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CAPITAL ONE FINANCIAL CORP Director's Dealing 2012

Jan 30, 2012

29823_dirs_2012-01-30_81fdf3b9-45e4-4bf1-9149-011524870b3d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAPITAL ONE FINANCIAL CORP (COF)
CIK: 0000927628
Period of Report: 2012-01-26

Reporting Person: SCHNALL PETER A (Chief Risk Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-26 Common Stock M 8119.0000 $0.0000 Acquired 181245.0000 Direct
2012-01-26 Common Stock F 2490.0000 $45.6100 Disposed 178755.0000 Direct
2012-01-26 Common Stock D 8119.0000 $45.8100 Disposed 170636.0000 Direct
2012-01-27 Common Stock F 4049.0000 $46.0500 Disposed 166587.0000 Direct
2012-01-29 Common Stock F 14221.0000 $46.0500 Disposed 152366.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-01-26 Restricted Stock Units $0.0000 M 8119.0000 Disposed Common Stock (8119.0000) Direct

Footnotes

F1: On January 26, 2012, the restricted stock units were settled in cash based on the Company's average fair market value of shares of common stock over the twenty trading days preceding the vesting date.

F2: Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock granted on January 26, 2011. This is authorized in the applicable restricted stock award agreement.

F3: Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock granted on January 27, 2010. This is authorized in the applicable restricted stock award agreement.

F4: Represents the automatic withholding by the issuer to satisfy the reporting person's tax obligation associated with the vesting of restricted stock granted on January 29, 2009. This is authorized in the applicable restricted stock award agreement.

F5: The amount held was corrected to report the total beneficial holding of the reporting person.

F6: These restricted stock units vest in 1/3 increments beginning on January 26, 2012 and annually thereafter.