Acquisition of Chevy Chase Bank

Acquisition of Chevy Chase Bank

December

4,

2008

Exhibit 99.2

2

Forward looking statements

Please

note

that

the

following

materials

containing

information

regarding

Capital

One’s

financial

performance

speak

only

as

of

the

particular

date

or

dates

indicated

in

these

materials.

Capital

One

does

not

undertake

any

obligation

to

update

or

revise

any

of

the

information

contained

herein

whether

as

a

result

of

new

information,

future

events

or

otherwise.

Certain

statements

in

this

presentation

and

other

oral

and

written

statements

made

by

Capital

One

from

time

to

time

are

forward-

looking

statements,

including

those

that

discuss,

among

other

things,

strategies,

goals,

outlook

or

other

non-historical

matters;

projections,

revenues,

income,

returns,

earnings

per

share

or

other

financial

measures

for

Capital

One;

future

financial

and

operating

results;

and

Capital

One’s

plans,

objectives,

expectations

and

intentions;

and

the

assumptions

that

underlie

these

matters.

To

the

extent

that

any

such

information

is

forward-looking,

it

is

intended

to

fit

within

the

safe

harbor

for

forward-looking

information

provided

by

the

Private

Securities

Litigation

Reform

Act

of

1995.

Numerous

factors

could

cause

our

actual

results

to

differ

materially

from

those

described

in

such

forward-looking

statements,

including,

among

other

things:

general

economic

and

business

conditions

in

the

U.S.,

the

UK,

or

Capital

One’s

local

markets,

including

conditions

affecting

consumer

income

and

confidence,

spending

and

repayments,

changes

in

the

credit

environment,

including

an

increase

or

decrease

in

credit

losses

or

changes

in

the

interest

rate

environment;

competition

from

providers

of

products

and

services

that

compete

with

Capital

One’s

businesses;

financial,

legal,

regulatory,

tax

or

accounting

changes

or

actions,

including

actions

with

respect

to

litigation

matters

involving

Capital

One;

increases

or

decreases

in

our

aggregate

accounts

or

consumer

loan

balances

or

the

growth

rate

or

composition

thereof;

the

amount

and

rate

of

deposit

growth;

changes

in

the

reputation

of

or

expectations

regarding

the

financial

services

industry

and/or

Capital

One

with

respect

to

practices,

products

or

financial

condition;

the

risk

that

synergies

from

Capital

One’s

acquisitions

may

not

be

fully

realized

or

may

take

longer

to

realize

than

expected;

disruptions

from

Capital

One’s

acquisitions

negatively

impacting

Capital

One’s

ability

to

maintain

relationships

with

customers,

employees

or

suppliers;

the

risk

that

the

benefits

of

Capital

One’s

cost

savings

initiatives

may

not

be

fully

realized;

Capital

One’s

ability

to

access

the

capital

markets

at

attractive

rates

and

terms

to

fund

its

operations

and

future

growth;

losses

associated

with

new

or

changed

products

or

services;

Capital

One’s

ability

to

execute

on

its

strategic

and

operational

plans;

any

significant

disruption

in

Capital

One’s

operations

or

technology

platform;

Capital

One’s

ability

to

effectively

control

costs;

the

success

of

Capital

One’s

marketing

efforts

in

attracting

and

retaining

customers;

Capital

One’s

ability

to

recruit

and

retain

experienced

management

personnel;

changes

in

the

labor

and

employment

market;

and

other

factors

listed

from

time

to

time

in

reports

that

Capital

One

files

with

the

Securities

and

Exchange

Commission

(the

“SEC”),

including,

but

not

limited

to,

factors

set

forth

under

the

caption

“Risk

Factors”

in

its

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2007,

its

Quarterly

Report

on

Form

10-Q

for

the

quarters

ended

March

31,

2008,

June

30,

2008

and

September

30,

2008,

and

its

current

report

on

form

8-K

filed

September

24,

2008.

You

should

carefully

consider

the

factors

discussed

above

in

evaluating

these

forward-looking

statements.

All

information

in

these

slides

is

based

on

the

consolidated

results

of

Capital

One

Financial

Corporation,

unless

otherwise

noted.

A

reconciliation

of

any

non-GAAP

financial

measures

included

in

this

presentation

can

be

found

in

Capital

One’s

most

recent

Form

10-K

concerning

annual

financial

results,

available

on

Capital

One’s

website

at

www.capitalone.com

in

Investor

Relations

under

“About

Capital

One.”

3

Chevy Chase is a strategically and financially

attractive acquisition

•

A leading local banking franchise in one of the best markets*

–

$11.6 billion in deposits

–

#1 branch share, #1 ATM share, #5 deposit share

–

Attractive market

•

9 

largest

MSA

by

population,

with

above

average

population

growth

•

Highest per capita income among the Top 20 MSAs

•

Lowest unemployment rate among the Top 20 MSAs

•

Enhances our local banking business

–

Further improves our core deposit funding base

–

Expands our portfolio of attractive local banking franchises

–

Adds additional scale in our bank operations

–

Brings outstanding customer and technology platforms

•

Financially attractive and low-risk transaction

–

Estimated 13%+ IRR

–

Accretive in 2009 to operating EPS (excluding restructuring charges) and on a GAAP

EPS basis in 2010

–

Credit risks mitigated by a $1.75 billion net mark

–

Balance sheet and liquidity remain strong post-acquisition

–

Proximity to Capital One operations and management reduces integration risk and

enables synergies

–

Small acquisition relative to the size of Capital One

*Company data and SNL

th

4

TCE of 5.4% and Tier 1 of approximately 12.9%

Pro-forma Capital Ratios

As of 9/30/08

Q1 2009

Expected Close

$445MM cash; $75MM COF stock

Consideration Mix

$520 Million

Transaction Value*

Transaction Summary

Transaction Summary

*To the extent that losses on certain of Chevy Chase’s Option ARM loans are less than the level reflected in the net credit mark, Capital One will share

a portion of

this benefit with CCB shareholders.  Any sharing will occur after 12/31/13.

