CAPITAL ONE FINANCIAL CORP
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>11
<FILENAME>w83110exv10w5.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT


               AGREEMENT, dated this 13th day of July, 1998 (the "Agreement"),
among Summit Acceptance Corporation (the "Employer"), and David R. Lawson of
3939 Beltline Road, Suite 400, Dallas, Texas 75244 (the "Employee").

               1.  Employment. Duties and Agreements.

               (a) The Employer hereby agrees to employ the Employee as the
Chief Executive Officer of the Employer and the Employee hereby accepts such
position and agrees to serve the Employer in such capacity during the employment
period fixed by Section 3 hereof (the "Employment Period"). The Employee shall
report to the Board of Directors of the Employer (the "Board") or to the
Executive Committee of the Board, if any, or any other officer of the Employer
as determined by the Board. The Employee's duties and responsibilities shall be
commensurate with his position or as determined by the Board or its designee.
During the Employment Period, the Employee shall be subject to, and shall act in
accordance with, all reasonable instructions and directions of the Board or its
designee and all applicable policies and rules thereof as are consistent with
the above title.

               (b) During the Employment Period and as long as the Employer
shall not be in default of a material obligation hereunder, excluding any
periods of vacation, holidays, sick leave and other paid or unpaid leaves of
absence to which the Employee is entitled, the Employee shall devote his full
working time, energy and attention to the performance of his duties and
responsibilities hereunder and shall faithfully and diligently endeavor to
promote the business and best interests of the Employer.

               (c) During the Employment Period, the Employee may not, without
the prior written consent of the Board, operate, participate in the management,
operations or control of, or act as an employee, officer, consultant, agent or
representative of, any type of business or service (other than as an employee of
the Employer), provided that it shall not be a violation of the foregoing for
the Employee to (i) act or serve as a director, trustee or committee member of
any civic or charitable organization, (ii) act or serve as a director or
committee member of another business to the extent the Employee serves such
business in such capacity as of the Effective Date, provided that such
activities do not violate the non-compete covenants of Section 7 hereof or
otherwise present any conflict of interest with the Employer and any of its
affiliates, and (iii) manage his personal, financial and legal affairs, so long
as such activities (described in clauses (i), (ii) and (iii)) do not interfere
with the performance of his duties and responsibilities to the Employer as
provided hereunder.

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        2.      Compensation.

                (a)     As compensation for the arrangements made by the
Employee herein and the performance by the Employee of his obligations
hereunder, during the Employment Period, the Employer shall pay the Employee,
not less than once a month pursuant to the Employer's normal and customary
payroll procedures, a base salary at the rate of $240,000 per annum (the "Base
Salary"), provided that such base salary shall increase to $252,000 as of the
first anniversary of the Effective Date.

                (b)     In addition to the Base Salary, during the Employment
Period the Employee shall have an opportunity to earn an annual target bonus
(the "Bonus") equal to 50% of the Employee's Base Salary. The actual Bonus will
be determined by the Board and will be based on individual performance,
achievement of Capital One Financial Corporation/Summit Acceptance Corporation
integration plan, and performance of the Employer's business.

                (c)     On the Effective Date (as defined in Section 3 below),
the Employee shall be granted an option (the "Option") to purchase 16,000 shares
of common stock of Capital One Financial Corporation ("Capital One Common
Stock"), par value $0.01 per share, at a per share exercise price equal to the
average of the high and low trading price for Capital One Common Stock as
reported on the New York Stock Exchange Composite Transactions Tape on the
Effective Date. The terms of the Option shall be governed by the Capital One
Financial Corporation 1994 Stock Incentive Plan and the Employee shall be
required to execute the forms of Stock Option Grant Agreement attached hereto as
Exhibit I (with respect to the portion of the Option that qualifies as an
incentive stock option under Section 422 of the Internal Revenue Code) and
Exhibit II (with respect to the portion of the Option that is a non-qualified
stock option).

                (d)     During an Employment Period, the Employee shall b e
entitled to the benefits and perquisites which are made available generally to
other similar employees of the Employer or as may be agreed upon by the Board.

