<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>nyc011069921.txt
<DESCRIPTION>EXHIBIT B - LETTER AGREEMENT
<TEXT>

                                                             EXHIBIT B

                                                             November 15, 2005

C. V. Starr & Co., Inc. 399 Park Avenue New York, NY 10002

Credit Suisse First Boston Capital LLC
Eleven Madison Avenue
New York, NY 10010


Deal ID: AIG#04

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Dear Sir or Madam,

The purpose of this letter agreement (this "Confirmation") is to confirm
certain terms and conditions of the Transaction to be entered into between us
on the Trade Date specified below (the "Transaction"). The confirmation
applicable to the Transaction shall constitute a "Confirmation" for the
purposes of the Agreement and shall consist of this Confirmation as
supplemented by the trade details applicable to the Transaction set forth in
the Transaction Supplement attached hereto as Annex C.

In this  Confirmation,  "CSFB" means Credit  Suisse First Boston  Capital LLC,
"Counterparty"  means C. V. Starr & Co.,  Inc.  and  "Agent"  means  Credit
Suisse  First  Boston  LLC,  solely in its  capacity as agent for CSFB and
Counterparty.

1.       The definitions and provisions contained in the 2000 ISDA Definitions
         (the "2000 Definitions") and the 2002 ISDA Equity Derivatives
         Definitions (the "2002 Definitions" and, together with the 2000
         Definitions, the "Definitions"), each as published by the
         International Swaps and Derivatives Association, Inc. ("ISDA"), are
         incorporated into this Confirmation. In the event of any
         inconsistency between the 2000 Definitions and the 2002 Definitions,
         the 2002 Definitions will govern. In the event of any inconsistency
         between the Definitions and this Confirmation, this Confirmation will
         govern, and in the event of any inconsistency between this
         Confirmation and the Transaction Supplement, the Transaction
         Supplement shall govern. The Transaction shall be deemed to be a
         Share Forward Transaction within the meaning set forth in the 2002
         Definitions, and shall consist of individual Components as described
         below.

         This Confirmation shall supplement, form a part of and be subject to
         an agreement (the "Agreement") in the form of the 1992 ISDA Master
         Agreement (Multicurrency - Cross Border) (the "ISDA Form"), as
         published by ISDA, as if CSFB and Counterparty had executed the ISDA
         Form (without any Schedule thereto) on the date hereof. All
         provisions contained in the Agreement are incorporated into and shall
         govern this Confirmation except as expressly modified below. This
         Confirmation evidences a complete and binding agreement between you
         and us as to the terms of the Transaction to which it relates and
         replaces any previous agreement between us with respect to the
         subject matter hereof and together with the Transaction Supplement
         shall constitute a "Confirmation" with respect to the Agreement. This
         Confirmation, together with the Transaction Supplement and all other
         confirmations or agreements between us referencing the ISDA Form,
         shall be deemed to supplement, form part of and be subject to the
         same, single Agreement.

         If there exists any ISDA Master Agreement between CSFB and
         Counterparty or any confirmation or other agreement between CSFB and
         Counterparty pursuant to which an ISDA Master Agreement is deemed to
         exist between CSFB and Counterparty, then notwithstanding anything to
         the contrary in such ISDA Master Agreement, such confirmation or
         agreement or any other agreement to which CSFB and Counterparty are
         parties, this Transaction shall not be considered a Transaction
         under, or otherwise governed by, such existing or deemed ISDA Master
         Agreement.

2.       The terms of the particular Transaction to which this Confirmation
         relates are as follows:

         General Terms:

             Trade Date:                As set forth in the Transaction
                                        Supplement, to be the date of completion
                                        of CSFB's Initial Hedge.

             Seller:                    Counterparty

             Buyer:                     CSFB

             Shares:                    Common stock of American International
                                        Group, Inc. (the "Issuer") (Exchange
                                        Symbol: Ticker: "AIG").

             Components:                The Transaction will consist of
                                        individual Components each with the
                                        terms and conditions as set forth in
                                        this Confirmation. The payments and
                                        deliveries to be made upon settlement of
                                        the Transaction shall be determined
                                        separately for each Component as if such
                                        Component were a separate Transaction.

             Number of Shares:          As set forth in the Transaction
                                        Supplement. For purposes of determining
                                        the payments and deliveries to be made
                                        upon settlement of any Component, the
                                        Number of Shares for each such Component
                                        shall be 1/10th of the Number of Shares,
                                        with any fractional share amount to be
                                        included in the final Component.

             Prepayment:                Applicable

             Conditions to CSFB's
             Obligation to Pay
             Prepayment Amount:         It shall be a condition to CSFB's
                                        obligation to pay any Prepayment Amount
                                        hereunder on any Prepayment Date that
                                        (i) the Transaction Supplement shall
                                        have been executed by the parties hereto
                                        and (ii) Counterparty shall have
                                        performed its obligations under
                                        paragraphs 4.a., "Delivery of
                                        Collateral," and 5, "Agreements to
                                        Deliver Documents," below.

             Prepayment Amount:         As specified in the Transaction
                                        Supplement.

             Variable Obligation:       Applicable

             Forward Floor Price:       As specified in the Transaction
                                        Supplement.

             Forward Cap Price:         As specified in the Transaction
                                        Supplement.

             CSFB's Initial Hedge:      Upon the execution of this Confirmation,
                                        CSFB (or an affiliate of CSFB) shall
                                        promptly establish CSFB's initial hedge
                                        of the price and market risk under the
                                        Transaction.

                                        CSFB's Initial Hedge shall be
                                        established by selling shares in
                                        transactions conforming to the
                                        manner-of-sale conditions described in
                                        Rule 144(f) and (g) under the Securities
                                        Act of 1933, as amended.

             Exchange:                  New York Stock Exchange

             Related Exchange(s):       All Exchanges

             Valuation:

             Valuation Date:            For each Component, the date as set
                                        forth in the Transaction Supplement (or,
                                        if such date is not a Scheduled Trading
                                        Day, the next following Scheduled
                                        Trading Day that is not already a
                                        Valuation Date for another Component);
                                        provided that if such date is a
                                        Disrupted Day, the Valuation Date for
                                        such Component shall be the first
                                        succeeding Scheduled Trading Day that is
                                        not a Disrupted Day and that is not or
                                        is not deemed to be a Valuation Date in
                                        respect of any other Component under the
                                        Transaction; and provided further that
                                        if the Valuation Date for any Component
                                        has not occurred pursuant to the
                                        preceding proviso as of the eighth
                                        Scheduled Trading Day following the last
                                        Scheduled Valuation Date under the
                                        Transaction, that eighth Scheduled
                                        Trading Day shall be the Valuation Date
                                        for such Component (irrespective of
                                        whether such day is a Valuation Date in
                                        respect of any other Component) and the
                                        Calculation Agent shall determine its
                                        good faith estimate of the value for the
                                        Shares as of the Valuation Time on that
                                        eighth Scheduled Trading Day.
                                        Notwithstanding the foregoing and
                                        anything to the contrary in the 2002
                                        Definitions, if a Market Disruption
                                        Event occurs on any Valuation Date, the
                                        Calculation Agent may determine that
                                        such Valuation Date is a Disrupted Day
                                        only in part, in which case the
                                        Calculation Agent shall make adjustments
                                        to the number of Shares for the relevant
                                        Component for which such day shall be
                                        the Valuation Date and shall designate
                                        the Scheduled Trading Day determined in
                                        the manner described in the immediately
                                        preceding sentence as the Valuation Date
                                        for the remaining Shares for such
                                        Component. Such determination and
                                        adjustments will be based on, among
                                        other factors, the duration of any
                                        Market Disruption Event and the volume,
                                        historical trading patterns and price of
                                        the Shares.

             Market Disruption Event:   Section 6.3(a) of the 2002 Definitions
                                        is hereby amended by replacing clause
                                        (ii) thereof in its entirety with the
                                        following: "(ii) an Exchange Disruption,
                                        or" and inserting immediately following
                                        clause (iii) thereof the following: ";
                                        in each case that the Calculation Agent
                                        determines is material."

             Relevant Price:            VWAP Price

             VWAP Price:                On any day, the "Volume Weighted Average
                                        Price" per Share on such day, as
                                        displayed on Bloomberg Page "AQR" (or
                                        any successor thereto) for the Issuer
                                        with respect to the period from 9:30
                                        a.m. to 4:00 p.m. (New York City time)
                                        on such day, as determined by the
                                        Calculation Agent.

         Settlement Terms:

             Physical Settlement:        Applicable

             Settlement method Election: Applicable; provided that the
                                         Settlement Method Election shall
                                         apply to all Components

             Electing Party:             Counterparty

             Settlement Method
             Election Date:              The date that is 10 Scheduled
                                         Trading Days prior to the first
                                         Valuation Date

             Default Settlement Method:  Physical Settlement

             Settlement Price:           The Relevant Price

             Automatic Physical
             Settlement:                 If (x) Counterparty has not elected
                                         Cash Settlement, (y) by 10:00 a.m.,
                                         New York City time, on the Settlement
                                         Date, Counterparty has not otherwise
                                         effected delivery of the Number of
                                         Shares to be Delivered and (z) the
                                         collateral then held hereunder by or
                                         on behalf of CSFB includes Shares with
                                         respect to which the Representation
                                         and Agreement set forth in Section
                                         9.11 of the 2002 Definitions are true
                                         and satisfied (or, at the absolute
                                         discretion of CSFB, Shares with
                                         respect to which such Representation
                                         and Agreement are not true or
                                         satisfied), then the delivery required
                                         by Section 9.2 of the Equity
                                         Definitions shall be effected, in
                                         whole or in part, as the case may be
                                         by delivery from the Collateral
                                         Account (as defined below under
                                         "Collateral Provisions") to CSFB of a
                                         number of Shares equal to the Number
                                         of Shares to be Delivered.

             Settlement Currency:        USD

         Dividends:

             Extraordinary Dividend:     Any dividend or distribution on the
                                         Shares (other than any dividend or
                                         distribution of the type described in
                                         Section 11.2(e)(i) or Section
                                         11.2(e)(ii)(A) or (B) of the 2002
                                         Definitions) the amount or value of
                                         which exceeds the Ordinary Dividend
                                         Amount for such dividend or
                                         distribution, as determined by the
                                         Calculation Agent.

