Common use of Designation Clause in Contracts

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Asset Backed Certificates, Series 1998-D (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D (the "Collateral Interest"). (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D I Certificates." The two classes shall be designated the Class A 5.806.90% Asset Backed Certificates, Series 19982000-D I (the "Class A Certificates") and the Class B Floating Rate 7.15% Asset Backed Certificates, Series 19982000-D I (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D I (the "Collateral Interest"). (b) Series 19982000-D I shall be included in Group One (as defined below). Series 19982000-D I shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series consisting of an Investor Certificates Certificate to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Asset Backed Certificates“Capital One Master Trust, Series 19982002-D (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, CC.” The Series 19982002-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which CC Certificate shall be known as the Collateral Interest“Asset Backed Certificate, Series 19982002-D CC.” The Series 2002-CC Certificate shall constitute a “security” within the meaning of (i) Article 8 of the "Collateral Interest")Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of New York and (ii) the Uniform Commercial Code of any other applicable jurisdiction that presently or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. (b) Series 19982002-D CC shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982002-D CC shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2002-CC shall be the November 2002 Distribution Date. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall be entitled govern. (d) This Supplement is the Series 2002-CC Supplement referred to in the benefits Transfer and Administration Agreement, dated as of October 9, 2002, among Capital One Multi-asset Execution Trust, as issuer, the Agreement Transferor, as transferor, Capital One Bank (USA), National Association, as administrator, and this Series Supplement upon payment by the Collateral Interest Holder The Bank of amounts owing on the Closing Date New York Mellon, as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except indenture trustee. (e) Except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest Series 2002-CC Certificate to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller Transferor intends and, together with the Collateral Interest HolderSeries 2002-CC Certificateholder, agrees to treat the Collateral Interest Series 2002-CC Certificate for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D A Certificates." The two classes shall be designated the Class A 5.807.35% Asset Backed Certificates, Series 19982000-D A (the "Class A Certificates") and the Class B Floating Rate 7.55% Asset Backed Certificates, Series 19982000-D A (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D A (the "Collateral Interest"). (b) Series 19982000-D A shall be included in Group One (as defined below). Series 19982000-D A shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "National City Credit Card Master Trust, Series 19982000-D Certificates1." The two classes Series 2000-1 Certificates shall be designated issued in two Classes, the first of which shall be known as the "Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D (1" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D (the "Class B Certificates"). 1." The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits EXHIBITS A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D 1 (the "Collateral InterestCOLLATERAL INTEREST"). (b) Series 19982000-D 1 shall be included in Group One (as defined below). Series 19982000-D 1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article ARTICLE VI and Article ARTICLE XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection SECTION 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section SECTION 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section SECTION 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. (d) Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2000-1 shall be the October 2000 Distribution Date and the first Monthly Period shall be the period from the Closing Date until September 30, 2000.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981999-D B Certificates." The two classes shall be designated the Class A 5.805.90% Asset Backed Certificates, Series 19981999-D B (the "Class A Certificates") and the Class B Floating Rate 6.20% Asset Backed Certificates, Series 19981999-D B (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981999-D B (the "Collateral Interest"). (b) Series 19981999-D B shall be included in Group One (as defined below). Series 19981999-D B shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981999-D J Certificates." The two classes shall be designated the Class A 5.807.00% Asset Backed Certificates, Series 19981999-D J (the "Class A Certificates") and the Class B Floating Rate 7.40% Asset Backed Certificates, Series 19981999-D J (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981999-D J (the "Collateral Interest"). (b) Series 19981999-D J shall be included in Group One (as defined below). Series 19981999-D J shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981999-D H Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981999-D H (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981999-D H (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981999-D H (the "Collateral Interest"). (b) Series 19981999-D H shall be included in Group One (as defined below). Series 19981999-D H shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "National City Credit Card Master Trust, Series 19982001-D Certificates1." The two classes Series 2001-1 Certificates shall be designated issued in two Classes, the first of which shall be known as the "Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982001-D (1" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D (the "Class B Certificates"). 1." The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits EXHIBITS A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982001-D 1 (the "Collateral InterestCOLLATERAL INTEREST"). (b) Series 19982001-D 1 shall be included in Group One (as defined below). Series 19982001-D 1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article ARTICLE VI and Article ARTICLE XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section SECTION 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section SECTION 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. (d) Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-1 shall be the March 2001 Distribution Date and the first Monthly Period shall be the period from the Closing Date until February 28, 2001.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981999-D E Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981999-D E (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981999-D E (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981999-D E (the "Collateral Interest"). (b) Series 19981999-D E shall be included in Group One (as defined below). Series 19981999-D E shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D L Certificates." The two classes shall be designated the Class A 5.806.50% Asset Backed Certificates, Series 19982000-D L (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D L (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D L (the "Collateral Interest"). (b) Series 19982000-D L shall be included in Group One (as defined below). Series 19982000-D L shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection Section 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a The Series of 1999-1 Investor Certificates to ----------- shall be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D Certificates." The two classes Classes, which shall be designated generally as the Floating Rate Class A 5.80% Asset Backed Certificates, Series 19981999-D (the "Class A Certificates") 1 and the Floating Rate Class B Floating Rate Asset Backed Certificates, Series 19981999-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively1. In addition, there is hereby created authorized a third Class of which constitutes an uncertificated interest in the Trust Trust, which shall be deemed to be an "Investor Certificate" for all purposes under the Pooling and Servicing Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981999-D (1 and have the "rights assigned to the Collateral Interest")Interest in this Series Supplement. (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Pooling and Servicing Agreement, shall be entitled to the benefits of the Pooling and Servicing Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Pooling and Servicing Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, Interest and (ii) the provisions Opinion of Section 3.07 Counsel specified in clause (d) of the sixth sentence of subsection 6.9(b) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustInterest.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes Classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D 1 Certificates." The two classes shall be designated the Class A 5.806.15% Asset Backed Certificates, Series 19981997-D 1 (the "Class A Certificates") and the Class B Floating Rate 6.35% Asset Backed Certificates, Series 19981997-D 1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 heretoA-2, respectively. In addition, there is hereby created a third Class of which constitutes an uncertificated interest in the Trust which Trust, shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D (1 and have the "rights assigned to the Collateral Interest")Interest in this Series Supplement. (b) Series 19981997-D 1 shall be included in Group One (as defined below)I, which shall be a Reallocation Group in which all Series shall also be Excess Allocation Series. Series 19981997-D 1 shall be a Principal Sharing Series. Series 1997-1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2000-4." The Series 2000-4 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D (4" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 4." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982000-D (the 4."Collateral Interest"). (b) Series 19982000-D 4 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982000-D 4 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2000-4 shall be the November 2000 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion in Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D G Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D G (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D G (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D G (the "Collateral Interest"). (b) Series 19982000-D G shall be included in Group One (as defined below). Series 19982000-D G shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981999-D L Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981999-D L (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981999-D L (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981999-D L (the "Collateral Interest"). (b) Series 19981999-D L shall be included in Group One (as defined below). Series 19981999-D L shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to designated as "Household Affinity Credit Card Master Trust I, Series 1998-1". The Series 1998-1 Certificates shall be issued in two certificated Classes, the first of which shall be known together as the "Series 1998-D Certificates." The two classes shall be designated the Floating Rate Class A 5.80% Asset Backed Credit Card Participation Certificates, Series 1998-D (1", and the second of which shall be known as the "Class A Certificates") and the Floating Rate Class B Floating Rate Asset Backed Credit Card Participation Certificates, Series 1998-D (the 1"Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement and which shall be known as the "Collateral Interest, Series 1998-1". The Collateral Interest Holder shall be deemed to be the Series Enhancer for all purposes under the Agreement and this Series Supplement. (b) The Series 1998-1 Certificates shall be included in Group Three and shall be deemed to be "Investor Certificates" for all purposes under the Agreement and this Series Supplement. Notwithstanding any provision in the Agreement or in this Series Supplement, except the first Distribution Date with respect to Series 1998-1 shall be the [____________], 1998 Distribution Date. (c) Except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D (the "Collateral Interest"). (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and in no event shall clause (iic) the provisions of Section 3.07 of the Agreement shall not apply definition of "Tax Opinion" set forth in Section 19 hereof be operative with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustInterest.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2001-7." The Series 2001-7 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.803.85% Asset Backed Certificates, Series 19982001-D (7" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 7." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982001-D (the 7."Collateral Interest"). (b) Series 19982001-D 7 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982001-D 7 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-7 shall be the November 2001 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends Sellers intend and, together with the Collateral Interest Holder, agrees agree to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "“Series 19982002-D 1 Certificates." ” The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982002-D 1 (the "“Class A Certificates"”) and the Class B Floating Rate Asset Backed Certificates, Series 19982002-D 1 (the "“Class B Certificates"”). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 attached hereto, respectively. In addition, there is hereby created a third Class of which constitutes an uncertificated interest in the Trust which Trust, shall be deemed to be an "Investor Certificate" Certificate for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982002-D 1 (the "“Collateral Interest")”) and have the rights assigned to the Collateral Interest in this Series Supplement. (ba) Series 19982002-D 1 shall be included in Group One (as defined below). Series 19982002-D 1 shall not be subordinated to any other Series. (cb) The Collateral Interest Holder, as holder of an "“Investor Certificate" ” under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date pursuant to the Loan Agreement (as agreed to by the Seller and the Collateral Interest Holderdefined below). Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D (the "Collateral Interest"). (b) Series 19982000-D shall be included in Group One (as defined below). Series 19982000-D shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981996-D 1 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981996-D 1 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981996-D 1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 heretoA-2, respectively. In addition, there is hereby created a third Class of which constitutes an uncertificated interest in the Trust which Trust, shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981996-D (1 and have the "rights assigned to the Collateral Interest")Interest in this Series Supplement. (b) Series 19981996-D 1 shall be included in Group One (as defined below). Series 19981996-D 1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and ad surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Capital One Master Trust, Series 19982002-D Certificates3." The two classes Series 2002-3 Certificates shall be designated issued in two Classes, the Class A 5.80% Asset Backed Certificates, Series 1998-D (first of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982002-D (3" and the second of which shall be known as the "Class B 4.55% Asset Backed Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. Series 2002-3." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982002-D (the 3."Collateral Interest"). (b) Series 19982002-D 3 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982002-D 3 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2002-3 shall be the June 2002 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends Sellers intend and, together with the Collateral Interest Holder, agrees agree to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2000-2." The Series 2000-2 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.807.20% Asset Backed Certificates, Series 19982000-D (2" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate 7.35% Asset Backed Certificates, Series 19982000-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 2." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982000-D (the 2."Collateral Interest"). (b) Series 19982000-D 2 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982000-D 2 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2000-2 shall be the August 2000 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion in Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D F Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D F (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D F (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D F (the "Collateral Interest"). (b) Series 19982000-D F shall be included in Group One (as defined below). Series 19982000-D F shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D J Certificates." The two classes shall be designated the Class A 5.805.25% Asset Backed Certificates, Series 1998-D J (the "Class A Certificates") and the Class B Floating Rate 5.65% Asset Backed Certificates, Series 1998-D J (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D J (the "Collateral Interest"). (b) Series 1998-D J shall be included in Group One (as defined below). Series 1998-D J shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a The Series of 1997-2 Investor Certificates to shall be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D Certificates." The two classes Classes, which shall be designated generally as the Floating Rate Class A 5.80% Asset Backed Certificates, Series 19981997-D (the "Class A Certificates") 2 and the Floating Rate Class B Floating Rate Asset Backed Certificates, Series 19981997-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively2. In addition, there is hereby created authorized a third Class of which constitutes an uncertificated interest in the Trust Trust, which shall be deemed to be an "Investor Certificate" for all purposes under the Pooling and Servicing Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D (2 and have the "rights assigned to the Collateral Interest")Interest in this Series Supplement. (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Pooling and Servicing Agreement, shall be entitled to the benefits of the Pooling and Servicing Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Pooling and Servicing Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, Interest and (ii) the provisions Opinion of Section 3.07 Counsel specified in clause (d) of the sixth sentence of subsection 6.9(h) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustInterest.

Designation. (a) There is hereby created a Series of Investor ----------- Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D 3 Certificates." The two classes shall be designated the Class A 5.806.777% Index Amortizing Asset Backed Certificates, Series 19981997-D 3 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981997-D 3 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D 3 (the "Collateral Interest"). (b) Series 19981997-D 3 shall be included in Group One (as defined below). Series 19981997-D 3 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.,

Designation. (a) There is The Certificates authorized hereby created a shall be ----------- designated generally as the "Series of Investor 1997-1 Certificates". The Series 1997-1 Certificates to shall be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D Certificates." The two classes Classes, which shall be designated generally as the Floating Rate Class A 5.80% Asset Backed Certificates, Series 19981997-D (the "Class A Certificates") 1 and the Floating Rate Class B Floating Rate Asset Backed Certificates, Series 19981997-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively1. In addition, there is hereby created authorized a third Class of which constitutes an uncertificated interest in the Trust Trust, which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D (1 and have the "rights assigned to the Collateral Interest")Interest in this Series Supplement. (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Fleet Credit Card Master Trust II, Series 2001-A." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Asset Floating Rate Asset-Backed Certificates, Series 19982001-D (A," and the second Class shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Asset-Backed Certificates, Series 19982001-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. A." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and shall be in uncertificated form and which shall be known as the "Collateral Interest, Series 19982001-D (A." The Collateral Interest Holder shall be the "Collateral Interest").Series Enhancer for Series 2001-A. (b) Series 19982001-D A shall be included in Group One (as defined below)One. Series 19982001-D A shall be a Principal Sharing Series with respect to Group One only. Series 2001-A shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-A shall be the April 2001 Distribution Date, and references herein to the Monthly Period relating to the April 2001 Distribution Date shall mean the period from the Closing Date through the end of March 2001. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. 6 (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registrationexecution, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends andintends, and together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two three classes pursuant to the Pooling and Servicing Agreement and this Series Supplement and to be known together as the "Series 1998SERIES 1997-D Certificates." 