UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 12, 2006

Capital One Financial Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (703) 720-1000.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On March 12, 2006, Capital One Financial Corporation, a Delaware Corporation (“Capital One”) and North Fork Bancorporation, Inc., a Delaware corporation (“North Fork”) issued a joint press release announcing the execution of the Agreement and Plan of Merger, dated as of March 12, 2006, between Capital One and North Fork.

A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Additionally, Capital One hereby files the Investor Presentation attached hereto as Exhibit 99.2

Additional Information About this Transaction

In connection with the proposed merger, Capital One will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Capital One and North Fork that also constitutes a prospectus of Capital One. Capital One and North Fork will mail the joint proxy statement/prospectus to their respective stockholders. Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the joint proxy statement/prospectus (when available) and other related documents filed by Capital One and North Fork with the SEC at the SEC’s website at www.sec.gov. The joint proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Capital One’s website at www.capitalone.com under the heading “Investors” and then under the heading “SEC & Regulatory Filings” or by accessing North Fork’s website at www.northforkbank.com under the tab “Investor Relations” and then under the heading “SEC Filings”.

Nothing in this report constitutes an offer of securities for sale.

Participants in this Transaction

Capital One, North Fork and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Capital One’s executive officers and directors in Capital One’s definitive proxy statement filed with the SEC on March 21, 2005. You can find information about North Fork’s executive officers and directors in their definitive proxy statement filed with the SEC on March 30, 2005. You can obtain free copies of these documents from the Capital One or North Fork using the contact information above.

Forward-Looking Statements

Information set forth in this report contains forward-looking statements, which involve a number of risks and uncertainties. Capital One and North Fork caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Capital One and North Fork, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Capital One or North Fork stockholders to approve the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-

2

party relationships and revenues. Additional factors that may affect future results are contained in Capital One’s and North Fork’s filings with the SEC, which are available at the SEC’s web site http://www.sec.gov. Capital One and North Fork disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.

The following exhibits are filed herewith:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

5

Exhibit 99.1

FOR IMMEDIATE RELEASE: March 12, 2006

Capital One, a financial holding company, is one of the nation’s leading diversified financial services companies and through its subsidiary, Hibernia National Bank, operates more than 300 branches in Louisiana and Texas. North Fork, a bank holding company with operations in the greater New York region, provides a full range of financial products and services to its retail and commercial customers, including deposit products and consumer, business and mortgage loans, along with other services. With approximately $36.6 billion in deposits, as of December 31, 2005, and 355 branch locations throughout New York, New Jersey and Connecticut, North Fork is the third-largest depository institution in the greater New York region.

The combined company will have deposits of more than $84 billion, a managed loan portfolio of more than $143 billion, more than 50 million customer accounts, and 655 branches.

Fairbank said, “Small business is at the intersection of national lending and local banking. Capital One is already one of the nation’s leaders in small business lending, and North Fork has a strong and growing small business franchise. With this transaction, we can accelerate growth in this attractive and profitable market and bring a full spectrum of banking services to small business customers through multiple channels.”

The transaction is expected to close in the fourth quarter of 2006. North Fork Chairman, President and Chief Executive Officer, John A. Kanas will become the President of Capital One’s banking business, reporting directly to Capital One’s Chairman and Chief Executive Officer, Richard D. Fairbank, and will join Capital One’s Board of Directors. Herb Boydstun, President of Capital One’s existing banking subsidiary, will report to Kanas and will continue to lead Capital One’s banking business in Louisiana and Texas.

“I am especially pleased to welcome John Kanas, his outstanding management team, and North Fork’s talented employees to Capital One. Under John’s leadership over the last 35 years, North Fork has become one of America’s premier banks. John’s business acumen and operational excellence are legendary in banking. He will be a welcome addition to our senior management team and our Board. North Fork is known for its commitment to its customers, employees and communities and, working with John and his team, we expect to build on this legacy.”

Fairbank added, “We remain committed to our banking strategy in Louisiana and Texas. Our integration of Hibernia continues to progress smoothly. We have a leading position in Louisiana and we’re accelerating Hibernia’s successful de novo growth strategy in the fastest growing markets in Texas. Under Herb’s leadership, we’ll continue to focus on building a winning banking business in those markets.”

Kanas said, “I share Rich’s vision for bringing together the best of Capital One and North Fork. Capital One already has over three million customer accounts in our footprint. Together, we can create great value for our shareholders and customers by combining Capital One’s financial strength, national brand, massive customer base, leading financial products and marketing capabilities, with our strong business-oriented banking franchise. I’m incredibly proud of everything that we created as an independent company and I am committed to building the next generation of North Fork as part of Capital One.”

Under the terms of the definitive agreement, which has been approved by both companies’ boards of directors, North Fork shareholders will have the right, subject to proration, to elect to receive cash or Capital One common stock, in either case having a value equal to $11.25 plus the value at closing of .2216 Capital One shares. Based on the price of Capital One shares at the close of business on Friday, March 10, 2006, the transaction is valued at $31.18 per North Fork share. The actual value on consummation of the acquisition will depend on Capital One’s share price at that time. The total transaction value of approximately $14.6 billion includes $5.2 billion in cash. This cash consideration will be financed through a combination of internal resources and market financings, potentially including a hybrid capital security.

