EXHIBIT 10.19

Credit Card Alliance Agreement

This
Agreement, effective as of March 1, 2002 ("Effective Date"), is between Providian Bancorp Services, a California corporation, with principal offices located in San Francisco,
California (together with all its affiliates "Providian"), and PayPal Inc., a Delaware corporation with principal offices located in Palo Alto, California ("PayPal") (collectively, "the
Parties").

Recitals

A.    Providian
Bancorp Services is an affiliate of Providian National Bank and Providian Bank, each a Card Association member issuing general-purpose credit cards. Providian
provides marketing, credit, technology, operations, systems, compliance, audit and other card-related services and support to these card-issuing affiliates and enters into this
Agreement for and on their behalf in connection with the Program;

B.    PayPal
operates the world's largest Internet-based payment network, providing a secure online payment service to its over 13 million customers. PayPal operates a
World Wide Website at http://www.paypal.com (the "PayPal Website"), that allows users to sign up for or use the PayPal products and services involving its online payment services (collectively, the
"PayPal Services");

C.    PayPal
(formerly named X.com Corporation) and Providian previously executed a Credit Card Alliance Agreement dated as of February 2, 2001 (the "Old Agreement").

D.    The
Parties want to enter into this Agreement so that Providian, through its card-issuing affiliates, continues to offer and provide a PayPal
co-branded Card (bearing a PayPal Mark and a Providian Mark) that will be the preferred credit card promoted through the PayPal Services, and as such will be afforded by PayPal the
"preferred alliance partner" opportunities set forth in this Agreement. This Agreement supersedes the Old Agreement as of the above Effective Date and all prior agreements and amendments, both written
and oral, between the Parties pertaining to the Program.

NOW,
THEREFORE, for valuable consideration, the Parties agree as follows:

1.1  "Account"
means a revolving, open-end credit account provided by Providian for PayPal Members and Non-Member Consumers and established pursuant
to this Agreement, of which the features and terms are further described in this Agreement.

1.2  "Account
Agreement" means a credit agreement between Providian and a Cardholder with terms and conditions that apply to the Cardholder's Account.

1.3  "Active
Account" means an Account booked by Providian on or after March 1, 2002 that is in good standing and that has at least 1 purchase, cash advance,
quasi-cash or balance-transfer transaction posted to it within the first year after it is booked. Such a transaction does not include a fee or charge such as an annual fee or a credit
adjustment.

1.4  "Active
Member" means a Member (defined below) that has logged in their PayPal account or received a payment in that account within 90 days as further described
in relevant provisions in this Agreement.

CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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1.5  "Agreement"
means this Credit Card Alliance Agreement, including all attached Exhibits, which are incorporated by this reference, and any amendments, modifications, or
supplements to this Agreement.

1.6  "Applicable
Law" means applicable federal, state and local statutes, regulations, regulatory guidelines and judicial or administrative interpretations as well as any
rules or requirements established by the applicable Card Association.

1.7  "Applicant"
means a consumer who submits an Application or other request for an Account.

1.8  "Application"
means the action or document by which a Member requests and applies to Providian for an Account.

1.9  "Banner
Ad" means any image displayed in the banner space of the PayPal Website that is intended to serve as an advertisement for a product or service.

1.10 "Business
Day" means any day other than Saturday, Sunday and any day in which banks in the State of California are authorized or obligated by law to close.

1.11 "Card"
means a credit card issued for an Account pursuant to this Agreement that bears both a Providian Mark and a PayPal Mark.

1.12 "Card
Association" means either or both of MasterCard and Visa, as applicable.

1.13 "Cardholder"
means an individual, residing in the U.S., at or over the age of 18, who applies for and receives an Account.

1.14 "Cardholder
Data" means all information, whether personally identifiable or in aggregate, that is submitted and/or obtained by Providian about an Account or an
Application (whether or not completed), including without limitation, credit information, financial standing and demographic data, and Transaction Data.

1.15 "Chargeback"
means a transaction using the Account that is subsequently reversed pursuant to Card Association rules.

1.16 "Competing
Card Product" means a consumer or business credit card, charge card, card alliance program or co-branded card program that is marketed, offered
or issued by any entity other than Providian or its affiliates to consumers in the United States, but does not include debit cards or lines of credit not tied to credit cards, and does not include any
credit, charge, debit or other card, marketed, offered or issued outside the United States.

1.17 "Confidential
Information" means Providian Confidential Information or PayPal Confidential Information, except that it will not include: (1) information that, at
the time of disclosure, is already in the recipient's rightful possession or available to it or its employees from any source having no obligation not to disclose it; (2) information that is or
becomes available to the public; (3) information that the recipient receives from another source having no obligation not to disclose it; and (4) information which is independently
developed by the recipient without the use of any "Confidential Information" of the other Party.

1.18 "Marketing
Plan" means the written marketing plan agreed between the Parties as provided in Section 2.2(b) of this Agreement.

1.19 "MasterCard"
means the payment card association MasterCard International Incorporated.

1.20 "Member"
means any individual with an address within the United States or its territories and possessions that is or becomes registered to utilize the PayPal Services,
whether through a private-label network or otherwise.

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1.21 "Member
List" means the list of all Members whose PayPal accounts are not currently closed, locked or restricted by PayPal. The Member List will include each Member's
name, e-mail address, phone numbers, postal addresses and all associated data held by PayPal, which will remain PayPal
Confidential Information, which PayPal will license and provide to Providian under Section 4.1 of this Agreement, and which Providian will use solely for the purposes described in this
Agreement.

1.22 "New
Payment Products" means debit cards, stored value cards, online person-to-person payment products, online
person-to-merchant payment products, digital cash products and other new payment technologies that may become available during the Term.

1.23 "Non-Member
Consumer" means an individual that receives an advertisement for the Program on the PayPal Website and follows a hyperlink presented on that
site to receive more information about the Program, but does not complete the process to become a Member.

1.24 "PayPal
Confidential Information" means all confidential information and documents about PayPal or any of its affiliates, including without limitation, its financial
information, products, marketing plans, strategies, customers, processes and procedures, subject to the exceptions set forth in the definition of "Confidential Information."

1.25 "PayPal
Mark" means any design, image, visual representation, logo, service mark, trade dress, trade name, or trademark owned, used or acquired by PayPal now or during
the term of this Agreement.

1.26 "Program"
means the program under which Providian and PayPal will solicit Applications for Accounts pursuant to this Agreement.

1.27 "Providian
Confidential Information" means all confidential information and documents about Providian or any of its affiliates, including without limitation, its
financial information, products, performance of its products, strategies, marketing plans, performance of its marketing campaigns, customer lists, and Cardholder processes and procedures, subject to
the exceptions set forth in the definition of "Confidential Information." Providian Confidential Information also will include lists of customers or prospective customers, customer data and consumer
transaction data that PayPal receives, regardless of whether that information comes from Providian, from a customer or consumer or from a third party.

1.28 "Providian
Mark" means any design, image, visual representation, logo, service mark, trade dress, trade name, or trademark owned, used or acquired by Providian now or
during the term of this Agreement.

1.29 "Providian's
Marketing Area" means throughout the United States, its territories, and possessions, other than in the State of Wisconsin, as changed from time to time by
Providian.

