p11-0075sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A
(Rule 13d-102)


INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

HAMPTON ROADS BANKSHARES, INC.
(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)

409321106
(CUSIP Number)

December 31, 2010
(Date of event which requires filing of this statement)


Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 39 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 409321106

13G

Page 2 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Davidson Kempner Partners
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 13,155,736
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 13,155,736
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,155,736
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.58%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 3 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Davidson Kempner Institutional Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 26,613,249
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 26,613,249
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,613,249
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.19%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 4 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) M. H. Davidson & Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,889,662
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,889,662
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,889,662
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.23%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 5 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Davidson Kempner International, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 30,665,593
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 30,665,593
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,665,593
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.67%
12	TYPE OF REPORTING PERSON** CO

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 6 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MHD Management Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 13,155,736
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 13,155,736
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,155,736
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.58%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 7 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MHD Management Co. GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 13,155,736
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 13,155,736
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,155,736
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.58%
12	TYPE OF REPORTING PERSON** OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 8 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Davidson Kempner Distressed Opportunities Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,292,610
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,292,610
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,292,610
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.39%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 9 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Davidson Kempner Distressed Opportunities International Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 7,016,568
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 7,016,568
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,016,568
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.84%
12	TYPE OF REPORTING PERSON** CO

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 10 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) M.H. Davidson & Co. GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,889,662
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,889,662
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,889,662
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.23%
12	TYPE OF REPORTING PERSON** OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 11 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Davidson Kempner Advisers Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 26,613,249
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 26,613,249
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,613,249
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.19%
12	TYPE OF REPORTING PERSON** IA

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 12 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Davidson Kempner International Advisors, L.L.C
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 30,665,593
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 30,665,593
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,665,593
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.67%
12	TYPE OF REPORTING PERSON** OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 13 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DK Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,292,610
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,292,610
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,292,610
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.39%
12	TYPE OF REPORTING PERSON** OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 14 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DK Management Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 7,016,568
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 7,016,568
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,016,568
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.84%
12	TYPE OF REPORTING PERSON** PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 15 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DK Stillwater GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 7,016,568
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 7,016,568
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,016,568
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.84%
12	TYPE OF REPORTING PERSON** OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 16 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Thomas L. Kempner, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 82,633,418
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 82,633,418
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,633,418
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 17 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stephen M. Dowicz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 82,633,418
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 82,633,418
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,633,418
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)] 9.90%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 18 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Scott E. Davidson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 82,633,418
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 82,633,418
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,633,418
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 19 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Timothy I. Levart
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom & United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 82,633,418
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 82,633,418
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,633,418
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 20 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Robert J. Brivio, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 82,633,418
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 82,633,418
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,633,418
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 21 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Eric P. Epstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 82,633,418
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 82,633,418
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,633,418
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 22 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Anthony A. Yoseloff
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 82,633,418
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 82,633,418
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,633,418
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 23 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Avram Z. Friedman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 82,633,418
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 82,633,418
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,633,418
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 24 of 39 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Conor Bastable
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 82,633,418
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 82,633,418
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,633,418
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.90%
12	TYPE OF REPORTING PERSON** IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 409321106

13G

Page 25 of 39 Pages

ITEM 1(a)	NAME OF ISSUER.

	Hampton Roads Bankshares, Inc. (the "Company")

ITEM 1(b)	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

	999 Waterside Drive, Suite 200 Norfolk, Virginia 23510

ITEM 2(a)

NAME OF PERSON FILING:

This statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons"::

