CAPITAL ONE FINANCIAL CORPORATION $1,000,000,000 3.200% Senior Notes Due 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2015 • Capital One Financial Corp • National commercial banks • New York
Capital One Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $1,000,000,000 aggregate principal amount of 3.200% Senior Notes Due 2025 (the “Securities”), to the several underwriters named in Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Capital One Securities Inc. are acting as the representatives (together, 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”).
