Excess Benefit Cash Balance Plan

CAPITAL ONE FINANCIAL CORPORATION
EXCESS BENEFIT CASH BALANCE PLAN


CAPITAL ONE FINANCIAL CORPORATION
EXCESS BENEFIT CASH BALANCE PLAN


TABLE OF CONTENTS


SECTION 1 Purpose


SECTION 2 Definitions
2.1 Actuarial Equivalent
2.2 Alternate Payee
2.3 Beneficiary
2.4 Benefit Payment Date
2.5 Board
2.6 Cash Balance Plan
2.7 Cash Balance Plan Account
2.8 Change of Control
2.9 Code
2.10 Committee
2.11 Company
2.12 Distribution
2.13 Distribution Date
2.14 Domestic Relations Order
2.15 Effective Date
2.16 Eligible Employee
2.17 ERISA
2.18 Excess Benefit Account
2.19 Interest Credits
2.20 Limitations Adjustment
2.21 Opening Account Balance
2.22 Participant
2.23 Plan
2.24 Spouse


SECTION 3 Benefits
3.1 Basic Benefit
3.2 Form and Timing of Payments
3.3 Payments Upon Death
3.4 Payment Upon Change of Control


SECTION 4 Amendment or Termination
4.1 Right to Terminate
4.2 Right to Amend
4.3 Assignment by Company


SECTION 5 General Provisions


5.1 No Funding
5.2 ERISA Exemption
5.3 No Contract of Employment
5.4 Withholding Taxes
5.5 Restrictions on Transfer
5.6 Domestic Relations Order/Alternate Payee
5.7 Administration
5.8 Construction
5.9 Binding Upon Successors and Assigns
5.10 Life Insurance and Funding
5.11 Form of Communication


CAPITAL ONE FINANCIAL CORPORATION
EXCESS BENEFIT CASH BALANCE PLAN


SECTION 1
Purpose


This Excess Benefit Cash Balance Plan was established by the Board of Directors of Capital One Financial Corporation on October 28, 1994 for the benefit of Employees whose benefits at retirement otherwise payable under the Capital One Financial Corporation Cash Balance Plan are limited by law. Benefits provided pursuant to this plan take into account limitations on benefits accrued by an Employee under the Employee Retirement Plan as well as the Cash Balance Plan.


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


2.1 Actuarial Equivalent. As used in the Plan, the term shall have the same meaning and shall be applied in the same manner as used and applied in the Company's Cash Balance Plan.


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 by the Participant to receive his or her benefits under the Plan in a writing filed with the Company. If the Participant fails to make a designation or if the person(s) designated do not survive the Participant, the Beneficiary shall be the person or entity who is to receive benefits otherwise payable to a Participant under the Cash Balance Plan in the event of the Participant's death.


2.4 Benefit Payment Date. The date as of which the benefits computed under Section 3 become payable (which shall be the same date as of which benefits under the Cash Balance Plan begin to be paid or are paid).


2.5 Board. The Board of Directors of the Company.


2.6 Cash Balance Plan. The Cash Balance Pension Plan adopted effective on the first to occur of January 1, 1995 and the Distribution Date.


2.7 Cash Balance Plan Account. The hypothetical bookkeeping account established and maintained for each Participant in the Cash Balance Plan that reflects the Participant's accrued benefits in that plan, including benefit liabilities of the Participant under the Signet Cash Balance Plan transferred to and assumed by the Cash Balance Plan.


2.8 Change of Control. Any of the following events:


(a) The acquisition, other than from the Company, by any 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 of 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 Common 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, of the corporation resulting from such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Company Voting Securities, as the case may be; or


(d) (i) a complete liquidation or dissolution of the Company or of (ii) 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 elect ...