PROVIDIAN FINANCIAL CORPORATION
                              STOCK OWNERSHIP PLAN
                                   UK SUB-PLAN

                                       and

                             FIRST AMENDMENT TO THE
                         PROVIDIAN FINANCIAL CORPORATION
                              STOCK OWNERSHIP PLAN
                     (As Amended and Restated June 23, 1998)


                           As adopted on May 11, 1999


1    Article 1: Background and Purpose

1.1  The Providian  Financial  Corporation Stock Ownership Plan ("Plan") amended
     and  restated on June 23, 1998 was adopted 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  Participants  under the Plan who are  liable  to  income  tax in the
     United  Kingdom.  This UK Sub-Plan was adopted by Providian on May 11, 1999
     as an amendment to the Plan.

1.3  The purpose of this UK Sub-Plan is to promote the growth and  profitability
     of the Company and its  subsidiaries  (the Company and its subsidiaries are
     hereinafter  collectively  referred  to  as  the  "Group")  by  encouraging
     selected Employees,  Consultants and Non-Employee  Directors working in the
     United  Kingdom  for the  Company,  to  acquire  and  retain a  proprietary
     interest in the Company.  Such  proprietary  interest  should  increase the
     personal  interest and special efforts of such persons in providing for the
     continued  success and  progress of the  business  of the  Company,  and in
     particular  its  United  Kingdom  operations,   as  well  as  providing  an
     enhancement  to attract and retain  competent  Employees,  Consultants  and
     Non-Employee Directors to the Company's United Kingdom business.

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:

     (a)  "Consultant" shall mean any person,  including an advisor,  engaged by
          the Company to render  consulting  services and who is compensated for
          such  services,  who in any such case is  liable to income  tax in the
          United Kingdom.

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

     (c)  "Non-Employee Director" shall mean a member of either (i) the Board of
          Directors or (ii) a Subsidiary  Board of Directors  who is not also an
          Employee, which in any such case is liable to income tax in the United
          Kingdom.

     (d)  "UK Sub-Plan" shall mean the provisions  contained  herein to be known
          as  the  Providian  Financial  Corporation  Stock  Ownership  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 Participant who has or
shall have a  liability  to United  Kingdom  income tax in respect of his or her
award  of  Nonrestricted  Stock  and/or  Restricted  Stock,  in  which  case the
provisions of this UK Sub-Plan  shall equally apply as well as the provisions of
the Plan under which such award was made.  For the  avoidance of doubt,  this UK
Sub-Plan  does not apply to any  Participants  who do not have a United  Kingdom
income tax  liability  in respect of their award of  Nonrestricted  Stock and/or
Restricted Stock.

4.   Article 4: Restricted Period

The  Restricted  Period  when  defined by the passage of time shall not exceed a
period of five years from the date the  Restricted  Stock is awarded  unless the
Committee expressly determines otherwise.

5.   Article 5: Withholding

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

5.2  Any company in the Group  shall be  entitled,  if it wishes,  to deduct and
     retain any  amount to which it is  entitled  under this  Article 5 from any
     payment which is due from it to the Participant.

5.3  Providian  (in its own right and as  trustee  for any other  company in the
     Group) 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 a Participant
     as  security  for an amount to which any  company in the Group is  entitled
     under this Article 5 from the Participant.  The Providian shall be entitled
     to register in the names of such nominee for the  Participant  as Providian
     shall  direct  such  number of shares to be awarded to the  Participant  as
     Providian  determines will have sufficient value, after taking into account
     any expenses of sale, to cover any amount under this Article 5, such shares
     (the "Indemnity Shares") to be held by the nominee on the following basis:

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

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

5.4  For the  avoidance of doubt,  this Article 5 shall apply in addition to the
     provisions of Article 16 of the Plan.