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161
EXHIBIT INDEX
CAPITAL ONE FINANCIAL CORPORATION
ANNUAL REPORT ON FORM 10-K
DATED DECEMBER 31, 2008
Commission File No. 1-13300
The following exhibits are incorporated by reference or filed herewith. References to (i) 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; (ii) 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; (iii) 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; (iv) the 2003 Form 10-K are to the Corporations Annual Report on Form 10-K for the year ended
December 31, 2003, filed March 5, 2004; (v) the 2004 Form 10-K are to the Corporations Annual Report on Form 10-K for the
year ended December 31, 2004, filed March 9, 2005; (vi) the 2005 Form 10-K are to the Corporations Annual Report on Form 10-
K for the year ended December 31, 2005, filed March 2, 2006, as amended on April 12, 2006; (vii) the 2006 Form 10-K are to the
Corporations Annual Report on Form 10-K for the year ended December 31, 2006, filed March 1, 2007; and (viii) the 2007 Form
10-K are to the Corporations Annual Report on Form 10-K for the year Ended December 31, 2007, filed February 29, 2008.
Exhibit
Number
Description
2.1 Agreement and Plan of Merger, dated as of March 6, 2005, between Capital One Financial Corporation and Hiberni
a
Corporation (incorporated by reference to Exhibit 2.1 of the Corporations Report on Form 8-K, filed on March 9, 2005).
2.2 Amendment No. 1, dated as of September 6, 2005, to the Agreement and Plan of Merger, dated as of March 6, 2005, between
Capital One Financial Corporation and Hibernia Corporation (incorporated by reference to Exhibit 2.1 of the Corporations
Report on Form 8-K, filed on September 8, 2005).
2.3 Agreement and Plan of Merger, dated as of March 12, 2006, between Capital One Financial Corporation and North For
k
Bancorporation (incorporated by reference to the Corporations Report on Form 8-K, filed on March 16, 2006).
2.4 * Stock Purchase Agreement, dated as of December 3, 2008, by and among Capital One Financial Corporation, B.F. Saul Real
Estate Investment Trust, Derwood Investment Corporation, and B.F. Saul Company Employees Profit Sharing an
d
Retirement Trust.
3.1 Restated Certificate of Incorporation of Capital One Financial Corporation (as amended May 15, 2007) (incorporated b
y
reference to Exhibit 3.1 of the Corporations Report on Form 8-K, filed August 28, 2007).
3.2 Amended and Restated Bylaws of Capital One Financial Corporation (as amended October 30, 2008) (incorporated by
reference to Exhibit 3.1 of the Corporations Report on Form 8-K, filed November 3, 2008).
4.1 Specimen certificate representing the Common Stock (incorporated by reference to Exhibit 4.1 of the 2003 Form 10-K).
4.2.1 Senior Indenture dated as of November 1, 1996 between Capital One Financial Corporation and The Bank of New York Trus
t
Company, N.A. (as successor to Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4.1 of the corporations
Report on Form 8-K, filed on November 13, 1996).
4.2.2 Copy of 7.125% Notes, due 2008, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.8 of the 1998
Form 10-K).
4.2.3 Copy of 6.25% Notes, due 2013, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.5.5 of the 2003
Form 10-K).
4.2.4 Co
p
y of 5.25% Notes, due 2017, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.5.6 of the 2004
Form 10-K).
4.2.5 Copy of 4.80% Notes, due 2012, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.5.7 of the 2004
Form 10-K).
4.2.6 Copy of 5.50% Senior Notes, due 2015, of Capital One Financial Corporation (incorporated by reference to Exhibit 4.1 of the
Corporations quarterly report on Form 10-Q for the period ending June 30, 2005).
4.2.7 Specimen of Floating Rate Senior Note, due 2009, of Capital One Financial Corporation (incorporated by reference to Exhibit
4.1 of the Corporations Report on Form 8-K, filed on September 18, 2006).