Exhibit 10.1


EXECUTION COPY


GOLDMAN SACHS & CO. | 85
BROAD STREET | NEW YORK, NEW YORK 10004 | TEL: 
212-902-1000


Opening Transaction


	
  To:

  	
   

  	
  IMS (Gibraltar) Holding Limited

  Suite 1 Burns House

  19 Town Range

  Gibraltar

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Goldman, Sachs & Co.

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Accelerated Share Buyback

  
	
   

  	
   

  	
   

  
	
  Ref. No:

  	
   

  	
  As provided in the Supplemental Confirmation

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  January 19, 2007

  
	
   

  	
   

  	
   

  



 


This master confirmation
(“Master Confirmation”) dated as of
January 19, 2007 is intended to supplement the terms and provisions of certain
Transactions (each, a “Transaction”)
entered into from time to time between Goldman, Sachs & Co. (“GS&Co.”) and IMS (Gibraltar) Holding Limited (“Counterparty”).  This
Master Confirmation, taken alone, is neither a commitment by either party to
enter into any Transaction nor evidence of a Transaction.  The terms of any particular Transaction shall
be set forth in a Supplemental Confirmation in the form of Annex A hereto,
which references this Master Confirmation (the “Supplemental
Confirmation”).  This Master
Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation”
as referred to in the Agreement specified below.


The definitions and
provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International
Swaps and Derivatives Association, Inc., are incorporated into this Master
Confirmation.  This Master Confirmation
and each Supplemental Confirmation evidence a complete binding agreement
between the Counterparty and GS&Co. as to the subject matter and terms of
each Transaction to which this Master Confirmation and the related Supplemental
Confirmation relate and shall supersede all prior or contemporaneous written or
oral communications with respect thereto.


This Master Confirmation
and each Supplemental Confirmation supplement, form a part of, and are subject
to an agreement in the form of the 1992 ISDA Master Agreement
(Multicurrency-Cross Border) (the “Agreement”) as
if GS&Co. and Counterparty had executed the Agreement on the date of this
Master Confirmation (but without any Schedule except for (i) the election
of Loss and Second Method, New York law (without regard to the conflicts of law
principles) as the governing law and US Dollars (“USD”)
as the Termination Currency, (ii) the election that subparagraph (ii)
of Section 2(c) will not apply to the Transactions, (iii) the
replacement of the word “third” in the last line of Section 5(a)(i) with
the word “second” and (iv) the election that the “Cross Default” provisions of
Section 5(a)(vi) shall apply to Counterparty, with a “Threshold Amount” of
USD50 million).


All provisions contained
or incorporated by reference in the Agreement shall govern this Master
Confirmation and each Supplemental Confirmation relating to a Transaction
except as expressly modified herein or in the related Supplemental
Confirmation.













If, in relation to any
Transaction to which this Master Confirmation and related Supplemental
Confirmation relate, there is any inconsistency between the Agreement, this
Master Confirmation, any Supplemental Confirmation and the Equity Definitions,
the following will prevail for purposes of such Transaction in the order of
precedence indicated: (i) such Supplemental Confirmation; (ii) this Master
Confirmation; (iii) the Agreement; and (iv) the Equity Definitions.


1.             Subject to the satisfaction of the
condition precedent to effectiveness specified below, on the third Clearance
System Business Day following the Trade Date for each Transaction (the “Initial Settlement Date”), GS&Co. will deliver to
Counterparty a number of Shares equal to the Number of Shares for the relevant
Transaction, and Counterparty will pay to GS&Co. cash in immediately
available funds in an amount to be specified in the Supplemental Confirmation
(the “Initial Purchase Price”) equal to the
product of the Initial Share Price (as set forth below) and the Number of
Shares.  The additional terms of each
Transaction set forth below are intended to be in substance and effect an
adjustment to the Initial Purchase Price. 
Solely for the purposes of the Equity Definitions, each Transaction
shall be treated as if it were a Share Forward Transaction.  However, the parties acknowledge that the
Transaction is a Share buyback transaction and is not intended to effect a net
issuance of shares or raise equity capital for Counterparty.  Set forth below are the terms and conditions
which, together with the terms and conditions set forth in each Supplemental
Confirmation (in respect of each relevant Transaction), shall govern each such
Transaction.


	
  General Terms:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Trade Date:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Condition Precedent to Effectiveness:

  	
   

  	
  It shall be a condition precedent to the
  effectiveness of all Transactions hereunder that GS&Co. has received from
  IMS Health Incorporated (“Parent”) no
  later than the date hereof a guarantee made by Parent in favor of GS&Co.
  of all obligations of Counterparty hereunder in the form agreed between
  Parent and GS&Co. (the “Guarantee”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Seller:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer:

  	
   

  	
  GS&Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Issuer:

  	
   

  	
  Parent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares:

  	
   

  	
  Common Stock, $0.01 par value, of Parent (Ticker:
  RX)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of Shares:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Initial Share Price:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forward Price:

  	
   

  	
  For each Transaction, the Initial Share Price for
  such Transaction.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prepayment:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Variable Obligation:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Exchange:

  	
   

  	
  New York Stock Exchange

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Related Exchange(s):

  	
   

  	
  All Exchanges

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Market Disruption Event:

  	
   

  	
  The definition of “Market Disruption Event” in Section
  6.3(a) of the Equity Definitions is hereby amended by replacing the 

  



 



 2
 









 


	
  

  	
   

  	
   

  	
   

  	
  words “at any time during the one-hour period that
  ends at the relevant Valuation Time” in the third line thereof with the words
  “at any time on any Scheduled Trading Day during the Valuation Period or”
  after the word “material”.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Counterparty Additional 

  	
   

  	
   

  
	
   

  	
   

  	
  Payment Amount:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valuation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Scheduled Valuation Period:

