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                                                                     Exhibit 4.3

                         NOTE GUARANTY INSURANCE POLICY

OBLIGATIONS: $1,200,000,000                                 POLICY NUMBER: 37881
             Capital One Auto Finance Trust 2002-A
             Automobile Receivable-Backed Notes, Series 2002-A
             Class A-1 Notes, Class A-2 Notes, Class A-3 Notes
             and Class A-4 Notes

     MBIA Insurance Corporation (the "Note Insurer"), in consideration of the
payment of the premium and subject to the terms of this Note Guaranty Insurance
Policy (this "Policy"), hereby unconditionally and irrevocably guarantees to any
Class A Noteholder that an amount equal to each full and complete Insured
Payment will be received from the Note Insurer by JPMorgan Chase Bank, or its
successors, as Indenture Trustee for the Class A Noteholders (the "Indenture
Trustee"), on behalf of the Class A Noteholders, for distribution by the
Indenture Trustee to each Class A Noteholder of each Class A Noteholder's
proportionate share of the Insured Payment. The Note Insurer's obligations
hereunder with respect to a particular Insured Payment shall be discharged to
the extent funds equal to the applicable Insured Payment are received by the
Indenture Trustee, whether or not such funds are properly applied by the
Indenture Trustee. Insured Payments shall be made only at the time set forth in
this Policy, and no accelerated Insured Payments shall be made regardless of any
acceleration of the Obligations, unless such acceleration is at the sole option
of the Note Insurer.

     Notwithstanding the foregoing paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of any person for withholding
taxes, if any (including interest and penalties in respect of any such
liability).

     The Note Insurer will pay any Insured Payment that is a Preference Amount
on the Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (i) a certified copy of the order requiring the return of a
preference payment, (ii) an opinion of counsel satisfactory to the Note Insurer
that such order is final and not subject to appeal, (iii) an assignment in such
form as is reasonably required by the Note Insurer, irrevocably assigning to the
Note Insurer all rights and claims of the Class A Noteholder relating to or
arising under the Obligations against the debtor which made such preference
payment or otherwise with respect to such preference payment and (iv)
appropriate instruments to effect the appointment of the Note Insurer as agent
for such Class A Noteholder in any legal proceeding related to such preference
payment, such instruments being in a form satisfactory to the Note Insurer,
provided that if such documents are received after 12:00 noon, New York City
time, on such Business Day, they will be deemed to be received on the following
Business Day. Such payments shall be disbursed to the receiver or trustee in
bankruptcy named in the final order of the court exercising jurisdiction on
behalf of the Class A Noteholder and not to any Class A Noteholder directly
unless such Class A Noteholder has returned principal or interest paid on the
Obligations to such receiver or trustee in bankruptcy, in which case such
payment shall be disbursed to such Class A Noteholder.

     The Note Insurer will pay any Deficiency Amount payable hereunder no later
than 12:00 noon, New York City time, on the later of the Payment Date on which
the related Deficiency

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Amount is due or the second Business Day following receipt in New York, New York
on a Business Day by State Street Bank and Trust Company, N.A., as Fiscal Agent
for the Note Insurer or any successor fiscal agent appointed by the Note Insurer
(the "Fiscal Agent") of a Notice (as described below); provided that if such
Notice is received after 12:00 noon, New York City time, on such Business Day,
it will be deemed to be received on the following Business Day. If any such
Notice received by the Fiscal Agent is not in proper form or is otherwise
insufficient for the purpose of making claim hereunder, it shall be deemed not
to have been received by the Fiscal Agent for purposes of this paragraph, and
the Note Insurer or the Fiscal Agent, as the case may be, shall promptly so
advise the Indenture Trustee and the Indenture Trustee may submit an amended
Notice.

     Insured Payments due hereunder, unless otherwise stated herein, will be
disbursed by the Fiscal Agent to the Indenture Trustee on behalf of the Class A
Noteholders by wire transfer of immediately available funds in the amount of the
Insured Payment less, in respect of Insured Payments related to Preference
Amounts, any amount held by the Indenture Trustee for the payment of such
Insured Payment and legally available therefor.

