<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 15, 1997
----------------
CAPITAL ONE MASTER TRUST
CAPITAL ONE BANK
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Virginia 0-25762 54-1719855
- ---------------------------------- ---------------- -------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
11013 West Broad Street Road, Glen Allen, Virginia 23060
- -------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
</TABLE>
(Registrant's telephone number, including area code):
(804) 967-1000
(Former name or former address, if changed since last report):
Not Applicable
Page 1 of 36
<PAGE> 2
ITEM 5. OTHER EVENTS.
The September 1997 monthly Certificateholders Statements to
investors were distributed October 15, 1997.
ITEM 7 (c). EXHIBITS
The following are filed as exhibits to this Report under
Exhibit 20:
1. September Performance Summary
2. Series 1993-1 Class A and Class B Certificateholder's
Statements for the month of September 1997.
3. Series 1993-4 Class A and Class B Certificateholder's
Statements for the month of September 1997.
4. Series 1994-3 Class A and Class B Certificateholder's
Statements for the month of September 1997.
5. Series 1994-4 Class A and Class B Certificateholder's
Statements for the month of September 1997.
6. Series 1994-A Certificateholders' Statement for the
month of September 1997.
7. Series 1995-1 Class A and Class B Certificateholder's
Statements for the month of September 1997.
8. Series 1995-2 Class A and Class B Certificateholder's
Statements for the month of September 1997.
9. Series 1995-3 Class A and Class B Certificateholder's
Statements for the month of September 1997.
10. Series 1995-4 Class A and Class B Certificateholder's
Statements for the month of September 1997.
11. Series 1996-1 Class A and Class B Certificateholder's
Statements for the month of September 1997.
12. Series 1996-2 Class A and Class B Certificateholder's
Statements for the month of September 1997.
13. Series 1996-3 Class A and Class B Certificateholder's
Statements for the month of September 1997.
14. Series 1997-1 Class A and Class B Certificateholder's
Statements for the month of September 1997.
15. Series 1997-2 Class A and Class B Certificateholder's
Statements for the month of September 1997.
The following is filed as an exhibit to this Report under
Exhibit 99:
1. Amendment No. 3 to the Pooling and Servicing Agreement,
dated as of October 15, 1997.
Page 2 of 36
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned there-unto duly authorized.
CAPITAL ONE MASTER TRUST
By: CAPITAL ONE BANK
Servicer
By: /s/ David M. Willey
----------------------
David M. Willey
Vice President
Date: October 15, 1997
Page 3 of 36
<PAGE> 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
EXHIBITS
TO
FORM 8-K
CAPITAL ONE MASTER TRUST
CAPITAL ONE BANK
(Exact name of registrant as specified in its charter)
Page 4 of 36
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
- ------ -------- ------------
<S> <C> <C>
1 September Performance Summary 07
2 Series 1993-1 Class A and Class B Certificate-
holder's Statements for the month of September 1997 09
3 Series 1993-4 Class A and Class B Certificate-
holder's Statements for the month of September 1997 11
4 Series 1994-3 Class A and Class B Certificate-
holder's Statements for the month of September 1997 13
5 Series 1994-4 Class A and Class B Certificate-
holder's Statements for the month of September 1997 15
6 Series 1994-A Certificateholder's Statement for
the month of September 1997 17
7 Series 1995-1 Class A and Class B Certificate-
holder's Statements for the month of September 1997 18
8 Series 1995-2 Class A and Class B Certificate-
holder's Statements for the month of September 1997 20
9 Series 1995-3 Class A and Class B Certificate-
holder's Statements for the month of September 1997 22
10 Series 1995-4 Class A and Class B Certificate-
holder's Statements for the month of September 1997 24
11 Series 1996-1 Class A and Class B Certificate-
holder's Statements for the month of September 1997 26
12 Series 1996-2 Class A and Class B Certificate-
holder's Statements for the month of September 1997 28
</TABLE>
Page 5 of 36
<PAGE> 6
<TABLE>
<S> <C> <C>
13 Series 1996-3 Class A and Class B Certificate-
holder's Statements for the month of September 1997 30
14 Series 1997-1 Class A and Class B Certificate-
holder's Statements for the month of September 1997 32
15 Series 1997-2 Class A and Class B Certificate-
holder's Statements for the month of September 1997 34
99.1 Amendment No. 3 to the Pooling and Servicing
Agreement, dated as of October 15, 1997.
