Attached for your review_ please find a draft memo to file

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Attached for your review_ please find a draft memo to file Powered By Docstoc
					From:            Jeremy C Kress
To:              Alison M Thro; Beverly Smith; Amanda K Allexon; Sebastian Astrada
Subject:         Memo to file on Capital One phone call
Date:            08/18/2011 05:52 PM
Attachments:     Summary of Capital One Phone Conversation 8.18.11.docx


Attached for your review, please find a draft memo to file memorializing this
morning's conversation with Mr. Navarette and Ms. Broadman. Please let me know if
you have any revisions to the draft.

Thanks,

Jeremy C. Kress
Attorney
Legal Division
Federal Reserve Board
(202) 872-7589 (Phone)
(202) 736-5615 (Fax)




   Alison M Thro---08/18/2011 12:46:46 PM---Sebastian and Jeremy -- Would you
please prepare a memo to files reflecting the substance of today's

 From:    Alison M Thro/BOARD/FRS
 To:      Sebastian Astrada/BOARD/FRS@BOARD, Jeremy C Kress/BOARD/FRS@BOARD
 Date:    08/18/2011 12:46 PM
 Subject: Fw: Number is 1-866-726-6502, password code 7037202264




                Sebastian and Jeremy -- Would you please prepare a memo to files
                reflecting the substance of today's call with Capital One? Thanks. --
                Alison
----- Forwarded by Alison M Thro/BOARD/FRS on 08/18/2011 12:45 PM -----

 From:    Beverly Smith/BOARD/FRS
 To:      Alison M Thro/BOARD/FRS@BOARD, Sebastian Astrada/BOARD/FRS@BOARD, Jeremy C
          Kress/BOARD/FRS@BOARD
 Date:    08/18/2011 10:49 AM
 Subject: Number is 1-866-726-6502, password code 7037202264




                Beverly C. Smith
                Manager -- Banking Applications & Examiner Training
                Division of Consumer and Community Affairs
                wk. 202-452-5291
                fax 202-785-6032                  1 page withheld in full pursuant to (b)(5) & (8)
From:           Harriet H Clubb
To:             Stanlyn Clark
Subject:        COF Capital Plan
Date:           08/22/2011 02:15 PM
Encrypted
Attachments:    CCAR Capital Plan and Stress Methodology Details Capital One August 12 2011[1].doc


Restricted FR

The first of 2 files.

___________________________________
Harriet H. Clubb, CFA
Supervisory Financial Analyst
Banking Supervision and Regulation
Federal Reserve Board
202-785-6016

    - CCAR Capital Plan and Stress Methodology Details Capital One August 12
2011[1].doc
    Comprehensive Capital Analysis and Review


  Capital Plan and Explanation of Stress Testing
             Methodology and Results




                                     426 pages withheld in full pursuant to
                                     (b)(4) & (8)
                   August 12, 2011




CapitalOne               -1-            Confidential / Proprietary
From:           Harriet H Clubb
To:             Stanlyn Clark
Subject:        COF Capital Plan
Date:           08/22/2011 02:19 PM
Encrypted
Attachments:    CCAR Capital Plan - Capital One and ING Appendix - Capital One August 12 2011[1].doc


Restricted FR

Installment #2.

___________________________________
Harriet H. Clubb, CFA
Supervisory Financial Analyst
Banking Supervision and Regulation
Federal Reserve Board
202-785-6016

    - CCAR Capital Plan - Capital One and ING Appendix - Capital One August 12
2011[1].doc
               Comprehensive Capital Analysis and Review


                             APPENDIX




                                        121 pages withheld in full pursuant to
                                        (b)(4) & (8)




Capital Plan                                   CAPITAL ONE CONFIDENTIAL          1
From:              Alison M Thro
To:                Andrew.Cohen@frb.gov
Cc:                Elizabeth Kiser; Gopal.DasVarma@frb.gov; Robin.Prager@frb.gov; Sebastian Astrada; Jeremy C Kress; Michelle M Kidd
Subject:           Re: Phone call from David Neal re: systemic risk questions
Date:              09/01/2011 06:10 PM


(b)(5)



   Andrew.Cohen---09/01/2011 05:49:44 PM---We can call him in the morning around 9 or 9:30 after we finish a different call.

 From:     Andrew.Cohen@frb.gov
 To:       Robin.Prager@frb.gov, Gopal.DasVarma@frb.gov, "Elizabeth Kiser" <Elizabeth.K.Kiser@frb.gov>
 Cc:       "Alison Thro" <Alison.M.Thro@frb.gov>
 Date:     09/01/2011 05:49 PM
 Subject: Re: Phone call from David Neal re: systemic risk questions




               (b)(5)



                 |------------>
                 |From:       |
                 |------------>
                   >------------------------------------------------------------------------------------------------------------------------------
                 ------------|
                   |Robin
                 Prager
                 |
                   >------------------------------------------------------------------------------------------------------------------------------
                 ------------|
                 |------------>
                 |To:          |
                 |------------>
                   >------------------------------------------------------------------------------------------------------------------------------
                 ------------|
                   |Andrew Cohen; Gopal
                 DasVarma                                                                                                              |
                   >------------------------------------------------------------------------------------------------------------------------------
                 ------------|
                 |------------>
                 |Cc:          |
                 |------------>
                   >------------------------------------------------------------------------------------------------------------------------------
                 ------------|
                   |Elizabeth
                 Kiser                                                                                                                           |
                   >------------------------------------------------------------------------------------------------------------------------------
                 ------------|
                 |------------>
                 |Date:       |
                 |------------>
                   >------------------------------------------------------------------------------------------------------------------------------
                 ------------|
                   |09/01/2011 05:13 PM
                 EDT                                                                                                                   |
                   >------------------------------------------------------------------------------------------------------------------------------
                 ------------|
                 |------------>
                 |Subject:    |
                 |------------>
                   >------------------------------------------------------------------------------------------------------------------------------
                 ------------|
                   |Phone call from David Neal re: systemic risk
                 questions                                                                                    |
                   >------------------------------------------------------------------------------------------------------------------------------
                 ------------|



                 Andrew and Gopal,
                 I just got a call from David Neal regarding the systemic risk questions
                 that were sent to Cap One. They are not clear what you were asking for on
                 questions 1, 3 and 4. I was not able to shed any light on this for him.
                 Andrew, would it be possible for you to give David a call tomorrow? His #
                 is 212-403-1263.
                 Thanks,
                 Robin
                 ______________
                 Robin A. Prager
                 Deputy Associate Director
                 Division of Research and Statistics
                 Board of Governors of the Federal Reserve System
                 Washington, DC 20551
                 Phone: (202) 452-3643     Fax: (202) 728-5838
From:          Jeremy C Kress
To:            Anlon L Panzarella
Subject:       Cap One AI Questions
Date:          09/14/2011 02:39 PM
Attachments:   Cap 1 ING ex parte ltr.pdf
               Cap 1 non-ex-parte letter-8.29.11.pdf




Jeremy C. Kress
Attorney
Legal Division
Federal Reserve Board
(202) 872-7589 (Phone)
(202) 736-5615 (Fax)
5 U.S.C. 522 (b)(4)
5 U.S.C. 522 (b)(4)
From:             Jennifer J Johnson
To:               Juanetta Price; Kathleen O'Day; Alison M Thro; Ann Misback
Subject:          Fw: Capital One Second Response to Commenters
Date:             09/19/2011 07:04 AM
Importance:       High
Attachments:      Cover Letter - Second Response.pdf
                  Second Capital One Response to Commenters (9.17).pdf




----- Forwarded by Jennifer J Johnson/BOARD/FRS on 09/19/2011 07:04 AM -----

 From:     <JLRobinson@wlrk.com>
 To:       <jennifer.johnson@frb.gov>
 Cc:       <RKim@wlrk.com>, <JAWatiker@wlrk.com>
 Date:     09/17/2011 02:05 PM
 Subject: Capital One Second Response to Commenters




Ms. Johnson,


On behalf of Capital One Financial Corporation, please find attached a copy of materials responding
to comment letters submitted to the Federal Reserve System in connection with Capital One's
notice to acquire ING Bank, fsb, and its subsidiaries. The attached materials were submitted today,
via E-Apps, to the Board of Governors.


