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EXHIBIT 4.1


Capital One Bank

Senior and Subordinated Global Bank Notes

Due From 30 Days to 30 Years or More from Date of Issue



AMENDED AND RESTATED DISTRIBUTION AGREEMENT



May 8, 2003


J.P. MORGAN SECURITIES INC.

270 Park Avenue

New York, New York 10017



AND EACH OF THE DISTRIBUTION AGENTS LISTED

  ON SCHEDULE 1 HERETO


Ladies and Gentlemen:


     This Amended and Restated Distribution Agreement, dated May 8, 2003 (this
“Agreement”), amends and restates the Amended and Restated Distribution
Agreement, dated January 31, 2003, among Capital One Bank, a banking
association chartered under the laws of the Commonwealth of Virginia (the
“Bank”), J.P. Morgan Securities Inc. and each of the distribution agents listed
on Schedule 1 hereto (each referred to as a “Distribution Agent” and
collectively referred to as the “Distribution Agents”). The Bank confirms its
agreement with J.P. Morgan Securities Inc. and each of the Distribution Agents
with respect to the issue and sale by it of its (i) senior unsecured debt
obligations not insured by the Federal Deposit Insurance Corporation (the
“FDIC”) (the “Senior Notes”) and (ii) subordinated unsecured debt obligations
not insured by the FDIC (the “Subordinated Notes”, and together with the Senior
Notes, the “Bank Notes”). The Bank Notes have maturities of 30 days to 30 years
or more from date of issue. The Bank Notes are to be issued pursuant to an
Amended and Restated Global Agency Agreement, dated as of May 8, 2003 (the
“Global Agency Agreement”), among the Bank and JPMorgan Chase Bank, as domestic
paying agent (the “Domestic Paying Agent”) and registrar (the “Registrar”),
JPMorgan Chase Bank, London Branch, as London paying agent (the “London Paying
Agent”) and London issuing agent (the “London Issuing Agent”), J.P. Morgan Bank
Luxembourg S.A., as transfer agent (the “Transfer Agent”) and Luxembourg paying
agent (the “Luxembourg Paying Agent” and together with the Domestic Paying
Agent and the London Paying Agent, the “Paying Agents” and each individually, a
“Paying Agent”) and Kredietbank S.A. Luxembourgeoise, as listing agent (the
“Listing Agent”). As of the date hereof, the Bank has authorized the issuance
of up to U.S.$8,000,000,000 (or the equivalent thereof in other currencies
calculated as described in the Offering Circular dated May 8, 2003) aggregate
principal amount at any one time outstanding of its Bank Notes. It is
understood, however, that


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the Bank may from time to time authorize the issuance of an additional
outstanding amount of Bank Notes and that the Bank Notes may be distributed
through or sold to one or more of the Distribution Agents pursuant to the terms
of this Agreement, all as though the issuance of the Bank Notes were authorized
as of the date hereof. The Bank is a subsidiary of Capital One Financial
Corporation (the “Parent”).


     This Agreement provides both for the sale of Bank Notes by the Bank to the
Distribution Agents as principal for resale to investors and other purchasers
and for the sale of Bank Notes by the Bank directly to investors through the
Distribution Agents (as may from time to time be agreed to by the Bank and the
Distribution Agents), in which case the Distribution Agents will act as agents
of the Bank in soliciting Bank Note purchasers.


SECTION 1. Appointment as Distribution Agents.


     (a) 
Appointment of Distribution Agents. Subject to the terms and
conditions stated herein and subject to the reservation by the Bank of the right to sell
Bank Notes directly to investors on its own behalf in those jurisdictions where it is authorized
to do so, the Bank hereby agrees that Bank Notes will be sold exclusively to or through the
Distribution Agents. The Distribution Agents are authorized to engage the services of any other
broker or dealer in connection with the offer or sale of the Bank Notes purchased by a
Distribution Agent as principal for resale to others but are not authorized to appoint
sub-agents. in connection with sales by the Distribution Agents of Bank Notes purchased by a Distribution
Agent as principal to other brokers or dealers, a Distribution Agent may allow any portion of
the discount it has received in connection with such purchase from the Bank to such brokers or
dealers.


     (b)  Sale of Bank Notes. The Bank shall not approve the solicitation of
purchases of Bank Notes in excess of the amount which shall be authorized to be outstanding
by the Bank from time to time or in excess of the aggregate principal amount of Bank Notes
specified in the Offering Circular, The Distribution Agents will have no responsibility for
maintaining records with respect to the aggregate principal amount of Bank Notes sold or
outstanding, or of otherwise monitoring the availability of Bank Notes for sale.


     (c)  Purchases as Principal. The Distribution Agents shall not have any
obligation to purchase Bank Notes from the Bank as principal, but the Distribution
Agents may agree from time to time to purchase Bank Notes as principal. Any such purchase of
Bank Notes by a Distribution Agent as principal shall be made in accordance with Section
3(a) hereof.


     (d)  Solicitations as Distribution Agent. If agreed upon by a Distribution
Agent and the Bank, the Distribution Agent, acting solely as agent for the Bank and not
as principal, will solicit purchases of the Bank Notes. The Distribution Agent will communicate to
the Bank, orally or in writing, each offer to purchase Bank Notes solicited by such Distribution
Agent on an agency basis, other than those offers rejected by the Distribution Agent. The
Distribution Agent shall have the right, in its discretion reasonably exercised, to reject any
proposed purchase of Bank Notes, as a whole or in part, and any such rejection shall not be deemed a
breach of any Distribution Agent’s agreement contained herein. The Bank may accept or
reject any proposed purchase of the Bank Notes in whole or in part. The Distribution Agent
shall make reasonable


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efforts to assist the Bank in obtaining performance by each purchaser whose
offer to purchase Bank Notes has been solicited by the Distribution Agent and
accepted by the Bank. The Distribution Agent shall not have any liability to
the Bank in the event any such agency purchase is not consummated for any
reason. If the Bank shall default on its obligation to deliver Bank Notes to a
purchaser whose offer it has accepted, the Bank shall (i) hold the Distribution
Agent harmless against any loss, claim or damage arising from or as a result of
such default by the Bank and (ii) notwithstanding such default, pay to the
Distribution Agent any commission to which it would be entitled in connection
with such sale.


     (e)  Additional Agents. The Bank may, from time to time, engage additional
agents either as principal or as an agent for the sale of the Bank Notes. Any additional
agents shall be required, as a condition to their engagement, either to enter into this
Agreement (amended to include such additional agents as signatories) or into an agreement with
the Bank substantially similar to this Agreement.


     (f)  Stabilization. The Distribution Agent (if any) specified as the
Stabilization Manager in the Pricing Supplement relating to any Tranche of Bank Notes or any
person acting for the Stabilization Manager may, in connection with such Bank Notes, over-allot
or effect transactions with a view to supporting the market price of the Bank Notes of the Series
of which such Tranche forms a part at a level higher than that which might otherwise
prevail for a limited period, but in so doing, the Stabilization Manager (or any person acting
for him) shall act as principal and not as agent of the Bank. Such stabilization, if commenced,
may be discontinued at any time. Such stabilization shall be conducted in accordance with all
relevant laws, regulations and rules. Any loss or profit sustained as a consequence of
any such over-allotment or stabilization shall, as against the Bank, be for the account of such
named Distribution Agent.


     The Bank confirms that it has been informed of the existence of the
United Kingdom Financial Services Authority (“FSA”) stabilizing guidance in
Section MAR 2 Ann 2G of the FSA Handbook.


     (g)  Reliance. The Bank and the Distribution Agents agree that the Bank
Notes purchased by the Distribution Agents shall be purchased, and the Bank Notes the
placement of which a Distribution Agent arranges shall be placed by such Distribution Agent, in
reliance on the representations, warranties, covenants and agreements of the Bank
contained herein and on the terms and conditions and in the manner provided herein.


SECTION 2.  Representations and Warranties.


     (a)  The Bank represents and warrants to each Distribution Agent as of the
date hereof, as of the date of each acceptance by the Bank of an offer for the
purchase of Bank Notes (whether to the Distribution Agent as principal or
through the Distribution Agent as agent), as of the date of each delivery of
Bank Notes (whether to such Distribution Agent as principal or through such
Distribution Agent as agent) (the date of each such delivery to a Distribution
Agent as principal being hereafter referred to as a “Settlement Date”), and as
of the times referred to in Section 8(b) hereof (each of the times referenced
above being referred to hereafter as a “Representation Date”), as follows:


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	 	     (i)     Offering Circular. The Bank has prepared an offering
circular, dated May 8, 2003 (as such document may hereafter be amended or
supplemented (including by any pricing supplement by the Bank), including
the material incorporated therein by reference, the “Offering Circular”),
to be used by the Distribution Agents in connection with the Distribution
Agents’ solicitation of purchasers of, or offering of, the Bank Notes.
The Bank has been authorized by the Parent to incorporate by reference in
the Offering Circular the Parent’s annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and each other document
filed by the Parent pursuant to Section 13(a), 13(c), 14 or 15(d) (and
any and all amendments thereto) (except that information in such
documents deemed not to have been filed in accordance with the rules of
the Securities and Exchange Commission shall not be incorporated by
reference) of the Securities Exchange Act of 1934, as amended (the “1934
Act”), and the rules and regulations thereunder. The Offering Circular,
as of the date hereof, does not and, as of the applicable Representation
Date, will not, contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they are made, not
misleading; provided, however, that the representations and warranties in
this subsection shall not apply to statements in or omissions from the
Offering Circular made in reliance upon, and in conformity with,
information furnished to the Bank in writing by the Distribution Agents
expressly for use therein.
	 
	 	     The Bank has incorporated by reference in the Offering Circular the
publicly available portions of each of its Consolidated Reports of
Condition and Income (each, a “Call Report”), and any amendments or
supplements thereto, beginning with and including the Call Report for the
period ended December 31, 2000 to and including the most recent Call
Report filed or published prior to the offering of Bank Notes. The
publicly available portions of any Call Reports filed by the Bank
subsequent to the date of the Offering Circular and prior to the
termination of the offering of the Bank Notes will be incorporated
therein by reference.
	 
	 	     The documents incorporated by reference into the Offering Circular,
at the time they were or hereafter are filed with the applicable federal
regulatory authorities, complied or when so filed will comply in all
material respects with the 1934 Act or the rules and regulations
otherwise applicable thereto, as the case may be and, when read together
with the other information in the Offering Circular, did not and will
not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they
were or are made, not misleading.
	 
	 	     (ii)     Due Organization, Valid Existence and Good Standing. The
Bank is a banking corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Virginia, and is
licensed, registered or qualified to conduct the business in which it is
engaged in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such license, registration or
qualification, except to the extent that the failure to be so licensed,
registered or qualified or to be in good standing would not have a
material adverse effect on the Bank and its subsidiaries



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	 	taken as a whole. The Bank is a subsidiary of the Parent, a Delaware
corporation which has securities registered under the 1934 Act.
	 
	 	     (iii)     Due Authorization, Execution and Delivery of this
Agreement, The Global Agency Agreement, the Interest Calculation
Agreement, the Exchange Rate Agent Agreement and the Letters of
Representations. This Agreement, the Global Agency Agreement, the Amended
and Restated Interest Calculation Agreement dated as of May 8, 2003,
between the Bank and JPMorgan Chase Bank (the “Interest Calculation
Agreement”), the Amended and Restated Exchange Rate Agent Agreement dated
as of May 8, 2003, between the Bank and JPMorgan Chase Bank (the “Exchange
Rate Agreement”) and the Short-Term and Medium-Term Letters of
Representation dated May 8, 2003 (the “Letter[s] of Representations”),
between the Bank, JPMorgan Chase Bank and The Depository Trust Company,
have been duly authorized, executed and delivered by the Bank and are
valid and legally binding agreements of the Bank, enforceable against the
Bank in accordance with their respective terms, subject to applicable
bankruptcy, liquidation, insolvency, fraudulent transfer, reorganization,
moratorium, conservatorship, receivership and similar laws of general
applicability relating to, or affecting, creditors’ rights, to general
equity principles and with respect to any indemnification or contribution
obligation, to public policies which might affect such obligations.
	 
	 	     (iv)      Due Authorization, Execution and Delivery of the Bank
Notes. The Bank Notes have been duly authorized for issuance and sale
pursuant to this Agreement and, when issued and authenticated against
payment of the consideration therefor. The Bank Notes will be valid and
legally binding obligations of the Bank, enforceable against the Bank in
accordance with their respective terms, subject to applicable bankruptcy,
liquidation, insolvency, fraudulent transfer, reorganization, moratorium,
conservatorship, receivership and similar laws of general applicability
relating to, or affecting, creditors’ rights to general equity principles
and with respect to any indemnification or contribution obligation, to
public policies which might affect such obligations.
	 
	 	     (v)     Exemption from Registration. The Bank Notes are exempt from
registration under Section 3(a)(2) of the Securities Act of 1933, as
amended (the “1933 Act”), and neither registration of the Bank Notes
under the 1933 Act, nor qualification of an indenture under the Trust
Indenture Act of 1939, as amended, is required in connection with the
offer, sale, issuance or delivery of the Bank Notes pursuant to this
Agreement or any applicable Terms Agreement (as defined in Section 3(a)
hereof).
	 
	 	     (vi)     Exemption from Investment Company Act. The Bank is not
required to register under the provisions of the Investment Company Act
of 1940, as amended (the “Investment Company Act”), or to take any other
action with respect to or under the Investment Company Act.
	 
	 	     (vii)     No Other Approvals Required. No consent, approval or
authorization of or filing with any governmental body or agency is
required for the performance by the Bank of its obligations under this
Agreement, the Bank Notes, the Global Agency



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	 	Agreement, the Interest Calculation Agreement, the Exchange Rate Agent
Agreement, the Letters of Representations and any applicable Terms
Agreement (provided that the representations contained in the immediately
preceding clause with respect to approvals under the laws of foreign
countries shall only be to the best knowledge of the Bank) or the
consummation by the Bank of the transactions contemplated by this
Agreement and any agreement with a Distribution Agent to purchase such
Bank Notes as principal, except such as may be required by the securities
or Blue Sky laws of the various states in connection with the offer and
sale of the Bank Notes.
	 
	 	     (viii)     Description of Bank Notes. The Bank Notes are substantially
in the form heretofore delivered to the Distribution Agents and conform
in all material respects to the description thereof contained in the
Offering Circular under the caption “Description of Notes.”




		
	 	     (ix)     Priority of Bank Notes. The Senior Notes are unsecured and
unsubordinated debt obligations of the Bank and rank pari passu among
themselves and with all other unsecured and unsubordinated debt
obligations of the Bank except, (A) pursuant to Section 11(d)(11) of the
Federal Deposit Insurance Act, the Bank’s unsecured deposit obligations
and (B) pursuant to Section 6.1 - 110.9 of the Code of Virginia, the
Bank’s deposit obligations. The Subordinated Notes are unsecured and
subordinated debt obligations of the Bank, rank pari passu among
themselves, and are subordinated and junior in right of payment to the
Bank’s obligations to depositors and general creditors, other than
obligations which, by their express terms, rank on a parity with or junior
to the Subordinated Notes. Upon issuance, the Subordinated Notes will
qualify as Tier 2 capital of the Bank (within the meaning of [Appendix A
to 12 C.F.R. Part 208]).
	 
	 	     (x)     No Violation. Neither the Bank or any of its subsidiaries
nor the Parent or any of its subsidiaries is in violation of its charter
or by-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage loan agreement, note, lease or other instrument to
which it is a party or by which it or any of them or their properties may
be bound which might result in a material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs
or business prospects of the Bank and its subsidiaries or the Parent or
any of its subsidiaries, in each case considered as one enterprise, or
might materially and adversely affect the properties or assets thereof
or might materially and adversely affect the consummation of this
Agreement, the Global Agency Agreement, the Interest Calculation
Agreement, the Exchange Rate Agent Agreement, the Letters of
Representations or the Bank Notes or any transaction contemplated hereby
or thereby. The execution, issuance and delivery by the Bank of the Bank
Notes, and the execution, delivery and performance by the Bank of this
Agreement, the Global Agency Agreement, the Interest Calculation
Agreement, the Exchange Rate Agent Agreement, the Letters of
Representations and any applicable Terms Agreement, will not violate any
law, rule, regulation, order, judgment or decree applicable to the Parent
and its subsidiaries or to the Bank and any of its subsidiaries or
violate any provision of the Bank’s charter or by-laws, or conflict with
or result in a material breach of or constitute a material default under,
or result in the creation or imposition of any material lien, charge or
encumbrance upon any



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	 	property or assets of the Parent and its subsidiaries or the Bank and any
of its subsidiaries pursuant to any contract, indenture, mortgage loan
agreement, note, lease or other instrument to which the Parent or any of
its subsidiaries or the Bank or any of its subsidiaries, or the property
of any of them, is bound or subject.
	 
	 	     (xi)      No Material Adverse Change. Since the respective dates as
of which information is given or incorporated by reference in the
Offering Circular (a) there has not been any material adverse change, or
any development which could reasonably be expected to result in a
material adverse change, in the condition, financial or otherwise, or
business affairs or business prospects of the Bank and its subsidiaries
or of the Parent and its subsidiaries, as the case may be, considered as
one enterprise, whether or not arising in the ordinary course of
business, other than as set forth or contemplated in the Offering
Circular (including the material incorporated by reference therein), and
(b) there have been no material transactions entered into by the Bank or
any of its subsidiaries or the Parent and any of its subsidiaries
considered as one enterprise, other than those in the ordinary course of
business.
	 