1.30 "Term"
means the term of this Agreement as specified in Section 6 of this Agreement.

1.31 "Trademark"
means any Providian Mark or PayPal Mark.

1.32 "Visa"
means the payment card association Visa U.S.A. Inc.

1.33 "Web"
means the World Wide Web. "Website" means a location on the Web identified by a URL.

1.34 "Web
Page" means a file displayed through Web browser software and made available for viewing, by means of a download to local cache memory, over the Internet through a
common protocol.

2.1Offer of Accounts.Providian will offer to Members and to Non-Member Consumers one or more types
of Accounts. Providian will have sole and complete responsibility and discretion to add,

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delete or amend any of the terms and conditions applicable to Applications and Accounts, including but not limited to setting pricing terms, setting Providian-funded incentives to induce Members to
submit Applications, establishing new premium categories and other categories of Cards, and making other changes; provided that Providian will give PayPal at least 15 days' advance written
notice of any material changes. Any changes to terms and conditions will be subject to Applicable Law. Subject to Section 2.2(a), PayPal has the right to fund and offer any additional
incentives for adoption or use of the Card or the Account as long as such incentives do not violate Applicable Law.

2.2Marketing of the Program.PayPal and Providian will work jointly to develop and market the Program and to
solicit Applications from consumers residing in Providian's Marketing Area to enable Providian to establish Accounts and issue Cards, as follows:

(a)Marketing Materials.Subject to Section 2.1, PayPal and Providian will mutually develop and approve
all marketing, advertising and solicitation materials to be used for Program marketing, including without limitation, content and placement on the PayPal Website to promote the Program. If one Party
develops marketing materials, it will be subject to the other Party's prior written approval which will not be unreasonably withheld or delayed beyond a 10-Business-Day review
period. If PayPal develops
marketing materials, PayPal will incorporate all content identified by Providian as required for compliance with Applicable Law or compliance with Providian card-marketing standards.

(b)Marketing Plan.Within 30 days of the execution of this Agreement (unless the Parties mutually agree
on a different timetable), the Parties will agree on a written marketing plan specifically describing responsibilities and a timetable for the Parties' implementation and marketing efforts under this
Agreement (the "Marketing Plan").

2.3Card Design.Updates to the design of the Card will be determined by mutual consent of the Parties, and will
include one or more of the PayPal Marks on the front of the Card and one or more of the Providian Marks on the back of the Card and will be subject to Applicable Law. Subject to the foregoing, the
PayPal Marks will be in a primary position and the Providian Marks will be in a secondary position on the back of the Card.

2.4Providian as Sole Owner and Creditor of Accounts.

(a)Account Ownership.Providian will be the sole and complete owner and creditor of, and PayPal will have no
right, title or interest in, the Accounts, the Cards or Cardholder Data. Such ownership will in no way be affected by expiration or termination of the Program or this Agreement. As the creditor,
Providian will have sole discretion over the criteria that must be met to qualify for an Account, for a credit line increase or for repricing or other incentives Providian may wish to offer to
qualified Cardholders.

(b)Applications; Account Servicing.Without limiting the general nature of the foregoing, Providian will have
the right to decline an Application or Card request from any person who already has one or more credit cards or open-end revolving lines of credit with Providian or its affiliates. An
Application can only be approved by Providian, and neither PayPal nor any of its employees may legally bind or otherwise commit Providian to any agreement or arrangement of any kind. Providian will
have the exclusive right to collect amounts owed by a Cardholder on an Account and to receive payments from Cardholders. Providian will also have the exclusive right to terminate, block or suspend
credit or charge privileges in an Account. Providian will be solely liable for any charge-offs or other credit losses resulting from an uncollectible Account.

(c)Marketing Other Products and Services.Providian will have the right to market to Cardholders other banking
products or services offered by Providian or its affiliates and third-party membership programs selected by Providian. Providian, at its option, may use e-mail, direct mail

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(including but not limited to inserts with Cardholders' Account statements), telemarketing and online advertising on the Providian Website and related Websites for such marketing efforts, provided
that:



Exceptions
to these restrictions may be made with the Parties' prior mutual written agreement.



3.1Card Offers and Application Evaluation.In accordance with this Agreement, Providian will perform for each
type of Account all functions of the issuing bank, including without limitation designing the Application forms, receiving, reviewing and processing Applications for Accounts, providing customer
service and otherwise administering and operating the Program and the relationships with Cardholders, evaluating the creditworthiness of each Applicant, establishing credit limits for each Account and
issuing Cards to qualified Applicants who accept Providian's offer and pay the applicable fee, if any.

3.2Account and Card Issuance.Providian will evaluate each Application or request for an Account and will open
an Account and issue a Card to each Applicant who is creditworthy according to Providian's credit criteria and standards, who accepts the terms of Providian's offer and who pays the applicable fees,
if any, to open an Account. As to each Application or request Providian approves, Providian will establish the credit line it deems appropriate. Providian will have no obligation or liability to
PayPal in connection with any credit procedure or decision with respect to an Application, and Providian will have no obligation to advise PayPal of its credit criteria or Providian's decision as to
any Application or request for a Card. Providian will use its best efforts, subject to maintaining high customer response rates and in accordance with Providian's privacy policies and applicable law,
to provide PayPal with information, both aggregate and specific, regarding Members that opened Accounts. PayPal will not communicate with Applicants about their Application; provided however, that if
a Member or Non-Member Consumer who is not a Cardholder contacts PayPal via standard PayPal customer service channels with a question about the Program or how to apply for an Account, then
PayPal may communicate with those Members or Non-Member Consumers according to PayPal's standard customer relations policies and will refer them to Providian, in a manner to be mutually
determined by the Parties, including but not limited to prior review and approval by Providian of any

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script provided by PayPal to its customer service representatives regarding contacts with Applicants, Members and Non-Member Consumers about the Program.

3.3Account Agreements.Providian will be solely responsible for, have complete control and discretion over, and
bear the cost of production and printing of any Account Agreement. The contractual relationship with respect to each Account will be between Providian and the respective Cardholder.

3.4Production of Cards.In accordance with Section 2.3, Providian will produce, store, maintain and
emboss plastic stock for each Card solely at its own expense.

3.5Account Administration and Servicing.

(a)Customer Service.Providian will be responsible for all Cardholder customer-service and record-retention
requirements relating to the processing of Applications and Accounts, including but not limited to Cardholder-initiated calls, Account statements (both on paper and electronic), and all forms
of customer service including online customer service. Providian will bear all costs of administering and providing customer service for Accounts, except as otherwise provided under this Agreement.

(b)Payments.PayPal will not accept payments on Accounts nor accept billing-error notices under the Fair Credit
Billing Act (Regulation Z) from Cardholders and instead will promptly forward them to Providian via first-class mail or, at Providian's request, via overnight courier at the address that
Providian specifies to PayPal, subject to Providian's change from time to time. If any Cardholder incorrectly makes a check, money order, draft, or other form of payment for an Account payable to the
order of PayPal rather than to the order of Providian or its agents, PayPal hereby expressly authorizes Providian to endorse the item on PayPal's behalf and to credit the payment to the appropriate
Account. Providian will substantially adhere to the Performance Standards as set forth in Exhibit A.

