CAPITAL ONE MULTI-ASSET EXECUTION TRUST CARD SERIES CLASS A(2009-2) ASSET BACKED NOTES TERMS AGREEMENT Dated: June 5, 2009

Exhibit 1.2(b)

CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CARD SERIES

CLASS A(2009-2)

ASSET BACKED NOTES

TERMS AGREEMENT

Dated: June 5, 2009

To: CAPITAL ONE MULTI-ASSET EXECUTION TRUST

CAPITAL ONE FUNDING, LLC

Re: Underwriting Agreement, dated June 4, 2009

Series Designation:		Card series
Registration Statement:		Nos. 333-142033, 000-000000-00 and 000-000000-00
Terms of the Notes:

Initial Principal Amount		Interest Rate or Formula		Price to Public (1)
$1,000,000,000		3.20%		99.94742%
(1)    Plus accrued interest, if any, at the applicable rate from June 16, 2009.

Interest Payment Dates:

The 15^th day of each month (or, if not a Business Day, the next succeeding Business Day), commencing in July 2009.

Underwriters:

The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above-referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof.

Note Ratings:

Aaa by Xxxxx’x

AAA by Standard & Poor’s

AAA by Fitch

Owner Trustee: Deutsche Bank Trust Company Delaware.

Indenture Trustee: The Bank of New York Mellon.

Indenture: The Indenture, dated as of October 9, 2002 and as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, between Capital One Multi-asset Execution Trust (the “Issuer”) as Issuer and The Bank of New York Mellon, as Indenture Trustee.

Asset Pool Supplement: The Asset Pool 1 Supplement, dated as of October 9, 2002, and as amended by the First Amendment thereto, dated as of March 1, 2008, between the Issuer and the Indenture Trustee, as amended and supplemented from time to time.

Indenture Supplement: The Card Series Indenture Supplement, dated as of October 9, 2002, and as amended by the First Amendment thereto, dated as of March 1, 2008.

Terms Document: The Class A(2009-2) Terms Document, dated as of June 16, 2009.

Pooling and Servicing Agreement: The Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993 and as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, respectively, and as amended by the First Amendment thereto, dated as of March 1, 2008, among Capital One Funding, LLC, as Transferor, Capital One Bank (USA), National Association, as Servicer and The Bank of New York Mellon, as Master Trust Trustee.

Series Supplement: The Series 2002-CC Series Supplement, dated as of October 9, 2002, and as amended by the First Amendment thereto, dated as of March 1, 2008.

Purchase Price:

The purchase price payable by the Underwriters for the Notes covered by this Agreement will be 99.66242% of the principal amount of Notes to be issued.

Commissions, Concessions and Discounts:

The Underwriters’ discounts and commissions, the concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Notes, shall be as follows:

2

Discounts and Commissions		Price Concessions		Reallowance
0.28500%		not in excess of 0.17100%		not in excess of 0.08550%

Reimbursement of Expenses:

The Underwriters shall reimburse the Company for an amount not to exceed $0 for application towards expenses.

Time of Sale:

1:11 p.m. (Eastern Time (U.S.)) on June 5, 2009 (the time the first contract of sale was entered into as designated by the Representatives).

Closing Date:

Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company and the Issuer hereby agree that the Closing Date shall be June 16, 2009, 10:00 a.m., New York City time.

Location of Closing:

Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP

Columbia Center

0000 00^xx Xxxxxx, X.X.

Xxxxxxxxxx, XX 00000

Address for Notice to Representative:

Citigroup Global Markets Inc.

      as Underwriter and as a Representative

      of the Underwriters named in Schedule I

      to the Underwriting Agreement

000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxx Xxxxxxxxx

Tel: (000) 000-0000

Fax: (000) 000-0000

Deutsche Bank Securities Inc.

      as Underwriter and as a Representative

      of the Underwriters named in Schedule I

      to the Underwriting Agreement

3

00 Xxxx Xxxxxx, 00^xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxx Xxx

Tel: (000) 000-0000

Fax: (000) 000-0000

Fax: (000) 000-0000

Underwriters’ Foreign Jurisdiction Distributions:

Pursuant to Section 6(d)(iii) of the Underwriting Agreement, each Underwriter agrees to provide the Company, after the Closing Date, with a list of any foreign jurisdictions to which that Underwriter delivered a written confirmation in connection with its sale of Notes (it being expressly understood, for the avoidance of doubt, that this provision relates only to the initial distribution of the Notes, and not to secondary market sales).

4

The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above-referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of the above-referenced Series of Notes set forth opposite their names on Schedule I hereto.

CITIGROUP GLOBAL MARKETS INC.,
as Underwriter or as a Representative of the Underwriters named on Schedule I of the Underwriting Agreement
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Director
DEUTSCHE BANK SECURITIES INC., as Underwriter or as a Representative of the Underwriters named on Schedule I of the Underwriting Agreement
By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Title:		Vice President
By:		/s/ Xxxxxx Xxx
Name:		Xxxxxx Xxx
Title:		Director

[Signature Page to Capital One Multi-asset Execution Trust (Card series

Class A(2009-2)) Terms Agreement]

Accepted:
CAPITAL ONE MULTI-ASSET EXECUTION TRUST,
		as Issuer
		By:		Capital One Funding, LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuer
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Assistant Vice President
CAPITAL ONE FUNDING, LLC,
		as Transferor
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Assistant Vice President
CAPITAL ONE BANK (USA), NATIONAL ASSOCIATION,
		as Seller
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Assistant Treasurer

[Signature Page to Capital One Multi-asset Execution Trust (Card series

Class A(2009-2) Terms Agreement]

SCHEDULE I

UNDERWRITERS

$1,000,000,000 Principal Amount of Card series Class A(2009-2) Notes

Underwriters		Principal Amount
Citigroup Global Markets Inc.		$	142,860,000
Deutsche Bank Securities Inc.		$	142,860,000
Banc of America Securities LLC		$	142,856,000
Barclays Capital Inc.		$	142,856,000
Credit Suisse Securities (USA) LLC		$	142,856,000
X.X. Xxxxxx Securities Inc.		$	142,856,000
Wachovia Capital Markets, LLC		$	142,856,000
Total		$	1,000,000,000