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                                                                     Exhibit 4.4


                                                                  EXECUTION COPY


                AMENDMENT No. 2 dated as of June 1, 1995, to the Pooling and
        Servicing Agreement dated as of June 1, 1993, among FIRST DEPOSIT
        NATIONAL BANK, a national banking associations, as Seller and Servicer,
        PROVIDIAN NATIONAL BANK (formerly known as First Deposit National Credit
        Card Bank), a national banking association, as Seller, and BANKERS TRUST
        COMPANY, a New York banking corporation, as Trustee.

        WHEREAS the Sellers, the Servicer and the Trustee are parties to the
Pooling and Servicing Agreement dated as of June 1, 1993, as amended by the
AMENDMENT No. 1 dated as of May 1, 1994 (as so amended, the "Agreement"); and

        WHEREAS the Sellers, the Servicer and the Trustee now wish to amend the
Agreement as set forth herein;

        NOW, THEREFORE, the Sellers, the Servicer and the Trustee hereby agree
as follows:

                                   ARTICLE I

                                  DEFINITIONS

        SECTION 1.01. Defined Terms Not Defined Herein. All Capitalized terms
                      ---------------------------------
used herein that are not defined herein shall have the meaning ascribed to them
in the Agreement.

                                  ARTICLE II

                            AMENDMENTS TO AGREEMENT

        SECTION 2.01. Amendments to Section 1.01 of the Agreement. Section 1.01
                      --------------------------------------------
of the Agreement is hereby amended as follows:

                (a) The definition of the term "Collections" is amended and
        restated in its entirety to read as follows:

                   "Collections" shall mean (a) all payments (excluding
                    -----------
        Insurance Proceeds and other amounts constituting Recoveries of
        Principal Receivables or Finance Charge Receivables) received by the
        Servicer in










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respect of the Receivables, in the form of cash, checks (to the extent
collected), wire transfers, ATM transfers or other form of payment in accordance
with the Lending Agreement in effect from time to time on any Receivables and,
(b) with respect to any Monthly Period, a portion, determined pursuant to
Section 2.07(i), of the Interchange paid to the Sellers through the MasterCard
System, the VISA System and any other similar entity's or organization's system
relating to consumer revolving credit card accounts with respect to such Monthly
Period.

        (b) the definition of the term "Finance Charge Receivables" is amended
and restated in its entirety to read as follows:

        "Finance Charge Receivables" shall mean, with respect to any Monthly
         --------------------------
Period, all amounts billed to the Obligors on any Account at the beginning of
such Monthly Period and in respect of (i) Periodic Finance Charges, (ii)
Returned Cash Advance Check Fees, (iii) Late Fees, (iv) Overlimit Fees, (v)
Returned Payment Check Fees and (vi) all other fees and charges (excluding
Principal Receivables). Collections of Finance Charge Receivables, with respect
to any Monthly Period, shall include a portion, determined pursuant to Section
2.07(i), of the Interchange paid to the Sellers through the MasterCard System,
the VISA System and any other similar entity's or organization's system relating
to consumer revolving credit card accounts with respect to such Monthly Period.

        (c) The definition of the term "Interchange" is amended and restated in
its entirety to read as follows:

        "Interchange" shall mean interchange fees payable to any Seller, in its
         -----------
capacity as credit card issuer, through the MasterCard System, the VISA System
and any other similar entity's or organization's system relating to consumer
revolving credit card accounts in connection with cardholder charges for goods
and services.

        SECTION 2.02. Amendment to Section 2.01 of the Agreement. The first
                      -------------------------------------------
sentence of Section 2.01 of the Agreement is hereby amended and restated in its
entirety to read as follows:
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        By execution of this Agreement, each of the Sellers does herby sell,
        transfer, assign, set over and otherwise convey to the Trustee, on
        behalf of the Trust, for the benefit of the Certificateholders, all its
        right, title and interest in, to and under the Receivables existing at
        the close of business on the Trust Cut-Off Date, in the case of
        Receivables arising in the Initial Accounts owned by such Seller, and on
        each Additional Cut-Off Date, in the case of Receivables arising in the
        Additional Accounts owned by such Seller, and in each case thereafter
        created from time to time until the termination of the Trust, all moneys
        due or to become due and all amounts received with respect thereto and
        all proceeds (including "proceeds" as defined in the UCC) thereof and
        all of such Seller's rights, title and interest in and to the portion
        determined pursuant to Section 2.07(i) of all Interchange paid to such
        Seller.

