<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Capital One Bank
(Originator of the Capital One Master Trust)
on behalf of the
Capital One Master Trust
(Issuer of the Asset Backed Certificates)
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(Exact name of registrant as specified in its charter)
Virginia 54-1719855
- ---------------------------------------- -------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
11013 West Broad Street Road
Glen Allen, Virginia 23060
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) please check the following box. [_]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) please check the following box. [X]
Securities Act registration statement file number to which this form relates:
33-99276
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Capital One Master Trust
$500,000,000 Class A 6.310% Asset Backed Certificates, Series 1998-1
$50,236,407 Class B 6.356% Asset Backed Certificates, Series 1998-1
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(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The description of the Class A 6.310% Asset Backed Certificates, Series
1998-1 and Class B 6.356% Asset Backed Certificates, Series 1998-1
appearing under the captions entitled: "Summary of Series Terms;"
"Summary of Series Provisions;" "Risk Factors;" "Maturity
Considerations;" "The Receivables;" and "Series Provisions" in the
Prospectus Supplement dated March 20, 1998 and "Prospectus Summary;"
"Risk Factors;" "Description of the Certificates;" "Certain Legal
Aspects of the Receivables;" "Certain Federal Income Tax Consequences;"
and "ERISA Considerations" in the Prospectus, dated March 16, 1998.
(The Prospectus Supplement and the Prospectus are incorporated herein
by reference as Exhibits 4 and 5, respectively.)
Item 2. Exhibits.
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Exhibit 1-- Form of specimens of certificates representing Class A
6.310 % Asset Backed Certificates, Series 1998-1 and
Class B 6.356% Asset Backed Certificates, Series 1998-1.
Exhibit 2-- Pooling and Servicing Agreement (incorporated by reference
to the Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 1,
1994).
Exhibit 3-- Series 1998-1 Supplement dated April 1, 1998 (incorporated
by reference to the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission
on April 30, 1998).
Exhibit 4-- Prospectus Supplement dated March 20, 1998 (incorporated
by reference to Prospectus Supplement filed with the
Securities and Exchange Commission on March 23, 1998,
pursuant to Rule 424(b)(2)).
Exhibit 5-- Prospectus dated March 16, 1998 (incorporated by reference
to Prospectus filed with the Securities and Exchange
Commission on March 17, 1998, pursuant to Rule 424(b)(5)).
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, Capital One Bank on behalf of the Capital One Master
Trust has duly caused this Form 8-A to be signed on its behalf by the
undersigned, thereto duly authorized.
CAPITAL ONE MASTER TRUST
BY: CAPITAL ONE BANK
Date: May 14, 1998 By: /s/ Lee J. Jacobson
--------------------------
Name: Lee J. Jacobson
Title: Assistant Treasurer
3
<PAGE>
INDEX TO EXHIBITS
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Exhibit 1-- Form of specimens of certificates representing Class A 6.310% Asset
Backed Certificates, Series 1998-1 and Class B 6.356% Floating Rate
Asset Backed Certificates, Series 1998-1.
Exhibit 2-- Pooling and Servicing Agreement (incorporated by reference to the
Registrant's Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 1, 1994).
Exhibit 3-- Series 1998-1 Supplement dated April 1, 1998 (incorporated by
reference to the registrants Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 30, 1998.)
Exhibit 4-- Prospectus Supplement dated March 20, 1998 (incorporated by
reference to Prospectus Supplement filed with the Securities and
Exchange Commission on March 23, 1998, pursuant to Rule 424(b)(2)).
Exhibit 5-- Prospectus dated March 16, 1998, (incorporated by reference to
Prospectus filed with the Securities and Exchange Commission on
March 17, 1998, pursuant to Rule 424(b)(5)).
4
<PAGE>
EXHIBIT 1
REGISTERED $200,000,000
No. R-A-1 CUSIP No. 14040K AH 1
THIS CLASS A CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF
A BENEFIT PLAN (AS DEFINED BELOW).
