EXHIBIT 10.24
                                  EXHIBIT 10.24
                                  CONFIDENTIAL


                                 FIRST AMENDMENT

     FIRST   AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation,  a Delaware  corporation (the  "Corporation"),  and David J. Miller
(the "Executive").  W I T N E S S E T H: WHEREAS,  the Company and the Executive
are  parties to an  employment  agreement  dated as of  February  21,  1996 (the
"Employment  Agreement");  and WHEREAS,  the Company and the Executive desire to
amend the Employment Agreement.  NOW, THEREFORE, it is agreed as follows: 1. The
definition  of  "Bonus  Percentage"  contained  in  Section  6(a)(i)(B)  of  the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one  Performance  Cycle that included such prior year divided,
if payouts under the  applicable  long-term  incentive  award plan are scheduled
less frequently than annually,  by the number of years between scheduled payouts
under such  long-term  incentive  award plan, by (2) the base salary paid to the
Executive  for such year.  2. General.  Except for the  amendments  specified in
Section 1 above,  the Employment  Agreement shall continue in effect without any
change.  IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION


                                                  By  /s/ Irving W. Bailey II


                                                      /s/ David J. Miller
                                                      David J. Miller


<PAGE>






                                  CONFIDENTIAL


                                 FIRST AMENDMENT

     FIRST   AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation,  a Delaware corporation (the  "Corporation"),  and Steven T. Downey
(the "Executive").  W I T N E S S E T H: WHEREAS,  the Company and the Executive
are  parties to an  employment  agreement  dated as of  February  21,  1996 (the
"Employment  Agreement");  and WHEREAS,  the Company and the Executive desire to
amend the Employment Agreement.  NOW, THEREFORE, it is agreed as follows: 1. The
definition  of  "Bonus  Percentage"  contained  in  Section  6(a)(i)(B)  of  the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one  Performance  Cycle that included such prior year divided,
if payouts under the  applicable  long-term  incentive  award plan are scheduled
less frequently than annually,  by the number of years between scheduled payouts
under such  long-term  incentive  award plan, by (2) the base salary paid to the
Executive  for such year.  2. General.  Except for the  amendments  specified in
Section 1 above,  the Employment  Agreement shall continue in effect without any
change.  IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION


                                                 By  /s/ Irving W. Bailey II


                                                      /s/ Steven T. Downey
                                                      Steven T. Downey


<PAGE>






                                  CONFIDENTIAL


                                 FIRST AMENDMENT

     FIRST   AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation, a Delaware corporation (the "Corporation"), and David B. Smith (the
"Executive").  W I T N E S S E T H:  WHEREAS,  the Company and the Executive are
parties  to  an  employment  agreement  dated  as  of  February  21,  1996  (the
"Employment  Agreement");  and WHEREAS,  the Company and the Executive desire to
amend the Employment Agreement.  NOW, THEREFORE, it is agreed as follows: 1. The
definition  of  "Bonus  Percentage"  contained  in  Section  6(a)(i)(B)  of  the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one  Performance  Cycle that included such prior year divided,
if payouts under the  applicable  long-term  incentive  award plan are scheduled
less frequently than annually,  by the number of years between scheduled payouts
under such  long-term  incentive  award plan, by (2) the base salary paid to the
Executive  for such year.  2. General.  Except for the  amendments  specified in
Section 1 above,  the Employment  Agreement shall continue in effect without any
change.  IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first written above.
                                             PROVIDIAN CORPORATION


