UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended December 31, 1996

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act  of  1934  For  the   transition   period   from   ____________________   to
___________________ Commission file Number 1-6701

                           PROVIDIAN CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                                       51-0108922
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)

Providian Center, 400 West Market Street, Louisville, Kentucky 40202
    (Address of principal executive offices)                 (Zip Code)

Registrant's  telephone  number,  including area code (502) 560-2000

Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange
    Title of each class                               on which registered
    -------------------                              -------------------
Common Stock, $1 par value                          New York Stock Exchange
                                                     Pacific Stock Exchange
8 7/8% Cumulative Monthly Income
Preferred Shares*                                   New York Stock Exchange
--------------------------------                ----------------------------

     *Issued by  Providian  LLC and the  payment of  dividends  and  payments on
liquidation or redemption are guaranteed by Providian Corporation

Securities registered pursuant to Section 12(g) of the Act: None

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant as of March 6, 1997.
                  Common Stock, $1 par value - $5,404,654,428
                  -------------------------------------------

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of March 6, 1997.
                 Common Stock, $1 par value - 94,459,922 shares
                 ----------------------------------------------

DOCUMENTS INCORPORATED BY REFERENCE
Portions  of the  Annual  Report  for the year  ended  December  31,  1996,  are
incorporated by reference into Parts I and II.

Portions of the definitive Proxy  Statement relative to the 1997 Annual  Meeting
of  Stockholders  to be filed by the Registrant with the Commission within 120
days following the end of the Registrant's fiscal year, are incorporated by
reference into Part III.




<PAGE>


Item 1. (continued)
PART 1

Item 1.  BUSINESS

                            ORGANIZATION AND SEGMENTS
                            -------------------------

Providian  Corporation (the "Company"),  an insurance and diversified  financial
services company based in Louisville,  Kentucky, was incorporated in Delaware in
1969 by Commonwealth Life Insurance Company ("Commonwealth Life"). The objective
was to achieve earnings growth through acquisitions of other insurance companies
and,  thus,  affect  economies  of scale  and the  sharing  of  commonly  needed
resources,  while  preserving  the  strengths of acquired  companies'  marketing
operations. The name of the Company was changed from Capital Holding Corporation
to Providian Corporation effective May 12, 1994.

Through affiliates of its Providian Agency Group, Providian Direct Insurance and
Providian Capital  Management  business units, the Company offers  accumulation,
life and  annuity,  accident  and health and  property  and  casualty  insurance
products  and  certain  fee-based  products.  The  Company's  Providian  Bancorp
affiliates  provide  consumer  loans,  deposits  and other  banking  and related
services and certain fee-based products.

Changes in Control of Registrant
--------------------------------

On December 28, 1996,  Providian  Corporation  executed a Plan and  Agreement of
Merger and Reorganization (the "Merger Agreement") with AEGON N.V. ("AEGON") and
LT Merger Corp., a wholly owned subsidiary of AEGON ("Merger Sub"),  pursuant to
which Merger Sub will merge with Providian Corporation.  In connection with this
merger, Providian Corporation will spin off Providian Bancorp, Inc. to Providian
Corporation  shareholders  (the  "Distribution").  For each  share of  Providian
Corporation  stock  owned,  shareholders  will  receive  one share of  Providian
Bancorp, Inc. in the Distribution. Pursuant to the Merger Agreement, among other
things,  (a)  Providian  Corporation  will be the surviving  corporation  in the
merger and become a wholly owned  subsidiary of AEGON,  and (b) each shareholder
of Providian Corporation will be entitled to receive a number of shares of AEGON
common stock in exchange for shares of Providian Corporation's common stock.

Shareholders of Providian Corporation will receive in exchange for each share of
common stock, a fraction of an AEGON common share equal to $28.00 divided by the
"AEGON Share Price." Generally, the "AEGON Share Price" is equal to the average,
during the 20 trading days  immediately  preceding  the last business day before
the date of the merger, of the average daily high and low prices per share of an
AEGON common share on the New York Stock Exchange (the "Fair Market Value at the
Effective Time").  The AEGON Share Price,  however,  is subject to a collar, for
the purposes of calculating  the exchange  ratio,  which provides that the AEGON
Share Price shall be $61.153 if the Fair Market Value at the  Effective  Time is
equal to or greater  than  $61.153 and shall be $50.034 if the Fair Market Value
at the  Effective  Time is equal to or less than $50.034.  The Merger  Agreement
also provides that AEGON may terminate the agreement if the AEGON Share Price is
more than $66.713 and that Providian  Corporation may terminate the agreement if
the AEGON Share Price is less than  $44.475,  unless the other party agrees to a
"make-whole"  provision.  In general, the "make-whole" provision would mean that
the value of the AEGON common shares issued in the merger would not be more than
$30.545 or less than  $24.889  for each share of  Providian  Corporation  common
stock.

The Board of Directors of Providian  Corporation  has  unanimously  approved the
Merger  Agreement  and the  Distribution.  The merger is subject to  approval by
various regulatory authorities, approval by Providian Corporation's shareholders
and certain other  conditions.  The  Distribution  will occur only if all of the
conditions necessary for the merger are satisfied.

Should the  Merger  Agreement  be  terminated  as a result of certain  fiduciary
obligations  of the  Board of  Directors  of  Providian  Corporation,  Providian
Corporation would be required to pay to AEGON liquidated  damages of $80 million
to $100 million.

Because  consummation of the merger and the Distribution is subject to the above
conditions,  no representations  can be made as to whether,  or when, the merger
and  Distribution  will be completed or as to the possible  impact of the merger
and  Distribution  on the  financial  condition and results of operations of the
Company should the merger and Distribution occur.

Providian Agency Group
----------------------

By 1976,  the Company had acquired  Peoples  Life  Insurance  Company  ("Peoples
Life") in Washington,  D.C.; National Standard Life Insurance Company ("National
Standard") in Orlando,  Florida;  Georgia  International  Life Insurance Company
("Georgia  International")  in Atlanta,  Georgia;  Home Security Life  Insurance
Company ("Home Security") in Durham, North Carolina; and several other companies
that were subsequently merged into these affiliates. On October 1, 1985, Peoples
Life and Home Security Life were merged to form Peoples  Security Life Insurance
Company ("Peoples Security") with headquarters in Durham. On March 31, 1987, the
Company sold Georgia International to Southmark  Corporation.  On April 1, 1988,
National Standard was merged into  Commonwealth  Life. On September 8, 1989, the
Company acquired Southlife Holding Company and its primary operating  companies,
Public Savings Life Insurance Company ("Public Savings  Insurance") and Security
Trust Life Insurance  Company  ("Security  Trust"),  headquartered in Nashville,
Tennessee.  In  December,  1991,  the  Company  created  Capital  Security  Life
Insurance  Company  ("Capital  Security"),  as the  successor to Public  Savings
Insurance. On November 14, 1991, the Company acquired Durham Corporation and its
primary operating company,  Durham Life Insurance Company ("Durham Life"),  with
headquarters in Raleigh,  North Carolina. On September 30, 1994, Durham Life was
merged into Peoples Security.  On January 31, 1996,  Capital Security was merged
into Security Trust and Security  Trust's name was changed to Capital  Security.
Following this merger,  Agency Group's business is conducted  primarily  through
three affiliates: Commonwealth Life, Peoples Security and Capital Security.

Providian Direct Insurance
--------------------------

In 1979,  Commonwealth Life's property and casualty operation was recapitalized,
made a direct subsidiary of the Company and later renamed Providian Property and
Casualty Insurance Company  ("Providian P&C"). On December 31, 1986, the Company
acquired  Worldwide  Underwriters  Insurance  Company,  which  has been  renamed
Providian Auto and Home Insurance  Company  ("Providian  Auto"),  located in St.
Louis, Missouri, and the personal lines property and casualty insurance business
of the Wausau Insurance Companies.  Concurrently, it made Providian P&C a direct
subsidiary of Providian Auto. These two affiliates, together with Providian Fire
Insurance Company, a subsidiary of Providian P&C, form the property and casualty
line of business of the Providian Direct Insurance business unit.

National Liberty Corporation ("National Liberty") in Valley Forge, Pennsylvania,
was  acquired on January  14,  1981,  and added a  nationwide  direct  marketing
operation to what previously had been a regional, agent based marketing system.

In  addition,  National  Home Life  Assurance  Company,  which has been  renamed
Providian  Life and Health  Insurance  Company  ("Providian  Life") and which is
domiciled in Missouri, was also acquired as National Liberty's primary operating
company,  together with its  principal  subsidiaries,  Veterans  Life  Insurance
Company  ("Veterans Life") and National Home Life Insurance Company of New York,
which has been renamed First Providian Life and Health Insurance Company ("First
Providian").

Effective  January 15, 1993,  Providian Auto acquired  Academy  Insurance  Group
("Academy") and its affiliates.  Academy  principally  markets life insurance to
active duty military service personnel.

Providian Capital Management
----------------------------

In  1987,  the  group  accumulation  product  business,  previously  managed  in
Providian  Agency  Group,  and the  individual  accumulation  product  business,
previously  managed  by  National  Liberty,  were  moved  to  Providian  Capital
Management.  Affiliates of Providian Agency Group and Providian Direct Insurance
offer  these  group and  individual  accumulation  products.  In addition to the
marketing and management of accumulation  (investment-type) products,  Providian
Capital   Management   manages  the   Company's   insurance-related   investment
portfolios.

Providian Bancorp
-----------------

In April,  1984,  the Company  acquired a controlling  interest in First Deposit
Corporation  (which,  effective November 11, 1994, changed its name to Providian
Bancorp,  Inc.), located in San Francisco,  California,  which owns, among other
subsidiaries,  a grandfathered non-bank bank (First Deposit National Bank) and a
credit card bank  (Providian  National  Bank,  which changed its name from First
Deposit  National  Credit Card Bank  effective  January 1, 1995).  Ownership was
increased  each year until 1989 when the  remaining  shares were  purchased.  At
December  31, 1996,  the Company  owned 100% of the common stock and 100% of the
outstanding  preferred  stock of Providian  Bancorp.  These  affiliates form the
Providian Bancorp business unit.

Financial   information   about  business   segments  is  included  in  Item  7,
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.

