25
                    EMPLOYMENT AGREEMENT



      AGREEMENT  between Providian Corporation,  a  Delaware

corporation  (the "Corporation"), and Robert S.  Greer,  Jr.

(the "Executive"), dated as of the 17th day of July, 1995.

       The  Board  of  Directors  of  the  Corporation  (the

"Board"), has determined that it is in the best interests of

the  Corporation  and its shareholders to  assure  that  the

Corporation  will  have  the  continued  dedication  of  the

Executive,  notwithstanding  the  possibility,   threat   or

occurrence of a Change in Control (as defined below) of  the

Corporation.   The  Board  believes  it  is  imperative   to

diminish  the  inevitable distraction of  the  Executive  by

virtue of the personal uncertainties and risks created by  a

pending or threatened Change in Control and to encourage the

Executive's full attention and dedication to the Corporation

currently  and  in  the event of any threatened  or  pending

Change  in  Control,  and  to  provide  the  Executive  with

compensation  and  benefits arrangements upon  a  Change  in

Control  which  ensure  that the compensation  and  benefits

expectations  of the Executive will be satisfied  and  which

are   competitive   with   those  of   other   corporations.

Therefore,  in  order  to accomplish these  objectives,  the

Board  has  caused  the  Corporation  to  enter  into   this

Agreement.

     IT IS, THEREFORE, AGREED:

      1.    Certain  Definitions.  (a) The "Effective  Date"

shall  be  the  first  date during the  "Change  in  Control

Period"  (as defined in Section 1(b)) on which a  Change  in

Control (as defined in Section 2) occurs.  Anything in  this

Agreement  to the contrary notwithstanding, if a  Change  in

Control  occurs and if the Executive's employment  with  the

Corporation is terminated or the Executive ceases to  be  an

officer  of  the Corporation prior to the date  on  which  a

Change   in   Control  occurs,  and  if  it  is   reasonably

demonstrated  by  the  Executive that  such  termination  of

employment or cessation of status as an officer (i)  was  at

the  request of a third party who has taken steps reasonably

calculated to effect the Change in Control or (ii) otherwise

arose in connection with the Change in Control, then for all

purposes  of this Agreement the "Effective Date" shall  mean

the  date  immediately prior to the date of such termination

of employment or cessation of status as an officer.

      (b)   The  "Change in Control Period" shall  mean  the

period  commencing  on the date hereof  and  ending  on  the

second  anniversary  of such date; provided,  however,  that

commencing  on the date one year after the date hereof,  and

on  each annual anniversary of such date (the date one  year

after  the date hereof and each annual anniversary  of  such

date, is hereinafter referred to as the "Renewal Date"), the

Change in Control Period shall be automatically extended  so

as  to terminate two years from such Renewal Date, unless at

least  60  days  prior to the Renewal Date  the  Corporation

shall  give  notice  to the Executive  that  the  Change  in

Control Period shall not be so extended.

      2.    Change  in  Control.  For the  purpose  of  this

Agreement, a "Change in Control" shall mean:

      (a)   Any  individual,  entity or  group  (within  the

meaning  of  Section 13(d)(3) or 14(d)(2) of the  Securities

Exchange  Act  of  1934,  as amended (the  "Exchange  Act"))

