<PAGE>

                                                                     EXHIBIT 4.2

                          [FORM OF FACE OF SECURITY]
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH $1,000 OF PRINCIPAL AMOUNT AT
MATURITY OF THIS SECURITY IS $547.11, THE ISSUE DATE IS FEBRUARY 15, 2001. THE
YIELD TO MATURITY IS 4.00%.

     THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY (AS
HEREINAFTER DEFINED) OR A NOMINEE OF THE DEPOSITARY OR A SUCCESSOR DEPOSITARY.
THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED HEREIN AND IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED HEREIN AND IN THE INDENTURE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"@), TO
PROVIDIAN FINANCIAL CORPORATION, AS ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

                        PROVIDIAN FINANCIAL CORPORATION
              ZERO COUPON CONVERTIBLE NOTES DUE FEBRUARY 15, 2021

REGISTERED
CUSIP:  74406A AB 8
ISSUE DATE:  February 15, 2001
ISSUE PRICE:  $452.89
  (for each $1,000 principal amount at Maturity)
ORIGINAL ISSUE DISCOUNT:  $547.11
  (for each $1,000 principal amount at Maturity)
No. R_                                                $______________

<PAGE>

     Providian Financial Corporation, a Delaware corporation (herein called the
Company, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or its registered assigns, the principal sum at final Maturity of
________________ United States Dollars (U.S. $____________) on February 15,
2021.  This Security shall not bear cash interest except as specified on the
other side of  this Security.  Original Issue Discount will accrue as specified
on the other side of this Security.

     Payment of the principal of (and premium, if any), interest, if any, Issue
Price and Original Issue Discount on this Security in connection with, among
other things, Redemption Prices, Purchase Prices, Change of Control Purchase
Prices and principal amount at Maturity will be made at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, The City of
New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest in
immediately available funds may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
by wire transfer to an account maintained by the payee located inside the United
States.  In certain cases described in the Indenture the Company may make
payments in shares of its Common Stock rather than in cash.

     All terms used in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or the Second
Supplemental Indenture hereinafter referred to or be valid or obligatory for any
purpose.

     Any additional Notes issued subsequent to the date hereof pursuant to the
exercise of an overallotment option shall be deemed to be issued on the date of
the Second Supplemental Indenture.
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


Dated:  February 15, 2001


                                      PROVIDIAN FINANCIAL CORPORATION



                                      By: ___________________________
                                          Name:
                                          Title:
<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Notes of the series designated therein referred to
in the within-mentioned Indenture.

                                               BANK ONE TRUST COMPANY, N.A.
                                                     as Trustee



                                               By: ___________________________
                                                     Authorized Signatory
<PAGE>

                      [FORM OF REVERSE SIDE OF SECURITY]
              Zero Coupon Convertible Notes Due February 15, 2021



1.   Cash Interest; Original Issue Discount.

     The Notes shall not bear cash interest unless they have been converted to
semiannual coupon Notes in accordance with paragraph 9 hereto.

     Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Notes), in the period during which a Note
remains outstanding, shall accrue at 4.00% per annum, on a semiannual bond
equivalent basis using a 360-day year comprised of twelve 30-day months, from
the Issue Date.

2.   Method of Payment.

     Subject to the terms and conditions of the Indenture, the Company will make
payments in respect of the principal of, premium, if any, and cash interest, if
any, on a Note and in respect of Redemption Prices, Purchase Prices and Change
of Control Purchase Prices to Holders who surrender Notes to a Paying Agent to
collect such payments in respect of the Notes. The Company will pay cash amounts
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Company may make such cash
payments by check payable in such money. Any payment required to be made on any
day that is not a Business Day will be made on the next succeeding Business Day.

