<PAGE>
                                                                   EXHIBIT 4.5.2


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TRUST COMPANY OR ANY SUCCESSOR DEPOSITARY
APPOINTED AS SUCH PURSUANT TO THE SENIOR INDENTURE (THE "DEPOSITARY") TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO SUCH A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY
OR ITS NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR
ITS NOMINEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF HAS AN INTEREST
HEREIN.

CUSIP No. 14040HAA3                                                 $125,000,000
No. R-001



                       CAPITAL ONE FINANCIAL CORPORATION

                              7.25% NOTES DUE 2003

          Capital One Financial Corporation, a corporation duly organized and
existing under the laws of Delaware (the "Company"), for value received, hereby
promises to pay to Cede & Co. or registered assigns the principal sum of ONE
HUNDRED TWENTY-FIVE MILLION United States Dollars at the Company's office or
agency for said purpose in the Borough of Manhattan, The City of New York, on
December 1, 2003 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, and to pay interest semi-annually in arrears on June 1 and December 1 of
each year (each an "interest payment date"), commencing June 1, 1997, on said
principal sum in like coin or currency at the rate per annum set forth above at
said office or agency from December 10, 1996 or from the most recent June 1 or
December 1, as the case may be, to which interest on the Securities has been
paid or duly provided for, until payment of said principal sum has been made or
duly provided for; provided that, unless this Security is a Security issued in
global form (a "Global Security"), interest may be paid, at the option of the
company, by mailing a check therefor payable to the Holder entitled thereto at
his last address as it appears on the Security Register. The interest so
payable will be paid to the Person in whose name this Global Security (or one
or more Predecessor Securities) is registered at the close of business on the
May 15 or November 15, as the case may be, next preceding such interest payment
date, unless the Company shall default in the payment of interest due on such
interest payment date after taking

                                      F-1

<PAGE>
into account any applicable grace period, in which case such defaulted interest
shall be paid as set forth in the Senior Indenture. Notwithstanding the
foregoing, as long as this Security is a Global Security, the Company shall pay
or cause to be paid the principal of, and interest on, this Security to the
Holder hereof or a single nominee of the Holder, or, at the option of the
Company, to such other Persons as the Holder hereof may designate, by wire
transfer of immediately available funds on the date such payments are due.

          Reference is made to the further provisions set forth on the reverse
hereof. 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.





                                      F-2

<PAGE>
          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


Dated:          , 1996
      ----------
                                        CAPITAL ONE FINANCIAL CORPORATION


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:



[CORPORATE SEAL]                        Attest By:
                                                  ------------------------------
                                                  Name:
                                                  Title:





                    This is one of the Securities issued under the
within-mentioned Senior Indenture.

Dated:             , 1996
      -------------
                                        HARRIS TRUST AND SAVINGS BANK

                                        By:
                                           -------------------------------------
                                               Authorized Officer






                                     F-3

<PAGE>
                       Capital One Financial Corporation

                              7.25% Notes Due 2003


          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 an Indenture, dated as of November 1, 1996 (the "Senior Indenture"), and
duly executed and delivered by the Company to Harris Trust and Savings Bank, as
trustee (hereinafter, the "Trustee"), to which reference to the Senior
Indenture 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 "7.25% Notes due 2003" of the
Company (hereinafter called the "Notes"), issued under the Senior Indenture and
limited in aggregate principal amount to $125,000,000.

          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 will be direct, unsecured obligations of the Company and will mature
on December 1, 2003. The Notes rank on parity with all other unsecured,
unsubordinated indebtedness of the Company.

          The Notes are not redeemable prior to maturity and are not entitled
to any sinking fund.

          The Notes will bear interest at the rate of 7.25% per annum (the
"Initial Rate"), subject to a possible increase to 7.45% per annum depending
upon the Initial Rating. "Initial Rating" means the rating initially assigned
to the Notes by the National Association of Insurance Commissioners (the
"NAIC"). The Initial Rate will be increased (the "Interest Adjustment") to
7.45% per annum (the "Adjusted Rate") if either (a) the Initial Rating is below
NAIC-2 or (b) no Initial Rating has been assigned to the Notes as of June 1,
1997. The effective date of the Interest Adjustment, if any, will be (i) in the
event described in clause (a) above, the earlier of the date the Initial Rating
is publicly announced or notice thereof is received by the Company, provided
that if such public announcement or notice occurs between a record date and an
interest payment date, such effective date shall be such interest payment date,
or (ii) in the event described in clause (b) above, June 1, 1997 (each of the
dates described in clauses (i) and (ii) an "Interest Adjustment Date"). If the
Initial Rating is NAIC-2 or better, there will not be any Interest Adjustment,
whether as a result of a change in the NAIC rating assigned to the Notes
subsequent to the determination of the Initial Rating or of any other event.
There will not be more than one Interest Adjustment under any circumstances.





                                      B-1

<PAGE>
          Commencing on and after the Interest Adjustment Date, if any, the
Notes will bear interest at the Adjusted Rate. If the Interest Adjustment
occurs during the first interest payment period, the Notes will bear interest
for such interest payment period at a rate per annum equal to the weighted
average of the Initial Rate and the Adjusted Rate, calculated by multiplying
the Initial Rate or the Adjusted Rate, as applicable, by the number of days
such interest rate is in effect during each month of such interest payment
period, determining the sum of such products, and dividing such sum by the
number of days in such interest payment period. All calculations pursuant to
the preceeding sentence and of interest on the Notes will be made on the basis
of 360-day year consisting of twelve 30-day months.

          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 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 in other situations, to execute supplemental indentures
adding to, modifying or changing various provisions to the Senior Indenture;
provided that no such supplemental indenture, without the consent of the Holder
of each Outstanding Security 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 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, or change the Company's obligation to pay
additional amounts (except as otherwise contemplated in the Senior Indenture);
(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 hereunder and
their consequences) provided for in the Senior Indenture; 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 Security 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 for such compliance, 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 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.

                                      B-2

<PAGE>
          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 is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Note at the place, at the respective times, at the
rate and in the coin and currency herein prescribed.

          The Notes are issuable in registered form without coupons in
denominations of $1,000 and any multiple thereof.

          At the office or agency of the Company referred to on the face hereof
and in the manner and subject to the limitations provided in the Senior
Indenture, the Notes may be exchanged for a like aggregate principal amount of
Notes of other authorized denominations.

          Upon due presentment for registration of transfer of the Notes at the
above-mentioned office or agency 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 absolute owner of this
Note (whether or not this Note shall be overdue and made by anyone other than
the Company or the Trustee or any authorized agent of the Company or the
Trustee), for the purpose of receiving payment of, or on account of, the
principal hereof and, subject to the provisions on the face hereof, 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 the
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 DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE
STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF SAID STATE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.

          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.





                                      B-3