  The amount of restitution payable by the Bank to each consumer
described in paragraph (1) of this Article shall be the sum of:

          (a)  The total amount of late fees charged in connection with payments
     received by the Bank by the due date specified on the consumer's periodic
     statement; and

          (b)  Interest, from the date each such late fee was charged to the
     consumer's account and continuing through the Settlement Date, at a rate of
     ten percent (10%) per annum.

     (3)  For each consumer described in paragraph (1) of this Article on whose
account finance or other Account Related Charges were increased based in whole
or in part on the basis of a payment that was received by the Bank by the date
specified on the consumer's periodic statement but was treated as a late payment
by the Bank, the Bank shall:

          (a)  Within ninety (90) days of the Settlement Date, adjust such
     consumer's account to reflect the terms and conditions that would have
     applied if such payment had not been treated as a late payment by the Bank;
     and

          (b)  In addition to the restitution payable to such consumer under
     paragraph (2) of this Article, pay to such consumer the sum of:

                                       28
<PAGE>

               (i)    The difference between the total amount of finance and
          other Account Related Charges actually imposed during the period June
          15, 1995 through the Settlement Date, and the total amount of finance
          and other Account Related Charges that would have been imposed if such
          payment had not been treated as a late payment by the Bank; and

               (ii)   Interest, from the date each finance or other Account
          Related Charge was imposed and continuing through the Settlement Date,
          at a rate of ten percent (10%) per annum.

                                 ARTICLE XIII

                         LATE FEES PROSPECTIVE RELIEF

     (1)  The Bank shall not charge any consumer a late fee in connection with a
payment received by the Bank by the due date specified on the consumer's
periodic statement.

     (2)  The Bank shall continuously maintain its payment processing and
information systems to ensure that payments are promptly credited to consumers'
accounts in accordance with 12 C.F.R. (S) 226.10.  Such systems shall include a
process to monitor and evaluate all consumer complaints made to, and brought to
the attention of, the Bank.  This process shall monitor and evaluate the nature,
frequency, and other characteristics of consumer communications and, if those
communications indicate a possible systemic problem in the posting and crediting
of consumer payments, the Bank shall promptly investigate the matter and shall
determine whether its payment processing and information systems require further
revisions.

                                       29
<PAGE>

     (3)  The Bank shall strictly adhere to the provisions of 12 C.F.R. (S)
226.13 in connection with any billing error notice based upon an alleged failure
of the Bank to promptly credit a consumer's account in accordance with 12 C.F.R.
(S) 226.10.

     (4)  The Bank shall promptly reverse any late fee and shall reverse any
increased pricing and other adverse financial consequences imposed on a consumer
in connection with a payment that was received by the Bank by the due date
specified on the consumer's periodic statement but treated as a late payment by
the Bank.

     (5)  If the Bank waives or reverses a late fee, the Bank shall, at that
time, inform the consumer whether it will also waive or reverse any related
increased pricing or other adverse financial consequences.

     (6)  If the Bank has publicly announced a grace period for acceptance of
late payments as if received on time, the Bank shall not shorten that grace
period without first announcing the change in the same fashion as the grace
period was first publicly announced.

     (7)  As required by 12 C.F.R. (S) 226.25, the Bank shall maintain evidence
of its compliance with the prompt posting requirements of Regulation Z. Such
material shall include evidence that the Bank has sufficient processes to
determine whether, despite written procedures to the contrary, the Bank is
systemically failing to comply with the prompt posting requirements of
Regulation Z.

     (8)  The Bank shall implement the provisions of paragraphs (2) through (7)
of this Article within ninety (90) days of the Settlement Date.

                                       30
<PAGE>

                                  ARTICLE XIV

         PERFORMANCE BASED PRICING RESTITUTION AND ACCOUNT ADJUSTMENTS

     (1)  The Bank, as required by this Article, shall provide restitution to,
and shall make adjustments to the accounts of, each Consumer on whose account,
during the period June 15, 1995, through the Settlement Date:

          (a)  Income was recorded by the Bank as $99,999, although information
     available to the Bank indicated that the consumer's income was higher than
     $99,999;

          (b)  Finance or other Account Related Charges were increased, in whole
     or in part, due to an increase in the consumer's unsecured debt; and

          (c)  Such finance or other Account Related Charges would not have been
     increased, or would have been increased by a smaller amount, if the Bank
     had accurately recorded the consumer's income.

     (2)  To the extent not previously refunded, the amount of restitution
required under paragraph (1) of this Article shall be the sum of:

          (a)  The difference between the total amount of finance and other
     Account Related Charges actually imposed during the period June 15, 1995,
     through the Settlement Date, and the total amount of finance and other
     Account Related Charges that would have been imposed if the Bank had
     accurately recorded the consumer's income; and

          (b)  Interest, from the date each finance or other Account Related
     Charge was imposed and continuing through the Settlement Date, at a rate of
     ten percent (10%) per annum.

     (3)  For any consumer entitled to restitution pursuant to paragraph (2) of
this Article, the Bank shall, within ninety (90) days of the Settlement Date,
adjust the consumer's account to

                                       31
<PAGE>

the terms and conditions that would have applied if the Bank had accurately
recorded the consumer's income.

                                  ARTICLE XV

                 PERFORMANCE BASED PRICING PROSPECTIVE RELIEF

     (1)  The Bank shall ensure that its account agreements adequately disclose
how its performance based pricing may affect consumers.  These agreements shall
include:

          (a)  A clear and conspicuous explanation of what factors the Bank
     considers in performance based pricing; and

          (b)  If the Bank utilizes any form of debt-to-income ratios, a clear
     and conspicuous statement that the consumer should apprise the Bank of any
     increase in the consumer's income.

     (2)  If the Bank increases a consumer's finance or other Account Related
Charges based on any form of an debt-to-income ratio, the Bank shall, on the
first periodic statement where the finance or other Account Related Charges are
increased on that basis, clearly and conspicuously disclose the reason for the
increase and that the consumer should contact the Bank to update the consumer's
income information.

