GUARANTEE AGREEMENT

Exhibit 4.4

EXECUTION VERSION

GUARANTEE AGREEMENT

Dated as of February 5, 2007

By and Between

CAPITAL ONE FINANCIAL CORPORATION,

as Guarantor

and

THE BANK OF NEW YORK,

as Trustee

CROSS REFERENCE TABLE ¹

TABLE OF CONTENTS

INDEX OF TERMS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of February 5, 2007, is executed and delivered by CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (the "Guarantor"), and THE BANK OF NEW YORK, a corporation duly existing under the laws of the State of New York, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of CAPITAL ONE CAPITAL IV, a Delaware statutory trust (the "Trust").

RECITALS

WHEREAS, pursuant to the Declaration of Trust (as defined herein), the Trust may issue up to $500,000,000 aggregate liquidation amount of capital securities, having a liquidation amount of $1,000.00 per security and designated the "6.745% Trust Preferred Securities" of the Trust (together with the further capital securities that the Trust may issue pursuant to the Declaration of Trust, the "Capital Securities") and $10,000 aggregate liquidation amount of common securities, having a liquidation amount of $1,000.00 per security and designated the "6.745% Common Securities" of the Trust (together with the further common securities that the Trust may issue pursuant to the Declaration of Trust, the "Common Securities" and, together with the Capital Securities, the "Securities");

WHEREAS, as incentive for the Holders to purchase the Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay to the Holders of the Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein; and

WHEREAS, if a Trust Enforcement Event (as defined herein) has occurred and is continuing, the rights of holders of the Common Securities to receive Guarantee Payments (as defined herein) under this Guarantee are subordinated to the rights of Holders of Capital Securities to receive Guarantee Payments under this Guarantee;

NOW, THEREFORE, in consideration of the purchase by each Holder of Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of the Holders.

ARTICLE I

INTERPRETATION AND DEFINITIONS

SECTION 1.1 INTERPRETATION AND DEFINITIONS .

In this Guarantee, unless the context otherwise requires:

(a) capitalized terms used in this Guarantee but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1;

(b) a term defined anywhere in this Guarantee has the same meaning throughout;

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(c) all references to "the Guarantee" or "this Guarantee" are to this Guarantee as modified, supplemented or amended from time to time;

(d) all references in this Guarantee to Articles, Sections and Recitals are to Articles, Sections and Recitals of this Guarantee, unless otherwise specified;

(e) unless otherwise defined in this Guarantee, a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee;

(f) a reference to the singular includes the plural and vice versa and a reference to any masculine form of a term shall include the feminine form of a term, as applicable; and

(g) the following terms have the following meanings:

" Affiliate " has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

" Alternative Payment Mechanism " has the meaning specified in the Indenture.

" Business Day " has the meaning specified in the Declaration of Trust.

" Capital Securities " has the meaning specified in the Recitals hereto.

" Common Securities " has the meaning specified in the Recitals hereto.

" Common Stock " means the common stock, par value $0.01 per share, of the Guarantor.

" Corporate Trust Office " means the principal office of the Guarantee Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Guarantee is located at The Bank of New York, 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602.

" Declaration of Trust " means the Amended and Restated Declaration of Trust, dated as of the date hereof, as amended, modified or supplemented from time to time, among the trustees of the Trust named therein, the Guarantor, as sponsor, and the Holders, from time to time, of undivided beneficial ownership interests in the assets of the Trust.

" Existing Parity Obligations " means (x) the Guarantor’s 7.50% junior subordinated debt securities due June 15, 2066 issued in connection with the June 2006 offering of 7.50% capital securities of Capital One Capital II and the Guarantor’s guarantee of these capital securities; and (y) the Guarantor’s 7.686% junior subordinated debt securities due August 1, 2066 issued in connection with the July 2006 offering of 7.686% capital securities of Capital One Capital III and the Guarantor’s guarantee of these capital securities.

" Global Security " means a fully registered, global Capital Security, as defined in the Indenture, representing the Capital Securities.

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" Guarantee Event of Default " means a default by the Guarantor on any of its payment or other obligations under this Guarantee.

" Guarantee Payments " means the following payments or distributions, without duplication, with respect to the Securities, to the extent not paid by or on behalf of the Trust: (i) any accrued and unpaid Distributions (as defined in the Declaration of Trust) that are required to be paid on such Securities to the extent the Trust has sufficient funds available therefor at the time, (ii) the redemption price, plus all accrued and unpaid Distributions to the date of redemption, with respect to any Securities called for redemption by the Trust, to the extent the Trust shall have sufficient funds available therefor at the time or (iii) upon a voluntary or involuntary dissolution, winding-up or termination of the Trust (other than in connection with the distribution of Notes to the Holders in exchange for Securities as provided in the Declaration of Trust), the lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid Distributions on the Securities to the date of payment, to the extent the Trust has sufficient funds available therefor and (b) the amount of assets of the Trust remaining available for distribution to Holders in liquidation of the Trust (in either case, the "Liquidation Distribution").

" Guarantee Trustee " means The Bank of New York, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee and thereafter means each such Successor Guarantee Trustee.

" Holder " means any holder of Securities, as registered on the books and records of the Trust; provided, however, that, in determining whether the Holders of the requisite percentage of Capital Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include the Guarantor or any Affiliate of the Guarantor or any other obligor on the Capital Securities.

" Indenture " means the Junior Subordinated Indenture, dated as of June 6, 2006, between Capital One Financial Corporation and The Bank of New York (the "Indenture Trustee"), as supplemented by the Third Supplemental Indenture and as may be further amended or supplemented.

" List of Holders " has the meaning assigned to it in Section 2.2 hereof.

" Majority in Liquidation Amount " means, except as provided in the terms of the Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities, voting together as a single class, or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities, voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class. In determining whether the Holders of the requisite amount of Securities have voted, Securities which are owned by the Guarantor or any Affiliate of the Guarantor or any other obligor on the Securities shall be disregarded for the purpose of any such determination.

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" Notes " means the series of 6.745% Capital Efficient Notes due 2082 designated the "6.745% Capital Efficient Notes due 2082", held by the Institutional Trustee as defined in the Declaration of Trust.

" Officers’ Certificate " means, with respect to any Person, a certificate signed on behalf of such Person by two Authorized Officers (as defined in the Declaration of Trust) of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee shall include:

• (i) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

  (ii) a brief statement of the nature and scope of the examination or investigation undertaken by each officer on behalf of such Person in rendering the Officers’ Certificate;

  (iii) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer on behalf of such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

  (iv) a statement as to whether, in the opinion of each such officer acting on behalf of such Person, such condition or covenant has been complied with.

" Parity Securities " means the Existing Parity Obligations and debt securities issued by the Company after the date hereof that have the same rank upon liquidation of the Company as the Notes.

" Person " means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

" Redemption Price " has the meaning specified in the Declaration of Trust.

" Responsible Officer " means, with respect to the Guarantee Trustee, any officer with direct responsibility for the administration of this Guarantee and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

" Securities " has the meaning specified in the Recitals hereto.

" Successor Guarantee Trustee " means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

" Third Supplemental Indenture " means the Third Supplemental Indenture, dated as of February 5, 2007, between Capital One Financial Corporation and the Indenture Trustee.

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" Trust Enforcement Event " in respect of the Securities means an Event of Default (as defined in the Indenture) has occurred and is continuing in respect of the Notes.

" Trust Indenture Act " means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

ARTICLE II

TRUST INDEN