</TABLE>
Page 6 of 36
<PAGE> 1
CAPITAL ONE MASTER TRUST (RECEIVABLES)
MONTHLY PERIOD : SEPTEMBER 1997
<TABLE>
<S> <C>
Beginning of the Month Principal Receivables : 9,948,526,113.48
------------------
Beginning of the Month Finance Charge Receivables : 318,874,577.14
------------------
Beginning of the Month Discounted Receivables : 0.00
------------------
Beginning of the Month Total Receivables : 10,267,400,690.62
------------------
Removed Principal Receivables : 0.00
------------------
Removed Finance Charge Receivables : 0.00
------------------
Removed Total Receivables : 0.00
------------------
Additional Principal Receivables : 0.00
------------------
Additional Finance Charge Receivables : 0.00
------------------
Additional Total Receivables : 0.00
------------------
Discounted Receivables Generated this Period 0.00
------------------
End of the Month Principal Receivables : 9,717,533,715.14
------------------
End of the Month Finance Charge Receivables : 313,771,837.31
------------------
End of the Month Discounted Receivables : 0.00
------------------
End of the Month Total Receivables : 10,031,305,552.45
------------------
Excess Funding Account Balance 0.00
------------------
Adjusted Invested Amount of all Master Trust Series 8,943,693,254.50
------------------
End of the Month Seller Percentage 7.963342%
------------------
<CAPTION>
CAPITAL ONE MASTER TRUST (DELINQUENCIES AND LOSSES)
MONTHLY PERIOD : SEPTEMBER 1997 ACCOUNTS RECEIVABLES
-------- -----------
<S> <C> <C>
End of the Month Delinquencies :
30 - 59 Days Delinquent 129,943 227,188,221.31
------------------ ------------------
60 - 89 Days Delinquent 80,850 142,163,074.96
------------------ ------------------
90 + Days Delinquent 176,917 328,447,780.60
------------------ ------------------
Total 30 + Days Delinquent 387,710 697,799,076.87
------------------ ------------------
Delinquencies 30 + Days as a Percent
of End of the Month Total Receivables 6.96%
------------------
Defaulted Accounts During the Month 41,992 68,825,663.84
------------------ ------------------
Annualized Default Rate as a Percent of Beginning of the Month
Principal Receivables 8.30%
------------------
</TABLE>
Page 7 of 36
<PAGE> 2
CAPITAL ONE MASTER TRUST (COLLECTIONS)
<TABLE>
<CAPTION>
MONTHLY PERIOD : SEPTEMBER 1997 COLLECTIONS PERCENTAGES
----------- -----------
<S> <C> <C>
Total Collections and Gross Payment Rate 1,044,256,921.71 10.17%
------------------ -------------
Collections of Principal Receivables and Principal Payment Rate 870,375,932.62 8.75%
------------------ -------------
Prior Month Billed Finance Charge and Fees 157,023,495.65
------------------
Amortized AMF Income 10,121,610.41
------------------
Interchange Collected 6,493,756.76
------------------
Recoveries of Charged Off Accounts 5,102,258.87
------------------
Collections of Discounted Receivables 0.00
------------------
Collections of Finance Charge Receivables and Annualized Yield 178,741,121.69 21.56%
------------------ -------------
CAPITAL ONE MASTER TRUST (AMF COLLECTIONS)
MONTHLY PERIOD : SEPTEMBER 1997
Beginning Unamortized AMF Balance 59,862,282.22
-------------
+ AMF Slug for Added Accounts 0.00
------------------
+ AMF Collections 5,261,477.81
------------------
- Amortized AMF Income 10,121,610.41
------------------
Ending Unamortized AMF Balance 55,002,149.62
-------------
CAPITAL ONE MASTER TRUST (DISCOUNTED RECEIVABLES)
MONTHLY PERIOD : September 1997
Gross Principal Payment Rate 8.75%
------------------
May 17, 1994 3% Discount of Addition 50,184,973.92
-------------
Total Discounted Receivables Collections as of Beginning of Month 50,184,973.92
------------------
Collections of Discounted Receivables Current Month 0.00
------------------
Discounted Receivables to be Collected 0.00
-------------
</TABLE>
CAPITAL ONE BANK
as Servicer
By : /s/ John Schmohl
------------------------------
Name : John Schmohl
Title : Director of External Reporting
Page 8 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1993-1
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.3333333333
------------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 4.3333333333
------------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
------------------------
B) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.00
------------------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
------------------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.00
------------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount
(which will have the effect of increasing, pro rata, the amount of each Series
1993-1 Investor Certificateholder's Investment) 0.0000000000
------------------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all
transactions on such Distribution Date 0.00
------------------------
C) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on October 15, 1997
per $1,000 Original Principal Amount. 4.5000000000
------------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount. 4.5000000000
------------------------
</TABLE>
Page 9 of 36
<PAGE> 2
<TABLE>
<S> <C>
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount. 0.0000000000
------------------------
D) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.00
------------------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
------------------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.00
------------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1993-1 Investor
Certificateholder's Investment) 0.0000000000
------------------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
------------------------
</TABLE>
CAPITAL ONE BANK
as Servicer
By : /s/ John Schmohl
------------------------------
Name : John Schmohl
Title : Director of External Reporting
Page 10 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1993-4
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.9218750082
------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 4.9218750082
------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
------------------
B) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.00
------------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
------------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.00
------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1993-4 Investor
Certificateholder's Investment) 0.0000000000
------------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
------------------
C) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.8333332967
------------------
</TABLE>
Page 11 of 36
<PAGE> 2
<TABLE>
<S> <C>
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 4.8333332967
------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 0.0000000000
------------------
D) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.00
------------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
------------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.00
------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1993-4 Investor
Certificateholder's Investment) 0.0000000000
------------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all
transactions on such Distribution Date 0.00
------------------
</TABLE>
CAPITAL ONE BANK
as Servicer
By : /s/ John Schmohl
-----------------
Name : John Schmohl
Title : Director of External Reporting
Page 12 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1994-3
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing
Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.8802083357
-------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 4.8802083357
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
-------------------
B) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.00
-------------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-------------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.00