            SECTION 2.03.  Amendments to Section 2.07 of the Agreement.  (a)
                           --------------------------------------------
Section 2.07(d) of the Agreement is hereby amended and restated in its entirety
to read as follows:

                (d)  Delivery of Collections.  In the event that such Seller
                     -----------------------
        receives Collections (other than Interchange to be included as
        Collections of Finance Charge Receivables pursuant to Section 2.07(i)),
        such Seller agrees to pay the Servicer all such Collections as soon as
        practicable after receipt thereof but in no event later than two
        Business Days after the Date of Processing by the Seller.

            (b)  Section 2.07 of the Agreement is hereby amended by the addition
of the following paragraph at the end of such Section:

                (i)  Interchange.  On or prior to each Determination Date,
                     ------------
        beginning with the first Determination Date following the June 1995
        Monthly Period, such Seller shall notify the Servicer (or notify another
        Seller if such other Seller is notifying the Servicer on behalf of all
        Sellers) of the amount of Interchange to be included as Collections of
        Finance Charge Receivables with respect to the preceding Monthly Period,
        beginning with the June 1995 Monthly Period, which shall be equal to the
        amount of Interchange paid to such Seller with respect to such Monthly
        Period multiplied by a fraction the numerator
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of which is the aggregate amount of cardholder charges for goods and services
with respect to such Monthly Period in the Accounts and the denominator of which
is the aggregate amount of cardholder charges for goods and services with
respect to such Monthly Period in all consumer revolving credit card accounts
owned by such Seller. In the event that information with respect to Interchange
with respect to any Monthly Period is not available to such Seller in sufficient
time prior to the immediately following Determination Date to enable such Seller
to complete the necessary servicing computations and reports relating to such
Monthly Period, such Seller shall notify the Servicer (or other Seller, as
described above) of the amount of Interchange to be included as Collections of
Finance Charge Receivables based on an estimate of Interchange for such Monthly
Period. Such Seller shall make any required adjustment to the amount of
Interchange to be included as Collections of Finance Charge Receivables provided
in such Seller's notice to the Servicer (or other Seller) on the second
following Determination Date, to the extent any such computations or reports
were based on an estimate; provided, however, that no such adjustment shall be
                           --------- --------
in an amount that would cause the amount of Interchange to be included as
Collections of Finance Charge Receivables to be a negative number or cause the
Trust to be obligated to make any payment in respect of Interchange to such
Seller or the Servicer.

        SECTION 2.04.  Amendment to Section 2.08 of the Agreement. Section
                       -------------------------------------------
2.08(d)(iii) of the Agreement is hereby amended and restated in its entirety to
read as follows:

        (iii) in the case of Additional Accounts, to the extent required by
Section 4.03, the Participating Sellers shall have deposited in the Collection
Account all Collections (other than Interchange to be included as Collections of
Finance Charge Receivables pursuant to Section 2.07(i) with respect to such
Additional Accounts since the Additional Cut-Off Date;

        SECTION 2.05. Amendment to Section 3.03 of the Agreement. Section
                      -------------------------------------------
3.03(i) of the Agreement is hereby amended and restated in its entirety to read
as follows:

        (i) Protection of Certificateholders' Rights. The Servicer shall take no
            -----------------------------------------
action which, nor omit to take
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        any action the omission of which, would substantially impair the rights
        of Certificateholders in any Receivable or Account, nor shall it, except
        in the ordinary course of its business and in accordance with the
        Lending Guidelines, reschedule, revise or defer Collections (other than
        Interchange to be included as Collections of Finance Charge Receivables
        pursuant to Section 2.07(i)) due on the Receivables.