(c)Service Levels.Providian conducts reviews of its corporate-wide customer service performance
standards and will share these reviews, to the extent they apply to Cardholders, with PayPal on a regular basis. Providian and PayPal will promptly cooperate to develop procedures and a service level
agreement ("Service Level Agreement") regarding Account-related customer service matters including but not limited to the referral of Cardholders who contact a Party concerning a claim, complaint,
dispute or request for information regarding the other Party. PayPal will refer to Providian customer service in accordance with such procedures any Cardholders who contact PayPal concerning a claim,
complaint, dispute or request for information regarding Providian, Accounts or Cards.

3.6Cardholder Inquiries Regarding PayPal.Providian will refer any Cardholders who contact Providian concerning
a claim, complaint, dispute or request for information concerning PayPal to PayPal customer service in accordance with the referral procedures described in Section 3.5(c). PayPal will be
responsible for all Cardholder inquiries relating to PayPal as well as all complaints or disputes regarding PayPal; provided that Providian may take any action needed to comply with its obligations to
a Cardholder under Regulation Z and other Applicable Law. In addition, PayPal will provide Providian with any information or documents in its possession reasonably requested by Providian with
respect to a Cardholder's dispute concerning Providian, as long as Applicable Law and the PayPal Privacy Policy and User Agreement do not prohibit PayPal from releasing such information or documents.

3.7Credit Risk.As between Providian and PayPal, Providian will bear all risk of credit loss on the Accounts
and PayPal will have no responsibility for any such loss.

3.8Limited License to PayPal Marks.PayPal hereby grants to Providian, subject to compliance with the terms of
this Agreement, a limited, royalty-free, exclusive, non-transferable (except as set forth in Section 15.7 below), non-sublicensable right to use, display and
reproduce the PayPal Marks in connection with its marketing, promotion and operation of the Program as set forth in this Agreement.

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Providian will submit to PayPal, for its prior written approval, such approval not to be unreasonably withheld or delayed, samples of each of Providian's uses of the PayPal Marks. Providian will use
the
PayPal Marks only in a manner approved by PayPal. Except as otherwise provided by this Agreement, upon termination of this Agreement, Providian will promptly cease use of the PayPal Marks.

3.9Legal Compliance.Providian will be responsible for compliance with Applicable Law with regard to its
participation in the Program, its issuance of Cards and its extension of consumer credit, including those Applicable Law governing billings, consumer credit disclosures, billing error resolution,
collections, and any related charges, such as late fees and overlimit fees imposed on Cardholders and Accounts.

4.1Member List.PayPal hereby grants Providian a non-exclusive license to use the Member List to
enable Providian to solicit Members for the Card and the Account on a recurring basis throughout the Term. On a regular basis, but not less often than once at the end of each calendar month during the
Term, PayPal will furnish Providian will a full, complete and updated Member List. This monthly Member List will be in addition to any Member List that PayPal will provide to Providian for
e-mail marketing to Members. Besides using the Member List for internal analysis to understand and enhance Program performance results, for offering Cards and Accounts under
Section 4.2, and for any purpose to which the Parties mutually agree through the Marketing Plan or other means, Providian will not use the Member List for any other purpose. Upon the expiration
or termination of this Agreement for any reason, Providian promptly will destroy or return, at PayPal's sole discretion, any and all Member Lists and information regarding Members, except for
information that also is Cardholder information that belongs to Providian.

4.2PayPal Website and E-mail.PayPal will be responsible for the PayPal Website and
e-mail solicitations related to the Program, subject to Section 2.2. Providian will bear all costs of solicitation and fulfillment associated with the Program, except for costs to
develop and modify the PayPal Website (including without limitation Banner Ads) and to develop and send direct e-mail solicitations associated with the Program, which costs will be borne
by PayPal, unless otherwise agreed. PayPal will be solely authorized to distribute all e-mail solicitations and solely authorized to disseminate PayPal Website solicitations in accordance
with its Member communication policies, User Agreement, Privacy Policy and do-not-promote procedures in which Members have indicated to PayPal that they do not want to be
contacted with offers such as Card Offers. Unless PayPal agrees to exceptions in writing, Providian will only use PayPal's channels for e-mail and web solicitations. In connection with
PayPal's solicitation by e-mail of its Members, Providian may provide PayPal with such information relevant to creditworthiness of the Member-solicitees that may be relevant to restricting
the solicitation to a subset of Members, and Providian and PayPal will cooperate in coordinating such solicitation efforts, in accordance with the Marketing Plan. PayPal will keep all information
provided by Providian in accordance with the prior sentence confidential. Also, Providian will keep all information provided by PayPal private, sharing it only as necessary to carry out this Agreement
and only to Parties bound by confidentiality arrangements at least as strong as this Agreement.

4.3Exclusivity.

(a)Providian as Preferred Credit Card.During the Term, including any Renewal Term, Providian will be the
exclusive United States credit card or charge card promoted by PayPal in the PayPal registration process on the PayPal Website.

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(b)Restrictions on Competing Card Products.PayPal will not, in the U.S., without Providian's written
consent,
(1) sponsor, develop or participate in a Competing Card Product; (2) license or allow others to license PayPal Marks to promote a Competing Card Product; (3) negotiate, discuss or
solicit any offer to market or promote a Competing Card Product; or (4) sell, rent or otherwise make available to the issuer of a Competing Card Product any list of Cardholders or any usage and
demographic data on individual Cardholders, provided that PayPal will not be restricted from selling, renting or making available lists of its Members, or usage and demographic data on its Members, in
a manner that does not identify which Members are Cardholders. Notwithstanding the provisions set forth in this Section 4.4, PayPal may accept American Express and Discover on the PayPal system
and may inform Members accordingly.

(c)Other Websites.With respect to Websites other than the PayPal Website that PayPal may acquire, operate or
control during the Term or any Term renewal, where such Websites do not already have exclusive relations with an organization other than Providian to offer a Competing Card Product directed to a U.S.
market, PayPal will provide Providian with a right of first offer prior to negotiating with, or soliciting proposals from, any Party other than Providian to promote, advertise or solicit a Competing
Card Product on such Websites. In the event that the Parties are unable to complete an agreement on a credit card alliance or co-branding program for such other Website within
45 days after PayPal notifies Providian that the first offer period has begun, then PayPal will be free to negotiate to promote Competing Card Products through such other Website.

(d)Co-branded Sites.PayPal will use its best efforts to include Providian as the preferred credit
card for the U.S. market under the terms of this Agreement in any co-branded Website that PayPal develops in partnership. A co-branded Website is one that has third-party
branding above the fold and a URL that indicates the joint offering of the PayPal service with the third party. As required by the specific partnership, PayPal may be required either not to offer Card
(or other) Products at all, or to support on the co-branded Website the partner's choice of credit card.