     (3)  If the income information submitted by any consumer pursuant to
paragraph (2) of this Article reflects a greater amount of income than the Bank
had utilized in its debt-to-income ratio calculation for that consumer, the Bank
shall recalculate the consumer's debt-to-income ratio and shall adjust the
consumer's account so that the consumer is not required to pay any greater
amount of finance or other Account Related Charges than the consumer would have
paid if the Bank had originally used the recalculated debt-to-income ratio.

                                       32
<PAGE>

     (4)  The Bank shall maintain its information systems to ensure that incomes
greater than five digits are accurately recorded.

     (5)  The Bank shall implement the provisions of paragraphs (2) through (4)
of this Article within ninety (90) days of the Settlement Date.

                                  ARTICLE XVI

            CASH ADVANCE CHECK RESTITUTION AND ACCOUNT ADJUSTMENTS

     (1)  The Bank, as required by this Article, shall provide restitution to,
and shall make adjustments to the account of, each consumer who, during the
period June 15, 1995, through the Settlement Date, negotiated a cash advance
check that contained an amount pre-printed by the Bank in excess of the amount
of credit available to the consumer at the time the check was negotiated, that
resulted in the imposition of finance or other Account Related Charges on the
basis of the consumer exceeding his or her credit limit.

     (2)  To the extent not previously refunded, the amount of restitution
required to be paid to each consumer described in paragraph (1) of this Article
shall be the sum of:

          (a)  The difference between the total amount of finance and other
     Account Related Charges actually imposed during the period June 15, 1995,
     through the Settlement Date, and the total amount of finance and other
     Account Related Charges that would have been imposed if the consumer had
     not exceeded his or her credit limit by negotiation of such cash advance
     check; and

          (b)  Interest, from the date each finance or other Account Related
     Charge was imposed and continuing through the Settlement Date, at a rate of
     ten percent (10%) per annum.

                                       33
<PAGE>

     (3)  For each consumer entitled to restitution pursuant to paragraph (2) of
this Article, the Bank shall adjust the consumer's account to the terms and
conditions that would have applied if the consumer had not exceeded their credit
limit by negotiation of the cash advance check. This adjustment shall include
any credit line increases the consumer otherwise would have been offered.

     (4)  For each consumer entitled to restitution pursuant to paragraph (2) of
this Article, the Bank shall correct any information supplied to any credit
reporting agency indicating that the consumer exceeded their credit limit by
negotiation of the cash advance check.

     (5)  The Bank shall implement the provisions of paragraphs (3) and (4) of
this Article within ninety (90) days of the Settlement Date.

                                 ARTICLE XVII

                     CASH ADVANCE CHECK PROSPECTIVE RELIEF

     (1)  If cash advance checks are sent to consumers, the Bank shall ensure
that the consumers receive adequate disclosures of the costs and limitations of
those checks.

     (2)  The Bank shall not charge any overlimit fee to, or impose any
increased pricing or other adverse financial consequences on a consumer who
exceeds their credit limit due to the negotiation of a cash advance check
containing an amount pre-printed by the Bank.

     (3)  The Bank shall not charge any returned check fee for any cash advance
check containing an amount pre-printed by the Bank that is returned by the Bank
because honoring the check would cause the consumer to exceed their credit
limit.

     (4)  The Bank shall establish a buffer so that cash advance check(s)
containing an amount pre-printed by the Bank shall together total at least five
hundred dollars ($500) less than

                                       34
<PAGE>

the cardholder's available credit, (including any line increase that would be
made available upon use of the check(s)) at the time the checks are prepared by
the Bank.

     (5)  Any cash advance check containing an amount pre-printed by the Bank
shall be sent to the consumer no later than ten (10) days after the Bank
determines the consumer's available credit pursuant to paragraph (4) of this
Article.

     (6)  The Bank shall clearly and conspicuously disclose on each cash advance
check, or on an attachment to such check, whether or not such check contains an
amount pre-printed by the Bank:

          (a)  That the check is subject to the consumer's available credit;

          (b)  A phone number by which the consumer can determine their
     available credit;

          (c)  That the Bank charges a fee when a consumer exceeds their credit
     limit and the amount of such fee, if, in fact, the Bank charges such a fee;

          (d)  That the Bank will impose a cash advance fee for negotiation of
     the check and the amount of such fee, if, in fact, the Bank charges such a
     fee;

          (e)  That the Bank will impose a credit line increase fee in
     connection with negotiation of the check and the amount of such fee, if, in
     fact, the Bank will provide the consumer with a credit line increase and
     impose a credit line increase fee upon negotiation of the check; and

          (f)  The APR or periodic rate that would apply to any balance created
     by negotiation of the cash advance check.

     (7)  The Bank shall implement the provisions of this Article within ninety
(90) days of the Settlement Date.

                                       35
<PAGE>

                                 ARTICLE XVIII

                   POTENTIAL CREDIT LIMIT PROSPECTIVE RELIEF

     (1)  Within ninety (90) days of the Settlement Date, the Bank shall ensure
that potential credit limits are adequately disclosed to consumers prior to or
simultaneously with providing the consumers with an application or otherwise
permitting the consumers to apply for a credit card or other open-end credit
account.  The disclosures required by this paragraph shall include:

          (a)  For any product or program where the entire potential credit
     limit is not available for any purpose, the Bank shall clearly and
     conspicuously disclose the potential credit limit for each of the following
     categories:

               (i)    Cash advances;

               (ii)   Purchases; and

               (iii)  Balance transfers; and

          (b)  For any product or program where the Bank applies a different
     periodic rate to different categories of charges, the Bank shall clearly
     and conspicuously disclose:

               (i)    The APR or periodic rate that applies to each category of
charges;

               (ii)   Whether the APR or periodic rate is fixed or variable for
          each category of charges; and

               (iii)  The Bank's method of applying payments to each category of
          charges.

