attorney legal division federal reserve board · · 2012-02-08attorney legal division federal...

From: Jeremy C KressTo: Alison M Thro; Beverly Smith; Amanda K Allexon; Sebastian AstradaSubject: Memo to file on Capital One phone callDate: 08/18/2011 05:52 PMAttachments: Summary of Capital One Phone Conversation 8.18.11.docx

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

Thanks,

Jeremy C. KressAttorneyLegal DivisionFederal Reserve Board(202) 872-7589 (Phone)(202) 736-5615 (Fax)

� Alison M Thro---08/18/2011 12:46:46 PM---Sebastian and Jeremy -- Would youplease 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 filesreflecting 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 CKress/BOARD/FRS@BOARD

Date: 08/18/2011 10:49 AM

Subject: Number is 1-866-726-6502, password code 7037202264

Beverly C. SmithManager -- Banking Applications & Examiner TrainingDivision of Consumer and Community Affairswk. 202-452-5291fax 202-785-6032 1 page withheld in full pursuant to (b)(5) & (8)

From: Harriet H ClubbTo: Stanlyn ClarkSubject: COF Capital PlanDate: 08/22/2011 02:15 PMEncryptedAttachments: CCAR Capital Plan and Stress Methodology Details Capital One August 12 2011[1].doc

Restricted FR

The first of 2 files.

___________________________________Harriet H. Clubb, CFASupervisory Financial AnalystBanking Supervision and RegulationFederal Reserve Board202-785-6016

- CCAR Capital Plan and Stress Methodology Details Capital One August 122011[1].doc

CapitalOne - 1 - Confidential / Proprietary

Comprehensive Capital Analysis and Review

Capital Plan and Explanation of Stress Testing Methodology and Results

August 12, 2011

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

From: Harriet H ClubbTo: Stanlyn ClarkSubject: COF Capital PlanDate: 08/22/2011 02:19 PMEncryptedAttachments: CCAR Capital Plan - Capital One and ING Appendix - Capital One August 12 2011[1].doc

Restricted FR

Installment #2.

___________________________________Harriet H. Clubb, CFASupervisory Financial AnalystBanking Supervision and RegulationFederal Reserve Board202-785-6016

- CCAR Capital Plan - Capital One and ING Appendix - Capital One August 122011[1].doc

Capital Plan CAPITAL ONE CONFIDENTIAL 1

Comprehensive Capital Analysis and Review

APPENDIX

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

From: Alison M ThroTo: [email protected]: Elizabeth Kiser; [email protected]; [email protected]; Sebastian Astrada; Jeremy C Kress; Michelle M KiddSubject: Re: Phone call from David Neal re: systemic risk questionsDate: 09/01/2011 06:10 PM

� 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: [email protected]

To: [email protected], [email protected], "Elizabeth Kiser" <[email protected]>

Cc: "Alison Thro" <[email protected]>

Date: 09/01/2011 05:49 PM

Subject: Re: Phone call from David Neal re: systemic risk questions

|------------>|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 | >------------------------------------------------------------------------------------------------------------------------------

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Andrew and Gopal,

I just got a call from David Neal regarding the systemic risk questionsthat were sent to Cap One. They are not clear what you were asking for onquestions 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. PragerDeputy Associate DirectorDivision of Research and StatisticsBoard of Governors of the Federal Reserve SystemWashington, DC 20551Phone: (202) 452-3643 Fax: (202) 728-5838

(b)(5)

(b)(5)

From: Jeremy C KressTo: Anlon L PanzarellaSubject: Cap One AI QuestionsDate: 09/14/2011 02:39 PMAttachments: Cap 1 ING ex parte ltr.pdf

Cap 1 non-ex-parte letter-8.29.11.pdf


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

From: Jennifer J JohnsonTo: Juanetta Price; Kathleen O'Day; Alison M Thro; Ann MisbackSubject: Fw: Capital One Second Response to CommentersDate: 09/19/2011 07:04 AMImportance: HighAttachments: 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: <[email protected]>

