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                                                                    Exhibit 10.5

                                                                  EXECUTION COPY

                           MBIA INSURANCE CORPORATION,
                                   as Insurer,

                         CAPITAL ONE AUTO FINANCE, INC.
                                       and

                        CAPITAL ONE AUTO RECEIVABLES, LLC
                                as Issuer Parties

                                       and

                         DEUTSCHE BANK SECURITIES INC.,
                      as Representative of the Underwriters

                            INDEMNIFICATION AGREEMENT

                                 $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

                           Dated as of April 16, 2002

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                                TABLE OF CONTENTS

                                                                            Page

Section 1.    Definitions.....................................................1
Section 2.    Representations and Warranties of the Insurer  .................2
Section 3.    Representations and Warranties of the Underwriters..............4
Section 4.    Reserved........................................................4
Section 5.    Indemnification.................................................5
Section 6.    Notice To Be Given..............................................5
Section 7.    Contribution....................................................7
Section 8.    Notices.........................................................9
Section 9.    Governing Law, Etc..............................................9
Section 10.   Other Obligations Not Effected.................................10
Section 11.   Limitations....................................................10
Section 12.   Counterparts...................................................10
Section 13.   Non-petition...................................................10

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                            INDEMNIFICATION AGREEMENT

     This Agreement, dated as of April 16, 2002 is between MBIA Insurance
Corporation (the "Insurer"), as the Insurer under the Note Guaranty Insurance
Policy (the "Policy") issued in connection with the Offered Notes described
below, CAPITAL ONE AUTO FINANCE, INC. ("COAF"), CAPITAL ONE AUTO RECEIVABLES,
LLC ("COAR," and together with COAF, the "Issuer Parties") and DEUTSCHE BANK
SECURITIES INC., as Representative of the Underwriters (the "Representative") on
behalf of the Underwriters (as defined below).

     Section 1. Definitions. As used in this Agreement, the following terms
shall have the respective meanings stated herein, unless the context clearly
requires otherwise, in both singular and plural form, as appropriate.
Capitalized terms used in this Agreement but not otherwise defined herein will
have the meanings ascribed to such terms in the Indenture (as described below).

     "Act" means the Securities Act of 1933, as amended, together with all
related rules and regulations.

     "Agreement" means this Indemnification Agreement by and between the Insurer
and the Representative of the Underwriters.

     "Indemnified Party" means any party entitled to any indemnification
pursuant to Section 5 below, as the context requires.

     "Indemnifying Party" means any party required to provide indemnification
pursuant to Section 5 below, as the context requires.

     "Indenture" means the Indenture dated as of April 23, 2002 by and between
the Wilmington Trust Company, as Owner Trustee, and JPMorgan Chase Bank, as
Indenture Trustee.

     "Insurance Agreement" means the Insurance Agreement, dated as of April 23,
2002 by and among the Insurer, the Owner Trustee, the Seller, the Transferor,
the Servicer, the Indenture Trustee and Owner Trustee.

     "Insurer Party" means the Insurer and its respective parents, subsidiaries
and affiliates and any shareholder, director, officer, employee, agent or any
"controlling person" (as such term is used in the Act) of any of the foregoing.

     "Issuer Party" means each of COAF and COAR and its parent, subsidiaries,
and affiliates and any member, shareholder, director, officer, employee, agent
or any "controlling person" (as such term is used in the Act) of any of the
following.

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     "Losses" means (i) any actual out-of-pocket loss paid by the party entitled
to indemnification or contribution hereunder and (ii) any actual out-of-pocket
costs and expenses paid by such party, including reasonable fees and expenses of
its counsel, to the extent not paid, satisfied or reimbursed from funds provided
by any other Person (provided that the foregoing shall not create or imply any
obligation to pursue recourse against any such other Person).

     "Offered Notes" means the Capital One Auto Finance Trust 2002-A Automobile
Receivable-Backed Notes, Series 2002-A, Class A-1, Class-A-2, Class-A-3 and
Class-A-4, issued in accordance with the provisions of the Indenture.