                                            By  /s/ Irving W. Bailey II

                                              /s/ David B. Smith
                                              David B. Smith


<PAGE>






                                  CONFIDENTIAL


                                 FIRST AMENDMENT

     FIRST   AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation,  a Delaware corporation (the  "Corporation"),  and James V. Elliott
(the "Executive").  W I T N E S S E T H: WHEREAS,  the Company and the Executive
are  parties to an  employment  agreement  dated as of  February  21,  1996 (the
"Employment  Agreement");  and WHEREAS,  the Company and the Executive desire to
amend the Employment Agreement.  NOW, THEREFORE, it is agreed as follows: 1. The
definition  of  "Bonus  Percentage"  contained  in  Section  6(a)(i)(B)  of  the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one  Performance  Cycle that included such prior year divided,
if payouts under the  applicable  long-term  incentive  award plan are scheduled
less frequently than annually,  by the number of years between scheduled payouts
under such  long-term  incentive  award plan, by (2) the base salary paid to the
Executive  for such year.  2. General.  Except for the  amendments  specified in
Section 1 above,  the Employment  Agreement shall continue in effect without any
change.  IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION


                                                  By  /s/ Irving W. Bailey II
                                                      /s/ James V. Elliott
                                                      James V. Elliott


<PAGE>



2


                                  CONFIDENTIAL


                                 FIRST AMENDMENT

     FIRST   AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation,  a Delaware corporation (the  "Corporation"),  and Robert S. Greer,
Jr.  (the  "Executive").  W I T N E S S E T H:  WHEREAS,  the  Company  and  the
Executive are parties to an employment  agreement  dated as of February 21, 1996
(the "Employment Agreement");  and WHEREAS, the Company and the Executive desire
to amend the Employment Agreement.  NOW, THEREFORE,  it is agreed as follows: 1.
The  definition  of "Bonus  Percentage"  contained in Section  6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one  Performance  Cycle that included such prior year divided,
if payouts under the  applicable  long-term  incentive  award plan are scheduled
less frequently than annually,  by the number of years between scheduled payouts
under such  long-term  incentive  award plan, by (2) the base salary paid to the
Executive for such year. 2. Section 6(a) of the Employment  Agreement is amended
to delete the word "and" at the end of subparagraph (ii) thereof; to replace the
period at the end of  subparagraph  (iii)  thereof with "; and "; and to add the
following new subparagraph (iv): (iv) At the Executive's  request made within 90
days after the date of the Executive's  termination of employment,  other than a
termination of employment  pursuant to Section 5(c)(vi) hereof,  the Corporation
shall purchase the Executive's  residence in Jefferson  County,  Kentucky,  at a
price equal to the  Executive's  purchase price plus cost of  improvements  with
respect to such residence.  In addition,  if requested,  the  Corporation  shall
provide the Executive with a moving allowance not to exceed $25,000. 3. General.
Except for the  amendments  specified in Sections 1 and 2 above,  the Employment
Agreement shall continue in effect without any change.  IN WITNESS WHEREOF,  the
undersigned  have  executed this  Amendment as of the date first written  above.
PROVIDIAN CORPORATION


                                                  By  /s/ Irving W. Bailey II


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


<PAGE>






                                  CONFIDENTIAL


                                 FIRST AMENDMENT

     FIRST   AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation,  a Delaware  corporation  (the  "Corporation"),  and  Frederick  C.
Kessell (the  "Executive").  W I T N E S S E T H:  WHEREAS,  the Company and the
Executive are parties to an employment  agreement  dated as of February 21, 1996
(the "Employment Agreement");  and WHEREAS, the Company and the Executive desire
to amend the Employment Agreement.  NOW, THEREFORE,  it is agreed as follows: 1.
The  definition  of "Bonus  Percentage"  contained in Section  6(a)(i)(B) of the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one  Performance  Cycle that included such prior year divided,
if payouts under the  applicable  long-term  incentive  award plan are scheduled
less frequently than annually,  by the number of years between scheduled payouts
under such  long-term  incentive  award plan, by (2) the base salary paid to the
Executive  for such year.  2. General.  Except for the  amendments  specified in
Section 1 above,  the Employment  Agreement shall continue in effect without any
change.  IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION

                                                By  /s/ Irving W. Bailey II

                                                 /s/ Frederick C. Kessell
                                                      Frederick C. Kessell