        3.      Employment Period.

                The Employment Period shall commence on the Closing Date of the
transactions contemplated under the Agreement and Plan of Merger dated July 13,
1998 (the "Merger Agreement") among Capital One Financial Corporation ("Capital
One"), S-Acquisition Corp., the Employer and certain other parties (the
"Effective Date") and shall terminate on the day preceding the second
anniversary of the Effective Date (the "Scheduled Termination Date"); provided,
however, that the Employee's employment hereunder may be terminated during the
Employment Period prior to the Scheduled Termination Date upon the earliest to
occur of the following events (at which time the Employment Period shall be
terminated);

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                (a)     Death. The Employee's employment hereunder shall
terminate upon his death.

                (b) Disability. The Employer shall be entitled to terminate the
Employee's employment hereunder for "Disability" if, as a result of the
Employee's incapacity due to physical or mental illness, the Employee shall have
been unable to perform his duties hereunder or the Employer determines that the
Employee will not be able to perform his duties hereunder, for a period of six
(6) consecutive months or for 180 days within any 365-day period, and within 30
days after Notice of Termination (as defined in Section 4 below) for Disability
is given following such 6-month or 180/365-day period, as the case may be, the
Employee shall not have returned to the performance of his duties on a full-time
basis. Such inability or incapacity to perform the duties hereunder shall be
documented to the reasonable satisfaction of the Board by correspondence from
registered physicians reasonably satisfactory to the Board and the Employee.

                (c) Cause. The Employer may terminate the Employee's employment
hereunder for Cause. For purposes of this Agreement, the term "Cause" shall
mean: (i) a material violation by the Employee of this Agreement; (ii) the
failure by the Employee to substantially perform his duties hereunder (other
than as a result of physical or mental illness or injury), after the Board
delivers to the Employee a written demand for substantial performance that
specifically identifies the manner in which the Board believes that the Employee
has not substantially performed the Employee's duties and the Employee fails to
cure the existing problem within 30 days; (iii) the Employee's willful
misconduct or gross negligence which is materially injurious to the Employer; or
(iv) the commission by the Employee of a felony or other serious crime involving
moral turpitude. If, subsequent to the Employee's termination of employee
hereunder for other than Cause, it is discovered that the Employee's employment
could have been terminated for Cause, the Employee's employment shall, at the
election of the Employer, be deemed to have been terminated for Cause
retroactively to the date the events giving rise to Cause occurred.

                (d) Without Cause. The Employer may terminate the Employee's
employment hereunder without Cause.

                (e)     Voluntary Termination. The Employee may voluntarily
terminate his employment under this Agreement at any time by providing at least
60 days' prior written notice to the Employer. In such event, the Employee shall
be entitled to receive his unpaid Base Salary accrued up to the date of such
termination and the Employer shall not have any further obligations hereunder.

                4. Termination Procedure.

                (a) Notice of Termination. Any termination of the Employee's
employment by the Employer or by the Employee during the Employment Period
(other than termination pursuant to Section 3(a)) shall be communicated by
written "Notice of

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Termination" to the other party hereto in accordance with Section 9(a). For
purposes of this Agreement, a Notice of Termination shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Employee's employment under the provision
so indicated and shall attach any prior notices required under Section 3.

                (b) Date of Termination. "Date of Termination" shall mean (i) if
the Employee's employment is terminated by his death, the date of his death,
(ii) if the Employee's employment is terminated pursuant to Section 3(b), thirty
(30) days after Notice of Termination and (iii) if the Employee's employment is
terminated for any other reason, the date on which a Notice of Termination is
given or any later date (within thirty (30) days, or any alternative time period
agreed upon by the parties, after the giving of such notice) set forth in such
Notice of Termination.

               5. Termination Payments.

                (a) Without Cause. In the event of the termination of the
Employee's employment during the Employment Period by the Employer without
Cause, the Employer shall continue to pay, in accordance with the Employer's
normal and customary payroll procedures, the Employee's Base Salary through the
Scheduled Termination Date and shall pay any unpaid Bonus for each year in the
two year period covered by this Agreement as if 100% of the target Bonus had
been achieved on the date such Bonus would have otherwise been paid for such
year; provided that the Employer's obligation to pay any termination payments
hereunder shall be contingent upon the Employee executing a valid release and
waiver of all claims.

                (b) Cause, Death or Disability. If the Employee's employment is
terminated during the Employment Period by the Employer for Cause or as a result
of the Employee's death or Disability, the Employer shall pay to the Employee or
the Employee's estate or legal representative in the event of his death any
unpaid Base Salary accrued up to the date of such termination. The Employer
shall have no additional obligations under this Agreement.

