PROVIDIAN FINANCIAL CORPORATION
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                                   UK SUB-PLAN

                                       and

                             FIRST AMENDMENT TO THE
                         PROVIDIAN FINANCIAL CORPORATION
                        1997 EMPLOYEE STOCK PURCHASE PLAN




                          As adopted on June 29, 1999


1.   Article 1: Background and Purpose

1.1  The Providian Financial Corporation 1997 Employee Stock Purchase Plan ("the
     Plan")  was  adopted  on August 7, 1997,  and is  maintained  by  Providian
     Financial Corporation (the "Company").

1.2  This document  constitutes  the additional  provisions  (the "UK Sub-Plan")
     that are to be read in  conjunction  with the  Plan and are  applicable  to
     those eligible employees under the Plan who are liable to income tax in the
     United  Kingdom.  This UK  Sub-Plan  is hereby  adopted  by the  Company on
     June 29, 1999 as an amendment to the Plan.

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

2.   Article 2: Definition and Construction

All terms used in this UK Sub-Plan  shall have the  meaning  ascribed to them in
the Plan,  and if not  defined  in the Plan,  shall be given  their  normal  and
ordinary  meaning except that "UK Sub-Plan" shall mean the provisions  contained
herein to be known as the Providian  Financial  Corporation  1997 Employee Stock
Purchase Plan UK Sub-Plan, as the same may be amended from time to time.

3.   Article 3: Incorporation of Plan

This  UK  Sub-Plan  shall  be  ancillary  and  secondary  to the  Plan,  and the
provisions of this UK Sub-Plan shall be applicable to any eligible  employee who
has or shall  have a  liability  to United  Kingdom  income  tax in  respect  of
remuneration  received  or  receivable  from  the  Company,  in  which  case the
provisions  of this UK  Sub-Plan  shall apply as well as the  provisions  of the
Plan.  For the  avoidance  of  doubt,  this UK  Sub-Plan  does not  apply to any
eligible  employees  who do not have a United  Kingdom  income tax  liability in
respect of remuneration received or receivable from the Company.

4.   Article 4: Withholding

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

4.2  The Company or any Affiliate shall be entitled, if it wishes, to deduct and
     retain any  amount to which it is  entitled  under this  Article 4 from any
     payment which is due from it to the eligible employee.

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

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

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

5.   Article 5: Basis of participation in the Plan

5.1  Notwithstanding any other provision of the Plan:

     5.1.1     the  Plan  shall  not form  part of any  contract  of  employment
               between the Company or any Affiliate and an eligible employee;

     5.1.2     the benefit to an eligible  employee of participation in the Plan
               shall  not  form  any  part of his  remuneration  or count as his
               remuneration for any purpose; and

     5.1.3     if an eligible  employee  ceases to be employed by the Company or
               any Affiliate,  he shall not be entitled to compensation  for the
               loss of any right or  benefit  or  prospective  right or  benefit
               under the Plan  whether by way of damages  for unfair  dismissal,
               wrongful dismissal, breach of contract or otherwise.

5.2  It is a condition of  participation  in the Plan (which is voluntary)  that
     the eligible employee agrees and accepts:

     5.2.1     the provisions of Article 5.1; and

     5.2.2     that the eligible  employee shall not be entitled to compensation
               for the loss of any value or prospective value or of any right or
               benefit  or  prospective  right  or  benefit  in  respect  of any
               Offering made or to be made under this Plan;

     and by accepting any Offering, an eligible employee shall be deemed to have
     agreed to the terms of the Plan including the terms of this UK Sub-Plan.

     In Witness  Hereof,  this UK Sub-Plan is executed  and adopted on behalf of
the Company by the  undersigned  duly  authorized  officer on the date specified
above.


                                               PROVIDIAN FINANCIAL CORPORATION




                                               By: /s/ Shailesh Mehta
                                                   ---------------------------
                                                   Shailesh Mehta
                                                   Chief Executive Officer