0000950133-03-002782 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 11th, 2003 • Capital One Financial Corp • Personal credit institutions • Virginia

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 18th day of July, 2003 by and between Capital One Financial Corporation, a Delaware corporation (the “Company”), and Nigel W. Morris (the “Executive”).

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CREDIT AGREEMENT Dated as of May 5, 2003
Credit Agreement • August 11th, 2003 • Capital One Financial Corp • Personal credit institutions • New York

CAPITAL ONE BANK (EUROPE) PLC, a corporation organized under the laws of England (“COBE”; each of COFC, COB, FSB and COBE is herein referred to as a “Borrower” and, collectively, as the “Borrowers”);

Capital One Bank Senior and Subordinated Global Bank Notes Due From 30 Days to 30 Years or More from Date of Issue AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • August 11th, 2003 • Capital One Financial Corp • Personal credit institutions • New York

We, David R. Lawson, the Chief Financial Officer, Capital One Financial Corporation, and Stephen Linehan, Treasurer and Vice President, Corporate Treasury, respectively, of Capital One Bank, a banking corporation duly organized and validly existing in good standing under the laws of the Commonwealth of Virginia (the “Bank”), pursuant to Section 6(b)(i) of the Amended and Restated Distribution Agreement, dated May 8, 2003 (the “Distribution Agreement”), among each of the Bank, J.P. Morgan Securities Inc., J.P. Morgan Securities Ltd., Banc of America Securities LLC, Banc of America Securities Limited, Barclays Capital Inc., Barclays Bank PLC, Credit Suisse First Boston LLC, Credit Suisse First Boston (Europe) Limited, Deutsche Bank Securities Inc., Deutsche Bank AG London, Lehman Brothers Inc., Lehman Brothers International (Europe), Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, Citigroup Global Markets Inc., Citigroup Global Markets Limited, and Wachovia

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