Exhibit 4.1



 Exhibit 4.1 
  

THIS IS A SECURITY IN GLOBAL FORM WITHIN THE MEANING OF THE SENIOR INDENTURE REFERRED TO HEREINAFTER. 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
“DEPOSITARY”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE SENIOR INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
  

			
	 CUSIP No. 14040 HAM 7
 ISIN No. US 14040 HAM 79
 No. R-1
	  	Principal Amount $500,000,000

  
 CAPITAL ONE FINANCIAL
CORPORATION 
  
 5.50% SENIOR NOTES DUE JUNE 1, 2015 
  
 Capital One Financial Corporation, a Delaware corporation (the
“Company”), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of FIVE HUNDRED MILLION United States Dollars, at the Company’s office or agency for said purposes, on June 1, 2015.

  
 Interest Payment Dates: December 1 and June 1 
  
 Regular Record Dates: November 15 and May 15 
  
 Reference is made to the further provisions set forth on the reverse hereof,
including the definitions of certain capitalized terms. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
  
 This Security shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by
the Trustee acting under the Senior Indenture. 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  
 Dated: May 24, 2005 
  

			
	 CAPITAL ONE FINANCIAL CORPORATION

		
	 By:
	 	 /s/ Stephen Linehan


	 Name:
	 	 Stephen Linehan

	 Title:
	 	 Senior Vice President and Treasurer

		
	 Attest By:
	 	 /s/ Jean Traub


	 Name:
	 	 Jean Traub

	 Title:
	 	 Assistant Secretary



  

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 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Securities issued under the within-mentioned Senior Indenture. 
  
 Dated: May 24, 2005 
  

			
	 BNY MIDWEST TRUST COMPANY,
 as Trustee

		
	 By:
	 	 /s/ Daniel G. Donovan


	 	 	 Authorized Signatory



  

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 [Reverse of Note] 
  

Capital One Financial Corporation 
  
 5.50% Senior Notes Due June 1, 2015 
  
 This Security is one of a duly authorized issue of debt securities of the Company, of the series hereinafter specified, all issued or to be issued under a
Senior Indenture, dated as of November 1, 1996 (the “Senior Indenture”), and duly executed and delivered by the Company to BNY Midwest Trust Company, as successor to Harris Trust and Savings Bank, as trustee (hereinafter, the
“Trustee”). Reference to the Senior Indenture and the Officer’s Certificate thereunder establishing the terms of this Security is hereby made for a description of the respective rights and duties thereunder of the Trustee, the Company
and the Holders of the Securities. This Security is one of a series designated as the “5.50% Senior Notes Due June 1, 2015” of the Company (hereinafter called the “Notes”), issued under the Senior Indenture. Each Holder by
accepting a Note, agrees to be bound by all terms and provisions of the Senior Indenture, as amended from time to time, applicable to the Notes. 
  
 Neither the Senior Indenture nor the Notes limit or otherwise restrict the amount of indebtedness which may be incurred or other securities which may be
issued by the Company. The Notes issued under the Senior Indenture are direct, unsecured obligations of the Company and will mature on June 1, 2015. The Notes rank on parity with all other unsecured, unsubordinated indebtedness of the Company.

  
 The Company promises to pay interest on the principal amount
of this Note at the rate per annum shown above. The Company will pay interest semi-annually in arrears on December 1 and June 1 of each year (each an “interest payment date”), commencing on December 1, 2005. Interest on the Note will
accrue from May 24, 2005 or from the most recent December 1 or June 1, as the case may be, to which interest on the Notes has been paid or duly provided for, until payment of said principal sum has been made or duly provided for. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest to the Person in whose name this Note is registered at the close of business on November 15 or May 15, as the case may be, next preceding the applicable
interest payment date, except that the Company will pay interest payable at the maturity date of this Note to the Person or Persons to whom principal is payable. The Company will pay interest in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and private debts. The Company will make payments in respect of Notes in global form (including principal and interest) to the Holder thereof or a nominee of the Holder, by
wire transfer of immediately available funds as of the close of business on the date such payments are due. 
  
 If the Company defaults in the payment of interest due on any interest payment date after taking into account any applicable grace period, such defaulted
interest shall be paid as set forth in the Senior Indenture. 







 The Notes are not redeemable prior to maturity. 
  
 The Notes are not entitled to any sinking fund. 
  
 The Notes are subject to defeasance pursuant to Section 402 of the Senior
Indenture. 
  
 The provisions in Section 305 of the Senior
Indenture are applicable to the Notes. 
  
 The Notes are not
convertible into common stock of the Company. 
  
 In case an Event
of Default shall have occurred and be continuing with respect to the Notes, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the
Senior Indenture. The Senior Indenture provides that in certain circumstances such declaration and its consequences may be waived by the Holders of not less than a majority in aggregate principal amount of the Notes then Outstanding. However, any
such consent or waiver by the Holder shall not affect any subsequent default or impair any right consequent thereon. 
  
 The Senior Indenture permits the Company and the Trustee, without the consent of the Holders of the Notes for certain situations and with the consent of
not less than two-thirds of the Holders in aggregate principal amount of the Outstanding Notes of each series affected by such supplemental indenture in other situations, to execute supplemental indentures adding to, modifying, or changing various
provisions of, the Senior Indenture; provided that no such supplemental indenture, without the consent of the Holder of each Outstanding Note affected thereby, shall (i) change the Stated Maturity of the principal of, or any installment of
interest on, the Notes, or reduce the principal amount thereof or the rate of interest thereon, or change the place or currency of payment of principal of, or interest on, the Notes, or impair the right to institute suit for the enforcement of any
payment on or after the Stated Maturity thereof; (ii) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for
any waiver (of compliance with certain provisions of the Senior Indenture or certain defaults thereunder and their consequences) provided for in the Senior Indenture, or reduce the requirements of Section 1504 for quorum or voting; or (iii) modify
any of the provisions of Sections 902, 513 or 1008 of the Senior Indenture, except to increase any such percentage or provide that certain other provisions of the Senior Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Note affected thereby. 
  
 The Company may omit
in any particular instance to comply with any term, provision or condition set forth in Section 1005, 1006 or 1007 of the Senior Indenture, if before the time it would have to comply, the Holders of at least a majority in principal amount of the
Outstanding Notes, by act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such 

  

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term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
  
 No reference herein to the Senior Indenture and no provision of this Note or
of the Senior Indenture shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the respective times and at the rate herein prescribed.

  
 The Notes are issuable in registered form without coupons in
minimum denominations of $1,000 and any multiple thereof. A Holder may exchange the Notes for a like aggregate principal amount of Notes of other authorized denominations in the manner and subject to the limitations provided in the Senior Indenture.

  
 Upon due presentment for registration of transfer of the Notes
at the office or agency for said purpose of the Company, a new Note or Notes of authorized denominations, for a like aggregate principal amount, will be issued to the transferee as provided in the Senior Indenture. No service charge shall be made
for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. 
  
 Prior to due presentation of this Note for registration of transfer, the Company, the Trustee, and any authorized agent of
the Company or the Trustee, may deem and treat the Holder hereof as the owner of the Note (whether or not any payment with respect to this Note shall be overdue), for the purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions herein, interest hereon and for all other purposes, and neither the Company nor the Trustee nor any authorized agent of the Company or the Trustee shall be affected by any notice to the contrary. 
  
 No recourse shall be had for the payment of the principal of, or interest on,
this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Senior Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. 
  
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  
 All terms used in this Note (and not otherwise defined in this Note) that are
defined in the Senior Indenture shall have the meanings assigned to them in the Senior Indenture. 
  

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