	 	     (xii)      Rating. The Senior Notes of the Bank have been rated by a
“nationally recognized statistical rating agency” (as that term is
defined by the Securities and Exchange Commission (“the Commission”) for
purposes of Rule 436(g)(2) under the 1933 Act), in one of its four
highest categories. The Bank “has unsecured non-convertible debt with a
term of issue of at least four (4) years, or unsecured non-convertible
preferred securities, rated by a nationally recognized statistical rating
organization in one of its four (4) highest ratings categories” within
the meaning of Conduct Rule 2710(b)(7) of the National Association of
Securities Dealers, Inc.
	 
	 	     (xiii)     Financial Statements and Financial Information. The
financial statements and other financial information of the Parent and
its consolidated subsidiaries and the Bank and its consolidated
subsidiaries included or incorporated by reference in the Offering
Circular present fairly the consolidated financial position of the Parent
and its consolidated subsidiaries and the Bank and its consolidated
subsidiaries, as the case may be, as of the dates indicated therein and
the consolidated results of their operations for the periods specified
therein; and except as stated therein, such financial statements have
been prepared in conformity with generally accepted accounting principles
in the United States applied on a consistent basis; and financial
information of certain financial institutions, if any, acquired by or
consolidated with or proposed to be acquired by or consolidated with the
Parent and the Bank included or incorporated by reference in the Offering
Circular present fairly the financial position of such financial
institutions as of the dates indicated therein and the results of their
operations for the periods specified therein.
	 
	 	     (xiv)     Legal Proceedings. Except as may be set forth in the
Offering Circular, there is no action, suit or proceeding before or by
any court or governmental agency or body, domestic or foreign, now
pending, or, to the knowledge of the Bank, threatened against or
affecting, the Parent or any of its subsidiaries or the Bank or any of
its subsidiaries, which might, in the opinion of the Bank, result in any
material adverse



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	 	change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Bank and its subsidiaries
considered as one enterprise, or might materially and adversely affect
the properties or assets thereof or might materially and adversely affect
the consummation of this Agreement, the Global Agency Agreement, the
Interest Calculation Agreement, the Exchange Rate Agent Agreement or the
Bank Notes or any transaction contemplated hereby or thereby.
	 
	 	     (xv)     Commodity Exchange Act. The Bank Notes, when issued,
authenticated and delivered pursuant to the provisions of this Agreement
and the Global Agency Agreement, will be excluded or exempted under the
provisions of the Commodity Exchange Act.



     (b)  Additional Certifications. Any certificate signed by any officer of
the Bank or the Parent and delivered to the Distribution Agents or to counsel
for the Distribution Agents in connection with an offering of Bank Notes, or
the sale of Bank Notes to a Distribution Agent as principal, contemplated by
this Agreement shall be deemed a representation and warranty by the Bank or the
Parent, as the case may be, to the Distribution Agents as to the matters
covered thereby on the date of such certificate and at each Representation Date
referred to in Section 2(a) hereof subsequent thereto.


SECTION 3. Purchases as Principal; Solicitations as Distribution Agents.


     (a)  Purchases as Principal. Unless otherwise agreed to by a Distribution
Agent and the Bank, Bank Notes shall be purchased by the Distribution Agent as
principal. Such purchases shall be made in accordance with terms agreed upon by
the Distribution Agent and the Bank including such information (as applicable)
as is specified in Exhibit A hereto (which terms shall be agreed upon orally,
and which may or may not be confirmed in writing in the form of Exhibit A,
prepared by the Distribution Agent and mailed or sent via facsimile
transmission to the Bank) and, in the case of sales to Distribution Agents on a
syndicated basis, a separate terms agreement substantially in the form of
Exhibit H hereto or other agreement governing such purchase that is agreed to
in writing by each Distribution Agent party thereto and the Bank. Any oral or
written agreement entered into pursuant to the previous sentence, including any
agreement in the form of Exhibit H hereof, is referred to herein as a “Terms
Agreement”. The Distribution Agent’s commitment to purchase Bank Notes as
principal shall be deemed to have been made on the basis of the representations
and warranties of the Bank herein contained and shall be subject to the terms
and conditions herein set forth. Each purchase of Bank Notes, unless otherwise
agreed, shall be at a discount from the principal amount of each such Bank Note
equivalent to the applicable commission set forth in Exhibit B hereto. The
Distribution Agent may engage the services of any other broker or dealer in
connection with the resale of the Bank Notes purchased as principal and may
allow any portion of the discount received in connection with such purchases
from the Bank to such brokers and dealers. At the time of each purchase of Bank
Notes by a Distribution Agent as principal, the Distribution Agent shall
specify any requirements for the opinions of counsel, officers’ certificates
and the accountant’s letter pursuant to Sections 6(a), 6(b) and 6(d) hereof.
The resale of any Bank Notes acquired by such Distribution


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Agent as principal shall be subject to all of the applicable selling
restrictions set forth in Exhibit G hereto.


(b)  Solicitations as Distribution Agents. On the basis of the
representations and warranties herein contained, but subject to the terms and conditions
herein set forth, when agreed upon by the Bank and a Distribution Agent, such Distribution Agent, as an
agent of the Bank, will use its reasonable efforts to solicit offers to purchase the Bank
Notes upon the terms and conditions set forth herein and in the Offering Circular. All Bank Notes
sold through a Distribution Agent as agent will be sold at 100% of
their principal amount
unless otherwise agreed to by the Bank and the Distribution Agent,


     The Bank reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Bank Notes through the Distribution Agents, as
agents, commencing at any time for any period of time or permanently. Upon
receipt of instructions from the Bank, the Distribution Agents will forthwith
suspend solicitation of purchases from the Bank until such time as the Bank has
advised the Distribution Agents that such solicitation may be resumed. During
such period, the Bank shall not be required to comply with the provisions of
Sections 8(b), (c) and (d). Upon advising the Distribution Agents that such
solicitation may be resumed, however, the Bank shall simultaneously provide the
documents required to be delivered by Sections 8(b), (c) and (d), and the
Distribution Agents shall have no obligation to solicit offers to purchase the
Bank Notes until such documentation has been received by the Distribution
Agents.


     The Bank agrees to pay each Distribution Agent a commission, in the form
of a discount, equal to the applicable percentage of the principal amount of
each Bank Note sold by the Bank as a result of a solicitation made by such
Distribution Agent as set forth in Exhibit B hereto, or as otherwise agreed to
by the Bank and such Distribution Agent. The Distribution Agents may reallow
any portion of the commission payable pursuant hereto to dealers in connection
with the offer and sale of the Bank Notes.


     (c)  Administrative Procedures. The purchase price, interest rate or
formula, maturity date and other terms of the Bank Notes (as applicable) specified in
Exhibit A hereto shall be agreed upon by the Bank and the applicable Distribution Agent and set
forth in a pricing supplement to the Offering Circular to be prepared in connection with each
sale of Bank Notes. Administrative procedures with respect to the sale of Bank Notes shall be
agreed upon from time
to time by the Distribution Agents and the Bank (the “Procedures”). The
initial Procedures, as
agreed upon by the Distribution Agents and the Bank, are attached hereto
as Exhibit I and may
be supplemented or amended from time to time by the Distribution Agents
and the Bank by an
instrument in writing. The Distribution Agents and the Bank agree to
perform the respective
duties and obligations specifically provided to be performed by the
Distribution Agents and the Bank herein and in the Procedures.


     (d)  Delivery. The documents required to be delivered by Section 6 hereof
shall be
delivered at the office of Morrison & Foerster LLP, on the date hereof, or
at such other time and
place as the Distribution Agents and the Bank may agree upon in writing
(the “Closing Time”).


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SECTION 4. Covenants of the Bank.


     The Bank covenants with the Distribution Agents as follows:


     (a)  Amending Offering Circular. The Bank will give the Distribution Agents
notice of its
intention to prepare any additional offering circular supplement with
respect to the sale of the Bank Notes or any amendment or supplement to the Offering Circular and
will furnish the
Distribution Agents with copies of any such amendment or supplement or
other documents
proposed to be distributed a reasonable time in advance of such proposed
distribution and will
not distribute any such amendment or supplement or other documents in a
form to which the
Distribution Agents or counsel for the Distribution Agents shall
reasonably object.


     (b) Copies of Offering Circular. The Bank will deliver to the
Distribution Agents as
many copies of the Offering Circular (as amended or supplemented,
including documents
incorporated by reference therein) as the Distribution Agents shall
reasonably request in
connection with sales or solicitations of offers to purchase the Bank
Notes.


     (c) 
Revisions of Offering Circular -- Material Changes. Except as otherwise
provided in
Subsection (d) of this Section 4, if any event shall occur or condition
exist as a result of which it is necessary, in the reasonable opinion of counsel for the Distribution
Agents or counsel for the
Bank, to amend or supplement the Offering Circular in order that the
Offering Circular will not
include any untrue statement of a material fact or omit to state a
material fact necessary in order
to make the statements made therein not misleading in the light of the
circumstances existing at
the time it is delivered to a purchaser, immediate notice shall be given,
and confirmed in writing,
to the Distribution Agents to cease the solicitation of offers to purchase
the Bank Notes in their
capacity as agents and to cease sales of the Bank Notes the Distribution
Agents may then own as
principal, and the Bank will promptly prepare such amendment or supplement
as may be
necessary to correct such untrue statement or omission. The Distribution
Agents shall, at such
time as the Bank shall have furnished to the Distribution Agents an
amended or supplemented
Offering Circular in form satisfactory to the Distribution Agents and
their counsel, resume
solicitation of offers to purchase Bank Notes using the Offering Circular
so amended and
supplemented. The Bank agrees to update the Offering Circular no less than
annually within 120
days after its fiscal year-end.


     (d)  Suspension of Certain Obligations. The Bank shall not be required to
comply with
the provisions of subsection (c) of this Section 4 during any period from
the later of the time
(i) the Distribution Agents shall have suspended solicitation of purchases
of the Bank Notes in their capacity as agents pursuant to a request from the Bank and (ii) no
Distribution Agent shall
then hold any Bank Notes purchased as principal pursuant hereto, until the
tune the Bank shall
determine that solicitation of purchases of the Bank Notes should be
resumed or the Distribution
Agent shall subsequently purchase Bank Notes from the Bank as principal.


     (e)  Regulatory Reports. The Bank shall provide the Distribution Agents
with copies of
the publicly available portion of any reports required to be filed by the
Bank or the Parent with
any United States or state supervisory or regulatory authority as promptly
as reasonably
practicable after such reports become publicly available.


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     (f)  Preparation of Pricing Supplements. The Bank will prepare, with
respect to the Bank
Notes to be sold through or to the Distribution Agents pursuant to this
Agreement, a pricing
supplement with respect to the Bank Notes in a form previously approved by
the Distribution
Agents.


     (g)  Blue Sky Qualifications. The Bank will endeavor, in cooperation with
the
Distribution Agents, to qualify the Bank Notes for offering and sale under
the applicable
securities laws of such states and other jurisdictions of the United
States as the Distribution
Agents may designate, and will maintain such qualifications in effect for
as long as may be
required for the distribution of the Bank Notes; provided, however, that
the Bank shall not be
obligated to file any general consent to service of process or to qualify
as a foreign corporation in
any jurisdiction in which it is not so qualified. The Bank will file such
statements and reports as
may be required by the laws of each jurisdiction in which the Bank Notes
have been qualified as
above provided. The Bank will promptly advise the Distribution Agents of
the receipt by the
Bank of any notification with respect to the suspension of the
qualification of the Bank Notes for
sale in any such state or jurisdiction or the initiating or threatening of
any proceeding for such
purpose.


     (h)  Stand-Off Agreement. In connection with a purchase by a Distribution
Agent of Bank Notes as principal, between the date of the agreement to purchase
such Bank Notes and the Settlement Date with respect to such purchase, the Bank
will not, without the prior consent of the Distribution Agent who is party to
such agreement, offer or sell, or enter into any agreement to sell, any debt
securities of the Bank (other than the Bank Notes that are to be sold pursuant
to such agreement and deposit and other bank obligations issued and sold
directly by the Bank in the ordinary course of its business).


     (i)  No Deposit-Taking. In respect of any Bank Notes having a maturity of
less than one year, the Bank will issue such Bank Notes only if the following
conditions apply (or the Bank Notes can otherwise be issued without
contravention of Section 19 of the United Kingdom Financial Services and
Markets Act 2000 (the “FSMA”)):


          (i)     Selling Restrictions. Each relevant Distribution Agent represents
and agrees that it will comply with the terms set out in the section
headed “United Kingdom” in Exhibit G (Selling Restrictions); and



          (ii)      Minimum Denomination. The redemption value of each such Bank
Note is not less than £100,000 (or an amount of equivalent value denominated
wholly or partly in a currency other than sterling), and no part of any Bank
Note may be transferred unless the redemption value of that part is not less
than £100,000 (or such an equivalent amount).



SECTION 5. Payment of Expenses.


     Whether or not the transactions contemplated hereunder are consummated or
this Agreement or any agreement by a Distribution Agent to purchase Bank Notes
as principal is terminated, the Bank will pay all expenses incident to the
performance of the Bank’s obligations under this Agreement including, without
limitation; (a) the preparation, printing and delivery of


11






 



the Offering Circular and all amendments and supplements thereto; (b) the
preparation and reproduction of this Agreement; (c) the preparation, issuance
and delivery of the Bank Notes, including fees and expenses related to the use
of book-entry notes; (d) the fees and disbursements of the Bank’s counsel and
accountants, of the Paying Agents, London Issuing Agent, Registrar, Transfer
Agent and Listing Agent and of any calculation agents or exchange rate agents;
(e) the reasonable fees and disbursements of counsel to the Distribution Agents
incurred in connection with the establishment of the program relating to the
Bank Notes and incurred from time to time in connection with the transactions
contemplated thereby; (f) any fees charged by rating agencies for rating of the
Bank Notes; (g) any advertising and other out-of-pocket expenses of the
Distribution Agents incurred with the approval of the Bank; (h) the
qualification of the Bank Notes under state securities laws in accordance with
the provisions of Section 4(g) hereof, including the filing fees and the
reasonable fees and disbursements of counsel for the Distribution Agents in
connection therewith and in connection with the preparation of any Blue Sky
Survey and any Legal Investment Survey; (i) the cost of preparing and providing
any CUSIP or other identification numbers for the Bank Notes and (j) all fees
payable to any exchange in connection with listing the Bank Notes on such
exchange.


SECTION 6.  Conditions of Distribution Agents’ Obligations.


     The obligations of the Distribution Agents to solicit offers to purchase
the Bank Notes as agents of the Bank, the obligations of any purchasers of Bank
Notes sold through a Distribution Agent as agent, and any obligation of a
Distribution Agent to purchase Bank Notes pursuant to any agreement by such
Distribution Agent to purchase Bank Notes as principal (or otherwise), will be
subject at all times to the accuracy in all material respects of the
representations and warranties on the part of the Bank herein and to the
accuracy in all material respects of the statements of the Bank’s and the
Parent’s officers made in any certificate furnished pursuant to the provisions
hereof, to the performance and observance in all material respects by the Bank
of all covenants and agreements herein contained and to the following
additional conditions precedent:


     (a)  Legal Opinions. On the date hereof, and, if required pursuant to
Section 8(c) hereof, on each Settlement Date, the Distribution Agents shall
have received the following legal opinions, dated as of the date hereof or the
Settlement Date, as the case may be, and in form and substance satisfactory to
the Distribution Agents:


          (i)     Opinions of Counsel to the Bank and the Parent.




		
	 	     (A)     The opinion of John G. Finneran Jr., General Counsel
to the Bank and the Parent or such other person as may be
agreed by the parties, substantially in the form of Exhibit C1.
	 
	 	     (B)     The opinion of Cleary, Gottlieb, Steen & Hamilton,
counsel to the Bank and the Parent or such other counsel as may
be agreed by the parties hereto, substantially in the form of Exhibit C2.



12






 



          (ii)     Opinion of Counsel to the Distribution Agents. The opinion
of Morrison & Foerster LLP, counsel to the Distribution Agents, or such
other counsel as may be agreed by the parties hereto, covering such
matters as they may request.



     (b)  Officers’ Certificates. On the date hereof, and, if required pursuant
to Section 8(b)
hereof, on each Settlement Date, the Distribution Agents shall have
received a certificate of
(i) the Chief Executive Officer, the President, or any Executive Vice
President, Senior Vice
President or Vice President, and the Chief Financial Officer, Chief
Accounting Officer or
Treasurer of the Bank satisfactory to the Distribution Agents,
substantially in the form of Exhibit 
D hereto and (ii) the Chief Executive Officer, the President, or any
Executive Vice President,
Senior Vice President or Vice President, and the Chief Financial Officer,
Chief Accounting
Officer or Treasurer of the Parent satisfactory to the Distribution
Agents, substantially in the
form of Exhibit E hereto, each dated the date hereof or the Settlement
Date, as the case may be.


     (c)  Representations Certificate. On the date hereof, the Distribution
Agents shall have
received a certificate of the President, Senior Vice President or Vice
President, and the Chief
Financial Officer, Chief Accounting Officer or Treasurer of the Parent,
substantially in the form
of Exhibit F hereto.


     (d)  Accountants’ Letter. On the date hereof, and, if required pursuant to
Section 8(d)
hereof, on each Settlement Date, the Distribution Agents shall have
received a letter from Ernst
& Young LLP, independent accountants to the Bank and the Parent, dated as
of the date hereof
or the Settlement Date, as the case may be, and in form and substance
satisfactory to the
Distribution Agents.


     (e)  Other Documents. On the date hereof and on each Settlement Date,
counsel to the
Distribution Agents shall have been furnished with such documents and
opinions as such counsel
may reasonably request for the purpose of enabling such counsel to pass
upon the issuance and
sale of the Bank Notes as herein contemplated and related proceedings, or
in order to evidence
the accuracy and completeness of any of the representations and
warranties, or the fulfillment of
any of the conditions, herein contained; and all proceedings taken by the
Bank in connection
with the issuance and sale of Bank Notes as herein contemplated shall be
satisfactory in form and
substance to the Distribution Agents and to counsel to the Distribution
Agents.


