Capital One Financial Corp. Friday launched an entrepreneurial compensation program, saying it was committed to "aligning the interests of senior management with that of stockholders."

Under the new program, the company's two top executives, Richard D. Fairbank and Nigel Morris, have given up all remaining compensation through the year 2001 in exchange for performance- based options. Another 141 executives are eligible for the plan.

The options vest in nine years, or immediately if the stock price reaches $300 by June 15, 2002, or upon a change in control of the company. Mr. Fairbanks, the chairman and chief executive officer, will receive an option on 376,887 shares and Mr. Morris, the president and chief operating officer, will get an option on 251,258 shares, at $168.375.

That price will be adjusted for a 3-for-1 stock split that the credit card issuer also announced Friday, to be distributed June 1 to shareholders of record on May 20. The split will increase the outstanding number of Capital One shares to 195 million.

Capital One stock gained $6 to $173.6875.

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