CAPITAL ONE FINANCIAL CORPORATION $1,250,000,000 3.900% Senior Notes Due 2024 UNDERWRITING AGREEMENT January 24, 2019Underwriting Agreement • January 29th, 2019 • Capital One Financial Corp • National commercial banks • New York
Capital One Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $1,250,000,000 aggregate principal amount of 3.900% Senior Notes Due 2024 (the “Securities”), to the several underwriters named in Schedule I hereto (the “Underwriters”), for which Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, 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”), as amended from time to time.