     If any condition specified in this Section 6 shall not have been fulfilled
when and as required to be fulfilled, this Agreement (or, at the option of the
Distribution Agent, any applicable agreement by such Distribution Agent to
purchase Bank Notes as principal) may be terminated by the Distribution Agents
by written notice to the Bank at any time at or prior to the Closing Time and
any such termination shall be without liability of any party to any other
party, except that the provisions of Section 5 hereof, the indemnity and
contribution agreement set forth in Sections 9 and 10 hereof, and the
provisions of Sections 11, 14 and 15 hereof shall remain in effect.


13






 



SECTION 7. Delivery of and Payment for Bank Notes Sold through a Distribution
Agent.


     Delivery of Bank Notes sold through a Distribution Agent as agent shall be
made by the Bank to such Distribution Agent for the account of any purchaser
only against payment therefor in immediately available funds. In the event that
a purchaser shall fail either to accept delivery of or to make payment for a
Bank Note on the date fixed for settlement, the Distribution Agent shall
promptly notify the Bank and deliver the Bank Note to the Bank, and, if the
Distribution Agent has theretofore paid the Bank for the Bank Note, the Bank
will promptly return such funds to the Distribution Agent. If such failure
shall have occurred for any reason other than default by the applicable
Distribution Agent to perform its obligations hereunder, the Bank will
reimburse such Distribution Agent on an equitable basis for its loss of the use
of funds during the period when the funds were credited to the account of the
Bank.


SECTION 8. Additional Covenants of the Bank.


     The Bank covenants and agrees with each Distribution Agent that:


     (a)  Reaffirmation of Representations and Warranties. Each acceptance by
the Bank of an
offer for the purchase of Bank Notes (whether to a Distribution Agent as
principal or through the
Distribution Agent as agent), and each delivery of Bank Notes to the
Distribution Agents, shall
be deemed to be an affirmation that the representations and warranties of
the Bank contained in
this Agreement and in any certificate theretofore delivered to the
Distribution Agents pursuant
hereto are true and correct in all material respects at the time of such
acceptance or sale, as the
case may be, and an undertaking that such representations and warranties
will be true and correct
in all material respects at the time of delivery to the purchaser or his
agent, or to the applicable
Distribution Agent, of the Bank Note or Bank Notes relating to such
acceptance or sale, as the
case may be, as though made at and as of each such time (and it is
understood that such
representations and warranties shall relate to the Offering Circular as
amended and supplemented
to each such time, including any amendment resulting from the
incorporation by reference of
documents filed by the Bank or the Parent).


     (b)  Subsequent Delivery of Certificates. Each time that (i) the Offering
Circular shall be
amended or supplemented (other than by an amendment or supplement
providing solely for a
change in the interest rates or other variable terms of Bank Notes), (ii)
there is filed with the
Commission or any bank regulatory agency any document incorporated by
reference into the
Offering Circular, but in no event more than once a quarter upon the
filing of the Parent’s Form
10-Q unless requested by the Distribution Agents, (iii) (if required in
connection with the
purchase of Bank Notes by a Distribution Agent as principal) the Bank
sells Bank Notes to such
Distribution Agent as principal or (iv) the Bank issues and sells Bank
Notes in a form not
previously certified to the Distribution Agents by the Bank, the Bank
shall furnish or cause to be
furnished forthwith to the Distribution Agents certificates from the Bank
and the Parent dated the
date of such amendment or supplement, the date of such filing, or the
Settlement Date, as the
case may be, to the effect that the statements contained in the
certificates which were last
furnished to the Distribution Agents by the Bank and the Parent pursuant
to Section 6(b) hereof
are true and correct in all material respects at the time of such
amendment, supplement or sale, as
the case may be, as though made at and as of such time (except that such
statements shall be


14






 



deemed to relate to the Offering Circular as amended and supplemented to such
time, including any amendment resulting from incorporation by reference of
documents filed by the Bank and the Parent) or, in lieu of such certificates,
certificates of the same form as the certificates referred to in said Section
6(b), modified as necessary to relate to the Offering Circular as amended and
supplemented to the time of delivery of such certificates.


     (c)  Subsequent Delivery of Legal Opinions. Each time that (i) the Offering
Circular shall
be amended or supplemented with respect to the Bank Notes (other than by
an amendment or
supplement (x) providing solely for a change in interest rates or other
variable terms of the Bank
Notes or similar changes, or (y) setting forth financial statements or
other information as of and
for a fiscal period (unless, in the reasonable judgment of the
Distribution Agents, an opinion of
counsel should be furnished in light of such an amendment)), (ii) there is
filed with the
Commission or any bank regulatory agency any document incorporated by
reference into the
Offering Circular, but in no event more than once a quarter upon the
filing of the Parent’s Form
10-Q unless requested by the Distribution Agents, (iii) (if required in
connection with the
purchase of Bank Notes by a Distribution Agent as principal) the Bank
sells Bank Notes to such
agent as principal or (iv) die Bank issues and sells Bank Notes in a form
not previously certified
to the Distribution Agents by the Bank, the Bank shall furnish or cause to
be furnished forthwith
to the Distribution Agents and the Distribution Agents’ counsel a letter
from each counsel last
furnishing an opinion referred to in Section 6(a)(i) hereof (or such other
counsel as may be
acceptable to the Distribution Agents) to the effect that the Distribution
Agents may rely on such
last opinion to the same extent as though it were dated the date of such
letter authorizing reliance
(except that statements in such last opinion shall be deemed to relate to
the Offering Circular as
amended and supplemented to the time of delivery of such letter
authorizing reliance) or in lieu
of such letter, each such counsel (or such other counsel as may be
acceptable to the Distribution
Agents) may deliver a letter in the same form as its letter referred to in
Section 6(a)(i) but
modified, as necessary to relate to the Offering Circular as amended and
supplemented to the
tune of delivery of such letter. With respect to this Section 8(c), the
opinion referred to in
Section 6(a)(ii) will also be furnished in the same manner contemplated
above but only pursuant
to Section 8(c)(iii) above.


     (d)  Subsequent Delivery of Accountants’ Letters. Each time that (i) the
Offering Circular
shall be amended or supplemented with respect to the Bank Notes (other
than by an amendment
or supplement providing solely for a change in interest rates or other
variable terms of the Bank
Notes), (ii) if requested by the Distribution Agents, but in any event at
least once annually at the
filing of the Parent’s Form 10-K, there is filed with the Commission any
document incorporated
by reference into the Offering Circular, (iii) (if required in connection
with the purchase of Bank
Notes by a Distribution Agent as principal) the Bank sells Bank Notes to
such agent as principal
or (iv) (if required by a Distribution Agent) the Bank issues and sells
Bank Notes in a form not
previously certified to the Distribution Agents by the Bank, the Bank
shall furnish or cause to be
furnished forthwith to the Distribution Agents and the Distribution
Agents’ counsel a letter from
Ernst & Young LLP reaffirming the statements made in its letter delivered
pursuant to Section
6(d), or in lieu of such letter, Ernst & Young LLP may deliver a letter in
the same form as its
letter referred to in Section 6(d) but modified as necessary to relate to
the Offering Circular as
amended and supplemented to the time of delivery of such letter.


15






 



     (e)  Listing. In connection with any application to list Bank Notes on the
Luxembourg Stock Exchange or any other stock exchange, the Bank will furnish
from time to time any and all documents, instruments, information and
undertakings and publish all advertisements or other material that may be
necessary in order to effect such listing(s) and maintain such listing(s) until
none of such Bank Notes is outstanding or until such time as payment in respect
of principal, premium, if any, and interest in respect of all such Bank Notes
has been duly provided for, whichever is earlier; provided,  however, that if
the Bank can no longer reasonably maintain such listing(s), it will use its
best efforts to obtain and maintain the quotation for, or listing of, the Bank
Notes on such other stock exchanges, competent listing authorities and/or
quotation systems as the Bank may decide with the approval of the Distribution
Agents.


SECTION 9. Indemnification.


     (a)  Indemnification of Distribution Agents. The Bank agrees to indemnify
and hold
harmless each Distribution Agent, each person who controls any
Distribution Agent and each
affiliate of any Distribution Agent which assists such Distribution Agent
in the distribution of the
Bank Notes within the meaning of the 1933 Act or of the 1934 Act against
any and all losses,
claims, damages, expenses or liabilities, to which they or any of them may
become subject under
the 1933 Act or the 1934 Act or other Federal or state statutory law or
regulation, at common law
or otherwise, as incurred, insofar as such losses, claims, damages,
expenses or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue
statement of a material fact contained in the Offering Circular (including
for purposes of this
Section 9 all amendments and supplements thereto and any of the documents
incorporated by
reference therein), or arise out of or are based upon the omission or
alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein,
in light of the circumstances under which they were made, not misleading,
and agrees to
reimburse each such indemnified party for any legal or other expenses
reasonably incurred by
them, as incurred, in connection with investigating or defending any such
loss, claim, damage,
liability or action; provided,  however, that the Bank will not be liable
in any such case to the
extent that any such loss, claim, damage, expense or liability arises out
of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein
in reliance upon and in conformity with written information furnished to
the Bank by or on
behalf of any Distribution Agent specifically for use in the Offering
Circular.


     (b)  Indemnification of the Bank. Each Distribution Agent severally agrees
to indemnify
and hold harmless the Bank and each person who controls the Bank within
the meaning of the
1933 Act or of the 1934 Act to the same extent as the foregoing indemnity
from the Bank to each
Distribution Agent, but only with reference to written information
furnished to the Bank by or on
behalf of such Distribution Agent specifically for use in the Offering
Circular. This indemnity
agreement will be in addition to any liability which any Distribution
Agent may otherwise have.


     If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any person
in respect of which indemnity may be sought pursuant to either of the two
preceding paragraphs, such person (the “Indemnified Person”) shall promptly
notify the person against whom such indemnity may be sought (the “Indemnifying
Person”) in writing, and the Indemnifying Person, upon request of the


16






 



Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding. In any such proceeding,
any Indemnified Person shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the Indemnifying Person shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed as they are incurred. Any such separate firm for the Distribution
Agents, each affiliate of any Distribution Agent which assists such
Distribution Agent in the distribution of the Bank Notes and such control
persons of the Distribution Agents shall be designated in writing by J.P.
Morgan Securities Inc. or, if J.P. Morgan Securities Inc. is not an Indemnified
Party, by the Distribution Agents that are Indemnified Parties and any such
separate firm for the Bank, its directors, its officers and such control
persons of the Bank or authorized representatives shall be designated in
writing by the Bank. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify any Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified Person
shall have requested an Indemnifying Person to reimburse the Indemnified Person
for fees and expenses of counsel as contemplated by the third sentence of this
paragraph, the Indemnifying Person agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such Indemnifying
Person of the aforesaid request and (ii) such Indemnifying Person shall not
have reimbursed the Indemnified Person in accordance with such request prior to
the date of such settlement. No Indemnifying Person shall, without the prior
written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional release of
such Indemnified Person from all liability on claims that are the subject
matter of such proceeding.


SECTION 10. Contribution.


     If the indemnification provided for in paragraphs (a) or (b) of Section 9
is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein in connection with
any offering of Bank Notes, but is applicable in accordance with its terms,
then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims, damages
or liabilities (i) in such proportion


17






 



as is appropriate to reflect the relative benefits received by the Bank on the
one hand and each Distribution Agent on the other from the offering of the Bank
Notes or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of the Bank on the one hand and each Distribution Agent on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Bank on the one hand and
each Distribution Agent on the other in connection with the offering of such
Bank Notes shall be deemed to be in the same respective proportion as the net
proceeds from the offering of such Bank Notes (before deducting expenses)
received by the Bank and the total discounts and commissions received by each
Distribution Agent in respect thereof bear to the aggregate offering price of
such Bank Notes. The relative fault of the Bank on the one hand and of each
Distribution Agent on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Bank or by such Distribution Agent and
the parties,
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or the omission or alleged omission.


     The Bank and each Distribution Agent agree that it would not be just and
equitable if contribution pursuant to this Section 10 were determined by
pro rata allocation (even if all Distribution Agents were treated as one entity for
such purpose) or by any other method of allocation that does not take account
of the equitable considerations referred to above in this Section 10. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to above in Sections 9 and 10 shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses incurred by such Indemnified Person in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of Sections 9 and 10, in no event shall a Distribution Agent be
required to contribute any amount in excess of the amount by which the total
price at which the Bank Notes referred to in Section 10 that were sold by or
through such Distribution Agent exceeds the amount of any damages that such
Distribution Agent has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11 (f) of the
1933 Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent” misrepresentation. The obligation of each Distribution
Agent to contribute pursuant to this Section 10 is several (in the proportion
that the principal amount of the Bank Notes the sale of which by or through
such Distribution Agent gave rise to such losses, claims, damages or
liabilities bears to the aggregate principal amount of the Bank Notes the sale
of which by or through any Distribution Agent gave rise to such losses, claims,
damages or liabilities) and is not joint.


SECTION 11. Representations. Warranties and Agreements to Survive Delivery.


     All representations, warranties and agreements contained in this Agreement
or contained in certificates of officers of the Bank pursuant hereto, shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of the Distribution Agents or any


18






 



controlling person of a Distribution Agent, or by or on behalf of the Bank, and
shall survive each delivery of and payment for any of the Bank Notes.


SECTION 12. Termination.


     (a)  Termination of this Agreement. This Agreement (excluding any agreement
hereunder by a Distribution Agent to purchase Bank Notes as principal) may
be terminated for
any reason, at any time by either the Bank or any of the Distribution
Agents as to itself,
immediately upon the giving of 30 days written notice of such termination
to the other party
hereto in accordance with the provisions of Section 13 hereof.


     (b)  Termination of an Agreement to Purchase Bank Notes as Principal. A
Distribution
Agent may terminate an agreement hereunder by such Distribution Agent to
purchase Bank
Notes as principal, immediately upon written notice to the Bank, at any
time prior to the
Settlement Date relating thereto (i) if there has been, since the date of
such agreement or since
the respective dates as of which information is given in the Offering
Circular, any material
adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or
business prospects of the Bank and its subsidiaries, or of the Parent and
its subsidiaries, as the
case may be, considered as one enterprise, whether or not arising in the
ordinary course of
business, or (ii) if there shall have occurred any material adverse change
in financial markets or
any outbreak or escalation of hostilities or other national or
international calamity or crisis either
within or outside the United States the effect of which, in the judgment
of such Distribution
Agent, is material and adverse and makes it impracticable or inadvisable
to market the Bank
Notes or enforce contracts for the sale of the Bank Notes, or (iii) there
shall have occurred a
change in international financial, political or economic conditions or
currency exchange rates or
exchange controls as would be likely to prejudice materially the sale by
such Distribution Agent
of the Bank Notes, or (iv) if trading in any securities issued or
guaranteed by the Bank or the
Parent shall have been suspended by the Commission or any securities
exchange or in any over-
the-counter market, or if trading generally on either the American Stock
Exchange, the New
York Stock Exchange or the Chicago Board of Trade shall have been
suspended or materially
limited, or minimum or maximum prices for trading shall have been fixed,
or maximum ranges
for prices for securities shall have been required, by either of said
exchanges or by order of the
Commission or any other governmental authority, or if a banking moratorium
shall have been
declared by either federal, New York State or the Commonwealth of Virginia
authorities, as the
case may be, or there shall have occurred a material disruption in
commercial banking or
securities clearance settlement services in the United States or (v) if
the rating assigned by any
nationally recognized securities rating agency to any debt securities of
the Bank or the Parent as
of the date of any agreement by a Distribution Agent to purchase the Bank
Notes as principal
shall have been lowered since that date or if any such rating agency shall
have publicly
announced that it has placed under surveillance or review, other than with
positive implications,
its rating of any debt securities or deposits of the Bank or the Parent,
or (vi) if there shall have
come to such Distribution Agent’s attention any facts that would cause
such Distribution Agent
to believe that the Offering Circular or any amendments thereto or
supplements thereof, at the
time it was required to be delivered to a purchaser of Bank Notes,
contained an untrue statement
of a material fact or omitted to state a material fact necessary in order
to make the statements
therein, in light of the circumstances existing at the time of such
delivery, not misleading.


19






 



     (c)  General.


     In the event of any such termination, none of the parties will have any
liability to the other parties hereto, except that (i) the Distribution Agents
shall be entitled to any commissions earned in accordance with the third
paragraph of Section 3(b) hereof, (ii) if at the tune of termination (a) a
Distribution Agent shall own any Bank Notes purchased with the intention of
reselling them or (b) an offer to purchase any of the Bank Notes has been
accepted by the Bank but the time of delivery to the purchaser or his agent of
the Bank Note or Bank Notes relating thereto has not occurred, the covenants
set forth in Sections 4 and 8 hereof shall remain in effect until such Bank
Notes are so resold or delivered, as the case may be, and (iii) the provisions
of Section 5 hereof, the indemnity and contribution agreements set forth in
Sections 9 and 10 hereof, and the provisions of Section 11, 14 and 15 hereof
shall remain in effect.


SECTION 13. Notices.


     Unless otherwise provided herein, all notices required under the terms and
provisions hereof shall be in writing, either delivered by hand, by mail or by
telex, telecopier or telegram, and any such notice shall be effective when
received at the address specified below.


     If to the Bank:



	 	 
	 	Capital One Bank 

1680 Capital One Drive

McLean, Virginia 22102 

Attention: Treasurer

Facsimile Number: (703)875-1099



     If to the Parent:



	 	 
	 	Capital One Financial Corporation

1680 Capital One Drive

McLean, Virginia 22102

Attention: Senior Vice President, Corporate Financial Management

Facsimile Number: (703)205-1088



     If to J.P. Morgan Securities Inc.:



	 	 
	 	J.P. Morgan Securities Inc.

