Exhibit 4.3



 Exhibit 4.3 
 AMENDED AND RESTATED DECLARATION 
 OF TRUST 
 CAPITAL ONE CAPITAL III 
 Dated as of August 1, 2006 







 CROSS-REFERENCE TABLE* 
  

			
	 Section of
 Trust Indenture
Act
 of 1939, as amended
	  	 Section of Declaration

	 310(a)
	  	 5.3(a)

	 310(c)
	  	 Inapplicable

	 311(c)
	  	 Inapplicable

	 312(a)
	  	 2.2(a)

	 312(b)
	  	 2.2(b)

	 313
	  	 2.3

	 314(a)
	  	 2.4

	 314(b)
	  	 Inapplicable

	 314(c)
	  	 2.5

	 314(d)
	  	 Inapplicable

	 314(f)
	  	 Inapplicable

	 315(a)
	  	 3.9(b)

	 315(c)
	  	 3.9(a)

	 315(d)
	  	 3.9(a)

	 316(a)
	  	 Annex I

	 316(c)
	  	 3.6(e)




	*	This Cross-Reference Table does not constitute part of the Declaration and shall not affect the interpretation of any of its terms or provisions. 








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	ARTICLE I
	INTERPRETATION AND DEFINITIONS
			
	 SECTION 1.1
	  	 Definitions.
	  	1
	
	ARTICLE II
	TRUST INDENTURE ACT
	 SECTION 2.1
	  	 Trust Indenture Act; Application.
	  	8
	 SECTION 2.2
	  	 Lists of Holders of Securities.
	  	8
	 SECTION 2.3
	  	 Reports by the Institutional Trustee.
	  	9
	 SECTION 2.4
	  	 Periodic Reports to Institutional Trustee.
	  	9
	 SECTION 2.5
	  	 Evidence of Compliance with Conditions Precedent.
	  	9
	 SECTION 2.6
	  	 Trust Enforcement Events; Waiver.
	  	9
	 SECTION 2.7
	  	 Trust Enforcement Event; Notice.
	  	11
	ARTICLE III
	ORGANIZATION
	 SECTION 3.1
	  	 Name.
	  	11
	 SECTION 3.2
	  	 Office.
	  	11
	 SECTION 3.3
	  	 Purpose.
	  	11
	 SECTION 3.4
	  	 Authority.
	  	11
	 SECTION 3.5
	  	 Title to Property of the Trust.
	  	12
	 SECTION 3.6
	  	 Powers and Duties of the Administrative Trustees.
	  	12
	 SECTION 3.7
	  	 Prohibition of Actions by the Trust and the Trustees.
	  	14
	 SECTION 3.8
	  	 Powers and Duties of the Institutional Trustee.
	  	15
	 SECTION 3.9
	  	 Certain Duties and Responsibilities of the Institutional Trustee.
	  	16
	 SECTION 3.10
	  	 Certain Rights of Institutional Trustee.
	  	18
	 SECTION 3.11
	  	 Delaware Trustee.
	  	20
	 SECTION 3.12
	  	 Execution of Documents.
	  	20
	 SECTION 3.13
	  	 Not Responsible for Recitals or Issuance of Securities.
	  	20
	 SECTION 3.14
	  	 Duration of Trust.
	  	20
	 SECTION 3.15
	  	 Mergers.
	  	20
	 SECTION 3.16
	  	 Paying Agent.
	  	21

  

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	 	  	 	  	Page
	ARTICLE IV
	SPONSOR
	 SECTION 4.1
	  	 Sponsor’s Purchase of Common Securities.
	  	22
	 SECTION 4.2
	  	 Responsibilities of the Sponsor.
	  	22
	
	ARTICLE V
	TRUSTEES
			
	 SECTION 5.1
	  	 Number of Trustees.
	  	22
	 SECTION 5.2
	  	 Delaware Trustee.
	  	23
	 SECTION 5.3
	  	 Institutional Trustee; Eligibility.
	  	23
	 SECTION 5.4
	  	 Qualifications of Administrative Trustees and Delaware Trustee Generally.
	  	24
	 SECTION 5.5
	  	 Initial Trustees; Additional Powers of Administrative Trustees.
	  	24
	 SECTION 5.6
	  	 Appointment, Removal and Resignation of Trustees.
	  	25
	 SECTION 5.7
	  	 Vacancies among Trustees.
	  	26
	 SECTION 5.8
	  	 Effect of Vacancies.
	  	26
	 SECTION 5.9
	  	 Meetings.
	  	26
	 SECTION 5.10
	  	 Delegation of Power.
	  	27
	 SECTION 5.11
	  	 Merger, Conversion, Consolidation or Succession to Business.
	  	27
	
	ARTICLE VI
	DISTRIBUTIONS
			
	 SECTION 6.1
	  	 Distributions.
	  	27
	
	ARTICLE VII
	ISSUANCE OF SECURITIES
			
	 SECTION 7.1
	  	 General Provisions Regarding Securities.
	  	27
	 SECTION 7.2
	  	 Issuance of Securities; Purchase of Notes.
	  	28
	
	ARTICLE VIII
	TERMINATION OF TRUST
			
	 SECTION 8.1
	  	 Termination of Trust.
	  	29
	
	ARTICLE IX
	TRANSFER OF INTERESTS
			
	 SECTION 9.1
	  	 Transfer of Securities.
	  	29
	 SECTION 9.2
	  	 Transfer of Certificates.
	  	30

  

 -ii- 









					
	 	  	 	  	Page
	 SECTION 9.3
	  	 Deemed Security Holders.
	  	30
	 SECTION 9.4
	  	 Book Entry Interests.
	  	30
	 SECTION 9.5
	  	 Notices to Clearing Agency.
	  	31
	 SECTION 9.6
	  	 Appointment of Successor Clearing Agency.
	  	31
	 SECTION 9.7
	  	 Definitive Capital Security Certificates.
	  	31
	 SECTION 9.8
	  	 Mutilated, Destroyed, Lost or Stolen Certificates.
	  	32
	
	ARTICLE X
	LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
			
	 SECTION 10.1
	  	 Liability.
	  	32
	 SECTION 10.2
	  	 Exculpation.
	  	32
	 SECTION 10.3
	  	 Fiduciary Duty.
	  	33
	 SECTION 10.4
	  	 Indemnification.
	  	34
	 SECTION 10.5
	  	 Outside Businesses.
	  	36
	
	ARTICLE XI
	ACCOUNTING
			
	 SECTION 11.1
	  	 Fiscal Year.
	  	36
	 SECTION 11.2
	  	 Certain Accounting Matters.
	  	36
	 SECTION 11.3
	  	 Banking.
	  	37
	 SECTION 11.4
	  	 Withholding.
	  	37
	ARTICLE XII
	AMENDMENTS AND MEETINGS
			
	 SECTION 12.1
	  	 Amendments.
	  	37
	 SECTION 12.2
	  	 Meetings of the Holders of Securities; Action by Written Consent.
	  	39
	
	ARTICLE XIII
	REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE
			
	 SECTION 13.1
	  	 Representations and Warranties of Institutional Trustee.
	  	40
	 SECTION 13.2
	  	 Representations and Warranties of Delaware Trustee.
	  	41
	
	ARTICLE XIV
	MISCELLANEOUS
			
	 SECTION 14.1
	  	 Notices.
	  	41
	 SECTION 14.2
	  	 Governing Law.
	  	42

  

 -iii- 









					
	 	  	 	  	Page
	 SECTION 14.3
	  	 Intention of the Parties.
	  	42
	 SECTION 14.4
	  	 Headings.
	  	42
	 SECTION 14.5
	  	 Successors and Assigns.
	  	42
	 SECTION 14.6
	  	 Partial Enforceability.
	  	43
	 SECTION 14.7
	  	 Counterparts.
	  	43

  

 -iv- 








 ANNEXES AND EXHIBITS 
  

			
	 ANNEX I
	  	 Terms of 7.686% Capital Securities and 7.686% Common Securities

		
	 EXHIBIT A-1
	  	 Form of Capital Security Certificate

	 EXHIBIT A-2
	  	 Form of Common Security Certificate

	 EXHIBIT B
	  	 Specimen of Note

	 EXHIBIT C
	  	 Underwriting Agreement


  

 -v- 








 AMENDED AND RESTATED DECLARATION OF TRUST 
 OF 
 CAPITAL ONE CAPITAL III 
 August 1, 2006 
 AMENDED AND RESTATED
DECLARATION OF TRUST (“Declaration”) dated and effective as of August 1, 2006, by the Trustees (as defined herein), the Sponsor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the assets
of the Trust to be issued pursuant to this Declaration; 
 WHEREAS, the Trustees and the Sponsor established Capital One Capital III (the
“Trust”), a trust under the Statutory Trust Act (as defined herein) pursuant to a Declaration of Trust dated as of June 2, 2005 (the “Original Declaration”) and a Certificate of Trust filed with the Secretary of State of the
State of Delaware on June 2, 2005, for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in certain Notes of the Notes Issuer;

 WHEREAS, as of the date hereof, no interests in the Trust have been issued; 
 WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend and restate each and every term and provision of the Original Declaration; and

 NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory trust under the Statutory Trust Act and
that this Declaration constitute the governing instrument of such statutory trust, the Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing
undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration. 
 ARTICLE I

 INTERPRETATION AND DEFINITIONS 
 SECTION 1.1 Definitions. 
 Unless the context otherwise requires: 
 (a) Capitalized terms used in this Declaration 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 Declaration has the same meaning throughout; 
 (c) all references to “the Declaration” or “this Declaration” are to this Declaration as modified, supplemented or amended from time
to time; 
 (d) all references in this Declaration to Articles and Sections and Annexes and Exhibits are to Articles and Sections of and
Annexes and Exhibits to this Declaration unless otherwise specified; 
  

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 (e) a term defined in the Trust Indenture Act has the same meaning when used in this Declaration unless
otherwise defined in this Declaration or unless the context otherwise requires; and 
 (f) a reference to the singular includes the plural
and vice versa. 
 “Administrative Trustee”: has the meaning specified in Section 5.1. 
 “Affiliate”: has the same meaning as given to that term in Rule 405 of the Securities Act or any successor rule thereunder. 

“Alternative Payment Mechanism”: has the meaning set forth in paragraph 2(c) of Annex I. 
 “APM Period”: has the meaning set forth in paragraph 2(c) of Annex I. 
 “Authorized Officer”: of a Person means any Person that is authorized to bind such Person. 
 “Book Entry Interest”: means a beneficial interest in a Global Certificate, ownership and transfers of which shall be maintained and
made through book entries by a Clearing Agency as described in Section 9.4. 
 “Business Day”: means any day other than
(i) a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or (ii) on or after August 15, 2036, a day that is not a day on which
dealings in deposits in U.S. dollars are transacted in the London interbank market. 
 “Capital Securities Guarantee”: means
the guarantee agreement dated as of August 1, 2006, of the Sponsor in respect of the Capital Securities. 
 “Capital
Security”: has the meaning specified in Section 7.1. 
 “Capital Security Beneficial Owner”: means, with
respect to a Book Entry Interest, a Person who is the beneficial owner of such Book Entry Interest, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency). 
 “Capital Security Certificate”: means a certificate representing a Capital Security substantially in the form of Exhibit A-1. 
 “Capital Treatment Event”: has the meaning set forth in Annex I hereto. 
 “Certificate”: means a Common Security Certificate or a Capital Security Certificate. 
 “Clearing
Agency”: means an organization registered as a “Clearing Agency” pursuant to Section 17A of the Exchange Act that is acting as depositary for the Capital Securities and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake to effect book entry transfers and pledges of the Capital Securities. 
 “Clearing Agency Participant”: means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Clearing Agency effects book entry transfers and pledges of
securities deposited with the Clearing Agency. 
  

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 “Closing Date”: means August 1, 2006. 
 “Code”: means the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation. 
 “Commission”: means the Securities and Exchange Commission. 
 “Common Security”: has the meaning specified in Section 7.1. 
 “Common Security Certificate”: means a definitive certificate in fully registered form representing a Common Security substantially in
the form of Exhibit A-2. 
 “Company Indemnified Person”: means (a) any Administrative Trustee; (b) any Affiliate
of any Administrative Trustee; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrative Trustee; or (d) any officer, employee or agent of the Trust or its Affiliates.

 “Compounded Interest”: has the meaning set forth in the Indenture. 
 “Corporate Trust Office”: means the office of the Institutional Trustee at which the corporate trust business of the Institutional
Trustee shall, at any particular time, be principally administered, which office at the date of execution of this Declaration is located at The Bank of New York, 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602. 
 “Coupon Rate”: has the meaning set forth in paragraph 2(a) of Annex I. 
 “Covered Person”: means: (a) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the
Trust or (ii) the Trust’s Affiliates; and (b) any Holder of Securities. 
 “Deferral Period”: has the meaning
set forth in paragraph 2(b) of Annex I. 
 “Definitive Capital Security Certificates”: has the meaning set forth in
Section 9.4. 
 “Delaware Trustee”: has the meaning set forth in Section 5.1(b). 
 “Distribution”: has the meaning set forth in Section 6.1. 
 “DTC”: means The Depository Trust Company, the initial Clearing Agency. 
 “Eligible Proceeds”: has the meaning set forth in paragraph 2(c) of Annex I. 
 “Exchange Act”: means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation. 
 “Federal Reserve”: means the Board of Governors of the Federal Reserve System, as from time to time constituted or, if at any time after
the execution of this Declaration the Federal Reserve is not existing and performing the duties now assigned to it, the body performing such duties at such time. 
 “Fiduciary Indemnified Person”: has the meaning set forth in Section 10.4(b). 
 “Fiscal Year”: has the meaning specified in Section 11.1. 
  

 3 








 “Global Certificate”: has the meaning set forth in Section 9.4. 
 “Holder”: means a Person in whose name a Certificate representing a Security is registered, such Person being a beneficial owner within
the meaning of the Statutory Trust Act. 
 “Indemnified Person”: means a Company Indemnified Person or a Fiduciary
Indemnified Person. 
 “Indenture”: means the Indenture dated as of June 6, 2006, between the Notes Issuer and the
Indenture Trustee, as supplemented by the Second Supplemental Indenture, dated as of August 1, 2006, between the Notes Issuer and the Indenture Trustee. 
 “Indenture Event of Default”: has the meaning given to the term “Event of Default” in the Indenture. 
 “Indenture Trustee”: means The Bank of New York, as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such successor trustee. 
 “Institutional Trustee”: means the Trustee meeting the eligibility requirements set forth in Section 5.3. 
 “Institutional Trustee Account”: has the meaning set forth in Section 3.8(c). 
 “Investment Company”: means an investment company as defined in the Investment Company Act. 
 “Investment Company Act”: means the Investment Company Act of 1940, as amended from time to time, or any successor legislation.

 “Investment Company Event”: has the meaning set forth in Annex I hereto. 
 “Legal Action”: has the meaning set forth in Section 3.6(g). 
 “List of Holders”: has the meaning set forth in Section 2.2(a). 
 “Market Disruption Event”: means the occurrence or existence of any of the following events or sets of circumstances: 
 (i) trading in securities generally on the New York Stock Exchange or any other national securities exchange or over-the-counter market on which the Notes
Issuer’s common stock and/or preferred stock is then listed or traded shall have been suspended or its settlement generally shall have been materially disrupted; 
 (ii) the Notes Issuer would be required to obtain the consent or approval of its shareholders or a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue qualifying
warrants or non-cumulative perpetual preferred stock pursuant to the Alternative Payment Mechanism or to issue qualifying capital securities pursuant to its repayment obligations with respect to principal on the Notes, and the Notes Issuer fails to
obtain such consent or approval notwithstanding its commercially reasonable efforts to obtain such consent or approval (including, without limitation, failing to obtain approval for such issuance if required from the Federal Reserve after having
given notice to the Federal Reserve as required under the Indenture); or 
  

 4 








 (iii) an event occurs and is continuing as a result of which the offering document for the offer and sale
of qualifying warrants or non-cumulative perpetual preferred stock or qualifying capital securities, as the case may be, would, in the Notes Issuer’s reasonable judgment, contain an untrue statement of a material fact or omit to state a
material fact required to be stated in that offering document or necessary to make the statements in that offering document not misleading and either (a) the disclosure of that event, in the Note Issuer’s reasonable judgment, would have a
material adverse effect on its business or (b) the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Notes Issuer’s ability to consummate such
transaction; provided that one or more events described in this clause (iii) shall not constitute a Market Disruption Event with respect to more than one semi-annual interest payment date (or after the scheduled maturity date, six consecutive
monthly interest payment dates) in any APM Period or, in the case of the Notes Issuer’s obligations in connection with the repayment of principal on the Notes, more than six monthly interest payment dates (whether or not consecutive).