                                    PRODUCTS
                                    --------

Insurance
---------

Commonwealth Life, Peoples Security, Capital Security,  Providian Life, Veterans
Life,  First  Providian  and  Academy  write a variety of group and  individual,
nonparticipating   life  insurance  products.   These  include  universal  life,
traditional and  interest-sensitive  whole life insurance,  term life insurance,
accidental  death and  dismemberment  coverage  and  premium  waiver  disability
insurance.



<PAGE>


The following table  reconciles total life insurance in force for the year ended
December 31, 1996:

                                                Total Life Insurance
                                                (dollars in millions)
                                                ---------------------


In force at December 31, 1995                           $66,131 (1)
Sales and additions                                      10,346

Terminations:
Surrender and Conversion                                  2,313
Lapse                                                     7,771
Reinsurance                                                  --
Other                                                     1,617
                                                      ---------
Subtotal                                                 11,701
                                                      ---------
In force at December 31, 1996                           $64,776 (1)
                                                      =========

Number of policies in force before reinsurance
ceded at December 31, 1996                            6,287,573
                                                      =========

(1)  Reinsurance  assumed  has been  included.  Reinsurance  ceded  has not been
deducted.

Commonwealth Life, Peoples Security, Capital Security,  Providian Life, Veterans
Life,  First  Providian and Academy also issue an  assortment of individual  and
group  accident and health  insurance  products.  These  include  coverages  for
regular income during periods of  hospitalization,  scheduled  reimbursement for
specific  hospital/surgical  expenses  and  cancer  treatments,   hospice  care,
deductible and co-payment amounts not covered by other health insurance and lump
sum payments for  accidental  death or  dismemberment  and provide  benefits for
death and injury resulting from an accident. Additionally, Providian Life offers
a Medicare supplement product.

Providian Auto and its  subsidiaries  underwrite  personal lines  automobile and
umbrella liability coverages mainly for standard and preferred risks.

Accumulation
------------

The group line of  accumulation  products,  offered through  Commonwealth  Life,
Peoples  Security  and  Providian  Life,  consists  of  floating  and fixed rate
guaranteed  investment  contracts  ("GICs"),  Trust  GICs and  separate  account
products  offered to group customers,  including  pension funds,  banks,  mutual
funds and other  organizations.  The Trust GIC  product,  an  off-balance  sheet
fee-based product,  permits the plan sponsor to own and retain assets related to
these  contracts and  Commonwealth  Life and Peoples  Security  provide  benefit
responsiveness  in the event that  qualified plan benefit  requests  exceed plan
cash flows.

Through  Providian Life,  Commonwealth  Life and Peoples  Security,  the Company
offers  individual  accumulation  products  including  immediate  life annuities
(primarily  structured  settlements),  variable  annuities,  single  premium and
flexible premium deferred annuities and individual retirement annuities.  Single
premium deferred  annuities and flexible premium deferred  annuities are offered
at a fixed  interest  rate on  either a fixed or  indexed  basis.  In  addition,
flexible premium deferred annuities are offered on a variable contract basis.

Banking
-------

Providian Bancorp affiliates offer both secured and unsecured loans,  as
well as a broad range of deposit products.  The receivables  portfolio  consists
primarily  of  unsecured  consumer  loans  which use a VISA(R) or  MasterCard(R)
credit  card as the credit  extension  vehicle,  a revolving  cash loan  product
without a credit card, a savings  deposit secured line of credit using a VISA(R)
or  MasterCard(R)  credit card, a home equity secured loan product and insurance
premium  finance   installment  loans.   Deposit  products  include  retail  and
institutional certificates of deposit and money market deposit accounts.

Fee-Based Products
------------------

Providian  Bancorp has developed  fee-based  strategic  protection  products and
services such as Credit Protection, Home Protection(R), First Health Advantagesm
and DrivePro(R). Certain of these products are also marketed by Providian Agency
Group and Providian Direct Insurance.

                                    MARKETING
                                    ---------

Providian Agency Group markets  individual  insurance products primarily through
agents,  who call on  customers  in their  homes to sell  policies  and  provide
related  services.  In addition,  such agents  market  certain of the  fee-based
products  described  above.  Substantially  all of the agents are  employees  of
Providian  Agency Group,  Inc. and do not represent  insurers  other than Agency
Group. Such  representatives  receive  compensation from sales commissions,  and
from renewal and service commissions.  The compensation  arrangement is designed
to  reward  representatives  who not  only  sell  new  policies,  but  who  also
effectively  maintain and service  in-force  business to meet Company  sales and
persistency objectives.  In addition to its agent sales organization,  marketing
partnerships have also been formed whereby products are distributed  through the
insurance and marketing organizations of third parties.

Providian   Direct   Insurance   primarily  uses   television  and  print  media
solicitation,  direct mail,  telephone  and  third-party  programs to market its
insurance   products   and   certain   fee-based   products.   Additional   mail
correspondence  and  telephone  communications  are used to  follow up and close
sales.  Sponsored  marketing  programs are conducted  through  major banks,  oil
companies,  department  stores,  associations  and other  businesses  with large
customer  bases.  Academy's  products  are  marketed  to  active  duty  military
personnel on military bases through independent Agents/Counselors.  Property and
casualty products are also marketed through a portion of the home service agents
of Agency Group.

Group accumulation products of Providian Capital Management are marketed through
a small sales staff,  bank trustees,  municipal GIC brokers,  GIC fund managers,
brokers and direct marketing. Individual products are marketed through financial
planners,  stock  brokerage  firms,  independent  agents,  pension  consultants,
savings and loan associations, banks and other financial institutions and direct
mail programs.

Providian  Bancorp's  consumer loan and deposit products are primarily  marketed
using direct mail and telemarketing  channels and other direct response methods.
Insurance  premium  finance  installment  loans are primarily  marketed  through
agents under the management of a third party vendor.

Except for Providian Agency Group's  marketing  partnerships  arrangements,  the
Company's Providian Agency Group affiliates  concentrate their marketing efforts
in the Southeast and Mid-Atlantic  states, while the Providian Direct Insurance,
Providian  Capital  Management,  Providian  Agency Group  (through its marketing
partnerships  arrangements)  and Providian  Bancorp  business units market their
products nationwide.

                                      RISK
                                      ----

Risk is integral to insurance  but, as is customary in the  insurance  business,
risk  exposure is kept within  acceptable  limits.  The  Company's  subsidiaries
retain no more than $1 million of life insurance and $250 thousand of accidental
death benefits for any single life.  Excess coverages are reinsured  externally.
At December 31, 1996,  approximately $3.7 billion,  or approximately 5.7 percent
of total life  insurance in force,  was reinsured with  nonaffiliated  insurance
companies.  The  Company  would  become  liable for the  reinsured  risks if the
reinsurers could not meet their obligations.

The  Company's  life  insurance  affiliates  in many cases  require  evidence of
insurability before issuing individual life policies including, in some cases, a
medical  examination  or a  statement  by an  attending  physician.  Home office
underwriters  review that  evidence  and  approve the  issuance of the policy in
accordance with the  application if the risk is acceptable.  Some applicants who
are substandard  risks are rejected,  but many are offered  policies with higher
premiums or restricted  coverages.  As of December 31, 1996,  approximately 2.06
percent  of life  insurance  in  force  was  represented  by  risks  which  were
substandard at the time the policy was issued. The majority of individual health
insurance is Providian Direct Insurance business and written without evidence of
insurability, relying on safeguards such as product design, limits on the amount
of coverage, and premiums which recognize the resultant higher level of claims.

The Company's  annuities  and  structured  settlements  carry  reinvestment  and
mortality   risks.    Additionally,    deferred   annuities   are   subject   to
disintermediation under some circumstances. Providian Capital Management employs
appropriate underwriting and investment strategies to minimize these risks.

Banking  Group's  unsecured  consumer loans are  principally  generated  through
direct mail and  telemarketing  solicitations and are made to a prescreened list
of prospective  accountholders,  followed by credit verification.  Banking Group
uses proprietary  technology and credit models to target creditworthy  unsecured
consumer  loan  customers who are expected to be eligible for a high credit line
and who are likely to respond to the offer and resolve their balances.

Detailed  discussions about the Company's  investments are included in Note D to
the Consolidated  Financial  Statements on pages 51 and 52 of the Company's 1996
Annual  Report and Item 7,  Management's  Discussion  and  Analysis of Financial
Condition  and  Results  of  Operations.  As a  diversified  financial  services
company, many of the Company's assets and liabilities are monetary in nature and
thus are  sensitive  to changes in the  interest  rate  environment.  Additional
information  about  interest  rate  risk is  included  in  Item 7,  Management's
Discussion and Analysis of Financial Condition and Results of Operations.

                                   REGULATION
                                   ----------

Insurance
---------

The business of the Company's  insurance  subsidiaries  is subject to regulation
and supervision by the insurance regulatory authority of each state in which the
subsidiaries  are licensed to do business.  Such  regulators  grant  licenses to
transact  business;  regulate trade  practices;  approve  policy forms;  license
agents;  approve certain premium rates; establish minimum reserve and loss ratio
requirements;   review  form  and  content  of  required  financial  statements;
prescribe the type and amount of investments permitted; and assure that capital,
surplus and  solvency  requirements  are met.  Insurance  companies  can also be
required  under the  solvency or  guaranty  laws of most states in which they do
business to pay assessments up to prescribed limits to fund policyholder  losses
or liabilities of insolvent insurance companies.  They are also required to file
detailed annual reports with supervisory agencies, and records of their business
are  subject  to  examination  at any  time.  Under  the  rules of the  National
Association  of  Insurance   Commissioners   (the  "NAIC"),   a  self-regulatory
organization of state insurance commissioners,  insurance companies are examined
periodically by one or more of the supervisory agencies.

