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                                                                    Exhibit 10.1

(Multicurrency--Cross Border)

                                    ISDA(R)

                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

                         dated as of November 28, 2000



MORGAN GUARANTY TRUST COMPANY               THE BANK OF NEW YORK, acting as
OF NEW YORK                                 trustee for the CAPITAL ONE MASTER
("Party A")                            and  TRUST
                                            ("Party B")
---------------------------------           ------------------------------------

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.   Interpretation

(a)  Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)  Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)  Single Agreement. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2.   Obligations

(a)  General Conditions.

     (i)    Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

     (ii)   Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the required
     currency. Where settlement is by delivery (that is, other than by payment),
     such delivery will be made for receipt on the due date in the manner
     customary for the relevant obligation unless otherwise specified in the
     relevant Confirmation or elsewhere in this Agreement.
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     (iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
     the condition precedent that no Event of Default or Potential Event of
     Default with respect to the other party has occurred and is continuing, (2)
     the condition precedent that no Early Termination Date in respect of the
     relevant Transaction has occurred or been effectively designated and (3)
     each other applicable condition precedent specified in this Agreement.

(b)  Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)  Netting. If on any date amounts would otherwise be payable:--

     (i)    in the same currency; and

     (ii)   in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)  Deduction or Withholding for Tax.

     (i)    Gross-Up. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or withholding is required by any applicable law, as modified by the
     practice of any relevant governmental revenue authority, then in effect. If
     a party is so required to deduct or withhold, then that party ("X") will:--

            (1)  promptly notify the other party ("Y") of such requirement;

            (2)  pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y under
            this Section 2(d)) promptly upon the earlier of determining that
            such deduction or withholding is required or receiving notice that
            such amount has been assessed against Y;

            (3)  promptly forward to Y an official receipt (or a certified
            copy), or other documentation reasonably acceptable to Y, evidencing
            such payment to such authorities; and

            (4)  if such Tax is an Indemnifiable Tax, pay to Y, in addition to
            the payment to which Y is otherwise entitled under this Agreement,
            such additional amount as is necessary to ensure that the net amount
            actually received by Y (free and clear of Indemnifiable Taxes,
            whether assessed against X or Y) will equal the full amount Y would
            have received had no such deduction or withholding been required.
            However, X will not be required to pay any additional amount to Y to
            the extent that it would not be required to be paid but for:--

                (A) the failure by Y to comply with or perform any agreement
                contained in Section 4(a)(i), 4(a)(iii) or 4(d); or
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                (B) the failure of a representation made by Y pursuant to
                Section 3(f) to be accurate and true unless such failure would
                not have occurred but for (I) any action taken by a taxing
                authority, or brought in a court of competent jurisdiction, on
                or after the date on which a Transaction is entered into
                (regardless of whether such action is taken or brought with
                respect to a party to this Agreement) or (II) a Change in Tax
                Law.

     (ii)   Liability. If:--

            (1) X is required by any applicable law, as modified by the practice
            of any relevant governmental revenue authority, to make any
            deduction or withholding in respect of which X would not be required
            to pay an additional amount to Y under Section 2(d)(i)(4);

            (2) X does not so deduct or withhold; and

            (3) a liability resulting from such Tax is assessed directly against
            X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.   Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)  Basic Representations.

     (i)    Status. It is duly organized and validly existing under the laws of
     the jurisdiction of its organization or incorporation and, if relevant
     under such laws, in good standing;

     (ii)   Powers. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorize such execution, delivery and performance;

     (iii)  No Violation or Conflict. Such execution, delivery and performance
     do not violate or conflict with any law applicable to it, any provision of
     its constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv)   Consents. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and
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     (v)    Obligations Binding. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganization, insolvency,
     moratorium or similar laws affecting creditors' rights generally and
     subject, as to enforceability, to equitable principles of general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).

(b)  Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material aspect.

(e)  Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.   Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)  Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

     (i)    any forms, documents or certificates relating to taxation specified
     in the Schedule or any Confirmation;

     (ii)   any other documents specified in the Schedule or any Confirmation;
     and

     (iii)  upon reasonable demand by such other party, any form or document
     that may be required or reasonably requested in writing in order to allow
     such other party or its Credit Support Provider to make a payment under
     this Agreement or any applicable Credit Support Document without any
     deduction or withholding for or on account of any Tax or with such
     deduction or withholding at a reduced rate (so long as the completion,
     execution or submission of such form or document would not materially
     prejudice the legal or commercial position of the party in receipt of such
     demand), with any such form or document to be accurate and completed in a
     manner reasonably satisfactory to such other party and to be executed and
     to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  Maintain Authorizations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.
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(c)  Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organized, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.


5.   Events of Default and Termination Events

(a)  Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

     (i)    Failure to Pay or Deliver. Failure by the party to make, when due,
     any payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii)   Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii)  Credit Support Default.

            (1)  Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any applicable
            grace period has elapsed;

            (2)  the expiration or termination of such Credit Support Document
            or the failing or ceasing of such Credit Support Document to be in
            full force and effect for the purpose of this Agreement (in either
            case other than in accordance with its terms) prior to the
            satisfaction of all obligations of such party under each Transaction
            to which such Credit Support Document relates without the written
            consent of the other party; or

            (3)  the party or such Credit Support Provider disaffirms,
            disclaims, repudiates or rejects, in whole or in part, or challenges
            the validity of, such Credit Support Document;

     (iv)   Misrepresentation. A representation (other than a representation
     under Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;
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     (v)    Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or an early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi)   Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however described) in
     respect of such party, any Credit Support Provider of such party or any
     applicable Specified Entity of such party under one or more agreements or
     instruments relating to Specified Indebtedness of any of them (individually
     or collectively) in an aggregate amount of not less than the applicable
     Threshold Amount (as specified in the Schedule) which has resulted in such
     Specified Indebtedness becoming, or becoming capable at such time of being
     declared, due and payable under such agreements or instruments, before it
     would otherwise have been due and payable or (2) a default by such party,
     such Credit Support Provider or such Specified Entity (individually or
     collectively) in making one or more payments on the due date thereof in an
     aggregate amount of not less than the applicable Threshold Amount under
     such agreements or instruments (after giving effect to any applicable
     notice requirement or grace period);