The transaction is subject to shareholder approval from both companies in addition to regulatory approval. The transaction is expected to close in the fourth quarter of 2006. Additionally, Capital One said it expects to repurchase approximately $3 billion of its shares of common stock in the open market following the consummation of the transaction. The company expects approximately half of such repurchase program would occur during the last six months of 2007 and half during the first six months of 2008. The timing and nature of these repurchases will depend on market conditions and applicable securities laws. Capital One expects to maintain its current dividend policy subject to review by its Board of Directors.

Capital One expects the transaction to achieve cost savings and other synergies of $275 million, pretax, fully phased in by 2008, and to be mildly accretive beginning in 2008. Capital One affirmed its earnings per share guidance for 2006 to be between $7.40 and $7.80 per share (fully diluted), excluding the impact of this transaction.

J.P. Morgan Securities, Inc and Citigroup Corporate and Investment Banking acted as financial advisers to Capital One and Cleary Gottlieb Steen & Hamilton LLP acted as its legal counsel. Sandler

O’Neill, LP and Keefe, Bruyette & Woods, Inc. acted as financial advisers to North Fork and Wachtell, Lipton, Rosen & Katz acted as its legal counsel.

Forward-Looking Statements

Information set forth in this release contains forward-looking statements, which involve a number of risks and uncertainties. Capital One and North Fork caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Capital One and North Fork, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Capital One or North Fork stockholders to approve the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that may affect future results are contained in Capital One’s and North Fork’s filings with the SEC, which are available at the SEC’s web site http://www.sec.gov. Capital One and North Fork disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.

Additional Information About this Transaction

In connection with the proposed merger, Capital One will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Capital One and North Fork that also constitutes a prospectus of Capital One. Capital One and North Fork will mail the joint proxy statement/prospectus to their respective stockholders. Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the joint proxy statement/prospectus (when available) and other related documents filed by Capital One and North Fork with the SEC at the SEC’s website at www.sec.gov. The joint proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Capital One’s website at www.capitalone.com under the heading “Investors” and then under the heading “SEC & Regulatory Filings” or by accessing North Fork’s website at www.northforkbank.com under the tab “Investor Relations” and then under the heading “SEC Filings”.

This release does not constitute an offer of securities for sale.

Participants in this Transaction

Capital One, North Fork and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Capital One’s executive officers and directors in Capital One’s definitive proxy statement filed with the SEC on

March 21, 2005. You can find information about North Fork’s executive officers and directors in their definitive proxy statement filed with the SEC on March 30, 2005. You can obtain free copies of these documents from the Capital One or North Fork using the contact information above.

Capital One Hosts Analyst Conference Call

Capital One’s webcast of the analyst conference call is scheduled for Monday, 13 March at 8:30 am EST. The webcast will be accessible on the company’s home page (http://www.capitalone.com). Choose “Investors” on the bottom left corner of the home page to access the webcast and view and download the press release, slides, and other financial information.

About Capital One

Headquartered in McLean, Virginia, Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose principal subsidiaries, Capital One Bank, Capital One, F.S.B., Capital One Auto Finance, Inc., and Hibernia National Bank (www.hibernia.com), offer a broad spectrum of financial products and services to consumers, small businesses and commercial clients. Capital One’s subsidiaries collectively had $47.9 billion in deposits and $105.5 billion in managed loans outstanding as of December 31, 2005. Capital One, a Fortune 500 company, trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 500 index.

About North Fork

North Fork is a regional bank holding company headquartered in New York with approximately $58 billion in assets conducting commercial and retail banking from branch locations in the Tri-State area with a complementary national mortgage banking business.

Capital One Contacts:

Investors: Mike Rowen, 703-720-2455

Media: Tatiana Stead, 703-720-2352; Julie Rakes, 804-284-5800

North Fork Contacts:

Investors: Daniel M. Healy, 631-531-2058

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March 13, 2006 March 13, 2006 Investor Presentation Exhibit 99.2

2 Forward-Looking Statements •Information set forth in this report contains forward-looking statements, which involve a number of risks and uncertainties.  Capital One and North Fork caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information.  Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Capital One and North Fork, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts. •The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the failure of Capital One or North Fork stockholders to approve the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that may affect future results are contained in Capital One’s and North Fork’s filings with the SEC, which are available at the SEC’s web site http://www.sec.gov. Capital One and North Fork disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise. Additional Information About this Transaction •In connection with the proposed merger, Capital One will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Capital One and North Fork that also constitutes a prospectus of Capital One.  Capital One and North Fork will mail the joint proxy statement/prospectus to their respective stockholders.  Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the joint proxy statement/prospectus (when available) and other related documents filed by Capital One and North Fork with the SEC at the SEC’s website at www.sec.gov. The joint proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Capital One’s website at www.capitalone.com under the heading “Investors” and then under the heading “SEC & Regulatory Filings” or by accessing North Fork’s website at www.northforkbank.com under the tab “Investor Relations” and then under the heading “SEC Filings”. This release does not constitute an offer of securities for sale. Participants in this Transaction •Capital One, North Fork and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of the merger.  Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Capital One’s executive officers and directors in Capital One’s definitive proxy statement filed with the SEC on March 21, 2005.  You can find information about North Fork’s executive officers and directors in their definitive proxy statement filed with the SEC on March 30, 2005.  You can obtain free copies of these documents from the Capital One or North Fork using the contact information above.