                6. Non-Disclosure. The Employee acknowledges that during the
course of the Employee's employment, he has had, and/or will have, access to
confidential information regarding the Employer and Capital One and their
respective customers and trade secrets (including, but not limited to,
information relating to the Employer's business of acquiring and managing auto
finance receivables and Capital One's business of acquiring and managing credit
card accounts and accounts relating to other consumer products and services)
which, if released, would cause substantial and irreparable harm to the business
interests of the Employer and Capital One. The Employee agrees that all
information pertaining to prior, current or contemplated business of the
Employer and/or Capital One (excluding (a) publicly available information (in
substantially the form in which it is publicly available) unless such
information is publicly available by reason of unauthorized disclosure and (b)
information of a general nature not pertaining exclusively

<PAGE>

to the Employer and/or Capital One which would be generally acquired in similar
employment with another employer) constitute valuable and confidential assets of
the Employer. Such information includes, without limitation, information related
to the Employer's auto finance business and Capital One's credit card and other
information-based consumer marketing businesses, such as the Employer's or
Capital One's business plans and strategies, products, test results,
discoveries, customer lists, databases, computer programs, frameworks, models,
credit policies and practices, collections, recoveries and repossession policies
and practices and marketing, selling and operating policies and practices with
respect to the identity, solicitation, acquisition, management, resale or
cancellation of auto finance receivables, credit card accounts and/or other
consumer product and/or service accounts. The Employee shall hold all such
information in trust and confidence for the Employer and Capital One shall not
use or disclose any such information for other than the Employer's business, and
shall be liable for damages incurred by the Employer and Capital One as a result
of disclosure of such information by the Employee for any purpose other than the
Employer's business, either during the Employee's employment or after the
Employee's employment terminates for whatever reason.

                7.  Non-Compete: Non-Solicitation.

                (a) In consideration of the Employer's willingness to enter into
this Agreement and provide the payments and benefits provided hereunder and in
consideration of Capital One's willingness to effect the acquisition, acquire
all outstanding shares of Summit Common Stock held by the Employee and convert
all Summit Options held by the Employee into Capital One Options, the Employee
agrees not to engage in the following:

                      (i) directly or indirectly, whether or not for
        compensation, participate in the ownership, management, operation or
        control of, or otherwise render any service to, any Auto Finance
        Competitor (as hereunder defined) or be employed by or perform
        consulting services for any Auto Finance Competitor during the
        Employment Period and continuing for a period ending two (2) years
        following the later of the Scheduled Termination Date or the Employee's
        termination of employment, provided that the ownership for investment
        purposes of not more than five percent (5%) of the total outstanding
        equity securities of a publicly-traded company shall not violate this
        provision;

                      (ii) directly or indirectly, whether or not for
        compensation, participate in the ownership, management, operation or
        control of, or otherwise render any service to, any Credit Card
        Competitor (as hereunder defined) or be employed by or perform
        consulting services for any Credit Card Competitor during the Employment
        Period and continuing for a period ending two (2) years following the
        later of the Scheduled Termination Date or the Employee's termination of
        employment, provided that the ownership for investment purposes of not
        more than five percent (5%) of the total outstanding equity securities
        of a publicly-traded company shall not violate this provision;

<PAGE>

                      (iii) directly or indirectly, solicit any Customer (as
        hereinafter defined) of the Employer or any former or prospective
        Customer of the Employer with a view to inducing such Customer to enter
        into an agreement or otherwise do business with any Competitor (as
        hereinafter defined) with respect to the Employer's business, or attempt
        to induce any such Customer to terminate its relationship with the
        Employer or to not enter into a relationship with the Employer, as the
        case may be for a period of two (2) years following the later of the
        Scheduled Termination Date or the Employee's termination of employment;
        or
                      (iv) offer employment to any employee of the Employer or
        attempt to induce any such employee to leave the employ of the Employer
        for a period of two (2) years following the later of the Scheduled
        Termination Date or the Employee's termination of employment.

                (b) For purposes of this Section 7:

                      (i) An "Auto Finance Competitor" is any corporation, firm,
        partnership, proprietorship or other entity which engages in the
        business of acquiring and/or managing auto finance receivables in the
        United States or any other country where the Employer or one of its
        affiliates is engaged in the auto finance business at the Scheduled
        Termination Date or Employee's termination of employment.

