Amendment Agreement Number 2 Sample Contracts

Amendment Agreement Number 2
Amendment Agreement Number 2 • February 29th, 2012 • Capital One Financial Corp • State commercial banks • New York

Reference is made to the Share Forward Transaction letter agreement dated July 14, 2011, as amended and supplemented from time to time (including pursuant to Amendment Agreement Number 1 with respect thereto , dated November 1, 2011), between Morgan Stanley & 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, Morgan Stanley and Counterparty hereby agree as follows:

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Amendment Agreement Number 2
Amendment Agreement Number 2 • February 29th, 2012 • Capital One Financial Corp • State commercial banks • New York

Reference is made to the Share Forward Transaction letter agreement dated July 14, 2011, as amended and supplemented from time to time (including pursuant to Amendment Agreement Number 1 with respect thereto, dated November 1, 2011) , between Barclays Bank PLC, through its agent Barclays Capital Inc., 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:

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