In 1992, the NAIC adopted a "Risk Based Capital for Life and/or Health  Insurers
Model  Act" (the  "Model  Act")  which was  designed  to  identify  inadequately
capitalized  life and health  insurers.  The Model Act defines two key measures:
(i) Total  Adjusted  Capital,  which equals an insurer's  statutory  capital and
surplus  plus  its  Asset  Valuation  Reserve,   plus  half  its  liability  for
policyholder  dividends,  and (ii) Risk Based  Capital.  Risk  Based  Capital is
determined  by a complex  formula  which is  intended  to take into  account the
various  risks  assumed by an insurer.  The NAIC adopted a similar,  though more
elaborate model act for property/casualty  insurers in 1993. Should an insurer's
Adjusted Capital fall below certain  prescribed  levels (defined in terms of its
Risk  Based  Capital),  the  Model Act  provides  for four  different  levels of
regulatory attention:

"Company Action Level":  Triggered if an insurer's Adjusted Capital is less than
100% but greater  than or equal to 75% of its Risk Based  Capital;  requires the
insurer to submit a plan to the appropriate  regulatory authority that discusses
proposed corrective action.

"Regulatory  Action Level":  Triggered if an insurer's  Adjusted Capital is less
than 75% but greater than or equal to 50% of its Risk Based Capital;  authorizes
the regulatory  authority to perform a special examination of the insurer and to
issue an order specifying corrective actions.

"Authorized  Control Level":  Triggered if an insurer's Adjusted Capital is less
than 50% but greater than or equal to 35% of its Risk Based Capital;  authorizes
the regulatory authority to take whatever action it deems necessary.

     "Mandatory Control Level": Triggered if an insurer's Adjusted Capital falls
below 35% of its Risk Based Capital;
requires the regulatory authority to place the insurer under its control.

Since the Total Adjusted Capital levels of the Company's insurance  subsidiaries
currently  exceed all of the action  levels as defined by the NAIC's Model Acts,
these  Model  Acts  currently  have no impact  on the  Company's  operations  or
financial condition.

Prior to creation of the Model Act,  the NAIC created the  Insurance  Regulatory
Information  System  ("IRIS") ratios as an early warning system for use by state
insurance  regulators.  The effect on the  Company of these IRIS ratios has been
the need to discuss with  regulators  any ratios which fell outside the expected
ranges;  however, there has been no heightened level of review of the Company as
a result of these ratios.

Although the federal government does not directly regulate  insurance  business,
except with respect to Medicare supplement plans, legislation and administration
policies concerning premiums, age and gender discrimination,  financial services
and  taxation,  among  other  areas,  can  significantly  affect  the  insurance
business.

Banking
-------

The primary  regulator of Providian  Bancorp's  consumer  banking  subsidiaries,
First Deposit  National Bank and Providian  National  Bank, is the Office of the
Comptroller of the Currency ("OCC"). The banks' deposits are insured by the Bank
Insurance  Fund  of the  Federal  Deposit  Insurance  Corporation  ("FDIC")  and
accordingly,  the banks are  subject  to  certain  regulations  of the FDIC.  As
members of the Federal Reserve System,  the banks are also subject to regulation
by the Board of  Governors of the Federal  Reserve  System.  In 1996,  Providian
Bancorp obtained FDIC insurance for a third banking subsidiary, Providian Credit
Services,  Inc., a Utah industrial loan company,  which is regulated by the Utah
department of Financial Institutions and the FDIC.

Regulations  of the OCC,  the  FDIC  and  other  applicable  federal  regulatory
agencies  affect many areas of banking  operations,  including  capital  ratios,
reserve requirements, the payment of dividends and permitted investments.

First Deposit National Bank must comply with certain restrictions under the Bank
Holding  Company  Act in order  to  maintain  its  grandfathered  status.  These
restrictions  include a  limitation  on its  ability  to engage in  certain  new
activities. Providian National Bank's charter generally limits its activities to
credit card operations.  Notwithstanding  their direct or indirect  ownership of
First Deposit  National  Bank,  Providian  National  Bank and  Providian  Credit
Services,  Inc.,  neither  Providian  Bancorp,  Inc.  nor the Company is a "bank
holding  company"  within the meaning of the Bank  Holding  Company Act. But for
these  grandfather  rights,  the Company would be required to register as a bank
holding  company  and would be  subject to the  restrictions  set forth with the
Company's  activities  to those  owning and  managing  banks and  certain  other
activities  deemed by the Federal Reserve to be closely related to banking and a
proper incident thereto.

The relationship  between Providian Bancorp's consumer banking  subsidiaries and
their  customers  is  extensively   regulated  by  federal  and  state  consumer
protection laws. The most significant laws include the federal Truth-in-Lending,
Equal Credit Opportunity, Fair Credit Reporting and Truth-in-Savings Acts. These
laws impose  disclosure  requirements when a consumer credit loan is advertised,
when it is extended and in connection with monthly billing statements, limit the
liability  of  credit  card  holders  for  unauthorized  use,  prohibit  certain
discriminatory  practices and limit the manner in which consumer  credit reports
may be used.

Holding Company
---------------

States have enacted legislation requiring registration and periodic reporting by
insurance companies domiciled within their respective jurisdictions that control
or are controlled by other  corporations  so as to constitute a holding  company
system.  The Company and its  subsidiaries  have registered as a holding company
system pursuant to such legislation in Kentucky,  Missouri,  North Carolina, New
York, Illinois and New Jersey.

Insurance  holding company system statutes and rules impose various  limitations
on investments in subsidiaries and may require prior regulatory approval for the
payment of dividends  and other  distributions  in excess of statutory  net gain
from  operations on an annual  noncumulative  basis by the registered  insurance
company to the holding company or its affiliates. The NAIC is seeking changes in
state law which would  further  restrict the amount of dividends  which could be
paid without prior approval.

Separate Accounts
-----------------

Separate accounts of the Company's  subsidiaries which offer individual variable
annuities are registered with the Securities and Exchange  Commission  under the
Investment  Company Act of 1940 and the  Securities Act of 1993 and are governed
by the provisions of the Internal  Revenue Code of 1986, as amended,  pertaining
to the tax treatment of annuities.

                                   COMPETITION
                                   -----------

The  insurance  industry is highly  competitive  with over 1,700 life  insurance
companies  competing  in the United  States,  some of which  have  substantially
greater  financial  resources,  broader product lines and larger staffs than the
Company's insurance  subsidiaries.  Additionally,  life insurance companies face
increasing competition from banks, mutual funds and other financial entities for
attracting investment funds.

The  Company's   insurance   subsidiaries   differentiate   themselves   through
progressive  marketing  techniques,  product features,  price, customer service,
stability and reputation,  as well as competitive credit ratings.  The insurance
subsidiaries  maintain their  competitive  position by their focus on lower risk
markets and  efficient  cost  structure.  Other  competitive  strengths  include
integrated  asset/liability  management,  risk management and innovative product
engineering.

The credit card and consumer revolving loan industry business in which Providian
Bancorp's  subsidiaries  are engaged is highly  competitive.  The  industry  has
recently  experienced  rising  charge-offs and continued  competitive  pressure.
Competitors  continually  refine  their use of  advertising,  target  marketing,
balance transfers,  pricing  competition,  incentive programs and changes in the
terms of certain credit cards,  including  lowering the rate of interest charged
on balances  and adopting  "tiered" or  "risk-adjusted"  or  "performance-based"
rates  under  which the  annual  percentage  rate is  lowered  or raised for the
issuer's most or least creditworthy customers.

In response to the competitive  environment,  Providian  Bancorp's  subsidiaries
have  implemented  a variety of new  programs to attract  and retain  customers,
including reducing interest rates on selected accounts and marketing  additional
fee-based products. Providian Bancorp's subsidiaries have generally retained the
right to alter  various  charges,  fees and other terms with respect to consumer
credit accounts. In addition, Providian Bancorp has experienced steady growth in
its secured loan  products  and is  increasing  its efforts to offer  additional
products to underserved markets.

                                    EMPLOYEES
                                    ---------

The total  number of persons  employed by the Company  and its  subsidiaries  is
approximately 9,300.

                               FOREIGN OPERATIONS
                               ------------------

Substantially  all of the  Company's  operations  are  conducted  in the  United
States.



<PAGE>



                                                        14
ITEM 2.  PROPERTIES

Principal  properties of the Company and its  subsidiaries  include home offices
located  in  Louisville,   Kentucky   (Commonwealth   Life)  and  Valley  Forge,
Pennsylvania  (Providian Life and Health and Providian Auto and Home Insurance),
which are owned; offices in Pleasanton,  California  (Providian Bancorp),  which
are owned;  and Louisville,  Kentucky  (Providian  Corporation),  Durham,  North
Carolina   (Peoples  Security  and  Capital  Security)  and  San  Francisco  and
Sacramento, California (Providian Bancorp), which are leased.

ITEM 3.  LEGAL PROCEEDINGS

The last  subsection  titled "Legal  Proceedings,"  of Note L - Commitments  and
Contingencies on page 61 of the 1996 Annual Report is incorporated by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
               MATTERS

        Common Stock  Dividend and Market Data,  and  Quarterly  Price Ranges of
        Common  Stock and  Dividends  Per Common Share on page 38 and page 39 of
        the Annual Report for the year ended December 31, 1996 are  incorporated
        by reference.

Item 6. SELECTED FINANCIAL DATA

        Selected  Financial Data on pages 18 and 19 of the Annual Report for the
        year ended December 31, 1996, is incorporated by reference.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS

        Consolidated  Results  and  Analysis  on  pages  19 and 20,  Results  by
        Business Segment on pages 20 through 30, Asset Liability  Management and
        Review on pages 30 through 36 and  Liquidity  and Capital  Resources and
        Inflation  on pages 37 and 38 of the  Annual  Report  for the year ended
        December 31, 1996, are incorporated by reference.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The  Consolidated  Financial  Statements  of Providian  Corporation  and
        Subsidiaries  included  on pages 41 through 45 and  Quarterly  Financial
        Data on page 39 of the Annual  Report for the year  ended  December  31,
        1996, are incorporated by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE
        None.


<PAGE>


PART III

Item 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The section entitled "Election of  Directors" of the Proxy  Statement
        for the  1997 Annual  Meeting  of  Stockholders  to be filed with the
        Commission within 120 days following the end of the Registrant's fiscal
        year end, is incorporated by reference.