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
CAPITAL ONE MASTER TRUST
Series 1998-1
CLASS A 6.310% ASSET BACKED CERTIFICATE
Class A Expected Final Payment Date:
The April 2008 Distribution Date
Each $1,000 minimum denomination represents a
1/500,000 undivided interest
in certain assets of the
CAPITAL ONE MASTER TRUST
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts by
CAPITAL ONE BANK
and, in certain circumstances, certain Additional Sellers (as defined in the
Pooling and Servicing Agreement referred to below).
(Not an interest in or obligation of Capital One Bank,
any Additional Seller or any affiliate thereof)
<PAGE>
This certifies that CEDE & Co. (the "Class A Certificateholder") is
the registered owner of a fractional undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Pooling and Servicing Agreement
dated as of September 30, 1993 (as amended and supplemented, the "Agreement"),
as supplemented by the Series 1998-1 Supplement dated as of April 1, 1998 (as
amended and supplemented, the "Series Supplement"), among Capital One Bank, as
Seller and Servicer, and The Bank of New York, a New York banking corporation,
as trustee (the "Trustee"). The corpus of the Trust consists of (i) a portfolio
of all receivables (the "Receivables") existing in the consumer revolving credit
card accounts and other consumer revolving credit accounts identified under the
Agreement from time to time (the "Accounts"), (ii) all Receivables generated
under the Accounts from time to time thereafter, (iii) funds collected or to be
collected from accountholders in respect of the Receivables, (iv) all funds
which are from time to time on deposit in the Collection Account and in the
Series Accounts, (v) an interest in any Funds Collateral relating to secured
accounts, (vi) the benefits of any Series Enhancement and (vii) all other assets
and interests constituting the Trust. The Holder of this Class A Certificate is
entitled to the benefit of funds on deposit in a Cash Collateral Account and any
Series Enhancement to the extent provided in the Series Supplement. Although a
summary of certain provisions of the Agreement and the Series Supplement is set
forth below and on the Summary of Terms and Conditions attached hereto and made
a part hereof, this Class A Certificate does not purport to summarize the
Agreement and the Series Supplement and reference is made to the Agreement and
the Series Supplement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Agreement and the Series
Supplement (without schedules) may be requested from the Trustee by writing to
the Trustee at the Corporate Trust Office. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to them in the
Agreement or the Series Supplement, as applicable.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to
time, the Class A Certificateholder by virtue of the acceptance hereof assents
and is bound.
It is the intent of the Seller and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes only, the
Investor Certificates will qualify as indebtedness of the Seller secured by the
Receivables. The Class A Certificateholder, by the acceptance of this Class A
Certificate, agrees to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as indebtedness of the Seller.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the April 2008 Distribution Date, but principal with
respect to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. If for
<PAGE>
one or more months during the Class A Accumulation Period there are not
sufficient funds to pay the Controlled Deposit Amount, then to the extent that
excess funds are not available on subsequent Distribution Dates with respect to
the Class A Accumulation Period to make up for such shortfalls, the final
payment of principal of the Class A Certificates will occur later than the Class
A Expected Final Payment Date.
The Class A Certificates may not be acquired by or for the account of
any employee benefit plan, trust or account, including an individual retirement
account, that is subject to Section 406 of the Employee Retirement Income
Security Act of 1974 or that is described in Section 4975(e)(1) of the Internal
Revenue Code of 1986 or an entity whose underlying assets include plan assets by
reason of a plan's investment in such entity (a "Benefit Plan"). By accepting
and holding this Class A Certificate, the Holder hereof shall be deemed to have
represented and warranted that it is not a Benefit Plan. By acquiring any
interest in this Class A Certificate, the applicable Certificate Owner or Owners
shall be deemed to have represented and warranted that it or they are not
Benefit Plans.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class A Certificate shall
not be entitled to any benefit under the Agreement or the Series Supplement or
be valid for any purpose.
IN WITNESS WHEREOF, the Seller has caused this Class A Certificate to
be duly executed.
CAPITAL ONE BANK,
By:
------------------------
Name: Lee J. Jacobson
Title: Assistant Treasurer
Dated: April 1, 1998
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the within-mentioned
Agreement and Series Supplement.
