EXHIBIT 4.1



 PRICING SUPPLEMENT DATED FEBRUARY 3, 2004 
 (to Offering Circular dated May 8, 2003) 
  
 Capital One Bank 
 (a Bank organized pursuant to the Laws of Virginia) 
  
 Global Bank Notes 
 Issue of US$500,000,000 5.125% Senior Bank Notes due 2014 
  
 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. 
  

					
			
	1.	 	Issuer:	 	Capital One Bank
			
	2.	 	 (i)     Series Number:
	 	5
			
	 	 	 (ii)    Tranche Number:
	 	Not Applicable
			
	3.	 	Specified Currency:	 	USD
			
	4.	 	Aggregate Principal Amount:	 	$500,000,000
			
	5.	 	Original Issue Date and Interest Commencement Date:	 	February 10, 2004
			
	6.	 	Stated Maturity Date:	 	February 15, 2014
			
	7.	 	Status of the Notes:	 	Senior
			
	8.	 	Interest Basis:	 	5.125 per cent Fixed Rate
			
	9.	 	Redemption/Payment Basis:	 	Redemption at par
			
	10.	 	Change of Interest or Redemption/Payment Basis:	 	Not Applicable
			
	11.	 	Redeemable at Option of Issuer/Holder:	 	Not Applicable
			
	12.	 	Issue Price:	 	99.898 per cent of the aggregate principal amount of the Notes
			
	13.	 	Default Rate (if other than Interest Rate):	 	Not Applicable (Required only for listed issues)
			
	14.	 	Authorized Denominations:	 	Minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof
			
	15.	 	Listing:	 	None
			
	16.	 	Method of distribution:	 	Syndicated

  










					
	 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
  

			
	17.	 	Fixed Rate Note Provisions:	 	Applicable
			
	 	 	 (i)     Interest Rate(s):
	 	5.125 per cent per annum payable semi-annually in arrears
			
	 	 	 (ii)    Interest Payment Date(s):
	 	August 15 and February 15 (or the next Business Day) in each year commencing on August 15, 2004 up to and including the Stated Maturity Date
			
	 	 	 (iii)  Day Count Convention:
	 	30/360
			
	 	 	 (iv)   Interest Determination Date(s):
	 	Not Applicable
			
	 	 	 (v)    Other terms relating to the method of calculating interest for Fixed Rate Notes:
	 	None
			
	18.	 	Floating Rate Note Provisions:	 	Not Applicable
			
	19.	 	Discount Note (including Zero Coupon Note) Provisions:	 	Not Applicable
			
	20.	 	Index/Formula Linked Interest Note Provisions:	 	Not Applicable
			
	21.	 	Dual Currency Note Provisions:	 	Not Applicable
	
	PROVISIONS RELATING TO REDEMPTION
			
	22.	 	Redeemable at Option of Issuer:	 	Not Applicable
			
	23.	 	Repayable at Option of Holders:	 	Not Applicable

  










					
	 GENERAL PROVISIONS APPLICABLE TO THE NOTES
  

			
	24.	 	Form of Notes:	 	 
			
	 	 	 (i)     Bearer Notes:
	 	Not Applicable
			
	 	 	 (ii)    Registered Notes:
	 	 
			
	 	 	 — Registrar:
	 	JPMorgan Chase Bank
			
	 	 	 — Transfer Agent:
	 	JPMorgan Chase Bank
			
	 	 	 — Record Dates:
	 	15th calendar day (whether or not a Business Day) next
preceding the applicable Interest Payment Date
			
	25.	 	Partly Paid Notes:	 	Not Applicable
			
	26.	 	Installment Notes:	 	 
			
	 	 	 (i)     Installment amount(s):
	 	Not Applicable
			
	 	 	 (ii)    Installment date(s):
	 	Not Applicable
			
	27.	 	Other terms or specified conditions:	 	Not Applicable
			
	28.	 	Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature):	 	Not Applicable
			
	29.	 	Details of any additional or different Paying Agents, Registrars, London Issuing Agents, Transfer Agents:	 	Not Applicable
	
	DISTRIBUTION
			
	30.	 	 (i)     If syndicated, names of Distribution Agents:
	 	Banc of America Securities LLC, Barclays Capital Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc.
			
	 	 	 (ii)    Stabilization Manager (if any):
	 	Barclays Capital Inc.
			