             Ordinary Dividend Amount:   The amount paid in respect of any
                                         dividend or distribution on the Shares
                                         for which the ex-dividend date falls
                                         within any quarterly period set forth
                                         in the table below, in an aggregate
                                         amount up to, but not exceeding, the
                                         amount specified for each such
                                         quarterly period (with the
                                         corresponding dates subject to
                                         adjustment upon determination of the
                                         Trade Date).

                                         4th calendar quarter 2005: USD 0.150

                                         1st calendar quarter 2006: USD 0.150
                                         2nd calendar quarter 2006: USD 0.150
                                         3rd calendar quarter 2006: USD 0.168
                                         4th calendar quarter 2006: USD 0.168

                                         1st calendar quarter 2007: USD 0.168
                                         2nd calendar quarter 2007: USD 0.168
                                         3rd calendar quarter 2007: USD 0.188
                                         4th calendar quarter 2007: USD 0.188

                                         1st calendar quarter 2008: USD 0.188
                                         2nd calendar quarter 2008: USD 0.188
                                         3rd calendar quarter 2008: USD 0.211

             Payment Obligation in
             Respect of Extraordinary
             Dividends:                  In the event of any Extraordinary
                                         Dividend received by Counterparty,
                                         Counterparty shall make a cash payment
                                         to CSFB, on the date such
                                         Extraordinary Dividend is paid to
                                         holders of Shares, in an amount equal
                                         to the product of (i) the Number of
                                         Shares on the ex-dividend date for
                                         such Extraordinary Dividend and (ii)
                                         the excess, if any, of the per share
                                         amount or value of such Extraordinary
                                         Dividend over the Ordinary Dividend
                                         Amount for such Extraordinary
                                         Dividend, as determined by the
                                         Calculation Agent.

             Excess Dividend Amount:     For the avoidance of doubt, all
                                         references to the Excess Dividend
                                         Amount shall be deleted from Section
                                         8.4(b) and 9.2(a)(iii) of the 2002
                                         Definitions.

         Share Adjustments:

             Potential Adjustment
             Events:                     If an event occurs that constitutes
                                         both a Potential Adjustment Event
                                         under Section 11.2(e)(ii)(C) of the
                                         2002 Definitions and a Spin-off as
                                         described below, it shall be treated
                                         hereunder as a Spin-off and not as a
                                         Potential Adjustment Event.

             Method of Adjustment:       Calculation Agent Adjustment

             Spin-off:                   A distribution of New Shares (the
                                         "Spin-off Shares") of a subsidiary of
                                         the Issuer (the "Spin-off Issuer") to
                                         holders of the Shares (the "Original
                                         Shares"). With respect to a Spin-off,
                                         "New Shares" shall have the meaning
                                         provided in Section 12.1(i) of the
                                         2002 Definitions except that the
                                         phrase immediately preceding clause
                                         (i) thereof shall be replaced by the
                                         following: "`New Shares" means
                                         ordinary or common shares of the
                                         Spin-off Issuer that are, or that as
                                         of the ex-dividend date of such
                                         Spin-off are scheduled promptly to
                                         be,".

             Consequences of Spin-offs:  As of the ex-dividend date of a
                                         Spin-off, (i) "Shares" shall mean the
                                         Original Shares and the Spin-off
                                         Shares; (ii) the Transaction shall
                                         continue but as a Share Basket Forward
                                         Transaction with a Number of Baskets
                                         equal to the Number of Shares prior to
                                         such Spin-off, and each Basket shall
                                         consist of one Original Share and a
                                         number of Spin-off Shares that a
                                         holder of one Original Share would
                                         have been entitled to receive in such
                                         Spin-off; and (iii) the Calculation
                                         Agent shall make such adjustments to
                                         the exercise, settlement, payment or
                                         any other terms of the Transaction as
                                         the Calculation Agent determines
                                         appropriate to account for the
                                         economic effect on the Transaction of
                                         such Spin-off (provided that no
                                         adjustments will be made to account
                                         solely for changes in volatility,
                                         expected dividends, stock loan rate or
                                         liquidity relevant to the Shares or to
                                         the Transaction), which may, but need
                                         not, be determined by reference to the
                                         adjustment(s) made in respect of such
                                         Spin-off by an options exchange to
                                         options on the Shares traded on such
                                         options exchange. As of the
                                         ex-dividend date of any subsequent
                                         Spin-off, the Calculation Agent shall
                                         make adjustments to the composition of
                                         the Basket and other terms of the
                                         Transaction in accordance with the
                                         immediately preceding sentence.

         Extraordinary Events:

              Consequences of Merger Events:

                  Share-for-Share:       Calculation Agent Adjustment

                  Share-for-Other:       Cancellation and Payment

                  Share-for-Combined:    Component Adjustment

                  Composition of
                  Combined
                  Consideration:         Not Applicable

              Tender Offer:              Applicable

              Consequences of Tender Offers:

                  Share-for-Share:       Calculation Agent Adjustment

                  Share-for-Other:       Calculation Agent Adjustment

                  Share-for-Combined:    Calculation Agent Adjustment

              Nationalization,
              Insolvency
              or Delisting:              Cancellation and Payment

         Additional Disruption Events:

              Change in Law:             Applicable

              Failure to Deliver:        Not Applicable

              Insolvency Filing:         Applicable

              Hedging Disruption:        Not Applicable

              Increased Cost of Hedging: Not Applicable

              Loss of Stock Borrow:      Applicable, provided that the phrase
                                         "at a rate equal to or less than the
                                         Maximum Stock Loan Rate" at the end of
                                         the definition of Loss of Stock Borrow
                                         shall be deleted, and, for the
                                         avoidance of doubt, for purposes of
                                         determining any Cancellation Amount
                                         payable as the result of a Loss of
                                         Stock Borrow, the Determining Party
                                         may take into account any amounts
                                         payable by the Hedging Party under any
                                         buy-in provisions contained in any
                                         securities loan agreements governing
                                         loans of Shares borrowed in respect of
                                         the Transaction.

              Maximum Stock Loan Rate:   Not Applicable

              Increased Cost of Stock
              Borrow:                    Not Applicable

              Hedging Party:             CSFB

         Determining Party:              CSFB

         Non-Reliance:                   Applicable

         Agreements and Acknowledgments
         Regarding Hedging Activities:   Applicable

         Additional Acknowledgments:     Applicable

         Credit Support Documents:       Section 4 shall be a Credit Support
                                         Document under the Agreement with
                                         respect to Counterparty.

                                         Guarantee dated May 16, 2001 made by
                                         Credit Suisse First Boston (USA),
                                         Inc., a Delaware corporation, in
                                         favour of each and every counterparty
                                         to one or more Financial Transactions
                                         (as defined therein) with CSFB shall
                                         be a Credit Support Document under the
                                         Agreement with respect to CSFB.

         Credit Support Provider
         for CSFB:                       Credit Suisse First Boston (USA),
                                         Inc.

         Account Details:

              Payments to CSFB:          To be advised under separate cover
                                         prior to the Trade Date

              Payments to Counterparty:  Bank:          The Bank of New York
                                         Bank Address:  1 Wall Street,
                                                        New York, NY 10286
                                         ABA Number:    021000018

                                         Beneficiary:   Pershing LLC
                                         Beneficiary Account Number:
                                                     890-051238-5 (Pershing LLC)
                                         Ultimate Beneficiary:  C. V. Starr
                                                                   & Co., Inc.
                                         Ultimate Beneficiary Account Number:
                                                     216-546325

              Delivery of Shares
              to CSFB:                   Credit Suisse First Boston LLC
                                           DTC# 355
                                         Reference A/C #   2P0WN0
                                         Account Name:     Special Custody
                                                           Account for Credit
                                                           Suisse First
                                         Boston Capital LLC
                                         Ref. Sub-A/C #    2P0P90
                                         Ref. Sub-A/C
                                         Name:             C. V. Starr &
                                                           Co., Inc.

         Office:                         CSFB is acting through its New York
                                         Office for the purposes of the
                                         Transaction; Counterparty is not a
                                         Multibranch Party.

         Calculation Agent:              CSFB. The Calculation Agent will have
                                         no responsibility for good faith
                                         errors or omissions in any
                                         determination under the Transaction.

3. Other Provisions:

              Reimbursement Obligation:

                  Counterparty shall make monthly cash payments to CSFB from
                  time to time in an amount sufficient to reimburse CSFB for
                  any costs exceeding 0.55% for the borrowing of Shares in
                  connection with hedging CSFB's exposure to the Transaction;
                  provided, however, that such incurred costs are in effect
                  for a period exceeding 5 (five) days and if Counterparty
                  fails to make such payments, CSFB may declare an Early
                  Termination Date with Counterparty as the sole Affected
                  Party and this Transaction as the only Terminated
                  Transaction.

              Termination by Counterparty:

                  At any time, Counterparty may terminate the Transaction in
                  whole or in part upon 35 Exchange Business Days' prior
                  written notice to CSFB (the termination date specified in
                  such notice, the "Optional Termination Date"). If
                  Counterparty terminates the Transaction in whole,
                  Counterparty shall make a cash payment (or deliver
                  equivalent value in Shares from the Collateral Account (as
                  defined below)) to CSFB on the Optional Termination Date in
                  an amount equal to the amount that would be payable under
                  Section 6 of the Agreement if (i) such Optional Termination
                  Date were an Early Termination Date (without regard to the
                  provisions set forth under "Payment on Early Termination"
                  below), (ii) Counterparty were the sole Affected Party and
                  (iii) the Transaction were the only Terminated Transaction.
                  If Counterparty terminates the Transaction in part,
                  Counterparty shall specify the number of Shares with respect
                  to which the Transaction is to be terminated and
                  Counterparty shall make a cash payment (or deliver
                  equivalent value in Shares from the Collateral Account (as
                  defined below)) to CSFB on the Optional Termination Date in
                  an amount equal to the amount that would be payable under
                  Section 6 of the Agreement if (i) such Optional Termination
                  Date were an Early Termination Date (without regard to the
                  provision set forth under "Payments on Early Termination"
                  below), (ii) Counterparty were the sole Affected Party and
                  (iii) the Transaction were the only Terminated Transaction;
                  provided that (a) for purposes of such calculation, the
                  Number of Shares shall be deemed to be such number of Shares
                  with respect to which the Transaction is to be terminated,
                  (b) the Number of Shares shall be reduced by such number of
                  Shares with respect to which such Transaction is to be
                  terminated, and (c) the Number of Shares with respect to
                  each Component shall also be reduced proportionately.

