Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between HIBERNIA CORPORATION and CAPITAL ONE FINANCIAL CORPORATION DATED AS OF MARCH 6, 2005 AGREEMENT AND PLAN OF MERGER by and between HIBERNIA CORPORATION and CAPITAL ONE FINANCIAL CORPORATION DATED AS OF MARCH 6, 2005

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and between

HIBERNIA CORPORATION

and

CAPITAL ONE FINANCIAL CORPORATION

DATED AS OF MARCH 6, 2005

TABLE OF CONTENTS

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Exhibit A – Form of Affiliate Letter

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INDEX OF DEFINED TERMS

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AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER, dated as of March 6, 2005 (this “ Agreement ”), by and between HIBERNIA CORPORATION, a Louisiana corporation (“ Hibernia ”), and CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (“ Capital One ”).

W I T N E S S E T H:

     WHEREAS, the Boards of Directors of Hibernia and Capital One have determined that it is in the best interests of their respective companies and their stockholders to consummate the strategic business combination transaction provided for in this Agreement in which Hibernia will, on the terms and subject to the conditions set forth in this Agreement, merge with and into Capital One (the “ Merger ”), so that Capital One is the surviving corporation in the Merger (sometimes referred to in such capacity as the “ Surviving Corporation ”); and

     WHEREAS, for federal income Tax purposes, it is intended that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and this Agreement is intended to be and is adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code; and

     WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

THE MERGER

     1.1 The Merger . (a) Subject to the terms and conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “ DGCL ”) and the Louisiana Business Corporation Law (the “ LBCL ”), at the Effective Time, Hibernia shall merge with and into Capital One. Capital One shall be the Surviving Corporation in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. As of the Effective Time, the separate corporate existence of Hibernia shall cease.

     (b)   Capital One may at any time change the method of effecting the combination (including by providing for the merger of Hibernia and a wholly owned subsidiary of Capital One) if and to the extent requested by Capital One and consented to by Hibernia (such consent not to be unreasonably withheld); provided , however , that no such change shall (i) alter or change the amount or kind of the Merger Consideration provided for in this Agreement, (ii)

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adversely affect the Tax treatment of the Merger with respect to Hibernia’s stockholders or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement.

     1.2 Effective Time . The Merger shall become effective as set forth in the certificates of merger (the “ Certificates of Merger ”) that shall be filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Louisiana on the Closing Date. The term “ Effective Time ” shall be the date and time when the Merger becomes effective as set forth in the Certificates of Merger.

     1.3 Effects of the Merger . At and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL and in Section 12:115 of the LBCL.

     1.4 Conversion of Hibernia Common Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Capital One, Hibernia or the holder of any of the following securities:

     (a)   Each share of common stock, par value $0.01 per share, of Capital One (together with the preferred share purchase rights (“ Capital One Stockholder Rights ”) attached thereto issued pursuant to that certain Rights Agreement, dated as of November 16, 1995, as amended (the “ Capital One Rights Agreement ”), between Capital One and EquiServe Trust Company, N.A., as Rights Agent, the “ Capital One Common Stock ”) issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.

     (b)   All shares of class A common stock, without par value, of Hibernia issued and outstanding immediately prior to the Effective Time (the “ Hibernia Common Stock ”) that are owned by Hibernia or Capital One (other than shares of Hibernia Common Stock held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “ Trust Account Common Shares ”) and other than shares of Hibernia Common Stock held, directly or indirectly, by Hibernia or Capital One in respect of a debt previously contracted (any such shares, “ DPC Common Shares ”)) shall be cancelled and shall cease to exist and no stock of Capital One or other consideration shall be delivered in exchange therefor.

     (c)   Subject to Sections 1.4(e) and 1.5, each share of the Hibernia Common Stock, except for shares of Hibernia Common Stock owned by Hibernia or Capital One (other than Trust Account Common Shares and DPC Common Shares), shall be converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.1, into the right to receive the following, without interest:

     (i) for each share of Hibernia Common Stock with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Article II (a “ Cash Election ”), the right to receive in cash from Capital One an amount (the “ Cash Consideration ”) equal to the Per Share Amount (collectively, the “ Cash Election Shares ”);

     (ii) for each share of Hibernia Common Stock with respect to which an election to receive Capital One Common Stock has been effectively made and not

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revoked or lost pursuant to Article II (a “ Stock Election ”), the right to receive from Capital One the fraction of a share of Capital One Common Stock (the “ Stock Consideration ”) as is equal to the Exchange Ratio (collectively, the “ Stock Election Shares ”); and

     (iii) for each share of Hibernia Common Stock other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost pursuant to Article II (collectively, the “ Non-Election Shares ”), the right to receive from Capital One such Stock Consideration and/or Cash Consideration as is determined in accordance with Section 1.5(b).

“ Exchange Ratio ” shall mean the quotient, rounded to the nearest one ten-thousandth, of (A) the Per Share Amount divided by (B) the Capital One Closing Price.

“ Per Share Amount ” shall mean the sum, rounded to the nearest whole cent, of (A) $15.35 plus (B) the product, rounded to the nearest one ten thousandth, of 0.2261 (the “ Share Ratio ”) times the Capital One Closing Price.

“ Capital One Closing Price ” shall mean the average, rounded to the nearest one ten thousandth, of the closing sale prices of Capital One Common Stock on the New York Stock Exchange (the “ NYSE ”) as reported by The Wall Street Journal for the five trading days immediately preceding the date of the Effective Time.

