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                                                                    EXHIBIT 10.4


                        CAPITAL ONE FINANCIAL CORPORATION
                1999 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

                          (AS AMENDED OCTOBER 18, 2001)

     1.   PURPOSE. The purpose of the Capital One Financial Corporation 1999
Non-Employee Directors Stock Incentive Plan (the "Plan") is to encourage
ownership in the Company by non-employee members of the Board of Directors, in
order to promote long-term shareholder value and to provide non-employee members
of the Board with an incentive to continue as directors of the Company.

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

          A.   "Board" means the Board of Directors of the Company.

          B.   "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


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          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

               (ii) Individuals who constituted the Board as of January 1, 1999
          (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 1, 1999 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, 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


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          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.

          C.   "Company" means Capital One Financial Corporation, a Delaware
          corporation, or any successor thereto.

          D.   "Company Stock" means Common Stock of the Company or any
securities substituted for Common Stock of the Company pursuant to Section 10.

          E.   "Date of Grant" means the date as of which a director is awarded
an Option pursuant to Section 7.

          F.   "Disability" means the inability to perform the services to the
Company as a director as determined by the Board, and such determination shall
be conclusive.

          G.   "Eligible Director" means a director described in Section 4.

          H.   "Fair Market Value" means as of the date for which a value
determination is being made, the average of the Common Stock's highest and
lowest prices on such date as reported on The New York Stock Exchange-Composite
Transactions Tape made (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 Board using any reasonable method in
good faith.

          I.   "IRC" means the Internal Revenue Code of 1986, as amended.

          J.   "Option" or "Options" means the right to purchase Company Stock
subject to the terms and conditions set forth in Section 7.

          K.   "Subsidiary" means a corporation or other entity more than 50% of
whose voting shares are owned directly or indirectly by the Company.

          3.   ADMINISTRATION.

          A.   The Board shall administer the Plan. The award of Options under
the Plan shall be as described in Section 7. However, the Board shall have all
powers vested in it by


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the terms of the Plan, including, without limitation, the authority (within the
limitations described herein) to prescribe the form of the agreement applicable
to evidence the award of Options under the Plan, to construe the Plan, to
determine all questions arising under the Plan, and to adopt and amend rules and
regulations for the administration of the Plan as it may deem desirable. Any
decision of the Board in the administration of the Plan, as described herein,
shall be final and conclusive. The Board may act only by a majority of its
members in office, except that members thereof may authorize any one or more of
their number or any officer of the Company to execute and deliver documents on
behalf of the Board.

     B.   The Board shall have general authority to impose any limitation or
condition upon an Option that the Board deems appropriate to achieve the
objectives of the Option and the Plan and, in addition, and without limitation
and in addition to powers set forth elsewhere in the Plan, shall have the power
and complete discretion to determine (a) which Eligible Directors shall receive
an Option and the nature of the Option, (b) the number of shares of Company
Stock to be covered by each Option, (c) the Fair Market Value of Company Stock,
(d) the time or times when an Option shall be granted, (e) whether an Option
shall become vested over a period of time and when it shall be fully vested, (f)
when Options may be exercised, (g) whether a Disability exists, (h) the manner
in which payment will be made upon the exercise of Options, (i) notice
provisions relating to the sale of Company Stock acquired under the Plan, and
(j) any additional requirements relating to Options that the Board deems
appropriate.

     C.   No member of the Board shall be liable for any action, omission, or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Board and each other employee or consultant of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability arising out of any action, omission or
determination relating to the Plan, to the maximum extent permitted by law.

     4.   PARTICIPATION IN THE PLAN. Each director of the Company who is not
otherwise an employee of the Company or any Subsidiary on the Date of Grant of
an Option under the Plan shall be eligible to participate in the Plan.

     5.   STOCK SUBJECT TO THE PLAN. Subject to Section 10 of the Plan, there
shall be reserved for issuance under the Plan an aggregate of 825,000 shares of
Company Stock, which shall be treasury shares. Shares granted under the Plan
subject to Options that expire or otherwise terminate unexercised may again be
subjected to a grant under the Plan. The Board is expressly


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authorized to grant an Option to an optionee conditioned upon the surrender for
cancellation of an existing Option.

     6.   NON-STATUTORY STOCK OPTIONS. All Options granted under the Plan shall
be non-statutory in nature and shall not be entitled to special tax treatment
under IRC Section 422.

     7.   TERMS, CONDITIONS AND AWARD OF OPTIONS. The Board may award Options to
Eligible Directors under this Plan from time to time as it deems appropriate.
Each award of an Option shall be evidenced by written agreement between the
Company and the Eligible Director in such form as the Board shall from time to
time approve, stating the number of shares for which Options are granted, the
Option exercise price per share and the conditions to which the grant and
exercise of the Options are subject.

          A.   Option Exercise Price. The Option exercise price shall be the
Fair Market Value of the shares of Company Stock subject to such Option on the
Date of Grant.