                      (ii) A "Credit Card Competitor" is any corporation, firm,
        partnership, proprietorship or other entity which engages in the
        business of acquiring and/or managing credit card accounts, whether
        secured or unsecured, in the United States, Canada, the United Kingdom
        or any other country where Capital One or one of its affiliates is
        engaged in the credit card business at the Scheduled Termination Date or
        the Employee's termination of employment.

                Any references to the term "Competitor" shall collectively
        include Auto Finance Competitor and Credit Card Competitor.

                      (iii) A "Customer" shall mean (1) any person or entity who
        sells, purchases or in any way utilizes the products or services of the
        Employer or (2) any person or entity who has an active business
        relationship with, and has referred business to, the Employer.

                8. Third Party Beneficiary Right: Enforcement. The Employee
hereby agrees and acknowledges that his obligations under Section 6 and 7 hereof
are for the benefit of the Employer and Capital One and Capital One shall have
the right to enforce such provisions hereof to the same extent and in the same
manner as the Employer.

                The parties hereto hereby declare that it is impossible to
measure in money the damages which will accrue to the Employer and/or Capital
One by reason of a failure

<PAGE>

by the Employee to perform any of his obligations under the Sections 6 and 7.
Accordingly, if the Employer and/or Capital One institutes any action or
proceeding to enforce the provisions hereof, to the extent permitted by
applicable law, the Employee hereby waives the claim or defense that the
Employer and/or Capital One has an adequate remedy at law, and the Employee
shall not urge in any such action or proceeding the defense that any such remedy
exists at law. Section 6, 7 and 8 shall survive the termination of the
Employment Period.

                9. Miscellaneous.

                (a) Any notice or other communication required or permitted
under this Agreement shall be effective only if it is in writing and delivered
personally or sent by registered or certified mail, postage prepaid, addressed
as follows (or if it is sent through any other method agreed upon by the
parties):

                If to the Employer:

                Summit Acceptance Corporation
                c/o Capital One Financial Corporation
                2980 Fairview Park Drive
                Suite 1300
                Falls Church, VA 22042-4525

                Attention: Senior Vice President (Human Resources)
                and General Counsel

                If to the Employee:

                At the address first written above.


or to such other address as any party hereto may designate by notice to the
others, and shall be deemed to have been given upon receipt.

                (b) This Agreement by and between the Employee and the Employer
and the forms of Stock Option Grant Agreement attached hereto as Exhibits I and
II, constitute the entire agreement among the parties hereto with respect to the
Employee's employment, and supersedes and is in full substitution for any and
all prior understandings or agreements with respect to the Employee's
employment.

                (c) This Agreement may be amended only by an instrument in
writing signed by the parties hereto, and any provision hereof may be waived
only by an instrument in writing signed by the party or parties against whom or
which enforcement of such waiver is sought. The failure of any party hereto at
any time to require the performance by any other party hereto of any provision
hereof shall in no way affect the full right to require such performance at any
time thereafter, nor shall the waiver by any

<PAGE>

party hereto of a breach of any provision hereof be taken or held to be a waiver
of any succeeding breach of such provision or a waiver of the provision itself
or a waiver of any other provision of this Agreement.

                (d) (i) This Agreement is binding on and is for the benefit of
the parties hereto and their respective successors, heirs , executors,
administrators and other legal representatives. Neither this Agreement nor any
right or obligation hereunder may be assigned by the Employee.

                (ii) The Employer shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Employer expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Employer would have been required to perform it if no such
succession had taken place. As used in the Agreement, "the Employer" shall mean
both the Employer as defined above and any such successor that assumes and
agrees to perform this Agreement, by operation of law or otherwise.

                (e) If any provision of this Agreement or portion thereof is so
broad, in scope or duration, so as to be unenforceable, such provision or
portion thereof shall be interpreted to be only so broad as is enforceable.

                (f) The Employer may withhold from any amounts payable to the
Employee hereunder all federal, state, city or other taxes that the Employer may
reasonably determine are required to be withheld pursuant to any applicable law
or regulation.

                (g) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO ITS
PRINCIPLES OF CONFLICTS OF LAW.

                (h) This Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute one and
the same instrument.