	 	 	 	 	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
			
	32.	 	Additional selling restrictions:	 	Not Applicable
	
	OPERATIONAL INFORMATION
			
	33.	 	CUSIP Code:	 	14040EHK1
			
	34.	 	ISIN Code:	 	US14040EHK10
			
	35.	 	Common Code:	 	018580993
			
	36.	 	Clearing System(s):	 	DTC, Euroclear and Clearstream, Luxembourg
			
	37.	 	Delivery:	 	Delivery against payment
			
	38.	 	Redenomination applicable:	 	Redenomination not applicable
			
	39.	 	“Business Day” definition (if other than as defined in the Offering Circular):	 	Not Applicable
			
	40.	 	Governing Law:	 	New York

  









 RESPONSIBILITY 
  
 The Issuer accepts responsibility for the information contained in this Pricing Supplement. 
  

			
	 Signed on behalf of the Issuer:

		
	 By:
	 	 /s/ Tom Feil

	 	 	

	 	 	Tom Feil, Vice President, Capital Markets Duly Authorized

  









  
 REGISTERED GLOBAL NOTE

  
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITARY”) TO CAPITAL ONE BANK (THE “BANK”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON
REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 THIS NOTE IS A GLOBAL SECURITY AND, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, IT MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. 
  
 THE OBLIGATION EVIDENCED BY THIS NOTE IS A
DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF THE BANK. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED INDEBTEDNESS OF THE BANK, EXCEPT OBLIGATIONS,
INCLUDING ITS DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
(“FDIC”) OR ANY OTHER INSURER OR GOVERNMENT AGENCY. 
  
 THIS NOTE
IS ISSUABLE ONLY IN MINIMUM DENOMINATIONS OF US$100,000 AND INTEGRAL MULTIPLES OF US$1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF US$100,000 PRINCIPAL AMOUNT OR ANY INTEGRAL
MULTIPLE OF US$1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES. 
  

 6 









			
	 No. R-                     
 CUSIP No.: 14040EHK1
 ISIN No.: US14040EHK10
 Common Code: 018580993
	  	REGISTERED

  
 CAPITAL ONE BANK

 GLOBAL BANK NOTE 
 (Registered Global Note) 
  

					
			
	ORIGINAL ISSUE DATE:	 	February 10, 2004	 	PRINCIPAL AMOUNT: $500,000,000
			
	 	 	 	 	SPECIFIED CURRENCY:
			
	MATURITY DATE:	 	February 15, 2014	 	x U.S. dollar
			
	x FIXED RATE NOTE	 	 	 	 ̈ Other:
			
	 ̈ FLOATING RATE NOTE	 	 	 	 

  
 CAPITAL ONE BANK, a bank organized
under the laws of the Commonwealth of Virginia (the “Bank”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount specified above as adjusted in accordance with Schedule 1 hereto,
on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon in accordance with the provisions set forth on the reverse hereof under the caption “Fixed Rate Interest
Provisions,” as such provisions may be modified or supplemented by the terms and provisions set forth in the Pricing Supplement attached hereto (the “Pricing Supplement”), and (to the extent that the payment of such
interest shall be legally enforceable) to pay interest at the Interest Basis specified in the Pricing Supplement on any overdue principal and premium, if any, and on any overdue installment or interest. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on the fifteenth calendar day (whether or not a Business Day (as defined on the
reverse hereof)) next preceding the applicable Interest Payment Date (unless otherwise specified in the Pricing Supplement) (each, a “Regular Record Date”); provided, however, that interest payable
at Maturity (as defined on the reverse hereof) will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of
business on such Regular Record Date, and shall instead be payable to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the
“Special Record Date”) to be fixed by the Registrar (as defined below), notice 

  

 7 








 
whereof shall be given by the Registrar to the holder of this Note not less than 15 calendar days prior to such Special Record Date. 
  
 This Note is one of a duly authorized issue of the Bank’s notes due from 30 days to 30
years or more from date of issue (the “Notes”). The Notes are issued in accordance with the Amended and Restated Global Agency Agreement, dated as of May 8, 2003 (the “Global Agency Agreement”), among
the Bank and JPMorgan Chase Bank as paying agent (the “Domestic Paying Agent”) and as registrar (the “Registrar”), JPMorgan Chase Bank, London Branch, as paying agent (the “London
Paying Agent”) and as issuing agent (the “London Issuing Agent”) and J.P. Morgan Bank Luxembourg S.A. as transfer agent (the “Transfer Agent”) and as paying agent (the
“Luxembourg Paying Agent,” 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”). The terms Domestic Paying Agent, Registrar, London Paying Agent, London Issuing Agent, Luxembourg Paying Agent, Transfer Agent and Listing Agent shall
include any additional or successor agents appointed in such capacities by the Bank. 
  