EXECUTIVE OFFICERS OF THE REGISTRANT

Name and Age                        Principal Occupation and Business Experience
------------                        --------------------------------------------

Irving W. Bailey II                   Chairman of the Board of Directors,
Age:  55                              Providian Corporation, since November
                                      1988, and Chief Executive Officer,
                                      Providian Corporation, since April 1988.
                                      President,   Providian  Corporation,  from
                                      September 1987 to December 1994, and Chief
                                      Operating Officer,  Providian Corporation,
                                      September  1987 to April  1988.  Executive
                                      Vice   President   and  Chief   Investment
                                      Officer,   Providian   Corporation,   from
                                      February 1981 to September 1987.

Shailesh J. Mehta                     President and Chief Operating Officer,
Age:  47                              Providian Corporation, since December
                                      1994.  Executive Vice President,
                                      Providian Corporation, from August 1993 to
                                      December 1994. Chairman and CEO, Providian
                                      Direct   Insurance  from  August  1993  to
                                      December 1994.  Also,  President and CEO -
                                      Providian  Bancorp,  and  Chairman  of the
                                      Board,   President  and  Chief   Executive
                                      Officer of  Providian  Bancorp,  Inc.  and
                                      subsidiaries  from  April  1988 to January
                                      1995.   He   served  as   Executive   Vice
                                      President and Chief  Operating  Officer of
                                      Providian  Bancorp  from  March 1986 until
                                      his election as its CEO.

Robert L. Walker                      Senior Vice President - Finance and Chief
Age:  46                              Financial Officer, Providian Corporation,
                                      since August 1993.  He served as Vice
                                      President and General Counsel, Providian
                                      Corporation, from December 1991 to August
                                      1993, and Vice President, Corporate Tax,
                                      Providian Corporation, from March 1988 to
                                      December 1991.

Steven T. Downey                      Vice President and Controller,
Age:  39                              Providian Corporation, since November
                                      1993. He served as Director, Finance and
                                      Accounting - Providian Capital Management,
                                      from  January 1993 to November  1993,  and
                                      Second  Vice   President   and   Assistant
                                      Controller,  Providian  Corporation,  from
                                      August  1991 to  January  1993.  Prior  to
                                      joining Providian Corporation, he was with
                                      Ernst  &  Young  LLP,   Certified   Public
                                      Accountants, from 1978 to 1991.

James V. Elliott                      Senior Vice President and General Counsel,
Age:  52                              Providian Corporation, since January 1995.
                                      General Counsel, Providian Bancorp, Inc.,
                                      since 1989 and a Senior Vice President,
                                      Providian Bancorp,Inc., from March 1993
                                      through December,1994. During 1993,
                                      he was also responsible for Providian
                                      Bancorp's emerging business operation.
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT (continued)

Name and Age                        Principal Occupation and Business Experience
------------                        --------------------------------------------

Lawrence Pitterman                   Senior Vice President of Administration,
Age:  49                             Providian Corporation, since January
                                     1991. Vice President, Human Resources,
                                     Providian Bancorp, Inc. from July 1990
                                     to   December   1990;    Vice   President,
                                     Corporate  Communications,  from  1989  to
                                     1990;  and Vice  President,  First Deposit
                                     Savings Bank, from 1987 to 1989.

Robert S. Greer, Jr.                 Chief Operating Officer and President of
Age:  49                             Agency Group since July 1995. He was
                                     President of the Home Service Division
                                     of United Insurance Company of America
                                     since 1991, while continuing to serve
                                     as President of Union National Life
                                     Insurance Company and Union National Fire
                                     Insurance Company since 1985. These
                                     companies are owned by UNITRIN, Inc.

Frederick C. Kessell                 President, Providian Capital Management
Age:  48                             since April 1996 and Chief Investment
                                     Officer, Providian Capital Management,
                                     since May 1993.  Managing Director,
                                     Chief   Investment   Officer  -  Providian
                                     Capital  Management,  from May 1989 to May
                                     1993,  and Vice  President,  Fixed  Income
                                     Securities - Providian Capital Management,
                                     Providian  Corporation,  from  May 1985 to
                                     May 1989.

A. Sami Siddiqui                     Executive Vice President - Providian
Age:  44                             Bancorp, since January 1995. He
                                     originally joined Providian Bancorp in 1985
                                     as Vice President, and for seven years,
                                     he  managed   various   areas  of
                                     unsecured   spread   business,   including
                                     product  development,  market  management,
                                     and the marketing  services  group. He was
                                     later  promoted to Senior Vice  President.
                                     He  worked  as an  independent  consultant
                                     from July 1992 through December 1994.

David J. Miller                      Chief Operating Officer - Providian Direct
Age: 37                              Insurance since September, 1996
                                     and is responsible for all aspects of
                                     marketing and marketing support,strategic
                                     partnerships, insurance operations  and
                                     information  systems. He originally joined
                                     Providian Direct Insurance in 1994 as Vice
                                     President with responsibility  for all
                                     direct-sold  life and  health  insurance
                                     and  non-insurance products, marketing
                                     support and strategic partnerships. Prior
                                     to joining Providian, he was  with
                                     Progressive Insurance from 1987 to 1994,
                                     where he served as division controller and
                                     product manager and was responsible for
                                     several national auto insurance programs.



<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT (continued)

Name and Age                        Principal Occupation and Business Experience
------------                        --------------------------------------------

David B. Smith                      Executive Vice President of Providian
Age:  45                            Bancorp since January 1997, with
                                    responsibilities in the Unsecured Spread
                                    business and Providian Home Loan perations.
                                    From July 1996 to January 1997, he was
                                    Senior Vice President of Providian Bancorp.
                                    From 1995 to July 1996 he was Chief
                                    Technology Officer for Providian
                                    Corporation and in 1991 he was responsible
                                    for life insurance marketing, systems and
                                    operations for Providian Direct Insurance.
                                    From 1990 to 1994, he was Senior Vice
                                    President of Providian Bancorp with
                                    responsibilities in various aspects of
                                    operations, systems and marketing for the
                                    Unsecured Spread business.

Item 11.       EXECUTIVE COMPENSATION

        The sections entitled "Directors' Compensation,"Executive
        Compensation and Other Information,"Stock Options and Stock
        Appreciation Rights (SARs)", "Option Exercises and Holdings,"
        "Pension Plans" and "Human Resources Committee Executive Compensation
        Report" of the Proxy Statement for the 1997 Annual Meeting of
        Stockholders to be filed with the Commission within 120 days of the
        Registrant's fiscal year-end, are incorporated by reference.

Item l2.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The section entitled "Security Ownership of Certain Beneficial Owners
        and Management" of the Proxy Statement for the 1997 Annual Meeting
        of Stockholders to be filed within 120 days of the Registrant's fiscal
        year-end, is incorporated by reference.

Item 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        None.

PART IV

Item 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) (1) and (2)--The  response to these portions of Item 14 is submitted as
          a separate section of this report.

     (a) (3)--The response to this portion of Item 14 is submitted as a separate
         section of this report.

     (b) None.

     (c) Exhibits are submitted as a separate section of this report.

     (d) Financial  statement  schedules are submitted as a separate  section of
         this report.


<PAGE>


                                   SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Louisville, and the Commonwealth of Kentucky, on the 19th day of February 1997:

                                                 PROVIDIAN CORPORATION

                                                  /s/ Irving W. Bailey II
                                                  -----------------------
                                                     Irving W. Bailey II
                                                       Chairman and
                                                  Chief Executive Officer

Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant in the capacities indicated on the 19th day of February 1997:

           SIGNATURE                                         TITLE
           ---------                                         -----




        /s/ Irving W. Bailey II                 Chairman, Chief Executive
       ---------------------------               Officer and Director
       Irving W. Bailey II


       /s/ Shailesh J. Mehta                    President, Chief Operating
       ---------------------------               Officer and Director
       Shailesh J. Mehta


       /s/ Robert L Walker                    Senior Vice President and
       --------------------------               Chief Financial Officer
       Robert L Walker


       /s/ Steven T. Downey                  Vice President and Controller
       ----------------------------
        Steven T. Downey


        /s/ John L. Clendenin                           Director
        ---------------------------
        John L. Clendenin



        /s/John M. Cranor III                          Director
        ----------------------------
        John M. Cranor III



        /s/Lyle Everingham                             Director
        -----------------------------
        Lyle Everingham


<PAGE>

          SIGNATURE                                       TITLE
          ---------                                       -----


     /s/Raymond V. Gilmartin                             Director
     --------------------------------
     Raymond V. Gilmartin



      /s/J. David Grissom                                Director
      -------------------------------
      J. David Grissom



      /s/Watts Hill, Jr.                                 Director
      --------------------------------
      Watts Hill, Jr.




      Ned C. Lautenbach                                  Director



      /s/F. Warren McFarlan                              Director
      --------------------------------
      F. Warren McFarlan



      Martha R. Seger                                    Director
      --------------------------------
      Martha R. Seger



      /s/Larry D. Thompson                               Director
      --------------------------------
      Larry D. Thompson


<PAGE>



                           ANNUAL REPORT ON FORM 10-K

                     ITEM l4(a)(1), (2) and (3), (c) and (d)

         LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                          FINANCIAL STATEMENT SCHEDULES

                           LIST AND INDEX OF EXHIBITS

                          YEAR ENDED DECEMBER 31, 1996

                              PROVIDIAN CORPORATION

                              LOUISVILLE, KENTUCKY


<PAGE>


FORM 10-K--ITEM 14(a)(1) and (2)

PROVIDIAN CORPORATION AND SUBSIDIARIES

INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following  Consolidated  Financial  Statements of Providian  Corporation and
Subsidiaries,  included on pages 41 through 62 of the Annual Report for the year
ended December 31, 1996, are incorporated by reference in Item 8:

                                                                    Page

            Consolidated Statements of Income -
           Years Ended December 31, 1996, 1995 and 1994              41

         Consolidated Statements of Financial Condition -
           December 31, 1996 and 1995                              42 - 43

         Consolidated Statements of Cash Flows -
           Years Ended December 31, 1996, 1995 and 1994              44

         Consolidated Statements of Shareholders' Equity -
           Years Ended December 31, 1996, 1995 and 1994              45

         Notes to Consolidated Financial Statements                46 - 62

The  following   financial   statement  schedules  and  the  related  Report  of
Independent Auditors are included in Item 14(d):

         Schedule    I - Summary of Investments - Other Than Investments in
                                     Related Parties
         Schedule   II - Condensed Financial Information of Registrant
         Schedule  III - Supplementary Insurance Information
         Schedule   IV - Reinsurance

Information  required in Schedule V,  "Valuation  and  Qualifying  Accounts," is
included  in  Note D to  the  Consolidated  Financial  Statements  of  Providian
Corporation  and  subsidiaries,  incorporated  herein  by  reference.  All other
schedules for which provision is made in the applicable accounting regulation of
the  Securities  and  Exchange  Commission  are not  required  under the related
instructions or are inapplicable and, therefore, have been omitted.


