Capital One in $5 Billion Renegotiated Hibernia Acquisition; Merger Revised Following Katrina

September 7, 2005

Cleary Gottlieb is representing Capital One Financial Corporation in its $5 billion re-negotiated acquisition of Hibernia Corporation for cash and stock. The transaction was originally announced on March 6 at a value of $5.3 billion, but was renegotiated in light of the impact of Hurricane Katrina on New Orleans-based Hibernia. The amended deal will be re-submitted to Hibernia shareholders and is expected to close in the fourth quarter.

Capital One has diversified from being a pure credit card company to being one of the nation’s leading consumer financial services companies. Prior to this transaction, however, Capital One has not run a branch banking business. Hibernia is the leading bank in New Orleans and throughout Louisiana, with a significant and growing presence in Texas, particularly in the Houston and Dallas-Ft. Worth areas.