  	
   

  	
  Each Scheduled Trading Day during the period
  commencing on and including the first Scheduled Trading Day following the
  Trade Date, to and including the Scheduled Valuation Date (but excluding any
  day(s) on which the Scheduled Valuation Period is suspended in accordance
  with Section 6 herein).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notwithstanding anything to the contrary in the
  Equity Definitions, to the extent that a Disrupted Day occurs in the Scheduled Valuation Period, the
  Calculation Agent may postpone the Valuation Date by a corresponding number
  of days. In such event, the Calculation Agent must determine whether (i) such
  Disrupted Day is a Disrupted Day in full, in which case such Disrupted Day
  shall not be included for purposes of determining the Settlement Price, or
  (ii) such Disrupted Day is a Disrupted Day only in part, in which case the
  VWAP Price for such Disrupted Day shall be determined by the Calculation
  Agent based on Rule 10b-18 eligible transactions in the Shares on such
  Disrupted Day effected before the relevant Market Disruption Event occurred
  and/or after the relevant Market Disruption Event ended, and the weighting of
  the VWAP Prices for the relevant Scheduled Trading Days during the Scheduled
  Valuation Period shall be adjusted by the Calculation Agent for purposes of
  determining the Settlement Price, with such adjustments based on, among other
  factors, the duration of any Market Disruption Event and the volume,
  historical trading patterns and price of the Shares.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  If a Disrupted Day occurs during the Scheduled
  Valuation Period, and each of the nine immediately following Scheduled
  Trading Days is a Disrupted Day, then the Calculation Agent, in its
  discretion, may either (i) deem such ninth Scheduled Trading Day to be an Exchange Business Day
  and determine the VWAP Price for such ninth Scheduled Trading Day and
  adjust the weighting of the VWAP Prices for the relevant Scheduled Trading
  Days during the Scheduled Valuation Period as it deems appropriate for
  purposes of determining the Settlement Price based on, among other factors,
  the duration of any Market Disruption Event and the volume, historical
  trading patterns and price of the Shares or (ii) disregard such day for
  purposes of determining the Settlement Price and further postpone the
  Valuation Date (by a number of Trading Days not exceeding the total number of
  Disrupted Days) as it deems appropriate to determine the VWAP Price.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Valuation Period:

  	
   

  	
  The period commencing on and including the first
  Scheduled Trading Day following the Trade Date, to and including the 

  



 



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  Valuation Date (but excluding any day(s) on which
  the Scheduled Valuation Period is suspended in accordance with Section 6
  herein).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Valuation Date:

  	
   

  	
  For each Transaction, the Scheduled Valuation Date
  set forth in the Supplemental Confirmation (as the same may be postponed in
  accordance with the provisions hereof); provided that
  GS&Co. shall have the right to designate any date (the “Accelerated Valuation Date”) on or after the First Acceleration
  Date to be the Valuation Date by providing notice to Counterparty of any such
  designation on such date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  First Acceleration Date:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Settlement Terms:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Settlement Currency:

  	
   

  	
  USD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Settlement Method Election:

  	
   

  	
  Applicable; provided that
  (a) Section 7.1 of the Equity Definitions is hereby amended by deleting
  the word “Physical” in the sixth line thereof
  and replacing it with the words “Net Share”,
  (b) any settlement method election made by the Electing Party shall only
  apply to Share delivery or payment obligations owed by GS&Co. to
  Counterparty upon settlement of the Transaction and (c) the Electing Party
  may make a settlement method election only if the Electing Party represents
  and warrants to GS&Co. in writing on the date it notifies GS&Co. of
  its election, that as of such date, the Electing Party is not aware of any
  material non-public information concerning itself, Parent or the Shares and
  is electing the settlement method in good faith and not as part of a plan or
  scheme to evade compliance with the federal securities laws.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Electing Party:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Settlement Method Election Date:

  	
   

  	
  The earlier of (i) the fifth Scheduled Trading Day
  immediately prior to the Scheduled Valuation Date and (ii) the Accelerated
  Valuation Date, as the case may be.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Default Settlement Method:

  	
   

  	
  For purposes of Section 7.1 of the Equity
  Definitions, Cash Settlement. Net Share Settlement shall apply if the Forward
  Cash Settlement Amount is positive.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forward Cash Settlement Amount:

  	
   

  	
  An amount in the Settlement Currency equal to the
  sum of (a) the Number of Shares multiplied by
  an amount equal to (i) the Settlement Price minus
  (ii) the Forward Price plus (b) the
  Counterparty Additional Payment Amount.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Settlement Price:

  	
   

  	
  The arithmetic mean of the VWAP Prices of the Shares
  for each Scheduled Trading Day in the Valuation Period minus
  the Settlement Price Adjustment Amount.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Settlement Price Adjustment Amount:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  



 



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  VWAP Price:

  	
   

  	
  For any Exchange Business Day, as determined by the
  Calculation Agent based on the New York Stock Exchange 10b-18 Volume Weighted
  Average Price per Share for the regular trading session (including any
  extensions thereof) of the Exchange on such Exchange Business Day (without
  regard to pre-open or after hours trading outside of such regular trading
  session for such Exchange Business Day), as published by Bloomberg at
  4:15 p.m. New York City time (or 15 minutes following the end of any
  extension of the regular trading session) on such Exchange Business Day, on
  Bloomberg page “RX.N <Equity> AQR_SEC” (or any successor thereto). For
  purposes of calculating the VWAP Price, the Calculation Agent will include
  only those trades that are reported during the period of time during which
  Counterparty could purchase its own shares under Rule 10b-18(b)(2) and pursuant
  to the conditions of Rule 10b-18(b)(3), each under the Exchange Act (as
  defined herein) (such trades, “Rule 10b-18 eligible
  transactions”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Counterparty’s Contact Details