     "Person" means any individual, partnership, joint venture, corporation,
trust or unincorporated organization or any government or agency or political
subdivision thereof.

     "Prospectus Supplement" means the Preliminary Prospectus Supplement dated
April 15, 2001 and the Prospectus Supplement dated April 16, 2002 with respect
to the Offered Notes.

     "Servicer" means Capital One Auto Finance, Inc. as the Servicer of the
Receivables or any other Eligible Servicer acting as servicer pursuant to the
Servicing Agreement. Unless the context otherwise requires "Servicer" also
refers to any successor Servicer appointed under the Indenture or pursuant to
the Servicing Agreement.

     "Servicing Agreement" means the Servicing Agreement dated as of April 23,
2002 by and among the Owner Trustee, the Indenture Trustee and the Servicer.

     "Underwriter Party" means, with respect to the Underwriters, each such
Underwriter and its parent, subsidiaries and affiliates and any shareholder,
director, officer, employee, agent or "controlling person" (as such term is used
in the Act) of any of the foregoing.

     "Underwriting Agreement" means the Underwriting Agreement by and among
COAF, Capital One Auto Receivables, LLC and the Representative as representative
of the Underwriters dated as of April 16, 2002.

     "Underwriter" means in plural form Deutsche Bank Securities Inc., Banc of
America Securities LLC, Credit Suisse First Boston and JPMorgan and in singular
form each of Deutsche Bank Securities Inc., Banc of America Securities LLC,
Credit Suisse First Boston and JPMorgan.

     Section 2. Representations and Warranties of the Insurer The Insurer
represents and warrants to each Underwriter and the each Issuer Party as
follows:

          (a) Organization and Licensing. The Insurer is a duly incorporated and
     existing New York stock insurance company licensed to do business in the
     State of New York and is in good standing under the laws of such state.

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          (b) Corporate Power. The Insurer has the corporate power and authority
     to issue the Policy and execute and deliver this Agreement and to perform
     all of its obligations hereunder and thereunder.

          (c) Authorization; Approvals. The issuance of the Policy and the
     execution, delivery and performance of this Agreement have been duly
     authorized by all necessary corporate proceedings. No further approvals or
     filings of any kind, including, without limitation, any further approvals
     of or further filings with any governmental agency or other governmental
     authority, or any approval of the Insurer's board of directors or
     stockholders, are necessary for the Policy and this Agreement to constitute
     the legal, valid and binding obligations of the Insurer.

          (d) Enforceability. The Policy, when issued, and this Agreement will
     each constitute a legal, valid and binding obligation of the Insurer,
     enforceable in accordance with its terms, subject to applicable laws
     affecting the enforceability of creditors' rights generally.

          (e) Financial Information. The consolidated financial statements of
     the Insurer and its subsidiaries as of December 31, 2001 and December 31,
     2000 and for each of the three years in the period ended December 31, 2001
     incorporated by reference in the Prospectus Supplement (the "Insurer
     Financial Statements"), fairly present in all material respects the
     financial condition of the Insurer as of such date and for the period
     covered by such statements in accordance with generally accepted accounting
     principles consistently applied, and since December 31, 2001, there has
     been no material change in such financial condition of the Insurer which
     would materially and adversely affect its ability to perform its
     obligations under the Policy.

          (f) Insurer Information. The information in the Prospectus Supplement
     of the date hereof under the caption "THE Note Guaranty Insurance Policy
     AND THE NOTE INSURER" (the "Insurer Information") is limited and does not
     purport to provide the scope of disclosure required to be included in a
     prospectus for a registrant under the Securities Act of 1933, in connection
     with the public offer and sale of securities of such registrant. Within
     such limited scope of disclosure, the Insurer Information does not contain
     any untrue statement of a material fact or omit to state a material fact
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading.