 The Bank shall cause to be kept at the office of the Registrar designated below a register (the register maintained in such office or any other office or agency of the Registrar, herein referred to as the “Note
Register”) in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration of Notes issued in registered form and of transfers and exchanges of such Notes. The Bank has initially
appointed JPMorgan Chase Bank, acting through its principal office at 4 New York Plaza, 15th Floor, New York, New
York 10004, as “Registrar” for the purpose of registering Notes issued in registered form and transfers and exchanges of such Notes. The Bank reserves the right to rescind such designation at any time, and to transfer such function to
another bank or financial institution. 
  
 The transfer of this Note is
registrable in the Note Register, upon surrender of the Note for registration of transfer at the office of the Registrar or any transfer agent maintained for that purpose, accompanied by a written instrument of transfer in form satisfactory to the
Registrar (or such transfer agent), duly executed by the registered holder hereof or its attorney duly authorized in writing. 
  
 The total amount of principal, premium, if any, and interest due on this Note on any Interest Payment Date or at Maturity, as the case may be, will be made available to
the relevant Paying Agent on such date. 
  
 Reference is made to the further
provisions of this Note set forth on the reverse hereof and in the Pricing Supplement, which further provisions shall for all purposes have the same effect as if set forth at this place. In the event of any conflict between the provisions contained
herein or on the reverse hereof and the provisions contained in the Pricing Supplement attached hereto, the latter shall control. References herein to “this Note,” “hereof,” “herein” and comparable terms shall include
the Pricing Supplement attached hereto. 
  
 Unless the certificate of
authentication hereon has been executed by the Registrar, by manual signature of an authorized signatory, this Note shall not be valid or obligatory for any purpose. 
  
 This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of
law principles thereof. 
  

 8 








 IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed. 
  

			
	 CAPITAL ONE BANK

		
	 By:
	 	 /s/ Stephen Linehan

	 	 	

	 	 	 Name: Stephen Linehan

	 	 	 Title: Senior Vice President and Treasurer



  

			
	Dated:
	
	REGISTRAR’S CERTIFICATE OF AUTHENTICATION
	
	This is one of the Notes referred to in the within-mentioned Global Agency Agreement.
	
	 JPMORGAN CHASE BANK,
 as
Registrar

		
	 By:
	 	 /s/ Guy Marzella

	 	 	

	 	 	 Name: Guy Marzella

	 	 	 Title: AVP


  

 9 








 REVERSE OF NOTE 
  

The Notes are issuable only in denominations of US$100,000 and integral multiples of US$1,000 in excess thereof (or equivalent denominations in other currencies,
subject to any other statutory or regulatory minimums). This Note, and any Note issued in exchange or substitution herefor or in place hereof, or upon registration of transfer, exchange or partial redemption or repayment of this Note, may be issued
only in an Authorized Denomination specified in the Pricing Supplement. 
  
 Unless
otherwise provided herein (or in the Pricing Supplement), the principal of, and premium, if any, and interest on, this Note are payable in the Specified Currency indicated on the face hereof (or, if such Specified Currency is not at the time of such
payment legal tender for the payment of public and private debts, in such other coin or currency of the country which issued such Specified Currency as at the time of such payment is legal tender for the payment of debts). 
  
 JPMorgan Chase Bank shall initially act as domestic paying agent (the “Domestic
Paying Agent”) and the Bank has initially appointed JPMorgan Chase Bank, London Branch, acting through its specified office in London as London paying agent (the “London Paying Agent”) and J.P. Morgan Chase Bank Luxembourg
S.A. as 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 such terms shall include any additional or successor paying agents appointed pursuant to the Global Agency Agreement (as defined on the face hereof)) in respect of the Notes. This Note may be presented or surrendered for payment, and notices,
designations or requests in respect of payments with respect to this Note may be served, at the office or agency of any Paying Agent maintained for that purpose. The Bank may at any time rescind any designation of a Paying Agent, appoint any
additional or successor Paying Agents or approve a change in the office through which a Paying Agent acts. 
  