  	
   

  	
   

  
	
   

  	
   

  	
  for Purpose of Giving Notice:

  	
   

  	
  To be provided by Counterparty

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GS&Co.’s Contact Details for

  	
   

  	
   

  
	
   

  	
   

  	
  Purpose of Giving Notice:

  	
   

  	
  Telephone No.:

  	
   

  	
  (212) 902-8996

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile No.:

  	
   

  	
  (212) 902-0112

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: Equity Operations: Options and
  Derivatives

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  	
   

  	
  Tracey McCabe

  
	
   

  	
   

  	
   

  	
   

  	
  Equity Capital Markets

  
	
   

  	
   

  	
   

  	
   

  	
  One New York Plaza

  
	
   

  	
   

  	
   

  	
   

  	
  New York, NY 10004

  
	
   

  	
   

  	
   

  	
   

  	
  Telephone No.:

  	
   

  	
  (212) 357-0428

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile No.:

  	
   

  	
  (212) 902-3000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Share Settlement:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Net Share Settlement Procedures:

  	
   

  	
  If the Forward Cash Settlement Amount is positive,
  Net Share Settlement shall be made in accordance with the Counterparty Net
  Share Settlement Procedures attached hereto as Annex B. If the Forward Cash
  Settlement Amount is negative and Net Share Settlement applies, GS&Co.
  shall deliver to Counterparty a number of Shares equal to the Net Share
  Settlement Amount on the Net Share Settlement Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Net Share Settlement Amount:

  	
   

  	
  A number of Shares equal to the number of Shares
  purchased by GS&Co. (or its affiliate) during the GS&Co. Share
  Settlement Valuation Period in respect of the Transaction.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GS&Co. Share Settlement 

  	
   

  	
   

  
	
   

  	
   

  	
  Valuation Period:

  	
   

  	
  The period starting on the Exchange Business Day
  immediately following the Valuation Date and ending on the day as of which
  GS&Co. (or its affiliate) purchases Shares in respect of the Transaction
  with an aggregate purchase price equal to the absolute value of the Forward
  Cash Settlement Amount.

  



 



 5
 









 


	
  

  	
   

  	
  Net Share Settlement Price:

  	
   

  	
  If the Forward Cash Settlement Amount is positive,
  the Relevant Price on the Net Share Valuation Date, as reduced by the per
  Share amount of any underwriting discount and/or commissions agreed to
  pursuant to the equity underwriting agreement contemplated by the
  Counterparty Net Share Settlement Procedures.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Relevant Price:

  	
   

  	
  As provided in Section 1.23(b) of the Equity
  Definitions; provided that Section 1.23(b)
  of the Equity Definitions is hereby amended by replacing each occurrence
  therein of “the Valuation Date or Averaging Date, as the case may be,” with
  the term “such day.”

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Net Share Valuation Date:

  	
   

  	
  The Exchange Business Day immediately following the
  Valuation Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Net Share Settlement Date:

  	
   

  	
  If the Forward Cash Settlement Amount is positive,
  the date that is one Settlement Cycle immediately following the Valuation
  Date. If the Forward Cash Settlement Amount is negative, the date that is one
  Settlement Cycle immediately following the last day of the GS&Co. Share
  Settlement Valuation Period.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Reserved Shares:

  	
   

  	
  Initially, 1,500,000 Shares. The Reserved Shares may
  be increased or decreased in a Supplemental Confirmation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Share Adjustments:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Potential Adjustment Event:

  	
   

  	
  Notwithstanding anything to the contrary in Section
  11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not
  constitute a Potential Adjustment Event.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Extraordinary Dividend:

  	
   

  	
  For any calendar quarter, any dividend or
  distribution on the Shares with an ex-dividend date occurring during such
  calendar quarter (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
  Equity Definitions) (a “Dividend”)
  the amount or value of which (as determined by the Calculation Agent), when
  aggregated with the amount or value (as determined by the Calculation Agent)
  of any and all previous Dividends with ex-dividend dates occurring in the
  same calendar quarter, exceeds the Ordinary Dividend Amount.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ordinary Dividend Amount:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Method of Adjustment:

  	
   

  	
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Extraordinary Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consequences of Merger Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)  Share-for-Share:

  	
   

  	
  Modified Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Share-for-Other:

  	
   

  	
  Cancellation and Payment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Share-for-Combined:

  	
   

  	
  Component Adjustment

  



 



 6
 









 


	
  

  	
   

  	
  Determining Party:

  	
   

  	
  GS&Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tender Offer:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consequences of Tender Offers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)  Share-for-Share:

  	
   

  	
  Modified Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Share-for-Other:

  	
   

  	
  Cancellation and Payment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Share-for-Combined:

  	
   

  	
  Component Adjustment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Determining Party:

  	
   

  	
  GS&Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nationalization, Insolvency or Delisting:

  	
   

  	
  Cancellation and Payment; provided
  that in addition to the provisions of Section 12.6(a)(iii) of the Equity
  Definitions, it shall also constitute a Delisting if the Exchange is located
  in the United States and the Shares are not immediately re-listed, re-traded
  or re-quoted on any of the New York Stock Exchange, the American Stock
  Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or
  their respective successors); and if the Shares are immediately re-listed,
  re-traded or re-quoted on any such exchange or quotation system, such exchange
  or quotation system shall be deemed to be the Exchange.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Notwithstanding anything to the contrary in the
  Equity Definitions, if, as a result of a Merger Event, a Tender Offer, a
  Nationalization, an Insolvency or a Delisting, Cancellation and Payment applies
  to one or more Transactions hereunder (whether in whole or in part), an
  Additional Termination Event (with the Transactions (or portions thereof) to
  which Cancellation and Payment applies being the Affected Transactions,
  Counterparty being the sole Affected Party and the Early Termination Date
  being the date on which such Transactions would be cancelled pursuant to
  Article 12 of the Equity Definitions) shall be deemed to occur, and, in lieu
  of Sections 12.7 and 12.8 of the Equity Definitions, Section 6 of the
  Agreement shall apply to such Affected Transactions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional Disruption Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)  Change in Law:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Insolvency Filing:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Loss of Stock Borrow:

  	
   

  	
  Applicable; provided that
  Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended
  by deleting the words “at a rate equal to or less than the Maximum Stock Loan
  Rate” and replacing them with “at a rate of return (taking into consideration
  the cost of stock borrow and the return on the posted collateral) equal to or
  greater than zero”.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hedging Party:

  	
   

  	
  GS&Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Determining Party:

  	
   

  	
  GS&Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Notwithstanding anything to the contrary in the
  Equity Definitions, if, as a result of an Additional Disruption Event, any
  Transaction is cancelled or terminated, an Additional Termination Event (with
  such terminated Transaction(s) being the Affected Transaction(s),
  Counterparty being the sole Affected Party and the Early Termination Date
  being the date on which such Transaction(s) would be cancelled or terminated
  pursuant to Article 12 of the Equity Definitions) shall be deemed to occur,
  and, in lieu of Sections 12.7 and 12.8 of the Equity Definitions, Section 6
  of the Agreement shall apply to such Affected Transaction(s).

  



 



 7
 









 


	
  Non-Reliance:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agreements and Acknowledgements

  	
   

  	
   

  
	
  Regarding Hedging Activities:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional Acknowledgements:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Counterparty Net Share Settlement Upon

  	
   

  	
   

  
	
  Early Termination:

  	
   

  	
  Counterparty shall have the right, in its sole
  discretion, in lieu of making any payment required to be made by it pursuant
  to Sections 6(d) and 6(e) of the Agreement in respect of an Early
  Termination Date in respect of the Transaction (other than any Early
  Termination Date occurring as a result of a Share-for-Other or
  Share-for-Combined Merger Event or Tender Offer in respect of the portion of
  the consideration for the Shares consisting of cash), elect, by written
  notice to GS&Co. no later than the relevant Early Termination Date, to
  settle its obligation to pay the Early Termination Amount in Shares in
  accordance with the terms, and subject to the conditions, for Net Share
  Settlement herein. If Counterparty elects Net Share Settlement under such circumstances: (a)
  the Net Share Valuation Date shall be the Early Termination Date, (b) the Net
  Share Settlement Date shall be deemed to be the Exchange Business Day
  immediately following the Early Termination Date and (c) all references to
  Forward Cash Settlement Amount in Annex B hereto shall be deemed references
  to the Early Termination Amount.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Early Termination Amount:

  	
   

  	
  In respect of any Early Termination Date, the
  relevant amount determined pursuant to Section 6(e) of the Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS&Co. Net Share Settlement Upon

  	
   

  	
   

  
	
  Early Termination:

  	
   

  	
  Counterparty shall have the right, in its sole
  discretion, in lieu of receiving any payment required to be made by
  GS&Co. pursuant to Sections 6(d) and 6(e) of the Agreement following
  the occurrence of an Early Termination Date in respect of the Transaction
  (other than any Early Termination Date occurring as a result of a
  Share-for-Other or Share-for-Combined Merger Event or Tender Offer in respect
  of the portion of the consideration for the Shares consisting of cash) elect,
  by written notice to GS&Co. no later than the relevant Early Termination
  Date, for GS&Co. to deliver to Counterparty a number of Shares with a
  value equal to the relevant Early Termination Amount, as determined by the
  Calculation Agent (and the parties agree that, in making such determination
  of value, the Calculation Agent may take into account a number of factors,
  including the market price of the Shares on the date of early termination and
  the prices at which GS&Co. (or its affiliate) purchases Shares to fulfill
  its delivery obligations under this provision); provided
  that such Shares shall be delivered on a date selected by GS&Co. as
  promptly as practicable.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transfer:

  	
   

  	
  Notwithstanding anything to the contrary in the
  Agreement, GS&Co. may assign, transfer and set over all rights, title and
  interest, powers, privileges and remedies of GS&Co. under 

  



 



 8
 









 


	
  

  	
   

  	
   

  	
   

  	
  any Transaction, in whole or in part, to an
  affiliate of GS&Co. whose obligations are guaranteed by The Goldman Sachs
  Group, Inc. without the consent of Counterparty; provided
  that GS&Co. may not assign or transfer or set over its rights and
  obligations hereunder to an entity that is not an U.S. affiliate of
  GS&Co. without the consent of Counterparty, which consent shall not be
  unreasonably withheld.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Support Document:

  	
   

  	
  With respect to Counterparty, the Guarantee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Support Provider:

  	
   

  	
  With respect to Counterparty, Parent.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS&Co. Payment Instructions:

  	
   

  	
  Chase Manhattan Bank New York

  For A/C Goldman, Sachs & Co.

  A/C # 930-1-011483

  ABA: 021-000021

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Counterparty Payment Instructions:

  	
   

  	
  Barclays Bank

  
	
   

  	
   

  	
   

  	
   

  	
  1 Churchill Place, London E14 5HP

  
	
   

  	
   

  	
   

  	
   

  	
  SWIFT: BARCGB22

  
	
   

  	
   

  	
   

  	
   

  	
  Sort code: 20-00-00

  
	
   

  	
   

  	
   

  	
   

  	
  A/C: IMS Gibraltar (Holding) Ltd

  
	
   

  	
   

  	
   

  	
   

  	
  A/C # 55568211

  
	
   

  	
   

  	
   

  	
   

  	
  IBAN: GB41 BARC 2000 0055 5682 11

  



 


2.             Calculation Agent:  GS&Co.


3.             Representations,
Warranties and Covenants of GS&Co. and Counterparty.


(a)           Each party represents and warrants that it (i) is an “eligible
contract participant”, as defined in the U.S. Commodity Exchange Act, as
amended and (ii) is entering into each Transaction hereunder as
principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party.