<PAGE>






                                  CONFIDENTIAL


                                 FIRST AMENDMENT

     FIRST   AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation,  a Delaware corporation (the "Corporation"),  and Shailesh J. Mehta
(the "Executive").  W I T N E S S E T H: WHEREAS,  the Company and the Executive
are  parties to an  employment  agreement  dated as of  February  21,  1996 (the
"Employment  Agreement");  and WHEREAS,  the Company and the Executive desire to
amend the Employment Agreement.  NOW, THEREFORE, it is agreed as follows: 1. The
definition  of  "Bonus  Percentage"  contained  in  Section  6(a)(i)(B)  of  the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one  Performance  Cycle that included such prior year divided,
if payouts under the  applicable  long-term  incentive  award plan are scheduled
less frequently than annually,  by the number of years between scheduled payouts
under such  long-term  incentive  award plan, by (2) the base salary paid to the
Executive  for such year.  2. General.  Except for the  amendments  specified in
Section 1 above,  the Employment  Agreement shall continue in effect without any
change.  IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION


                                                  By  /s/ Irving W. Bailey II

                                                   /s/ Shailesh J. Mehta
                                                      Shailesh J. Mehta


<PAGE>






                                  CONFIDENTIAL


                                 FIRST AMENDMENT

     FIRST   AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation, a Delaware corporation (the "Corporation"),  and Lawrence Pitterman
(the "Executive").  W I T N E S S E T H: WHEREAS,  the Company and the Executive
are  parties to an  employment  agreement  dated as of  February  21,  1996 (the
"Employment  Agreement");  and WHEREAS,  the Company and the Executive desire to
amend the Employment Agreement.  NOW, THEREFORE, it is agreed as follows: 1. The
definition  of  "Bonus  Percentage"  contained  in  Section  6(a)(i)(B)  of  the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one  Performance  Cycle that included such prior year divided,
if payouts under the  applicable  long-term  incentive  award plan are scheduled
less frequently than annually,  by the number of years between scheduled payouts
under such  long-term  incentive  award plan, by (2) the base salary paid to the
Executive  for such year.  2. General.  Except for the  amendments  specified in
Section 1 above,  the Employment  Agreement shall continue in effect without any
change.  IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION


                                                  By  /s/ Irving W. Bailey II
                                                     /s/ Lawrence Pitterman
                                                      Lawrence Pitterman


<PAGE>






                                  CONFIDENTIAL


                                 FIRST AMENDMENT

     FIRST   AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation,  a Delaware corporation (the  "Corporation"),  and A. Sami Siddiqui
(the "Executive").  W I T N E S S E T H: WHEREAS,  the Company and the Executive
are  parties to an  employment  agreement  dated as of  February  21,  1996 (the
"Employment  Agreement");  and WHEREAS,  the Company and the Executive desire to
amend the Employment Agreement.  NOW, THEREFORE, it is agreed as follows: 1. The
definition  of  "Bonus  Percentage"  contained  in  Section  6(a)(i)(B)  of  the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one  Performance  Cycle that included such prior year divided,
if payouts under the  applicable  long-term  incentive  award plan are scheduled
less frequently than annually,  by the number of years between scheduled payouts
under such  long-term  incentive  award plan, by (2) the base salary paid to the
Executive  for such year.  2. General.  Except for the  amendments  specified in
Section 1 above,  the Employment  Agreement shall continue in effect without any
change.  IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first written above. PROVIDIAN CORPORATION

                                                 By  /s/ Irving W. Bailey II


                                                   /s/ A. Sami Siddiqui
                                                      A. Sami Siddiqui


<PAGE>






                                  CONFIDENTIAL


                                 FIRST AMENDMENT

     FIRST   AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation,  a Delaware corporation (the  "Corporation"),  and Robert L. Walker
(the "Executive").  W I T N E S S E T H: WHEREAS,  the Company and the Executive
are  parties to an  employment  agreement  dated as of  February  21,  1996 (the
"Employment  Agreement");  and WHEREAS,  the Company and the Executive desire to
amend the Employment Agreement.  NOW, THEREFORE, it is agreed as follows: 1. The
definition  of  "Bonus  Percentage"  contained  in  Section  6(a)(i)(B)  of  the
Employment Agreement is amended to read in its entirety as follows: For purposes
of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage
obtained by dividing (1) the sum of (x) the annual bonus earned by the Executive
in any year beginning with the third full year before the date on which a Change
in Control occurs and (y) the long-term incentive bonus, if any, received by the
Executive for any one  Performance  Cycle that included such prior year divided,
if payouts under the  applicable  long-term  incentive  award plan are scheduled
less frequently than annually,  by the number of years between scheduled payouts
under such  long-term  incentive  award plan, by (2) the base salary paid to the
Executive for such year.

