Exhibit 3.3
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
CAPITAL ONE FINANCIAL CORPORATION
Capital One Financial Corporation, a Delaware corporation (the “Corporation”), hereby certifies that:
First: The last paragraph of Article V of the Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) is hereby deleted in its entirety.
Second: The following paragraph is hereby inserted at the end of Article VI of the Certificate of Incorporation:
(C) For purposes of this Certificate of Incorporation, “Voting Stock” shall mean the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors.
Third: The last sentence of Paragraph (B) of Article VI of the Certificate of Incorporation is hereby deleted in its entirety.
Fourth: The last sentence of Article VII of the Certificate of Incorporation is hereby deleted in its entirety.
Fifth: Paragraph (E) of Article VIII of the Certificate of Incorporation is hereby deleted in its entirety.
Sixth: Paragraph (A)(i) of Article VI of the Certificate of Incorporation is hereby amended by replacing “80 percent” with the words “a majority”.
Seventh: Paragraph (D) of Article VIII of the Certificate of Incorporation is hereby amended by replacing “80 percent” with the words “a majority”.
Eighth: The foregoing amendments to the Certificate of Incorporation of the Corporation were duly adopted in accordance with Section 242 of the Delaware General Corporation Law.
[Signature Page Follows]
In witness whereof, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on the date set forth below.
| CAPITAL ONE FINANCIAL CORPORATION | ||
| By: | /s/ John G. Finneran, Jr. | |
| John G. Finneran, Jr. | ||
| General Counsel and Corporate Secretary | ||
| DATED: May 5, 2014 | ||