<PAGE>



REPORT OF INDEPENDENT AUDITORS



Board of Directors and Shareholders
Providian Corporation



         We have  audited the  Consolidated  Financial  Statements  of Providian
Corporation  and  subsidiaries  listed in the  accompanying  index to  financial
statements  (Item  14(a)).  Our audits also  included  the  financial  statement
schedules  listed in the index at Item 14(a).  These  financial  statements  and
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these  financial  statements and schedules  based on
our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the Consolidated Financial Statements referred to above
present fairly, in all material respects, the consolidated financial position of
Providian  Corporation  and  subsidiaries at December 31, 1996 and 1995, and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity  with generally
accepted  accounting  principles.  Also, in our opinion,  the related  financial
statement  schedules,  when  considered  in  relation  to  the  basic  financial
statements  taken  as a whole,  present  fairly  in all  material  respects  the
information set forth therein.

         As discussed in Note C to the  Consolidated  Financial  Statements,  in
1994 the Company  changed its method of accounting  for certain  investments  in
debt and equity securities.


/s/ERNST & YOUNG LLP


Louisville, Kentucky
February 4, 1997



<PAGE>
<TABLE>
<CAPTION>

SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS
             IN RELATED PARTIES


PROVIDIAN CORPORATION AND SUBSIDIARIES

                                                  December 31, 1996
                                               -----------------------------

                                                                Amount Shown
                                                                in Statement
                                             Amortized  Market  of Financial
                                                Cost     Value  Condition
                                              --------- ------- --------------

          <S>                                 <C>       <C>      <C>

         Type of Investment                      (Dollars in millions)

         Debt securities:
         Bonds:
         US government & government agencies  $ 2,075  $ 2,091  $ 2,091
         State and municipal                      734      787      787
         Foreign governments                      129      144      144
         Public utilities                         525      529      529
         Industrial and miscellaneous           7,181    7,382    7,382
                                              -------  -------  -------
         Total bonds                           10,644   10,933   10,933
         Redeemable preferred stocks               19       19       19
                                              -------  -------  -------
         Total debt securities                 10,663   10,952   10,952
                                              -------  -------  -------

         Equity securities:
         Common stocks:
         Industrial and miscellaneous              13       14       14
         Nonredeemable preferred stocks           435      441      441
                                              -------  -------  -------
         Total equity securities                  448      455      455
                                              -------  -------  -------

         Trading account securities           XXXXXXX       96       96

         Commercial mortgage loans              2,864  XXXXXXX    2,864
         Residential mortgage loans             2,718  XXXXXXX    2,718
         Policy loans                             487  XXXXXXX      487
         Consumer loans                         3,550  XXXXXXX    3,550
         Real estate <F1>                          54  XXXXXXX       54
         Other long-term investments              550  XXXXXXX      550
         Short-term investments                   239  XXXXXXX      239
                                              -------           -------

         Total Investments                    $21,573           $21,965
                                              =======           =======
<FN>
<F1> Includes real estate taken in foreclosure of $46.0 million in our
     mortgage loan portfolio.
</FN>
</TABLE>




<PAGE>

<TABLE>
<CAPTION>

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT


PROVIDIAN CORPORATION (PARENT COMPANY)

CONDENSED STATEMENTS OF FINANCIAL CONDITION
                                               December 31
                                          ----------------------
                                              1996       1995
                                          ---------  ----------
                                          (Dollars in millions)

<S>                                        <C>         <C>

Assets
  Cash and cash equivalents                 $    70   $    55
  Investments:
    Investments in and advances
      to subsidiaries <F1>                    3,909     3,841
    Short-term investments                       19        15
  Notes receivable from subsidiaries <F1>        44        56
  Accrued interest and accounts receivable
    from subsidiaries <F1>                       11         8
  Other assets                                   74        58
                                            -------   -------

Total assets                                $ 4,127   $ 4,033
                                            =======   =======

Liabilities and Shareholders' Equity:

Liabilities
  Notes, accounts payable and other
    liabilities to subsidiaries <F1>        $   137   $   197
  Short-term borrowings                          50        50
  Other liabilities                              85        49
  Long-term debt                                718       721
                                            -------   -------
Total liabilities                               990     1,017

Redeemable cumulative preferred stock
   held by subsidiary <F1>                       47        55

Commitments and Contingencies

Shareholders' equity
  Common stock                                  115       115
  Additional paid-in capital                     44        50
  Retained earnings                             510       420
  Equity in undistributed earnings
    of subsidiaries                           2,599     2,350
  Equity in net unrealized investment gain
    (loss) of subsidiaries                      182       359
  Common stock held in treasury - at cost      (356)     (330)
  Unearned restricted stock                      (4)       (3)
                                            -------   -------
Total shareholders' equity                    3,090     2,961
                                            -------   -------

Total liabilities and shareholders' equity  $ 4,127   $ 4,033
                                            =======   =======
<FN>
<F1> Eliminated in consolidation.
</FN>
</TABLE>

See notes to condensed financial statements.

<PAGE>
<TABLE>
<CAPTION>

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONTINUED


PROVIDIAN CORPORATION (PARENT COMPANY)

CONDENSED STATEMENTS OF INCOME

                                         Year Ended December 31
                                         ----------------------
                                           1996  1995   1994
                                           ----  ----   ----
                                           (Dollars in millions)

<S>                                        <C>  <C>   <C>

Revenues
  Dividends from subsidiaries <F1>         $260  $270  $236
  Interest on notes receivable from
    subsidiaries <F1>                         6    47    47
  Management and service fees <F1>           43    35    28
  Investment and other income, net           12     3     1
                                           ----  ----  ----

Total revenues                              321   355   312

Expenses
  Operating expenses                         55    43    40
  Interest expense                           67    65    60
  Interest expense on notes payable to
    subsidiaries <F1>                        14    15    13
                                           ----  ----  ----

Total expenses                              136   123   113
                                           ----  ----  ----

Income before federal income tax
  benefit and equity in undistributed net
  income from subsidiaries                  185   232   199
Federal income tax benefit                    1    14    17
                                           ----  ----  ----

Income before equity in undistributed
  net income of subsidiaries                186   246   216

Equity in undistributed net income
  of subsidiaries                           249    99    85
                                           ----  ----  ----

Net income                                 $435  $345  $301
                                           ====  ====  ====

<FN>

<F1> Eliminated in consolidation.
</FN>
</TABLE>

See notes to condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONTINUED


PROVIDIAN CORPORATION (PARENT COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

                                                     Year Ended December 31
                                                   -------------------------
                                                      1996    1995    1994
                                                     -----   -----   -----
                                                      (Dollars in millions)

<S>                                                  <C>     <C>    <C>

Net Cash Flows provided by Operating Activities      $ 149   $ 221   $ 223

Cash Flows from Investment Activities:
  Change in short term investments                      (4)     (1)    (14)
  Changes in investments in and advances
    to subsidiaries <F1>                                16     (58)    (27)
  Changes in operating property                         --      --       1
                                                     -----   -----   -----

Net Cash Flows used in Investment Activities            12     (59)    (40)

Cash Flows from Financing Activities:
  Issuance of long-term debt                            63     111     107
  Repayment of long-term debt                          (66)    (84)     --
  Redemption of preferred stock                         --      --    (100)
  Redemption of redeemable cumulative
    preferred stock <F1>                                (8)     (8)     (8)
  Purchase of common stock for treasury                (55)   (143)   (139)
  Dividends                                            (94)    (86)    (82)
  Proceeds from exercise of stock options               14      14       4
  Change in notes payable to subsidiaries <F1>          --      --     125
                                                     -----   -----   -----

Net Cash Flows used in Financing Activities           (146)   (196)    (93)
                                                     -----   -----   -----

Net Increase (Decrease) in Cash and
  Cash Equivalents or Cash Overdraft during Year        15     (34)     90
Cash and Cash Equivalents (Cash Overdraft)
  at Beginning of Year                                  55      89      (1)
                                                     -----   -----   -----

Cash and Cash Equivalents at End of Year             $  70   $  55   $  89
                                                     =====   =====   =====

<FN>

<F1> Eliminated in consolidation.
</FN>

</TABLE>


See notes to condensed financial statements.





SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONTINUED

PROVIDIAN CORPORATION (PARENT COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note A  Basis of Presentation

In  the  parent  company  only  condensed  financial   statements  of  Providian
Corporation (the  "Company"),  investment in subsidiaries is stated at cost plus
equity in undistributed  income of subsidiaries  since date of acquisition.  The
condensed  financial  statements  of  the  parent  company  should  be  read  in
conjunction  with the  Consolidated  Financial  Statements  and related Notes of
Providian Corporation and Subsidiaries.

Note B  Plan and Agreement of Merger and Reorganization

On December 28, 1996,  Providian  Corporation  executed a Plan and  Agreement of
Merger and Reorganization (the "Merger Agreement") with AEGON N.V. ("AEGON") and
LT Merger Corp., a wholly owned subsidiary of AEGON ("Merger Sub"),  pursuant to
which Merger Sub will merge with Providian Corporation.  In connection with this
merger, Providian Corporation will spin off Providian Bancorp, Inc. to Providian
Corporation  shareholders  (the  "Distribution").  For each  share of  Providian
Corporation  stock  owned,  shareholders  will  receive  one share of  Providian
Bancorp, Inc. in the Distribution. Pursuant to the Merger Agreement, among other
things,  (a)  Providian  Corporation  will be the surviving  corporation  in the
merger and become a wholly owned  subsidiary of AEGON,  and (b) each shareholder
of Providian Corporation will be entitled to receive a number of shares of AEGON
common stock in exchange for shares of Providian Corporation's common stock.

