Exhibit 4.5.5
[Face of Note]
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 DEPOSITORY 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. 14040HAF2
No. R-001 $300,000,000
CAPITAL ONE FINANCIAL CORPORATION
8 3/4% NOTES DUE FEBRUARY 1, 2007
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
THREE HUNDRED 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 February
1, 2007 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 February 1 and August 1 of each
year (each an "interest payment date"), commencing August 1, 2002, on said
principal sum in like coin or currency at the rate per annum set forth above at
said office or agency from January 30, 2002 or from the most recent February 1
or August 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
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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 January 15
or July 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 into account any applicable grace period, in which
case such defaulted interest shall be paid as set forth in the
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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, 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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: January 30, 2002
CAPITAL ONE FINANCIAL CORPORATION
By: _____________________________
Name:
Title:
[CORPORATE SEAL] Attest By: ______________________
Name:
Title:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities issued under the within-mentioned
Senior Indenture.
Dated: January 30, 2002
BNY MIDWEST TRUST COMPANY,
as Trustee
By:_______________________
Authorized Officer
[Reverse of Note]
Capital One Financial Corporation
8 3/4% Notes Due February 1, 2007
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 BNY Midwest Trust
Company, as successor 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 "8 3/4 % Notes Due February 1, 2007" of the Company
(hereinafter called the "Notes"), issued under the Senior Indenture.
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 February 1,
2007. The Notes rank on parity with all other unsecured, unsubordinated
indebtedness of the Company.
The Notes will bear interest at the rate of 8 3/4% per annum.
The Notes are not redeemable prior to maturity.
The Notes are not entitled to any sinking fund.
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
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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 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
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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 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 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.
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 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 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 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,
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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
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OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
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WITH THE LAWS OF SAID STATE.
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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.