(b)           Each
party acknowledges that the offer and sale of each Transaction to it is
intended to be exempt from registration under the Securities Act of 1933, as
amended (the “Securities Act”), by
virtue of Section 4(2) thereof and the provisions of Regulation D promulgated
thereunder (“Regulation D”).  Accordingly, each party represents and
warrants to the other that (i) it has the financial ability to bear the
economic risk of its investment in each Transaction and is able to bear a total
loss of its investment, (ii) it is an “accredited investor” as that term
is defined under Regulation D, and (iii) the disposition of each Transaction is
restricted under this Master Confirmation, the Securities Act and state
securities laws.



 9
 









4.             Additional Covenant of GS&Co.  In addition to the representations,
warranties and covenants in the Agreement and those contained herein,
GS&Co. hereby covenants to Counterparty that with respect to purchases of
Shares by GS&Co. in connection with any Transaction during the Valuation
Period and the GS&Co. Share Settlement Valuation Period (if any) for such
Transaction (other than any purchases made by GS&Co. in connection with
dynamic hedge adjustments of GS&Co.’s exposure to any Transaction as a
result of any equity optionality contained in such Transaction), GS&Co.
will use good faith efforts to effect such purchases in a manner so that, if
such purchases were made by Counterparty, they would meet the requirements of
Rule 10b-18(b)(2), (3) and (4), and effect calculations in respect thereof,
taking into account any applicable Securities and Exchange Commission no-action
letters as appropriate and subject to any delays between the execution and
reporting of a trade of the Shares on the Exchange and other circumstances
beyond GS&Co.’s control.


5.             Additional Representations,
Warranties and Covenants of Counterparty.


As of (i) the date hereof
and (ii) except where indicated, the period of time from the Trade Date for each Transaction hereunder until
the time that each party has fully performed all of its obligations under such
Transaction, Counterparty represents, warrants and covenants to
GS&Co. that:


(a)           the
purchase or writing of any Transaction and the transactions contemplated hereby
do not and will not violate Rule 13e-1 or Rule 13e-4 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”);


(b)           as
of the time of its entering into any Transaction, it is not entering into any
Transaction (i) on the basis of, and is not aware of, any material non-public
information with respect to the Shares (ii) in anticipation of, in connection
with, or to facilitate, a distribution of its securities, a self tender offer
or a third-party tender offer or (iii) to create actual or apparent trading
activity in the Shares (or any security convertible into or exchangeable for
the Shares) or to raise or depress or otherwise manipulate the price of the
Shares (or any security convertible into or exchangeable for the Shares);


(c)           as
of the date hereof and on the Trade Date for each Transaction hereunder, Parent
is in compliance with its reporting obligations under the Exchange Act and its
most recent Annual Report on Form 10-K, together with all reports subsequently
filed by it pursuant to the Exchange Act, taken together and as amended and
supplemented to the date of this representation, do not, as of their respective
filing dates, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;


(d)           as
of the time of its entering into any Transaction, (i) each Transaction is being
entered into pursuant to a publicly disclosed Share buy-back program and (ii)
its Board of Directors and the Board of Directors of Parent have approved the
use of derivatives to effect the Share buy-back program;


(e)           without
limiting the generality of Section 13.1 of the Equity Definitions, Counterparty
acknowledges that GS&Co. is not making any representations or warranties
with respect to the treatment of any Transaction under FASB Statements 128, 133
(as amended), 149 or 150, EITF 00-19, 01-6 or 03-6 (or any successor issue
statements) or under the Financial Accounting Standards Board’s Liabilities
& Equity Project; and


(f)            Counterparty
and its members shall take no steps to wind-up Counterparty voluntarily;
Counterparty’s members may not and shall not be entitled to pass a
resolution requiring Counterparty to be wound up voluntarily, nor shall the
Counterparty’s Board of Directors make a statutory declaration of solvency as
required under the Companies Act of Gibraltar to wind up a company
voluntarily.


6.             Counterparty
is not, and will not be, engaged in a “distribution” of Shares or securities
that are convertible into, or exchangeable or exercisable for Shares for
purposes of Regulation M promulgated under the Exchange Act (“Regulation M”) at any time during the Relevant Period for
any Transaction unless Counterparty has provided written notice to GS&Co.
of such distribution (a “Regulation M Distribution
Notice”) not later than the Scheduled Trading Day immediately
preceding the first day of the relevant “restricted period” (as defined in
Regulation M); Counterparty acknowledges that any such notice may cause the
Scheduled Valuation 



 10
 









Period
and/or the Relevant Period to be extended or suspended pursuant to Section 7
below; accordingly, Counterparty acknowledges that its delivery of such notice
must comply with the standards set forth in Section 8 below; “Relevant Period” means, for any Transaction, the period commencing on the first day of the
Valuation Period and ending on the 20th Exchange Business Day immediately
following the end of the Valuation Period or, if there is a GS&Co. Share
Settlement Valuation Period, the last day of the GS&Co. Share Settlement
Valuation Period, or such earlier day as elected by GS&Co. and communicated
to Counterparty on such day;


(a)           it shall report each Transaction as required under
Regulation S-K and/or Regulation S-B under the Exchange Act, as applicable;


(b)           on the Trade Date for each Transaction and
on each day of the Valuation Period for such Transaction, Counterparty is not
and will not be “insolvent” (as such term is defined under Section 101(32) of
the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would
be able to purchase a number of Shares equal to the Number of Shares in
compliance with the laws of the jurisdiction of Counterparty’s incorporation;


