Capital One 2011 Annual Report Download - page 289

Exhibit No. Description
10.3.5* Form of Stock Option Award Agreement granted to our directors under the 2004 Stock Incentive
Plan.
10.4* Amended and Restated Capital One Financial Corporation Executive Severance Plan.
10.5* Capital One Financial Corporation Non-Employee Directors Deferred Compensation Plan.
10.6* Amended and Restated Capital One Financial Corporation Voluntary Non-Qualified Deferred
Compensation Plan.
10.7 2002 Non-Executive Officer Stock Incentive Plan (incorporated herein by reference to
Exhibit 10.3 of the Corporation’s Registration Statement on Form S-8, Commission File No.
333-97123, filed on July 25, 2002).
10.8.1 Form of Change of Control Employment Agreement between Capital One Financial Corporation
and Richard D. Fairbank (incorporated by reference to Exhibit 10.1 of the Corporation’s Report on
Form 8-K, filed on October 30, 2007).
10.8.2* Form of Change of Control Employment Agreement between Capital One Financial Corporation
and each of its named executive officers, other than our Chief Executive Officer.
10.9.1 Forward Sale Agreement between Capital One Financial Corporation and Barclays Capital Inc.,
dated July 14, 2011 (incorporated by reference to Exhibit 10.1 of the Company’s Report on
Form 8-K, filed on July 19, 2011).
10.9.2* Amendment Agreement Number 1 to the Forward Sale Agreement between Capital One Financial
Corporation and Barclays Capital Inc., dated November 1, 2011.
10.9.3* Amendment Agreement Number 2 to the Forward Sale Agreement between Capital One Financial
Corporation and Barclays Capital Inc., dated November 18, 2011.
10.10.1 Forward Sale Agreement between Capital One Financial Corporation and Morgan Stanley & Co.
LLP, dated July 14, 2011 (incorporated by reference to Exhibit 10.2 of the Company’s Report on
Form 8-K, filed on July 19, 2011).
10.10.2* Amendment Agreement Number 1 to the Forward Sale Agreement between Capital One Financial
Corporation and Morgan Stanley & Co. LLP., dated November 1, 2011.
10.10.3* Amendment Agreement Number 2 to the Forward Sale Agreement between Capital One Financial
Corporation and Morgan Stanley & Co. LLP., dated November 18, 2011.
10.11* Special Separation Agreement and Release by and between Capital One Financial Corporation and
Lynn A. Carter, dated as of December 30, 2011.
12.1* Computation of Ratio of Earnings to Combined Fixed Charges.
12.2* Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
21* Subsidiaries of the Company.
23* Consent of Ernst & Young LLP.
31.1* Certification of Richard D. Fairbank
31.2* Certification of Gary L. Perlin
32.1* Certification** of Richard D. Fairbank
32.2* Certification** of Gary L. Perlin
99.1* Reconciliation of Non-GAAP Measures and Regulatory Capital Measures.
269