To: <[email protected]>

Cc: <[email protected]>, <[email protected]>

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 respondingto comment letters submitted to the Federal Reserve System in connection with Capital One'snotice 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. RobinsonWachtell, Lipton, Rosen & Katz51 West 52nd Street |New York, NY 10019(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)[email protected] | www.wlrk.com

================================================= Any tax advice contained in this communication is not intended or written to be used, andcannot 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 communicationor may otherwise be privileged or confidential. If you are not the intended recipient, pleasedo not read, copy or re-transmit this communication. If you have received thiscommunication in error, please notify us by e-mail ([email protected]) 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: [email protected]: [email protected]: [email protected]; [email protected]: Capital One - Third Response to CommentersDate: 10/28/2011 05:00 PMAttachments: 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 respondingto comment letters and testimony submitted to the Federal Reserve in connection with CapitalOne's notice to acquire ING Bank, fsb, and its subsidiaries. The attached materials were submittedtoday, via E-Apps, to the Board of Governors.

Regards,

John


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


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


From: Office-of-the-SecretarySent By: Office-of-the-SecretaryReply To: Office-of-the-SecretaryTo: Kathleen O'Day; Alison M Thro; Pam Nardolilli; Anlon L Panzarella; Stanlyn Clark; Andrew M Cohen; Beverly

Smith; Peggy NaultySubject: Capital One Financia/ING BankDate: 10/31/2011 08:47 AMAttachments: 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 respondingto comment letters and testimony submitted to the Federal Reserve in connection with CapitalOne's notice to acquire ING Bank, fsb, and its subsidiaries. The attached materials were submittedtoday, via E-Apps, to the Board of Governors.

Regards,

John


================================================= Any tax advice contained in this communication is not intended or written to be used, andcannot be used, for the purpose of avoiding tax penalties and is not intended to be used orreferred 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 communicationor may otherwise be privileged or confidential. If you are not the intended recipient, pleasedo not read, copy or re-transmit this communication. If you have received thiscommunication in error, please notify us by e-mail ([email protected]) or by telephone(call us collect at 212-403-4357) and delete this message and any attachments.


www.wlrk.com

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


From: [email protected]: [email protected]: [email protected]; [email protected]; [email protected]; [email protected];

[email protected]; [email protected]: Capital One--Requested Clarifications on 11/01/11 AI LetterDate: 11/07/2011 09:55 AMImportance: High

Andrew, This is a follow up to the brief conversation we had on Friday concerning clarifications onthe 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 certainaffiliates. 1. With respect to item 9, you indicated that Capital One should respond to the different subpartswith respect to each of Capital One's credit card portfolio and HSBC's credit card portfolio. Inaddition, you indicated that Capital One should provide the outstanding bank card balances databroken out by prime and subprime (as defined in the item) for each of Capital One's small businesscredit card portfolio and HSBC's small business credit card portfolio, as a new item 9d. Pleaseconfirm that my understanding is correct. Also, please confirm that all the data requested in item9 should be as of the most recently available month-end data on the outstanding bank cardbalances 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 andstore card program. Please confirm whether you want the prime and subprime data broken out byeach separate store card program and each private label card program or by aggregate data forstore card programs of Capital One's portfolio and aggregate data for store card programs of theHSBC portfolio with similar aggregate data for private label card programs of each of Capital One'sportfolio and HSBC's portfolio. The former might be more difficult to produce; we are contactingHSBC to determine whether it has such information available but wanted to be sure of the data youneed before requesting them to produce new sets of data.

