ANNUAL CERTIFICATEHOLDERS' STATEMENT
                  ---------------------------------------------

                             PROVIDIAN MASTER TRUST
                                  SERIES 1999-2
                  ---------------------------------------------

     Pursuant to the Pooling and  Servicing  Agreement  dated as of June 1, 1993
(as amended and supplemented,  the  "Agreement"),  as supplemented by the Series
1999-2 Supplement dated as of October 1, 1999 (as amended and supplemented,  the
"Series  Supplement"),  between  Providian  National  Bank  ("PNB"),  Seller and
Servicer,  and Bankers Trust  Company,  Trustee,  PNB as Servicer is required to
prepare certain information each month regarding current  distributions to Class
A Certificateholders, Class B Certificateholders, Collateral Interest Holder and
the Class D Interest  Holder and the  performance of the Providian  Master Trust
(the "Trust") during the previous month. The information which is required to be
prepared  for the Series  1999-2  Certificates  with  respect to the period from
October 7, 1999 to December 31, 1999, and with respect to the performance of the
Trust during 1999, is set forth below.  Certain of the  information is presented
on the basis of an original principal amount of $1,000 per Investor Certificate.
Certain other  information is presented  based on the aggregate  amounts for the
Trust  as a  whole.  Capitalized  terms  used in  this  Certificate  have  their
respective  meanings  set  forth  in the  Agreement  or  Series  Supplement,  as
applicable.

A)   Information  Regarding the 1999  Distribution for the Series 1999-2 Class A
     Certificates  and  Class B  Certificates  (stated  on the  basis of  $1,000
     original certificate principal amount)

     (1)  The total amount distributed to Class A Certificateholders  per $1,000
          original certificate principal amount.......................$12.466667

     (2)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$12.466667

     (3)  The  amount  set  forth  in  A(1)   above   distributed   to  Class  A
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

     (4)  The total amount distributed to Class B Certificateholders  per $1,000
          original certificate principal amount.......................$11.547292

     (5)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect  to  interest  per  $1,000  original
          certificate principal amount................................$11.547292

     (6)  The  amount  set  forth  in  A(4)   above   distributed   to  Class  B
          Certificateholders  with  respect to  principal  per  $1,000  original
          certificate principal amount.................................$0.000000

B)   Information Regarding the Performance of the Trust

     (1)  Allocation   of   Receivables   Collections   to  the  Series   1999-2
          Certificates

          (a)  The  aggregate  amount of Finance  Charge  Receivables  collected
               during 1999.......................................$395,109,175.39

          (b)  The aggregate  amount of  Interchange  collected and allocated to
               the Trust for 1999.................................$13,765,815.00

          (c)  The aggregate  amount of Principal  Receivables  collected during
               1999............................................$1,663,113,108.21

          (d)  The  Floating  Allocation  Percentage  with respect to the Series
               1999-2 Certificates for 1999............................8.169153%

          (e)  The Principal  Allocation  Percentage  with respect to the Series
               1999-2 Certificates for 1999............................8.162178%

          (f)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated    to    the    Series    1999-2    Certificates    for
               1999...............................................$33,401,622.59

          (g)  The Principal  Receivables  collected and allocated to the Series
               1999-2 Certificates for 1999......................$135,746,252.06

     (2)  Available  Finance  Charge   Collections  and  Reallocated   Principal
          Collections for Series 1999-2 for 1999

          (a)  The Finance  Charge  Receivables  and  Interchange  collected and
               allocated to the Series 1999-2 Certificates........$33,401,622.59

          (b)  Collection   Account  and  Special  Funding  Account   investment
               earnings allocated to the Series 1999-2 Certificates...$73,589.78

          (c)  Principal Funding Account Investment Proceeds...............$0.00

          (d)  Class A Reserve Draw Amount.................................$0.00

          (e)  Class B Reserve Draw Amount.................................$0.00

          (f)  Additional  Finance  Charges from other  Series  allocated to the
               Series 1999-2 Certificates..................................$0.00

          (g)  Payments,  if  any,  on  deposit  as of  the  Determination  Date
               received from any Interest Rate Protection Agreements.......$0.00

          (h)  Reallocated Class D Principal Collections...................$0.00

          (i)  Reallocated Collateral Principal Collections................$0.00

          (j)  Reallocated Class B Principal Collections...................$0.00

          (k)  Total  Available  Finance  Charge   Collections  and  Reallocated
               Principal  Collections for Series 1999-2 (total of (a), (b), (c),
               (d), (e), (f), (g), (h), (i) and (j) above)........$33,475,212.37

     (3)  Available  Principal  Collections  for Series  1999-2 for the  Monthly
          Period immediately preceding the Distribution Date