3.   Paying Agent, Conversion Agent and Registrar.

     Initially, Bank One Trust Company, N.A.  (as successor in interest to The
First National Bank of Chicago, in such capacity, together with its successors
in trust, the "Trustee"), will act as Paying Agent, Conversion Agent and
Registrar. The Company may appoint and change any Paying Agent, Conversion
Agent, Registrar or co-registrar without notice, other than notice to the
Trustee, except that the Company will maintain at least one Paying Agent in the
State of New York, City of New York, Borough of Manhattan, which shall initially
be an office or agency of the Trustee. The Company or any of its Subsidiaries or
any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar or
co-registrar.

4.   Indenture.

     The Company issued the Notes under an Indenture dated as of May 1, 1999
(the "Indenture"), between the Company and the Trustee, as supplemented by a
Second Supplemental Indenture dated as of February 15, 2001 relating to the
Notes (the "Second Supplemental Indenture"). References herein to the Indenture
include

                                       1

<PAGE>

the Second Supplemental Indenture. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as in effect from time to time (the "TIA"). Capitalized
terms used herein and not defined herein have the meanings ascribed thereto in
the Indenture. The Notes are subject to all such terms, and Holders are referred
to the Indenture and the TIA for a statement of those terms.

     The Notes are general unsecured obligations of the Company limited to
$1,015,000,000 aggregate Principal Amount at Maturity (subject to Section 306 of
the Indenture). The Indenture does not limit other indebtedness of the Company,
secured or unsecured.

5.   Redemption at the Option of the Company.

     No sinking fund is provided for the Notes. Subject to the terms and
conditions of the Indenture, the Notes are redeemable as a whole, or from time
to time in part, at any time at the option of the Company at the Redemption
Prices set forth below, provided that the Notes are not redeemable prior to
February 15, 2006.

     The table below shows Redemption Prices of a Note per $1,000 Principal
Amount at Maturity on the dates shown below and at Stated Maturity, which prices
reflect accrued Original Issue Discount calculated to each such date. The
Redemption Price of a Note redeemed between such dates shall include an
additional amount reflecting the additional Original Issue Discount accrued
since the next preceding date in the table.

                                   (1)              (2)                (3)
                                                  Accrued          Redemption
                                               Original Issue         Price
Redemption Date                Issue Price        Discount          (1) + (2)


February 15, 2006............    $452.89          $ 99.18           $  552.07
February 15, 2007............    $452.89          $121.48           $  574.37
February 15, 2008............    $452.89          $144.69           $  597.58
February 15, 2009............    $452.89          $168.83           $  621.72
February 15, 2010............    $452.89          $193.95           $  646.84
February 15, 2011............    $452.89          $220.08           $  672.97
February 15, 2012............    $452.89          $247.27           $  700.16
February 15, 2013............    $452.89          $275.56           $  728.45
February 15, 2014............    $452.89          $304.99           $  757.88
February 15, 2015............    $452.89          $335.60           $  788.49
February 15, 2016............    $452.89          $367.46           $  820.35
February 15, 2017............    $452.89          $400.60           $  853.49
February 15, 2018............    $452.89          $435.08           $  887.97
February 15, 2019............    $452.89          $470.96           $  923.85
February 15, 2020............    $452.89          $508.28           $  961.17

                                       2

<PAGE>

                                   (1)              (2)                (3)
                                                  Accrued          Redemption
                                               Original Issue         Price
Redemption Date                Issue Price        Discount          (1) + (2)
At Stated Maturity...........    $452.89          $547.11           $1,000.00

     If converted to a semiannual coupon Note following the occurrence of a Tax
Event, a Note will be redeemable at the Restated Principal Amount plus accrued
and unpaid interest from the date of such conversion through the Redemption
Date.

     In no event will any Note be redeemable before February 15, 2003.

6.   Purchase By the Company at the Option of the Holder.

     Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Notes held by
such Holder on the following Purchase Dates and at the following Purchase Prices
per $1,000 Principal Amount at Maturity, upon delivery of a Purchase Notice
containing the information set forth in the Indenture, at any time until the
close of business on such Purchase Date and upon delivery of the Notes to the
Paying Agent by the Holder as set forth in the Indenture.