Regards,


John




John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be used, and
cannot be used, for the purpose of avoiding tax penalties and is not intended to be used or
referred to in promoting, marketing or recommending a partnership or other entity,
investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client communication
or may otherwise be privileged or confidential. If you are not the intended recipient, please
do not read, copy or re-transmit this communication. If you have received this
communication in error, please notify us by e-mail (helpdesk@wlrk.com) or by telephone
(call us collect at 212-403-4357) and delete this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com

=================================================




                                    Duplicate attachments addressed above
From:             JLRobinson@wlrk.com
To:               sebastian.astrada@frb.gov
Cc:               RKim@wlrk.com; JAWatiker@wlrk.com
Subject:          Capital One - Third Response to Commenters
Date:             10/28/2011 05:00 PM
Attachments:      Third Response - Cover Letter [10.28].pdf
                  Global Response Ltr. III [Submitted 10.28].pdf


Mr. Astrada,

On behalf of Capital One Financial Corporation, please find attached a copy of materials responding
to comment letters and testimony submitted to the Federal Reserve in connection with Capital
One's notice to acquire ING Bank, fsb, and its subsidiaries. The attached materials were submitted
today, via E-Apps, to the Board of Governors.

Regards,

John                                                               Duplicate attachments addressed above



John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
From:            Office-of-the-Secretary
Sent By:         Office-of-the-Secretary
Reply To:        Office-of-the-Secretary
To:              Kathleen O'Day; Alison M Thro; Pam Nardolilli; Anlon L Panzarella; Stanlyn Clark; Andrew M Cohen; Beverly
                 Smith; Peggy Naulty
Subject:         Capital One Financia/ING Bank
Date:            10/31/2011 08:47 AM
Attachments:     Third Response - Cover Letter [10.28].pdf
                 Global Response Ltr. III [Submitted 10.28].pdf




Ms. Johnson,


On behalf of Capital One Financial Corporation, please find attached a copy of materials responding
to comment letters and testimony submitted to the Federal Reserve in connection with Capital
One's notice to acquire ING Bank, fsb, and its subsidiaries. The attached materials were submitted
today, via E-Apps, to the Board of Governors.

Regards,

John



John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be used, and
cannot be used, for the purpose of avoiding tax penalties and is not intended to be used or
referred to in promoting, marketing or recommending a partnership or other entity,
investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client communication
or may otherwise be privileged or confidential. If you are not the intended recipient, please
do not read, copy or re-transmit this communication. If you have received this
communication in error, please notify us by e-mail (helpdesk@wlrk.com) or by telephone
(call us collect at 212-403-4357) and delete this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================


                         Duplicate attachments addressed above
From:            PARobinson@wlrk.com
To:              andrew.m.cohen@frb.gov
Cc:              pam.nardolilli@frb.gov; stanlyn.clark@frb.gov; jeremy.kress@frb.gov; sebastian.astrada@frb.gov;
                 JAWatiker@wlrk.com; JLRobinson@wlrk.com
Subject:         Capital One--Requested Clarifications on 11/01/11 AI Letter
Date:            11/07/2011 09:55 AM
Importance:      High


Andrew,
         This is a follow up to the brief conversation we had on Friday concerning clarifications on
the information requested in certain items in the Board staff's letter of November 1, 2011,
requesting additional information on Capital One's application to acquire ING Bank, fsb and certain
affiliates.

1. With respect to item 9, you indicated that Capital One should respond to the different subparts
with respect to each of Capital One's credit card portfolio and HSBC's credit card portfolio. In
addition, you indicated that Capital One should provide the outstanding bank card balances data
broken out by prime and subprime (as defined in the item) for each of Capital One's small business
credit card portfolio and HSBC's small business credit card portfolio, as a new item 9d. Please
confirm that my understanding is correct. Also, please confirm that all the data requested in item
9 should be as of the most recently available month-end data on the outstanding bank card
balances for both Capital One's portfolio and HSBC's portfolio.
2. With respect to item 9c. you asked that the data requested be broken out by private label and
store card program. Please confirm whether you want the prime and subprime data broken out by
each separate store card program and each private label card program or by aggregate data for
store card programs of Capital One's portfolio and aggregate data for store card programs of the
HSBC portfolio with similar aggregate data for private label card programs of each of Capital One's
portfolio and HSBC's portfolio. The former might be more difficult to produce; we are contacting
HSBC to determine whether it has such information available but wanted to be sure of the data you
need before requesting them to produce new sets of data.
5 U.S.C. 522 (b)(4)




We appreciate your help in providing these clarifications and any other clarifications on the
November 1 letter that you believe are warranted. If you have questions, I can be reached
tomorrow (Mon.) at 917/603-4026 or you can send me an email with suggested times for me to
call you. Thanks for your help!


Best regards,
Pat




=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
From:              PARobinson@wlrk.com
To:                Andrew.Cohen@frb.gov
Cc:                stanlyn.clark@frb.gov; pam.nardolilli@frb.gov; sebastian.astrada@frb.gov
Subject:           RE: Capital One--Requested Clarifications on 11/01/11 AI Letter
Date:              11/07/2011 03:24 PM
Importance:        High


Andrew,
         A couple of quick additional questions: For the monthly purchase volume data, do you
want 2011 data through 10/31, monthly 10/30/10 through 10/30/11 through or 2010 monthly
data? Because the purchase volume data is much more readily available on a statement basis, is it
okay to provide that monthly data at the statement level (even though the statement dates vary
within a month among customers--the statement period do not all end as of the same day of the
month). For the FICO breakdowns of all the data categories, do you want the FICO breakdown
based on the current FICO status of the customer (which can change over the months) or based on
the customer's status at the time of the application? As in most things in life, data gathering is a
little more complicated than expected. We want to make sure we are providing the data you
actually need for comparison purposes or other reasons.

Thanks,
Pat

From: Andrew.Cohen@frb.gov [mailto:Andrew.Cohen@frb.gov]
Sent: Monday, November 07, 2011 1:25 PM
To: Robinson, Patricia A.
Subject: Re: Capital One--Requested Clarifications on 11/01/11 AI Letter

Andrew,
         This is a follow up to the brief conversation we had on Friday concerning clarifications on the
information requested in certain items in the Board staff's letter of November 1, 2011, requesting additional
information on Capital One's application to acquire ING Bank, fsb and certain affiliates.

1. With respect to item 9, you indicated that Capital One should respond to the different subparts with respect
to each of Capital One's credit card portfolio and HSBC's credit card portfolio. In addition, you indicated that
Capital One should provide the outstanding bank card balances data broken out by prime and subprime (as
defined in the item) for each of Capital One's small business credit card portfolio and HSBC's small business
credit card portfolio, as a new item 9d. Please confirm that my understanding is correct. Also, please confirm
that all the data requested in item 9 should be as of the most recently available month-end data on the
outstanding bank card balances for both Capital One's portfolio and HSBC's portfolio.

MOST CURRENT MONTH-END IS FINE FOR OUTSTANDINGS. IN ADDITION, WE WOULD LIKE MONTHLY PURCHASE
VOLUMES FOR THE PAST YEAR. I AM TOLD THAT THIS SHOULD NOT BE TOO BURDENSOME, PLEASE ADVISE IF
I'M MISINFORMED.

SO, QUESTION 9 NOW ASKS FOR OUTSTANDINGS AND VOLUMES BY PRIME/SUBPRIME FOR HSBC and CAPITAL
ONE BY:

1. CONSUMER BANK CARDS
2. PRIVATE LABEL AND STORE CARDS
3. SMALL BUSINESS BANKCARDS
IF WE HAVE MISSED ANYTHING, PLEASE INCLUDE THAT AS WELL (I.E., THE NUMBERS SHOULD ADD UP TO THE
TOTAL CREDIT CARD LENDING FOR EACH FIRM)



2. With respect to item 9c. you asked that the data requested be broken out by private label and store card
program. Please confirm whether you want the prime and subprime data broken out by each separate store
card program and each private label card program or by aggregate data for store card programs of Capital One's
portfolio and aggregate data for store card programs of the HSBC portfolio with similar aggregate data for
private label card programs of each of Capital One's portfolio and HSBC's portfolio. The former might be more
difficult to produce; we are contacting HSBC to determine whether it has such information available but wanted
to be sure of the data you need before requesting them to produce new sets of data.

IT WOULD BE RESPONSIVE TO PROVIDE A PRIME/SUBPRIME BREAKDOWN (AS PER OUR DEFINITION) BY TOTAL
PRIVATE/LABEL STORE CARDS, FOR CAPITAL ONE AND HSBC, RESPECTIVELY (RATHER THAN BY PROGRAM).
 HOWEVER, WE WOULD LIKE TO THE TOTAL OUTSTANDINGS/VOLUMES BY PROGRAM.