1 CERTIFICATES". The two three classes shall be designated the Class A 5.80% Asset Backed Floating Rate Certificates, Series 19981997-D 1 (the "Class CLASS A CERTIFICATES"), the Collateral Investor Certificates, Series 1997-1 (the "COLLATERAL INVESTOR CERTIFICATES") and the Class B Floating Rate Asset Backed CertificatesSubordinated Transferor Certificate, Series 19981997-D 1 (the "Class B CertificatesSUBORDINATED TRANSFEROR CERTIFICATE"). The Class A Certificates, the Collateral Investor Certificates and the Class B Certificates Subordinated Transferor Certificate shall be substantially in the form of Exhibits A-1 and A-2 A-1, ▇-▇ ▇▇▇ A-3 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D (the "Collateral Interest"). (b) Series 19981997-D 1 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19981997-D 1 shall not be subordinated to any other Series.. SERIES 1997-1 SUPPLEMENT (c) The Class A Certificates, Collateral Interest Holder, Investor Certificates and the Subordinated Transferor Certificate shall be delivered in fully registered form as holder provided in Section 6.02 of an "the Pooling and Servicing Agreement. The Transferor shall execute and deliver the Series 1997-1 Certificates to the Trustee for authentication in accordance with Section 6.01 of the Pooling and Servicing Agreement. The Trustee shall deliver the Series 1997-1 Certificates when authenticated in accordance with Section 6.02 of the Pooling and Servicing Agreement. (d) The Collateral Investor Certificate" under the Agreement, Certificateholder shall be entitled to the benefits of the Agreement and this Series Supplement Transaction Documents upon payment by the Collateral Interest Holder Investor Certificateholder of amounts owing by it on the Closing Date as agreed pursuant to the Series 1997-1 Loan Agreement. (e) The Subordinated Transferor Certificate shall be retained by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustTransferor.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D J Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D 1997- J (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981997-D J (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D J (the "Collateral Interest"). (b) Series 19981997-D J shall be included in Group One (as defined below). Series 19981997-D J shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection Section 6.09(b)(d)(i) and clauses clause (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D M Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981997-D M (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981997-D M (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D M (the "Collateral Interest"). (b) Series 19981997-D M shall be included in Group One (as defined below). Series 19981997-D M shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection Section 6.09(b)(d)(i) and clauses clause (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Fleet Credit Card Master Trust II, Series 1999-C." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.806.90% Asset Backed Certificates, Series 19981999-D (C," and the second Class shall be known as the "Class A Certificates") and the Class B Floating Rate 7.20% Asset Backed Certificates, Series 19981999-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. C." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and shall be in uncertificated form and which shall be known as the "Collateral Interest, Series 19981999-D (C." The Collateral Interest Holder shall be the "Collateral Interest").Series Enhancer for Series 1999-C. (b) Series 19981999-D C shall be included in Group One (as defined below)One. Series 19981999-D C shall be a Principal Sharing Series with respect to Group One only. Series 1999-C shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 1999-C shall be the December 15, 1999 Distribution Date, and references herein to the Monthly Period relating to the December 15, 1999 Distribution Date shall mean the period from the Closing Date through the end of November 1999. (cd) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registrationexecution, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends andintends, and together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor ----------- Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together generally as the "Series 19981999-D A Certificates." The Series 1999-A -------------------------- Certificates shall be issued in two classes Classes which shall be designated generally as (i) the Class A 5.80% Variable Funding Asset Backed Certificates, Series 19981999-D A (the "Class A Certificates") and (ii) the Class B Floating Rate Variable Funding Asset Backed -------------------- Certificates, Series 19981999-D A (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is -------------------- hereby created a third Class of which constitutes an uncertificated interest in the Trust Trust, which shall be deemed to be an "Investor Certificate" for all purposes -------------------- under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981999-D (A, with such rights as are assigned to the "Collateral Interest")Interest in this Series Supplement. (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" -------------------- under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (iithe requirement of subsection 6.09(b) with respect to the provisions delivery of Section 3.07 an Opinion of Counsel that the Agreement shall not apply to cause the Collateral Interest to Investor Certificates be treated as debt for federal, state and local Federal income and franchise tax purposes, but rather the Seller intends and, together with purposes will not be applicable to the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustInterest.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Fleet Credit Card Master Trust II, Series 1999-D." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Asset Floating Rate Asset-Backed Certificates, Series 19981999-D (D," and the second Class shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Asset-Backed Certificates, Series 19981999-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. D." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and shall be in uncertificated form and which shall be known as the "Collateral Interest, Series 19981999-D (D." The Collateral Interest Holder shall be the "Collateral Interest").Series Enhancer for Series 1999-D. (b) Series 19981999-D shall be included in Group One (as defined below)One. Series 19981999-D shall be a Principal Sharing Series with respect to Group One only. Series 1999-D shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 1999-D shall be the December 15, 1999 Distribution Date, and references herein to the Monthly Period relating to the December 15, 1999 Distribution Date shall mean the period from the Closing Date through the end of November 1999. (cd) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registrationexecution, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends andintends, and together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2000-5." The Series 2000-5 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D (5" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 5." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982000-D (the 5."Collateral Interest"). (b) Series 19982000-D 5 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982000-D 5 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2000-5 shall be the December 2000 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion in Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D 5 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D 5 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D 5 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D 5 (the "Collateral Interest"). (b) Series 1998-D 5 shall be included in Group One (as defined below). Series 1998-D 5 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions Opinion of Counsel specified in clause (d) of the sixth sentence of Section 3.07 6.9(b) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather (iii) the Seller intends and, together with Tax Opinion specified in clause (e) of the sixth sentence of Section 6.9(b) of the Agreement shall address the effect of the issuance of the Collateral Interest Holderbut parts (a) and (c) of any such Tax Opinion shall not address, agrees or be required to treat the address, any tax consequences that shall result to any Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustHolder.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 1998-4". The Series 1998-4 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.805.43% Asset Backed Certificates, Series 1998-D (4" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 4." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the Collateral Interest"Class C Floating Rate Asset Backed Interests, Series 1998-D (the 4."Collateral Interest"). (b) Series 1998-D 4 shall be included in Group One (as defined below)and shall be a Principal Sharing Series and a Subordinated Excess Principal Series. Series 1998-D 4 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 1998-4 shall be the December 1998 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Class C Interest HolderHolders, as holder holders of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) Class C Interests. The Class C Interests shall be deemed to arise upon the provisions of Section 3.07 payment of the Agreement shall not apply amounts due on the Closing Date pursuant to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustLoan Agreement.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as “American Express Credit Account Master Trust, Series 201[ ]-[ ].” The Series 201[ ]-[ ] Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the “Class A 5.80% Series 201[ ]-[ ] [ %][Floating Rate] Asset Backed Certificates, Series 1998-D (the "Class A Certificates") ” and the second of which shall be known as the “Class B Series 201[ ]-[ ] [ %][Floating Rate Rate] Asset Backed Certificates, Series 1998-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. .” In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which shall be known as the “Collateral Interest, Series 201[ ]-[ ]” and which shall be deemed to be an "“Investor Certificate" Certificates” for all purposes under the Agreement and this Supplement other than for purposes of the definition of the term “Tax Opinion” in Section 1.01 of the Agreement. The Collateral Interest shall be considered a Class of Series 201[ ]-[ ] for all purposes of the Agreement and this Supplement, except as expressly provided herein, and which including for purposes of voting concerning the liquidation of the Trust pursuant to Section 9.01 of the Agreement. The Collateral Interest Holder shall be known as deemed to be the Collateral Interest, Series 1998-D (Enhancer for all purposes under the "Collateral Interest")Agreement and this Supplement. (b) Series 1998201[ ]-D [ ] shall be included in Group One (as defined below)[I/II] and shall be a Principal Sharing Series. Series 1998201[ ]-D [ ] shall be an Excess Allocation Series. Series 201[ ]-[ ] shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 201[ ]-[ ] shall be the [ ] 201[ ] Distribution Date and the first Monthly Period shall begin on and include the Closing Date and end on and include [ ] [ ], 201[ ]. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except Except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends andTransferors intend, and together with the Collateral Interest Holder, agrees agree to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. (d) Pursuant to Section 6.03(c) of the Agreement, the Transferors may, from time to time, increase the amount of the Series 201[ ]-[ ] Certificates by issuing and selling additional Series 201[ ]-[ ] Certificates. Any additional Series 201[ ]-[ ] Certificates so issued shall be treated, for all purpose, like the Series 201[ ]-[ ] Certificates subject to the terms of the Agreement and this Supplement. (e) [Series 201[ ]-[ ] shall be a Repurchase Reporting Series.] (f) [Series 201[ ]-[ ] shall be an Investor Communication Reporting Series.]