     Purchase Date               Purchase Price
     -------------               --------------

     February 15, 2006           $552.07

     February 15, 2011           $672.97

     February 15, 2016           $820.35

     The Purchase Price may be paid, at the option of the Company, in cash or
shares of Common Stock or any combination thereof.

     If prior to a Purchase Date the Notes have been converted to semiannual
coupon Notes following the occurrence of a Tax Event, the Purchase Price on such
Purchase Date will be equal to the Restated Principal Amount plus accrued and
unpaid interest from the Option Exercise Date to the Purchase Date.

     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or a portion of
the Notes held by such Holder 35 Business Days after the occurrence of a Change
of Control of the Company occurring on or prior to February 15, 2006 for a
Change of Control Purchase Price equal to the Issue Price plus accrued Original
Issue Discount to the Change of Control Purchase Date, which Change of Control
Purchase Price shall be paid in cash. If prior to a Change of Control Purchase
Date

                                       3
<PAGE>

a Note has been converted to a semiannual coupon Note following the occurrence
of a Tax Event, the Change of Control Purchase Price shall be equal to the
Restated Principal Amount plus accrued and unpaid interest from the date of
conversion to the Change of Control Purchase Date.

     Holders have the right to withdraw any Purchase Notice or Change of Control
Purchase Notice, as the case may be, by delivering to the Paying Agent a written
notice of withdrawal in accordance with the provisions of the Indenture.

     If cash (and/or securities if permitted under the Indenture) sufficient to
pay the Purchase Price or Change of Control Purchase Price, as the case may be,
of all Notes or portions thereof to be purchased as of the Purchase Date or the
Change of Control Purchase Date, as the case may be, is deposited with the
Paying Agent on the Business Day following the Purchase Date or the Change of
Control Purchase Date, as the case may be, such Notes will cease to be
outstanding and Original Issue Discount and cash interest, if any, shall cease
to accrue on such Notes (or portions thereof) and will be deemed paid
immediately after such Purchase Date or Change of Control Purchase Date, as the
case may be, whether or not such Notes have been delivered to the Paying Agent,
and the Holder thereof shall have no other rights as such (other than the right
to receive the Purchase Price or Change of Control Purchase Price, as the case
may be, upon surrender of such Notes).

7.   Notice of Redemption.

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Notes to be redeemed at the
Holder's registered address. If money sufficient to pay the Redemption Price of
all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, immediately
after such Redemption Date Original Issue Discount ceases to accrue on such
Notes or portions thereof. Notes in denominations larger than $1,000 Principal
Amount at Maturity may be redeemed in part but only in integral multiples of
$1,000 Principal Amount at Maturity.

8.   Conversion.

     Subject to and upon compliance with the provisions of Article 2 of the
Second Supplemental Indenture, at the option of the Holder thereof, any Note or
any portion of the principal amount at maturity thereof which is $1,000 or an
integral multiple of $1,000, and which has not previously been redeemed or
purchased pursuant to the Indenture, may be converted into Common Stock at any
time following the issuance of the Notes and prior to the close of business on
February 15, 2021.

     Except as provided for in Section 2.01(b) of the Second Supplemental
Indenture (which excepts situations where the Notes have been called for

                                       4
<PAGE>

redemption, an Event of Default is continuing or the Company is party to certain
transactions), if the Sale Price of the Common Stock on at least 20 Trading Days
of the 30 Trading Days prior to the conversion is (i) less than 100% of the
Accreted Conversion Price, then the Holder electing to exercise its conversion
right on that date will receive, in lieu of Common Stock, cash in an amount, per
$1,000 principal amount at maturity of the Notes surrendered for conversion,
equal to 95% of the product of the Conversion Rate and such Sale Price on the
Trading Day immediately preceding the conversion date, (ii) greater than or
equal to 100% of the Accreted Conversion Price but less than 110% of the
Accreted Conversion Price, the Holder will receive, in lieu of Common Stock,
cash in an amount, per $1,000 principal amount at maturity of the Notes
surrendered for conversion, equal to the sum of the Issue Price plus accrued
Original Issue Discount to the date of conversion, or (iii) greater than or
equal to 110% of the Accreted Conversion Price, the Holder will receive, per
$1,000 principal amount at maturity of the Notes surrendered for conversion, a
number of shares of Common Stock equal to the then applicable Conversion Rate.

