AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.3

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER is entered into as of September 20, 2009 among Pine River Capital Management L.P., a Delaware limited partnership (“Pine River”), Two Harbors Investment Corp., a Maryland corporation (“Parent”), Two Harbors Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Capitol Acquisition Corp., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

WHEREAS, the parties entered into that certain Agreement and Plan of Merger dated as of June 11, 2009, as amended by Amendment No. 1 to the Agreement and Plan of Merger dated as of August 17, 2009 (collectively, the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company;

WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have authorized this Amendment No. 2; and

WHEREAS, in accordance with Section 9.5 of the Merger Agreement, the parties wish to amend certain terms and provisions of the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Clause (b)(ii) of Section 8.1 of the Merger Agreement is hereby amended in its entirety to read as follows:

“if the Effective Time shall not have occurred by November 8, 2009 (the “Termination Date”).”

2. Except as specifically provided in this Amendment No. 2, no provision of the Merger Agreement is modified, changed, waived, discharged or otherwise terminated and the Merger Agreement shall continue to be in full force and effect. This Amendment No. 2 constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

[Remainder of Page Left Blank Intentionally]

IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed and delivered by the duly authorized officers of the parties as of the date first written above.

CAPITOL ACQUISITION CORP.
By:		/s/ Xxxx X. Ein
Name:		Xxxx X. Ein
Title:		CEO
PINE RIVER CAPITAL MANAGEMENT L.P.
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		CFO
TWO HARBORS INVESTMENT CORP.
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		President
TWO HARBORS MERGER CORP.
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		President