     (vii)  Bankruptcy. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party:--

            (1) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its creditors;
            (4) institutes or has instituted against it a proceeding seeking a
            judgment of insolvency or bankruptcy or any other relief under any
            bankruptcy or insolvency law or other similar law affecting
            creditors' rights, or a petition is presented for its winding-up or
            liquidation, and, in the case of any such proceeding or petition
            instituted or presented against it, such proceeding or petition (A)
            results in a judgment of insolvency or bankruptcy or the entry of an
            order for relief or the making of an order for its winding-up or
            liquidation or (B) is not dismissed, discharged, stayed or
            restrained in each case within 30 days of the institution or
            presentation thereof; (5) has a resolution passed for its winding-
            up, official management or liquidation (other than pursuant to a
            consolidation, amalgamation or merger); (6) seeks or becomes subject
            to the appointment of an administrator, provisional liquidator,
            conservator, receiver, trustee, custodian or other similar official
            for it or for all or substantially all its assets; (7) has a secured
            party take possession of all or substantially all its assets or has
            a distress, execution, attachment, sequestration or other legal
            process levied, enforced or sued on or against all or substantially
            all its assets and such secured party maintains possession, or any
            such process is not dismissed, discharged, stayed or restrained, in
            each case within 30 days thereafter; (8) causes or is subject to any
            event with respect to it which, under the applicable laws of any
            jurisdiction, has an analogous effect to any of the events specified
            in clauses (1) to (7) (inclusive); or (9) takes any action in
            furtherance of, or indicating its consent to, approval of, or
            acquiescence in, any of the foregoing acts; or

     (viii) Merger Without Assumption. The party or any Credit Support Provider
     of such party consolidates or amalgamates with, or merges with or into, or
     transfers all or substantially all its assets to, another entity and, at
     the time of such consolidation, amalgamation, merger or transfer:--

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or
<PAGE>

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its obligations under
            this Agreement.

(b)  Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event Upon Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:--

     (i)    Illegality. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party):--

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party to
            perform, any contingent or other obligation which the party (or such
            Credit Support Provider) has under any Credit Support Document
            relating to such Transaction;

     (ii)   Tax Event. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii)  Tax Event Upon Merger. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv)   Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or
<PAGE>

     (v)    Additional Termination Event. If any "Additional Termination Event"
     is specified in the Schedule or any Confirmation as applying, the
     occurrence of such event (and, in such event, the Affected Party or
     Affected Parties shall be as specified for such Additional Termination
     Event in the Schedule or such Confirmation).

(c)  Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

6.   Early Termination

(a)  Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)  Right to Terminate Following Termination Event.

     (i)   Notice. If a Termination Event occurs, an Affected Party will,
     promptly upon becoming aware of it, notify the other party, specifying the
     nature of that Termination Event and each Affected Transaction and will
     also give such other information about that Termination Event as the other
     party may reasonably require.

     (ii)  Transfer to Avoid Termination Event. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
     Tax Event occurs and there are two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv)  Right to Terminate.  If:--

           (1)  a transfer under Section 6(b)(ii) or an agreement under Section
           6(b)(iii), as the case may be, has not been effected with respect to
           all Affected Transactions within 30 days after an Affected Party
           gives notice under Section 6(b)(i); or
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           (2)  an Illegality under Section 5(b)(i)(2), a Credit Event Upon
           Merger or an Additional Termination Event occurs, or a Tax Event Upon
           Merger occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then continuing, designate
     a day not earlier than the day such notice is effective as an Early
     Termination Date in respect of all Affected Transactions.

(c)  Effect of Designation.

     (i)   If notice designating an Early Termination Date is given under
     Section 6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii)  Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount, if
     any, payable in respect of an Early Termination Date shall be determined
     pursuant to Section 6(e).

(d)  Calculations.

     (i)   Statement. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence of
     written confirmation from the source of a quotation obtained in determining
     a Market Quotation, the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii)  Payment Date. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e)  Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.
<PAGE>

     (i)   Events of Default. If the Early Termination Date results from an
     Event of Default:--

           (1)  First Method and Market Quotation. If the First Method and
           Market Quotation apply, the Defaulting Party will pay to the Non-
           defaulting Party the excess, if a positive number, of (A) the sum of
           the Settlement Amount (determined by the Non-defaulting Party) in
           respect of the Terminated Transactions and the Termination Currency
           Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
           over (B) the Termination Currency Equivalent of the Unpaid Amounts
           owing to the Defaulting Party.

           (2)  First Method and Loss. If the First Method and Loss apply, the
           Defaulting Party will pay to the Non-defaulting Party, if a positive
           number, the Non-defaulting Party's Loss in respect of this Agreement.

           (3)  Second Method and Market Quotation. If the Second Method and
           Market Quotation apply, an amount will be payable equal to (A) the
           sum of the Settlement Amount (determined by the Non-defaulting Party)
           in respect of the Terminated Transactions and the Termination
           Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting
           Party less (B) the Termination Currency Equivalent of the Unpaid
           Amounts owing to the Defaulting Party. If that amount is a positive
           number, the Defaulting Party will pay it to the Non-defaulting Party;
           if it is a negative number, the Non-defaulting Party will pay the
           absolute value of that amount to the Defaulting Party.

           (4)  Second Method and Loss. If the Second Method and Loss apply, an
           amount will be payable equal to the Non-defaulting Party's Loss in
           respect of this Agreement. If that amount is a positive number, the
           Defaulting Party will pay it to the Non-defaulting Party; if it is a
           negative number, the Non-defaulting Party will pay the absolute value
           of that amount to the Defaulting Party.

     (ii)  Termination Events. If the Early Termination Date results from a
     Termination Event:--

           (1)  One Affected Party. If there is one Affected Party, the amount
           payable will be determined in accordance with Section 6(e)(i)(3), if
           Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
           except that, in either case, references to the Defaulting Party and
           to the Non-defaulting Party will be deemed to be references to the
           Affected Party and the party which is not the Affected Party,
           respectively, and, if Loss applies and fewer than all the
           Transactions are being terminated, Loss shall be calculated in
           respect of all Terminated Transactions.

