Capital One in Proposed $14.6 Billion Acquisition of North Fork

March 12, 2006

Cleary Gottlieb is representing Capital One Financial Corporation in its proposed $14.6 billion acquisition of North Fork Bancorporation, Inc. for cash and stock. The transaction will create the third-largest retail depository institution in the New York region, the nation’s largest deposit market, and one of the 10 largest banks in the U.S. based on deposits and managed loans. The transaction is expected to close in the fourth quarter, subject to approval by regulatory authorities and Capital One and North Fork stockholders.

Capital One, a Cleary client since its IPO about ten years ago, has evolved from being primarily a credit card company to being one of the nation’s leading diversified consumer financial services companies. Cleary also represented Capital One in connection with its 2005 acquisition of Hibernia Corporation, and the subsequent renegotiation of the merger agreement in light of the impact of Hurricane Katrina on New Orleans-based Hibernia.