          (g) No Litigation. There are no actions, suits, proceedings or
     investigations pending or, to the best of the Insurer's knowledge,
     threatened against it at law or in equity or before or by any court,
     governmental agency, board or commission or any arbitrator which, if
     decided adversely, would materially and adversely affect its condition
     (financial

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     or otherwise) or operations of it or would materially and adversely affect
     its ability to perform its obligations under this Agreement or the Policy.

     Section 3. Representations and Warranties of the Underwriters. Each
Underwriter severally represents and warrants (only with respect to itself) to
the Insurer as follows:

          (a) Prospectus Supplement. It represents and warrants to and agrees
     with the Insurer that the statements in the Prospectus Supplement made in
     reliance upon and in conformity with written information relating to such
     Underwriter furnished to Capital One Auto Finance, Inc. specifically for
     use in the preparation of the Prospectus Supplement, and acknowledged in
     writing set forth in the second paragraph (regarding concessions and
     discounts) and the first sentence of the eighth paragraph (regarding
     marketmaking) under the caption "Underwriting" in the Prospectus Supplement
     (referred to herein as the "Underwriter Information"), are true and correct
     in all material respects.

          (b) Corporate Power. It has the corporate power and authority to
     execute and deliver this Agreement and the Underwriting Agreement and to
     perform all of its obligations hereunder and thereunder in all material
     respects.

          (c) Authorization; Approvals. The execution, delivery and performance
     of this Agreement and the Underwriting Agreement by such Underwriter have
     been duly authorized by all necessary corporate proceedings. No further
     approvals or filings of any kind, including, without limitation, any
     further approvals of or further filing with any governmental agency or
     other governmental authority, or any approval of such Underwriter's board
     of directors or stockholders, are necessary for this Agreement and the
     Underwriting Agreement to constitute the legal, valid and binding
     obligation of such Underwriter.

          (d) Enforceability. This Agreement and the Underwriting Agreement will
     each constitute a legal, valid and binding obligation of such Underwriter,
     each enforceable in accordance with its terms, subject, as to the
     enforcement of remedies, to bankruptcy, insolvency, reorganization,
     moratorium and other similar laws affecting the enforceability of
     creditors' rights generally applicable in the event of the bankruptcy,
     insolvency or reorganization of such Underwriter and to general principles
     of equity.

          (e) No Litigation. There are no actions, suits, proceedings or
     investigations pending or, to the best of such Underwriter's knowledge,
     threatened against it at law or in equity or before any court, governmental
     agency, board or commission or any arbitrator which, if decided adversely,
     would materially and adversely affect its condition (financial or
     otherwise) or its operations or would materially and adversely affect its
     ability to perform its obligations under this Agreement and the
     Underwriting Agreement.

     Section 4. Reserved.

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     Section 5. Indemnification.

          (a) The Insurer hereby agrees, upon the terms and subject to the
     conditions of this Agreement, to indemnify, defend and hold harmless each
     Issuer Party and each Underwriter Party against (i) any and all Losses
     incurred by them with respect to the offer and sale of any of the Offered
     Notes and resulting from the Insurer's breach of any of its representations
     and warranties set forth in Section 2 of this Agreement, and (ii) any and
     all Losses to which any Issuer Party or any Underwriter Party may become
     subject, under the Act or otherwise, subject to the limited scope of the
     Insurer Information described below insofar as such Losses arise out of or
     result from an untrue statement of a material fact contained in the
     Prospectus Supplement or the omission to state therein a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, in each case to the extent, but only to the extent, that
     such untrue statement or omission was made in the Insurer Information
     included therein; and provided further, that it is understood that the
     Insurer Information is limited and does not purport to provide the scope of
     disclosure required to be included in a prospectus for a registrant under
     the Securities Act of 1933, in connection with the public offer and sale of
     securities of such registrant.