                                       36
<PAGE>

                                  ARTICLE XIX

                  ISSUANCE OF CREDIT CARDS PROSPECTIVE RELIEF

     (1)  Within ninety (90) days of the Settlement Date, the Bank shall ensure
that its advertising, telemarketing scripts, written solicitations and processes
strictly comply with the requirements of 12 C.F.R. (S) 226.12(a). Such
advertising, telemarketing scripts, written solicitations and processes shall
permit the issuance of a Bank credit card to a consumer only after receiving an
unambiguous, affirmative request for, or agreement to apply for and receive,
that card from the consumer.

     (2)  Within one hundred eighty (180) days of the Settlement Date, the Bank
shall ensure that each periodic statement clearly and conspicuously discloses,
in a prominent manner not inconsistent with Regulation Z, 12 C.F.R. Part 226,
and no lower than one-third (1/3) from the top of the periodic statement, the
account balance outstanding on the date of the closing of the billing cycle.

                                  ARTICLE XX

                     HOME EQUITY LOANS PROSPECTIVE RELIEF

     (1)  Within ninety (90) days of the Settlement Date, the Bank shall revise
its advertising, telemarketing scripts, written solicitations and processes to
ensure adequate disclosure of its home equity loans and home equity lines of
credit.  These revisions shall include:

          (a)  A clear and conspicuous disclosure in all advertisements and
     solicitations that the product or program relates to a home equity loan or
     home equity line of credit and not a credit card account; and

          (b)  Strict compliance with 12 C.F.R. (S) 226.5b.

                                       37
<PAGE>

                                  ARTICLE XXI

                 CREDIT LINE INCREASE FEES PROSPECTIVE RELIEF

     (1)  In any advertisement or solicitation regarding a credit line increase
on an existing account, or the availability of a future credit line increase on
a new account, the Bank shall clearly and conspicuously disclose all charges and
changes in account terms resulting from acceptance of the increase, including:

          (a)  That a fee will be charged and the amount of the fee, if, in
     fact, the Bank would charge such a fee as a result of the credit line
     increase;

          (b)  That there will be an increase in the APR or periodic rate on the
     account and the new APR or periodic rate that will apply, if in fact the
     Bank will increase the APR or periodic rate as a result of the credit line
     increase; and

          (c)  That there will be an increase in the annual fee or membership
     fee and the amount of the fee, if in fact the Bank will increase such fee
     as a result of the credit line increase.

     (2)  For all accounts in which the Bank charges or may charge a fee for an
automatic credit line increase, the Bank shall:

          (a)  In the account terms, clearly and conspicuously disclose the
     amount of the fee for the credit line increase and the consumer's right to
     cancel the credit line increase within thirty (30) days with a refund of
     the fee; and

          (b)  On the periodic statement where the fee for the credit line
     increase is reflected, clearly and conspicuously disclose the consumer's
     right to cancel the credit line increase within thirty (30) days with a
     refund of the fee.

     (3)  The Bank shall implement the provisions this Article within ninety
(90) days of the Settlement Date.

                                       38
<PAGE>

                                 ARTICLE XXII

                         "NO CALL" PROSPECTIVE RELIEF

     (1)  The Bank shall maintain a centralized database identifying all
consumers who have requested that they receive no further telephone
solicitations from the Bank ("No Call List").

     (2)  During any telemarketing solicitation in which a consumer requests or
expresses a desire that the Bank make no further calls to the consumer, the Bank
shall immediately inform the consumer that the consumer has a right to be placed
on the Bank's No Call List. Consistent with this Article, the Bank shall, in
fact, place the consumer on the Bank's No Call List, and no further
telemarketing solicitations shall be made to such consumer.

     (3)  Within forty-eight (48) hours of receipt thereof, the Bank shall
distribute the consumer's No Call List request to all of its business units,
which shall thereafter comply with the consumer's request within ten (10) days
of such distribution.

     (4)  The Bank shall implement the provisions of this Article within ninety
(90) days of the Settlement Date.

                                 ARTICLE XXIII

                  INACTIVE ACCOUNT CLOSURE PROSPECTIVE RELIEF

     (1)  The Bank shall not close a consumer's account based on inactivity
unless:

          (a)  The Bank refunds any annual fees, membership fees, or fees for
     add-on products that have been charged on the account which, if the account
     remained open, would confer a benefit for any period of time beyond the
     date of the closure, pro rated for the period of time before the account is
     closed; and

                                       39
<PAGE>

          (b)  The Bank reports the closure to the credit agencies as a
     "consumer closure," or otherwise ensures that the consumer's credit rating
     is not adversely affected by the closure.

     (2)  The Bank shall submit corrected reports to the appropriate credit
reporting agencies for any consumer account closed for inactivity which had not
been reported as a "consumer closure" during the period June 15, 1995, through
the Settlement Date.

     (3)  The Bank shall implement the provisions of this Article within ninety
(90) days of the Settlement Date.


                                 ARTICLE XXIV

                 RECORDING OF TELEMARKETING PROSPECTIVE RELIEF

     (1)  For any telemarketing transaction in which the Bank sells a credit
card, balance transfer, or fee-based product, the Bank shall continue to use
reasonable efforts to tape record the "close" portion of the telephone call,
including a summary of the terms of the sale and the consumer's request or
application for the credit card, or affirmative agreement to make the balance
transfer or buy the product, as applicable.

     (2)  The Bank shall not represent to a consumer that the consumer provided
affirmative agreement to a transaction because the transaction was tape
recorded, unless the Bank has, in response to the consumer's inquiry or
complaint, reviewed the tape recording and confirmed such affirmative agreement
and does not refuse to make the tape recording available to the consumer.

     (3)  The Bank shall retain such tape recordings in a retrievable manner for
a period not less than twelve (12) months during the first year after the
Settlement Date, and thereafter shall retain such tape recordings in a
retrievable manner for a period not less than nine (9) months,

                                       40
<PAGE>

provided however, if the Bank becomes aware of any dispute concerning the sale
of the credit card, balance transfer or fee-based product to the consumer prior
to the end of such twelve (12) or nine (9) month period, as applicable, the Bank
shall maintain the recording until the dispute has been finally resolved.

     (4)  Nothing in this Article shall supersede or modify any other provision
of this Consent Order.