Shareholders of Providian Corporation will receive in exchange for each share of
common stock, a fraction of an AEGON common share equal to $28.00 divided by the
"AEGON Share Price." Generally, the "AEGON Share Price" is equal to the average,
during the 20 trading days  immediately  preceding  the last business day before
the date of the merger, of the average daily high and low prices per share of an
AEGON common share on the New York Stock Exchange (the "Fair Market Value at the
Effective Time").  The AEGON Share Price,  however,  is subject to a collar, for
the purposes of calculating  the exchange  ratio,  which provides that the AEGON
Share Price shall be $61.153 if the Fair Market Value at the  Effective  Time is
equal to or greater  than  $61.153 and shall be $50.034 if the Fair Market Value
at the  Effective  Time is equal to or less than $50.034.  The Merger  Agreement
also provides that AEGON may terminate the agreement if the AEGON Share Price is
more than $66.713 and that Providian  Corporation may terminate the agreement if
the AEGON Share Price is less than  $44.475,  unless the other party agrees to a
"make-whole"  provision.  In general, the "make-whole" provision would mean that
the value of the AEGON common shares issued in the merger would not be more than
$30.545 or less than  $24.889  for each share of  Providian  Corporation  common
stock.

The Board of Directors of Providian  Corporation  has  unanimously  approved the
Merger  Agreement  and the  Distribution.  The merger is subject to  approval by
various regulatory authorities, approval by Providian Corporation's shareholders
and certain other  conditions.  The  Distribution  will occur only if all of the
conditions necessary for the merger are satisfied.

Should the  Merger  Agreement  be  terminated  as a result of certain  fiduciary
obligations  of the  Board of  Directors  of  Providian  Corporation,  Providian
Corporation would be required to pay to AEGON liquidated  damages of $80 million
to $100 million.

<PAGE>

Because  consummation of the merger and the Distribution is subject to the above
conditions,  no representations  can be made as to whether,  or when, the merger
and  Distribution  will be completed or as to the possible  impact of the merger
and  Distribution  on the  financial  condition and results of operations of the
Company should the merger and Distribution occur.

Note C   Federal Income Tax

The Company files a  consolidated  federal income tax return with certain of its
subsidiaries.  The  federal  income tax  benefit in the  accompanying  condensed
financial  statements reflects the Company's allocable share of the consolidated
income tax provision.  See Note H to the  Consolidated  Financial  Statements of
Providian  Corporation and  Subsidiaries  for a description of the components of
the consolidated federal income tax provision.

Note D  Note Payable to Providian LLC

In May 1994,  Providian LLC was formed and  capitalized  through the purchase of
common  shares by the  Company.  On May 12, 1994  Providian  LLC  completed  the
issuance of 4,000,000 shares of Cumulative Monthly Income Preferred Stock (MIPS)
at $25 per share.  The total  proceeds of $127  million from the issuance of the
MIPS and the  common  stock  were  subsequently  lent to the  Company to provide
permanent funding for the redemption of the Company's Adjustable Rate Cumulative
Preferred  Stock,  Series F. The note  receivable  from the Company that results
from such loans  constitutes the only material assets of Providian LLC. The MIPS
is redeemable  at the option of Providian  LLC (with the  Company's  consent) in
whole or in part on or after May 31, 1999 at a redemption price of $25 per share
plus  accumulated and unpaid  dividends.  Upon liquidation of Providian LLC, the
holders of the MIPS are  entitled to $25 per share plus  accumulated  and unpaid
dividends.  The MIPS pays monthly  dividends at an annual rate of 8.875 percent.
The Company has  unconditionally  guaranteed  all  legally  declared  and unpaid
dividends  of Providian  LLC.  The note payable to Providian  LLC is included in
Notes,   accounts   payable  and  other   liabilities  to  subsidiaries  in  the
accompanying Condensed Statement of Financial Condition.

Note E   Long-Term Debt

Long-term  debt of the  Company  at  December  31,  1996 and 1995  consisted  of
Debentures   and  Notes  in  the  amount  of  $718  million  and  $721  million,
respectively.  See Note I to the Consolidated  Financial Statements of Providian
Corporation  and  Subsidiaries  for a  description  of the terms  and  aggregate
maturities of the Company's long-term debt.

Note F  Common Stock

During 1996, 1995 and 1994, the Company announced plans to repurchase a total of
11,500,000  shares of the  Company's  common stock on the open  market.  Through
December 31, 1996, the Company repurchased 9,500,000 shares (1,256,000 shares in
1996,  3,910,000  shares in 1995 and  4,334,000  shares in 1994) at an aggregate
cost of $337 million ($55 million in 1996, $143 million in 1995 and $139 million
in 1994).

Note G  Preferred Stock

The Company has 6,000,000 shares of preferred  stock,  par value $5,  authorized
for issuance in series.



<PAGE>


SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONTINUED

PROVIDIAN CORPORATION (PARENT COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Redeemable Cumulative Preferred Stock Held By Subsidiary
The Company has  designated  587,400  shares of  preferred  stock as  redeemable
cumulative  preferred stock to be issued in different series with varying annual
dividend  rates.  The shares  outstanding  at  December  31,  1996 and 1995 were
467,400 and 547,400,  respectively.  The subsidiary has the right,  on an annual
basis,  to waive  receipt of  dividends  and has waived  any  dividends  payable
through 1996.  The  characteristics  of the  redeemable  preferred  stock are as
follows:

                                           Shares outstanding
                Dividend   Shares    Year    at December 31  Period of
   Series         rate   authorized  issued  1996     1995  redemption
   ------         ----   ----------  ------  ----     ----  ----------

   B               12.25   32,800    1980   32,800   41,000  1991-2000

   C               14.00   75,000    1981   75,000   90,000  1992-2001

   D               15.00   60,000    1982   60,000   70,000  1993-2002

   E               14.25   90,000    1982   90,000  105,000  1993-2002

   G               12.00  198,000    1983   78,000   91,000  1993-2002

   H               11.50   70,000    1984   70,000   80,000  1994-2003

   I               12.00   61,600    1984   61,600   70,400  1994-2003

                          =======          =======  ========
                          587,400          467,400  547,400
                          =======          =======  ========

Mandatory  pro-rata  sinking  fund  payments  are required to redeem 10% of each
series of redeemable preferred stock annually, beginning approximately ten years
after issuance at $100 per share.  As the shares are redeemed,  they are retired
thereby  reducing  the total  authorized  shares  of each  series.  The  Company
redeemed the following  shares of cumulative  preferred stock in 1996:  8,200 of
the  Series B;  15,000 of the Series C;  10,000 of the  Series D;  15,000 of the
Series E;  13,000  of the  Series  G;  10,000 of the  Series H; and 8,800 of the
Series I. The  aggregate  amount of mandatory  pro-rata  sinking  fund  payments
required  for  redemption  of the  redeemable  preferred  stock  in  each of the
following years are: 1997-$8 million;  1998-$8 million; 1999-$8 million, 2000-$8
million and 2001-$7  million.  The Company shall have the annual  non-cumulative
option to double any sinking fund payment subject to an aggregate  limitation of
25% of the total issue.  The  redeemable  preferred  stock is  non-callable  for
approximately  ten years and callable  thereafter at $105 per share plus accrued
dividends. However, in the event the Company is required to obtain approval of a
specified   percentage  of  the  holders  of  the  issue  to  effect  a  merger,
consolidation,  or sale of assets and such approval is denied,  then the Company
may redeem the  preferred  stock in its  entirety at $100 per share plus accrued
dividends.

Adjustable Rate Cumulative Preferred Stock
------------------------------------------
On March 2, 1994, the Company  redeemed,  at face value, all 1,000,000 shares of
its Series F, Adjustable Rate Cumulative Preferred Stock, at $100 per share plus
accrued and unpaid dividends through the date of redemption.

Note H   Management and Service Fees

The Company provides its subsidiaries with general management support, including
services in the data processing, human resources, legal and financial areas. The
related  charges are billed to the  subsidiaries  being  serviced as  management
fees, and are computed using various allocation methods

<PAGE>


SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONTINUED

PROVIDIAN CORPORATION (PARENT COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

which are, in the opinion of management, reasonable in relation to services
rendered.

Note I   Contribution of Note Receivable to Subsidiary

On December 29, 1995,  the Company made a non-cash  investment of $307.7 million
into one of its wholly-owned subsidiaries.  This investment was made through the
contribution to the subsidiary of a note receivable held by the Company.

Note J   Subsequent Event

On  February  4, 1997,  Providian  Bancorp,  Inc.  ("Bancorp"),  a wholly  owned
subsidiary of the Company,  issued $160 million of redeemable  preferred  stock,
which pays quarterly  dividends at an annual rate of 9.525%.  Bancorp intends to
use the  proceeds  from the issuance to retire debt and redeem  preferred  stock
held by the Company ($43 million and $63 million,  respectively, at December 31,
1996).  The Company plans to use the proceeds to redeem its $95 million  Sinking
Fund Debentures during 1997.