 “Majority in liquidation amount of the Securities”: 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 an aggregate liquidation amount representing 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. 
 “Non-Acceleration
Period”: means the period commencing immediately upon the first interest payment date with respect to which the Notes Issuer elects to defer all or part of any interest payment on the Notes, and ending on the earlier of (i) the
interest payment date relating to the tenth anniversary of the commencement of the Non-Acceleration Period, (ii) the redemption of the Notes, and (iii) August 1, 2066. 
 “Notes”: means the series of Notes to be issued by the Notes Issuer under the Indenture to be held by the Institutional Trustee
hereunder, a specimen certificate for such series of Notes being attached hereto as Exhibit B. 
 “Notes Issuer”: means
Capital One Financial Corporation, a bank holding company incorporated in Delaware (or the Sponsor), in its capacity as issuer of the Notes under the Indenture. 
 “Officers’ Certificate”: means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to compliance
with a condition or covenant provided for in this Declaration shall include: 
 (a) a statement that each officer signing the Officers’
Certificate has read the covenant or condition and the definitions relating thereto; 
 (b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering the Officers’ Certificate; 
 (c) a statement that each such officer
has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  

 5 








 (d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been
complied with. 
 “One-month LIBOR”: means, with respect to any monthly interest period beginning on or after
August 15, 2036, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period commencing on the first day of that monthly interest period that appears on Telerate Page 3750 as of 11:00 a.m. (London
time) on the LIBOR determination date for that monthly interest period. If such rate does not appear on Moneyline Telerate Page 3750, one-month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a one-month
period commencing on the first day of that monthly interest period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the
calculation agent (after consultation with us), at approximately 11:00 a.m., London time on the LIBOR determination date for that monthly interest period. The calculation agent will request the principal London office of each of such banks to
provide a quotation of its rate. If at least two such quotations are provided, one-month LIBOR with respect to that monthly interest period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such
quotations. If fewer than two quotations are provided, one-month LIBOR with respect to that monthly interest period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three
major banks in New York City selected by the calculation agent, at approximately 11:00 a.m., New York City time, on the first day of that monthly interest period for loans in U.S. dollars to leading European banks for a one-month period commencing
on the first day of that monthly interest period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the calculation agent to provide quotations are quoting as described above, one-month LIBOR for
that monthly interest period will be the same as one-month LIBOR as determined for the previous monthly interest period or, in the case of the monthly interest period beginning on the scheduled maturity date, 5.4%. The establishment of one-month
LIBOR for each monthly interest period by the calculation agent shall (in the absence of manifest error) be final and binding. For purposes of this definition, “London banking day” means any day on which commercial banks are open
for general business (including dealings in deposits in U.S. dollars) in London, England; “LIBOR determination date” means the second London banking day immediately preceding the first day of the relevant interest period;
“MoneyLine Telerate Page” means the display on Moneyline Telerate, Inc., or any successor service, on Telerate Page 3750 or any replacement page or pages on that service; “Telerate Page 3750” means the display
designated on page 3750 on MoneyLine Telerate Page (or such other page as may replace the 3750 page on the service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank
offered rates for U.S. dollar deposits); and “calculation agent” means JPMorgan Chase Bank, National Association, or any other firm appointed by the Notes Issuer, acting as calculation agent for the Notes. 
 “Paying Agent”: means any paying agent or co-paying agent appointed pursuant to Section 3.16 and shall initially be The Bank of New
York. 
 “Payment Amount”: has the meaning specified in Section 6.1. 
 “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. 
 “Quorum”: means any one Administrative Trustee or, if there is only one Administrative Trustee, such Administrative Trustee. 

“Redemption Price”: has the meaning set forth in Annex I hereto. 
  

 6 








 “Registrar”: has the meaning specified in Section 9.2. 
 “Related Party”: means, with respect to the Sponsor, any direct or indirect wholly owned subsidiary of the Sponsor or any other Person
that owns, directly or indirectly, 100% of the outstanding voting securities of the Sponsor. 
 “Replacement Capital
Covenant”: means the Replacement Capital Covenant, dated as of August 1, 2006, of the Notes Issuer, as the same may be amended or supplemented from time to time in accordance with the provisions thereto. 
 “Responsible Officer”: means, with respect to the Institutional Trustee, any officer within the Corporate Trust Office of the
Institutional Trustee with direct responsibility for the administration of this Declaration 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. 
 “Rule 3a-5”: means Rule 3a-5 under the Investment Company Act.

 “Securities”: means the Common Securities and the Capital Securities. 
 “Securities Act”: means the Securities Act of 1933, as amended from time to time, or any successor legislation. 
 “Special Event”: has the meaning set forth in Annex I hereto. 
 “Sponsor”: means Capital One Financial Corporation, a bank holding company that is a U.S. person incorporated in Delaware, or any
successor entity in a merger, consolidation or amalgamation, in its capacity as sponsor of the Trust. 
 “Statutory Trust
Act”: means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §3801 et seq., as it may be amended from time to time, or any successor legislation. 
 “Subsidiary” means, with respect to any company, a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by that company or by one or more other
Subsidiaries, or by the company and one or more other Subsidiaries. For purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency. 
 “Successor Delaware Trustee”: has the meaning
set forth in Section 5.6. 
 “Successor Entity”: has the meaning set forth in Section 3.15(b). 
 “Successor Institutional Trustee”: has the meaning set forth in Section 5.6. 
 “Successor Securities”: has the meaning set forth in Section 3.15(b). 
 “Super Majority”: has the meaning set forth in Section 2.6(a)(ii). 
 “Tax Event”: has the meaning set forth in Annex I hereto. 
 “10% in liquidation amount of the Securities”: 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 
  

 7 








 outstanding Common Securities voting separately as a class, who are the record owners of an aggregate liquidation amount
representing 10% or more 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. 
 “Treasury Regulations”: means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United States Treasury, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). 
 “Trustee” or “Trustees”: means each Person who has signed this Declaration as a trustee, so long as such Person shall
continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees
shall refer to such Person or Persons solely in their capacity as trustees hereunder. 
 “Trust Enforcement Event”: in
respect of the Securities means an Indenture Event of Default 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. 
 “Underwriting Agreement”: means the Underwriting Agreement for the offering and sale of Capital Securities in the form of Exhibit C. 
 ARTICLE II 
 TRUST INDENTURE ACT 
 SECTION 2.1 Trust Indenture Act; Application. 
 (a) This Declaration is subject to the provisions of the Trust Indenture Act that are required to be part of this Declaration and shall, to the extent applicable, be governed by such provisions. 
 (b) The Institutional Trustee shall be the only Trustee that is a Trustee for the purposes of the Trust Indenture Act. 
 (c) If and to the extent that any provision of this Declaration limits, qualifies or conflicts with the duties imposed by §§ 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control. 
 (d) The application of the Trust Indenture Act to this
Declaration shall not affect the nature of the Securities as equity securities representing undivided beneficial interests in the assets of the Trust. 
 SECTION 2.2 Lists of Holders of Securities. 
 (a) Each of the Sponsor and the Administrative Trustees
on behalf of the Trust shall provide the Institutional Trustee (i) within 14 days after each record date for payment of Distributions, a list, in such form as the Institutional Trustee may reasonably require, of the names and addresses of the
Holders of the Securities (“List of Holders”) as of such record date, provided, that neither the Sponsor nor the Administrative Trustees on behalf of the Trust shall be obligated to provide such List of Holders at any 
  

 8 








 time the List of Holders does not differ from the most recent List of Holders given to the Institutional Trustee by the
Sponsor and the Administrative Trustees on behalf of the Trust, and (ii) at any other time, within 30 days of receipt by the Trust of a written request for a List of Holders as of a date no more than 14 days before such List of Holders is given
to the Institutional Trustee. The Institutional Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in Lists of Holders given to it or which it receives in the capacity as Paying Agent (if acting in
such capacity), provided, that the Institutional Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders. 
 (b) The Institutional Trustee shall comply with its obligations under §§ 311(a), 311(b) and 312(b) of the Trust Indenture Act. 
 SECTION 2.3 Reports by the Institutional Trustee. Within 60 days after August 1 of each year, the Institutional Trustee shall provide to the Holders of the Capital Securities such reports as are required
by § 313 of the Trust Indenture Act, if any, in the form and in the manner provided by § 313 of the Trust Indenture Act. The Institutional Trustee shall also comply with the requirements of § 313(d) of the Trust Indenture Act.

 SECTION 2.4 Periodic Reports to Institutional Trustee. Each of the Sponsor and the Administrative Trustees on behalf of the Trust
shall provide to the Institutional Trustee such documents, reports and information as required by § 314 of the Trust Indenture Act (if any) and the compliance certificate required by § 314 of the Trust Indenture Act in the form, in the
manner and at the times required by § 314 of the Trust Indenture Act. Delivery of such reports, information and documents to the Institutional Trustee is for informational purposes only and the Institutional Trustee’s receipt of such shall
not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Institutional Trustee is
entitled to rely exclusively on Officers’ Certificates). 
 SECTION 2.5 Evidence of Compliance with Conditions Precedent. Each of
the Sponsor and the Administrative Trustees on behalf of the Trust shall provide to the Institutional Trustee such evidence of compliance with any conditions precedent provided for in this Declaration that relate to any of the matters set forth in
§ 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to § 314(c)(1) of the Trust Indenture Act may be given in the form of an Officers’ Certificate. 
 SECTION 2.6 Trust Enforcement Events; Waiver. 
 (a) The Holders of a Majority in liquidation amount of Capital Securities may, by vote, on behalf of the Holders of all of the Capital Securities, waive any past Trust Enforcement Event in respect of the Capital Securities and its
consequences, provided, that if the underlying Indenture Event of Default: 
 (i) is not waivable under the Indenture, the
Trust Enforcement Event shall also not be waivable; or 
 (ii) is waivable only with the consent of holders of more than a
majority in principal amount of the Notes (a “Super Majority”) affected thereby, only the Holders of at least the proportion in aggregate liquidation amount of the Capital Securities that the relevant Super Majority represents of
the aggregate principal amount of the Notes outstanding may waive such Trust Enforcement Event in respect of the Capital Securities under the Declaration. 
  

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 The foregoing provisions of this Section 2.6(a) shall be in lieu of § 316(a)(1)(B) of the Trust Indenture Act
and such § 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such default shall cease to exist, and any Trust
Enforcement Event with respect to the Capital Securities arising therefrom shall be deemed to have been cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or a Trust Enforcement Event
with respect to the Capital Securities or impair any right consequent thereon. Any waiver by the Holders of the Capital Securities of a Trust Enforcement Event with respect to the Capital Securities shall also be deemed to constitute a waiver by the
Holders of the Common Securities of any such Trust Enforcement Event with respect to the Common Securities for all purposes of this Declaration without any further act, vote, or consent of the Holders of the Common Securities. 
 (b) The Holders of a Majority in liquidation amount of the Common Securities may, by vote, on behalf of the Holders of all of the Common Securities,
waive any past Trust Enforcement Event with respect to the Common Securities and its consequences, provided, that if the underlying Indenture Event of Default: 
 (i) is not waivable under the Indenture, except where the Holders of the Common Securities are deemed to have waived such Trust
Enforcement Event as provided in this Section 2.6(b), the Trust Enforcement Event shall also not be waivable; or 
 (ii)
is waivable only with the consent of a Super Majority, except where the Holders of the Common Securities are deemed to have waived such Trust Enforcement Event as provided in this Section 2.6(b), only the Holders of at least the proportion in
aggregate liquidation amount of the Common Securities that the relevant Super Majority represents of the aggregate principal amount of the Notes outstanding may waive such Trust Enforcement Event in respect of the Common Securities under the
Declaration; 
 provided, further each Holder of Common Securities will be deemed to have waived any such Trust Enforcement Event and all Trust Enforcement
Events with respect to the Common Securities and its consequences until all Trust Enforcement Events with respect to the Capital Securities have been cured, waived or otherwise eliminated, and until such Trust Enforcement Events with respect to the
Capital Securities have been so cured, waived or otherwise eliminated, the Institutional Trustee will be deemed to be acting solely on behalf of the Holders of the Capital Securities and only the Holders of the Capital Securities will have the right
to direct the Institutional Trustee in accordance with the terms of the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of §§ 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such §§
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b), upon the
waiver of a Trust Enforcement Event by the Holders of a Majority in liquidation amount of the Common Securities, any such default shall cease to exist and any Trust Enforcement Event with respect to the Common Securities arising therefrom shall be
deemed to have been cured for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or Trust Enforcement Event with respect to the Common Securities or impair any right consequent thereon. 

(c) A waiver of an Indenture Event of Default by the Institutional Trustee at the direction of the Holders of the Capital Securities, constitutes a
waiver of the corresponding Trust Enforcement Event. The foregoing provisions of this Section 2.6(c) shall be in lieu of § 316(a)(1)(B) of the Trust Indenture Act and such § 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. 
  

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 SECTION 2.7 Trust Enforcement Event; Notice. 
 (a) The Institutional Trustee shall, within 90 days after the occurrence of a Trust Enforcement Event, transmit by mail, first class postage prepaid, to
the Holders of the Securities, notices of (i) all defaults with respect to the Securities actually known to a Responsible Officer of the Institutional Trustee, unless such defaults have been cured before the giving of such notice (the term
“defaults” for the purposes of this Section 2.7(a) being hereby defined to be an Indenture Event of Default, not including any periods of grace provided for therein and irrespective of the giving of any notice provided therein) and
(ii) any notice of default received from the Indenture Trustee with respect to the Notes, which notice from the Institutional Trustee to the Holders shall state that an Indenture Event of Default also constitutes a Trust Enforcement Event;
provided that, except for a default in the payment of principal of (or premium, if any) or interest on any of the Notes, the Institutional Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the
Institutional Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. 
 (b) The Institutional Trustee shall not be deemed to have knowledge of any default except: 
 (i) a default under
Sections 5.7(b) and 5.7(c) of the Indenture; or 
 (ii) any default as to which the Institutional Trustee shall have received
written notice or of which a Responsible Officer of the Institutional Trustee charged with the administration of the Declaration shall have actual knowledge. 
 ARTICLE III 
 ORGANIZATION 
 SECTION 3.1 Name. The Trust is named “Capital One Capital III,” as such name may be modified from time to time by the Administrative Trustees following written notice to the Institutional Trustee, the
Delaware Trustee and the Holders of Securities. The Trust’s activities may be conducted under the name of the Trust or any other name deemed advisable by the Administrative Trustees. 
 SECTION 3.2 Office. The address of the principal office of the Trust is c/o Capital One Financial Corporation, 1680 Capital One Drive, McLean,
Virginia 22102. On ten Business Days written notice to the Institutional Trustee, the Delaware Trustee and the Holders of Securities, the Administrative Trustees may designate another principal office. 
 SECTION 3.3 Purpose. The exclusive purposes and functions of the Trust are (a) to issue and sell Securities and use the proceeds from such
sale to acquire the Notes, and (b) except as otherwise limited herein, to engage in only those other activities necessary, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge
any of its assets, or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust. 
 SECTION 3.4 Authority. Subject to the limitations provided in this Declaration and to the specific duties of the Institutional Trustee and the
Sponsor, the Administrative Trustees shall have exclusive and complete authority to carry out the purposes of the Trust. An action taken by the Administrative Trustees in accordance with their powers shall constitute the act of and serve to bind the
Trust and an action taken by the Institutional Trustee on behalf of the Trust in accordance with its powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust, no Person shall be
required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Declaration. 
  