                                  ARTICLE XXV

                             INDIVIDUAL COMPLAINTS

     (1)  To the extent not previously resolved, the Bank shall resolve in a
reasonable manner all individual complaints of which it became aware or becomes
aware, as applicable, between June 15, 1995, through one hundred twenty (120)
days after the Settlement Date to the satisfaction of the Comptroller's consumer
complaint staff. The provisions of this paragraph require the Bank to fairly
evaluate and take appropriate action(s) to correct any actual harm caused to
consumers by the fault of the Bank, but do not require the Bank to accede to any
unreasonable demands. The Bank shall promptly provide the Comptroller's consumer
complaint staff with any materials requested concerning such complaints. Within
one hundred eighty (180) days after the Settlement Date, the Bank shall provide
the Comptroller's consumer complaint staff with a list of all complaints subject
to this paragraph and shall provide a brief description of the resolution.

     (2)  Beginning one hundred twenty (120) days after the Settlement Date and
continuing thereafter, the Bank shall continue to comply with the provisions of
paragraph (1) of this Article, except that the Bank shall not be required to
provide the Comptroller's consumer complaint staff with the list described in
the last sentence of that paragraph.

                                       41
<PAGE>

                                 ARTICLE XXVI

                               METHOD OF PAYMENT

     (1)  The Bank shall make restitution payments and other payments required
by this Consent Order in conformity with this Article.

     (2)  The Bank shall produce a list of each restitution payment to each
consumer required to be made pursuant to each Article of this Consent Order that
requires the payment of restitution ("Payment List"). Before compiling this
Payment List, the Bank shall update the addresses for all consumers to whom
restitution is owed who are no longer accountholders by conducting a standard
address search using the National Change of Address System. The Bank shall
provide the Certified Public Accounting firm described in Article XXVIII of this
Consent Order with the Payment List which shall contain all of the following
information:

          (a)  The amount of each payment;

          (b)  The name, mailing address and Bank account number of the consumer
     to whom the payment is required to be made;

          (c)  The Article number pursuant to which payment is required; and

          (d)  Whether the consumer will be paid by offset pursuant to paragraph
     (16) of this Article.

     (3)  The Bank shall use reasonable efforts to provide a complete or partial
Payment List to the Certified Public Accounting firm within thirty (30) days of
the Settlement Date. In any event, the Bank shall provide a complete Payment
List to the Certified Public Accounting firm no later than sixty (60) days of
the Settlement Date.

                                       42
<PAGE>

     (4)  The Bank shall pay interest, in addition to any other interest
required by this Consent Order, on each payment for which the information
required by paragraph (2) of this Article is provided to the Certified Public
Accounting firm later than thirty (30) days after the Settlement Date. The
amount of such interest shall be calculated on the basis of the amount of the
payment, at a rate of ten percent (10%) per annum, for a period of thirty (30)
days.

     (5)  After receiving approval from the Deputy Comptroller, the Bank shall,
within ten (10) days, mail the restitution checks, in the restitution amounts
required by this Consent Order, to all consumers who are not being paid by
offset pursuant to paragraph (16) of this Article. The checks shall be made
payable to the consumers and shall be sent by United States Postal Service
first-class mail, address correction service requested. The face of the checks
shall clearly and conspicuously state "VOID IF NOT NEGOTIATED WITHIN 180 DAYS."
The checks shall be mailed in an envelope approved by the Deputy Comptroller.
Enclosed with each check shall be a letter provided by the Deputy Comptroller,
which shall be provided to the Bank within ten (10) days of the Settlement Date
and shall be in a form substantially similar to Appendix A, attached hereto. The
envelope shall contain no other materials other than those specified by this
Article.

     (6)  The Bank shall, for each consumer to whom a restitution check is
mailed update the Payment List to include:

          (a)  The restitution check number;

          (b)  The amount of the restitution check; and

          (c)  The date the restitution check was mailed.

                                       43
<PAGE>

     (7)  The Bank shall continuously update the Payment List to include the
date each restitution check is returned for any reason or the date each check
was negotiated, as applicable.

     (8)  For a period of one hundred twenty (120) days from the date the
restitution checks are mailed, the Bank shall make reasonable attempts to locate
any consumers whose restitution checks were returned for any reason.  If the
Bank has information that the consumer is deceased, the Bank shall make
reasonable efforts to pay the restitution to the consumer's estate or the
consumer's heirs, as appropriate.

     (9)  One hundred eighty-seven (187) days after the restitution checks are
mailed, the Bank shall void all checks that the Bank has been unable to deliver
to the consumer, the consumer's estate, or the consumer's heirs, or that have
not been negotiated. For each consumer whose check has been voided, the Bank
shall update the Payment List to reflect that fact and shall provide the Public
Accounting firm with the complete updated Payment List.

     (10) Within twenty (20) days after voiding the restitution checks pursuant
to paragraph (9) of this Article, the Bank shall calculate the amount of "Excess
Funds."  The amount of Excess Funds shall be calculated as follows:

          (a)  If the aggregate dollar amount of restitution checks mailed
     pursuant to paragraph (5) of this Article was less than the Payment Floor,
     the amount of Excess Funds is the sum of:

               (i)  The difference between the Payment Floor and the aggregate
          dollar amount of restitution checks mailed pursuant to paragraph (5)
          of this Article; and

                                       44
<PAGE>

                (ii)  The aggregate dollar amount of checks voided pursuant to
          paragraph (9) of this Article; or

           (b)  If the aggregate dollar amount of restitution checks mailed
     pursuant to paragraph (5) of this Article was greater than or equal to the
     Payment Floor, the amount of Excess Funds is the aggregate dollar amount of
     checks voided pursuant to paragraph (9) of this Article.