(e)New Payment Products.Consistent with the Parties' strategic banking relationships, with respect to U.S.
domestic New Payment Products other than online person-to-person payment products, if PayPal intends to work with a U.S. domestic banking partner to develop or provide such New
Payment Products, it will notify Providian of such intent and negotiate in good faith to use Providian as its banking partner for such New Payment Products. With respect to all New Payment Products
(including online person-to-person payment products) that PayPal offers to its Members during the Term, PayPal will use its best efforts to ensure that the Card is the
preferred credit card used to purchase or transfer funds into such New Payment Products for Members. PayPal will ensure that promotional materials for the Program are at least equivalent to the
promotional materials for any New Payment Products. This Section 4.4(e) does not apply to any vendor relationships that PayPal has, or may establish in the future,
with banking partners for use in services such as, without limitation, ACH or merchant processing. The provisions of this Section 4.4(e) will apply exclusively to New Payment Products or
extending PayPal's current functionality to new payments networks such as, without limitation, ATM networks and international bank payments networks, and will not relieve PayPal of any of its other
obligations under this Agreement.

(f)The PayPal Account As An [*] Account.



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4.4Limited License to Providian Marks.Providian hereby grants to PayPal a limited, royalty-free,
exclusive, non-transferable (except as set forth in Section 15.7 below), non-sublicensable right to use, display and reproduce Providian Marks in connection with
PayPal's marketing, promotion and operation of the Program as set forth in this Agreement. PayPal will submit to Providian for its prior written approval, such approval not to be unreasonably withheld
or delayed, samples of each of PayPal's uses of Providian Marks, and PayPal will use Providian Marks in a manner approved by Providian, which approval may not be unreasonably withheld or delayed
beyond a 10-Business-Day review period. Except as otherwise expressly provided by this Agreement, upon termination of this Agreement, PayPal will promptly cease use of
Providian Marks.

4.5Legal Compliance.PayPal will comply with all Applicable Law regarding its participation in the Program,
including those governing advertising, incentive offers and on-line privacy issues and will comply with all Applicable Law governing the PayPal Services.

5.1Old Agreement.Subject to Section 9.4, effective February 28, 2002, the compensation terms in
Section 5 of the Old Agreement will have no force or effect, and PayPal hereby waives its rights to compensation from Providian under the Old Agreement for the period from March 1, 2002
forward.

5.2One-time Payment.Subject to Section 9.4, Providian will pay PayPal a
one-time lump sum of [*]. PayPal will apply this payment toward redesigning and changing the PayPal Website within the 6-month period following the
Effective Date to promote and market the Card and the Program more prominently and to increase the rate of click-throughs from the PayPal Website to the Application Web Page, and toward supporting
PayPal's other marketing responsibilities as provided in the Marketing Plan and this Agreement. Providian will deliver this payment to PayPal by March 31, 2002, but in no event prior to the
Parties' amendment of this Agreement to add the Security Standards described in Section 9.4.

5.3Bounty Fee for Active AccountsMarch 2002 Only.Providian will pay PayPal
[*] for each new Account [*]; provided that, during that month, PayPal launches an outbound e-mail campaign to all eligible members
promoting the Card and the Program or launches a special click-through campaign on the PayPal Website promoting the Card and the Program to Members. If PayPal does not launch either the
e-mail campaign or the click-though campaign by March 31, 2002, Providian will pay PayPal only [*] for each new Account [*].

5.4Bounty Fee for Active AccountsApril 1, 2002 Forward.Starting April 1, 2002 on a
monthly basis, Providian will pay PayPal a fee for each new Active Account according to either Section 5.4.1 or Section 5.4.2 (collectively the "Bounty Fee").
[*].

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5.4.1When PayPal Pays Marketing and Solicitation Costs.When PayPal bears the marketing and solicitation costs
for marketing the Program and soliciting Applications (e.g., PayPal e-mail and the PayPal Website) that result in Accounts, the Bounty Fee
will be as follows:

(a)  If
there are [*] or more new Accounts booked by Providian in a calendar month, Providian will pay PayPal [*] for each new
Account that becomes an Active Account during that month, subject to subsection (c) below.

(b)  If
there are fewer than [*] new Accounts booked by Providian in a calendar month, Providian will pay PayPal [*] for each
Account that becomes an Active Account during that month, subject to subsection (c) below.

(c)  At
the end of each calendar quarter, Providian will review the monthly totals of new Active Accounts for each calendar month in that quarter and make either one of the
following adjustments to the Bounty Fee, as applicable:



5.4.2When Providian Pays Marketing and Solicitation Costs.When Providian bears the marketing and solicitation
costs for marketing the Program and soliciting Applications (e.g., direct mail and other channels) that result in Active Accounts, Providian will pay PayPal a Bounty Fee of [*]
for each Account that becomes an Active Account. The Active Accounts acquired through this channel will count towards the booked Account totals in Section 5.4.1.

5.4.3Payments.Providian will remit to PayPal payment of the Bounty Fee according to Sections 5.4.1 and 5.4.2
within 45 days after the end of each calendar month during the Term. As provided in Section 5.4.1(c), at the end of each calendar month quarter, Providian will count the actual total
number of new Accounts booked by Providian during the quarter and make either of the adjustments based on subsections (c)(1) and (c)(2) above. If additional Bounty Fee is due, Providian will pay
PayPal the difference. If Providian has overpaid the Bounty Fee, Providian will collect the difference from PayPal by subtracting the amount of the difference from the Bounty Fees that Providian pays
for the subsequent calendar month. If there is no subsequent month in which the Bounty Fee will be paid (because the Term is ending), Providian will invoice PayPal, and PayPal will reimburse Providian
by check within 15 days following receipt of the invoice.

5.4.4Mutual Cooperation to Increase the Number of Active Accounts.The Parties will use reasonable efforts to
work together and develop promotions and communications to Cardholders with non-Active Accounts so that those Cardholders change their non-Active Accounts to Active Accounts.
Upon
PayPal's request, Providian will furnish PayPal with information that identifies Cardholders with non-Active Accounts or that enables PayPal to contact those Cardholders by
e-mail, subject to the review and approval procedures in Section 2.2 and subject to Applicable Law and the Providian Privacy Policy.

5.5Basis Point Fee.Effective March 1, 2002, Providian will reimburse to PayPal a Basis Point Fee equal
to [*] basis points of the net amount of Account [*] transactions, when such transactions are

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posted to an Account that remained in good standing at the end of the previous calendar month and are not, prior to the time of Providian's compensation payment to PayPal: (1) the subject of a
Chargeback request, (2) reversed through a credit adjustment, or (3) otherwise disputed. [*]. Providian will pay all amounts due to PayPal under this
Section 5.2 within 45 days following the end of each calendar month. The Basis Point Fee will apply to [*] transactions on all Accounts booked under this
Agreement and the Old Agreement.

5.6Sunset.Except as provided in Sections 6.8 and 6.10(a) of this Agreement, upon the expiration of this
Agreement, or if during the Term either Party exercises its termination rights pursuant to Section 6 of this Agreement, Providian will cease to pay compensation to PayPal as of the effective
date of such expiration or termination; provided that Providian will be responsible for all payments that have accrued up to the date of such expiration or termination.

6.1Term.Subject to the provisions of this Section 6, the Term will be 5 years from the Effective
Date. On March 1, 2007, the Term will automatically renew for a 2-year period unless either Party gives written termination notice to the other Party at least 90 days before
March 1, 2007.