270 Park Avenue, 7th Floor

New York, New York 10017

Attention: Transaction Execution Group

Facsimile Number: (212) 834-6702



     If to any other Distribution Agent, at the address specified in Schedule
1 hereto,


20






 



or at such other address as such party may designate from time to time by
notice duly given in accordance with the terms of this Section 13.


SECTION 14.  Parties.


     This Agreement shall inure to the benefit of and be binding upon the
Distribution Agents, the Bank and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and directors
referred to in Sections 9 and 10 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein or therein contained. This Agreement and all conditions
and provisions hereof and thereof are intended to be for the sole and exclusive
benefit of the parties hereto and respective successors and said controlling
persons and officers and directors and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation. No purchaser of
Bank Notes shall be deemed to be a successor by reason merely of such purchase.


SECTION 15. Governing Law.


     This Agreement and all the rights and obligations of the parties shall be
governed by and construed in accordance with the laws of New York applicable to
agreements made and to be performed in such state without regard to its
conflicts of laws principles. Any suit, action or proceeding brought by the
Bank or the Parent in connection with or arising under this Agreement shall be
brought solely in the state or federal court of appropriate jurisdiction
located in the Borough of Manhattan, The City of New York.


SECTION 16. Counterparts.


     This Agreement may be executed by any one or more of the parties hereto in
any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same
instrument.



21










 




     If the foregoing is in accordance with the your understanding of our
agreement, please sign and return to the Bank a counterpart hereof, whereupon
this instrument along with all counterparts will become a binding agreement
between each of the Distribution Agents and the Bank in accordance with its
terms.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	CAPITAL ONE BANK
	 	 	 	 	 
	 	 	
By:	 	/s/ STEPHEN LINEHAN
	 	 	 	 	

	 	 	 	 	Name: Stephen Linehan
	 	 	 	 	Title: Treasurer and Vice President, 
          Corporate Treasury




	 	 	 
	CONFIRMED AND ACCEPTED,
	as of the date first above written:
	 	 	 
	J.P. MORGAN SECURITIES INC.
	 	 	 
	By:	 	/s/  MARIA SRAMEK
	 	 	


	 	 	
Name: Maria Sramek
	 	 	
Title: Vice President
	 	 	 
	J.P. MORGAN SECURITIES LTD.
	 	 	 
	By:	 	/s/ ROBIN PITTS
	 	 	


	 	 	
Name: Robin Pitts
	 	 	
Title: Vice President



22






 




	 	 	 
	BANC OF AMERICA SECURITIES LLC
	 	 	 
	By: 	 	/s/ ILEANA I. CHU
	 	 	


	 	 	
Name: Ileana Chu
	 	 	
Title: Principal — US Debt Capital Markets
	 	 	 
	BANC OF AMERICA SECURITIES LIMITED
	 	 	 
	By:	 	/s/ FELICITY BUCHAN
	 	 	


	 	 	
Name: Felicity Buchan
	 	 	
Title: Managing Director
	 	 	 
	BARCLAYS CAPITAL INC.
	 	 	 
	By:	 	/s/ ERIC JAEGER
	 	 	


	 	 	
Name: Eric Jaeger
	 	 	
Title: Managing Director
	 	 	 
	BARCLAYS BANK PLC
	 	 	 
	By:	 	/s/ ISABELLE BEVERLEY
	 	 	


	 	 	
Name: Isabelle Beverley
	 	 	
Title: Associate Director
	 	 	 
	CREDIT SUISSE FIRST BOSTON LLC
	 	 	 
	By:	 	/s/ JULIE KEOGH
	 	 	


	 	 	
Name: Julie Keogh
	 	 	
Title: Authorized Signatory
	 	 	 
	CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED
	 	 	 
	By:	 	/s/ LISA McLEE
	 	 	


	 	 	
Name: Lisa McLee
	 	 	
Title: Duly Appointed Attorney



23






 





	 	 	 	 	 	 	 
	DEUTSCHE BANK SECURITIES INC.	 	DEUTSCHE BANK SECURITIES INC.
	 	 	 	 	 	 	 
	By:	 	/s/ ERIC MAUFF	 	By:	 	/s/ ERIC DOBI
	 	 	


	 	 	 	

	 	 	
Name: Eric Mauff
	 	 	 	Name: Eric Dobi
	 	 	
Title: Managing Director
	 	 	 	Title: Vice President
	 	 	 	 	 	 	 
	DEUTSCHE BANK AG LONDON	 	DEUTSCHE BANK AG LONDON
	 	 	 	 	 	 	 
	By:	 	/s/	 	By:	 	/s/
	 	 	


	 	 	 	

	 	 	
Name:
	 	 	 	Name:
	 	 	
Title:
	 	 	 	Title:




	 	 	 
	LEHMAN BROTHERS INC.
	 	 	 
	By:	 	/s/ ERIN CALLAN
	 	 	


	 	 	
Name: Erin Callan
	 	 	Title: Managing Director
	 	 	 	 	 	 	 
	LEHMAN BROTHERS INTERNATIONAL (EUROPE)
	 	 	 
	By:	 	/s/ SARAH McMORROW
	 	 	


	 	 	
Name: Sarah McMorrow
	 	 	Title: Director
	 	 	 	 	 	 	 
	MORGAN STANLEY & CO. INCORPORATED
	 	 	 
	By:	 	/s/
	 	 	


	 	 	
Name:
	 	 	Title:
	 	 	 	 	 	 	 
	MORGAN STANLEY & CO. INTERNATIONAL LIMITED
	 	 	 
	By:	 	/s/ JAMES WALTER
	 	 	


	 	 	
Name: James Walter
	 	 	
Title: Vice President



24






 





	 	 	 
	CITIGROUP GLOBAL MARKETS INC.
	 	 	 
	By:	 	/s/ MARTHA BALLEY
	 	 	


	 	 	
Name: Martha Balley
	 	 	
Title: Senior Vice President
	 	 	 
	CITIGROUP GLOBAL MARKETS LIMITED
	 	 	 
	By:	 	/s/ MARTHA BALLEY
	 	 	


	 	 	
Name: Martha Balley
	 	 	
Title: Senior Vice President
	 	 	 
	WACHOVIA SECURITIES, INC.
	 	 	 
	By:	 	/s/ KEITH MAUNEY
	 	 	


	 	 	
Name: Keith Mauney
	 	 	
Title: Managing Director




25









 



SCHEDULE 1



	 	 	 
	J.P. MORGAN SECURITIES INC.	 	
Address for notices:
	270 Park Avenue	 	
270 Park Avenue, 7th Floor
	New York, New York 10017	 	
New York, New York 10017
	 	 	
Attention: Transaction Execution Group
	 	 	
Telephone: (212) 834-5710
	 	 	
Facsimile: (212) 834-6702
	 	 	 
	J.P. MORGAN SECURITIES LTD.	 	
Address for notices:
	125 London Wall	 	
125 London Wall
	London EC2Y 5AJ	 	
London, EC2Y 5AJ
	United Kingdom	 	
United Kingdom
	 	 	
Attention: Euro-Medium Term Note Desk
	 	 	
Telephone: 011-44-207-779-3469
	 	 	
Facsimile: 011-44-207-777-9153
	 	 	 
	BANC OF AMERICA SECURITIES LLC	 	
Address for notices:
	100 North Tyron Street,
7th Floor	 	
100 North Tyron Street, 7th Floor
	Charlotte, North Carolina 28255	 	
Charlotte, North Carolina 28255
	 	 	
Attention: MTN Desk
	 	 	
Telephone: (704) 386-6616
	 	 	
Facsimile: (704) 388-9939
	 	 	 
	BANC OF AMERICA SECURITIES	 	
Address for notices:
	   LIMITED	 	
1 Alie Street
	1 Alie Street	 	
London E1 8DE
	London E1 8DE	 	
United Kingdom
	United Kingdom	 	
Attention: EMTN Desk
	 	 	
Telephone: 011-44-207-634-4903
	 	 	
Facsimile: 011-44-207-634-4937
	 	 	 
	BARCLAYS CAPITAL INC.	 	
Address for notices:
	200 Park Avenue	 	
200 Park Avenue
	New York, New York 10166	 	
New York, New York 10166
	 	 	
Attention: MTN Trading
	 	 	
Telephone: (212) 412-6980
	 	 	
Facsimile: (212) 412-7305



S-1






 




	 	 	 
	BARCLAYS BANK PLC	 	
 Address for notices:
	5 The North Colonnade	 	
5 The North Colonnade
	Canary Wharf	 	
Canary Wharf
	London E14 4BB	 	
London E14 4BB
	United Kingdom	 	
United Kingdom
	 	 	
Attention: MTN Dealers
	 	 	
Telephone: 011-44-207-773-9090
	 	 	
Facsimile: 011-44-207-773-4876
	 	 	
Telex: 94020039 BAR G
	 	 	 
	CREDIT SUISSE FIRST BOSTON LLC	 	
Address for notices:
	11 Madison Avenue	 	
11 Madison Avenue
	New York, New York 10010	 	
New York, New York 10010
	 	 	
Attention: Short & Medium Term Finance
	 	 	
Telephone: (212) 325-7198
	 	 	
Facsimile: (212) 743-5825
	 	 	 
	CREDIT SUISSE FIRST BOSTON	 	
 Address for notices:
	   (EUROPE) LIMITED	 	
One Cabot Square
	One Cabot Square	 	
London E14 4QJ
	London E14 4QJ	 	
United Kingdom
	United Kingdom	 	
Attention: MTN Trading Desk
	 	 	
Telephone: 011-44-207-888-4021
	 	 	
Facsimile: 011-44-207-905-6128
	 	 	 
	DEUTSCHE BANK SECURITIES INC.	 	
Address for notices:
	Debt Capital Markets, 3rd Floor	 	
Debt Capital Markets, 3rd Floor
	60 Wall Street	 	
60 Wall Street
	New York, New York 10005	 	
New York, New York 10005
	 	 	
Attention: Mary Myers
	 	 	
Telephone: (212) 250-6859
	 	 	
Facsimile: (212) 797-2203
	 	 	 
	DEUTSCHE BANK AG LONDON	 	
Address for notices:
	Winchester House	 	
Winchester House
	1 Great Winchester Street	 	
1 Great Winchester Street
	London EC2N 4DB	 	
London EC2N 2DB
	United Kingdom	 	
United Kingdom
	 	 	
Attention: MTN Desk
	 	 	
Telephone: 011-44-207-545-2761
	 	 	
Facsimile: 011-44-207-541-2761



S-2






 




	 	 	 
	LEHMAN BROTHERS INC.	 	
Address for notices:
	745 Seventh Avenue	 	
745 Seventh Avenue
	New York, New York 10019	 	
New York, New York 10019
	 	 	
Attention: Fixed Income Syndicate/Medium
	 	 	
Term Note Desk
	 	 	
Telephone: (212) 526-9664
	 	 	
Facsimile: (212) 526-0943
	 	 	 
	LEHMAN BROTHERS INTERNATIONAL	 	
 Address for notices:
	(EUROPE)	 	
One Broadgate
	One Broadgate	 	
London EC2M 7HA
	London EC2M 7HA	 	
United Kingdom
	United Kingdom	 	
Attention: Euro Medium Term Note Desk
	 	 	
Telephone: 011-44-20-7256-8256
	 	 	
Facsimile: 011-44-20-7260-2778
	 	 	 
	MORGAN STANLEY & CO.	 	
Address for notices:
	   INCORPORATED	 	
1585 Broadway, 2nd Floor
	1585 Broadway, 2nd Floor	 	
New York, New York 10035
	New York, New York 10035	 	
Attn: Manager-Continuously Offered Products
	 	 	
Telephone: (212) 761-4000
	 	 	
Facsimile: (212) 761-0780
	 	 	 
	 	 	
with a copy to:
	 	 	 
	 	 	
Att:  Peter Cooper
	 	 	
        Investment Banking Information Center
	 	 	
        29th Floor
	 	 	
Telephone: (212) 761-8385
	 	 	
Facsimile: (212) 761-0164




	 	 	 



S-3






 




	 	 	 
	MORGAN STANLEY & CO.	 	
Address for notices:
	   INTERNATIONAL LIMITED	 	
25 Cabot Square
	25 Cabot Square	 	
Canary Wharf
	Canary Wharf	 	
London E14 4QA
	London E14 4QA	 	
United Kingdom
	United Kingdom	 	
Attn: Debt Capital Markets-Head of
	 	 	
Transaction Management Group
	 	 	
Telephone: 011-44-20-7677-7799
	 	 	
Facsimile: 011-44-20-7677-7999
	 	 	 
	 	 	
with a copy to:
	 	 	 
	 	 	
Attn:  Peter Cooper
	 	 	
          Investment Banking Information Center
	 	 	
          1585 Broadway, 29th Floor
	 	 	
          New York, New York 10035
	 	 	 
	 	 	
Telephone: (212) 761-8385
	 	 	
Facsimile: (212) 761-0164
	 	 	 
	CITIGROUP GLOBAL MARKETS INC.	 	
Address for notices:
	388 Greenwich Street, 35th Floor	 	
390 Greenwich Street, 4th Floor
	New York, New York 10013	 	
New York, New York 10013
	 	 	
Attention: Peter Ahern
	 	 	
Telephone: (212) 723-6104
	 	 	
Facsimile: (212) 723-8670
	 	 	 
	CITIGROUP GLOBAL MARKETS LIMITED	 	
Address for notices:
	Citigroup Centre	 	
Citigroup Centre
	Canada Square	 	
Canada Square
	Canary Wharf	 	
Canary Wharf
	London E14 5LB	 	
London E14 5LB
	United Kingdom	 	
United Kingdom
	 	 	
Attention: MTN Desk
	 	 	
Telephone: 020-7986-9050
	 	 	
Facsimile: 020-7986-1929
	 	 	 
	WACHOVIA SECURITIES, INC.	 	
Address for notices:
	One Wachovia Center, TW-8	 	
One Wachovia Center, TW-8
	301 South College Street	 	
301 South College Street
	Charlotte, NC 28288	 	
Charlotte, NC 28288
	 	 	
Attention: James Bowers
	 	 	
Telephone: (704) 383-7460
	 	 	
Facsimile: (704) 383-9165




S-4









 



EXHIBIT A


FORM OF PRICING SUPPLEMENT



[INSERT FORM OF PRICING SUPPLEMENT]



A-1






 





EXHIBIT B


     As compensation for the services of the Distribution Agents hereunder, the
Bank shall pay the applicable Distribution Agent, on a discount basis, a
commission for the sale of each Bank Note equal to the principal amount of the
Bank Note multiplied by the appropriate percentage set forth below, as agreed
upon by the applicable Distribution Agent and the Bank:


Global Bank Notes Commission Schedule




	 	 	 	 	 
	 	 	PERCENT OF PRINCIPAL
	MATURITY RANGES	 	AMOUNT
	
	 	

	7 days to less than 9 months
	 	 	.050	%
	From 9 months to less than 1 year
	 	 	.125	%
	From 1 year to less than 18 months
	 	 	.150	%
	From 18 months to less than 2 years
	 	 	.200	%
	From 2 years to less than 3 years
	 	 	.250	%
	From 3 years to less than 4 years
	 	 	.350	%
	From 4 years to less than 5 years
	 	 	.450	%
	From 5 years to less than 6 years
	 	 	.500	%
	From 6 years to less than 7 years
	 	 	.550	%
	From 7 years to less than 10 years
	 	 	.600	%
	From 10 years to less than 15 years
	 	 	.625	%
	Greater than and including 15 years
	 	[to be negotiated at
	 
	 	the time of sale]



B-1






 



[FORM OF OPINIONS OF COUNSEL TO THE BANK AND THE PARENT]



EXHIBITS C1 and C2


[TO COME]



C-1






 


EXHIBIT D


CAPITAL ONE BANK



OFFICERS’ CERTIFICATE



     We, David R. Lawson, the Chief Financial Officer, Capital One Financial
Corporation, and Stephen Linehan, Treasurer and Vice President, Corporate
Treasury, respectively, of Capital One Bank, a banking corporation duly
organized and validly existing in good standing under the laws of the
Commonwealth of Virginia (the “Bank”), pursuant to Section 6(b)(i) of the
Amended and Restated Distribution Agreement, dated May 8, 2003 (the
“Distribution Agreement”), among each of the Bank, J.P. Morgan
Securities Inc., J.P. Morgan Securities Ltd., Banc of America Securities
LLC, Banc of America Securities Limited, Barclays Capital Inc., Barclays Bank
PLC, Credit Suisse First Boston LLC, Credit Suisse First Boston (Europe)
Limited, Deutsche Bank Securities Inc., Deutsche Bank AG London, Lehman
Brothers Inc., Lehman Brothers International (Europe), Morgan Stanley & Co.
Incorporated, Morgan Stanley & Co. International Limited, Citigroup Global
Markets Inc., Citigroup Global Markets Limited, and Wachovia Securities, Inc.
hereby certify that:


     (i)      Since December 31, 2003, there has been no material adverse change in
the condition, financial or otherwise, of the Bank and its subsidiaries
considered as one enterprise, or in the business affairs, earnings or business
prospects of the Bank and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, other than as set
forth or contemplated in the Offering Circular, dated May 8, 2003 (including
the material incorporated by reference therein), as amended or supplemented to
the date hereof, relating to the Bank Notes;


     (ii)      The other representations and warranties of the Bank contained in
Section 2 of the Distribution Agreement are true and correct in all material
respects with the same force and effect as though expressly made at and as of
the date hereof; and


     (iii)    The Bank has performed or complied with the Distribution Agreement
and with all agreements and documentation executed in connection therewith and
satisfied in all material respects all conditions on its part to be performed
or satisfied at or prior to the date hereof.


D-1






 


     IN WITNESS WHEREOF, we have hereunto signed our names and affixed the seal
of the Bank this 8th day of May, 2003.