     (11)  The entire amount of Excess Funds shall be distributed to consumers
who were mailed a restitution check pursuant to paragraph (5) of this Article
and whose checks were not voided pursuant to paragraph (9) of this Article. The
amount of Excess Funds to be distributed to each such consumer shall be the same
proportion of Excess Funds as the proportion of that consumer's restitution
payment has to the aggregate dollar amount of restitution checks mailed pursuant
to paragraph (5) of this Article less the aggregate amount of checks voided
pursuant to paragraph (9) of this Article. Within twenty (20) days after voiding
the restitution checks pursuant to paragraph (9) of this Article, the Bank shall
update the Payment List to reflect the amount of Excess Funds due to each
eligible consumer, and shall provide the complete updated list to the Certified
Public Accounting firm.

     (12)  Within thirty (30) days after receiving approval from the Deputy
Comptroller, the Bank shall mail the Excess Funds checks. The Excess Funds
checks shall be payable to each consumer, and shall be sent by United States
Postal Service first-class mail, address correction service requested. The face
of the checks shall clearly and conspicuously state "VOID IF NOT NEGOTIATED
WITHIN 180 DAYS." The checks shall be mailed in an envelope approved by the
Deputy Comptroller. Enclosed with each check shall be a letter provided by the
Deputy Comptroller, which shall be provided to

                                       45
<PAGE>

the Bank within ten (10) days of the Settlement Date, and which shall be in a
form substantially similar to Appendix B, attached hereto. The envelope shall
contain no other materials other than those specified by this Article. The Bank
shall, for each consumer to whom an Excess Funds check is sent, update the
Payment List to include:

           (a)  The Excess Funds check number;

           (b)  The amount of the Excess Funds check; and

           (c)  The date the Excess Funds check was mailed.

     (13)  The Bank shall continuously update the Payment List to include the
date each Excess Funds check was returned for any reason, or the date each
Excess Funds check was negotiated, as applicable.

     (14)  One hundred eighty-seven (187) days after the Excess Funds checks are
mailed, the Bank shall void all checks that the Bank has been unable to deliver
to the consumer, the consumer's estate, or the consumer's heirs, or that have
not been negotiated. Within twenty (20) days of voiding the Excess Funds checks,
the Bank shall update the Payment List and shall provide the updated Payment
List to the Certified Public Accounting firm and shall calculate and advise the
Certified Public Accounting firm of the aggregate total of:

           (a)  The Excess Funds checks that were received by consumers but not
     negotiated; and

           (b)  The Excess Funds checks that were returned for any reason.

     (15)  The Bank shall comply with the directions of the Deputy Comptroller
concerning the disposal of the unclaimed Excess Funds.

     (16)  The Bank shall offset a restitution payment to a consumer required by
this Consent Order against amounts that have been charged off on the consumer's
account,

                                       46
<PAGE>

subject to the limitations of this paragraph. Such offset shall be limited to
charge-offs for the principal amount of charges for purchases, cash advances,
and balance transfers, incurred by the consumer, exclusive of finance, other
Account Related Charges and any fees for the purchase of, or enrollment in, Bank
fee-based products that were charged-off by the Bank. To the extent that the
restitution amount owed by the Bank to the consumer pursuant to this Consent
Order exceeds such principal amount, the Bank shall send such consumer a
restitution check pursuant to paragraph (5) of this Article, and shall otherwise
comply, as to that consumer, with paragraphs (5) through (15) of this Article.
For any offset conducted pursuant to this paragraph, the Bank shall notify the
consumer of such offset and shall make the appropriate report to the appropriate
credit reporting agencies.

     (17)  The Comptroller shall provide to the Bank the name of the Certified
Public Accounting firm and the scope of the Comptroller's engagement of the
firm.  The Comptroller shall allow five (5) days for the Bank to comment on
these matters, but shall not be bound to resolve any objections or accept any
suggestions by the Bank.

                                 ARTICLE XXVII

                    JOINT SETTLEMENT: TREATMENT OF PAYMENTS

     (1)   As a result of joint efforts, the Comptroller has entered into this
Consent Order with the Bank and the People of the State of California have
entered into a Stipulated Final Judgment with Providian Financial Corporation,
et al.

     (2)   Any payment made by the Bank pursuant to this Consent Order shall be
considered as discharging any identical payment obligation by Providian
Financial Corporation or Providian Bancorp Services pursuant to the Stipulated
Judgment.

                                       47
<PAGE>

     (3)  Any payment made by Providian Financial Corporation or Providian
Bancorp Services pursuant to the Stipulated Judgment shall be considered as
discharging any identical payment obligation by the Bank pursuant to this
Consent Order, to the extent that such payment:

          (a) Is made to a customer or previous customer of the Bank;

          (b) Is required by this Consent Order; and

          (c) Complies with all the requirements of this Consent Order.

                                ARTICLE XXVIII

                                  MONITORING

     (1)  Within thirty (30) days after the Settlement Date, the Deputy
Comptroller shall engage the services of a Certified Public Accounting firm to
monitor compliance with all provisions of this Consent Order that require
payments to consumers.  The engagement shall provide that the Deputy
Comptroller, and not the Bank, is the client of the Certified Public Accounting
firm and that the firm shall treat all information obtained as a result of the
engagement as confidential.

     (2)  The Deputy Comptroller shall require, as part of the engagement, that
the Certified Public Accounting firm:

          (a)  Provide a report that evaluates the Bank's compliance with
     paragraphs (1) and (2) of Article XXVI of this Consent Article.  The firm
     shall provide this report to the Deputy Comptroller within a reasonable
     time after receiving the Payment List from the Bank pursuant to paragraph
     (2) of Article XXVI;

          (b)  Provide a report that evaluates the Bank's compliance with
     paragraphs (3) through (9) of Article XXVI.  The firm shall provide this
     report to the Deputy

                                       48
<PAGE>

     Comptroller within a reasonable time after receiving the updated Payment
     List from the Bank pursuant to paragraph (9) of Article XXVI; and

          (c) Provide a report that evaluates the Bank's compliance with
     paragraphs (10) through (14) and paragraph (16) of Article XXVI.  The firm
     shall provide this report to the Deputy Comptroller within a reasonable
     time after being advised of the total of unclaimed Excess Funds from the
     Bank pursuant to paragraph (14) of Article XXVI.