3 Transaction Summary and Strategic Rationale Financial Overview * * * *

4 Consideration per Share $31.18 in value per NFB share (based on the closing price of $89.92 of COF on March 10, 2006, 0.2216x fixed exchange ratio and $11.25 in cash) . 64% stock and 36% cash Transaction value Approximately $14.6 billion NFB ownership Approximately 25% (fully diluted basis) Termination fee Reciprocal options grant Mgmt. & Board NFB Chairman & CEO, John Kanas, to join COF Board and be President of Banking Share Repurchase $1.5B in second half 2007 and additional $1.5B in first half 2008 Near-term synergies $275 million (50% in 2007; 100% in 2008) EPS Accretion/Dilution GAAP Operating Cash Operating -2007 (6.5%) (4.9%) (2.3%) -2008 (1.1%) 0.4% 2.6% Approvals Regulatory, NFB and COF shareholder approvals Expected Closing 4th Quarter 2006 Transaction Summary 1 - Subject to proration 1

5 Transaction multiples are in line with precedent Transaction multiples are in line with precedent transactions transactions Transaction Terms Comparable Transaction Medians (2) Value per NFB share (1) $31.18 Share Price Premium 1 day ($25.40) 22.8% 23.8% 5 day ($25.34)  23.1% 26.5% Price as a multiple of: LTM GAAP EPS 15.5x 19.2x NTM Cash EPS 15.7x 15.9x Book Value 1.6x 2.7x Tangible Book Value 4.9x 3.7x Premium/Core Deposits 34.1% 30.6% (1) Based on COF share price of $89.92 on 3/10/06 (2) Bank acquisitions (excluding MOEs) valued greater than $3B since January 2003 NTM GAAP EPS 16.0x 16.1x

6 This deal creates near term synergies and This deal creates near term synergies and strategically transforms the company strategically transforms the company Near-term earnings Near-term earnings synergies synergies ($275 M in 2008) Reduced capital levels Reduced capital levels • • Expense reduction Expense reduction • • Balance sheet savings Balance sheet savings • • Revenue opportunities Revenue opportunities • • Lower risk profile Lower risk profile • • Less volatility Less volatility Achieves Achieves hurdle rate hurdle rate Strategically Strategically transforms transforms the the company company AND AND • • Balance and Balance and diversification diversification • • New growth New growth opportunities opportunities

7 Our strategy works backward from the marketplace Our strategy works backward from the marketplace National Scale Lending Local Scale Banking Advantaged Customer Access Market End Game Low Risk, Balanced and Diversified

8 For years, our strategic agenda has emphasized two For years, our strategic agenda has emphasized two broad thrusts broad thrusts Secure and leverage Secure and leverage growth platforms growth platforms Balance and Balance and diversify the diversify the company company • • Diversified, lower Diversified, lower risk assets risk assets • • Diversified Diversified liabilities liabilities • • Diversified profits Diversified profits • • Structurally attractive Structurally attractive industries and industries and markets markets • • Winning business Winning business models models • • Exceptional growth Exceptional growth and profitability and profitability Deliver Enduring Value Creation

9 This acquisition delivers on our strategic agenda This acquisition delivers on our strategic agenda Balance and diversify the Balance and diversify the company company Secure and leverage Secure and leverage growth platforms growth platforms • 32% core deposit funding* • 49% of profits outside of card • 2.97% charge-off rate, in-line with other large diversified retail franchises • Lower capital requirements • Structurally attractive local scale businesses (in the largest market in the U.S.) – Deposit led small business/middle market banking – Consumer deposits • National scale Alt A mortgage and home equity platform • Stand-out track record for growth • Leverages COF strengths – Brand and customers – National scale products – IBS Substantial long term shareholder value creation * Core deposits defined as branch deposits excluding Jumbo Time and Foreign deposits Source: Company filings

10 With North Fork we are a balanced and diversified With North Fork we are a balanced and diversified financial institution financial institution 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Managed Loans Managed Liabilities NIAT $143B $168B $2.87B 3 Auto 11% Bank¹ 38% GFS 16% U.S. Card 35% 1 Bank is reported in “Other” segment as reported for COF earnings. 2 Includes Hibernia net income of $107.1M for first three quarters of 2005. 3 Total earnings includes $149M in unallocated net losses held in the “Other” category representing (7%) for 2005 COF-only earnings. Source:  Company filings; As of 12/31/2005 Other Borrowings  9% Branch Deposits 35% Securitization 34% Debt  4% Other  3% Branchless Deposits 16% Auto  4% Bank 1,2 34% GFS   6% U.S. Card 51% Capital One and North Fork 2005 Pro Forma 51%

11 0.12% 0.18% 0.26% 0.30% 0.43% 0.52% 0.75% 2.08% 2.63% 2.72% 2.97% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% Capital One / North Fork Pro Forma Citigroup Bank of America JPMorgan Chase Wells Fargo USBancorp National City BB&T Washington Mutual SunTrust Wachovia 2005 Managed U.S. Retail and Commercial Charge-off Rate Our pro forma loss rate is in line with other Our pro forma loss rate is in line with other diversified retail franchises diversified retail franchises Note: Citi is US Consumer only; JPMChase includes Retail Financial Services, Card Services and Commercial Banking; BofA includes Consumer & Small Business and Business & Financial Services and is pro forma to include MBNA acquisition; National City excludes Asset Management; USBank includes Wholesale & Consumer Banking and Payment Services. Wachovia, BB&T, Washington Mutual (pro forma to include Providian), SunTrust, Wells Fargo, Capital One and North Fork are total company. Source:  Company filings; As of 12/31/2005

