On December 3, 2008, Capital One Financial Corporation, a Delaware corporation ("Capital One"), entered into a Stock Purchase Agreement by and among Capital One, B.F. Saul Real Estate Investment Trust ("B.F. Saul REIT"), Derwood Investment Corporation ("Derwood"), and B.F. Saul Company Employees' Profit Sharing and Retirement Trust ("PSRT" and together with B.F. Saul REIT and Derwood, the "Sellers"), dated as of December 3, 2008 (the "Purchase Agreement"), pursuant to which Capital One will acquire the outstanding common stock of Chevy Chase Bank, F.S.B., a federally chartered savings bank ("Chevy Chase") for an aggregate purchase price of approximately $520 million (the "Transaction"). As a part of the Transaction, the Sellers will retain certain assets that Chevy Chase currently owns, including ASB Capital Management, Chevy Chase Trust, and Chevy Chase's headquarters building in Bethesda, Maryland.

Under the terms of the Purchase Agreement, Capital One will purchase the outstanding common stock of Chevy Chase from the Sellers for $445 million in cash and 2.56 million Capital One shares, valued at $75 million based on the closing price of Capital One stock on December 2, 2008. Further, Capital One expects to take a credit mark of $1.75 billion for potential loan losses related to this Transaction.

The Purchase Agreement contains customary representations and warranties. Completion of the Transaction is also subject to customary regulatory approvals and closing conditions. The Transaction is expected to close in the first quarter of 2009.

On December 4, 2008, Capital One and Chevy Chase issued a joint press release announcing the execution of the Purchase Agreement. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Additionally, Capital One hereby files the investor presentation, dated December 4, 2008, entitled "Acquisition of Chevy Chase Bank" as Exhibit 99.2, which is incorporated herein by reference.

(d) Exhibits.

Exhibit No.       Description of Exhibit
99.1              Press release dated December 4, 2008.
99.2              "Acquisition of Chevy Chase Bank", investor presentation of
                  Capital One Financial Corporation, dated December 4, 2008.