8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

May 4, 2005

Date of Report (Date of earliest event reported)

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its chapter)

Delaware	1-13300	54-1719854
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1680 Capital One Drive, McLean, Virginia	22102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

(1) On May 30, 2005 the Board of Directors of Capital One Financial Corporation (the “Corporation”) established the Capital One Financial Corporation 2005 Directors Compensation Plan (the “Plan”), the details of which can be found in the Plan Summary, a copy of which is filed as Exhibit 99.1 to this filing and is incorporated herein by reference.

(2) On April 29, 2005, the Corporation executed Amendment No. 1 to the Credit Agreement dated April 29, 2004 by and between Capital One Financial Corporation, Capital One Bank, Capital One, F.S.B., and Capital One Bank (Europe) plc, as Borrowers, and J.P. Morgan Securities Inc., (Book Manager and Lead Arranger), Bank of America, N.A., Barclays Bank plc, Citibank, N.A., Credit Suisse First Boston, Deutsche Bank AG, New York Branch, Lehman Commercial Paper Inc., Morgan Stanley Bank, Wachovia Bank, National Association, as Syndication Agents, and JPMorgan Chase Bank, as Administrative Agent, a copy of which is filed as Exhibit 99.2 to this filing.

Amendment No. 1 primarily revises Section 8.05 of the Credit Agreement to insert the following: “(viii) COFC may merge or consolidate with or into, or Transfer all or substantially all of its business or Property (including without limitation, interests in Subsidiaries) to, any Person provided that (x) no Event of Default has occurred and is continuing immediately prior to such merger, consolidation or Transfer or would result therefrom and (y) either (A) in the case of any such merger or consolidation, COFC is the continuing or surviving corporation or (B) in the case of any such merger, consolidation or Transfer, (1) the corporation which is the continuing, surviving or transferee corporation shall expressly assume the due and punctual payment and performance of the obligations of, and the performance of each covenant, agreement and condition of this Agreement binding on, COFC pursuant to documentation (including, without limitation, an opinion of counsel to the continuing, surviving or transferee corporation) in form and substance reasonably satisfactory to the Administrative Agent and (2) after giving effect to such merger, consolidation or Transfer, the Continuing Directors of COFC shall constitute a majority of the Board of Directors of the continuing, surviving or transferee corporation; and”

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

On April 28, 2005, the Board of Directors of the Corporation amended the Corporation’s Code of Business Conduct and Ethics (the “Code”), which applies to all its directors, officers and employees. The amendments to the Code are briefly described below and the revised Code is filed as Exhibit 99.3 to this filing. The amended Code will also be posted on the corporate governance page of the Corporation’s website at www.capitalone.com/about/.

The following amendments were made to the Code: the Federal Sentencing Guidelines and the Corporation’s internal Security Policies were incorporated into the Code; a provision was added to require annual review and acknowledgement of the Code by all employees; language was added to clarify that outside employment activities may pose conflicts of interests; language was added to clarify that employees are expected to maintain the privacy of any information available to them based on their employment at the Corporation; a provision was added stating that the Board of Directors is responsible for ensuring that an effective ethics program is in place; and language was added to clarify how potential violations may be reported. The amendments also included minor word changes in other sections of the Code.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Capital One Financial Corporation 2005 Directors Compensation Plan Summary.
99.2	Amendment No. 1 to the Credit Agreement dated April 29, 2004 by and between Capital One Financial Corporation, Capital One Bank, Capital One, F.S.B., and Capital One Bank (Europe) plc, as Borrowers, and J.P. Morgan Securities Inc., (Book Manager and Lead Arranger), Bank of America, N.A., Barclays Bank plc, Citibank, N.A., Credit Suisse First Boston, Deutsche Bank AG, New York Branch, Lehman Commercial Paper Inc., Morgan Stanley Bank, Wachovia Bank, National Association, as Syndication Agents, and JPMorgan Chase Bank, as Administrative Agent.
99.3	Capital One Financial Corporation Code of Business Conduct and Ethics.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	CAPITAL ONE FINANCIAL CORPORATION
Dated: May 4, 2005	By:	/s/ John G. Finneran, Jr.
		John G. Finneran, Jr.
		Executive Vice President,
		General Counsel and Corporate Secretary