“ Cash Component ” shall mean $2,382,141,311.

The Cash Consideration and the Stock Consideration are sometimes referred to herein collectively as the “ Merger Consideration .”

     (d)   All of the shares of Hibernia Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Hibernia Common Stock (each, a “ Certificate ”) shall thereafter represent only the right to receive the Merger Consideration and/or cash in lieu of fractional shares, into which the shares of Hibernia Common Stock represented by such Certificate have been converted pursuant to this Section 1.4 and Section 2.3(f), as well as any dividends to which holders of Hibernia Common Stock become entitled in accordance with Section 2.3(c).

     (e)   If, between the date of this Agreement and the Effective Time, the outstanding shares of Capital One Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the Share Ratio.

     (f)   Notwithstanding any other provision contained in this Agreement, no shares of Hibernia Common Stock that are issued and outstanding as of the Effective Time and that are held by a stockholder who has properly exercised such stockholder’s appraisal rights

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(any such shares being referred to herein as “ Dissenting Shares ”) under the LBCL shall be converted into the right to receive the Merger Consideration as provided in Section 1.4(c) and instead shall be entitled to such rights (but only such rights) as are granted by Section 12:131 of the LBCL (unless and until such stockholder shall have failed to perfect, or shall have effectively withdrawn or lost, such stockholder’s right to dissent from the Merger under the LBCL) and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the LBCL. If any such stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right prior to the Election Deadline, each of such holder’s shares of Hibernia Common Stock shall thereupon be deemed to be Non-Election Shares for all purposes of this Agreement unless such stockholder shall thereafter otherwise make a timely Election under this Agreement. If any holder of Dissenting Shares shall have so failed to perfect or has effectively withdrawn or lost such stockholder’s right to dissent from the Merger after the Election Deadline, each of such holder’s shares of Hibernia Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive the Stock Consideration or the Cash Consideration, or a combination thereof, as determined by Capital One in its sole discretion.

     1.5 Proration .

     (a)   Notwithstanding any other provision contained in this Agreement, the total number of shares of Hibernia Common Stock (including Hibernia Restricted Shares) to be converted into Cash Consideration pursuant to Section 1.4 (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “ Cash Conversion Number ”) shall be equal to the quotient obtained by dividing (x) the Cash Component by (y) the Per Share Amount. All other shares of Hibernia Common Stock shall be converted into Stock Consideration (other than shares of Hibernia Common Stock to be canceled as provided in Section 1.4(b)).

     (b)   Within five business days after the Effective Time, Capital One shall cause the Exchange Agent (as defined below) to effect the allocation among holders of Hibernia Common Stock of rights to receive the Cash Consideration and the Stock Consideration as follows:

     (i) If the aggregate number of shares of Hibernia Common Stock with respect to which Cash Elections shall have been made (which, for this purpose, shall be deemed to include the Dissenting Shares determined as of the Effective Time) (the “ Cash Election Number ”) exceeds the Cash Conversion Number, then all Stock Election Shares and all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and Cash Election Shares of each holder thereof will be converted into the right to receive the Cash Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the Cash Conversion Number and the denominator of which is the Cash Election Number (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Cash Election Shares shall be rounded up or down), with the remaining number of such holder’s

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Cash Election Shares being converted into the right to receive the Stock Consideration; and

     (ii) If the Cash Election Number is less than the Cash Conversion Number (the amount by which the Cash Conversion Number exceeds the Cash Election Number being referred to herein as the “ Shortfall Number ”), then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares and Stock Election Shares shall be treated in the following manner:

     (A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Stock Election Shares shall be converted into the right to receive the Stock Consideration, and the Non-Election Shares of each holder thereof shall convert into the right to receive the Cash Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Non-Election Shares shall be rounded up or down), with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Stock Consideration; or

     (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and Stock Election Shares of each holder thereof shall convert into the right to receive the Cash Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares, and the denominator of which is the total number of Stock Election Shares (with the Exchange Agent to determine, consistent with Section 1.5(a), whether fractions of Stock-Election Shares shall be rounded up or down), with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Stock Consideration.

     1.6 Stock Options and Other Stock-Based Awards .

     (a)   As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase shares of Hibernia Common Stock granted to employees or directors of Hibernia or any of its Subsidiaries under any of the 1987 Stock Option Plan, the Long Term Incentive Plan, the 1993 Directors’ Stock Option Plan, the 2001 Nonqualified Stock Option Plan and the 2003 Long-Term Incentive Compensation Plan of Hibernia (collectively, the “ Hibernia Stock Plans ”) that is outstanding immediately prior to the

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Effective Time (collectively, the “ Hibernia Options ”) shall be converted into an option (an “ Adjusted Option ”) to purchase, on the same terms and conditions as applied to each such Hibernia Option immediately prior to the Effective Time (taking into account any accelerated vesting of such Hibernia Options in accordance with the terms thereof), the number of whole shares of Capital One Common Stock that is equal to the number of shares of Hibernia Common Stock subject to such Hibernia Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded down to the nearest whole share), at an exercise price per share of Capital One Common Stock (rounded up to the nearest whole penny) equal to the exercise price for each such share of Hibernia Common Stock subject to such Hibernia Option immediately prior to the Effective Time divided by the Exchange Ratio.