Approvals

No shareholder approvals required

Customary regulatory approvals

5

Chevy Chase has a strong presence in the

Chevy Chase has a strong presence in the

Washington, DC MSA

Washington, DC MSA

•

$15.5B in assets

•

$11.6B in deposits (#5 in DC MSA)

•

244 branches (#1 in DC MSA)

•

Over 1,000 ATMs (#1 in DC MSA)

•

Customer service and convenience oriented

business and brand

•

Strong local affiliations/partnerships

–

Exclusive ATM provider for the Washington

area metro system

–

ATMs at the Verizon Center

–

Field naming rights for University of Maryland

football stadium

–

Support over 70 local non-profit organizations

Source: SNL, Company Reports

6

0

5

10

15

20

25

New

York

Los

Angeles

Chicago

Dallas

Phila-

delphia

Houston

Miami

Atlanta

Wash.

DC

Detroit

0%

6%

12%

18%

24%

30%

New

York

Los

Angeles

Chicago

Dallas

Phila-

delphia

Houston

Miami

Atlanta

Wash.

DC

Detroit

The metro Washington, DC MSA is among the

most attractive local banking markets in the U.S.

$0

$30

$60

$90

New

York

Los

Angeles

Chicago

Dallas

Phila-

delphia

Houston

Miami

Atlanta

Wash.

DC

Detroit

Median Household Income

2008

$000

*Preliminary number for Wash. DC

Note: Green bars indicate existing Capital One Bank footprint

Sources: SNL, US Dept of Labor

Population Growth

2000-2008

Top 10 MSAs

by Population

2008

M

0%

1%

2%

3%

4%

5%

6%

7%

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

(Oct)*

Unemployment Rate

1997-2008

National Avg.

Wash. DC

National Avg.

National Avg.

7

1.

JPM Chase  

2.

Citi

3.

Capital One

4.

Wells Fargo

5.

TD

6.

B of A

7.

HSBC

8.

Hudson City

9.

Sovereign

10.

Astoria

1.

B of A

2.

Wells Fargo

3.

BB&T

4.

SunTrust

5.

COF/Chevy Chase

6.

PNC

7.

Citi

8.

United Bkshrs

9.

VA Commerce

10.

M&T

Notes:

Deposit

data

exclude

non-retail

branches;

excludes

estimated

corporate

and

other

non-traditional

deposits

by

excluding

balances

in

excess

of

$1B

deposits

for

any

individual

branch;

all

data

as

of

June

2008

and

adjusted

pro

forma

for

large

acquisitions

since

that

time

Source: SNL

With Chevy Chase we have several market

With Chevy Chase we have several market

leadership positions

leadership positions

$3.6

14.2%

$2.5

9.9%

1.

Capital One

2.

JPM Chase

3.

Whitney

4.

Regions

5.

Gulf Coast

6.

Fidelity

7.

Omni

8.

First NBC

9.

First Trust

10.

IBERIA

$15.4

3.1%

$13.3

2.7%

$97.3

19.7%

$55.9

11.3%

$33.7

6.8%

$30.9

6.3%

$30.1

6.1%

$26.2

5.3%

$14.6

3.0%

$7.6

29.5%

$4.5

17.6%

$0.7

2.7%

$0.7

2.7%

$0.5

2.1%

$0.5

2.1%

$0.5

2.0%

$0.5

1.9%

$30.0

6.1%

New York MSA

New York MSA

New Orleans MSA

New Orleans MSA

Local Deposit Market Share

Deposits

($B)

%

Share

Deposits

($B)

%

Share

$11.8

12.1%

$6.8

7.0%

$2.1

2.2%

$13.2

13.5%

$13.1

13.5%

$11.8

12.2%

$11.0

11.3%

$4.2

4.4%

$2.2

2.3%

$2.0

2.0%

Washington, DC MSA

Washington, DC MSA

Deposits

($B)

%

Share

8

We have taken a net credit mark of $1.75 billion

Loan Category

Balance

($MM)

Gross credit

mark ($MM)

Gross credit

mark (%)

Allocated

ALLL ($MM)

net credit

mark ($MM)

Option ARM

4,150

1,350

33%

163

1,187

Other mortgage

4,007

240

6%

27

213

Home Equity

1,458

87

6%

17

70

C&I

760

40

5%

3

37

CRE

688

50

7%

2

48

SFR Construction

360

180

50%

10

170

Auto/other consumer

290

4

1%

4

0

Other (R&W, REO)

n/a

24

n/a

-

24

TOTALS

11,713

1,976

17%

226

1,750

The Option ARM mark is equivalent to

a 75% default rate with 45% severity

As of September 30, 2008

9

The Chevy Chase acquisition is financially attractive

Cost Savings

EPS Impact

•

Accretive in 2009 to operating EPS (excluding restructuring charges)

and on a GAAP EPS basis in 2010

IRR

Merger Costs

•

Estimated 13%+ IRR

•

Restructuring

and

transaction

costs

of

$225

million,

expensed

in

2009

and

2010

•

$125 million annually

•

Run-rate fully achieved by mid -2010

Acquisition of Chevy Chase Bank

Acquisition of Chevy Chase Bank

December 4, 2008