     (3) The Bank shall make available to the Certified Public Accounting firm
all records, reports and other information necessary, in the judgment of the
firm, under the direction of the Deputy Comptroller, to accomplish full and
complete evaluation of the Bank's compliance with all provisions of this Consent
Order that require restitution payments.

     (4)  The Bank shall be responsible for all expenses associated with the
requirements of this Article, including, but not limited to, all professional
fees to the Certified Public Accounting firm.

                                 ARTICLE XXIX

                                  DEFINITIONS

The following definitions shall apply to this Consent Order:

     (1) "Account Related Charges" means all charges to an account other than
purchases, charges for fee-based products and cash advances initiated by the
consumer.  "Account Related Charges" includes all other charges, for example,
finance charges, application fees, annual membership fees, credit line increase
fees, late fees, overlimit fees and points.

     (2) "APR" means annual percentage rate, as defined in Regulation Z, 12
C.F.R. Part 226.

     (3) "Attempt by the Bank to have the consumer retain" shall mean:

                                       49
<PAGE>

          (a)  With respect to the Bank's Gold, Platinum and Capital Cash
     product, a transfer of the consumer to any retention or salvage unit; and

          (b) With respect to the Bank's Classic, Gateway and secured products,
     any transaction reported as a "salvaged" or "saved" sale (or similar term)
     in the Bank's computerized databases, provided however, that for Credit
     Protection and PricePro in the Bank's Classic product line during the
     period preceding June 1999, an "attempt by the Bank to have the consumer
     retain" shall mean any transaction where the reason for the call is
     reported in the Bank's computerized databases as "Credit Protection" or
     "PricePro" and the account notes indicate that the consumer attempted to
     cancel the product or asserted that they had not agreed to purchase the
     product.

     (4) "Clear and conspicuous" shall mean that the disclosure is readable and
reasonably understandable (or in the case of oral disclosures audible and
reasonably understandable) and designed to call attention to the nature and
significance of the information in the disclosure.  For example, if a claim as
to a feature or benefit is made in a written advertisement or solicitation, and
there is any material limitation or condition that is not disclosed in close
proximity to the claim, this clear and conspicuous standard requires that:

          (a)  The advertisement or solicitation shall contain a reference to
     the limitation, condition or cost disclosure in type of at least 10 point
     type size (other than on the outside of a direct mail envelope, where the
     text shall be in at least 8 point type size) either in close proximity to
     the claim or, if indicated by an asterisk affixed to the claim, on the page
     where the claim is stated;

          (b)  The reference shall call attention to the fact that the
     disclosure contains limitation, condition or cost information, by using the
     terms "limitation" or "condition" or "cost" or their substantial
     equivalents;

                                       50
<PAGE>

          (c)  The reference shall direct the consumer to the location of the
     disclosure, which shall be in or with the advertisement or solicitation;
     and

          (d)  The actual disclosure of limitation, condition or cost
     information shall itself be readable and reasonably understandable and
     designed to call attention to the nature and significance of the
     information in the disclosure.

These requirements would apply to situations where, for example, a claim is made
regarding the cost of a feature or benefit, but such claim is subject to
material conditions or limitations.  And where, as another example, a claim,
explicitly or by implication, indicates that a feature or benefit is without
cost, but there is a material cost for the feature or benefit.

     (5)  "Days" shall mean calendar days unless otherwise specified.

     (6)  "Deputy Comptroller" means the Deputy Comptroller for the Western
District, 50 Fremont Street, Suite 3900, San Francisco, CA 94105-2292.

     (7)  "Interest Rate Proof" shall mean the material provided, verbally or in
writing, by a consumer to the Bank which indicates the interest rate(s) the
consumer was paying to other creditors on the balance(s) transferred to the
Bank.

     (8)  "Finance charge" shall have the same meaning as that term has in
Regulation Z, 12 C.F.R.. Part 226.

     (9)  "Misleading" and "Deceptive" shall mean any act or omission that is
misleading or deceptive within the meaning of the Federal Trade Commission Act
or California Business &  Professions Code (S) 17200 or (S) 17500.

     (10) "Periodic Rate" and "periodic statement" shall have the same meaning
as those terms have in Regulation Z, 12 C.F.R. Part 226.

                                       51
<PAGE>

     (11) "Personalized Interest Rate" shall mean the non-introductory periodic
rate the Bank applied to balance(s) transferred by the consumer to the Bank
pursuant to the Guaranteed Savings Rate program.

     (12) "Settlement Date" shall mean the date the Stipulation and Consent to
the Issuance of a Consent Order and this Consent Order are signed by an
authorized representative of the Comptroller.

     (13) "Telemarketing," "telephone conversation," "telephone sale" and
"telephone solicitation" all include both calls initiated by the Bank and calls
initiated by a consumer unless specifically provided otherwise. "Telemarketing,"
"telephone conversation," "telephone sale" and "telephone solicitation" shall
not include communications conducted over the Internet.

     (14) "Written" and "writing" shall include communications over the
Internet.

                                  ARTICLE XXX

                              SCOPE OF SETTLEMENT

     (1)  It is expressly and clearly understood that if, at any time, the
Comptroller deems it appropriate in fulfilling the responsibilities placed upon
him by the several laws of the United States of America to undertake any action
affecting the Bank, nothing in this Consent Order shall in any way inhibit,
estop, bar or otherwise prevent the Comptroller from so doing.

     (2)  Any time limitations imposed by this Order shall begin to run from the
Settlement Date.  Such time limitations may be extended in writing by the Deputy
Comptroller for good cause upon written application by the Board.

     (3)  The provisions of this Consent Order are effective upon issuance of
this Consent Order by the Comptroller, through his authorized representative
whose hand appears below, and shall remain effective and enforceable, except to
the extent that, and until such time as, any

                                       52
<PAGE>

provisions of this Consent Order shall have been amended, suspended, waived, or
terminated by the Comptroller.

     IT IS SO ORDERED, this 28 day of June, 2000.

