Merger Toolkit

 

In order to better serve the needs of our stockholders, we have compiled this list of frequently asked questions. In addition, Computershare has set up a Capital One dedicated line to provide support exclusively to Capital One's stockholders with any questions they may have, regardless of whether the questions are merger-related.

 

We hope you find this service useful.

 

Computershare's dedicated line for Capital One stockholders is toll free 1-888-985-2057.

 

COF/HIB Merger FAQs

 

For your convenience, we have set out below answers to a number of questions frequently asked by our stockholders. Most of the information set out below has been extracted from publicly available information, including Capital One's Registration Statement on Form S-4 that included a joint proxy statement of Capital One and Hibernia that also constitutes a prospectus of Capital One. Capital One and Hibernia mail ed the Proxy Statement/Prospectus to their respective stockholders on or about October 1, 2005. These FAQ's do not purport to be complete and should be read in conjunction with the Proxy Statement/Prospectus and other related documents. You may obtain a free copy of the Proxy Statement/Prospectus and other related documents filed by Capital One and Hibernia with the SEC at the SEC's website at http://www.sec.gov . The Proxy Statement/Prospectus and the other related documents may also be obtained for free by accessing Capital One's website at http://www.capitalone.com under the heading “Investors” and then under the heading “SEC & Regulatory Filings”.

 

1. How many shares of Capital One common stock and/or how much cash am I entitled to receive in exchange for each share of my Hibernia common stock following the Capital One and Hibernia merger ?

As a result of the Capital One and Hibernia merger, each share of Hibernia common stock with respect to which a valid cash election was made was converted into the right to receive $30.46 in cash; and each share of Hibernia common stock with respect to which a valid stock election was made was converted into the right to receive approximately $6.16 in cash plus 0.3024 of a share of Capital One common stock. However, Hibernia shareholders who did not make a valid election with respect to their shares of Hibernia common stock received the default merger consideration consisting of $30.46 in cash in exchange for each share of their Hibernia common stock. Whether or not a valid election was made, Hibernia shareholders received cash for each fractional share of their Hibernia common stock, based on the average closing price of Capital One common stock of $80.324 for the five day period ending on November 15, 2005.

 

To access Capital One's press release announcing the final results regarding the Capital One and Hibernia merger consideration, please click on the link below:

 

http://www.sec.gov/Archives/edgar/data/927628/000090342305000935/capone_ex99-1.htm

2. Will I be taxed on the Hibernia and Capital One merger?

 

For a description of anticipated material U.S. federal income tax consequences of the merger to U.S. holders of Hibernia common stock, please refer to the joint proxy statement of Capital One and Hibernia at:

 

http://www.sec.gov/Archives/edgar/data/47288/000119312505192461/ddefm14a.htm#toc43914_28

 

 

3. I do not have any records that show how much I paid for my shares of Hibernia common stock. How do I find out my tax basis in my shares?

Please consult the stockbroker that you used when you originally purchased your shares of Hibernia common stock. Your broker should be able to provide you with information regarding your tax basis. Assuming you purchased the shares for cash, your tax basis in your shares generally is equal to the amount of cash you paid for those shares. If you have any questions regarding your tax basis in your Hibernia shares, you should consult your financial advisor, accountant or tax lawyer. Unfortunately, neither Computershare nor Capital One, has records regarding the tax basis of your shares, except in circumstances specified in the next paragraph.

 

If you held stock certificates for your shares of Hibernia, or if your shares were in “book-entry” form (meaning that you did not own stock certificates but, instead, you were recorded on a stock register maintained by Computershare as the record owner of those shares), or if your shares were held in the Dividend Reinvestment and Stock Purchase Plan (the “DRP”) or if you had employee restricted stock, you should contact Computershare at the toll free number indicated above.

4. What will be my tax basis in and holding period for the shares of Capital One common stock that I receive in the Capital One and Hibernia merger?

Your aggregate tax basis in the shares of Capital One common stock that you receive in the Capital One and Hibernia merger will, including any fractional share interests you are treated as having received as described in the last bullet point of Question 5 above, equal your aggregate tax basis in your shares of Hibernia common stock that you surrender in the merger, increased by the amount of any taxable gain you recognize as a result of the merger (other than any taxable gain resulting your deemed receipt of and sale back to Capital One of any fractional share interests), and decreased by the amount of any cash you receive as a result of the merger (excluding any cash received in lieu of a fractional share interest).

