EXHIBIT 10.1



 Exhibit 10.1 
  
 CAPITAL ONE FINANCIAL CORPORATION 
 2004 Stock Incentive Plan 
 Restricted Stock Unit Award Agreement 
  
 No. of Restricted Stock Units: Up to 355,410 
  
 THIS AGREEMENT, dated May 17, 2004, between CAPITAL ONE FINANCIAL
CORPORATION, a Delaware corporation (“Capital One”), and Richard D. Fairbank (“you”), is made pursuant and subject to the provisions of Capital One’s 2004 Stock Incentive Plan (the “Plan”). All 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. 
  
 WHEREAS, Section 4 of the Capital One Financial Corporation 1994 Stock Incentive Plan Incentive Stock Award Agreement, dated December 15, 2003, between
Capital One and you (the “Incentive Stock Agreement”) provides that in the event the stockholders of Capital One authorize and approve a stock incentive plan permitting the issuance of restricted stock units prior to March 31, 2007, then
the Incentive Stock Agreement will be cancelled and replaced by an award agreement providing for the issuance of Restricted Stock Units; 
  
 WHEREAS, at Capital One’s Annual Meeting held on April 29, 2004, Capital One’s stockholders authorized and approved the Plan; and 
  
 WHEREAS, Article 8 of the Plan provides for the award from time to time in
the discretion of the Capital One Board of Directors’ Compensation Committee (the “Committee”) of Restricted Stock Units, the vesting and issuance of which may be subject to certain service, performance or other conditions as
determined by the Committee; 
  
 W I T
N E S S E T H : 
  
 1. Cancellation of Incentive Agreement. Capital One and you acknowledge that, effective as of May [    ], 2004, the Incentive Stock Agreement shall be cancelled, including all of Capital One’s and your rights
and obligations thereunder, pursuant to the terms and conditions thereof. 
  
 2. Grant of Units. Pursuant and subject to the terms and conditions set forth in this Agreement and the Plan, Capital One hereby grants to you a target award of 236,940 Restricted Stock Units and a maximum
award of 355,410 Restricted Stock Units (the “Units”). 







 3. Non-Transferability. Subject to the provisions of Section 4 hereof, the right to receive some
or all of the Units and the underlying Shares related thereto shall not be assignable or transferable, or otherwise alienated, pledged, hypothecated or otherwise encumbered, under any circumstances. Any purported or attempted assignment, transfer,
alienation, pledge, hypothecation or encumbrance of such rights or of the Units or the underlying Shares related thereto prior to their issuance to you shall be null and void and shall result in the immediate forfeiture of such rights or Units
(including the underlying Shares related thereto) and cancellation of this Agreement. 
  
 4. Vesting and Settlement of Units. 
  
 (a) Vesting. Except as provided in subsections 4(b) and 4(c) below and subject to Section 6 below, a number of the Units shall, to the extent not previously vested or forfeited as provided herein, vest on March
31, 2007 (the “Vesting Date”) as set forth in Appendix A hereto based upon Capital One’s fully diluted earnings per share compound growth rate for the three-year period from January 1, 2004 through December 31, 2006 (the
“Performance Period”), compared to the fully diluted earnings per share compound growth rate of the companies listed on Appendix B hereto during the Performance Period, as certified by the Committee following the end of the Performance
Period. With respect to any Units which have vested on the Vesting Date, the underlying Shares related thereto shall be issued to you, in settlement of such vested Units, on the first day of Capital One’s taxable year immediately following the
taxable year in which your employment with Capital One is terminated for any reason (the “Settlement Date”). 
  
 All Units (including your rights thereto and to the underlying Shares related thereto) that do not vest on or before the Vesting Date, as provided in this
Section 4, to the extent not previously forfeited as provided herein, shall immediately be forfeited as of such date. 
  
 (b) Effect of Termination of Employment. Except as otherwise provided in subsections 4(b)(i) or 4(b)(ii) below, upon your termination of employment
with Capital One for any reason prior to the end of the Performance Period, all Units (including your rights thereto and to the underlying Shares related thereto), to the extent not previously vested as provided herein, shall immediately be
forfeited as of the date of such termination. 
  
 (i) If your employment with Capital One terminates due to your death or Disability prior to the end of the Performance Period, then 236,940 Units will immediately vest on the date of your death or Disability, as applicable, and, subject to
Section 6 below, the underlying Shares related thereto will be issued to you, your estate, or the person or persons to whom the rights under this Agreement shall have passed by will or the laws of descent or distribution, in settlement of such
vested Units, on the Settlement Date. The remaining unvested Units (including your rights thereto and to the underlying Shares related thereto) shall immediately be forfeited as of the date of your death or Disability, as applicable; 
  
 (ii) If your employment with Capital One terminates due to
your Retirement prior to the end of the Performance Period, then the number of Units which will vest on the Vesting Date will be equal to the product of (x) the number of Units that would have vested had you remained employed until the end of the

  

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 Performance Period, determined in accordance with Section 4(a) above, and (y) a fraction, the numerator
of which is the number of days from January 1, 2004 through the date of your Retirement and the denominator of which is 1095. The remaining unvested Units (including your rights thereto and to the underlying Shares related thereto) shall immediately
be forfeited as of the Vesting Date. All Units which vest pursuant to this Section 4(b)(ii) shall be settled, subject to Section 6 below, in Shares issued to you on the Settlement Date. 
  