<PAGE>


      <TABLE>
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION

      <CAPTION>
PROVIDIAN CORPORATION AND SUBSIDIARIES


                                                           Year Ended December 31, 1996 - (Dollars in millions)
                                                                                                  Benefits,
                             Deferred                            Policy                          claims, and
                           policy & loan                          and                    Net     increase in
                            acquisition  Benefit      Unearned  contract    Premium   investme     benefit
 Segment                      costs<F1> reserves<F2>  premiums   claims      income    income<F3>  reserves<F4>
------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>        <C>        <C>         <C>        <C>                <C>
Providian Agency Group:
  Life                        $   827    $ 2,578    $    --    $    22    $   362    $   266       $   276
  Health                           72         99         --         16         57         10            37
  Other product lines               2        189         --          3         24         18            29
                              -------    -------    -------    -------    -------    -------       -------
    Total                         901      2,866         --         41        443        294           342
Providian Direct Insurance:
  Life                            488        792         --         25        319         70           219
  Health                          209        103         --         31        172         11            83
  Property & casualty              58         --         52        118        167         15           146
  Other product lines               6         30         --          1          6          3             5
                              -------    -------    -------    -------    -------    -------       -------

     Total                        761        925         52        175        664         99           453

Providian Bancorp                  31         --         --         --         --        575           141
Providian Capital Management       50     12,652         --          2         92        917           799
Corporate and Other                 2         --         --         --         --         47            --
                              -------    -------    -------    -------    -------    -------       -------
   Consolidated               $ 1,745    $16,443    $    52    $   218    $ 1,199    $ 1,932       $ 1,735
                              =======    =======    =======    =======    =======    =======       =======






SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION


PROVIDIAN CORPORATION AND SUBSIDIARIES


                 Year Ended December 31, 1996 - (Dollars in millions)

                           Amortization
                           of deferred  Commissions
                             policy       and
                           acquisition   expenses,  Premiums
 Segment                     costs<F5>    net <F3>  written
------------------------------------------------------------------
<S>                         <C>         <C>       <C>

Providian Agency Group:
  Life                      $    83    $    90
  Health                          7         15    $    56
  Other product lines            --         13          5
                            -------    -------
    Total                        90        118
Providian Direct Insurance
  Life                           59         36
  Health                         41         37        172
  Property & casualty            15         30        165
  Other product lines             1          5
                            -------    -------

     Total                      116        108

Providian Bancorp                45        525
Providian Capital Management     38         68
Corporate and Other               1         35
                            -------    -------
   Consolidated             $   290    $   854
                            =======    =======


<PAGE>


SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION


PROVIDIAN CORPORATION AND SUBSIDIARIES

                                               Year Ended December 31, 1995 - (Dollars in millions)

                                                                                                          Benefits,
                                Deferred                              Policy                            claims, and
                              policy & loan                             and                   Net       increase in
                               acquisition   Benefit      Unearned    contract   Premium   investment    benefit
Segment                          costs<F1>  reserves<F2>  premiums     claims     income     income<F3>  reserves<F4>
---------------------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>        <C>          <C>         <C>         <C>        <C>
Providian Agency Group:
  Life                           $   801     $ 2,496     $    --     $    19     $   359     $   261     $   268
  Health                              72         103          --          15          60          10          43
  Other product lines                  2         191          --           3          28          18          32
                                 -------     -------     -------     -------     -------     -------     -------
    Total                            875       2,790          --          37         447         289         343
Providian Direct Insurance:
  Life                               477         739          --          22         320          65         220
  Health                             223         109          --          26         180          13          83
  Property & casualty                 55          --          55         118         175          16         143
  Other product lines                  6          31          --           1           7           3           6
                                  -------     -------     -------     -------     -------     -------     -------

     Total                           761         879          55         167         682          97         452

Providian Bancorp                     35          --          --          --          --         457         106
Providian Capital Management          64      12,692          --           2          66         968         856
Corporate and Other                    2          --          --          --          --          50          --
                                 -------     -------     -------     -------     -------     -------     -------
   Consolidated                  $ 1,737     $16,361     $    55     $   206     $ 1,195     $ 1,861     $ 1,757
                                 =======     =======     =======     =======     =======     =======     =======



SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION


PROVIDIAN CORPORATION AND SUBSIDIARIES

    Year Ended December 31, 1995 - (Dollars in millions)

                               Amortization
                               of deferred Commissions
                                 policy      and
                               acquisition  expenses,  Premiums
Segment                         costs <F5>  net <F3>   written
-----------------------------------------------------------------
<S>                            <C>          <C>        <C>
Providian Agency Group:
  Life                         $    76      $    96
  Health                            10           17     $    60
  Other product lines               --           16           5
                                -------     -------
    Total                           86          129
Providian Direct Insurance:
  Life                              55           37
  Health                            39           38         182
  Property & casualty               11           31         177
  Other product lines                1            5
                                 -------     -------

     Total                         106          111

Providian Bancorp                   16          432
Providian Capital Management        35           59
Corporate and Other                 (2)          33
                                -------     -------
   Consolidated                $   241      $   764
                                =======     =======





<PAGE>



SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION


PROVIDIAN CORPORATION AND SUBSIDIARIES

                                                                                Year Ended December 31, 1994 - (Dollars in millions)

                                                                                                        Benefits,
                                Deferred                              Policy                           claims, and
                             policy & loan                             and                     Net     increase in
                             acquisition     Benefit     Unearned    contract   Premium    investment    benefit
Segment                        costs<F1>   reserves<F2> premiums     claims     income      income<F3>  reserves<F4>
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>        <C>          <C>         <C>        <C>         <C>
Providian Agency Group:
  Life                           $   806     $ 2,361     $    --     $    16     $   348     $   252     $   249
  Health                              75         102          --          14          62           9          44
  Other product lines                  2         193          --           3          30          19          40
                                 -------     -------     -------     -------     -------     -------     -------
    Total                            883       2,656          --          33         440         280         333
Providian Direct Insurance:
  Life                               444         681          --          21         308          61         216
  Health                             213         115          --          27         186          13          82
  Property & casualty                 48          --          53         119         176          16         143
  Other product lines                  7          32          --           1           6           3           6
                                 -------     -------     -------     -------     -------     -------     -------

     Total                           712         828          53         168         676          93         447

Providian Bancorp                     23          --          --          --          --         322          71
Providian Capital Management         145      12,638          --           2          25         848         681
Corporate and Other                    2           1          --          --          --          52          --
                                 -------     -------     -------     -------     -------     -------     -------
   Consolidated                  $ 1,765     $16,123     $    53     $   203     $ 1,141     $ 1,595     $ 1,532
                                 =======     =======     =======     =======     =======     =======     =======





SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION


PROVIDIAN CORPORATION AND SUBSIDIARIES

              Year Ended December 31, 1994 - (Dollars in millions)

                                Amortization
                                of deferred Commissions
                                  policy       and
                                acquisition   expenses,  Premiums
Segment                         costs<F5>    net <F3>     written
--------------------------------------------------------------------
<S>                              <C>         <C>        <C>
Providian Agency Group:
  Life                           $    78     $    94
  Health                               7          16     $    63
  Other product lines                 --          13           6
                                 -------     -------
    Total                             85         123
Providian Direct Insurance:
  Life                                52          41
  Health                              37          40         189
  Property & casualty                  9          33         175
  Other product lines                  1           6
                                 -------     -------

     Total                            99         120

Providian Bancorp                     40         301
Providian Capital Management          42          48
Corporate and Other                    4          30
                                 -------     -------
   Consolidated                  $   270     $   622
                                 =======     =======

<FN>

<F1> Includes value of insurance in force purchased
<F2> Includes policyholder contract deposits
<F3> See  Note N to the  Consolidated  Financial  Statements  of  Providian
Corporation  and  Subsidiaries  for a  description  of  the  basis  used  in the
allocation of net investment income and expenses.
<F4> Includes policyholder interest on investment-type contracts, interest on
banking deposits, and interest on related hedging instruments.
<F5> Includes amortization of value of insurance in force purchased.
</FN>
</TABLE>


<PAGE>

<TABLE>

SCHEDULE IV - REINSURANCE

<CAPTION>
PROVIDIAN CORPORATION AND SUBSIDIARIES
                                                                                              Percentage
                                                    Ceded to         Assumed                   of amount
                                          Gross        other      from other           Net    assumed to
                                         amount    companies       companies        amount    net amount
---------------------------------------------------------------------------------------------------------
                                                          (Dollars in millions)
<S>                                    <C>           <C>           <C>            <C>            <C>
Year Ended December 31, 1996

Life insurance
 in force                               $54,893      $ 3,697        $  9,883       $61,079        16.2%
                                  =========================================================

Premiums and other
 considerations
  Life insurance<F1>                    $   776      $    34        $     55       $   797         6.9%
  Accident and health
   insurance                                236           38              37           235        15.7%
  Property and casualty
   insurance                                150            4              21           167        12.6%
                                  ---------------------------------------------------------

Total premiums                          $ 1,162      $    76        $    113       $ 1,199         9.4%
                                  =========================================================

Year Ended December 31, 1995

Life insurance
 in force                               $56,676      $ 3,822        $  9,455       $62,309        15.2%
                                  =========================================================

Premiums and other
 considerations
  Life insurance<F1>                    $   733      $    32        $     62       $   763         8.1%
  Accident and health
   insurance                                248           44              53           257        20.6%
  Property and casualty
   insurance                                154            5              26           175        14.9%
                                  ---------------------------------------------------------

Total premiums                          $ 1,135      $    81        $    141       $ 1,195        11.8%
                                  =========================================================

Year Ended December 31, 1994

Life insurance
 in force                               $56,344      $ 3,724        $  9,730       $62,350        15.6%
                                  =========================================================

Premiums and other
 considerations
  Life insurance<F1>                    $   702      $    36        $     50       $   716         7.0%
  Accident and health
   insurance                                257           59              51           249        20.5%
  Property and casualty
   insurance                                145            5              36           176        20.5%
                                  ---------------------------------------------------------

Total premiums                          $ 1,104      $   100        $    137       $ 1,141        12.0%
                                  =========================================================

<FN>
<F1>  Includes annuities.
</FN>

</TABLE>


<PAGE>


<TABLE>

FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS

Reference
Number Per                                                                          Exhibit
Exhibit Table              Description of Exhibit                                   Number          Page
-------------              ----------------------                                   ------          ----
<S>             <C>                                                                 <C>             <C>
(2)             Plan and Agreement of Merger and Reorganization dated as of           2.1             -
                December 28, 1996 among the Registrant, AEGON N.V. and LT
                Merger Corp. (Incorporated by reference as Exhibit 2 to
                Current Report on Form 8-K filed with the Commission on
                January 31, 1997.)

(3)             Certificate of Incorporation as amended on November 21, 1996.         3.1             -
                (Provided as part of electronic transmission.)

(3)             By-Laws of Providian Corporation as amended on February 17,           3.2             -
                1997.  (Provided as part of electronic transmission.)

(4)             Indenture dated April 1, 1983 between the Company and                 4.1             -
                Connecticut National Bank (as successor to National
                Westminster Bank USA) for Debt Securities (which now are 8
                3/4% Sinking Fund Debentures due January 15, 2017 and Medium
                Term Notes due 1995 to 2022).  (Incorporated by reference as
                Exhibit 4.2 to Registration Statement on Form S-3,
                Registration No. 2-82957 filed with the Commission on April 8,
                1983.)