           (2)  Two Affected Parties.  If there are two Affected Parties:--

                (A)  if Market Quotation applies, each party will determine a
                Settlement Amount in respect of the Terminated Transactions, and
                an amount will be payable equal to (I) the sum of (a) one-half
                of the difference between the Settlement Amount of the party
                with the higher Settlement Amount ("X") and the Settlement
                Amount of the party with the lower Settlement Amount ("Y") and
                (b) the Termination Currency Equivalent of the Unpaid Amounts
                owing to X less (II) the Termination Currency Equivalent of the
                Unpaid Amounts owing to Y; and

                (B)  if Loss applies, each party will determine its Loss in
                respect of this Agreement (or, if fewer than all the
                Transactions are being terminated, in respect of all Terminated
                Transactions) and an amount will be payable equal to one-half of
                the difference between the Loss of the party with the higher
                Loss ("X") and the Loss of the party with the lower Loss ("Y").

          If the amount payable is a positive number, Y will pay it to X; if it
          is a negative number, X will pay the absolute value of that amount to
          Y.
<PAGE>

      (iii) Adjustment for Bankruptcy. In circumstances where an Early
      Termination Date occurs because "Automatic Early Termination" applies in
      respect of a party, the amount determined under this Section 6(e) will be
      subject to such adjustments as are appropriate and permitted by law to
      reflect any payments or deliveries made by one party to the other under
      this Agreement (and retained by such other party) during the period from
      the relevant Early Termination Date to the date for payment determined
      under Section 6(d)(ii).

      (iv)  Pre-Estimate. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate of
      loss and not a penalty. Such amount is payable for the loss of bargain and
      the loss of protection against future risks and except as otherwise
      provided in this Agreement neither party will be entitled to recover any
      additional damages as a consequence of such losses.

7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)   a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)   a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.    Contractual Currency

(a)   Payment in the Contractual Currency. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)   Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in
<PAGE>

connection with the purchase of or conversion into the Contractual Currency.

(c)   Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)   Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

9.    Miscellaneous

(a)   Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)   Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)   Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)   Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)   Counterparts and Confirmations.

      (i)  This Agreement (and each amendment, modification and waiver in
      respect of it) may be executed and delivered in counterparts (including by
      facsimile transmission), each of which will be deemed an original.

      (ii) The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall be entered into as soon as practicable
      and may be executed and delivered in counterparts (including by facsimile
      transmission) or be created by an exchange of telexes or by an exchange of
      electronic messages on an electronic messaging system, which in each case
      will be sufficient for all purposes to evidence a binding supplement to
      this Agreement. The parties will specify therein or through another
      effective means that any such counterpart, telex or electronic message
      constitutes a Confirmation.

(f)   No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)   Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.   Offices; Multibranch Parties

(a)   If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organization of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b)   Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.
<PAGE>

(c)   If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.   Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

12.   Notices

(a)   Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

      (i)   if in writing and  delivered in person or by courier,  on the date
      it is delivered;

      (ii)  if sent by  telex,  on the  date  the  recipient's  answerback  is
      received;

      (iii) if sent by facsimile transmission, on the date that transmission is
      received by a responsible employee of the recipient in legible form (it
      being agreed that the burden of proving receipt will be on the sender and
      will not be met by a transmission report generated by the sender's
      facsimile machine);

      (iv)  if sent by certified or registered mail (airmail, if overseas) or
      the equivalent (return receipt requested), on the date that mail is
      delivered or its delivery is attempted; or

      (v)   if  sent  by  electronic   messaging  system,  on  the  date  that
      electronic message is received,

unless the date of delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)   Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.   Governing Law and Jurisdiction

(a)   Governing  Law.  This  Agreement  will be governed by and  construed  in
accordance with the law specified in the Schedule.

(b)   Jurisdiction.  With respect to any suit, action or proceedings  relating
to this Agreement ("Proceedings"), each party irrevocably:--

      (i)  submits to the jurisdiction of the English courts, if this Agreement
      is expressed to be governed by English law, or to the non-exclusive
      jurisdiction of the courts of the State of New York and the United States
      District Court located in the Borough of Manhattan in New York City, if
      this Agreement is expressed to be governed by the laws of the State of New
      York; and
<PAGE>

      (ii) waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim that
      such Proceedings have been brought in an inconvenient forum and further
      waives the right to object, with respect to such Proceedings, that such
      court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)   Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

(d)   Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.   Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a)   in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)   in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c)   in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d)   in all other cases, the Termination Rate.
<PAGE>

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorization, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.
<PAGE>

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-
of-pocket expenses referred to under Section 11. A party will determine its Loss
as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference Market-
maker to enter into a transaction (the "Replacement Transaction") that would
have the effect of preserving for such party the economic equivalent of any
payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time (without regard to different
time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obligated to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.
<PAGE>

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organized, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement  Amount" means,  with respect to a party and any Early Termination
Date, the sum of:--

(a)   the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)   such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.
<PAGE>

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.
<PAGE>

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.


MORGAN GUARANTY TRUST COMPANY
OF NEW YORK                                    CAPITAL ONE MASTER TRUST
------------------------------------       -------------------------------------
         (Name of Party)                            (Name of Party)



                                          By:   The Bank of New York
                                              --------------------------------
                                              solely in its capacity as trustee
                                              and not in its individual capacity



By: /s/ Andrew D. Brown                   By: /s/ Scott J. Tepper
    --------------------------------          --------------------------------
   Name:  Andrew D. Brown                    Name:  Scott J. Tepper
   Title: Vice President                     Title: Assistant Treasurer
   Date:  11/28/00                           Date:  11/17/00
<PAGE>

                                    SCHEDULE
                                     to the
                                Master Agreement
                         dated as of November 28, 2000
                                    between
             MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("Party A"),

                                      and

                      THE BANK OF NEW YORK (the "Trustee")
                             acting as trustee for

The CAPITAL ONE MASTER TRUST ("Party B"), a trust formed pursuant to a pooling
and servicing agreement dated as of September 30, 1993 (as amended and
supplemented from time to time, the "Pooling and Servicing Agreement"), as
supplemented by the Series 2000-5 Supplement dated as of November 28, 2000 each
between Capital One Bank, as Seller and Servicer, and the Trustee (the Pooling
and Servicing Agreement, as so supplemented, the "Trust Agreement").


Part 1. Termination Provisions.

In this Agreement:

(a)     "Specified Entity" shall not apply for purposes of this Agreement.

(b)     "Specified Transaction" will have the meaning specified in Section 14 of
        this Agreement.

