Exhibit 4.1
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---NUMBER--- [PICTURE APPEARS HERE] ---SHARES---
CO
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COMMON STOCK COMMON STOCK
THIS CERTIFICATE
IS TRANSFERABLE IN
NEW YORK, N.Y. AND
SEE REVERSE INCORPORATED UNDER THE LAWS RIDGEFIELD PARK,
FOR CERTAIN OF THE STATE OF DELAWARE N.J.
DEFINITIONS
[LOGO OF CAPITAL ONE APPEARS HERE] CUSIP 14040H 10 5
CAPITAL ONE FINANCIAL CORPORATION
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THIS CERTIFIES THAT
IS THE OWNER OF
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Capital One Financial Corporation transferable on the books of the Corpor-
ation in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.
This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated
CERTIFICATE OF STOCK
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. [SEAL OF CAPITAL /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
ONE APPEARS HERE]
CORPORATE SECRETARY CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
TRANSFER AGENT AND REGISTRAR,
BY
AUTHORIZED SIGNATURE
(C)UNITED STATES BANKNOTE CORPORATION AMERICAN BANK NOTE COMPANY
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CAPITAL ONE FINANCIAL CORPORATION
The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Any such request should be addressed to the
Corporate Secretary of the Corporation or to the Transfer Agent named on the
face of this certificate.
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KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR
DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
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The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian
TEN ENT -- as tenants by the entireties ------------- -----------------
JT TEN -- as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act
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(State)
Additional abbreviations may also be used though not in the above list.
For value received, _____ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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____________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)
____________________________________________________________
____________________________________________________________
____________________________________________________ shares
of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
_____________________________________________________ Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURES(S) GUARANTEED
By
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION,
(Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT
TO S.E.C. RULE 17Ad-15.
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement between Capital One Financial Corporation and
First Chicago Trust Company of New York, dated as of November 16, 1995, as it
may from time to time be supplemented or amended pursuant to its terms (the
"Rights Agreement"), the terms of which are hereby incorporated by reference and
a copy of which is on file at the principal executive offices of Capital One
Financial Corporation. Under certain circumstances as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. Capital One Financial Corporation will
mail to the registered holder of this certificate a copy of the Rights Agreement
without charge promptly after receipt of a written request therefor. Under
certain circumstances provided for in the Rights Agreement, Rights issued to, or
beneficially owned by any Person who is an Acquiring Person or an Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement) or any
subsequent holder of such Rights shall become null and void.