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                                                                   EXHIBIT 10.12











                        CAPITAL ONE FINANCIAL CORPORATION
                        EXCESS BENEFIT CASH BALANCE PLAN











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                        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
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        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












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                        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.

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        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

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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 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.

        2.9    Code. The Internal Revenue Code of 1986, as amended.

        2.10   Committee. The Administrative Committee of the Company's Cash
Balance Pension Plan.

        2.11   Company. Capital One Financial Corporation or any successor by
merger or otherwise.

        2.12   Distribution. The distribution of the Company's common stock to
stockholders of the Company's parent corporation in a transaction to which Code
section 355 applies.

        2.13   Distribution Date. The date the Distribution occurs.

        2.14   Domestic Relations Order. Any judgement, decree or order
(including approval of a property settlement agreement) which relates to the
provision of child support, alimony payments or marital property rights to a
spouse, former spouse, child or other dependent of a Participant made pursuant
to a State domestic relations law (including a community property law).

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        2.15   Effective Date. The first to occur of January 1, 1995 and the
Distribution Date.

        2.16   Eligible Employee. An employee who is approved from time to time
by the Compensation Committee as eligible to participate in either of the
Company's Short-Term or Long-Term Cash Incentive Plans, an employee designated
to participate in a cash incentive plan covering senior management employees, or
an employee whose taxable compensation paid by the Company with respect to the
calendar year preceding the year of determination and each year thereafter
equals or exceeds 300% of the Social Security table wage base.

        2.17   ERISA. The Employment Retirement Income Security Act of 1974,
as amended.

        2.18   Excess Benefit Account. A hypothetical bookkeeping account
established and maintained by the Company in connection with the Plan for each
Participant that reflects (a) the sum of the value of the Participant's benefits
that would have been accrued under the (i) Employee Retirement Plan through
December 31, 1992 and (ii) under the Signet Cash Balance Plan (determined
without a Limitations Adjustment) and would have constituted the Participant's
Opening Account Balance without a Limitations Adjustment, (b) credits that would
have been made or benefits that would have been available to the Participant
under the Cash Balance Plan from time to time (including the Participant's
Opening Account Balance) without a Limitations Adjustment, and (c) Interest
Credits that would have been credited to the Participant's account in the Cash
Balance Plan without a Limitations Adjustment.

        2.19   Interest Credits. The credits to a Participant's Excess Benefit
Account made in the same manner and at the same rate as provided in the Cash
Balance Plan but without a Limitations Adjustment.

        2.20   Limitations Adjustment. An adjustment that reduces benefits that
would otherwise be or have been accrued by a Participant, under either the
Employee Retirement Plan, the Signet Cash Balance Plan or the Cash Balance Plan,
or all three, because of the application of Code sections 415 or 401(a)(17) or
any other sections of the Code that now impose or in the future may limit the
amount or method of computing benefits under the Cash Balance Plan.

        2.21   Opening Account Balance. The value of the Participant's accrued
benefit in the Cash Balance Plan as of the effective date of that Plan credited
for the benefit of the Participant to a hypothetical bookkeeping account and
benefit accruals after the effective date to the date of participation in this
Plan.

        2.22   Participant. An Eligible Employee who is not an Ineligible
Employee (or Beneficiary of an Eligible Employee who is not an Ineligible
Employee) who is now or in the future becomes a participant in the Cash Balance
Plan and who is or becomes entitled

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to receive benefits under Section 3. Notwithstanding the foregoing, no person
shall become a Participant on or after December 31, 1995.

        2.23   Plan. The Capital One Financial Corporation Excess Benefit Cash
Balance Plan.

        2.24   Spouse. The person who is the Participant's "spouse" as such
term is defined in the Cash Balance Plan.


                                    SECTION 3
                                    Benefits

        3.1    Basic Benefit. A Participant (or his or her Beneficiary) who
receives payment of benefits under the Cash Balance Plan shall be entitled to
receive under this Plan a benefit based upon the difference between (a) the
Participant's Excess Benefit Account and (b) the Participant's Cash Balance Plan
Account.

        3.2    Form and Timing of Payments. The difference determined in 3.1
shall be paid to the Participant (or the Participant's Beneficiary) in the same
form as the Participant's benefits shall be paid from the Cash Balance Plan. If
the Participant's benefit under the Cash Balance Plan is paid in a form other
than a lump sum, the difference determined in Section 3.1 shall be paid under
this Plan in a form that is the Actuarial Equivalent to the Participant's
payments under the Cash Balance Plan. All adjustments, actuarial or otherwise,
shall be based on the factors, methods and assumptions used in administering the
Cash Balance Plan. Payment of the benefit under this Plan shall begin on the
date on which the Participant's (or Beneficiary's) benefit begins to be paid or
is paid under the terms of the Cash Balance Plan and shall terminate with the
last payment due under the Cash Balance Plan.