          (a)  The Principal  Receivables  collected and allocated to the Series
               1999-2 Certificates...............................$135,746,252.06

          (b)  Shared  Principal  Collections from other Series allocated to the
               Series 1999-2 Certificates..................................$0.00

          (c)  Additional   amounts  to  be  treated  as   Available   Principal
               Collections pursuant to the Series Supplement.......$9,962,667.72

          (d)  Reallocated Class D Principal Collections...................$0.00

          (e)  Reallocated Collateral Principal Collections................$0.00

          (f)  Reallocated Class B Principal Collections...................$0.00

          (g)  Available Principal  Collections for Series 1999-2 (total of (a),
               (b) and (c) minus (d), (e) and (f) above).........$145,708,919.78

     (4)  Delinquent Balances in the Trust

          The  aggregate   outstanding   balance  of  the  Accounts  which  were
          delinquent as of the close of business on the last day of 1999

          (a)  31-60 days                                           $107,180,627
          (b)  61-90 days                                             65,585,821
          (c)  91 or more days                                       116,979,923
                                                                     -----------
          (d)  Total Delinquencies                                  $289,746,371

     (5)  Defaulted Amount

          (a)  The aggregate amount of Defaulted Receivables with respect to the
               Trust for 1999....................................$139,067,490.13

          (b)  The  aggregate  Amount of  Recoveries  of  Defaulted  Receivables
               processed during 1999..............................$17,088,807.59

          (c)  The  Defaulted  Amount  for  1999  (Defaulted  Receivables  minus
               Recoveries].......................................$121,978,682.54

          (d)  The  Defaulted  Amount for 1999  allocable  to the Series  1999-2
               Certificates       (the      "Series       1999-2       Defaulted
               Amount")............................................$9,962,667.72

          (e)  The Class A Defaulted  Amount  [Series  1999-2  Defaulted  Amount
               multiplied by the Class A Percentage]...............$7,970,134.18

          (f)  The Class B Defaulted  Amount  [Series  1999-2  Defaulted  Amount
               multiplied by the Class B Percentage].................$896,640.10

     6)   Class A Charge-Offs

          (a)  The excess,  if any, of the Class A Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               A  Defaulted  Amount,  (ii)  Reallocated   Principal  Collections
               applied to such  Class A  Defaulted  Amount,  (iii) the amount by
               which the Class D Invested  Amount has been reduced in respect of
               such  Class A  Defaulted  Amount,  (iv) the  amount  by which the
               Collateral  Invested  Amount has been  reduced in respect of such
               Class A Defaulted  Amount and (v) the amount by which the Class B
               Invested  Amount  has been  reduced  in  respect  of such Class A
               Defaulted Amount (a "Class A Charge-Off") for 1999..........$0.00

          (b)  The  amount  of the  Class A  Charge-Off  set  forth in item 6(a)
               above,  per $1,000 original  certificate  principal amount (which
               will have the effect of  reducing,  pro rata,  the amount of each
               Class A Certificateholder's investment) for 1999.........$0.00000

          (c)  The total amount reimbursed on the last Distribution Date of 1999
               in  respect  of  Class  A  Charge-Offs  for  prior   Distribution
               Dates.......................................................$0.00

          (d)  The  amount  set forth in item 6(c)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   A
               Certificateholder's investment) for 1999.................$0.00000

          (e)  The amount, if any, by which the outstanding principal balance of
               the Class A Certificates  exceeds the Class A Invested  Amount if
               any,  as of the last  Distribution  of 1999  Date,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (7)  Class B Charge-Offs

          (a)  The excess,  if any, of the Class B Defaulted Amount over the sum
               of (i) Available Finance Charge Collections applied to such Class
               B  Defaulted   Amount,   (ii)   Reallocated   Class  D  Principal
               Collections  applied  to such  Class B  Defaulted  Amount,  (iii)
               Reallocated  Collateral  Principal  Collections  applied  to such
               Class B  Defaulted  Amount,  (iv) the amount by which the Class D
               Invested  Amount  has been  reduced  in  respect  of such Class B
               Defaulted  Amount  and (v) the  amount  by which  the  Collateral
               Invested  Amount  has been  reduced  in  respect  of such Class B
               Defaulted Amount for 1999...................................$0.00

          (b)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of Reallocated
               Class B Principal Collections...............................$0.00

          (c)  The amount by which the Class B Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in  respect  of item 6(a)
               (together with item 7(a), "Class B Charge-Offs")............$0.00

          (d)  The total  amount by which the Class B  Invested  Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 7(a), (b) and (c).....................................$0.00

          (e)  The  amount  set forth in item 7(d)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               reducing,    pro   rata,    the    amount   of   each   Class   B
               Certificateholder's investment) for 1999.................$0.00000