     The initial Conversion Rate is 6.2240 shares of Common Stock per $1,000
Principal Amount at Maturity, subject to adjustment in certain events described
in the Indenture. The Company will deliver cash or a check in lieu of any
fractional share of Common Stock.

     In the event the Company exercises its option pursuant to Article 3 of the
Second Supplemental Indenture to have interest in lieu of Original Issue
Discount accrue on the Note following a Tax Event, the Holder will be entitled
on conversion to receive the same number of shares of Common Stock such Holder
would have received if the Company had not exercised such option. In any event,
whether or not the Company exercises such option, such Notes surrendered for
conversion during the period from the close of business on any Regular Record
Date immediately preceding any Interest Payment Date to the opening of business
of such Interest Payment Date (except Notes to be redeemed on a date within such
period or on the next Interest Payment Date or in respect of which a Purchase
Notice or Change of Control Purchase Notice delivered by the Holder has not been
withdrawn, the conversion rights of which would terminate during the period
between such Record Date and the close of business on such Interest Payment
Date) must be accompanied by payment of an amount equal to the interest thereon
that the registered Holder is to receive. Except where Notes surrendered for
conversion must be accompanied by payment as described above, no interest on
converted Notes will be payable by the Company on any Interest Payment Date
subsequent to the date of conversion.

     To convert a Note, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the Note
to the Conversion Agent, (3) furnish appropriate endorsements and transfer

                                       5
<PAGE>

documents if required by the Conversion Agent, the Company or the Trustee and
(4) pay any transfer or similar tax, if required.

     A Holder may convert a portion of a Note if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. On
conversion of a Note, that portion of accrued Original Issue Discount (or
interest if the Company has exercised its option provided for in paragraph 9
hereof) attributable to the period from the Issue Date (or, if the Company has
exercised the option referred to in paragraph 9 hereof, the later of (x) the
date of such exercise and (y) the date on which interest was last paid) through
the Conversion Date with respect to the converted Note shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
Holder thereof through the delivery of the Common Stock (together with the cash
payment, if any, in lieu of fractional shares) in exchange for the Note being
converted pursuant to the terms of the Indenture; and the fair market value of
such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for Original Issue Discount (or interest, if the Company has exercised
its option provided for in paragraph 9 hereof) accrued through the Conversion
Date, and the balance, if any, of such fair market value of such Common Stock
(and any such cash payment) shall be treated as issued in exchange for the Issue
Price of the Note being converted pursuant to the provisions hereof.

     Pursuant to the terms and conditions described in the Indenture, the
Conversion Rate will be adjusted for dividends or distributions on Common Stock
payable in Common Stock or other capital stock of the Company; subdivisions,
combinations or certain reclassifications of Common Stock; distributions to all
holders of Common Stock of certain rights to purchase Common Stock for a period
expiring within 60 days at less than the Sale Price at the Time of
Determination; and distributions to such holders of assets or debt securities of
the Company or certain rights to purchase securities of the Company (excluding
certain cash dividends or distributions). However, no adjustment need be made if
Holders may participate in the transaction or in certain other cases. The
Company from time to time may voluntarily increase the Conversion Rate.

     If the Company is a party to a consolidation, merger or binding share
exchange as described in the Indenture, the right to convert a Note into Common
Stock may be changed into a right to convert it into securities, cash or other
assets of the Company or another person.

