56,000,000 SHARES OF COMMON STOCK OF CAPITAL ONE FINANCIAL CORPORATION UNDERWRITING AGREEMENT May 11, 2009Underwriting Agreement • May 12th, 2009 • Capital One Financial Corp • State commercial banks • New York
Capital One Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell 56,000,000 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”) to you (the “Underwriter”). In addition, the Company proposes to grant to the Underwriter the option to purchase from the Company up to an additional 8,400,000 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.