        3.3    Payments Upon Death. The Beneficiary of a Participant who dies
before his or her Benefit Commencement Date (as defined in the Cash Balance
Plan) shall be entitled to receive a benefit under this Plan based on the
difference determined in Section 3.1. Such benefit shall be paid to the
Participant's Beneficiary as provided in Section 3.2.

        3.4    Payment Upon Change of Control. Notwithstanding any other
provision of the Plan to the contrary, and unless the Eligible Employee made and
filed with the Company as soon as practicable after becoming a Participant, but
in any event not later than six months before the occurrence of a Change of
Control, an irrevocable election to defer receipt of payment of his Account to
his Retirement or earlier termination of employment if a Change of Control
occurs, the Company shall pay to such Participant, Beneficiary and Alternate
Payee of the Participant, within 30 days of a Change of Control a lump sum in
cash in an amount equal to the amount credited to his or her Account as of the
Change of Control.


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        3.5    Notwithstanding any other provision of the Plan, the Plan shall
be 'frozen' (within the meaning of Treas. Reg. Section 1.401(a)(4)(13)(c)(3)(i))
as of December 31, 1995; no amounts shall be credited to any Participant's
Excess Benefit Account after that date.


                                    SECTION 4
                            Amendment or Termination

        4.1    Right to Terminate. The Board may, in its sole discretion,
terminate this Plan at any time. If the Plan is terminated, each Participant,
former Participant or Beneficiary whose benefits are not in pay status shall be
entitled to (a) begin to receive installment payments as provided, in Section 3,
or (b) receive a lump sum payment equal to the balance in his Cash Balance Plan
Account (including the unpaid balance in the Cash Balance Plan Account) of a
Participant whose benefits are in pay status), as determined by the Company. The
single lump sum payment shall be made as soon as practicable (but not later than
60 days) following the date of the Plan is terminated and shall be in lieu of
any other benefit which may be payable to the Participant, former Participant or
Beneficiary under the Plan.

        4.2    Right to Amend. The Board may, in its sole discretion, amend this
Plan in any way, provided no amendment shall adversely affect the rights of a
Participant, former Participant or Beneficiary with respect to amounts credited
to a Participant's, former Participant's or Beneficiary's Account as of the date
of the amendment.

        4.3    Assignment by Company. The Company has the unconditional right to
assign its responsibilities and obligations under this Plan to a successor or
other entity without notice to Participants, Beneficiaries or Alternate Payees.


                                    SECTION 5
                               General Provisions

        5.1    No Funding. Nothing contained in this Plan shall require an
Employer to segregate any assets from their general funds, or to create any
trusts, or to make any special deposits for any amounts to be paid to any
Participant, former Participant or Beneficiary. Participants, former
Participants and any Beneficiary of a Participant shall not have the right,
title or interest in or to any specific funds or property of any Employer, and
their interest shall be those of a general creditor.

        5.2    ERISA Exemption. The Plan is an unfunded plan of deferred
compensation covering a select group of management or highly compensated
employees, intended to be exempt from the participation, vesting, funding and
fiduciary provisions of ERISA pursuant to Sections 201(2), 301(a)(3) and
401(a)(1) of that statute.

<PAGE>

        5.3    No Contract of Employment. The existence of this Plan does not
constitute a contract for continued employment between an Eligible Executive or
a Participant and his Employer.

        5.4    Withholding Taxes. All payments under the Plan shall be subject
to and net of an amount sufficient to satisfy all federal, state or local
withholding tax requirements.

        5.5    Restrictions on Transfer. Any benefits to which a Participant,
his Beneficiary or Alternate Payee may become entitled under this Plan are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, or encumbrance, and any attempt to do so is void. Benefits are not
subject to attachment or legal process for the debts, contracts, liabilities,
engagements or torts of a Participant, his Beneficiary or Alternate Payee. This
Plan does not give a Participant, his Beneficiary or Alternate Payee any
interest, lien, or claim against any specific assets of the Company.
Participants and their Beneficiaries have only the rights of general creditors
of the Company.