	(i)	Davidson Kempner Partners, a New York limited partnership ("DKP");
	(ii)	Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP");
	(iii)	M. H. Davidson & Co., a New York limited partnership ("CO");
	(iv)	Davidson Kempner International, Ltd., a British Virgin Islands corporation ("DKIL");
	(v)	Davidson Kempner Distressed Opportunities Fund LP, a Delaware limited partnership ("DKDOF");
	(vi)	Davidson Kempner Distressed Opportunities International Ltd., a Cayman Islands exempted company ("DKDOI");
	(vi)	MHD Management Co., a New York limited partnership and the general partner of DKP ("MHD");
	(viii)	MHD Management Co. GP, L.L.C., a Delaware limited liability company and the general partner of MHD (“MHD GP”);
	(ix)	Davidson Kempner Advisers Inc., a New York corporation and the general partner of DKIP ("DKAI"), which is registered as an investment adviser with the U.S. Securities and Exchange Commission;
	(x)	M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company and the general partner of CO (“CO GP”);
	(xi)	Davidson Kempner International Advisors, L.L.C., a Delaware limited liability company and the investment manager of DKIL ("DKIA");
	(xii)	DK Group LLC, a Delaware limited liability company and the general partner of DKDOF ("DKG");
	(xiii)	DK Management Partners LP, a Delaware limited partnership and the investment manager of DKDOI ("DKMP");

CUSIP No. 409321106

13G

Page 26 of 39 Pages

	(xiv)	DK Stillwater GP LLC, a Delaware limited liability company and general partner of DKMP ("DKS"); and
	(xv)	Messrs. Thomas L. Kempner, Jr., Stephen M. Dowicz, Scott E. Davidson, Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman and Conor Bastable (collectively, the "Principals") are managing members of CO GP, MHD GP, DKIA, DKG and stockholders of DKAI. Messrs. Thomas L. Kempner, Jr. and Timothy I. Levart are Executive Managing Member and Deputy Executive Managing Member, respectively, of DKS. Each of Messrs. Kempner and Levart, together with Messrs. Stephen M. Dowicz, Scott E. Davidson, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman and Conor Bastable are limited partners of DKMP.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

ITEM 2(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the principal business office of each of the Reporting Persons is c/o Davidson Kempner Partners, 65 East 55th Street, 19th Floor, New York, New York 10022.

ITEM 2(c)

CITIZENSHIP:

	(i)	DKP – a New York limited partnership
	(ii)	DKIP – a Delaware limited partnership
	(iii)	CO – a New York limited partnership
	(iv)	DKIL – a British Virgin Islands corporation
	(v)	DKDOF - a Delaware limited partnership
	(vi)	DKDOI - a Cayman Islands exempted company
	(vii)	MHD – a New York limited partnership
	(viii)	MHD GP - a Delaware limited liability company
	(ix)	DKAI – a New York corporation
	(x)	CO GP - a Delaware limited liability company
	(xi)	DKIA – a Delaware limited liability company
	(xii)	DKG - a Delaware limited liability company
	(xiii)	DKMP - a Delaware limited partnership
	(xiv)	DKS - a Delaware limited liability company
	(xv)	Thomas L. Kempner, Jr. – United States
	(xvi)	Stephen M. Dowicz – United States
	(xvii)	Scott E. Davidson –United States
	(xviii)	Timothy I. Levart – United Kingdom & United States

CUSIP No. 409321106

13G

Page 27 of 39 Pages

	(xix)	Robert J. Brivio, Jr. – United States
	(xx)	Eric P. Epstein – United States
	(xxi)	Anthony A. Yoseloff – United States
	(xxii)	Avram Z. Friedman – United States
	(xxiii)	Conor Bastable – United States

ITEM 2(d)	TITLE OF CLASS OF SECURITIES:

	Class A common stock, $0.01 par value (the "Common Stock")

ITEM 2(e)	CUSIP NUMBER:

	409321106

ITEM 2(e)

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940; see Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
(g)	¨	Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i)	¨	Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
(j)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

CUSIP No. 409321106

13G

Page 28 of 39 Pages

Item 4.

OWNERSHIP.

The percentages used in this Schedule 13G/A are calculated based upon 834,680,352 shares of Common Stock, which includes (a) 684,680,352 shares of Common Stock outstanding as of November 1, 2010 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, filed on November 9, 2010, and (b) 150,000,000 shares of Common Stock issued on December 28, 2010, as reported on the Company's Current Report on Form 8-K filed on December 29, 2010.