 

Your holding period for the shares of Capital One common stock that you receive in the Capital One and Hibernia merger generally will include the holding period for the shares of Hibernia common stock that you exchange for the Capital One shares.


COF/NFB Merger FAQs

 

For your convenience, we have set out below answers to a number of questions frequently asked by our stockholders. Most of the information set out below has been extracted from publicly available information, including Capital One's Registration Statement on Form S-4 that included a joint proxy statement of Capital One and North Fork that also constitutes a prospectus of Capital One. Capital One and North Fork mailed the Proxy Statement/Prospectus to their respective stockholders on or about July 14, 2006. These FAQ's do not purport to be complete and should be read in conjunction with the Proxy Statement/Prospectus and other related documents. You may obtain a free copy of the Proxy Statement/Prospectus and other related documents filed by Capital One and North Fork with the SEC at the SEC's website at http://www.sec.gov . The Proxy Statement/Prospectus and the other related documents may also be obtained for free by accessing Capital One's website at http://www.capitalone.com under the heading “Investors” and then under the heading “SEC & Regulatory Filings”.

 

I. Election-Related Questions

 

1. How many shares of Capital One common stock and/or how much cash am I entitled to receive in exchange for each share of my North Fork common stock following the Capital One and North Fork merger?

As a result of the Capital One and North Fork merger, each share of North Fork common stock with respect to which a valid cash election was made was converted into the right to receive $28.144 in cash; and each share of North Fork common stock with respect to which a valid stock election was made was converted into the right to receive 0.3692 of a share of Capital One common stock. However, North Fork stockholders who did not make a valid election with respect to their shares of North Fork common stock will receive the default merger consideration consisting of approximately $26.845 in cash plus 0.017 of a share of Capital One common stock in exchange for each share of their North Fork common stock. Whether or not a valid election was made, North Fork stockholders received cash for each fractional share of their North Fork common stock, based on the average closing price of Capital One common stock of $76.238 for the five-day period ending on November 30, 2006.

 

To access Capital One's press release announcing the final results regarding the Capital One and North Fork merger consideration, please click on the link below:

 

http://www.sec.gov/Archives/edgar/data/927628/000119312506245235/dex991.htm

2. Will I be taxed on the North Fork and Capital One merger?

 

For a description of anticipated material U.S. federal income tax consequences of the merger to U.S. holders of North Fork common stock, please refer to the joint proxy statement of Capital One and North Fork at:

 

http://www.sec.gov/Archives/edgar/data/352510/000119312506145231/ddefm14a.htm

 

3. I do not have any records that show how much I paid for my shares of North Fork common stock. How do I find out my tax basis in my shares?

Please consult the stockbroker that you used when you originally purchased your shares of North Fork common stock. Your broker should be able to provide you with information regarding your tax basis. Assuming you purchased the shares for cash, your tax basis in your shares generally is equal to the amount of cash you paid for those shares. If you have any questions regarding your tax basis in your North Fork shares, you should consult your financial advisor, accountant or tax lawyer. Unfortunately, neither Computershare nor Capital One, has records regarding the tax basis of your shares, except in circumstances specified in the next paragraph.

 

If you held stock certificates for your shares of North Fork, or if your shares were in “book-entry” form (meaning that you did not own stock certificates but, instead, you were recorded on a stock register maintained by Computershare as the record owner of those shares), or if your shares were held in the Dividend Reinvestment and Stock Purchase Plan (the “DRP”) or if you had employee restricted stock, you should contact Computershare at the toll free number indicated above.

4. What will be my tax basis in and holding period for the shares of Capital One common stock that I receive in the Capital One and North Fork merger?

Your aggregate tax basis in the shares of Capital One common stock that you receive in the Capital One and North Fork merger will, including any fractional share interests you are treated as having received as described in the last bullet point of Question 5 above, equal your aggregate tax basis in your shares of North Fork common stock that you surrender in the merger, increased by the amount of any taxable gain you recognize as a result of the merger (other than any taxable gain resulting your deemed receipt of and sale back to Capital One of any fractional share interests), and decreased by the amount of any cash you receive as a result of the merger (excluding any cash received in lieu of a fractional share interest).

 

Your holding period for the shares of Capital One common stock that you receive in the Capital One and North Fork merger generally will include the holding period for the shares of North Fork common stock that you exchange for the Capital One shares.