Providian Financial Corporation
Human Resources and Compensation Committee Charter

Adopted: January 29, 2003

Committee Purpose

The Human Resources and Compensation Committee (the "Committee") is established pursuant to Article 3.1 of the Bylaws of Providian Financial Corporation (the "Company"). The Committee is appointed by the Board to oversee all policies of the Company designed to attract and retain a diverse, highly competent workforce, to discharge the Board's responsibilities relating to compensation of the Company's officers, and to review the Company's senior management succession plan. The Committee has overall responsibility for approving and evaluating the Company's officer compensation plans, policies and programs.

The Committee is also responsible for producing the annual report on executive compensation, including the Company's 162(m) deductibility policy, required to be included in the Company's proxy statement pursuant to applicable federal securities rules and regulations.

Committee Membership

The Committee shall consist of no fewer than three directors, all of whom must meet the independence requirements of the New York Stock Exchange and any standards of independence as may be prescribed for purposes of any federal securities, tax or other laws relating to the Committee's duties and responsibilities, including Section 162(m) of the Internal Revenue Code and Rule 16b-3 under the Securities Exchange Act of 1934. The Committee Chairman shall be appointed by the Board.

Committee members shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee, and may be replaced by the Board. The Committee may also appoint a Secretary, who need not be a director.

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Committee Authority and Responsibilities

Compensation

  1. The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer or senior executive compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
     
  2. The Committee shall annually review director compensation and recommend to the full Board for approval the form and amount of director compensation.
     
  3. The Committee shall at least annually review and approve corporate goals and objectives relevant to Chief Executive Officer compensation, and evaluate the Chief Executive Officer's performance in light of those goals and objectives. The Committee shall determine the appropriate elements and levels of compensation (including base salary and short-term and long-term incentives) for the Chief Executive Officer based on this evaluation and after consultation with the Board. In establishing the Chief Executive Officer's total compensation, including the long-term incentive component of total compensation, the Committee will also consider appropriate factors, such as the Company's performance and relative shareholder return, the elements and value of compensation provided to chief executive officers at comparable companies, and the elements and value of compensation previously provided to the Chief Executive Officer. The Committee shall review and, to the extent appropriate, approve for the Chief Executive Officer any employment, severance, change in control or similar agreement or arrangement, as well as any special or supplemental benefits or perquisites, proposed to be provided to the Chief Executive Officer.
     
  4. The Committee shall at least annually review and approve, for the executive officers that directly report to the Chief Executive Officer and, to the extent required under Rule 16b-3 under the Securities Exchange Act of 1934 or Section 162(m) of the Internal Revenue Code, any other officer, corporate goals and objectives relevant to such officers and determine for such officers (a) the annual base salary level, (b) the short-term incentive opportunities, (c) the long-term incentive opportunities, (d) to the extent appropriate, any employment, severance, change in control and similar agreements and arrangements, and (e) to the extent appropriate, any special or supplemental benefits or perquisites, proposed to be provided to such officers. In establishing the elements and value of such officers' total compensation, including the long-term incentive component of total compensation, the Committee will consider appropriate factors, such as the officers' performance, the Company's performance and relative shareholder return, the elements and value of compensation provided to officers with comparable duties at comparable companies, and the elements and value of compensation previously provided to such officers.
     
  5. The Committee shall periodically review the Company's incentive-compensation and equity-based plans and (unless the Board has delegated such authority to the Committee) recommend to the Board the adoption of, or material changes in, material employee benefit, bonus, severance and other compensation plans of the Company. As appropriate in connection with this process, the Committee shall seek appropriate assurances from internal or external advisors that all compensation and perquisites are appropriate, legally permissible and properly disclosed to the Company's shareholders.
     
  6. The Committee shall annually review the Company's compensation policies. In conducting this review, the Committee shall have the objective "consistent with best practices" of ensuring an adequate supply of key management talent, or "intellectual capital," in order to maintain the Company's competitive position, while recognizing employee performance.

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Other Matters

  1. The Committee shall elect all officers of the Company other than the Chairman, Chief Executive Officer and President.
     
  2. The Committee shall annually review the Company's key corporate employee policies and the compliance programs relating to such policies.
     
  3. The Committee shall perform such duties and responsibilities as may be assigned to the Committee by resolution of the Board or under the terms of any compensation plan.
     
  4. The Committee shall annually review the diversity of the Company's employee base under the Company's programs to maintain diversity, including the Company's equal opportunity policy.
     
  5. The Committee shall review and assess on a periodic basis the Company's policies and procedures relating to all 401(k) and similar plans maintained by the Company.
     
  6. The Committee shall make an annual report to the Board on succession planning and senior management development.
     
  7. The Committee may form and delegate authority to its Chairman or to subcommittees of one or more Committee members when appropriate, except to the extent such powers and authorities are required by law to be exercised by the whole Committee or by a subcommittee of at least two members.
     
  8. The Committee shall regularly report to the Board on its activities.
     
  9. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
     
  10. The Committee shall annually review its own performance and report the results of this review to the Board.