FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN CAPITAL ONE FINANCIAL CORPORATION AND JAMES P. DONEHEY ---------------------------------------------- ---------------------------------- This Amendment of Agreement is by and between Capital One...

 
                                                                 Exhibit 10.18.2

                       CAPITAL ONE FINANCIAL CORPORATION

             FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN 
            CAPITAL ONE FINANCIAL CORPORATION AND XXXXX X. XXXXXXX
                                        
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     This Amendment of Agreement is by and between Capital One Financial
Corporation (the "Company") and Xxxxx X. Xxxxxxx (the "Executive") dated as of
December 18, 1997.

     WHEREAS, the Company entered into an Employment Agreement with the
Executive dated as of May 14, 1996 (the "Agreement"), providing the Executive
with compensation and benefit arrangements upon a Change of Control (as defined
therein);
 
     WHEREAS, the Company and the Executive have as of the date of this
Amendment of Agreement (the "Amendment") entered into a Nonstatutory Stock
Option Agreement (the "Stock Option Agreement"); and

     WHEREAS, the Company and the Executive now wish to amend the Agreement, as
provided in this Amendment.

     NOW, THEREFORE, in consideration of the foregoing and the agreements
contained herein, the Company and the Executive agree that the Agreement shall
be modified as follows, effective as of December 18, 1997:

     1. The first sentence of Section 9 (e) of the Agreement is amended to
        read in its entirety as follows:

             Payments or distributions by the Company to or for the benefit of
             the Executive pursuant to any "incentive stock options" (within the
             meaning of Section 422 of the Code) granted to the Executive prior
             to September 16, 1995 shall be "Excluded Payments."

     2. The amendment to the Agreement set forth in paragraph 1 of this
        Amendment, is subject to Shareholder Approval as defined in the Stock
        Option Agreement.  If Shareholder Approval is not obtained, (i) this
        Amendment and the amendment set forth in this Amendment shall be null
        and void; and (ii) the Company and the Executive shall be bound by the
        terms of the Agreement as in effect immediately before the execution of
        this Amendment.

 
     IN WITNESS WHEREOF, the Company and the Executive have executed this
Amendment as of the date first written above.


                                  CAPITAL ONE FINANCIAL CORPORATION

 
                                  By:
                                     -------------------------------------
                                     Xxxx X. Xxxxxxxx, Xx.
                                     Senior Vice President and
                                     General Counsel



                                  By:
                                     -------------------------------------
                                  Name:
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