UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended: December 31, 2008

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For Transition period



|                                                                                 |  |                                                                                                  
|-------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------
|Commission File Number of issuing entity: 333-130862-02                          |  | Commission File Number of issuing entity: 333-130862-01                                          
|                                                                                 | 
|CAPITAL ONE MULTI-ASSET EXECUTION TRUST*                                         |  | CAPITAL ONE MASTER TRUST                                                                         
|(Exact Name of Issuing Entity as Specified in Its Charter) (Issuer of the Notes) |  | (Exact Name of Issuing Entity as Specified in Its Charter) (Issuer of the Collateral Certificate)

Commission File Number of depositor: 333-130862

CAPITAL ONE FUNDING, LLC

(Exact
Name of Depositor as Specified in Its Charter)

CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION

(Exact Name of Sponsor as Specified in Its Charter)



|                                                                                     |  |                                                                                     
|------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------
|Delaware                                                                             |  | New York                                                                            
|(State or Other Jurisdiction of Incorporation or Organization of the Issuing Entity) |  | (State or Other Jurisdiction of Incorporation or Organization of the Issuing Entity)
|                                                                                     | 
|c/o Capital One Funding, LLC 140 East Shore DriveRoom 1071-BGlen Allen, VA 23059     |  | c/o Capital One Funding, LLC 140 East Shore DriveRoom 1071-BGlen Allen, VA 23059    
|(Address of Principal Executive Offices of Issuing Entity)                           |  | (Address of Principal Executive Offices of Issuing Entity)                          
|                                                                                     | 
|(804) 290-6959                                                                       |  | (804) 290-6959                                                                      
|(Telephone number, including area code)                                              |  | (Telephone number, including area code)                                             
|                                                                                     | 
|Not Applicable                                                                       |  | Not Applicable                                                                      
|(I.R.S. Employer Identification No.)                                                 |  | (I.R.S. Employer Identification No.)                                                
|                                                                                     | 
|Not Applicable                                                                       |  | Not Applicable                                                                      
|(Former name, former address, if changed since last report)                          |  | (Former name, former address, if changed since last report)                         





Securities registered pursuant to
Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes     ̈  No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part II of the Form 10-K or any
amendment to this form 10-K.  x [Item 405 of Regulation S-K is not applicable.]

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                                              |  |                              
|-------------------------- |  | -------------------- |  | -------------------------------------------- |  | -----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer  x                     |  | Smaller reporting company    ̈
|                           |  |                      |  | (Do not check if a smallerreporting company) |  |                              

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

Registrant has no voting or non-voting common equity outstanding held by non-affiliates.

Documents Incorporated by Reference. See Item
15(b).



|* | In accordance with relevant regulations of the Securities and Exchange Commission, the depositor files annual and other reports with the Commission on behalf of Capital One
Multi-asset Execution Trust and Capital One Master Trust under the Central Index Key (CIK) number (0001163321) for Capital One Multi-asset Execution Trust.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













---

PART I

The following Items have been omitted in accordance with General Instruction J to Form 10K:



|Item 1: | Business.
|------- | ---------



|Item 1A: | Risk Factors.
|-------- | -------------



|Item 2: | Properties.
|------- | -----------



|Item 3: | Legal Proceedings.
|------- | ------------------



|Item 4: | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------



|Item 1B. | Unresolved Staff Comments.
|-------- | --------------------------

Not Applicable.

Substitute information provided in accordance with General Instruction J to Form 10K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

The primary asset of the issuing entity is the collateral certificate, Series 2002-CC, representing an undivided interest in Capital One Master Trust,
whose assets include the receivables arising in a portfolio of credit card accounts. Capital One Master Trust, therefore, may be considered a significant obligor in relation to Capital One Multi-asset Execution Trust. Pursuant to Instruction 3.b. to
Item 1112(b) of Regulation AB, the information required by Instruction J to Form 10-K in respect of Capital One Master Trust has been disclosed in this report on Form 10-K in lieu of the information otherwise contemplated by Item 1112(b).

The pool assets held by Capital One Master Trust do not include any significant obligors.

Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).

Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.

Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information).

Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.

Item 1117 of Regulation AB: Legal Proceedings.

Over the past several years, MasterCard International and Visa U.S.A., Inc., as well as several of their member banks, have been involved in several different lawsuits challenging various practices of MasterCard and Visa.

In November 2004, American Express filed an antitrust lawsuit (the Amex lawsuit) against MasterCard and Visa and several member banks
alleging, among other things, that the defendants jointly and severally implemented and enforced illegal exclusionary agreements that prevented member banks from issuing American Express cards. The complaint requested civil monetary damages. Capital
One Financial Corporation (the Corporation), Capital One Bank (the Bank), and Capital One, F.S.B. (the Savings Bank) were named as defendants in this lawsuit. On November 7, 2007, Visa and American Express
announced that the Amex lawsuit had been settled and that the remaining bank defendants named in the lawsuit, including the Corporation, the Bank and the Savings Bank, would be dropped as defendants and released from all claims asserted in the
lawsuit. The Corporation recorded an expense of $80 million in the fourth quarter of 2007 in connection with the settlement of the Amex lawsuit. Discover Financial Services has filed a similar set of claims against Visa and MasterCard (the
Discover lawsuit). The Corporation, the Bank, and the Savings Bank are not defendants in the Discover lawsuit. In October 2008, the parties in the Discover lawsuit announced a settlement of the lawsuit.

In 2007, a number of individual plaintiffs, each purporting to represent a class of cardholders, filed antitrust lawsuits in the United States District
Court for the Northern District of California against several issuing banks, including the Corporation. These lawsuits allege, among other things, that the defendants conspired to fix the level of late fees and over-limit fees charged to
cardholders, and that these fees are excessive. In May 2007, the cases were consolidated for all purposes and a consolidated amended complaint was filed alleging violations of federal statutes and state law. The amended complaint requests civil
monetary damages, which could be trebled. In November 2007, the court dismissed the amended complaint. Plaintiffs have appealed that order to the Ninth Circuit Court of Appeals.



