Exhibit 4.1



 Exhibit 4.1 
  

					
	NUMBER	 	[GRAPHIC]	 	SHARES
	 	 	 	 	 
	CO	 	 	 	 
	 	 	 	 	 
	COMMON STOCK	 	 	 	COMMON STOCK
	 	 	 	 	 
	 	 	THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, N.Y. AND RIDGEFIELD PARK, N.J.	 	 
	 	 	 	 	 
	 	 	 SEE REVERSE
 FOR CERTAIN
 DEFINITIONS
	 	 
	 	 	 	 	 
	 	 	 INCORPORATED UNDER THE LAWS
 OF THE STATE OF DELAWARE
	 	 
	 	 	 	 	 
	 	 	[GRAPHIC]	 	CUSIP 14040H 10 5

  
 CAPITAL ONE FINANCIAL
CORPORATION 
  
 THIS CERTIFIES THAT
                                        
                                     
  
 IS THE OWNER OF
                         
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Capital One Financial Corporation transferable on the books of the Corporation in person or by
duly authorized Attorney upon surrender of this Certificate properly endorsed. 
  
 This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
  
 Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 Dated
                     
  
 CERTIFICATE OF STOCK 
  

					
			
	/s/ John G. Finneran, Jr.	 	 [SEAL OF CAPITAL
 ONE APPEARS HERE]
	 	/s/ Richard D. Fairbank
	
	 	 	

	CORPORATE SECRETARY	 	 	CHIEF EXECUTIVE OFFICER

  
 COUNTERSIGNED AND REGISTERED:

  
 FIRST CHICAGO TRUST COMPANY OF NEW YORK 
  
 TRANSFER AGENT AND REGISTRAR, 
  

			
		
	BY	 	 
	 	 	

	 	 	 AUTHORIZED SIGNATURE


  

			
	 © UNITED STATES BANKNOTE CORPORATION
	 	AMERICAN BANK NOTE COMPANY

  









 CAPITAL ONE FINANCIAL CORPORATION 
  
 The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations,
preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request should be addressed to the
Corporate Secretary of the Corporation or to the Transfer Agent named on the face of this certificate. 
  

  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 
  


 
 The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  
 TEN COM — as tenants in common 
  
 UNIF GIFT MIN ACT — Custodian 
  
 TEN ENT — as tenants by the entireties 
  
 JT TEN — as joint tenants with right of (Cust) (Minor) survivorship and not as tenants under Uniform Gifts to Minors in common Act 

  
 __________ 
     (State) 
  
 Additional abbreviations may also be used though not in the above list. 
  
 For value received,              hereby sell, assign and transfer unto 
  

	
	 PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING
NUMBER OF ASSIGNEE

	 
	

	 
	

	 
	 
	

	 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
 ZIP CODE, OF ASSIGNEE)

	 
	

	 
	

	 shares


	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.


  
 Dated
                     
  

	
	
	  
	

	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.

  
 SIGNATURES(S) GUARANTEED 

 

			
	 
		
	By	 	 
	 	 	

	 	 	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15.

  
 This certificate also evidences and
entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Capital One Financial Corporation and First Chicago Trust Company of New York, dated as of November 16, 1995, as it may from time to time be supplemented or
amended pursuant to its terms (the “Rights Agreement”), the terms of which are hereby incorporated by reference and a copy of which is on file at the principal executive offices of Capital One Financial Corporation. Under certain
circumstances as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Capital One Financial Corporation will mail to the registered holder of this certificate
a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances provided for in the Rights Agreement, Rights issued to, or beneficially owned by any Person who is an Acquiring Person or
an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall become null and void.