becomes a beneficial owner (within the meaning of Rule 13d-3

promulgated under the Exchange Act) of 20% or more of either

(i)  the  then  outstanding shares of common  stock  of  the

Corporation (the "Outstanding Corporation Common Stock")  or

(ii)  the  combined  voting power of  the  then  outstanding

voting  securities  of  the  Corporation  entitled  to  vote

generally  in  the  election of directors (the  "Outstanding

Corporation  Voting  Securities"); provided,  however,  that

beneficial  ownership  by  any of the  following  shall  not

constitute a Change in Control:  (x) the Corporation or  any

of  its  subsidiaries,  (y) the employee  benefit  plan  (or

related trust) sponsored or maintained by the Corporation or

any  of its subsidiaries or (z) any corporation with respect

to  which,  following such acquisition, more  than  60%  of,

respectively, the then outstanding shares of common stock of

such  corporation and the combined voting power of the  then

outstanding  voting securities of such corporation  entitled

to  vote  generally  in the election of  directors  is  then

beneficially  owned,  directly  or  indirectly,  by  all  or

substantially all of the individuals and entities  who  were

the  beneficial  owners, respectively,  of  the  Outstanding

Corporation  Common Stock and Corporation Voting  Securities

immediately  prior to such acquisition in substantially  the

same  proportions as their ownership, immediately  prior  to

such  acquisition,  of  the Outstanding  Corporation  Common

Stock and Outstanding Corporation Voting Securities, as  the

case may be; or

     (b)  Individuals who, as of the date hereof, constitute

the  Board  (the "Incumbent Board") cease for any reason  to

constitute  at  least  a majority of  the  Board;  provided,

however,  that any individual becoming a director subsequent

to  the  date  hereof  whose  election,  or  nomination  for

election by the Corporation's shareholders, was approved  by

a  vote  of  at  least  a  majority of  the  directors  then

comprising the Incumbent Board shall be considered as though

such  individual were a member of the Incumbent  Board,  but

excluding,  for  this  purpose, any  such  individual  whose

initial assumption of office occurs as a result of either an

actual  or  threatened election contest (as such  terms  are

used in Rule 14a-11 of Regulation 14A promulgated under  the

Exchange Act); or

      (c)   A reorganization, merger or consolidation,  with

respect to which, in each case, all or substantially all  of

the individuals and entities who were the beneficial owners,

respectively,  of the Outstanding Corporation  Common  Stock

and  Outstanding  Corporation Voting Securities  immediately

prior  to  such  reorganization, merger or consolidation  do

not, following such reorganization, merger or consolidation,

beneficially own, directly or indirectly, more than 60%  of,

respectively,  the then outstanding shares of  common  stock

and the combined voting power of the then outstanding voting

securities  entitled to vote generally in  the  election  of

directors, as the case may be, of the corporation  resulting

from   such  reorganization,  merger  or  consolidation   in

substantially  the  same  proportions  as  their  ownership,

immediately   prior  to  such  reorganization,   merger   or

consolidation  of the Outstanding Corporation  Common  Stock

and  Outstanding Corporation Voting Securities, as the  case

may be; or

       (d)   (i)   Approval  by  the  shareholders  of   the

Corporation of a complete liquidation or dissolution of  the

Corporation or (ii) the sale or other disposition of all  or

substantially  all  of the assets of the Corporation,  other

than  to a corporation, with respect to which following such

sale  or  other disposition, more than 60% of, respectively,

the   then  outstanding  shares  of  common  stock  of  such

corporation  and  the  combined voting  power  of  the  then

outstanding  voting securities of such corporation  entitled

to  vote  generally  in the election of  directors  is  then

beneficially  owned,  directly  or  indirectly,  by  all  or

substantially all of the individuals and entities  who  were

the  beneficial  owners, respectively,  of  the  Outstanding

Corporation Common Stock and Outstanding Corporation  Voting

Securities   immediately  prior  to  such  sale   or   other

disposition  in substantially the same proportion  as  their

ownership,   immediately  prior  to  such  sale   or   other

disposition, of the Outstanding Corporation Common Stock and

Outstanding Corporation Voting Securities, as the  case  may

be.

      3.   Employment Period.  The Corporation hereby agrees

to  continue  the  Executive in its employ  for  the  period

commencing  on the Effective Date and ending on the  earlier

to  occur of (i) the fifth anniversary of such date or  (ii)

unless  the  Executive elects to continue employment  beyond

the Executive's Normal Retirement Date, the first day of the

month  coinciding  with  or next following  the  Executive's

Normal Retirement Date (the "Employment Period").

      4.   Terms of Employment.  (a)     Position of Duties.

(i)   During  the  Employ-ment Period, (A)  the  Executive's

position  (including status, offices, titles  and  reporting

requirements), authority, duties and responsibilities  shall

be  at least commensurate in all material respects with  the

most  significant of those held, exercised and  assigned  at

any  time during the 90-day period immediately preceding the

Effective  Date  and (B) unless Executive otherwise  agrees,

the  Executive's services shall be performed at the location

where  the Executive was employed immediately preceding  the

Effective Date or at any office or location less than thirty-

five (35) miles from such location.

      (ii)  During  the  Employment  Period,  and  excluding

periods of vacation and sick leave to which the Executive is

entitled,   the   Executive  agrees  to  devote   reasonable

attention  and  time  during normal business  hours  to  the

business  and affairs of the Corporation and, to the  extent

necessary to discharge the responsibilities assigned to  the

Executive  hereunder, to use reasonable efforts  to  perform

faithfully  and  efficiently  such  responsibilities.    The

Executive  may  (A) serve on corporate, civic or  charitable

boards or committees, (B) deliver lectures, fulfill speaking

engagements  or  teach at educational institutions  and  (C)

manage  personal investments, so long as such activities  do

not  significantly  interfere with the  performance  of  the

Executive's  responsibilities.  It is  expressly  understood

and  agreed that to the extent that any such activities have

been conducted by the Executive prior to the Effective Date,

such prior conduct of activities, and any subsequent conduct

of   activities  similar  in  nature  and  scope  shall  not

thereafter  be  deemed to interfere with the performance  of

the Executive's responsibilities to the Corporation.

      (b)   Compensation.   (i)  Base  Salary.   During  the

Employment  Period, the Executive shall  receive  an  annual

base salary ("Annual Base Salary"), which shall be paid at a

bi-weekly  rate,  at  least equal to  twenty-six  times  the

highest  bi-weekly  base  salary  paid  or  payable  to  the

Executive  by  the Corporation, together  with  any  of  its

affiliated   companies,  during  the   twelve-month   period

immediately preceding the month in which the Effective  Date

occurs.   During  the  Employment Period,  the  Annual  Base

Salary  shall  be reviewed at least annually  and  shall  be

increased  at  any time and from time to time  as  shall  be

substantially  consistent  with  increases  in  base  salary

awarded  in  the ordinary course of business to  other  peer

executives  of  the  Corporation and  its  affiliates.   Any

increase  in Annual Base Salary shall not serve to limit  or

reduce  any  other  obligation to the Executive  under  this

Agreement.   Annual Base Salary shall not be  reduced  after

any  such  increase  and  the term  Annual  Base  Salary  as

utilized in this Agreement shall refer to Annual Base Salary

as  so  increased.   As  used in this  Agreement,  the  term

"affiliated  companies"  includes any  company  controlling,

controlled by or under common control with the Corporation.

      (ii) Annual Bonus.  In addition to Annual Base Salary,

the  Executive shall be awarded, for each fiscal year during

the   Employment   Period,  an  annual   bonus   under   the

Corporation's Management Incentive Plan (the "Annual Bonus")

in  cash  at least equal to the average annualized (for  any

fiscal  year consisting of less than twelve full  months  or

with respect to which the Executive has been employed by the

Corporation for less than twelve full months) bonus paid  or

payable,  including  by  reason  of  any  deferral,  to  the

Executive by the Corporation and its affiliated companies in

respect of the three fiscal years immediately preceding  the

fiscal  year in which the Effective Date occurs (the "Recent

Average Bonus").  Each such Annual Bonus shall be payable in

March of the fiscal year next following the fiscal year  for

which  the  Annual  Bonus is awarded, unless  the  Executive

shall  otherwise elect to defer the receipt of  such  Annual

Bonus.

