Exhibit 10.2.13



 Exhibit 10.2.13 

CAPITAL ONE FINANCIAL CORPORATION 
 2004 Stock Incentive Plan 
 Restricted Stock Award Agreement 

No. of Shares: %%TOTAL_SHARES_GRANTED%-% 
 THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated January 31, 2012 (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”), 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. 
 WHEREAS, Article 8 of the Plan provides for the award from time to time in the discretion of the Committee of shares of common stock of Capital One, $.01 par value per share (“Common Stock”),
the vesting of which is subject to continued employment or other conditions; 
 W I T N E
S S E T H: 
 1. Grant of Restricted Stock. Capital One hereby grants to you
%%TOTAL_SHARES_GRANTED%-% shares of Common Stock (the “Restricted Stock”). The Restricted Stock shall vest and become freely transferable only in accordance with the provisions of this Agreement and of the Plan. 

2. Non-Transferability. Subject to the provisions of Section 3 hereof, the rights represented by the Restricted Stock shall
not be assignable or transferable, or otherwise alienated or hypothecated, under any circumstances. Any purported or attempted transfer of such shares or such rights shall be null and void and shall result in the immediate forfeiture and
cancellation of the Restricted Stock. 
 3. Lapse of Restrictions. 

(a) Vesting. Except as provided in Sections 3(b), 3(c), 3(d) and 16 below and to the extent not previously vested
as provided herein, the Restricted Stock shall become transferable and the restrictions shall lapse in full according to the following schedule: 
 One-third of the Restricted Stock on February 10, 2013 
 One-third of the
Restricted Stock on February 10, 2014 
 One-third of the Restricted Stock on February 10, 2015 

Each of the immediately above dates shall be a “Scheduled Vesting Date.” 







 (b) Effect of Termination of Employment. 

(i) Upon your termination of employment with Capital One for any reason other than death, Disability, Retirement, or
Change of Control, all shares of Restricted Stock shall immediately be forfeited (to the extent not previously vested or forfeited as provided herein). 
 (ii) Upon your termination of employment with Capital One as a result of your death or Disability, all of the shares of the Restricted Stock shall immediately vest and become transferable and all
restrictions thereon shall lapse upon such termination of employment (to the extent not previously vested or forfeited as provided herein). 
 (iii) Upon your termination of employment with Capital One as a result of Retirement, the Restricted Stock shall continue to vest on the Scheduled Vesting Dates (to the extent not previously vested or
forfeited as provided herein) and remain subject to reduction pursuant to Section 16. 
 (c) Vesting
Schedule Upon Eligibility for Retirement. 
 (i) Unless otherwise determined by the Committee or the
independent members of the Board of Directors, as applicable, and to the extent permitted or required by law, the Restricted Stock shall become transferable upon you becoming eligible for Retirement, only and to the extent sufficient, if sold at
Fair Market Value, on the date of such eligibility, to provide for the payment of any tax liability caused as a consequence of such eligibility condition in accordance with applicable tax laws. It is understood that the remaining portion of the
Restricted Stock shall continue to vest on the Scheduled Vesting Dates as provided herein. 
 (ii)
Notwithstanding any other provision of this Agreement to the contrary, Capital One will instruct the Plan administrator to withhold and transfer to Capital One the Restricted Stock that becomes transferable pursuant to the immediately foregoing
paragraph in satisfaction of your tax withholding liability, unless you notify Capital One of your intention to satisfy such tax withholding obligations in another permissible manner not less than 60 days prior to such eligibility date. Capital One
reserves the right to change this instruction at any time. 
 (d) Effect of Change of Control. If a Change
of Control of Capital One occurs, then all of the shares of the Restricted Stock shall vest and become transferable and all restrictions thereon shall lapse immediately upon the occurrence of such Change of Control (to the extent not previously
vested or forfeited as provided herein). 
 4. Prohibition of Tax Election. You shall not attempt or purport to elect
under Section 83(b) of the Internal Revenue Code with respect to the Restricted Stock to pay income tax within 30 days of the Date of Grant, and any such attempted or purported election shall result in the immediate forfeiture and cancellation
of all of the Restricted Stock granted to you under this Agreement. 