5 U.S.C. 522 (b)(4)




TO THE EXTENT THAT THE NEW QUESTION 9 IS ANSWERED IN ITS ENTIRETY (USING OUTSTANDINGS AND
VOLUMES), THAT WOULD BE RESPONSIVE TO THE OLD QUESTION 22 AND YOU COULD SIMPLY REFERENCE
THOSE DATA.



We appreciate your help in providing these clarifications and any other clarifications on the November 1 letter
that you believe are warranted. If you have questions, I can be reached tomorrow (Mon.) at 917/603-4026 or
you can send me an email with suggested times for me to call you. Thanks for your help!



=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
From:             Alison M Thro
To:               Pam Nardolilli; Sebastian Astrada; Michelle M Kidd; Jeremy C Kress
Subject:          Fw: Capital One - Response to AI Request
Date:             11/16/2011 08:00 AM
Attachments:      Cover Letter (11.15.11).pdf
                  Capital One - Non-Confidential Response (11.15.11).pdf
                  Capital One - Confidential Responses (11.15.11).pdf
                  Capital One - Confidential Attachments (11.15.11).pdf


FYI -- This just in . . . .
----- Forwarded by Alison M Thro/BOARD/FRS on 11/16/2011 08:00 AM -----

 From:     <JLRobinson@wlrk.com>
 To:       <alison.m.thro@frb.gov>
 Cc:       <RKim@wlrk.com>, <PARobinson@wlrk.com>, <JAWatiker@wlrk.com>
 Date:     11/15/2011 06:56 PM
 Subject: Capital One - Response to AI Request




Ms. Thro,
On behalf of Capital One Financial Corporation, please find attached a copy of materials responding
to the Board of Governors' request for additional information, dated November 1, 2011, with
regard to Capital One's notice to acquire ING Bank, fsb, and its subsidiaries. The attached materials
were submitted today, via E-Apps, to the Board of Governors.

Regards,

John


John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be used, and
cannot be used, for the purpose of avoiding tax penalties and is not intended to be used or
referred to in promoting, marketing or recommending a partnership or other entity,
investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client communication
or may otherwise be privileged or confidential. If you are not the intended recipient, please
do not read, copy or re-transmit this communication. If you have received this
communication in error, please notify us by e-mail (helpdesk@wlrk.com) or by telephone
(call us collect at 212-403-4357) and delete this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================




                                              These attachments were previously addressed in
                                              response to your prior FOIA request (our reference no.
                                              2012-139)
From:            Jeremy C Kress
To:              Pam Nardolilli; Michelle M Kidd
Subject:         Conversation with Pat
Date:            11/16/2011 10:35 AM


5 U.S.C. 522 (b)(4)



                                                     In addition, Pat said that she
would provide a written competition analysis for investment advisory services; I
expect that we will receive this analysis by email in the next couple of days.

Jeremy C. Kress
Attorney
Legal Division
Federal Reserve Board
(202) 872-7589 (Phone)
(202) 736-5615 (Fax)
From:           PARobinson@wlrk.com
To:             stanlyn.clark@frb.gov; Pam.Nardolilli@frb.gov
Cc:             RKim@wlrk.com; JAWatiker@wlrk.com; JLRobinson@wlrk.com
Subject:        Capital One--Information to Circulate
Date:           11/20/2011 11:14 PM
Importance:     High
Attachments:    COF Funding Slide.ppt


Stanlyn,

Attached is a table that illustrates the funding with respect to the proposed acquisition of the
credit card portfolio from HSBC Bank (USA) ("HSBC Bank"), which will be discussed in more detail in
the call at 9:30 tomorrow morning (the "Scheduled Call"). The table should assist the discussion of
the funding requirements and sources of such funding for the proposed acquisition. After the call
we will provide a written submission that confirms the information conveyed in the Scheduled Call
and responds to any questions or requests for additional information that arise during the such
call. Please forward this information ahead of the Scheduled Call to others at the Board, the
Federal Reserve Bank of Richmond and the Office of the Comptroller of the Currency the ("OCC")
who will be participating on such call.

Capital One and its subsidiary banks (collectively, "Capital One"), HSBC USA Inc. ("HSBC") and ING
Bank, fsb ("ING Bank") request confidential treatment for the information provided in the
attachment and the information that will be conveyed in the Scheduled Call because such
information is derived from sensitive and proprietary confidential business information. This
information could provide competitors of Capital One, HSBC Bank and ING Bank with nonpublic
information regarding the companies. In addition, potential investors could be influenced or
misled by such information, which is not reported in any documents filed or to be filed in
accordance with the disclosure requirements of applicable securities laws, as a result of which
Capital One and the parent entities of HSBC Bank and ING Bank could be exposed to potential
inadvertent violations of law or exposure to legal claims. This information is not the type of
information that would be made available to the public. Certain information in the attachment and
discussions relate to operation or condition reports or other documents prepared for the use of
the Board or the OCC in supervising Capital One, HSBC Bank or ING Bank. All such information, if
made public, could result in substantial and irreparable harm to Capital One, HSBC Bank and ING
Bank, and the respective parent companies of those institutions. Accordingly, this information is
exempt from disclosure under the Freedom of Information Act, 5 U.S.C. § 552(b)(4) and (8), and the
implementing regulations of both the Board (12 C.F.R. §§ 261.14 and 261.15) and the OCC (12
C.F.R. § 4.12). Other exemptions from disclosure may also apply. We request that you contact
either Richard Kim (212-403-1345) or me (212-403-1127) before any public release of any of this
information pursuant to a request under the Freedom of Information Act, 12 U.S.C. § 552, or a
request or demand for disclosure by any governmental agency, congressional office or committee,
court or grand jury. Such prior notice is necessary so that Capital One, HSBC Bank and ING Bank
may take appropriate steps to protect such information from disclosure.

We look forward to talking to you tomorrow to address your requests for additional information on
the Scheduled Call.
Best regards,
Pat


=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================




                                 1 page withheld in full pursuant to exemption (b)(4)
From:            JAWatiker@wlrk.com
To:              stanlyn.clark@frb.gov; Wai-Fan.Chang@occ.treas.gov
Cc:              RKim@wlrk.com; PARobinson@wlrk.com; JLRobinson@wlrk.com; andy.navarrete@capitalone.com;
                 lisa.goodglick@capitalone.com
Subject:         Capital One/ING and Capital One/HSBC -- memo summarizing yesterday's conference calls
Date:            11/22/2011 02:11 PM
Attachments:     Summary of Calls with Regulators.PDF


Stanlyn and Wai-Fan,

Attached is a memorandum which summarizes: (I) the telephone conference call held from 9:30-
10:15 a.m. on Monday, November 21, 2011, with representatives of: (a) Capital One Financial
Corporation and its subsidiary banks (collectively, "Capital One") ("Capital One"), (b) Capital One’s
regulatory counsel, Wachtell, Lipton, Rosen and Katz (“Wachtell, Lipton”), (c) staff of the Board of
Governors of the Federal Reserve System (the “FRB”) and the Federal Reserve Bank of Richmond
(“FRBR” and together with the FRB, the “Federal Reserve”) and (d) staff of the Office of the
Comptroller of the Currency (the “OCC”); and (II) the follow-up telephone conference call held
from 3:30-3:50 p.m. on Monday, November 21, 2011, with representatives of (i) Capital One, (ii)
Wachtell, Lipton and (iii) the FRB.