       (iii)      Long  Term  Bonus.   The  Executive  shall

participate  in  all  long-term  incentive  plans  generally

applicable  to senior management of the Corporation  and  in

any   other  long-term  plan  in  which  the  Executive   is

designated  by  the  Board to participate  (the  "Long  Term

Bonus").    In  the  event  of  termination  of  Executive's

employment  triggering compensation under  Section  6(a)  of

this  Agreement prior to expiration of any performance cycle

(the "Performance Cycle") under a longer term incentive plan

amounts  due Executive under Section 6(a) of this  Agreement

shall be determined as follows:

      (A)  during the balance of the Performance Cycle(s) in

which  the  Executive is participating at the  time  of  the

termination  of his employment, the Company or the  relevant

business  unit and any similar companies used for comparison

purposes shall be deemed to have achieved the same  rate  of

growth or change in each of the relevant factors as achieved

in  each such factor as of the end of the year in which such

termination occurs:

      (B)   using the assumptions and methods set  forth  in

clause (A) above, the amount of long-term incentive that the

Executive  would  have received at the end of  the  relevant

Performance Cycle(s) had his employment continued to the end

of such Performance Cycle(s) shall be computed; and

     (C)  the amount determined pursuant to clause (B) above

shall  be  multiplied by a fraction, the numerator of  which

shall  be  the  number  of days in the relevant  Performance

Cycle(s)  during  which the Executive was employed  and  the

denominator of which shall be the total number  of  days  in

such Performance Cycle(s).

     Payment to the Executive or his estate, as the case may

be,  of any long-term incentive award shall be made promptly

after the determination of the amount of such award.

      (iv)  Incentive, Savings and Retirement Plans.  During

the  Employment Period, the Executive shall be  entitled  to

participate in all incentive, savings and retirement  plans,

practices,  policies  and programs applicable  generally  to

other  peer executives of the Corporation and its affiliated

companies,  but  in  no event shall such  plans,  practices,

policies  and programs provide the Executive with  incentive

opportunities  (measured with respect to  both  regular  and

special incentive opportunities, to the extent, if any, that

such  distinction is applicable), savings opportunities  and

retirement   benefit  opportunities,  in  each  case,   less

favorable,  in  the  aggregate, than the most  favorable  of

those   provided  by  the  Corporation  and  its  affiliated

companies  for  the  Executive under such plans,  practices,

policies and programs as in effect at any time during the 90-

day  period immediately preceding the Effective Date  or  if

more favorable to the Executive, those provided generally at

any  time  after the Effective Date to other peer executives

of the Corporation and its affiliated companies.

      (v)   Welfare  Benefit Plans.  During  the  Employment

Period, the Executive and/or the Executive's family, as  the

case  may  be,  shall be eligible for participation  in  and

shall  receive  all  benefits under welfare  benefit  plans,

practices, policies and programs provided by the Corporation

and    its   affiliated   companies,   (including,   without

limitation,   medical,  prescription,  dental,   disability,

salary  continuance, employee life, group  life,  accidental

death  and travel accident insurance plans and programs)  to

the extent applicable generally to other peer executives  of

the  Corporation  and its affiliated companies,  but  in  no

event  shall  such plans, practices, policies  and  programs

provide   the  Executive  with  benefits  which   are   less

favorable, in the aggregate, than the most favorable of such

plans,  practices, policies and programs in effect  for  the

Executive  at any time during the 90-day period  immediately

preceding  the Effective Date or, if more favorable  to  the

Executive,  those provided generally at any time  after  the

Effective  Date to other peer executives of the  Corporation

and its affiliated companies.

      (vi)  Expenses.   During  the Employment  Period,  the

Executive  shall be entitled to receive prompt reimbursement

for  all  reasonable expenses incurred by the  Executive  in

accordance   with  the  policies  and  procedures   of   the

Corporation  and its affiliated companies in effect  at  any

time  during  the  90-day period immediately  preceding  the

Effective Date or, if more favorable to the Executive, as in

effect  at  any time thereafter with respect to  other  peer

executives of the Corporation and its affiliated companies.

      (vii)      Fringe  Benefits.   During  the  Employment

Period,  the Executive shall be entitled to fringe  benefits

in  accordance  with  the most favorable  plans,  practices,

programs  and policies of the Corporation and its affiliated

companies  in  effect at any time during the  90-day  period

immediately  preceding  the  Effective  Date  or,  if   more

favorable  to  the  Executive, as  in  effect  at  any  time

thereafter  with  respect to other peer  executives  of  the

Corporation and its affiliated companies.

       (viii)     Office  and  Support  Staff.   During  the

Employment  Period, the Executive shall be  entitled  to  an

office  or offices of a size and with furnishings and  other

appointments,  and to secretarial and other  assistance,  at

least  equal to the most favorable of the foregoing provided

to  the  Executive  at  any time during  the  90-day  period

immediately  preceding  the  Effective  Date  or,  if   more

favorable  to  the  Executive, as  in  effect  at  any  time

thereafter  with  respect to other peer  executives  of  the

Corporation and its affiliated companies.

      (ix)  Vacation.   During  the Employment  Period,  the

Executive  shall be entitled to paid vacation in  accordance

with  the  most  favorable  plans,  policies,  programs  and

practices of the Corporation and its affiliated companies as

in  effect  at any time during the 90-day period immediately

preceding  the Effective Date or, if more favorable  to  the

Executive,  as  in effect generally at any  time  thereafter

with respect to other peer executives of the Corporation and

its affiliated companies.

      5.    Termination.   (a)  Death or  Disability.   This

Agreement shall terminate automatically upon the Executive's

death.  If the Corporation determines in good faith that the

Disability   of  the  Executive  has  occurred  during   the

Employment   Period   (pursuant   to   the   definition   of

"Disability"  set  forth below), it may give  the  Executive

written  notice  in accordance with Section  12(b)  of  this

Agreement  of  its  intention to terminate  the  Executive's

employment.  In such event, the Executive's employment  with

the  Corporation shall terminate effective on the  30th  day

after  receipt  of  such  notice (the "Disability  Effective

Date"),  provided that, within 30 days after  such  receipt,

the  Executive shall fail to return to full-time performance

of  the Executive's duties.  For purposes of this Agreement,

"Disability"  means  the absence of the Executive  from  the

Executive's   duties   within  the   Corporation   for   180

consecutive business days as a result of the incapacity  due

to physical or mental illness which, after the expiration of

such  180  business  days, is determined  to  be  total  and

permanent by a physician selected by the Corporation or  its

insurers  and acceptable to the Executive or the Executive's

legal representative (such agreement to acceptability not to

be withheld unreasonably).

