Exhibit 4.10.1.1



 Exhibit 4.10.1.1 
 DECLARATION OF TRUST 
 OF 
 CAPITAL ONE CAPITAL V 
 THIS DECLARATION OF TRUST is made as of May 6, 2009
(this “Declaration of Trust”), by and among Capital One Financial Corporation, a Delaware corporation, as sponsor (the “Sponsor”), The Bank of New York Mellon Trust Company, N.A., a national banking association, as institutional
trustee (the “Institutional Trustee”), BNY Mellon Trust of Delaware, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee,” and together with the Institutional Trustee, the “Issuer Trustees”) and
Thomas A. Feil and Stephen Linehan, as administrative trustees (each an “Administrative Trustee” and jointly, the “Administrative Trustees”). The Sponsor, the Issuer Trustees and the Administrative Trustees hereby agree as
follows: 
 1. The trust created hereby shall be known as “Capital One Capital V” (the “Trust”), in which name the Issuer
Trustees or the Sponsor, to the extent provided herein, may conduct the business of the Trust, make and execute contracts on behalf of the Trust, and sue and be sued on behalf of the Trust. 
 2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. Such amount shall constitute the initial trust property. It
is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. (the “Statutory Trust Act”), and that
this Declaration of Trust constitute the governing instrument of the Trust. The Issuer Trustees and the Administrative Trustees are hereby authorized and directed to execute and file a certificate of trust in the office of the Secretary of State of
the State of Delaware in such form as the Issuer Trustees may approve. 
 3. The Sponsor, the Issuer Trustees and the Administrative Trustees
will enter into an amended and restated Declaration of Trust (the “Amended and Restated Declaration of Trust”) satisfactory to each such party, to provide for the contemplated operation of the Trust created hereby and the issuance by the
Trust of the preferred securities and common securities referred to therein. Prior to the execution and delivery of such Amended and Restated Declaration of Trust, the Issuer Trustees shall not have any duty or obligation hereunder or with respect
of the trust property, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing,
the Issuer Trustees may take all actions which the Sponsor deems necessary, convenient or incidental to effect the transactions contemplated herein and as the Issuer Trustees shall be directed in writing by the Sponsor. 
 4. Each of the Sponsor, as the sponsor of the Trust, and any Administrative Trustee is hereby authorized, in its discretion, acting individually or
collectively, (i) to file with the Securities and Exchange Commission (the “Commission”) and execute, in each case on behalf of the Trust, (a) the Registration Statement on such form as the Sponsor determines (the “1933 Act
Registration 








 
Statement”), including any pre-effective or post-effective amendments to the 1933 Act Registration Statement (including the preliminary or final
prospectus, prospectus supplements and the exhibits contained therein), relating to the registration under the Securities Act of 1933, as amended, of any or all of the preferred securities of the Trust and (b) a Registration Statement on such
appropriate form as the Sponsor determines (the “1934 Act Registration Statement”) (including all pre-effective and post-effective amendments thereto) relating to the registration of any or all of the Preferred Securities of the Trust
under the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an “Exchange”) and execute on behalf of the Trust one or
more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause any or all of the Preferred Securities to be listed on any of the Exchanges; (iii) to
file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register any or all of the
Preferred Securities under the securities or blue sky laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to, or instruments for filing with, a
depository relating to any or all of the Preferred Securities; and (v) to execute on behalf of the Trust that certain Underwriting Agreement relating to any or all of the Preferred Securities, among the Trust, the Sponsor and the several
Underwriters named therein, substantially in the form included as an exhibit to the 1933 Act Registration Statement. In the event that any filing referred to in clauses (i), (ii) or (iii) above is required by the rules and regulations of
the Commission, an Exchange or state securities or blue sky laws, to be executed on behalf of the Trust by any of the Administrative Trustees, each of the Administrative Trustees is hereby directed to join in any such filing and to execute on behalf
of the Trust any and all of the foregoing. 
 5. This Declaration of Trust may be executed in one or more counterparts, each of which when so
executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
 6. The
number of trustees of the Trust initially shall be four and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor which may increase or decrease the
number of trustees of the Trust; provided, however, that to the extent required by the Statutory Trust Act, one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity
which has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable Delaware law. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any trustee of the Trust at any
time. Any trustee of the Trust may resign upon thirty (30) days’ prior notice to the Sponsor. 
 7. The Sponsor hereby agrees, to
the fullest extent permitted by applicable law, to (i) reimburse the Issuer Trustees for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (ii) indemnify, defend and hold harmless the Issuer
Trustees and any of the officers, directors, employees and agents of the Issuer Trustees (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements
(including the reasonable fees and expenses of counsel), taxes and penalties of any 

  

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kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time
against such Indemnified Persons with respect to the performance of this Declaration of Trust, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Sponsor shall not be required to
indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or negligence of such Indemnified Person. 
 8. The Trust may be dissolved without issuing any preferred securities at the election of the Sponsor. 
 9. This Declaration shall
be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles). 
 [SIGNATURE PAGES FOLLOW] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly executed as of
the day and year first above written. 
  

			
	CAPITAL ONE FINANCIAL CORPORATION, as Sponsor
		
	By:	 	 /s/ Gary Perlin

	Name:	 	Gary Perlin
	Title:	 	Chief Financial Officer
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Institutional Trustee
		
	By:	 	 /s/ D.G. Donovan

	Name:	 	D.G. Donovan
	Title:	 	Vice President
	
	BNY MELLON TRUST OF DELAWARE, as Delaware Trustee
		
	By:	 	 /s/ Kristine K. Gullo

	Name:	 	Kristine K. Gullo
	Title:	 	Vice President
	
	 /s/ Thomas A. Feil

	Thomas A. Feil, as Administrative Trustee
	
	 /s/ Stephen Linehan

	Stephen Linehan, as Administrative Trustee


  

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