Designation. (a) There is hereby created a Series of Investor ----------- Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981999-D A Certificates." The two classes Series 1999-A Certificates -------------------------- shall be designated consist of the Class Series 1999-A 5.80% Class A Asset Backed Certificates, Series 1998-D Certificates (the "Class A Certificates") and ), the Series 1999-A 6.28% Class B Floating Rate Asset Backed Certificates, Series 1998-D -------------------- Certificates (the "Class B Certificates") and the Series 1999-A Class C Asset -------------------- Backed Certificates (the "Class C Certificates"). The Class A Certificates, -------------------- Class B Certificates and the Class B C Certificates shall be substantially in the form of Exhibits A-1 A, B, and A-2 heretoC to this Series Supplement, respectively. In additionAs provided in ---------- - - Section 11 of this Series Supplement, there is hereby created if requested by the Seller (with the ---------- consent of the Holders of the Class C Certificates), the Class C Certificates may be returned to the Trustee for cancellation, in which case the interest in the Trust evidenced by the Class C Certificates shall be a third Class of which constitutes an uncertificated interest in the Trust which Trust, shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981999-D (A and have the "Collateral Interest"). (b) rights assigned to the Class C Certificates in this Series 1998Supplement and in the related Loan Agreement. The Series 1999-D shall be included in Group One (as defined below). Series 1998-D A Certificates shall not be subordinated to any other SeriesSeries of certificates. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D 2 Certificates." The two classes shall be designated desig nated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D 1998- 2 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D 2 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D 2 (the "Collateral Interest"). (b) Series 1998-D 2 shall be included in Group One (as defined below). Series 1998-D 2 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions Opinion of Counsel specified in clause (d) of the sixth sentence of Section 3.07 6.9(b) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather (iii) the Seller intends and, together with Tax Opinion specified in clause (e) of the sixth sentence of Section 6.9(b) of the Agreement shall address the effect of the issuance of the Collateral Interest Holderbut parts (a) and (c) of any such Tax Opinion shall not address, agrees or be required to treat the address, any tax consequences that shall result to any Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustHolder.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 1999-3". The Series 1999-3 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981999-D (3" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981999-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 3." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19981999-D (the 3."Collateral Interest"). (b) Series 19981999-D 3 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19981999-D 3 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 1999-3 shall be the August 1999 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion in Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982001-D 1 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982001-D 1 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D 1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 heretoA-2, respectively. In addition, there is hereby created a third Class of which constitutes an uncertificated interest in the Trust which Trust, shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982001-D (1 and have the "rights assigned to the Collateral Interest")Interest in this Series Supplement. (b) Series 19982001-D 1 shall be included in Group One (as defined below). Series 19982001-D 1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date pursuant to the Loan Agreement (as agreed to by the Seller and the Collateral Interest Holderdefined below). Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a The Series of 1998-1 Investor Certificates to ----------- shall be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D Certificates." The two classes Classes, which shall be designated generally as the Floating Rate Class A 5.80% Asset Backed Certificates, Series 1998-D (the "Class A Certificates") 1 and the Floating Rate Class B Floating Rate Asset Backed Certificates, Series 1998-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively1. In addition, there is hereby created authorized a third Class of which constitutes an uncertificated interest in the Trust Trust, which shall be deemed to be an "Investor Certificate" for all purposes under the Pooling and Servicing Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D (1 and have the "rights assigned to the Collateral Interest")Interest in this Series Supplement. (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Pooling and Servicing Agreement, shall be entitled to the benefits of the Pooling and Servicing Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Pooling and Servicing Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, Interest and (ii) the provisions Opinion of Section 3.07 Counsel specified in clause (d) of the sixth sentence of subsection 6.9(h) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustInterest.

Designation. (a) There is hereby The Series created a pursuant to the Original Series 2001-D Supplement consists of an Investor Certificates to be Certificate issued in two classes pursuant to the Agreement and this the Original Series 2001-D Supplement and to be known together as the "“Series 19982001-D CertificatesCertificate." The two classes shall be ” Such Investor Certificate has been issued in one Class and is designated the Class A 5.80% Asset Backed CertificatesCertificate, Series 19982001-D (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, “Series 19982001-D (the "Class B Certificates"Certificate”). The Class A Certificates and the Class B Certificates shall be Series 2001-D Certificate currently outstanding takes substantially in the form of Exhibits A-1 and A-2 Exhibit A hereto, respectively. In addition, there is hereby was created pursuant to the Third Amended and Restated Series 2001-D Supplement, a third Class of second Class, an uncertificated undivided interest in the Trust which shall be deemed to be is an "Investor Certificate" Certificate for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be is known as the Collateral InterestClass D Certificate, Series 19982001-D (the "Collateral Interest"“Class D Certificate”). The Class D Certificate currently outstanding takes substantially the form of Exhibit A-1 hereto. (b) Series 19982001-D shall be is included in Group One (as defined below). Series 19982001-D shall is not be subordinated to any other Series. (c) Except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) of the Agreement and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement do not apply to the Series 2001-D Certificate, and (ii) the provisions of Section 3.07 of the Agreement do not apply to cause the Series 2001-D Certificate to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Transferor intends and, together with the Series 2001-D Certificateholders, agrees to treat the Series 2001-D Certificate for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. (d) The Collateral Interest HolderClass D Certificateholder, as holder of an "Investor Certificate" Certificate under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) of the Agreement and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral InterestClass D Certificate, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D C Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D C (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D C (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D C (the "Collateral Interest"). (b) Series 1998-D C shall be included in Group One (as defined below). Series 1998-D C shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D F Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D F (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D F (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D F (the "Collateral Interest"). (b) Series 1998-D F shall be included in Group One (as defined below). Series 1998-D F shall not be subordinated to any other Series. (ca) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby The Series created a pursuant to the Original Series 2001-D Supplement consists of an Investor Certificates to be Certificate issued in two classes pursuant to the Agreement and this the Original Series 2001-D Supplement and to be known together as the "Series 19982001-D CertificatesCertificate." The two classes shall be Such Investor Certificate has been issued in one Class and is designated the Class A 5.80% Asset Backed CertificatesCertificate, Series 19982001-D (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D (the "Class B CertificatesCertificate"). The Class A Certificates and the Class B Certificates shall be Series 2001-D Certificate has been issued as one definitive certificate substantially in the form of Exhibits A-1 and A-2 Exhibit A hereto, respectively. In addition, there is hereby created a third Class of second Class, an uncertificated undivided interest in the Trust which shall be deemed to be an "Investor Certificate" Certificate for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral InterestClass D Certificate, Series 19982001-D (the "Collateral InterestClass D Certificate"). The Class D Certificate shall been issued as one definitive certificate substantially in the form of Exhibit A-1 hereto. (b) Series 19982001-D shall be is included in Group One (as defined below). Series 19982001-D shall is not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except Except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall do not be applicable apply to the Collateral InterestSeries 2001-D Certificate, and (ii) the provisions of Section 3.07 of the Agreement shall do not apply to cause the Collateral Interest Series 2001-D Certificate to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller Transferor intends and, together with the Collateral Interest HolderSeries 2001-D Certificateholders, agrees to treat the Collateral Interest Series 2001-D Certificate for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. (d) The Class D Certificateholder, as holder of an Investor Certificate under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in Section 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Class D Certificate, and (ii) the provisions of Section 3.07 of the Agreement do not apply to cause the Class D Certificate to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Transferor, as the Class D Certificateholder, intends and agrees to treat the Class D Certificate for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. (e) This Series Supplement is the Series 2001-D Supplement referred to in the Third Amended and Restated Trust Agreement of the BA Credit Card Trust, dated as of October 20, 2006, among Funding, as beneficiary, and Wilmington Trust Company, as owner trustee.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Fleet Credit Card Master Trust II, Series 2002-C." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.802.75% Asset Asset-Backed Certificates, Series 19982002-D (C," and the second Class shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Asset-Backed Certificates, Series 19982002-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. C." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and shall be in uncertificated form and which shall be known as the "Collateral Interest, Series 19982002-D (C." The Collateral Interest Holder shall be the "Collateral Interest").Series Enhancer for Series 2002-C. (b) Series 19982002-D C shall be included in Group One (as defined below)One. Series 19982002-D C shall be a Principal Sharing Series with respect to Group One only. Series 2002-C shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2002-C shall be the January 2003 Distribution Date, and references herein to the Monthly Period relating to the January 2003 Distribution Date shall mean the period from the Closing Date through the end of December 2002. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registrationexecution, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends andTransferor intends, and together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D H Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D H (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D H (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D H (the "Collateral Interest"). (b) Series 19982000-D H shall be included in Group One (as defined below). Series 19982000-D H shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two three classes pursuant to the Pooling and Servicing Agreement and this Series Supplement and to be known together as the "Series 1998-D Certificates.E." The two three classes shall be designated the ___% Class A 5.80% Asset Backed Certificates, Series 1998-D E (the "Class A Certificates") and ), the Class B Floating Rate Asset Backed CertificatesInvestor Interest, Series 1998-D E (the "Class B CertificatesInvestor Interest") and the Class C Investor Interest, Series E (the "Class C Investor Interest"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 Exhibit A hereto. Each of the Class B Investor Interest and A-2 hereto, respectively. In addition, there is hereby created a third the Class of C Investor Interest shall be an uncertificated interest in the Trust (subject to the provisions of subsection 11(c) hereof), which shall be deemed to be an "Investor Certificate" for all purposes under the Pooling and Servicing Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D (the "Collateral Interest"). (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Each of the Class B Investor Interest Holder and the Class C Investor Interest Holder, as holder of an "Investor Certificate" under the Pooling and Servicing Agreement, shall be entitled to the benefits of the Pooling and Servicing Agreement and this Series Supplement upon payment by the Collateral such Class B Investor Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral or such Class C Investor Interest Holder, as applicable, of the purchase price of the Class B Investor Interest or the Class C Investor Interest, as applicable. Notwithstanding the foregoing, except as expressly provided herein, (i) (A) the provisions of Article VI and Article XII of the Pooling and Servicing Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered registered Certificates and (B) the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c6.12(b)(e) of the definition of Tax Opinion in Section 1.01 of the Pooling and Servicing Agreement shall not not, subject in the case of clause (A) to the provisions of subsection 11(c) hereof, be applicable to the Collateral Interest, Class B Investor Interest or the Class C Investor Interest and (ii) the provisions of Section 3.07 3.7 of the Pooling and Servicing Agreement shall not apply to cause the Collateral Class C Investor Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller JCPR intends and, together with the Collateral Class C Investor Interest Holder, agrees to treat the Collateral Class C Investor Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Fleet Credit Card Master Trust II, Series 2003-A." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.802.40% Asset Asset-Backed Certificates, Series 19982003-D (A," and the second Class shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Asset-Backed Certificates, Series 19982003-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. A." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and shall be in uncertificated form and which shall be known as the "Collateral Interest, Series 19982003-D (A." The Collateral Interest Holder shall be the "Collateral Interest").Series Enhancer for Series 2003-A. (b) Series 19982003-D A shall be included in Group One (as defined below)One. Series 19982003-D A shall be a Principal Sharing Series with respect to Group One only. Series 2003-A shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2003-A shall be the April 2003 Distribution Date, and references herein to the Monthly Period relating to the April 2003 Distribution Date shall mean the period from the Closing Date through the end of March 2003. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registrationexecution, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends andTransferor intends, and together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D G Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D G (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D G (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D G (the "Collateral Interest"). (b) Series 1998-D G shall be included in Group One (as defined below). Series 1998-D G shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2002-4." The Series 2002-4 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.804.90% Asset Backed Certificates, Series 19982002-D (4" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982002-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 4." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982002-D (the 4."Collateral Interest"). (b) Series 19982002-D 4 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982002-D 4 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2002-4 shall be the July 2002 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends Sellers intend and, together with the Collateral Interest Holder, agrees agree to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 1999-1". The Series 1999-1 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981999-D (1" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981999-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 1." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19981999-D (the 1."Collateral Interest"). (b) Series 19981999-D 1 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19981999-D 1 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 1999-1 shall be the June 1999 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral InterestInterest , and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes Classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D 1 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981997-D 1 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981997-D 1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 heretoA-2, respectively. In addition, there is hereby created a third Class of which constitutes an uncertificated interest in the Trust which Trust, shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D (1 and have the "rights assigned to the Collateral Interest")Interest in this Series Supplement. (b) Series 19981997-D 1 shall be included in Group One (as defined below)I, which shall be a Reallocation Group in which all Series shall also be Excess Allocation Series. Series 19981997-D 1 shall be a Principal Sharing Series. Series 1997-1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D 1999-[ ] Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D 1999-[ ] (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D 1999-[ ] (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D 1999-[ ] (the "Collateral Interest"). (b) Series 1998-D 1999-[ ] shall be included in Group One (as defined below). Series 1998-D 1999-[ ] shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions Opinion of Counsel specified in clause (d) of the sixth sentence of Section 3.07 6.9(b) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather (iii) the Seller intends and, together with Tax Opinion specified in clause (e) of the sixth sentence of Section 6.9(b) of the Agreement shall address the effect of the issuance of the Collateral Interest Holderbut parts (a) and (c) of any such Tax Opinion shall not address, agrees or be required to treat the address, any tax consequences that shall result to any Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustHolder.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D C Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D C (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D C (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D C (the "Collateral Interest"). (b) Series 19982000-D C shall be included in Group One (as defined below). Series 19982000-D C shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2001-2." The Series 2001-2 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982001-D (2" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 2." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982001-D (the 2."Collateral Interest"). (b) Series 19982001-D 2 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982001-D 2 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-2 shall be the June 2001 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 1999-2". The Series 1999-2 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981999-D (2" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981999-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 2." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19981999-D (the 2."Collateral Interest"). (b) Series 19981999-D 2 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19981999-D 2 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 1999-2 shall be the July 1999 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion in Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982001-D B Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982001-D B (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D B (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982001-D B (the "Collateral Interest"). (b) Series 19982001-D B shall be included in Group One (as defined below). Series 19982001-D B shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981999-D 1 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981999-D 1 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981999-D 1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981999-D 1 (the "Collateral Interest"). (b) Series 19981999-D 1 shall be included in Group One (as defined below). Series 19981999-D 1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions Opinion of Counsel specified in clause (d) of the sixth sentence of Section 3.07 6.9(b) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather (iii) the Seller intends and, together with Tax Opinion specified in clause (e) of the sixth sentence of Section 6.9(b) of the Agreement shall address the effect of the issuance of the Collateral Interest Holderbut parts (a) and (c) of any such Tax Opinion shall not address, agrees or be required to treat the address, any tax consequences that shall result to any Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustHolder.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981996-D 4 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981996-D 4 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981996-D 4 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981996-D 4 (the "Collateral Interest"). (b) Series 19981996-D 4 shall be included in Group One (as defined below). Series 19981996-D 4 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions Opinion of Counsel specified in clause (d) of the sixth sentence of Section 3.07 6.9(b) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather (iii) the Seller intends and, together with Tax Opinion specified in clause (e) of the sixth sentence of Section 6.9(b) of the Agreement shall address the effect of the issuance of the Collateral Interest Holderbut parts (a) and (c) of any such Tax Opinion shall not address, agrees or be required to treat the address, any tax consequences that shall result to any Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustHolder.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "National City Credit Card Master Trust, Series 1998-D Certificates2000-__." The two classes Series 2000-__ Certificates shall be designated issued in two Classes, the first of which shall be known as the "Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D (2000-__" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D (the "Class B Certificates"). 2000-__." The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits EXHIBITS A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D 2000-_ (the "Collateral InterestCOLLATERAL INTEREST"). (b) Series 1998-D 2000-__ shall be included in Group One (as defined below). Series 1998-D 2000-__ shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article ARTICLE VI and Article ARTICLE XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection SECTION 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section SECTION 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section SECTION 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. (d) Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2000-__ shall be the __________ 2000 Distribution Date and the first Monthly Period shall be the period from the Closing Date until __________ __, 2000.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Fleet Credit Card Master Trust II, Series 2000-C." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.807.02% Asset Backed Certificates, Series 19982000-D (C," and the second Class shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. C." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and shall be in uncertificated form and which shall be known as the "Collateral Interest, Series 19982000-D (C." The Collateral Interest Holder shall be the "Collateral Interest").Series Enhancer for Series 2000-C. (b) Series 19982000-D C shall be included in Group One (as defined below)One. Series 19982000-D C shall be a Principal Sharing Series with respect to Group One only. Series 2000-C shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2000-C shall be the October 2000 Distribution Date, and references herein to the Monthly Period relating to the October 2000 Distribution Date shall mean the period from the Closing Date through the end of September 2000. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. 6 (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registrationexecution, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends andintends, and together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D 4 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981997-D 4 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981997-D 4 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly ex pressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D 4 (the "Collateral Interest"). (b) Series 19981997-D 4 shall be included in Group One (as defined below). Series 19981997-D 4 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions Opinion of Counsel specified in clause (d) of the sixth sentence of Section 3.07 6.9(b) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather (iii) the Seller intends and, together with Tax Opinion specified in clause (e) of the sixth sentence of Section 6.9(b) of the Agreement shall address the effect of the issuance of the Collateral Interest Holderbut parts (a) and (c) of any such Tax Opinion shall not address, agrees or be required to treat the address, any tax consequences that shall result to any Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustHolder.