-------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1994-3 Investor
Certificateholder's Investment) 0.0000000000
-------------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all
transactions on such Distribution Date 0.00
-------------------
C) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 6.1250001228
-------------------
</TABLE>
Page 13 of 36
<PAGE> 2
<TABLE>
<S> <C>
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 6.1250001228
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 0.0000000000
-------------------
D) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.00
-------------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-------------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.00
-------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1994-3 Investor
Certificateholder's Investment) 0.0000000000
-------------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
-------------------
E) The Available Collateral Amount as of the close of business on the preceding Distribution
Date (after giving effect to any withdrawal from the Collateral Account) was equal to 54,303,682
-------------------
F) The Required Collateral Amount as of the close of business on such Distribution Date,
after giving effect to any withdrawal from the Collateral Account and payments to the
Collateral Indebtedness Holder on such Distribution Date, will be equal to 54,303,682
-------------------
</TABLE>
Page 14 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1994-4
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing
Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 0.0000000000
------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
------------------
B) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.00
------------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
------------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.00
------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1994-4 Investor
Certificateholder's Investment) 0.0000000000
------------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
------------------
C) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on
October 15, 1997 per $1,000 Original Principal Amount 1,023.6666666667
------------------
</TABLE>
Page 15 of 36
<PAGE> 2
<TABLE>
<S> <C>
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 23.6666666667
------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 1,000.0000000000
------------------
D) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.00
------------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
------------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.00
------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1994-4 Investor
Certificateholder's Investment) 0.0000000000
------------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
------------------
E) The Available Collateral Amount as of the close of business on the preceding
Distribution Date (after giving effect to any withdrawal from the Collateral Account)
was equal to 17,964,072
------------------
F) The Required Collateral Amount as of the close of business on the current Distribution
Date, after giving effect to any withdrawal from the Collateral Account and payments to the
Collateral Indebtedness Holder on such Distribution Date, will be equal to 17,964,072
------------------
</TABLE>
Page 16 of 36
<PAGE> 1
MONTHLY CERTIFICATEHOLDERS STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1994-A
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing
Agreement.
<TABLE>
<S> <C>
1) The total amount of the distribution to Investor Certificateholders of 1994-A on the
Payment Date is 4.8504865700
-----------------
2) The amount of the distribution set forth in paragraph 1 above in respect of principal
on the Investor Certificate is 0.0000000000
-----------------
3) The amount of the distribution set forth in paragrah 1 above in respect of interest
on the Investor Certificates 4.8504865700
-----------------
</TABLE>
Page 17 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1995-1
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing
Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.8718750000
---------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 4.8718750000
---------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
---------------
B) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.00
---------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
---------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.00
---------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1995-1 Investor
Certificateholder's Investment) 0.0000000000
---------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
---------------
C) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.9635417284
---------------
</TABLE>
Page 18 of 36
<PAGE> 2
<TABLE>
<S> <C>
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 4.9635417284
---------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 0.0000000000
---------------
D) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.00
---------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
---------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.00
---------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1995-1 Investor
Certificateholder's Investment) 0.0000000000
---------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
---------------
E) The Available Collateral Amount as of the close of business on the preceding Distribution
Date (after giving effect to any withdrawal from the Collateral Account) was equal to 99,000,000
---------------
F) The Required Collateral Amount as of the close of business on such Distribution Date,
after giving effect to any withdrawal from the Collateral Account and payments to the
Collateral Indebtedness Holder on such Distribution Date, will be equal to 99,000,000
---------------
</TABLE>
Page 19 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1995-2
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing
Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.8052083333
--------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 4.8052083333
--------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
--------------
B) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $10,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
48.0520833333
--------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates 48.0520833333
--------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates 0.0000000000
--------------
C) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $100,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
480.5208333333
--------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates 480.5208333333
--------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates 0.0000000000
--------------
</TABLE>
Page 20 of 36
<PAGE> 2
<TABLE>
<S> <C>
D) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.00
-----------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-----------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.00
-----------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1995-2 Investor
Certificateholder's Investment) 0.0000000000
-----------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all
transactions on such Distribution Date 0.00
-----------------
E) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on
October 15, 1997 per $1,000 Original Principal Amount 4.8968750769
-----------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 4.8968750769
-----------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 0.0000000000
-----------------
F) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.00
-----------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-----------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.00
-----------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1995-2 Investor