	 	 	 	 	 
	By:	 	 	 	 
	 	 	


	 	 	
Name:
	 	David R. Lawson
	 	 	
Title:
	 	Chief Financial Officer, Capital One
	 	 	 	 	Financial Corporation



[SEAL]




	 	 	 	 	 
	By:	 	 	 	 
	 	 	


	 	 	
Name:
	 	Stephen Linehan
	 	 	
Title:
	 	Treasurer and Vice President, Corporate
	 	 	 	 	Treasury




D-2









 


EXHIBIT E


CAPITAL ONE FINANCIAL CORPORATION



OFFICERS’ CERTIFICATE



     We, David R. Lawson, the Chief Financial Officer and Stephen Linehan,
Treasurer and Vice President, Corporate Treasury, respectively, of Capital One
Financial Corporation, a corporation organized under the laws of the State of
Delaware (the “Parent”), pursuant to Section 6(b)(ii) of the Amended and
Restated Distribution Agreement, dated May 8, 2003, (the “Distribution
Agreement”), among each of Capital One Bank (the “Bank”), J.P. Morgan
Securities Inc., J.P. Morgan Securities Ltd., Banc of America Securities LLC,
Banc of America Securities Limited, Barclays Capital Inc., Barclays Bank PLC,
Credit Suisse First Boston LLC, Credit Suisse First Boston (Europe) Limited,
Deutsche Bank Securities Inc., Deutsche Bank AG London, Lehman Brothers, Inc.,
Lehman Brothers International (Europe), Morgan Stanley & Co. Incorporated,
Morgan Stanley & Co. International Limited, Citigroup Global Markets Inc.,
Citigroup Global Markets Limited, and Wachovia Securities, Inc. (collectively,
the “Distribution Agents”) hereby certify that:


     1.     Since December 31, 2003, there has been no material adverse change in
the condition, financial or otherwise, of the Parent and its subsidiaries or
the Bank and its subsidiaries, as the case may be, considered as one
enterprise, or in the business affairs, earnings or business prospects of the
Parent and its subsidiaries or the Bank and its subsidiaries, as the case may
be, considered as one enterprise, whether or not arising in the ordinary course
of business, other than as set forth or contemplated in the Offering Circular,
dated May 8, 2003, as amended or supplemented to the date hereof, relating to
the Bank Notes;


     2.     The representations and warranties of the Parent contained in
the Representation Certificate dated May 8, 2003, furnished by the
Parent to the Distribution Agents pursuant to Section 6(c) of the
Distribution Agreement are true and correct in all material respects
with the same force and effect as though expressly made at and as of
the date hereof; and



E-1






 





     3.     The Parent has performed or complied in all material respects with the
Distribution Agreement and with all agreements and documentation executed in
connection therewith and satisfied in all material respects all conditions on
its part to be performed or satisfied at or prior to the date hereof.


     IN WITNESS WHEREOF, we have hereunto signed our names and affixed the seal
of the Parent the 8th day of May, 2003.


	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name: David R. Lawson
	 	 	 	 	Title:   Chief Financial Officer
	 	 	 	 	 
	[SEAL]	 	 	 	 
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name: Stephen Linehan
	 	 	 	 	Title:   Treasurer and Vice President, Corporate
	 	 	 	 	            Treasury





E-2






 





EXHIBIT F


REPRESENTATIONS CERTIFICATE OF CAPITAL ONE FINANCIAL CORPORATION



     To induce J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd., Banc
of America Securities LLC, Banc of America Securities Limited, Barclays Capital
Inc., Barclays Bank PLC, Credit Suisse First Boston LLC, Credit Suisse First
Boston (Europe) Limited, Deutsche Bank Securities Inc., Deutsche Bank AG
London, Lehman Brothers, Inc., Lehman Brothers International (Europe), Morgan
Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited,
Citigroup Global Markets Inc., Citigroup Global Markets Limited, and Wachovia
Securities, Inc. (each referred to as a “Distribution Agent” and collectively
referred to as the “Distribution Agents”) to enter into the Amended and
Restated Distribution Agreement of even date herewith (the “Distribution
Agreement”) among each of Capital One Bank (the “Bank”), and the Distribution
Agents and to induce JPMorgan Chase Bank, JPMorgan Chase Bank, London Branch,
J.P. Morgan Bank Luxembourg S.A. and Kredietbank S.A. Luxembourgeoise to enter
into the Amended and Restated Global Agency Agreement (the “Global Agency
Agreement”) among the Bank and JPMorgan Chase Bank, as domestic paying agent
(the “Domestic Paying Agent”) and registrar (the “Registrar”), JPMorgan Chase
Bank, London Branch, as London paying agent (the “London Paying Agent”) and
London issuing agent (the “London Issuing Agent”), J.P. Morgan Bank Luxembourg
S.A., as Luxembourg paying agent and transfer agent (the “Luxembourg Agent” and
together with the Domestic Paying Agent and the London Paying Agent, the
“Paying Agents” and each individually, a “Paying Agent”) and Kredietbank S.A.
Luxembourgeoise, as Luxembourg listing agent (the “Luxembourg Listing Agent”)
with respect to the issue and sale by the Bank of its Bank Notes (the “Bank
Notes”), the undersigned, David R. Lawson, the Chief Executive Officer, and
Stephen Linehan, Treasurer and Vice President, Corporate Treasury of Capital
One Financial Corporation (the “Parent”), hereby represent and warrant on
behalf of the Parent to each Distribution Agent and to JPMorgan Chase Bank, as
of the date hereof, as of each time that there is filed with the Securities and
Exchange Commission (the “Commission”) any document relating to the Parent
incorporated by reference in the Offering Circular, as of the date of each
acceptance by the Bank of an offer for the purchase of Bank Notes (whether by a
Distribution Agent as principal or through such Distribution Agent as agent),
as of each applicable Settlement Date and as of each applicable Representation
Date, as follows:



		
	 	     (i) Authorization to Incorporate by Reference. The
Parent has authorized the Bank to incorporate by reference in
the Offering Circular its annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K, and each
other document filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of
1934, as amended (the “1934 Act”) filed by the Parent with the
Commission pursuant to the 1934 Act and the rules and
regulations thereunder (and any and all amendments thereto)
(except that information in such documents deemed not to have
been filed in accordance with the rules of the Securities
Exchange Commission shall not be incorporated by reference) (the
“Incorporated Documents”).




F-1






 






		
	 	     (ii) Incorporated Documents. The Incorporated Documents,
at the time they were or hereafter are filed with the applicable
federal regulatory authorities, complied or when so filed will
comply, as the case may be, in all material respects with the
requirements of the 1934 Act and the rules and regulations
promulgated thereunder or the rules and regulations otherwise
applicable thereto, as the case may be, and, when read together
with the other information in the Offering Circular, did not and
will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light
of the circumstances under which they were or are made, not
misleading.
	 
	 	     (iii) Due Organization, Valid Existence and Good
Standing. The Parent is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware, and is licensed, registered or qualified to conduct
the business in which it is engaged in each jurisdiction in
which the conduct of its business or its ownership or leasing
of property requires such license, registration or
qualification, except to the extent that the failure to be so
licensed, registered or qualified or to be in good standing
would not have a material adverse effect on the Parent and its
subsidiaries taken as a whole.
	 
	 	     (iv) No Material Adverse Change. Since the respective
dates as of which information is given in the Offering
Circular, there has not been any material adverse change, or
any development which could be expected to result in a
material adverse change, in the condition, financial or
otherwise, or in the business affairs, earnings or business
prospects of the Bank and its subsidiaries, considered as one
enterprise, or the Parent and its subsidiaries, considered as
one enterprise, whether or not arising in the ordinary course
of business, other than as set forth or contemplated in the
Offering Circular.



     In addition, to induce the Distribution Agents to enter into the
Distribution Agreement, the Parent agrees to indemnify and hold harmless each
Distribution Agent and each person, if any, who controls each Distribution
Agent within the meaning of Section 15 of the Securities Act of 1933, as
amended (the “1933 Act”) or Section 20 of the 1934 Act (each, a “Controlling
Person”) to the same extent and upon the same terms that the Bank agrees to
indemnify and hold harmless each Distribution Agent and each such Controlling
Person in Section 9(a) of the Distribution Agreement and to contribute to the
payment of any losses, liabilities, claims, damages or expenses incurred by
each Distribution Agent or each such Controlling Person to the same extent and
upon the same terms that the Bank agrees to contribute in Section 10 of the
Distribution Agreement.


     All representations and warranties contained in this certificate shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of the Distribution Agents or any Controlling Person of
the Distribution Agents, or by or on behalf of the Parent and shall survive
each delivery of and payment for any of the Bank Notes.


     All terms used herein but not otherwise defined shall have the meanings
assigned to such terms in the Distribution Agreement.



F-2






 




IN WITNESS WHEREOF, we have hereunto signed our names on behalf of the Parent
this 8th day of May, 2003.



	 	 	 	 	 	 	 
	 	 	CAPITAL ONE FINANCIAL
	 	 	
CORPORATION	 
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	

	 	 	 	Name:
	 	David R. Lawson
	 	 	 	Title:
	 	Chief Financial Officer
	 	 	
By:	 	 	 	 
	 	 	 	

	 	 	 	Name:
	 	Stephen Linehan
	 	 	 	Title:
	 	Treasurer and Vice
President,

Corporate Treasury




	 	 
	ACCEPTED,

	as of the date first above written:

	 

	J.P. MORGAN SECURITIES INC.

	 

	By:

	 	


	 	Name:

	 	Title:

	 

	J.P. MORGAN SECURITIES LTD.

	 

	By:

	 	


	 	Name:

	 	Title:

	 

	BANC OF AMERICA SECURITIES LLC

	 

	By:

	 	


	 	Name:

	 	Title:





F-3






 



	 	 
	BANC OF AMERICA SECURITIES LIMITED

	 

	By:

	 	


	 	Name:

	 	Title:

	 

	BARCLAYS CAPITAL INC.

	 

	By:

	 	


	 	Name:

	 	Title:

	 

	BARCLAYS BANK PLC

	 

	By:

	 	


	 	Name:

	 	Title:

	 

	CREDIT SUISSE FIRST BOSTON LLC

	 

	By:

	 	


	 	Name:

	 	Title:







F-4










 




	 	 	 	 	 	 	 
	CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	


Name:	 	 	 	 
	 	 	
Title:	 	 	 	 
	 	 	 	 	 	 	 
	DEUTSCHE BANK SECURITIES INC.	 	DEUTSCHE BANK SECURITIES INC.
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	 	 	


Name:
	 	 	 	

Name:
	 	 	
Title:
	 	 	 	Title:
	 	 	 	 	 	 	 
	DEUTSCHE BANK AG LONDON	 	DEUTSCHE BANK AG LONDON
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	 	 	


Name:
	 	 	 	

Name:
	 	 	
Title:
	 	 	 	Title:
	 	 	 	 	 	 	 
	LEHMAN BROTHERS INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	


Name:	 	 	 	 
	 	 	
Title:	 	 	 	 
	 	 	 	 	 	 	 
	LEHMAN BROTHERS INTERNATIONAL (EUROPE)	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	


Name:	 	 	 	 
	 	 	
Title:	 	 	 	 
	 	 	 	 	 	 	 
	MORGAN STANLEY & CO. INCORPORATED	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	


Name:	 	 	 	 
	 	 	
Title:	 	 	 	 



F-5






 




	 	 	 	 	 	 	 
	MORGAN STANLEY & CO. INTERNATIONAL LIMITED	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	


Name:	 	 	 	 
	 	 	
Title:	 	 	 	 
	 	 	 	 	 	 	 
	CITIGROUP GLOBAL MARKETS INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	


Name:	 	 	 	 
	 	 	
Title:	 	 	 	 
	 	 	 	 	 	 	 
	CITIGROUP GLOBAL MARKETS LIMITED	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	


Name:	 	 	 	 
	 	 	
Title:	 	 	 	 
	 	 	 	 	 	 	 
	WACHOVIA SECURITIES, INC.	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	


Name:	 	 	 	 
	 	 	
Title:	 	 	 	 



F-6






 



EXHIBIT G


SELLING RESTRICTIONS



Each Distribution Agent and the Bank will, in connection with the offering of
the Bank Notes on behalf of the Bank, comply with the restrictions on the
offering of Bank Notes and distribution of documents relating thereto set forth
below and/or such other restrictions agreed to by the Bank and such
Distribution Agent. Capitalized terms used below but not defined herein have
the meanings ascribed to them in the Offering Circular.


Sales Restrictions


     General


     No action has been taken by the Bank or any of the Distribution Agents
which would permit a public offering of its (i) senior unsecured debt
obligations not insured by the Federal Deposit Insurance Corporation (the
“FDIC”) (the “Senior Notes”) and (ii) subordinated unsecured debt obligations
not insured by the FDIC (the “Subordinated Notes”) and together with the Senior
Notes, the “Bank Notes”) or distribution of the Offering Circular, including
any supplements thereto, or any other offering material in any jurisdiction,
other than the United States, where action for that purpose is required.
Accordingly, the Bank Notes may not be offered or sold, directly or indirectly,
and neither the Offering Circular nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except in
circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession the Offering Circular or any Bank
Notes come must inform themselves about, and observe, any such restrictions and
must obtain any consent, approval or permission required by such person for the
purchase, offer or sale by such person of Bank Notes under the laws and
regulations in force in any jurisdiction to which such person is subject or in
which such person makes such purchases, offers or sales. Neither the Bank nor
any of the Distribution Agents represents that the Offering Circular may be
lawfully distributed, or that the Bank Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption therefrom, or assumes any
responsibility for facilitating any such distribution or offering. In
particular, there are further restrictions on the distribution of the Offering
Circular and the offer or sale of the Bank Notes in the United Kingdom, Japan,
the Netherlands, Germany and Switzerland. See the Offering Circular section
entitled “Plan of Distribution — Sales Restrictions”.


     With regard to each Bank Note, the relevant purchaser will be required to
comply with such restrictions as the Bank and the relevant purchaser shall
agree and as shall be set out in the applicable Pricing Supplement. The
following selling restrictions may be modified by the Bank and the relevant Distribution Agents following a change in
the relevant law, regulation or directive. Any such modification will be set
out in the applicable Pricing Supplement.


United States Law



G-1






 





     The Bank Notes have not been, and are not required to be, registered with
the Commission under the Securities Act. The Bank Notes are exempt from
registration with the Commission pursuant to an exemption contained in Section
3(a)(2) of the Securities Act.


     Bearer Notes are subject to United States tax law requirements and may not
be offered, sold, resold or delivered, directly or indirectly, within the
United States or its possessions or to a U.S. person, except in certain
transactions permitted by United States tax regulations. Any underwriters,
Distribution Agents and dealers participating in the offering of Bearer Notes,
directly or indirectly, will be required to agree that they will not, in
connection with the original issuance of any Bearer Notes or during the
restricted period, offer, sell, resell or deliver, directly or indirectly, any
Bearer Notes in the United States or its possessions or to United States
persons (other than as permitted by the applicable United States tax
regulations). In addition, any such underwriters, Distribution Agents and
dealers will be required to have procedures reasonably designed to ensure that
their employees or agents who are directly engaged in selling Bearer Notes are
aware of the above restrictions on the offering, sale, resale or delivery of
Bearer Notes. Terms used in this paragraph have the meaning given to them by
the Internal Revenue Code of 1986, as amended (the “Code”).


     In addition, in connection with issuances of Bearer Notes:



	 	(1)	 	except to the extent permitted under United States Treasury
Regulation § 1.163-5(c)(2)(i)(D) (the “D Rules”), (a) each Distribution
Agent agrees that it has not offered or sold, and during the restricted
period under Regulation S under the 1933 Act or other applicable
restricted period (the “Restricted Period”) will not offer or sell,
Bearer Notes to a person who is within the United States or its
possessions or to a United States person, and (b) it has not delivered
and will not deliver within the United States or its possessions
definitive Bearer Notes that are sold during the restricted period;
	 
	 	(2)	 	each Distribution Agent represents and agrees that it has and
throughout the Restricted Period will have in effect procedures
reasonably designed to ensure that its employees or Distribution Agents
who are directly engaged in selling Bearer Notes are aware that Bearer
Notes may not be offered or sold during the Restricted Period to a
person who is within the United States or its possessions or to a United
States person, except as permitted by the D Rules;
	 
	 	(3)	 	if it is a United States person, each such Distribution Agent
represents that it is acquiring the Bearer Notes for purposes of resale
in connection with their original issuance and if it retains Bearer
Notes for its own account, it will only do so in accordance with the
requirements of Section 1.163-5(c)(2)(i)(D)(6) of the D Rules; and
	 
	 	(4)	 	With respect to each affiliate that acquires from it Bearer Notes
for the purpose of offering or selling Bearer Notes during the
Restricted Period,



G-2






 







	 	 	 	each such Distribution Agent either (a) repeats and confirms the
representations and agreements contained in clauses (1), (2) and
(3) above on its behalf, or (b) agrees that it will obtain from
such affiliate for the Bank’s benefit the representations and
agreements contained in clauses (1), (2) and (3) above.



     Terms used in the foregoing paragraph have the meanings given to them by
the Code and the United States Treasury Regulations thereunder, including the D
Rules.


United Kingdom



     Each Distribution Agent represents and agrees, and each further
Distribution Agent appointed under the Program will be required to represent
and agree, that:


     (i)  in relation to Bank Notes having a maturity of one year or more, it
has not offered or sold and, prior to the expiry of the period of six months
from the issue date of such Bank Notes, will not offer or sell any such Bank
Notes to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995, as amended;


     (ii)  in relation to any Bank Notes having a maturity of less than one
year, (a) it is a person whose ordinary activities involve it in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of its business and (b) it has not offered or sold and will not offer
or sell any Bank Notes other than to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their businesses or who it is reasonable to
expect will acquire, hold, manage or dispose of investments (as principal or
agent) for the purposes of their businesses where the issue of Bank Notes would
otherwise constitute a contravention of Section 19 of the United Kingdom
Financial Services and Markets Act 2000 (the “FSMA”) by the Bank;


     (iii)  it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of Section 21 of the FSMA) received
by it in connection with the issue or sale of any Bank Notes in circumstances
in which Section 21(1) of the FSMA does not apply to the Bank; and


     (iv)  it has complied and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to any Bank Notes in,
from or otherwise involving the United Kingdom.