1



---

In 2005, a number of entities, each purporting to represent a class of retail merchants, filed antitrust
lawsuits against MasterCard and Visa and several member banks, including the Corporation and its subsidiaries (including the Bank and the Savings Bank), alleging among other things, that the defendants conspired to fix the level of interchange fees.
The complaints seek injunctive relief and civil monetary damages, which could be trebled. Separately, a number of large merchants have asserted similar claims against Visa and MasterCard only. In October 2005, the class and merchant interchange
lawsuits were consolidated before the United States District Court for the Eastern District of New York for certain purposes, including discovery. Discovery is proceeding in these cases. The Corporation believes that it has meritorious defenses and
intends to defend these cases vigorously. Given the complexity of the issues raised by these lawsuits and the uncertainty regarding: (i) the outcome of these lawsuits, (ii) the likelihood and amount of any possible judgments,
(iii) the likelihood, amount and validity of any claim against the member banks, including the Corporation and its subsidiary banks, (iv) changes in industry structure that may result from the lawsuits and (v) the effects of these
lawsuits, in turn, on competition in the industry, member banks, and interchange fees, the Corporation cannot determine at this time the long-term effects of these suits.

In addition, the Corporation is commonly subject to various pending and threatened legal actions relating to the conduct of its normal business activities. In the opinion of management of the Corporation, the ultimate
aggregate liability, if any, arising out of any such pending or threatened legal actions will not be material to its consolidated financial position or its results of operations.

PART II

The following Items have been omitted in accordance with General Instruction J to
Form 10K:



|Item 5: | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|------- | -------------------------------------------------------------------------------------------------------------



|Item 6: | Selected Financial Data.
|------- | ------------------------



|Item 7: | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------



|Item 7A: | Quantitative and Qualitative Disclosures about Market Risk.
|-------- | -----------------------------------------------------------



|Item 8: | Financial Statements and Supplementary Data.
|------- | --------------------------------------------



|Item 9: | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------



|Item 9A: | Controls and Procedures.
|-------- | ------------------------



|Item 9B: | Other Information.
|-------- | ------------------

None.

PART III

The following Items have been omitted in
accordance with General Instruction J to Form 10K:



|Item 10: | Directors, Executive Officers and Corporate Governance.
|-------- | -------------------------------------------------------



|Item 11: | Executive Compensation.
|-------- | -----------------------



|Item 12: | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------



|Item 13: | Certain Relationships and Related Transactions, and Director Independence.
|-------- | --------------------------------------------------------------------------



|Item 14: | Principal Accounting Fees and Services.
|-------- | ---------------------------------------



2



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Substitute information provided in accordance with General Instruction J to Form 10K:

Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.

The Capital One Bank (USA), National Association (the Bank) has contracted with Capital One Services, LLC (COSL) (formerly,
Capital One Services, Inc.(COSI)), an affiliate of the Bank, to perform substantially all of the Banks servicing activities. Pursuant to Section 18-214 of the Delaware Limited Liability Company Act (the LLC Act),
Capital One Services, Inc., a Delaware corporation, filed a certificate of conversion to convert to COSL, a Delaware limited liability company. Under the LLC Act, COSL is deemed to constitute a continuation of COSI for all purposes, including
contractual rights and obligations. The conversion became effective on February 1, 2009. Capital One Services, Inc. was incorporated on December 1, 1995 and serviced receivables until the conversion became effective.

Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.

Each of Capital One Bank (USA), National Association, for itself and on behalf of its affiliate Capital One Services, LLC (formerly known as Capital One Services, Inc.), First Data Resources, Inc. and its affiliate
REMITCO, LLC, Regulus Group, LLC, and The Bank of New York Mellon (each, a Servicing Participant) has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by each of
Capital One Master Trust and Capital One Multi-asset Execution Trust. Each Servicing Participant has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a Report on
Assessment) as of, and for the twelve month period ended, December 31, 2008, which Reports on Assessment are included as exhibits to this Form 10-K. In addition, each Servicing Participant has provided an attestation report (each, an
Attestation Report) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.

Vendors

A Servicing Participant may engage one or
more vendors to perform specific and limited, or scripted activities that address all or a portion of one or more servicing criteria applicable to such Servicing Participant. In general in these cases, the Servicing Participant has instituted
policies and procedures to monitor whether such vendors activities comply in all material respects with such servicing criteria, and may elect to take responsibility for assessing compliance with the servicing criteria applicable to such
vendors activities in such Servicing Participants Report on Assessment. Where the Servicing Participant has not instituted such policies and procedures, or where the Servicing Participant does not otherwise elect to take responsibility
for assessing its vendors activities, the vendor is itself treated as a Servicing Participant and is required to provide its own Report on Assessment and related Attestation Report.

Exceptions

Except as disclosed below, no Report on
Assessment or related Attestation Report has identified (i) any material instance of noncompliance with the servicing criteria identified in such Report on Assessment as applicable to the related Servicing Participant or (ii) any material
deficiency in such Servicing Participants policies and procedures to monitor vendor compliance.

The Bank of New York Mellon:
The Bank of New York Mellons Report on Assessment and related Attestation Report have identified a material instance of noncompliance with one servicing criterion applicable to it. Specifically, with regard to servicing criterion
1122(d)(2)(i), which contemplates that payments on pool assets are administered in accordance with the terms of the transaction agreements, The Bank of New York Mellon indicates that certain payments on pool assets were not deposited into the
appropriate segregated custodial bank account within the time frame specified by the related transaction documents. The Bank of New York Mellon indicates that the segregated account for each specified series of securities was in existence prior to
the time the deposits were to be made into such account but such account was not utilized in all instances by The Bank of New York Mellon as stated above.

The Bank of New York Mellon further indicates in its Report on Assessment that (i) payments related to each specified series of securities were timely remitted to the investors in such series, and
(ii) existing procedures have been reviewed with staff to enable future payments to be deposited into the segregated account for each specified series within the applicable time frames.

We have not independently verified the accuracy of The Bank of New York Mellons assertions or the adequacy of its remediation efforts.



