Capital One Financial Agrees to Acquire PeopleFirst Inc.; Expands Auto Financing Business

    FALLS CHURCH, Va., Sept. 21 Capital One Financial
today announced it has agreed to acquire PeopleFirst Inc., the
nation's largest online provider of direct motor vehicle loans.  This
acquisition will make Capital One one of the nation's largest providers of
direct-to-consumer auto loans.
    The purchase price is 3.7 million shares of Capital One common stock.
Capital One has agreed to file a registration statement with respect to the
resale of such shares promptly after the consummation of this acquisition.
Capital One confirmed that it is on track to meet its projected third quarter
earnings as well as its previously announced 30 percent growth in earnings per
share in 2001.
    "Leveraging PeopleFirst's successful online business model with Capital
One's proven ability to customize products will ultimately benefit auto buyers
nationwide," said Richard D. Fairbank, Capital One's Chairman and Chief
Executive Officer.  PeopleFirst is the pioneer of an innovative financing
option that allows consumers to conveniently secure financing before
purchasing a motor vehicle.
    Capital One entered the auto finance business in 1998 when it acquired
Summit Acceptance Corporation and is now growing the business as Capital One
Auto Finance.  "With the acquisition of PeopleFirst, Capital One extends its
auto finance strategy to superprime consumers and those directly seeking
flexible financing online," Fairbank said.
    PeopleFirst Inc., a privately held company with more than 270 employees
based in San Diego, CA, will become a wholly owned subsidiary of Capital One.
After the acquisition, the current senior team at PeopleFirst will continue to
manage its operations.  PeopleFirst has provided nearly $2 billion worth of
financing to help customers purchase motor vehicles since the company started
originating loans in 1997.
    "We are excited to become part of the Capital One family," said Gary
Miller, CEO and co-founder of PeopleFirst. "Not only does Capital One bring
significant resources and opportunities for PeopleFirst to leverage, but they
also share our strong commitment to customers."
    Credit Suisse First Boston advised Capital One on this acquisition;
Merrill Lynch advised PeopleFirst.  The parties intend to close the
transaction as soon as practicable upon satisfaction of closing conditions.

    About Capital One
    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 38.1 million customers
and $35.3 billion in managed loans outstanding as of June 30, 2001.  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.

    About PeopleFirst Inc.
    Founded in 1995, PeopleFirst is the nation's largest online motor vehicle
lender, originating and servicing consumer auto and motorcycle loans,
primarily via the Internet.  PeopleFirst is the pioneer of an innovative
financing option that gives consumers the flexibility to finance their
purchase of a new or used car or motorcycle at virtually any dealership in the
country up to their pre-approved loan amount without having to renegotiate the
terms.  The company also provides financing for lease buyouts, refinances of
existing loans, and the purchase of vehicles from private individuals.  The
company presently offers auto and motorcycle loans in 48 states plus the
District of Columbia.  To obtain more information about PeopleFirst, visit the
company's Web site at http://www.peoplefirst.com .

    Capital One cautions that its current expectations for its earnings are
forward-looking statements and actual results could differ materially due to a
number of factors, including competition in the credit card, installment loan,
and auto finance industries and general economic conditions affecting consumer
income and spending, which may affect consumer borrowing, bankruptcies,
delinquencies, and charge-offs. A discussion of these and other factors can be
found in Capital One's annual and other reports filed with the Securities and
Exchange Commission, including, but not limited to, Capital One's report on
Form 10-K for the year ended December 31, 2001.

Click here