THE BANK OF NEW YORK,
as Trustee,
By:
------------------------
Authorized Officer
or
By:
------------------------
as Authenticating Agent
for the Trustee,
By:
------------------------
Authorized Officer
<PAGE>
CAPITAL ONE MASTER TRUST
SERIES 1998-1
CLASS A 6.310% ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to accountholders
as cash advances and Finance Charge Receivables. This Class A Certificate is
one of a Series of Investor Certificates entitled "Capital One Master Trust,
Series 1998-1." The Series1998-1 Certificates are being issued in two Classes,
the first of which is known as the "Class A 6.310% Asset Backed Certificates,
Series 1998-1" (the "Class A Certificates") and the second Class is known as the
"Class B 6.356% Asset Backed Certificates, Series 1998-1" (the "Class B
Certificates"). In addition, as part of Series 1998-1, the Trust is creating a
third Class of uncertificated interests in the Trust which uncertificated
interests, except as expressly provided in the Series Supplement, are deemed to
be "Investor Certificates" and are known as the "Floating Rate Class C Asset
Backed Interests, Series 1998-1" (the "Class C Interests"). This Class A
Certificate represents a fractional undivided interest in certain assets of the
Trust. The Trust Assets are allocated in part to the certificateholders of all
outstanding Series (the "Certificateholders' Interest") with the remainder
allocated to the Seller. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Invested Amount at such time. The Class A
Initial Invested Amount is $500,000,000. The Class A Invested Amount on any
date will be an amount equal to (a) the Class A Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to the Class A
Certificateholders on or prior to such date, minus (c) the excess, if any, of
the aggregate amount of Class A Investor Charge-Offs for all prior Distribution
Dates over the aggregate amount of Class A Investor Charge-Offs reimbursed
pursuant to Section 4.06(a) of the Series Supplement prior to such date. Also,
a Seller's Certificate has been issued to Capital One Bank pursuant to the
Agreement which represents the Seller's Interest.
Subject to the terms and conditions of the Agreement, the Seller may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Payment Date, the Paying Agent shall distribute to each Class
A Certificateholder of record on the last day of the preceding calendar month
(each a "Record Date") such Class A Certificateholder's pro rata share of such
amounts (including amounts on deposit in the Collection Account, the Interest
Funding Account, if any, and the Principal Funding Account) as are payable to
the Class A Certificateholders pursuant to the Agreement and the Series
Supplement. Distributions with respect to this Class A Certificate will be made
by the Paying Agent by check mailed to the address of the Class A
Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class A Certificate or the making of any
notation thereon (except for the final distribution in respect of
<PAGE>
this Class A Certificate), except that with respect to Class A Certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in the form of immediately available funds.
Final payment of this Class A Certificate will be made only upon presentation
and surrender of this Class A Certificate at the office or agency specified in
the notice of final distribution delivered by the Trustee to the Class A
Certificateholders in accordance with the Agreement and the Series Supplement.
On any day occurring on or after the day on which the Invested Amount
is reduced to 5% or less of the Initial Invested Amount, the Seller has the
option to repurchase the Class A Certificateholders' Interest in the Trust. The
repurchase price will be equal to (a) if such day is a Distribution Date, the
Reassignment Amount for such Distribution Date or (b) if such day is not a
Distribution Date, the Reassignment Amount for the Distribution Date following
such day. Following the deposit of the Reassignment Amount in the Collection
Account, Class A Certificateholders, the Class B Certificateholders and the
Class C Interest Holders will not have any interest in the Receivables and the
Class A Certificates will represent only the right to receive such Reassignment
Amount.
This Class A Certificate does not represent an obligation of, or an
interest in, the Seller, the Servicer or any affiliate of any of them and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality. This Class A Certificate is limited in
right of payment to certain Collections with respect to the Receivables (and
certain other amounts), all as more specifically set forth hereinabove and in
the Agreement and the Series Supplement.
The Agreement or any Supplement may, subject to certain conditions, be
amended by the Seller, the Servicer and the Trustee without Certificateholder
consent. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's rights, duties or immunities under the
Agreement or otherwise.