Japan



     Unless otherwise specified in the applicable pricing supplement, the Bank
Notes have not been, and will not be, registered under the Securities and
Exchange Law of Japan (the


G-3






 


“Securities and Exchange Law”) and each Distribution Agent represents and
agrees that it will not offer or sell any of the Bank Notes, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan (which
term as used herein means any person resident in Japan, including any
corporation or other entity organized under the laws of Japan), or to others
for re-offering or resale, directly or indirectly, in Japan or to any resident
of Japan except in compliance with the Securities and Exchange Law and any
other applicable laws and regulations of Japan.


The Netherlands



     Each Distribution Agent represents and agrees that it has not, directly or
indirectly, offered or sold and will not, directly or indirectly, offer or sell
in The Netherlands any of the Bank Notes with a denomination of less than
€50,000 (or its foreign currency equivalent) other than to persons who trade or
invest in securities in the conduct of a profession or business (which include
banks, stockbrokers, insurance companies, pension funds, other institutional
investors and finance companies and treasury departments of large enterprises)
unless one of the other exemptions from or exemptions to the prohibition
contained in Article 3 of the Dutch Securities Transactions Supervision Act
1995 (wet toezicht effectenwerkeer 1995) is applicable and the conditions
attached to such exemption or exception are complied with.


Germany



     Each Distribution Agent confirms that it is aware of the fact that no
German selling prospectus (Verkaufsprospekt) has been or will be published with
respect to the Bank Notes and that it will comply with the Securities Selling
Prospectus Act (the “German Act”) of Germany  (Wertpapier
Verkaufsprospektgesetz). In particular, each Distribution Agent undertakes not
to engage in a public offering (öffentliches Angebot) within the meaning of the
German Act or other selling activities in Germany with respect to the Bank
Notes otherwise than in accordance with the German Act and any other act
replacing or supplementing the German Act and all other applicable laws and
regulations.


Switzerland



     Each Distribution Agent has agreed, and each further Distribution Agent
appointed under the Program will be required to agree, that any issue of Bank
Notes denominated in Swiss Francs or carrying a Swiss Franc-related element
will be effected in compliance with the guidelines of the Swiss National Bank
regarding issues of Swiss Franc denominated debt securities.


G-4






 


EXHIBIT H


FORM OF SYNDICATED TERMS AGREEMENT



[Date]




	 	 	 
	To:	 	
The Agents Listed on Annex 1 Hereto
	 	 	 
	c/o	 	 
	 	 	


	 	 	
(the “Lead Agent”)
	 	 	 
	Re:	 	
Capital One Bank (the “Issuer”)
	 	 	
US$8,000,000,000 Global Bank Note Program



Ladies and Gentlemen:



     The Issuer proposes to issue and sell the          % Global Bank Notes due               
(the “Notes”) to [Lead Agent] and the agents listed on Annex
1 hereto (collectively, the “Agents”). The Agents agree to purchase on a
syndicated basis the Notes as described in the pricing supplement attached as
Annex 2 hereto (the “Pricing Supplement”), on the terms set out in such Pricing
Supplement and on the terms set out below. The sale of the Notes will be
subject to the terms and conditions stated herein and in the Distribution
Agreement, dated May 8, 2003 (the “Distribution Agreement”), among the Issuer
and the Distribution Agents named therein. Unless otherwise defined herein,
all terms used herein have the meanings given to them in the Distribution
Agreement. Each of the provisions of the Distribution Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be
part of this Agreement to the same extent as if such provisions had been set
forth in full herein.



	1.	 	Subject to the terms and conditions of the Distribution Agreement and
this Agreement, the Issuer hereby agrees to issue the Notes, and the
Agents severally agree to purchase the Notes (in the proportions set out
next to each Agent’s name in Annex I hereto) at the purchase price of          
per Note (being equal to the issue price of          % of the principal
amount less a combined underwriting commission of     % of the principal
amount);
	 
	2.	 	The purchase price specified above will be paid by the Lead Agent on
behalf of the Agents by wire transfer in immediately available funds to
the Issuer at           (         time) on          ,          , or such other time
and/or date as the Issuer and the Lead Agent on behalf of the Agents may
agree (the “Settlement Time”) against delivery of the Notes to or upon
your order in the manner contemplated in the Distribution Agreement, the
Global Agency Agreement or otherwise.
	 
	3.	 	The Agents’ obligations hereunder are conditional on the receipt of: (i)
opinions of counsel described in Section 8(c) of the Distribution
Agreement, dated as of the Settlement Time, (ii) a “comfort letter”
described in Section 8(d) of the Distribution



H-1






 







	 	 	Agreement, dated as of the Settlement Time, (iii) the officer’s
certificates described in Section 8(b) of the Distribution Agreement,
dated as of the Settlement Time; and (iv) such other opinions,
certificates and documents as may be agreed by the Issuer and the Agents
on or prior to the date of this Agreement.
	 
	4.	 	If one or more of the Agents shall fail at the Settlement Time to
purchase the Bank Notes which it or they are obligated to purchase under
this Agreement (the “Defaulted Bank Notes”), the Lead Agent shall have the
right, within 36 hours thereafter, to make arrangements for one or more of
the non-defaulting Agents, or any other agents, to purchase all, but not
less than all, of the Defaulted Bank Notes in such amounts as may be
agreed upon and upon the terms herein set forth; if, however, the Lead
Agent shall not have completed such arrangements within such 36-hour
period, then:
	 
	 	 	          (a)     if the principal amount of Defaulted Bank Notes does not exceed
10% of the principal amount of Notes to be purchased on such date, each
of the non-defaulting Agents shall be obligated, severally and not
jointly, to purchase the full amount thereof in the proportions that
their respective underwriting obligations hereunder bear to the
underwriting obligations of all non-defaulting Agents, or
	 
	 	 	          (b)     if the principal amount of Defaulted Bank Notes exceeds 10% of
the principal amount of Notes to be purchased on such date, this
Agreement shall terminate without liability on the part of any
non-defaulting Agent.



     No action taken pursuant to this section shall relieve any defaulting
Agent from liability in respect of its default.


     In the event of any such default which does not result in a termination of
this Agreement either the Lead Agent or the Issuer shall have the right to
postpone the Settlement Time for a period not exceeding seven days in order to
effect any required changes in any documents or arrangements. As used herein,
the term “Agent” includes any person substituted for an Agent under this
Section 4.



	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 	 	 	 	 	 	 
	 	 	 	 	CAPITAL ONE BANK
	 	 	 	 	 	 	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	

Name:
	 	 	 	 	 	 	Title:
	 	 	 	 	 	 	 
	[LEAD AGENT]	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	

	 	 	 	 



H-2






 




	 	 	 	 	 	 	 
	 	 	
Name:	 	 	 	 
	 	 	
Title:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	
By and on behalf of the Agents listed on Annex I hereto.	 	 	 	 



     


H-3






 


ANNEX I



Schedule of Agents




	 	 	 
	Agent	 	
Principal Amount of Notes



ANNEX I




 










 



ANNEX 2



FORM OF PRICING SUPPLEMENT



The Pricing Supplement applicable to each Tranche of Notes will be in the
following form and will contain such information as is applicable in respect of
such Notes (all references to numbered Conditions being to the Terms and
Conditions of the relevant Notes):


PRICING SUPPLEMENT DATED [  
        
          ]

(to Offering Circular dated May 8, 2003)



Capital One Bank

(a Bank organized pursuant to the Laws of Virginia)



Global Bank Notes



Issue of [Aggregate Principal Amount of Tranche] [Title of Notes]



UNDER THE U.S.$8,000,000,000 GLOBAL BANK NOTE PROGRAM



This document constitutes the Pricing Supplement relating to the issue of Notes
described herein. Terms used herein shall be deemed to be defined as such for
the purposes of the conditions set forth in the Offering Circular dated May 8,
2003. This Pricing Supplement is supplemental to and must be read in
conjunction with such Offering Circular.


If the Notes have a maturity of less than one year, the minimum denomination
may need to be £100,000 or its equivalent in any other Specified Currency.


[Include whichever of the following apply or specify as “Not Applicable” (N/A).
Note that the numbering should remain as set out below, even if “Not
Applicable” is indicated for individual paragraphs or sub-paragraphs.]



	 	 	 	 	 	 	 
	1.	 	Issuer:	 	Capital One Bank
	 	 	 	 	 	 	 
	2.	 	
[(i)]
	 	Series Number:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
[(ii)]
	 	Tranche Number:	 	 
	 	 	 	 	 	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	 	 	 	 	(If fungible with an existing Series, details of that
Series, including the date on which the Notes become
fungible and the aggregate principal amount of the
Series)
	 	 	 	 	 	 	 
	3.	 	Specified Currency or Currencies (in the case of Dual
Currency Notes):	 	[  
        ]
	 	 	 	 	 	 	 
	4.	 	Aggregate Principal Amount:	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
[(i)]
	 	Series:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
[(ii)]
	 	Tranche:
	 	[  
        ]
	 	 	 	 	 	 	 
	5.	 	
[(i)]
	 	Original Issue Date [and Interest Commencement Date]:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
[(ii)]
	 	Interest Commencement Date (if different from the
Original Issue Date):
	 	[  
        ]
	 	 	 	 	 	 	 
	6.	 	Stated Maturity Date:	 	[Specify date or (for floating rate notes) Interest



A-2-1






 




	 	 	 	 	 
	 	 	 	 	Payment Date falling in or nearest to the relevant
month and year]

Notes having a maturity of less than one year will, if
the proceeds of issue of such notes are to be accepted
by the Issuer in the United Kingdom, constitute deposits
for the purposes of the prohibition on accepting
deposits contained in Section 19 of the United Kingdom
Financial Services and Markets Act 2000 (the
“FSMA”) unless they are issued to a limited class of
professional investors and have a minimum
denomination of £100,000 (or its equivalent in other
Specified Currencies) (or another applicable exemption
from Section 19 of the FSMA must be available)
	 	 	 	 	 
	7.	 	
Status of the Notes:
	 	[Senior]

[Subordinated]
	 	 	 	 	 
	8.	 	
Interest Basis:
	 	[  ] per cent. Fixed Rate]

[  ] Month [LIBOR/EURIBOR/Other] +/-

[  ] per cent. Floating Rate]

[Zero Coupon]

[Indexed]

[Dual Currency]

[other (specify)]

(further particulars specified below)
	 	 	 	 	 
	9.	 	
Redemption/Payment Basis:
	 	[Redemption at par]

[Indexed]

[Dual Currency]

[Partly Paid]

[Installment]

[Other (specify)]
	 	 	 	 	 
	10.	 	
Change of Interest or Redemption/Payment Basis:
	 	[Specify details of any provision for change in
interest/payment basis]
	 	 	 	 	 
	11.	 	
Redeemable at Option of Issuer/Holder:
	 	[Redemption at the option of the Issuer]

[Redemption at the option of the Holder] (further
particulars specified below)
	 	 	 	 	 
	12.	 	
[(i)] Issue Price:
	 	[  ] per cent. of the aggregate principal amount of the
Notes [plus accrued interest from [insert date]
	 	 	 	 	 
	 	 	
[(ii)] Net proceeds:
	 	(in the case of fungible issues only, if applicable)]



A-2-2






 




	 	 	 	 	 	 	 
	13.	 	Default Rate (if other than Interest Rate):	 	 
	 	 	 	 	 	 	 
	 	 	[  ]% per annum:	 	[  ] (Required only for listed issues)
	 	 	 	 	 	 	 
	14.	 	Authorized Denominations:	 	[     
     ]
	 	 	 	 	 	 	 
	15.	 	Listing:	 	[Luxembourg/other
(specify)/None]
	 	 	 	 	 	 	 
	16.	 	Method of distribution:	 	[Syndicated/Non-syndicated]
	 	 	 	 	 	 	 
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE	 	 
	 	 	 	 	 	 	 
	17.	 	Fixed Rate Note Provisions:	 	[Applicable/Not applicable]
	 	 	 	 	 	 	 
	 	 	 	 	 	 	(If not applicable, delete the remaining sub-paragraphs
of this paragraph)
	 	 	 	 	 	 	 
	 	 	
(i)
	 	Interest Rate(s):
	 	[  ] per cent. per annum [payable [annually/ semi-
annually/quarterly/monthly] [other] in arrears] [payable
at maturity]
	 	 	 	 	 	 	 
	 	 	
(ii)
	 	Interest Payment Date(s):
	 	[  ] in each year, up to [but excluding] the Stated
Maturity Date]/[specify other](NB: This will need to be
amended in the case of long or short Coupons)
	 	 	 	 	 	 	 
	 	 	
(iii)
	 	Day Count Convention:
	 	[30/360

Actual/360

Actual/Actual (ISMA)

Other (specify convention and applicable period)]
	 	 	 	 	 	 	 
	 	 	
(iv)
	 	Interest Determination Date(s):
	 	[  ] in each year
	 	 	 	 	 	 	 
	 	 	 	 	 	 	[Insert interest payment dates except where there are
long or short periods. In these cases, insert regular
interest payment dates] (NB: only relevant where Day
Count Convention is Actual/Actual (ISMA))
	 	 	 	 	 	 	 
	 	 	
(v)
	 	Other terms relating to the method of calculating
interest for Fixed Rate Notes:
	 	[None/(give
details)]
	 	 	 	 	 	 	 
	18.	 	Floating Rate Note Provisions:	 	[Applicable/Not applicable]
	 	 	 	 	 	 	 
	 	 	 	 	 	 	(If not applicable, delete the remaining sub-paragraphs
of this paragraph)
	 	 	 	 	 	 	 
	 	 	
(i)
	 	Interest Payment Dates:
	 	[  
        ]



A-2-3






 




	 	 	 	 	 
	(ii)	 	
Business Day Convention:
	 	[Floating Rate Convention/Following Business Day

Convention/Modified Following Business Day

Convention/Preceding Business Day

Convention/other (give details)]
	 	 	 	 	 
	(iii)	 	
Minimum Interest Rate:
	 	[  ] per cent. per annum
	 	 	 	 	 
	(iv)	 	
Maximum Interest Rate:
	 	[  ] per cent. per annum
	 	 	 	 	 
	(v)	 	
Day Count Convention:
	 	30/360

Actual/360

Actual/Actual

Other (specify convention and applicable period)
	 	 	 	 	 
	(vi)	 	
Manner in which the Interest Rate(s) and Interest
Amount is/are to be determined:
	 	[Reference Rate
Determination/ISDA Rate/other (give

details)]
	 	 	 	 	 
	(vii)	 	
Party responsible for calculating the Interest Rate(s)

(if not the Calculation Agent):
	 	[  
        ]
	 	 	 	 	 
	(viii)	 	
Reference Rate Determination:	 	 
	 	 	 	 	 
	 	 	
— Initial Interest Rate:
	 	[  
        ]
	 	 	 	 	 
	 	 	
— Index Maturity:
	 	[  
        ]
	 	 	 	 	 
	 	 	
— Interest Rate Basis/Bases:
	 	[LIBOR (specify applicable LIBOR screen)/

EURIBOR/CMT Rate/CD Rate/Commercial

Paper Rate/Eleventh District Cost of Funds

Rate/Federal Funds Rate/J.J. Kenny Rate/

Prime Rate/Treasury Rate/Other]
	 	 	 	 	 
	 	 	 	 	(additional information is required if other —including
fallback provisions)
	 	 	 	 	 
	 	 	
— Interest Determination Date(s):
	 	[  
        ]



A-2-4






 




	 	 	 	 	 	 	 
	 	 	 	 	— Relevant Screen Page:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	 	 	 	 	(In the case of CMT Rate, specify CMT Moneyline
Telerate Page and CMT Maturity Index)
	 	 	 	 	 	 	 
	 	 	 	 	 	 	(In the case of LIBOR, specify whether LIBOR
Moneyline Telerate or LIBOR Reuters)
	 	 	 	 	 	 	 
	 	 	 	 	 	 	(In the case of EURIBOR, if not Moneyline Telerate
248 ensure it is a page which shows a composite rate
or amend the fallback provisions appropriately)
	 	 	 	 	 	 	 
	 	 	 	 	— Index Currency:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	 	 	— Spread:
	 	[ + /-]%
	 	 	 	 	 	 	 
	 	 	 	 	— Spread Multiplier:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	 	 	— Initial Interest Reset Date:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	 	 	— Interest Reset Period:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	 	 	— Interest Reset Dates:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	 	 	— Interest Calculation:
	 	[Regular Floating Rate Note][Floating Rate/ Fixed
Rate Note (specify Fixed Rate Commencement Date
and Fixed Interest Rate)] [Inverse Floating Rate
Note (specify Fixed Interest Rate)]
	 	 	 	 	 	 	 
	 	 	(ix)	 	 ISDA Rate:	 
	 	 	 	 	 	 	 
	 	 	 	 	— Margin(s):
	 	[+/-][   ] per cent. per annum
	 	 	 	 	 	 	 
	 	 	 	 	— Floating Rate Option:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	 	 	— Designated Maturity:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	 	 	— Reset Date:
	 	[            ]
	 	 	 	 	 	 	 
	19.	 	Discount Note (including Zero Coupon Note)

Provisions:	 	[Applicable/Not Applicable]
	 	 	 	 	 	 	 
	 	 	 	 	 	 	(If not applicable, delete the remaining sub-paragraphs
of this paragraph)
	 	 	 	 	 	 	 