A.	DKP
		(a)	Amount beneficially owned: 13,155,736
		(b)	Percent of class: 1.58 %.
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 13,155,736
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition of: 13,155,736

B.	DKIP
		(a)	Amount beneficially owned: 26,613,249
		(b)	Percent of class: 3.19%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 26,613,249
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 26,613,249

C.	CO
		(a)	Amount beneficially owned: 1,889,662
		(b)	Percent of class: 0.23%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 1,889,662
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 1,889,662

D.	DKIL
		(a)	Amount beneficially owned: 30,665,593
		(b)	Percent of class: 3.67%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 30,665,593
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 30,665,593

CUSIP No. 409321106

13G

Page 29 of 39 Pages

E.	DKDOF
		(a)		Amount beneficially owned: 3,292,610
		(b)		Percent of class: 0.39%
		(c)		Number of shares as to which such person has:
				(i)	Sole power to vote or direct the vote: 0
				(ii)	Shared power to vote or direct the vote: 3,292,610
				(iii)	Sole power to dispose or direct the disposition: 0
				(iv)	Shared power to dispose or direct the disposition: 3,292,610

F.	DKDOI
		(a)		Amount beneficially owned: 7,016,568
		(b)		Percent of class: 0.84%
		(c)		Number of shares as to which such person has:
				(i)	Sole power to vote or direct the vote: 0
				(ii)	Shared power to vote or direct the vote: 7,016,568
				(iii)	Sole power to dispose or direct the disposition: 0
				(iv)	Shared power to dispose or direct the disposition: 7,016,568

G.	CO GP
		(a)		Amount beneficially owned: 1,889,662
		(b)		Percent of class: 0.23%
		(c)		Number of shares as to which such person has:
				(i)	Sole power to vote or direct the vote: 0
				(ii)	Shared power to vote or direct the vote: 1,889,662
				(iii)	Sole power to dispose or direct the disposition: 0
				(iv)	Shared power to dispose or direct the disposition: 1,889,662

H.	MHD
		(a)		Amount beneficially owned: 13,155,736
		(b)		Percent of class: 1.58%
		(c)		Number of shares as to which such person has:
				(i)	Sole power to vote or direct the vote: 0
				(ii)	Shared power to vote or direct the vote: 13,155,736
				(iii)	Sole power to dispose or direct the disposition: 0
				(iv)	Shared power to dispose or direct the disposition: 13,155,736

I.	MHD GP
		(a)	Amount beneficially owned: 13,155,736
		(b)	Percent of class: 1.58%
		(c)	Number of shares as to which such person has:
			(i)		Sole power to vote or direct the vote: 0
			(ii)		Shared power to vote or direct the vote: 13,155,736
			(iii)		Sole power to dispose or direct the disposition: 0
			(iv)		Shared power to dispose or direct the disposition: 13,155,736

CUSIP No. 409321106

13G

Page30 of 39 Pages

J.		DKAI
			(a)	Amount beneficially owned: 26,613,249
			(b)	Percent of class: 3.19%
			(c)	Number of shares as to which such person has:
				(i)		Sole power to vote or direct the vote: 0
				(ii)		Shared power to vote or direct the vote: 26,613,249
				(iii)		Sole power to dispose or direct the disposition: 0
				(iv)		Shared power to dispose or direct the disposition: 26,613,249

K.	DKIA
			(a)		Amount beneficially owned: 30,665,593
			(b)		Percent of class: 3.67%
			(c)		Number of shares as to which such person has:
					(i)	Sole power to vote or direct the vote: 0
					(ii)	Shared power to vote or direct the vote: 30,665,593
					(iii)	Sole power to dispose or direct the disposition: 0
					(iv)	Shared power to dispose or direct the disposition: 30,665,593