(c)           it has not and, during the Relevant Period for any
Transaction, will not enter into agreements similar to the Transactions
described herein with respect to Shares where any initial hedge period (however
defined), the valuation period (however defined) or the relevant period
(however defined) in such other transaction will overlap at any time (including
as a result of extensions in such initial hedge period, valuation period or
relevant period as provided in the relevant agreements) with any Relevant
Period under this Master Confirmation. 
In the event that the initial hedge period, valuation period or relevant
period in any other similar transaction overlaps with any Relevant Period under
this Master Confirmation as a result of an extension of the Scheduled Valuation
Date pursuant to Section 7 herein, Counterparty shall promptly amend such
transaction to avoid any such overlap; and


(d)           Counterparty is not and, after giving effect
to any Transaction, will not be, required to register as an “investment company”
as such term is defined in the Investment Company Act of 1940, as amended.


7.             Suspension of Scheduled
Valuation Period and/or the Relevant Period.


(a)           If
Counterparty concludes that it will be engaged in a distribution of the Shares
for purposes of Regulation M, Counterparty agrees that it will, on a day no
later than the Scheduled Trading Day immediately preceding the start of the
relevant restricted period, provide GS&Co. with a Regulation M Distribution
Notice.  If on any Scheduled Trading Day
Counterparty delivers the Regulation M Distribution Notice in writing (and
confirms by telephone) by 8:30 a.m. New York City time (the “Notification Time”) then such notice shall be effective as
of such Notification Time.  In the event
that Counterparty delivers such Regulation M Distribution Notice in writing
and/or confirms by telephone after the Notification Time, then such notice
shall be effective as of 8:30 a.m. New York City time on the following
Scheduled Trading Day or as otherwise required by law or agreed between
Counterparty and GS&Co.  Upon the
effectiveness of such Regulation M Distribution Notice, the Scheduled Valuation
Period and/or the Relevant Period shall be suspended and the Scheduled
Valuation Date shall be postponed for each Scheduled Trading Day in such
restricted period.


(b)           In
the event that GS&Co. concludes, in its reasonable discretion, based on
advice of outside counsel, that it is appropriate with respect to any legal,
regulatory or self-regulatory requirements or related policies and procedures
(whether or not such requirements, policies or procedures are imposed by law or
have been voluntarily adopted by GS&Co.), for it to refrain from purchasing
Shares on any Scheduled Trading Day during the Scheduled Valuation Period,
GS&Co. may by written notice to Counterparty elect to suspend the Scheduled
Valuation Period for such number of Scheduled Trading Days as is specified in
the notice; provided that GS&Co. may exercise
such right to refrain from purchasing Shares only in relation to events or
circumstances that are not the result of deliberate actions of it or any of its
affiliates with the intent to avoid its obligations under the terms of any
Transaction.  The notice shall not
specify, and GS&Co. shall not otherwise communicate to Counterparty, the
reason for GS&Co.’s election to suspend the Scheduled Valuation
Period.  The Scheduled Valuation Period
shall be suspended and the Scheduled Valuation Date shall be postponed for each
Scheduled Trading Day occurring during any such suspension.



 11















 


(c)           In the event that
the Scheduled Valuation Period is suspended pursuant to Section 5(a) or (b)
above during the regular trading session on the Exchange, such suspension shall
be deemed to be an additional Market Disruption Event, and the second and third
paragraphs under “Scheduled Valuation Period” shall apply.


8.             10b5-1 Plan.  Counterparty represents, warrants and
covenants to GS&Co. that for each Transaction:


(a)           Counterparty is entering into this
Master Confirmation and each Transaction hereunder in good faith and not as
part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the
Exchange Act (“Rule 10b5-1”) or any antifraud or
anti-manipulation provisions of the federal or applicable state securities laws
and that it has not entered into or altered and will not enter into or alter
any corresponding or hedging transaction or position with respect to the
Shares.  Counterparty acknowledges that
it is the intent of the parties that each Transaction entered into under this
Master Confirmation comply with the requirements of Rule 10b5-1(c)(1)(i)(A) and
(B) and each Transaction entered into under this Master Confirmation shall be
interpreted to comply with the requirements of Rule 10b5-1(c).


(b)           Counterparty will not seek to control
or influence GS&Co. to make “purchases or sales” (within the meaning of
Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this
Master Confirmation, including, without limitation, GS&Co.’s decision to
enter into any hedging transactions. 
Counterparty represents and warrants that it has consulted with its own
advisors as to the legal aspects of its adoption and implementation of this
Master Confirmation and each Supplemental Confirmation under Rule 10b5-1. 


(c)           Counterparty
acknowledges and agrees that any amendment, modification, waiver or termination
of this Master Confirmation or the relevant Supplemental Confirmation must be
effected in accordance with the requirements for the amendment or termination
of a “plan” as defined in Rule
10b5-1(c).  Without limiting the
generality of the foregoing, any such amendment, modification, waiver or
termination shall be made in good faith and not as part of a plan or scheme to
evade the prohibitions of Rule 10b-5, and no such amendment, modification,
waiver or termination shall be made at any time at which Counterparty or any
officer, director, manager or similar person of Counterparty is aware of any
material non-public information regarding Counterparty, Parent or the Shares.


9.             Counterparty
Purchases.  Counterparty represents, warrants and
covenants to GS&Co. that, for each Transaction, Counterparty (or any
“affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent
of GS&Co., directly or indirectly purchase any Shares (including by means
of a derivative instrument), listed contracts on the Shares or securities that
are convertible into, or exchangeable or exercisable for Shares (including,
without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule
10b-18)) during any Relevant Period. 
During this time, any such purchases by Counterparty shall be made
through GS&Co., or if not through GS&Co., with the prior written
consent of GS&Co., and in compliance with Rule 10b-18 or otherwise in
a manner that Counterparty and GS&Co. believe is in compliance with
applicable requirements.


