DEPOSIT AGREEMENT dated as of September 11, 2019, among (i) Capital One Financial Corporation, a Delaware corporation, (ii) Computershare Trust Company, N.A., (iii) Computershare Inc. and (iv) the Holders from time to time of the Receipts described herein.
WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series I Preferred Stock of the Corporation from time to time with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Series I Preferred Stock so deposited; and
WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:
The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement:
Certificate of Designations shall mean the relevant Certificate of Designations with respect to Series I Preferred Stock filed with the Secretary of State of the State of Delaware establishing the Series I Preferred Stock as a series of preferred stock of the Corporation.
Computershare shall mean Computershare Inc.
Corporation shall mean Capital One Financial Corporation, a Delaware corporation, and its successors.
Deposit Agreement shall mean this Deposit Agreement, as amended, modified or supplemented from time to time in accordance with the terms hereof.
Depositary shall mean, collectively, Computershare Trust Company, N.A. and Computershare, and any successor as Depositary hereunder.
Depositary Shares shall mean the depositary shares, each representing 1/40th of one share of the Series I Preferred Stock, and the same proportionate interest in any and all other property received by the Depositary in respect of such share of Series I Preferred Stock and held under this Deposit Agreement, all as evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights, preferences and privileges of the Series I Preferred Stock represented by such Depositary Share (including the dividend, voting, redemption and liquidation rights contained in the Certificate of Designations).
Depositarys Agent shall mean an agent appointed by the Depositary pursuant to Section 7.5.
Depositarys Office shall mean the principal office of the Depositary at which at any particular time its depositary receipt business shall be administered, which is currently in Canton, MA.
DTC shall mean The Depository Trust Company.
Effective Date shall mean the date first stated above.