AMENDMENT NO.1 TO THE DISTRIBUTION AGREEMENT

Exhibit 1.01.1

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT

THIS AMENDMENT NO. 1 (“ Amendment ”) to the Distribution Agreement dated as of April 20, 2007 among Google Inc., (“ Google ”), Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC and UBS Securities LLC, as Bidders (the “ Distribution Agreement ”) is made and entered into as of July 20, 2007.

W I T N E S S E T H :

WHEREAS, Google desires to amend the Distribution Agreement to appoint J.P. Morgan Securities Inc. to act as Bidder under the Bidding Rules Agreement and the Distribution Agreement on the same terms and conditions as are applicable to Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC (the “ Bidders ”).

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Distribution Agreement has the meaning assigned to such term in the Distribution Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Distribution Agreement shall, after this Amendment becomes effective, refer to the Distribution Agreement as amended hereby.

SECTION 2 . Authorization of Additional Bidder. In accordance with Section 13 of the Distribution Agreement, Google hereby authorizes J.P. Morgan Securities Inc. to act as a Bidder under the Distribution Agreement on the same terms and conditions as are applicable to the other Bidders.

SECTION 3. Notices . Section 9 of the Distribution Agreement is hereby amended by the addition of the following language at the end thereof:

if sent to J.P. Morgan Securities, Inc., will be mailed, delivered or faxed and confirm