Non-executive Officer Stock Incentive Plan

CAPITAL ONE FINANCIAL CORPORATION


2002 NON-EXECUTIVE OFFICER STOCK INCENTIVE PLAN


(As Adopted January 17, 2002)


1. Purpose. The purpose of this Capital One Financial Corporation 2002 Non-Executive Officer Stock Incentive Plan (as amended from time to time, the "Plan") is to further the long term stability and financial success of Capital One Financial Corporation (the "Company") by attracting and retaining employees of the Company through the use of stock incentives. It is believed that ownership of Company Stock will stimulate the efforts of those employees of the Company upon whose judgment and interest the Company is and will be largely dependent for the successful conduct of its business. It is also believed that Awards granted to such employees under this Plan will strengthen their desire to remain with the Company and will further the identification of those employees' interests with those of the Company's shareholders. The Plan was adopted by the Board of Directors on January 17, 2002.


2. Definitions. As used in the Plan, the following terms have the meanings indicated:


(a) "Award" means, collectively, the award of an Option, Stock
Appreciation Right, Restricted Stock or Incentive Stock under the Plan.


(b) "Award Agreement" shall mean a written agreement or notice which
shall contain such terms and conditions with respect to an Award as the
Committee may determine, consistent with the Plan.


(c) "Board" means the board of directors of the Company.


(d) "Change of Control" means:


(i) The acquisition 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 of Rule 13d-3 promulgated under the Exchange Act)
of 20% (or, if such shares are purchased from the Company, 40%) or
more of either (A) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) 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,
immediately 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


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Common Stock and Company Voting Securities, as the case may be, shall
not constitute a Change of Control; or


(ii) Individuals who constitute the Board as of January 17, 2002
(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 January 17, 2002 whose appointment to fill a
vacancy or to fill a new Board position or whose 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


(iii) 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 in the
aggregate, immediately 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,


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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


(iv) (A) a complete liquidation or dissolution of the Company or
(B) sale or other disposition of all or substantially all of the
assets of the Company other than to a corporation with respect to
which, immediately 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
beneficially owned, directly or indirectly, in the aggregate 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) "Code" means the Internal Revenue Code of 1986, as amended.


(f) "Company" means Capital One Financial Corporation, a Delaware
corporation.


(g) "Company Stock" means common stock of the Company, par value $.01.
If the par value of the Company Stock is changed, or in the event of a
change in the


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capital structure of the Company (as provided in Section 15), the shares
resulting from such a change shall be deemed to be Company Stock within the
meaning of the Plan.


(h) "Date of Grant" means the date on which an Award is granted by the
Committee or an officer designated by the Committee or such later date
specified by the Committee or such officer as the date as of which the
Award is to be effective.


(i) "Disability" or "Disabled" and the existence thereof shall mean a
termination of employment due to a permanent and total disability under the
Company's Long Term Managed Income Protection program or any similar plan
as in effect from time to time, or if no such plan is in effect, then as
determined by the Committee (such determination to be conclusive).


(j) "Executive Officers" shall mean those employees of the Company who
are from time to time subject to Section 16(b) of the Securities Exchange
Act of 1934, as amended.


(k) "Fair Market Value" means, as of the date for which a value
determination is being made, the average of the high and low price on such
date as reported on The New York Stock Exchange-Composite Transactions Tape
(or, if the New York Stock Exchange is not open for trading on such date,
for the last preceding day on which Company Stock was traded). In the
absence of any such sale, fair market value means the average of the
highest bid and lowest asked prices of a share of Company Stock on such
date as reported by such source. In the absence of such average or if
shares of Company Stock are no longer traded on The New York Stock
Exchange, the fair market value shall be determined by the Committee using
any reasonable method in good faith.


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(l) "Incentive Stock" means Company Stock awarded when performance
goals are achieved pursuant to an incentive plan as provided in Section 9.


(m) "Non-Qualified Stock Option" shall mean an Option which does not
qualify as an "incentive stock option " under Section 422 of the Code.


(n) "Option" means a right to purchase Company Stock granted under the
Plan, at a price determined in accordance with the Plan. Each Option shall
be identified as a Non-Qualified Stock Option in the Award Agreement by
which it is evidenced.


(o) "Participant" means any employee who receives an Award under the
Plan.