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EXHIBIT INDEX

99.1	Capital One Financial Corporation 2005 Directors Compensation Plan.
99.2	Amendment No. 1 to the Credit Agreement dated April 29, 2004 by and between Capital One Financial Corporation, Capital One Bank, Capital One, F.S.B., and Capital One Bank (Europe) plc, as Borrowers, and J.P. Morgan Securities Inc., (Book Manager and Lead Arranger), Bank of America, N.A., Barclays Bank plc, Citibank, N.A., Credit Suisse First Boston, Deutsche Bank AG, New York Branch, Lehman Commercial Paper Inc., Morgan Stanley Bank, Wachovia Bank, National Association, as Syndication Agents, and JPMorgan Chase Bank, as Administrative Agent.
99.3	Capital One Financial Corporation Code of Business Conduct and Ethics.

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EX-99.1

Exhibit 99.1

2005 Non-Employee Director Compensation Plan Summary

The program was approved by the Board of Directors on April 30, 2005. For 2005, Capital One’s Non-Employee Director compensation will be comprised of two components:

1) Annual Cash Retainers

Each Director receives an annual cash retainer of $70,000.

Directors receive additional cash retainers for each Committee for which they are a member or Chairperson as follows:

	Chair		Member
Audit Committee	$	40,000	$	30,000
Compensation Committee	$	20,000	$	10,000
Nominating and Governance Committee	$	20,000	$	10,000
Finance Committee	$	15,000	$	10,000

Directors may elect to defer the cash payment or exchange all cash retainers for non-qualified stock options. If a Director elects to exchange his or her cash retainers for stock options, the number of options to be received will be determined on the date of grant based on a Black-Scholes value provided by external consultants and the fair market value (the average of the high and low price of Capital One stock) on the date of grant. If such election is made, options will be granted on the following conditions:

• Transferability: Stock options shall be assignable or transferable pursuant to certain conditions consistent with prior option grants to Directors.

• Vesting: 100% on the first anniversary of the date of grant.

• Effect of Change of Control or Termination: If a Change of Control or termination of service other than removal for cause occurs prior to the one-year anniversary of the grant date, then all of the stock options shall, to the extent not previously vested or forfeited as provided herein, become transferable and all restrictions thereon shall lapse upon the occurrence of such Change of Control or termination.

• Post-termination Exercise: Upon termination from Board service, other than by removal for cause, a Director will have five years or the remainder of the remaining full option term, whichever is shorter, in which to exercise vested stock options.

• Option Term: 10 years from date of grant.

• Other customary terms and conditions.

2) Annual Restricted Stock Unit (RSU) Award

Directors receive an annual RSU award with a value of $170,000 based on the fair market value on the date of grant (or on the immediately prior business day if the date of grant is not a business day).

The RSUs shall be subject to the following terms and conditions:

• Non-Transferability: Restricted Stock Units shall not be assignable or transferable until vested and the corresponding shares are delivered. Any purported or attempted transfer of such shares or such rights shall be null and void and shall result in the immediate forfeiture and cancellation of the Units.

• Lapse of Restrictions: 100% on the first anniversary of the date of grant; however, delivery of the stock will be deferred (and sales or transfer of stock obtained from the RSUs will be prohibited) until the Director’s departure from the Board.

• Effect of Change of Control or Termination: If a Change of Control or termination of service other than removal for cause occurs prior to the one- year anniversary of the grant date, then all of the Units shall, to the extent not previously vested or forfeited as provided herein, become transferable and all restrictions thereon shall lapse upon the occurrence of such Change of Control or termination.

• Tax Withholding: Upon delivery of shares from RSUs, due to Change in Control or departure from the Board, appropriate taxes will be withheld and the Director will receive company stock equal to the net after-tax value of the Units.

• Other customary terms and conditions.