(c)     The "Breach of Agreement" provisions of Section 5(a)(ii), the
        "Misrepresentation" provisions of Section 5(a)(iv), the "Default under
        Specified Transaction" provisions of Section 5(a)(v), the "Cross
        Default" provisions of Section 5(a)(vi), the "Merger Without Assumption"
        provisions of Section 5(a)(viii), the "Tax Event" provisions of Section
        5(b)(ii), "Tax Event Upon Merger" provisions of Section 5(b)(iii), and
        the "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
        apply to Party A and will not apply to Party B. Solely after giving
        effect to an amendment pursuant to Section 10.08 of the Trust Agreement
        and solely with respect to payments required to be made by Party A,
        "third" in the final line of Section 5(a)(i) of this Agreement shall be
        replaced with "sixth".

(d)     The "Automatic Early Termination" provisions of Section 6(a) will not
        apply to Party A and will not apply to Party B.
<PAGE>

(e)  Payments on Early Termination.  For the purpose of Section 6(e) of this
     Agreement, Market Quotation and the Second Method will apply; provided,
                                                                   --------
     however, that in the case of an Event of Default with respect to Party A as
     -------
     the Defaulting Party or a Termination Event with respect to Party A as the
     sole Affected Party, the related Settlement Amount, if negative, will be
     deemed to be zero if the Market Quotation cannot be determined.

(f)  Market Quotation.  Notwithstanding anything to the contrary in the
     definition of Market Quotation in Section 14, in the case of an Event of
     Default with respect to Party A as the Defaulting Party or a Termination
     Event with respect to Party A as the sole Affected Party, the Market
     Quotation, if negative, will be deemed to be the negative quotation, if
     any, with the highest absolute value received from any Reference Market-
     maker, even if only one quotation is provided, with which Party B is able,
     using its best efforts, to enter into a Replacement Transaction even if
     Party B reasonably believes such Market Quotation would not produce a
     commercially reasonable result.

(g)  "Reference Market-maker" will not have the meaning specified in Section 14,
     but will instead mean the following:

          "Reference Market-maker" means five leading dealers in the relevant
          market selected by the party determining the Market Quotation in good
          faith (a) from among dealers which are rated not lower than investment
          grade by S&P and Moody's which satisfy the criteria that such party
          applies generally at that time in deciding whether to offer or make an
          extension of credit and (b) to the extent practicable, from among
          dealers having an office in the same city.

(h)  "Termination Currency" means United States Dollars ("USD").

Part 2.   Tax Representations.

(a)  Representations of Party A.
     --------------------------

     (1)  Payer Tax Representation.  For the purpose of Section 3(e) of this
          Agreement, Party A hereby makes the following representation:

          (i)  It is not required by any applicable law, as modified by the
               practice of any relevant governmental revenue authority, of any
               Relevant Jurisdiction to make any deduction or withholding for or
               on account of any Tax from any payment (other than interest under
               Sections 2(e), 6(d)(ii) and 6(e) of this Agreement) to be made by
               it to Party B under this Agreement.  In making this
               representation, it may rely on:

               (a)  the accuracy of any representations made by Party B pursuant
                    to Section 3(f) of this Agreement;

                                       2
<PAGE>

               (b)  the satisfaction of the agreement of Party B contained in
                    Section 4(a)(i) or 4(a)(iii) of this Agreement and the
                    accuracy and effectiveness of any document provided by Party
                    B pursuant to Section 4(a)(i) or 4(a)(iii) of this
                    Agreement; and

               (c)  the satisfaction of the agreement of Party B contained in
                    Section 4(d) of this Agreement,

               provided that it shall not be a breach of this representation
               --------
               where reliance is placed on clause (b) and Party B does not
               deliver a form or document under Section 4(a)(iii) of this
               Agreement by reason of material prejudice to its legal or
               commercial position.

          (ii) It (A) is entering into such Swap Transaction in the ordinary
               course of its trade as, and is, either (x) a recognized U.K. bank
               of (y) a recognized U.K. swaps dealer (in either case (x) or
               (y)), for purposes of the United Kingdom Inland Revenue Extra
               Statutory Concession on interest and currency swaps dated April
               14, 1989), and (B) will bring into account payments made and
               received in respect of such Swap Transaction in computing its
               income for United Kingdom tax purposes.

     (2)  Payee Tax Representations.  For the purpose of Section 3(f) of this
          Agreement, Party A makes the representations specified below:

          (i)  It (A) is entering into such Swap Transaction in the ordinary
               course of its trade as, and is, either (x) a recognized U.K. bank
               or (y) a recognized U.K. swaps dealer (in either case (x) or
               (y)), for purposes of the United Kingdom Inland Revenue Extra
               Statutory Concession on interest and currency swaps dated April
               14, 1989), and (B) will bring into account payments made and
               received in respect of such Swap Transaction in computing its
               income for United Kingdom tax purposes.

          (ii) It (A) is a banking corporation or is organized under the laws of
               the State of New York and (B) is a domestic corporation within
               the meaning of Sections 7701(a)(3) and 7701(a)(4) of the United
               States Internal Revenue Code.

(b)  Representations of Party B.
     --------------------------

     (1)  Payer Tax Representation.  For the purpose of Section 3(e) of this
          Agreement, Party B hereby makes the following representation:

          It is not required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, of any Relevant
          Jurisdiction to make any deduction or withholding for or on account of
          any Tax from any payment (other than interest

                                       3
<PAGE>

          under Sections 2(e), 6(d)(ii) and 6(e) of this Agreement) to be made
          by it to Party A under this Agreement. In making this representation,
          it may rely on:

          (i)   the accuracy of any representation made by Party A pursuant to
                Section 3(f) of this Agreement;

          (ii)  the satisfaction of the agreement of Party A contained in
                Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy
                and effectiveness of any document provided by Party A pursuant
                to Section 4(a)(i) or 4(a)(iii) of this Agreement; and

          (iii) the satisfaction of the agreement of Party A contained in
                Section 4(d) of this Agreement,

          provided that it shall not be a breach of this representation where
          --------
          reliance is placed on clause (ii) and Party A does not deliver a form
          or document under Section 4(a)(iii) of this Agreement by reason of
          material prejudice to its legal or commercial position.

     (2)  Payee Tax Representations.  For the purpose of Section 3(f) of this
          Agreement, Party B makes the representation specified below:

          (i)  For United States federal income tax purposes it is a "United
               States Person" as defined in (S) 7701(a)(30) of the Internal
               Revenue Code.