The Agreement or any Supplement may also be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Seller and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of all adversely affected Series,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders; provided,
--------
however, that no such amendment shall (i) reduce in any manner the amount of or
- -------
delay the timing of any distributions to be made to Investor Certificateholders
or deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent of each affected Investor
Certificateholder, (ii) change the definition of or the manner of calculating
the interest of any Investor Certificateholder without the consent of each
affected Investor Certificateholder, (iii) reduce the aforesaid percentage
required to consent to any such amendment without the consent of each Investor
Certificateholder or (iv) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the Holders of Investor Certificates
of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of such Series or Class. The
Trustee may, but shall not be obligated to, enter into
<PAGE>
any such amendment which affects the Trustee's rights, duties or immunities
under the Agreement or otherwise.
The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them, shall be affected by notice to the
contrary except in certain circumstances described in the Agreement.
THIS CLASS A CERTIFICATE SHALL BE 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>
ASSIGNMENT
Social Security or other identifying number of assignee
----------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
----------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: *
---------------------
Signature Guaranteed:
- ----------------------------
________________
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
<PAGE>
REGISTERED $50,236,407
No. R-B-1 CUSIP No.14040K AJ 7
THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF
A BENEFIT PLAN (AS DEFINED BELOW).
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
CAPITAL ONE MASTER TRUST
Series 1998-1
CLASS B 6.356% ASSET BACKED CERTIFICATE
Class B Expected Final Date:
The June 2008 Distribution Date
Each $1,000 denomination represents by this certificate represents a
1/50,236.407 undivided interest
in certain assets of the
CAPITAL ONE MASTER TRUST
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts by CAPITAL
ONE BANK and, in certain circumstances, certain Additional Sellers (as defined
in the Pooling and Servicing Agreement referred to below).
(Not an interest in or obligation of Capital One Bank,
any Additional Seller or any affiliate thereof)
This certifies that CEDE & Co. (the "Class B Certificateholder") is
the registered owner of a fractional undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Pooling and Servicing Agreement
dated as of September 30, 1993 (as amended and supplemented, the "Agreement"),
as supplemented by the Series 1998-1 Supplement dated as of April 1, 1998, (as
amended and supplemented, the "Series Supplement"), among Capital One Bank, as
Seller and Servicer, and The Bank of New York, a New York banking corporation,
as
<PAGE>
trustee (the "Trustee"). The corpus of the Trust consists of (i) a portfolio
of all receivables (the "Receivables") existing in the consumer revolving credit
card accounts and other consumer revolving credit accounts identified under the
Agreement from time to time (the "Accounts"), (ii) all Receivables generated
under the Accounts from time to time thereafter, (iii) funds collected or to be
collected from accountholders in respect of the Receivables, (iv) all funds
which are from time to time on deposit in the Collection Account and in the
Series Accounts, (v) an interest in any Funds Collateral relating to secured
accounts, (vi) the benefits of any Series Enhancement and (vii) all other assets
and interests constituting the Trust. The Holder of this Class B Certificate is
entitled to the benefit of funds on deposit in a Cash Collateral Account and any
Series Enhancement to the extent provided in the Series Supplement. Although a
summary of certain provisions of the Agreement and the Series Supplement is set
forth below and on the Summary of Terms and Conditions attached hereto and made
a part hereof, this Class B Certificate does not purport to summarize the
Agreement and the Series Supplement and reference is made to the Agreement and
the Series Supplement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Agreement and the Series
Supplement (without schedules) may be requested from the Trustee by writing to
the Trustee at the Corporate Trust Office. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to them in the
Agreement or the Series Supplement, as applicable.
This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to
time, the Class B Certificateholder by virtue of the acceptance hereof assents
and is bound.
It is the intent of the Seller and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes only, the
Investor Certificates will qualify as indebtedness of the Seller secured by the
Receivables. The Class B Certificateholder, by the acceptance of this Class B
Certificate, agrees to treat this Class B Certificate for federal, state and
local income and franchise tax purposes as indebtedness of the Seller.