Request for Confidential Treatment: Capital One, HSBC USA Inc. ("HSBC") and ING Bank, fsb ("ING
Bank") request confidential treatment for the information provided in the attachment and the
information that was conveyed in the subject conference calls because such information is derived
from sensitive and proprietary confidential business information. This information could provide
competitors of Capital One, HSBC Bank and ING Bank with nonpublic information regarding the
companies. In addition, potential investors could be influenced or misled by such information,
which is not reported in any documents filed or to be filed in accordance with the disclosure
requirements of applicable securities laws, as a result of which Capital One and the parent entities
of HSBC Bank and ING Bank could be exposed to potential inadvertent violations of law or
exposure to legal claims. This information is not the type of information that would be made
available to the public. Certain information in the attachment and discussions relate to operation
or condition reports or other documents prepared for the use of the Board or the OCC in
supervising Capital One, HSBC Bank or ING Bank. All such information, if made public, could result
in substantial and irreparable harm to Capital One, HSBC Bank and ING Bank, and the respective
parent companies of those institutions. Accordingly, this information is exempt from disclosure
under the Freedom of Information Act, 5 U.S.C. § 552(b)(4) and (8), and the implementing
regulations of both the Board (12 C.F.R. §§ 261.14 and 261.15) and the OCC (12 C.F.R. § 4.12).
Other exemptions from disclosure may also apply. We request that you contact either Richard Kim
(212-403-1345), Patricia Robinson (212-403-1127) or me (212- 403-1330) before any public release
of any of this information pursuant to a request under the Freedom of Information Act, 12 U.S.C. §
552, or a request or demand for disclosure by any governmental agency, congressional office or
committee, court or grand jury. Such prior notice is necessary so that Capital One, HSBC Bank and
ING Bank may take appropriate steps to protect such information from disclosure.

Best regards,

Jeff
Jeffrey A. Watiker
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1330 (Direct) | (212) 403-2330 (Fax)
JAWatiker@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
5 U.S.C. 522 (b)(4)
5 U.S.C. 522 (b)(4)




5 U.S.C. 522 (b)(4)
                      5 U.S.C. 522 (b)(4)
5 U.S.C. 522 (b)(4)
5 U.S.C. 522 (b)(4)
From:             JLRobinson@wlrk.com
To:               stanlyn.clark@frb.gov
Cc:               RKim@wlrk.com; PARobinson@wlrk.com; JAWatiker@wlrk.com
Subject:          Capital One - Additional Information
Date:             11/23/2011 05:22 PM
Attachments:      Capital One - 11.23 Cover Letter.pdf
                  Capital One - CONFIDENTIAL - 11.23 AI Response.pdf


Ms. Clark,

Please find attached a copy of materials submitted to the Federal Reserve this afternoon via E-
Apps. The attached materials are responsive to requests for additional information with respect to
Capital One's proposed acquisition of ING Bank. I will also forward a copy of these materials to the
OCC.

Best regards,

John


John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
                                                  Wachtell, Lipton, Rosen & Katz
MARTIN LIPTON             STEPHANIE J. SELIGMAN                                                                 RACHELLE SILVERBERG   JOHN F. LYNCH
HERBERT M. WACHTELL       JOHN F. SAVARESE
                                                          51 WEST 52ND STREET                                   DAVID C. BRYAN        WILLIAM SAVITT
BERNARD W. NUSSBAUM       SCOTT K. CHARLES           N E W Y O R K , N . Y . 1 0 0 1 9 -6 1 5 0                 STEVEN A. COHEN       ERIC M. ROSOF
LAWRENCE B. PEDOWITZ      DAVID S. NEILL                                                                        GAVIN D. SOLOTAR      MARTIN J.E. ARMS
PAUL VIZCARRONDO, JR.     JODI J. SCHWARTZ            TELEPHONE: (212) 403 - 10 0 0                             DEBORAH L. PAUL       GREGORY E. OSTLING
PETER C. HEIN             ADAM O. EMMERICH                                                                      DAVID C. KARP         DAVID B. ANDERS
HAROLD S. NOVIKOFF        GEORGE T. CONWAY III
                                                      FACSIMILE:               (212) 403 - 2000                 RICHARD K. KIM        ADAM J. SHAPIRO
KENNETH B. FORREST        RALPH M. LEVENE                                                                       JOSHUA R. CAMMAKER    NELSON O. FITTS
MEYER G. KOPLOW           RICHARD G. MASON                   G E O R G E A . K A T Z ( 1 96 5 - 1 9 8 9 )       MARK GORDON           JEREMY L. GOLDSTEIN
THEODORE N. MIRVIS        DOUGLAS K. MAYER                 JAMES H. FOGELSON (1967-1991)                        JOSEPH D. LARSON      JOSHUA M. HOLMES
EDWARD D. HERLIHY         MICHAEL J. SEGAL                                                                      LAWRENCE S. MAKOW     DAVID E. SHAPIRO
DANIEL A. NEFF            DAVID M. SILK                                  OF COUNSEL                             JEANNEMARIE O’BRIEN   DAMIAN G. DIDDEN
ERIC M. ROTH              ROBIN PANOVKA                                                                         WAYNE M. CARLIN       ANTE VUCIC
                                                    WILLIAM T. ALLEN                    ERIC S. ROBINSON
ANDREW R. BROWNSTEIN      DAVID A. KATZ                                                                         STEPHEN R. DiPRIMA    IAN BOCZKO
                                                    PETER C. CANELLOS                   PATRICIA A. ROBINSON*
MICHAEL H. BYOWITZ        ILENE KNABLE GOTTS                                                                    NICHOLAS G. DEMMO     MATTHEW M. GUEST
                                                    DAVID M. EINHORN                    LEONARD M. ROSEN
PAUL K. ROWE              DAVID M. MURPHY                                                                       IGOR KIRMAN           DAVID E. KAHAN
                                                    THEODORE GEWERTZ                    MICHAEL W. SCHWARTZ
MARC WOLINSKY             JEFFREY M. WINTNER                                                                    JONATHAN M. MOSES     DAVID K. LAM
                                                    RICHARD D. KATCHER                  ELLIOTT V. STEIN
DAVID GRUENSTEIN          TREVOR S. NORWITZ                                                                     T. EIKO STANGE        BENJAMIN M. ROTH
                                                    THEODORE A. LEVINE                  WARREN R. STERN
STEPHEN G. GELLMAN        BEN M. GERMANA                                                                        DAVID A. SCHWARTZ     JOSHUA A. FELTMAN
                                                    ROBERT B. MAZUR                     PATRICIA A. VLAHAKIS
STEVEN A. ROSENBLUM       ANDREW J. NUSSBAUM
                                                    PHILIP MINDLIN                      J. BRYAN WHITWORTH
                                                    ROBERT M. MORGENTHAU                AMY R. WOLF

                                                       * ADMITTED IN THE DISTRICT OF COLUMBIA


                                                                            COUNSEL

                                                    MICHELE J. ALEXANDER                PAULA N. GORDON
                                                    LOUIS J. BARASH                     NANCY B. GREENBAUM
                                                    DIANNA CHEN                         MAURA R. GROSSMAN
                                                    ANDREW J.H. CHEUNG                  J. AUSTIN LYONS
                                                    PAMELA EHRENKRANZ                   AMANDA N. PERSAUD
                                                    ELAINE P. GOLIN                     JEFFREY A. WATIKER




                                                           Direct Dial: (212) 403-1354
                                                           Direct Fax: (212) 403-2354
                                                             E-Mail: RKim@WLRK.com

                                                            November 23, 2011




                 BY E-APPS AND OVERNIGHT COURIER

                 Mr. Adam M. Drimer
                 Assistant Vice President
                 Federal Reserve Bank of Richmond
                 701 East Byrd Street
                 Richmond, VA 23261

                        Re:      Additional Information Request, dated November 16, 2011, Regarding
                                 the Notification Filed by Capital One Financial Corporation to Acquire
                                 ING Bank, fsb, Sharebuilder Advisors, LLC and ING Direct Investing,
                                 Inc. pursuant to Section 4 of the Bank Holding Company Act


                 Dear Mr. Drimer:

                                In connection with the above captioned notification (the “Notice”), please find
                 enclosed additional information from Capital One Financial Corporation, McLean, Virginia
                 (“Capital One”), pertaining to its acquisition of ING Bank, fsb (the “Bank”), Sharebuilder
                 Advisors, LLC and ING Direct Investing, Inc., that is responsive to certain questions from the
                 Board of Governors of the Federal Reserve System (the “Board”) that were communicated to
                 Capital One on November 16 and 18, 2011 and during a teleconference between Capital One and
                 the Board on November 21, 2011.
Ms. Adam M. Drimer
November 23, 2011
Page 2

               This information supplements Capital One’s previous submissions in response to
the Board’s request for additional information communicated to Capital One on November 16,
2011.