12 We have secured a broad portfolio of growth We have secured a broad portfolio of growth platforms in attractive markets with end game platforms in attractive markets with end game positioning positioning Local Banking Local Banking Customer Access Customer Access National Lending National Lending Note: Texas and Louisiana ranks are based on state retail deposit rank. NYC rank based on New York MSA retail deposit rank.  As of 6/30/05.  US Card ranking based on $ outstandings, Auto on volume originations, Mortgage and Home Equity on $ originations, Small Business on card volumes, SBA on $ originations, and UK card on volume and survey results. Source: SNL, company reports • # 4 US Card issuer • # 2 Non-captive Auto originator • # 7 Alt-A Mortgage originator • # 11 Home Equity originator • # 2 Small Business card issuer • # 3 SBA loan originator • # 7 UK card issuer • • #1 Louisiana bank • #3 NYC MSA bank • #12 Texas bank • Two successful de novo models • Winning small business and middle market banking model (North Fork) • Winning consumer and small business growth model (Hibernia) • Over 50 M accounts – 3 million COF accounts in NYC MSA • Leading Brand • Every channel

13 John Kanas John Kanas will lead banking and integration will lead banking and integration John Kanas President, Banking John Bohlsen EVP Banking, Metro NY Herb Boydstun EVP Banking, LA and TX • Report to Rich Fairbank, CEO & Chairman, COF • Will be appointed to COF Board Miles Reidy Integration

14 North Fork is a leading Metro New York Bank North Fork is a leading Metro New York Bank • North Fork Bancorporation established in 1980 – Predecessor institutions date back to 1858 • Third largest retail depository in metropolitan New York – 353 branches • Premier small business and middle market banking franchise • National mortgage banking business • Acquired and integrated 14 banks over the last 20 years Note: Retail deposits excludes estimated corporate and other non-traditional deposits by excluding balances in excess of $500MM deposits for any individual branch.

15 North Fork has a strong track record for North Fork has a strong track record for deposit growth deposit growth $1.6 $2.0 $2.7 $3.4 $4.1 $6.7 $7.6 $0 $1 $2 $3 $4 $5 $6 $7 $8 $9 $10 1999 2000 2001 2002 2003 2004 2005 Total Deposits Source: Company filings and North Fork KBW investor presentation (March 1, 2006) Note: Includes acquisition of GreenPoint in 2004 Demand Deposits $7.6 $9.2 $11.3 $13.2 $15.1 $34.8 $36.6 $0 $5 $10 $15 $20 $25 $30 $35 $40 1999 2000 2001 2002 2003 2004 2005 $B $B

16 North Fork’s lending growth has been strong North Fork’s lending growth has been strong $0 $10 $20 $30 $40 North Fork Total Loans Held for Investment $B $33.2B Residential Mortgage Multifamily Commercial RE Construction C&I Consumer $30.5B $12.4B $11.4B $10.4B $9.4B Source: Company filings Note: Includes acquisition of GreenPoint in 2004

17 North Fork has delivered strong earnings growth North Fork has delivered strong earnings growth $2.01 $1.85 $1.73 $1.72 $1.37 $0.93 $1.01 $0.82 $0.82 $0.45 $0.46 $0.31 $0.00 $0.40 $0.80 $1.20 $1.60 $2.00 $2.40 North Fork Earnings Per Share Source: Company filings

18 Local Scale Deposit Position in                New York MSA North Fork National Scale Mortgage & Home Equity Origination Platform • #3 Retail deposit position in NY MSA • #4 Retail deposit position in Manhattan • #7 Alt-A Mortgage originator • #13 home equity originator • Assets: $57.6B • Deposits: $37B • ROA: 1.59% • ROTE: 31% • 2005 NIAT: $949MM • Market Cap: $12B Local Scale Small Business / Middle Market Commercial Banking Platform • Leading NY middle market commercial banking platform • #3 Small business lender (<$1 MM) in NY MSA Capital One has secured a premier business model with end game positioning Source: SNL, Company filings as of 12/31/2005

19 Local Scale Deposit Position in                New York MSA North Fork National Scale Mortgage & Home Equity Origination Platform • #3 Retail deposit position in NY MSA • #4 Retail deposit position in Manhattan • #7 Alt-A Mortgage originator • #13 home equity originator • Assets: $57.6B • Deposits: $37B • ROA: 1.59% • ROTE: 31% • 2005 NIAT: $949MM • Market Cap: $12B Local Scale Small Business / Middle Market Commercial Banking Platform • Leading NY middle market commercial banking platform • #3 Small business lender (<$1 MM) in NY MSA Capital One has secured a premier business model with end game positioning Source: SNL, Company filings as of 12/31/2005

20 $431 $238 $178 $111 $104 $100 $94 $84 $64 $64 $62 $61 $45 $45 $43 0 50 100 150 200 250 300 350 400 450 500 New York is the largest deposit market in the US New York is the largest deposit market in the US 2005 Top 15 MSAs Retail* Deposits $ B *Excludes estimated corporate and other non-traditional deposits by excluding balances in excess of $500MM deposits for any individual branch. Note: Deposits growth calculated from 2000-2005 Source: SNL 2000 – 2005 Retail Deposits CAGR 5.6% 8.2% 5.8% 7.9% 6.4% 5.6% 6.0% 7.9% 6.1% 7.9% 6.1% 2.8% 8.0% 10.4% 6.8% From 2000-05 NYC Market grew $103B