     The Fiscal Agent is the agent of the Note Insurer only, and the Fiscal
Agent shall in no event be liable to Class A Noteholders for any acts of the
Fiscal Agent or any failure of the Note Insurer to deposit, or cause to be
deposited, sufficient funds to make payments due under this Policy.

     Subject to the terms of the Indenture (as described below), the Note
Insurer shall be subrogated to the rights of each Class A Noteholder to receive
payments under the Class A Notes to the extent of any payment by the Note
Insurer under the Policy.

     As used herein, the following terms shall have the following meanings:

     "Business Day" means any day other than (a) a Saturday or a Sunday; or (b)
a day on which commercial banking or federal institutions in New York, New York,
Falls Church, Virginia, Plano, Texas, or in the city in which the principal
trust office of the Indenture Trustee or the principal office of the Note
Insurer, is located are authorized or obligated by law or executive order to
close.

     "Class A Noteholder" means each Holder of a Class A Note (as defined in the
Indenture) who, on the applicable Payment Date, is entitled under the terms of
the applicable Class A Notes to payment thereunder.

     "Deficiency Amount" means, with respect to any Payment Date, the sum of (i)
the excess, if any, of (a) the Class A Note Interest over (b) the sum of amounts
available for payment from the Revenue Fund and all amounts then on deposit in
the Reserve Fund as of such Payment Date (after giving effect to all payments
pursuant to clauses First and Second of Section 5.05(c)(ii) of the Indenture),
(ii) the excess, if any, of the Principal Deficit (as defined below) over the
sum of amounts available for payment from the Revenue Fund and all amounts then
on deposit in the Reserve Fund as of such Payment Date (after giving effect to
all payments pursuant to clauses

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First through Sixth of Section 5.05(c)(ii) of the Indenture) and (iii) the
Aggregate Outstanding Principal Balance of each Class of Class A Notes on its
respective Final Scheduled Payment Date to the extent unpaid pursuant to clause
(ii) above and after giving effect to all payments pursuant to clauses First
through Seventh of Section 5.05(c)(ii) of the Indenture.

     "Indenture" means the Indenture dated as of April 23, 2002 between
Wilmington Trust Company, as Owner Trustee and the Indenture Trustee, without
regard to any amendment or supplement thereto unless such amendment or
supplement has been approved in writing by the Note Insurer.

     "Insured Payment" means the sum of (i) as of any Payment Date, any
Deficiency Amount and (ii) any Preference Amount.

     "Notice" means the telephonic or telegraphic notice, promptly confirmed in
writing by facsimile substantially in the form of Exhibit A attached to this
Policy, the original of which is subsequently delivered by registered or
certified mail, from the Indenture Trustee specifying the Insured Payment which
shall be due and owing on the applicable Payment Date.

     "Preference Amount" means any amount previously paid to Class A Noteholders
on the Class A Notes that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended from time to time in accordance with a
final nonappealable order of a court having competent jurisdiction.

     "Principal Deficit" means, with respect to any Payment Date, the excess, if
any, of (i) the Aggregate Outstanding Principal Balance of the Class A Notes as
of the prior Payment Date (after application of all payments on such date) over
(ii) the sum of the amount of the Aggregate Receivable Balance (as of the last
day of the related Collection Period), the amount on deposit in the Pre-Funding
Account (as of the last day of the related Collection Period) and the amount on
deposit in the Reserve Fund (after giving effect to all payments pursuant to
clause First through Sixth of Section 5.05(c)(ii) of the Indenture).

     Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Indenture as of the date of execution
of this Policy, without giving effect to any subsequent amendment to or
modification of the Indenture unless such amendment or modification has been
approved in writing by the Note Insurer.

     Any notice hereunder or service of process on the Fiscal Agent may be made
at the address listed below for the Fiscal Agent or such other address as the
Note Insurer shall specify in writing to the Indenture Trustee.

     The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New
York, New York 10006, Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Indenture Trustee in
writing.

     This Policy is being issued under and pursuant to, and shall be construed
under, the laws of the State of New York, without giving effect to the conflict
of laws principles thereof.

