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Exhibit 10.1(d) 






	 	
 

 

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester St

London EC2N 2DB

Telephone: 44 20 7545 8000



c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Telephone: 212-250-2500



Internal Reference Nr.: 373774






	 	March 26, 2010



To: Knight Capital Group, Inc.

545 Washington Boulevard

Jersey City, NJ 07310

Attention: Treasurer

Telephone No.: 201-222-9400

Facsimile No.: 201-748-5521




	 	Re: Amendment to Call Option Transaction



     This letter agreement (this “Amendment”) amends the terms and conditions of the call option transaction (the “Transaction”) evidenced by the letter agreement between Deutsche Bank AG, London Branch (“Dealer”) and Knight Capital Group, Inc. (“Counterparty”) dated as of March 15, 2010 (the “Confirmation”).

     1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.

     2. Representations and Warranties of Counterparty. Each of the representations and warranties made pursuant to the Agreement and the Confirmation on the Trade Date are hereby deemed to be repeated on the date hereof as if references to the Trade Date were references to the date hereof.

     3. Amendments. The Confirmation is hereby amended as follows: 

(a) The “Number of Options” shall be increased by 50,000. 

(b) The “Applicable Percentage” shall be 31.707%.

 











 

 

     4. Additional Premium. Counterparty shall pay Dealer an additional premium equal to USD 9,833,000.00 on the Additional Closing Date (as defined in the Purchase Agreement).

     5. Effectiveness. This Amendment shall become effective upon the Additional Closing Date (as defined in the Purchase Agreement). Upon the effectiveness of this Amendment, all references in the Confirmation to the “Transaction” will be deemed to be to the Transaction as amended hereby. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

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

     7. Governing Law. The provisions of this Amendment shall be governed by the laws of the State of New York law (without reference to choice of law doctrine).







 

 

     Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it to Deutsche Bank Securities, Inc., 60 Wall Street, New York, NY 10005, or by fax to (212) 797 8974.

Very truly yours,

Deutsche Bank AG, London Branch



By: /s/ Michael Sanderson                   

Authorized Signatory

Name: Michael Sanderson



By: /s/ Lars Kestner                             

Authorized Signatory

Name: Lars Kestner



Deutsche Bank Securities Inc., acting solely as

Agent in connection with the Transaction



By: /s/ Michael Sanderson                   

Authorized Signatory

Name: Michael Sanderson


By: /s/ Lars Kestner                             

Authorized Signatory

Name: Lars Kestner

 

Accepted and confirmed 

as of the date set forth above:



Knight Capital Group, Inc.



By: /s/ Steven Bisgay                     

Authorized Signatory

Name: Steven Bisgay