EX-99.2

Exhibit 99.2

EXECUTION COPY

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

dated as of April 29, 2005

among

CAPITAL ONE FINANCIAL CORPORATION,

CAPITAL ONE BANK,

CAPITAL ONE, F.S.B. and

CAPITAL ONE BANK (EUROPE) PLC,

as Borrowers

THE LENDERS party hereto,

J.P. MORGAN SECURITIES INC.,

as Book Manager and Lead Arranger

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

CITIBANK, N.A.,

CREDIT SUISSE FIRST BOSTON,

DEUTSCHE BANK AG, NEW YORK BRANCH,

LEHMAN COMMERCIAL PAPER INC.,

MORGAN STANLEY BANK and

WACHOVIA BANK, NATIONAL ASSOICATION,

as Syndication Agents

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Amendment No. 1

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of April 29, 2005 (“Amendment No. 1”) among CAPITAL ONE FINANCIAL CORPORATION (“COFC”), CAPITAL ONE BANK (“COB”), CAPITAL ONE, F.S.B. (“FSB”) and CAPITAL ONE BANK (EUROPE) PLC (“COBE”; each of COFC, COB, FSB and COBE is herein referred to as a “Borrower” and, collectively, as the “Borrowers”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), amending certain provisions of the Credit Agreement referred to below.

WHEREAS, the Borrowers, the Lenders party thereto and the Administrative Agent have entered into that certain Credit Agreement dated as of June 29, 2004 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”); and

WHEREAS, the Borrowers propose to amend the Credit Agreement as hereinafter set forth.

NOW THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Credit Agreement.

SECTION 2. Amendments to Credit Agreement. Effective as of the Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a) Certain Defined Terms. Section 1.01 of the Credit Agreement is hereby amended to insert the following definition in the appropriate alphabetical location in such Section:

“Continuing Directors” shall mean, with respect to any Borrower, (a) persons who are members of the Board of Directors of such Borrower on the date hereof and (b) persons who become members of the Board of Directors of such Borrower after the date hereof (i) whose election or nomination for election was approved by a vote of a majority of the then Continuing Directors and (ii) who were not so elected or nominated in connection with, or in contemplation of, any transaction of the type referred to in Section 8.05.

(b) Prohibition on Fundamental Changes. Section 8.05 of the Credit Agreement is hereby amended to (a) delete the parenthetical “(other than COB)” from the first line of clause (vii) thereof, (b) delete the word “and” at the end of clause (vii) thereof, (c) redesignate clause (viii) thereof as clause (ix) and (d) insert a new clause (viii) to read in its entirety as follows:

“(viii) COFC may merge or consolidate with or into, or Transfer all or substantially all of its business or Property (including without limitation, interests in Subsidiaries) to, any Person provided that (x) no Event of Default has occurred and is continuing immediately prior to such merger, consolidation or Transfer or would result therefrom and (y) either (A) in the case of any such merger or consolidation, COFC is the continuing or surviving corporation or (B) in the case of any such merger, consolidation or Transfer, (1) the corporation which is the continuing, surviving or transferee corporation shall expressly assume the due and punctual payment and performance of the obligations of, and the performance of each covenant, agreement and condition of this

Amendment No. 1

Agreement binding on, COFC pursuant to documentation (including, without limitation, an opinion of counsel to the continuing, surviving or transferee corporation) in form and substance reasonably satisfactory to the Administrative Agent and (2) after giving effect to such merger, consolidation or Transfer, the Continuing Directors of COFC shall constitute a majority of the Board of Directors of the continuing, surviving or transferee corporation; and”.

SECTION 3. Condition to Effectiveness. The amendments to the Credit Agreement provided for in Section 2 of this Amendment No. 1 shall become effective on the date (the “Effective Date”) on which the Administrative Agent shall have received the following:

(a) counterparts of this Amendment No. 1 executed by the Borrowers and the Majority Lenders, or by the Borrowers and the Administrative Agent acting with the consent of the Majority Lenders;

(b) evidence that this Amendment No. 1 and the Credit Agreement, as amended hereby, have been duly authorized and executed and constitute legal, valid and binding obligations of each Borrower, enforceable against such Borrower in accordance with their respective terms (including, without limitation, certification from a duly authorized officer of each Borrower to the effect that none of the documents delivered by such Borrower pursuant to Section 6.01(a) of the Credit Agreement has been amended or otherwise modified since delivery thereof in connection with the Credit Agreement (or if any of such documents have been amended or modified, certified copies of such amendments or modifications) and that such documents remain in full force and effect and a certificate of incumbency); and

(c) such other documents as the Administrative Agent may reasonably request in connection with this Amendment No. 1.

SECTION 4. Representations of Borrower. Each of the Borrowers represents and warrants to the Lenders and the Administrative Agent that after giving effect to this Amendment No. 1, (i) the representations and warranties of such Borrower contained in the Credit Agreement are true and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, and (ii) no Default or Event of Default has occurred and is continuing.