       (b)   Cause.   The  Corporation  may  terminate   the

Executive's  employment for "Cause."  For purposes  of  this

Agreement,  "Cause"  means  (i)  a  willful  and  continuing

failure to perform substantially the Executive's obligations

under Section 4(a) of this Agreement (other than as a result

of  the  Executive's death or Disability); or  (ii)  conduct

undertaken  by  the Executive which is demonstrably  willful

and deliberate on the Executive's part and which is intended

to  result  in  (x) substantial personal enrichment  of  the

Executive  at  the  expense  of  the  Corporation  and   (y)

substantial  injury to the Corporation; or (iii)  commitment

by the Executive of a felony involving the Corporation.

      A  termination for Cause within the meaning of  clause

(i) or (ii) shall not take effect unless:

     (A)  the Board shall have delivered a written notice to

the  Executive within 30 days of its having knowledge of one

of  the  circumstances constituting cause within the meaning

of   clause  (i)  or  (ii),  stating  which  one  of   those

circumstances has occurred;

      (B)   within 30 days of such notice, the Executive  is

permitted to respond and defend himself before the Board;

      (C)  within 15 days of the date on which the Executive

is  given  the  opportunity to respond  and  defend  himself

before  the  Board,  the  Executive has  not  remedied  such

circumstance; and

       (D)    if   the  Executive  has  not  remedied   such

circumstance as provided in subclause (C) above,  the  Board

notifies the Executive in writing that it is terminating his

employment for Cause.

      (c)  Good Reason.   The Executive's employment may  be

terminated during the Employment Period by the Executive for

Good  Reason.  For purposes of this Agreement, "Good Reason"

means:

     (i)  (A)  the assignment to the Executive of any duties

inconsistent  in  any respect with the Executive's  position

(including    status,   offices,   titles   and    reporting

requirements),  authority,  duties  or  responsibilities  as

contemplated by Section 4(a) of this Agreement  or  (B)  any

other  action  by  the  Corporation  which  results   in   a

diminution   in   such   position,  authority,   duties   or

responsibilities,  excluding for this purpose  an  isolated,

insubstantial  and inadvertent action not occurring  in  bad

faith  which  is remedied by the Corporation promptly  after

receipt of notice thereof given by the Executive;

      (ii) any failure by the Corporation to comply with any

of  the  provisions  of  Section  4(b)  of  this  Agreement,

excluding  for  this purpose an isolated, insubstantial  and

inadvertent  failure not occurring in  bad  faith  which  is

remedied by the Corporation promptly after receipt of notice

thereof given by the Executive;

      (iii)      unless the Executive otherwise agrees,  the

Corporation's  requiring the Executive to be  based  at  any

office or location other than that at which the Executive is

based at the Effective Date or within thirty-five (35) miles

of  such location, except for travel reasonably required  in

the performance of the Executive's responsibilities;

      (iv)  any purported termination by the Corporation  of

the  Executive's employment otherwise than as  permitted  by

this Agreement; or

      (v)  any failure by the Corporation to comply with and

satisfy  Section 11(c) of this Agreement provided that  such

successor  has  received  at least ten  days  prior  written

notice  from  the  Corporation  or  the  Executive  of   the

requirements of Section 11(c) of this Agreement.

      For  purposes  of this Section 5(c),  any  good  faith

determination  of "Good Reason" made by the Executive  shall

be conclusive.

      (d)   Notice of Termination.  Any termination  by  the

Corporation  for Cause or by the Executive for  Good  Reason

shall  be communicated by Notice of Termination to the other

party hereto given in accordance with Section 12(b) of  this

Agreement.   For purposes of this Agreement,  a  "Notice  of

Termination" means a written notice which (i) indicates  the

specific  termination  provision in  this  Agreement  relied

upon,   (ii)  to  the  extent  applicable,  sets  forth   in

reasonable  detail  the facts and circumstances  claimed  to

provide   a   basis  for  termination  of  the   Executive's

employment under the provision so indicated and (iii) if the

Date  of  Termination (as defined below) is other  than  the

date  of  receipt of such notice, specifies the  termination

date  (which date shall be not more than 15 days  after  the

giving of such notice).  The failure by the Executive or the

Corporation  to  set forth in the Notice of Termination  any

fact  or circumstance which contributes to a showing of Good

Reason  or  Cause shall not waive any right of the Executive

or  the  Corporation hereunder or preclude the Executive  or

the Corporation from asserting such fact or circumstance  in

enforcing  the  Executive's  or  the  Corporation's   rights

hereunder.

      (e)  Date of Termination.  "Date of Termination" means

(i)  if  the  Executive's employment is  terminated  by  the

Corporation for Cause, or by the Executive for Good  Reason,

the  date  of  receipt of the Notice of Termination  or  any

later  date specified therein, as the case may be,  (ii)  if

the  Executive's employment is terminated by the Corporation

other  than for Cause or Disability, the Date of Termination

shall  be  the  date on which the Corporation  notifies  the

Executive  of such termination and (iii) if the  Executive's

employment  is terminated by reason of death or  Disability,

the  Date of Termination shall be the date of death  of  the

Executive or the Disability Effective Date, as the case  may

be.

      6.    Obligations of the Corporation upon Termination.

(a)  Good Reason; Other Than for Cause, Death or Disability.