Request for Confidential Treatment. Capital One, the Bank and HSBC Bank (USA) (“HSBC”)
request confidential treatment for these Confidential Responses and the Confidential
Attachments because they contain information regarding the companies that is derived from
sensitive and proprietary confidential business information. This information could provide
competitors of Capital One, the Bank and HSBC with nonpublic information regarding the
companies. In addition, potential investors could be influenced or misled by such information,
which is not reported in any documents filed or to be filed in accordance with the disclosure
requirements of applicable securities laws, as a result of which Capital One, the Bank, HSBC and
the parent companies of the Bank and HSBC, ING Groep N.V. and HSBC Holdings plc,
respectively, could be exposed to potential inadvertent violations of law or exposure to legal
claims. This information is not the type of information that would be made available to the
public under any circumstances. Certain information in the Confidential Responses and the
Confidential Attachments is also related to examination, operation or condition reports prepared
for the use of the Board or the Office of the Comptroller of the Currency (“OCC”) in supervising
Capital One, the Bank or HSBC. All such information, if made public, could result in substantial
and irreparable harm to Capital One, the Bank and HSBC. Accordingly, this information is
exempt from disclosure under the Freedom of Information Act, 5 U.S.C. § 552(b)(4) and (8) and
the implementing regulations of both the Board (12 C.F.R. §§ 261.14 and 261.15) and the OCC
(12 C.F.R. § 4.12). Other exemptions from disclosure may also apply. We request that you
contact either Richard K. Kim (212-403-1354) or Patricia A. Robinson (212-403-1127), of
Wachtell, Lipton, Rosen & Katz, before any public release of any of this information pursuant to
a request under the Freedom of Information Act, 12 U.S.C. § 552, or a request or demand for
disclosure by any governmental agency, Congressional office or committee, court or grand jury.
Such prior notice is necessary so that Capital One, the Bank or HSBC may take appropriate steps
to protect such information from disclosure.

               If you have any questions or require any additional information, please feel free
to contact Andres L. Navarrete, Senior Vice President & Chief Counsel - Regulatory at Capital
One (703-720-2266) or the undersigned.

                                                    Sincerely,



                                                    Richard K. Kim

Enclosures

cc (via e-mail):
     Lisa DeFerrari, Board of Governors of the Federal Reserve System
     Stanlyn Clark, Board of Governors of the Federal Reserve System
Ms. Adam M. Drimer
November 23, 2011
Page 3

    Andrew Cohen, Board of Governors of the Federal Reserve System
    Sebastian Astrada, Board of Governors of the Federal Reserve System
    Pamela Nardolilli, Board of Governors of the Federal Reserve System
    Jeremy Kress, Board of Governors of the Federal Reserve System
    Wai-Fan Chang, Office of the Comptroller of the Currency (Licensing)
    Andres L. Navarrete, Capital One Financial Corporation
                                                CONFIDENTIAL TREATMENT REQUESTED




    Responses to the Additional Information Request dated November 16, 2011
from the Federal Reserve Regarding the Notification Filed by Capital One Financial
Corporation to Acquire ING Bank, fsb, Sharebuilder Advisors, LLC and ING Direct
      Investing, Inc. Pursuant to Section 4 of the Bank Holding Company Act




                       CONFIDENTIAL RESPONSES




                               November 23, 2011
                                                        CONFIDENTIAL TREATMENT REQUESTED



Request for Confidential Treatment

Capital One Financial Corporation, McLean, Virginia (“Capital One” or the “Company”), ING
Bank, fsb, Wilmington, Delaware (“ING Bank”) and HSBC Bank (USA) (“HSBC”) request
confidential treatment for these Confidential Responses and the Confidential Attachments
because they contain information regarding the companies that is derived from sensitive and
proprietary confidential business information. This information could provide competitors of
Capital One, ING Bank and HSBC with nonpublic information regarding the companies. In
addition, potential investors could be influenced or misled by such information, which is not
reported in any documents filed or to be filed in accordance with the disclosure requirements of
applicable securities laws, as a result of which Capital One, ING Bank, HSBC and the parent
companies of ING Bank and HSBC, ING Groep N.V. (“ING Groep”) and HSBC Holdings plc
(“HSBC Parent”), respectively, could be exposed to potential inadvertent violations of law or
exposure to legal claims. This information is not the type of information that would be made
available to the public under any circumstances. Certain information in the Confidential
Responses and the Confidential Attachments is also related to examination, operation or
condition reports prepared for the use of the Board of Governors of the Federal Reserve System
(the “Federal Reserve” or “Board”) or the Office of the Comptroller of the Currency (“OCC”) in
supervising Capital One, ING Bank or HSBC. All such information, if made public, could result
in substantial and irreparable harm to Capital One, ING Bank and HSBC. Accordingly, this
information is exempt from disclosure under the Freedom of Information Act, 5 U.S.C.
§ 552(b)(4) and (8) and the implementing regulations of both the Board (12 C.F.R. §§ 261.14
and 261.15) and the OCC (12 C.F.R. § 4.12). Other exemptions from disclosure may also apply.
We request that you contact either Richard K. Kim (212-403-1354) or Patricia A. Robinson
(212-403-1127), of Wachtell, Lipton, Rosen & Katz, before any public release of any of this
information pursuant to a request under the Freedom of Information Act, 12 U.S.C. § 552, or a
request or demand for disclosure by any governmental agency, Congressional office or
committee, court or grand jury. Such prior notice is necessary so that Capital One, ING Bank or
HSBC may take appropriate steps to protect such information from disclosure.


                             Supplemental Confidential Information

1.     5 U.S.C. 522 (b)(4)




                                               1
Capital One Confidential
                                    CONFIDENTIAL TREATMENT REQUESTED



          5 U.S.C. 522 (b)(4)




        5 U.S.C. 522 (b)(4)




                                2
Capital One Confidential
                                    CONFIDENTIAL TREATMENT REQUESTED



          5 U.S.C. (b)(4)
      5 U.S.C. 522 522 (b)(4)




                                3
Capital One Confidential
                                    CONFIDENTIAL TREATMENT REQUESTED



          5 U.S.C. 522 (b)(4)




                                4
Capital One Confidential
                                    CONFIDENTIAL TREATMENT REQUESTED



          5 U.S.C. 522 (b)(4)




                                5
Capital One Confidential
                                  CONFIDENTIAL TREATMENT REQUESTED



2.      5 U.S.C. 522 (b)(4)




     5 U.S.C. 522 (b)(4)




                              6
Capital One Confidential
                                CONFIDENTIAL TREATMENT REQUESTED



      5 U.S.C. 522 (b)(4)




                            7
Capital One Confidential
                                CONFIDENTIAL TREATMENT REQUESTED



      5 U.S.C. 522 (b)(4)




                            8
Capital One Confidential
                                CONFIDENTIAL TREATMENT REQUESTED



      5 U.S.C. 522 (b)(4)




3.    5 U.S.C. 522 (b)(4)




5
U

                            9
Capital One Confidential
                                 CONFIDENTIAL TREATMENT REQUESTED



      5 U.S.C. 522 (b)(4)




4.    5 U.S.C. 522 (b)(4)




                            10
Capital One Confidential
                                                                    CONFIDENTIAL TREATMENT REQUESTED



        5 U.S.C. 522 (b)(4)




5.      5 U.S.C. 522 (b)(4)




6.      5 U.S.C. 522 (b)(4)




2
 Capital One expects to provide additional three-year projections to the Board and the OCC (for Capital One parent,
consolidated and for each of the subsidiary banks) as soon as such projections are available. 5 U.S.C. 522 (b)(4)


                                                        11
Capital One Confidential
                                                                 CONFIDENTIAL TREATMENT REQUESTED



            5 U.S.C. 522 (b)(4)




7.      Explain how Capital One intends to finance the $180 billion public CRA
        commitment. What are the embedded growth expectations in this funding?

        As noted in the materials announcing Capital One’s forward-looking $180 billion public
        community investment pledge over the next ten years (the “Pledge”),3 this Pledge builds
        upon Capital One’s strong record of investing in the communities it serves. The Pledge
        represents a comprehensive approach to community impact that includes housing,
        economic development and support for individual consumers and families and non-profit
        organizations. Capital One’s Pledge begins in 2012 based on an expectation that the
        acquisition of ING Bank is completed in late 2011 or early 2012.