SECTION 5. Counterparts. This Amendment No. 1 may be executed in several counterparts and by the different parties hereto on separate counterparts, all of which taken together shall constitute but one and the same Amendment No. 1. Delivery of an executed counterpart of a signature page of this Amendment No. 1 by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment No. 1.

SECTION 6. Governing Law. This Amendment No. 1 shall be governed by and construed in accordance with the law of the State of New York.

SECTION 7. Credit Agreement Remain in Effect. As amended hereby, all provisions, terms and conditions of the Credit Agreement are ratified and confirmed in all respects and remain in full force and effect. All references in the Credit Agreement, (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) or references in any of the Exhibits thereto or any other instrument or document executed in connection therewith to “The Credit Agreement” shall be deemed to be references to the Credit Agreement as amended hereby.

Amendment No. 1

SECTION 8. No Other Agreements. This Amendment No. 1 sets forth the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreements, written or oral, relating thereto.

Amendment No. 1

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the date first above written.

BORROWERS
CAPITAL ONE FINANCIAL CORPORATION
By:	/s/ Gary Perlin
Name:	Gary Perlin
Title:	Executive Vice President and Chief Financial Officer
CAPITAL ONE BANK
By:	/s/ Thomas A. Feil
Name:	Thomas A. Feil
Title:	Vice President, Capital Markets and Assistant Treasurer
CAPITAL ONE, F.S.B.
By:	/s/ Stephen P. Theobald
Name:	Stephen P. Theobald
Title:	Vice President and Chief Financial Officer
CAPITAL ONE BANK (EUROPE) PLC
By:	/s/ Stephen Linehan
Name:	Stephen Linehan
Title:	Duly Authorized Attorney

Amendment No. 1

ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK, N.A.
By:	/s/ Christine Herrick
Name:	Christine Herrick
Title:	Vice President JPMorgan Chase Bank, N.A.
LENDERS
JPMORGAN CHASE BANK, N.A.
By:	/s/ Christine Herrick
Name:	Christine Herrick
Title:	Vice President JPMorgan Chase Bank, N.A.
BANK OF AMERICA, N.A.
By:	/s/ Mary P. Riggins
Name:	Mary P. Riggins
Title:	Senior Vice President
BARCLAYS BANK PLC
By:	/s/ Alison McGuigan
Name:	Alison McGuigan
Title:	Associate Director

Amendment No. 1

CITIBANK, N.A.
By:	/s/ Robert B. Goldstein
Name:	Robert B. Goldstein
Title:	Managing Director Citigroup/Global Financial Institutions
CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH
By:	/s/ Jay Chall
Name:	Jay Chall
Title:	Director
By:	/s/ Karim Blasetti
Name:	Karim Blasetti
Title:	Associate
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Gayma Z. Shivnarain
Name:	Gayma Z. Shivnarain
Title:	Director
By:	/s/ Kathleen Bowers
Name:	Kathleen Bowers
Title:	Director
LEHMAN COMMERCIAL PAPER INC.
By:	/s/ Janine M. Shugan
Name:	Janine M. Shugan
Title:	Authorized Signatory

Amendment No. 1

MORGAN STANLEY BANK
By:	/s/ Daniel Twenge
Name:	Daniel Twenge
Title:	Vice President Morgan Stanley Bank
WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Grainne Pergolini
Name:	Grainne Pergolini
Title:	Vice President
BANK OF MONTREAL
By:	/s/ Amy K. Dumser
Name:	Amy K. Dumser
Title:	Director
HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Paul Lopez
Name:	Paul Lopez
Title:	Senior Vice President
MERRILL LYNCH BANK USA, AS A LENDER
By:	/s/ Louis Alder
Name:	Louis Alder
Title:	Director
Greenwich Capital Markets, Inc.,
as agent for The Royal Bank of Scotland plc
By:	/s/ Angela Reilly
Name:	Angela Reilly
Title:	Senior Vice President