3



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Platform-Level Reports

Regulations of the Securities and Exchange Commission (the SEC) require that each Servicing Participant complete a Report on Assessment at a platform level, meaning that the transactions
covered by the Report on Assessment should include all asset-backed securities transactions involving such Servicing Participant that are backed by the same asset type. Further guidance from the SEC staff identifies additional parameters which a
Servicing Participant may apply to define and further limit its platform. For example, a Servicing Participant may define its platform to include only transactions that were completed on or after January 1, 2006 and that were registered with
the SEC pursuant to the Securities Act of 1933. Each Servicing Participant is responsible for defining its own platform, and each platform will naturally differ based on various factors, including the Servicing Participants business model, the
transactions in which it is involved and the range of activities performed in those transactions.

Based on our understanding of their
platforms and the guidance that is available at this time, we believe that the parameters by which the Servicing Participants have defined their platforms should be permissible. However, because the guidance available at this time is subject to
clarification or change, we cannot assure you that the SEC and its staff will necessarily agree.

Item 1123 of Regulation AB: Servicer Compliance
Statement.

Each of Capital One Bank (USA), National Association, Capital One Services, LLC (formerly known as Capital One Services,
Inc.) and Capital One, N.A. has been identified by the registrant as a servicer meeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the pool assets held by each of Capital One Master Trust and
Capital One Multi-asset Execution Trust. Each of these servicers has provided a statement of compliance (a Compliance Statement), which has been signed by an authorized officer of such related servicer. Each Compliance Statement is
attached as an exhibit to this Form 10-K.

PART IV



|Item 15. | Exhibits, Financial Statement Schedules.
|-------- | ----------------------------------------

(a)(1)
Not Applicable.

(a)(2) Not Applicable.

(a)(3) Not Applicable.

(b)      Exhibits



|              |  |                                                                                                                                                                                                                                                                                                                                              
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                  
|              | 
|3.1           |  | Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC dated as of July 31, 2002 (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form S-3
Registration Statement (File Nos. 333-75276, 333-75276-01 and 333-75276-02) filed with the Securities and Exchange Commission on September 12, 2002).
|              | 
|3.2           |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 4, 2008).                                                                                   
|              | 
|4.1           |  | Amended and Restated Receivables Purchase Agreement dated as of July 1, 2007 between Capital One Funding, LLC and Capital One Bank (USA), National Association (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007).                               
|              | 
|4.2           |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2008).                                                                                        
|              | 
|4.3           |  | Indenture for the Notes dated as of October 9, 2002, as amended and restated as of January 13, 2006 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 20, 2006).                                                                                      
|              | 
|4.4           |  | First Amendment dated as of March 1, 2008 to the Indenture (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March
4, 2008).                                                                                                                                  



4



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                          
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | 
|4.5    |  | Asset Pool Supplement for the Notes dated October 9, 2002 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on
November 12, 2002).                                                                                                                                                                           
|       | 
|4.6    |  | First Amendment dated as of March 1, 2008 to the Asset Pool Supplement (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 4, 2008).                                                                                                                                                                  
|       | 
|4.7    |  | Card Series Indenture Supplement for the Notes dated as of October 9, 2002 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 12, 2002).                                                                                                                                                          
|       | 
|4.8    |  | First Amendment dated as of March 1, 2008 to the Card Series Indenture Supplement (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 4, 2008).                                                                                                                                                       
|       | 
|4.9    |  | Series 2002-CC Supplement to the Amended and Restated Pooling and Servicing Agreement dated as of October 9, 2002 relating to the COMT Collateral Certificate (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2002).                                                                       
|       | 
|4.10   |  | First Amendment dated as of March 1, 2008 to the Series 2002-CC Supplement (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 4, 2008).                                                                                                                                                              
|       | 
|4.11   |  | Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, and as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007 (incorporated by
reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007).                                                                
|       | 
|4.12   |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2008).                                                                                                                                   
|       | 
|4.13   |  | Transfer and Assumption Agreement, dated as of November 22, 1994 by and among Signet Bank/Virginia, Capital One Bank (USA), National Association, as Assuming Entity, The Bank of New York, as
Trustee and the other parties thereto (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 1995).
|       | 
|4.14   |  | Second Amended and Restated Trust Agreement dated as of January 13, 2006 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 20, 2006).                                                                                                                                                             
|       | 
|4.15   |  | Transfer and Administration Agreement dated as of October 9, 2002 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by
Capital One Funding, LLC on November 12, 2002).                                                                                                                                       
|       | 
|4.16   |  | First Amendment dated as of March 1, 2008 to the Transfer and Administration Agreement (incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 4, 2008).                                                                                                                                                 
|       | 
|4.17.1 |  | Class C(2003-3) Terms Document, dated as of September 23, 2003 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on October 1,
2003, which is incorporated herein by reference).                                                                                                                                                
|       | 
|4.17.2 |  | Class A(2003-5) Terms Document, dated as of October 10, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 17, 2003,
which is incorporated herein by reference).                                                                                                                                                
|       | 
|4.17.3 |  | Class C(2003-4) Terms Document, dated as of October 29, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 10,
2003, which is incorporated herein by reference).                                                                                                                                               