Designation. (a) There is hereby The Series created a pursuant to the Original Series 2000-H Supplement consists of Investor Certificates to be issued in two classes pursuant to the Agreement and this the Original Series 2000-H Supplement and to be known together as the "Series 19982000-D H Certificates." The two classes shall be are designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D H (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D H (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be are substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust was created, which shall be is deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be is known as the Collateral Interest, Series 19982000-D H (the "Collateral Interest"). In addition, there is hereby created a fourth Class of Investor Certificates which shall be known as the Class D Certificate, Series 2000-H (the "Class D Certificate," and together with the Class A Certificates and the Class B Certificates, the "Series 2000-B Certificates"). The Class D Certificate shall be issued as one definitive certificate substantially in the form of Exhibit A-3 hereto. (b) Series 19982000-D shall be H is included in Group One (as defined below). Series 19982000-D shall H is not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be is entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall do not be applicable apply to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall do not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller Transferor intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. (d) The Class D Certificateholder, as holder of an Investor Certificate under the Agreement, shall be entitled to the benefits of the Agreement and this Supplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in Section 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Class D Certificate, and (ii) the provisions of Section 3.07 of the Agreement do not apply to cause the Class D Certificate to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Transferor intends and, together with the Class D Certificateholder, agrees to treat the Class D Certificate for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D K Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D 1997- K (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981997-D K (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D 1997- K (the "Collateral Interest"). (b) Series 19981997-D K shall be included in Group One (as defined below). Series 19981997-D K shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection Section 6.09(b)(d)(i) and clauses clause (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2001-8." The Series 2001-8 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.804.60% Asset Backed Certificates, Series 19982001-D (8" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 8." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982001-D (the 8."Collateral Interest"). (b) Series 19982001-D 8 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982001-D 8 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-8 shall be the December 2001 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends Sellers intend and, together with the Collateral Interest Holder, agrees agree to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981996-D 1 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981996-D 1 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981996-D 1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 heretoA-2, respectively. In addition, there is hereby created a third Class of which constitutes an uncertificated interest in the Trust which Trust, shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981996-D (1 and have the "rights assigned to the Collateral Interest")Interest in this Series Supplement. (b) Series 19981996-D 1 shall be included in Group One (as defined below). Series 19981996-D 1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date pursuant to the Loan Agreement (as agreed to by the Seller and the Collateral Interest Holderdefined below). Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and ad surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D 5 Certificates." The two classes shall be designated the Class A 5.806.194% Asset Backed Certificates, Series 19981997-D 5 (the "Class A Certificates") and the Class B Floating Rate 6.388% Asset Backed Certificates, Series 19981997-D 5 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D 5 (the "Collateral Interest"). (b) Series 19981997-D 5 shall be included in Group One (as defined below). Series 19981997-D 5 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions Opinion of Counsel specified in clause (d) of the sixth sentence of Section 3.07 6.9(b) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather (iii) the Seller intends and, together with Tax Opinion specified in clause (e) of the sixth sentence of Section 6.9(b) of the Agreement shall address the effect of the issuance of the Collateral Interest Holderbut parts (a) and (c) of any such Tax Opinion shall not address, agrees or be required to treat the address, any tax consequences that shall result to any Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustHolder.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D 3 Certificates." The two classes shall be designated desig nated the Class A 5.806.00% Asset Backed Certificates, Series 1998-D 3 (the "Class A Certificates") and the Class B Floating Rate 6.15% Asset Backed Certificates, Series 1998-D 3 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D 3 (the "Collateral Interest"). (b) Series 1998-D 3 shall be included in Group One (as defined below). Series 1998-D 3 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions Opinion of Counsel specified in clause (d) of the sixth sentence of Section 3.07 6.9(b) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather (iii) the Seller intends and, together with Tax Opinion specified in clause (e) of the sixth sentence of Section 6.9(b) of the Agreement shall address the effect of the issuance of the Collateral Interest Holderbut parts (a) and (c) of any such Tax Opinion shall not address, agrees or be required to treat the address, any tax consequences that shall result to any Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustHolder.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D K Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D K (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D K (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D K (the "Collateral Interest"). (b) Series 19982000-D K shall be included in Group One (as defined below). Series 19982000-D K shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D E Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D E (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D E (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D E (the "Collateral Interest"). (b) Series 1998-D E shall be included in Group One (as defined below). Series 1998-D E shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981999-D A Certificates." The two classes shall be designated the Class A 5.80% Asset Floating Rate Asset-Backed Certificates, Series 19981999-D A (the "Class A Certificates") and the Class B Floating Rate Asset Asset- Backed Certificates, Series 19981999-D A (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 heretoA-2, respectively. In addition, there is hereby created a third Class of which constitutes an uncertificated interest in the Trust which Trust, shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided hereinin Section 1(c) of this Series Supplement, and which shall be known designated as the Collateral InterestClass C Floating Rate Asset-Backed Interests, Series 19981999-D A (the "Collateral InterestClass C Interests")) and have the rights assigned to the Class C Interests in this Series Supplement. The Class C Interest Holders shall be deemed to be "Investor Holders" for all purposes under the Agreement and this Series Supplement, except as expressly provided in Section 1(c) of this Series Supplement. (b) Series 19981999-D A shall be included in Group One (as defined below). Series 19981999-D A shall not be subordinated to any other Series. (c) The Collateral Class C Interest HolderHolders, as holder holders of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustClass C Interests.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D 1 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D 1 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D 1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D 1 (the "Collateral Interest"). (b) Series 19982000-D 1 shall be included in Group One (as defined below). Series 19982000-D 1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion Opinion of Counsel described in subsection 6.09(b)(d)(iSection 6.9(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981999-D 2 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981999-D 2 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981999-D 2 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981999-D 2 (the "Collateral Interest"). (b) Series 19981999-D 2 shall be included in Group One (as defined below). Series 19981999-D 2 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion Opinion of Counsel described in subsection 6.09(b)(d)(iSection 6.9(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two three classes pursuant to the Pooling and Servicing Agreement and this Series Supplement and to be known together as the "Series 1998-D Certificates.E." The two three classes shall be designated the 5.50% Class A 5.80% Asset Backed Certificates, Series 1998-D E (the "Class A Certificates") and ), the Class B Floating Rate Asset Backed CertificatesInvestor Interest, Series 1998-D E (the "Class B CertificatesInvestor Interest") and the Class C Investor Interest, Series E (the "Class C Investor Interest"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 Exhibit A hereto. Each of the Class B Investor Interest and A-2 hereto, respectively. In addition, there is hereby created a third the Class of C Investor Interest shall be an uncertificated interest in the Trust (subject to the provisions of subsection 11(c) hereof), which shall be deemed to be an "Investor Certificate" for all purposes under the Pooling and Servicing Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D (the "Collateral Interest"). (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Each of the Class B Investor Interest Holder and the Class C Investor Interest Holder, as holder of an "Investor Certificate" under the Pooling and Servicing Agreement, shall be entitled to the benefits of the Pooling and Servicing Agreement and this Series Supplement upon payment by the Collateral such Class B Investor Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral or such Class C Investor Interest Holder, as applicable, of the purchase price of the Class B Investor Interest or the Class C Investor Interest, as applicable. Notwithstanding the foregoing, except as expressly provided herein, (i) (A) the provisions of Article VI and Article XII of the Pooling and Servicing Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered registered Certificates and (B) the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c6.12(b)(e) of the definition of Tax Opinion in Section 1.01 of the Pooling and Servicing Agreement shall not not, subject in the case of clause (A) to the provisions of subsection 11(c) hereof, be applicable to the Collateral Interest, Class B Investor Interest or the Class C Investor Interest and (ii) the provisions of Section 3.07 3.7 of the Pooling and Servicing Agreement shall not apply to cause the Collateral Class C Investor Interest (or the Class B Investor Interest while retained by JCPR) to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller JCPR intends and, together with the Collateral Class C Investor Interest Holder, agrees to treat the Collateral Class C Investor Interest (and the Class B Investor Interest while retained by JCPR) for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2001-6." The Series 2001-6 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982001-D (6" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 6." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982001-D (the 6."Collateral Interest"). (b) Series 19982001-D 6 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982001-D 6 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-6 shall be the October 2001 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends Sellers intend and, together with the Collateral Interest Holder, agrees agree to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2001-3." The Series 2001-3 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.805.45% Asset Backed Certificates, Series 19982001-D (3" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 3." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982001-D (the 3."Collateral Interest"). (b) Series 19982 001-D 3 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982001-D 3 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-3 shall be the June 2001 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends Sellers intend and, together with the Collateral Interest Holder, agrees agree to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby The Series created a pursuant to the Original Series 1999-J Supplement consists of Investor Certificates to be issued in two classes pursuant to the Agreement and this the Original Series 1999-J Supplement and to be known together as the "Series 19981999-D J Certificates." The two classes shall be are designated the Class A 5.807.00% Asset Backed Certificates, Series 19981999-D J (the "Class A Certificates") and the Class B Floating Rate 7.40% Asset Backed Certificates, Series 19981999-D J (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be are substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust was created, which shall be is deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be is known as the Collateral Interest, Series 19981999-D J (the "Collateral Interest"). In addition, there is hereby created a fourth Class of Investor Certificates which shall be known as the Class D Certificate, Series 1999-J (the "Class D Certificate," and together with the Class A Certificates and the Class B Certificates, the "Series 1999-J Certificates"). The Class D Certificate shall be issued as one definitive certificate substantially in the form of Exhibit A-3 hereto. (b) Series 19981999-D shall be J is included in Group One (as defined below). Series 19981999-D shall J is not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be is entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall do not be applicable apply to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall do not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller Transferor intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. (d) The Class D Certificateholder, as holder of an Investor Certificate under the Agreement, shall be entitled to the benefits of the Agreement and this Supplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in Section 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Class D Certificate, and (ii) the provisions of Section 3.07 of the Agreement do not apply to cause the Class D Certificate to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Transferor intends and, together with the Class D Certificateholder, agrees to treat the Class D Certificate for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to designated as "Household Affinity Credit Card Master Trust I, Series 1997-1". The Series 1997-1 Certificates shall be issued in two certificated Classes, the first of which shall be known together as the "Series 1998-D Certificates." The two classes shall be designated the Floating Rate Class A 5.80% Asset Backed Credit Card Participation Certificates, Series 19981997-D (1", and the second of which shall be known as the "Class A Certificates") and the Floating Rate Class B Floating Rate Asset Backed Credit Card Participation Certificates, Series 19981997-D (the 1"Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement and which shall be known as the "Collateral Interest, Series 1997-1". The Collateral Interest Holder shall be deemed to be the Series Enhancer for all purposes under the Agreement and this Series Supplement. (b) The Series 1997-1 Certificates shall be included in Group Two and shall be deemed to be "Investor Certificates" for all purposes under the Agreement and this Series Supplement. Notwithstanding any provision in the Agreement or in this Series Supplement, except the first Distribution Date with respect to Series 1997-1 shall be the April 1997 Distribution Date. (c) Except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D (the "Collateral Interest"). (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and in no event shall clause (iic) the provisions of Section 3.07 of the Agreement shall not apply definition of "Tax Opinion" set forth in Section 19 hereof be operative with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustInterest.

Designation. (a) There is hereby created a The Series of 1997-2 Investor Certificates to ----------- shall be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D Certificates." The two classes Classes, which shall be designated generally as the Floating Rate Class A 5.80% Asset Backed Certificates, Series 19981997-D (the "Class A Certificates") 2 and the Floating Rate Class B Floating Rate Asset Backed Certificates, Series 19981997-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively2. In addition, there is hereby created authorized a third Class of which constitutes an uncertificated interest in the Trust Trust, which shall be deemed to be an "Investor Certificate" for all purposes under the Pooling and Servicing Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D (2 and have the "rights assigned to the Collateral Interest")Interest in this Series Supplement. (b) Series 1998-D shall be included in Group One (as defined below). Series 1998-D shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Pooling and Servicing Agreement, shall be entitled to the benefits of the Pooling and Servicing Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Pooling and Servicing Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, Interest and (ii) the provisions Opinion of Section 3.07 Counsel specified in clause (d) of the sixth sentence of subsection 6.9(h) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustInterest.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982000-D B Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982000-D B (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982000-D B (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982000-D B (the "Collateral Interest"). (b) Series 19982000-D B shall be included in Group One (as defined below). Series 19982000-D B shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "AT&T Universal Card Master Trust, Series 19981997-D Certificates1." The two classes Series 1997-1 Certificates shall be designated issued in two Classes, the Class A 5.80% Asset Backed Certificates, Series 1998-D (first of which shall be known as the "Class A Certificates") and the Class B Series 1997-1 Floating Rate Asset Backed Certificates, Series 1998-D (" and the second of which shall be known as the "Class B Series 1997-1 Floating Rate Asset Backed Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. ." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement (other than for purposes of the definition of the term "Tax Opinion" in Section 1.01 of the Agreement) and which shall be known as the "Collateral Interest, Series 19981997- 1. The Collateral Interest shall be considered a Class of Series 1997-D (1 for all purposes of the "Agreement and this Supplement, including for purposes of voting concerning the liquidation of the Trust pursuant to Section 9.01 of the Agreement. The Collateral Interest")Interest Holder shall be deemed to be the Series Enhancer for all purposes under the Agreement and this Supplement. (b) Series 19981997-D 1 shall be included in Group One (as defined below)I and shall be a Principal Sharing Series. Series 19981997-D 1 shall be an Excess Allocation Series. Series 1997-1 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in 6 this Supplement to the contrary, the first Distribution Date with respect to Series 1997-1 shall be the June 1997 Distribution Date and the first Monthly Period shall begin on and include May 1, 1997 and end on and include May 31, 1997. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except Except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Fleet Credit Card Master Trust II, Series 2002-A." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Asset Floating Rate Asset-Backed Certificates, Series 19982002-D (A," and the second Class shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Asset-Backed Certificates, Series 19982002-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. A." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and shall be in uncertificated form and which shall be known as the "Collateral Interest, Series 19982002-D (A." The Collateral Interest Holder shall be the "Collateral Interest").Series Enhancer for Series 2002-A. (b) Series 19982002-D A shall be included in Group One (as defined below)One. Series 19982002-D A shall be a Principal Sharing Series with respect to Group One only. Series 2002-A shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2002-A shall be the July 2002 Distribution Date, and references herein to the Monthly Period relating to the July 2002 Distribution Date shall mean the period from the Closing Date through the end of June 2002. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registrationexecution, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends andTransferor intends, and together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby The Series created a pursuant to the Original Series 1997-B Supplement consists of Investor Certificates to be issued in two three classes pursuant to the Agreement and this the Original Series 1997-B Supplement and to be are known together as the "Series 19981997-D Certificates.B." The two three classes shall be are designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981997-D B (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981997-D B (the "Class B Certificates") and the Class C Floating Rate Asset Backed Interests, Series 1997-B (the "Class C Interests"). The Class A Certificates and the Class B Certificates shall be are substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third The Class of an C Interests are issued in uncertificated interest in the Trust which shall be form and are deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein. In addition, and there is hereby created a fourth Class of Investor Certificates which shall be known as the Collateral InterestClass D Certificate, Series 19981997-D B (the "Collateral InterestClass D Certificate," and together with the Class A Certificates and the Class B Certificates, the "Series 1997-B Certificates"). The Class D Certificate shall be issued as one definitive certificate substantially in the form of Exhibit A-3 hereto. (b) Series 19981997-D shall be B is included in Group One (as defined below). Series 19981997-D shall B is not be subordinated to any other Series. (c) The Collateral Class C Interest HolderHolders, as holder of an "Investor Certificate" under the Agreement, is entitled to the benefits of the Agreement and this Series Supplement (including the Class C Supplemental Agreement). Notwithstanding the foregoing, except as expressly provided herein, the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in Section 6.09(b)(d)(i) and clause (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement do not apply to the Class C Interests. (d) The Class D Certificateholder, as holder of an Investor Certificate under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection Section 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral InterestClass D Certificate, and (ii) the provisions of Section 3.07 of the Agreement shall do not apply to cause the Collateral Interest Class D Certificate to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller Transferor intends and, together with the Collateral Interest HolderClass D Certificateholder, agrees to treat the Collateral Interest Class D Certificate for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D 2 Certificates." The two classes shall be designated the Class A 5.806.30% Asset Backed Certificates, Series 19981997-D 2 (the "Class A Certificates") and the Class B Floating Rate 6.45% Asset Backed Certificates, Series 19981997-D 2 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D 2 (the "Collateral Interest"). (b) Series 19981997-D 2 shall be included in Group One (as defined below). Series 19981997-D 2 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions Opinion of Section 3.07 Counsel specified in clause (d) of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets sixth sentence of the Trust.Section

