0000927628-16-000200 Sample Contracts

CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Unit Award Agreement No. of Units: %%TOTAL_SHARES_GRANTED%%
Restricted Stock Unit Award Agreement • August 1st, 2016 • Capital One Financial Corp • National commercial banks • Delaware

THIS Restricted Stock Unit Award AGREEMENT (this “Agreement”), dated May 4, 2016 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and %%FIRST_NAME%-% %%LAST_NAME%-% (“you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”). All capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless otherwise defined herein:

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CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Unit Award Agreement No. of Units: 14,368
Restricted Stock Unit Award Agreement • August 1st, 2016 • Capital One Financial Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated May 9, 2016 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and RICHARD BLACKLEY (“you”), is made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”), and all capitalized terms used herein that are defined in the Plan shall have the same meaning given them in the Plan unless otherwise defined herein. For purposes of this Agreement, “Employer” means the entity (Capital One, Subsidiary or Affiliate) that employs you.

Amendment #1 to Capital One Financial Corporation Restricted Stock Award Agreement
Restricted Stock Award Agreement • August 1st, 2016 • Capital One Financial Corp • National commercial banks

This AMENDMENT (this “Amendment”), effective June 21, 2016 (the “Effective Date”), amends the terms and conditions of the Capital One Financial Corporation 2004 Stock Incentive Plan Restricted Stock Award Agreement (the “Award Agreement”) by and between Capital One Financial Corporation, a Delaware corporation (“Capital One” or the “Company”) and Stephen Crawford dated February 4, 2013. Terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Award Agreement.

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