5



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|        |  |                                                                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.17.4  |  | Class B(2003-5) Terms Document, dated as of November 5, 2003 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on
November 14, 2003, which is incorporated herein by reference).                                                                                                        
|        | 
|4.17.5  |  | Class A(2004-1) Terms Document, dated as of February 26, 2004 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on March 3,
2004, which is incorporated herein by reference).                                                                                                           
|        | 
|4.17.6  |  | Class C(2004-2) Terms Document, dated as of March 5, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 11, 2004,
which is incorporated herein by reference).                                                                                                             
|        | 
|4.17.7  |  | Class B(2004-3) Terms Document, dated as of April 14, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 20, 2004,
which is incorporated herein by reference).                                                                                                            
|        | 
|4.17.8  |  | Class A(2004-3) Terms Document, dated as of May 6, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 12, 2004, which is
incorporated herein by reference).                                                                                                                 
|        | 
|4.17.9  |  | Class A(2004-4) Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2004, which
is incorporated herein by reference).                                                                                                              
|        | 
|4.17.10 |  | Class A(2004-5) Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2004, which
is incorporated herein by reference).                                                                                                              
|        | 
|4.17.11 |  | Class C(2004-4) Terms Document, dated as of September 2, 2004 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on September 7,
2004, which is incorporated herein by reference).                                                                                                       
|        | 
|4.17.12 |  | Class A(2004-7) Terms Document, dated as of September 9, 2004 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on September 13,
2004, which is incorporated herein by reference).                                                                                                      
|        | 
|4.17.13 |  | Class B(2004-6) Terms Document, dated as of October 8, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 14, 2004,
which is incorporated herein by reference).                                                                                                         
|        | 
|4.17.14 |  | Class A(2004-8) Terms Document, dated as of November 10, 2004 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on November 22,
2004, which is incorporated herein by reference).                                                                                                       
|        | 
|4.17.15 |  | Supplemental Indenture with respect to additional Class A(2004-4) Notes, dated as of November 23, 2004 to Class A(2004-4) Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1 to
the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 29, 2004, which is incorporated herein by reference).
|        | 
|4.17.16 |  | Class B(2005-1) Terms Document, dated as of March 3, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 9, 2005, which
is incorporated herein by reference).                                                                                                              
|        | 
|4.17.17 |  | Class A(2005-1) Terms Document, dated as of April 1, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 8, 2005, which
is incorporated herein by reference).                                                                                                              
|        | 
|4.17.18 |  | Class C(2005-1) Terms Document, dated as of April 21, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 29, 2005,
which is incorporated herein by reference).                                                                                                            



6



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|        |  |                                                                                                                                                                                                                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.17.19 |  | Class A(2005-3) Terms Document, dated as of June 10, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 14,
2005, which is incorporated herein by reference).                                           
|        | 
|4.17.20 |  | Class A(2005-4) Terms Document, dated as of June 13, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2005, which
is incorporated herein by reference).                                           
|        | 
|4.17.21 |  | Class A(2005-5) Terms Document, dated as of July 8, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 14, 2005, which
is incorporated herein by reference).                                            
|        | 
|4.17.22 |  | Class A(2005-6) Terms Document, dated as of July 28, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 29, 2005, which
is incorporated herein by reference).                                           
|        | 
|4.17.23 |  | Class B(2005-3) Terms Document, dated as of August 4, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 11, 2005,
which is incorporated herein by reference).                                        
|        | 
|4.17.24 |  | Class A(2005-7) Terms Document, dated as of August 18, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 19, 2005,
which is incorporated herein by reference).                                       
|        | 
|4.17.25 |  | Class A(2005-9) Terms Document, dated as of October 19, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 20, 2005,
which is incorporated herein by reference).                                     
|        | 
|4.17.26 |  | Class A(2005-10) Terms Document, dated as of November 15, 2005 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on November 16,
2005, which is incorporated herein by reference).                                   
|        | 
|4.17.27 |  | Class A(2005-11) Terms Document, dated as of November 23, 2005 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on November 29,
2005, which is incorporated herein by reference).                                   
|        | 
|4.17.28 |  | Class A(2006-1) Terms Document, dated as of January 20, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 23, 2006,
which is incorporated herein by reference).                                     
|        | 
|4.17.29 |  | Class A(2006-2) Terms Document, dated as of February 3, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on February 10,
2006, which is incorporated herein by reference).                                    
|        | 
|4.17.30 |  | Omnibus Addendum, dated as of February 10, 2006, to the various Terms Documents to the Indenture (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and
Exchange Commission on February 13, 2006, which is incorporated herein by reference).
|        | 
|4.17.31 |  | Class A(2006-3) Terms Document, dated as of March 1, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 7, 2006, which
is incorporated herein by reference).                                           
|        | 
|4.17.32 |  | Class A(2006-4) Terms Document, dated as of March 8, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 15, 2006,
which is incorporated herein by reference).                                          
|        | 
|4.17.33 |  | Class A(2006-5) Terms Document, dated as of April 4, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 12, 2006,
which is incorporated herein by reference).                                          



7



---

|        |  |                                                                                                                                                                                                                                            
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.17.34 |  | Class B(2006-1) Terms Document, dated as of April 6, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 14,
2006, which is incorporated herein by reference).       
|        | 
|4.17.35 |  | Class A(2006-6) Terms Document, dated as of April 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 27, 2006,
which is incorporated herein by reference).      
|        | 
|4.17.36 |  | Class C(2006-1) Terms Document, dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 24, 2006, which
is incorporated herein by reference).          
|        | 
|4.17.37 |  | Class A(2006-7) Terms Document, dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 24, 2006, which
is incorporated herein by reference).          
|        | 
|4.17.38 |  | Class B(2006-2) Terms Document, dated as of June 6, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 8, 2006, which
is incorporated herein by reference).          
|        | 
|4.17.39 |  | Class A(2006-8) Terms Document, dated as of June 30, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 6, 2006, which
is incorporated herein by reference).         
|        | 
|4.17.40 |  | Class A(2006-9) Terms Document, dated as of July 31, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 8, 2006,
which is incorporated herein by reference).       
|        | 
|4.17.41 |  | Class C(2006-2) Terms Document, dated as of August 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 28, 2006,
which is incorporated herein by reference).    
|        | 
|4.17.42 |  | Class A(2006-10) Terms Document, dated as of August 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 28, 2006,
which is incorporated herein by reference).   
|        | 
|4.17.43 |  | Class A(2006-11) Terms Document, dated as of September 1, 2006 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on September 8,
2006, which is incorporated herein by reference).
|        | 
|4.17.44 |  | Class A(2006-12) Terms Document, dated as of October 5, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 16, 2006,
which is incorporated herein by reference).  
|        | 
|4.17.45 |  | Class C(2006-3) Terms Document, dated as of October 11, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 16, 2006,
which is incorporated herein by reference).  
|        | 
|4.17.46 |  | Class A(2006-13) Terms Document, dated as of October 20, 2006 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on October 25,
2006, which is incorporated herein by reference).  
|        | 
|4.17.47 |  | Class A(2006-14) Terms Document, dated as of November 7, 2006 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on November 17,
2006, which is incorporated herein by reference). 