          B.   Options Not Transferable. Options, by their terms, shall not be
transferable by the optionee except by will or by the laws of descent and
distribution and shall be exercisable, during the optionee's lifetime, only by
the optionee or by his guardian or legal representative. An Option transferred
by will or by the laws of descent and distribution may be exercised by the
optionee's personal representative within one year of the date of the optionee's
death to the extent the optionee could have exercised the Option on the date of
his death, but in any event not later than the expiration date of the Option
exercise period. The Board is expressly authorized, in its discretion, to
provide that all or a portion of an Option may be granted to an optionee upon
terms that permit transfer of the Option in a form and manner determined by the
Board. Any person to whom an Option is transferred pursuant to this Section 7
shall agree in writing to be bound by the terms of the Plan and the stock option
agreement for such Option as if such transferee had been an original signatory
thereto, and to execute and/or deliver to the Board any documents as may be
requested by the Board from time to time.

          C.   Exercise of Options. An Option shall be exercisable on the terms
and conditions determined by the Board; provided, however, that no Option may be
exercised:

               (i)  if sooner terminated in accordance with the terms of the
Plan or the Option, or later than ten (10) years from the Date of Grant; and

               (ii) unless optionee delivers payment in cash in the amount of
the full Option exercise price for the shares of Company Stock being acquired
thereunder provided that if the terms of an Option so permit, the optionee may
(i) deliver Company Stock owned by the optionee (valued at Fair Market Value on
the date of exercise) in satisfaction of all or any part of the exercise price
or (ii) deliver a properly executed exercise notice together with irrevocable


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instructions to a broker to promptly deliver to the Company the amount of the
sale or loan proceeds to pay the exercise price.

          D.   Change of Control. The Board may, in its discretion, grant
Options which by their terms become fully exercisable upon a Change of Control,
notwithstanding other conditions on exercisability in the stock option
agreement.

     8.   TERMINATION, MODIFICATION, CHANGE. If not sooner terminated by the
Board, the Plan shall terminate at the close of business on April 28, 2009. No
Options shall be granted under the Plan after its termination. The Board may
terminate the Plan or may amend the Plan in such respects as it shall deem
advisable, including amendments that the Board deems appropriate to ensure
compliance with applicable law. The termination or amendment of the Plan shall
not, without the consent of the optionee, detrimentally affect an optionee's
rights under an Option previously granted to him, except such termination or
amendment as the Board deems appropriate to ensure compliance with applicable
law. Notwithstanding the foregoing, the Board may terminate any Option
previously granted to an optionee and any agreement relating thereto in whole or
in part provided that upon any such termination the Company in full
consideration of the termination of such Option or portion thereof pays to such
optionee an amount in cash for each share of Company Stock subject to such
Option or portion thereof being terminated equal to the excess, if any, of (a)
the Fair Market Value of a share of Company Stock over (b) the sum of (i) the
exercise price per share of such Option, or, if the Board permits and the
optionee elects, accelerates the exercisability of such optionee's Option or
portion thereof (if necessary) and allows such optionee 30 days to exercise such
Option or portion thereof before the termination of such Option or portion
thereof. The Board shall also have the power to amend the terms of previously
granted Options so long as the terms as amended are consistent with the Plan and
provided that, except for such amendments as the Board deems appropriate to
ensure compliance with applicable law, the consent of the optionee is obtained
with respect to any amendment that would be detrimental to him.

     9.   LIMITATION OF RIGHTS.

          A.   No Right to Continue as a Director. Neither the Plan nor the
award of an Option, nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain any person as a director for any period of time.

          B.   No Shareholders' Rights Under Options. The Company may place on
any certificate representing Company Stock issued upon the exercise of an Option
any legend deemed desirable by the Company's counsel to comply with Federal or
state securities laws, and the


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Company may require of the optionee a customary written indication of his
investment intent. Until the optionee has made any required payment and has had
issued to him a certificate (whether original, book-entry or otherwise) for the
shares of Company Stock acquired, he shall possess no shareholder rights with
respect to the shares.

     10.  CHANGES IN CAPITAL STRUCTURE.

          A.   In the event of a stock dividend, stock split or combination of
shares, spin-off, recapitalization or merger in which the Company is the
surviving corporation, a consolidation or a merger in which the Company is not
the surviving corporation, a transaction that results in the acquisition of
substantially all of the Company's outstanding stock by a single person or
entity, or a sale or transfer of substantially all of the Company's assets, or
other change in the Company's capital stock (including, but not limited to, the
creation or issuance to shareholders generally of rights, options or warrants
for the purchase of common stock or preferred stock of the Company), the Board
(whose determination shall be binding on all persons) may take such actions with
respect to the Plan and any outstanding Options as the Board deems appropriate,
including adjusting appropriately the number and kind of shares of stock or
securities of the Company to be subject to the Plan and to Options then
outstanding or to be granted under the Plan, the maximum number of shares or
securities which may be delivered under the Plan, the exercise price and any
other relevant provisions. If the adjustment would produce fractional shares
with respect to any unexercised Option, the Board may adjust appropriately the
number of shares covered by the Option so as to eliminate the fractional shares.

          B.   Notwithstanding anything in the Plan to the contrary, the Board
may take the foregoing actions without the consent of any optionee, and the
Board's determination shall be conclusive and binding on all persons for all
purposes.

     11.  NOTICE. All notices and other communications required or permitted to
be given under the Plan shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed first class, postage prepaid, as
follows: (a) if to the Company, at its principal business address to the
attention of the Secretary; and (b) if to any optionee, at the last address of
the optionee known to the sender at the time the notice or other communication
is sent.

     12.  GOVERNING LAW. The terms of the Plan shall be governed by the laws of
the Commonwealth of Virginia.




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