     (b)   As of the Effective Time, each restricted share of Hibernia Common Stock granted to any employee or director of Hibernia or any of its Subsidiaries under a Hibernia Stock Plan that is outstanding immediately prior to the Effective Time (collectively, the “ Hibernia Restricted Shares ”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive (the “ Capital One Restricted Share Right ”), on the same terms and conditions as applied to each such Hibernia Restricted Share immediately prior to the Effective Time (including the same transfer restrictions), the Merger Consideration determined in accordance with Sections 1.4 and 1.5 of this Agreement based on the holder’s election in accordance with Section 2.1 of this Agreement, and treating such Hibernia Restricted Shares in the same manner as all other shares of Hibernia Common Stock for such purposes; provided , however , that, upon the lapsing of restrictions with respect to each such Capital One Restricted Share Right in accordance with the terms applicable to the corresponding Hibernia Restricted Share immediately prior to the Effective Time, Capital One shall be entitled to deduct and withhold such amounts as may be required to be deducted and withheld under the Code and any applicable state or local tax law with respect to the lapsing of such restrictions.

     (c)   (i) As of the Effective Time, each restricted share unit with respect to shares of Hibernia Common Stock granted to any employee or director of Hibernia or any of its Subsidiaries under a Hibernia Stock Plan that is outstanding immediately prior to the Effective Time (collectively, the “ Hibernia RSUs ”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a restricted share unit, on the same terms and conditions as applied to each such Hibernia RSU immediately prior to the Effective Time (taking into account any accelerated vesting of such Hibernia RSU in accordance with the terms thereof), with respect to the number of shares of Capital One Common Stock that is equal to the number of shares of Hibernia Common Stock subject to the Hibernia RSU immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded down to the nearest whole share) (a “ Capital One RSU ”).

     (ii) As of the Effective Time, each phantom share of Hibernia Common Stock credited immediately prior to the Effective Time to the book entry account of a participant in the Supplemental Stock Compensation Plan for Key Management Employees (such plan, the “ Supplemental Stock Plan ”) shall, by virtue of the Merger and without any action on the part of such participant, be converted into a book entry account number under the Supplemental Stock Plan of a number of shares of Capital One Common Stock equal to the number of shares of Hibernia Common Stock

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credited to such book entry account immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded down to the nearest whole share).

     (d)   As of the Effective Time, Capital One shall assume the obligations and succeed to the rights of Hibernia under the Hibernia Stock Plans with respect to the Adjusted Options, the Capital One RSUs and Capital One Restricted Share Rights. Hibernia and Capital One agree that prior to the Effective Time each of the Hibernia Stock Plans shall be amended, to the extent possible without requiring stockholder approval of such amendments, (i) if and to the extent necessary and practicable, to reflect the transactions contemplated by this Agreement, including, but not limited to, the conversion of the Hibernia Options, Hibernia Restricted Shares and Hibernia RSUs pursuant to paragraphs (a), (b) and (c) above and the substitution of Capital One for Hibernia thereunder to the extent appropriate to effectuate the assumption of such Hibernia Stock Plans by Capital One and (ii) to preclude any automatic or formulaic grant of options, restricted shares or other awards thereunder on or after the date hereof, except as permitted under Section 5.2(b)(iii). From and after the Effective Time, all references to Hibernia (other than any references relating to a “Change in Control” of Hibernia) in each Hibernia Stock Plan and in each agreement evidencing any award of Hibernia Options or Hibernia Restricted Shares shall be deemed to refer to Capital One, unless Capital One determines otherwise.

     (e)   Capital One shall take all action necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Capital One Common Stock for delivery upon exercise of the Adjusted Options or settlement of the Capital One RSUs. Promptly after the Effective Time, Capital One shall prepare and file with the SEC a registration statement on Form S-8 (or other appropriate form) registering a number of shares of Capital One Common Stock necessary to fulfill Capital One’s obligations under this paragraph (e).

     1.7 Certificate of Incorporation of Capital One . At the Effective Time, the Capital One Certificate (as defined in Section 4.1) shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

     1.8 Bylaws of Capital One . At the Effective Time, the Capital One Bylaws (as defined in Section 4.1) shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

     1.9 Tax Consequences . It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

ARTICLE II

DELIVERY OF MERGER CONSIDERATION

     2.1 Election Procedures . Each holder of record of shares of Hibernia Common Stock (“ Holder ”) shall have the right, subject to the limitations set forth in this Article II, to submit an election in accordance with the following procedures:

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     (a)   Each Holder may specify in a request made in accordance with the provisions of this Section 2.1 (herein called an “ Election ”) (i) the number of shares of Hibernia Common Stock owned by such Holder with respect to which such Holder desires to make a Stock Election and (ii) the number of shares of Hibernia Common Stock owned by such Holder with respect to which such Holder desires to make a Cash Election.

     (b)   Capital One shall prepare a form reasonably acceptable to Hibernia (the “ Form of Election ”) which shall be mailed to record holders of Hibernia Common Stock so as to permit those holders to exercise their right to make an Election prior to the Election Deadline.

     (c)   Capital One shall make the Form of Election initially available not less than twenty (20) business days prior to the anticipated Election Deadline and shall use all reasonable efforts to make available as promptly as possible a Form of Election to any stockholder of Hibernia who requests such Form of Election following the initial mailing of the Forms of Election and prior to the Election Deadline.