If,  during  the  Employment Period, the  Corporation  shall

terminate the Executive's employment other than for Cause or

Disability  or the Executive shall terminate employment  for

Good Reason:

      (i)   the Corporation shall pay to the Executive in  a

lump  sum  in  cash  within  30  days  after  the  Date   of

Termination the aggregate of the following amounts:

      A.   the sum of (1) the Executive's Annual Base Salary

through   the  Date  of  Termination  to  the   extent   not

theretofore  paid, (2) the product of (x) the  Annual  Bonus

and (y) a fraction, the numerator of which is the number  of

days  in  the  current  fiscal  year  through  the  Date  of

Termination, and the denominator of which is 365 and (3) any

compensation previously deferred by the Executive  (together

with  any  accrued  interest or earnings  thereon)  and  any

accrued  vacation  pay,  in each  case  to  the  extent  not

theretofore  paid  (the  sum of  the  amounts  described  in

clauses (1), (2) and (3) shall be hereinafter referred to as

the "Accrued Obligations"); and

     B.   the amount equal to the product of (1) two and (2)

the  sum of (x) the Executive's Annual Base Salary, (y)  the

Annual  Bonus and (z) any Long Term Bonus earned or  accrued

but not yet paid under Section 4(b)(iii); provided, however,

that such amount shall be paid in lieu of, and the Executive

hereby  waives  the right to receive, any  other  amount  of

severance  relating  to salary or bonus continuation  to  be

received by the Executive upon termination of employment  of

the   Executive   under  any  severance  plan,   policy   or

arrangement of the Corporation; and

       C.    a  separate  lump-sum  supplemental  retirement

benefit  equal  to the difference between (1) the  actuarial

equivalent   (utilizing  for  this  purpose  the   actuarial

assumptions  utilized  with  respect  to  the  Corporation's

Retirement  Plan  (or  any  successor  plan  thereto)   (the

"Retirement  Plan")  during  the 90-day  period  immediately

preceding  the Effective Date) of the benefit payable  under

the  Retirement  Plan  and  any supplemental  and/or  excess

retirement  plan providing benefits for the  Executive  (the

"SERP") which the Executive would receive if the Executive's

employment continued at the compensation level provided  for

in  Sections 4(b)(i) and 4(b)(ii) of this Agreement for  the

remainder  of  the  Employment  Period,  assuming  for  this

purpose that all accrued benefits are fully vested and  that

benefit  accrual  formulas are no less advantageous  to  the

Executive  than  those in effect during  the  90-day  period

immediately  preceding  the  Effective  Date,  and  (2)  the

actuarial   equivalent  (utilizing  for  this  purpose   the

actuarial   assumptions  utilized  with   respect   to   the

Retirement   Plan  during  the  90-day  period   immediately

preceding  the  Effective Date) of  the  Executive's  actual

benefit (paid or payable), if any, under the Retirement Plan

and the SERP;

      (ii)  for  the remainder of the Employment Period,  or

such  longer period as any plan, program, practice or policy

may  provide, the Corporation shall continue benefits to the

Executive  and/or the Executive's family at least  equal  to

those  which would have been provided to them in  accordance

with  the  plans, programs, practices and policies described

in  Section  4(b)(iv) of this Agreement if  the  Executive's

employment  had not been terminated in accordance  with  the

most favorable plans, practices, programs or policies of the

Corporation   and   its   affiliated  companies   applicable

generally to other peer executives and their families during

the  90-day period immediately preceding the Effective  Date

or,  if  more  favorable  to the  Executive,  as  in  effect

generally at any time thereafter with respect to other  peer

executives  of the Corporation and its affiliated  companies

and their families, provided, however, that if the Executive

becomes reemployed with another employer and is eligible  to

receive  medical  or  other welfare benefits  under  another

employer  provided  plan,  the  medical  and  other  welfare

benefits  described  herein  shall  be  secondary  to  those

provided under such other plan during such applicable period

of  eligibility.  For purposes of determining eligibility of

the  Executive for retiree benefits pursuant to such  plans,

practices,  programs and policies, the  Executive  shall  be

considered  to have remained employed until the end  of  the

Employment  Period and to have retired on the  last  day  of

such period; and

      (iii)      to  the  extent  not  theretofore  paid  or

provided, the Corporation shall timely pay or provide to the

Executive any other amounts or benefits required to be  paid

or  provided or which the Executive is eligible  to  receive

pursuant  to this Agreement under any plan, program,  policy

or  practice or contract or agreement of the Corporation and

its  affiliated companies (such other amounts  and  benefits

shall  be  hereinafter referred to as the "Other Benefits"),

but  excluding  solely  purposes of this  Section  6(a)(iii)

amounts  waived by the Executive pursuant to the proviso  of

Section 6(a)(i)(B).

       (b)    Death.   If  the  Executive's  employment   is

terminated   by  reason  of  the  Executive's  death,   this

Agreement shall terminate without further obligations to the

Executive's legal representatives under this Agreement other

than  for payment of the Accrued Obligations and the  timely

payment   or  provision  of  Other  Benefits.   All  Accrued

Obligations  shall  be  paid to the  Executive's  estate  or

beneficiary, as applicable, in a lump sum in cash within  30

days of the Date of Termination.  Anything in this Agreement

to  the  contrary  notwithstanding, the  Executive's  family

shall be entitled to receive benefits at least equal to  the

most favorable benefits provided by the Corporation and  any

of  its  affiliated companies to surviving families of  peer

executives of the Corporation and such affiliated  companies

under  such plans, programs, practices and policies relating

to  family death benefits, if any, as in effect at any  time

during the 90-day period immediately preceding the Effective

Date  or,  if  more  favorable to the Executive  and/or  the

Executive's family, as in effect at any time on the date  of

Executive's  death with respect to other peer executives  of

the  Corporation  and  its affiliated  companies  and  their

families.

      (c)   Disability.   If the Executive's  employment  is

terminated  by  reason of the Executive's Disability  during

the   Employment  Period,  this  Agreement  shall  terminate

without further obligations to the Executive, other than for

payment  of  Accrued Obligations and the timely  payment  or

provision of Other Benefits.  All Accrued Obligations  shall

be  paid  to the Executive in a lump sum in cash  within  30

days  of  the  Date  of Termination.  With  respect  to  the

provision  of  Other Benefits, the term  Other  Benefits  as

utilized  in  this  Section  6(c)  shall  include,  and  the

Executive  shall be entitled after the Disability  Effective

Date  to  receive,  disability and other benefits  at  least

equal  to the most favorable of those generally provided  by

the  Corporation  and its affiliated companies  to  disabled

executives  and/or  their families in accordance  with  such

plans,   programs,  practices  and  policies   relating   to

disability, if any, as in effect generally with  respect  to

other  peer executives and their families at any time during

the  90-day period immediately preceding the Effective  Date

or,   if   more  favorable  to  the  Executive  and/or   the

Executive's  family,  as in effect at  any  time  thereafter

generally  with  respect  to other peer  executives  of  the

Corporation and its affiliated companies and their families.

