FIRST SUPPLEMENTAL INDENTURE

between

CAPITAL ONE FINANCIAL CORPORATION

as Issuer

and

THE BANK OF NEW YORK

as Trustee

DATED AS OF JUNE 6, 2006

Supplement to Junior Subordinated Indenture dated as of June 6, 2006

FIRST SUPPLEMENTAL INDENTURE, dated as of June 6, 2006 (this Supplemental Indenture), among CAPITAL ONE FINANCIAL CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the Company), having its principal office at 1680 Capital One Drive, McLean, Virginia 22102 and THE BANK OF NEW YORK, a corporation duly organized and existing under the laws of the State of New York, as Trustee (hereinafter called the Trustee).

RECITALS

WHEREAS, the Company and the Trustee have entered into that certain Junior Subordinated Indenture, dated as of June 6, 2006 (the Base Indenture), providing for the issuance from time to time of Securities;

WHEREAS, pursuant to Section 2.1 and 3.1 of the Indenture, the Company desires to provide for the establishment of a new series of Securities under the Indenture to be known as its 7.50% Junior Subordinated Notes due 2066, the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture;

WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been satisfied; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.

NOW, THEREFORE, in consideration of the premises and the purchase of the Securities by the Holders thereof from time to time on or after the date hereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all such Holders, that the Indenture is supplemented and amended, to the extent and for the purposes expressed herein, as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture.

Section 1.2 In addition, the following terms used in this Supplemental Indenture have the following respective meanings:

Base Indenture has the meaning set forth in the Recitals.

Change in 1940 Act Law means a change (including any announced proposed change) in law or regulation or a change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority.

Commercially Reasonable Efforts means commercially reasonable efforts of the Company to complete the sale of New Equity to third parties that are not Subsidiaries of the

Company. The Company will not be considered to have used Commercially Reasonable Efforts to effect a sale of New Equity if it determines not to pursue or complete such a sale due to pricing or dilution considerations.

Company has the meaning set forth in the Recitals.

Declaration of Trust has the meaning set forth in Section 2.1(a) hereof.

First Supplemental Indenture has the meaning set forth in the Recitals.

Federal Reserve means the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of Richmond, or its successor as the Companys primary federal banking regulator.

Indenture has the meaning set forth in the Recitals.

Investment Company Event means the receipt by the Company and the Trust of an opinion of an independent counsel experienced in matters relating to investment companies (which opinion shall not have been rescinded), to the effect that, as a result of any Change in 1940 Act Law, there is more than an insubstantial risk that the Trust is or will be considered an investment company that is required to be registered under the Investment Company Act of 1940, which Change in 1940 Act Law becomes effective on or after the date of original issuance of the Preferred Securities.

Market Disruption Event means the occurrence or existence of any of the following events or sets of circumstances:

(a) trading in securities generally on the principal exchange on which the securities of the Company are then listed and traded (as of the date of this Supplemental Indenture, the New York Stock Exchange) shall have been suspended or its settlement generally shall have been materially disrupted;

(b) the Company would be required to obtain the consent or approval of a regulatory body (including, without limitation, any securities exchange, but excluding the Federal Reserve) or governmental authority to issue shares of the Companys common stock and the Company shall have failed to obtain that consent or approval notwithstanding the Companys commercially reasonable efforts to obtain that consent or approval; or

(c) an event occurs and is continuing as a result of which the offering document for the offer and sale of shares of the Companys common stock would, in the Companys reasonable judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated in that offering document or necessary to make the statements in that offering document not misleading and either (1) the disclosure of that event at the time the event occurs, in the Companys reasonable judgment, would have a material adverse effect on the Companys business or (2) the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Companys ability to consummate that transaction,

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