	 	 	
(i)
	 	Total Amount of OlD:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	
(ii)
	 	Yield to Maturity:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	
(iii)
	 	Initial Accrual Period:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	
(iv)
	 	Issue Price:
	 	[            ]



A-2-5






 




	 	 	 	 	 	 	 
	20.	 	Index/Formula Linked Interest Note Provisions:	 	[Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs
of this paragraph)
	 	 	 	 	 	 	 
	 	 	
(i)
	 	Index/Formula:
	 	[give or annex details]
	 	 	 	 	 	 	 
	 	 	
(ii)
	 	Agent, if any, responsible for calculating the principal

and/or interest due:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
(iii)
	 	Provisions for determining Coupon where calculation
by reference to Index and/or Formula is impossible or
impracticable:
	 	[  
        ]
	 	 	 	 	 	 	 
	21.	 	Dual Currency Note Provisions:	 	[Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs
of this paragraph)
	 	 	 	 	 	 	 
	 	 	
(i)
	 	Face Amount:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
(ii)
	 	Face Amount Currency:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
(iii)
	 	Optional Payment Currency:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
(iv)
	 	Designated Exchange Rate:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
(v)
	 	Option Election Dates:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
(vi)
	 	Option Value Calculation Agent:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
(vii)
	 	Agent, if any, responsible for calculating the principal

and/or interest payable:
	 	[  
        ]
	 	 	 	 	 	 	 
	PROVISIONS RELATING TO REDEMPTION	 	 
	 	 	 	 	 	 	 
	22.	 	Redeemable at Option of Issuer:	 	[Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs
of this paragraph)
	 	 	 	 	 	 	 
	 	 	
(i)
	 	Initial Redemption Date:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
(ii)
	 	Initial Redemption Percentage:
	 	[  
        ]
	 	 	 	 	 	 	 
	 	 	
(iii)
	 	Annual Redemption Percentage Reduction:
	 	[  
        ]
	 	 	 	 	 	 	 
	23.	 	Repayable at Option of Holders:	 	[Applicable/Not Applicable]
	 	 	 	 	 	 	 
	 	 	Holder’s Optional Repayment Date(s):	 	[  
        ]



A-2-6






 




	 	 	 	 	 	 	 
	GENERAL PROVISIONS APPLICABLE TO THE NOTES	 	 
	 	 	 	 	 	 	 
	24.	 	Form of Notes:	 	 
	 	 	 	 	 	 	 
	 	 	
(i)
	 	Bearer Notes:	 	 
	 	 	 	 	 	 	[Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for Definitive Bearer Notes [on 60 days’ notice]]
	 	 	 	 	 	 	 
	 	 	
(ii)
	 	Registered Notes:	 	 
	 	 	 	 	 	 	 
	 	 	 	 	— Registrar:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	 	 	— Transfer Agent:
	 	[            ]
	 	 	 	 	 	 	 
	 	 	 	 	— Record Dates:
	 	[            ]
	 	 	 	 	 	 	 
	25.	 	Partly Paid Notes: amount of each payment comprising the
Issue Price and date on which each payment is to be made
and consequences (if any) of failure to pay, including the
right of the Issuer to forfeit the Notes and interest due on late
payment:	 	[Not applicable/give details)]
	 	 	 	 	 	 	 
	26.	 	Installment Notes:	 	 
	 	 	 	 	 	 	 
	 	 	
(i)
	 	Installment amount(s):
	 	[Not applicable/give details]
	 	 	 	 	 	 	 
	 	 	
(ii)
	 	Installment date(s):
	 	[Not applicable/give details]
	 	 	 	 	 	 	 
	27.	 	Other terms or specified conditions:	 	[Not applicable/give details]
	 	 	 	 	 	 	 
	28.	 	Talons for future Coupons or Receipts to be attached to
Definitive Bearer Notes (and dates on which such Talons
mature):	 	[Yes/No. If yes, give details]
	 	 	 	 	 	 	 
	29.	 	Details of any additional or different Paying Agents,
Registrars, London Issuing Agents, Transfer Agents:	 	[Not applicable/give details]



A-2-7






 





	 	 	 	 	 
	DISTRIBUTION
	 	 	 	 	 
	30.	 	
(i) If syndicated, names of Distribution Agents:
	 	[Not applicable/give names]
	 	 	 	 	 
	 	 	
(ii) Stabilization Manager (if any):
	 	[Not applicable/give names]

The Stabilization Manager or any other person
acting for the Stabilization Manager may over-allot
or effect transactions with a view to supporting the
market price of the Notes at a level higher than that
which might otherwise prevail for a limited period.
However, there may be no obligation on the
Stabilization Manager or any agent of the
Stabilization Manager to do this. Such stabilization,
if commenced, may be discontinued at any time and
must be terminated after a limited period. Such
stabilization, if any, must comply with all applicable
laws, regulations and rules.
	 	 	 	 	 
	31.	 	
If non-syndicated, name of Distribution Agent:
	 	[Not applicable/give names]
	 	 	 	 	 
	32.	 	
Additional selling restrictions:
	 	[Not applicable/give names]
	 	 	 	 	 
	OPERATIONAL INFORMATION
	 	 	 	 	 
	33.	 	
CUSIP Code:
	 	[  
        ]
	 	 	 	 	 
	34.	 	
ISIN Code:
	 	[  
        ]
	 	 	 	 	 
	35.	 	
Common Code:
	 	[  
        ]
	 	 	 	 	 
	36.	 	
Clearing System(s):
	 	[DTC only]

[Euroclear and Clearstream, Luxembourg only]

[DTC, Euroclear and Clearstream,

Luxembourg through DTC]

[DTC, Euroclear and Clearstream, Luxembourg]

[Other (specify)]
	 	 	 	 	 
	37.	 	
Delivery:
	 	Delivery [against/free of] payment
	 	 	 	 	 
	38.	 	
Redenomination applicable:
	 	Redenomination [not] applicable

(If Redenomination is applicable, any provisions
necessary to deal with floating rate interest calculation
(including alternative reference rates))
	 	 	 	 	 
	39.	 	
“Business Day” definition (if other than as defined in the
Offering Circular):
	 	[           ]
	 	 	 	 	 
	40.	 	
Governing Law:
	 	New York



A-2-8






 



[LISTING APPLICATION


This Pricing Supplement comprises the details required to list the issue of
Notes described herein pursuant to the listing of the U.S.$8,000,000,000 Global
Bank Note Program of Capital One Bank]


RESPONSIBILITY


The Issuer accepts responsibility for the information contained in
this Pricing Supplement.
Signed on behalf of the Issuer:



	 	 	 	 
	By:	 	 	 
	 	 	

	 
	 	 	
Duly authorized	 




A-2-9









 



EXHIBIT I


ADMINISTRATIVE PROCEDURES MEMORANDUM



(Dated as of May 8, 2003)



FOR



CAPITAL ONE BANK

Global Bank Notes Due From

30 Days to 30 Years or More from Date of Issue



     Senior unsecured debt obligations (the “Senior Notes”) and subordinated
unsecured debt obligations (the “Subordinated Notes” and, together with the
Senior Notes, the “Bank Notes”) which from time to time may be offered on a
continuing basis for sale by Capital One Bank (the “Bank”) through each of J.P.
Morgan Securities Inc. and each of the distribution agents listed on Schedule I
to the Distribution Agreement to which these Administrative Procedures are an
exhibit (the “Distribution Agreement”) (each, a “Distribution Agent” and
collectively, the “Distribution Agents”) who may purchase the Bank Notes, as
principal from the Bank for resale to investors and other purchasers in
accordance with the Distribution Agreement. In addition, if agreed to by the
Bank and the applicable Distribution Agent, such Distribution Agent may utilize
its reasonable efforts on an agency basis to solicit offers to purchase the
Bank Notes. Only those provisions in these Administrative Procedures that are
applicable to the particular role that a Distribution Agent will perform shall
apply. Whenever these Administrative Procedures indicate that information may
be set forth in a Bank Note, such information may be set forth in a Pricing
Supplement to the Offering Circular (as defined below).


     JPMorgan Chase Bank (or such other agent appointed in accordance with the
Global Agency Agreement (as defined below)) will act as the registrar (the
“Registrar”) and domestic paying agent (the “Domestic Paying Agent”) for the
Bank Notes through its office at 4 New York Plaza, 15th Floor New York, New
York 10004. JPMorgan Chase Bank, London Branch, acting through its London
office (or such other agent appointed in accordance with the Global Agency
Agreement), will act as London paying agent (the “London Paying Agent”) and
London issuing agent (the “London Issuing Agent”). As used herein, the term
“Offering Circular” refers to the most recent offering circular, as such
document may be amended or supplemented, which has been prepared by the Bank
for use by the Distribution Agents in connection with the offering of the Bank
Notes.


     Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in the Bank Notes or the Offering Circular.


I-1



 






 





DTC REGISTERED GLOBAL NOTES



     Bank Notes may the issued in book-entry form (each beneficial interest in
a global Note, a “Book-Entry Note” and collectively,
the “Book-Entry Notes”)
and represented by one or more fully registered global Bank Notes (each, a
“Global Note” and collectively, the “Global Bank
Notes”) held by or on behalf of The Depository Trust
Company, as depositary (“DTC”, which term includes any
successor thereof), and recorded in the book-entry system maintained by DTC.
Book-Entry Notes represented by a Global Note are exchangeable for definitive
Bank Notes in registered form, of like tenor and of an equal aggregate
principal amount, by the owners of such Book-Entry Notes only upon certain
limited circumstances described in the Offering Circular.


     In connection with the qualification of Book-Entry Notes for eligibility
in the book-entry system maintained by DTC, the Registrar or its agents will
perform the custodial, document control and administrative functions described
below, in accordance with its respective obligations under the applicable
Letters of Representations from JPMorgan Chase Bank to DTC relating to the
Program, and a Certificate of Deposit Agreement between JPMorgan Chase Bank and
DTC (the “Certificate Agreement”), and its obligations as a participant in DTC,
including DTC’s Same-Day Funds Settlement System
(“SDFS”).



	 	 	 
	Settlement Procedures for
	
Book-Entry Notes:	 	
Settlement Procedures with regard to Book-Entry Notes
purchased by each Distribution Agent as principal or sold by
each Distribution Agent, as agent of the Bank, will be as follows
(which will have been agreed to by the Bank and such
Distribution Agent in accordance with the Distribution
Agreement):




	 	(A)	 	The Distribution Agent will advise the Bank by telephone,
confirmed by facsimile to the Bank and the Registrar, of
the following settlement information:




	 	1.	 	Taxpayer identification number of the purchaser.
	 
	 	2.	 	Principal amount of such Book-Entry Notes.
	 
	 	3.	 	Whether the Bank Note is a Senior Note or a Subordinated Note.
	 
	 	4.	 	Each term specified in the applicable Pricing Supplement.
	 
	 	5.	 	Price to public, if any, of such Book Entry Bank Notes
(if such Book-Entry Notes are not being offered “at the
market”).



I-2




 






 






	 	6.	 	Trade Date.
	 
	 	7.	 	Settlement Date (Original Issue Date).
	 
	 	8.	 	Maturity Date.
	 
	 	9.	 	Redemption provisions, if any, including: Initial
Redemption Date, Initial Redemption Percentage and
Annual Redemption Percentage Reduction.
	 
	 	10.	 	Repayment provisions, if any, including Holder’s
Optional Repayment Date(s).
	 
	 	11.	 	Net proceeds to the Bank.
	 
	 	12.	 	Whether such Book-Entry Notes are being sold to the
Distribution Agent as principal or to an investor or
other purchaser through the Distribution Agent acting
as agent for the Bank.
	 
	 	13.	 	The Distribution Agent’s commission or discount, as
applicable.
	 
	 	14.	 	Whether such Book-Entry Notes are being issued with
Original Issue Discount and the terms
thereof.
	 
	 	15.	 	Default Rate.
	 
	 	16.	 	Identification numbers of participant accounts
maintained by DTC on behalf of the Distribution
Agent.
	 
	 	17.	 	Whether additional documentation will be required for
Bank Notes being sold to the Distribution Agent as
principal.
	 
	 	18.	 	Such other information specified with respect to such
Book-Entry Notes (whether by Addendum or
otherwise).




	 	(B)	 	The Registrar will assign a CUSIP number of the
appropriate series to the Global Note representing such
Book-Entry Notes and, as soon thereafter as practicable, the
Registrar will notify the Distribution Agent by telephone of
such CUSIP number.



I-3




 






 






	 	(C)	 	The Registrar will communicate to DTC and the
Distribution Agent through DTC’s Participant Terminal
System, a pending deposit message specifying the
following settlement information:




	 	1.	 	The information set forth in Settlement Procedure A.
	 
	 	2.	 	The identification numbers of the participant accounts
maintained by DTC on behalf of the Registrar and the
Distribution Agent.
	 
	 	3.	 	Identification of the Book-Entry Note as a Fixed Rate
Book-Entry Note or Floating Rate Book-Entry Note.
	 
	 	4.	 	The initial Interest Payment Date for the Global Note
representing such Book-Entry Notes, the number of
days by which such date succeeds the related Record
Date and, if then calculable, the amount of interest
payable on such Interest Payment Date (which
amount shall have been confirmed by the Bank).
	 
	 	5.	 	The CUSIP number of the Global Note representing
such Book-Entry Notes.
	 
	 	6.	 	Whether such Global Note represents any other Bank
Notes issued or to be issued in book-entry form.




	 	(D)	 	The Registrar will complete and deliver to DTC (or its
custodian) the Global Note representing such Book-Entry
Notes in a form that has been approved by the Bank and the
relevant Distribution Agents.
	 
	 	(E)	 	DTC will credit the Book-Entry Notes represented by such
Global Note to the participant account of the Registrar
maintained by DTC.
	 
	 	(F)	 	The Registrar will enter an SDFS deliver order through
DTC’s Participant Terminal System instructing DTC (i) to
debit such Book-Entry Notes to the Registrar’s participant
account and credit such Book-Entry Notes to the participant
account of the Distribution Agent maintained by DTC and
(ii) to debit the settlement account of the Distribution
Agent and credit the Settlement account of the Registrar
maintained by DTC in an amount equal to the price of such
Book-Entry Notes less such Distribution Agent’s
commission or discount. Any entry of such deliver order



I-4





 






 






	 	 	 	shall be deemed to constitute a representation and warranty
by the Registrar to DTC that (i) the Global Note
representing such Book-Entry Notes has been issued and
authenticated and (ii) the Registrar is holding such Global
Note pursuant to the Certificate Agreement.
	 
	 	(G)	 	In the case of Book-Entry Notes sold through a Distribution
Agent acting as agent, the Distribution Agent will enter an
SDFS deliver order through DTC’s Participant Terminal
System instructing DTC (i) to debit such Book-Entry Notes
to the Distribution Agent’s participant account and credit
such Book-Entry Notes to the participant accounts of the
Participants maintained by DTC and (ii) to debit the
settlement accounts of such Participants and credit the
settlement account of the Distribution Agent maintained by
DTC, in an amount equal to the offering price of such
Book-Entry Notes.
	 
	 	(H)	 	Transfers of funds in accordance with SDFS deliver orders
described in Settlement Procedures F and G will be settled
in accordance with SDFS operating procedures in effect on
the Settlement Date.
	 
	 	(I)	 	In the case of Book-Entry Notes sold through a
Distribution Agent acting as agent, the Distribution Agent
will confirm the purchase of such Book-Entry Notes to the
purchaser either by transmitting to the Participant with
respect to such Book-Entry Notes a confirmation order
through DTC’s Participant Terminal System or by mailing
a written confirmation to such purchaser.




	 	 	 
	Settlement Procedures

	
Timetable:	 	
For offers to purchase Book-Entry Notes accepted by the Bank,
Settlement Procedures “A” through “I” set forth above shall be
completed as soon as possible but no later than the respective
times (New York City time) set forth below:




	 	 	 	 
	 	Settlement
Procedure	 	                           Time
	 	
	 	

	 	A	 	
11:00 a.m. on the Trade Date
	 	B	 	
12:00 noon on the Trade Date
	 	C	 	
5:00 p.m. on the Trade Date
	 	D	 	
9:00 a.m. on the Settlement Date



I-5





 






 






	 	 	 	 
	 	Settlement
Procedure	 	                           Time
	 	
	 	

	 	E	 	
10:00 a.m. on the Settlement Date
	 	F-G	 	
2:00 p.m. on the Settlement Date
	 	H	 	
4:00 p.m. on the Settlement Date
	 	I	 	
5:00 p.m. on the Settlement Date




	 	 	 	 
	 	 	 	
If a sale is to be settled on the same Business Day as the Trade
Date, Settlement Procedures C, F, and G shall be completed no
later than 2:30 p.m. on such Business Day, and Settlement
Procedure D shall be completed no later than 10:00 a.m. on such
Business Day.
	 	 	 	 
	 	 	 	
If a sale is to be settled more than one Business Day after the
trade date, Settlement Procedures A, B and C may, if necessary,
be completed at any time prior to the specified times on the first
Business Day after such trade date. In connection with a sale
which is to be settled more than one Business Day after the trade
date, if the initial interest rate for a Floating Rate Note is not
known at the time that Settlement Procedure A is completed,
Settlement Procedures B and C shall be completed as soon as
such rate has been determined, but no later than 11:00 a.m. and
2:00 p.m., New York City time, respectively, on the second
Business Day before the Settlement Date.
	 	 	 	 
	 	 	 	
Settlement Procedure H is subject to extension in accordance
with any extension of Fedwire closing deadlines and in the other
events specified in the SDFS operating procedures in effect on
the Settlement Date.
	 	 	 	 
	 	 	 	
If settlement of a Book-Entry Note is rescheduled or canceled,
the Registrar will deliver to DTC, through DTC’s Participant
Terminal System, a cancellation message to such effect by no
later than 5:00 p.m., New York City time, on the Business Day
immediately preceding the scheduled Settlement Date.
	 	 	 	 