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 SECTION 3.5 Title to Property of the Trust. Except as provided in Section 3.8 with respect to
the Notes and the Institutional Trustee Account or as otherwise provided in this Declaration, legal title to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the Trust, but
shall have an undivided beneficial interest in the assets of the Trust. 
 SECTION 3.6 Powers and Duties of the Administrative
Trustees. The Administrative Trustees shall have the exclusive power, duty and authority to cause the Trust to engage in the following activities (and any actions taken by the Administrative Trustees in furtherance of the following prior to the
date hereof are hereby ratified and confirmed in all respects): 
 (a) to issue and sell the Capital Securities and the Common Securities in
accordance with this Declaration; provided, however, that the Trust may issue no more than one series of Capital Securities and no more than one series of Common Securities, and, provided further, that there shall be no interests in the Trust other
than the Securities, and the issuance of Securities shall be limited to a simultaneous issuance of both Capital Securities and Common Securities on the Closing Date; 
 (b) in connection with the issue and sale of the Capital Securities, at the direction of the Sponsor, to: 
 (i) execute and file with the Commission on behalf of the Trust a registration statement on Form S-3 or on another appropriate form, or a registration statement under Rule 462(b) of the Securities Act, in each case
prepared by the Sponsor, including any pre-effective or post-effective amendments thereto, relating to the registration under the Securities Act of the Capital Securities; 
 (ii) execute and file any documents prepared by the Sponsor, or take any acts as determined by the Sponsor to be necessary in order to
qualify or register all or part of the Capital Securities in any State in which the Sponsor has determined to qualify or register such Capital Securities for sale; and 
 (iii) deliver the Underwriting Agreement providing for the sale of the Capital Securities; 
 (c) to acquire the Notes with the proceeds of the sale of the Capital Securities and the Common Securities; provided, however, that the Administrative
Trustees shall cause legal title to the Notes to be held of record in the name of the Institutional Trustee for the benefit of the Holders of the Capital Securities and the Holders of Common Securities; 
 (d) to give the Sponsor and the Institutional Trustee prompt written notice of the occurrence of a Special Event; provided, that the Administrative
Trustees shall consult with the Sponsor and the Institutional Trustee before taking or refraining from taking any ministerial action in relation to a Special Event; 
 (e) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including and with respect to, for the purposes of §316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Capital Securities and Holders of Common Securities as to such actions and applicable record dates; 
  

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 (f) to take all actions and perform such duties as may be required of the Administrative Trustees
pursuant to the terms of the Securities; 
 (g) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise
adjust claims or demands of or against the Trust (“Legal Action”), unless pursuant to Section 3.8(e), the Institutional Trustee has the exclusive power to bring such Legal Action; 
 (h) to employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services; 
 (i) to cause the Trust to comply with the Trust’s obligations under the
Trust Indenture Act; 
 (j) to give the certificate required by § 314(a)(4) of the Trust Indenture Act to the Institutional Trustee,
which certificate may be executed by any Administrative Trustee; 
 (k) to incur expenses that are necessary or incidental to carry out any of
the purposes of the Trust; 
 (l) to act as, or appoint another Person to act as, registrar and transfer agent for the Securities; 

(m) to give prompt written notice to the Holders of the Securities of any notice received from the Notes Issuer of its election to defer payments of
interest on the Notes by extending the interest payment period under the Indenture; 
 (n) to give prompt written notice to the Holders of the
Securities of the receipt of an Officers’ Certificate from the Notes Issuer stating that a Market Disruption Event has occurred as authorized by the Indenture; 
 (o) to take all action that may be necessary or appropriate for the preservation and the continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders of the Capital Securities or to enable the Trust to effect the purposes for which the Trust was created;

 (p) to take any action, not inconsistent with this Declaration or with applicable law, that the Administrative Trustees determine in their
discretion to be necessary or desirable in carrying out the activities of the Trust as set out in this Section 3.6, including, but not limited to: 
 (i) causing the Trust not to be deemed to be an Investment Company required to be registered under the Investment Company Act; 
 (ii) causing the Trust to be classified for United States federal income tax purposes as a grantor trust; and 
 (iii) cooperating with the Notes Issuer to ensure that the Notes will be treated as indebtedness of the Notes Issuer for United States
federal income tax purposes; 
 provided, that any such action does not adversely affect the interests of Holders;

  

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 (q) to take all action necessary to cause all applicable tax returns and tax information reports that are
required to be filed with respect to the Trust to be duly prepared and filed by the Administrative Trustees, on behalf of the Trust; and 
 (r) to execute all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing. 
 The Administrative Trustees must exercise the powers set forth in this Section 3.6 in a manner that is consistent with the purposes and functions of the Trust set
out in Section 3.3, and the Administrative Trustees shall not take any action that is inconsistent with the purposes and functions of the Trust set forth in Section 3.3. 
 Subject to this Section 3.6, the Administrative Trustees shall have none of the powers or the authority of the Institutional Trustee set forth in
Section 3.8. 
 Any expenses incurred by the Administrative Trustees pursuant to this Section 3.6 shall be reimbursed by the Notes
Issuer. 
 SECTION 3.7 Prohibition of Actions by the Trust and the Trustees. 
 (a) The Trust shall not, and the Trustees (including the Institutional Trustee) shall not cause the Trust to, engage in any activity other than as
required or authorized by this Declaration. In particular, the Trust shall not: 
 (i) invest any proceeds received by the
Trust from holding the Notes, but shall promptly distribute all such proceeds to Holders of Securities pursuant to the terms of this Declaration and of the Securities; 
 (ii) acquire any assets other than as expressly provided herein; 
 (iii) possess Trust property for other than a Trust purpose; 
 (iv) make any loans or incur any indebtedness; 
 (v) possess any power or otherwise act in such a way as to vary the Trust assets; 
 (vi) possess any power or otherwise act in such a way as to vary the terms of the Securities in any way whatsoever (except to the extent
expressly authorized in this Declaration or by the terms of the Securities); 
 (vii) issue any securities or other evidences
of beneficial ownership of, or beneficial interest in, the Trust other than the Securities; 
 (viii) take any action
inconsistent with the status of the Trust as a grantor trust for United States federal income tax purposes; 
 (ix) other than
as provided in this Declaration or Annex I, (A) direct the time, method and place of exercising any trust or power conferred upon the Indenture Trustee with respect to the Notes, (B) waive any past Trust Enforcement Event that is waivable
under the Indenture, (C) exercise any right to rescind or annul any declaration that the principal of all the Notes shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture 
  

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 or the Notes where such consent shall be required unless the Trust shall have obtained an opinion of
nationally recognized independent tax counsel experienced in such matters to the effect that as a result of such action, the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes; or 
 (x) revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities. 
 SECTION 3.8 Powers and Duties of the Institutional Trustee. 
 (a) The legal title to the Notes shall be owned by and held of record in the name of the Institutional Trustee in trust for the benefit of the Holders of the Securities. The right, title and interest of the
Institutional Trustee to the Notes shall vest automatically in each Person who may hereafter be appointed as Institutional Trustee in accordance with Section 5.6. Such vesting and cessation of title shall be effective whether or not
conveyancing documents with regard to the Notes have been executed and delivered. 
 (b) The Institutional Trustee shall not transfer its
right, title and interest in the Notes to the Administrative Trustees or to the Delaware Trustee (if the Institutional Trustee does not also act as Delaware Trustee). 
 (c) The Institutional Trustee shall: 
 (i) establish and maintain a segregated non-interest
bearing trust account (the “Institutional Trustee Account”) in the name of and under the exclusive control of the Institutional Trustee on behalf of the Holders of the Securities and, upon the receipt of payments of funds made in
respect of the Notes held by the Institutional Trustee, deposit such funds into the Institutional Trustee Account and make payments to the Holders of the Capital Securities and Holders of the Common Securities from the Institutional Trustee Account
in accordance with Section 6.1. Funds in the Institutional Trustee Account shall be held uninvested until disbursed in accordance with this Declaration. The Institutional Trustee Account shall be an account that is maintained with a banking
institution the rating on whose long-term unsecured indebtedness assigned by a “nationally recognized statistical rating organization,” as that term is defined for purposes of Rule 436(g)(2) under the Securities Act, is at least equal to
the rating assigned to the Capital Securities by a nationally recognized statistical rating organization; 
 (ii) engage in
such ministerial activities as shall be necessary or appropriate to effect the redemption of the Capital Securities and the Common Securities to the extent the Notes are redeemed or mature; and 
 (iii) upon written notice of distribution issued by the Administrative Trustees in accordance with the terms of the Securities, engage in
such ministerial activities as shall be necessary or appropriate to effect the distribution of the Notes to Holders of Securities upon the occurrence of certain Special Events or other specified circumstances pursuant to the terms of the Securities.

 (d) The Institutional Trustee shall take all actions and perform such duties as may be specifically required of the Institutional Trustee
pursuant to the terms of the Securities. 
 (e) Subject to Section 2.6, the Institutional Trustee shall take any Legal Action that
arises out of or in connection with a Trust Enforcement Event of which a Responsible Officer of the Institutional 
  

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 Trustee has actual knowledge or the Institutional Trustee’s duties and obligations under this Declaration or the
Trust Indenture Act. Notwithstanding the foregoing, if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of the Note Issuer to pay interest, principal or other required payments on the Notes on
the date such interest, principal or other required payments are otherwise payable (or in the case of redemption, on the redemption date), then a Holder of Capital Securities may directly institute a proceeding against the Notes Issuer for
enforcement of payment to such Holder of the principal of or interest on Notes having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such Holder (a “Direct Action”) on or after the
respective due date specified in the Notes; provided, however, that if a Trust Enforcement Event results from the failure to pay interest on the Notes during any Non-Acceleration Period, then a Holder of Capital Securities may not institute a Direct
Action for the payment of principal on the Notes, and the Institutional Trustee may not take any Legal Action for the payment of principal on the Notes, during such Non-Acceleration Period. Notwithstanding anything to the contrary in this
Declaration or the Indenture, the Notes Issuer shall have the right to set-off any payment it is otherwise required to make under the Indenture in respect of any Capital Security to the extent the Notes Issuer has heretofore made, or is currently on
the date of such payment making, a payment under the Capital Securities Guarantee or a Direct Action. 
 (f) The Institutional Trustee shall
continue to serve as a Trustee until either: 
 (i) the Trust has been completely liquidated and the proceeds of the
liquidation distributed to the Holders of Securities pursuant to the terms of the Securities and this Declaration (including Annex I); or 
 (ii) a Successor Institutional Trustee has been appointed and has accepted that appointment in accordance with Section 5.6. 
 (g) The Institutional Trustee shall have the legal power to exercise all of the rights, powers and privileges of a holder of Notes under the Indenture and, if a Trust Enforcement Event actually known to a Responsible
Officer of the Institutional Trustee occurs and is continuing, the Institutional Trustee shall, for the benefit of Holders of the Securities, enforce its rights as holder of the Notes subject to the rights of the Holders pursuant to the terms of
such Securities, this Declaration (including Annex I), the Statutory Trust Act and the Trust Indenture Act. 
 (h) Subject to this
Section 3.8, the Institutional Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 3.6. 
 The Institutional Trustee must exercise the powers set forth in this Section 3.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Institutional
Trustee shall have no power to and shall not take any action that is inconsistent with the purposes and functions of the Trust set out in Section 3.3. 
 SECTION 3.9 Certain Duties and Responsibilities of the Institutional Trustee. 
 (a) The Institutional
Trustee, before the occurrence of any Trust Enforcement Event and after the curing of all Trust Enforcement Events that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Declaration and no implied
covenants shall be read into this Declaration against the Institutional Trustee. Subject to any voting right of the Holders under the Securities, if the Institutional Trustee is required to decide between alternative causes of action under this
Declaration, construe ambiguous provisions in this Declaration or is unsure of the application of any provision of this Declaration, the Institutional Trustee will take such action as directed by the Sponsor 
  

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 and, if not so directed, shall take such action as it deems necessary. In case a Trust Enforcement Event has occurred
(that has not been cured or waived pursuant to Section 2.6) of which a Responsible Officer of the Institutional Trustee has actual knowledge, the Institutional Trustee shall exercise such of the rights and powers vested in it by this
Declaration, and use the same degree of care and skill in the exercise of such rights and powers, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 
 (b) No provision of this Declaration shall be construed to relieve the Institutional Trustee from liability for its own bad faith, its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that: 
 (i) prior to the occurrence of a
Trust Enforcement Event and after the curing or waiving of all such Trust Enforcement Events that may have occurred: 
 (A)
the duties and obligations of the Institutional Trustee shall be determined solely by the express provisions of this Declaration and the Institutional Trustee shall not be liable except for the performance of such duties and obligations as are
specifically set forth in this Declaration, and no implied covenants or obligations shall be read into this Declaration against the Institutional Trustee; and 
 (B) in the absence of bad faith on the part of the Institutional Trustee, the Institutional Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Institutional Trustee and conforming to the requirements of this Declaration; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished to the Institutional Trustee, the Institutional Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this
Declaration (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein, absent manifest error); 
 (ii) the Institutional Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Institutional Trustee, unless it shall be proved that the Institutional Trustee was
negligent in ascertaining the pertinent facts; 
 (iii) the Institutional Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Securities relating to the time, method and place of conducting any proceeding for any
remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under this Declaration; 
 (iv) no provision of this Declaration shall require the Institutional Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Declaration or indemnity reasonably satisfactory to the
Institutional Trustee against such risk or liability is not reasonably assured to it; 
 (v) the Institutional Trustee’s
sole duty with respect to the custody, safe keeping and physical preservation of the Notes and the Institutional Trustee Account shall be to deal with such property in a similar manner as the Institutional Trustee deals with similar property for its
own account, subject to the protections and limitations on liability afforded to the Institutional Trustee under this Declaration and the Trust Indenture Act; 
  

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 (vi) the Institutional Trustee shall have no duty or liability for or with respect to the
value, genuineness, existence or sufficiency of the Notes or the payment of any taxes or assessments levied thereon or in connection therewith; 
 (vii) the Institutional Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Sponsor. Money held by the Institutional Trustee need not be segregated from
other funds held by it except in relation to the Institutional Trustee Account maintained by the Institutional Trustee pursuant to Section 3.8(c)(i) and except to the extent otherwise required by law; and 
 (viii) the Institutional Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Sponsor with
their respective duties under this Declaration, nor shall the Institutional Trustee be liable for any default or misconduct of the Administrative Trustees or the Sponsor. 
 SECTION 3.10 Certain Rights of Institutional Trustee. 
 (a) Subject to the provisions of
Section 3.9: 
 (i) the Institutional Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to
have been signed, sent or presented by the proper party or parties; 
 (ii) any direction or act of the Sponsor or the
Administrative Trustees contemplated by this Declaration shall be sufficiently evidenced by an Officers’ Certificate; 
 (iii) whenever in the administration of this Declaration, the Institutional Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Institutional Trustee (unless
other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor or the
Administrative Trustees; 
 (iv) the Institutional Trustee shall have no duty to see to any recording, filing or registration
of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refiling or registration thereof; 
 (v) the Institutional Trustee may consult with counsel or other experts and the advice or opinion of such counsel and experts with respect
to legal matters or advice within the scope of such experts’ area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such
advice or opinion, such counsel may be counsel to the Sponsor or any of its Affiliates, and may include any of its employees. The Institutional Trustee shall have the right at any time to seek instructions concerning the administration of this
Declaration from any court of competent jurisdiction; 
  

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 (vi) the Institutional Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Declaration at the request or direction of any Holder, unless such Holder shall have provided to the Institutional Trustee security and indemnity, reasonably satisfactory to the Institutional Trustee, against the
costs, expenses (including attorneys’ fees and expenses and the expenses of the Institutional Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including
such reasonable advances as may be requested by the Institutional Trustee provided that nothing contained in this Section 3.10(a)(vi) shall be taken to relieve the Institutional Trustee, upon the occurrence of a Trust Enforcement Event, of its
obligation to exercise the rights and powers vested in it by this Declaration; 
 (vii) the Institutional Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper
or document, but the Institutional Trustee, in its discretion, may make such reasonable further inquiry or investigation into such facts or matters as it may see fit at the expense of the Notes Issuer and shall incur no liability of any kind by
reason of such inquiry or investigation; 
 (viii) the Institutional Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Institutional Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder; 
 (ix) any action taken by the Institutional Trustee or its agents hereunder shall bind the Trust
and the Holders of the Securities, and the signature of the Institutional Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the
Institutional Trustee to so act or as to its compliance with any of the terms and provisions of this Declaration, both of which shall be conclusively evidenced by the Institutional Trustee’s or its agent’s taking such action; 

(x) whenever in the administration of this Declaration the Institutional Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action hereunder, the Institutional Trustee (A) may request instructions from the Holders of the Securities which instructions may only be given by the Holders of the same proportion
in liquidation amount of the Securities as would be entitled to direct the Institutional Trustee under the terms of the Securities in respect of such remedy, right or action, (B) may refrain from enforcing such remedy or right or taking such
other action until such instructions are received, and (C) shall be protected in conclusively relying on or acting in or accordance with such instructions; and 
 (xi) except as otherwise expressly provided by this Declaration, the Institutional Trustee shall not be under any obligation to take any
action that is discretionary under the provisions of this Declaration. 
 (b) No provision of this Declaration shall be deemed to impose any
duty or obligation on the Institutional Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Institutional Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Institutional Trustee shall be construed to be
a duty. 
  