          (f)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions in the Class B Invested  Amount on prior
               Distribution Dates..........................................$0.00

          (g)  The  amount  set forth in item 7(f)  above  per  $1,000  original
               certificate  principal  amount  (which  will  have the  effect of
               increasing,    pro   rata,   the   amount   of   each   Class   B
               Certificateholder's investment) for 1999.................$0.00000

          (h)  The amount, if any, by which the outstanding principal balance of
               the Class B Certificates  exceeds the Class B Invested  Amount if
               any,  as of the  last  Distribution  Date of 1999,  after  giving
               effect to all deposits,  withdrawals  and  distributions  on such
               Distribution Date...........................................$0.00

     (8)  Reductions in the Collateral Interest

          (a)  The excess,  if any, of the Collateral  Defaulted Amount over the
               sum of (i) Available Finance Charge  Collections  applied to such
               Collateral  Defaulted Amount,  (ii) Reallocated Class D Principal
               Collections applied to such Collateral Defaulted Amount and (iii)
               the amount by which the Class D Invested  Amount has been reduced
               in respect of such Collateral Defaulted Amount for 1999.....$0.00

          (b)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced  on the  last  Distribution  Date of 1999 in  respect  of
               Reallocated Collateral Principal Collections................$0.00

          (c)  The  amount  by which the  Collateral  Invested  Amount  has been
               reduced on the last Distribution Date of 1999 in respect of items
               6(a) and 7(a) above.........................................$0.00

          (d)  The total amount by which the Collateral Invested Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 8(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions  in the  Collateral  Invested  Amount on
               prior Distribution Dates....................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Collateral  Interest exceeds the Collateral  Invested Amount,
               if any, as of the last  Distribution  Date of 1999,  after giving
               effect to all  deposits,  withdrawals  and  distributions  on the
               Distribution Date...........................................$0.00

     (9)  Reductions in the Class D Interest

          (a)  The  excess,  if  any,  of the  Class  D  Defaulted  Amount  over
               Available  Finance  Charge  Collections  applied  to such Class D
               Defaulted Amount for 1999...................................$0.00

          (b)  The amount by which the Class D Invested  Amount has been reduced
               on the last  Distribution  Date of 1999 in respect of Reallocated
               Principal Collections.......................................$0.00

          (c)  The amount by which the Class D Invested  Amount has been reduced
               on last  Distribution Date of 1999 in respect of items 6(a), 7(a)
               and 8(a) above..............................................$0.00

          (d)  The total  amount by which the Class D  Invested  Amount has been
               reduced  on the last  Distribution  Date of 1999 as set  forth in
               items 9(a), (b) and (c).....................................$0.00

          (e)  The total amount reimbursed on the last Distribution Date of 1999
               in respect of reductions in the Class D Invested  Amount on prior
               Distribution Dates..........................................$0.00

          (f)  The amount, if any, by which the outstanding principal balance of
               the Class D Interest exceeds the Class D Invested Amount, if any,
               as of the last  Distribution Date of 1999, after giving effect to
               all deposits,  withdrawals and  distributions on the Distribution
               Date........................................................$0.00

     (10) Investor Monthly Servicing Fee

          (a)  The amount of the Series 1999-2 Monthly Servicing Fee paid to the
               Servicer during 1999................................$2,582,465.28

     (11) Class A Monthly Interest

          (a)  Class A Monthly Interest paid during 1999...........$8,983,333.33

     (12) Class B Monthly Interest

          (a)  Class B Monthly Interest paid during 1999...........$1,024,730.47

     (13) Principal Funding Account Amount

          (a)  The  amount on deposit in the  Principal  Funding  Account on the
               last  Distribution  Date of  1999,  after  giving  effect  to all
               deposits,  withdrawals  and  distributions  on such  Distribution
               Date........................................................$0.00

          (b)  Deposits to the Principal Funding Account are currently scheduled
               to commence on the  Distribution  Date  occurring  in April 2002.
               (The initial  funding date for the Principal  Funding Account may
               be modified in certain circumstances in accordance with the terms
               of the Series Supplement.)