 5. Modification and Waiver. Except as provided in the Plan with respect to
determinations of 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) Capital One’s designated agent will automatically withhold the number of shares having a Fair Market Value equal to the amount required to be withheld and deliver the proceeds thereof to Capital
One, unless you otherwise instruct Capital One or its designated agent as provided in (b) or (c) below; 
 (b) by making a timely election to send cash or check payment; or 

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

7. Dividends. With respect to shares of the Restricted Stock that have vested, dividends shall be paid to you in cash as soon as
is practicable after dividends are paid to the Company’s other stockholders. With respect to shares of Restricted Stock that have not vested, you shall be credited with dividends as and when dividends are paid to the Company’s other
stockholders. By accepting this Award, you agree that such dividends shall accumulate and be paid to you in cash (without interest) as and when the shares of Restricted Stock from which such dividends are derived vest pursuant to
Section 3. You further agree that all such dividends shall be subject to the same vesting requirements that apply to the Restricted Stock from which such dividends are derived. 

8. Governing Law. This Agreement shall be governed by federal law and, to the extent not preempted thereby, by the laws of the
State of Delaware. 
 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, except terms otherwise defined herein, 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 Restricted Stock, you agree that you will comply with such conditions as
the Committee may impose on the Restricted Stock and be bound by the terms of the Plan. 
 11. Employment Status. This
Agreement does not constitute a contract of employment nor does it alter your terminable at will status or otherwise guarantee future employment. 







 12. 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. 
 13. Forfeiture Event. You agree to reimburse the Company with respect to the Restricted Stock to the extent required under Section 304 of the Sarbanes-Oxley Act of 2002 or as otherwise
required by law. 
 14. Clawback. 

(a) In the event that the Committee determines that you have willfully engaged in illegal conduct or gross misconduct that
in either case is materially and demonstrably injurious to the Company, you shall deliver to the Company on the Forfeiture Delivery Date the Forfeiture Shares (each as defined below), if any. 

For purposes of this Section 14(a): 

(i) No act or failure to act on your part shall be considered “willful” unless it is done, or omitted to be
done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board of
Directors, or if the Company is not the ultimate parent corporation of the affiliated companies and is not publicly-traded, the board of directors of the ultimate parent company, (B) the instructions of the Chief Executive Officer of the
Company (unless you are the Chief Executive Officer at the time of any such instruction) or (C) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best
interests of the Company. 
 (ii) “Clawback Period” means the one-year period ending on the date the
Committee makes the determination referenced in the first sentence of this Section 14(a). 
 (iii)
“Forfeiture Shares” means (i) the number of shares of the Restricted Stock that vested under this Agreement within the Clawback Period and that are held by you as of the Forfeiture Delivery Date plus (ii) the pre-tax proceeds
from sales or other transfers, if any, of the shares of Restricted Stock that vested under this Agreement during the Clawback Period and that you have sold or otherwise transferred prior to the Forfeiture Delivery Date. The “pre-tax
proceeds” for any shares that were transferred by you in a transaction other than a sale on the New York Stock Exchange shall be the Fair Market Value of such shares as of the date of such transaction. The “pre-tax proceeds” for any
shares that were withheld pursuant to Section 6 shall be the Fair Market Value of such shares as of the date they were withheld. 
 (iv) “Forfeiture Delivery Date” means the date that is 30 days after the Committee makes the determination referenced in the first sentence of this Section 14(a), or such earlier date upon
which you deliver the Forfeiture Shares to the Company. 
 (b) It is your responsibility to ensure that the
shares of Common Stock you deliver on a Forfeiture Delivery Date are shares of the Restricted Stock. In the absence of Company 







 
records or written documentation from your broker demonstrating this fact, you must deliver to the Company the Fair Market Value of any Forfeiture Shares as of the date that such shares of
Restricted Stock are transferred from your stock plan account or otherwise become indistinguishable from other shares of Common Stock that you may hold on the Forfeiture Delivery Date. 