Certificateholder's Investment) 0.0000000000
-----------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
-----------------
G) The Available Collateral Amount as of the close of business on the preceding Distribution
Date (after giving effect to any withdrawal from the Collateral Account) was equal to 26,250,000
-----------------
H) The Required Collateral Amount as of the close of business on such Distribution Date, after
giving effect to any withdrawal from the Collateral Account and payments to the Collateral
Indebtedness Holder on such Distribution Date, will be equal to 26,250,000
-----------------
</TABLE>
Page 21 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1995-3
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing
Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.8385416667
---------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 4.8385416667
---------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
---------------
B) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.00
---------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
---------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.00
---------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1995-3 Investor
Certificateholder's Investment) 0.0000000000
---------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
---------------
C) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on
October 15, 1997 per $1,000 Original Principal Amount 4.9302083516
---------------
</TABLE>
Page 22 of 36
<PAGE> 2
<TABLE>
<S> <C>
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 4.9302083516
---------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 0.0000000000
---------------
D) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.00
---------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
---------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.00
---------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1995-3 Investor
Certificateholder's Investment) 0.0000000000
---------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
---------------
E) The Available Collateral Amount as of the close of business on the preceding
Distribution Date (after giving effect to any withdrawal from the Collateral Account) was
equal to 73,500,000
---------------
F) The Required Collateral Amount as of the close of business on such Distribution Date,
after giving effect to any withdrawal from the Collateral Account and payments to the Collateral
Indebtedness Holder on such Distribution Date, will be equal to 73,500,000
---------------
</TABLE>
Page 23 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1995-4
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing
Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 14.8527794500
---------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 14.8527794500
---------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
---------------
B) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.00
---------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
---------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.00
---------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1995-4 Investor
Certificateholder's Investment) 0.0000000000
---------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
---------------
C) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.8802083077
---------------
</TABLE>
Page 24 of 36
<PAGE> 2
<TABLE>
<S> <C>
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 4.8802083077
---------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 0.0000000000
---------------
D) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.00
---------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
---------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.00
---------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1995-4 Investor
Certificateholder's Investment) 0.0000000000
---------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
---------------
E) The Available Collateral Amount as of the close of business on the preceding
Distribution Date (after giving effect to any withdrawal from the Collateral Account)
was equal to 50,750,000
---------------
F) The Required Collateral Amount as of the close of business on such Distribution
Date, after giving effect to any withdrawal from the Collateral Account and payments to
the Collateral Indebtedness Holder on such Distribution Date, will be equal to 48,877,500
---------------
</TABLE>
Page 25 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1996-1
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing
Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 0.0000000000
-----------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
-----------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
-----------------
B) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $10,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $10,000 Original Principal Amount 0.0000000000
-----------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates 0.0000000000
-----------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates 0.0000000000
-----------------
C) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $100,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $100,000 Original Principal Amount 0.0000000000
-----------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates 0.0000000000
-----------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates 0.0000000000
-----------------
</TABLE>
Page 26 of 36
<PAGE> 2
<TABLE>
<S> <C>
D) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.0000000000
-----------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-----------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.0000000000
-----------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1996-1 Investor
Certificateholder's Investment) 0.0000000000
-----------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all transactions
on such Distribution Date 0.0000000000
-----------------
E) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.9385416477
-----------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 4.9385416477
-----------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 0.0000000000
-----------------
F) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.0000000000
-----------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-----------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.0000000000
-----------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1996-1 Investor
Certificateholder's Investment) 0.0000000000
-----------------
5) The amount, if any, by which the outstanding principal balance of the Class B Certificates
exceeds the Class B Invested Amount after giving effect to all transactions on such
Distribution Date 0.0000000000
-----------------
G) The Available Collateral Amount as of the close of business on the preceding
Distribution Date (after giving effect to any withdrawal from the Collateral Account)
was equal to 59,150,000
-----------------
H) The Required Collateral Amount as of the close of business on such Distribution Date,
after giving effect to any withdrawal from the Collateral Account and payments to the
Collateral Indebtedness Holder on such Distribution Date, will be equal to 59,150,000
-----------------
</TABLE>
Page 27 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1996-2
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing
Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.7968750000
-------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 4.7968750000
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
-------------------
B) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $10,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $10,000 Original Principal Amount 47.9687500000
-------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates 47.9687500000