Amendment No. 1

SOCIÉTÉ GÉNÉRALE
By:	/s/ Edith L. Hornick
Name:	Edith L. Hornick
Title:	Managing Director
WILLIAM STREET COMMITMENT CORPORATION
By:	/s/ Manda D’Agata
Name:	Manda D’Agata
Title:	Assistant Vice President
ABN AMRO BANK N.V.
By:	/s/ Neil R. Stein
Name:	Neil R. Stein
Title:	Director
By:	/s/ Michael DeMarco
Name:	Michael DeMarco
Title:	Assistant Vice President
THE BANK OF NEW YORK
By:	/s/ Christopher M. Thompson
Name:	Christopher M. Thompson
Title:	Vice President
BNP PARIBAS
By:	/s/ Marguerite L. Lebon
Name:	Marguerite L. Lebon
Title:	Vice President
By:	/s/ Laurent Vandorzyppe
Name:	Laurent Vandorzyppe
Title:

Amendment No. 1

CALYON NEW YORK BRANCH
By:	/s/ Sebastian Rocco
Name:	Sebastian Rocco
Title:	Managing Director
By:	/s/ W. Jay Buckley
Name:	W. Jay Buckley
Title:	Managing Director
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By:	/s/ Dominik Rohe
Name:	Dominik Rohe
Title:	Associate
By:	/s/ Sascha Klaus
Name:	Sascha Klaus
Title:	Director
ROYAL BANK OF CANADA
By:	/s/ Howard Lee
Name:	Howard Lee
Title:	Authorized Signatory

Amendment No. 1

EX-99.3

Exhibit 99.3

CAPITAL ONE CODE OF BUSINESS CONDUCT AND ETHICS

I. Policy Statement

Capital One Financial Corporation and its affiliated businesses (collectively, “Capital One”) are committed to maintaining a reputation for honesty, fair dealing and integrity. This can only be achieved if all Associates (defined below) conduct both their business and personal affairs with the utmost integrity and ethical commitment. Capital One believes these are the hallmarks of a strong financial services corporation.

The Code of Business Conduct and Ethics (the “Code of Conduct”) cannot address every conceivable ethical issue that may be encountered by Associates. The fact that certain ethical issues are not specifically addressed in the Code of Conduct does not relieve the obligations of all Associates to maintain the highest ethical standards under any and all circumstances. Associates should exercise good judgment and avoid engaging in any activities that might even give the appearance of impropriety. Associates with questions or concerns relating to ethical conduct should contact their supervisor, the HR Help Center (804-968-6600 US/0115-843-3222UK) the EthicsLine (866-785-9735US/0115-843-3222 UK) or the Legal Department to obtain additional information.

Except as otherwise set forth herein, this Code of Conduct shall apply to Capital One’s Directors (defined as directors of the Board of Directors of Capital One Financial Corporation), Executive Officers (defined as officers of the company subject to Section 16 reporting under the Securities Exchange Act of 1934, as amended) and employees (collectively “Associates”). Capital One shall implement certain provisions of this Code of Conduct through internal policies and procedures that currently are in place or will be adopted by the company.

II. Associate Responsibilities

The Code of Conduct is intended to provide guidance to Associates in a variety of situations. The Code of Conduct represents an effort not only to meet, but also exceed, the requirements of current law and industry practice. Accordingly, it is not intended to relieve any Associate of obligations or restrictions imposed by law. Failure to comply with the law could result in substantial fines, imprisonment or both, and may result in discipline up to and including termination of employment. Associates named as defendants in criminal lawsuits or who become targets of investigations or inquiries must notify their supervisors or appropriate company personnel immediately. Associates are also expected to abide by Capital One’s Information Security and Business Continuity Management Policy, Security Policy, and various Human Resources policies and procedures, as well as any policies, rules and standards required by an Associate’s business line or role.

Compliance with the Code of Conduct is a condition of employment. After the effective date of the Code of Conduct, all current Associates and new hires will be asked to review the Code of Conduct and will be required to sign a statement acknowledging receipt of the Code of Business Conduct and Ethics (“Acknowledgment Statement”). All Associates will be required to review and acknowledge receipt of the Code of Conduct on an annual basis. It is the responsibility of each Associate to read and comply with all provisions of the Code of Conduct. Ignorance of the Code of Conduct will not be an acceptable excuse for violating any of its provisions.

III. Conflict of Interest

Associates are required to avoid conflicts of interest with regard to Capital One’s interests. A “conflict of interest” occurs when an individual’s private interest interferes in any way with the interests of Capital One as a whole. A conflict situation can arise when an Associate takes actions or has interests that may make it difficult to perform his or her company work objectively and effectively. Outside employment opportunities may also pose a conflict of interest. Conflicts of interest also arise when an Associate, or a member of his or her family, receives improper personal benefits as a result of his or her position in Capital One. Loans to, or guarantees of obligations of, such persons may result in a conflict of interest and such loans may be made only in accordance with applicable law and Capital One policies.

