Morgan Stanley & Co. LLC New York, NY 10036-8293 Facsimile: (212) 537-1572 Telephone: (212) 507-0483 DATE: July 14, 2011 TO: Capital One Financial Corporation ATTENTION: Simon Fairclough TELEPHONE: FACSIMILE: FROM: Morgan Stanley & Co. LLC TELEPHONE:...Capital One Financial Corp • July 19th, 2011 • State commercial banks
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the share forward transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Capital One Financial Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Master Agreement specified below.
40,000,000 SHARES OF COMMON STOCK OF CAPITAL ONE FINANCIAL CORPORATION UNDERWRITING AGREEMENT July 14, 2011Underwriting Agreement • July 19th, 2011 • Capital One Financial Corp • State commercial banks • New York
Capital One Financial Corporation, a Delaware corporation (the “Company”) and Barclays Capital Inc. as agent for one of its affiliates (“Barclays”) and Morgan Stanley & Co. LLC (“Morgan Stanley” and, together with Barclays, the “Forward Sellers”), at the Company’s request in connection with the letter agreement dated the date hereof between the Company and Barclays Bank plc, acting through Barclays as agent (the “Barclays Forward Agreement”), and the letter agreement dated the date hereof between the Company and Morgan Stanley (the “Morgan Stanley Forward Agreement” and, together with the Barclays Forward Agreement, the “Forward Agreements”), each relating to the forward sale by the Company, of a number of shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) equal to the number of Shares to be borrowed and sold by each of the Forward Sellers pursuant to this Agreement, confirm their respective agreements with the several underwriters nam