              Additional Representations, Warranties and Acknowledgements of
              Counterparty:

                  Counterparty hereby represents, warrants or acknowledges, as
                  the case may be, to CSFB that:

              1.  From the date three months prior to the date hereof, and as of
                  every day from the date hereof to and including the Trade
                  Date, neither Counterparty nor any person who would be
                  considered to be the same "person" as Counterparty or "acting
                  in concert" with Counterparty (as such terms are used in
                  clauses (a)(2) and (e)(3)(vi) of Rule 144 under the Securities
                  Act of 1933, as amended (the "Securities Act")) has, without
                  the written consent of CSFB, sold any Shares or hedged
                  (through swaps, options, short sales or otherwise) any long
                  position in the Shares, except in connection with the sale of
                  up to 3,282,377 Shares pursuant to the Master Terms and
                  Conditions for Pre-Paid Forward Contracts, dated as of
                  November 15, 2005 (the "Citibank Master Confirmation"), by and
                  between C. V. Starr & Co., Inc. and Citibank, N.A.
                  Counterparty does not know or have any reason to believe that
                  the Issuer has not complied with the reporting requirements
                  contained in Rule 144(c)(1) under the Securities Act.

              2.  As of every day from the date hereof to and including the
                  Trade Date, Counterparty is an "eligible contract participant"
                  as such term is defined in Section 1a(12) of the Commodity
                  Exchange Act, as amended.

              3.  As of the date hereof Counterparty is not in possession of any
                  material non-public information for purposes of the
                  prohibition on insider trading under the federal securities
                  laws ("MNPI") regarding the Issuer and, in the event that
                  Counterparty obtains MNPI regarding the Issuer prior to, and
                  including, the Trade Date, Counterparty shall immediately
                  inform CSFB without specifying the nature of such MNPI and
                  Counterparty acknowledges that CSFB (or its affiliate) shall
                  immediately cease selling shares in connection with CSFB's
                  Initial Hedge.

              4.  As of the date hereof and as of the Trade Date, Counterparty
                  is not and, after giving effect to the transactions
                  contemplated hereby, will not be an "investment company" as
                  such term is defined in the Investment Company Act of 1940, as
                  amended.

              5.  As of the date hereof and as of the Trade Date, Counterparty
                  is solvent and able to pay its debts as they come due, with
                  assets, excluding the Initial Pledged Items, and all assets
                  pledged under the Uncommitted Revolving Secured Advance Note,
                  dated as of April 21, 2005, by C.V. Starr & Co., Inc. in favor
                  of HSBC Bank USA, National Association, as extended pursuant
                  to the letter agreement dated as of June 27, 2005, the related
                  Pledge and Security Agreement, dated as of June 2, 1999, by
                  C.V. Starr & Co., Inc. in favor of HSBC Bank USA, N.A., as
                  amended on October 18, 2005, and the related Pledge and
                  Security Agreement, dated as of December 6, 2000, by C.V.
                  Starr & Co., Inc. in favor of HSBC Bank USA, N.A., as amended
                  on November 2, 2005, as well as all assets pledged under the
                  $70,000,000 Consolidating Promissory Note, dated as of
                  September 25, 1995, by C.V. Starr & Co., Inc. in favor of The
                  Bank of New York and the related General Loan and Security
                  Agreement, dated as of September 25, 1995, by C.V. Starr &
                  Co., Inc. in favor of The Bank of New York, as amended by
                  Amendment No. 1, dated as of October 7, 2005, between C.V.
                  Starr & Co., Inc. and The Bank of New York, as well as assets
                  pledged under the Citibank Master Confirmation, having a fair
                  value greater than liabilities and with capital sufficient to
                  carry on the businesses in which it engages.

              6.  Counterparty (a) has timely filed, caused to be timely filed
                  or will timely file or cause to be timely filed all material
                  tax returns that are required to be filed by it as of the date
                  hereof and (b) has as of the date hereof paid all material
                  taxes shown to be due and payable on said returns or on any
                  assessment made against it or any of its property and all
                  other material taxes, assessments, fees, liabilities or other
                  charges imposed on it or any of its property by any
                  governmental authority, unless in each case the same are being
                  contested in good faith. For purposes of determining whether a
                  tax return has been timely filed, any extensions shall be
                  taken into account.

              7.  Counterparty's holding period (calculated in accordance with
                  Rule 144(d) under the Securities Act) with respect to the
                  Initial Pledged Items commenced on a date at least two years
                  prior to the date hereof.

              8.  As of the Trade Date other than financing statements or other
                  similar or equivalent documents or instruments with respect to
                  the security interests in the Collateral created by Section 4
                  below, no financing statement, security agreement or similar
                  or equivalent document or instrument covering all or any part
                  of the Collateral is on file or of record in any jurisdiction
                  in which such filing or recording would be effective to
                  perfect a lien, security interest or other encumbrance of any
                  kind on such Collateral.

              9.  As of the Trade Date all Collateral consisting of securities
                  and all financial assets underlying Collateral consisting of
                  security entitlements (each as defined in Section 8-102 of the
                  UCC) at any time pledged hereunder is and will be issued by an
                  issuer organized under the laws of the United States, any
                  State thereof or the District of Columbia and is and will be
                  (i) certificated (and the certificate or certificates in
                  respect of such securities or financial assets are and will be
                  located in the United States) and registered in the name of
                  Counterparty or held through a securities intermediary whose
                  securities intermediary's jurisdiction (within the meaning of
                  Section 8-110(e) of the UCC) is located in the United States
                  or (ii) uncertificated and either registered in the name of
                  Counterparty or held through a securities intermediary whose
                  securities intermediary's jurisdiction (within the meaning of
                  Section 8-110(e) of the UCC) is located in the United States;
                  provided that this representation shall not be deemed to be
                  breached if, at any time, any such Collateral is issued by an
                  issuer that is not organized under the laws of the United
                  States, any State thereof or the District of Columbia, and the
                  parties hereto agree to procedures or amendments hereto
                  necessary to enable CSFB to maintain a valid and continuously
                  perfected security interest in such Collateral, in respect of
                  which CSFB will have Control, subject to no prior Lien. The
                  parties hereto agree to negotiate in good faith any such
                  procedures or amendments.

              10. As of the Trade Date no registration, recordation or filing
                  with any governmental body, agency or official is required or
                  necessary for the validity or enforceability hereof or for the
                  perfection or enforcement of the security interests in the
                  Collateral created by Section 4 below, other than the filing
                  of financing statement in any appropriate jurisdiction.

              11. As of the Trade Date Counterparty has not performed and will
                  not perform any acts that might prevent CSFB from enforcing
                  any of the terms of Section 4, "Collateral Provisions," or
                  that might limit CSFB in any such enforcement.

              12. As of the Trade Date no financial statements of the
                  Counterparty have been prepared for the period between
                  December 31, 2004 and the Trade Date and as of November 2,
                  2005 the net worth of the Counterparty is greater than USD
                  1,950,000,000.

              13. As of the date hereof and as of the Trade Date there are no
                  other transactions entered into by Counterparty or that
                  Counterparty is contemplating entering into, that may
                  materially affect Counterparty's ability to perform its
                  obligations hereunder.

              14. Schedule I sets forth a true, correct and complete list of all
                  the Material Contracts in effect as of the date hereof.
                  "Material Contract" means any contract or other arrangement to
                  which the Counterparty is a party that requires or would
                  reasonably be expected to require an aggregate payment of the
                  Counterparty exceeding $25,000,000.

              15. With respect to the sale of the Shares by Citibank, N.A.
                  pursuant to the Citibank Master Confirmation, Citibank, N.A.
                  has advised that the terms and conditions of the Citibank
                  Master Confirmation and the nature of the transaction entered
                  into pursuant to the Citibank Master Confirmation are not
                  materially different from the agreements and transactions
                  described in the No-Action Letter (defined below).

              Representations, Warranties and Covenants of CSFB:

              1.  CSFB represents to Counterparty that an affiliate of CSFB (the
                  "CSFB Affiliate") is registered as a broker and a dealer with
                  the Securities and Exchange Commission and is a "market maker"
                  or a "block positioner", as such terms are used in Rule 144
                  under the Securities Act, with respect to the Shares.

              2.  CSFB agrees that CSFB Affiliate shall, as promptly as
                  practicable consistent with market conditions, introduce into
                  the public market a quantity of securities of the same class
                  as the Shares equal to the Number of Shares minus the number
                  of securities of such class sold in connection with CSFB's
                  Initial Hedge position.

              Mutual Representations:

                  Each of CSFB and Counterparty hereby represents and warrants
                  to the other party as of the date hereof that:

              1.  It is an "accredited investor" (as defined in Regulation D
                  under the Securities Act) and has such knowledge and
                  experience in financial and business matters as to be capable
                  of evaluating the merits and risks of the Transaction, and it
                  is able to bear the economic risk of the Transaction.

              2.  It is entering into the Transaction for its own account and
                  not with a view to the distribution or resale of the
                  Transaction or its rights thereunder except pursuant to a
                  registration statement declared effective under, or an
                  exemption from the registration requirements of, the
                  Securities Act.

              Covenants of Counterparty:

              1.  Counterparty agrees that Counterparty will comply with all
                  applicable disclosure or reporting requirements in respect of
                  the Transaction, including, without limitation, any
                  requirement imposed by Section 13 or Section 16 of the
                  Securities and Exchange Act of 1934, as amended, if any, and
                  Counterparty will provide CSFB with a copy of any report filed
                  in respect of the Transaction promptly upon filing thereof.