L.	DKG
			(a)		Amount beneficially owned: 3,292,610
			(b)		Percent of class: 0.39%
			(c)		Number of shares as to which such person has:
					(i)	Sole power to vote or direct the vote: 0
					(ii)	Shared power to vote or direct the vote: 3,292,610
					(iii)	Sole power to dispose or direct the disposition: 0
					(iv)	Shared power to dispose or direct the disposition: 3,292,610

M.	DKMP
			(a)		Amount beneficially owned: 7,016,568
			(b)		Percent of class: 0.84%
			(c)		Number of shares as to which such person has:
					(i)	Sole power to vote or direct the vote: 0
					(ii)	Shared power to vote or direct the vote: 7,016,568
					(iii)	Sole power to dispose or direct the disposition: 0
					(iv)	Shared power to dispose or direct the disposition: 7,016,568

N.	DKS
			(a)		Amount beneficially owned: 7,016,568
			(b)		Percent of class: 0.84%
			(c)		Number of shares as to which such person has:
					(i)	Sole power to vote or direct the vote: 0
					(ii)	Shared power to vote or direct the vote: 7,016,568
					(iii)	Sole power to dispose or direct the disposition: 0
					(iv)	Shared power to dispose or direct the disposition: 7,016,568

CUSIP No. 409321106

13G

Page31 of 39 Pages

O.	Thomas L. Kempner, Jr.
		(a)	Amount beneficially owned: 82,633,418
		(b)	Percent of class: 9.90%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 82,633,418
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 82,633,418

P.	Stephen M. Dowicz
		(a)	Amount beneficially owned: 82,633,418
		(b)	Percent of class: 9.90%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 82,633,418
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 82,633,418

Q.	Scott E. Davidson
		(a)	Amount beneficially owned: 82,633,418
		(b)	Percent of class: 9.90%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 82,633,418
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 82,633,418

R.	Timothy I. Levart
		(a)	Amount beneficially owned: 82,633,418
		(b)	Percent of class: 9.90%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 82,633,418
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 82,633,418

S.	Robert J. Brivio, Jr
		(a)	Amount beneficially owned: 82,633,418
		(b)	Percent of class: 9.90%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 82,633,418
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 82,633,418

CUSIP No. 409321106

13G

Page 32 of 39 Pages

T.	Eric P. Epstein
		(a)	Amount beneficially owned: 82,633,418
		(b)	Percent of class: 9.90%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 82,633,418
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 82,633,418

U.	Anthony A. Yoseloff
		(a)	Amount beneficially owned: 82,633,418
		(b)	Percent of class: 9.90%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 82,633,418
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 82,633,418

V.	Avram Z. Friedman
		(a)	Amount beneficially owned: 82,633,418
		(b)	Percent of class: 9.90%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 82,633,418
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 82,633,418

W.	Conor Bastable
		(a)	Amount beneficially owned: 82,633,418
		(b)	Percent of class: 9.90%
		(c)	Number of shares as to which such person has:
			(i)	Sole power to vote or direct the vote: 0
			(ii)	Shared power to vote or direct the vote: 82,633,418
			(iii)	Sole power to dispose or direct the disposition: 0
			(iv)	Shared power to dispose or direct the disposition: 82,633,418

CUSIP No. 409321106

13G

Page 33 of 39 Pages

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

	Not Applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

	Not Applicable.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

	Not Applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

	See Item 4.

Item 9.	NOTICE OF DISSOLUTION OF GROUP.

	Not Applicable.

Item 10.

CERTIFICATION. (if filing pursuant to Rule 13d-1(c))

Each of the Reporting Persons hereby makes the following certification:

By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect..

CUSIP No. 409321106

13G

Page 34 of 39 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 10, 2011	DAVIDSON KEMPNER PARTNERS
	By: MHD Management Co.,
	its General Partner

	By: MHD Management Co. GP, L.L.C.,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.
	By: Davidson Kempner Advisers Inc.,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	President

	M.H. DAVIDSON & CO.
	By: M.H. Davidson & Co. GP, L.L.C.,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	M.H. DAVIDSON & CO. GP, L.L.C.