      (d)   Cause;  Other  than for  Good  Reason.   If  the

Executive's employment shall be terminated for Cause  during

the   Employment  Period,  this  Agreement  shall  terminate

without further obligations other than the obligation to pay

to  the  Executive Annual Base Salary through  the  Date  of

Termination  plus the amount of any compensation  previously

deferred  by  the  Executive, in each  case  to  the  extent

theretofore   not   paid.   If  the   Executive   terminates

employment   during  the  Employment  Period,  excluding   a

termination for Good Reason, this Agreement shall  terminate

without further obligations to the Executive, other than for

Accrued  Obligations and the timely payment or provision  of

Other Benefits.  In such case, all Accrued Obligations shall

be  paid  to the Executive in a lump sum in cash  within  30

days of the Date of Termination.

      7.    Non-exclusivity of Rights.  Except as  otherwise

provided  in Sections 6(a)(i)(B), 6(a)(ii) and 6(a)(iii)  of

this  Agreement, nothing in this Agreement shall prevent  or

limit the Executive's continuing or future participation  in

any  benefit,  bonus,  incentive or other  plan  or  program

provided  by  the  Corporation  or  any  of  its  affiliated

companies and for which the Executive may qualify, nor shall

anything herein limit or otherwise affect such rights as the

Executive  may  have  under  any  stock  option   or   other

agreements  with  the Corporation or any of  its  affiliated

companies.  Amounts which are vested benefits or  which  the

Executive is otherwise entitled to receive under any plan or

program   of  the  Corporation  or  any  of  its  affiliated

companies at or subsequent to the Date of Termination  shall

be payable in accordance with such plan or program.

      8.   Full Settlement.  The Corporation's obligation to

make  the  payments  provided  for  in  this  Agreement  and

otherwise to perform its obligations hereunder shall not  be

affected   by   any   circumstances,   including,    without

limitation,  any set-off, counterclaim, recoupment,  defense

or  other  right which the Corporation may have against  the

Executive  or  others.  In no event shall the  Executive  be

obligated  to seek other employment by way of mitigation  of

the  amounts  payable  to the Executive  under  any  of  the

provisions  of  this Agreement, and, except as  provided  in

Section  6(a)(ii) of this Agreement, such amounts shall  not

be  reduced  whether  or  not the  Executive  obtains  other

employment.   The  Corporation agrees to pay,  to  the  full

extent  permitted by law, all legal fees and expenses  which

the  Executive  may  reasonably incur as  a  result  of  any

contest   (regardless  of  the  outcome  thereof)   by   the

Corporation or others of the validity or enforceability  of,

or  liability under, any provision of this Agreement or  any

guarantee  of performance thereof (including as a result  of

any contest by the Executive about the amount of any payment

pursuant to this Agreement), plus in each case interest,  on

any  delayed payment at the applicable Federal rate provided

for in Section 7872(f)(2)(A) of the Internal Revenue Code of

1986, as amended (the "Code").

     9.   Certain Additional Payments by the Company.

      (a)   Anything  in  this  Agreement  to  the  contrary

notwithstanding,  in the event it shall be  determined  that

any  payment or distribution by the Company to  or  for  the

benefit  of  the  Executive  (whether  paid  or  payable  or

distributed or distributable pursuant to the terms  of  this

Agreement or otherwise, but determined without regard to any

additional  payments  required  under  this  Section  9)  (a

"Payment")  would be subject to the excise  tax  imposed  by

Section  4999  of the code or any interest or penalties  are

incurred  by the Executive with respect to such  excise  tax

(such  excise  tax,  together with  any  such  interest  and

penalties, are hereinafter collectively referred to  as  the

"Excise  Tax"),  then  the Executive shall  be  entitled  to

receive an additional payment (a "Gross-Up Payment")  in  an

amount such that after payment by the Executive of all taxes

(including any interest or penalties imposed with respect to

such taxes), including, without limitation, any income taxes

(and   any  interest  and  penalties  imposed  with  respect

thereto)  and Excise Tax imposed upon the Gross-Up  Payment,

the  Executive  retains an amount of  the  Gross-Up  Payment

equal to the Excise Tax imposed upon the Payments.

      (b)   Subject to the provisions of Section  9(c),  all

determinations  required to be made under  this  Section  9,

including  whether and when a Gross-Up Payment  is  required

and  the amount of such Gross-Up Payment and the assumptions

to  be utilized in arriving at such determination, shall  be

made   by  a  nationally  recognized  accounting  firm  (the

"Accounting  Firm") which shall provide detailed  supporting

calculations both to the Company and the Executive within 15

business  days  of the receipt of notice from the  Executive

that  there has been a Payment, or such earlier time  as  is

requested  by  the Company.  The Accounting  Firm  shall  be

jointly selected by the Company and the Executive and  shall

not,  during  the  two  years  preceding  the  date  of  its

selection,  have acted in any way on behalf of the  Company.

If the Company and the Executive cannot agree on the firm to

serve  as  the  Accounting Firm, then the  Company  and  the

Executive   shall   each  select  a  nationally   recognized

accounting firm and those two firms shall jointly  select  a

nationally  recognized  accounting  firm  to  serve  as  the

Accounting  Firm.  All fees and expenses of  the  Accounting

Firm  shall  be borne solely by the Company.   Any  Gross-Up

Payment, as determined pursuant to this Section 9, shall  be

paid by the Company to the Executive within five days of the

receipt  of  the  Accounting Firm's determination.   If  the

Accounting Firm determines that no Excise Tax is payable  by

the Executive, it shall furnish the Executive with a written

opinion  that  failure  to report  the  Excise  Tax  on  the

Executive's applicable federal income tax return  would  not

result in the imposition of a negligence or similar penalty.