     IN TESTIMONY WHEREOF, the undersigned has hereunto set her hand:

/s/ Leann G. Britton
--------------------------
Leann G. Britton
Senior Deputy Comptroller
 For Bank Supervision Operations

                                       53
<PAGE>

                                  APPENDIX A


Dear Sir or Madam:

The enclosed check is a restitution payment from Providian.  Please cash this
                                                             ----------------
check as soon as possible.  It will be void after 180 days from the date of the
-------------------------------------------------------------------------------
check.
------

This payment to you was made possible by the joint efforts of the Office of the
Comptroller of the Currency of the United States of America ("OCC"), the San
Francisco District Attorney's Office, and the California State Attorney
General's Office.

During 1999 and earlier this year, the San Francisco District Attorney
investigated the practices of Providian Financial Corporation, Providian Bank
and Providian Bancorp Services, and the OCC investigated the practices of
Providian National Bank.  Both agencies determined that certain consumers may
have been harmed by those practices.  Providian National Bank entered into a
Consent Order with the OCC.  Providian Financial Corporation, the bank's parent
company, and Providian Bank and Providian Bancorp Services, entered into a
Stipulated Final Judgment with the People of the State of California.

As a result of these settlements, Providian agreed to make payments to consumers
who may have been harmed by its practices.  Under the terms of the settlement,
you were identified as one of the consumers who are entitled to such a payment.

If you would like to review the OCC's Consent Order with the Providian National
Bank on the Internet, you will find it at www.occ.treas.gov, or you may receive
a printed copy of the Consent Order by sending $[ ] to [address].  You may
review the People of the State of California's Stipulated Final Judgment against
Providian Financial Corporation, et al., by contacting either the San Francisco
District Attorney's Office or the California State Attorney General's Office at
www.ci.sf.ca.us/da/ or www.caag.state.ca.us.

Sincerely,


________________________________       ______________________________________
[Comptroller Representative]           [District Attorney Representative]

                                       54
<PAGE>

                                  APPENDIX B



Dear Sir or Madam:

As you may recall, several months ago you received a restitution payment from
Providian.  That payment was made possible by the joint efforts of the San
Francisco District Attorney's Office, the California State Attorney General's
Office, and the Comptroller of the Currency of the United States of America
("OCC").

During 1999 and earlier this year, the San Francisco District Attorney's Office
investigated the practices of Providian Financial Corporation, Providian Bank
and Providian Bancorp.  The OCC investigated the practices of Providian National
Bank.  As a result of a settlement, Providian agreed to create a settlement fund
for consumers who were entitled to restitution because of those practices.  You
were identified as one of the consumers who are entitled to restitution.

The enclosed check represents excess funds from the settlement fund, which have
been divided among consumers who received and cashed the first check.  Please
                                                                       ------
cash this check as soon as possible.  It will be void after 180 days from the
-----------------------------------------------------------------------------
date of the check.
------------------

If you would like to review the People of the State of California's Stipulated
Final Judgment against Providian Financial Corporation, et al., on the Internet,
contact either the San Francisco District Attorney's Office or the California
State Attorney General's Office  at www.ci.sf.ca.us/da/ or www.caag.state.ca.us.
To review the OCC's Consent Order with the Providian National Bank on the
Internet, you will find it at www.occ.treas.gov, or you may receive a printed
copy of the Consent Order by sending $[ ] to [address].

Sincerely,


__________________________________       _____________________________________
[District Attorney Representative]       [Comptroller Representative]

                                       55
<PAGE>

                           UNITED STATES OF AMERICA
                          DEPARTMENT OF THE TREASURY
                   OFFICE OF THE COMPTROLLER OF THE CURRENCY


IN THE MATTER OF:                       (S)
                                        (S)
PROVIDIAN NATIONAL BANK,                (S)
TILTON, NEW HAMPSHIRE                   (S)
----------------------------------------


                          STIPULATION AND CONSENT TO
                        THE ISSUANCE OF A CONSENT ORDER


     WHEREAS, the Comptroller of the Currency of the United States of America
("Comptroller") is the primary Federal regulator of Providian National Bank,
Tilton, New Hampshire ("Bank");

     WHEREAS, pursuant to Federal law and regulation, including 12 U.S.C. (S)
484 and 12 C.F.R. (S) 7.4000, no national bank, including the Bank, shall be
subject to any visitorial powers except as authorized by Federal law, vested in
the courts of justice or such as shall be, or have been exercised or directed by
Congress or by either House thereof or by any committee of Congress or of either
House duly authorized, except with respect to State enforcement of unclaimed
property or escheat laws;

     WHEREAS, the Comptroller, pursuant to Federal law, has the authority to
enforce State law against national banks and the Bank;

     WHEREAS, the Bank has done a substantial amount of business with consumers
throughout the United States, including in the State of California;

     WHEREAS, the Comptroller, through his National Bank Examiner, has conducted
an examination and other investigation of the Bank in order to determine whether
the Bank has complied with certain laws, rules, regulations, including the Truth
in Lending Act, Regulation Z,
<PAGE>

the Federal Trade Commission Act, and the false advertising and unfair business
practices laws of California, including California Business and Professions
Codes sections 17200 and 17500;

     WHEREAS, the Comptroller intends to charge the Bank with violations of
the Truth in Lending Act, Regulation Z, the Federal Trade Commission Act, and
the false advertising and unfair business practices laws of California,
including California Business and Professions Codes sections 17200 and 17500;

     WHEREAS, the Bank neither admits nor denies that it has violated the
provisions of the Truth in Lending Act, Regulation Z, the Federal Trade
Commission Act, or any false advertising and unfair business practices laws,
including California Business and Professions Codes sections 17200 and 17500;

     WHEREAS, the Bank, in the interest of compromise and settlement, consents
to the issuance of a Consent Order, dated June 28, 2000 ("Order"); and

     WHEREAS, the Comptroller has determined that the restitution and
prospective relief required by the Order is a suitable and equitable remedy for
the conduct which is the subject of the Order.

     NOW THEREFORE, in consideration of the above premises, the Comptroller, by
and through his authorized representative, and the Bank, by and through its duly
elected and acting Board of Directors, hereby stipulate and agree to the
following:

                                   ARTICLE I

                                 JURISDICTION

     (1) The Bank is a national banking association chartered and examined by
the Comptroller pursuant to the National Bank Act of 1864, as amended, 12 U.S.C.
(S)1 et seq.

