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.
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CUSIP No.
14040H AS4
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ISIN No.
US14040HAS40
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No.
S-1
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Principal Amount
$1,000,000,000
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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:
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CAPITAL ONE
FINANCIAL CORPORATION
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By:
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Name:
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Title:
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Attest By:
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Name:
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Title:
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Company Signature –
Note
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities issued
under the within-mentioned Senior Indenture.
Dated:
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THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., as Trustee
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By:
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Authorized Signatory
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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