COF · Capital One Financial Corp · Debt

WHEREAS, reference is hereby made to that certain Senior Indenture dated as of November 1, 1996 (the “**Base** **Indenture**”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as indenture trustee (the “**Trustee**”), as supplemented by a supplemental indenture dated as of November 2, 2021 between the Issuer and the Trustee (the “**Supplemental Indenture**” and together with the Base Indenture, the “**Indenture**”) pursuant to which the Issuer proposes to issue Euro denominated 4.326% Fixed-to-Floating Rate Senior Notes due 2032 in the form attached hereto as Annex A (the “**2032 Notes**”) in the aggregate principal amount of €750,000,000 and Euro denominated 4.832% Fixed-to-Floating Rate Senior Notes due 2037 in the form attached hereto as Annex B (the “**2037 Notes**” and, together with the 2032 Notes, the “**Notes**”) in the aggregate principal amount of €750,000,000, on the date hereof;

Issuer evidence: **THIS AGREEMENT** is made as of September 15, 2026 between Capital One Financial Corporation (the “**Issuer**”), and The Bank of New York Mellon, London Branch, as paying agent (the “**Paying Agent**”), located at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom.

Supporting evidence: WHEREAS, reference is hereby made to that certain Senior Indenture dated as of November 1, 1996 (the “**Base** **Indenture**”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as indenture trustee (the “**Trustee**”), as supplemented by a supplemental indenture dated as of November 2, 2021 between the Issuer and the Trustee (the “**Supplemental Indenture**” and together with the Base Indenture, the “**Indenture**”) pursuant to which the Issuer proposes to issue Euro denominated 4.326% Fixed-to-Floating Rate Senior Notes due 2032 in the form attached hereto as Annex A (the “**2032 Notes**”) in the aggregate principal amount of €750,000,000 and Euro denominated 4.832% Fixed-to-Floating Rate Senior Notes due 2037 in the form attached hereto as Annex B (the “**2037 Notes**” and, together with the 2032 Notes, the “**Notes**”) in the aggregate principal amount of €750,000,000, on the date hereof;

Supporting evidence: WHEREAS, reference is hereby made to that certain Senior Indenture dated as of November 1, 1996 (the “**Base** **Indenture**”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as indenture trustee (the “**Trustee**”), as supplemented by a supplemental indenture dated as of November 2, 2021 between the Issuer and the Trustee (the “**Supplemental Indenture**” and together with the Base Indenture, the “**Indenture**”) pursuant to which the Issuer proposes to issue Euro denominated 4.326% Fixed-to-Floating Rate Senior Notes due 2032 in the form attached hereto as Annex A (the “**2032 Notes**”) in the aggregate principal amount of €750,000,000 and Euro denominated 4.832% Fixed-to-Floating Rate Senior Notes due 2037 in the form attached hereto as Annex B (the “**2037 Notes**” and, together with the 2032 Notes, the “**Notes**”) in the aggregate principal amount of €750,000,000, on the date hereof;

WHEREAS, reference is hereby made to that certain Senior Indenture dated as of November 1, 1996 (the “**Base** **Indenture**”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as indenture trustee (the “**Trustee**”), as supplemented by a supplemental indenture dated as of November 2, 2021 between the Issuer and the Trustee (the “**Supplemental Indenture**” and together with the Base Indenture, the “**Indenture**”) pursuant to which the Issuer proposes to issue Euro denominated 4.326% Fixed-to-Floating Rate Senior Notes due 2032 in the form attached hereto as Annex A (the “**2032 Notes**”) in the aggregate principal amount of €750,000,000 and Euro denominated 4.832% Fixed-to-Floating Rate Senior Notes due 2037 in the form attached hereto as Annex B (the “**2037 Notes**” and, together with the 2032 Notes, the “**Notes**”) in the aggregate principal amount of €750,000,000, on the date hereof;

Issuer evidence: **THIS AGREEMENT** is made as of September 15, 2026 between Capital One Financial Corporation (the “**Issuer**”), and The Bank of New York Mellon, London Branch, as paying agent (the “**Paying Agent**”), located at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom.

Supporting evidence: WHEREAS, reference is hereby made to that certain Senior Indenture dated as of November 1, 1996 (the “**Base** **Indenture**”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as indenture trustee (the “**Trustee**”), as supplemented by a supplemental indenture dated as of November 2, 2021 between the Issuer and the Trustee (the “**Supplemental Indenture**” and together with the Base Indenture, the “**Indenture**”) pursuant to which the Issuer proposes to issue Euro denominated 4.326% Fixed-to-Floating Rate Senior Notes due 2032 in the form attached hereto as Annex A (the “**2032 Notes**”) in the aggregate principal amount of €750,000,000 and Euro denominated 4.832% Fixed-to-Floating Rate Senior Notes due 2037 in the form attached hereto as Annex B (the “**2037 Notes**” and, together with the 2032 Notes, the “**Notes**”) in the aggregate principal amount of €750,000,000, on the date hereof;

Supporting evidence: WHEREAS, reference is hereby made to that certain Senior Indenture dated as of November 1, 1996 (the “**Base** **Indenture**”), between the Issuer and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as indenture trustee (the “**Trustee**”), as supplemented by a supplemental indenture dated as of November 2, 2021 between the Issuer and the Trustee (the “**Supplemental Indenture**” and together with the Base Indenture, the “**Indenture**”) pursuant to which the Issuer proposes to issue Euro denominated 4.326% Fixed-to-Floating Rate Senior Notes due 2032 in the form attached hereto as Annex A (the “**2032 Notes**”) in the aggregate principal amount of €750,000,000 and Euro denominated 4.832% Fixed-to-Floating Rate Senior Notes due 2037 in the form attached hereto as Annex B (the “**2037 Notes**” and, together with the 2032 Notes, the “**Notes**”) in the aggregate principal amount of €750,000,000, on the date hereof;