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "National City Credit Card Master Trust, Series 19982002-D Certificates1." The two classes Series 2002-1 Certificates shall be designated issued in two Classes, the first of which shall be known as the "Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982002-D (1" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982002-D (the "Class B Certificates"). 1." The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits EXHIBITS A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982002-D 1 (the "Collateral InterestCOLLATERAL INTEREST"). (b) Series 19982002-D 1 shall be included in Group One (as defined below). Series 19982002-D 1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article ARTICLE VI and Article ARTICLE XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section SECTION 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.the

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Fleet Credit Card Master Trust II, Series 200_-_." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Asset [Floating Rate] [___%] Asset-Backed Certificates, Series 1998-D (200_-_," and the second Class shall be known as the "Class A Certificates") and the Class B [Floating Rate Asset Rate] [___%] Asset-Backed Certificates, Series 1998-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 200_-_." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and shall be in uncertificated form and which shall be known as the "Collateral Interest, Series 1998-D (200_-_." The Collateral Interest Holder shall be the "Collateral Interest")Series Enhancer for Series 200_-_. (b) Series 1998-D 200_-_ shall be included in Group One (as defined below)One. Series 1998-D 200_-_ shall be a Principal Sharing Series with respect to Group One only. Series 200_-_ shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 200_-_ shall be the ________ 200_ Distribution Date, and references herein to the Monthly Period relating to the ________ 200_ Distribution Date shall mean the period from the Closing Date through the end of ________ 200_. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registrationexecution, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends andTransferor intends, and together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1998-D I Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 1998-D I (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 1998-D I (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1998-D I (the "Collateral Interest"). (b) Series 1998-D I shall be included in Group One (as defined below). Series 1998-D I shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D J Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981997-D J (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981997-D J (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D J (the "Collateral Interest"). (b) Series 19981997-D J shall be included in Group One (as defined below). Series 19981997-D J shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection Section 6.09(b)(d)(i) and clauses clause (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as “Capital One Master Trust, Series 2001-1.” The Series 2001-1 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the “Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982001-D (the "Class A Certificates") 1” and the second of which shall be known as the “Class B Floating Rate Asset Backed Certificates, Series 19982001-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 1.” In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be “Investor Certificates” (and the Collateral Interest Holder shall be deemed to be an "“Investor Certificate" Certificateholder”) for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the “Collateral Interest, Series 19982001-D (the "Collateral Interest")1.” (b) Series 19982001-D 1 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982001-D 1 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-1 shall be the March 2001 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "“Investor Certificate" under the Agreement, ” shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of “Tax Opinion in Opinion” in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D N Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981997-D N (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981997-D N (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D N (the "Collateral Interest"). (b) Series 19981997-D N shall be included in Group One (as defined below). Series 19981997-D N shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection Section 6.09(b)(d)(i) and clauses clause (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Fleet Credit Card Master Trust II, Series 2001-B." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.805.60% Asset Asset-Backed Certificates, Series 19982001-D (B," and the second Class shall be known as the "Class A Certificates") and the Class B Floating Rate Asset 5.90% Asset-Backed Certificates, Series 19982001-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. B." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be an "Investor CertificateCertificates" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and shall be in uncertificated form and which shall be known as the "Collateral Interest, Series 19982001-D (B." The Collateral Interest Holder shall be the "Collateral Interest").Series Enhancer for Series 2001-B. (b) Series 19982001-D B shall be included in Group One (as defined below)One. Series 19982001-D B shall be a Principal Sharing Series with respect to Group One only. Series 2001-B shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-B shall be the August 2001 Distribution Date, and references herein to the Monthly Period relating to the August 2001 Distribution Date shall mean the period from the Closing Date through the end of July 2001. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registrationexecution, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends andintends, and together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2000-1". The Series 2000-1 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.807.10% Asset Backed Certificates, Series 19982000-D (1" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate 7.30% Asset Backed Certificates, Series 19982000-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 1." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982000-D (the 1."Collateral Interest"). (b) Series 19982000-D 1 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982000-D 1 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2000-1 shall be the April 2000 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion in Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as "Capital One Master Trust, Series 2001-4." The Series 2001-4 Certificates shall be issued in two Classes, the first of which shall be known as the "Series 1998-D Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982001-D (4" and the second of which shall be known as the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. 4." In addition, there is hereby created a third Class of an uncertificated interest interests in the Trust which which, except as expressly provided herein, shall be deemed to be "Investor Certificates" (and the Collateral Interest Holder shall be deemed to be an "Investor Certificate" Certificateholder") for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, Supplement and which shall be known as the "Collateral Interest, Series 19982001-D (the 4."Collateral Interest"). (b) Series 19982001-D 4 shall be included in Group One (as defined below)and shall be a Principal Sharing Series. Series 19982001-D 4 shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2001-4 shall be the August 2001 Distribution Date. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of "Tax Opinion Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends Sellers intend and, together with the Collateral Interest Holder, agrees agree to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby The Series created a pursuant to the Original Series 2001-B Supplement consists of Investor Certificates to be issued in two classes pursuant to the Agreement and this the Original Series 2001- B Supplement and to be known together as the "Series 19982001-D B Certificates." The two classes shall be are designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982001-D B (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D B (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be are substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust was created, which shall be is deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be is known as the Collateral Interest, Series 19982001-D B (the "Collateral Interest"). In addition, there is hereby created a fourth Class of Investor Certificates which shall be known as the Class D Certificate, Series 2001-B (the "Class D Certificate," and together with the Class A Certificates and the Class B Certificates, the "Series 2001-B Certificates"). The Class D Certificate shall be issued as one definitive certificate substantially in the form of Exhibit A-3 hereto. (b) Series 19982001-D shall be B is included in Group One (as defined below). Series 19982001-D shall B is not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be is entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest HolderSupplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall do not be applicable apply to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall do not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller Transferor intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. (d) The Class D Certificateholder, as holder of an Investor Certificate under the Agreement, shall be entitled to the benefits of the Agreement and this Supplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in Section 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Class D Certificate, and (ii) the provisions of Section 3.07 of the Agreement do not apply to cause the Class D Certificate to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Transferor intends and, together with the Class D Certificateholder, agrees to treat the Class D Certificate for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19982001-D A Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19982001-D A (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19982001-D A (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19982001-D A (the "Collateral Interest"). (b) Series 19982001-D A shall be included in Group One (as defined below). Series 19982001-D A shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection Section 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

Designation. (a) There is hereby created a Series ----------- of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 19981997-D 1 Certificates." The two classes shall be designated the Class A 5.80% Floating Rate Asset Backed Certificates, Series 19981997-D 1 (the "Class A Certificates") and the Class B Floating Rate Asset Backed Certificates, Series 19981997-D 1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 19981997-D 1 (the "Collateral Interest"). (b) Series 19981997-D 1 shall be included in Group One (as defined below). Series 19981997-D 1 shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed pursuant to by the Seller and the Collateral Interest HolderLoan Agreement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions Opinion of Coun- sel specified in clause (d) of the sixth sentence of Section 3.07 6.9(b) of the Agreement shall not apply be required with respect to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather (iii) the Seller intends and, together with Tax Opinion specified in clause (e) of the sixth sentence of Section 6.9(b) of the Agreement shall address the effect of the issuance of the Collateral Interest Holderbut parts (a) and (c) of any such Tax Opinion shall not address, agrees or be required to treat the address, any tax consequences that shall result to any Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the TrustHolder.