Any  determination by the Accounting Firm shall  be  binding

upon  the  Company and the Executive.  As a  result  of  the

uncertainty in the application of Section 4999 of  the  Code

at  the  time of the initial determination by the Accounting

Firm  hereunder, it is possible that Gross-Up Payments which

will not have been made by the Company should have been made

("Underpayment"), consistent with the calculations  required

to  be  made  hereunder.   In the  event  that  the  Company

exhausts  its  remedies pursuant to  Section  9(c)  and  the

Executive  thereafter is required to make a payment  of  any

Excise  Tax, the Accounting Firm shall determine the  amount

of   the  Underpayment  that  has  occurred  and  any   such

Underpayment shall be promptly paid by the Company to or for

the benefit of the Executive.

      (c)  The Executive shall notify the company in writing

of  any  claim  by  the Internal Revenue  Service  that,  if

successful,  would require the payment by the Company  of  a

Gross-Up Payment.  Such notification shall be given as  soon

as practicable but no later than ten business days after the

Executive  is  informed in writing of such claim  and  shall

apprise the Company of the nature of such claim and the date

on  which such claim is requested to be paid.  The Executive

shall not pay such claim prior to the expiration of the  30-

day  period following the date on which he or she gives such

notice to the Company (or such shorter period ending on  the

date that any payment of taxes with respect to such claim is

due).   If  the  Company notifies the Executive  in  writing

prior  to  the expiration of such period that it desires  to

contest such claim, the Executive shall:

      (i)   give  the  Company  any  information  reasonably

requested by the Company relating to such claim,

      (ii)  take  such action in connection with  contesting

such  claim  as  the  Company shall  reasonably  request  in

writing  from  time to time, including, without  limitation,

accepting legal representation with respect to such claim by

an attorney reasonably selected by the Company,

      (iii)     cooperate with the Company in good faith  in

order effectively to contest such claim, and

       (iv)  permit  the  Company  to  participate  in   any

proceedings relating to such claim;

provided,  however,  that the Company  shall  bear  and  pay

directly   all  costs  and  expenses  (including  additional

interest  and  penalties) incurred in connection  with  such

contest and shall indemnify and hold the Executive harmless,

on  an  after-tax basis, for any Excise Tax  or  income  tax

(including  interest  and penalties  with  respect  thereto)

imposed  as  a result of such representation and payment  of

costs  and  expenses.  Without limitation on  the  foregoing

provisions  of this Section 9(c), the Company shall  control

all  proceedings taken in connection with such contest  and,

at  its  sole  option,  may pursue or  forego  any  and  all

administrative    appeals,   proceedings,    hearings    and

conferences  with the taxing authority in  respect  of  such

claim  and  may,  at  its  sole option,  either  direct  the

Executive  to pay the tax claimed and sue for  a  refund  or

contest  the  claim  in  any  permissible  manner,  and  the

Executive   agrees   to  prosecute   such   contest   to   a

determination before any administrative tribunal, in a court

of initial jurisdiction and in one or more appellate courts,

as  the Company shall determine; provided, however, that  if

the  Company directs the Executive to pay such claim and sue

for  a refund, the Company shall advance the amount of  such

payment  to  the  Executive, on an interest-free  basis  and

shall indemnify and hold the Executive harmless, on an after-

tax  basis,  from  any Excise Tax or income  tax  (including

interest  or  penalties with respect thereto)  imposed  with

respect  to  such  advance or with respect  to  any  imputed

income  with  respect to such advance; and further  provided

the  Executive shall not be required by the Company to agree

to  any extension of the statute of limitations relating  to

the  payment of taxes for the taxable year of the  Executive

with respect to which such contested amount is claimed to be

due   unless  such  extension  is  limited  solely  to  such

contested amount.  Furthermore, the Company's control of the

contest  shall be limited to issues with respect to which  a

Gross-Up  Payment  would  be  payable  hereunder   and   the

Executive  shall  be entitled to settle or contest,  as  the

case  may be, any other issue raised by the Internal Revenue

Service or any other taxing authority.

      (d)   If,  after  the receipt by the Executive  of  an

amount advanced by the Company pursuant to Section 9(c), the

Executive  becomes  entitled  to  receive  any  refund  with

respect to such claim, the Executive shall (subject  to  the

Company's  complying with the requirements of Section  9(c))

promptly  pay  to  the  Company the amount  of  such  refund

(together  with any interest paid or credited thereon  after

taxes  applicable thereto).  If, after the  receipt  by  the

Executive  of an amount advanced by the Company pursuant  to

Section  9(c),  a determination is made that  the  Executive

shall  not  be entitled to any refund with respect  to  such

claim  and  the  Company does not notify  the  Executive  in

writing of its intent to contest such denial of refund prior

to  the expiration of 30 days after such determination, then

such advance shall be forgiven and shall not be required  to

be  repaid  and the amount of such advance shall offset,  to

the  extent thereof, the amount of Gross-Up Payment required

to be paid.

      (e)   If, pursuant to regulations issued under Section

280G or 4999 of the Code, the Company and the Executive were

required  to make a preliminary determination of the  amount

of  an  excess parachute payment (as contemplated by Q/A  of

the  proposed regulations under Section 280G of the Code  as

issued  on May 4, 1989) and thereafter a redetermination  of

the Excise Tax is required under the applicable regulations,

the  parties shall request the Accounting Firm to make  such

redetermination.  If as a result of such redetermination  an

additional Gross-Up Payment is required, the amount  thereof

shall  be  paid by the Company to the Executive within  five

days  of the receipt of the Accounting Firm's determination.

If  the  redetermination  of the Excise  Tax  results  in  a

reduction  of the Excise Tax, the Executive shall take  such

steps  as  the  Company may reasonably direct  in  order  to

obtain  a  refund  of the excess Excise Tax  paid.   If  the

Company  determines that any suit or proceeding is necessary

or  advisable in order to obtain such refund, the provisions

of  Section 9(c) relating to the contesting of a claim shall

apply  to  the  claim  for such refund,  including,  without

limitation,  the provisions concerning legal representation,

cooperation  by the Executive, participation by the  Company

in the proceedings and indemnification by the Company.  Upon

receipt of any such refund, the Executive shall promptly pay

the amount of such refund to the Company.  If the amount  of

the  income  taxes  otherwise payable by  the  Executive  in

respect  of  the  year  in which the  Executive  makes  such

payment  to  the  Company is reduced as  a  result  of  such

payment,  the Executive shall, no later than the  filing  of

his  income  tax  return in respect of such  year,  pay  the

amount  of  such tax benefit to the Company.  In  the  event

there  is  a  subsequent redetermination of the  Executive's

income  taxes resulting in a reduction of such tax  benefit,

the  Company shall, promptly after receipt of notice of such

reduction,  pay  to  the  Executive  the  amount   of   such

reduction.   If  the Company objects to the  calculation  or

recalculation  of  the  tax benefit,  as  described  in  the

preceding two sentences, the Accounting Firm shall make  the

final   determination  of  the  appropriate   amount.    The

Executive  shall not be obligated to pay to the Company  the

amount  of any further tax benefits that may be realized  by

him  or  her as a result of paying to the Company the amount

of the initial tax benefit.