                (i) The headings in this Agreement are inserted for convenience
of reference only and shall not be a part of or control or affect the meaning of
any provision hereof.





                IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.

<PAGE>

                                    SUMMIT ACCEPTANCE CORPORATION


                                      /s/ David R. Lawson
                                    -------------------------------------
                                    Name:  David R. Lawson
                                    Title: CEO



                                      /s/ David R. Lawson
                                    -------------------------------------
                                    David R. Lawson












<PAGE>

                        AMENDMENT TO EMPLOYMENT AGREEMENT

        THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered into
effective as of the 27 day of July, 2000 ( the "Effective Date"), by and between
SUMMIT ACCEPTANCE CORPORATION, a Texas corporation (the "Employer"), and DAVID
R. LAWSON ("Employee").

        WHEREAS, Employee and Employer entered into an Employment Agreement
dated as of July 13, 1998, (the "Original Employment Agreement"); and

        WHEREAS, pursuant to Section 8 of the Original Employment Agreement,
Employee agreed that his obligations under Sections 6 ("Non-Disclosure") and 7
("Non-Compete; Non Solicitation") of the Original Employment Agreement were for
the benefit of Summit and Capital One Financial Corporation ("Capital One"), and
that the Employer and Capital One shall have the right to enforce such
provisions; and

        WHEREAS, Employer and Employee desire to amend the Original Employment
Agreement.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

        1.      The first paragraph of Section 3 of the Original Employment
Agreement is hereby deleted in its entirety and replaced as provided below:

                "3.   Employment Period.

                      The Employment Period shall commence upon the Effective
        Date of the Amendment to Employment Agreement, as the term is defined
        therein, and shall terminate on the day preceding the first anniversary
        of the Effective Date of the Amendment to Employment Agreement (the
        "Scheduled Termination Date"); provided, however, that the Employee's
        employment hereunder may be terminated during the Employment Period
        prior to the Scheduled Termination Date upon the earliest to occur of
        the following events (at which time the Employment Period shall be
        terminated):"

        Subsections 3(a)-(e) shall remain as written.

        The following paragraph shall be added at the end of Section 3:

                "This Agreement shall be automatically renewed for a one-year
        period ("Renewal Term"), unless this Agreement is terminated by either
        party at least 30 days prior to the end of the term of this Agreement,
        or is otherwise terminated pursuant to Section 3 of the Original
        Employment Agreement. The Renewal Term will continue from year-to-year
        unless either party terminates the Agreement at least 30 days prior to
        the expiration of any Renewal Term, or


<PAGE>

        otherwise terminates the Agreement pursuant to Section 3 of the Original
        Employment Agreement."

                2.    The first paragraph of Section 7(a) of the Original
Employment Agreement is hereby deleted in its entirety and replaced as provided
below:

                "7.    Non-Compete: Non-Solicitation

                (a)   In consideration of the Employer's willingness to enter
                into this Agreement and provide the payments, benefits,
                confidential information, and special training provided
                hereunder, the Employee agrees not to engage in the following:"

        3.      Section 9(b) of the Original Employment Agreement is hereby
deleted in its entirety and replaced as provided below:

                "(b) This Agreement by and between the Employee and the Employer
and the forms of Stock Option Grant Agreement attached hereto as Exhibits I and
II, together with the Amendment to Employment Agreement executed on July 13,
1998, constitute the entire agreement among the parties hereto with respect to
the Employee's employment, and supersedes and is full substitution for any and
all prior understandings or agreements with respect to the Employee's
employment."

        Employee specifically acknowledges that the Employee's obligations of
non-disclosure, non-competition, and non-solicitation apply to protect all
confidential information received or learned by him, directly or indirectly,
during the initial term of the Original Employment Agreement and thereafter.

        Except as otherwise amended pursuant to this Amendment, the terms and
conditions of the Original Employment Agreement shall remain in full force and
effect, and shall survive the execution of this Amendment. If any inconsistency
or conflict between the terms of this Amendment and the Original Employment
Agreement shall exist, this Amendment shall control.

        IN WITNESS WHEREOF, this Amendment has been executed by the duly
authorized representatives of each of the parties effective as of the date first
written above.


EMPLOYER:                                         EMPLOYEE:
SUMMIT ACCEPTANCE CORPORATION



By:                                                  /s/ David R. Lawson
    ---------------------------                   ------------------------------





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