9.   Tax Event

     (a)  Pursuant to Article 3 of the Second Supplemental Indenture, from and
after (i) the date of the occurrence of a Tax Event (the "Tax Event Date") and
(ii) the date the Company exercises such option, whichever is later (the "Option
Exercise Date"), at the option of the Company, regular cash interest, in lieu of

                                       6
<PAGE>

future Original Issue Discount, shall accrue on the Notes at the rate of 4.00%
per annum on a restated principal amount per $1,000 Principal Amount at Maturity
of the Notes (the "Restated Principal Amount") equal to the Issue Price plus
Original Issue Discount accrued to the Option Exercise Date and shall be payable
on each February 15 and August 15 of each year prior to Maturity of the Notes
(each an "Interest Payment Date") to Holders of record at the close of business
on the February 1 or August 1 (each a "Regular Record Date") immediately
preceding such Interest Payment Date. Interest will be computed on the basis of
a 360-day year comprised of twelve 30-day months and will accrue from the most
recent date on which interest has been paid or, if no interest has been paid,
from the Option Exercise Date. Within 15 days of the occurrence of a Tax Event,
the Company shall transmit a written notice of such Tax Event by facsimile and
first-class mail to the Trustee and within 15 days of the Option Exercise Date
the Company shall transmit a written notice of its election under the Indenture
by facsimile and first-class mail to the Trustee and by first class mail to the
Holders of the Notes. From and after the Option Exercise Date, (i) the Company
shall be obligated to pay at Maturity, in lieu of the Principal Amount at
Maturity of a Note, the Restated Principal Amount thereof and (ii) except with
respect to the definition in the Second Supplemental Indenture of Accreted
Conversion Price, "Issue Price and accrued Original Issue Discount," "Issue
Price plus Original Issue Discount" or similar words, as used herein and in the
Indenture, shall mean Restated Principal Amount plus accrued and unpaid interest
with respect to any Note. Notes authenticated and delivered after the Option
Exercise Date may, and shall if required by the Trustee, bear a notation in a
form approved by the Trustee as to the conversion of the Notes to semiannual
coupon Notes.

     Subject to the provisions of the Indenture, each Note delivered under the
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Note.

     (b)  Cash interest on any Note that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the person in
whose name that Note is registered at the close of business on the Regular
Record Date for such cash interest at the office or agency of the Company
maintained for such purpose.

     (c)  Except as otherwise specified with respect to the Notes, any Defaulted
Interest on any Note shall forthwith cease to be payable to the registered
Holder thereof on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company as provided for
in Section 307 of the Indenture.

10.  Denominations; Transfer; Exchange.

                                       7
<PAGE>

     The Notes are in fully registered form, without coupons, in denominations
of $1,000 Principal Amount at Maturity and integral multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.

11.  Persons Deemed Owners.

     The registered Holder of a Note may be treated as the owner of a Note for
all purposes.

12.  Unclaimed Money or Securities.

     The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Notes that remains unclaimed for two years, subject to applicable
unclaimed property law. After return to the Company, Holders entitled to the
money or securities must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person.

13.  Amendment; Waiver.

     Subject to certain exceptions set forth in the Indenture, (i) the Second
Supplemental Indenture or the Notes may be amended with the written consent of
the Holders of at least 66b% in aggregate Principal Amount at Maturity of the
Notes at the time outstanding and (ii) certain Defaults may be waived with the
written consent of the Holders of a majority in aggregate Principal Amount at
Maturity of the Notes at the time outstanding. Subject to certain exceptions set
forth in the Indenture, without the consent of any Holder, the Company and the
Trustee may amend the Indenture or the Notes to cure any ambiguity, defect or
inconsistency, to add additional events of default, to provide for
uncertificated Notes in addition to or in place of certificated Notes or to make
any change that does not adversely affect the rights of any Holder in any
material respect.