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates 0.00
-------------------
C) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $100,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $100,000 Original Principal Amount 479.6875000000
-------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates 479.6875000000
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates 0.0000000000
-------------------
</TABLE>
Page 28 of 36
<PAGE> 2
<TABLE>
<S> <C>
D) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.00
-------------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-------------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.00
-------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1996-2 Investor
Certificateholder's Investment) 0.0000000000
-------------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all transactions
on such Distribution Date 0.00
-------------------
E) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.9885416970
-------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 4.9885416970
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 0.00
-------------------
F) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.00
-------------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-------------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.00
-------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1996-2 Investor
Certificateholder's Investment) 0.0000000000
-------------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions on
such Distribution Date 0.00
-------------------
G) The Available Collateral Amount as of the close of business on the preceding Distribution
Date (after giving effect to any withdrawal from the Collateral Account) was equal to 67,500,000
-------------------
H) The Required Collateral Amount as of the close of business on such Distribution Date, after
giving effect to any withdrawal from the Collateral Account and payments to the Collateral
Indebtedness Holder on such Distribution Date, will be equal to 67,500,000
-------------------
</TABLE>
Page 29 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1996-3
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
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 Pooling and Servicing
Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.8135416750
------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 4.8135416750
------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
------------------
B) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.00
------------------
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
------------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.00
------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1996-3 Investor
Certificateholder's Investment) 0.0000000000
------------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all
transactions on such Distribution Date 0.00
------------------
C) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 5.0135416364
------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 5.0135416364
------------------
</TABLE>
Page 30 of 36
<PAGE> 2
<TABLE>
<S> <C>
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 0.00
------------------
D) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.00
------------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
------------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.00
------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1996-3 Investor
Certificateholder's Investment)
0.0000000000
------------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions on
such Distribution Date 0.00
------------------
E) The Available Collateral Amount as of the close of business on the preceding Distribution
Date (after giving effect to any withdrawal from the Collateral Account) was equal to 45,000,000
------------------
F) The Required Collateral Amount as of the close of business on such Distribution Date, after
giving effect to any withdrawal from the Collateral Account and payments to the Collateral
Indebtedness Holder on such Distribution Date, will be equal to 45,000,000
------------------
</TABLE>
Page 31 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1997-1
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 0.0000000000
----------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
----------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
----------------
B) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $10,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $10,000 Original Principal Amount 0.0000000000
----------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates 0.0000000000
----------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates 0.0000000000
----------------
C) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $100,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $100,000 Original Principal Amount 0.0000000000
----------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates 0.0000000000
----------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates 0.0000000000
----------------
D) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.0000000000
----------------
</TABLE>
Page 32 of 36
<PAGE> 2
<TABLE>
<S> <C>
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
----------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.0000000000
----------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1997-1 Investor
Certificateholder's Investment) 0.0000000000
----------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all
transactions on such Distribution Date 0.0000000000
----------------
E) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 4.9635416098
----------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount 4.9635416098
----------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount 0.0000000000
----------------
F) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.0000000000
----------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
----------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.0000000000
----------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1997-1 Investor
Certificateholder's Investment) 0.0000000000
----------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all
transactions on such Distribution Date 0.0000000000
----------------
G) The Available Collateral Amount as of the close of business on the preceding
Distribution Date (after giving effect to any withdrawal from the Collateral Account)
was equal to 54,744,750
----------------
H) The Required Collateral Amount as of the close of business on such Distribution Date,
after giving effect to any withdrawal from the Collateral Account and payments to the
Collateral Indebtedness Holder on such Distribution Date, will be equal to 54,744,750
----------------
</TABLE>
Page 33 of 36
<PAGE> 1
FORM OF MONTHLY STATEMENT
CAPITAL ONE MASTER TRUST
SERIES 1997-2
Pursuant to the Master Pooling and Servicing Agreement dated as of
September 30, 1993 (hereinafter as such agreement may have been or may be from
time to time, supplemented, amended or otherwise modified, the "Pooling and
Servicing Agreement"), between Capital One Bank (as successor to Signet
Bank/Virginia), and The Bank of New York, as trustee (the "Trustee"), Capital
One as Servicer is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the Capital
One Master Trust (the "Trust") during the previous month. The information which
is required to be prepared with respect to the Distribution Date of October 15,
1997, and with respect to the performance of the Trust during the month
September, 1997 is set forth below. Certain of the information is presented on
the basis of an original principal amount of $1,000 per investor Certificate (a
"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 Pooling and Servicing Agreement.