6.2Exclusive Negotiation Period.The Parties will have an exclusive negotiation period of 90 days, to
commence 90 days before the date the Term terminates, for purposes of discussing the terms and conditions of a renewal or extension of the Term.

6.3Termination for Breach.If either Party materially breaches a material term of this Agreement, the
non-breaching Party may terminate this Agreement by giving notice, as provided in Section 15.5, to the breaching Party. This notice will: (a) describe the material breach;
and (b) state the Party's intention to terminate this Agreement. If the breaching Party does not cure or substantially cure its material breach within 30 days after receipt of notice as
described in this Section (the "Cure Period"), then the non-breaching Party may immediately terminate this Agreement by giving notice at any time following the end of such Cure Period.
Neither Party will be held in breach for failure to perform under this Agreement if such failure is due to compliance with Applicable Law. In addition, Providian's failure to meet any of the
Performance Standards in Exhibit A will not be deemed a material breach unless Providian fails to meet that performance standard for 3 consecutive calendar months and PayPal gives
Providian written notice to terminate this Agreement for that reason within 30 days after the end of the third consecutive month.

6.4Termination for Material Change in Applicable Law.Either Party may terminate this Agreement on the
effective date of any change in the legal or regulatory requirements applicable to the Program, or in the MasterCard or Visa rules applicable to the Program, that: (a) has a substantial
negative impact on the financial burdens or rewards of the terminating Party with respect to the Program, which the non-terminating Party is unwilling or unable to accommodate; or
(b) would render performance of a material obligation of the terminating Party hereunder a violation of the Card Association rules, illegal or otherwise subject to legal challenge, unless
performance of such material obligation is waived by the non-terminating Party. The terminating Party will notify the other Party of such change within 2 Business Days of becoming aware of
such change.

6.5Termination for Insolvency.If either Providian or PayPal becomes insolvent in that its liabilities exceed
its assets, or is adjudicated insolvent, or takes advantage of or is subject to any insolvency proceeding, or makes an assignment for the benefit of creditors or is subject to bankruptcy receivership,
conservatorship or liquidation, then the other Party may immediately terminate this Agreement.

6.6Termination for Improper Activities.Either Party may terminate this Agreement upon 15 Business Days'
advance written notice to the other Party of such intent to terminate if, at any time during the term of this Agreement, the other Party is conducting activities that the terminating Party

11

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determines are materially harmful to relationships with its federal or state supervisory or law enforcement agencies, provided that the terminating Party promptly notifies the other Party of such
activity, provides evidence of such activity, and the other Party does not cure such activity to the terminating Party's sole and complete satisfaction within 15 Business Days of notification to the
terminating Party.

6.7Termination For Not Meeting Program Performance Hurdles.The Program Performance Hurdles based on
[*] Rates in Exhibit B will apply to each calendar quarter after [*] following the Effective Date. If any of the Program Performance Hurdles is
not met, PayPal will have the right to terminate this Agreement according to Exhibit B by giving Providian at least 90 days' prior written notice, provided that PayPal gives such notice
to Providian within 10 days' after the date that Providian provides PayPal with the quarterly [*] Rate for the quarter in which the Program Performance Hurdle was not
met. On or before the effective date of termination, PayPal will pay Providian the Termination Fee, if any, that PayPal owes under Exhibit B.

6.8Termination Due to Change of Control.If either Party enters into a merger, acquisition or agreement
providing for the transfer of control or the sale of all or substantially all of its assets to a third party, that event will be called a "Change of Control" for purposes of this Section 6.8.
In that case, each Party will have the right, as described below, to terminate this Agreement by giving the other Party at least 30 days' prior written notice.

(a)PayPal Change of Control With a Providian Competitor.If PayPal has a Change of Control with a competitor of
Providian listed on Exhibit C or any of its affiliates (a "Providian Competitor"), each Party will have the right to terminate this Agreement as follows:



(b)PayPal Change of Control With a Providian Non-Competitor.If PayPal has a Change of Control with
an entity that is not Providian Competitor ("Providian non-Competitor"), each Party will have the right to terminate this Agreement as follows:



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(c)Providian Change of Control With a PayPal Competitor.If Providian has a Change of Control with a competitor
of PayPal listed on Exhibit C or any of its affiliates (a "PayPal Competitor"), each Party will have the right to terminate this Agreement as follows:



|(i)   |  | The total net compensation, based on the [*] Fee in Section 5, that Providian paid to PayPal for the most recent calendar quarter preceding the effective date of termination,divided
by:   
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  |  | The total number of Active Accounts during the same calendar quarter, thenmultiplying the product by:                                                                                       
|(iii) |  | The number of Active Accounts on the effective date of termination, thenmultiplying the product by:                                                                                         
|(iv)  |  | [*] installments (representing [*] quarters or [*] years), provided that the number of these quarterly installments will not extend beyond February 28, 2007 and will be prorated as needed.



13

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(2)If Providian Terminates.If Providian exercises its right to terminate this Agreement:



|(i)   |  | The total net compensation, based on the [*] Fee in Section 5, that Providian paid to PayPal for the most recent calendar quarter preceding the effective date of termination,divided
by:        
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  |  | The total number of Active Accounts during the same calendar quarter, thenmultiplying the product by:                                                                                            
|(iii) |  | The number of Active Accounts on the effective date of termination, thenmultiplying the product by:                                                                                              
|(iv)  |  | [*] full installments (representing [*] quarters or [*] years), provided that the number of these quarterly installments will not extend beyond February 28, 2007 and will be prorated as needed.



(d)Providian Change of Control With PayPal Non-Competitor.If Providian has a Change of Control
with an entity that is not PayPal Competitor (a "PayPal non-Competitor"), each Party will have the right to terminate this Agreement as follows:

(1)If PayPal Terminates.If PayPal exercises its right to terminates this Agreement:



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(2)If Providian Terminates.If Providian exercises its right to terminate this Agreement:



|(i)   |  | The total net compensation, based on the [*] Fee in Section 5, that Providian paid to PayPal for the most recent calendar quarter preceding the effective date of termination,divided
by:        
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  |  | The total number of Active Accounts during the same calendar quarter, thenmultiplying the product by:                                                                                            
|(iii) |  | The number of Active Accounts on the effective date of termination, thenmultiplying the product by:                                                                                              
|(iv)  |  | [*] full installments (representing [*] quarters or [*] years), provided that the number of these quarterly installments will not extend beyond February 28, 2007 and will be prorated as needed.



(e)  For
each payment provision in this Section 6.8, the Party obligated to pay will pay the other Party within 60 days after the effective date of termination.

(f)Accounts; Unwinding the Program.In each of the cases described in subsections (a) and
(b) above, ownership of Accounts will continue to belong to Providian, and the Parties will unwind the Program according to Section 6.10. Providian will have 180 days from the
effective date of termination to transition the Accounts and Cards away from the PayPal Mark.