     (14) Deficit Controlled Accumulation Amount

          The Deficit Controlled  Accumulation  Amount for the last Distribution
          Date of 1999,  after giving  effect to all deposits,  withdrawals  and
          distributions on such Distribution Date..........................$0.00

     (15) Class A Reserve Account

          (a)  The amount on deposit in the Class A Reserve  Account on the last
               Distribution  Date of 1999,  after giving effect to all deposits,
               withdrawals and  distributions on such  Distribution Date and the
               related Transfer Date.......................................$0.00

          (b)  The Class A Required Reserve Account Amount.................$0.00

     (16) Class B Reserve Account

          (a)  The amount on deposit in the Class B Reserve  Account on the last
               Distribution  Date of 1999,  after giving effect to all deposits,
               withdrawals and  distributions on such  Distribution Date and the
               related Transfer Date.......................................$0.00

          (b)  The Class B Required Reserve Account Amount.................$0.00

C)   Class A Invested Amount

     (1)  The Class A Initial Invested Amount....................$500,000,000.00

     (2)  The Class A  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date.................................$500,000,000.00

     (3)  The  Pool  Factor  for the  last  Distribution  Date  of  1999  (which
          represents  the  ratio  of the  Class A  Invested  Amount,  as of such
          Distribution  Date, after giving effect to any adjustment in the Class
          A Invested  Amount on such  Distribution  Date, to the Class A Initial
          Invested Amount). The amount of a Class A Certificateholder's pro rata
          share of the Class A Invested  Amount can be determined by multiplying
          the  original   denomination   of  the  Class  A   Certificateholder's
          Certificate by the Pool Factor................................1.000000

D)   Class B Invested Amount

     (1)  The Class B Initial Invested Amount.....................$56,250,000.00

     (2)  The Class B  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$56,250,000.00

     (3)  The Pool Factor for the  Distribution  Date of 1999 (which  represents
          the  ratio of the Class B  Invested  Amount,  as of such  Distribution
          Date,  after giving  effect to any  adjustment in the Class B Invested
          Amount on such  Distribution  Date,  to the  Class B Initial  Invested
          Amount). The amount of a Class B Certificateholder's pro rata share of
          the Class B  Invested  Amount can be  determined  by  multiplying  the
          original denomination of the Class B  Certificateholder's  Certificate
          by the Pool Factor............................................1.000000

E)   Collateral Invested Amount

     (1)  The Collateral Initial Invested Amount..................$50,000,000.00

     (2)  The Collateral  Invested Amount on the last Distribution Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$50,000,000.00

     (3)  The Collateral  Invested Amount as a percentage of the Invested Amount
          on such Distribution Date........................................8.00%

F)   Class D Invested Amount

     (1)  The Class D Initial Invested Amount.....................$18,750,000.00

     (2)  The Class D  Invested  Amount on the last  Distribution  Date of 1999,
          after giving effect to all deposits,  withdrawals and distributions on
          such Distribution Date..................................$18,750,000.00

     (3)  The Class D Invested  Amount as a percentage of the Invested Amount on
          such Distribution Date...........................................3.00%

G)   Receivables Balances

     (1)  The  aggregate  amount of  Principal  Receivables  in the Trust at the
          close of business on the last day of 1999...............$7,890,273,538

     (2)  The aggregate amount of Finance Charge Receivables in the Trust at the
          close of business on the last day of 1999.................$177,856,724

H)   Annualized Percentages

     (1)  The average  Gross Yield for 1999 (sum of monthly  Gross Yield divided
          by 3)...........................................................21.43%

     (2)  The  average  Net Loss Rate for 1999 (sum of  monthly  Net Loss  Rates
          divided by 3)....................................................6.38%

     (3)  The  Portfolio  Yield  for 1999 (the  average  Gross  Yield  minus the
          average Net Loss Rate for 1999).................................15.05%

     (4)  The average Base Rate for 1999 (sum of monthly  Based Rates divided by
          3)...............................................................8.94%

     (5)  The average Net Spread (the average  Portfolio Yield minus the average
          Base Rate for 1999)..............................................6.11%

     (6)  The average  Monthly  Payment  Rate for 1999 (sume of monthly  Payment
          Rates divided by 3)..............................................8.82%

I)   Series 1999-2 Information for the Last Three Distribution Dates in 1999

     1)   Gross Yield

          a)  12/15/99                       21.46%
          b)  11/15/99                       21.54%
          c)  10/15/99                         N/A

     2)   Net Loss Rate

          a)  12/15/99                        6.18%
          b)  11/15/99                        6.40%
          c)  10/15/99                         N/A

     3)   Net Spread (Portfolio Yield Minus Base Rate)

          a)  12/15/99                        6.92%
          b)  11/15/99                        5.39%
          c)  10/15/99                         N/A

          Two Month Average                   6.16%

     4)   Monthly Payment Rate

          a)  12/15/99                        9.27%
          b)  11/15/99                        8.52%
          c)  10/15/99                         N/A




                               PROVIDIAN NATIONAL BANK
                               Servicer


                               By: /s/ Daniel Sanford
                                   -----------------------------------
                               Name:  Daniel Sanford
                               Title: Senior Vice President and Controller