X0202 4 2005-11-16 0 0000047288 HIBERNIA CORP HIB 0001226711 BONITATIBUS PAUL J PRESIDENT, CONSUMER & BUS BNKG HIBERNIA NATIONAL BANK, P. O. BOX 61540 NEW ORLEANS LA 70161 0 1 0 0 Pres, Consumer & Bus Banking Common Stock 2005-11-16 4 D 0 25481 0 D 0 D Common Stock 2005-11-16 4 D 0 3561.35 0 D 0 I by ESOP Common Stock 2005-11-16 4 J 0 9.701 0 A 1463.8219 I by Ret Security Plan Common Stock 2005-11-16 4 D 0 1463.8219 0 D 0 I by Ret Security Plan Non-Qualified Stock Option (right to buy) 17.955 2005-11-16 4 D 0 50000 0 D 2012-01-28 Common Stock 50000 0 D Non-Qualified Stock Option (right to buy) 18.2813 2005-11-16 4 D 0 12500 0 D 2008-01-27 Common Stock 12500 0 D Non-Qualified Stock Option (right to buy) 18.525 2005-11-16 4 D 0 45000 0 D 2013-01-27 Common Stock 45000 0 D Non-Qualified Stock Option (right to buy) 23.23 2005-11-16 4 D 0 45000 0 D 2014-01-26 Common Stock 45000 0 D Non-Qualified Stock Option (right to buy) 26.35 2005-11-16 4 D 0 45000 0 D 2015-01-24 Common Stock 45000 0 D Phantom Stock 2005-11-16 4 D 0 1125.0678 0 D Common Stock 1125.0678 0 D Pursuant to the Agreement and Plan of Merger, dated as of March 6, 2005, as amended by Amendment No. 1, dated as of September 6, 2005 (the "Merger Agreement"), between Capital One Financial Corporation ("Capital One") and Hibernia Corporation ("Hibernia"), at the effective time of the merger contemplated therein, each outstanding share of Hibernia's common stock was converted into the right to receive either .3792 of a share of Capital One common stock or $30.46 in cash, at each stockholder's election and subject to proration as described in the Merger Agreement. As a result of the proration calculations that have not yet been completed as of the date of this filing, it is not possible to determine the exact amount of merger consideration to be received by the reporting person for each share of Hibernia common stock disposed of in the merger. Capital One will issue a press release announcing the final merger consideration when it is determined. Represents number of shares beneficially owned as of December 31, 2004, based on information from the plan record keeper. Exempt acquisition under tax conditioned plan. Represents number of shares beneficially owned as of November 16, 2005, based on information from the plan record keeper. Fully exercisable. Pursuant to the Merger Agreement, at the effective time of the merger contemplated therein, each outstanding option to purchase Hibernia common stock was converted to an option to purchase Capital One common stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of Hibernia options by .3792 and the exercise price was adjusted by dividing the Hibernia exercise price by .3792. 1 for 1 The units (which were allocated under a nonqualified deferred compensation plan) are to be settled in cash pursuant to the reporting person's payment election. Units are generally payable after termination of employment in the form of a single sum payment or installments over a period of not more than 20 years. Pursuant to the Merger Agreement, at the effective time of the merger contemplated therein, each phantom share unit was converted into a book entry account of a number of shares of Capital One common stock equal to the number of shares of Hibernia common stock credited to such book entry account immediately prior to the effective time multiplied by .3792. By: /s/ Cathy E. Chessin For: Paul J. Bonitatibus 2005-11-17