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

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

call you. Thanks for your help! Best regards,Pat



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

From: [email protected]: [email protected]: [email protected]; [email protected]; [email protected]: RE: Capital One--Requested Clarifications on 11/01/11 AI LetterDate: 11/07/2011 03:24 PMImportance: High

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

Thanks,Pat

From: [email protected] [mailto:[email protected]] Sent: Monday, November 07, 2011 1:25 PMTo: 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 theinformation requested in certain items in the Board staff's letter of November 1, 2011, requesting additionalinformation 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 respectto each of Capital One's credit card portfolio and HSBC's credit card portfolio. In addition, you indicated thatCapital One should provide the outstanding bank card balances data broken out by prime and subprime (asdefined in the item) for each of Capital One's small business credit card portfolio and HSBC's small businesscredit card portfolio, as a new item 9d. Please confirm that my understanding is correct. Also, please confirmthat all the data requested in item 9 should be as of the most recently available month-end data on theoutstanding 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 PURCHASEVOLUMES FOR THE PAST YEAR. I AM TOLD THAT THIS SHOULD NOT BE TOO BURDENSOME, PLEASE ADVISE IFI'M MISINFORMED.

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

1. CONSUMER BANK CARDS2. PRIVATE LABEL AND STORE CARDS3. SMALL BUSINESS BANKCARDS

IF WE HAVE MISSED ANYTHING, PLEASE INCLUDE THAT AS WELL (I.E., THE NUMBERS SHOULD ADD UP TO THETOTAL 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 cardprogram. Please confirm whether you want the prime and subprime data broken out by each separate storecard program and each private label card program or by aggregate data for store card programs of Capital One'sportfolio and aggregate data for store card programs of the HSBC portfolio with similar aggregate data forprivate label card programs of each of Capital One's portfolio and HSBC's portfolio. The former might be moredifficult to produce; we are contacting HSBC to determine whether it has such information available but wantedto 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 TOTALPRIVATE/LABEL STORE CARDS, FOR CAPITAL ONE AND HSBC, RESPECTIVELY (RATHER THAN BY PROGRAM). HOWEVER, WE WOULD LIKE TO THE TOTAL OUTSTANDINGS/VOLUMES BY PROGRAM.

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

We appreciate your help in providing these clarifications and any other clarifications on the November 1 letterthat you believe are warranted. If you have questions, I can be reached tomorrow (Mon.) at 917/603-4026 oryou 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 beused, and cannot be used, for the purpose of avoiding tax penalties and is notintended to be used or referred to in promoting, marketing or recommending apartnership or other entity, investment plan or arrangement. ================================================= Please be advised that this transmittal may be a confidential attorney-clientcommunication or may otherwise be privileged or confidential. If you are not theintended recipient, please do not read, copy or re-transmit this communication. Ifyou have received this communication in error, please notify us by e-mail

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

([email protected]) or by telephone (call us collect at 212-403-4357) and deletethis message and any attachments.


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

From: Alison M ThroTo: Pam Nardolilli; Sebastian Astrada; Michelle M Kidd; Jeremy C KressSubject: Fw: Capital One - Response to AI RequestDate: 11/16/2011 08:00 AMAttachments: Cover Letter (11.15.11).pdf

Capital One - Non-Confidential Response (11.15.11).pdfCapital One - Confidential Responses (11.15.11).pdfCapital 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: <[email protected]>

To: <[email protected]>

Cc: <[email protected]>, <[email protected]>, <[email protected]>

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 respondingto the Board of Governors' request for additional information, dated November 1, 2011, withregard to Capital One's notice to acquire ING Bank, fsb, and its subsidiaries. The attached materialswere submitted today, via E-Apps, to the Board of Governors.

Regards,

John


================================================= Any tax advice contained in this communication is not intended or written to be used, andcannot be used, for the purpose of avoiding tax penalties and is not intended to be used orreferred 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 communicationor 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 thiscommunication in error, please notify us by e-mail ([email protected]) or by telephone(call us collect at 212-403-4357) and delete this message and any attachments.