        SECTION 2.06.  Amendments to Section 4.03 of the Agreement. (a) The
                       --------------------------------------------
first three sentences of Section 4.03(a) of the Agreement are hereby amended
and restated in their entirety to read as follows:

        The Servicer will apply or will instruct the Trustee to apply all funds
        on deposit in the Collection Account as described in this Article IV and
        in each Supplement. Except as otherwise provided below, the Servicer
        shall deposit Collections into the Collection Account no later than the
        second Business Day following the Date of Processing of such
        Collections, except for Collections consisting of Interchange, the
        Certificateholders' allocable portion of which the Servicer shall
        deposit into the Collection Account no later than 12:00 noon, New York
        City time, on the Transfer Date and the Sellers' allocable portion of
        which the Sellers shall retain. Subject to the express terms of any
        Supplement, but notwithstanding anything else in this Agreement to the
        contrary, for so long as FDNB remains the Servicer and (x) maintains a
        certificate of deposit rating of A-1 or better by Standard & Poor's and
        P-1 by Moody's, or (y) FDNB has provided to the Trustee a letter of
        credit covering collection risk of the Servicer acceptable to the Rating
        Agency (as evidenced by a letter from the Rating Agency), the Servicer
        need not make the daily deposits of Collections into the Collection
        Account as provided in the preceding sentence, but may make a single
        deposit in the Collection Account in immediately available funds not
        later than 12:00 noon, New York City time, on the Transfer Date, except
        for the Sellers' allocable portion of Collections consisting of
        InterchaNge, which the Sellers shall retain.

        (b) The first sentence of Section 4.03(c) of the Agreement is hereby
amended and restated in its entirety to read as follows:

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          On the earlier of (A) the second Business Day after the Date of
          Processing and (B) the day on which the Servicer actually deposits any
          collections into the Collection Account, the Servicer will pay to the
          Sellers (i) the Sellers' allocable portion of Collections of Finance
          Charge Receivables (except for such Collections consisting of
          Interchange, to the extent that the Sellers have retained their
          allocable portion thereof pursuant to Section 4.03(a)) and (ii) the
          Sellers' allocable portion of Collections of Principal Receivables;
          provided, however, that, in the case of Collections of Principal
          --------  -------
          Receivables allocated to the Sellers' Interest and any Shared
          Principal Collections that would otherwise be paid to the Sellers
          pursuant to Section 4.04, such amounts shall be paid to the Sellers
          only if the Sellers' Participation Amount (determined after giving
          effect to any Principal Receivables transferred to the Trust on such
          date) exceeds zero.

                                  ARTICLE III

                                 MISCELLANEOUS

        SECTION 3.01.  Ratification of Agreement. As amended by this Amendment,
                       -------------------------
the Agreement is in all respects ratified and confirmed and the Agreement as
amended by this Amendment shall be read, taken and construed as one and the
same instrument.

        SECTION 3.02.  Amendment. The Agreement any be amended from time to time
                       ---------
only if the conditions set forth in Section 13.01 of the Agreement are
satisfied.

        SECTION 3.03   Counterparts. This Amendment may be executed in two or
                       ------------
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.

        SECTION 3.04   GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
                       -------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE

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PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

        IN WITNESS WHEREOF, the Sellers, the Servicer and the Trustee have
caused this Amendment to be duly executed by their respective officers as of the
day and year first above written.

                                FIRST DEPOSIT NATIONAL BANK,
                                Seller and Servicer,

                                     by   /s/ David J. Petrini
                                          ---------------------------
                                          Name: David J. Petrini
                                          Title: Senior Vice President and
                                                 Senior Financial Officer


                                PROVIDIAN NATIONAL BANK,
                                Seller,

                                     by   /s/ David J. Petrini
                                          ---------------------------
                                          Name:  David J. Petrini
                                          Title: Senior Vice President and
                                                 Senior Financial Officer




                                BANKERS TRUST COMPANY,
                                Trustee,

                                     by   /s/ Donielle Forey
                                          ---------------------------
                                          Name:  Donielle Forey
                                          Title: Assistant Treasurer