On October 30, 2008, the Board of Directors of Capital One Financial Corporation (the "Company") approved certain amendments to the Company's Bylaws, effective October 30, 2008.

The following description of the amendments does not purport to be complete and is qualified in its entirety by reference to the Bylaws, as amended, which are attached hereto as Exhibit 3.1 and incorporated by reference herein.

• Section 1.1 was amended to change the address of the Company's registered agent within the State of Delaware.

• Section 1.3 was amended to update the location of the Company's headquarters from Falls Church, Virginia to McLean, Virginia.

• Section 2.7 was amended to, among other things:

(a) Clearly differentiate between director nominations and other business to be considered at an annual meeting;

(b) Require that stockholders nominating persons for election to the Board of Directors must be stockholders of the Company at the time of the annual meeting;

(c) Require a stockholder proponent to disclose fully all ownership interests, including derivatives, hedged positions and other economic and voting interests;

(d) Clarify that to be eligible to be a nominee for election as a director, a person must provide certain information to the Secretary of the Company, including his or her background and qualifications; and

(e) Clarify the advance notice requirements for special meetings.

• Section 2.8 was amended to clearly describe when an election is "contested" and plurality voting applies and when it is "uncontested" and majority voting applies.

• Section 6.7 was amended to clarify certain indemnification rights under the terms of the Bylaws.

(c) Exhibits.

Exhibit No.       Description of Exhibit
3.1               Restated Bylaws of Capital One Financial Corporation (as restated
                  on October 30, 2008).