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

These attachments were previously addressed inresponse to your prior FOIA request (our reference no.2012-139)

From: Jeremy C KressTo: Pam Nardolilli; Michelle M KiddSubject: Conversation with PatDate: 11/16/2011 10:35 AM

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


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

From: [email protected]: [email protected]; [email protected]: [email protected]; [email protected]; [email protected]: Capital One--Information to CirculateDate: 11/20/2011 11:14 PMImportance: HighAttachments: COF Funding Slide.ppt

Stanlyn, Attached is a table that illustrates the funding with respect to the proposed acquisition of thecredit card portfolio from HSBC Bank (USA) ("HSBC Bank"), which will be discussed in more detail inthe call at 9:30 tomorrow morning (the "Scheduled Call"). The table should assist the discussion ofthe funding requirements and sources of such funding for the proposed acquisition. After the callwe will provide a written submission that confirms the information conveyed in the Scheduled Calland responds to any questions or requests for additional information that arise during the suchcall. Please forward this information ahead of the Scheduled Call to others at the Board, theFederal 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 INGBank, fsb ("ING Bank") request confidential treatment for the information provided in theattachment and the information that will be conveyed in the Scheduled Call because suchinformation is derived from sensitive and proprietary confidential business information. Thisinformation could provide competitors of Capital One, HSBC Bank and ING Bank with nonpublicinformation regarding the companies. In addition, potential investors could be influenced ormisled by such information, which is not reported in any documents filed or to be filed inaccordance with the disclosure requirements of applicable securities laws, as a result of whichCapital One and the parent entities of HSBC Bank and ING Bank could be exposed to potentialinadvertent violations of law or exposure to legal claims. This information is not the type ofinformation that would be made available to the public. Certain information in the attachment anddiscussions relate to operation or condition reports or other documents prepared for the use ofthe Board or the OCC in supervising Capital One, HSBC Bank or ING Bank. All such information, ifmade public, could result in substantial and irreparable harm to Capital One, HSBC Bank and INGBank, and the respective parent companies of those institutions. Accordingly, this information isexempt from disclosure under the Freedom of Information Act, 5 U.S.C. § 552(b)(4) and (8), and theimplementing regulations of both the Board (12 C.F.R. §§ 261.14 and 261.15) and the OCC (12C.F.R. § 4.12). Other exemptions from disclosure may also apply. We request that you contacteither Richard Kim (212-403-1345) or me (212-403-1127) before any public release of any of thisinformation pursuant to a request under the Freedom of Information Act, 12 U.S.C. § 552, or arequest 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 Bankmay take appropriate steps to protect such information from disclosure. We look forward to talking to you tomorrow to address your requests for additional information onthe Scheduled Call.

Best regards,Pat



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

1 page withheld in full pursuant to exemption (b)(4)

From: [email protected]: [email protected]; [email protected]: [email protected]; [email protected]; [email protected]; [email protected];

[email protected]: Capital One/ING and Capital One/HSBC -- memo summarizing yesterday's conference callsDate: 11/22/2011 02:11 PMAttachments: 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 FinancialCorporation and its subsidiary banks (collectively, "Capital One") ("Capital One"), (b) Capital One’sregulatory counsel, Wachtell, Lipton, Rosen and Katz (“Wachtell, Lipton”), (c) staff of the Board ofGovernors 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 theComptroller of the Currency (the “OCC”); and (II) the follow-up telephone conference call heldfrom 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 ("INGBank") request confidential treatment for the information provided in the attachment and theinformation that was conveyed in the subject conference calls because such information is derivedfrom sensitive and proprietary confidential business information. This information could providecompetitors of Capital One, HSBC Bank and ING Bank with nonpublic information regarding thecompanies. 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 disclosurerequirements of applicable securities laws, as a result of which Capital One and the parent entitiesof HSBC Bank and ING Bank could be exposed to potential inadvertent violations of law orexposure to legal claims. This information is not the type of information that would be madeavailable to the public. Certain information in the attachment and discussions relate to operationor condition reports or other documents prepared for the use of the Board or the OCC insupervising Capital One, HSBC Bank or ING Bank. All such information, if made public, could resultin substantial and irreparable harm to Capital One, HSBC Bank and ING Bank, and the respectiveparent companies of those institutions. Accordingly, this information is exempt from disclosureunder the Freedom of Information Act, 5 U.S.C. § 552(b)(4) and (8), and the implementingregulations 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 releaseof 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 orcommittee, court or grand jury. Such prior notice is necessary so that Capital One, HSBC Bank andING Bank may take appropriate steps to protect such information from disclosure. Best regards, Jeff

