SEC Filing | Capital One Financial Corp.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LaPrade,III Frank G.

(Last)

(First)

(Middle)

1680 CAPITAL ONE DRIVE

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2010

3. Issuer Name and Ticker or Trading Symbol
CAPITAL ONE FINANCIAL CORP [ COF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Enterprise Srvcs Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	71,376	D
Common Stock	672.96⁽¹⁾	I	By 401(k)
Common Stock	900	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Share Units	⁽²⁾	03/15/2012	Common Stock	10,716⁽³⁾	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁶⁾	Common Stock	4,764	⁽⁷⁾	D
Stock Options	⁽⁸⁾	01/28/2019	Common Stock	60,647	18.28	D
Stock Options	⁽⁹⁾	12/05/2012	Common Stock	4,934	34.13	D
Stock Options	⁽¹⁰⁾	02/20/2018	Common Stock	45,810	48.95	D
Stock Options	⁽¹¹⁾	12/12/2011	Common Stock	2,434	49.07	D
Stock Options	⁽¹²⁾	12/14/2013	Common Stock	4,500	56.28	D
Stock Options	⁽¹³⁾	03/01/2017	Common Stock	20,000	76.79	D
Stock Options	⁽¹⁴⁾	03/14/2015	Common Stock	7,450	78.71	D
Stock Options	⁽¹⁵⁾	03/02/2016	Common Stock	9,360	88.81	D

Explanation of Responses:

1. Represents the reporting person's equivalent share ownership in the company's 401(k) Plan, a unitized plan, as of the date of the latest reported transaction.

2. The performance shares may be issuable at the end of a three-year performance period (January 1, 2009 to December 31, 2011) based on the Company's total shareholder return as compared to the total shareholder return for a peer group of companies.

3. The number of performance units shown represents the maximum number of performance shares that may be issuable at the end of the performance period.

4. Each performance unit represents the right to receive one performance share upon satisfaction of the performance conditions.

5. The restricted stock units will vest in full on December 31, 2010.

6. On the Vesting Date, the restricted stock units shall become payable in cash.

7. Each restricted stock unit will be settled in cash based on the Company's average stock price over the twenty trading days preceding the vesting date.

8. This option becomes exercisable in 33 1/3 increments beginning on January 29, 2010 and annually thereafter.

9. This option became exercisable in 33 1/3 increments beginning on December 6, 2003 and annually thereafter.

10. This option becomes exercisable in 33 1/3 increments beginning on February 21, 2009 and annually thereafter.

11. This option becomes exercisable in 33 1/3 increments beginning on December 13, 2002 and annually thereafter.

12. This option became exercisable in 33 1/3 increments beginning on December 15, 2004 and annually thereafter.

13. This option becomes exercisable in 33 1/3 increments beginning on March 2, 2008 and annually thereafter.

14. This option becomes exercisable in 33 1/3 increments beginning on March 15, 2006 and annually thereafter.

15. This option becomes exercisable in 33 1/3 increments beginning on March 3, 2007 and annually thereafter.

Remarks:

poalaprade.TXT

	Gregory W. Seward (POA on file)	08/03/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY


        The undersigned hereby constitutes and appoints John G. Finneran, Jr.,
Stephen T. Gannon, Shahin Rezai and Gregory W. Seward, 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 an 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 __2nd__ day of ________August_________, 2010.



                                                 ____//_Frank G. LaPrade, III_
                                                 Name: Frank G. LaPrade, III


        ACKNOWLEDGEMENT FOR POWER OF ATTORNEY

STATE OF _____Virginia_________    )
                                )      ss.
CITY/COUNTY OF ____Fairfax____   )


The foregoing instrument was acknowledged before me this _2nd_ day
of ______August_________, 2010 by _____________Frank G. LaPrade, III__.



        _______Christine A. Van Horn_____________
               Notary Public
	       #307303


(SEAL)


My commission expires ____July 31_, 2013_.