10.           Additional Termination Events.  The declaration of any Extraordinary Dividend
by Parent during the Valuation Period for any Transaction shall constitute an
Additional Termination Event, with Counterparty as the sole Affected Party and
all Transactions hereunder as the Affected Transactions.


11.           Automatic Termination Provisions.  Notwithstanding anything to the contrary in
Section 6 of the Agreement:


(a)           If a Termination
Price is specified in one or more Supplemental Confirmations, then an
Additional Termination Event with Counterparty as the sole Affected Party and
all Transactions to which such Supplemental Confirmations relate as Affected
Transactions will automatically occur without any notice or action by
GS&Co. or Counterparty if the VWAP Price for any Exchange Business Day
falls below such Termination Price.  The
Exchange Business Day that the VWAP Price falls below the Termination Price
will be the “Early Termination Date” for purposes of the Agreement.



 12
 









 


(b)           Notwithstanding
anything to the contrary in Section 6(d) of the Agreement, following the
occurrence of such an Additional Termination Event, GS&Co. will notify
Counterparty of the amount owing under Section 6(e) of the Agreement within a
commercially reasonable time period (with such period based upon the amount of
time, determined by GS&Co. (or any of its Affiliates) in its sole
discretion, that it would take to unwind any of its Hedge Position(s) related
to the Transaction in a commercially reasonable manner based on relevant market
indicia).  For purposes of the
“Counterparty Net Share Settlement Upon Early Termination” provisions herein,
the date that such notice is effective shall constitute the Net Share Valuation
Date and the Early Termination Date.


12.           Special Provisions for Merger
Transactions.  Notwithstanding
anything to the contrary herein or in the Equity Definitions, Counterparty
shall,


(a)           prior to the opening of trading in
the Shares on any day during any Relevant Period on which Counterparty makes,
or expects to be made, any public announcement (as defined in Rule 165(f) under
the Securities Act of 1933, as amended) of any Merger Transaction, notify
GS&Co. of such public announcement;


(b)           promptly notify GS&Co. following
any such announcement that such announcement has been made;


(c)           promptly provide
GS&Co. with written notice specifying (i) Counterparty’s average daily Rule
10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar
months immediately preceding the Announcement Date that were not effected
through GS&Co. or its affiliates and (ii) the number of Shares purchased
pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the
three full calendar months preceding the Announcement Date.  Such written notice shall be deemed to be a
certification by Counterparty to GS&Co. that such information is true and
correct.  In addition, Counterparty shall
promptly notify GS&Co. of the earlier to occur of the completion of such
transaction and the completion of the vote by target shareholders.  Counterparty acknowledges that any such
notice may cause the terms of any Transaction to be adjusted or such
Transaction to be terminated; accordingly, Counterparty acknowledges that its
delivery of such notice must comply with the standards set forth in Section 7;
and


(d)           GS&Co. in its
sole discretion may (i) suspend the Scheduled Valuation Period and/or the
Reference Period and postpone the Scheduled Valuation Date or (ii) treat the
occurrence of such public announcement as an Additional Termination Event with
Counterparty as the sole Affected Party and the Transactions hereunder as the
Affected Transactions.


“Merger
Transaction” means any merger, acquisition or similar transaction
involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under
the Exchange Act.


13.           Special Calculation and Settlement
Following Early Termination. 
Notwithstanding anything to the contrary in this Master Confirmation or any
Supplemental Confirmation hereunder, in the event that an Early Termination
Date occurs or is designated with respect to one or more Transactions (each an
“Elected Transaction” and collectively,
the “Elected Transactions”), then GS&Co.
may elect, in its sole discretion, by notice to Counterparty, to have
Counterparty deliver the Number of Early Settlement Shares to GS&Co. on the
date that such notice is effective and either (x) GS&Co. shall pay to
Counterparty the Special Termination Amount, if such amount is positive, or (y)
Counterparty shall either (1) pay to GS&Co. the absolute value of the
Special Termination Amount, if such amount is negative, or (2) elect for the
provisions set forth opposite “Counterparty Net Share Settlement Upon Early Termination”
or “GS&Co. Net Share Settlement Upon Early Termination”, as the case may
be, to apply except that all references in such provision to “the Early
Termination Amount” shall be replaced with references to “the Special
Termination Amount”.


To the extent that
Counterparty elects to deliver Early Settlement Shares to GS&Co.
accompanied by an effective Registration Statement (as defined in Annex B and
satisfactory to GS&Co. in its sole discretion) covering such Shares,
Counterparty must be in compliance with the applicable conditions specified in
paragraph 3 in Annex B hereto at the time of such delivery.  If Counterparty elects to deliver
Unregistered Settlement Shares (as defined in Annex B) to GS&Co.,
Counterparty and GS&Co. will negotiate in good faith on acceptable
procedures and documentation relating to the sale of such Unregistered
Settlement Shares.  Counterparty and
GS&Co. agree



 13
 









that the payment of the Special Termination Amount and
the delivery of the Early Settlement Shares satisfy in full any obligation of a
party to make any payments pursuant to Section 6(e) of the Agreement or Article
12 of the Equity Definitions, as the case may be, in respect of the Elected
Transactions.


“Number of
Early Settlement Shares” means a number of Shares (“Early Settlement Shares”) as determined by GS&Co. in a
good faith and commercially reasonable manner based on its or any of its
Affiliates’ Hedge Positions with respect to the Elected Transactions under this
Master Confirmation.