 Fixed Rate Interest Provisions 
  
 The Bank will pay interest on each Interest Payment Date specified in the Pricing Supplement and on the Maturity Date or any redemption date (each such Maturity Date,
redemption date and the date on which the principal or an installment of principal is due and payable by declaration of acceleration as provided herein being hereinafter referred to as a “Maturity” with respect to the principal repayable
on such date), commencing on the first Interest Payment Date next succeeding the Original Issue Date specified on the face hereof (or if the Original Issue Date is between a Record Date and the Interest Payment Date immediately following such Record
Date, on the Second Interest Payment Date following the Original Issue Date), at the Interest Rate per annum specified in the Pricing Supplement, until the principal hereof is paid or duly made available for payment. 
  
 Payments of interest hereon will include interest accrued from and including the most recent
Interest Payment Date to which interest on this Note (or any predecessor Note) has been paid or duly provided for (or, if no interest has been paid or duly provided for, from and including the Original Issue Date) to but excluding the relevant
Interest Payment Date or Maturity, as the case may be. Unless otherwise specified in the Pricing Supplement, interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months. 
  

 10 








 Unless otherwise provided herein, if any Interest Payment Date or the Maturity of this Note falls on a day which is not a
Business Day, the related payment of principal of, or premium, if any, or interest on, this Note shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payments were due, and no interest shall
accrue on the amount so payable for the period from and after such Interest Payment Date or the Maturity, as the case may be. 
  
 Redemption 
  
 This Note will not be subject to any sinking fund. This Note may not be redeemed prior to the Maturity Date except as provided below in the event that any Additional
Amounts (as defined below) are required to be paid by the Bank with respect to this Note. 
  
 This Note will not be repayable at the option of the holder hereof prior to the Maturity Date. 
  
 Additional Amounts 
  
 All payments of principal (and premium, if any) and interest with respect to this Note will be made without withholding or deduction at source for, or on account of, any
present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by the United States or any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is
required by (i) the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration,
interpretation or enforcement of any such laws, regulations or rulings including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the United States or any political subdivision thereof). If a
withholding or deduction at source is required, the Bank will (subject to certain limitations and exceptions set forth below) pay to the holder hereof on behalf of an owner of a beneficial interest herein (an “Owner”) who is a
United States Alien (as defined below) such additional amounts (“Additional Amounts”) as may be necessary so that every net payment of principal (and premium, if any) or interest made to the holder hereof on behalf of such Owner,
after such withholding or deduction, will not be less than the amount provided for in this Note with respect to such Owner’s interest; provided, however, that the Bank shall not be required to make any payment of Additional
Amounts for or on account of: 
  
 (a) any tax,
fee, duty, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such Owner, if such Owner is an estate, trust, partnership or corporation) and the United States, including, without limitation, such Owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being
or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein, or (ii) the presentation of this Note for payment on a date more than 15 days after
the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; 
  
 (b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; 

 

 11 








 (c) any tax, fee, duty, assessment or other governmental charge imposed by reason of such
Owner’s past or present status as a personal holding company, foreign personal holding company, passive foreign investment company or controlled foreign corporation with respect to the United States or as a corporation which accumulates
earnings to avoid United States federal income tax; 
  
 (d) any tax, fee, duty, assessment or other governmental charge which is payable otherwise than by withholding from payments of principal or interest with respect to this Note; 
  
 (e) any tax, fee, duty, assessment or other governmental charge imposed on interest received by anyone who
owns (actually or constructively) 10% or more of the total combined voting power of all classes of stock of the Bank; 
  
 (f) any tax, fee, duty, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal
(and premium, if any) or interest with respect to this Note, if such payment can be made without such withholding by any other Paying Agent with respect to this Note; 
  
 (g) any tax, fee, duty, assessment or other governmental charge which would not have been imposed but for
the failure to comply with certification, information or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder hereof or of such Owner, if such compliance is required by
statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; 
  
 (h) any tax, assessment or other governmental charge imposed as a result of such holder of the Notes or
Coupon being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business; 
  
 (i) any tax, assessment or other governmental charge required to be imposed or withheld on a payment to an individual and such deduction
or withholding is required to be made pursuant to any European Union Directive on the taxation of savings implementing the political agreement reached at the ECOFIN Council meeting of January 21, 2003 or any law implementing or complying with, or
introduced in order to conform to, such Directive; or 
  
 (j) any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i); 
  
 nor shall Additional Amounts be paid to any holder of this Note on behalf of any Owner who is a fiduciary or partnership or other than the sole Owner to the extent a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or Owner would not have been entitled to payment of the Additional Amounts had such beneficiary, settlor, member or Owner been the sole Owner of this Note. 
  