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 SECTION 3.11 Delaware Trustee. Notwithstanding any other provision of this Declaration other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Administrative Trustees or the Institutional Trustee described in this
Declaration. Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of § 3807(a) of the Statutory Trust Act. 
 SECTION 3.12 Execution of Documents. Unless otherwise determined by the Administrative Trustees, and except as otherwise required by the Statutory
Trust Act, any Administrative Trustee is authorized to execute on behalf of the Trust any documents that the Administrative Trustees have the power and authority to execute pursuant to Section 3.6; provided, that the registration statement
referred to in Section 3.6(b)(i), including any amendments thereto, shall be signed by all of the Administrative Trustees. 
 SECTION
3.13 Not Responsible for Recitals or Issuance of Securities. The recitals contained in this Declaration and the Securities shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their
correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration or the Securities.

 SECTION 3.14 Duration of Trust. The Trust shall exist until dissolved and terminated pursuant to the provisions of Article VIII
hereof. 
 SECTION 3.15 Mergers. 
 (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except as described in
Section 3.15(b) and (c). 
 (b) The Trust may, with the consent of the Administrative Trustees or, if there are more than two, a
majority of the Administrative Trustees and without the consent of the Holders of the Securities, the Delaware Trustee or the Institutional Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the
laws of any State; provided, that: 
 (i) if the Trust is not the successor, such successor entity (the “Successor
Entity”) either: 
 (A) expressly assumes all of the obligations of the Trust under the Securities; or 
 (B) substitutes for the Securities other securities having substantially the same terms as the Capital Securities (the “Successor
Securities”) so long as the Successor Securities rank the same as the Capital Securities rank with respect to Distributions and payments upon liquidation, redemption and otherwise; 
 (ii) the Notes Issuer expressly acknowledges a trustee of the Successor Entity that possesses the same powers and duties as the
Institutional Trustee in its capacity as the Holder of the Notes; 
 (iii) immediately following such merger, consolidation,
amalgamation or replacement, the Capital Securities of the Successor Entity or any Successor Securities are listed, 
  

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 or any Successor Securities will be listed upon notification of issuance, on any national securities
exchange or with any other organization on which the Capital Securities are then listed or quoted; 
 (iv) such merger,
consolidation, amalgamation or replacement does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; 
 (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the
Holders of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of such Holders’ interests in the new entity as a result of such merger, consolidation, amalgamation or
replacement); 
 (vi) such Successor Entity has a purpose identical to that of the Trust; 
 (vii) prior to such merger, consolidation, amalgamation or replacement, the Trust has received an opinion of a nationally recognized
independent counsel to the Trust experienced in such matters to the effect that: 
 (A) such merger, consolidation,
amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holders’
interest in the new entity); and 
 (B) following such merger, consolidation, amalgamation or replacement, neither the Trust
nor the Successor Entity will be required to register as an Investment Company; and 
 (C) following such merger,
consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; and 
 (viii) the Sponsor or any permitted successor or assignee owns all of the Common Securities and guarantees the obligations of such
Successor Entity under the Successor Securities at least to the extent provided by the Capital Securities Guarantee and such Successor Entity expressly assumes all of the obligations of the Trust with respect to the Trustees. 
 (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if in the opinion of a nationally recognized independent tax counsel
experienced in such matters, such consolidation, amalgamation, merger or replacement would cause the Trust or the Successor Entity to be classified as other than a grantor trust for United States federal income tax purposes. 
 SECTION 3.16 Paying Agent. The initial Paying Agent shall be The Bank of New York and any co-paying agent chosen by the Paying Agent and
acceptable to the Administrative Trustees and the Sponsor. The Paying Agent shall make Distributions and shall report the amounts of such Distributions to the Institutional Trustee and the Administrative Trustees. Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Administrative Trustees, the Institutional Trustee and the Sponsor. In the event that The Bank of New York shall no longer be the Paying Agent or a successor
Paying Agent shall resign or its authority to act be revoked, the 
  

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 Administrative Trustees shall appoint a successor that is acceptable to the Institutional Trustee and the Sponsor to act
as Paying Agent (which shall be a bank or trust company). The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrative Trustees to execute and deliver to the Trustees an
instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders
in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Institutional Trustee and upon resignation or removal of a Paying Agent such Paying
Agent shall also return all funds in its possession to the Institutional Trustee. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. 
 ARTICLE IV 
 SPONSOR 
 SECTION 4.1 Sponsor’s Purchase of Common Securities. On the Closing Date, the Sponsor will purchase all of the Common Securities issued by
the Trust in an amount equal to $1,000,000 or more of the capital of the Trust, at the same time as the Capital Securities are sold. 
 SECTION 4.2 Responsibilities of the Sponsor. In connection with the issue and sale of the Capital Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities (and any actions taken
by the Sponsor in furtherance of the following prior to the date hereof are hereby ratified and confirmed in all respects): 
 (a) to prepare
for filing by the Trust with the Commission a registration statement on Form S-3 or on another appropriate form, or a registration statement under Rule 462(b) of the Securities Act, including any pre-effective or post-effective amendments thereto,
relating to the registration under the Securities Act of the Capital Securities; 
 (b) to determine the States in which to take appropriate
action to qualify or register for sale all or part of the Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any
documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; and 
 (c) to negotiate the terms of the Underwriting Agreement providing for the sale of the Capital Securities. 
 ARTICLE V 
 TRUSTEES 
 SECTION 5.1 Number of Trustees. The number of Trustees initially shall be four, and: 
 (a) at any time before the issuance of
any Securities, the Sponsor may, by written instrument, increase or decrease the number of Trustees; and 
 (b) after the issuance of any
Securities, the number of Trustees may be increased or decreased by vote of the Holders of a majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities, 
  

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 provided, however, that the number of Trustees shall in no event be less than two; provided further that (1) one
Trustee, in the case of a natural person, shall be a person who is a resident of the State of Delaware or that, if not a natural person, shall be an entity which has its principal place of business in the State of Delaware (the “Delaware
Trustee”); (2) there shall be at least one Trustee who is an employee or officer of, or is affiliated with the Sponsor (an “Administrative Trustee”); and (3) one Trustee shall be the Institutional Trustee for so
long as this Declaration is required to qualify as an indenture under the Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it meets the applicable requirements. 
 SECTION 5.2 Delaware Trustee. If required by the Statutory Trust Act, the Delaware Trustee shall be: 
 (a) a natural person who is a resident of the State of Delaware; or 
 (b) if not a natural person, an entity which has its principal place of business in the State of Delaware, and otherwise meets the requirements of applicable law, 
 provided, that if the Institutional Trustee has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law, then the
Institutional Trustee shall also be the Delaware Trustee and Section 3.11 shall have no application. 
 SECTION 5.3 Institutional
Trustee; Eligibility. 
 (a) There shall at all times be one Trustee that shall act as Institutional Trustee which shall: 
 (i) not be an Affiliate of the Sponsor; 
 (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the
Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to
supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority
referred to above, then for the purposes of this Section 5.3(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published;
and 
 (iii) if the Trust is excluded from the definition of an Investment Company solely by means of Rule 3a-7 and to the
extent Rule 3a-7 requires a trustee having certain qualifications to hold title to the “eligible assets” of the Trust, the Institutional Trustee shall possess those qualifications. 
 (b) If at any time the Institutional Trustee shall cease to be eligible to so act under Section 5.3(a), the Institutional Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.6(c). 
 (c) If the Institutional Trustee has or shall acquire any
“conflicting interest” within the meaning of § 310(b) of the Trust Indenture Act, the Institutional Trustee and the Holders of the Common Securities (as if such Holders were the obligor referred to in § 310(b) of the Trust
Indenture Act) shall in all respects comply with the provisions of § 310(b) of the Trust Indenture Act. 
  

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 (d) The Capital Securities Guarantee shall be deemed to be specifically described in this Declaration for
purposes of clause (i) of the first provision contained in Section 310(b) of the Trust Indenture Act. 
 (e) The initial
Institutional Trustee shall be as set forth in Section 5.5 hereof. 
 SECTION 5.4 Qualifications of Administrative Trustees and
Delaware Trustee Generally. Each Administrative Trustee and the Delaware Trustee (unless the Institutional Trustee also acts as Delaware Trustee) shall be either a natural person who is at least 21 years of age or a legal entity that shall act
through one or more Authorized Officers. 
 SECTION 5.5 Initial Trustees; Additional Powers of Administrative Trustees. 
  

	 	(a)	The initial Administrative Trustees shall be: 

 Frank R. Borchert, III 
 Stephen Linehan 
 The initial Delaware Trustee shall be: 
 The Bank of New York (Delaware) 
 White Clay Center, 
 Route 273 
 Newark, Delaware 19711 
 The initial Institutional Trustee shall be: 
 The Bank of New York 
 2 North LaSalle Street, Suite 1020 
 Chicago, Illinois 60602 
 (b) Except as expressly set forth in this Declaration and except if a meeting of the Administrative Trustees is called with respect to any matter over
which the Administrative Trustees have power to act, any power of the Administrative Trustees may be exercised by, or with the consent of, any one such Administrative Trustee. 
 (c) Unless otherwise determined by the Administrative Trustees, and except as otherwise required by the Statutory Trust Act or applicable law, any
Administrative Trustee is authorized to execute on behalf of the Trust any documents which the Administrative Trustees have the power and authority to cause the Trust to execute pursuant to Section 3.6, provided, that the registration statement
referred to in Section 3.6, including any amendments thereto, shall be signed by all of the Administrative Trustees. 
 (d) An
Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purposes of signing any documents which the Administrative Trustees have power and
authority to cause the Trust to execute pursuant to Section 3.6. 
  

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 SECTION 5.6 Appointment, Removal and Resignation of Trustees. 
 (a) Subject to Section 5.6(b), Trustees may be appointed or removed without cause at any time: 
 (i) until the issuance of any Securities, by written instrument executed by the Sponsor; and 
 (ii) in the case of the Administrative Trustees, after the issuance of any Securities, by vote of the Holders of a Majority in liquidation
amount of the Common Securities voting as a class at a meeting of the Holders of the Common Securities; 
 (iii) in the case
of the Institutional Trustee and the Delaware Trustee, unless a Trust Enforcement Event shall have occurred and be continuing after the issuance of any Securities, by a vote of the Holders of a Majority in liquidation amount of the Common Securities
voting as a class at a meeting of the Holders of the Common Securities; and 
 (iv) in the case of the Institutional Trustee
and the Delaware Trustee, if a Trust Enforcement Event shall have occurred and be continuing after the issuance of the Securities, by a vote of the Holders of a Majority in liquidation amount of the Capital Securities voting as a class at a meeting
of the Holders of the Capital Securities. 
 (b) (i) The Trustee that acts as Institutional Trustee shall not be removed in accordance
with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Institutional Trustee under Section 5.3 (a “Successor Institutional Trustee”) has been appointed and has accepted such appointment by
written instrument executed by such Successor Institutional Trustee and delivered to the Administrative Trustees and the Sponsor; and 
 (ii) the Trustee that acts as Delaware Trustee shall not be removed in accordance with Section 5.6(a) until a successor Trustee possessing the qualifications to act as Delaware Trustee under Sections 5.2 and 5.4
(a “Successor Delaware Trustee”) has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Administrative Trustees and the Sponsor. 
 (c) A Trustee appointed to office shall hold office until his successor shall have been appointed or until his death, removal or resignation. Any Trustee
may resign from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the Sponsor and the Trust, which resignation shall take effect upon such delivery or upon such later date as
is specified therein; provided, however, that: 
 (i) No such resignation of the Trustee that acts as the Institutional
Trustee shall be effective: 
 (A) until a Successor Institutional Trustee has been appointed and has accepted such
appointment by instrument executed by such Successor Institutional Trustee and delivered to the Trust, the Sponsor and the resigning Institutional Trustee; or 
 (B) until the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the holders of the Securities;
and 
  

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 (ii) no such resignation of the Trustee that acts as the Delaware Trustee shall be
effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the resigning Delaware Trustee. 
 (d) The Holders of the Common Securities shall use their best efforts to promptly appoint a Successor Delaware Trustee or Successor Institutional Trustee
as the case may be if the Institutional Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with this Section 5.6. 
 (e) If no Successor Institutional Trustee or Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 5.6 within 60 days after delivery to the Sponsor and the
Trust of an instrument of resignation, the resigning Institutional Trustee or Delaware Trustee, as applicable, may petition at the expense of the Notes Issuer any court of competent jurisdiction for appointment of a Successor Institutional Trustee
or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper and prescribe, appoint a Successor Institutional Trustee or Successor Delaware Trustee, as the case may be. 
 (f) No Institutional Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Institutional Trustee or Successor
Delaware Trustee, as the case may be. 
 SECTION 5.7 Vacancies among Trustees. If a Trustee ceases to hold office for any reason and
the number of Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A resolution certifying the existence of such vacancy by the Administrative Trustees
or, if there are more than two, a majority of the Administrative Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee appointed in accordance with Section 5.6. 
 SECTION 5.8 Effect of Vacancies. The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in
accordance with Section 5.6, the Administrative Trustees in office, regardless of their number, shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this
Declaration. 
 SECTION 5.9 Meetings. If there is more than one Administrative Trustee, meetings of the Administrative Trustees shall
be held from time to time upon the call of any Administrative Trustee. Regular meetings of the Administrative Trustees may be held at a time and place fixed by resolution of the Administrative Trustees. Notice of any in-person meetings of the
Administrative Trustees shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 48 hours before such meeting. Notice of any telephonic meetings of the Administrative
Trustees or any committee thereof shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a meeting. Notices shall contain a brief statement of the time,
place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of an Administrative Trustee at a meeting shall constitute a waiver of notice of such meeting except where an Administrative Trustee attends a meeting
for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened. Unless provided otherwise in this Declaration, any action of the Administrative Trustees may be taken at
a meeting by vote of a majority of the Administrative Trustees present (whether in person or by telephone) and eligible to vote with respect to such matter, provided that a Quorum is present, or without a meeting by the unanimous written consent of

  

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 the Administrative Trustees. In the event there is only one Administrative Trustee, any and all action of such
Administrative Trustee shall be evidenced by a written consent of such Administrative Trustee. 
 SECTION 5.10 Delegation of Power.