8



---

|        |  |                                                                                                                                                                                                                                             
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.17.48 |  | Class A(2007-1) Terms Document, dated as of January 26, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
January 31, 2007, which is incorporated herein by reference).   
|        | 
|4.17.49 |  | Class B(2007-1) Terms Document, dated as of January 26, 2007 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 31, 2007,
which is incorporated herein by reference).   
|        | 
|4.17.50 |  | Class C(2007-1) Terms Document, dated as of January 26, 2007 (included in Exhibit 4.3 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 31, 2007,
which is incorporated herein by reference).   
|        | 
|4.17.51 |  | Class C(2007-2) Terms Document, dated as of January 26, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2007,
which is incorporated herein by reference).   
|        | 
|4.17.52 |  | Class A(2007-2) Terms Document, dated as of February 27, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on March 13,
2007, which is incorporated herein by reference).     
|        | 
|4.17.53 |  | Class B(2007-2) Terms Document, dated as of March 6, 2007 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 13, 2007,
which is incorporated herein by reference).        
|        | 
|4.17.54 |  | Class A(2007-3) Terms Document, dated as of May 10, 2007 (included in Exhibit 4.1(a) to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 18, 2007,
which is incorporated herein by reference).        
|        | 
|4.17.55 |  | Class B(2007-3) Terms Document, dated as of May 17, 2007 (included in Exhibit 4.1(b) to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 18, 2007,
which is incorporated herein by reference).        
|        | 
|4.17.56 |  | Class B(2007-4) Terms Document, dated as of May 17, 2007 (included in Exhibit 4.1(c) to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 18, 2007,
which is incorporated herein by reference).        
|        | 
|4.17.57 |  | Class A(2007-4) Terms Document, dated as of May 23, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 31, 2007, which
is incorporated herein by reference).           
|        | 
|4.17.58 |  | Class A(2007-5) Terms Document, dated as of June 22, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 25, 2007, which
is incorporated herein by reference).         
|        | 
|4.17.59 |  | Class C(2007-3) Terms Document, dated as of July 6, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 10, 2007, which
is incorporated herein by reference).          
|        | 
|4.17.60 |  | Class B(2007-5) Terms Document, dated as of July 31, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 2, 2007,
which is incorporated herein by reference).        
|        | 
|4.17.61 |  | Class A(2007-6) Terms Document, dated as of August 10, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 13, 2007,
which is incorporated herein by reference).     
|        | 
|4.17.62 |  | Class A(2007-7) Terms Document, dated as of September 28, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on September
28, 2007, which is incorporated herein by reference).



9



---

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.17.63 |  | Class A(2007-8) Terms Document, dated as of October 11, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on
October 12, 2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                         
|        | 
|4.17.64 |  | Class A(2007-9) Terms Document, dated as of October 19, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on October 22,
2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                         
|        | 
|4.17.65 |  | Class C(2007-4) Terms Document, dated as of October 29, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on October 30,
2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                         
|        | 
|4.17.66 |  | Class A(2008-1) Terms Document, dated as of January 31, 2008 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on February 1,
2008, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                         
|        | 
|4.17.67 |  | Class A(2008-2) Terms Document, dated as of March 26, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 28, 2008,
which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                            
|        | 
|4.17.68 |  | Class A(2008-3) Terms Document, dated as of April 16, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 16, 2008,
which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                            
|        | 
|4.17.69 |  | Class A(2008-4) Terms Document, dated as of May 6, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 7, 2008, which is
incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                  
|        | 
|4.17.70 |  | Class A(2008-5) Terms Document, dated as of May 12, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 13, 2008, which
is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                
|        | 
|4.17.71 |  | Class A(2008-6) Terms Document, dated as of May 30, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 2, 2008, which
is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                
|        | 
|10.1    |  | Services Agreement, dated as of November 8, 2004, between Capital One Services, LLC (formerly known as Capital One Services, Inc.) and First Data Resources, Inc. (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2005, as supplemented by the Current Report on Form 8-K/A (No. 1) filed with the Securities and Exchange Commission by Capital One
Funding, LLC on December 21, 2005). Confidential Treatment has been requested for certain portions of the Services Agreement.
|        | 
|10.2    |  | Form of Subservicing Agreement between Capital One Bank (USA), National Association and Capital One Services, LLC (formerly known as Capital One Services, Inc.) (incorporated by reference to
Exhibit 10.2 to Form S-3 Registration Statement (File Nos. 333-130862, 333-130862-01 and 333-130862-02) filed with the Securities and Exchange Commission on January 4, 2006).                                                                                                                                                                                                    
|        | 
|10.3    |  | Services Agreement, dated as of March 16, 2006, between Capital One Bank (USA), National Association and Capital One, N.A. (formerly known as Hibernia National Bank) (incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2006).                                                                                                                                                                                                                                                         
|        | 
|31.1    |  | Certification of Capital One Funding, LLC pursuant to Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 
|33.1    |  | Report on Assessment of Compliance with Servicing Criteria for Capital One Bank (USA), National Association, for itself and on behalf of its affiliate Capital One Services, LLC (formerly known
as Capital One Services, Inc.)                                                                                                                                                                                                                                                                                                                                                  



10



---

|     |  |                                                                                                                                                                                                                                                
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|33.2 |  | Report on Assessment of Compliance with Servicing Criteria for First Data Resources, Inc. and REMITCO, LLC.                                                                                                                                    
|     | 
|33.3 |  | Report on Assessment of Compliance with Servicing Criteria for Regulus Group, LLC.                                                                                                                                                             
|     | 
|33.4 |  | Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Mellon.                                                                                                                                                    
|     | 
|34.1 |  | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to Capital One Bank (USA), National Association and its affiliate Capital One Services,
LLC (formerly known as Capital One Services, Inc.)
|     | 
|34.2 |  | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to First Data Resources, Inc. and REMITCO, LLC.                                                                                           
|     | 
|34.3 |  | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to Regulus Group, LLC.                                                                                                                             
|     | 
|34.4 |  | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon.                                                                                                                    
|     | 
|35.1 |  | Servicer Compliance Statement of Capital One Bank (USA), National Association.                                                                                                                                                                 
|     | 
|35.2 |  | Servicer Compliance Statement of Capital One Services, LLC (formerly known as Capital One Services, Inc.)                                                                                                                                      
|     | 
|35.3 |  | Servicer Compliance Statement of Capital One, N.A.                                                                                                                                                                                             



| | (c) | Not Applicable.
| | --- | ---------------



11



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Capital One Multi-asset Execution TrustBy: Capital One Funding, LLC, as DepositorBy:

/s/ Stephen LinehanName:

Stephen Linehan*Title:

PresidentDate: March 30, 2009




|* | Stephen Linehan is the senior officer in charge of securitization of Capital One Funding, LLC.
|- | ----------------------------------------------------------------------------------------------



12



---

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                                                                                          
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                              
|              | 
|3.1           |  | Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC dated as of July 31, 2002 (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form S-3
Registration Statement (File Nos. 333-75276, 333-75276-01 and 333-75276-02) filed with the Securities and Exchange Commission on September 12, 2002).                                            
|              | 
|3.2           |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 4, 2008).                                                                                                                               
|              | 
|4.1           |  | Amended and Restated Receivables Purchase Agreement dated as of July 1, 2007 between Capital One Funding, LLC and Capital One Bank (USA), National Association (incorporated by reference to
Exhibit 4.1 to the Current Report onForm 8-K filed with the Securities and Exchange Commission on July 6, 2007).                                                                            
|              | 
|4.2           |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2008).                                                                                                                                    
|              | 
|4.3           |  | Indenture for the Notes dated as of October 9, 2002, as amended and restated as of January 13, 2006 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission onJanuary 20, 2006).                                                                                                                                   
|              | 
|4.4           |  | First Amendment dated as of March 1, 2008 to the Indenture (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March
4, 2008).                                                                                                                                                                              
|              | 
|4.5           |  | Asset Pool Supplement for the Notes dated October 9, 2002 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on
November 12, 2002).                                                                                                                                                                           
|              | 
|4.6           |  | First Amendment dated as of March 1, 2008 to the Asset Pool Supplement (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 4, 2008).                                                                                                                                                                  
|              | 
|4.7           |  | Card Series Indenture Supplement for the Notes dated as of October 9, 2002 (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 12, 2002).                                                                                                                                                          
|              | 
|4.8           |  | First Amendment dated as of March 1, 2008 to the Card Series Indenture Supplement (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 4, 2008).                                                                                                                                                       
|              | 
|4.9           |  | Series 2002-CC Supplement to the Amended and Restated Pooling and Servicing Agreement dated as of October 9, 2002 relating to the COMT Collateral Certificate (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2002).                                                                       
|              | 
|4.10          |  | First Amendment dated as of March 1, 2008 to the Series 2002-CC Supplement (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 4, 2008).                                                                                                                                                              
|              | 
|4.11          |  | Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, and as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007 (incorporated by
reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2007).                                                                
|              | 
|4.12          |  | First Amendment dated as of March 1, 2008 to the Amended and Restated Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2008).                                                                                                                                   
|              | 
|4.13          |  | Transfer and Assumption Agreement, dated as of November 22, 1994 by and among Signet Bank/Virginia, Capital One Bank (USA), National Association, as Assuming Entity, The Bank of New York, as
Trustee and the other parties thereto (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 13, 1995).



13



---

|        |  |                                                                                                                                                                                                                                                   
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.14    |  | Second Amended and Restated Trust Agreement dated as of January 13, 2006 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 20, 2006).                      
|        | 
|4.15    |  | Transfer and Administration Agreement dated as of October 9, 2002 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by
Capital One Funding, LLC on November 12, 2002).
|        | 
|4.16    |  | First Amendment dated as of March 1, 2008 to the Transfer and Administration Agreement (incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 4, 2008).          
|        | 
|4.17.1  |  | Class C(2003-3) Terms Document, dated as of September 23, 2003 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on October 1,
2003, which is incorporated herein by reference).         
|        | 
|4.17.2  |  | Class A(2003-5) Terms Document, dated as of October 10, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 17, 2003,
which is incorporated herein by reference).         
|        | 
|4.17.3  |  | Class C(2003-4) Terms Document, dated as of October 29, 2003 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 10,
2003, which is incorporated herein by reference).        
|        | 
|4.17.4  |  | Class B(2003-5) Terms Document, dated as of November 5, 2003 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on November 14,
2003, which is incorporated herein by reference).         
|        | 
|4.17.5  |  | Class A(2004-1) Terms Document, dated as of February 26, 2004 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on March 3,
2004, which is incorporated herein by reference).            
|        | 
|4.17.6  |  | Class C(2004-2) Terms Document, dated as of March 5, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 11, 2004,
which is incorporated herein by reference).              
|        | 
|4.17.7  |  | Class B(2004-3) Terms Document, dated as of April 14, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 20, 2004,
which is incorporated herein by reference).             
|        | 
|4.17.8  |  | Class A(2004-3) Terms Document, dated as of May 6, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 12, 2004, which is
incorporated herein by reference).                  
|        | 
|4.17.9  |  | Class A(2004-4) Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2004, which
is incorporated herein by reference).               
|        | 
|4.17.10 |  | Class A(2004-5) Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2004, which
is incorporated herein by reference).               
|        | 
|4.17.11 |  | Class C(2004-4) Terms Document, dated as of September 2, 2004 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on September 7,
2004, which is incorporated herein by reference).        
|        | 
|4.17.12 |  | Class A(2004-7) Terms Document, dated as of September 9, 2004 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on September 13,
2004, which is incorporated herein by reference).       



