Capital One 2012 Annual Report Download - page 294

EXHIBIT INDEX
CAPITAL ONE FINANCIAL CORPORATION
ANNUAL REPORT ON FORM 10-K
DATED DECEMBER 31, 2012
Commission File No. 1-13300
The following exhibits are incorporated by reference or filed herewith. References to (i) the “2002 Form 10-K”
are to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, filed on March 17,
2003; (ii) the “2003 Form 10-K” are to the Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2003, filed on March 5, 2004; (iii) the “2004 Form 10-K” are to the Corporation’s Annual Report
on Form 10-K for the year ended December 31, 2004, filed on March 9, 2005; (iv) the “2008 Form 10-K” are to
the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 26,
2009; (v) the “2010 Form 10-K” are to the Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2010, filed on March 1, 2011, as amended on March 7, 2011 and (vi) the “2011 Form 10-K” are to
the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28,
2012.
Exhibit No. Description
2.1 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 Employee’s Profit Sharing and Retirement Trust (incorporated by reference
to Exhibit 2.4 of the Corporation’s 2008 Form 10-K).
2.2.1 Purchase and Sale Agreement, dated as of June 16, 2011, by and among Capital One Financial
Corporation, ING Groep N.V., ING Bank N.V., ING Direct N.V. and ING Direct Bancorp
(incorporated by reference to Exhibit 2.1 of the Corporation’s Current Report on Form-8-K,
filed on June 22, 2011).
2.2.2 First Amendment to the Purchase and Sale Agreement by and among Capital One Financial
Corporation, ING Groep N.V., ING Bank N.V., ING Direct N.V. and ING Direct Bancorp,
dated as of February 17, 2012 (incorporated by reference to Exhibit 2.2.2 of the Corporation’s
2011 Form 10-K).
2.3.1 Purchase and Assumption Agreement, dated as of August 10, 2011, by and among Capital One
Financial Corporation, HSBC Finance Corporation, HSBC USA Inc. and HSBC Technology
and Services (USA) Inc. (incorporated by reference to Exhibit 2.1 of the Corporation’s Current
Report on Form-8-K, filed on August 12, 2011).
2.3.2 Purchaser Transition Services Agreement between HSBC Technology and Services (USA) Inc.
and Capital One Services, LLC, dated as of May 1, 2012 (incorporated by reference to Exhibit
10.1 of the Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2012).
3.1 Restated Certificate of Incorporation of Capital One Financial Corporation, (as amended and
restated May 16, 2011) (incorporated by reference to Exhibit 3.4 of the Corporation’s Current
Report on Form 8-K, filed on May 17, 2011).
3.2 Amended and Restated Bylaws of Capital One Financial Corporation (incorporated by reference
to Exhibit 3.2 of the Corporation’s Current Report on Form 8-K, filed on May 17, 2011).
3.3 Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B,
dated August 16, 2012 (incorporated by reference to Exhibit 3.1 of the Corporation’s Current
Report on Form 8-K on August 20, 2012).
4.1.1 Specimen certificate representing the common stock of Capital One Financial Corporation
(incorporated by reference to Exhibit 4.1 of the Corporation’s 2003 Form 10-K).
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