14,000,000 SHARES OF COMMON STOCK OF CAPITAL ONE FINANCIAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2008 • Capital One Financial Corp • State commercial banks • New York
Capital One Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell 14,000,000 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for which you are acting as the Representatives (the “Representatives”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 2,100,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