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member



	DAVIDSON KEMPNER INTERNATIONAL, LTD.
	By: Davidson Kempner International Advisors, L.L.C.,
	its Investment Manager

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

CUSIP No. 409321106

13G

Page 35 of 39 Pages

	MHD MANAGEMENT CO.
	By: MHD Management Co. GP, L.L.C.,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	MHD MANAGEMENT CO. GP, L.L.C.

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DAVIDSON KEMPNER ADVISERS INC.

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	President

	DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C.

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP
	By: DK Group LLC,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member



	DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.
	By: DK Management Partners LP,
	its Investment Manager

	By: DK Stillwater GP LLC,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

CUSIP No. 409321106

13G

Page 36 of 39 Pages

	DK GROUP LLC

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DK MANAGEMENT PARTNERS LP
	By: DK Stillwater GP LLC,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DK STILLWATER GP LLC

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member


	/s/ Thomas L. Kempner, Jr.
	Thomas L. Kempner, Jr.

	/s/ Stephen M. Dowicz
	Stephen M. Dowicz

	/s/ Scott E. Davidson
	Scott E. Davidson

	/s/ Timothy I. Levart
	Timothy I. Levart


	/s/ Robert J. Brivio, Jr.
	Robert J. Brivio, Jr.

	/s/ Eric P. Epstein
	Eric P. Epstein

	/s/ Anthony A. Yoseloff
	Anthony A. Yoseloff

	/s/ Avram Z. Friedman
	Avram Z. Friedman

	/s/ Conor Bastable
	Conor Bastable

CUSIP No. 409321106

13G

Page 37 of 39 Pages

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: February 10, 2011	DAVIDSON KEMPNER PARTNERS
	By: MHD Management Co.,
	its General Partner

	By: MHD Management Co. GP, L.L.C.,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.
	By: Davidson Kempner Advisers Inc.,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	President

	M.H. DAVIDSON & CO.
	By: M.H. Davidson & Co. GP, L.L.C.,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	M.H. DAVIDSON & CO. GP, L.L.C.

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DAVIDSON KEMPNER INTERNATIONAL, LTD.
	By: Davidson Kempner International Advisors, L.L.C.,
	its Investment Manager

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

CUSIP No. 409321106

13G

Page 38 of 39 Pages

	MHD MANAGEMENT CO.
	By: MHD Management Co. GP, L.L.C.,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	MHD MANAGEMENT CO. GP, L.L.C.

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DAVIDSON KEMPNER ADVISERS INC.

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	President

	DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C.

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP
	By: DK Group LLC,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.
	By: DK Management Partners LP,
	its Investment Manager

	By: DK Stillwater GP LLC,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

CUSIP No. 409321106

13G

Page 39 of 39 Pages

	DK GROUP LLC

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DK MANAGEMENT PARTNERS LP
	By: DK Stillwater GP LLC,
	its General Partner

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	DK STILLWATER GP LLC

	/s/ Thomas L. Kempner, Jr.
	Name:	Thomas L. Kempner, Jr.
	Title:	Executive Managing Member

	/s/ Thomas L. Kempner, Jr.
	Thomas L. Kempner, Jr.

	/s/ Stephen M. Dowicz
	Stephen M. Dowicz

	/s/ Scott E. Davidson
	Scott E. Davidson

	/s/ Timothy I. Levart
	Timothy I. Levart


	/s/ Robert J. Brivio, Jr.
	Robert J. Brivio, Jr.

	/s/ Eric P. Epstein
	Eric P. Epstein

	/s/ Anthony A. Yoseloff
	Anthony A. Yoseloff

	/s/ Avram Z. Friedman
	Avram Z. Friedman

	/s/ Conor Bastable
	Conor Bastable