<TABLE>
<S> <C>
A) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $1,000 Original Principal Amount 0.0000000000
-------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates, per $1,000 Original Principal Amount 0.0000000000
-------------------
B) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $10,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $10,000 Original Principal Amount 0.0000000000
-------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates 0.0000000000
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates 0.0000000000
-------------------
C) Information Regarding Distributions to the Class A Certificateholders
(Stated on the Basis of $100,000 Original Principal Amount)
1) The total amount of the distribution to Class A Certificateholders on October 15, 1997
per $100,000 Original Principal Amount 0.0000000000
-------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class A Certificates 0.0000000000
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class A Certificates 0.0000000000
-------------------
D) Class A Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class A Investor Charge Off's 0.0000000000
-------------------
</TABLE>
Page 34 of 36
<PAGE> 2
<TABLE>
<S> <C>
2) The amount of Class A Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-------------------
3) The total amount of reimbursed to the Trust in respect of Class A Investor Charge Off's 0.0000000000
-------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1997-2 Investor
Certificateholder's Investment) 0.0000000000
-------------------
5) The amount, if any, by which the outstanding principal balance of the Class A
Certificates exceeds the Class A Invested Amount after giving effect to all
transactions on such Distribution Date 0.0000000000
-------------------
E) Information Regarding Distributions to the Class B Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class B Certificateholders on October 15, 1997
per $1,000 Original Principal Amount. 4.9635416011
-------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class B Certificates, per $1,000 Original Principal Amount. 4.9635416011
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class B Certificates, per $1,000 Original Principal Amount. 0.0000000000
-------------------
F) Class B Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class B Investor Charge Off's 0.0000000000
-------------------
2) The amount of Class B Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-------------------
3) The total amount of reimbursed to the Trust in respect of Class B Investor Charge Off's 0.0000000000
-------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1997-2 Investor
Certificateholder's Investment) 0.0000000000
-------------------
5) The amount, if any, by which the outstanding principal balance of the Class B
Certificates exceeds the Class B Invested Amount after giving effect to all transactions
on such Distribution Date 0.0000000000
-------------------
G) Information Regarding Distributions to the Class C Certificateholders
(Stated on the Basis of $1,000 Original Principal Amount)
1) The total amount of the distribution to Class C Certificateholders on October 15, 1997
per $1,000 Original Principal Amount. 5.1510417514
-------------------
2) The amount of the distribution set forth in paragraph 1 above in respect of interest
on the Class C Certificates, per $1,000 Original Principal Amount. 5.1510417514
-------------------
3) The amount of the distribution set forth in paragraph 1 above in respect of principal
of the Class C Certificates, per $1,000 Original Principal Amount. 0.0000000000
-------------------
</TABLE>
Page 35 of 36
<PAGE> 3
<TABLE>
<S> <C>
H) Class C Investor Charge Off's and Reimbursement of Charge Off's
1) The amount of Class C Investor Charge Off's 0.0000000000
-------------------
2) The amount of Class C Investor Charge Off's set forth in paragraph 1 above, per $1,000
Original Principal Amount 0.0000000000
-------------------
3) The total amount of reimbursed to the Trust in respect of Class C Investor Charge Off's 0.0000000000
-------------------
4) The amount set forth in paragraph 3 above, per $1,000 Original Principal Amount (which
will have the effect of increasing, pro rata, the amount of each Series 1997-2 Investor
Certificateholder's Investment) 0.0000000000
-------------------
5) The amount, if any, by which the outstanding principal balance of the Class C
Certificates exceeds the Class C Invested Amount after giving effect to all
transactions on such Distribution Date 0.0000000000
-------------------
G) The Available Collateral Amount as of the close of business on the preceding
Distribution Date (after giving effect to any withdrawal from the Collateral
Account) was equal to 45,199,125
-------------------
H) The Required Collateral Amount as of the close of business on the upcoming Distribution
Date, after giving effect to any withdrawal from the Collateral Account and payments to the
Class C Interest Holder on such Distribution Date, will be equal to 45,199,125
-------------------
</TABLE>
Page 36 of 36
<PAGE> 1
EXHIBIT 99.1
EXECUTION COPY
AMENDMENT NUMBER 3
TO THE
POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NUMBER 3 TO THE POOLING AND SERVICING
AGREEMENT, dated as of October 15, 1997, (this "Amendment") is among CAPITAL
ONE BANK, a Virginia banking corporation, as Seller and Servicer, and THE BANK
OF NEW YORK, as Trustee (the "Trustee") under the Pooling and Servicing
Agreement dated as of September 30, 1993, between the Seller, the Servicer and
the Trustee (as amended, supplemented and in effect on the date hereof, the
"Pooling and Servicing Agreement").