Jeffrey A. WatikerWachtell, Lipton, Rosen & Katz51 West 52nd Street |New York, NY 10019(212) 403-1330 (Direct) | (212) 403-2330 (Fax)[email protected] | www.wlrk.com



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: [email protected]: [email protected]: [email protected]; [email protected]; [email protected]: Capital One - Additional InformationDate: 11/23/2011 05:22 PMAttachments: 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 toCapital One's proposed acquisition of ING Bank. I will also forward a copy of these materials to theOCC. Best regards, John John L. RobinsonWachtell, Lipton, Rosen & Katz51 West 52nd Street |New York, NY 10019(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)[email protected] | www.wlrk.com



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

Wachtell, Lipton, Rosen & Katz

MARTIN LIPTON HERBERT M. WACHTELL

BERNARD W. NUSSBAUM

LAWRENCE B. PEDOWITZ PAUL VIZCARRONDO, JR.

PETER C. HEIN

HAROLD S. NOVIKOFF KENNETH B. FORREST

MEYER G. KOPLOW

THEODORE N. MIRVIS EDWARD D. HERLIHY

DANIEL A. NEFF

ERIC M. ROTH ANDREW R. BROWNSTEIN

MICHAEL H. BYOWITZ

PAUL K. ROWE MARC WOLINSKY

DAVID GRUENSTEIN

STEPHEN G. GELLMAN STEVEN A. ROSENBLUM

STEPHANIE J. SELIGMAN JOHN F. SAVARESE

SCOTT K. CHARLES

DAVID S. NEILL JODI J. SCHWARTZ

ADAM O. EMMERICH

GEORGE T. CONWAY III RALPH M. LEVENE

RICHARD G. MASON

DOUGLAS K. MAYER MICHAEL J. SEGAL

DAVID M. SILK

ROBIN PANOVKA DAVID A. KATZ

ILENE KNABLE GOTTS

DAVID M. MURPHY JEFFREY M. WINTNER

TREVOR S. NORWITZ

BEN M. GERMANA ANDREW J. NUSSBAUM

51 WEST 52ND STREET

NEW YORK, N .Y . 10019-6150

TELEPHONE: (212) 403 - 1000

FACSIMILE: (212) 403 - 2000

GEORGE A. KATZ (1965-1989)

JAMES H. FOGELSON (1967-1991)

OF COUNSEL

WILLIAM T. ALLEN ERIC S. ROBINSON PETER C. CANELLOS PATRICIA A. ROBINSON*

DAVID M. EINHORN LEONARD M. ROSEN

THEODORE GEWERTZ MICHAEL W. SCHWARTZ RICHARD D. KATCHER ELLIOTT V. STEIN

THEODORE A. LEVINE WARREN R. STERN

ROBERT B. MAZUR PATRICIA A. VLAHAKIS 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

November 23, 2011

RACHELLE SILVERBERG DAVID C. BRYAN

STEVEN A. COHEN

GAVIN D. SOLOTAR DEBORAH L. PAUL

DAVID C. KARP

RICHARD K. KIM JOSHUA R. CAMMAKER

MARK GORDON

JOSEPH D. LARSON LAWRENCE S. MAKOW

JEANNEMARIE O’BRIEN

WAYNE M. CARLIN STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

IGOR KIRMAN JONATHAN M. MOSES

T. EIKO STANGE

DAVID A. SCHWARTZ

JOHN F. LYNCH WILLIAM SAVITT

ERIC M. ROSOF

MARTIN J.E. ARMS GREGORY E. OSTLING

DAVID B. ANDERS

ADAM J. SHAPIRO NELSON O. FITTS

JEREMY L. GOLDSTEIN

JOSHUA M. HOLMES DAVID E. SHAPIRO

DAMIAN G. DIDDEN

ANTE VUCIC IAN BOCZKO

MATTHEW M. GUEST

DAVID E. KAHAN DAVID K. LAM

BENJAMIN M. ROTH

JOSHUA A. FELTMAN

Direct Dial: (212) 403-1354

Direct Fax: (212) 403-2354

E-Mail: [email protected]

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

Capital One Confidential


1

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)



2

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

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



3

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



4

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



5

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



6

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

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



7

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



8

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



9

3.