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     No defenses, set-offs and counterclaims of any kind available to the Note
Insurer so as to deny payment of any amount due in respect of this Policy will
be valid and the Note Insurer hereby waives and agrees not to assert any and all
such defenses (including fraud in inducement or fact or any other circumstances
that would have the effect of discharging a surety at law or in equity),
set-offs and counterclaims, including, without limitation any such rights
acquired by subrogation, assignment or otherwise.

     The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.

     This Policy is not cancelable for any reason. The premium on this Policy is
not refundable for any reason including payment, or provision being made for
payment, prior to maturity of the Obligations.

     IN WITNESS WHEREOF, the Note Insurer has caused this Policy to be executed
and attested this 23rd day of April, 2002.

                                         MBIA INSURANCE CORPORATION


                                         By
                                            -------------------------------
                                            President


                                         Attest:


                                         By
                                            -------------------------------
                                            Assistant Secretary

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                                    EXHIBIT A

                        TO NOTE GUARANTY INSURANCE POLICY
                                  NUMBER: 37881

                           NOTICE UNDER NOTE GUARANTY
                         INSURANCE POLICY NUMBER: 37881

State Street Bank and Trust Company, N.A., as Fiscal Agent
  for MBIA Insurance Corporation
61 Broadway, 15th Floor
New York, NY  10006
Attention:  Municipal Registrar and
                Paying Agency

MBIA Insurance Corporation
113 King Street
Armonk, NY  10504

     The undersigned, a duly authorized officer of                   , as
                                                   ------------------
indenture trustee (the "Indenture Trustee"), hereby certifies to State Street
Bank and Trust Company, N.A. (the "Fiscal Agent") and MBIA Insurance Corporation
(the "Note Insurer"), with reference to Note Guaranty Insurance Policy Number:
37881 (the "Policy") issued by the Note Insurer in respect of the $1,200,000,000
Capital One Auto Finance Trust 2002-A, Automobile Receivable-Backed Notes,
Series 2002-A, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4
Notes (the "Obligations"), that:

          (i) the Indenture Trustee is the indenture trustee under the Indenture
     dated as of April 23, 2002 between Wilmington Trust Company, as Owner
     Trustee and JPMorgan Chase Bank, as Indenture Trustee, as Indenture Trustee
     for the Class A Noteholders;

          (ii) the Deficiency Amount for the Payment Date occurring on
                    (the "Applicable Payment Date") is $        (the "Deficiency
     --------------                                      -------
     Amount");

          (iii) the amount of previously distributed payments on the Obligations
     that is recoverable and sought to be recovered as a voidable preference by
     a trustee in bankruptcy pursuant to the Bankruptcy Code in accordance with
     a final nonappealable order of a court having competent jurisdiction is
     $              (the "Preference Amount");
      -------------

          (iv) the total Insured Payment due is $              , which amount
                                                 --------------
     equals the sum of the Deficiency Amount and the Preference Amount;

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          (v) the Indenture Trustee is making a claim under and pursuant to the
     terms of the Policy for the dollar amount of the Insured Payment set forth
     in (ii) above to be applied to the payment of the Deficiency Amount on the
     Obligations for the Applicable Payment Date in accordance with the
     Indenture and for the dollar amount of the Insured Payment set forth in
     (iii) above to be applied to the payment of any Preference Amount; and

          (vi) the Indenture Trustee directs that payment of the Insured Payment
     be made to the following account by bank wire transfer of federal or other
     immediately available funds in accordance with the terms of the Policy:
     [INDENTURE TRUSTEE'S ACCOUNT].

     Any capitalized term used above in this Notice and not otherwise defined
herein shall have the meaning assigned thereto in the Policy.

     Any Person Who Knowingly And With Intent To Defraud Any Insurance Company
Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading, Information Concerning Any Fact Material Thereto, Commits A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A Civil
Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of The Claim
For Each Such Violation.

     IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this
Notice under the Policy as of the     day of          ,    .
                                  ---        -------    ---

                                                  , as Indenture Trustee
                                  ---------------


                                  By
                                     -------------------------------------------
                                  Title
                                        ----------------------------------------

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