Part 3.   Agreement to Deliver Documents.

     For the purpose of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each
     party agrees to deliver the following documents, as applicable:

     (a)  Tax forms, documents or certificates to be delivered are:

                                       4
<PAGE>

<TABLE>
<CAPTION>
=================================================================================================================
Party required to                                                 Date by which         Covered by Section
 deliver document           Form/Document/Certificate            to be delivered        3(d) Representation
------------------          -------------------------            ---------------        -------------------
-----------------------------------------------------------------------------------------------------------------
<S>                    <C>                                   <C>                      <C>
Party B                Any form or document that may be      Promptly upon            Yes
                       reasonably requested, and that        reasonable demand by
                       Party B is eligible to provide, in    the other party.
                       order to allow the requesting party
                       to make a payment without (or with
                       reduced) withholding Tax.
-----------------------------------------------------------------------------------------------------------------
Party A                An accurate and complete signed       (i) Concurrently with    Yes
                       copy of Internal Revenue Service      the execution and
                       Form W-9 (or any successor thereto)   delivery of this
                       and all other related forms           Agreement and the
                       (including any certificate with       Confirmation, (ii)
                       respect thereto) as Party B may       prior to the
                       reasonably request.                   expiration of the
                                                             immediately preceding
                                                             form that was in full
                                                             force and effect, and
                                                             (iii) at any time that
                                                             a change in
                                                             circumstances renders
                                                             the preceding form
                                                             inaccurate or
                                                             incomplete in any
                                                             material respect.
=================================================================================================================
</TABLE>

                                       5
<PAGE>

     (b)  Other documents to be delivered are:

<TABLE>
<CAPTION>
=================================================================================================================
Party required to       Form/Document/                  Date by which to be                Covered by
 deliver document       Certificate                          delivered                    Section 3(d)
 ----------------       -----------                          ---------                    ------------
=================================================================================================================
<S>                     <C>                             <C>                               <C>
Party A                 Opinions of  counsel for        Upon execution of                 Yes
                        Party A substantially in        this Agreement
                        the form of Exhibit A to
                        this Schedule
-----------------------------------------------------------------------------------------------------------------
Party A                 An incumbency                   Upon execution of                 Yes
                        certificate with respect        this Agreement
                        to the signatory of this
                        Agreement
-----------------------------------------------------------------------------------------------------------------
Party B                 An opinion of counsel           Upon execution of                 Yes
                        for Party B                     this Agreement
                        substantially in the
                        form of Exhibit B to
                        this Schedule
-----------------------------------------------------------------------------------------------------------------
Party B                 An incumbency                   Upon execution of                 Yes
                        certificate with respect        this Agreement
                        to the signatory of this
                        Agreement
-----------------------------------------------------------------------------------------------------------------
Party B                 Documentary evidence of         Upon execution of                 Yes
                        authority of The Bank of        this Agreement
                        New York, as Trustee, to
                        act on behalf of Party B
=================================================================================================================
</TABLE>

                                       6
<PAGE>

Part 4.   Miscellaneous.

(a)  Addresses for Notices.  For the purpose of Section 12(a):

     Address for all notices or communications to Party A (other than notices
     under Sections 5 and 6):

     Address:  Morgan Guaranty Trust Company of New York
               60 Wall Street
               New York, New York 10260
               Attention:  Global Swaps
               Facsimile No.:  (212) 648-5922

     All notices or communications to Party A under Section 5 or 6 shall be
     effective only if given in writing and delivered in person or by courier,
     on the date it is delivered, which notice or communication shall have been
     personally delivered to Party A's Head of Swaps Marketing, Head of Swaps
     Trading or Head of U.S. Dollar Swaps Book in New York at the address set
     forth below:

     Address:  Morgan Guaranty Trust Company of New York
               60 Wall Street
               New York, New York 10260

     Address for notices or communications to Party B:

     Address:  Capital One Master Trust
               c/o The Bank of New York, as Trustee
               101 Barclay Street - 12E
               New York, New York 10286
               Attention:     Corporate Trust Department
               Telephone No.: (212) 815-5738
               Facsimile No.: (212) 815-5544

                                       7
<PAGE>

     with a copy to:

               Capital One Master Trust
               Capital One Bank, as Servicer
               8000 Jones Branch Drive
               Suite 200
               McLean, Virginia  22102
               Attention:  Director of Securitization
               Telephone No.:  (703) 875-1305
               Facsimile No.:  (703) 875-1389

     with a copy to:

               Capital One Bank
               8000 Jones Branch Drive
               Suite 200
               McLean, Virginia  22102
               Attention:  General Counsel
               Telephone No.:  (703) 875-1490
               Facsimile No.:  (703) 875-1589

     For all purposes.

(b)  Process Agent.  For the purpose of Section 13(c):

     Party A appoints as its Process Agent:  Not applicable.

     Party B appoints as its Process Agent:  Not applicable.

(c)  Offices.  The provisions of Section 10(a) will apply to this Agreement.

(d)  Multibranch Party.  For the purpose of Section 10(c) of this Agreement:

     Party A is a Multibranch Party and may act through its London, New York and
     Tokyo Offices.

     Party B is not a Multibranch Party.

(e)  Calculation Agent.  The Calculation Agent is the Trustee, unless otherwise
     specified in a Confirmation in relation to the relevant Transaction.

(f)  Credit Support Document.  Details of any Credit Support Document:

     In the case of Party A: Not applicable.

                                       8
<PAGE>

     In the case of Party B: Not applicable.

(g)  Credit Support Provider.

     In relation to Party A: Not applicable

     In relation to Party B: Not applicable

(h)  Governing Law.  This Agreement will be governed by and construed in
     accordance with the laws of the State of New York (without reference to
     choice of law doctrine but without prejudice to the provisions of Section
     5-1401 of the General Obligations Law of the State of New York).

(i)  Netting of Payments.  Subparagraph (ii) of Section 2(c) of this Agreement
     will apply to any of the Transactions.

(j)  "Affiliate" will have the meaning specified in Section 14 of this
     Agreement, except that with respect to Party B there shall be deemed to be
     no Affiliates.