     (d)   Any Election shall have been made properly only if the person authorized to receive Elections and to act as exchange agent under this Agreement, which person shall be a bank or trust company selected by Capital One and reasonably acceptable to Hibernia (the “ Exchange Agent ”), pursuant to an agreement (the “ Exchange Agent Agreement ”) entered into prior to the mailing of the Form of Election to Hibernia stockholders, shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by Certificates to which such Form of Election relates or by an appropriate customary guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or a commercial bank or trust company in the United States; provided , that such Certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery. Failure to deliver shares of Hibernia Common Stock covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election, unless otherwise determined by Capital One, in its sole discretion. As used herein, “ Election Deadline ” means 5:00 p.m. local time (in the city in which the principal office of the Exchange Agent is located) on the later of (1) the date of the meeting of Hibernia stockholders pursuant to Section 6.3 and (2) the earlier of (i) the date that Capital One and Hibernia shall agree is as near as practicable to five (5) business days prior to the expected Closing Date taking into account Capital One’s intention to minimize the impact of limitations under applicable law that might apply during the period from the initial mailing of the Forms of Election until the Election Deadline and (ii) September 2, 2005; provided that if it appears that the Closing Date will not take place on or prior to October 15, 2005, the parties shall in good faith discuss whether such September 2, 2005 date should be deferred to an appropriate later date. Hibernia and Capital One shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) business days before, and at least five (5) business days prior to, the Election Deadline.

     (e)   Any Hibernia stockholder may, at any time prior to the Election Deadline, change or revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Form of Election. Subject to the terms of the Exchange Agent Agreement, if Capital One shall determine

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in its reasonable discretion that any Election is not properly made with respect to any shares of Hibernia Common Stock (neither Capital One nor Hibernia nor the Exchange Agent being under any duty to notify any stockholder of any such defect), such Election shall be deemed to be not in effect, and the shares of Hibernia Common Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter timely made.

     (f)   Any Hibernia stockholder may, at any time prior to the Election Deadline, revoke his or her Election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. All Elections shall be revoked automatically if the Exchange Agent is notified in writing by Capital One or Hibernia that this Agreement has been terminated in accordance with Article VIII.

     (g)   Subject to the terms of the Exchange Agent Agreement, Capital One, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of the Forms of Election and compliance by any Hibernia stockholder with the Election procedures set forth herein, (ii) the manner and extent to which Elections are to be taken into account in making the determinations prescribed by Section 1.5, (iii) the issuance and delivery of certificates representing the whole number of shares of Capital One Common Stock into which shares of Hibernia Common Stock are converted in the Merger and (iv) the method of payment of cash for shares of Hibernia Common Stock converted into the right to receive the Cash Consideration and cash in lieu of fractional shares of Capital One Common Stock.

     2.2 Deposit of Merger Consideration . At or prior to the Effective Time, Capital One shall deposit, or shall cause to be deposited, with the Exchange Agent, (i) certificates representing the number of shares of Capital One Common Stock sufficient to deliver, and Capital One shall instruct the Exchange Agent to timely deliver, the aggregate Stock Consideration, and (ii) immediately available funds equal to the aggregate Cash Consideration (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.3(f)) (collectively, the “ Exchange Fund ”) and Capital One shall instruct the Exchange Agent to timely pay the Cash Consideration, and such cash in lieu of fractional shares, in accordance with this Agreement.

     2.3 Delivery of Merger Consideration .

     (a)   As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Hibernia Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 and any cash in lieu of fractional shares of Capital One Common Stock to be issued or paid in consideration therefor who did not complete an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such certificates)) (the “ Letter of Transmittal ”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of

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fractional shares of Capital One Common Stock to be issued or paid in consideration therefor in accordance with Section 2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).

     (b)   Upon surrender to the Exchange Agent of its Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Hibernia Common Stock will be entitled to receive promptly after the Effective Time the Merger Consideration (elected or deemed elected by it, subject to Sections 1.4 and 1.5) and any cash in lieu of fractional shares of Capital One Common Stock to be issued or paid in consideration therefor in respect of the shares of Hibernia Common Stock represented by its Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive the Merger Consideration and any cash in lieu of fractional shares of Capital One Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II.

     (c)   No dividends or other distributions with respect to Capital One Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Capital One Common Stock represented thereby, in each case until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Capital One Common Stock represented by such Certificate and not paid and/or (ii), at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Capital One Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Capital One Common Stock issuable with respect to such Certificate.

     (d)   In the event of a transfer of ownership of a Certificate representing Hibernia Common Stock that is not registered in the stock transfer records of Hibernia, the proper amount of cash and/or shares of Capital One Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Hibernia Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Capital One that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Capital One) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration and any cash in lieu of fractional shares of Capital One Common Stock otherwise payable pursuant to this Agreement to any holder of Hibernia Common Stock such amounts as the Exchange Agent or Capital One, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Capital One, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to

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the holder of shares of Hibernia Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Capital One, as the case may be.

     (e)   After the Effective Time, there shall be no transfers on the stock transfer books of Hibernia of the shares of Hibernia Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Hibernia Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Capital One Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II.

     (f)   Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Capital One Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Capital One Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Capital One. In lieu of the issuance of any such fractional share, Capital One shall pay to each former stockholder of Hibernia who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Capital One Closing Price by (ii) the fraction of a share (after taking into account all shares of Hibernia Common Stock hold by such holder at the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Capital One Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4.