              2.  Counterparty is aware of and agrees to be bound by the rules
                  of the National Association of Securities Dealers, Inc.
                  ("NASD") applicable to option trading and is aware of and
                  agrees not to violate, either alone or in concert with others,
                  the position or exercise limits established by the NASD.

              3.  Counterparty will file on the date hereof and in the manner
                  contemplated by Rule 144(h) under the Securities Act a notice
                  on Form 144 relating to the Transaction contemplated hereby in
                  form and substance that CSFB has informed Counterparty is
                  acceptable to CSFB.

              4.  Counterparty agrees that Counterparty has not (i) created or
                  permitted to exist any Lien (as defined in Section 4 below,
                  other than the security interests in the collateral created by
                  Section 4) or any Transfer Restriction (other than the
                  Existing Transfer Restrictions, as defined in Section 4 below)
                  upon or with respect to the Collateral, (ii) sold or otherwise
                  disposed of, or granted any option with respect to, any of the
                  Collateral or (iii) entered into or consented to any agreement
                  (other than, in the case of clause (x), this Confirmation) (x)
                  that restricts in any manner the rights of any present or
                  future owner of any Collateral with respect thereto or (y)
                  pursuant to which any person other than Counterparty, CSFB and
                  any securities intermediary through whom any of the Collateral
                  is held (but in the case of any such securities intermediary
                  only in respect of Collateral held through it) has or will
                  have Control in respect of any Collateral. "Control" means
                  "control" as defined in Section 8-106 and 9-106 of the Uniform
                  Commercial Code as in effect in the State of New York ("UCC").

              Binding Commitment:

                  The parties intend that this Confirmation constitutes a
                  "preliminary agreement" and, upon execution of the
                  Transaction Supplement, a "Final Agreement" as described in
                  the letter dated December 14, 1999 submitted by Robert W.
                  Reeder and Alan L. Beller to Michael Hyatte of the staff of
                  the Securities and Exchange Commission (the "Staff") to
                  which the Staff responded in an interpretative letter dated
                  December 20, 1999 (the "No-Action Letter").

              Payments on Early Termination:

                  Upon (x) the occurrence or effective designation of an Early
                  Termination Date in respect of the Transaction or (y) the
                  occurrence of an Extraordinary Event that results in the
                  cancellation or termination of the Transaction pursuant to
                  Section 12.2, 12.3, 12.6 or 12.9 of the 2002 Definitions
                  (any such event as described in clause (x) or (y) above, an
                  "Early Termination Event"), if Counterparty would owe any
                  amount to CSFB pursuant to Section 6(d)(ii) of the Agreement
                  (determined as if the Transaction were the only Transaction
                  under the Agreement) or any Cancellation Amount pursuant to
                  Section 12.2, 12.3, 12.6 or 12.9 of the 2002 Definitions
                  (any such amount, a "Counterparty Payment Amount" and any
                  Early Termination Event that would so result in Counterparty
                  owing any such amount, a "Counterparty Payment Event"),
                  then, except to the extent that CSFB proceeds to realize
                  upon the Collateral and to apply the proceeds of such
                  realization to any obligation of Counterparty hereunder and
                  under the Agreement:

                  (i)    on the date on which any Counterparty Payment Amount is
                         due, in lieu of any payment or delivery of such
                         Counterparty Payment Amount, Counterparty shall deliver
                         to CSFB a number of freely tradable, without any
                         existing transfer restrictions, Shares (or, if the
                         Shares have been converted into other securities or
                         property in connection with an Extraordinary Event, a
                         number or amount of such securities or property) with a
                         value equal to the Counterparty Payment Amount based on
                         the market value of the Shares (or such other
                         securities or property) as of the Early Termination
                         Date or the date as of which the Cancellation Amount is
                         determined, as the case may be, as determined by the
                         Calculation Agent; and

                  (ii)   for purposes of determining any Loss under Section 6(e)
                         of the Agreement in respect of any other Transactions
                         under the Agreement, the Transaction shall be deemed
                         not to be a Transaction under the Agreement; provided
                         that, for the avoidance of doubt, if Counterparty fails
                         to deliver Shares pursuant to clause (i) above at the
                         time required, then, the Transaction (including such
                         delivery obligation) shall be included for the purpose
                         of determining CSFB's Loss for all Transactions
                         (including the Transaction) under the Agreement.

             Securities Contract:

                  The parties hereto acknowledge and agree that each of CSFB
                  and the Custodian (as defined in Section 4 below) is a
                  "stockbroker" within the meaning of Section 101 (53A) of
                  Title 11 of the United States Code (the "Bankruptcy Code")
                  and that the Custodian is acting as agent and custodian for
                  CSFB in connection with the Transaction and that CSFB is a
                  "customer" of the Custodian within the meaning of Section
                  741(2) of the Bankruptcy Code. The parties hereto further
                  recognize that the Transaction is a "securities contract",
                  as such term is defined in Section 741(7) of the Bankruptcy
                  Code, entitled to the protection of, among other provisions,
                  Sections 555 and 362(b)(6) of the Bankruptcy Code, and that
                  each payment or delivery of cash, Shares or other property
                  or assets hereunder is a "settlement payment" within the
                  meaning of Section 741(8) of the Bankruptcy Code.

              Assignment:

                  The rights and duties under this Confirmation may not be
                  assigned or transferred by any party hereto without the
                  prior written consent of the other parties hereto, such
                  consent not to be unreasonably withheld; provided that (i)
                  CSFB may assign or transfer any of its rights or duties
                  hereunder to any of its affiliates without the prior written
                  consent of Counterparty and (ii) the Agent may assign or
                  transfer any of its rights or duties hereunder without the
                  prior written consent of the other parties hereto to any
                  affiliate of Credit Suisse First Boston, so long as, in the
                  case of each of (i) and (ii), such affiliate is a
                  broker-dealer registered with the Securities and Exchange
                  Commission.

              Non-Confidentiality:

                  The parties hereby agree that (i) effective from the date of
                  commencement of discussions concerning the Transaction,
                  Counterparty and each of its employees, representatives, or
                  other agents may disclose to any and all persons, without
                  limitation of any kind, the tax treatment and tax structure
                  of the Transaction and all materials of any kind, including
                  opinions or other tax analyses, provided by CSFB and its
                  affiliates to Counterparty relating to such tax treatment
                  and tax structure (provided that the foregoing does not
                  constitute an authorization to disclose the identity of CSFB
                  or its affiliates, agents or advisers, or, except to the
                  extent relating to such tax structure or tax treatment, any
                  specific pricing terms or commercial or financial
                  information) and (ii) CSFB does not assert any claim of
                  proprietary ownership in respect of any description
                  contained herein or therein relating to the use of any
                  entities, plans or arrangements to give rise to a particular
                  United States federal income tax treatment for Counterparty.

              Matters relating to Credit Suisse First Boston Capital LLC and
              Credit Suisse First Boston LLC:

              1.  Agent shall act as "agent" for CSFB and Counterparty in
                  connection with the Transaction.

              2.  Agent will furnish to Counterparty upon written request a
                  statement as to the source and amount of any remuneration
                  received or to be received by Agent in connection herewith.

              3.  Agent has no obligation hereunder, by guaranty, endorsement or
                  otherwise, with respect to performance of CSFB's obligations
                  hereunder or under the Agreement.

              4.  CSFB is an "OTC derivatives dealer" as such term is defined in
                  the Exchange Act and is an affiliate of Agent.

              5.  CSFB is not a member of the Securities Investor Protection
                  Corporation.

4. Collateral Provisions:

     a. Delivery of Collateral:

         Prior to the Trade Date, Counterparty shall deliver to CSFB in pledge
         hereunder, Eligible Collateral consisting of a number of Shares equal
         to the Number of Shares (the "Initial Pledged Items"). "Eligible
         Collateral" means Shares or, if Counterparty shall have elected to
         substitute securities issued by the United States government
         ("Government Securities") for Share Collateral in accordance with
         this Section 4, Government Securities; provided that Counterparty has
         good and marketable title thereto, free of all of any and all lien,
         mortgage, interest, pledge, charge or encumbrance of any kind (other
         than the security interests in the Collateral created hereby, a
         "Lien") and Transfer Restrictions (other than, solely for the purpose
         of the Initial Pledged Items, the Existing Transfer Restrictions) and
         that CSFB has a valid, first priority perfected security interest
         therein, a first lien thereon and Control with respect thereto.
         "Transfer Restriction" means, with respect to any item of collateral
         pledged hereunder, any condition to or restriction on the ability of
         the owner thereof to sell, assign or otherwise transfer such item of
         collateral or enforce the provisions thereof or of any document
         related thereto whether set forth in such item of collateral itself
         or in any document related thereto, including, without limitation,
         (i) any requirement that any sale, assignment or other transfer or
         enforcement of such item of collateral be consented to or approved by
         any Person, including, without limitation, the issuer thereof or any
         other obligor thereon, (ii) any limitations on the type or status,
         financial or otherwise, of any purchaser, pledgee, assignee or
         transferee of such item of collateral, (iii) any requirement of the
         delivery of any certificate, consent, agreement, opinion of counsel,
         notice or any other document of any Person to the issuer of, any
         other obligor on or any registrar or transfer agent for, such item of
         collateral, prior to the sale, pledge, assignment or other transfer
         or enforcement of such item of collateral and (iv) any registration
         or qualification requirement or prospectus delivery requirement for
         such item of collateral pursuant to any federal, state or foreign
         securities law (including, without limitation, any such requirement
         arising under Section 5 of the Securities Act as a result of such
         security being a "restricted security" or Counterparty potentially
         being considered to be an "affiliate" of the issuer of such security,
         as such terms are defined in Rule 144 under the Securities Act, or as
         a result of the sale of such security being subject to paragraph (c)
         of Rule 145 under the Securities Act); provided that the required
         delivery of any assignment, instruction or entitlement order from the
         seller, Counterparty, assignor or transferor of such item of
         collateral, together with any evidence of the corporate or other
         authority of such Person, shall not constitute a "Transfer
         Restriction". "Existing Transfer Restrictions" means Transfer
         Restrictions existing with respect to any securities by virtue of the
         fact that Counterparty may be considered to be an "affiliate", within
         the meaning of Rule 144 under the Securities Act, of the Issuer by
         virtue of the fact that such securities may be considered to be
         "restricted securities", within the meaning of Rule 144 under the
         Securities Act. "Person" means an individual, a corporation, a
         limited liability company, a partnership, an association, a trust or
         any other entity or organization, including a government or political
         subdivision or an agency or instrumentality thereof.

