2003 Committee Charter : PVN

Adopted: January 29, 2003

PROVIDIAN FINANCIAL CORPORATION
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER

Committee Purpose

The Nominating and Corporate Governance 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 of Directors (1) to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (2) to assist the Board by identifying individuals qualified to become nominees for Chief Executive Officer, Chairman of the Board and President; (3) to recommend to the Board the Corporate Governance Guidelines applicable to the Company; (4) to lead the Board in its annual review of the Board's performance; and (5) to recommend to the Board nominees to serve as members of each committee of the Board.

Committee Membership

The Committee shall consist of no fewer than three members. The members of the Committee shall 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. The Committee Chairman shall be appointed by the Board.

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

Committee Authority and Responsibilities

The Committee shall have the sole authority to retain and terminate any search firm to be used to identify any candidates for director, Chief Executive Officer, Chairman of the Board, or President and shall have sole authority to approve the search firm'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.


The Committee shall review with the Board, on an annual basis, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole and, when appropriate, shall actively seek individuals qualified to become Board members for recommendation to the Board. The Committee shall make recommendations to the Board concerning (a) a director's continuation of service at the expiration of his or her term of office, (b) the impact of any director's service on the boards of more than three public companies and (c) a director's continuation of service following a change in principal occupation, position or responsibility. In particular, the Committee will recommend to the Board the nominees for whom proxies solicited on behalf of the Board will be voted at the annual meeting of the Company's stockholders, and nominees to fill vacancies of the Board caused by retirement, death, inability to serve, resignation, an increase in the number of members of the Board, or any other reason. The Committee shall consider written recommendations from stockholders of the Company regarding potential nominees for election as directors.


The Committee shall from time to time as necessary seek individuals qualified to fill the office or offices of Chief Executive Officer, Chairman of the Board and President and shall recommend such individuals to the Board for election by the Board.


The Committee shall, at least annually, recommend to the full Board a presiding director to preside at meetings of the non-management directors, or a method by which the presiding director of each session will be selected, and nominees for each committee of the Board. The Committee shall oversee a self-evaluation of each committee annually.


The Committee shall establish criteria for Board evaluation, receive input from all directors, and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year.


The Committee shall oversee director continuing education and new director orientation.


The Committee shall annually review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.


The Committee may form subcommittees, and may delegate authority to its Chairman or to subcommittees when appropriate, taking into consideration that some powers and authorities may be required by law to be exercised by the whole Committee or by a subcommittee of at least two members.


The Committee shall regularly report to the Board on its activities.


The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance under this charter and report the results of its review to the Board.


The Committee shall perform such other duties as may be delegated to or required of the Committee from time to time by resolution of the Board.