14.  Defaults and Remedies.

     Under the Indenture, Events of Default include (i) default in the payment
of principal of or premium, if any, on any of the Securities of any series when
due; (ii) default in the payment of interest on any Security of any series when
due and continuance of such default for 30 days; (iii) default in the deposit of
any sinking fund payment on any Security of any series when due; (iv) default in
the performance, or breach, of any other covenant or warranty of the Company in
the Indenture (other than a covenant or warranty a default in the performance or
breach of which is otherwise addressed) with respect to any Security of any
series and continuance of such default or breach for 60 days after written
notice to the

                                       8
<PAGE>

Company by the Trustee or to the Company and the Trustee by holders of not less
than 25% in aggregate principal amount of the Securities of that series; (v) any
event of default under any mortgage, indenture or other instrument under which
any indebtedness for borrowed money in an aggregate principal amount exceeding
$5,000,000 of the Company or Providian National Bank shall become due and
payable, if such acceleration is not rescinded or annulled within 30 days after
written notice as provided by the Indenture; (vi) certain events of bankruptcy,
insolvency or reorganization of the Company; or (vii) any other event that may
be specified with respect to any Security of a series.

     So long as any of the Notes are outstanding, the Second Supplemental
Indenture provides that additional Events of Default with respect to the Notes
shall include (i) any default by the Company in the payment at Maturity of the
Principal Amount at Maturity (or if applicable the Restated Principal Amount),
Issue Price, accrued Original Issue Discount (or accrued and unpaid regular cash
interest if any), Redemption Price, Purchase Price or Change of Control Purchase
Price with respect to any Note when such becomes due and payable; (ii) any
default by the Company in payment of any interest which becomes payable after
the Notes have been converted to semiannual coupon Notes in accordance with
paragraph 9 hereof, which default continues for 30 days; or (iii)   failure by
the Company to convert any portion of the principal amount of a Note in
accordance with its terms following exercise by the Holder of such Note of the
right to convert such Note.

15.  Trustee Dealings with the Company.

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

16.  No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability (except in the case of bad faith or willful misconduct)
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.

17.  Authentication.

This Security shall not be valid until an authorized signatory of the Trustee
manually signs the Trustee's Certificate of Authentication on the other side of
this Security.



                                       9
<PAGE>

18.  Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
TEN (=joint tenants with right of survivorship and not as tenants in common),
CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20.  GOVERNING LAW.

     THE INDENTURE AND THE NOTES WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

21.  DEFEASANCE.

     The provisions for defeasance and covenant defeasance set forth in Sections
1302 and 1303 of the Indenture, respectively, will not apply to the Notes.

                              ___________________

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture or a copy of the text of this Security in larger
type. Requests may be made to:


          Providian Financial Corporation
          201 Mission Street
          San Francisco, CA 94105
          Attention: Treasurer

                                      10
<PAGE>

                                ASSIGNMENT FORM

               To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________________________
________________________________________________________________________________

                  (Insert assignee's soc. sec. or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

and irrevocably appoint

______________________ agent to transfer this Security on the books of the
Company.  The agent may substitute another to act for him.



________________________________________________________________________________

Date: __________________   Your Signature: _____________________________________

________________________________________________________________________________
    (Sign exactly as your name appears on the other side of this Security)
<PAGE>

                               CONVERSION NOTICE

   To convert this Security into Common Stock of the Company, check the box:

                                      [_]

To convert only part of this Security, state the Principal Amount at Maturity to
be converted (which must be $1,000 or an integral multiple of $1,000):

$_______________________________________________________________________________

If you want the stock certificate made out in another person's name, fill in the
form below:

________________________________________________________________________________
________________________________________________________________________________
                (Insert other person's soc. sec. or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
           (Print or type other person's name, address and zip code)


________________________________________________________________________________

Date: __________________   Your Signature: _____________________________________

_______________________________________________________________________________
    (Sign exactly as your name appears on the other side of this Security)