          (b) Each Underwriter hereby agrees, severally and not jointly, upon
     the terms and subject to the conditions of this Agreement, to indemnify,
     defend and hold harmless each Insurer Party against (i) any and all Losses
     incurred by it with respect to the offer and sale of any of the Offered
     Notes and resulting from such Underwriter's breach of any of its
     agreements, representations and warranties set forth in Section 3 of this
     Agreement and (ii) any and all Losses to which any Insurer Party may become
     subject, under the Act or otherwise, insofar as such Losses arise out of or
     result from an untrue statement of a material fact contained in the
     Prospectus Supplement or the omission to state therein a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in each case to the extent, but only to the extent, that
     such untrue statement or omission was made in the Underwriter Information
     (as defined above) included therein.

          (c) Upon the incurrence of any Losses entitled to indemnification
     hereunder, the Indemnifying Party shall reimburse the Indemnified Party
     promptly upon establishment by the Indemnified Party to the Indemnifying
     Party of the Losses incurred.

     Section 6. Notice To Be Given.

          (a) Except as provided in Section 7 below with respect to
     contribution, the indemnification provided herein by the Indemnifying Party
     shall be the exclusive remedy of each Indemnified Party for the Losses
     resulting from the Indemnifying Party's breach of a representation,
     warranty or agreement hereunder; provided, however, that each Indemnified
     Party shall be entitled to pursue any other remedy at law or in equity for
     any

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     such breach so long as the damages sought to be recovered shall not exceed
     the Losses incurred thereby resulting from such breach.

          (b) In the event that any action or regulatory proceeding shall be
     commenced or claim asserted which may entitle an Indemnified Party to be
     indemnified under this Agreement, such party shall give the Indemnifying
     Party written or facsimile notice of such action or claim reasonably
     promptly after receipt of written notice thereof.

          (c) Upon request of the Indemnified Party, the Indemnifying Party
     shall retain counsel reasonably satisfactory to the Indemnified Party to
     represent the Indemnified Party and any others the Indemnifying Party may
     designate in such proceeding and shall pay the fees and disbursements of
     such counsel related to such proceeding. The Indemnifying Party may, at its
     option, at any time upon written notice to the Indemnified Party, assume
     the defense of any proceeding and may designate counsel reasonably
     satisfactory to the Indemnified Party in connection therewith, provided
     that the counsel so designated would have no actual or potential conflict
     of interest in connection with such representation. Unless it shall assume
     the defense of any proceeding, the Indemnifying Party shall not be liable
     for any settlement of any proceeding, effected without its written consent,
     but if settled with such consent or if there be a final judgment for the
     plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party
     from and against any loss or liability by reason of such settlement or
     judgment. The Indemnifying Party shall be entitled to participate in the
     defense of any such action or claim in reasonable cooperation with, and
     with the reasonable cooperation of, each Indemnified Party.

          (d) The Indemnified Party will have the right to employ its own
     counsel in any such action, but the fees and expenses of such counsel will
     be at the expense of such Indemnified Party unless (i) the employment of
     counsel by the Indemnified Party at the Indemnifying Party's expense has
     been authorized in writing by the Indemnifying Party, (ii) the Indemnifying
     Party has not in fact employed counsel to assume the defense of such action
     within a reasonable time after receiving notice of the commencement of the
     action or (iii) the named parties to any such action include the
     Indemnifying Party on the one hand and, on the other hand, the Indemnified
     Party, and representation of both parties by the same counsel would be
     inappropriate due to actual or potential differing interests between them
     (in which case if such Indemnified Party notifies the Indemnifying Party in
     writing that it elects to employ separate counsel at the expense of the
     Indemnifying Party, the Indemnifying Party shall not have the right to
     assume the defense of such action or proceeding on such Indemnified Party's
     behalf), in each of which cases the reasonable fees and expenses of counsel
     (including local counsel) will be at the expense of the Indemnifying Party,
     and all such fees and expenses will be reimbursed promptly as they are
     incurred. In the event that any expenses so paid by the Indemnifying Party
     are subsequently determined not to be required to be borne by the
     Indemnifying Party hereunder, the party which received such payment shall
     promptly refund to the

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     Indemnifying Party the amount so paid by such Indemnifying Party.
     Notwithstanding the foregoing, in connection with any one action or
     separate but substantially similar or related actions in the same
     jurisdiction arising out of the same general allegations or circumstances,
     the Indemnifying Party shall not be liable for the fees and expenses of
     more than one counsel for the Issuer Parties, more than one counsel for all
     Underwriter Parties and more than one counsel for all Insurer Parties, as
     applicable.

