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7.375% SENIOR NOTE DUE 2014

Promissory Note

7.375% SENIOR NOTE DUE 2014 | Document Parties: BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | CAPITAL ONE FINANCIAL CORPORATION You are currently viewing:
This Promissory Note involves

BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | CAPITAL ONE FINANCIAL CORPORATION

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Title: 7.375% SENIOR NOTE DUE 2014
Governing Law: New York     Date: 5/22/2009
Industry: Consumer Financial Services     Sector: Financial

7.375% SENIOR NOTE DUE 2014, Parties: bank of new york mellon trust company  n.a. , capital one financial corporation
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Exhibit 4.1

7.375% SENIOR NOTE DUE 2014

THIS IS A SECURITY IN GLOBAL FORM WITHIN THE MEANING OF THE SENIOR INDENTURE REFERRED TO HEREINAFTER.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE SENIOR INDENTURE REFERRED TO ON THE REVERSE HEREOF.

THIS SECURITY IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

 

CUSIP No. 14040H AS4

  

ISIN No. US14040HAS40

  

No. S-1

  

Principal Amount $1,000,000,000

CAPITAL ONE FINANCIAL CORPORATION

7.375% SENIOR NOTES DUE 2014

Capital One Financial Corporation, a Delaware corporation (the “Company”), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of ONE BILLION United States Dollars, at the Company’s office or agency for said purposes, on May 23, 2014 (the “Stated Maturity”).

Interest Payment Dates: May 23 and November 23

Regular Record Dates: May 10 and November 10


Reference is made to the further provisions set forth on the reverse hereof, including the definitions of certain capitalized terms. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Security shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee acting under the Senior Indenture.

 

2


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:                         

 

CAPITAL ONE FINANCIAL CORPORATION

By:

 

 

Name:

 

Title:

 

Attest By:

 

 

Name:

 

Title:

 

Company Signature – Note


TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities issued under the within-mentioned Senior Indenture.

Dated:                         

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:

 

 

 

Authorized Signatory

Trustee Signature – Note


REVERSE OF SECURITY

Capital One Financial Corporation

7.375% Senior Notes Due 2014

This Security is one of a duly authorized issue of debt securities of the Company, of the series hereinafter specified, all issued or to be issued under a Senior Indenture, dated as of November 1, 1996 (the “Senior Indenture”), and duly executed and delivered by the Company to The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor to Harris Trust and Savings Bank, as trustee (hereinafter, the “Trustee”). Reference to the Senior Indenture and the Officers’ Certificate thereunder establishing the terms of this Security is hereby made for a description of the respective rights and duties thereunder of the Trustee, the Company and the Holders of the Securities. This Security is one of a series designated as the “7.375% Senior Notes Due 2014” of the Company (hereinafter called the “Notes”), issued under the Senior Indenture. Each Holder by accepting a Note, agrees to be bound by all terms and pr


 
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