	Failure to Settle:	 	 	
If the Registrar fails to enter an SDFS deliver order with respect
to a Book-Entry Note pursuant to Settlement Procedure F, then
the Registrar may deliver to DTC, through DTC’s Participant
Terminal System, as soon as practicable a withdrawal message
instructing DTC to debit such Book-Entry Note to the participant
account of the Registrar maintained at DTC. DTC will process
the withdrawal message; provided that such participant account
contains a principal amount of the Global Note representing such
Book-Entry Note that is at least equal to the principal amount to
the debited. If withdrawal messages are processed with respect



I-6





 






 






	 	 
	 	to all Book-Entry Notes represented by a Global Note, the Registrar will
mark such Global Note “canceled” and make appropriate entries in its records. The CUSIP
number assigned to such Global Note shall, in accordance with CUSIP Service
Bureau procedures, be canceled and not immediately reassigned. If withdrawal
messages are processed with respect to some of the Book-Entry Notes represented
by a Global Note, the Registrar will exchange such Global Note for two Global
Bank Notes, one of which shall represent the Book-Entry Notes for which such
withdrawal messages are processed and shall be canceled immediately after
issuance, and the other of which shall represent the other Book-Entry Notes
previously represented by the surrendered Global Note and shall bear the CUSIP
number of the surrendered Global Note.
	 
	 	In the case of any Book-Entry Note sold through a
Distribution Agent, acting as agent, if the purchase price
for any Book-Entry Note is not timely paid to the
Participants with respect to such Book-Entry Note by the
beneficial purchaser thereof (or a person, including an
indirect participant in DTC, acting on behalf of such
purchaser), such Participants and, in turn, the applicable
Distribution Agent may enter SDFS deliver orders through
DTC’s Participant Terminal System reversing the orders
entered pursuant to Settlement Procedures F and G,
respectively. Thereafter, the Registrar will deliver the
withdrawal message and take the related actions described
in the preceding paragraph.
	 
	 	Notwithstanding the foregoing, upon any failure to settle
with respect to a Book-Entry Note, DTC may take any
actions in accordance with its SDFS operating procedures
then in effect. In the event of a failure to settle with
respect to a Book-Entry Note that was to have been
represented by a Global Note also representing other
Book-Entry Notes, the Registrar will provide, in
accordance with Settlement Procedure D, for the issuance
of a Global Note representing such remaining Book-Entry
Notes and will make appropriate entries in its records.



I-7



 






 





BEARER NOTES



     In certain circumstances Bearer Notes may be issued. Settlement
Procedures with regard to Bearer Notes purchased by each Distribution Agent as
principal or sold by each Distribution Agent as agent of the Bank, will be as
follows:



	 	 	 	 	 
	 	 	Latest	 	 
	 	 	London	 	 
	Day	 	Time	 	Action
	No later than Original

Issue Date minus 5

Business Days	 	
2:00 p.m.
	 	The Bank may agree with one or more of the Distribution
Agents for the issue and purchase of Bearer Notes
(whether pursuant to an unsolicited bid from a
Distribution Agent or pursuant to an inquiry by the Bank).
The Distribution Agent instructs the London Issuing
Agent to obtain a Common Code and ISIN from Euroclear
or Clearstream, Luxembourg. In the case of the first
Tranche of Bank Notes of a Series, the London Issuing
Agent telephones Euroclear or Clearstream, Luxembourg
with a request for a Common Code and ISIN for such
Series and in the case of a subsequent Tranche of Bank
Notes of that Series the London Issuing Agent telephones
Euroclear or Clearstream, Luxembourg with a request for
a temporary Common Code and ISIN for such Tranche.
Each Common Code and ISIN is notified by the London
Issuing Agent to each Distribution Agent which has
reached agreement with the Bank.
	 	 	 	 	 
	 	 	
3:00 p.m.
	 	If a Distribution Agent has reached agreement with the
Bank by telephone, such Distribution Agent confirms the
terms of the agreement to the Bank by fax attaching a
copy of the Pricing Supplement. The Distribution Agent
sends a copy of that fax to the London Issuing Agent and
the Registrar for information.
	 	 	 	 	 
	 	 	
5:00 p.m.
	 	The Bank confirms its agreement to the terms on which
the issue of Bearer Notes is to be made (including the
form of the Pricing Supplement) by signing and returning
a copy of the Pricing Supplement to the relevant
Distribution Agent. The Bank also confirms its
instructions to the London Issuing Agent (including, in the
case of Floating Rate Bank Notes, the rate fixed by the
Calculation Agent) to carry out the duties to be carried out
by the London Issuing Agent under these Settlement
Procedures and the Global Agency Agreement including



I-8




 






 






	 	 	 	 	 
	 	 	Latest	 	 
	 	 	London	 	 
	Day	 	Time	 	Action
	 	 	 	 	preparing, authenticating and issuing a Temporary Global
Note for the Tranche of Bank Notes which is to be
purchased and in the case of the first Tranche of a Series,
where the Pricing Supplement for such Tranche does not
specify that such Temporary Global Note is to be
exchangeable only for Bearer Notes in definitive form, a
Permanent Global Note for such Series, giving details of
such Bearer Notes.
	 	 	 	 	 
	 	 	 	 	The Bank confirms such instructions by sending a copy by
fax of the signed Pricing Supplement to the London
Issuing Agent.
	 	 	 	 	 
	No later than Original

Issue Date minus 4

Business Days	 	
2:00 p.m.
	 	In the case of Bearer Notes which are to be listed on a
Stock Exchange, the London Issuing Agent notifies the
relevant Listing Agent who in turn notifies the relevant
Stock Exchange by fax or by hand of the details of the
Bank Notes to be issued by sending the Pricing
Supplement to the relevant Stock Exchange.
	 	 	 	 	 
	Original Issue Date

minus 2 Business

Days	 	
3:00 p.m.
	 	In the case of Bearer Notes cleared through Euroclear
and/or Clearstream, Luxembourg, the relevant
Distribution Agent instructs the relevant clearing system
to debit its account and pay the purchase price, against
delivery of the Bearer Notes, to the London Issuing
Agent’s account with the relevant clearing system on the
Original Issue Date and the London Issuing Agent
receives details of such instructions through the records of
the relevant clearing system.
	 	 	 	 	 
	Original Issue Date

minus 1 Business Day	 	
3:00 p.m.
	 	In the case of Floating Rate Bank Notes, the Calculation
Agent notifies the relevant clearing system, the Bank, any
relevant Stock Exchange (or the relevant Listing Agent,
which in turn shall notify the relevant Stock Exchange)
and the relevant Distribution Agent by telex or fax of the
rate of interest for the first Interest Period (if already
determined). Where the rate of interest has not yet been
determined, notification will be made in accordance with
this paragraph as soon as it has been determined.



I-9




 






 






	 	 	 	 	 
	 	 	Latest	 	 
	 	 	London	 	 
	Day	 	Time	 	Action
	Original Issue Date
minus 1 Business Day
(in the case of pre-
closed issues) or
Original Issue Date
(in any other case)
(the “Payment
Instruction Date”)	 	
agreed

time
	 	The London Issuing Agent prepares and authenticates a
Temporary Global Note for each Tranche of Bank Notes
which is to be purchased and, where required as specified
above, a Permanent Global Note in respect of the relevant
Series. The Temporary Global Note and any such
Permanent Global Note are then delivered by the London
Issuing Agent to a common depositary for Euroclear and
Clearstream, Luxembourg and instructions are given by
the London Issuing Agent to Euroclear or, as the case may
be, Clearstream, Luxembourg to credit the Bearer Notes
represented by such Temporary Global Note to the
London Issuing Agent’s distribution account.
	 	 	 	 	 
	 	 	 	 	In the case of Bearer Notes cleared through Euroclear
and/or Clearstream, Luxembourg, the London Issuing
Agent further instructs Euroclear or, as the case may be,
Clearstream, Luxembourg to debit from the distribution
account the nominal amount of the relevant Tranche of
Bank Notes and to credit such nominal amount to the
account of such Distribution Agent with Euroclear or
Clearstream, Luxembourg against payment to the account
of the London Issuing Agent of the purchase price for the
relevant Tranche of Bank Notes on the Original Issue
Date. The relevant Distribution Agent gives
corresponding instructions to Euroclear or Clearstream,
Luxembourg. The parties (which for this purpose shall
include the London Issuing Agent) may agree to arrange
for “free delivery” to be made through the relevant
clearing system if specified in the applicable Pricing
Supplement.
	 	 	 	 	 
	Original Issue Date	 	 	 	The relevant clearing system debits and credits accounts in
accordance with instructions received by it.
	 	 	 	 	 
	 	 	 	 	The London Issuing Agent pays to the Bank on the
Original Issue Date the aggregate purchase price received
by it to such account of the Bank as shall have been
notified to the London Issuing Agent for the purpose.



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	 	 	Latest	 	 
	 	 	London	 	 
	Day	 	Time	 	Action
	On or subsequent to
the Original Issue
Date	 	 	 	The London Issuing Agent notifies the Bank forthwith in
the event that a Distribution Agent does not pay the
purchase price due from it in respect of a Bank Note.
	 	 	 	 	 
	 	 	 	 	The London Issuing Agent notifies the Bank of the issue
of Bearer Notes giving details of the Global Note(s) and
the nominal sum represented thereby.
	 	 	 	 	 
	 	 	 	 	The relevant Distribution Agent promptly notifies the
London Issuing Agent that the distribution of the Bearer
Notes purchased or placed by it has been completed. If
applicable, the London Issuing Agent promptly notifies
the Bank, the relevant Distribution Agents and the
relevant clearing system of the date of the end of any
applicable restricted trading period with respect to the
relevant Tranche of Bank Notes.



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EUROCLEAR/CLEARSTREAM, LUXEMBOURG REGISTERED GLOBAL NOTES



     Bank Notes may be issued in book-entry form as Book-Entry Notes and
represented by one or more fully registered Global Bank Notes held by or on
behalf of Euroclear and/or Clearstream, Luxembourg, as depositary, and recorded
in the book-entry system maintained by Euroclear and/or Clearstream,
Luxembourg. Book-Entry Notes represented by a Global Note are exchangeable for
definitive Bank Notes in registered form, of like tenor and of an equal
aggregate principal amount, by the owners of such Book-Entry Notes only upon
certain limited circumstances described in the Offering Circular. Settlement
Procedures with regard to Book-Entry Notes purchased by each Distribution Agent
as principal or sold by each Distribution Agent, as agent of the Bank, are as
follows:



	 	 	 	 	 
	 	 	Latest	 	 
	 	 	London	 	 
	Day	 	Time	 	Action
	No later than Original

Issue Date minus 5

Business Days	 	
2:00 p.m.
	 	The Bank may agree with one or more of the Distribution
Agents for the issue and purchase of Bank Notes (whether
pursuant to an unsolicited bid from a Distribution Agent
or pursuant to an inquiry by the relevant Bank).
	 	 	 	 	 
	 	 	
3:00 p.m.
	 	In the case of the first Tranche of Registered Bank Notes,
the London Issuing Agent telephones Euroclear and/or
Clearstream, Luxembourg with a request for a Common
Code for such Tranche and, in the case of a subsequent
Tranche of Bank Notes of that Series, the London Issuing
Agent telephones Euroclear and/or Clearstream,
Luxembourg with a request for a temporary Common
Code for such Tranche and the London Issuing Agent
confirms such number(s) to the Registrar. Each ISIN
number, and each Common Code is notified by the
Registrar by telex or fax to the Bank and the relevant
Distribution Agent.
	 	 	 	 	 
	 	 	 	 	If a Distribution Agent has reached agreement with the
Bank by telephone, such Distribution Agent confirms the
terms of the agreement to the Bank by telex or fax
attaching a copy of the Pricing Supplement. The relevant
Distribution Agent sends a copy of that fax to the London
Issuing Agent and the Registrar for information.
	 	 	 	 	 
	 	 	
5:00 p.m.
	 	The Bank confirms its agreement to the terms on which
the issue of Bank Notes is to be made (including the form
of the Pricing Supplement) by signing and returning a



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	 	 	Latest	 	 
	 	 	London	 	 
	Day	 	Time	 	Action
	 	 	 	 	copy of the Pricing Supplement to the relevant
Distribution Agent. The Bank also confirms its
instructions (including, in the case of Floating Rate Bank
Notes, the rate fixed by the Calculation Agent) to the
London Issuing Agent and the Registrar to carry out the
duties to be carried out by the London Issuing Agent and
the Registrar under these Settlement Procedures and the
Global Agency Agreement including preparing,
authenticating and issuing one or more Registered Global
Bank Notes and/or one or more Definitive Registered
Bank Notes for each Tranche of Bank Notes which are to
be purchased or placed by the relevant Distribution Agent,
giving details of such Bank Notes.
	 	 	 	 	 
	 	 	 	 	The Bank confirms such instructions by sending a copy by
fax of the signed Pricing Supplement to the London
Issuing Agent and the Registrar.
	 	 	 	 	 
	 	 	 	 	The relevant Distribution Agent notifies Euroclear and/or
Clearstream, Luxembourg of the relevant accounts to be
credited with Bank Notes represented by interests in the
Global Note(s) to be issued.
	 	 	 	 	 
	No later than Original

Issue Date minus 4

Business Days	 	
2:00 p.m.
	 	In the case of Bank Notes which are to be listed on a
Stock Exchange, the London Issuing Agent notifies the
relevant Listing Agent who in turn notifies the relevant
Stock Exchange by fax or by hand of the details of the
Bank Notes to be issued by sending the Pricing
Supplement to the relevant Stock Exchange.
	 	 	 	 	 
	Original Issue Date

minus 2 Business

Days	 	
3:00 p.m.
	 	Where the relevant Distribution Agent is purchasing or
placing Bank Notes through Euroclear and/or Clearstream,
Luxembourg, the relevant Distribution Agent instructs
Euroclear and/or Clearstream, Luxembourg, subject to
further instructions, on the Original Issue Date or, in the
case of Bank Notes denominated in a currency requiring a
pre-closing, the Original Issue Date minus 1 Business
Day, to debit its account, or such account as it directs, and
pay the purchase price to the account of the closing bank
as agreed between the Bank, the London Issuing Agent
and the relevant Distribution Agent from time to time (in



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	 	 	Latest	 	 
	 	 	London	 	 
	Day	 	Time	 	Action
	 	 	 	 	such capacity, the “Closing Bank”) for such purpose.
	 	 	 	 	 
	Original Issue Date

minus 1 Business Day	 	
3:00 p.m.
	 	In the case of Floating Rate Bank Notes, the Calculation
Agent notifies the Registrar, Euroclear, Clearstream,
Luxembourg, the Bank, in the case of Listed Bank Notes,
the relevant Listing Agent (who in turn notifies the
relevant Stock Exchange), and the relevant Distribution
Agent by telex or fax of the rate of interest for the first
Interest Period (if already determined). Where the rate of
interest has not yet been determined, this will be notified
in accordance with this paragraph as soon as it has been
determined.
	 	 	 	 	 
	Original Issue Date
minus 1 Business Day
(in the case of pre-
closed issues) or
Original Issue Date
(in any other case)
(the “Payment
Instruction Date”)	 	
agreed

time
	 	The London Issuing Agent prepares and authenticates the
Registered Global Note(s) for each Tranche of Bank Notes
which is to be purchased by attaching the applicable
Pricing Supplement to a copy of the applicable master
Registered Global Note(s).


The Registrar enters details of the principal amount of
Bank Notes to be issued and the registered holder(s) of
such Bank Notes in the Register. Each Registered Global
Note is then delivered by, or on behalf of, the London
Issuing Agent to a custodian for Euroclear and/or
Clearstream, Luxembourg to credit the principal amount
of the relevant Tranche of Bank Notes to the appropriate
participants’ accounts in Euroclear and/or Clearstream,
Luxembourg previously notified by the relevant
Distribution Agent. Each Definitive Registered Note is
delivered to the relevant Distribution Agent or its designee
for the benefit of the purchaser of such Bank Note against
delivery by such Distribution Agent of a receipt therefor
or, if so instructed and upon confirmation from the Bank
that proper payment by the purchaser has been made,
delivered directly to the Bank or its designee for the
benefit of the purchaser of such Bank Note(s) against
delivery of a receipt therefor. The parties (which for this
purpose shall include the London Issuing Agent and the
Registrar) may agree to arrange for “free delivery” to be



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	 	 	Latest	 	 
	 	 	London	 	 
	Day	 	Time	 	Action
	 	 	 	 	made through the relevant clearing system if specified in
the applicable Pricing Supplement, in which case these
Settlement Procedures will be amended accordingly.
	 	 	 	 	 
	Original Issue Date	 	 	 	The relevant Distribution Agent instructs Euroclear and/or
Clearstream, Luxembourg to credit the interests in the
Registered Global Note(s) representing Bank Notes
purchased by or through such Distribution Agent to such
accounts as the relevant Distribution Agent has directed
with Euroclear and/or Clearstream, Luxembourg.
	 	 	 	 	 
	 	 	 	 	Euroclear and/or Clearstream, Luxembourg debit and
credit accounts in accordance with instructions received
by them.
	 	 	 	 	 
	 	 	 	 	The Closing Bank makes payment to the Bank on the
Original Issue Date of the aggregate amount received by it
to such account of the Bank as shall have been notified to
the Closing Bank for that purpose by the relevant bank.
	 	 	 	 	 
	On or subsequent to
the Original Issue
Date	 	 	 	The London Issuing Agent notifies the Bank forthwith in
the event that the relevant Distribution Agent does not pay
the purchase price due from it in respect of the Bank
Notes.
	 	 	 	 	 
	 	 	 	 	The relevant Distribution Agent notifies the London
Issuing Agent that the distribution of the Bank Notes
purchased or placed by it has been completed.



I-15