This Agreement, made and entered into as of November 25, 2008, by and between Maiden Lane III LLC., a Delaware limited liability company ("ML III"), and AIG Financial Products Corp., a Delaware corporation ("AIG-FP").

WITNESSETH:

WHEREAS, as of October 31, 2008, AIG-FP was party to the derivative transactions listed on Schedule A hereto (the "Derivative Transactions"), with an aggregate notional value of$53,510,385,969;

WHEREAS, AIG-FP and ML III have entered into a termination agreement with each counterparty to the Derivative Transactions, each with a trade date of November 10, 2008 (the "Termination Agreements"), whereby inter alia, each Derivative Transaction would be terminated and each of the parties to the Derivative Transactions would be released of all of its duties and obligations thereunder;

WHEREAS, ML III has entered into a forward purchase agreement with each counterparty to the Derivative Transactions (the "Purchase Agreements") whereby ML III will purchase certain CDO Issues underlying the Derivative Transactions;

WHEREAS, ML III has entered into the Master Investment and Credit Agreement, dated as of November 25, 2008, with the Federal Reserve Bank of New York, American International Group, Inc. ("AIG") and The Bank of New York Mellon (the "Master Investment and Credit Agreement") in connection with obtaining certain loans and equity contributions to purchase the CDO Issues;

WHEREAS, ML III entered into the Purchase Agreements and the Master Investment and Credit Agreement in partial reliance on AIG-FP's promise to make the payments, if any, described herein and AIG-FP has entered into the Termination Agreements in partial reliance on ML III's promises to make the payments, if any, described herein;

WHEREAS, AIG-FP has delivered collateral to the counter parties to the Derivative Transactions (the "Counter parties") as set forth on Schedule A hereto, as previously determined by ML III or its designee (s), in consultation with AIG-FP (with respect to each Derivative Transaction, the "Posted Collateral"); and

WHEREAS, as of October 31, 2008, the difference between the notional value of each Derivative Transaction and the market value of the related CDO Issue, or portion of a CDO Issue, as applicable, underlying such Derivative Transaction was as set forth in Schedule A hereto under the heading "Negative Mark-to-Market," as previously determined by ML III or its designee (s), in consultation with AIG-FP (with respect to each Derivative Transaction, the "Transaction Value");

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1. Definitions. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Purchase Agreements, or, if not defined therein, the Master Investment and Credit Agreement.

(a) "Adjustment Date" means the fifth Business Day following the final Forward Closing Date, or such other date as may be agreed to by ML III and AIG-FP.

(b) "Collateral Excess Amount" means, with respect to each Derivative Transaction, the amount by which (i) the Posted Collateral for the portion of the Derivative Transaction that terminated as a result of consummation of the transactions contemplated by the related Termination Agreement and Forward Purchase Agreement exceeds (ii) the Transaction Value for such consummated transactions.

(c) "Collateral Shortfall Amount" means, with respect to each Derivative Transaction, the amount by which (i) the Transaction Value for the portion of the Derivative Transaction that terminated as a result of consummation of the transactions contemplated by the related Termination Agreement and Forward Purchase Agreement exceeds (ii) the Posted Collateral for such portion of such terminated Derivatives Transaction.

2. Adjustment Payments.

(a) On the Adjustment Date, if the aggregate Collateral Excess Amounts exceed the aggregate Collateral Shortfall Amounts, ML III shall, on the Adjustment Date, pay or cause to be paid, in immediately available funds, the amount of such excess to AIG-FP.

(b) On the Adjustment Date, if the aggregate Collateral Shortfall Amounts exceed the aggregate Collateral Excess Amounts, AIG-FP shall pay, in immediately available funds, the amount of such excess to ML III for credit to the Collateral Account.

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