14



---

|        |  |                                                                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.17.13 |  | Class B(2004-6) Terms Document, dated as of October 8, 2004 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
October 14, 2004, which is incorporated herein by reference).                                                                                                         
|        | 
|4.17.14 |  | Class A(2004-8) Terms Document, dated as of November 10, 2004 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on November 22,
2004, which is incorporated herein by reference).                                                                                                       
|        | 
|4.17.15 |  | Supplemental Indenture with respect to additional Class A(2004-4) Notes, dated as of November 23, 2004 to Class A(2004-4) Terms Document, dated as of June 10, 2004 (included in Exhibit 4.1 to
the registrants Form 8-K, as filed with the Securities and Exchange Commission on November 29, 2004, which is incorporated herein by reference).
|        | 
|4.17.16 |  | Class B(2005-1) Terms Document, dated as of March 3, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 9, 2005, which
is incorporated herein by reference).                                                                                                              
|        | 
|4.17.17 |  | Class A(2005-1) Terms Document, dated as of April 1, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 8, 2005, which
is incorporated herein by reference).                                                                                                              
|        | 
|4.17.18 |  | Class C(2005-1) Terms Document, dated as of April 21, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 29, 2005,
which is incorporated herein by reference).                                                                                                            
|        | 
|4.17.19 |  | Class A(2005-3) Terms Document, dated as of June 10, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 14, 2005, which
is incorporated herein by reference).                                                                                                              
|        | 
|4.17.20 |  | Class A(2005-4) Terms Document, dated as of June 13, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 15, 2005, which
is incorporated herein by reference).                                                                                                              
|        | 
|4.17.21 |  | Class A(2005-5) Terms Document, dated as of July 8, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 14, 2005, which
is incorporated herein by reference).                                                                                                               
|        | 
|4.17.22 |  | Class A(2005-6) Terms Document, dated as of July 28, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 29, 2005, which
is incorporated herein by reference).                                                                                                              
|        | 
|4.17.23 |  | Class B(2005-3) Terms Document, dated as of August 4, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 11, 2005,
which is incorporated herein by reference).                                                                                                           
|        | 
|4.17.24 |  | Class A(2005-7) Terms Document, dated as of August 18, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 19, 2005,
which is incorporated herein by reference).                                                                                                          
|        | 
|4.17.25 |  | Class A(2005-9) Terms Document, dated as of October 19, 2005 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 20, 2005,
which is incorporated herein by reference).                                                                                                        
|        | 
|4.17.26 |  | Class A(2005-10) Terms Document, dated as of November 15, 2005 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on November 16,
2005, which is incorporated herein by reference).                                                                                                      
|        | 
|4.17.27 |  | Class A(2005-11) Terms Document, dated as of November 23, 2005 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on November 29,
2005, which is incorporated herein by reference).                                                                                                      
|        | 
|4.17.28 |  | Class A(2006-1) Terms Document, dated as of January 20, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on January 23, 2006,
which is incorporated herein by reference).                                                                                                        



15



---

|        |  |                                                                                                                                                                                                                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.17.29 |  | Class A(2006-2) Terms Document, dated as of February 3, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on
February 10, 2006, which is incorporated herein by reference).                                    
|        | 
|4.17.30 |  | Omnibus Addendum, dated as of February 10, 2006, to the various Terms Documents to the Indenture (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and
Exchange Commission on February 13, 2006, which is incorporated herein by reference).
|        | 
|4.17.31 |  | Class A(2006-3) Terms Document, dated as of March 1, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 7, 2006, which
is incorporated herein by reference).                                           
|        | 
|4.17.32 |  | Class A(2006-4) Terms Document, dated as of March 8, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 15, 2006,
which is incorporated herein by reference).                                          
|        | 
|4.17.33 |  | Class A(2006-5) Terms Document, dated as of April 4, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 12, 2006,
which is incorporated herein by reference).                                          
|        | 
|4.17.34 |  | Class B(2006-1) Terms Document, dated as of April 6, 2006 (included in Exhibit 4.2 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 14, 2006,
which is incorporated herein by reference).                                          
|        | 
|4.17.35 |  | Class A(2006-6) Terms Document, dated as of April 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 27, 2006,
which is incorporated herein by reference).                                         
|        | 
|4.17.36 |  | Class C(2006-1) Terms Document, dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 24, 2006, which
is incorporated herein by reference).                                             
|        | 
|4.17.37 |  | Class A(2006-7) Terms Document, dated as of May 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 24, 2006, which
is incorporated herein by reference).                                             
|        | 
|4.17.38 |  | Class B(2006-2) Terms Document, dated as of June 6, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 8, 2006, which
is incorporated herein by reference).                                             
|        | 
|4.17.39 |  | Class A(2006-8) Terms Document, dated as of June 30, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 6, 2006, which
is incorporated herein by reference).                                            
|        | 
|4.17.40 |  | Class A(2006-9) Terms Document, dated as of July 31, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 8, 2006,
which is incorporated herein by reference).                                          
|        | 
|4.17.41 |  | Class C(2006-2) Terms Document, dated as of August 17, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 28, 2006,
which is incorporated herein by reference).                                       
|        | 
|4.17.42 |  | Class A(2006-10) Terms Document, dated as of August 25, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 28, 2006,
which is incorporated herein by reference).                                      
|        | 
|4.17.43 |  | Class A(2006-11) Terms Document, dated as of September 1, 2006 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on September 8,
2006, which is incorporated herein by reference).                                   
|        | 
|4.17.44 |  | Class A(2006-12) Terms Document, dated as of October 5, 2006 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on October 16, 2006,
which is incorporated herein by reference).                                     