RECITALS
WHEREAS, Capital One Bank wishes to amend certain provisions
of the Pooling and Servicing Agreement as provided herein in accordance with
Section 13.01(a) of the Pooling and Servicing Agreement;
NOW THEREFORE, in consideration of the premises and the
agreements contained herein, the parties hereto agree as follows:
SECTION . Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meanings specified in the Pooling and
Servicing Agreement.
SECTION . Amendment of Section 1.01.
(a) The definition of "Recoveries" in Section 1.01 of the
Pooling and Servicing Agreement shall be deleted in its entirety and replaced
with the following:
"Recoveries" shall mean all amounts, excluding
Insurance Proceeds, received by the Servicer with respect to
Receivables which have previously become Defaulted Receivables
(including any related Finance Charge Receivables), net of any
out-of-pocket costs and expenses of collection (including
attorneys fees and expenses) deducted therefrom, plus the net
proceeds of any sale or securitization of such Defaulted
Receivables (plus any related Finance Charge Receivables),
plus any residual payments from any such securitization, but
excluding any interest, principal and servicing fees or other
fees payable with respect to the securitization of such
Defaulted Receivables and the related Finance Charge
Receivables.
(b) Section 1.01 of the Pooling and Servicing Agreement shall
be amended by inserting the following new definition in its correct
alphabetical location:
"Required Principal Balance" shall mean, as of any
date of determination, (a) the sum of the "Initial Invested
Amount" (as defined in the relevant Supplement) of the
Investor Certificates of each Series outstanding on such date
plus, as of such date of determination, the aggregate amounts
of any increases in the Invested Amounts of each prefunded
Series outstanding (in each case, other than any Series or
portion thereof which is designated in the relevant Supplement
as then being an Excluded Series) minus (b) the principal
amount on deposit in the Excess Funding Account on such date;
provided, however, if at any time the only Series outstanding
are Excluded
<PAGE> 2
Series and a Pay Out Event has occurred with respect to one or
more of such Series, the Required Principal Balance shall mean
(a) the sum of the "Invested Amount" (as defined in the
relevant Supplement) of each such Excluded Series as of the
earliest date on which any such Pay Out Event is deemed to
have occurred, minus (b) the principal amount on deposit in
the Excess Funding Account.
SECTION . Amendment of Section 2.09. Section 2.09 of the
Pooling and Servicing Agreement shall be amended by adding a new paragraph to
the end of Section 2.09 to read as follows:
In addition to the foregoing, on the date when any
Receivable in an Account becomes a Defaulted Receivable
(including any related Finance Charge Receivables), the Trust
shall automatically and without further action or
consideration be deemed to transfer, set over and otherwise
convey to the Seller with respect to such Account, without
recourse, representation or warranty, all right, title and
interest of the Trust in and to the Defaulted Receivables
(including any related Finance Charge Receivables) in such
Account, all monies due or to become due with respect thereto,
all proceeds thereof and any Insurance Proceeds relating
thereto; provided, that Recoveries of such Account shall be
applied as provided herein. The Trustee shall execute and
deliver such instruments of transfer and assignment (including
any UCC termination statements), in each case without
recourse, as shall be reasonably requested by the Seller to
vest in the Seller or its designee all right, title and
interest that the Trust had in such Defaulted Receivables
(including any related Finance Charge Receivables).
SECTION . Amendment of Section 3.04. Section 3.04 of the
Pooling and Servicing Agreement shall be amended by adding a new subsection (f)
to the end of said Section 3.04 to read as follows:
(e) Certain Recoveries. On or prior to each
Determination Date, the Servicer shall deliver to the Trustee
a certificate of a Servicing Officer setting forth (or shall
set forth in the Monthly Servicer's Certificate) (a) the
amount of Recoveries equal to the net proceeds of any sale or
initial securitization (excluding any residual payments from
such securitization) of Defaulted Receivables (including the
related Finance Charge Receivables) to be included as
Collections of Finance Charge Receivables with respect to the
preceding Monthly Period, which shall be equal to the amount
of any such Recoveries received during the preceding three
Monthly Periods divided by three and (b) the portion of any
such Recoveries ("unamortized Recoveries") which have not been
treated as Collections of Finance Charge Receivables with
respect to the preceding Monthly Period.
SECTION . Amendment of Section 4.02. Section 4.02 of the
Pooling and Servicing Agreement shall be amended by deleting the penultimate
sentence of the last paragraph of said Section 4.02 and replacing it with the
following:
Funds on deposit in the Excess Funding Account will be
withdrawn and paid to the Seller on any Business Day to the
extent that the Seller's Participation Amount exceeds the
Required Seller's Interest and the aggregate amount of
Principal Receivables exceeds the Required Principal Balance
on such date; provided, however, that, if an Accumulation
Period, Controlled Amortization Period or Early Amortization
Period has commenced and is continuing with respect to one or
more outstanding Series, any funds on deposit in the Excess
Funding Account shall be treated as Shared Principal
Collections and shall be allocated and distributed in
accordance with Section 4.04 and the terms of the Supplements
for the Principal Sharing Series.