     10.  Confidential Information.  (a) The Executive shall

not,  without  the prior written consent of the Corporation,

divulge,  disclose or make accessible to any  other  person,

firm,  partnership  or  corporation  or  other  entity   any

Confidential Information (as defined in Section 10(b) below)

pertaining  to  the business of the Corporation  except  (i)

while employed by the Corporation in the business of and for

the  benefit of the Corporation or (ii) when required to  do

so by a court of competent jurisdiction, by any governmental

agency having supervisory authority over the business of the

Corporation,  or by any administrative body  or  legislative

body  (including  a  committee thereof)  with  purported  or

apparent  jurisdiction  to order the Executive  to  divulge,

disclose or make accessible such information.

      (b)   For the purposes of this Agreement, Confidential

Information shall mean all nonpublic information  concerning

the  Corporation's business including its products, customer

lists,   financial  information  and  marketing  plans   and

strategies.   Confidential Information does not include  the

information  that is, or becomes, available to  the  public,

unless  such  availability occurs through a  breach  by  the

Executive of the provisions of this Section.

      (c)   In no event shall an asserted violation  of  the

provisions  of  this  Section  10  constitute  a  basis  for

deferring  or withholding any amounts otherwise  payable  to

the Executive under this Agreement.

      11.   Successors.  (a)  This Agreement is personal  to

the  Executive and without the prior written consent of  the

Corporation  shall  not  be  assignable  by  the   Executive

otherwise   than  by  will  or  the  laws  of  descent   and

distribution.  This Agreement shall inure to the benefit  of

and be enforceable by the Executive's legal representatives.

      (b)  This Agreement shall inure to the benefit of  and

be binding upon the Corporation and its successors.

      (c)   In  the  event  of a Change in  Control  of  the

Corporation, (i) any parent company or Successor  shall,  in

the  case  of  a  successor, by an  agreement  in  form  and

substance  satisfactory to the Executive,  expressly  assume

and  agree to perform this Agreement and, in the case  of  a

parent  company,  by  an  agreement in  form  and  substance

satisfactory to the Executive, guarantee and agree to  cause

the performance of this Agreement, in each case, in the same

manner  and to the same extent as the Corporation  would  be

required to perform if no Change in Control had taken place.

      12.   Miscellaneous.   (a)  This  Agreement  shall  be

governed by and construed in accordance with the laws of the

Commonwealth of Kentucky, without reference to principles of

conflict  of laws.  The captions of this Agreement  are  not

part  of  the provisions hereof and shall have no  force  or

effect.   This  Agreement  may not be  amended  or  modified

otherwise  than  by  a  written agreement  executed  by  the

parties  hereto  or  their respective successors  and  legal

representatives.

      (b)   All  notices and other communications  hereunder

shall  be in writing and shall be given by hand delivery  to

the  other party or by registered or certified mail,  return

receipt requested, postage prepaid, addressed as follows:


     If to the Executive:          Robert S. Greer, Jr.
                         Providian Corporation
                         Post Office Box 32830
                         Louisville, Kentucky 40232

     If to the Corporation:        Providian Corporation
                         400 West Market Street
                         Post Office Box 32830
                         Louisville, Kentucky 40232
                         Attention: V. P. Human Resources
or  to  such  other  address  as  either  party  shall  have

furnished  to  the other in writing in accordance  herewith.

Notice  and communications shall be effective when  actually

received by the addressee.

       (c)   The  invalidity  or  unenforceability  of   any

provision of this Agreement shall not affect the validity or

enforceability of any other provision of this Agreement.

      (d)   The  Corporation may withhold from  any  amounts

payable  under this Agreement such Federal, state  or  local

taxes  as shall be required to be withheld pursuant  to  any

applicable law or regulation.

      (e)   The  Executive's failure to insist  upon  strict

compliance with any provision of this Agreement shall not be

deemed  to  be  a  waiver  of such provision  or  any  other

provisions hereof.

      (f)   All references to sections of the Code shall  be

deemed  to  refer to corresponding sections of any successor

federal income tax statute.

      (g)   This Agreement contains the entire understanding

of  the  Corporation and the Executive with respect  to  the

subject  matter hereof and supersedes all prior  agreements,

representations  and  understandings  of  the  parties  with

respect  to  the  subject  matter  hereof.   It  is  further

specifically  agreed that Executive shall not  otherwise  be

entitled to any compensation or benefits under the terms  of

the Corporation's Change in Control Policy.

     (h)  The Executive and the Corporation acknowledge that

the  employment  of  the  Executive by  the  Corporation  is

currently  "at will", and, prior to the Effective Date,  may

be  terminated by either the Executive or the Corporation at

any time.  This Agreement shall terminate and there shall be

no   further   rights  or  liabilities  hereunder   upon   a

termination of Executive's employment prior to the Effective

Date.

      IN WITNESS WHEREOF, the Executive has hereunto set his

hand  and, pursuant to the authorization from its  Board  of

Directors, the Corporation has caused these presents  to  be

executed  in its name on its behalf, all as of the date  and

year first above written.



                              PROVIDIAN CORPORATION


                              /s/ Irving W. Bailey, II
                              Irving W. Bailey, II
                               Chairman  and Chief Executive
Officer



                              /s/ Robert S. Greer, Jr.
                              Robert S. Greer, Jr.