-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QgD/HmOCSWSVq9EBiKXTSYMU/Kad8BBpWj4TsyzkeJzh9rWbY2CVaWASuXaxxieS 3idj+sehQ0U+P1W/NfIMEQ== 0001181431-08-013526.txt : 20080225 0001181431-08-013526.hdr.sgml : 20080225 20080225215526 ACCESSION NUMBER: 0001181431-08-013526 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080221 FILED AS OF DATE: 20080225 DATE AS OF CHANGE: 20080225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE FINANCIAL CORP CENTRAL INDEX KEY: 0000927628 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541719854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1680 CAPITAL ONE DRIVE STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7037201000 MAIL ADDRESS: STREET 1: 1680 CAPITAL ONE DRIVE STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: OAKSTONE FINANCIAL CORP DATE OF NAME CHANGE: 19940728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHUYLER MATTHEW W CENTRAL INDEX KEY: 0001238042 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13300 FILM NUMBER: 08641199 BUSINESS ADDRESS: STREET 1: CAPITAL ONE FINANICAL CORP STREET 2: 1680 CAPITAL ONE DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7037201000 MAIL ADDRESS: STREET 1: 1680 CAPITAL ONE DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 4 1 rrd196901.xml FORM 4 X0202 4 2008-02-21 0 0000927628 CAPITAL ONE FINANCIAL CORP COF 0001238042 SCHUYLER MATTHEW W 1680 CAPITAL ONE DRIVE MCLEAN VA 22102 0 1 0 0 Chief Human Resources Officer common Stock 2008-02-21 4 A 0 19250.0000 0.0000 A 52573.0000 D Stock Options 48.9500 2008-02-21 4 A 0 129200.0000 0.0000 A 2018-02-20 Common Stock 129200.0000 129200.0000 D This grant of restricted stock is contingent upon the achievement by the issuer of a predetermined earnings per share for 2007. The shares vest in thefollowing manner: 25% of the shares will vest on February 21, 2009; 25% will vest on February 21, 2010 and the remaining 50% will vest on February 21, 2011. This option becomes exercisable in 33 1/3 increments beginning on February 21, 2009 and annually thereafter. /s/ Tangela S. Richter 2008-02-25 EX-24. 2 rrd175659_198380.htm POWER OF ATTORNEY rrd175659_198380.html
                                POWER OF ATTORNEY


         The  undersigned  hereby  constitutes  and appoints  John G.
Finneran, Jr., Stephen T. Gannon and Tangela S. Richter, each of them,
each of them, as the true and lawful attorneys-in-fact (with full power
of substitution and revocation in each) to:

(1)      execute, for and on behalf of the undersigned, any and all
	 statements and reports required or permitted to be filed by the
         undersigned, in any and all capacities, under Section 16(a) of
	 the Securities Exchange Act of 1934, as amended, and the rules
	 promulgated thereunder (the "Act") with respect to the beneficial
	 ownership of the securities of Capital One Financial Corporation
	 (the "Company"), including without limitation Forms 3, 4, 5, and
	 Form 144 required to be filed by the undersigned under Rule 144 of
	 the Securities Act of 1933, as amended;

(2)      do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         statements and reports and file such statements and reports, with all
         amendments, supplements and exhibits thereto, with the Securities and
         Exchange Commission, the New York Stock Exchange and/or any other stock
         exchange or any similar authority and to deliver copies thereof to the
         Company;

(3)      take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in his or her
         discretion; and

(4)      request and receive from any broker (i) periodic reports detailing the
         undersigned's retail holdings of Capital One's securities held in his
         or her account(s) and, (ii) confirmations of acquisitions or
         dispositions of the company's securities, or other derivative
         instrument based on any of the company's equity affected by such broker
         in or through his or her account(s), with no obligation to receive
         further approval from the undersigned for such request(s).

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully as the undersigned could do if personally present, with
full power of substitution or revocation, and hereby ratifies and confirms all
that such attorneys-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney.  The undersigned acknowledges that the foregoing
attorneys-in-fact, acting in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Act.

	This Power of Attorney revokes all prior Powers of Attorney submitted to
the Company with respect to the matters expressed herein, and shall remain in full
force and effect until the undersigned is no longer required to file statements or
reports under Section 16(a) of the Act with respect to holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.




         IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this  Power  of
 Attorney  to  be  executed  as  of  this 16th day  of
_January____, 2008.




Name:  Matthew W. Schuyler


ACKNOWLEDGEMENT FOR POWER OF ATTORNEY

STATE OF _Virginia_____)

CITY/County OF ___Fairfaix__)


The   foregoing   instrument   was   acknowledged
before   me   this   _16th day  of _January____, 2008
by
   ---Matthew W. Schuyler----.


Notary Public  Victoria O'Connor
Notary Registration # 249192
My commission expires December 31, 2008




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