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(g)Summary.Solely for the Parties' convenience and not intended to add new terms, the following chart gives a
recap of some of the key terms in subsections (a) and (b) above. If there is a conflict or inconsistency, the terms in subsections (a) and (b) will control.

|                                                        |  | If PayPal Terminates:                                                                          |  | If Providian Terminates:                                                                      
|------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|PayPal Change of Control With Providian Competitor:     |  |     Providian relieved of its obligations.                                                    |  |     Providian will be relieved of its obligations.                                           
|                                                        |  |     PayPal will pay Providian [*] per Active Member.                                          |  |     PayPal will pay Providian [*] per Active Member.                                         
|PayPal Change of Control With Providian non-Competitor: |  |     Providian will be relieved of its obligations.                                            |  |     Providian will pay PayPal [*] under Section 5, but for no longer than the remaining Term.
|                                                        |  |     PayPal will pay Providian [*] per Active Member.                                          |  |                                                                                               
|Providian Change of Control With PayPal Competitor:     |  |     Providian will pay PayPal [*] under Section 5, but for no longer than the remaining Term. |  |     Providian will pay PayPal [*] under Section 5, but for no longer than the remaining Term.
|                                                        |  |     Providian will not compete in Internet payment services for [*].                          |  |     Providian will not compete in Internet payment services for [*].                         
|Providian Change of Control With PayPal non-Competitor: |  |     Providian relieved of its obligations.                                                    |  |     Providian will pay PayPal [*] under Section 5, but for no longer than the remaining Term.

---

6.9  A
material feature of the Program is the on-going branding of the PayPal Website and the implicit endorsement of the PayPal Co-Branded Program
Card. Should the PayPal business model be materially altered with the PayPal branding (e.g., through name change due to acquisition or sale, etc.), which subsequently or through time, in Providian's
discretion, materially alters the ability to originate accounts within the Program, then Providian may terminate this Agreement on 30 days' notice unless the terms and conditions of all future
compensation and or reimbursement arrangements are revised to Providian's satisfaction. If Providian terminates the agreement for this reason, there will be no compensation payment.

6.10Effects of Expiration or Termination.Subject to other terms in this Agreement:

(a)Marks.Upon expiration or termination of this Agreement for any reason, Providian will have the right to use
the PayPal Marks on Cards issued prior to such expiration or termination, on periodic Account statements and on records of, and on correspondence to, any Cardholder until expiration of the Cards
except as provided in Section 6.8(f). Unless this Agreement terminates due to: (1) PayPal's material breach of this Agreement under Section 6.3, (2) PayPal's insolvency
under Section 6.5, (3) PayPal's improper activity under Section 6.6, or (4) either Party's Change of Control under Section 6.8, Providian will continue to pay PayPal
as provided in Section 5 for a period of 1 year from the effective date of expiration or termination. After the 1-year period, Providian will cease to use the PayPal Marks
except as described above in this subsection (a) or for identification purposes when necessary on Cardholder service or collection letters. Except as otherwise provided in this Agreement,

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Providian will not claim any right, title or interest in or to the PayPal Marks or to any mailing lists provided pursuant to this Agreement. However, Providian may use the PayPal Marks to complete
any solicitation that Providian is required by Applicable Law to complete. PayPal will not cause or attempt to cause the removal of PayPal's identification or PayPal Marks from any Cardholder's Cards,
checks or records already existing on the effective date of expiration or termination of this Agreement. Neither Party will make or distribute any disparaging or defamatory remarks regarding the other
Party, its products or services or its performance under this Agreement.

(b)Notice to Cardholders and Members.Upon expiration or termination of this Agreement for any reason, the
Parties will cooperate in good faith to develop a joint notice to Cardholders regarding the termination of the Program within 30 days of expiration or termination. In the event of a termination
resulting from a material breach under Section 6.3, the breaching Party will bear the cost of developing and distributing such notice to Cardholders and to Members. In the event of a
termination for other cause, each Parties will bear one-half of the cost of developing and distributing such notice to Cardholders and to Members.

(c)Solicitations.

(1)  If
Providian terminates this Agreement under Section 6.3, 6.5 or 6.6, PayPal will not solicit Cardholders for cards, including without limitation Competing Card
Products, to replace Cards (other than through general solicitation of all Members without targeting Cardholders) for 2 years after the effective date of termination. In no event will PayPal
target-solicit Cardholders to cancel or substitute their Accounts.

(2)  If
PayPal terminates this Agreement under Section 6.3, 6.5 or 6.6, Providian may not market to or solicit Members, or communicate with Members through direct use
of a Member List in an manner whatsoever, and will promptly destroy or return, at PayPal's sole election, all Member Lists and other PayPal Member information, provided that Providian will not be
prevented or restricted from marketing to or soliciting Members who already are Providian's credit card customers, and provided that Providian may solicit individuals or entities that are Members so
long as Providian does not target them by virtue of their Member status.

(d)  For
purposes of Section 6.5, the Member List constitutes "intellectual property" as that term is defined and used in the U.S. Bankruptcy Code, 11 U.S.C.
§101(35A), §365(n). If Providian terminates this Agreement under Section 6.5 due to PayPal's bankruptcy, Providian would be entitled to use the Member List for the
remaining Term notwithstanding any intervening bankruptcy by PayPal or attempt by PayPal to terminate or reject this Agreement under bankruptcy law. Notwithstanding any PayPal bankruptcy, PayPal will
continue to provide Providian with the Member List on a timely basis during the bankruptcy proceeding, and in any event at least every calendar month.

6.11Survival of Terms of this Agreement.The provisions of Sections 1, 2.4, 3.7, 5 for purposes of
Section 6.8, 6.10, 7.1, 8.1, 8.2, 9, 10, 11, 15.1, 15.3-15.6, 15.8-15.11 will survive expiration or termination of this Agreement.

17

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7.1Cooperation on Publicity.From and after the date of this Agreement, Providian will work with PayPal as its
strategic partner to enhance PayPal's relationships with the Card Associations, specifically Visa. Press releases describing the Parties' strategic relationships and the Program will not be made
without the mutual written consent of each Party, which will not unreasonably be withheld or delayed. Without the written permission of Providian, PayPal will not discuss any specifics of this
Agreement or the Program with issuers of other cards, except to disclose to those issuers that exclusivity provisions in this Agreement prohibit its discussion of or entering into agreements for
offerings of Competing Card Products. Without prior written approval from Providian, PayPal will not generally communicate with PayPal customers, potential customers, or outside Parties (other than
PayPal's attorneys, auditors, financial advisors and other agents or contractors with a reason to know within a confidential relationship or confidentiality agreement) about the Program or about
Providian's relationship with PayPal. Providian will not unreasonably withhold consent or delay consent beyond a 10-Business-Day period. These provisions will not apply to
disclosures that PayPal is required to make to the SEC, to shareholders, to the general public or to other individuals or entities as required by Applicable Law.

7.2E-Mail Policy.PayPal has an interest in avoiding overly aggressive e-mail
solicitation of its Members. If PayPal substantially changes its policy of e-mail solicitations approximately three times per quarter, it will inform Providian in advance. This provision
does not constitute an obligation for PayPal either to expand its policy, nor expands nor changes the provisions in Section 4.2 on type or frequency of marketing that Providian may conduct to
Members.

8.1Providian Ownership of Data.Providian will collect, maintain, and be the sole owner of all Cardholder Data.
Providian may use the Cardholder Data in a manner consistent with this Agreement for any legitimate business purpose and in compliance with Applicable Law, provided that no personally identifiable
Cardholder Data will be disclosed or transferred by Providian to any third party (other than credit reporting agencies or as otherwise necessary or appropriate for administration, servicing and
funding of the Accounts) without the Cardholder's prior express consent.