          (e) The Indemnified Parties shall cooperate with the Indemnifying
     Parties in resolving any event, which would give rise to an indemnity
     obligation pursuant to Section 5 hereof in the most efficient manner.

          (f) No settlement of any such claim or action shall be entered into
     without the consent of each Indemnified Party who is subject to such claim
     or action, on the one hand, and each Indemnifying Party who is subject to
     such claim or action, on the other hand; provided, however, that the
     consent of such Indemnified Party shall not be required if such settlement
     fully discharges, with prejudice against the plaintiff, the claim or action
     against such Indemnified Party.

          (g) Any failure by an Indemnified Party to comply with the provisions
     of this Section shall relieve the Indemnifying Party of liability only if
     such failure is materially prejudicial to any legal pleadings, grounds,
     defenses or remedies in respect thereof or the Indemnifying Party's
     financial liability hereunder, and then only to the extent of such
     prejudice.

     Section 7. Contribution.

          (a) To provide for just and equitable contribution if the
     indemnification provided by the Insurer is determined to be unavailable for
     any Underwriter Party (other than pursuant to Section 4 or 5 of this
     Agreement), or if the indemnification provided by the Underwriters is
     determined to be unavailable for any Insurer Party (other than pursuant to
     Section 4 or 6 of this Agreement), the Insurer and the relevant Underwriter
     shall contribute to the aggregate costs of liabilities arising from any
     breach of their respective representations and warranties set forth in this
     Agreement on the basis of the relative fault of all Insurer Parties and all
     relevant Underwriter Parties.

          (b) To provide for just and equitable contribution if the
     indemnification provided by the Insurer is determined to be unavailable for
     the Issuer Parties (other than pursuant to Section 5 or 6 of this
     Agreement), the Insurer shall contribute to the aggregate cost of
     liabilities arising from any breach of their respective representations and
     warranties set forth in this Agreement on the basis of the relative fault
     of all Insurer Parties and the Issuer Parties.

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          (c) Notwithstanding anything in this Section 7 to the contrary, (i)
     the Insurer shall not be required to contribute an amount in excess of the
     amount by which the total of the insurance premiums that have been received
     by the Insurer under the Insurance Agreement exceeds the amount of any
     damages that the Insurer has otherwise been required to pay in respect of
     any breach by the Insurer of the representations and warranties contained
     in Section 2 hereof, and (ii) no Underwriter shall be required to
     contribute an amount in excess of the amount by which the total
     underwriting fees, discounts and commissions received by such Underwriter
     exceeds the amount of any damages that such Underwriter has otherwise been
     required to pay in respect of any breach by such Underwriter of its
     representations and warranties contained in Section 3 hereof.

          (d) The relative fault of each Indemnifying Party, on the one hand,
     and of each Indemnified Party, on the other hand, shall be determined by
     reference to, among other things, whether the breach of, or alleged breach
     of, any of its representations and warranties set forth in Section 2 or 3
     of this Agreement relates to information supplied by, or action within the
     control of, the Insurer Party or the relevant Underwriter Party and the
     Parties' relative intent, knowledge, access to information and opportunity
     to correct or prevent such breach.

          (e) The Parties agree that the Insurer shall be solely responsible for
     the Insurer Information and for the Insurer Financial Statements, that each
     Underwriter shall be responsible for the Underwriter Information provided
     by such Underwriter in writing for use in the Prospectus Supplement.