15. Mandatory Holding Requirement. 
 (a) You agree that with respect to the Applicable Holding Shares you may not transfer, sell, pledge, hypothecate or otherwise dispose of such Applicable Holding Shares until the Holding Date; provided
that the requirements set forth in this Section 15 shall immediately lapse and be of no further force and effect upon your death, Disability or a Change of Control. 

(b) For purposes of this Section 15: 

(i) “Applicable Holding Shares” means 50% of the shares of Restricted Stock acquired hereunder (not including
any shares sold or retained by the Company to fund the payment of any tax withholding obligation payable in connection with the Restricted Stock) during your term of employment with the Company and during the one-year period after termination of
your employment for any reason; and 
 (ii) “Holding Date” means the first anniversary of the date of
acquisition of any Applicable Holding Shares. 
 16. Performance-Based Adjustment. 

(a) The number of shares of Restricted Stock vesting on any Scheduled Vesting Date shall be subject to reduction as
follows: 
 (i) In the event that the Core Earnings of the Company for the Company’s fiscal year ended
immediately prior to such Scheduled Vesting Date, as certified by the Committee, are not positive (i.e., Core Earnings are not greater than zero), the number of shares of Restricted Stock scheduled to vest on such Scheduled Vesting Date shall be
reduced by 50%, rounding up to the nearest whole share; and 
 (ii) In the event that the Base ROA of the Company
for the Company’s fiscal year ended immediately prior to such Scheduled Vesting Date, as certified by the Committee, is not better than or equal to negative two percent (-2%), all shares of Restricted Stock scheduled to vest on such Scheduled
Vesting Date shall be forfeited, regardless the Core Earnings of the Company for such fiscal year. 
 (b) For
purposes of this Section 16: 
 (i) “Core Earnings” means the Company’s net income available
to common stockholders, excluding, on a tax-adjusted basis, the impact of (A) impairment or amortization of intangible assets, (B) the credit portion of other than temporary impairment of the securities portfolio, (C) the build or
release of the allowance for loan and lease losses, calculated as the difference between the provision for loan and lease losses and charge-offs, net of recoveries, and (D) the change in the combined uncollectible finance charge and fee
reserve; 







 (ii) “Base ROA” means the ratio, expressed as a percentage, of
(A) the Company’s net income available to common stockholders, excluding, on a tax-adjusted basis, the impact of any impairment of intangible assets, to (B) the Company’s average total assets for the period; and 

(iii) In the event of any change to U.S. generally accepted accounting principles affecting the treatment or
classification of any component of Core Earnings or Base ROA, such metric shall be calculated in a manner consistent with the definitions herein to the extent practicable. 
 17. Miscellaneous. 
 (a) Your obligations under this
Agreement shall survive any termination of your employment with the Company for any reason. 
 (b) You
acknowledge that any of the Company’s rights or remedies under this Agreement shall be cumulative and in addition to whatever other remedies the Company may have under law or equity. 

(c) You agree that any recovery by the Company under this Agreement will be a recovery of shares of the Restricted Stock
to which you were not entitled under this Agreement and is not to be construed in any manner as a penalty. 
 (d)
The Company may, to the maximum extent permitted by applicable law, retain for itself funds or securities otherwise payable to you pursuant to this Agreement to satisfy any obligation or debt that you owe the Company, including any obligations
hereunder. The Company may not retain such funds or securities until such time as they would otherwise be distributable to you in accordance with this Agreement. 
 [Signature page follows.] 







 Capital One from time to time distributes and makes available to associates a disclosure document relating
to the Plan. You may also contact the HR Help Center to obtain a copy of the Plan disclosure document and the Plan. You should carefully read the Plan disclosure document and the Plan. By accepting the benefits of this Agreement you acknowledge
receipt of the Plan and the Plan disclosure document and agree to be bound by the terms of this Agreement and the Plan. 
 IN WITNESS WHEREOF,
CAPITAL ONE FINANCIAL CORPORATION has caused this Agreement to be signed on its behalf. 
  

			
	CAPITAL ONE FINANCIAL CORPORATION
		
	By:	 	
		 	Jory Berson
		 	Chief Human Resources Officer