IV. Corporate Opportunities

Associates are prohibited from (i) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position; (ii) using corporate property, information, or position for personal gain; and (iii) competing with Capital One. Associates owe a duty to Capital One to advance its legitimate interests when the opportunity to do so arises.

V. Confidentiality

Associates must maintain the confidentiality of information entrusted to them by Capital One or its customers, except when disclosure is authorized or legally mandated. Confidential information includes but is not limited to all non-public information that might be of use to competitors, or could be harmful to the company, if disclosed.

VI. Fair dealing

Each Associate must endeavor to deal fairly with Capital One’s investors, customers, suppliers, competitors and employees. Associates are expected to maintain the privacy of any information that is available to them based on their employment at Capital One. No Associate should take unfair advantage of anyone through manipulation, concealment, or abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

VII. Protection and Proper Use of Company Assets

All Associates must protect the company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Capital One’s profitability. Associates should use Capital One assets primarily for legitimate business purposes and should not use such assets in a manner that conflicts with or is detrimental to Capital One.

VIII. Accounting Complaints

All complaints or concerns by Associates regarding accounting, internal accounting controls or auditing matters of Capital One should be submitted to the Audit Committee via the EthicsLine. Such submissions may be made anonymously and shall be treated confidentially.

IX. Company Documents and Auditor Influence

Company documents must accurately reflect all transactions, payments and financial statements of Capital One.

Approving and Recording Transactions:

Associates shall not extend or arrange to extend credit for fraudulent purposes, or make any false or artificial entries in any books or records of Capital One, or ask another Associate to do so. Associates may not make or approve any transaction for any purpose other than the purpose stated in the documents supporting the transaction.

Establishing Funds and Approving Payment for Capital One:

Associates may not establish any undisclosed or unrecorded funds or assets of Capital One. No payment on behalf of Capital One shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that described in the document supporting the payment.

No Improper Influence on Auditors:

Associates shall not take any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified accountant engaged in the performance of an audit of the financial statements of Capital One. No false, misleading or incomplete statements will be made to any internal or external auditor, nor shall any Associate unreasonably withhold information requested by an internal or external auditor with respect to any matter pertaining to or arising from the audit or review of Capital One’s accounting records, transactions or financial statements.

X. Compliance with Laws, Rules and Regulations

The company proactively promotes compliance with applicable laws, rules and regulations as well as its internal policies, rules and procedures.

XI. Public Disclosures

Executive Officers and other employees who disclose information relating to the company to the public shall provide full, fair, accurate, timely and understandable disclosures in Securities Exchange Commission filings and other public communications made by the company, as appropriate.

XII. Encouraging the Reporting of Any Illegal or Unethical Behavior

Capital One encourages Associates to talk to supervisors, or other appropriate personnel when in doubt about the best course of action in a particular situation. Additionally, Associates should report suspected violations of laws, rules, regulations, the Code of Conduct or other internal policies, rules or procedures to their supervisors, the EthicsLine, the HR Help Center, the Legal Department or, in certain cases, other appropriate governing bodies or management personnel. Each of these sources will take proper steps to investigate, remediate and penalize, if appropriate, suspected violations. Capital One encourages Associates to report such violations, and Capital One prohibits retaliation for reports made in good faith.

XIII. Violations of Code of Conduct

Capital One is committed to promoting ethical conduct among its Associates and in its relationships with outside parties. Violations of this Code of Conduct and other internal policies, rules and procedures will result in appropriate disciplinary action.

XIV. Changes to Code of Conduct and Reporting of Waivers

Changes to the Code of Conduct shall be approved by the Board of Directors of Capital One Financial Corporation (“Board of Directors”). Waivers to the Code of Conduct may be made by the Nominating and Corporate Governance Committee, the Board of Directors or their designee. Waivers affecting Directors must be by disinterested members of the Board of Directors. Capital One shall publicly disclose any changes or waivers to the Code of Conduct applicable to Directors and Executive Officers through an 8-K filing with the Securities and Exchange Commission.