 (a) Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age
of 21 his or her power for the purpose of executing any documents contemplated in Section 3.6, including any registration statement or amendment thereto filed with the Commission, or making any other governmental filing. 
 (b) The Administrative Trustees shall have power to delegate from time to time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of the Trust, as set forth herein. 
 SECTION 5.11 Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Institutional Trustee or the Delaware Trustee, as the case may be, may be merged or converted or with which either may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the case may be, shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Institutional Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Institutional Trustee or the Delaware Trustee, as the case may be, hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto. 
 ARTICLE VI 
 DISTRIBUTIONS 
 SECTION 6.1
Distributions. Holders shall receive Distributions (as defined herein) in accordance with the applicable terms of the relevant Holder’s Securities. Distributions shall be made on the Capital Securities and the Common Securities in
accordance with the preferences set forth in their respective terms. If and to the extent that the Notes Issuer makes a payment of interest (including Compounded Interest and Additional Interest (as defined in the Indenture)), premium and/or
principal on the Notes held by the Institutional Trustee (the amount of any such payment being a “Payment Amount”), the Institutional Trustee shall and is directed to make a distribution (a “Distribution”) of the Payment
Amount to Holders. 
 ARTICLE VII 
 ISSUANCE OF SECURITIES 
 SECTION 7.1 General Provisions Regarding Securities. 
 (a) The Administrative Trustees shall on behalf of the Trust issue one class of trust preferred securities representing undivided beneficial interests in
the assets of the Trust having such terms as are set forth in Annex I (the “Capital Securities”) and one class of common securities representing undivided beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the “Common Securities”). The Trust shall issue no securities or other interests in the assets of the Trust other than the Capital Securities and the Common Securities. 
  

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 (b) The Certificates shall be signed on behalf of the Trust by an Administrative Trustee. Such signature
shall be the manual or facsimile signature of any present or any future Administrative Trustee. In case any Administrative Trustee of the Trust who shall have signed any of the Securities shall cease to be such Administrative Trustee before the
Certificates so signed shall be delivered by the Trust, such Certificates nevertheless may be delivered as though the person who signed such Certificates had not ceased to be such Administrative Trustee; and any Certificate may be signed on behalf
of the Trust by such persons who, at the actual date of execution of such Security, shall be the Administrative Trustees of the Trust, although at the date of the execution and delivery of the Declaration any such person was not such an
Administrative Trustee. Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution thereof, and may have such letters,
numbers or other marks of identification or designation and such legends or endorsements as the Administrative Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation of any stock exchange on which
Securities may be listed, or to conform to usage. 
 (c) The consideration received by the Trust for the issuance of the Securities shall
constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust. 
 (d) Upon issuance of the Securities as
provided in this Declaration, the Securities so issued shall be deemed to be validly issued, fully paid and non-assessable, and each Holder thereof shall be entitled to the benefits provided by this Declaration. 
 (e) Every Person, by virtue of having become a Holder or a Capital Security Beneficial Owner in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration. 
 SECTION 7.2 Issuance of
Securities; Purchase of Notes. 
 (a) The Trust shall be authorized to issue the Capital Securities and the Common Securities set forth in
Section 1 of Annex I hereto. 
 (b) Contemporaneously with the execution and delivery of this Declaration, an Administrative Trustee, on
behalf of the Trust, shall execute in accordance with Section 7.1 and deliver to the underwriters named in the Underwriting Agreement Capital Security Certificates, registered in the name of the nominee of the initial Clearing Agency, in an
aggregate amount of 650,000 Capital Securities having an aggregate liquidation amount of $650,000,000, against receipt of an aggregate purchase price of such Capital Securities of $649,961,000, by the Institutional Trustee. 
 (c) Contemporaneously with the execution and delivery of this Declaration, an Administrative Trustee, on behalf of the Trust, shall execute and deliver
to the Sponsor, in its capacity as the Holder of the Common Securities, Common Security Certificates registered in the name of such Holder, evidencing 1,000 Common Securities having an aggregate liquidation amount of $1,000,000, against receipt of
the aggregate purchase price of such Common Securities of $999,940, by the Institutional Trustee. Contemporaneously therewith and with the issuance of Capital Securities as set forth in Section 7.2(b), an Administrative Trustee, on behalf of
the Trust, shall subscribe to and purchase from the Notes Issuer Notes, registered in the name of the Institutional Trustee and having an aggregate principal amount equal to $651,000,000, and, in satisfaction of the purchase price for such Notes,
the Institutional Trustee, on behalf of the Trust, shall deliver to the Notes Issuer the sum of $650,960,940 (being the sum of the amounts delivered to the Institutional Trustee pursuant to the first sentence of Section 7.2(b) above and the
first sentence of this Section 7.2(c)). 
  

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 ARTICLE VIII 
 TERMINATION OF TRUST 
 SECTION 8.1 Termination of Trust. 
 (a) The Trust shall dissolve: 
 (i) upon the bankruptcy of any Holder of the Common Securities or the Sponsor; 
 (ii) upon the filing of a
certificate of dissolution or its equivalent with respect to any Holder of the Common Securities or the Sponsor; or the revocation of the charter of the Holder of the Common Securities or the Sponsor and the expiration of 90 days after the date of
revocation without a reinstatement thereof; 
 (iii) upon the entry of a decree of a judicial dissolution of any Holder of the
Common Securities, the Sponsor or the Trust; 
 (iv) subject to obtaining any required regulatory approval, when all of the
Securities have been called for redemption and the amounts necessary for redemption thereof have been paid to the Holders in accordance with the terms of the Securities; 
 (v) subject to obtaining any required regulatory approval, when the Trust shall have been dissolved in accordance with the terms of the
Securities upon election by the Sponsor of its right to dissolve the Trust and distribute all of the Notes to the Holders of Securities in exchange for all of the Securities, and all of the Notes shall have been distributed to the Holders of
Securities in accordance with such election; 
 (vi) before the issuance of any Securities, with the consent of all of the
Administrative Trustees and the Sponsor; or 
 (vii) upon the expiration of the term of the Trust set forth in
Section 3.14. 
 (b) As soon as is practicable after the completion of the winding up of the Trust, the Trustees shall file a
certificate of cancellation with the Secretary of State of the State of Delaware. 
 (c) The provisions of Section 3.9 and Article X
shall survive the termination of the Trust. 
 ARTICLE IX 
 TRANSFER OF INTERESTS 
 SECTION 9.1 Transfer of Securities. 
 (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declaration and in the terms of
the Securities. Any transfer or purported transfer of any Security not made in accordance with this Declaration shall, to the fullest extent permitted by law, be null and void. 
 (b) Subject to this Article IX, Capital Securities shall be freely transferable. 
  

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 (c) Subject to this Article IX, the Sponsor and any Related Party may only transfer Common Securities to
the Sponsor or a Related Party of the Sponsor; provided, that any such transfer is subject to the condition precedent that the transferor obtain the written opinion of nationally recognized independent counsel experienced in such matters that such
transfer would not cause more than an insubstantial risk that: 
 (i) the Trust would not be classified for United States
federal income tax purposes as a grantor trust; and 
 (ii) the Trust would be an Investment Company or the transferee would
become an Investment Company. 
 SECTION 9.2 Transfer of Certificates. The Administrative Trustees shall keep or cause to be kept a
register for registering the Certificates and transfers and exchanges of the Certificates, in which the Administrative Trustees or the transfer agent and registrar designated by the Administrative Trustees (the “Registrar”) shall
provide for the registration of Certificates and of transfers of Certificates, which will be effected without charge but only upon payment in respect of any tax or other government charges that may be imposed in relation to it. Upon surrender for
registration of transfer of any Certificate, the Registrar shall cause one or more new Certificates to be issued in the name of the designated transferee or transferees. Every Certificate surrendered for registration of transfer shall be accompanied
by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer shall be canceled by the
Registrar. A transferee of a Certificate shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Certificate. By acceptance of a Certificate, each transferee shall be deemed to
have agreed to be bound by this Declaration. The Institutional Trustee shall be the initial Registrar. 
 SECTION 9.3 Deemed Security
Holders. The Trustees may treat the Person in whose name any Certificate shall be registered on the books and records of the Trust as the sole holder of such Certificate and of the Securities represented by such Certificate for purposes of
receiving Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Certificate or in the Securities represented by such Certificate on the part of any
Person, whether or not the Trust shall have actual or other notice thereof. 
 SECTION 9.4 Book Entry Interests. Unless otherwise
specified in the terms of the Capital Securities, the Capital Securities Certificates, on original issuance, will be issued in the form of one or more, fully registered, global Capital Security Certificates (each a “Global
Certificate”), to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Global Certificates shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee
of DTC, and no Capital Security Beneficial Owner will receive a definitive Capital Security Certificate representing such Capital Security Beneficial Owner’s interests in such Global Certificates, except as provided in Section 9.7. Unless
and until definitive, fully registered Capital Security Certificates (the “Definitive Capital Security Certificates”) have been issued to the Capital Security Beneficial Owners pursuant to Section 9.7: 
 (a) the provisions of this Section 9.4 shall be in full force and effect; 
 (b) the Trust and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Certificates and receiving approvals, votes or consents hereunder) as the Holder of the Capital Securities and the sole holder of the Global Certificates and shall have no obligation to the Capital Security Beneficial
Owners; 
  

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 (c) to the extent that the provisions of this Section 9.4 conflict with any other provisions of this
Declaration, the provisions of this Section 9.4 shall control; and 
 (d) the rights of the Capital Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Capital Security Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants and receive and transmit
payments of Distributions on the Global Certificates to such Clearing Agency Participants. DTC will make book entry transfers among the Clearing Agency Participants. 
 SECTION 9.5 Notices to Clearing Agency. Whenever a notice or other communication to the Capital Security Holders is required under this Declaration, unless and until Definitive Capital Security Certificates
shall have been issued to the Capital Security Beneficial Owners pursuant to Section 9.7, the Administrative Trustees shall give all such notices and communications specified herein to be given to the Capital Security Holders to the Clearing
Agency, and shall have no notice obligations to the Capital Security Beneficial Owners. 
 SECTION 9.6 Appointment of Successor Clearing
Agency. If any Clearing Agency elects to discontinue its services as a securities depositary with respect to the Capital Securities, the Administrative Trustees may, in their sole discretion, appoint a successor Clearing Agency with respect to
such Capital Securities. 
 SECTION 9.7 Definitive Capital Security Certificates. If: 
 (a) a Clearing Agency elects to discontinue its services as a securities depositary with respect to the Capital Securities and a successor Clearing Agency
is not appointed within 90 days after such discontinuance pursuant to Section 9.6; or 
 (b) the Administrative Trustees elect after
consultation with the Sponsor to terminate the book entry system through the Clearing Agency with respect to the Capital Securities, 
 then:

 (c) Definitive Capital Security Certificates shall be prepared by the Administrative Trustees on behalf of the Trust with respect to such
Capital Securities; and 
 (d) upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions,
the Administrative Trustees shall cause Definitive Certificates to be delivered to Capital Security Beneficial Owners in accordance with the instructions of the Clearing Agency. Neither the Trustees nor the Trust shall be liable for any delay in
delivery of such instructions and each of them may conclusively rely on and shall be protected in relying on, said instructions of the Clearing Agency. The Definitive Capital Security Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution thereof, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements as
the Administrative Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Capital Securities may be listed, or to
conform to usage. 
  

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 SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates. If: 
 (a) any mutilated Certificates should be surrendered to the Administrative Trustees, or if the Administrative Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and 
 (b) there shall be delivered to the Administrative Trustees such
security or indemnity as may be required by them to keep each of them harmless; 
 then, in the absence of notice that such Certificate shall have been
acquired by a bona fide or protected purchaser, any Administrative Trustee on behalf of the Trust shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
denomination. In connection with the issuance of any new Certificate under this Section 9.8, the Administrative Trustees may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be
found at any time. 
 ARTICLE X 
 LIMITATION OF LIABILITY OF HOLDERS OF 
 SECURITIES, TRUSTEES OR OTHERS 
 SECTION 10.1 Liability. 
 (a) Except
as expressly set forth in this Declaration, the Capital Securities Guarantee and the terms of the Securities, the Sponsor shall not be: 
 (i) personally liable for the return of any portion of the capital contributions (or any return thereon) of the Holders of the Securities which shall be made solely from assets of the Trust; and 
 (ii) required to pay to the Trust or to any Holder of Securities any deficit upon dissolution of the Trust or otherwise. 
 (b) The Holder of the Common Securities shall be liable for all of the debts and obligations of the Trust (other than with respect to the Securities) to
the extent not satisfied out of the Trust’s assets. 
 (c) Pursuant to § 3803(a) of the Statutory Trust Act, the Holders of the
Capital Securities shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. 
 SECTION 10.2 Exculpation. 
 (a) No
Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good
faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration or by law, except that an Indemnified Person shall be liable
for any such loss, damage or claim incurred by reason of such Indemnified Person’s gross negligence or willful misconduct with respect to such acts or omissions. 
  

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 (b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust
and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence and who has been selected
with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid. 
 SECTION 10.3 Fiduciary Duty. 
 (a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust
or to any other Covered Person, an Indemnified Person acting under this Declaration shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration. The provisions of this
Declaration, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the
parties hereto to replace such other duties and liabilities of such Indemnified Person. 
 (b) Unless otherwise expressly provided herein:

 (i) whenever a conflict of interest exists or arises between any Covered Persons, or 
 (ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a
manner that is, or provides terms that are, fair and reasonable to the Trust or any Holder of Securities, 
 the Indemnified Person shall resolve such
conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to
such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided
by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. 
 (c) Whenever in this Declaration an Indemnified Person is permitted or required to make a decision: 
 (i) in its “discretion” or under a grant of similar authority, the Indemnified Person shall be entitled to consider such
interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or 
 (ii) in its “good faith” or under another express standard, the Indemnified Person shall act under such express standard and
shall not be subject to any other or different standard imposed by this Declaration or by applicable law. 
  

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 SECTION 10.4 Indemnification. 
 (a) (i) The Notes Issuer shall indemnify, to the full extent permitted by law, any Company Indemnified Person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason of the fact that he is or was a Company
Indemnified Person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Company Indemnified Person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. 
 (ii) The Notes Issuer shall indemnify, to the full extent permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that he is or was a Company Indemnified Person against expenses (including
attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
Trust and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such Company Indemnified Person shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which such Court of Chancery or such other court shall deem proper. 
 (iii) To the extent that
a Company Indemnified Person shall be successful on the merits or otherwise (including dismissal of an action without prejudice or the settlement of an action without admission of liability) in defense of any action, suit or proceeding referred to
in paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any claim, issue or matter therein, he shall be indemnified, to the full extent permitted by law, against expenses (including attorneys’ fees) actually and
reasonably incurred by him in connection therewith. 
 (iv) Any indemnification under paragraphs (i) and (ii) of
this Section 10.4(a) (unless ordered by a court) shall be made by the Notes Issuer only as authorized in the specific case upon a determination that indemnification of the Company Indemnified Person is proper in the circumstances because he has
met the applicable standard of conduct set forth in paragraphs (i) and (ii). Such determination shall be made (1) by the Administrative Trustees by a majority vote of a quorum consisting of such Administrative Trustees who were not parties
to such action, suit or proceeding, (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Administrative Trustees so directs, by independent legal counsel in a written opinion, or (3) by the Common
Security Holder of the Trust. 
 (v) Expenses (including attorneys’ fees) incurred by a Company Indemnified Person in
defending a civil, criminal, administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Notes Issuer in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf 
  

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 of such Company Indemnified Person to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Notes Issuer as authorized in this Section 10.4(a). Notwithstanding the foregoing, no advance shall be made by the Notes Issuer if a determination is reasonably and promptly made (i) by the
Administrative Trustees by a majority vote of a quorum of disinterested Administrative Trustees, (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Administrative Trustees so directs, by independent
legal counsel in a written opinion or (iii) the Common Security Holder of the Trust, that, based upon the facts known to the Administrative Trustees, counsel or the Common Security Holder at the time such determination is made, such Company
Indemnified Person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Trust, or, with respect to any criminal proceeding, that such Company Indemnified Person believed or had
reasonable cause to believe his conduct was unlawful. In no event shall any advance be made in instances where the Administrative Trustees, independent legal counsel or Common Security Holder reasonably determine that such person deliberately
breached his duty to the Trust or its Common or Capital Security Holders. 
 (vi) The indemnification and advancement of
expenses provided by, or granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any agreement,
vote of stockholders or disinterested directors of the Notes Issuer or Capital Security Holders of the Trust or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. All rights to
indemnification under this Section 10.4(a) shall be deemed to be provided by a contract between the Notes Issuer and each Company Indemnified Person who serves in such capacity at any time while this Section 10.4(a) is in effect. Any
repeal or modification of this Section 10.4(a) shall not affect any rights or obligations then existing. 
 (vii) The
Notes Issuer may purchase and maintain insurance on behalf of any person who is or was a Company Indemnified Person against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or
not the Notes Issuer would have the power to indemnify him against such liability under the provisions of this Section 10.4(a). 
 (viii) For purposes of this Section 10.4(a), references to “the Trust” shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee or agent of
another entity, shall stand in the same position under the provisions of this Section 10.4(a) with respect to the resulting or surviving entity as he would have with respect to such constituent entity if its separate existence had continued.