(k)  Amendments.  Party B shall give Moody's Investors Service, Inc. ("Moody's")
     notice of any amendment to this Agreement as soon as practicable
     thereafter.  Standard & Poor's Ratings Services ("S&P") shall provide Party
     B with prior written confirmation that any amendment to this Agreement that
     materially adversely affects the interests of the Series 2000-5
     Certificateholders will not result in the withdrawal or reduction of S&P's
     then-current rating of the Series 2000-5 Certificates (as such terms are
     defined in the Trust Agreement).

Part 5.   Other Provisions.

(a)  Confirmation.  Each Confirmation supplements, forms part of, and will be
     read and construed as one with, this Agreement.  A form of Confirmation is
     set forth as Exhibit C hereto.

(b)  Waiver of Trial By Jury.  Each party waives, to the fullest extent
     permitted by applicable law, any right it may have to a trial by jury in
     respect of any suit, action or proceeding relating to this Agreement.  Each
     party (i) certifies that no representative, agent or attorney of the other
     party has represented, expressly or otherwise, that such other party would
     not, in the event of such a suit, action or proceeding, seek to enforce the
     foregoing waiver and (ii) acknowledges that it and the other party have
     been induced to enter this Agreement by, among other things, the mutual
     waivers and certifications in this Section.

(c)  Non-Petition.  Party A hereby agrees that it will not bring any action
     (whether in bankruptcy or otherwise) against Party B in any court prior to
     the date which is one year and one day after all Investor Certificates (as
     such term is defined in the Pooling and

                                       9
<PAGE>

     Servicing Agreement), including all collateral interests and class C
     interests, of Party B have been paid in full.

(d)  Assignment.  In the event the long-term senior unsecured debt rating of
     Party A is lowered to below the category of BBB- by S&P or Baa3 by Moody's
     or such rating agencies' then equivalent ratings, or such ratings are
     withdrawn by either S&P or Moody's, the Trustee shall direct Party A to
     assign and delegate (which may require Party A to incur a loss) its rights
     and obligations under any Transaction to a replacement counterparty.  Party
     B shall give Moody's notice of the replacement counterparty as soon as
     practicable thereafter.  S&P shall provide Party B with prior written
     confirmation that any such assignment and delegation that materially
     adversely affects the interests of the Series 2000-5 Certificateholders
     will not result in the withdrawal or reduction of S&P's then-current rating
     of the Series 2000-5 Certificates (as such terms are defined in the Trust
     Agreement).

(e)  Provision for Payments from Party B.  Notwithstanding anything contained in
     this Agreement to the contrary, any amount required to be paid by Party B
     pursuant to this Agreement will be payable only to the extent provided in
     subsections 4.05(a)(ii) and 4.12(b) of the Trust Agreement (as each such
     term is defined in the Confirmation).  Except as expressly provided in Part
     5(j) below, the Trustee shall not be required to expend or risk its own
     funds or otherwise incur any liability in connection with this Agreement,
     and Party A shall not bring any claim whatsoever against the Trustee in its
     individual capacity or against the assets of the Trustee (other than the
     assets of the Trust).

(f)  Definition of Trustee.  For purposes of this Agreement the term "Trustee"
     shall mean The Bank of New York as trustee for Party B.

(g)  Relationship Between Parties.  Each party will be deemed to represent to
     the other party on the date on which it enters into this Agreement that
     (absent a written agreement between the parties that expressly imposes
     affirmative obligations to the contrary):

     (i)   Non-Reliance. It is acting for its own account, and it has made its
     own independent decisions to enter into this Agreement and as to whether
     this Agreement is appropriate or proper for it based upon its own judgment
     and upon advice from such advisers as it has deemed necessary. It is not
     relying on any communication (written or oral) of the other party as
     investment advice or as a recommendation to enter into this Agreement; it
     being understood that information and explanations related to the terms and
     conditions of this Agreement shall not be considered investment advice or a
     recommendation to enter into this Agreement. No communication (written or
     oral) received from the other party shall be deemed to be an assurance or
     guarantee as to the expected results of this Agreement.

     (ii)  Assessment and Understanding. It is capable of assessing the merits
     of and understanding (on its own behalf or through independent professional
     advice), and understands and accepts, the terms, conditions and risks of
     this Agreement. It is also capable of assuming, and assumes, the risks of
     this Agreement.

                                      10
<PAGE>

     (iii) Status of Parties. The other party is not acting as a fiduciary for
     or as adviser to it in respect of this Agreement.

(h)  Additional Representations.  Each of Party A and Party B represents that it
     is an "eligible swap participant" as defined in Commodities Futures Trading
     Commission Rule 35.1(b)(2) (17 C.F.R. 35(b)(2)).

(i)  Negative Interest Rates.  Party A and Party B agree that:

     if, with respect to a Calculation Period for a Transaction, a party ("X")
     is obligated to pay a Floating Amount that is a negative number (either by
     reason of a negative Floating Rate or the subtraction of a Spread from the
     Floating Rate), the Floating Amount with respect to X for that Calculation
     Period will be deemed to be zero, and the other party ("Y") will pay to X
     the absolute value of the negative Floating Amount, in addition to any
     amounts otherwise owed by Y to X, on the Payment Date such Floating Amount
     would have been payable if it had been a positive number. Any amounts paid
     by Y to X pursuant to this provision will be paid to such account as X may
     designate (unless Y gives timely notice of a reasonable objection to such
     designation) in the currency in which that Floating Amount would have been
     paid if it had been a positive number (and without regard to the currency
     in which Y is otherwise obligated to make payments).

(j)  Limited Recourse.  It is expressly understood and agreed by the parties
     hereto that (i) this Agreement and each Transaction entered into pursuant
     to this Agreement is entered into by The Bank of New York, not individually
     or personally but solely as Trustee of the Capital One Master Trust (the
     "Trust") in the exercise of the powers and authority conferred and vested
     in it, (ii) the representations, undertakings and agreements herein made on
     the part of the Trust are made and intended not as personal
     representations, undertakings and agreements by the Trustee but are made
     and intended for the purpose of binding only the Trust, (iii) nothing
     herein contained shall be construed as creating any liability on the
     Trustee on the part of the Trust, individually or personally, to perform
     any covenant either expressed or implied herein, all such liability, if
     any, being expressly waived by the parties who are signatories to this
     Agreement and by any Persons claiming by, through or under such parties;
     provided, however, that the Trustee shall be liable in its individual
     --------  -------
     capacity for its own willful misconduct or gross negligence and (iv) under
     no circumstances shall the Trustee be personally liable for the payment of
     any indebtedness or expenses of the Trust or be liable for the breach or
     failure of any obligation, representation, warranty or covenant made or
     undertaken by the Trust under this Agreement.