 For purposes of this Section 4, it shall not be considered a termination of employment if you are placed by Capital One or
any Subsidiary on military or sick leave or such other type of leave of absence that the Committee in its sole discretion considers as continuing the employment relationship intact. 
  
 (c) Effect of Change of Control. If a Change of Control of Capital One occurs prior to the end of the Performance
Period, then 236,940 Units shall, to the extent not previously forfeited as provided herein, immediately vest and, subject to Section 6 below, the underlying Shares related thereto will be issued to you, in settlement of such vested Units, as soon
as reasonably practicable following the date of such Change of Control and the remaining unvested Units (including your rights thereto and to the underlying Shares related thereto) shall immediately be forfeited as of the date of such Change of
Control. Notwithstanding anything herein to the contrary, in the event a Change of Control of Capital One occurs during the period commencing on the Vesting Date and ending on the Settlement Date, subject to Section 6 below, the Shares underlying
such vested Units shall be issued to you, in settlement of such vested Units, as soon as reasonably practicable following the date of such Change of Control. 
  
 (d) Acceleration of Settlement. Notwithstanding anything herein to the contrary, the Committee may accelerate the date of settlement of any Units
granted hereunder which have vested pursuant to Section 4(a) or 4(b) hereof. 
  
 5. Modification and Waiver. Except as provided in the Plan and this Agreement with respect to determinations of the Board or the Committee and subject to the Committee’s right to amend the Plan, neither
this Agreement nor any provision hereof can be changed, modified, amended, discharged, terminated or waived orally or by any course of dealing or purported course of dealing, but only by an agreement in writing signed by you and Capital One;
provided, that changes, modifications and amendments not detrimental to you may be made in writing signed only by Capital One. No such agreement shall extend to or affect any provision of this Agreement not expressly changed, modified, amended,
discharged, terminated or waived or impair any right consequent on such a provision. The waiver of or failure to enforce any breach of this Agreement shall not be deemed to be a waiver or acquiescence in any other breach thereof. 
  
 6. Tax Withholding. If you become subject to withholding under
applicable tax laws, you agree to pay Capital One the amount required to be withheld by one or more of the following methods: 
  

	 	(a)	by cash or check payment; 

  

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	 	(b)	if the Units have vested and the underlying Shares related thereto have been issued to you pursuant to Section 4 hereof, by instructing the Plan administrator to sell that number of
Shares having a Fair Market Value equal to the amount required to be withheld and to deliver the proceeds thereof to Capital One; or 

  

	 	(c)	by such other methods as Capital One may make available from time to time. 

  
 7. Changes in Capital Structure. In the event of changes in the capital structure of Capital One or other corporate events or transactions,
appropriate adjustments in the number of the Units and the underlying Shares related thereto issuable to you, the performance conditions set forth in Section 4(a) hereof, or both, shall be made, as provided in Article 4 of the Plan or as the
Committee in its sole discretion otherwise deems appropriate. 
  
 8. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, excluding any conflicts or choice of law rule or principle. 
  
 9. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and
the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof. 
  
 10. Bound by Plan. In consideration of the grant of the Units, you agree that you will comply with such conditions as
the Board and the Committee may impose on the Units and the underlying Shares related thereto and be bound by the terms of the Plan. 
  
 11. Binding Effect. This Agreement shall be binding upon, enforceable against, and inure to the benefit of you and your legatees, distributees and
personal representatives, and Capital One and its successors and assigns. 
  
 You represent that you are familiar with the terms of the Plan and have had the opportunity to ask questions and receive answers concerning the terms and conditions of this Agreement and the Units and the underlying
Shares related thereto. As a condition of this award and your right to receive the Units and the underlying Shares related thereto, you must sign this Agreement and return at least one copy to Capital One’s Human Resources Department. By doing
so, you confirm the accuracy of the statement set forth in the first sentence of this paragraph and evidence your acceptance of and agreement to be bound by the terms of this Agreement and the Plan. 
  

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 IN WITNESS WHEREOF, CAPITAL ONE FINANCIAL CORPORATION has caused this Agreement to be signed on its
behalf, and you have affixed your signature hereto. 
  