In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less than
the unpaid principal balance of the Class B Certificates. The Class B Expected
Final Payment Date is the June 2008 Distribution Date, but principal with
respect to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. Principal
payments with respect to the Class B Certificates will not commence until the
Class A Invested Amount is paid in full. In addition, the final payment of
principal of the Class B Certificates will occur later than the Class B Expected
Final Payment Date if Collections of Receivables allocable to pay principal of
the Class B Certificates are insufficient to pay the Class B Invested Amount on
or prior to such Distribution Date.
The Class B Certificates may not be acquired by or for the account of
any employee benefit plan, trust or account, including an individual retirement
account, that is subject to Section 406 of the Employee Retirement Income
Security Act of 1974 or that is described in Section 4975(e)(1) of the Internal
Revenue Code of 1986 or an entity whose underlying assets include plan assets by
reason of a plan's investment in such entity (a "Benefit Plan"). By accepting
and holding this Class B Certificate, the Holder hereof shall be deemed to have
represented and warranted that it is not a Benefit Plan. By acquiring any
interest in this
<PAGE>
Class B Certificate, the applicable Certificate Owner or Owners shall be deemed
to have represented and warranted that it or they are not Benefit Plans.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Class B Certificate shall
not be entitled to any benefit under the Agreement or the Series Supplement or
be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Seller has caused this Class B Certificate to
be duly executed.
CAPITAL ONE BANK,
By:
---------------------------
Name: Lee J. Jacobson
Title: Assistant Treasurer
Dated: April 1, 1998
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in the within-
mentioned Agreement and Series Supplement.
THE BANK OF NEW YORK,
as Trustee,
By:
------------------------------
Authorized Officer
or
By:
------------------------------
as Authenticating Agent
for the Trustee,
By:
------------------------------
Authorized Officer
<PAGE>
CAPITAL ONE MASTER TRUST
SERIES 1998-1
CLASS B 6.356% ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to accountholders
as cash advances and Finance Charge Receivables. This Class B Certificate is
one of a Series of Certificates entitled "Capital One Master Trust, Series 1998-
1." The Series1998-1 Certificates are being issued in two Classes, the first of
which is known as the "Class A 6.310% Asset Backed Certificates, Series 1998-1"
(the "Class A Certificates") and the second Class is known as the "Class B
6.356% Asset Backed Certificates, Series 1998-1" (the "Class B Certificates").
In addition, as part of Series 1998-1, the Trust is creating a third Class of
uncertificated interests in the Trust which uncertificated interests, except as
expressly provided in the Series Supplement, are deemed to be "Investor
Certificates" and are known as the "Floating Rate Class C Asset Backed
Interests, Series 1998-1" (the "Class C Interests"). This Class B Certificate
represents a fractional undivided interest in certain assets of the Trust. The
Trust Assets are allocated in part to the certificateholders of all outstanding
Series (the "Certificateholders' Interest") with the remainder allocated to the
Seller. The aggregate interest represented by the Class B Certificates at any
time in the Principal Receivables in the Trust shall not exceed an amount equal
to the Class B Invested Amount at such time. The ClassB Initial Invested Amount
is $50,236,407. The Class B Invested Amount on any date will be an amount equal
to (a) the Class B Initial Invested Amount, minus (b) the aggregate amount of
principal payments made to the Class B Certificateholders on or prior to such
date, minus (c) the excess, if any, of the aggregate amount of Class B Investor
Charge-Offs for all prior Distribution Dates over the aggregate amount of any
reimbursement of Class B Investor Charge-Offs for all Distribution Dates
preceding such date, minus (d) the amount of Reallocated Principal Collections
allocated on all prior Distribution Dates pursuant to Section 4.08(a) of the
Series Supplement (excluding any Reallocated Principal Collections that have
resulted in a reduction in the Class C Invested Amount pursuant to Section
4.06(c) of the Series Supplement), minus (e) an amount equal to the amount by
which the Class B Invested Amount has been reduced on all prior Distribution
Dates pursuant to Section 4.06(a) of the Series Supplement and plus (f) the
amount of Excess Spread and Excess Finance Charges allocated and available on
all prior Distribution Dates pursuant to Section 4.07(d) of the Series
Supplement for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e). Also, a Seller's Certificate has been
issued to Capital One Bank pursuant to the Agreement which represents the
Seller's Interest.
