X0306 4 2015-01-29 0000927628 CAPITAL ONE FINANCIAL CORP COF 0001525020 Blackley Richard Scott 1680 CAPITAL ONE DRIVE MCLEAN VA 22102 1 Principal Accounting Officer Common Stock 2015-01-29 4 A 0 7595.0000 0.0000 A 23654.0000 D 2015 Restricted Stock Units 0.0000 2015-01-29 4 A 0 4036.0000 0.0000 A Common Stock 4036.0000 4036.0000 D Restricted Stock Units 0.0000 2015-01-29 4 A 0 3496.0000 0.0000 A 2016-02-15 2016-02-15 Common Stock 3496.0000 3496.0000 D This restricted stock unit award will vest in 1/3 increments beginning on February 15, 2016 and annually thereafter. Each restricted stock unit represents a contingent right to receive one share of Company common stock. Each restricted stock unit will be settled in cash based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the vesting date. This award is reported net of 217 units automatically withheld by the Company to satisfy the reporting person's tax obligations. These restricted stock units will vest in 1/3 increments beginnings on February 15, 2016 and annually thereafter. Each restricted stock unit will vest on January 1, 2016 and will be settled in cash on February 15, 2016 based on the Company's average fair market value of the underlying shares of common stock over the fifteen trading days preceding the settlement date. Gregory W. Seward (POA on file) 2015-02-02