                                      11
<PAGE>

The parties executing this Schedule have executed the Master Agreement and have
agreed as to the contents of this Schedule.



                                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK



                                   By: /s/ Andrew D. Brown
                                      -------------------
                                   Name:  Andrew D. Brown
                                   Title: Vice President

                                   THE BANK OF NEW YORK, solely in its capacity
                                   as trustee for the CAPITAL ONE MASTER TRUST
                                   and not in its individual capacity



                                   By: /s/ Scott J. Tepper
                                      -------------------
                                   Name:  Scott J. Tepper
                                   Title: Assistant Treasurer

                                      12
<PAGE>

                             EXHIBIT A to Schedule



Capital One Master Trust
c/o The Bank of New York
101 Barclay Street
New York, New York 10286

Attention:  Kelly Sheahan-Paci

Dear Ladies and Gentlemen:

This opinion is furnished to you in connection with the Master Agreement (the
"Agreement") between Morgan Guaranty Trust Company of New York ("Morgan") and
___________ (the "Counterparty") dated as of ___________.  Terms defined in the
Agreement and used but not defined herein have the meanings given to them in the
Agreement.

I am Vice President and Assistant General Counsel of Morgan and have represented
Morgan in connection with the Agreement and the transactions contemplated
thereby.  In connection with the delivery of this opinion, I have examined (a)
executed copies of the Agreement and (b) copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments, and have conducted such
investigation of fact and law, as I have deemed necessary or appropriate for the
opinions expressed herein.  In rendering the opinions expressed below, I have
assumed the due authorization, execution and delivery of the Agreement by each
of the parties thereto other than Morgan and I have assumed and have not
verified that the signatures (other than signatures of officers of Morgan) on
all documents that I have examined are genuine.

Based on the foregoing, I am of the opinion that:

(1)  Morgan is a banking corporation, duly organized, validly existing and in
     good standing under the laws of the State of New York.

(2)  Morgan has full corporate power and authority to execute and deliver the
     Agreement and to perform its obligations thereunder and the Agreement has
     been duly authorized, executed and delivered by Morgan.

(3)  No consents, authorizations or approvals are required for the execution and
     delivery by Morgan of the Agreement and the performance of its obligations
     thereunder, and no other action by, and no notice to or filing with, any
     governmental authority or regulatory body is required for such execution,
     delivery or performance.

(4)  The execution, delivery and performance by Morgan of the Agreement do not
     and will not contravene any law or governmental regulation or order
     presently binding on Morgan or its articles of incorporation or bylaws or
     contravene any provision of or constitute a default
<PAGE>

     under any indenture, contract or other instrument to which Morgan is a
     party or by which Morgan is bound.

(5)  The Agreement constitutes the legal, valid and binding obligation of Morgan
     enforceable in accordance with its terms (except as enforcement thereof may
     be limited by bankruptcy, reorganization, insolvency, moratorium or other
     laws affecting the enforcement of creditors' rights generally and by
     general equitable principles).

With respect to clause (5) above, I express no opinion regarding the legality,
validity, binding effect or enforceability of Section 6(e) of the Agreement
insofar as it purports to obligate a party, on termination of the Agreement, to
pay an amount in excess of that measured by the lowest quotation from a
Reference Market-maker.  In addition, in connection with any such Early
Termination on the grounds of default, a court might limit the non-defaulting
party's recovery to its actual damages in the circumstances, imposing its own
settlement procedures in lieu of the provisions of Section 6(e) of the
Agreement.

I am a member of the bar of the State of New York and the opinions expressed
herein are limited to the laws of the State of New York and the Federal laws of
the United States of America.

I am furnishing this letter to you in my capacity as Counsel for Morgan and this
opinion may not be relied upon by or furnished to any other person without my
prior written consent.

                                                       Very truly yours,
<PAGE>

                             EXHIBIT B to Schedule

                    [Form of Opinion of Counsel for Trustee]
<PAGE>

                             EXHIBIT C to Schedule


Date:     November 28, 2000

To:       The Bank of New York acting as
          Trustee for the
          Capital One Master Trust

          Telephone:  (212) 815-5738
          Telecopier: (212) 815-5544

From:     Morgan Guaranty Trust Company of New York

Subject:  Swap Transaction

          The purpose of this communication is to set forth the terms and
conditions of the swap transaction entered into on the Trade Date referred to
below (the "Swap Transaction"), between THE BANK OF NEW YORK (the "Trustee")
acting as trustee for the CAPITAL ONE MASTER TRUST ("Party B"), but only as
relates to the Series 2000-5 Class A Floating Rate Asset Backed Certificates
(the "Trust") and Morgan Guaranty Trust Company of New York ("Party A").  This
communication constitutes a "Confirmation" as referred to in the Swap Agreement
specified below.

     This Confirmation supplements, forms part of, and is subject to, the Master
Agreement dated as of November 28, 2000 between Party A and Party B (the "Master
Agreement").  All provisions contained in, or incorporated by reference to, such
Master Agreement shall govern this Confirmation except as expressly modified
below.

     This Confirmation and the Schedule to the Master Agreement (the "Schedule")
each incorporate the definitions and provisions contained in (i) the 1991 ISDA
Definitions (as supplemented by the 1998 Supplement) (as published by the
International Swaps and Derivatives Association, Inc.) (the "Definitions"),
without regard to any amendment to the Definitions subsequent to the date
hereof, and (ii) the Series 2000-5 Supplement dated as of November 28, 2000 (the
"Supplement") to the Pooling and Servicing Agreement dated as of September 30,
1993 by and between Capital One Bank, as Seller and Servicer, and The Bank of
New York, as Trustee (as amended, the "Pooling and Servicing Agreement",
together with the Supplement, the "Trust Agreement"), and relating to the Trust,
Series 2000-5 ("Series 2000-5") and, in particular, for the purposes hereof, the
Class A Floating Rate Asset Backed Certificates, Series 2000-5 (the "Class A
Certificates").  In the event of any inconsistency between the definitions in
the Supplement and any of the Definitions, the Schedule or this Confirmation,
the definitions in the Supplement will govern; in the event of any inconsistency
between this Confirmation and either the Schedule or the Definitions, this
Confirmation will govern; and in the event of any inconsistency between the
Schedule and the Definitions, the Schedule will govern.
<PAGE>

          The terms of this particular Swap Transaction to which this
Confirmation relates are as follows:

     Trade Date:                      November 28, 2000

     Effective Date:                  November 28, 2000

     Termination Date:                The earlier of (i) the date on which the
                                      Notional Amount is zero and (ii) the
                                      October 2003 Distribution Date.

