0001104659-04-031709 Sample Contracts

SECOND AMENDMENT TO RESTRICTED STOCK AWARD DESCRIPTION
Restricted Stock Award Description • October 25th, 2004 • Providian Financial Corp • National commercial banks

The award descriptions evidencing the restricted stock grants to you, dated as of November 25, 2001 and January 2, 2002, and as amended by the Amendment to Restricted Stock Award Description effective as of November 7, 2003 (as so amended, the “Grant Agreements”) by Providian Financial Corporation, a Delaware corporation (the “Company”), are hereby further amended as set forth below, effective as of the date of this amendment (the “Amendment”). All capitalized terms used but not defined in this Amendment shall have the meanings set forth in the employment agreement dated as of November 25, 2001 between the Company and you.

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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 25th, 2004 • Providian Financial Corp • National commercial banks

First Amendment (the “First Amendment”) to Executive Employment Agreement (the “Agreement”) dated as of November 25, 2001 between Providian Financial Corporation, a Delaware corporation (the “Company”), and Joseph W. Saunders (the “Executive”), is entered into as of July 27, 2004.

SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 25th, 2004 • Providian Financial Corp • National commercial banks

This Second Amendment (this “Amendment”) to Executive Employment Agreement dated as of November 25, 2001, as amended by the First Amendment to Executive Employment Agreement dated as of July 27, 2004 (as so amended, the “Agreement”), by and between Providian Financial Corporation, a Delaware corporation (the “Company”), and Joseph W. Saunders (the “Executive”), is entered into as of October 19, 2004.

PROVIDIAN FINANCIAL CORPORATION
Restricted Stock Grant Agreement • October 25th, 2004 • Providian Financial Corp • National commercial banks

Providian Financial Corporation, a Delaware corporation (the “Company”), hereby awards shares of its Common Stock (“Shares”) as a stock award to the Participant named below, subject to the terms and conditions set forth in this Restricted Stock Grant Agreement (“Agreement”) and the Company’s 2000 Stock Incentive Plan (the “Plan”), as amended from time to time.

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