        The Pledge has been developed with the input of ten different lines of business (“LOBs”)
        at Capital One. Each line of business provided growth projections from their Long-Term
        Financial Plans (“LTFPs”), which are formal internal budgeting documents that typically
        reflect three- to five-year projections. In years beyond the LTFP forecast, the LOBs
        provided estimated growth rates for their activities. The amount of the Pledge was
        derived directly from these projections and estimates. As a full spectrum lender, Capital
        One extends credit to many low- and moderate-income borrowers, as well as small- and
        micro-businesses, as part of the Company’s core lending activities. 5 U.S.C. 522 (b)
                                                                                      (4)




        The Pledge consists primarily of consumer and small business loan originations (and also
        includes grants to non-profit organizations and community development investments).
        5 U.S.C. 522 (b)(4)




        Moreover, the lending projections in the Pledge are based on the volume of originations,
        not on the volume of assets held at any given time by Capital One’s subsidiary banks. In

3
 Please see the full text of Capital One’s Pledge, available at http://www.capitalone.com/testimony/
capital-one-public-community-commitment.pdf?linkid=WWW_Z_HOME_A0_TSTMNY_C1_07_T_Z.

                                                      12
Capital One Confidential
                                                         CONFIDENTIAL TREATMENT REQUESTED



       this regard, $104 billion of the Pledge consists of LMI consumer lending (primarily credit
       card and auto loans). Credit card and auto loans are generally of smaller size and shorter
       duration; therefore, although there would be frequent originations of credit card and auto
       loans, these are not the types of assets that would remain on the books of Capital One’s
       subsidiary banks for an extended period of time.

8.     Please provide general narrative discussion concerning liquidity risk management
       at Capital One’s subsidiary banks, including liquidity planning documents.

       Please see Confidential Attachment 2 for additional information responsive to this
       request.




                                               13
Capital One Confidential
                                                        CONFIDENTIAL TREATMENT REQUESTED



                            CONFIDENTIAL ATTACHMENTS




Request for Confidential Treatment

Capital One Financial Corporation, McLean, Virginia (“Capital One” or the “Company”), ING
Bank, fsb, Wilmington, Delaware (“ING Bank”) and HSBC Bank (USA) (“HSBC”) request
confidential treatment for these Confidential Responses and the Confidential Attachments
because they contain information regarding the companies that is derived from sensitive and
proprietary confidential business information. This information could provide competitors of
Capital One, ING Bank and HSBC with nonpublic information regarding the companies. In
addition, potential investors could be influenced or misled by such information, which is not
reported in any documents filed or to be filed in accordance with the disclosure requirements of
applicable securities laws, as a result of which Capital One, ING Bank, HSBC and the parent
companies of ING Bank and HSBC, ING Groep N.V. (“ING Groep”) and HSBC Holdings plc
(“HSBC Parent”), respectively, could be exposed to potential inadvertent violations of law or
exposure to legal claims. This information is not the type of information that would be made
available to the public under any circumstances. Certain information in the Confidential
Responses and the Confidential Attachments is also related to examination, operation or
condition reports prepared for the use of the Board of Governors of the Federal Reserve System
(the “Federal Reserve” or “Board”) or the Office of the Comptroller of the Currency (“OCC”) in
supervising Capital One, ING Bank or HSBC. All such information, if made public, could result
in substantial and irreparable harm to Capital One, ING Bank and HSBC. Accordingly, this
information is exempt from disclosure under the Freedom of Information Act, 5 U.S.C.
§ 552(b)(4) and (8) and the implementing regulations of both the Board (12 C.F.R. §§ 261.14
and 261.15) and the OCC (12 C.F.R. § 4.12). Other exemptions from disclosure may also apply.
We request that you contact either Richard K. Kim (212-403-1354) or Patricia A. Robinson
(212-403-1127), of Wachtell, Lipton, Rosen & Katz, before any public release of any of this
information pursuant to a request under the Freedom of Information Act, 12 U.S.C. § 552, or a
request or demand for disclosure by any governmental agency, Congressional office or
committee, court or grand jury. Such prior notice is necessary so that Capital One, ING Bank or
HSBC may take appropriate steps to protect such information from disclosure.
                 CONFIDENTIAL TREATMENT REQUESTED




CONFIDENTIAL ATTACHMENT 1
5 U.S.C. 522 (b)(4)
5 U.S.C. 522 (b)(4)
                 CONFIDENTIAL TREATMENT REQUESTED




CONFIDENTIAL ATTACHMENT 2
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
 U.S.C. 522 (b)(4), (b)(8)
55
 U
 .
 S
 .
 C
 .
 5
 2
 2
 (
 b
 )
 (
 4
 )
 ,
 (
 b
 )
 (
 8
 )
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
5 U.S.C. 522 (b)(4), (b)(8)
From:             JLRobinson@wlrk.com
To:               stanlyn.clark@frb.gov
Cc:               RKim@wlrk.com; PARobinson@wlrk.com; JAWatiker@wlrk.com
Subject:          Capital One - Confidential Materials
Date:             12/01/2011 02:31 PM
                                                                           2 attachments (totaling 27 pages)
Attachments:     5 U.S.C. 522 (b)(4) and (b)(8)
                                                                           withheld in full pursuant to exemptions
                                                                           (b)(4) & (8)
CONFIDENTIAL TREATMENT REQUESTED

Ms. Clark,

In connection with the notice by Capital One Financial Corporation ("Capital One") to acquire ING
Bank, fsb ("ING Bank") and certain of its affiliates, please find attached the following confidential
materials:

    ·   Pro forma financial forecast information for Capital One (consolidated and parent-only), its
        subsidiary banks and ING Bank (the "Financial Forecasts"); and
    ·   5 U.S.C. 522 (b)(4) and (b)(8)



Request for Confidential Treatment. Capital One, ING Bank and HSBC Bank (USA) (“HSBC”) request
confidential treatment for this email and the materials attached hereto because they contain
information regarding the companies that is derived from sensitive and proprietary confidential
business information. This information could provide competitors of Capital One, ING Bank and
HSBC with nonpublic information regarding the companies. In addition, potential investors could
be influenced or misled by such information, which is not reported in any documents filed or to be
filed in accordance with the disclosure requirements of applicable securities laws, as a result of
which Capital One, ING Bank, HSBC and the parent companies of ING Bank and HSBC, ING Groep
N.V. (“ING Groep”) and HSBC Holdings plc (“HSBC Parent”), respectively, could be exposed to
potential inadvertent violations of law or exposure to legal claims. This information is not the type
of information that would be made available to the public under any circumstances. Certain
information in this email and the materials attached hereto is also related to examination,
operation or condition reports prepared for the use of the Board of Governors of the Federal
Reserve System (the “Federal Reserve” or “Board”) or the Office of the Comptroller of the
Currency (“OCC”) in supervising Capital One, ING Bank or HSBC. All such information, if made
public, could result in substantial and irreparable harm to Capital One, ING Bank and HSBC.
Accordingly, this information is exempt from disclosure under the Freedom of Information Act, 5
U.S.C. § 552(b)(4) and (8) and the implementing regulations of both the Board (12 C.F.R. §§ 261.14
and 261.15) and the OCC (12 C.F.R. § 4.12). Other exemptions from disclosure may also apply. We
request that you contact either Richard K. Kim (212-403-1354) or Patricia A. Robinson (212-403-
1127), of Wachtell, Lipton, Rosen & Katz, before any public release of any of this information
pursuant to a request under the Freedom of Information Act, 12 U.S.C. § 552, or a request or
demand for disclosure by any governmental agency, Congressional office or committee, court or
grand jury. Such prior notice is necessary so that Capital One, ING Bank or HSBC may take
appropriate steps to protect such information from disclosure.
We will also submit this information to the Board via E-Apps and will provide a copy of the
Financial Forecasts to the OCC. We are available for any further questions or clarifications.

Best regards,

John


John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
From:             JLRobinson@wlrk.com
To:               stanlyn.clark@frb.gov
Cc:               PARobinson@wlrk.com; JAWatiker@wlrk.com
Subject:          Capital One - Additional Confidential Materials
Date:             12/01/2011 03:18 PM
Attachments:      OCC AI Response - CONFIDENTIAL - 12.1.pdf


Ms. Clark,

Further to my email from earlier today and in connection with the notice by Capital One Financial
Corporation ("Capital One") to acquire ING Bank, fsb ("ING Bank") and certain of its affiliates,
please find attached a copy of additional information that Capital One has submitted confidentially
to the OCC.

Confidential treatment is requested for the attached materials; please refer to the request for
confidential treatment included therein.

Best regards,

John


John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
                                                               11 page attachment referred to the OCC for disposition.
From:             JLRobinson@wlrk.com
To:               sebastian.astrada@frb.gov
Cc:               PARobinson@wlrk.com; RKim@wlrk.com
Subject:          Capital One - Confidential Submission
Date:             12/12/2011 10:20 PM
Attachments:      Capital One - CONFIDENTIAL SUBMISSION - 12.12.pdf


In connection with Capital One Financial Corporation's notice to acquire ING Bank, fsb, and certain
of its affiliates, please find attached additional information in response to a request from the Board
of Governors communicated to the company on December 9, 2011. The attached materials were
submitted to the Board this afternoon by E-Apps.

