Capital One 2015 Annual Report Download - page 247

228 Capital One Financial Corporation (COF)
EXHIBIT INDEX
CAPITAL ONE FINANCIAL CORPORATION
ANNUAL REPORT ON FORM 10-K
DATED DECEMBER 31, 2015
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 Company’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 Company’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 Company’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 Company’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 Company’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; (vi) the “2011 Form 10-K” are to the Company’s Annual Report on Form
10-K for the year ended December 31, 2011, filed on February 28, 2012; (vii) the “2012 Form 10-K” are to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2012, filed on February 28, 2013; (viii) the “2013 Form 10-K” are to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 27, 2014; and (ix) the “2014
Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 24,
2015.
Exhibit No. Description
3.1 Restated Certificate of Incorporation of Capital One Financial Corporation, (as restated April 30, 2015) (incorporated by
reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on May 4, 2015).
3.2 Amended and Restated Bylaws of Capital One Financial Corporation, dated October 5, 2015 (incorporated by reference to
Exhibit 3.1 of the Current Report on Form 8-K, filed on October 5, 2015).
3.3.1 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 Current Report on Form 8-K, filed on August 20, 2012).
3.3.2 Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, dated June 11, 2014
(incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed June 12, 2014).
3.3.3 Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series D, dated October 29, 2014
(incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed October 31, 2014).
3.3.4 Certificate of Designations of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, dated May 12,
2015 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed May 14, 2015).
3.3.5 Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F, dated August 20, 2015
(incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed August 24, 2015).
4.1.1 Specimen certificate representing the common stock of Capital One Financial Corporation (incorporated by reference to
Exhibit 4.1 of the 2003 Form 10-K).
4.1.2 Warrant Agreement, dated December 3, 2009, between Capital One Financial Corporation and Computershare Trust Company,
N.A. (incorporated by reference to the Exhibit 4.1 of the Form 8-A, filed on December 4, 2009).
4.1.3 Deposit Agreement, dated August 20, 2012 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed
on August 20, 2012).
4.2 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt
are not filed. The Company agrees to furnish a copy thereof to the SEC upon request.
10.1 Amended and Restated Capital One Financial Corporation Executive Severance Plan (incorporated by reference to Exhibit
10.1 of the Quarterly Report on Form 10-Q for the period ended September 30, 2015).
10.1.1 Capital One Financial Corporation 2004 Stock Incentive Plan (incorporated by reference to the Proxy Statement on Definitive
Schedule 14A, filed on March 17, 2004).
10.1.2 Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form
8-K, filed on May 3, 2006).
10.1.3 Second Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to the Proxy Statement on Definitive
Schedule 14A, filed on March 13, 2009).
10.1.4 Third Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to the Proxy Statement on Definitive
Schedule 14A, filed on March 18, 2014).
10.2.1 Form of Nonstatutory Stock Option Agreement granted to Richard D. Fairbank under the 2004 Stock Incentive Plan
(incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K, filed on December 23, 2005).
10.2.2 Form of Nonstatutory Stock Option Agreement granted to certain of our executives under the 2004 Stock Incentive Plan
(incorporated by reference to Exhibit 10.20.3 of the 2004 Form 10-K).