Independent Accountant's Report
Board of Directors
First Deposit National Bank
and
Board of Directors
Providian National Bank
We have examined management's assertion, included in the accompanying Report
of Management on Master Trust Internal Controls and Pooling and Servicing
Agreement Compliance ("Report"), that First Deposit National Bank, as Seller
and Servicer, and Providian National Bank, as Seller (together with First
Deposit National Bank, the "Banks") were in compliance with the terms and
conditions of Articles III and IV, and Sections 8.08 and 9.01 of the Pooling
and Servicing Agreement (as amended, the "Agreement"), dated as of June 1,
1993, as amended by Amendment No. 1 dated as of May 1, 1994 and Amendment No.
2 dated as of June 1, 1995, and as supplemented by the Series 1993-2 Supplement
thereto, dated as of June 1, 1993; as supplemented by the Second Amended and
Restated Series 1993-3 Supplement thereto, dated as of December 1, 1995; as
supplemented by the Series 1994-1 Supplement thereto, dated as of May 1, 1994;
as supplemented by the Series 1995-1 and 1995-2 Supplements thereto, dated as of
June 1, 1995; and as supplemented by the Series 1996-1 Supplement thereto, dated
as of June 1, 1996, and Articles IV and V of the Supplements to the Agreement
as of December 31, 1996 and for the year then ended. Management is
responsible for the Banks' compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Banks' compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Bank's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination
on the Banks' compliance with specified requirements.
In our opinion, management's assertion that the Banks were in compliance, in
all material respects, with the terms and conditions of the Articles and
Sections of the Agreement and the provisions of each supplement to the
Agreement referred to above as of December 31, 1996 and for the year then
ended is fairly stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement or the applicable supplements
to the Agreement. However, this report is a matter of public record as a
result of being included as an exhibit to the report on Form 10-K prepared by
the Banks and filed with the Securities and Exchange Commission on behalf of
the Providian Master Trust and its distribution is not limited.
/s/ Ernst & Young LLP
January 29, 1997
Independent Accountant's Report
Board of Directors
First Deposit National Bank
and
Board of Directors
Providian National Bank
We have examined management's assertion, included in the accompanying Report
of Management on Master Trust Internal Controls and Pooling and Servicing
Agreement Compliance ("Report"), that First Deposit National Bank, as Seller
and Servicer, and Providian National Bank, as Seller (together with First
Deposit National Bank, the "Banks"), maintained internal controls over the
functions performed by First Deposit National Bank as servicer of the
Providian Master Trust ("Trust") that are effective, as of December 31, 1996
in providing reasonable assurance that Trust assets are safeguarded against
loss from unauthorized use or disposition and that transactions are executed
in accordance with management's authorization in conformity with the Pooling
and Servicing Agreement (as amended, the "Agreement"), dated as of June 1,
1993, as amended by Amendment No. 1 dated as of May 1, 1994 and Amendment No.
2 dated as of June 1, 1995, and as supplemented by the Series 1993-2
Supplement thereto, dated as of June 1, 1993; as supplemented by the Second
Amended and Restated Series 1993-3 Supplement thereto, dated as of December 1,
1995; as supplemented by the Series 1994-1 Supplement thereto, dated as of May
1, 1994; as supplemented by the Series 1995-1 and 1995-2 Supplements thereto,
dated as of June 1, 1995; and as supplemented by the Series 1996-1 Supplement
thereto, dated as of June 1, 1996, between the Banks and Bankers Trust
Company, as Trustee, and are recorded properly to permit the preparation of
the required financial reports. Management is responsible for the Banks'
internal controls over compliance with those requirements. Our responsibility
is to express an opinion on management's assertion about the Banks' internal
controls over compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the controls over the functions performed by
First Deposit National Bank as servicer of the Trust, testing, and evaluating
the design and operating effectiveness of the controls, and such other
procedures as we considered necessary in the circumstances. We believe that
our examination provides a reasonable basis for our opinion. Our examination
does not provide a legal determination on the Banks' internal control over
compliance with specified requirements.
Because of inherent limitations in any internal controls, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal controls over the functions performed by First
Deposit National Bank as servicer of the Trust to future periods are subject
to the risk that the controls may become inadequate because of changes in
conditions, or that the degree of compliance with the controls may
deteriorate.
In our opinion, management's assertion that First Deposit National Bank
maintained controls over the functions performed as servicer of the Trust that
are effective, as of December 31, 1996, in providing reasonable assurance that
Trust assets are safeguarded against loss from unauthorized use or disposition
and that transactions are executed in accordance with management's
authorization in conformity with the Agreement and the Supplements to the
Agreement referred to above, between the Banks and Bankers Trust Company, and
are recorded properly to permit the preparation of the required financial
reports, is fairly stated, in all material respects, based upon the following
criteria specified in the Report:
- - Controls provide reasonable assurance that funds collected are
appropriately remitted to the Trustee in accordance with the Agreement and the
supplements to the Agreement.
- - Controls provide reasonable assurance that Trust assets are segregated
from those retained by the Banks in accordance with the Agreement and the
supplements to the Agreement.
- - Controls provide reasonable assurance that expenses incurred by the
Trust are properly calculated and remitted in accordance with the Agreement
and the supplements to the Agreement.
- - Controls provide reasonable assurance that the addition of accounts to
the Trust are authorized in accordance with the Agreement and the supplements
to the Agreement.
- - Controls provide reasonable assurance that the removal of accounts from
the Trust are authorized in accordance with the Agreement and the supplements
to the Agreement.
- - Controls provide reasonable assurance that Trust assets amortizing out
of the Trust are calculated in accordance with the Agreement and the
supplements to the Agreement.
- - Controls provide reasonable assurance that Monthly Servicer's
Certificates generated in the form of "Exhibits" and provided to the Trustee
are reviewed by management prior to disbursing.
- - Controls provide reasonable assurance that Monthly Servicer's
Certificates generated in the form of "Exhibits" contain information required
by the Agreement and the supplements to the Agreement.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement or the applicable supplements
to the Agreement. However, this report is a matter of public record as a
result of being included as an exhibit to the report on Form 10-K prepared by
the Banks and filed with the Securities and Exchange Commission on behalf of
the Providian Master Trust and its distribution is not limited.
/s/ Ernst & Young LLP
January 29, 1997