     (g)   Any portion of the Exchange Fund that remains unclaimed by the stockholders of Hibernia as of the first anniversary of the Effective Time shall be paid to Capital One. Any former stockholders of Hibernia who have not theretofore complied with this Article II shall thereafter look only to Capital One with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Capital One Common Stock deliverable in respect of each share of Hibernia Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Capital One, Hibernia, the Exchange Agent or any other person shall be liable to any former holder of shares of Hibernia Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

     (h)   In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Capital One or the Exchange Agent, the posting by such person of a bond in such amount as Capital One may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF HIBERNIA

     Subject to Section 9.2 and except as disclosed in the disclosure schedule (the “ Hibernia Disclosure Schedule ”) delivered by Hibernia to Capital One prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III, or to one or more of Hibernia’s covenants contained in Article V, provided , however , that disclosure in any section of such Hibernia Disclosure Schedule shall only apply to the indicated Section of this Agreement except to the extent that it is reasonably apparent that such disclosure is relevant to another section of this Agreement), Hibernia hereby represents and warrants to Capital One as follows:

     3.1 Corporate Organization .

     (a)   Hibernia is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Louisiana. Hibernia has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business, in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

     (b)   Hibernia is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “ BHC Act ”), and is a financial holding company pursuant to Section 4(1) of the BHC Act and meets the applicable requirements for qualification as such. True, complete and correct copies of the Articles of Incorporation of Hibernia, as amended (the “ Hibernia Articles ”), and the By-laws of Hibernia (the “ Hibernia By-laws ”), as in effect as of the date of this Agreement, have previously been made available to Capital One.

     (c)   Each of Hibernia’s Subsidiaries (i) is duly incorporated or duly formed, as applicable to each such Subsidiary, and validly existing under the laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so licensed or qualified and (iii) has all requisite corporate power or other power and authority to own or lease its properties and assets and to carry on its business as now conducted. The articles of incorporation, by-laws and similar governing documents of each Hibernia Subsidiary, copies of which have previously been made available to Capital One, are true, complete and correct copies of such documents as of the date of this Agreement. As used in this Agreement, the word “ Subsidiary ” when used with respect to either party, means any bank, corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, that is consolidated with such party for financial reporting purposes under U.S. generally accepted accounting principles (“ GAAP ”), and the terms “ Hibernia Subsidiary ” and “ Capital One Subsidiary ” shall mean any direct or indirect Subsidiary of Hibernia or Capital One, respectively.

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     (d)   The deposit accounts of Hibernia National Bank are insured by the Federal Deposit Insurance Corporation (the “ FDIC ”) through the Bank Insurance Fund to the fullest extent permitted by law, and all premiums and assessments required to be paid in connection therewith have been paid when due.

     (e)   The minute books of Hibernia and each of its Subsidiaries previously made available to Capital One contain true, complete and correct records of all meetings and other corporate actions held or taken since December 31, 2001 of their respective stockholders and Boards of Directors (including committees of their respective Boards of Directors).

     3.2 Capitalization . (a) The authorized capital stock of Hibernia consists of 300,000,000 shares of Hibernia Common Stock, of which, as of February 28, 2005 (the “ Capitalization Date ”), 155,155,016 shares were issued and outstanding, which includes all of the Hibernia Restricted Shares outstanding as of the Capitalization Date and all shares (allocated and unallocated) held by the Hibernia Employee Stock Ownership Plan (the “ ESOP ”), and 100,000,000 shares of preferred stock, without par value (“ Hibernia Preferred Stock ”), of which, as of the Capitalization Date, no shares were issued and outstanding. As of the Capitalization Date, no more than 16,520,724 shares of Hibernia Common Stock were held in Hibernia’s treasury. As of the date hereof, no shares of Hibernia Common Stock or Hibernia Preferred Stock were reserved for issuance except for 14,953,485 shares of Hibernia Common Stock reserved for issuance under the Hibernia Stock Plans, of which stock options to purchase 14,923,142 shares of Hibernia Common Stock were outstanding as of the Capitalization Date, and units in respect of 30,343 restricted shares of Hibernia Common Stock were outstanding as of the Capitalization Date. As of the Capitalization Date, Hibernia had an obligation under the Supplemental Stock Plan to pay an amount in cash based on the value of 21,923.85 shares of Hibernia Common Stock. All of the issued and outstanding shares of Hibernia Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders may vote (“ Voting Debt ”) of Hibernia are issued or outstanding. As of the date of this Agreement, except pursuant to this Agreement, including with respect to the Hibernia Stock Plans and the Supplemental Stock Plan as set forth herein, Hibernia does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of, or the payment of any amount based on, any shares of Hibernia Common Stock, Voting Debt or any other equity securities of Hibernia or any securities representing the right to purchase or otherwise receive any shares of Hibernia Common Stock, Voting Debt or other equity securities of Hibernia. As of the date of this Agreement, there are no contractual obligations of Hibernia or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Hibernia or any equity security of Hibernia or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of Hibernia or its Subsidiaries or (ii) pursuant to which Hibernia or any of its Subsidiaries is or could be required to register shares of Hibernia capital stock or other securities under the Securities Act of 1933, as amended (the “ Securities Act ”). Hibernia has provided Capital One with a true, complete and correct list of the aggregate number of shares of Hibernia Common Stock issuable upon the exercise of each stock option granted under the Hibernia Stock Plans that was outstanding as of the Capitalization Date and the exercise price for each such Hibernia

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stock option. Since the Capitalization Date through the date hereof, Hibernia has not (A) issued or repurchased any shares of Hibernia Common Stock, Hibernia Preferred Stock, Voting Debt or other equity securities of Hibernia other than the issuance of shares of Hibernia Common Stock in connection with the exercise of stock options to purchase Hibernia Common Stock granted under the Hibernia Stock Plans that were outstanding on the Capitalization Date or (B) issued or awarded any options, restricted shares or any other equity-based awards under any of the Hibernia Stock Plans.