SECTION . Amendment of Section 4.03(a). Section 4.03(a) of
the Pooling and Servicing Agreement shall be amended by inserting at the end of
clause (i) of the last sentence of said Section 4.03(a) the following:
<PAGE> 3
plus (z) the aggregate amount of the portion of Collections
representing Recoveries which will not have been amortized in
accordance with Section 3.04(e) with respect to the end of
such Monthly Period and
SECTION . Amendment of Section 4.03(c). Section 4.03(c) of
the Pooling and Servicing Agreement shall be amended by deleting the first
paragraph of said Section 4.03(c) in its entirety and replacing it with the
following:
(c) On the earlier of (A) the second Business Day
after the Date of Processing and (B) the day on which the
Servicer actually deposits any Collections into the Collection
Account or, in the case of any Collections consisting of
Interchange, not later than 12:00 noon, Richmond, Virginia
time, on each Distribution Date, the Servicer will pay to the
Seller (i) the Seller's allocable portion of Collections of
Finance Charge Receivables and (ii) the Seller's allocable
portion of Collections of Principal Receivables; provided,
however, that in the case of Collections of Principal
Receivables allocated to the Seller's Interest, such amount
shall only be paid to the Seller if the Seller's Participation
Amount exceeds the Required Seller's Interest and the
aggregate amount of Principal Receivables exceeds the Required
Principal Balance, but otherwise such amounts shall be
deposited into the Excess Funding Account. Collections
consisting of annual membership fees or Recoveries resulting
from the sale or securitization of Defaulted Receivables
(including the related Finance Charge Receivables) which have
not yet been amortized in accordance with Section 3.04(d) or
(e), as the case may be, and which are therefore not treated
as Collections of Finance Charge Receivables or Principal
Receivables, shall not be paid to the Seller or allocated to
the Certificateholders' Interest.
SECTION . Amendment of Section 4.04. Section 4.04 of the
Pooling and Servicing Agreement shall be amended by deleting the two provisos
in said Section 4.04 in their entirety and replacing them with the following:
provided, however, that such amounts shall be paid to the
Seller only if the Seller's Participation Amount for such
Distribution Date exceeds the Required Seller's Interest and
the aggregate amount of Principal Receivables exceeds the
Required Principal Balance, but otherwise such amounts shall
be deposited into the Excess Funding Account.
SECTION . Effectiveness. The amendments provided for by this
Amendment shall become effective on the date (the "Effective Date") that each
of the following events occur:
(a) The Seller shall have delivered to the Trustee and each
provider of Series Enhancement an Officer's Certificate of the Seller stating
that the Seller reasonably believes that the execution and delivery of this
Amendment will not, based on the facts known to such officer at such time, have
a material adverse effect on the interests of the Certificateholders.
(b) The Seller shall have received from each Rating Agency
written confirmation that the execution and delivery of this Amendment will not
have a Ratings Effect and shall have delivered copies of each such confirmation
to the Servicer and the Trustee.
(c) The Servicer shall have delivered to the Trustee and any Series
Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of
Counsel as to the matters specified in Exhibit H-1 to the Pooling and Servicing
Agreement with respect to this Amendment.
(d) Each of the parties hereto shall have received counterparts of
this Amendment, duly executed by each of the parties hereto.
(e) Each requirement of any Series Enhancement agreement
applicable to amendment of the Pooling and Servicing Agreement shall have been
satisfied.
<PAGE> 4
SECTION . Pooling and Servicing Agreement in Full Force and
Effect as Amended. Except as specifically amended hereby, all of the terms and
conditions of the Pooling and Servicing Agreement shall remain in full force
and effect. All references to the Pooling and Servicing Agreement in any other
document or instrument shall be deemed to mean such Pooling and Servicing
Agreement as amended by this Amendment. This Amendment shall not constitute a
novation of the Pooling and Servicing Agreement, but shall constitute an
amendment thereof. The parties hereto agree to be bound by the terms and
obligations of the Pooling and Servicing Agreement, as amended by this
Amendment, as though the terms and obligations of the Pooling and Servicing
Agreement were set forth herein.
SECTION . Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and the same instrument.
SECTION . Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Pooling and Servicing Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.
CAPITAL ONE BANK,
Seller and Servicer
By:
-----------------------------
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:
-----------------------------
Name:
Title:
[Signature Page to Amendment Number 3 to the Pooling and Servicing Agreement]