         Any delivery of any securities or security entitlements (each as
         defined in Section 8-102 of the UCC) as Collateral to CSFB by
         Counterparty shall be effected (A) in the case of Collateral
         consisting of certificated securities registered in the name of
         Counterparty, by delivery of certificates representing such
         securities to the Custodian, accompanied by any required transfer tax
         stamps, and in suitable form for transfer by delivery or accompanied
         by duly executed instruments of transfer or assignment in blank all
         in form and substance satisfactory to CSFB, and the crediting by the
         Custodian of such securities to a securities account (as defined in
         Section 8-501 of the UCC) (the "Collateral Account") of CSFB
         maintained by the Custodian, (B) in the case of Collateral consisting
         of uncertificated securities registered in the name of Counterparty,
         by transmission by Counterparty of an instruction to the issuer of
         such securities instructing such issuer to register such securities
         in the name of the Custodian or its nominee, accompanied by any
         required transfer tax stamps, the issuer's compliance with such
         instructions and the crediting by the Custodian of such securities to
         the Collateral Account, (C) in the case of securities in respect of
         which security entitlements are held by Counterparty through a
         securities intermediary, by the crediting of such securities,
         accompanied by any required transfer tax stamps, to a securities
         account of the Custodian at such securities intermediary or, at the
         option of CSFB, at another securities intermediary satisfactory to
         CSFB and the crediting by the Custodian of such securities to the
         Collateral Account or (D) in any case, by complying with such
         alternative delivery instructions as CSFB shall provide to
         Counterparty in writing. "Custodian" means Credit Suisse First Boston
         LLC, or any other custodian appointed by CSFB and identified to
         Counterparty.

     b. Grant of Security Interests in the Collateral:

         In order to secure the full and punctual observance and performance
         of the covenants and agreements contained in this Confirmation, the
         Transaction Supplement, and in the Agreement, Counterparty hereby
         assigns and pledges to CSFB, and grants to CSFB, as secured party,
         security interests in and to, and a lien upon and right of set-off
         against, and transfers to CSFB, as and by way of a security interest
         having priority over all other security interests, with power of
         sale, all of Counterparty's right, title and interest in and to (i)
         the Initial Pledged Items; (ii) all additions to and substitutions
         for the Initial Pledged Items (including, without limitation, any
         securities, instruments or other property delivered or pledged
         hereunder) (such additions and substitutions, the "Additions and
         Substitutions"); (iii) the Collateral Account of CSFB maintained by
         the Custodian and all securities and other financial assets (each as
         defined in Section 8-102 of the UCC) and other funds, property or
         assets from time to time held therein or credited thereto; and (iv)
         all income, proceeds and collections received or to be received, or
         derived or to be derived, at the time that the Initial Pledged Items
         were delivered to the Custodian or any time thereafter (whether
         before or after the commencement of any proceeding under applicable
         bankruptcy, insolvency or similar law, by or against Counterparty,
         with respect to Counterparty) from or in connection with the Initial
         Pledged Items or the Additions and Substitutions, excluding any
         Excluded Proceeds (collectively, the "Collateral"). The parties
         hereto expressly agree that all rights, assets and property at any
         time held in or credited to the Collateral Account shall be treated
         as financial assets (as defined in Section 8-102 of the UCC).
         "Excluded Proceeds" means Ordinary Dividend Amounts unless a Default
         Event has occurred and is continuing.

     c. Certain Covenants of Counterparty relating to the Collateral:

         Counterparty agrees that, so long as any of Counterparty's
         obligations under the Agreement remain outstanding:

         1.   Counterparty shall ensure at all times that a Collateral Event of
              Default shall not occur, and shall pledge additional Collateral in
              the manner described hereunder as necessary to cause such
              requirement to be met. "Collateral Event of Default" means, at any
              time, the occurrence of either of the following: (A) failure of
              the Collateral to include, as Eligible Collateral, a number of
              Shares at least equal to the Number of Shares (or, if Counterparty
              has elected to substitute Government Securities for Share
              Collateral in accordance with this Section 4, the amount of
              Government Securities required thereby) or (B) failure at any time
              of the security interests in the Collateral created hereby to
              constitute valid and perfected security interests in all of the
              Collateral, subject to no prior, equal or junior Lien, and, with
              respect to any Collateral consisting of securities or security
              entitlements (each as defined in Section 8-102 of the UCC), as to
              which CSFB has Control, or, in each case, assertion of such by
              Counterparty in writing.

         2.   Counterparty shall, at its own expense and in such manner and form
              as CSFB may reasonably require, give, execute, deliver, file and
              record any financing statement, notice, instrument, document,
              agreement or other papers that may be necessary or desirable in
              order to (i) create, preserve, perfect, substantiate or validate
              any security interest granted pursuant hereto, (ii) create or
              maintain Control with respect to any such security interests in
              any investment property (as defined in Section 9-102(a) of the
              UCC) or (iii) enable CSFB to exercise and enforce its rights
              hereunder with respect to such security interest.

         3.   Counterparty shall warrant and defend Counterparty's title to
              the Collateral, subject to the rights of CSFB, against the
              claims and demands of all persons. CSFB may elect, but without
              an obligation to do so, to discharge any Lien of any third party
              on any of the Collateral.

         4.   Counterparty agrees that Counterparty shall not change (i)
              Counterparty's name in any manner or (ii) Counterparty's
              "location" (as defined in Section 9-307 of UCC), unless
              Counterparty shall have given CSFB not less than 10 days' prior
              notice thereof.

         5.   Counterparty agrees that Counterparty shall not (i) create or
              permit to exist any lien (other than the security interests in the
              Collateral created hereby) or any Transfer Restriction upon or
              with respect to the Collateral, (ii) sell or otherwise dispose of,
              or grant any option with respect to, any of the Collateral or
              (iii) enter into or consent to any agreement (x) that restricts in
              any manner the rights of any present or future owner of any
              Collateral with respect thereto (other than this Confirmation) or
              (y) pursuant to which any person other than Counterparty, CSFB and
              any securities intermediary through whom any of the Collateral is
              held (but in the case of any such securities intermediary only in
              respect of Collateral held through it) has or will have Control in
              respect of any Collateral.

     d. Administration of the Collateral and Valuation of Securities:

         1.   CSFB shall determine on each Business Day whether a Collateral
              Event of Default shall have occurred. If on any Business Day CSFB
              determines that a Collateral Event of Default shall have occurred,
              CSFB shall promptly notify Counterparty of such determination by
              telephone call to Counterparty followed by a written confirmation
              of such call. If on any Business Day CSFB determines that no
              Default Event or failure by Counterparty to meet any of
              Counterparty's obligations under "Certain Covenants of
              Counterparty relating to the Collateral" or under this section has
              occurred and is continuing, Counterparty may obtain the release
              from the security interests in the Collateral created hereby of
              any Collateral upon delivery to CSFB of a written notice from
              Counterparty indicating the items of Collateral to be released so
              long as, after such release, no Collateral Event of Default shall
              have occurred. "Default Event" means any Collateral Event of
              Default, any Event of Default with respect to Counterparty or any
              Termination Event with respect to which Counterparty is the
              Affected Party or an Affected Party or an Extraordinary Event that
              results in an obligation of Counterparty to pay an amount pursuant
              to Section 12.7 or Section 12.9 of the 2002 Definitions;

         2.   Counterparty may pledge additional Eligible Collateral hereunder
              at any time by delivering the same pursuant to the provisions of
              "Delivery of Collateral" above. Concurrently with the delivery of
              any additional Eligible Collateral, Counterparty shall deliver to
              CSFB a certificate, dated the date of such delivery, (i)
              identifying the additional items of Eligible Collateral being
              pledged and (ii) certifying that with respect to such items of
              additional Eligible Collateral the representations and warranties
              relating to collateral under Additional Representations and
              Warranties above are true and correct with respect to such
              Eligible Collateral on and as of the date thereof.

         3.   Counterparty may at any time, so long as no Default Event has
              occurred and is continuing, substitute Government Securities for
              all (but not less than all) of the Collateral consisting of Shares
              then held in or credited to the Collateral Account (the "Share
              Collateral") on the terms set forth below:

              (i)   At least five Business Days prior to the date of any such
                    substitution, Counterparty shall notify CSFB in writing that
                    Counterparty intends to effect such substitution;

              (ii)  Counterparty shall deliver to CSFB, in a manner reasonably
                    acceptable to CSFB, Government Securities having a value at
                    least equal to 150% of the market value of the Share
                    Collateral on the date of such delivery (as determined by
                    the Calculation Agent);

              (iii) Counterparty shall take all such other actions as CSFB may
                    reasonably require to create for the benefit of CSFB a valid
                    and perfected security interest in such Government
                    Securities, in respect of which CSFB will have Control,
                    subject to no prior Lien; and

              (iv)  Counterparty shall make mark to market deliveries of
                    additional Government Securities on a daily basis, and CSFB
                    shall release Government Securities previously pledged upon
                    the request of Counterparty, so that the value of the
                    Government Securities pledged is at all times at least equal
                    to 150% of the market value of the Share Collateral for such
                    Transaction that would otherwise have been pledged hereunder
                    at such time (as determined by the Calculation Agent), in
                    each case, pursuant to terms mutually acceptable to CSFB and
                    Counterparty.