     (b)   Except for any director qualifying shares, all of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Hibernia are owned by Hibernia, directly or indirectly, free and clear of any material liens, pledges, charges and security interests and similar encumbrances (“ Liens ”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (subject to 12 U.S.C. § 55) and free of preemptive rights. No such Hibernia Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

     3.3 Authority; No Violation . (a) Hibernia has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of Hibernia. The Board of Directors of Hibernia has determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Hibernia and its stockholders and has directed that this Agreement be submitted to Hibernia’s stockholders for approval and adoption at a duly held meeting of such stockholders and, except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Hibernia Common Stock entitled to vote at such meeting, no other corporate proceedings on the part of Hibernia are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Hibernia and (assuming due authorization, execution and delivery by Capital One) constitutes the valid and binding obligation of Hibernia, enforceable against Hibernia in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity).

     (b)   Neither the execution and delivery of this Agreement by Hibernia nor the consummation by Hibernia of the transactions contemplated hereby, nor compliance by Hibernia with any of the terms or provisions of this Agreement, will (i) violate any provision of the Hibernia Articles or the Hibernia By-laws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Injunction applicable to Hibernia, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance

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required by, or result in the creation of any Lien upon any of the respective properties or assets of Hibernia or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Hibernia or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound.

     3.4 Consents and Approvals . Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “ Federal Reserve Board ”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices (the “ Other Regulatory Approvals ”), (iii) the filing with the Securities and Exchange Commission (the “ SEC ”) of a Proxy Statement in definitive form relating to the meeting of Hibernia’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “ Proxy Statement ”) and of a registration statement on Form S-4 (the “ Form S-4 ”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(e), (iv) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and with the Secretary of State of the State of Louisiana pursuant to the LBCL, (v) any notices to or filings with the Small Business Administration (the “ SBA ”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“ SRO ”), and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (vii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Capital One Common Stock pursuant to this Agreement and approval of listing of such Capital One Common Stock on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “ Governmental Entity ”) are necessary in connection with the consummation by Hibernia of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Hibernia of this Agreement.

     3.5 Reports; Regulatory Matters .

     (a)   Hibernia and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2001 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency, (iv) any state insurance commission or other state regulatory authority, (v) the SEC, (vi) any foreign regulatory authority and (vii) any SRO (collectively, “ Regulatory Agencies ”), and all other reports and statements required to be filed by them since January 1, 2001, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign

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entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency in the ordinary course of the business of Hibernia and its Subsidiaries, no Regulatory Agency has initiated since January 1, 2001 or has pending any proceeding, enforcement action or, to the knowledge of Hibernia, investigation into the business, disclosures or operations of Hibernia or any of its Subsidiaries. Since January 1, 2001, no Regulatory Agency has resolved any proceeding, enforcement action or, to the knowledge of Hibernia, investigation into the business, disclosures or operations of Hibernia or any of its Subsidiaries. There is no unresolved violation, criticism, comment or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Hibernia or any of its Subsidiaries. Since January 1, 2001, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Hibernia or any of its Subsidiaries.

     (b)   Neither Hibernia nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2001, a recipient of any supervisory letter from, or since January 1, 2001, has adopted any policies, procedures or board resolutions at the request or suggestion of any, Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries (each item in this sentence, a “ Hibernia Regulatory Agreement ”), nor has Hibernia or any of its Subsidiaries been advised since January 1, 2001 by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Hibernia Regulatory Agreement.

     (c)   Hibernia has previously made available to Capital One an accurate and complete copy of each (i) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Hibernia since January 1, 2001 pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and prior to the date of this Agreement (the “ Hibernia SEC Reports ”) and (ii) communication mailed by Hibernia to its stockholders since January 1, 2001 and prior to the date of this Agreement. No such Hibernia SEC Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Hibernia SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. No executive officer of Hibernia has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”).

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     3.6 Financial Statements .

     (a)   The financial statements of Hibernia and its Subsidiaries included (or incorporated by reference) in the Hibernia SEC Reports (including the related notes, where applicable, and including any preliminary financial results furnished to the SEC on Form 8-K) (i) have been prepared from, and are in accordance with, the books and records of Hibernia and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of Hibernia and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Hibernia and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP has not resigned or been dismissed as independent public accountants of Hibernia as a result of or in connection with any disagreements with Hibernia on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

     (b)   Neither Hibernia nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Hibernia included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2004 or in connection with this Agreement and the transactions contemplated hereby.

     (c)   The records, systems, controls, data and information of Hibernia and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Hibernia or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 3.6(c). Hibernia (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Hibernia, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Hibernia by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Hibernia’s outside auditors and the audit committee of Hibernia’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Hibernia’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Hibernia’s internal controls over financial reporting. These disclosures were made in writing by management to

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Hibernia’s auditors and audit committee and a copy has previously been made available to Capital One. As of the date hereof, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.

