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EXHIBIT INDEX
CAPITAL ONE FINANCIAL CORPORATION
ANNUAL REPORT ON FORM 10-K
DATED DECEMBER 31, 2004
Commission File No. 1-13300
The following exhibits are incorporated by reference or filed herewith. References to (i) the “1999 Form 10-K/A”
are to the Corporation’s Annual Report on Form 10-K, as amended, for the year ended December 31, 1999, filed
March 23, 2000; (ii) the “2000 Form 10-K” are to the Corporation’s Annual Report on Form 10-K for the year
ended December 31, 2000, filed March 29, 2001; (iii) the “2001 Form 10-K” are to the Corporation’s Annual
Report on Form 10-K for the year ended December 31, 2001, filed March 22, 2002, as amended on August 14,
2002; (iv) the “2002 Form 10-K” are to the Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2002, filed March 17, 2003; (v) the “2003 Form 10-K” are to the Corporation’s Annual Report on
Form 10-K for the year ended December 31, 2004, filed March 5, 2004.
Exhibit
Number Description
3.1 Restated Certificate of Incorporation of Capital One Financial Corporation and Certificate of
Amendment to Restated Certificate of Incorporation of Capital One Financial Corporation
(incorporated by reference to Exhibit 3.1.2 of the Corporation’s Report on Form 8-K, filed January
16, 2001).
3.2 Amended and Restated Bylaws of Capital One Financial Corporation (as amended November 18,
1999) (incorporated by reference to Exhibit 3.2 of the 1999 Form 10-K/A).
4.1 Specimen certificate representing the Common Stock (incorporated by reference to Exhibit 4.1 of the
2003 Form 10-K)
4.2.1 Rights Agreement dated as of November 16, 1995 between Capital One Financial Corporation and
Mellon Bank, N.A. (incorporated by reference to Exhibit 4.2.1 of the 2002 Form 10-K).
4.2.2 Amendment to Rights Agreement dated as of April 29, 1999 between Capital One Financial
Corporation and First Chicago Trust Company of New York, as successor to Mellon Bank, N.A.
(incorporated by reference to Exhibit 4.2.2 of the 1999 Form 10-K/A).
4.2.3 Amendment Number 2 to Rights Agreement dated as of October 18, 2001 between Capital One
Financial Corporation and EquiServe Trust Company, N.A. (as successor to First Trust Company of
New York) as Rights Agent (incorporated by reference to Exhibit 99.1 of the Corporation’s Report
on Form 8-K, filed November 2, 2001).
4.3 Amended and Restated Issuing and Paying Agency Agreement dated as of April 30, 1996 between
Capital One Bank and Chemical Bank (including exhibits A-1, A-2, A-3 and A-4 thereto)
(incorporated by reference to Exhibit 4.3 of the 2002 Form 10-K).
4.4.1 Distribution Agreement dated May 8, 2003 among Capital One Bank, J.P. Morgan Securities, Inc.
and the agents named therein (incorporated by reference to the Corporation’s quarterly report on
Form 10-Q for the period ending June 30, 2003).
4.4.2 Copy of 6.50% Notes, due 2004, of Capital One Bank (incorporated by reference to Exhibit 4.4.5 of
the 2001 Form 10-K).
4.4.3 Copy of 6.875% Notes due 2006, of Capital One Bank (incorporated by reference to Exhibit 4.4.6 of
the 2001 Form 10-K).
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