        5.6    Domestic Relations Order/ Alternate Payee.

               (a) Notwithstanding the provisions of Section 5.5, an Alternate
Payee shall be entitled to receive a benefit under the Plan, computed by
reference to the Participant's benefit in accordance with the terms of the
Domestic Relations Order, at the time and in the manner benefits begin to be
paid or are paid to the Participant. If the Alternate Payee predeceases the
Participant before payments begin to be paid or are paid to the Participant, the
Alternate Payee's interest in the Plan shall begin to be paid or shall be paid
(i) at the time and in the manner the Alternate Payee would have received or
began to receive payment had the Alternate Payee survived, and (ii) if not
inconsistent with the terms of the Domestic Relations Order, to the person or
persons designated by the Alternate Payee in a writing filed with and
acknowledged by the Company, or, if no writing has been filed or if the person
or persons designated predecease the Alternate Payee, to the legal
representative of the Alternate Payee.

               (b) The Domestic Relations Order shall clearly specify (i) the
name and last known mailing address of the Participant and the name and mailing
address of each Alternate Payee covered by the order, (ii) the amount or
percentage of the Participant's benefit to be paid by the Plan to each Alternate
Payee, or the manner in which such amount or percentage is to be determined, and
(iii) any limitation on the number of payments or period to which such order
applies. The Company shall not be required to make payments to an Alternate
Payee pursuant to a Domestic Relations Order that requires the Plan to (i)
provide any type or form of benefit, or payment option, not otherwise provided
under the Plan, (ii) provide increased benefits (determined on the basis of
actuarial value), or (iii) pay benefits to an Alternate Payee otherwise required
to be paid to another Alternate Payee under an order previously determined to be
a Domestic Relations Order.

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               (c) The Company shall have the right to delay any payment of a
benefit under the Plan to an Alternate Payee for up to 180 days if necessary to
determine whether the Domestic Relations Order complies with the provisions of
this section.

               (d) If an Alternate Payee cannot be located after a diligent
search has been conducted, the interest of the Alternate Payee can be forfeited
at the direction of the Company at any time after a two-year period and restored
to the Participant on such conditions and terms as the Company shall determine.

        5.7    Administration.

               (a) This Plan shall be administered by the Company. The Company
shall interpret the Plan, established regulations to further the purposes of the
Plan and take any other action necessary to the proper operation of the Plan.
Prior to paying any benefit under the Plan, the Company may require the
Participant, former Participant or Beneficiary to provide such information or
material as the Company, in its sole discretion, shall deem necessary for it to
make any determination it may be required to make under the Plan. The Company
may withhold payment of any benefit under the Plan until it receives all such
information and material and is reasonably satisfied of its correctness and
genuineness.

               (b) The Company shall provide adequate notice in writing to any
Participant, former Participant, beneficiary or contingent beneficiary whose
claim for benefits under the Plan has been denied, setting forth the specific
reasons for such denial. A reasonable opportunity shall be afforded to any such
member, former Participant or Beneficiary for a full and fair review by the
Company of its decision denying the claim. The Committee's decision on any such
review shall be final and binding on the Participant, former Participant or
Beneficiary and all other interested persons.

               (c) All acts and decisions of the Company shall be final and
binding upon each Participant, former Participant and Beneficiary and employees
of the Employer.

               (d) The Company may appoint one or more persons to act as
administrator and delegate its administrative and fiduciary responsibilities to
such administrator.

        5.8    Construction. For construction, one gender includes the other,
and the singular and plural include each other where the meaning would be
appropriate. This Plan is construed in accordance with the laws of the State of
Delaware, except to the extent that the laws of the United States of America
have superseded those laws. The headings in this Plan have been inserted for
convenience of reference only and are to be ignored in any construction of the
provision. If a provision of this Plan is not valid, that invalidity does not
affect the remaining provisions.

        5.9    Binding Upon Successors and Assigns. The provisions of the Plan
shall be binding upon the Participant and the Company and their successors,
assigns, heirs, executors and beneficiaries.

        5.10   Life Insurance and Funding. The Company in its discretion may
apply for and procure as owner and for its own benefit insurance on the life of
the Participant, in



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such amounts and in such forms as the Company may choose. The Participant shall
have no interest whatsoever in any such policy or policies, but, as a condition
of participation and at the request of the Company, the Participant shall submit
to medical examinations and supply such information and execute such documents
as may be required by the insurance company or companies to whom the Company has
applied for insurance.

        5.11   Form of Communication. Any election, application, claim, notice
or other communication required or permitted to be made by a Participant shall
be in writing and in such form as the Committee shall prescribe. Such
communication shall be effective upon mailing, if sent by first class mail,
postage pre-paid, and addressed to the Company's office at 2980 Fairview Park
Drive, Falls Church, Virginia 22043.