     (d)   Since December 31, 2003, (x) through the date hereof, neither Hibernia nor any of its Subsidiaries nor, to the knowledge of the officers of Hibernia, any director, officer, employee, auditor, accountant or representative of Hibernia or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Hibernia or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Hibernia or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Hibernia or any of its Subsidiaries, whether or not employed by Hibernia or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Hibernia or any of its officers, directors, employees or agents to the Board of Directors of Hibernia or any committee thereof or to any director or officer of Hibernia.

     3.7 Broker’s Fees . Neither Hibernia nor any Hibernia Subsidiary nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement, other than J.P. Morgan Securities Inc. and Bear Stearns & Co., Inc. pursuant to the letter agreements between Hibernia and J.P. Morgan Securities Inc. and Hibernia and Bear Stearns & Co., Inc., a true, complete and correct copy of each of which has been previously delivered to Capital One.

     3.8 Absence of Certain Changes or Events . (a) Since December 31, 2004, no event or events have occurred that have had or are reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Hibernia. As used in this Agreement, the term “ Material Adverse Effect ” means, with respect to Capital One, Hibernia or the Surviving Corporation, as the case may be, a material adverse effect on (i) the business, results of operations or financial condition of such party and its Subsidiaries taken as a whole ( provided , however , that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include effects to the extent resulting from (A) changes, after the date hereof, in generally accepted accounting principles or regulatory accounting requirements applicable to banks or savings associations and their holding companies generally, (B) changes, after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global or national political conditions (including the outbreak of war or acts of terrorism) or in general economic or market conditions affecting banks or their holding companies generally except to the extent that such changes in general economic or market conditions have a materially disproportionate adverse effect on such party or (D) public disclosure of the transactions contemplated hereby), or (ii) the ability of such party to timely consummate the transactions contemplated by this Agreement.

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     (b)   Since December 31, 2004 through and including the date of this Agreement, Hibernia and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business consistent with their past practice.

     (c)   Since December 31, 2004, neither Hibernia nor any of its Subsidiaries has (i) except for (A) normal increases for employees (other than officers subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the ordinary course of business consistent with past practice, (B) as publicly disclosed by Hibernia in the Hibernia SEC Reports prior to the date hereof or (C) as required by applicable law, increased the wages, salaries, compensation, pension, or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of December 31, 2004 (which amounts have been previously made available to Capital One), granted any severance or termination pay, entered into any contract to make or grant any severance or termination pay (except as required under the terms of agreements or severance plans listed on Section 3.11 of the Hibernia Disclosure Schedule, as in effect as of the date hereof ), or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (ii) granted any options to purchase shares of Hibernia Common Stock, any restricted shares of Hibernia Common Stock or any right to acquire any shares of its capital stock to any executive officer, director or employee other than grants to employees (other than officers subject to the reporting requirements of Section 16(a) of the Exchange Act) made in the ordinary course of business consistent with past practice under the Hibernia Stock Plans, (iii) changed any accounting methods, principles or practices of Hibernia or its Subsidiaries affecting, its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (iv) suffered any strike, work stoppage, slow-down, or other labor disturbance.

     3.9 Legal Proceedings . (a) Neither Hibernia nor any of its Subsidiaries is a party to any, and there are no pending or, to the best of Hibernia’s knowledge, threatened, material legal, administrative, arbitral or other material proceedings, claims, actions or governmental or regulatory investigations of any nature against Hibernia or any of its Subsidiaries.

     (b)   There is no Injunction, judgment, or regulatory restriction (other than those of general application that apply to similarly situated bank holding companies or their Subsidiaries) imposed upon Hibernia, any of its Subsidiaries or the assets of Hibernia or any of its Subsidiaries.

     3.10 Taxes and Tax Returns . (a) Each of Hibernia and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns required to be filed by it on or prior to the date of this Agreement (all such returns being accurate and complete in all material respects), has paid all Taxes shown thereon as arising and has duly paid or made provision for the payment of all material Taxes that have been incurred or are due or claimed to be due from it by federal, state, foreign or local taxing authorities other than Taxes that are not yet delinquent or are being contested in good faith, have not been finally determined and have been adequately reserved against. The federal, state and local income Tax returns of Hibernia and its Subsidiaries have been examined by the Internal Revenue Service (the “ IRS ”) and any applicable state and local tax authorities for all years to and including 2000 and any liability with respect thereto has been satisfied or any liability with respect to deficiencies asserted as a result

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of such examination is covered by reserves that are adequate under GAAP. There are no material disputes pending, or claims asserted, for Taxes or assessments upon Hibernia or any of its Subsidiaries for which Hibernia does not have reserves that are adequate under GAAP. Neither Hibernia nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Hibernia and its Subsidiaries). Within the past five years, neither Hibernia nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code. Neither Hibernia nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code, no such adjustment has been proposed by the IRS and no pending request for permission to change any accounting method has been submitted by Hibernia or any of its Subsidiaries. The aggregate balance of the reserve for bad debts described in Section 593(g)(2)(A)(ii) of the Code and any similar provision under state or local laws and regulations of Hibernia and its Subsidiaries is zero. Neither Hibernia nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation section 1.6011-4(b)(1).

     (b)   As used in this Agreement, the term “ Tax ” or “ Taxes ” means (i) all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem , profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon and (ii) any liability for Taxes described in clause (i) above under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law).