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

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

5U



10

4.

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

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



11

5.

6.

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)

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

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

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



12

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.

The Pledge consists primarily of consumer and small business loan originations (and also includes grants to non-profit organizations and community development investments).

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.

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

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

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



13

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.


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 ATTACHMENT 1

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


CONFIDENTIAL ATTACHMENT 2

5 U.S.C. 522 (b)(4), (b)(8)

5U.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: [email protected]: [email protected]: [email protected]; [email protected]; [email protected]: Capital One - Confidential MaterialsDate: 12/01/2011 02:31 PMAttachments:

CONFIDENTIAL TREATMENT REQUESTED Ms. Clark, In connection with the notice by Capital One Financial Corporation ("Capital One") to acquire INGBank, fsb ("ING Bank") and certain of its affiliates, please find attached the following confidentialmaterials:

· Pro forma financial forecast information for Capital One (consolidated and parent-only), itssubsidiary banks and ING Bank (the "Financial Forecasts"); and

·

Request for Confidential Treatment. Capital One, ING Bank and HSBC Bank (USA) (“HSBC”) requestconfidential treatment for this email and the materials attached hereto because they containinformation regarding the companies that is derived from sensitive and proprietary confidentialbusiness information. This information could provide competitors of Capital One, ING Bank andHSBC with nonpublic information regarding the companies. In addition, potential investors couldbe influenced or misled by such information, which is not reported in any documents filed or to befiled in accordance with the disclosure requirements of applicable securities laws, as a result ofwhich Capital One, ING Bank, HSBC and the parent companies of ING Bank and HSBC, ING GroepN.V. (“ING Groep”) and HSBC Holdings plc (“HSBC Parent”), respectively, could be exposed topotential inadvertent violations of law or exposure to legal claims. This information is not the typeof information that would be made available to the public under any circumstances. Certaininformation 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 FederalReserve System (the “Federal Reserve” or “Board”) or the Office of the Comptroller of theCurrency (“OCC”) in supervising Capital One, ING Bank or HSBC. All such information, if madepublic, 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, 5U.S.C. § 552(b)(4) and (8) and the implementing regulations of both the Board (12 C.F.R. §§ 261.14and 261.15) and the OCC (12 C.F.R. § 4.12). Other exemptions from disclosure may also apply. Werequest 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 informationpursuant to a request under the Freedom of Information Act, 12 U.S.C. § 552, or a request ordemand for disclosure by any governmental agency, Congressional office or committee, court orgrand jury. Such prior notice is necessary so that Capital One, ING Bank or HSBC may takeappropriate steps to protect such information from disclosure.

5 U.S.C. 522 (b)(4) and (b)(8)

5 U.S.C. 522 (b)(4) and (b)(8) 2 attachments (totaling 27 pages)withheld in full pursuant to exemptions(b)(4) & (8)

We will also submit this information to the Board via E-Apps and will provide a copy of theFinancial Forecasts to the OCC. We are available for any further questions or clarifications. Best regards, John John L. RobinsonWachtell, Lipton, Rosen & Katz51 West 52nd Street |New York, NY 10019(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)[email protected] | www.wlrk.com



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

From: [email protected]: [email protected]: [email protected]; [email protected]: Capital One - Additional Confidential MaterialsDate: 12/01/2011 03:18 PMAttachments: 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 FinancialCorporation ("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 confidentiallyto the OCC. Confidential treatment is requested for the attached materials; please refer to the request forconfidential treatment included therein. Best regards, John John L. RobinsonWachtell, Lipton, Rosen & Katz51 West 52nd Street |New York, NY 10019(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)[email protected] | www.wlrk.com



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

11 page attachment referred to the OCC for disposition.