(4)             Supplemental Indenture, dated September 1, 1989, between the          4.2             -
                Company and Connecticut National Bank (as successor to
                National Westminster Bank USA), Supplements the Indenture
                dated April 1, 1983, between the Company and Connecticut
                National Bank (as successor to National Westminster Bank
                USA).  (Incorporated by reference as Exhibit 4.1 of Form 8-K
                dated September 18, 1989, SEC File No. 1-6701.)

(4)             Providian Corporation 1987 Shareholder Rights Agreement as            4.3             -
                amended on November 4, 1992.  (Incorporated by reference as
                Exhibit 4.5 of the Company's Annual Report on Form 10-K for
                the year ended December 31, 1992, SEC File No. 1-6701.)

</TABLE>

<PAGE>

<TABLE>

<CAPTION>

FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS (CONTINUED)


Reference
Number Per                                                                        Exhibit
Exhibit Table              Description of Exhibit                                  Number          Page
-------------              ----------------------                                  ------          ----
<S>              <C>                                                               <C>             <C>

 (4)             Indenture between the Company and First Trust of New York          4.4             -
                 (successor-in-interest to  Morgan Guaranty Trust Company of
                 New York),  as Trustee,  dated as of January 1, 1994.
                 (Incorporated  by  reference  as  Exhibit  4.4 of the
                 Company's  Annual  Report  on Form  10-K for the year
                 ended December 31, 1993, SEC File No. 1-6701.)

 (4)             Payment and Guarantee Agreement dated as of May 12, 1994           4.5             -
                 between Providian LLC and the Company.  (Incorporated by
                 reference as Exhibit 4.1 of Form 8-K dated May 12, 1994, SEC
                 File No. 1-6701.)

 (4)             Terms of the 8 7/8% Cumulative Monthly Income Preferred Stock      4.6             -
                 dated as of May 15, 1994.  (Incorporated by reference as
                 Exhibit 4.2 of Form 8-K dated May 12, 1994, SEC File No.
                 1-6701.)

(10)             Providian Corporation 1981 Stock Option Incentive Plan,           10.1             -
                 through August 7, 1991.  (Incorporated by reference as Exhibit
                 10.1 of the Company's Annual Report on Form 10-K for the year
                 ended December 31, 1990, SEC File No. 1-6701.)*

(10)             1991 amendments to 1981 Stock Option Incentive Plan and 1989      10.2             -
                 Stock Option Plan.  (Incorporated by reference as Exhibit 10.2
                 of the Company's Annual Report on Form 10-K for the year ended
                 December 31, 1991, SEC File No. 1-6701.)*

(10)             Providian Corporation 1981 Tax-Qualified Stock Option Plan, as    10.3             -
                 amended.  (Incorporated by reference as Exhibit 10.2 of the
                 Company's Annual Report on Form 10-K for the year ended
                 December 31, 1990, SEC File No. 1-6701.)*

(10)             Employment Agreement between the Company and Irving W. Bailey     10.4             -
                 II.  (Incorporated by reference as Exhibit 10.6 of the
                 Company's Annual Report on Form 10-K for the year ended
                 December 31, 1987, SEC File No. 1-6701.)*

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS (CONTINUED)


Reference
Number Per                                                                         Exhibit
Exhibit Table              Description of Exhibit                                  Number          Page
-------------              ----------------------                                  ------          ----
<S>              <C>                                                                <C>            <C>

(10)             Descriptions of Company's Management Incentive Plan, Providian       10.5             -
                 Bancorp's Annual Incentive Plan and Company's Long-Term
                 Incentive Plan.  (Incorporated by reference to the
                 descriptions of the Incentive Compensation Plans as described
                 on Pages 6 and 7 of the Proxy Statement for the Annual Meeting
                 of Stockholders held May 1, 1992, SEC File No. 1-6701.)*

(10)             Providian Corporation 1989 Stock Option Plan, through August         10.6             -
                 7, 1991.  (Incorporated by reference as Exhibit 10.6 of the
                 Company's Annual Report on Form 10-K for the year ended
                 December 31, 1990, SEC File No. 1-6701.)*

(10)             Amendment to Employment Agreement between the Company and            10.7             -
                 Irving W. Bailey II.  (Incorporated by reference as Exhibit
                 10.7 of the Company's Annual Report on Form 10-K for the year
                 ended December 31, 1989, SEC File No. 1-6701.)*

(10)             Employment Agreements between Providian Corporation and David        10.8             -
                 J. Miller, David B. Smith, James V. Elliott, Robert S. Greer,
                 Jr., Frederick C. Kessell, Shailesh J. Mehta, Lawrence
                 Pitterman, A. Sami Siddiqui and Robert L. Walker and Second
                 Amendment to Employment Agreement between Providian
                 Corporation and Irving W. Bailey II.  (Incorporated by
                 reference as Exhibit 10.1 of the Company's Quarterly Report
                 for the quarter ended March 31, 1996, SEC File No. 1-6701.)

(10)             Providian Bancorp Equity Unit Plan.  (Incorporated by                10.10            -
                 reference as Exhibit 10.12 of the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1991, SEC File No.
                 1-6701.)*

</TABLE>


<PAGE>

<TABLE>

<CAPTION>

FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS (CONTINUED)

Reference
Number Per                                                                          Exhibit
Exhibit Table              Description of Exhibit                                   Number          Page
-------------              ----------------------                                   ------          ----
<S>              <C>                                                                 <C>            <C>

(10)             Providian Corporation Deferred Compensation Plan for Deferral        10.11            -
                 of Payments under the Providian Corporation Management
                 Incentive Plan.  (Incorporated by reference as Exhibit 10.13
                 of the Company's Annual Report on Form 10-K for the year ended
                 December 31, 1991, SEC File No. 1-6701.)*

(10)             Providian Corporation Deferred Compensation Plan under the           10.12            -
                 Providian Corporation Long-Term Incentive Plan.  (Incorporated
                 by reference as Exhibit 10.14 of the Company's Annual Report
                 on Form 10-K for the year ended December 31, 1991, SEC File
                 No. 1-6701.)*

(10)             Providian Bancorp Deferred Compensation Plan under the               10.13            -
                 Providian Bancorp Annual Incentive Plan.  (Incorporated by
                 reference as Exhibit 10.15 of the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1991, SEC File No.
                 1-6701.)*

(10)             Descriptions of Providian Corporation Supplemental                   10.14            -
                 Non-qualified Thrift Savings Plan and Non-qualified Pension
                 Agreements.  (Incorporated by reference to the descriptions of
                 the Retirement Plans and Thrift Savings Plan as described on
                 pages 7 through 9 of the Proxy Statement for the Annual
                 Meeting of Stockholders held May 1, 1992, SEC File No.
                 1-6701.)*

(10)             Providian Corporation Stock Ownership Plan (Incorporated by          10.15            -
                 reference as Exhibit 10.17 of the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1992, SEC File No.
                 1-6701.)*

(10)             1994 Amendments to 1989 Stock Option Plan.  (Incorporated by         10.16            -
                 reference as Exhibit 10.17 of the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1994.)*

(10)             Operating and Policy Committee Deferred Compensation Plan.           10.17            -
                 (Incorporated by reference as Exhibit 10.19 of the Company's
                 Annual Report on Form 10-K for the year ended December 31,
                 1994.)*

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS (CONTINUED)

Reference
Number Per                                                                         Exhibit
Exhibit Table              Description of Exhibit                                  Number          Page
-------------              ----------------------                                  ------          ----
<S>              <C>                                                               <C>             <C>
(10)             Employment agreement between the Company and Robert S. Greer,       10.19            -
                 Jr.  (Incorporated by reference as Exhibit 10.19 of the
                 Company's Annual Report on Form 10-K for the year ended
                 December 31, 1995.)*

(10)             Providian Corporation's 1995 Stock Option Plan. (Incorporated        10.20            -
                 by reference as Appendix A of the Company's 1995 Proxy
                 Statement.)

(10)             Revolving Credit Facility Agreement between the Company and          10.21            -
                 various domestic and international banks, effective date
                 August 21, 1995.  (Incorporated by reference as Exhibit 10.21
                 of the Company's Annual Report on Form 10-K for the year ended
                 December 31, 1995.)

(10)             Revolving Credit Agreement between Providian Bancorp, Inc. and       10.22            -
                 various domestic and international banks, as terminated,
                 replaced and restated on May 14, 1996.  (Incorporated by
                 reference as Exhibit 10.1 of the Company's Quarterly Report on
                 Form 10-Q for the period ended June 30, 1996.)

(10)             Third Amendment to Employment Agreement between Providian            10.23            -
                 Corporation and Irving W. Bailey II.  (Provided as part of
                 electronic transmission.)*

(10)             Amendments to Employment Agreements, dated November 6, 1996,         10.24
                 between Providian Corporation and David J. Miller,
                 Steven T. Downey, David B. Smith, James V. Elliott, Robert S.
                 Greer, Jr., Frederick C. Kessell, Shailesh J. Mehta, Lawrence
                 Pitterman, A. Sami Siddiqui and Robert J. Walker and Fourth
                 Amendment to Employment Agreement between Providian
                 Corporation and Irving W. Bailey II.  (Provided as part of
                 electronic transmission.)*

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS (CONTINUED)

Reference
Number Per                                                                           Exhibit
Exhibit Table              Description of Exhibit                                    Number          Page
-------------              ----------------------                                    ------          ----
<S>              <C>                                                                 <C>             <C>
(10)             Agreement between Shailesh J. Mehta and the Company (Provided        10.25            -
                 as part of electronic transmission.)*

(12)             Computation of ratio of earnings to fixed charges (Provided as       12.1            38
                 part of electronic transmission.)

(13)             Portions of the Annual Report for the year ended December 31,        13.1             -
                 1996.  (Provided as part of electronic transmission.)

(21)             List of subsidiaries.  (Provided as part of electronic               21.1            40
                 transmission.)

(23)             Consent of independent auditors.  (Provided as part of               23.1            42
                 electronic transmission.)

(27)             Financial Data Schedule.  (Provided as part of electronic            27.1             -
                 transmission.)

* This indicates a management contract or compensatory plan or arrangement.

</TABLE>