 (ix) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 10.4(a) shall,
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Company Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a person. 
 (b) The Notes Issuer agrees to indemnify the (i) Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the
Institutional Trustee and the Delaware Trustee, and (iv) any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee and the Delaware Trustee (each of the
Persons in (i) through (iv) being referred 
  

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 to as a “Fiduciary Indemnified Person”) for, and to hold each Fiduciary Indemnified Person harmless
against, any loss, liability, claim, damage or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration or the trust or trusts hereunder, including the costs and expenses
(including reasonable legal fees and expenses) of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation to indemnify as set forth in
this Section 10.4(b) shall survive the resignation or removal of the Institutional Trustee or the Delaware Trustee, as the case may be, and the satisfaction and discharge of this Declaration. 
 SECTION 10.5 Outside Businesses. Any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee may engage in or possess an
interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Declaration in and
to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper or the breach of any duty at law, in equity or
otherwise. No Covered Person, the Sponsor, the Delaware Trustee, or the Institutional Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to
the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Institutional Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may
act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates. 
 ARTICLE XI 
 ACCOUNTING 
 SECTION 11.1 Fiscal Year. The fiscal year (“Fiscal Year”) of the Trust shall be the calendar year, or such other year as is required by the Code. 
 SECTION 11.2 Certain Accounting Matters. 
 (a) At all times during the existence of the Trust, the Administrative Trustees shall keep, or cause to be kept, full books of account, records and supporting documents, which shall reflect in reasonable detail, each transaction of the
Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied. The Trust shall use the accrual method of accounting for United States federal
income tax purposes. The books of account and the records of the Trust shall be examined by and reported upon as of the end of each Fiscal Year of the Trust by a firm of independent certified public accountants selected by the Administrative
Trustees. 
 (b) The Administrative Trustees shall cause to be prepared and delivered to each of the Holders of Securities, to the extent, if
any, required by the Trust Indenture Act, within 90 days after the end of each Fiscal Year of the Trust, annual financial statements of the Trust, including a balance sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss; 
 (c) The Administrative Trustees shall cause to be duly prepared and delivered to each of the Holders of Securities, any
annual United States federal income tax information statement required by the Code, containing such information with regard to the Securities held by each Holder as is required by the 
  

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 Code and the Treasury Regulations. Notwithstanding any right under the Code to deliver any such statement at a later
date, the Administrative Trustees shall endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the Trust. 
 (d) The Administrative Trustees shall cause to be duly prepared and filed with the appropriate taxing authority, an annual United States federal income tax return, on a Form 1041 or such other form required by United States federal income
tax law, and any other annual income tax returns required to be filed by the Administrative Trustees on behalf of the Trust with any state or local taxing authority. 
 SECTION 11.3 Banking. The Trust shall maintain one or more bank accounts in the name and for the sole benefit of the Trust; provided, however, that all payments of funds in respect of the Notes held by the
Institutional Trustee shall be made directly to the Institutional Trustee Account and no other funds of the Trust shall be deposited in the Institutional Trustee Account. The sole signatories for such accounts shall be designated by the
Administrative Trustees; provided, however, that the Institutional Trustee shall designate the signatories for the Institutional Trustee Account. 
 SECTION 11.4 Withholding. The Trust and the Administrative Trustees shall comply with all withholding requirements under United States federal, state and local law. The Trust shall request, and the Holders shall provide to the Trust,
such forms or certificates as are necessary to establish an exemption from withholding with respect to each Holder, and any representations and forms as shall reasonably be requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees shall file required forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder, shall remit amounts withheld with respect to
the Holder to applicable jurisdictions. To the extent that the Trust is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of any claimed overwithholding, Holders shall be limited to an action against the applicable jurisdiction. If the amount required to be withheld was not withheld from actual
Distributions made, the Trust may reduce subsequent Distributions by the amount of such withholding. 
 ARTICLE XII 
 AMENDMENTS AND MEETINGS 
 SECTION 12.1
Amendments. 
 (a) Except as otherwise provided in this Declaration or by any applicable terms of the Securities, this Declaration may
only be amended by a written instrument approved and executed by: 
 (i) the Administrative Trustees (or, if there are more
than two Administrative Trustees, a majority of the Administrative Trustees); 
 (ii) if the amendment affects the rights,
powers, duties, obligations or immunities of the Institutional Trustee, the Institutional Trustee; and 
 (iii) if the
amendment affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, the Delaware Trustee; 
  

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 (b) no amendment shall be made, and any such purported amendment shall be void and ineffective:

 (i) unless, in the case of any proposed amendment, the Institutional Trustee (and the Delaware Trustee to the extent it is
required to execute or consent to any such amendment) shall have first received an Officers’ Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms of this Declaration (including the
terms of the Securities); 
 (ii) unless, in the case of any proposed amendment which affects the rights, powers, duties,
obligations or immunities of the Institutional Trustee, the Institutional Trustee shall have first received: 
 (A) an
Officers’ Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities); and 
 (B) an opinion of counsel (who may be counsel to the Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms
of this Declaration (including the terms of the Securities); and 
 (iii) to the extent the result of such amendment would be
to: 
 (A) cause the Trust to fail to continue to be classified for purposes of United States federal income taxation as a
grantor trust; 
 (B) reduce or otherwise adversely affect the powers of the Institutional Trustee in contravention of the
Trust Indenture Act; or 
 (C) cause the Trust to be deemed to be an Investment Company required to be registered under the
Investment Company Act. 
 (c) at such time after the Trust has issued any Securities that remain outstanding, any amendment that would
materially and adversely affect the rights, privileges or preferences of any Holder of Securities may be effected only with such additional requirements as may be set forth in the terms of such Securities; 
 (d) Section 9.1(c) and this Section 12.1 shall not be amended without the consent of all of the Holders of the Securities; 
 (e) Article IV shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities; 
 (f) the rights of the Holders of the Common Securities under Article V to increase or decrease the number of, and appoint and remove Trustees shall not
be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities; and 
 (g) subject to
Section 12.1(c), this Declaration may be amended without the consent of the Holders of the Securities to: 
  

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 (i) cure any ambiguity, correct or supplement any provisions in this Declaration that may
be defective or inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Declaration, which may not be inconsistent with the other provisions of this Declaration; 
 (ii) modify, eliminate or add to any provisions of this Declaration to such extent as shall be necessary to ensure that the Trust will be
classified for United States federal income tax purposes as a grantor trust at all times that any Securities are outstanding, to ensure that the Trust will not be required to register as an “investment company” under the Investment Company
Act or to ensure the treatment of the Capital Securities as Tier 1 regulatory capital of the Sponsor under prevailing Federal Reserve rules and regulations; 
 (iii) add to the covenants, restrictions or obligations of the Sponsor; 
 (iv) maintain the qualification of this Declaration under the Trust Indenture Act; and 
 (v) to modify, eliminate and add to any provision of the Declaration to such extent as may be reasonably necessary to effectuate any of
the foregoing or to otherwise comply with applicable law. 
 SECTION 12.2 Meetings of the Holders of Securities; Action by Written
Consent. 
 (a) Meetings of the Holders of any class of Securities may be called at any time by the Administrative Trustees (or as
provided in the terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are entitled to act under the terms of this Declaration or the terms of the Securities. The Administrative Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of Securities representing at least 10% in liquidation amount of such class of Securities. Such direction shall be given by delivering to the Administrative Trustees one or
more consents in a writing stating that the signing Holders of Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Holders of Securities calling a meeting shall specify in
writing the Certificates held by the Holders of Securities exercising the right to call a meeting and only those Securities specified shall be counted for purposes of determining whether the required percentage set forth in the second sentence of
this paragraph has been met. 
 (b) Except to the extent otherwise provided in the terms of the Securities, the following provisions shall
apply to meetings of Holders of Securities: 
 (i) notice of any such meeting shall be given to all the Holders of Securities
having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting. Whenever a vote, consent or approval of the Holders of Securities is permitted or required under this Declaration or the rules of any stock
exchange on which the Capital Securities are listed or admitted for trading, such vote, consent or approval may be given at a meeting of the Holders of Securities. Any action that may be taken at a meeting of the Holders of Securities may be taken
without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the Holders of Securities owning not less than the minimum amount of Securities in liquidation amount that would be necessary to
authorize or take such action at a meeting at which all Holders of Securities having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Holders of Securities entitled to
vote who have not consented in writing. The Administrative Trustees may specify that any written ballot submitted to the Security Holder for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified
by the Administrative Trustees; 
  

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 (ii) each Holder of a Security may authorize any Person to act for it by proxy on all
matters in which a Holder of Securities is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the Holder of Securities executing it. Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the Securities were stockholders of a Delaware corporation; 
 (iii) each meeting of the Holders of the Securities shall be conducted by the Administrative Trustees or by such other Person that the
Administrative Trustees may designate; and 
 (iv) unless the Statutory Trust Act, this Declaration, the terms of the
Securities, the Trust Indenture Act or the listing rules of any stock exchange on which the Capital Securities are then listed or trading, otherwise provides, the Administrative Trustees, in their sole discretion, shall establish all other
provisions relating to meetings of Holders of Securities, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of Securities, waiver of any such notice, action by consent without a
meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote. 
 ARTICLE XIII 
 REPRESENTATIONS OF INSTITUTIONAL TRUSTEE 
 AND DELAWARE TRUSTEE 
 SECTION 13.1
Representations and Warranties of Institutional Trustee. The Trustee that acts as initial Institutional Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Institutional Trustee
represents and warrants to the Trust and the Sponsor at the time of the Successor Institutional Trustee’s acceptance of its appointment as Institutional Trustee that: 
 (a) the Institutional Trustee is a banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with trust power and authority
to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration; 
 (b) the Institutional Trustee
has a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000). 
 (c) the execution, delivery and performance by
the Institutional Trustee of the Declaration has been duly authorized by all necessary corporate action on the part of the Institutional Trustee. The Declaration has been duly executed and delivered by the Institutional Trustee, and it constitutes a
legal, valid and binding obligation of the Institutional Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors’ rights
generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); 
  

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 (d) the execution, delivery and performance of the Declaration by the Institutional Trustee does not
conflict with or constitute a breach of the Articles of Organization or By-laws of the Institutional Trustee; and 
 (e) no consent, approval
or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or performance by the Institutional Trustee, of the Declaration. 
 SECTION 13.2 Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee
that: 
 (a) The Delaware Trustee is a Delaware banking corporation with trust powers, duly organized, validly existing and in good standing
under the laws of the State of Delaware, with power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, the Declaration. 
 (b) The Delaware Trustee has been authorized to perform its obligations under the Declaration. The Declaration under Delaware law constitutes a legal,
valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors’ rights generally
and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). 
 (c) No consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution,
delivery or performance by the Delaware Trustee, of the Declaration. 
 (d) The Delaware Trustee is an entity which maintains its principal
place of business in the State of Delaware. 
 ARTICLE XIV 
 MISCELLANEOUS 
 SECTION 14.1 Notices. All notices provided for in this Declaration shall be in
writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by registered or certified mail, as follows: 
 (a) if given to the Trust, in care of the Administrative Trustees at the Trust’s mailing address set forth below (or such other address as the Trust may give notice of to the Holders of the Securities): 
 Capital One Capital III 
 1680 Capital One Drive, 
 McLean, Virginia 22102 
 Attention: Administrative Trustees 
  

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 (b) if given to the Delaware Trustee, at the mailing address set forth below (or such other address as
Delaware Trustee may give notice of to the Holders of the Securities): 
 The Bank of New York (Delaware) 
 White Clay Center, 
 Route 273 
 Newark, Delaware 19711 
 Attention: Corporate Trust Administration 
 (c) if given to the Institutional Trustee, at the mailing address set forth below (or such other address as the Institutional Trustee may give notice of to the Holders of the Securities): 
 The Bank of New York 
 2 North LaSalle Street, Suite 1020 
 Chicago, Illinois 60602 
 Attention: Corporate Trust Administration 
 (d) if given to the Holder of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holder of the Common Securities may give notice of to the Trust): 
 Capital One Financial Corporation 
 1680 Capital One Drive, 
 McLean, Virginia 22102 
 Attention: Director of Capital Markets 
 (e) if given to any other Holder, at the address set forth on the books and records of the Trust. 
 All such
notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document is refused delivery or cannot be delivered because of a
changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver. 
 SECTION 14.2 Governing Law. This Declaration and the Securities and the rights of the parties hereunder and thereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 
 SECTION 14.3 Intention of
the Parties. It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust. The provisions of this Declaration shall be interpreted in a manner consistent with this
classification. 
 SECTION 14.4 Headings. Headings contained in this Declaration are inserted for convenience of reference only and do
not affect the interpretation of this Declaration or any provision hereof. 
 SECTION 14.5 Successors and Assigns. Whenever in this
Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed. 
  

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 SECTION 14.6 Partial Enforceability. If any provision of this Declaration, or the application of
such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

 SECTION 14.7 Counterparts. This Declaration may contain more than one counterpart of the signature page and this Declaration may be
executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page. 
  

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 IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as of the day and year
first above written. 
  