21 North Fork has an end game local share North Fork has an end game local share position in New York position in New York 2,959 307 222 183 241 317 188 516 356 247 382 2005 Total Branches 61.6% 3.3% 3.6% 3.8% 4.0% 4.8% 5.0% 6.1% 7.6% 9.5% 13.9% 2005 Retail* Market Share $557 $266 Total top 10 $37 $14 Bank of NY 10 $16 $16 Sovereign 9 $16 $16 Commerce 8 $17 $17 Washington Mutual 7 $27 $21 Wachovia 6 $45 $22 HSBC 5 $51 $26 Bank of America 4 $37 $33 North Fork 3 $127 $41 Citigroup 2 $183 $60 Chase 1 2005 Total Deposits ($B) 2005 Retail* Deposits ($B) Bank Retail* Deposit Rank *Excludes estimated corporate and other non-traditional deposits by excluding balances in excess of $500MM deposits for any individual branch. Source: SNL New York MSA Deposit rankings As of June 2005

22 North Fork has an end game local share in North Fork has an end game local share in Manhattan Manhattan *Excludes estimated corporate and other non-traditional deposits by excluding balances in excess of $500MM deposits for any individual branch. Source: SNL Manhattan Deposit rankings As of June 2005 370 11 30 14 18 20 33 43 46 63 92 2005 Total Branches 74.5% 1.7% 2.1% 2.5% 2.6% 3.1% 3.5% 7.5% 8.8% 18.0% 24.8% 2005 Retail* Market Share $335 $69 Total top 10 $2 $2 Apple Bank 10 $2 $2 Washington Mutual 9 $5 $2 Emigrant 8 $2 $2 Commerce 7 $26 $3 Bank of NY 6 $10 $3 Bank of America 5 $8 $7 North Fork 4 $31 $8 HSBC 3 $103 $17 Citigroup 2 $146 $23 Chase 1 2005 Total Deposits ($B) 2005 Retail* Deposits ($B) Bank Retail* Deposit Rank

23 North Fork has doubled its share in NY over the last North Fork has doubled its share in NY over the last 5 years 5 years $11.2 $12.9 $15.1 $17.0 $1.0 $1.2 $4.4 $16.2 $0 $5 $10 $15 $20 $25 $30 $35 2000 2001 2002 2003 2004 2005 North Fork Retail* Deposits New York retail* New York retail* market share market share 2.7% 3.6% 7.7% 2.9% 3.4% 4.7% $8.9 $9.7 $14.1 $19.4 $33.2 $12.1 *Excludes estimated corporate and other non-traditional deposits by excluding balances in excess of $500MM deposits for any individual branch; Counts in-store branches as ¼ of a traditional branch (estimated relative operating cost and capital required). Note: Data as of June of each year Source: SNL. Acquired deposits Organic growth (CAGR = 13.8%) $B

24 North Fork delivers industry leading same store North Fork delivers industry leading same store deposit growth deposit growth 10% 6% 15% 25% 7% 7% 20% 25% 0% 5% 10% 15% 20% 25% 30% Pre-1970 1970-1980 1980-1990 1990-2000 2000-2005 Retail* Deposit CAGR By 10-Year Tranche Commerce North Fork Branch Open Date *Excludes estimated corporate and other non-traditional deposits by excluding balances in excess of $500MM deposits for any individual branch. Note: Includes only branches owned by North Fork and Commerce as of June 2000 Source: SNL # of Branches: 79 21 16 16 2 9 24 85 NYC MSA Competitor Average

25 $985 $954 $975 $1,028 $952 $1,187 $1,529 $1,968 $0 $500 $1,000 $1,500 $2,000 1998 1999 2000 2001 2002 2003 2004 2005 North Fork has extended its same store North Fork has extended its same store growth performance to acquired branches growth performance to acquired branches Commercial Bank of NY Total Deposits* Source: FDIC, SNL Deposits per branch ($MM) $68 $73 $73 $91 $118 $151 Acquired by North Fork in Nov 2001 $70 $70 $MM 2001 – 2005 CAGR = 17.6% *Data as of June of each year

26 $0 $25 $50 $75 $100 $125 $150 $175 Year 0 Year 1 Year 2 Year 3 Year 4 De novo Branch Deposits (by Year of Opening) 2000 North Fork Manhattan (n=1) 2001 North Fork Manhattan (n=4) 2003 North Fork Manhattan (n=6) 2004 North Fork non-Manhattan (n=9) 2002 North Fork Manhattan (n=2) Active brick and mortar branches only.  As of 6/30/2005 Source:  SNL. North Fork’s de novo performance is strong North Fork’s de novo performance is strong $MM National Median 2000-2005 2003 North Fork non-Manhattan (n=3) 2002 North Fork non-Manhattan (n=4)

27 Our leading position in Louisiana is a cornerstone Our leading position in Louisiana is a cornerstone of our banking strategy of our banking strategy Source: SNL data 06/05 10 9 8 7 6 5 4 3 2 1 2.2% Omni 2.6% AmSouth 2.5% Gulf Coast 2.5% Firstrust 1.9% 3.0% 7.0% 16.0% 16.8% 28.5% Parish National Fidelity Regions Whitney JP Morgan Chase Capital One New Orleans 10 9 8 7 6 5 4 3 2 1 1.1% Fidelity Homestead 3.1% AmSouth 2.7% Hancock 1.1% Firstrust 1.0% 3.6% 7.6% 8.4% 16.5% 21.1% Bancorp South Iberia Regions Whitney JP Morgan Chase Capital One Total Deposit Share Company Rank Company Rank Total Deposit Share Louisiana