     2. General.  Except for the  amendments  specified in Section 1 above,  the
Employment  Agreement  shall continue in effect  without any change.  IN WITNESS
WHEREOF,  the  undersigned  have  executed  this  Amendment as of the date first
written above. PROVIDIAN CORPORATION


                                                  By  /s/ Irving W. Bailey II

                                                      /s/ Robert L. Walker

                                                       Robert L. Walker

<PAGE>


                                  CONFIDENTIAL


                                FOURTH AMENDMENT

     FOURTH  AMENDMENT  dated  as  of  November  6,  1996,   between   Providian
Corporation,  a Delaware  corporation (the "Company"),  and Irving W. Bailey, II
(the "Executive").  W I T N E S S E T H: WHEREAS,  the Company and the Executive
are parties to an employment agreement dated as of February 17, 1988, as amended
August  9,  1989,  February  21,  1996 and  June 1,  1996  (as so  amended,  the
"Employment  Agreement");  and WHEREAS,  the Company and the Executive desire to
further amend the Employment Agreement. NOW, THEREFORE, it is agreed as follows:
1. Section 1(d) of the  Employment  Agreement is amended to read in its entirety
as follows: (d) "Bonus Percentage" shall mean the highest percentage obtained by
dividing (i) the sum of (A) the annual bonus earned by the Executive in any year
prior to the year in which his  termination  of  employment  occurs  and (B) the
highest long-term incentive award, if any, received by the Executive for any one
Performance  Cycle that included  such prior year divided,  if payouts under the
applicable  long-term  incentive  award plan are scheduled less  frequently than
annually,  by the number of years between scheduled payouts under such long-term
incentive  award plan,  by (ii) the base salary paid to the  Executive  for such
year. 2. The penultimate  paragraph of Section 10(e) of the Employment Agreement
is  amended  to read  in its  entirety  as  follows:  In the  event  there  is a
Termination  Without Cause of the Executive's  employment  following a Change in
Control,  the Company shall,  upon the Executive's  written request furnished to
the Company within 20 days following such Termination Without Cause, make a lump
sum  payment to the  Executive  in an amount  equal to the Spread on the Payment
Date with respect to the relevant  options in each option  grant,  multiplied by
the number of relevant  options in each option  grant.  For the  purposes of the
immediately preceding sentence,  "relevant options" means all options granted by
the Company to the  Executive to purchase its common stock that are  outstanding
on the date of his  termination  of  employment  and remain  unexercised  on the
Payment  Date  (whether or not such  options  expire by their terms prior to the
Payment  Date).  The Company shall make such payment on the Payment Date (or, if
later, promptly following the Executive's request) and, as a condition to making
such payment,  the Executive agrees that all outstanding  options granted to him
with respect to which such payment is made shall  thereupon be canceled.  In the
event that the Executive does not request such payment,  each option grant shall
become fully  exercisable  as of the date of termination of employment and shall
remain outstanding for the lesser of (i) five years from the date of termination
of  employment  or (ii) the  remainder  of the  originally  scheduled  term.  3.
General.  Except for the  amendments  specified  in Sections 1 and 2 above,  the
Employment Agreement shall continue in effect without any change.


<PAGE>


                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
Amendment as of the date first written above.
                                                      PROVIDIAN CORPORATION


                                                      By /s/ Lawrence Pitterman


                                                      /s/ Irving W. Bailey, II
                                                      Irving W. Bailey, II