         4.   CSFB shall cause the Collateral to be transferred of record into
              the name of Custodian or CSFB's nominee and be held in the Account
              for the Delivery of Shares to CSFB specified in Section 2 herein.
              Counterparty shall promptly give to CSFB copies of any notices or
              other communications received by Counterparty with respect to
              Collateral that is registered, or held through a securities
              intermediary, in the name of Counterparty or Counterparty's
              nominee and CSFB shall promptly give to Counterparty copies of any
              notices and communications received by CSFB with respect to
              Collateral that is registered, or held through a securities
              intermediary, in the name of Custodian, CSFB or its nominee.

         5.   Counterparty agrees that Counterparty shall forthwith upon demand
              pay to CSFB:

              (i)   the amount of any taxes that CSFB or the Custodian may have
                    been required to pay by reason of the security interests in
                    the Collateral created hereby or to free any of the
                    Collateral from any Lien thereon; and

              (ii)  the amount of any and all costs and expenses, including the
                    reasonable and documented fees and disbursements of counsel
                    and of any other experts, that CSFB or the Custodian may
                    incur in connection with (A) the enforcement of this pledge,
                    including such expenses as are incurred to preserve the
                    value of the Collateral and the validity, perfection, rank
                    and value of the security interests in the Collateral
                    created hereby, (B) the collection, sale or other
                    disposition of any of the Collateral, (C) the exercise by
                    CSFB of any of the rights conferred upon it hereunder or (D)
                    any Default Event.

              Any such amount not paid on demand shall bear interest (computed
              on the basis of a year of 360 days and payable for the actual
              number of days elapsed) at a rate per annum equal to 2.5% plus
              the prime rate as published from time to time in The Wall Street
              Journal, Eastern Edition.

     e.  No Rehypothecation of Collateral:

         The parties hereto agree that CSFB may not sell, lend, pledge,
         rehypothecate, assign, invest, use, commingle or otherwise dispose
         of, or otherwise use in its business any Collateral.

     f.  Income and Voting Rights in Collateral:

         CSFB shall have the right to receive and retain as Collateral
         hereunder all proceeds, excluding any Excluded Proceeds, but
         including, without limitation, any Extraordinary Dividend in excess
         of the Ordinary Dividend Amount and interest of the Collateral;
         provided that CSFB shall have such right with respect to any and all
         proceeds, including without limitation any Excluded Proceeds, after
         the occurrence and during the continuance of a Default Event (such
         proceeds as CSFB shall have the right to receive and retain at any
         time, "Retained Proceeds"), and Counterparty shall take all such
         action as CSFB shall deem necessary or appropriate to give effect to
         such right. All such Retained Proceeds that are received by
         Counterparty shall be received in trust for the benefit of CSFB and,
         if CSFB so directs, shall be segregated from other funds of
         Counterparty and shall, forthwith upon demand by CSFB, be delivered
         over to the Custodian on behalf of CSFB as Collateral in the same
         form as received (with any necessary endorsement).

         Unless a Default Event shall have occurred and be continuing,
         Counterparty shall have the right, from time to time, to vote and to
         give consents, ratifications and waivers with respect to the
         Collateral.

         If a Default Event shall have occurred and be continuing, CSFB shall
         have the right, to the extent permitted by law, and Counterparty
         shall take all such action as may be necessary or appropriate to give
         effect to such right, to vote and to give consents, ratifications and
         waivers, and to take any other action with respect to any or all of
         the Collateral with the same force and effect as if CSFB were the
         absolute and sole owner thereof.

     g.  Remedies upon Counterparty Payment Events:

         If any Counterparty Payment Event shall have occurred, CSFB may
         exercise all the rights of a secured party under the UCC (whether or
         not in effect in the jurisdiction where such rights are exercised).

         Counterparty hereby irrevocably appoints CSFB as Counterparty's true
         and lawful attorney (which power of attorney is coupled with an
         interest), with full power of substitution, in the name of
         Counterparty, CSFB or otherwise, for the sole use and benefit of
         CSFB, but at the expense of Counterparty, to the extent permitted by
         law, to exercise, at any time and from time to time while a
         Counterparty Payment Event has occurred, all or any of the following
         powers with respect to all or any of the Collateral:

              (i)   to demand, sue for, collect, receive and give acquittance
                    for any and all monies due or to become due upon or by
                    virtue thereof;

              (ii)  to settle, compromise, compound, prosecute or defend any
                    action or proceeding with respect thereto;

              (iii) to sell, transfer, assign or otherwise deal in or with the
                    same or the proceeds or avails thereof, as fully and
                    effectually as if CSFB were the absolute owner thereof and
                    in connection therewith, to make all necessary deeds, bills
                    of sale, instruments of assignment, transfer or conveyance
                    of the property, and all instructions and entitlement orders
                    in respect of the property thus to be (or that is being or
                    has been) sold, transferred, assigned or otherwise dealt in;
                    and

              (iv)  to extend the time of payment of any or all thereof and to
                    make any allowance and other adjustments with reference
                    thereto;

         provided that CSFB shall give Counterparty not less than one day's
         prior written notice of the time and place of any sale or other
         intended disposition of any of the Collateral, except any Collateral
         that (A) threatens to decline speedily in value, including, without
         limitation, equity securities, or (B) is of a type customarily sold
         on a recognized market. CSFB and Counterparty agree that such notice
         constitutes "reasonable authenticated notification" within the
         meaning of Section 9-611(b) of the UCC.

     h.  Termination:

         The rights hereby granted by Counterparty in the Collateral shall
         cease, terminate and be void upon fulfilment of all of the
         obligations of Counterparty under this Confirmation and the
         Transaction Supplement. Any Collateral remaining at the time of such
         termination shall be fully released and discharged from the security
         interests in the Collateral created hereby and delivered to
         Counterparty by CSFB, all at the request and expense of Counterparty.

5. The Agreement is further supplemented by the following provisions:

              Termination Provisions.

         1.   "Specified Entity" means in relation to CSFB, none, and in
              relation to Counterparty, none.

         2.   "Specified Transaction" will have the meaning specified in Section
              14 of the Agreement.

         3.   The "Cross Default" provision of Section 5(a)(vi) of the Agreement
              will not apply to CSFB and will apply to Counterparty.

              For the purpose of such provision:

              "Specified Indebtedness" means any obligation (whether present or
              future, contingent or otherwise, as principal or surety or
              otherwise) (a) in respect of borrowed money, or (b) in respect of
              any Specified Transaction (except that, for this purpose only, the
              words "and any other entity" shall be substituted for the words
              "and the other party to the Agreement (or any Credit Support
              Provider of such other party or any applicable Specified Entity of
              such other party)" where they appear in the definition of
              Specified Transaction).

              "Threshold Amount" means USD 25,000,000 (including the United
              States Dollar equivalent of obligations stated in any other
              currency or currency unit).

         4.   The "Credit Event Upon Merger" provisions of Section 5(b)(iv) of
              the Agreement will not apply to CSFB and will apply to
              Counterparty.

         5.   The "Automatic Early Termination" provisions of Section 6(a) of
              the Agreement will not apply to CSFB and Counterparty.

         6.   Payments on Early Termination. For the purpose of Section 6(e) of
              the Agreement, Second Method and Loss will apply.

         7.   "Termination Currency" means United States Dollars.

         8.   Set-Off. In addition to and without limiting any rights of set-off
              that a party hereto may have as a matter of law, pursuant to
              contract or otherwise, upon the occurrence of an Early Termination
              Event, such Party ("Party X") shall have the right to terminate,
              liquidate and otherwise close out the transactions contemplated by
              this Confirmation pursuant to the terms hereof, and to set off any
              obligation that Party X or any affiliate of Party X may have to
              the other party ("Party Y") hereunder, thereunder or otherwise,
              including without limitation any obligation to make any release,
              delivery or payment to Party Y pursuant to this Confirmation or
              any other agreement between Party X or any of its affiliates and
              Party Y, against any right Party X or any of its affiliates may
              have against Party Y, including without limitation any right to
              receive a payment or delivery pursuant to this Confirmation or any
              other agreement between Party X or any of its affiliates and Party
              Y. In the case of a set-off of any obligation to release, deliver
              or pay assets against any right to receive assets of the same
              type, such obligation and right shall be set off in kind. In the
              case of a set-off of any obligation to release, deliver or pay
              assets against any right to receive assets of any other type, the
              value of each of such obligation and such right shall be
              determined by the Calculation Agent and the result of such set-off
              shall be that the net obligor shall pay or deliver to the other
              party an amount of cash or assets, at the net obligor's option,
              with a value (determined, in the case of a delivery of assets, by
              the Calculation Agent) equal to that of the net obligation. In
              determining the value of any obligation to release or deliver
              Shares or right to receive Shares, the value at any time of such
              obligation or right shall be determined by reference to the market
              value of the Shares at such time. If an obligation or right is
              unascertained at the time of any such set-off, the Calculation
              Agent may in good faith estimate the amount or value of such
              obligation or right, in which case set-off will be effected in
              respect of that estimate, and the relevant party shall account to
              the other party at the time such obligation or right is
              ascertained.

       Tax Representations. For the purpose of Section 3(f) of the Agreement,
       CSFB (including any successor thereof and each assignee of CSFB's rights
       and duties hereunder) makes the following representations:

              CSFB is a Delaware limited liability company that is a disregarded
              entity for all U.S. federal income tax purposes and its sole
              member is Credit Suisse First Boston (USA), Inc. ("CSFB USA"), a
              Delaware corporation taxable under subchapter C of the Internal
              Revenue Code. Any successor of CSFB or CSFB USA or any assignee of
              CSFB's rights and duties hereunder will be a "U.S. person" (within
              the meaning of Section 7701(a)(30) of the U.S. Internal Revenue
              Code of 1986, as amended, and will not be treated as a "foreign
              person" (including within the meaning of Treasury Regulations
              ss.ss. 1.1441-1 to -9 and 1.6041-4(a)(4)) for all U.S. federal
              income tax purposes.

       Agreements to Deliver Documents. For the purpose of Sections 4(a)(i) and
       (ii) of the Agreement, each of CSFB and Counterparty agrees to deliver
       the following documents, as applicable:

         1.   Counterparty will deliver to CSFB, upon execution of this
              Confirmation, an opinion of nationally recognized counsel
              acceptable to CSFB to the effect set forth in Annex A hereto.