28 Texas de novo is one of our most attractive Texas de novo is one of our most attractive growth opportunities growth opportunities $5.4M $6.3M $7.2M $8.1M $9.9M $16.0M $19.6M $18.1M 9 Capital One (new model) 2 $8.8M 7 Wachovia 7 $12.8M 6 3 $10.5M 11 JP Morgan Chase 6 $12.0M 24 Washington Mutual 5 $8.5M 16 Citibank 8 15 1 $26.5M Bank of America 2001-2003 De Novos Open 12+ Months Avg. First       12 Month Deposits per Branch Dallas & Houston De novo Performance Dallas & Houston De novo Performance Includes banks open between July 2001 to June 2003.  Hibernia branches open between Dec 2003 and September 2004 Source: SNL as of 6/30/2005 Avg. First       18 Month Deposits per Branch $9.8M $13.2M 13 Wells Fargo & Co. 4 Compass Bancshares

29 With North Fork, Capital One has multiple ways to With North Fork, Capital One has multiple ways to win in deposits win in deposits Strong market Strong market positions positions Ability to drive Ability to drive growth in growth in mature mature networks networks Winning de Winning de novo models novo models Leading Leading branchless branchless player player • # 1 in Louisiana • # 3 in New York MSA • # 12 in Texas • Proven same- store growth (North Fork) • Proven ability to drive growth in acquired franchises   (North Fork) • Two successful branch models • Hibernia • North Fork • Top 3 branchless deposit player* * Excludes sweep accounts Note: Texas and Louisiana ranks are based on state retail deposit rank. NYC rank based on New York MSA retail deposit rank. All as of 6/30/05. Source: SNL

30 Local Scale Deposit Position in                New York MSA North Fork National Scale Mortgage & Home Equity Origination Platform • #7 Alt-A Mortgage originator • #13 home equity originator Local Scale Small Business / Middle Market Commercial Banking • #3 Retail deposit position in NY MSA • #4 Retail deposit position in Manhattan • Leading NY middle market commercial banking platform • #3 Small business lender (<$1 MM) in NY MSA • Assets: $57.6B • Deposits: $37B • ROA: 1.59% • ROTE: 31% • 2005 NIAT: $949MM • Market Cap: $12B Capital One has secured a premier business model with end game positioning Source: SNL, Company filings as of 12/31/2005

31 20-25% 15-20% 15-25% 40-50% 12-20% 12-15% 10-12% 25-30% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% Consumer Deposits Small Business Banking (Deposits & lending) Card Home Equity Auto Mortgage CRE Middle Market Lending Average ROE (2003 - 2005) Source: Mercer Oliver Wyman study of medium-sized bank performance, 2003 & 2005; Capital One Analysis Small Business Banking includes Lending and Deposits Next to consumer deposits, small business banking Next to consumer deposits, small business banking is the most profitable sector in banking is the most profitable sector in banking

32 Small business and middle market commercial Small business and middle market commercial banking is a key part of North Fork’s model banking is a key part of North Fork’s model $2.9 $4.3 $5.2 $7.1 $9.9 $0 $2 $4 $6 $8 $10 $12 2001 2002 2003 Q3 2004* 2005 North Fork Small Business + Commercial Deposits Source: Company filings Notes: * Estimate based on 3Q 2004 reported commercial demand deposits of $3.8B; **Excludes Multi Family ($4.8 B in 2005) and Construction & Land ($829 MM in 2005) $3.3 $4.0 $5.0 $8.4 $10.9 $0 $2 $4 $6 $8 $10 $12 2001 2002 2003 2004 2005 North Fork Small Business + Commercial Loans** C+I CRE CAGR CAGR 36% 37% 33% % of Total: 33% 27% 26% 25% 34% % of Total: 31% 28% 40% 35% 33% $B $B

33 Combining national and local scale small business Combining national and local scale small business platforms unlocks substantial value platforms unlocks substantial value COF National Scale Small COF National Scale Small Business Platforms Business Platforms • National scale lending platforms for smaller loans – Small Business Cards           (#2 Issuer) – SBA Loans (#3 Originator) – Small Business Installment Loans and Lines • 250K COF Small Business customers in NYC • National Brand and marketing expertise North Fork Local Scale Small North Fork Local Scale Small Business Platform Business Platform • Deposit led, relationship oriented model • North Fork Small Business/Middle Market customer base

34 The opportunity to expand North Fork’s consumer The opportunity to expand North Fork’s consumer business is significant business is significant 6% 25% 27% 35% 0% 5% 10% 15% 20% 25% 30% 35% 40% North Fork Hibernia Peer Group Top 10 Banks 2005 % Consumer Loans 2005 % Consumer Loans (Excludes First Mortgages) (Excludes First Mortgages) Source: Company reports and FDIC call reports; as of 12/31/2005

35 Total Brand Awareness (%)* The Capital One brand is among the most powerful in Financial Services * Source: Millward Brown Financial Services Brand Health Wave.  January, 2006 98 97 64 50 95 81 73 97 95 Question: “When you think about companies or banks that offer financial services products such as checking accounts, various types of savings accounts, credit cards and loans, which ones come to mind?”