                                       2
<PAGE>

     (2)  The Bank is an "insured bank" and an "insured depository institution"
as defined in 12 U.S.C. (S) 1813(c) and within the meaning of 12 U.S.C. (S)
1818(b).

     (3)  The Comptroller is the "appropriate Federal banking agency" regarding
the Bank, pursuant to 12 U.S.C. (S)(S) 1813(q) and 1818(b)(1).

                                  ARTICLE II

                            STIPULATION AND CONSENT

     (1)  The Bank hereby agrees and consents to the issuance of the Order by
the Comptroller. The Bank further agrees and consents that the Order shall be
deemed an "order issued with the consent of the depository institution" as
defined in 12 U.S.C. (S) 1818(h)(2), and that the Order shall become effective
upon its issuance and shall be fully enforceable by the Comptroller under the
provisions of 12 U.S.C. (S) 1818(i).

     (2)  The agreement and consent of the Bank shall not be deemed or represent
a determination on the merits of any violation of law or regulation.


                                  ARTICLE III

                                    WAIVERS

     (1)  The Bank, by entering into this Stipulation and Consent, hereby
waives:

          (a)  The issuance of a Notice of Charges pursuant to 12 U.S.C. (S)
     1818(b);

          (b)  Any and all procedural rights available in connection with the
     issuance of the Order, including any requirement that findings be made as a
     condition of the Order under 12 U.S.C. (S) 1818, and nothing in this
     Stipulation and Consent or the Order shall constitute such a finding;

                                       3
<PAGE>

          (c)  Any and all rights to seek any type of administrative or judicial
     review of the Order; and

          (d)  Any and all rights to challenge or contest the validity of the
     Order.


                                  ARTICLE IV

                               RELEASE OF CLAIMS

          (1)  The Comptroller, by entering into this Stipulation and Consent,
agrees that he shall not initiate any legal action against the Bank or any
"institution affiliated party," as defined in 12 U.S.C. (S) 1813(u), that
alleges violations of the Truth in Lending Act, Regulation Z, the Federal Trade
Commission Act, the false advertising and unfair business practices laws of
California, including California Business and Professions Codes sections 17200
and 17500, or the comparable laws of any other State, arising during the period
between June 15, 1995 and the Settlement Date out of the specific transactions
and practices that form the basis for the relief required by the Order.

          (2)  The Bank agrees that the provisions of this Stipulation and
Consent shall not inhibit, estop, bar, or otherwise prevent the Comptroller from
taking any other action affecting the Bank if, at any time, he deems it
appropriate to do so to fulfill the responsibilities placed upon him by the
several laws of the United States of America.


                                   ARTICLE V

                           MISCELLANEOUS PROVISIONS

          (1)  Nothing in this Stipulation and Consent shall be construed to be
and is not intended to imply any admission or denial by the Bank as to any fact,
issue of law, or violation of

                                       4
<PAGE>

law, nor shall compliance with the Order constitute or be construed as an
admission or denial by the Bank of any fact, finding, conclusion, issue of law,
or violation of law. The Bank's agreement to institute a practice pursuant to
this Stipulation and Consent does not constitute an admission or denial that the
Bank's practice was otherwise prior to the Settlement Date as defined in the
Order. Payments under the Order are made to compensate consumers and do not
constitute, and shall not be construed as forfeitures, fines or penalties, or
payments in lieu thereof.

     (2)  The Comptroller and the Bank acknowledge that the Bank presently
markets its products through the employees of the Bank's affiliate Providian
Bancorp Services, and agree that the obligations of the Bank under the Order
(e.g., the making of representations and disclosures to consumers in the course
of marketing the Bank's products) may be carried out by the employees of such
affiliate rather than by the employees of the Bank, without violating the Order.

     (3)  This Stipulation and Consent constitutes the entire agreement between
the Comptroller and the Bank and supersedes all prior contracts, agreements,
promises, and understandings between the Parties and any contemporaneous oral
agreements between the Parties, as they relate to the dispute described in this
Stipulation and Consent. This Stipulation and Consent may not be altered,
modified, or otherwise changed in any respect except by writing duly executed by
the Comptroller's authorized representatives and the Bank's duly authorized
representatives.

     (4)  This Stipulation and Consent may be executed in one or more
counterparts which, taken together, shall constitute one and the same document.
In the event that any of the

                                       5
<PAGE>

provisions of this Stipulation and Consent are held by a court to be
unenforceable, the validity of the other provisions shall not be adversely
affected.

     (5)  The undersigned are authorized to execute this Stipulation and
Consent on behalf of their respective parties and have read, understood and
agreed to all of the terms and conditions of this Stipulation and Consent and
the Order.

     (6)  The titles of paragraphs are inserted solely for convenience and
do not affect the construction of any provision of this Stipulation and Consent
or the Order.

     IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as his
representative, has hereunto set her hand on behalf of the Comptroller.


/s/ Leann G. Britton                         June 28, 2000
---------------------------------          -------------------
Leann G. Britton                           Date
Senior Deputy Comptroller
 for Bank Supervision Operations


     IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board
of Directors of the Bank, have hereunto set their hands on behalf of the Bank.


/s/ Shailesh J. Mehta                       June 23, 2000
----------------------------------         -------------------
Shailesh J. Mehta                          Date
Chairman of the Board of Directors


/s/ Dianne Peterson                         June 23, 2000
----------------------------------         -------------------
Dianne Peterson                            Date
Director

                                       6
<PAGE>

/s/ D. Hotchkiss                            June 23, 2000
----------------------------------         -------------------
D. Hotchkiss                               Date
Director


/s/ Janice Kitchen                          June 23, 2000
----------------------------------         -------------------
Janice Kitchen                             Date
Director


/s/ Eric O'Brien                            June 23, 2000
----------------------------------         -------------------
Eric O'Brien                               Date
Director

                                       7