 As used herein, the term “United States Alien” means any corporation, individual, fiduciary or partnership that for United States
federal income tax purposes is a foreign corporation, 

  

 12 








 
nonresident alien individual, nonresident alien fiduciary of a foreign estate or trust, or foreign partnership one or more members of which is a foreign
corporation, nonresident alien individual or nonresident alien fiduciary of a foreign estate or trust. 
  
 Whenever in this Note there is mentioned, in any context, the payment of the principal of (or premium, if any) or interest on, or in respect of, this Note, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for herein to the extent that, in such context, Additional Amounts are, were or would be payable in respect hereof pursuant to the provisions of this Note and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 
  
 Except as specifically provided herein (or in the Pricing Supplement) (i) neither the Bank nor any Paying Agent shall be required to make,
any payment with respect to any tax, fee, duty, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein; (ii) a Paying Agent on behalf of the Bank shall have the right, but
not the duty, to withhold from any amounts otherwise payable to a holder of this Note such amount as is necessary for the payment of any such taxes, fees, duties, assessments or other governmental charges; and (iii) if such an amount is withheld,
the amount payable to the holder of this Note shall be the amount otherwise payable reduced by the amount so withheld. 
  
 The Bank may redeem this Note in whole but not in part at any time at a redemption price equal to the principal amount hereof, together with accrued interest to but
excluding the date fixed for redemption, if the Bank shall determine, based upon a written opinion of independent counsel selected by the Bank, that (i) as a result of any change in or amendment to the laws (or any regulations or rulings promulgated
hereunder) of the United States (or of any political subdivision or taxing authority thereof or therein affecting taxation) or the relevant taxing jurisdiction (or political subdivision or taxing authority thereof or therein affecting taxation), or
(ii) any change in application or official interpretation of any such laws, regulations or rulings, which amendment or change is effective on or after the Original Issue Date, the Bank would be required to pay Additional Amounts on the occasion of
the next payment due with respect to such Note. 
  
 Notice of intention to redeem
this Note, in whole but not in part, pursuant to the immediately preceding paragraph will be given to the registered holder of this Note at least once not less than 30 days nor more than 60 days prior to the date fixed for redemption, provided
that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in
effect and cannot be avoided by the Bank’s taking reasonable measures available to it. From and after any redemption date, if monies for the redemption of this Note shall have been made available for redemption on such redemption date, this
Note shall cease to bear interest, and the only right of the holder of this Note shall be to receive payment of the principal amount hereof and all unpaid interest accrued to such redemption date. 
  

 13 








 Events of Default, Acceleration of Maturity 
  
 In respect of this Note, the occurrence of any of the following events shall constitute an
“Event of Default” with respect to this Note: 
  
 (i) default in the payment of any interest (including any Additional Amounts) with respect to this Note when due, which continues for 30 calendar days; 
  
 (ii) default, in the payment of any principal of, or premium, if any, on, this Note when due; 
  
 (iii) whatever the reason for such and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, the entry by a court having jurisdiction in the
premises of: 
  
 (a) a decree or order for relief
in respect of the Bank in an involuntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganization or other similar law; or 
  
 (b) a decree or order appointing a conservator, receiver, liquidator, assignee, trustee, sequestrator or any
other similar official of the Bank, or of substantially all of the property of the Bank, or ordering the winding up or liquidation of the affairs of the Bank, and the continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; or 
  
 (iv) the commencement by the Bank of a voluntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganization or other similar law or the commencement of any bankruptcy
or insolvency case or proceeding, or the filing by the Bank of a petition or answer or consent seeking reorganization or relief under any applicable United States federal or state law, or the consent by the Bank to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Bank or of substantially all of the property of the Bank, or the making by the Bank of an assignment for the
benefit of creditors, or the taking of corporate action by the Bank in furtherance of any such action. 
  
 If an Event of Default shall occur and be continuing, the holder of this Note may declare the principal amount of, and accrued interest and premium, if any, on, this Note due and payable immediately by written notice
to the Bank. Upon such declaration and notice, such principal amount (and premium, if any) and accrued interest shall become immediately due and payable. Any Event of Default with respect to this Note may be waived by the holder thereof. 

 
 This Note contains no limitation on the amount of senior debt, deposits or other
obligations that rank senior to this Note that may be hereafter incurred or assumed by the Bank. 
  
 Miscellaneous 
  
 As used herein, “Business Day” means, unless otherwise specified in the Pricing Supplement, a day which is both a day (other than a Saturday or a Sunday) on
which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings 

  

 14 








 
in foreign exchange and foreign currency deposits) in The City of New York, McLean, Virginia, and London. 
  