16



---

|          |  |                                                                                                                                                                                                                                           
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|4.17.45   |  | Class C(2006-3) Terms Document, dated as of October 11, 2006 (included in Exhibit 4.2 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on
October 16, 2006, which is incorporated herein by reference).  
|          | 
|4.4.17.46 |  | Class A(2006-13) Terms Document, dated as of October 20, 2006 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on October 25,
2006, which is incorporated herein by reference). 
|          | 
|4.4.17.47 |  | Class A(2006-14) Terms Document, dated as of November 7, 2006 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on November 17,
2006, which is incorporated herein by reference).
|          | 
|4.4.17.48 |  | Class A(2007-1) Terms Document, dated as of January 26, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on January 31,
2007, which is incorporated herein by reference).  
|          | 
|4.4.17.49 |  | Class B(2007-1) Terms Document, dated as of January 26, 2007 (included in Exhibit 4.2 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on January 31,
2007, which is incorporated herein by reference).  
|          | 
|4.4.17.50 |  | Class C(2007-1) Terms Document, dated as of January 26, 2007 (included in Exhibit 4.3 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on January 31,
2007, which is incorporated herein by reference).  
|          | 
|4.4.17.51 |  | Class C(2007-2) Terms Document, dated as of January 26, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on February 9,
2007, which is incorporated herein by reference).  
|          | 
|4.4.17.52 |  | Class A(2007-2) Terms Document, dated as of February 27, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on March 13,
2007, which is incorporated herein by reference).   
|          | 
|4.17.53   |  | Class B(2007-2) Terms Document, dated as of March 6, 2007 (included in Exhibit 4.2 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on March 13, 2007,
which is incorporated herein by reference).       
|          | 
|4.17.54   |  | Class A(2007-3) Terms Document, dated as of May 10, 2007 (included in Exhibit 4.1(a) to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on May 18, 2007,
which is incorporated herein by reference).       
|          | 
|4.17.55   |  | Class B(2007-3) Terms Document, dated as of May 17, 2007 (included in Exhibit 4.1(b) to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on May 18, 2007,
which is incorporated herein by reference).       
|          | 
|4.17.56   |  | Class B(2007-4) Terms Document, dated as of May 17, 2007 (included in Exhibit 4.1(c) to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on May 18, 2007,
which is incorporated herein by reference).       
|          | 
|4.17.57   |  | Class A(2007-4) Terms Document, dated as of May 23, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 31, 2007, which
is incorporated herein by reference).         
|          | 
|4.17.58   |  | Class A(2007-5) Terms Document, dated as of June 22, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 25, 2007, which
is incorporated herein by reference).       
|          | 
|4.17.59   |  | Class C(2007-3) Terms Document, dated as of July 6, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on July 10, 2007, which
is incorporated herein by reference).        



17



---

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|4.17.60 |  | Class B(2007-5) Terms Document, dated as of July 31, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 2,
2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                             
|        | 
|4.17.61 |  | Class A(2007-6) Terms Document, dated as of August 10, 2007 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on August 13, 2007,
which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                          
|        | 
|4.17.62 |  | Class A(2007-7) Terms Document, dated as of September 28, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on September
28, 2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                     
|        | 
|4.17.63 |  | Class A(2007-8) Terms Document, dated as of October 11, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on October 12,
2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                         
|        | 
|4.17.64 |  | Class A(2007-9) Terms Document, dated as of October 19, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on October 22,
2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                         
|        | 
|4.17.65 |  | Class C(2007-4) Terms Document, dated as of October 29, 2007 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on October 30,
2007, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                         
|        | 
|4.17.66 |  | Class A(2008-1) Terms Document, dated as of January 31, 2008 (included in Exhibit 4.1 to the registrantsForm 8-K, as filed with the Securities and Exchange Commission on February 1,
2008, which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                         
|        | 
|4.17.67 |  | Class A(2008-2) Terms Document, dated as of March 26, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on March 28, 2008,
which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                            
|        | 
|4.17.68 |  | Class A(2008-3) Terms Document, dated as of April 16, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on April 16, 2008,
which is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                            
|        | 
|4.17.69 |  | Class A(2008-4) Terms Document, dated as of May 6, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 7, 2008, which is
incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                  
|        | 
|4.17.70 |  | Class A(2008-5) Terms Document, dated as of May 12, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on May 13, 2008, which
is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                
|        | 
|4.17.71 |  | Class A(2008-6) Terms Document, dated as of May 30, 2008 (included in Exhibit 4.1 to the registrants Form 8-K, as filed with the Securities and Exchange Commission on June 2, 2008, which
is incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                
|        | 
|10.1    |  | Services Agreement, dated as of November 8, 2004, between Capital One Services, LLC (formerly known as Capital One Services, Inc.) and First Data Resources, Inc. (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2005, as supplemented by the Current Report on Form 8-K/A (No. 1) filed with the Securities and Exchange Commission by Capital One
Funding, LLC on December 21, 2005). Confidential Treatment has been requested for certain portions of the Services Agreement.
|        | 
|10.2    |  | Form of Subservicing Agreement between Capital One Bank (USA), National Association and Capital One Services, LLC (formerly known as Capital One Services, Inc.) (incorporated by reference to
Exhibit 10.2 to Form S-3 Registration Statement (File Nos. 333-130862, 333-130862-01 and 333-130862-02) filed with the Securities and Exchange Commission on January 4, 2006).                                                                                                                                                                                                    
|        | 
|10.3    |  | Services Agreement, dated as of March 16, 2006, between Capital One Bank (USA), National Association and Capital One, N.A. (formerly known as Hibernia National Bank) (incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2006).                                                                                                                                                                                                                                                         



18



---

|     |  |                                                                                                                                                                                                                                                
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Capital One Funding, LLC pursuant to Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934.                                                                                                                      
|     | 
|33.1 |  | Report on Assessment of Compliance with Servicing Criteria for Capital One Bank (USA), National Association, for itself and on behalf of its affiliate, Capital One Services, LLC (formerly known
as Capital One Services, Inc.)               
|     | 
|33.2 |  | Report on Assessment of Compliance with Servicing Criteria for First Data Resources, Inc. and REMITCO, LLC.                                                                                                                                    
|     | 
|33.3 |  | Report on Assessment of Compliance with Servicing Criteria for Regulus Group, LLC.                                                                                                                                                             
|     | 
|33.4 |  | Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Mellon.                                                                                                                                                    
|     | 
|34.1 |  | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to Capital One Bank (USA), National Association and its affiliate Capital One Services,
LLC (formerly known as Capital One Services, Inc.)
|     | 
|34.2 |  | Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria relating to First Data Resources, Inc. and REMITCO, LLC.                                                                                           
|     | 
|34.3 |  | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to Regulus Group, LLC.                                                                                                                             
|     | 
|34.4 |  | Attestation Report of KPMG LLP on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon.                                                                                                                    
|     | 
|35.1 |  | Servicer Compliance Statement of Capital One Bank (USA), National Association.                                                                                                                                                                 
|     | 
|35.2 |  | Servicer Compliance Statement of Capital One Services, LLC (formerly known as Capital One Services, Inc.)                                                                                                                                      
|     | 
|35.3 |  | Servicer Compliance Statement of Capital One, N.A.                                                                                                                                                                                             



19