8.2PayPal Ownership of Data.Notwithstanding Section 8.1, PayPal will be the sole and complete owner of
all Member Lists and all proprietary information pertaining to Members provided by PayPal to
Providian pursuant to this Agreement and of all information provided to PayPal by a Member in PayPal's registration process. Providian may only use the data provided by PayPal to make the Card
offering and other products mutually agreed upon. Providian may not use the data for any marketing, other than provided by the channels in this agreement. Furthermore, Providian may not sell, lease,
or otherwise disclose this data to any third party. Finally, Providian may not sell or market directly to Members who have been declined for a Card or who decline an offer for a Card, or sell, lease
or otherwise disclose their information to any third party. However, Providian may maintain and use information that it obtains as a result of an Account relationship with a Member or a
Non-Member Consumer. The provisions of this Section 8.2 will not prohibit Providian from using information relating to Members that Providian acquires by other means.

8.3Privacy Policies.Providian and PayPal will maintain and publish on their Websites in a prominent manner
privacy policies in compliance with Applicable Law. The PayPal Privacy Policy will also follow practices endorsed or imposed by privacy groups such as TRUSTe and BBBOnline. Each Party will provide the
other with notice of any material changes to their privacy policy promptly after the effective date of such changes.

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9.1Duty to Keep Proprietary Information Confidential.Providian Confidential Information is a confidential and
valuable proprietary asset of Providian. PayPal Confidential Information is a confidential and valuable proprietary asset of PayPal. Each Party, the Card Associations and each Party's respective
employees, agents, third-party subcontractors and independent contractors ("Representatives") will treat as strictly confidential all Confidential Information and proprietary third-party products that
the other Party provides in connection with the Program. They will not disclose or duplicate Confidential Information or third-party products to anyone not having a need to know in connection with the
performance of this Agreement and will not use them except in connection with the performance of this Agreement. Each Party will take all steps needed to ensure that its Representatives preserve this
confidentiality.

9.2Duty To Keep This Agreement Confidential; Press Release.PayPal and Providian will maintain the
confidentiality of this Agreement and its terms and will not disclose this Agreement or its terms to any third party; provided, however, that either Party may disclose this Agreement or its terms:
(a) as required by Applicable Law, (b) to its subsidiaries, affiliates and parent companies, (c) to its accountants, legal advisors, financial advisors, government regulators, and
internal and external auditors, and (d) either Party may issue a press release about the Program upon execution of this Agreement if the press release has the written approval of the other
Party, which will not be unreasonably withheld, but which will be subject to regulations including the SEC Quiet Period and other relevant regulations. Providian and PayPal will consult with each
other prior to any conference with the press or other news media relating to the Program or this Agreement, including consultation with regard to responses to inquiries from the press or other media
about the Program or this Agreement.

9.4Information Security.By March 31, 2002, the Parties will amend this Agreement by adding mutually
agreeable Information Security Standards as Exhibit D to this Agreement ("Security Standards"). If the Parties do not add the Security Standards to this Agreement by March 31, 2002, the
Parties will continue to work together in good faith to establish mutually agreeable Information Security Standards, and Providian will not be obligated to pay PayPal the [*]
lump sum described in Section 5.2 until the Information Security Standards are incorporated in this Agreement.

9.3Duty to Notify Other Party of Any Mandated Disclosure.Each Party will notify the other immediately if it
receives a subpoena or other legal process referring to Confidential Information or documents containing Confidential Information and will cooperate in any effort the owner of such Confidential
Information has to comply with or to contest the legal process.

10.1By PayPal.PayPal will defend, indemnify and hold harmless Providian against each claim, action, damage
(including reasonable attorney fees and costs) or liability resulting from or relating to PayPal's breach of its obligations or of any terms (including, but not limited to, any representation or
warranty) under this Agreement; and any acts or omissions of PayPal, its directors, officers, agents or employees in connection with PayPal's participation in the Program.

10.2By Providian.Providian will defend, indemnify and hold harmless PayPal against each claim, action, damage
(including reasonable attorney fees and costs) or liability resulting from or relating to Providian's breach of its obligations or of any term (including, but not limited to, any representation or
warranty) under this Agreement; and any acts or omissions of Providian, its directors, officers, agents or employees in connection with Providian's participation in the Program.

10.3Liability Limitation.Notwithstanding any other terms in this Agreement, neither Party will be entitled to
recover special, incidental, punitive, or consequential damages, whether based on breach of contract, tort (including negligence), or otherwise, and whether or not that Party has been advised of the
possibility of such damage, except that this limitation will not apply to damages resulting from

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either Party's breach of its confidentiality obligations under Section 9, its representation and warranty under Section 14.1(f) or (h) as to PayPal, 14.2(f) or (g) as to
Providian, or its obligations under Section 15.1.

Any
controversy or claim between the Parties arising from or relating to this Agreement, or the breach of this Agreement, will be settled by arbitration to take place in San Francisco,
California or another mutually agreed upon site, in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a panel of three arbitrators selected in accordance with
those rules. Judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction and will be deemed Confidential Information.

Neither
Party will be responsible, nor incur any liability to the other for any failure to comply with the terms of this Agreement due to causes beyond its control, including, without
limitation, fire, storm, flood, acts of war, terrorism, accident, insurrection, sabotage, labor disputes, computer system malfunction, acts of God, acts of third Parties, acts of federal, state or
local government or judicial action ("force majeure"), provided that such actions that do not substantially hinder or prohibit performance will not excuse performance. If an event of force majeure is
caused by a labor dispute, computer system malfunction, or government or judicial action arising from the business operations of a Party and continues for 60 days or more, the other Party may
terminate this Agreement in accordance with Section 6.3.

Before
either Party will be obligated to implement the Program, all required approvals of any organization must be obtained including, without limitation, a Card Association.

In
addition to any representation or warranties made by the Parties in other sections of this Agreement, the Parties make the following representations and warranties:

14.1By PayPal.PayPal represents, warrants and covenants to Providian that: (a) it is duly incorporated,
validly existing and in good standing under the laws of Delaware; (b) it is duly authorized to enter into this Agreement and to perform its obligations hereunder; (c) the making of this
Agreement does not knowingly violate any law or regulation to which PayPal is subject or any agreement or contract to which it is a Party or by which it is bound; (d) it will comply with all
Applicable Law (including but not limited to Card Association rules and regulations which pertain to Card Association non-members who are affinity partners of a Card Association member) in
performing its obligations under this Agreement; (e) to the extent required by law, it has applied for licenses and, following receipt of such licenses, will continue to be duly qualified and
licensed and has made and will continue to make all registrations to do business necessary to carry out its obligations under this Agreement under the law
of each state in which the Program will be offered; (f) it owns and is authorized to use the PayPal Marks, and the use of the PayPal Marks does not violate the intellectual property rights of
any third party; (g) its entering into and performing this Agreement does not violate any other Agreements by which it is bound.