From: [email protected]: [email protected]: [email protected]; [email protected]: Capital One - Confidential SubmissionDate: 12/12/2011 10:20 PMAttachments: Capital One - CONFIDENTIAL SUBMISSION - 12.12.pdf

In connection with Capital One Financial Corporation's notice to acquire ING Bank, fsb, and certainof its affiliates, please find attached additional information in response to a request from the Boardof Governors communicated to the company on December 9, 2011. The attached materials weresubmitted to the Board this afternoon by E-Apps. Confidential treatment is requested for the attached information; please refer to the full text ofthe confidential treatment request contained in the cover letter included with the attachment. Best regards, John John L. RobinsonWachtell, Lipton, Rosen & Katz51 West 52nd Street |New York, NY 10019(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)[email protected] | www.wlrk.com



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

Duplicate attachment- addressed below.

From: [email protected]: [email protected]: [email protected]; [email protected]: Capital One - Confidential SubmissionDate: 12/12/2011 10:21 PMAttachments: Capital One - CONFIDENTIAL SUBMISSION - 12.12.pdf

In connection with Capital One Financial Corporation's notice to acquire ING Bank, fsb, and certainof its affiliates, please find attached additional information in response to a request from the Boardof Governors communicated to the company on December 9, 2011. The attached materials weresubmitted to the Board this afternoon by E-Apps. Confidential treatment is requested for the attached information; please refer to the full text ofthe confidential treatment request contained in the cover letter included with the attachment. Best regards, John John L. RobinsonWachtell, Lipton, Rosen & Katz51 West 52nd Street |New York, NY 10019(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)[email protected] | www.wlrk.com



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

Wachtell, Lipton, Rosen & Katz

MARTIN LIPTON HERBERT M. WACHTELL

BERNARD W. NUSSBAUM

LAWRENCE B. PEDOWITZ PAUL VIZCARRONDO, JR.

PETER C. HEIN

HAROLD S. NOVIKOFF KENNETH B. FORREST

MEYER G. KOPLOW

THEODORE N. MIRVIS EDWARD D. HERLIHY

DANIEL A. NEFF

ERIC M. ROTH ANDREW R. BROWNSTEIN

MICHAEL H. BYOWITZ

PAUL K. ROWE MARC WOLINSKY

DAVID GRUENSTEIN

STEPHEN G. GELLMAN STEVEN A. ROSENBLUM

STEPHANIE J. SELIGMAN JOHN F. SAVARESE

SCOTT K. CHARLES

DAVID S. NEILL JODI J. SCHWARTZ

ADAM O. EMMERICH

GEORGE T. CONWAY III RALPH M. LEVENE

RICHARD G. MASON

DOUGLAS K. MAYER MICHAEL J. SEGAL

DAVID M. SILK

ROBIN PANOVKA DAVID A. KATZ

ILENE KNABLE GOTTS

DAVID M. MURPHY JEFFREY M. WINTNER

TREVOR S. NORWITZ

BEN M. GERMANA ANDREW J. NUSSBAUM

51 WEST 52ND STREET

NEW YORK, N .Y . 10019-6150

TELEPHONE: (212) 403 - 1000

FACSIMILE: (212) 403 - 2000

GEORGE A. KATZ (1965-1989)

JAMES H. FOGELSON (1967-1991)

OF COUNSEL

WILLIAM T. ALLEN ERIC S. ROBINSON PETER C. CANELLOS PATRICIA A. ROBINSON*

DAVID M. EINHORN LEONARD M. ROSEN

THEODORE GEWERTZ MICHAEL W. SCHWARTZ RICHARD D. KATCHER ELLIOTT V. STEIN

THEODORE A. LEVINE WARREN R. STERN

ROBERT B. MAZUR PATRICIA A. VLAHAKIS 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