			
	 CAPITAL ONE FINANCIAL CORPORATION

		
	 By:
	 	 /s/ Stanley Westreich


	 	 	 Stanley Westreich

		
	 	 	 /s/ Richard D. Fairbank


	 	 	 Richard D. Fairbank



  

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 APPENDIX A 
  

VESTING OF UNITS 
  

						
	 Percentile
 Rank Vs. Peer
 Group 3-Yr
 EPS Growth

	  	% of Target
Award Paid

	 	 	Number of
Units


	 100
	  	150.0	%	 	355,400
	 99
	  	148.0	%	 	350,660
	 98
	  	146.0	%	 	345,930
	 97
	  	144.0	%	 	341,190
	 96
	  	142.0	%	 	336,450
	 95
	  	140.0	%	 	331,710
	 94
	  	138.0	%	 	326,970
	 93
	  	136.0	%	 	322,230
	 92
	  	134.0	%	 	317,490
	 91
	  	132.0	%	 	312,750
	 90
	  	130.0	%	 	308,020
	 89
	  	128.0	%	 	303,280
	 88
	  	126.0	%	 	298,540
	 87
	  	124.0	%	 	293,800
	 86
	  	122.0	%	 	289,060
	 85
	  	120.0	%	 	284,320
	 84
	  	118.0	%	 	279,580
	 83
	  	116.0	%	 	274,850
	 82
	  	114.0	%	 	270,110
	 81
	  	112.0	%	 	265,370
	 80
	  	110.0	%	 	260,630
	 79
	  	108.0	%	 	255,890
	 78
	  	106.0	%	 	251,150
	 77
	  	104.0	%	 	246,410
	 76
	  	102.0	%	 	241,680
	 75
	  	100.0	%	 	236,940
	 74
	  	98.0	%	 	232,200
	 73
	  	96.0	%	 	227,460
	 72
	  	94.0	%	 	222,720
	 71
	  	92.0	%	 	217,980
	 70
	  	90.0	%	 	213,240
	 69
	  	88.0	%	 	208,500
	 68
	  	86.0	%	 	203,770
	 67
	  	84.0	%	 	199,030
	 66
	  	82.0	%	 	194,290
	 65
	  	80.0	%	 	189,550
	 64
	  	78.0	%	 	184,810
	 63
	  	76.0	%	 	180,070
	 62
	  	74.0	%	 	175,330
	 61
	  	72.0	%	 	170,600
	 60
	  	70.0	%	 	165,860
	 59
	  	68.0	%	 	161,120
	 58
	  	66.0	%	 	156,380
	 57
	  	64.0	%	 	151,640
	 56
	  	62.0	%	 	146,900
	 55
	  	60.0	%	 	142,160
	 54
	  	58.0	%	 	137,430
	 53
	  	56.0	%	 	132,690
	 52
	  	54.0	%	 	127,950
	 51
	  	52.0	%	 	123,210
	 50
	  	50.0	%	 	118,470
	 49
	  	49.0	%	 	116,100
	 48
	  	48.0	%	 	113,730
	 47
	  	47.0	%	 	111,360
	 46
	  	46.0	%	 	108,990
	 45
	  	45.0	%	 	106,620
	 44
	  	44.0	%	 	104,250
	 43
	  	43.0	%	 	101,890
	 42
	  	42.0	%	 	99,520
	 41
	  	41.0	%	 	97,150
	 40
	  	40.0	%	 	94,780
	 39
	  	39.0	%	 	92,410
	 38
	  	38.0	%	 	90,040
	 37
	  	37.0	%	 	87,670
	 36
	  	36.0	%	 	85,300
	 35
	  	35.0	%	 	82,930
	 34
	  	34.0	%	 	80,560
	 33
	  	33.0	%	 	78,190
	 32
	  	32.0	%	 	75,820
	 31
	  	31.0	%	 	73,450
	 30
	  	30.0	%	 	71,080
	 29
	  	29.0	%	 	68,720
	 28
	  	28.0	%	 	66,350
	 27
	  	27.0	%	 	63,980
	 26
	  	26.0	%	 	61,610
	 25
	  	25.0	%	 	59,240
	 24 and below
	  	0.0	%	 	0

  

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 APPENDIX B 
  

COMPARATOR GROUP 
  
 American Express Co. 
 Bank of America Corp.

 Bank One Corp. 
 BB&T
Corporation 
 Charter One Financial Inc. 
 Citigroup Inc. 
 Countrywide Financial Corp. 
 Dell Inc. 
 Fannie Mae 
 Fifth Third Bancorp 
 Fleetboston Financial Corp. 
 Freddie Mac 
 International Business Machines Corp. 
 Johnson & Johnson 
 JP Morgan Chase &
Co. 
 KeyCorp 
 MBNA Corp.

 Mellon Financial Corp. 
 Merck
& Co. Inc. 
 Merrill Lynch & Co. Inc. 
 Metris Companies Inc. 
 Microsoft Corp. 
 National City Corp. 
 PepsiCo Inc. 
 PNC Financial Services Group 
 Providian
Financial Corp. 
 SLM Corp. 
 SunTrust Banks Inc. 
 Synovus Financial Corp. 
 U.S. Bancorp 
 Wachovia Corp. 
 Washington Mutual Inc. 
 Wells Fargo & Company 
  

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