14.2By Providian.Providian represents and warrants to PayPal that: (a) it is a duly organized national
banking association, validly existing under the laws of the United States of America; (b) at the time of the execution of this Agreement, it is duly authorized to enter into this Agreement and
to perform its obligations hereunder, (c) the making of this Agreement does not knowingly violate any law or regulation to which Providian is subject or any agreement or contract to which it is
a party or by which it is bound; (d) it will comply with all Applicable Law in performing its obligations under this

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Agreement; (e) to the extent required by law, it is and will continue to be duly qualified and licensed and has made and will continue to make all registrations to do business and to carry out
its obligations under this Agreement under the law of each state in which the Program will be offered; (f) it is authorized to use Providian Marks, and the use of Providian Marks does not
violate the intellectual property rights of any third party; and (g) its entering into and performing this Agreement does not violate any other Agreements by which it is bound.

15.1Parties are Independent Contractors.PayPal and Providian are independent contractors, and neither is the
partner, employee or agent of the other. Neither PayPal nor Providian will have the power or authority to pledge, bind or obligate the other with respect to any third party.

15.2Amendments.Except as otherwise provided in this Agreement, any amendment or modification to this Agreement
or its Appendices must be in writing signed by both Parties.

15.3Headings.The Section headings in this Agreement are for convenience only and are in no way to be construed
as enlarging or limiting the scope of the particular terms to which they refer.

15.4Waiver.The waiver or failure of either Party to exercise any right provided for in this Agreement will not
be deemed a waiver of any further or future right under this Agreement.

15.5Notices.All notices and other communications between the Parties will be written and will be deemed given
if delivered personally or by overnight courier service, or facsimile transmission or 2 days
after mailing by registered or certified mail, return receipt requested, to a Party at its address set forth below, or to such other address as a Party may designate at a later time, as follows:

Providian:

Bill Buchanan
Executive Vice President
Providian Financial Corporation
123 Mission Street, 9th Floor
San Francisco, CA 94105
FAX: (415) 644-2321With a copy to:

Susan Lau
Senior Vice President and
Associate General Counsel
Providian Financial Corporation
201 Mission Street, 12th Floor
San Francisco, CA 94105
FAX: (415) 278-6012PayPal:

Todd Pearson
Senior Vice President
PayPal Inc.
1840 Embarcadero Road
Palo Alto, CA 94303
FAX: (650) 251-1101With a copy to:

John Muller
General Counsel
PayPal Inc.
1840 Embarcadero Road
Palo Alto, CA 94303
FAX: (650) 251-1306


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15.6"Writing" to Include Electronic Mail.References to "writing" or "written" in this Agreement will be deemed
to include an electronic mail message that is sent using standard Internet protocols and whose receipt is confirmed by the recipient to the sender.

15.7Assignment.This Agreement will be binding upon and will inure to the benefit of each Party and its
successors and assigns; provided that, neither Party will assign or transfer its rights under this Agreement by operation of law or otherwise, without the other Party's prior written consent which
will not be unreasonably withheld, except that either Party may assign its rights and obligations to its parent, subsidiary or affiliate, or in the event of reincorporation or reorganization, as long
as the assignment does not result in a substantial change to the Program or otherwise cause a breach of this Agreement. Additionally, Providian may not sell, transfer or assign Accounts to third
parties via a sale of assets, accounts or otherwise without the prior written permission of PayPal which will not be unreasonably withheld. Nothing in this Agreement will prohibit Providian from
securitizing or participating the Accounts or related receivables in accordance with general banking practices.

15.8Third-Party Beneficiaries.It is expressly intended and agreed that there are no third-party beneficiaries
to this Agreement.

15.9Governing Law.This Agreement will be governed by and interpreted in accordance with California law,
without regard to its principles of conflicts of laws, with exclusive jurisdiction in courts located in the counties of Santa Clara, San Mateo and/or San Francisco.

15.10Audit and Inspection.Each Party will keep and maintain, in accordance with generally accepted accounting
principles consistently applied, accurate books and records related to the Program including all charges, disbursements and expenses made or incurred by each Party in the performance of its
obligations. Each Party, including its internal and external auditors and the government agencies that regulate them, will have the right, upon reasonable notice, to audit, at any time prior to the
expiration of 1 year following termination of the Program, the other Party's books and records relating to the Program or this Agreement. Such audit will be at the expense of the auditing Party
and will be conducted during reasonable business hours. If any such audit indicates a discrepancy, the audited Party will promptly make the appropriate adjustments and/or payments, or, in the
alternative and at the auditing Party's option, the auditing Party will deduct or offset such discrepancy. If the discrepancy exceeds 5% of the payments for any given period, the Party that benefited
from the discrepancy will pay the costs of such audit.

15.11Entire Agreement.This Agreement is the final, full and exclusive statement of the agreement between
PayPal and Providian with respect to the subject matter set forth here. It supersedes all prior agreements and inducements relating to the subject of this Agreement. No promise or agreement made at or
after the execution of this Agreement is binding unless it is written and signed by both Parties.

15.12Counterparts; Facsimile Signatures.This Agreement may be executed in counterparts and, when fully
executed, will be deemed effective on the date first written above without regard to the dates or times on when actually signed. The signed copies of this Agreement may be delivered by telefacsimile,
and such facsimile exchange has the same legal effect as delivery of a signed original.

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IN
WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed this Agreement as of the date first shown above.

| |  | PayPal Inc.               
| |  | --------------------------
| |  |                           
| |  | By:                       
| |  |                           
| |  |                           
| |  | Date:                     
| |  |                           
| |  | Providian Bancorp Services
| |  |                           
| |  | By:                       
| |  |                           
| |  |                           
| |  | Date:                     

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Exhibit A

Performance Standards

Whether through Internet services, call center, or customer-service functions, Providian is committed to and strives for 100% customer satisfaction when helping
customers build, protect and responsibly use credit. Under this Agreement, Providian will meet the following service performance standards when servicing the Accounts.

Websites:



(Performance metrics will be websites sourced from Keynote, external measurement provider)

Call
Center:



E-mail
Support:



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Exhibit B

Competitors in Section 6.7

Providian
Competitors



PayPal
Competitors



25

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Exhibit C

Program Performance Hurdles

PayPal may exercise its right to terminate this Agreement according to Section 6.7 if the following Program Performance Hurdles are not met.

If,
after [*] after the Effective Date, and at the end of each consecutive calendar quarter, the Program fails to meet the [*] Rate shown
below as measured over the preceding full; calendar quarter, then PayPal may terminate this Agreement by sending Providian at least 90 days' prior written notice, subject to the Termination Fee
requirement shown below, if any. At the end of each calendar quarter, Providian will report the [*] Rate to PayPal in writing, after which PayPal will have 10 days to
exercise its termination right under Section 6.7 and this Exhibit C. For purposes of this provision, the number of Active Members will be based Active Members during the
90-day period immediately preceding PayPal's termination notice. For example, if PayPal gives Providian termination notice on August 30, 2003, Members who during the preceding
90-day period either logged in their PayPal account or received a payment in that account will be counted as an Active Member.

[*] Rate[*]

Termination Fee for PayPal to Pay
to Providian<[*]

No Fee>[*], but <[*]

[*] per Active Member>[*]

[*] per Active Member


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Exhibit D    Information Security Standards

[to be added by amendment by May 1, 2002]

CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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