0001140361-11-012916 Sample Contracts

CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Unit Award Agreement No. of Units: _______________
Restricted Stock Unit Award Agreement • March 1st, 2011 • Capital One Financial Corp • State commercial banks • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated January 26, 2011 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation ("Capital One" or the “Company”), and ________________ ("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.

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CAPITAL ONE FINANCIAL CORPORATION Performance Unit Award Agreement No. of Performance Units: Up to ______________
Performance Unit Award Agreement • March 1st, 2011 • Capital One Financial Corp • State commercial banks • Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), dated January 26, 2011 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation ("Capital One" or the “Company”), and _________________ ("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.

CAPITAL ONE FINANCIAL CORPORATION Nonstatutory Stock Option Award Agreement No. of Shares Subject to Option:_________________
Nonstatutory Stock Option Award Agreement • March 1st, 2011 • Capital One Financial Corp • State commercial banks • Delaware

THIS NONSTATUTORY STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated January 26, 2011 (the “Date of Grant”) between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the "Company"), and ___________________ ("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 they are otherwise defined herein.

CAPITAL ONE FINANCIAL CORPORATION Restricted Stock Award Agreement No. of Shares: _________________
Restricted Stock Award Agreement • March 1st, 2011 • Capital One Financial Corp • State commercial banks • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated January 26, 2011 (the “Date of Grant”), between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“Capital One” or the “Company”), and _________________ ("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.

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