Confidential treatment is requested for the attached information; please refer to the full text of
the confidential treatment request contained in the cover letter included with the attachment.

Best regards,

John


John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
                                         Duplicate attachment- addressed below.
From:             JLRobinson@wlrk.com
To:               stanlyn.clark@frb.gov
Cc:               PARobinson@wlrk.com; RKim@wlrk.com
Subject:          Capital One - Confidential Submission
Date:             12/12/2011 10:21 PM
Attachments:      Capital One - CONFIDENTIAL SUBMISSION - 12.12.pdf


In connection with Capital One Financial Corporation's notice to acquire ING Bank, fsb, and certain
of its affiliates, please find attached additional information in response to a request from the Board
of Governors communicated to the company on December 9, 2011. The attached materials were
submitted to the Board this afternoon by E-Apps.

Confidential treatment is requested for the attached information; please refer to the full text of
the confidential treatment request contained in the cover letter included with the attachment.

Best regards,

John


John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
                                                                                                      CONFIDENTIAL TREATMENT REQUESTED

                                                   Wachtell, Lipton, Rosen & Katz
MARTIN LIPTON              STEPHANIE J. SELIGMAN                                                                 RACHELLE SILVERBERG   JOHN F. LYNCH
HERBERT M. WACHTELL        JOHN F. SAVARESE
                                                           51 WEST 52ND STREET                                   DAVID C. BRYAN        WILLIAM SAVITT
BERNARD W. NUSSBAUM        SCOTT K. CHARLES           N E W Y O R K , N . Y . 1 0 0 1 9 -6 1 5 0                 STEVEN A. COHEN       ERIC M. ROSOF
LAWRENCE B. PEDOWITZ       DAVID S. NEILL                                                                        GAVIN D. SOLOTAR      MARTIN J.E. ARMS
PAUL VIZCARRONDO, JR.      JODI J. SCHWARTZ            TELEPHONE: (212) 403 - 10 0 0                             DEBORAH L. PAUL       GREGORY E. OSTLING
PETER C. HEIN              ADAM O. EMMERICH                                                                      DAVID C. KARP         DAVID B. ANDERS
HAROLD S. NOVIKOFF         GEORGE T. CONWAY III
                                                       FACSIMILE:               (212) 403 - 2000                 RICHARD K. KIM        ADAM J. SHAPIRO
KENNETH B. FORREST         RALPH M. LEVENE                                                                       JOSHUA R. CAMMAKER    NELSON O. FITTS
MEYER G. KOPLOW            RICHARD G. MASON                   G E O R G E A . K A T Z ( 1 96 5 - 1 9 8 9 )       MARK GORDON           JEREMY L. GOLDSTEIN
THEODORE N. MIRVIS         DOUGLAS K. MAYER                 JAMES H. FOGELSON (1967-1991)                        JOSEPH D. LARSON      JOSHUA M. HOLMES
EDWARD D. HERLIHY          MICHAEL J. SEGAL                                                                      LAWRENCE S. MAKOW     DAVID E. SHAPIRO
DANIEL A. NEFF             DAVID M. SILK                                  OF COUNSEL                             JEANNEMARIE O’BRIEN   DAMIAN G. DIDDEN
ERIC M. ROTH               ROBIN PANOVKA                                                                         WAYNE M. CARLIN       ANTE VUCIC
                                                     WILLIAM T. ALLEN                    ERIC S. ROBINSON
ANDREW R. BROWNSTEIN       DAVID A. KATZ                                                                         STEPHEN R. DiPRIMA    IAN BOCZKO
                                                     PETER C. CANELLOS                   PATRICIA A. ROBINSON*
MICHAEL H. BYOWITZ         ILENE KNABLE GOTTS                                                                    NICHOLAS G. DEMMO     MATTHEW M. GUEST
                                                     DAVID M. EINHORN                    LEONARD M. ROSEN
PAUL K. ROWE               DAVID M. MURPHY                                                                       IGOR KIRMAN           DAVID E. KAHAN
                                                     THEODORE GEWERTZ                    MICHAEL W. SCHWARTZ
MARC WOLINSKY              JEFFREY M. WINTNER                                                                    JONATHAN M. MOSES     DAVID K. LAM
                                                     RICHARD D. KATCHER                  ELLIOTT V. STEIN
DAVID GRUENSTEIN           TREVOR S. NORWITZ                                                                     T. EIKO STANGE        BENJAMIN M. ROTH
                                                     THEODORE A. LEVINE                  WARREN R. STERN
STEPHEN G. GELLMAN         BEN M. GERMANA                                                                        DAVID A. SCHWARTZ     JOSHUA A. FELTMAN
                                                     ROBERT B. MAZUR                     PATRICIA A. VLAHAKIS
STEVEN A. ROSENBLUM        ANDREW J. NUSSBAUM
                                                     PHILIP MINDLIN                      J. BRYAN WHITWORTH
                                                     ROBERT M. MORGENTHAU                AMY R. WOLF

                                                        * ADMITTED IN THE DISTRICT OF COLUMBIA


                                                                             COUNSEL

                                                     MICHELE J. ALEXANDER                PAULA N. GORDON
                                                     LOUIS J. BARASH                     NANCY B. GREENBAUM
                                                     DIANNA CHEN                         MAURA R. GROSSMAN
                                                     ANDREW J.H. CHEUNG                  J. AUSTIN LYONS
                                                     PAMELA EHRENKRANZ                   AMANDA N. PERSAUD
                                                     ELAINE P. GOLIN                     JEFFREY A. WATIKER




                                                            Direct Dial: (212) 403-1354
                                                            Direct Fax: (212) 403-2354
                                                              E-Mail: RKim@WLRK.com

                                                             December 12, 2011




                 BY E-APPS AND EMAIL

                 Mr. Adam M. Drimer
                 Assistant Vice President
                 Federal Reserve Bank of Richmond
                 701 East Byrd Street
                 Richmond, VA 23261

                        Re:       Additional Information Request, dated December 9, 2011, Regarding
                                  the Notification Filed by Capital One Financial Corporation to Acquire
                                  ING Bank, fsb, Sharebuilder Advisors, LLC, and ING Direct Investing,
                                  Inc. pursuant to Section 4 of the Bank Holding Company Act


                 Dear Mr. Drimer:

                                 In connection with the above captioned notification (the “Notice”), please find
                 enclosed additional information from Capital One Financial Corporation, McLean, Virginia
                 (“Capital One”), pertaining to its acquisition of ING Bank, fsb (“ING Bank”), Sharebuilder
                 Advisors, LLC and ING Direct Investing, Inc., that is responsive to certain questions from the
                 Board of Governors of the Federal Reserve System (the “Board”) that were communicated
                 telephonically to Capital One on December 9, 2011.

                                 The information set forth in the Confidential Responses and in the Confidential
                 Exhibits is provided in response to the following questions from the Board staff and supplements
                                                        CONFIDENTIAL TREATMENT REQUESTED


Mr. Adam M. Drimer
December 12, 2011
Page 2

Capital One’s previous submissions in response to the Board’s prior request for additional
information:

       1. Please provide additional clarifying information with respect to:
           x      the level of (a) dividends that Capital One projects that it will receive from
                  its subsidiary banks, which has historically been substantially higher than
                  in the recent years (2008–present), and (b) projected dividends from ING
                  Bank;
           x      (b)(4)




           x      a reconciliation of the projected dividends and interbank deposits
                  (including information on the repayment of such interbank deposits).
         (b)(4)




           Please see the Confidential Responses for the response to this item.

       2. With respect to Capital One’s submission to the Board dated November 15,
          2011, please revise the financial statements included to include:
           x      a column to show pro forma financial information for the Bank upon
                  completion of the acquisition of the HSBC credit card assets; and
           x      a column in the table showing capital ratios that reflects the completion of
                  the acquisition of the credit card assets of HSBC Bank Nevada, National
                  Association (“HSBC”).
                                                        CONFIDENTIAL TREATMENT REQUESTED


Mr. Adam M. Drimer
December 12, 2011
Page 3

             Please see the Confidential Exhibits for the following revised versions of certain
             financial exhibits that were submitted to the Board on November 15, 2011: (i) ING
             Bank Pro Forma Condensed Acquisition Balance Sheet as of September 30, 2011
             (Revised), (ii) ING Bank Pro Forma Risk-Based Capital as of September 30, 2011
             (Revised) and (iii) Pro Forma ING Bank Risk-Weighted Assets as of September 30,
             2011 (Revised).

