Federal Reserve Bank of New York

• BlackRock Financial Management, Inc.
• 41 pages
• Public
• November 25, 2008

INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT, made as of the 25th day of November, 2008, by and among the Federal Reserve Bank of New York (“FRB-NY”), BlackRock Financial Management, Inc. (the “Manager”) and Maiden Lane III LLC (the “Borrower”), sets forth the terms under which the Manager shall provide investment management services to FRB-NY (the “Agreement”).

WHEREAS, FRB-NY, the Borrower, American International Group, Inc. (“AIG”) and Bank of New York Mellon, are parties to a master investment and credit agreement, dated as of November 25, 2008 (as the same may from time to time be amended, supplemented or other modified, the “Credit Agreement”);

WHEREAS the obligations of the Borrower under the Credit Agreement are secured by specified assets of the Borrower pursuant to a security agreement, dated as of November 25, 2008 (as the same may from time to time be amended, supplemented or otherwise modified, the “Security Agreement”) among the Borrower, FRB-NY, and The Bank of New York Mellon;

WHEREAS, pursuant to the Credit Agreement and the Security Agreement, the Borrower has agreed that FRB-NY, as the “Controlling Party”, has the right to manage the assets of the Borrower held in the Collateral Account, including the Expense Reimbursement Sub-Account, the Investment Reserve Sub-Account and all other sub-accounts established thereunder (the “Collateral”), including but not limited to the investment securities purchased by the Borrower pursuant to the Forward Purchase Agreements (the “CDO Issues”), assets (“Assets from CDO Liquidation”) acquired by the Borrower in the liquidation of any Collateralized Debt Obligation (“CDO”) to which a CDO Issue relates (a “CDO Liquidation”) and other assets held by the Borrower for cash management.

WHEREAS, FRB-NY has all requisite authority to appoint one or more investment managers to supervise and direct the investment, management and reinvestment of the Collateral under the direct or indirect control of FRB-NY;

WHEREAS, FRB-NY desires to delegate its management rights to a professional investment manager;

WHEREAS, the Manager is acknowledged as an expert in mortgages, loans, structured finance and risk management;

NOW THEREFORE, for and in consideration of the premises and of the mutual covenants herein contained, the parties hereby agree as follows:

I. Definitions. Capitalized terms used herein but not otherwise defined shall have the meaning assigned to such terms as of the date hereof in the Security Agreement or the Credit Agreement, as applicable. If there is a conflict between the definitions in this Agreement and the definitions used in any Transaction Document, the definitions in this Agreement shall apply.

Appointment and Status as Manager.

2.1 Appointment as Manager. FRB-NY hereby appoints the Manager as the “Manager” for the Collateral. The Manager does hereby accept said appointment and by its execution of this Agreement the Manager represents and warrants that it is registered with the Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”), and such registration is current and will remain in full force and effect.

2.2 Agent Status. The Manager acknowledges that for purposes of this Agreement it is solely the agent of FRB-NY. The Manager shall have no obligation to take the interests of the Equity Investor (or any other party) into consideration when making decisions concerning the management of the Collateral. 2.3 Duty of Care. The Manager shall, subject to the terms and conditions hereof, perform its obligations hereunder (including in respect of any exercise of discretion) with reasonable care, (i) using a degree of skill and attention no less than that which the Manager exercises with respect to comparable assets that it manages for itself and others having similar investment objectives and restrictions and (ii) to the extent not inconsistent with the foregoing, in a manner consistent with the practices and procedures followed by other institutional asset managers of national standing relating to assets of the nature and character of the Collateral; provided that the Manager shall not be liable for any loss or damages resulting from any failure to satisfy the foregoing standard of care except to the extent provided in Sections 5.1.5 and 14 hereof.

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Notices. All notices required or permitted to be sent under this Agreement shall be sent, if to the Manager:

BlackRock Financial Management, Inc.
55 East 52nd Street
New York, NY 10055

with copy to:
BlackRock Financial Management, Inc.
40 East 52nd Street
New York, NY 10022

if to FRB-NY:
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045-0001

or if to FRB-NY’s Chief Compliance Officer:
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045-0001

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