CAPITAL ONE FINANCIAL CORPORATIONUnderwriting Agreement • May 22nd, 2009 • Capital One Financial Corp • State commercial banks • New York
Capital One Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $1,000,000,000 principal amount of its 7.375% Senior Notes due 2014 (the “Securities”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for which you are acting as the 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 The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as Trustee (the “Trustee”).
