FALLS CHURCH, Va., Apr 24, 2002 /PRNewswire-FirstCall via COMTEX/ -- Capital One Financial Corporation (NYSE: COF) today announced that it has completed a major capital raising transaction by closing on a $747 million mandatory convertible security offering. The public offering consisted of 14.95 million Upper DECS(SM) mandatory convertible securities (which included the exercise in full of the underwriters' option to purchase an additional 1.95 million Upper DECS(SM)).

Each Upper DECS(SM) consists of a senior note and a three-year forward contract obligating the holder to purchase Capital One Financial Corporation common stock. The Upper DECS (SM) carry a face value of $50, a 6.25% coupon, and a common stock purchase price under the forward contract of $78.61, a 23 percent premium over the closing price of Capital One Financial Corporation common stock on April 17, 2002.

Reflecting strong investor demand, the transaction was upsized from the original launch size of $500 million. Salomon Smith Barney Inc. acted as Sole Bookrunner with Credit Suisse First Boston Corporation as the Joint Lead Manager in the transaction.

"The strong reception from the marketplace for our most recent securities offering is a testament to the continued strength of Capital One's financial performance -- highlighted by our 19th consecutive quarter of record earnings and industry-low charge-off rate," said David M. Willey, Executive Vice President and Chief Financial Officer. "This transaction demonstrates our commitment to maintaining a strong level of capital and ensures Capital One has the flexibility to continue to take advantage of opportunities in the marketplace."

Headquartered in Falls Church, Virginia, Capital One Financial Corporation (http://www.capitalone.com ) is a holding company whose principal subsidiaries, Capital One Bank and Capital One, F.S.B., offer consumer lending products. Capital One's subsidiaries collectively had 46.6 million accounts and $48.6 billion in managed loans outstanding as of March 31, 2002. Capital One, a Fortune 500 company, is one of the largest providers of MasterCard and Visa credit cards in the world. Capital One trades on the New York Stock Exchange under the symbol "COF" and is included in the S&P 500 index.

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SOURCE Capital One Financial Corporation

CONTACT:          Paul Paquin, V.P., Investor Relations, +1-703-205-1039, or
                  p.paquin@capitalone.com, or Tatiana Stead, Director, Corporate Media,
                  +1-703-205-1070, or tatiana.stead@capitalone.com, both of Capital One
                  Financial Corporation

URL:              http://www.capitalone.com
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