36 Local Scale Deposit Position in                New York MSA North Fork National Scale Mortgage & Home Equity Origination Platform • #7 Alt-A Mortgage originator • #13 home equity originator Local Scale Small Business / Middle Market Commercial Banking • #3 Retail deposit position in NY MSA • #4 Retail deposit position in Manhattan • Leading NY middle market commercial banking platform • #3 Small business lender (<$1 MM) in NY MSA • Assets: $57.6B • Deposits: $37B • ROA: 1.59% • ROTE: 31% • 2005 NIAT: $949MM • Market Cap: $12B Capital One has secured a premier business model with end game positioning Source: SNL, Company filings as of 12/31/2005

37 Alt-A is an attractive segment of the mortgage Alt-A is an attractive segment of the mortgage industry industry $45 $60 $80 $191 $330 $0 $50 $100 $150 $200 $250 $300 $350 $400 2001 2002 2003 2004 2005* Alt-A Industry Originations 1 0% 5% 10% 15% 20% 25% 30% 35% Conforming Alt-A Subprime Estimated ROE by Product 2 1 - Source:  Inside Mortgage Finance 2 - Source:  Mercer Oliver Wyman * - Based on three quarters annualized estimate 12-18% 18-25% 20-30% Charge-offs (bps) 1-2 15-25 50-300 $B

38 North Fork has a leading national scale Alt-A North Fork has a leading national scale Alt-A mortgage originations platform mortgage originations platform 1. Countrywide 2. IndyMac 3. Aurora (Lehman) 4. GMAC 5. Wells Fargo 6. Impac 7. North Fork 8. WMC (GE) 9. First Horizon 10. SunTrust Source:  Inside Mortgage Finance Origination ($B) Top 10 Alt-A Originators (2005) 19.1% 13.5% 12.1% 10.5% 9.1% 6.7% 5.6% 5.4% 3.1% 2.6% Share (%) $63.0 $44.5 $39.9 $34.5 $30.0 $22.0 $18.4 $17.1 $10.3 $ 8.7 North Fork currently sells the vast majority of its Alt A production

39 1. Bank of America $67.8 2. Chase Home Finance $54.0 3. CitiMortgage $45.7 4. Wells Fargo $45.4 5. Countrywide $42.7 6. Washington Mutual $39.7 7. National City $21.7 8. GMAC $13.9 9. Wachovia $10.5* 10. HSBC $  9.1 11. COF/North Fork $  7.7 $0 $1 $2 $3 $4 $5 $6 $7 $8 $9 2004 2005 Pro forma Access to North Fork’s mortgage platform and channels will accelerate our Home Equity growth COF Home Equity Originations Capital One $0.8 $B $7.7 Capital One North Fork $2.2 $5.5 Home Equity Originations ($B) FY 2005 Source Company filings, Home Equity Weekly.  *Wachovia only reported partial year data. Note: Some lenders do not provide second lien production volumes

40 The integration of Hibernia and North Fork will be a The integration of Hibernia and North Fork will be a key priority key priority Hibernia integration is on track Experienced senior integration team • On track to exceed $135M in ‘07 synergies • Systems integration underway and will be completed Q1 ‘07 (Accounting and treasury completed) • Originating COF products in branches – Card March 1, 2006 – Auto March 15, 2006 • Brand change underway and on schedule Limited geographic overlap • Reduces execution risk • Limited impact on customer facing operations • John Kanas • Herb Boydstun • Miles Reidy 16 bank acquisition integrations

41 • Experienced diligence team – Senior COF executives including Hibernia leadership and integration team – COF representatives from all functional areas – Outside experts engaged (commercial, mortgage, compliance, legal and retail banking strategy) • Full scope diligence effort – Extensive external research and analysis – Discussions with North Fork senior management – On-site final diligence, including data review and key management interviews • 86 branches mystery shopped (~25% of network) – All major submarkets – Acquired branches (29 Greenpoint, 7 Commercial Bank of NY, 11 Trust Company of NJ) – De novo branches (19 branches) • Discussions with COF senior management • External research and analyses • Visited COF/Hibernia facilities in Texas and Louisiana • On-site diligence, including document review Capital One Capital One North Fork North Fork Capital One and North Fork both conducted due Capital One and North Fork both conducted due diligence diligence

42 We will be a Top 10 player in deposits We will be a Top 10 player in deposits Source: SNL * Includes Capital One, Hibernia and North Fork pro forma Domestic Deposits as of 9/30/05. 1 Bank of America Corporation 566.8 2 JPMorgan Chase & Co. 401.4 3 Wachovia Corporation 305.1 4 Wells Fargo & Company 275.6 5 Citigroup, Inc. 200.4 6 Washington Mutual, Inc. 193.3 7 U.S. Bancorp 115.2 8 SunTrust Banks, Inc. 107.3 9 Citizens 97.9 Q3 2005 U.S. Deposits ($B) 10 Capital One / North Fork (Pro Forma)* 78.6

43 We will be among the 10 largest lenders We will be among the 10 largest lenders Source: SNL Note: Universe includes Top-22 Domestic Depository institutions and North Fork. Does not include ABN Amro and Golden West (subsidiary of World Savings). *Estimate based upon FY2004 and FY2005 reported loan balances. 1 Bank of America Corporation 665.1 2 JPMorgan Chase & Co. 329.6 3 Wachovia Corporation 305.1 4 Wells Fargo & Company 632.7 5 Citigroup, Inc. 916.1 6 Washington Mutual, Inc. 261.5 7 U.S. Bancorp 138.1 8 SunTrust Banks, Inc. 187.5 9 HSBC 222.2 Q3 2005 Managed Loans 10 Capital One/ North Fork (Pro Forma) 138.4

