CAPITAL SECURITIES GUARANTEE AGREEMENT Capital One Trust [ ] Dated as of [ ], 20 [ ]Securities Guarantee Agreement • July 11th, 2005 • Capital One Capital II • Personal credit institutions • New York
This GUARANTEE AGREEMENT (the "Capital Securities Guarantee"), dated as of [ ], 20[ ], is executed and delivered by Capital One Financial Corporation, a Delaware corporation (the "Guarantor"), and The Bank of New York, as trustee (the "Capital Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Capital One Trust [ ], a Delaware statutory trust (the "Issuer").
CAPITAL ONE FINANCIAL CORPORATION [____]% Notes Due [_____] UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2005 • Capital One Capital II • Personal credit institutions • New York
Capital One Financial Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $[___] principal amount of its [__]% Notes due [__] (the "Securities") to the several underwriters named in Schedule I hereto (the "Underwriters"), for which you are acting as representatives (the "Representatives"). The Securities are to be issued pursuant to the provisions of a Senior Indenture dated as of November 1, 1996 (the "Senior Indenture") between the Company and BNY Midwest Trust Company (as successor to Harris Trust and Savings Bank), as Trustee (the "Trustee").
Securities CAPITAL ONE CAPITAL [__] [__]% Trust Preferred Securities ($[__________] Liquidation Amount per Security) Fully and unconditionally guaranteed on a junior subordinated basis, as described in the Prospectus, by CAPITAL ONE FINANCIAL...Capital One Capital II • July 11th, 2005 • Personal credit institutions • New York
The Securities are to be issued under an amended and restated declaration of trust (the “Trust Agreement”), dated as of ___________, among the Company, as sponsor, the trustees named therein and the holders from time to time of undivided beneficial interests in the assets of the Trust. The Securities will be guaranteed by the Company on a junior subordinated basis with respect to distributions and amounts payable upon liquidation or redemption (the “Guarantee”), to the extent described in the Prospectus (as defined below), pursuant to a guarantee agreement (the “Guarantee Agreement”), dated as of ___________, between the Company and The Bank of New York as guarantee trustee (the “Guarantee Trustee”).
