A Kaulkin Ginsberg Publication
03/22/2010

Preliminary Results of Election Regarding Merger Consideration Announced in Capital One's Acquisition of Hibernia

August 26, 2005
 
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MCLEAN, VA and NEW ORLEANS - Capital One Financial Corporation and Hibernia Corporation today announced the preliminary results of elections made by Hibernia shareholders as to the form of merger consideration to be received in the pending acquisition of Hibernia by Capital One. Of the 159,931,114 shares of Hibernia common stock outstanding as of August 25, 2005:

— 52,518,719 shares, or 32.8%, elected to receive cash;

— 86,962,692 shares, or 54.4%, elected to receive Capital One common stock; and

— 20,449,703 shares, or 12.8%, did not make a valid election.

The elections with respect to approximately 15,974,342 of the foregoing shares electing to receive cash and approximately 19,082,116 of the foregoing shares electing to receive stock were made pursuant to the notice of guaranteed delivery procedure, which requires the delivery of Hibernia shares to the exchange agent for the merger by 5:00 p.m., New York City time, on August 30, 2005. If the exchange agent does not receive the required share certificates or book-entry transfer of shares by this guaranteed delivery deadline, the Hibernia shares subject to such election will be treated as shares that did not make a valid election.

The actual merger consideration, and the allocation of the merger consideration, will be computed using the formula in the merger agreement and will be based on, among other things, the actual number of shares of Hibernia common stock outstanding immediately prior to the closing date, the final results of the election process, and the value of Capital One common stock for the five trading days immediately preceding the date of the effective time of the merger. The maximum amount of cash that will be paid in the merger is fixed at $2,382,141,311. A press release announcing the final merger consideration will be issued after the final merger consideration is determined.

A more complete description of the merger consideration and the proration procedures applicable to elections is contained in the proxy statement/prospectus dated June 17, 2005, mailed to Hibernia shareholders of record, which Hibernia shareholders are urged to read carefully and in its entirety.

Capital One and Hibernia expect to complete the merger on September 1, 2005. The proposed merger remains subject to the expiration of all regulatory waiting periods and the fulfillment of other closing conditions.

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