Amendment Agreement Number 1

Exhibit 10.10.2

Amendment Agreement Number 1

Xxxxxx Xxxxxxx & Co. LLC

0000 Xxxxxxxx

Xxx Xxxx, XX 00000-0000

Facsimile: (000) 000-0000

Telephone: (000) 000-0000

Capital One Financial Corporation

0000 Xxxxxxx Xxx Xxxxx

XxXxxx, XX 00000

Attention: Xxxxx Xxxxxxxxxx

Telephone No.:		000-000-0000
Facsimile No.:		703-720-2165

November 1, 2011

Dear Xx. Xxxxxxxxxx:

Reference is made to the Share Forward Transaction letter agreement dated July 14, 2011, as amended and supplemented from time to time, between Xxxxxx Xxxxxxx & Co. LLC, and Capital One Financial Corporation (the “Agreement”). The purpose of this letter agreement (this “Amendment Agreement”) is to amend certain terms set forth in the Agreement as described below. All capitalized terms used, but not defined herein, shall have the meanings assigned thereto in the Agreement. Notwithstanding anything in the Agreement to the contrary, Barclays and Counterparty hereby agree as follows:

1. Settlement Date: The definition of Settlement Date shall be deleted in its entirety and replaced with the following:

If (i) Cash Settlement or Net Share Settlement is applicable, Three Scheduled Trading Days immediately following the Valuation Date or (ii) Physical Settlement is applicable, one Scheduled Trading Day immediately following the Settlement Notice Date.

2. Counterparts: This Amendment Agreement may be signed in any number of counterparts, each of which shall be an original with the same effect as if the signatures thereto and hereto were upon the same instrument.

3. Governing Law: This Amendment Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Except as expressly modified herein, the Agreements shall remain in full force and effect.

Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by executing this Amendment Agreement Number 1.

Very truly yours,
XXXXXX XXXXXXX & CO. LLC,
By:		/s/ Serkan Savasoglu
		Name: Serkan Savasoglu
		Title:   Managing Director
Accepted and confirmed as of the Trade Date:
CAPITAL ONE FINANCIAL CORPORATION
By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: EVP, Treasurer