     Expected Final Payment Date      The October 2003 Distribution Date.

Fixed Amounts:

     Fixed Rate Payer:                Party B.

     Fixed Rate:                      6.6557%.

     Fixed Amount for Initial Fixed
     Rate Payer Payment Date:         $3,192,078.

     Fixed Amount:                    For each Fixed Rate Payer Payment Date
                                      other than the initial Fixed Rate Payer
                                      Payment Date, an amount calculated on a
                                      formula basis for that Fixed Rate Payer
                                      Payment Date as follows:

                                                     Fixed Rate
                                      Fixed       =  Notional  x  Fixed
                                      Amount         Amount       Rate
                                                     ------------------
                                                             12

     Fixed Rate Notional Amount:      For the initial Fixed Rate Payer Payment
                                      Date, $1,015,625,000 (the initial
                                      outstanding principal balance of the Class
                                      A Certificates), and for each Fixed Rate
                                      Payer Payment Date thereafter the
                                      outstanding principal balance of Class A
                                      Certificates as of the Record Date
                                      immediately preceding such Fixed Rate
                                      Payer Payment Date.

     Fixed Rate Payer Payment
     Dates:                           Each Distribution Date.

     Distribution Date:               The fifteenth (15th) day of each calendar
                                      month, commencing December 15, 2000, or,
                                      if such day is not a Business Day, the
                                      next following Business Day.

Floating Amounts:

     Floating Rate Payer:             Party A.

     Calculation Periods:             For the initial Floating Rate Payer
                                      Payment
<PAGE>

                                      Date, the period from and including the
                                      Effective Date through the day preceding
                                      the first Distribution Date; and for each
                                      Floating Rate Payer Payment Date
                                      thereafter, each Calculation Period will
                                      be the period from and including the
                                      previous Distribution Date through the day
                                      preceding the current Distribution Date.

     Floating Rate Payer Payment
     Dates:                           Each Distribution Date.

     Floating Rate Option:            USD-LIBOR-BBA; provided, however, that the
                                                     --------  -------
                                      definition of "USD-LIBOR-Reference Banks"
                                      is hereby amended (i) to replace the
                                      penultimate use of "that Reset Date" in
                                      the last sentence of the definition of
                                      "USD-LIBOR-Reference Bank" with "the day
                                      that is two London Banking Days preceding
                                      that Reset Date" and (ii) to replace each
                                      use of "Calculation Agent" in the
                                      definition of "USD-LIBOR-Reference Banks"
                                      with "Servicer."

     Reset Dates:                     Means, with respect to each Floating Rate
                                      Payer Payment Date after the initial
                                      Floating Rate Payer Payment Date, the
                                      first day of the related Calculation
                                      Period for such Floating Rate Payer
                                      Payment Date.

     Designated Maturity:             One month.

     Floating Rate Spread:

     Floating Amount for Initial
     Floating Rate Payer Payment
     Date:                            $3,220,518.66.

     Floating Rate Notional Amount:   For the initial Floating Rate Payer
                                      Payment Date, $1,015,625,000 (the initial
                                      outstanding principal balance of the Class
                                      A Certificates), and for each Floating
                                      Rate Payer Payment Date thereafter the
                                      outstanding principal balance of the Class
                                      A Certificates as of the Record Date
                                      immediately preceding such Floating Rate
                                      Payer Payment Date.

     Floating Rate Day Count
     Fraction:                        Actual/360.

     Compounding:                     Not Applicable.

     Calculation Agent:               Trustee.

     Business Days:                   New York and Richmond, Virginia.
<PAGE>

     Credit Support Document:         Not Applicable.

     Governing Law:                   New York.

     Offices:                         Party A is a Multibranch Party and may act
                                      through its London, New York and Tokyo
                                      Offices.

                                      Party B is not a Multibranch Party.

     Payment Instructions             Morgan Guaranty Trust Co of New York
     for Party A USD:                 ABA 021000238
                                      Favour: Morgan Guaranty Trust Co of New
                                      York, London Branch
                                      Account No.:  670-07-054
                                      Reference:  Swaps Group

     Payment Instructions             The Bank of New York, New York
     for the Trust in USD:            ABA# 021000018
                                      A/C of Capital One Master Trust
                                      Series 2000-5
                                      A/C#  052246

All inquiries regarding payments and/or rate resettings only should be sent to:
Morgan Guaranty Trust Company of New York
60 Victoria Embankment
London.  EC4Y0JP
Attention:  Derivatives Processing Center
Telephone:  011 44 171 325 3783
Facsimile:  011 44 171 325 7400
Telex:      896631 MGT G
Cable:      Morganbank
Please quote the Morgan Deal Number indicated above.

All inquiries regarding confirmations should be sent to:
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260
Attention:  Vola Grilli
Telephone:  1-212-648-6712
Facsimile:  1-212-648-5117
Please quote the Morgan Deal Number indicated above.
<PAGE>

Please confirm that the foregoing correctly sets forth the terms of our
agreement with respect to the Swap Transaction by signing in the space provided
below and sending a copy of the executed Confirmation to us.

It has been a pleasure working with you on this transaction and we look forward
to working with you again in the future.

                                   Very truly yours,

                                   J.P. MORGAN SECURITIES INC., as agent for
                                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK



                                   By:  /s/ Eric Miller
                                        ------------------------------
                                   Name:  Eric Miller
                                   Title: Associate


Agreed and Accepted by:

THE BANK OF NEW YORK, solely
in its capacity as trustee for the
CAPITAL ONE MASTER TRUST and not
in its individual capacity


By:    /s/ Scott J. Tepper
       ---------------------
Name:  Scott J. Tepper
Title: Assistant Treasurer