(p) "Reload Feature" means a feature of an Option described in a
Participant's Award Agreement that provides for the automatic grant of a
Reload Option in accordance with the provisions described in Section 10(d).


(q) "Reload Option" means an Option granted to a Participant equal to
the number of shares of already owned Company Stock delivered by the
Participant to exercise an Option described in Section 10(d).


(r) "Restricted Stock" means Company Stock awarded upon the terms and
subject to the restrictions set forth in Section 8.


(s) "Restricted Stock Award" means an award of Restricted Stock
granted under the Plan.


(t) "Stock Appreciation Right" means a Stand-Alone Stock Appreciation
Right or a Tandem Stock Appreciation Right. A "Tandem Stock Appreciation
Right" means a right granted under Section 7 of the Plan to receive from
the Company amounts in cash or shares of Company Stock upon the surrender
of an Option. A "Stand-Alone


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Stock Appreciation Right" means a right granted under Section 7 of the Plan
to receive from the Company amounts in cash or shares of Company Stock
which are not related to any Option.


(u) "Stock Option Committee" or "Committee" means the committee
appointed by the Board as described under Section 16.


(v) "Subsidiary" means, with respect to any corporation, a company
controlled, directly or indirectly, by the Company.


3. General. The following types of Awards may be granted under the Plan: Options, Stock Appreciation Rights, Restricted Stock or Incentive Stock.


4. Stock. Subject to Section 15 of the Plan, there shall be reserved for issuance under the Plan an aggregate of 8,500,000 shares of Company Stock, which shall be authorized, but unissued, shares of Common Stock. Shares subject to Options or Stand-Alone Stock Appreciation Rights granted under the Plan that expire or otherwise terminate unexercised and shares forfeited pursuant to restrictions on Restricted Stock or Incentive Stock may again be subjected to an Award under the Plan. The number of shares subject to a Stand-Alone Stock Appreciation Right shall count against the aggregate number of shares which may be issued under the Plan. The Committee is expressly authorized to make an Award to a Participant conditioned upon the surrender for cancellation of an existing Award. For purposes of determining the number of shares that are available for Awards under the Plan, such number shall include the number of shares surrendered by a Participant or retained by the Company in payment of (a) the exercise price of an Option; or (b) statutory withholding upon exercise of an Option, or the granting or vesting of a Restricted Stock or Incentive Stock Award.


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5. Eligibility.


(a) Other than Executive Officers, any employee of the Company (or any
Subsidiary) who, in the judgment of the Committee, has contributed or can
be expected to contribute to the profits or growth of the Company (or any
Subsidiary) shall be eligible to receive Awards under the Plan. The
Committee shall have the power and complete discretion, as provided in
Section 16, to select eligible employees to receive Awards and to determine
for each employee the terms and conditions, the nature of the Award and the
number of shares to be allocated to each employee as part of each Award.


(b) The grant of an Award shall not obligate the Company or any
Subsidiary to pay a Participant any particular amount of remuneration, to
continue the employment of the Participant after the grant or to make
further grants to the Participant at any time thereafter. The Company
expressly reserves the right at any time to dismiss a Participant free from
any liability or any claim under the Plan except as expressly provided
herein or in any Award Agreement or other agreement entered into with
respect to an Award.


6. Stock Options.


(a) Whenever the Committee deems it appropriate to grant Options,
notice shall be given to the eligible employee stating the number of shares
for which Options are granted, the exercise price per share, the extent to
which Tandem Stock Appreciation Rights are granted (as provided in Section
7), and the conditions to which the grant and exercise of the Options are
subject. This notice shall constitute the Award Agreement.


(b) The exercise price per share of Company Stock covered by an Option
shall be not less than 100% of the Fair Market Value of such share on the
Date of Grant.


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(c) Options may be exercised in whole or in part at such times as may
be specified by the Committee in the Participant's Award Agreement.


(d) The Committee may, in its discretion, grant Options that by their
terms become fully exercisable upon a Change of Control, notwithstanding
other conditions on exercisability in the Award Agreement.


(e) The Committee may, in its discretion, grant Options containing, or
amend Options previously granted to provide for, a Reload Feature subject
to the limitations of Section 10(d).


7. Stock Appreciation Rights.


(a) Tandem Stock Appreciation Rights. At the discretion of the
Committee, Tandem Stock Appreciation Rights may be granted in connection
with all or any part of an Option, either concurrently with the grant of
the Option or at any tim ...