Subject to the terms and conditions of the Agreement, the Seller may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Payment Date, the Paying Agent shall distribute to each Class
B Certificateholder of record on the last day of the preceding calendar month
(each a "Record Date") such Class B Certificateholder's pro rata share of such
amounts (including amounts on deposit in the Collection Account, the Interest
Funding Account, if any, and the Principal
<PAGE>
Funding Account) as are payable to the Class B Certificateholders pursuant to
the Agreement and the Series Supplement. Distributions with respect to this
Class B Certificate will be made by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register without the
presentation or surrender of this Class B Certificate or the making of any
notation thereon (except for the final distribution in respect of this Class B
Certificate) except that with respect to Class B Certificates registered in the
name of Cede & Co., the nominee for The Depository Trust Company, distributions
will be made in the form of immediately available funds. Final payment of this
Class B Certificate will be made only upon presentation and surrender of this
Class B Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Class B Certificateholders in
accordance with the Agreement and the Series Supplement.
On any day occurring on or after the day on which the Invested Amount
is reduced to 5% or less of the Initial Invested Amount, the Seller has the
option to repurchase the Class B Certificateholders' Interest in the Trust. The
repurchase price will be equal to (a) if such day is a Distribution Date, the
Reassignment Amount for such Distribution Date or (b) if such day is not a
Distribution Date, the Reassignment Amount for the Distribution Date following
such day. Following the deposit of the Reassignment Amount in the Collection
Account, the Class A Certificateholders, the Class B Certificateholders and the
Class C Interest Holders will not have any interest in the Receivables and the
Class B Certificates will represent only the right to receive such Reassignment
Amount.
This Class B Certificate does not represent an obligation of, or an
interest in, the Seller, the Servicer or any affiliate of any of them and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality. This Class B Certificate is limited in
right of payment to certain Collections with respect to the Receivables (and
certain other amounts), all as more specifically set forth hereinabove and in
the Agreement and the Series Supplement.
The Agreement or any Supplement may, subject to certain conditions, be
amended by the Seller, the Servicer and the Trustee without Certificateholder
consent. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's rights, duties or immunities under the
Agreement or otherwise.
The Agreement or any Supplement may also be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Seller and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of all adversely affected Series,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders; provided,
--------
however, that no such amendment shall (i) reduce in any manner the amount of or
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delay the timing of any distributions to be made to Investor Certificateholders
or deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent of each affected Investor
Certificateholder, (ii) change the definition of or the manner of calculating
the interest of any Investor Certificateholder without the consent of each
affected Investor Certificateholder, (iii) reduce the aforesaid percentage
required to consent to any such amendment without the consent of each Investor
Certificateholder or (iv) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the Holders of Investor Certificates
of such Series or Class
<PAGE>
evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the
Investor Certificates of such Series or Class. The Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's rights,
duties or immunities under the Agreement or otherwise.
The Class B Certificates are issuable in minimum denominations of
$1,000 and integral multiples of $1,000; provided , however that one Class B
-------- -------
Certificate may be issued in a denomination that, together with the Class B
Certificates, equals the outstanding principal balance of the Class B
Certificates. The transfer of this Class B Certificate shall be registered in
the Certificate Register upon surrender of this Class B Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer, in a form
satisfactory to the Trustee or the Transfer Agent and Registrar, duly executed
by the Class B Certificateholder or such Class B Certificateholder's attorney,
and duly authorized in writing with such signature guaranteed, and thereupon one
or more new Class B Certificates of authorized denominations and for the same
aggregate fractional undivided interest will be issued to the designated
transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, Class B Certificates are exchangeable for new Class B
Certificates evidencing like aggregate fractional undivided interests as
requested by the Class B Certificateholder surrendering such Class B
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name this
Class B Certificate is registered as the owner hereof for all purposes, and
neither the Servicer nor the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them, shall be affected by notice to the
contrary except in certain circumstances described in the Agreement.
THIS CLASS B CERTIFICATE SHALL BE 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>
ASSIGNMENT
Social Security or other identifying number of assignee
--------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
----------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: .
---------------------
Signature Guaranteed:
*
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- ---------------------
_____________________
(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