			
	 /s/ Frank R. Borchert, III

	Name:	 	Frank R. Borchert, III
	Title:	 	Administrative Trustee
	
	 /s/ Stephen Linehan

	Name:	 	Stephen Linehan
	Title:	 	Administrative Trustee
	
	 THE BANK OF NEW YORK (DELAWARE),
 as
Delaware Trustee

		
	By:	 	 /s/ Kristine K. Gullo

	Name:	 	Kristine K. Gullo
	Title:	 	Vice President
	
	 THE BANK OF NEW YORK,
 as
Institutional Trustee

		
	By:	 	 /s/ Jeremy Finkelstein

	Name:	 	Jeremy Finkelstein
	Title:	 	Assistant Vice President
	
	 CAPITAL ONE FINANCIAL CORPORATION,
 as
Sponsor

		
	By:	 	 /s/ Frank R. Borchert, III

	Name:	 	Frank R. Borchert, III
	Title:	 	Executive Vice President & Assistant Secretary


  

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 ANNEX I 
 TERMS OF 
 7.686% CAPITAL SECURITIES 
 7.686 % COMMON SECURITIES 
 Pursuant to Section 7.1 of the Amended and Restated
Declaration of Trust, dated as of August 1, 2006 (as amended from time to time, the “Declaration”), the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities and the
Common Securities are set out below (each capitalized term used but not defined herein has the meaning set forth in the Declaration or, if not defined in such Declaration, as defined in the Prospectus referred to below): 
 1. Designation and Number. 
 (a)
Capital Securities. 650,000 Capital Securities of the Trust with an aggregate liquidation amount with respect to the assets of the Trust of six hundred fifty million dollars ($650,000,000), and a liquidation amount with respect to the assets
of the Trust of $1,000 per capital security, are hereby designated for the purposes of identification only as “7.686% Capital Securities” (the “Capital Securities”). The Capital Security Certificates evidencing the Capital
Securities shall be substantially in the form of Exhibit A-1 to the Declaration, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange
on which the Capital Securities are listed. 
 (b) Common Securities. 1,000 Common Securities of the Trust with an aggregate
liquidation amount with respect to the assets of the Trust of one million dollars ($1,000,000), and a liquidation amount with respect to the assets of the Trust of $1,000 per common security, are hereby designated for the purposes of identification
only as “7.686% Common Securities” (the “Common Securities”). The Common Security Certificates evidencing the Common Securities shall be substantially in the form of Exhibit A-2 to the Declaration, with such changes and
additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice. 
 2. Distributions. 
 (a) Distributions payable on each Security will be calculated (i) from and including August 1, 2006 to but excluding August 15, 2036 at the
rate of 7.686% per annum, computed on the basis of a 360-day year comprised of twelve 30-day months, and (ii) thereafter, at an annual rate equal to one-month LIBOR plus 2.95%, computed on the basis of a 360-day year and the actual number
of days elapsed (each, as applicable, the “Coupon Rate”), such rates being the rates of interest payable on the Notes to be held by the Institutional Trustee. Distributions in arrears beyond the first date such Distributions are
payable (or would be payable, if not for any Deferral Period (as defined below) or default by the Notes Issuer on the Notes) will bear interest thereon compounded on each interest payment date at the applicable Coupon Rate (to the extent permitted
by applicable law). The term “Distributions” as used herein includes such cash distributions and any such interest payable unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of
the Notes held by the Institutional Trustee and to the extent the Institutional Trustee has funds available therefor. 
 (b) Distributions on
the Securities will be payable (i) semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2007, until August 15, 2036 and (ii) thereafter, on the 15th day of each calendar month,
or if such day is not a Business Day, the following Business Day unless such day would fall in the next calendar month, in which case such payment will be made on the immediately preceding Business Day, in arrears, commencing on September 15,
2036. In the event any 
  

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 payment date is not a Business Day, the Distributions payable on such date shall be paid on the following Business Day
and no interest will accrue as a result of such postponement. When, as and if available for payment, Distributions will be made by the Paying Agent, except as otherwise described below. The Notes Issuer has the right under the Indenture to defer
payments of interest on the Notes by extending the interest payment period from time to time on the Notes for one or more consecutive periods that do not exceed 10 years (each a “Deferral Period”), during which Deferral Period no
interest shall be due and payable on the Notes, provided, that no Deferral Period may extend beyond the final repayment date of the Notes or earlier repayment or redemption in full of the Notes. As a consequence of the Notes Issuer’s extension
of the interest payment period, periodic Distributions will also be deferred. Despite such deferral, periodic Distributions will continue to accrue with interest thereon (to the extent permitted by applicable law) at the Coupon Rate compounded on
each interest payment date during any such Deferral Period. In the event that the Notes Issuer exercises its right to extend the interest payment period, then the Notes Issuer and its Subsidiaries shall not (a) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock or the capital stock of its Subsidiaries, (b) except for a repayment of the Notes and except for any partial payments of
deferred interest on the Notes that may be made pursuant to the Alternative Payment Mechanism (as defined below), each as provided for in the Indenture, make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or
redeem any of its debt securities (including other junior subordinated debt securities or other junior subordinated debt) that rank equally with or junior to the Notes, or (c) make any guarantee payments on any guarantee by the Notes Issuer of
the debt securities of any of its Subsidiaries if such guarantee ranks equally with or junior in interest to the Notes (other than (i) payments of dividends or distributions in additional shares of capital stock of the Notes Issuer,
(ii) any declaration or payment of a dividend in connection with the implementation of a shareholders’ rights plan, the issuance of stock under such a plan, or the redemption or repurchase of any rights distributed pursuant to such a plan,
(iii) payments under the guarantee with respect to the Capital Securities, (iv) purchases of common stock for issuance pursuant to any employee benefit plans, and (v) solely in the case of a Subsidiary of the Notes Issuer, any
declaration of dividends or distributions on the capital stock of such Subsidiary to the Notes Issuer or one of its Affiliates). Prior to the termination of any such Deferral Period, the Notes Issuer may further extend such Deferral Period;
provided, that no Deferral Period may extend beyond the final repayment date of the Notes. Payments of deferred Distributions and accrued interest thereon will be payable to the Persons in whose names that Securities are registered at the close of
business on the relevant record date with respect to the interest payment date at the end of such Deferral Period. Upon the termination of any Deferral Period and the payment of all amounts then due without cancellation, the Notes Issuer may
commence a new Deferral Period, subject to the above requirements. The Institutional Trustee will give notice to each Holder of any Deferral Period upon its receipt of notice thereof from the Notes Issuer. 
 (c) Subject to a Market Disruption Event, if the Notes Issuer defers interest on the Notes, it is required, commencing no later than (i) the first
interest payment date on which the Notes Issuer pays current interest or (ii) the fifth anniversary of the commencement of the Deferral Period, to issue qualifying warrants and non-cumulative perpetual preferred stock that is subject to a
replacement capital covenant similar to the Replacement Capital Covenant (the “Alternative Payment Mechanism”) until the Notes Issuer has raised an amount of Eligible Proceeds (as defined below) at least equal to the aggregate
amount of accrued and unpaid deferred interest, including Compounded Interest, on the Notes (such period, the “APM Period”); provided, that the APM Period shall not commence until 10 Business Days following the date on which the
Notes Issuer has provided notice to the Federal Reserve of the commencement of the APM Period and during such 10 Business Day period the Federal Reserve has not notified the Notes Issuer of its disapproval of the application of the Alternative
Payment Mechanism. The Notes Issuer will notify the Federal Reserve (1) upon the commencement of any Deferral Period and (2) of the commencement of the APM Period, at least 10 Business Days prior to the commencement of such period. The
Notes Issuer will be required to pay accrued and unpaid interest on the Notes on or prior to 
  

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 the next interest payment date using the net proceeds (after underwriters’ or placement agents’ fees,
commissions or discounts and other expenses relating to the issuance or sale) received by the Notes Issuer during the six month period prior to that interest payment date from the issuance or sale of qualifying warrants or non-cumulative perpetual
preferred stock up to the Preferred Stock Issuance Cap (as defined below) to Persons other than Subsidiaries of the Notes Issuer (such proceeds, “Eligible Proceeds”). Corresponding Distributions will be made on the Securities on a
Pro Rata basis. The Alternative Payment Mechanism shall not apply to the extent that (i) with respect to deferred interest attributable to the first five years of any Deferral Period (including Compounded Interest thereon), the gross proceeds
of any issuance of qualifying warrants applied to pay interest on the Notes pursuant to the Alternative Payment Mechanism, together with the gross proceeds of all prior issuances of qualifying warrants so applied, would exceed an amount equal to 2%
of the product of the average of the current stock market prices of the Note Issuer’s common stock on the 10 consecutive trading days ending on the fourth trading day immediately preceding the date of issuance multiplied by the total number of
issued and outstanding shares of the Notes Issuer’s common stock as of the date of the Notes Issuer’s then most recent publicly available consolidated financial statements or (ii) the net proceeds of any issuance of non-cumulative
perpetual preferred stock applied to pay interest on the Notes pursuant to the Alternative Payment Mechanism, together with the net proceeds of all prior issuances of non-cumulative perpetual preferred stock so applied, would exceed 25% of the
aggregate principal amount of the Notes initially issued under the Indenture (the “Preferred Stock Issuance Cap”). Once the Notes Issuer reaches the amount referred to in clause (i) of the preceding sentence, the Notes Issuer
will not be required to issue more qualifying warrants under the Alternative Payment Mechanism with respect to deferred interest attributable to the first five years of any Deferral Period (including Compounded Interest thereon) even if the amount
referred to in clause (i) subsequently increases because of a subsequent increase in the current stock market price of the Notes Issuer’s common stock or the number of outstanding shares of the Notes Issuer’s common stock. The
Alternative Payment Mechanism shall not apply with respect to any interest payment date if the Notes Issuer shall have provided to the Indenture Trustee (and to the Institutional Trustee to the extent it is the holder of the Notes) no more than 15
and no less than 10 Business Days in advance of such interest payment date an Officers’ Certificate stating that (i) a Market Disruption Event was existing after the immediately preceding interest payment date and (ii) either
(a) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding interest payment date to the Business Day immediately preceding the date on which that certification is provided or
(b) the Market Disruption Event continued for only part of this period, but the Notes Issuer was unable after commercially reasonable efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid
interest. The obligation of the Notes Issuer to use commercially reasonable efforts to sell its common stock and apply the net proceeds of such sale to pay accrued and unpaid interest on the Notes shall resume at such time as no Market Disruption
Event exists or is continuing. The Notes Issuer shall not be excused from its obligations under the Alternative Payment Mechanism if it determines not to pursue or complete the sale of qualifying warrants or non-cumulative perpetual preferred stock
due to pricing, dividend rate or dilution considerations. 
 (d) Distributions on the Securities will be payable to the Holders thereof as
they appear on the books and records of the Trust at the close of business on the relevant record dates. While the Capital Securities remain in book-entry only form, the relevant record dates shall be one Business Day prior to the relevant payment
dates which payment dates shall correspond to the interest payment dates on the Notes. Subject to any applicable laws and regulations and the provisions of the Declaration, each such payment in respect of the Capital Securities will be made as
described under the heading “Description of the Capital Securities—Distributions” in the Prospectus dated July 26, 2006 (the “Prospectus”), of the Trust included in the Registration Statement on Form S-3 of the
Sponsor, the Trust and certain other statutory trusts. The relevant record dates for the Common Securities shall be the same record date as for the Capital Securities. If the Capital Securities shall not continue to remain in book-entry only form,
the relevant record dates for the Capital Securities shall be the first day of the month in which the relevant 
  

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 payment date occurs, which payment dates shall correspond to the interest payment dates on the Notes. Distributions
payable on any Securities that are not punctually paid on any Distribution payment date, as a result of the Notes Issuer having failed to make a payment under the Notes, will cease to be payable to the Person in whose name such Securities are
registered on the relevant record date, and such defaulted Distribution will instead be payable to the Person in whose name such Securities are registered on the special record date or other specified date determined in accordance with the
Indenture. If any date on which Distributions are payable on the Securities is not a Business Day, then payment of the Distribution payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on
such date. 
 (e) In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such
property shall be distributed Pro Rata (as defined herein) among the Holders of the Securities. 
 3. Liquidation Distribution Upon
Dissolution. 
 (a) In the event of any voluntary or involuntary dissolution of the Trust, the Holders of the Securities on the date of
the dissolution will be entitled to receive out of the assets of the Trust available for distribution to Holders of Securities after satisfaction of liabilities of creditors, distributions in an amount equal to the aggregate of the stated
liquidation amount of $1,000 per Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”), unless, in connection with such dissolution, Notes in an aggregate
principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal to the Coupon Rate, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on, such Securities outstanding
at such time, have been distributed on a Pro Rata basis to the Holders of the Securities in exchange for such Securities. Prior to any such Liquidation Distribution, the Notes Issuer will obtain any required regulatory approval. 
 (b) If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on the Securities shall be paid on a Pro Rata basis. 
 (c) On and from the date fixed by the Administrative Trustees for any distribution of the Notes and dissolution of the Trust: (i) the Securities will no longer be deemed to be outstanding, (ii) DTC or its nominee (or any successor
Clearing Agency or its nominee), as the record Holder of the Capital Securities, will receive a registered global certificate or certificates representing the Notes to be delivered upon such distribution and (iii) any certificates representing
Securities, except for certificates representing Capital Securities held by DTC or its nominee (or any successor Clearing Agency or its nominee), will be deemed to represent beneficial interests in the Notes having an aggregate principal amount
equal to the aggregate stated liquidation amount of, with an interest rate identical to the Coupon Rate of, and accrued and unpaid interest equal to accrued and unpaid Distributions on such Securities until such certificates are presented to the
Notes Issuer or its agent for transfer or reissue. 
 4. Redemption and Distribution. 
 (a) Upon the repayment or redemption of the Notes in whole or in part, whether at, prior to, or after August 15, 2036 or pursuant to a Special Event
as described below, the Institutional Trustee will use the proceeds of that repayment or redemption to redeem the total amount of Securities equal to the amount of Notes redeemed or repaid. The redemption price per security at maturity will equal
the $1,000 
  

 I-4 








 liquidation amount, and the redemption price in the event of a redemption or repayment of Notes will equal the applicable
redemption or repayment price attributed to $1,000 in principal amount of the Notes, in each case plus accumulated but unpaid Distributions to the date of payment (each the “Redemption Price”). Holders shall be given not less than
30 nor more than 60 days’ notice prior to the date of any redemption of Capital Securities relating to the redemption of the Notes and not less than 10 nor more than 15 Business Days’ notice prior to the date of any redemption of Capital
Securities relating to the repayment of the Notes. Prior to any such redemption, the Notes Issuer will obtain any required regulatory approval. 
 (b) If fewer than all the outstanding Securities are to be so redeemed, the Securities will be redeemed Pro Rata and the Capital Securities to be redeemed will be as described in Section 4(e)(ii) below. 
 (c) Subject to obtaining any required regulatory approval, the Notes Issuer shall have the right to redeem all, but not less than all, of the Notes, for
cash if, at any time, a Tax Event, an Investment Company Event or a Capital Treatment Event (each as defined below, and each a “Special Event”) shall occur and be continuing, upon not less than 30 nor more than 60 days’ notice,
within 90 days following the occurrence of such Special Event, and, following such redemption, Securities with an aggregate liquidation amount equal to the aggregate principal amount of the Notes so redeemed shall be redeemed by the Trust at the
Redemption Price. 
 “Tax Event” means the Trust or the Notes Issuer has requested and received an opinion of counsel (which
may be the Notes Issuer’s counsel or counsel of an Affiliate but not an employee and which must be reasonably acceptable to the Institutional Trustee) experienced in tax matters to the effect that, as a result of any (i) amendment to or
change in the laws or regulations of the United States or any political subdivision or taxing authority of or in the United States that is enacted or becomes effective after the initial issuance of the Capital Securities; (ii) proposed change
in those laws or regulations that is announced after the initial issuance of the Capital Securities; (iii) official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying
those laws or regulations that is announced after the initial issuance of the Capital Securities; or (iv) threatened challenge asserted in connection with an audit of the Notes Issuer, the Trust or a Subsidiary of the Notes Issuer, or a
threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Notes or the Capital Securities, there is more than an insubstantial risk that:
(a) the Trust is, or will be, subject to United States federal income tax with respect to income received or accrued on the Notes; (b) interest payable by the Notes Issuer on the Notes is not, or will not be, deductible by the Notes
Issuer, in whole or in part, for United States federal income tax purposes; or (c) the Trust is, or will be, subject to more than a de minimis amount of other taxes, duties or other governmental charges. 
 “Investment Company Event” means the receipt by the Notes Issuer and the Trust of an opinion of counsel experienced in matters relating
to investment companies to the effect that, as a result of any (i) change in law or regulation or (ii) change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory
authority, there is a more than insubstantial risk that the Trust is, or will be, considered an “investment company” that is required to be registered under the Investment Company Act, which change becomes effective on or after the date of
the original issuance of the Capital Securities. 
 “Capital Treatment Event” means the reasonable determination by the
Notes Issuer that, as a result of any (i) amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the
Capital Securities; (ii) proposed change in those laws or regulations that is announced after the initial 
  

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 issuance of the Capital Securities; or (iii) official administrative decision or judicial decision or administrative
action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of the Capital Securities; there is more than an insubstantial risk of impairment of the Notes Issuer’s
ability to treat the Capital Securities (or any substantial portion thereof) as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve. 
 (d) The Trust may not redeem fewer than all the outstanding Securities unless all accrued and unpaid Distributions have been paid on all Securities for
all Distribution periods terminating on or before the date of redemption. 
 (e) Redemption or Distribution procedures will be as follows:

 (i) Notice of any redemption of, or notice of distribution of Notes in exchange for the Securities (a
“Redemption/Distribution Notice”) will be given by the Trust by mail to each Holder of the Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days, or not fewer than 10 nor more than 15 Business Days, as
applicable, before the date fixed for redemption, repayment or exchange thereof which, in the case of a redemption or repayment, will be the date fixed for redemption or repayment of the Notes, as applicable. For purposes of the calculation of the
date of redemption, repayment or exchange and the dates on which notices are given pursuant to this Section 4(e)(i), a Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class mail,
postage prepaid, to the Holders of the Securities. Each Redemption/Distribution Notice shall be addressed to the Holders of the Securities at the address of each such Holder appearing in the books and records of the Trust. No defect in the
Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder. 
 (ii) In the event that fewer than all the outstanding Securities are to be redeemed or repaid, the Securities to be redeemed or repaid
shall be redeemed or repaid Pro Rata from each Holder of Capital Securities, it being understood that, in respect of Capital Securities registered in the name of and held of record by DTC or its nominee (or any successor Clearing Agency or its
nominee), the distribution of the proceeds of such redemption or repayment will be made to each Clearing Agency Participant (or Person on whose behalf such nominee holds such securities) in accordance with the procedures applied by such agency or
nominee. 
 (iii) If Securities are to be redeemed or repaid and the Trust gives a Redemption/Distribution Notice, which
notice may only be issued if the Notes are redeemed or repaid as set out in this Section 4 (which notice will be irrevocable), then (A) while the Capital Securities are in book-entry only form, with respect to the Capital Securities, by
12:00 noon, New York City time, on the redemption date or the repayment date, as applicable, provided, that the Notes Issuer has paid to the Institutional Trustee a sufficient amount of cash in connection with the related redemption, repayment or
maturity of the Notes, the Institutional Trustee will deposit irrevocably with DTC or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will
give DTC (or any successor Clearing Agency) irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities, and (B) with respect to Capital Securities issued in definitive form and Common Securities,
provided, that the Notes Issuer has paid the Institutional Trustee a sufficient amount of cash in connection with the related redemption, repayment or maturity of the Notes, the Paying Agent will pay the relevant Redemption Price to the Holders of
such Securities, upon surrender thereof, by check mailed to 
  

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 the address of the relevant Holder appearing on the books and records of the Trust on the redemption date
or repayment date, as applicable. If a Redemption/Distribution Notice shall have been given and funds deposited as required, if applicable, then immediately prior to the close of business on the date of such deposit, or on the redemption date or the
repayment date, as applicable, distributions will cease to accrue on the Securities so called for redemption or repayment and all rights of the Holders of such Securities so called for redemption or repayment will cease, except the right of the
Holders of such Securities to receive the Redemption Price, but without interest on such Redemption Price. Neither the Administrative Trustees nor the Trust shall be required to register or cause to be registered the transfer of any Securities that
have been so called for redemption or repayment. The record date for any payment under this Section 4 shall be determined as set forth in Section 2(c). If any date fixed for redemption of Securities is not a Business Day, then payment of
the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such
payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption or repayment, as applicable. If payment of the Redemption Price in respect of any Securities is
improperly withheld or refused and not paid by the Paying Agent or by the Sponsor as guarantor pursuant to the relevant Securities Guarantee, Distributions on such Securities will continue to accrue from the original redemption date or repayment
date, as applicable, to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption or repayment for purposes of calculating the Redemption Price. 
 (iv) Redemption/Distribution Notices shall be sent by the Institutional Trustee on behalf of the Trust to (A) in respect of the
Capital Securities, DTC or its nominee (or any successor Clearing Agency or its nominee) if the Global Certificates have been issued or, if Definitive Capital Security Certificates have been issued, to the Holder thereof and (B) in respect of
the Common Securities to the Holder thereof. 
 (v) Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), the Notes Issuer or its Affiliates may at any time and from time to time purchase outstanding Capital Securities by tender, in the open market or by private agreement. 
 5. Voting Rights - Capital Securities. 
 (a) Except as provided under Sections 5(b) and 7 and as otherwise required by law and the Declaration, the Holders of the Capital Securities will have no voting rights. 
 (b) Subject to the requirements set forth in this paragraph, the Holders of a Majority in aggregate liquidation amount of the Capital Securities, voting
separately as a class, may direct the time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or direct the exercise of any trust or power conferred upon the Institutional Trustee under the
Declaration, including the right to direct the Institutional Trustee, as holder of the Notes, to (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercise any trust or
power conferred on the Indenture Trustee with respect to the Notes, (ii) waive any past Indenture Event of Default that is waivable under Section 5.6 of the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes where such consent shall be required; provided, however, that, where a consent or action under
the Indenture would require the consent or act of each holder of each Note affected thereby, such consent or action under the Indenture 
  

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 shall not be effective until each Holder of Capital Securities shall have consented to such action or provided such
consent. The Institutional Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities. If the Institutional Trustee fails to enforce its rights under the Notes, any Holder of Capital
Securities may directly institute a legal proceeding against the Notes Issuer to enforce the Institutional Trustee’s rights under the Notes without first instituting a legal proceeding against the Institutional Trustee or any other Person or
entity. If a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of the Notes Issuer to pay interest or principal on the Notes on the date such interest or principal is otherwise payable (or in the
case of redemption, on the redemption date), then a holder of Capital Securities may also directly institute a proceeding for enforcement of payment to such holder (a “Direct Action”) of the principal of or interest on the Notes
having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder on or after the respective due date specified in the Notes without first (i) directing the Institutional Trustee to enforce the terms
of the Notes or (ii) instituting a legal proceeding directly against the Notes Issuer to enforce the Institutional Trustee’s rights under the Notes; provided, however, that if a Trust Enforcement Event results from the failure to pay
interest on the Notes during any Non-Acceleration Period, then a holder of Capital Securities may not institute a Direct Action for the payment of principal on the Notes, and the Institutional Trustee may not take any Legal Action for the payment of
principal on the Notes, during such Non-Acceleration Period. Except as provided in the preceding sentence, the Holders of Capital Securities will not be able to exercise directly any other remedy available to the holders of the Notes. In connection
with such Direct Action, the Notes Issuer will be subrogated to the rights of such Holder of Capital Securities under the Declaration to the extent of any payment made by the Notes Issuer to such holder of Capital Securities in such Direct Action.

 Any required approval or direction of Holders of Capital Securities may be given at a separate meeting of Holders of Capital Securities
convened for such purpose, at a meeting of all of the Holders of Securities in the Trust or pursuant to written consent. The Administrative Trustees will cause a notice of any meeting at which Holders of Capital Securities are entitled to vote, to
be mailed to each Holder of record of Capital Securities. Each such notice will include a statement setting forth (i) the date and time of such meeting, (ii) a description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of proxies. 
 No vote or consent of the Holders of the
Capital Securities will be required for the Trust to redeem and cancel Capital Securities or to distribute the Notes in accordance with this Declaration and the terms of the Securities. 
 Notwithstanding that Holders of Capital Securities are entitled to vote or consent under any of the circumstances described above, any of the Capital
Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding. 
 6. Voting Rights - Common Securities. 
 (a) Except as provided under Sections 6(b), (c) and 7 as otherwise required by law and the Declaration, the Holders of the Common Securities will have no voting rights. 
 (b) The Holders of the Common Securities are entitled, in accordance with and subject to Article V of the Declaration, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of Trustees. 
 (c) Subject to Section 2.6 of the Declaration and only after
any Trust Enforcement Event with respect to the Capital Securities has been cured, waived, or otherwise eliminated and subject to the 
  

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 requirements of the second to last sentence of this paragraph, the Holders of a Majority in liquidation amount of the
Common Securities, voting separately as a class, may direct the time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or direct the exercise of any trust or power conferred upon the Institutional
Trustee under the Declaration, including (i) directing the time, method, place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to
the Notes, (ii) waiving any past Indenture Event of Default that is waivable under Section 5.6 of the Indenture, or (iii) exercising any right to rescind or annul a declaration that the principal of all the Notes shall be due and
payable, provided that, where a consent or action under the Indenture would require the consent or act of the Holders of greater than a majority in principal amount of Notes affected thereby (a “Super Majority”), the Institutional
Trustee may only give such consent or take such action at the written direction of the Holders of at least the proportion in liquidation amount of the Common Securities which the relevant Super Majority represents of the aggregate principal amount
of the Notes outstanding. Pursuant to this Section 6(c), the Institutional Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities. If the Institutional Trustee fails to enforce
its rights under the Declaration, any Holder of Common Securities may institute a legal proceeding directly against any Person to enforce the Institutional Trustee’s rights under the Declaration, without first instituting a legal proceeding
against the Institutional Trustee or any other Person. 
 Any approval or direction of Holders of Common Securities may be given at a
separate meeting of Holders of Common Securities convened for such purpose, at a meeting of all of the Holders of Securities in the Trust or pursuant to written consent. The Administrative Trustees will cause a notice of any meeting at which Holders
of Common Securities are entitled to vote, to be mailed to each Holder of record of Common Securities. Each such notice will include a statement setting forth (i) the date and time of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote and (iii) instructions for the delivery of proxies. 
 No vote or consent of the Holders of the Common Securities will be required for the Trust to redeem and cancel Common Securities or to distribute the Notes in accordance with the Declaration and the terms of the Securities. 
 7. Amendments to Declaration and Indenture. 
 (a) In addition to any requirements under Section 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Administrative Trustees otherwise propose to effect, (i) any action that would adversely
affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than as described in Section 8.1 of the
Declaration, then the Holders of outstanding Securities voting together as a single class, will be entitled to vote on such amendment or proposal (but not on any other amendment or proposal) and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in liquidation amount of the Securities, voting together as a single class; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect
only the Capital Securities or only the Common Securities, then only the Holders of the affected class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of Holders
of a Majority in liquidation amount of such class of Securities. 
 (b) In the event the consent of the Institutional Trustee as the holder of
the Notes is required under the Indenture with respect to any amendment, modification or termination on the Indenture or the Notes, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such
amendment, modification or termination and shall vote with respect to such amendment, 
  

 I-9 








 modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture would require the consent of the holders of greater than a majority in aggregate principal amount of the Notes (a “Super Majority”), the Institutional Trustee may
only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Notes outstanding; provided, further,
that the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 7(b) unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that for
the purposes of United States federal income tax the Trust will not be classified as other than a grantor trust on account of such action. 
 (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other
than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee in contravention of the Trust Indenture Act or (iii) cause the Trust to be deemed an “investment company” which is required
to be registered under the Investment Company Act. 
 8. Pro Rata. 
 A reference in these terms of the Securities to any payment, distribution or treatment as being “Pro Rata” shall mean pro rata to each
Holder of Securities according to the aggregate liquidation amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all Securities outstanding unless, in relation to a payment, a Trust Enforcement
Event has occurred and is continuing, in which case any funds available to make such payment shall be paid first to each Holder of the Capital Securities pro rata according to the aggregate liquidation amount of Capital Securities held by the
relevant Holder relative to the aggregate liquidation amount of all Capital Securities outstanding, and only after satisfaction of all amounts owed to the Holders of the Capital Securities, to each Holder of Common Securities pro rata according to
the aggregate liquidation amount of Common Securities held by the relevant Holder relative to the aggregate liquidation amount of all Common Securities outstanding. 
 9. Ranking. 
 The Capital Securities rank pari passu and payment thereon shall be made Pro Rata with
the Common Securities except that, where an Indenture Event of Default occurs and is continuing under the Indenture in respect of the Notes held by the Institutional Trustee, the rights of Holders of the Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights to payment of the Holders of the Capital Securities. 
 10. Acceptance of Securities Guarantee and Indenture. 
 Each Holder of Capital Securities and Common
Securities, by the acceptance thereof, agrees to the provisions of the Capital Securities Guarantee, including the subordination provisions therein and to the provisions of the Indenture. 
 11. No Preemptive Rights. 
 The
Holders of the Securities shall have no preemptive rights to subscribe for any additional securities. 
  

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 12. Miscellaneous. 
 These terms constitute a part of the Declaration. 
 The Sponsor will provide a copy of the Declaration or
the Capital Securities Guarantee, and the Indenture to a Holder without charge on written request to the Sponsor at its principal place of business. 
  

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 EXHIBIT A-1 
 FORM OF CAPITAL SECURITY CERTIFICATE 
 THIS CAPITAL SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE DEPOSITARY. THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. 
 UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  

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	Certificate Number	 	Number of Capital Securities
		
		 	CUSIP NO. 14042BAA4

 Certificate Evidencing Capital Securities 
 of 
 CAPITAL ONE CAPITAL III 
 7.686% Capital Securities 
 (Liquidation Amount $1,000 per Capital Security) 

CAPITAL ONE CAPITAL III, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that
                     (the “Holder”) is the registered owner of
                     (    ) capital securities of the Trust representing undivided beneficial interests in the
assets of the Trust designated the 7.686% Capital Securities (the “Capital Securities”). The Capital Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of
this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities are set forth in, and this certificate and the Capital Securities
represented hereby are issued and shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of August 1, 2006, as the same may be amended from time to time (the
“Declaration”), including the designation of the terms of the Capital Securities as set forth in Annex I thereto. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Capital Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Capital Securities Guarantee and the Indenture to a Holder without charge upon written request to
the Sponsor at its principal place of business. 
 The Holder of this certificate, by accepting this certificate, is deemed to have
(i) agreed to the terms of the Indenture and the Notes, including that the Notes are subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) and (ii) agreed to the terms of the Capital Securities
Guarantee, including that the Capital Securities Guarantee is subordinate and junior in right of payment to all Senior Indebtedness in the same manner and to the same extent as the Notes. 
 Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. 
 By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Notes as indebtedness and the Capital Securities as
evidence of indirect beneficial ownership in the Notes. 
 This Certificate shall be governed by the laws of the State of Delaware.

  

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 IN WITNESS WHEREOF, the Trust has executed this certificate this      day of
                    ,     . 
  

	
	  

	Name:
	Title: Administrative Trustee


  

 A1-3 








 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital Security Certificate to: 
  
 (Insert assignee’s social security or tax identification number) 
  
 (Insert address and zip code of assignee) 
 and irrevocably appoints as agent to transfer this Capital Security Certificate
on the books of the Trust. The agent may substitute another to act for him or her. 
  

							
	 Date:
	  	  
	  		  	
				
	 Signature:
	  	  
	  		  	

 (Sign exactly as your name appears on the other side of this Capital Security Certificate)

  

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 EXHIBIT A-2 
 FORM OF COMMON SECURITY CERTIFICATE 
 TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE
DECLARATION REFERRED TO BELOW. 
  

 A2-1 









			
	Certificate Number	 	Number of Common Securities

 Certificate Evidencing Common Securities 
 of 
 CAPITAL ONE CAPITAL III 
 7.686% Common Securities 
 (Liquidation Amount $1,000 per Common Security) 
 CAPITAL ONE CAPITAL III, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that Capital
One Financial Corporation, a Delaware corporation (the “Holder”), is the registered owner of                     
(                    ) common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the
7.686% Common Securities (the “Common Securities”). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer and satisfaction of the other conditions set forth in the Declaration (as defined below), including, without limitation, Section 9.1 thereof. The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of August 1, 2006, as the same may be
amended from time to time (the “Declaration”), including the designation of the terms of the Common Securities as set forth in Annex I thereto. Capitalized terms used herein but not defined shall have the meaning given them in the
Declaration. The Sponsor will provide a copy of the Declaration and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. 
 Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. 
 The Holder of this certificate, by accepting this certificate, is deemed to have agreed to the terms of the Indenture and the Notes, including that the
Notes are subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) as and to the extent provided in the Indenture. 
 By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Notes as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Notes. 
 This Certificate shall be governed by the laws of the State of Delaware. 
  

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 IN WITNESS WHEREOF, the Trust has executed this certificate this      day of
            ,     . 
  

	
	  

	Name:
	Title: Administrative Trustee


  

 A2-3 








 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security Certificate to: 
  
 (Insert assignee’s social security or tax identification number) 
  
 (Insert address and zip code of assignee) 
 and irrevocably appoints as
agent to transfer this Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. 

							
	 Date:
	  	  
	  		  	
				
	 Signature:
	  	  
	  		  	

 (Sign exactly as your name appears on the other side of this Common Security Certificate)

  

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 EXHIBIT B 
 SPECIMEN OF NOTE 
  

 B-1 








 EXHIBIT C 
 UNDERWRITING AGREEMENT 
  

 C-1