         2.   The Issuer shall have executed and delivered to CSFB, upon
              execution of this Confirmation, an Issuer Acknowledgment in the
              form attached as Annex B hereto.

         3.   Counterparty will deliver to CSFB, prior to or upon execution of
              this Confirmation, evidence reasonably satisfactory to CSFB as to
              the names, true signatures and authority of the officers or
              officials signing this Confirmation on its behalf.

         4.   Counterparty will deliver to CSFB, prior to or upon execution of
              this Confirmation, its most recent annual financial statements
              audited in accordance with the Amended and Restated Stockholders
              Agreement dated as of January 1, 2004, among Counterparty and the
              holders of Counterparty's stock.

         5.   Counterparty will deliver to CSFB, prior to or upon execution of
              this Confirmation, officer's certificate stating that no financial
              statements of Counterparty have been prepared for the period
              between December 31, 2004 and the date hereof.

         Such documents shall be covered by the representation set forth in
         Section 3(d) of the Agreement.

         Miscellaneous:

         1.   Addresses for Notices. For the purpose of Section 12(a) of the
              Agreement:

              Address for notices or communications to CSFB (other than by
              facsimile) (for all purposes):

              Address:         Credit Suisse First Boston Capital LLC
                               c/o Credit Suisse First Boston LLC
                               Eleven Madison Avenue
                               New York, NY  10010
                               Attn: Senior Legal Officer
                               Tel:  (212) 538-2616
                               Fax:  (212) 325-8036

              With a copy to:  Credit Suisse First Boston LLC
                               One Madison Avenue, 8th Floor
                               New York, New York 10010

                               For payments and deliveries:
                               Attn: Vincent Larkin
                               Tel:  (212) 538-3295
                               Fax:  (212) 325-8175

                               For all other communications:
                               Attn:    John Ryan
                               Tel.:  (212) 325-8681
                               Fax:  (212) 538-8898


              Designated responsible employee for the purposes of Section
              12(a)(iii) of the Agreement:
              Senior Legal Officer

              Address for notices or communications to Counterparty:

                            C. V. Starr & Co., Inc
              Address:      399 Park Avenue
                            New York, NY 10002
              Attention:    Treasurer
              Tel:          212-759-5630
              Fax:          212-759-5580

         2.   The date and time of the Transaction will be furnished by CSFB to
              Counterparty upon written request by Counterparty.

         3.   Waiver of Right to Trial by Jury. Each party waives, to the
              fullest extent permitted by applicable law, any right it may have
              to a trial by jury in respect of any suit, action or proceeding
              relating to this Confirmation or any Credit Support Document. Each
              party (i) certifies that no representative, agent or attorney of
              the other party has represented, expressly or otherwise, that such
              other party would not, in the event of such a suit action or
              proceeding, seek to enforce the foregoing waiver and (ii)
              acknowledges that it and the other party have been induced to
              enter into this Confirmation by, among other things, the mutual
              waivers and certifications in this Section.

         4.   Service of Process. The parties irrevocably consent to service of
              process given in the manner provided for notices in Section in
              paragraph 1 immediately above. Nothing in this Confirmation will
              affect the right of either party to serve process in any other
              manner permitted by law.

         5.   THE AGREEMENT AND EACH CONFIRMATION THEREUNDER WILL BE GOVERNED BY
              AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
              WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (PROVIDED THAT AS TO
              PLEDGED ITEMS LOCATED IN ANY JURISDICTION OTHER THAN THE STATE OF
              NEW YORK, CSFB SHALL, IN ADDITION TO ANY RIGHTS UNDER THE LAWS OF
              THE STATE OF NEW YORK, HAVE ALL OF THE RIGHTS TO WHICH A SECURED
              PARTY IS ENTITLED UNDER THE LAWS OF LAW OF SUCH OTHER
              JURISDICTION). EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF
              THE COURTS OF THE STATE OF NEW YORK. THE PARTIES HERETO HEREBY
              AGREE THAT THE CUSTODIAN'S JURISDICTION, WITHIN THE MEANING OF
              SECTION 8-110(e) OF THE UCC, INSOFAR AS IT ACTS AS A SECURITIES
              INTERMEDIARY HEREUNDER OR IN RESPECT HEREOF, IS THE STATE OF NEW
              YORK.

         6.   This Confirmation is not intended and shall not be construed to
              create any rights in any person other than Counterparty, CSFB and
              their respective successors and assigns and no other person shall
              assert any rights as third-party beneficiary hereunder. Whenever
              any of the parties hereto is referred to, such reference shall be
              deemed to include the successors and assigns of such party. All
              the covenants and agreements herein contained by or on behalf of
              Counterparty and CSFB shall bind, and inure to the benefit of,
              their respective successors and assigns whether so expressed or
              not.

         7.   Any provision of this Confirmation may be amended or waived if,
              and only if, such amendment or waiver is in writing and signed,
              and in the case of an amendment, by Counterparty and CSFB or, in
              the case of a waiver, by the party against whom the waiver is to
              be effective.

         8.   Absence of Litigation Representation. The words "or any of its
              Affiliates" is deleted from Section 3(c) of the Agreement.



<PAGE>


Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning this Confirmation.



                                 Yours faithfully,

                                 CREDIT SUISSE FIRST BOSTON CAPITAL LLC


                                 By: /s/ Christy Grant
                                     ---------------------------------------
                                 Name:   Christy Grant
                                 Title:  Assistant Vice President Operations



Confirmed as of the date first written above:

C. V. STARR & CO., INC.


By:  /s/ Howard I. Smith
  -----------------------------------------
Name:   Howard I. Smith
Title:  Vice Chairman-Finance and Secretary


CREDIT SUISSE FIRST BOSTON LLC,
as Agent


By: /s/ John Ryan
   -----------------------
Name:  John Ryan
Title:  A.V.P. Operations


<PAGE>


                                                                        ANNEX A


               [Form of Opinion of Boies, Schiller & Flexner LLP]


                                                November [  ], 2005


Credit Suisse First Boston Capital LLC
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010


Ladies and Gentlemen:

         We have acted as special New York counsel to C. V. Starr & Co., Inc.,
a Delaware corporation (the "Seller"), in connection with the letter
agreement, dated as of November [ ], 2005, by and among the Seller, Credit
Suisse First Boston Capital LLC ("CSFB") and Credit Suisse First Boston LLC
(the "Confirmation"). This opinion is being delivered pursuant to the
requirement of clause 1 under the heading "Agreements to Deliver Documents" in
paragraph 5 of the Confirmation. Capitalized terms used but not defined herein
have the meanings assigned to them in the Confirmation.

         In that connection, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents (including (i)
the Confirmation and (ii) the Agreement), corporate records, certificates of
officers of the Seller and public officials and other instruments and have
conducted such other investigations of fact and law as we have deemed
necessary or appropriate for purposes of this opinion. The documents described
in clauses (i) and (ii) of the immediately preceding sentence are referred to
herein as the "Forward Sale Documents". We have also relied upon
representations of the Seller as to certain factual matters contained in the
Forward Sale Documents and have assumed compliance by the Seller with the
terms of the Forward Sale Documents.

         Based upon the foregoing, and subject to the qualifications
hereinafter set forth, we are of the opinion that:

         1. Based solely on a certificate from the Secretary of State of the
State of Delaware, the Seller is validly existing as a corporation and in good
standing under the laws of the State of Delaware.

         2. The Seller has (i) the corporate power and authority to execute,
deliver and perform its obligations under the Forward Sale Documents, (ii) taken
all corporate action necessary to authorize the execution, delivery and
performance of the Forward Sale Documents and (iii) duly executed and delivered
the Forward Sale Documents.

         3. Each of the Forward Sale Documents constitutes a legal, valid and
binding obligation of the Seller, enforceable against the Seller in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and general equity principles,
regardless of whether considered in a proceeding in equity or at law.

         4. The execution and delivery by the Seller of, and the performance by
the Seller of its obligations under, the Forward Sale Documents will not (i)
violate the certificate of incorporation or by-laws of the Seller, (ii) violate
any Federal law of the United States, law of the State of New York or the
General Corporation Law of the State of Delaware that in our experience is
normally applicable to general business corporations in relation to transactions
of the type contemplated by the Forward Sale Documents, or to our knowledge, any
order or decree of any court or governmental agency or instrumentality, or (iii)
breach or result in a default under any agreement or instrument listed on
Schedule I hereto.

         5. No authorization, approval or other action by, and no notice to, or
filing with, any United States Federal, New York or, to the extent required
under the General Corporation Law of the State of Delaware, Delaware
governmental authority is required in connection with the execution, delivery
and performance by the Seller of the Forward Sale Documents, other than (i)
those that have been made or obtained and are in full force and effect, (ii)
those that are required from time to time to create or perfect liens, pledges or
security interests in the Collateral and (iii) those that may be required by
laws affecting the offering and sale of securities in connection with any sale
or disposition of any securities pursuant to the Forward Sale Documents.

         6. To our knowledge, there is no pending or threatened in writing
action, suit or proceeding before any court or governmental agency or authority
or arbitrator involving the Seller that is likely to affect the legality,
validity or enforceability against it of the Forward Sale Documents or its legal
ability to perform its obligations under the Forward Sale Documents.

         7. The Seller is not an "investment company" under the Investment
Company Act of 1940, as amended.

         Our opinion set forth above is subject to the following qualifications:

         (a)   we express no opinion as to any provision of the Forward Sale
               Documents that purports to (i) provide indemnification to any
               person to the extent inconsistent with public policy or otherwise
               contrary to law, (ii) waive rights that may not be effectively
               waived or (iii) confer subject matter jurisdiction on any court;

         (b)   we express no opinion as to the applicability or effect of any
               Federal laws of the United States or state laws relating to
               fraudulent transfer, preference or similar laws on the Forward
               Sale Documents or any transactions contemplated thereby; and

         (c)   certain provisions of the Forward Sale Documents relating to the
               Collateral may be limited or unenforceable in whole or in part
               under applicable law, provided that the inclusion of such
               provision does not, in our opinion (but subject to the other
               comments and qualifications set forth in this opinion letter),
               make the remedies and procedures that will be afforded to CSFB
               inadequate for the practical realization of the principal
               benefits purported to be provided to CSFB by the Forward Sale
               Documents.