     (c)   As used in this Agreement, the term “ Tax Return ” means a report, return or other information (including any amendments) required to be supplied to a governmental entity with respect to Taxes including, where permitted or required, combined or consolidated returns for any group of entities that includes Hibernia or any of its Subsidiaries.

     3.11 Employee Matters .

     (a)   Section 3.11 of the Hibernia Disclosure Schedule sets forth a true, complete and correct list of each “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), whether or not subject to ERISA, and each employment, consulting, bonus, incentive or deferred compensation, vacation, stock option or other equity-based, severance, termination, retention, change of control, profit-sharing, fringe benefit or other similar plan, program, agreement or commitment for the benefit of any employee, former employee, director or former director of Hibernia or any of its Subsidiaries entered into, maintained or contributed to by Hibernia or any of its Subsidiaries or to which Hibernia or any of its Subsidiaries is obligated to contribute (such plans, programs, agreements and commitments, herein referred to as the “ Hibernia Benefit Plans ”).

     (b)   With respect to each Hibernia Benefit Plan, Hibernia has made available to Capital One true, complete and correct copies of the following (as applicable): (i) the written document evidencing such Hibernia Benefit Plan or, with respect to any such plan that is not in writing, a written description thereof, (ii) the summary plan description; (iii) the most recent

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annual report, financial statement and/or actuarial report; (iv) the most recent determination letter from the IRS; (v) the most recent Form 5500 required to have been filed with the IRS, including all schedules thereto; (vi) any related trust agreements, insurance contracts or documents of any other funding arrangements, (vii) any notices to or from the IRS or any office or representative of the Department of Labor relating to any compliance issues in respect of any such Hibernia Benefit Plan and (viii) all amendments, modifications or supplements to any such document.

     (c)   Hibernia and each of its Subsidiaries have operated and administered each Hibernia Benefit Plan in compliance with all applicable laws and the terms of each such plan. The terms of each Hibernia Benefit Plan are in compliance with all applicable laws. Each Hibernia Benefit Plan that is intended to be “qualified” under Section 401 and/or 409 of the Code has received a favorable determination letter from the IRS to such effect and, to the knowledge of Hibernia, no fact, circumstance or event has occurred or exists since the date of such determination letter that would reasonably be expected to adversely affect the qualified status of any such Hibernia Benefit Plan. There are no pending or, to the knowledge of Hibernia, threatened or anticipated claims by, on behalf of or against any of the Hibernia Benefit Plans or any assets thereof (other than routine claims for benefits). All contributions, premiums and other payments required to be made with respect to any Hibernia Benefit Plan have been made on or before their due dates under applicable law and the terms of such Hibernia Benefit Plan, and with respect to any such contributions, premiums or other payments required to be made with respect to any Hibernia Benefit Plan that are not yet due, to the extent required by GAAP, adequate reserves are reflected on the consolidated balance sheet of Hibernia included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (including any notes thereto) or liability therefore was incurred in the ordinary course of business consistent with past practice since December 31, 2004.

     (d)   No Hibernia Benefit Plan is subject to Section 412 of the Code or Section 302 or Title IV of ERISA or is a multiemployer plan or multiple employer plan within the meaning of Section 4001(a)(3) or 4063/4064 of ERISA, respectively. Neither Hibernia nor any of its Subsidiaries has incurred, either directly or indirectly (including, without limitation, as a result of any indemnification or joint and several liability obligation), any liability pursuant to Title I or IV of ERISA or the penalty tax, excise tax or joint and several liability provisions of the Code relating to employee benefit plans and no event, transaction or condition has occurred or exists that could reasonably be expected to result in any such liability to Hibernia or any of its Subsidiaries.

     (e)   Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (i) result in any payment or benefit becoming due or payable, or required to be provided, to any director, employee or independent contractor of Hibernia or any of its Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee or independent contractor, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or (iv) result in any amount failing to be deductible by reason of Section 280G of the Code.

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     (f)   No payment made or to be made in respect of any employee or former employee of Hibernia or any of its Subsidiaries is or will be nondeductible by reason of Section 162(m) of the Code.

     (g)   Neither Hibernia nor any of its Subsidiaries is a party to or bound by any labor or collective bargaining agreement and there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the employees of Hibernia or any of its Subsidiaries. There are no labor related controversies, strikes, slowdowns, walkouts or other work stoppages pending or, to the knowledge of Hibernia, threatened and neither Hibernia nor any of its Subsidiaries has experienced any such labor related controversy, strike, slowdown, walkout or other work stoppage within the past three years. Neither Hibernia nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Each of Hibernia and its Subsidiaries are in compliance with all applicable laws, statutes, orders, rules, regulations, policies or guidelines of any Governmental Entity relating to labor, employment, termination of employment or similar matters and have not engaged in any unfair labor practices or similar prohibited practices.

     3.12 Compliance with Applicable Law . (a) Hibernia and each of its Subsidiaries hold all material licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to each, and have complied in all respects with and are not in default in any material respect under any, applicable law, statute, order, rule, regulation, policy or guideline of any Governmental Entity relating to Hibernia or any of its Subsidiaries.

     (b)   Hibernia and each Hibernia Subsidiary have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable state and federal law and regulation and common law. None of Hibernia, any Hibernia Subsidiary, or any director, officer or employee of Hibernia or