December 12, 2011

RACHELLE SILVERBERG DAVID C. BRYAN

STEVEN A. COHEN

GAVIN D. SOLOTAR DEBORAH L. PAUL

DAVID C. KARP

RICHARD K. KIM JOSHUA R. CAMMAKER

MARK GORDON

JOSEPH D. LARSON LAWRENCE S. MAKOW

JEANNEMARIE O’BRIEN

WAYNE M. CARLIN STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

IGOR KIRMAN JONATHAN M. MOSES

T. EIKO STANGE

DAVID A. SCHWARTZ

JOHN F. LYNCH WILLIAM SAVITT

ERIC M. ROSOF

MARTIN J.E. ARMS GREGORY E. OSTLING

DAVID B. ANDERS

ADAM J. SHAPIRO NELSON O. FITTS

JEREMY L. GOLDSTEIN

JOSHUA M. HOLMES DAVID E. SHAPIRO

DAMIAN G. DIDDEN

ANTE VUCIC IAN BOCZKO

MATTHEW M. GUEST

DAVID E. KAHAN DAVID K. LAM

BENJAMIN M. ROTH

JOSHUA A. FELTMAN


Direct Dial: (212) 403-1354

Direct Fax: (212) 403-2354

E-Mail: [email protected]

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

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:

� 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;

�

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

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:

� a column to show pro forma financial information for the Bank upon completion of the acquisition of the HSBC credit card assets; and

� 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”).

(b)(4)

(b)(4)



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



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: [email protected]: [email protected]; [email protected]; [email protected]: [email protected]; [email protected]: Capital One - Confidential MaterialsDate: 12/21/2011 11:42 AMAttachments: COF 12.21 AI Response to OCC (CONFIDENTIAL).pdf

In connection with Capital One's notification to acquire ING Bank, fsb, and certain of itssubsidiaries, please find attached confidential materials submitted to the OCC this morning inconnection 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 and261.15. Please see the full text of Capital One's request for confidential treatment included behindthe cover page to the attached materials. Best regards, John John L. RobinsonWachtell, Lipton, Rosen & Katz51 West 52nd Street |New York, NY 10019(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)[email protected] | www.wlrk.com



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

66 page attachment referred to OCC for disposition.

From: [email protected]: [email protected]: [email protected]; [email protected]; [email protected]; [email protected];

[email protected]; [email protected]: Capital One - Confidential MaterialsDate: 12/21/2011 04:56 PMAttachments: COF 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 onpage 2 of the attached materials. Best regards, John John L. RobinsonWachtell, Lipton, Rosen & Katz51 West 52nd Street |New York, NY 10019(212) 403-1056 (Direct Phone) | (212) 403-2056 (Direct Fax)[email protected] | www.wlrk.com



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

(b)(4) & (8)

2 page attachment withheld in full pursuant to exemptions (b)(4) & (8)

From: Stanlyn ClarkTo: [email protected]: *Confidential: Re: Capital One - Confidential MaterialsDate: 12/21/2011 05:49 PM

Thank you.

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

Capital One - Confidential Materials

JLRobinson to: stanlyn.clark 12/21/201104:56 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 itssubsidiaries, please see the attached confidential submission which was submittedto the Board today, via E-Apps. Confidential treatment has been requested for theattached materials pursuant to 12 C.F.R. §§ 261.14(a)(4) and (8); please see the fulltext of the confidential treatment request included on page 2 of the attachedmaterials.

Best regards,

John


================================================= Any tax advice contained in this communication is not intended or written tobe used, and cannot be used, for the purpose of avoiding tax penalties and isnot intended to be used or referred to in promoting, marketing orrecommending a partnership or other entity, investment plan or arrangement. ================================================= Please be advised that this transmittal may be a confidential attorney-clientcommunication or may otherwise be privileged or confidential. If you are notthe intended recipient, please do not read, copy or re-transmit thiscommunication. If you have received this communication in error, pleasenotify us by e-mail ([email protected]) or by telephone (call us collect at212-403-4357) and delete this message and any attachments.


www.wlrk.com=================================================[attachment "COF pdf" deleted by StanlynClark/BOARD/FRS]

(b)(4) & (8)

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