         The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of
the State of Delaware.

         This opinion is being furnished only to you in connection with the
above matter and is solely for your benefit and is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any
other person for any purpose.

                                              Very truly yours,

                                              Boies, Schiller & Flexner LLP




<PAGE>


                                                                 Schedule I


1. $70,000,000 Consolidating Promissory Note, dated as of September 25, 1995,
by C.V. Starr & Co., Inc. in favor of The Bank of New York.

2. General Loan and Security Agreement, dated as of September 25, 1995, by
C.V. Starr & Co., Inc. in favor of The Bank of New York, as amended by
Amendment No. 1, dated as of October 7, 2005, between C.V. Starr & Co., Inc.
and The Bank of New York.

3. The letter, dated as of April 21, 2005, from HSBC Bank USA, National
Association to C.V. Starr & Co., Inc. and the accompanying Uncommitted
Revolving Secured Advance Note, dated as of April 21, 2005, by C.V. Starr &
Co., Inc. in favor of HSBC Bank USA, National Association, as extended
pursuant to the letter agreement dated as of June 27, 2005.

4. Pledge and Security Agreement, dated as of June 2, 1999, by C.V. Starr &
Co., Inc. in favor of HSBC Bank USA, N.A., as amended on October 18, 2005.

5. Pledge and Security Agreement, dated as of December 6, 2000, by C.V. Starr
& Co., Inc. in favor of HSBC Bank USA, N.A., as amended on November 2, 2005.

6. Master Terms and Conditions for Pre-Paid Forward Contracts, dated as of
November 15, 2005, by and between C. V. Starr & Co., Inc. and Citibank, N.A.




<PAGE>




                                                                      ANNEX B

                              Issuer Acknowledgment

                                               November 3, 2005

Credit Suisse First Boston Capital LLC
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010

         Re:      Proposed transaction by C. V. Starr & Co., Inc.:

Ladies and Gentlemen:

         American International Group, Inc. (the "Company") understands that
C. V. Starr & Co., Inc. ("CV Starr") proposes to enter into a hedging
transaction (the "Transaction") with Credit Suisse First Boston Capital LLC
("CSFB") with respect to the common stock of the Company (the "Common Stock").
Specifically, the Company understands that CV Starr proposes to enter into a
variable forward sale transaction with CSFB, pursuant to which CSFB will
advance cash to CV Starr shortly after the date of execution of the
Transaction and receipt of CV Starr's share pledge. At the maturity of the
Transaction, CV Starr will deliver to CSFB up to 7,250,000 shares (the
"Shares") of Common Stock, or the cash equivalent, pursuant to the terms and
conditions set forth within the confirmation evidencing the Transaction. The
Company understands that CV Starr will pledge shares of Common Stock owned by
it to CSFB to secure CV Starr's obligations under the Transaction.

         The Company agrees to instruct the transfer agent for the common
stock to remove the restrictive legend from the Shares upon receipt of an
opinion of Boies, Schiller & Flexner LLP substantially in the form attached
and issue shares that do not bear any restrictive legend referring to the Act
in order to permit the transfer of Shares as contemplated by such opinion. Any
residual shares from any certificate(s) presented, if any, shall retain all
restrictive legends of the original certificate(s) presented to the transfer
agent.


                                         AMERICAN INTERNATIONAL GROUP, INC.


                                         By:
                                                   ----------------------------
                                                Name:
                                                Title:


<PAGE>


                                                                     ANNEX C
External ID: [    ] - Risk ID: [    ]
Original Deal ID: AIG#04
Tranche ID: AIG#04 - [        ]


                            TRANSACTION SUPPLEMENT


         This Transaction Supplement supplements the Confirmation entered into
between CSFB, the Counterparty and the Agent on the Trade Date set forth
below. Capitalized terms used and not otherwise defined herein shall have the
meanings given to them in the Confirmation.

         The purpose of this communication is to confirm certain terms and
conditions of the Transaction.

     The terms of the Transaction to which this Transaction Supplement relates
are as follows:

     Trade Date:                   [Date Initial Hedge Complete]

     Number of Shares:             [__________]  in the  aggregate  with respect
                                   to the  Transaction.  For purposes of
                                   determining  the payments and  deliveries to
                                   be made upon  settlement of any Component,
                                   the Number of Shares for such Component shall
                                   be as set forth below:

                                   Component No. 1            [_________]
                                   Component No. 2            [_________]
                                   Component No. 3            [_________]
                                   Component No. 4            [_________]
                                   Component No. 5            [_________]
                                   Component No. 6            [_________]
                                   Component No. 7            [_________]
                                   Component No. 8            [_________]
                                   Component No. 9            [_________]
                                   Component No. 10           [_________]

      Prepayment Amount:           USD [__________] in the aggregate for all
                                   Components

      Prepayment Date:             The third Exchange Business Day following
                                   the Trade Date

      Initial Price:               USD [__________]

      Forward Floor Price:         USD [__________]

      Forward Cap Price:           USD [__________]

      Valuation Date:              Component No. 1            _______, 2008
                                   Component No. 2            _______, 2008
                                   Component No. 3            _______, 2008
                                   Component No. 4            _______, 2008
                                   Component No. 5            _______, 2008
                                   Component No. 6            _______, 2008
                                   Component No. 7            _______, 2008
                                   Component No. 8            _______, 2008
                                   Component No. 9            _______, 2008
                                   Component No. 10           _______, 2008



<PAGE>


Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Transaction Supplement and returning it to us at the
contact information listed above.


                                       Yours faithfully,

                                       CREDIT SUISSE FIRST BOSTON CAPITAL LLC


                                       By:_____________________________
                                       Name:
                                       Title:



Confirmed as of the date first written above:

C. V. STARR & CO., INC.


By:________________________________
Name:
Title:


CREDIT SUISSE FIRST BOSTON LLC,
as Agent


By:________________________________
Name:
Title:



<PAGE>


                                                                    Schedule I


1. $70,000,000 Consolidating Promissory Note, dated as of September 25, 1995,
by C.V. Starr & Co., Inc. in favor of The Bank of New York.

2. General Loan and Security Agreement, dated as of September 25, 1995, by
C.V. Starr & Co., Inc. in favor of The Bank of New York, as amended by
Amendment No. 1, dated as of October 7, 2005, between C.V. Starr & Co., Inc.
and The Bank of New York.

3. The letter, dated as of April 21, 2005, from HSBC Bank USA, National
Association to C.V. Starr & Co., Inc. and the accompanying Uncommitted
Revolving Secured Advance Note, dated as of April 21, 2005, by C.V. Starr &
Co., Inc. in favor of HSBC Bank USA, National Association, as extended
pursuant to the letter agreement dated as of June 27, 2005.

4. Pledge and Security Agreement, dated as of June 2, 1999, by C.V. Starr &
Co., Inc. in favor of HSBC Bank USA, N.A., as amended on October 18, 2005.

5. Pledge and Security Agreement, dated as of December 6, 2000, by C.V. Starr
& Co., Inc. in favor of HSBC Bank USA, N.A., as amended on November 2, 2005.

6. Master Terms and Conditions for Pre-Paid Forward Contracts, dated as of
November 15, 2005, by and between C. V. Starr & Co., Inc. and Citibank, N.A.
<PAGE>



External ID: 50136263 - Risk ID: 40071790
Original Deal ID: AIG#04 / AIG001A

                            TRANSACTION SUPPLEMENT


         This Transaction Supplement supplements the Confirmation entered into
between CSFB, the Counterparty and the Agent on the Trade Date set forth
below. Capitalized terms used and not otherwise defined herein shall have the
meanings given to them in the Confirmation.

         The purpose of this communication is to confirm certain terms and
conditions of the Transaction.

     The terms of the Transaction to which this Transaction Supplement relates
are as follows:

     Trade Date:                   November 15, 2005

     Number of Shares:             4,423,116  in the  aggregate  with respect
                                   to the  Transaction.  For purposes of
                                   determining  the  payments  and  deliveries
                                   to be made upon  settlement  of any
                                   Component, the Number of Shares for such
                                   Component shall be as set forth below:

                                   Component No. 1            442,311
                                   Component No. 2            442,311
                                   Component No. 3            442,311
                                   Component No. 4            442,311
                                   Component No. 5            442,311
                                   Component No. 6            442,311
                                   Component No. 7            442,311
                                   Component No. 8            442,311
                                   Component No. 9            442,311
                                   Component No. 10           442,317

      Prepayment Amount:           USD 240,000,043.41 in the aggregate for all
                                   Components

      Prepayment Date:             The third Exchange Business Day following
                                   the Trade Date

      Initial Price:               USD 65.8500

      Forward Floor Price:         USD 65.8500

      Forward Cap Price:           USD 65.6050

      Valuation Date:              Component No. 1            November 3, 2008
                                   Component No. 2            November 4, 2008
                                   Component No. 3            November 5, 2008
                                   Component No. 4            November 6, 2008
                                   Component No. 5            November 7 2008
                                   Component No. 6            November 10, 2008
                                   Component No. 7            November 12, 2008
                                   Component No. 8            November 13, 2008
                                   Component No. 9            November 14, 2008
                                   Component No. 10           November 17, 2008

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Transaction Supplement and returning it to us at the
contact information listed above.


                                  Yours faithfully,

                                  CREDIT SUISSE FIRST BOSTON CAPITAL LLC


                                  By: /s/ Christy Grant
                                     ----------------------------------------
                                  Name:   Christy Grant
                                  Title:  Assistant Vice President Operations



Confirmed as of the date first written above:

C. V. STARR & CO., INC.


By:  /s/ Howard I. Smith
  ------------------------------------------
Name:  Howard I. Smith
Title: Vice Chairman-Finance and Secretary


CREDIT SUISSE FIRST BOSTON LLC,
as Agent


By:   /s/ John Ryan
   ---------------------
Name:  John Ryan
Title: A.V.P. Operations
</TEXT>
</DOCUMENT>
