Excess Savings Plan

CAPITAL ONE FINANCIAL CORPORATION


EXCESS SAVINGS PLAN
CAPITAL ONE FINANCIAL CORPORATION


EXCESS SAVINGS PLAN


TABLE OF CONTENTS


SECTION 1


Purpose


SECTION 2
Definitions


2.1 Account
2.2 Alternate Payee
2.3 Beneficiary
2.4 Applicable Limitations
2.5 Board of Directors or Board
2.6 Change of Control
2.7 Code
2.8 Company
2.9 Compensation
2.10 Deferral Agreement
2.11 Distribution
2.12 Distribution Date
2.13 Domestic Relations Order
2.14 Effective Date
2.15 Effective Rate
2.16 Eligible Executive
2.17 Associate Savings Plan
2.18 Employer
2.19 ERISA
2.20 Participant
2.21 Participant Deferrals
2.22 Plan
2.23 Spouse
2.24 Valuation Date


SECTION 3
Participation
3.1 In General
3.2 Termination of Participation;
Re-employment
3.3 Change in Status


SECTION 4
Participant Deferrals Employer Matching Credits
4.1 Participant Deferrals
4.2 Employer Matching Credits/Additional
Contributions
4.3 Timing of Deferral Credits
4.4 Interest on Deferral Credits
4.5 Deferral on Change of Status of
Participation
4.6 Certain Transfers


SECTION 5
Participant Accounts


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5.1 Participant Accounts
5.2 Vesting of Account


SECTION 6
Payment of Benefits
6.1 Commencement of Benefits
6.2 Method of Payment
6.3 Payment Upon Change of Control
6.4 Hardship Withdrawal
6.5 Designation of Beneficiary


SECTION 7
Amendment or Termination
7.1 Right to Terminate
7.2 Right to Amend
7.3 Assignment by Company


SECTION 8
General Provisions
8.1 No Funding


8.2 No Contract of Employment
8.3 Withholding Taxes
8.4 Restrictions on Transfer
8.5 Domestic Relations Order/Alternate Payee
8.6 Administration
8.7 Construction
8.8 Binding Upon Successors and Assigns
8.9 Life Insurance and Funding
8.10 Form of Communication


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Capital One Financial Corporation


Excess Savings Plan


SECTION 1


Purpose


This Excess Savings Plan was adopted by the Board of Directors of Capital One Financial Corporation on October 28, 1994. The Plan is intended to provide those eligible executives participating in the Capital One Financial Corporation Associate Savings Plan (the "Associate Savings Plan") with an opportunity to defer that portion of their compensation that they are precluded from deferring under the Associate Savings Plan due to limitations on such deferrals imposed by the Internal Revenue Code.


The Board has determined that the benefits to be paid to Employees under this Plan constitute reasonable compensation for the services rendered and to be rendered by the Employees.


SECTION 2


Definitions


Whenever used in the Plan, the following terms shall have the meanings set forth below unless the context clearly requires a different meaning:


2.1 Account. The bookkeeping account maintained for each Participant by his Employer to record his or her Deferrals (including deferrals under the Signet Banking Corporation Executive Employees Excess Savings Plan) as adjusted pursuant to Section 5.1.


2.2 Alternate Payee. Any spouse, former spouse, child or other dependent of a Participant who is recognized by a Domestic Relations Order as having a right to receive all or a portion of the benefits payable under the Plan with respect to such Participant.


2.3 Beneficiary. The person(s) or entity designated in accordance with Section 6.5 to receive a Participant's benefits under the Plan after the Participant's death.


2.4 Applicable Limitations. Statutory provisions that reduce benefits and/or contributions under the Associate Savings Plan or Signet Associate Savings Plan, such as Code sections 401(a)(17), 402(g), and 415.


2.5 Board of Directors or Board. The Board of Directors of the Company.


2.6 Change of Control. A "Change of Control" shall mean any of the following events.


(a) The acquisition, other than from the Company, by an
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of beneficial ownership (within the meaning or Rule
13d-3 promulgated under the Exchange Act) of 20% or more of either (i)
the then outstanding shares of common stock of the Company (the
"Outstanding Company Stock") or (ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Company Voting
Securities"), provided, however, that any acquisition by (x) the
Company or any of its subsidiaries, or any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its
subsidiaries or (y) any corporation with respect to which, following
such acquisition, more than 60% of, respectively, the then outstanding
shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all
of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Company Voting Securities
immediately prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such acquisition,
of the Outstanding Company Common Stock and Company Voting Securities,
as the case may be, shall not constitute a Change of Control; or


(b) Individuals who constitute the Board immediately prior to,
or at the time of consummation of, the Distribution (the "Incumbent
Board") cease for any reason to constitute at least a majority of the
Board, provided that any individual becoming a director subsequent to
the Distribution Date whose election or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose any such individual whose
initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the Directors
of the Company (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act); or


(c) Approval by the shareholders of the Company of a
reorganization, merger or consolidation (a "Business Combination"), in
each case, with respect to which all or substantially all of the
individuals and entities who were the respective beneficial owners of
the Outstanding Company Common Stock and Company Voting Securities
immediately prior to such Business Combination do not, following such
Business Combination, beneficially own, directly or indirectly, more
than 60% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be; or


(d) A complete liquidation or dissolution of the Company or of
sale or other disposition of all or substantially all of the assets of
the Company other than to a corporation with respect to which,
following such sale or disposition, more than 60% of, respectively, the
then outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote generally in
the election of directors is then owned beneficially, directly or
indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Company Voting Securities immediately prior to
such sale or disposition in substantially the same proportion as their
ownership of the Outstanding Company Common Stock and Company Voting
Securities, as the case may be, immediately prior to such sale or
disposition.


(e) Neither the sale of Company common stock in an initial
public offering, nor the distribution of Company common stock by
Capital One's parent corporation to its shareholders in a transaction
to which Section 355 of the Internal Revenue Code applies, nor any
restructuring of the Company or its Board of Directors in contemplation
of or as the result of either of such events, shall constitute a Change
of Control.


2.7 Code. The Internal Revenue Code of 1986, as amended from time to time.


2.8 Company. Capital One Financial Corporation and any successor by merger, consolidation or otherwise.


2.9 Compensation. The earnings paid to a Participant by his or her Employer during each calendar year for personal services, including bonuses, overtime and commissions received in cash. "Compensation" shall be determined before taking into account any reduction in a Participant's earnings resulting from an election to have Before-Tax Contributions made on his behalf pursuant to the Plan. "Compensation" shall not include contributions made by the Employer under this Plan or under any other plan of deferred compensation maintained by the Employer (other than Before-Tax Contributions), and variable pay, and "Compensation" shall not include special allowances (such as amounts paid to an Employee during an authorized leave of absence, moving expenses, car expenses, tuition reimbursement,


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meal allowances, the cost of excess group life insurance income includible in taxable income, and similar items) and any additional compensation in any form received by a Participant on any date following his final period of employment, all as determined by the Employer.


2.10 Deferral Agreement. Th ...