 Any action by the holder of this Note shall bind all future holders of this Note, and of any
Note issued in exchange or substitution hereof or in place hereof, in respect of anything done or permitted by the Bank or by the Paying Agents in pursuance of such action. 
  
 In case this Note shall at any time become mutilated, defaced, destroyed, lost or stolen, the London Issuing Agent or the Registrar, as
applicable, shall issue a replacement Note of like tenor and principal amount, having a serial number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Note or in lieu of this Note if it is destroyed, lost
or stolen, provided the applicant therefor prior to the issuance of such replacement Note shall have (i) furnished it with such evidence (including the serial number of the Note) and such indemnity as the Bank and the Registrar or the London
Issuing Agent, as the case may be, may require, (ii) in the case of any mutilated or defaced Note, surrendered such Note, and (iii) paid such costs as may be incurred in connection with the preparation and delivery of a new Note. If any Note which
has matured or has been redeemed or repaid or is about to mature or to be redeemed or repaid shall become mutilated, defaced, destroyed, lost or stolen, the Bank may, instead of issuing a substitute Note, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the holder with the provisions of this paragraph. 
  
 No recourse shall be had for the payment of principal of (and premium, if any) or interest on, this Note for any claim based hereon, or otherwise in respect hereof,
against any shareholder, employee, agent, officer or director, as such, past, present or future, of the Bank or of any successor organization, either directly or through the Bank or any successor organization, 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. 
  
 The Notes are issued in accordance with the Global Agency Agreement. The Notes may be amended
by the Bank, and the Global Agency Agreement may be amended by the parties thereto, (i) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained therein, (ii) to make any further
modifications of the terms of the Global Agency Agreement necessary or desirable to allow for the issuance of any additional Notes (which modifications shall not be materially adverse to holders of outstanding Notes) or (iii) in any manner which the
Bank (and, in the case of the Global Agency Agreement, the parties thereto) may deem necessary or desirable and which shall not materially adversely affect the interests of the holders of the Notes, to all of which each holder of Notes shall, by
acceptance thereof, be deemed to have consented; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby, (1) change the Maturity Date with respect to
any Note or reduce or cancel the amount payable at Maturity; (2) reduce the amount payable or modify the payment date for any interest with respect to any Note or vary the method of calculating the rate of interest with respect to any Note; (3)
reduce any Minimum Interest Rate and/or Maximum Interest Rate with respect to any Note; (4) modify the currency in which payments under any Note are to be made; (5) change the obligation of the Bank to pay Additional Amounts with respect to Notes;
or (6) reduce the percentage in principal amount of outstanding Notes the consent of the holders of which is necessary to modify the provisions of the Notes or to waive any future compliance or past default. Any instrument 

  

 15 








 
given by or on behalf of any holder of a Note in connection with any consent to any such modification, amendment or waiver shall be irrevocable once given
and shall be conclusive and binding on all subsequent holders of such Note. Any modifications, amendments or waivers to this Agreement or the provisions of the Notes, receipts, talons or coupons shall be conclusive and binding on all holders of
Notes, receipts, talons or coupons, whether or not notation of such modifications, amendments or waivers is made upon the Notes, receipts, talons or coupons. It will not be necessary for the consent of the holders of Notes to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. 
  
 No provision of this Note shall alter or impair the obligation of the Bank, which is absolute and unconditional, to pay principal of (and premium, if any) and interest
on, and any Additional Amounts with respect to, this Note in the Specified Currency indicated on the face hereof at the times, places and rate herein prescribed. 
  
 No service charge shall be made to a holder of this Note for any transfer or exchange of this Note, but the Bank or Registrar may require
payment of a sum sufficient to cover any stamp or other tax, duty, assessment or other governmental charge that may be imposed in connection therewith. 
  
 If this Note is in registered form, prior to due presentment of this Note for registration of transfer, the Bank, Domestic Paying Agent, Registrar, London Paying Agent,
Luxembourg Paying Agent, Transfer Agent and Listing Agent (collectively, together with any successors thereto, the “Agents”) or any agent of the Bank or the Agents may treat the holder in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither the Bank, the Agents nor any such agent shall be affected by notice to the contrary except as required by applicable law. 
  
 All notices to the Bank under this Note shall be in writing and addressed to the Bank at
Capital One Bank, 1680 Capital One Drive, McLean, Virginia 22102, USA, Attention: Treasurer; telephone: (703) 720-1000; and facsimile: (703) 720-2165 or to such other address of the Bank as the Bank may notify the holders of the Notes. 

 

 16