0000927628-17-000115 Sample Contracts

CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Unit Award Agreement No. of Units: 20,675

Restricted Stock Unit Award Agreement • February 23rd, 2017 • Capital One Financial Corp • National commercial banks • Delaware

• Contract Type
  Restricted Stock Unit Award Agreement
• Filed
  February 23rd, 2017
• Company
  Capital One Financial Corp
• Industry
  National commercial banks
• Jurisdiction
  Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated February 2, 2017 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“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.

CAPITAL ONE FINANCIAL CORPORATION Nonstatutory Stock Option Award Agreement

Nonstatutory Stock Option Award Agreement • February 23rd, 2017 • Capital One Financial Corp • National commercial banks • Delaware

• Contract Type
  Nonstatutory Stock Option Award Agreement
• Filed
  February 23rd, 2017
• Company
  Capital One Financial Corp
• Industry
  National commercial banks
• Jurisdiction
  Delaware

THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated February 2, 2017 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and Richard D. Fairbank (“Optionee” or “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.

CAPITAL ONE FINANCIAL CORPORATION Performance Unit Award Agreement No. of Performance Units at Target: 101,344

Performance Unit Award Agreement • February 23rd, 2017 • Capital One Financial Corp • National commercial banks • Delaware

• Contract Type
  Performance Unit Award Agreement
• Filed
  February 23rd, 2017
• Company
  Capital One Financial Corp
• Industry
  National commercial banks
• Jurisdiction
  Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), dated February 2, 2017 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation ("Capital One" or the “Company”), and Richard D. Fairbank (“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 they are otherwise defined herein.