Request for Confidential Treatment. Capital One, ING Bank and HSBC request confidential
treatment for this cover letter, the Confidential Responses and the Confidential Exhibits because
they contain information regarding the companies that is derived from sensitive and proprietary
confidential business information. This information could provide competitors of Capital One,
ING Bank and HSBC with nonpublic information regarding the companies. In addition,
potential investors could be influenced or misled by such information, which is not reported in
any documents filed or to be filed in accordance with the disclosure requirements of applicable
securities laws, as a result of which Capital One, ING Bank, HSBC and the parent companies of
ING Bank and HSBC, ING Groep N.V. and HSBC Holdings plc, respectively, could be exposed
to potential inadvertent violations of law or exposure to legal claims. This information is not the
type of information that would be made available to the public under any circumstances. Certain
information in this cover letter, the Confidential Responses and the Confidential Exhibits is also
related to examination, operation or condition reports prepared for the use of the Board or the
Office of the Comptroller of the Currency (“OCC”) in supervising Capital One, ING Bank or
HSBC. All such information, if made public, could result in substantial and irreparable harm to
Capital One, ING Bank and HSBC. Accordingly, this information is exempt from disclosure
under the Freedom of Information Act, 5 U.S.C. § 552(b)(4) and (8) and the implementing
regulations of both the Board (12 C.F.R. §§ 261.14 and 261.15) and the OCC (12 C.F.R. § 4.12).
Other exemptions from disclosure may also apply. We request that you contact either Richard
K. Kim (212-403-1354) or Patricia A. Robinson (212-403-1127), of Wachtell, Lipton, Rosen &
Katz, before any public release of any of this information pursuant to a request under the
Freedom of Information Act, 12 U.S.C. § 552, or a request or demand for disclosure by any
governmental agency, Congressional office or committee, court or grand jury. Such prior notice
is necessary so that Capital One, ING Bank or HSBC may take appropriate steps to protect such
information from disclosure.

               If you have any questions or require any additional information, please feel free
to contact Andres L. Navarrete, Senior Vice President & Chief Counsel - Regulatory at Capital
One (703-720-2266) or the undersigned.

                                                     Sincerely,



                                                     Richard K. Kim

Enclosures
                                                    CONFIDENTIAL TREATMENT REQUESTED


Mr. Adam M. Drimer
December 12, 2011
Page 4

cc (via e-mail):
     Lisa DeFerrari, Board of Governors of the Federal Reserve System
     Stanlyn Clark, Board of Governors of the Federal Reserve System
     Andrew Cohen, Board of Governors of the Federal Reserve System
     Sebastian Astrada, Board of Governors of the Federal Reserve System
     Pamela Nardolilli, Board of Governors of the Federal Reserve System
     Jeremy Kress, Board of Governors of the Federal Reserve System
     Wai-Fan Chang, Office of the Comptroller of the Currency (Licensing)
     Andres L. Navarrete, Capital One Financial Corporation
     Patricia A. Robinson, Wachtell, Lipton, Rosen & Katz
                                                              CONFIDENTIAL TREATMENT REQUESTED




       Responses to the Additional Information Request dated December 9, 2011
    from the Federal Reserve Regarding the Notification Filed by Capital One Financial
Corporation to Acquire ING Bank, fsb, Sharebuilder Advisors, LLC, and ING Direct Investing,
               Inc. Pursuant to Section 4 of the Bank Holding Company Act




                                CONFIDENTIAL RESPONSES




                                   December 12, 2011




  Confidential treatment is requested for the information in the following Confidential
 Responses and the Confidential Exhibits. Please see the cover letter accompanying this
         information for the full text of the request for confidential treatment.

                                         10 pages of attachments withheld in full pursuant to exemptions (b)
                                         (4)
From:             JLRobinson@wlrk.com
To:               stanlyn.clark@frb.gov; adam.drimer@rich.frb.org; Pam.Nardolilli@frb.gov
Cc:               PARobinson@wlrk.com; lisa.goodglick@capitalone.com
Subject:          Capital One - Confidential Materials
Date:             12/21/2011 11:42 AM
Attachments:      COF 12.21 AI Response to OCC (CONFIDENTIAL).pdf


In connection with Capital One's notification to acquire ING Bank, fsb, and certain of its
subsidiaries, please find attached confidential materials submitted to the OCC this morning in
connection with a request for additional information received from the OCC last week.

Confidential treatment is requested for these materials pursuant to 12 C.F.R. §§ 261.14 and
261.15. Please see the full text of Capital One's request for confidential treatment included behind
the cover page to the attached materials.

Best regards,

John


John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
                                              66 page attachment referred to OCC for disposition.
From:             JLRobinson@wlrk.com
To:               stanlyn.clark@frb.gov
Cc:               lisa.deferrari@frb.gov; Pam.Nardolilli@frb.gov; adam.drimer@rich.frb.org; andy.navarrete@capitalone.com;
                  RKim@wlrk.com; PARobinson@wlrk.com
Subject:          Capital One - Confidential Materials
Date:             12/21/2011 04:56 PM
Attachments:      COF (b)(4) & (8)                      pdf


Stanlyn,

In connection with Capital One's notice to acquire ING Bank, fsb, and certain of its subsidiaries,
please see the attached confidential submission which was submitted to the Board today, via E-
Apps. Confidential treatment has been requested for the attached materials pursuant to 12 C.F.R.
§§ 261.14(a)(4) and (8); please see the full text of the confidential treatment request included on
page 2 of the attached materials.

Best regards,

John


John L. Robinson
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street |New York, NY 10019
(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
JLRobinson@wlrk.com | www.wlrk.com




=================================================
Any tax advice contained in this communication is not intended or written to be
used, and cannot be used, for the purpose of avoiding tax penalties and is not
intended to be used or referred to in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not the
intended recipient, please do not read, copy or re-transmit this communication. If
you have received this communication in error, please notify us by e-mail
(helpdesk@wlrk.com) or by telephone (call us collect at 212-403-4357) and delete
this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
                                                      2 page attachment withheld in full pursuant to exemptions (b)
                                                      (4) & (8)
From:         Stanlyn Clark
To:           JLRobinson@wlrk.com
Subject:      *Confidential: Re: Capital One - Confidential Materials
Date:         12/21/2011 05:49 PM


Thank you.

   ---12/21/2011 04:56:55 PM---Stanlyn, In connection with Capital One's notice to
acquire ING Bank, fsb, and certain of its subsid


             Capital One - Confidential Materials

             JLRobinson to: stanlyn.clark                                                          12/21/2011
                                                                                                     04:56 PM




             Cc:   lisa.deferrari, Pam.Nardolilli, adam.drimer, andy.navarrete, RKim, PARobinson




             Stanlyn,


             In connection with Capital One's notice to acquire ING Bank, fsb, and certain of its
             subsidiaries, please see the attached confidential submission which was submitted
             to the Board today, via E-Apps. Confidential treatment has been requested for the
             attached materials pursuant to 12 C.F.R. §§ 261.14(a)(4) and (8); please see the full
             text of the confidential treatment request included on page 2 of the attached
             materials.


             Best regards,


             John




             John L. Robinson
             Wachtell, Lipton, Rosen & Katz
             51 West 52nd Street |New York, NY 10019
             (212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)
             JLRobinson@wlrk.com | www.wlrk.com
=================================================
Any tax advice contained in this communication is not intended or written to
be used, and cannot be used, for the purpose of avoiding tax penalties and is
not intended to be used or referred to in promoting, marketing or
recommending a partnership or other entity, investment plan or arrangement.
=================================================
Please be advised that this transmittal may be a confidential attorney-client
communication or may otherwise be privileged or confidential. If you are not
the intended recipient, please do not read, copy or re-transmit this
communication. If you have received this communication in error, please
notify us by e-mail (helpdesk@wlrk.com) or by telephone (call us collect at
212-403-4357) and delete this message and any attachments.

Thank you in advance for your cooperation and assistance.

www.wlrk.com
=================================================
[attachment "COF (b)(4) & (8)         pdf" deleted by Stanlyn
Clark/BOARD/FRS]

				
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