AMENDMENT NO. 2

EXHIBIT 10.18.2

Execution Counterpart

AMENDMENT NO. 2

     AMENDMENT NO. 2 dated as of June 27, 2002 among CAPITAL ONE FINANCIAL CORPORATION, a corporation organized under the laws of the State of Delaware (“COFC”); CAPITAL ONE BANK, a bank organized under the laws of the Commonwealth of Virginia (“COB”); CAPITAL ONE, F.S.B., a Federal savings bank organized under the laws of the United States of America (“FSB”; each of COFC, COB and FSB is herein referred to as a “Borrower” and, collectively, as the “Borrowers”); and JPMORGAN CHASE BANK (successor to The Chase Manhattan Bank), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

     The Borrowers, the Lenders party thereto and the Administrative Agent are party to a Second Amended and Restated Credit Agreement dated as of May 25, 1999 (as amended by Amendment No. 1 dated as of December 21, 1999 and as otherwise modified and supplemented and in effect on the date hereof, the “Credit Agreement”). The Borrowers have requested that the Lenders agree to amend the Credit Agreement as hereinafter provided. The Majority Lenders have consented to such amendments on and subject to the terms and conditions hereof. Accordingly, the Borrowers and the Administrative Agent, acting on behalf of the Majority Lenders, agree as follows:

     Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

     Section 2. Amendments. Subject to Section 4, the Credit Agreement shall be amended as of the Effective Date as follows:

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     Section 3. Representations and Warranties. Each Borrower represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties

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made by such Borrower in Section 7 of the Credit Agreement are true and complete on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and as if each reference in said Section 7 to “this Agreement” included reference to this Amendment No. 2 and (ii) no Default has occurred and is continuing.

     Section 4. Effectiveness. As provided in Section 2 of this Agreement, the amendments to the Credit Agreement set forth in said Section 2 shall become effective on the date (the “Effective Date”) on which the Administrative Agent notifies the Borrowers and the Lenders that it has received the following documents or items, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent:

     (a)  Counterparts of this Amendment No. 2 executed by the Borrowers; and

     (b)  An opinion, dated the Effective Date, of Frank R. Borchert, III, counsel to the Borrowers, substantially in the form of Exhibit A hereto and covering such other matters as the Administrative Agent may reasonably request (and the Borrowers hereby instruct such counsel to deliver such opinion to the Lenders and the Administrative Agent).

     Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed by their respective authorized officers as of the day and year first above written.