44 We have secured a broad portfolio of growth We have secured a broad portfolio of growth platforms in attractive markets with end game platforms in attractive markets with end game positioning positioning Local Banking Local Banking Customer Access Customer Access National Lending National Lending Note: Texas and Louisiana ranks are based on state retail deposit rank. NYC rank based on New York MSA retail deposit rank.  As of 6/30/05.  US Card ranking based on $ outstandings, Auto on volume originations, Mortgage and Home Equity on $ originations, Small Business on card volumes, SBA on $ originations, and UK card on volume and survey results. Source: SNL, company reports • # 4 US Card issuer • # 2 Non-captive Auto originator • # 7 Alt-A Mortgage originator • # 11 Home Equity originator • # 2 Small Business card issuer • # 3 SBA loan originator • # 7 UK card issuer • • #1 Louisiana bank • #3 NYC MSA bank • #12 Texas bank • Two successful de novo models • Winning small business and middle market banking model (North Fork) • Winning consumer and small business growth model (Hibernia) • Over 50 M accounts – 3 million COF accounts in NYC MSA • Leading Brand • Every channel

45 Transaction Summary and Strategic Rationale Financial Overview * * * * * * * * * * *

47 Financial Assumptions I/B/E/S median EPS estimates for 2006 – 2007; and I/B/E/S long-term growth rates for 2008 $275MM pre-tax benefit (phased in 50% in 2007 and 100% in 2008) comprised of cost savings, balance sheet benefits, and near-term revenue opportunities $1.5B in second half 2007 and additional $1.5B in first half 2008 $14B at 10 bps average pretax opportunity cost Core deposit intangibles equal to 2.5% of NFB’s core deposits, amortized over 10 years, utilizing sum-of-the-years digits method $580MM Earnings Synergies Share repurchases Balance sheet downsizing Identifiable intangibles Restructuring charge and transaction costs Financing - At close - 2007 Dividends $1.0B financed through parent cash (opportunity cost of 4.5%) 1.0B Tier I hybrid (cost of 7.0%) 0.5B subordinated debt (cost of 6.3%)  2.7B senior debt (cost of 5.7%) $5.2B Total $0.5B Tier I hybrid for partial financing of share repurchase COF current dividend level and policy maintained, subject to COF board review

48 Pro Forma Earnings Impact to 2007 and 2008 Pro Forma Earnings Impact to 2007 and 2008 ($ in millions) 2007 2008 COF GAAP earnings (1) $2,720 $3,122 NFB GAAP earnings (1) 920 1,007 After Tax Impacts Estimated synergies $89 $179 Financing costs (2) (206) (276) Expensed Restructuring Charges (59) (59) Incremental CDI amortization (4) (89) (82) Pro forma GAAP earnings $3,355 $3,869 Pro forma operating earnings (5) 3,414 3,928 Pro forma cash operating earnings (6) 3,563 4,062 (1) (2) (3) (4) (5) (6) Pro forma GAAP earnings plus expensed restructuring charges. Pro forma operating earnings plus after-tax CDI amortization. Includes expense related to capital market financings and use of balance sheet cash for the transaction and subsequent share repurchases. Based on I/B/E/S median earnings estimates as of 3/10/06 for 2007 and I/B/E/S long term growth rate of 9.5% for NFB and 13.3% for COF for 2008. Opportunity cost of restructuring charges, transaction costs, and foregone margin on balance sheet downsizing. Includes incremental CDI amortization related to CDI created in the transaction. Other Costs (3) (20) (22)

49 The transaction is expected to be accretive on an The transaction is expected to be accretive on an operating basis in 2008 operating basis in 2008 ($ in millions) 2007 2008 Pro Forma GAAP Earnings $3,355 $3,869 Pro Forma Operating Earnings 3,414 3,928 Pro Forma Cash Operating Earnings 3,563 4,062 Standalone GAAP EPS $8.62 $9.77 Pro Forma GAAP EPS 8.06 9.66 Accretion/(Dilution) (6.5%) (1.1%) Standalone Operating EPS $8.62 $9.77 Pro Forma Operating EPS 8.20 9.81 Accretion/(Dilution) (4.9%) 0.4% Standalone Cash Operating EPS $8.76 $9.89 Pro Forma Cash Operating EPS 8.56 10.14 Accretion/(Dilution) (2.3%) 2.6%

50 Estimated 2008 Pretax Synergies Estimated 2008 Pretax Synergies • Identified, near-term synergies • • Assumes 50% achieved in 2007 and 100% achieved in 2008 Assumes 50% achieved in 2007 and 100% achieved in 2008 ($ in millions) Pretax 2008 Synergy Expense $ 110¹ Balance sheet benefits 35 Revenue opportunities 130 Total $275 1 – Net of $30M of estimated expense increase for technology, operations, and infrastructure

51 Estimated merger related costs Estimated merger related costs ($ in millions) Change-in-Control Other HR Operations / IT $350 60 $530 50 $580 Pre-tax impact Other (including brand) 40 Total Restructuring Costs Transaction Costs Total Merger Related Costs 80

52 7.7% 6.1% 6.9% 5.4% 0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 10% COF Standalone 12/31/2005 12/31/2006 12/31/2007 12/31/2008 COF remains well capitalized with strong capital COF remains well capitalized with strong capital generation over time generation over time Adjusted TCR : 5.7% 6.5% 7.3% Notes: Capital ratios include estimated impact of share repurchases in 2007 and 2008. Adjusted TCR includes $1.0B in hybrid capital in 2006 and an incremental $0.5B hybrid capital in 2007, receiving 50% equity treatment. Pro Forma Tangible Common Equity/Tangible Managed Assets Estimated Transaction Close

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