          (f) No person guilty of fraudulent misrepresentation (within the
     meaning of Section 11(f) of the Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation.

          (g) The indemnity agreements contained in this Agreement shall remain
     operative and in full force and effect, regardless of (i) any investigation
     made by or on behalf of any Underwriter Party, any Insurer Party or any
     Issuer Party, (ii) the issuance of any Offered Notes or the Policy or (iii)
     any termination of this Agreement.

          (h) Upon the incurrence of any Losses entitled to contribution
     hereunder, the contributor shall reimburse the party entitled to
     contribution promptly upon establishment by the party entitled to
     contribution to the contributor of the Losses incurred.

          (i) The Underwriters shall be severally and not jointly liable for any
     contribution required by this Section 7.

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     Section 8. Notices. All notices and other communications provided for under
this Agreement shall be addressed to the address set forth below as to each
party or at such other address as shall be designated by a party in a written
notice to the other party.

          (a)  If to the Insurer:

               MBIA Insurance Corporation
               113 King Street
               Armonk, NY 10504
               Attention: Insured Portfolio Management--Structured Finance
               (IPM-SF)

          (b)  If to the Issuer Parties:

               Capital One Auto Finance, Inc.
               8000 Jones Branch Drive
               McLean, Virginia 22202
               Facsimile: (703) 875-1389
               Confirmation: (703) 875-1305

               With a copy to Legal Department
               Facsimile: (703) 875-1589
               Confirmation: (703) 875-1000

               Capital One Auto Receivables, LLC
               8000 Jones Branch Drive
               McLean, Virginia 22202
               Facsimile: (703) 875-1389
               Confirmation: (703) 875-1305

               With a copy to Legal Department
               Facsimile: (703) 875-1589
               Confirmation: (703) 875-1000

          (c)  If to the Representative:

               Deutsche Bank Securities Inc.
               31 West 52nd Street, 17th Floor
               New York, NY 10019
               Attention: Richard d'Albert, Managing Director

     Section 9. Governing Law, Etc. This Agreement shall be deemed to be a
contract under the laws of the State of New York and shall be governed by and
construed in accordance with the

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laws of the State of New York without regard to its conflicts of laws
provisions. This Agreement may not be assigned by any party without the express
written consent of each other party. Amendments of this Agreement shall be in
writing signed by each party. This Agreement shall not be effective until
executed by each of the Insurer, each Issuer Party and the Underwriters.

     Section 10. Other Obligations Not Effected. This Agreement in no way limits
or otherwise affects the indemnification obligations of the Underwriters and
COAF under the Underwriting Agreement.

     Section 11. Limitations. Nothing in this Agreement shall be construed as a
representation or undertaking by the Insurer concerning maintenance of the
rating currently assigned to its claims-paying ability by Moody's Investors
Service, Inc. ("Moody's") and/or Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. ("S&P") or any other rating agency (collectively,
the "Rating Agencies").

     Section 12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall together constitute but one and the same
instrument.

     Section 13. Non-petition. So long as the Insurance Agreement is in effect,
and for one year and one day following its termination, each of the parties
hereto agree that it (with respect to itself) will not file any involuntary
petition or otherwise institute any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding or other proceeding under any federal or
state bankruptcy or similar law against the Issuer Parties or the Seller.

      [Remainder of page intentionally left blank; signature page follows]

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     IN WITNESS WHEREOF, the Parties hereto have caused this Indemnification
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized, all as of the date first above written.

                                       MBIA INSURANCE CORPORATION


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


                                       DEUTSCHE BANK SECURITIES INC., for itself
                                       and as Representative of the Underwriters


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


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


                                       CAPITAL ONE AUTO FINANCE, INC., as Issuer
                                       Party


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


                                       CAPITAL ONE AUTO RECEIVABLES, LLC, as
                                       Issuer Party


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

Capital One Auto Finance Trust 2002-A
Indemnification Agreement Signature Page