“Special
Termination Amount” means the sum of (a) the product of (i) the
Number of Early Settlement Shares multiplied
by (ii) a per Share price (the “Early Termination Price”)
determined by GS&Co. in a good faith and commercially reasonable manner
based on relevant market indicia, including GS&Co.’s funding costs
associated with Early Settlement Shares and costs incurred or estimated to be
incurred by GS&Co. in connection with the purchase and sale of Shares in
order to close out GS&Co.’s or any of its Affiliates’ Hedge Positions with respect
to each Affected Transaction and, in the event that Counterparty delivers
Unregistered Shares to GS&Co., whether GS&Co. and Counterparty have
agreed on acceptable procedures and documentation relating to such Unregistered
Shares as described above and (b) any amount owing under Section 6(e) of the
Agreement, in respect of the Elected Transactions by GS&Co. to Counterparty
(expressed as a positive number) or by Counterparty to GS&Co. (expressed as
a negative number).


14.           Acknowledgments.  The parties hereto intend for:


(a)           each Transaction to
be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code,
a “swap agreement” as defined in Section 101(53B) of the Bankruptcy Code and a
“forward contract” as defined in Section 101(25) of the Bankruptcy Code, and
the parties hereto to be entitled to the protections afforded by, among other
Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g),
555, 556, 560 and 561 of the Bankruptcy Code;


(b)           the Agreement to be
a “master netting agreement” as defined in Section 101 (38A) of the Bankruptcy
Code;


(c)           a party’s right to
liquidate or terminate any Transaction, net out or offset termination values of
payment amounts, and to exercise any other remedies upon the occurrence of any
Event of Default or Termination Event under the Agreement with respect to the
other party to constitute a “contractual right” (as defined in the Bankruptcy
Code);


(d)           any cash, securities
or other property transferred as performance assurance, credit support or
collateral with respect to each Transaction to constitute “margin payments” (as
defined in the Bankruptcy Code); and


(e)           all payments for,
under or in connection with each Transaction, all payments for the Shares and
the transfer of such Shares to constitute “settlement payments” and “transfers”
(as defined in the Bankruptcy Code).


15.           Calculations on Early Termination
and Set-Off.


(a)           Notwithstanding
anything to the contrary in the Agreement, the calculation of any Settlement
Amounts or Unpaid Amounts shall be calculated separately for (A) all
Terminated Transactions in the Shares of the Issuer that qualify as equity
under applicable accounting rules (collectively, the “Equity Shares”) as determined by the
Calculation Agent and (B) all other Terminated Transactions under the
Agreement including, without limitation, Transactions in Shares other than
those of the Issuer (collectively, the “Other
Shares”).


(b)           The parties agree
that upon the occurrence of an Event of Default or Termination Event with
respect to a party who is the Defaulting Party or an Affected Party (“X”), the other party (“Y”) will have the right (but not be
obliged) without prior notice to X or any other person to set-off or apply any
payment obligation of X owed to Y (or any Affiliate of Y) (whether or not
matured or contingent and whether or not arising under the



 14
 









Agreement, and
regardless of the currency, place of payment or booking office of the
obligation) against any payment obligation of Y (or any Affiliate of Y) owed to
X (whether or not matured or contingent and whether or not arising under the
Agreement, and regardless of the currency, place of payment or booking office
of the obligation).  Y will give notice
to the other party of any set-off effected under this Section 15.


Amounts (or the relevant portion of such amounts) subject to set-off
may be converted by Y into the Termination Currency at the rate of exchange at
which such party would be able, acting in a reasonable manner and in good
faith, to purchase the relevant amount of such currency.  If any obligation is unascertained, Y may in
good faith estimate that obligation and set-off in respect of the estimate,
subject to the relevant party accounting to the other when the obligation is
ascertained.  Nothing in this Section 15
shall be effective to create a charge or other security interest.  This Section 15 shall be without prejudice
and in addition to any right of set-off, combination of accounts, lien or other
right to which any party is at any time otherwise entitled (whether by
operation of law, contract or otherwise).”


(c)           Notwithstanding
anything to the contrary in the foregoing, GS&Co. agrees not to set off or
net amounts due from Counterparty with respect to any Transaction against
amounts due from GS&Co. to Counterparty with respect to transactions or
instruments that are not Equity Contracts. 
“Equity Contract” means any
transaction or instrument that does not convey rights to GS&Co. senior to
claims of common stockholders in the event of Counterparty’s bankruptcy.


16.           Credit Support Documents.  The parties hereto acknowledge that no
Transaction hereunder is secured by any collateral that would otherwise secure
the obligations of Counterparty herein or pursuant to the Agreement.


17.           Payment Date Upon Early
Termination.  Notwithstanding
anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts
calculated as being due in respect of an Early Termination Date under Section
6(e) of the Agreement will be payable on the day that notice of the amount
payable is effective.


18.           Delivery on Initial Settlement
Date.  For the avoidance of doubt,
GS&Co. may satisfy its obligation to deliver Shares on the Initial
Settlement Date by making separate deliveries of Shares at more than one time
on the Initial Share Delivery Date, so long as the aggregate number of Shares
so delivered is equal to the Number of Shares.


19.           Claim in Bankruptcy.  GS&Co. agrees that in the event of the
bankruptcy of Counterparty, GS&Co. shall not have rights or assert a claim
that is senior in priority to the rights and claims available to the
shareholders of the common stock of Counterparty.  For the avoidance of doubt, the parties agree
that the preceding sentence shall not apply at any time other than during Counterparty’s
bankruptcy to any claim arising as a result of a breach by Counterparty of any
of its obligations under this Confirmation or the Agreement.


20.           Offices.


(a)           The Office of
GS&Co. for each Transaction is:  One
New York Plaza, New York, New York 10004.


(b)           The
Office of Counterparty for each Transaction is: 1499 Post Road, Fairfield,
Connecticut 06824.


21.           Governing Law.  The Agreement, this Master Confirmation and
each Supplemental Confirmation and all matters arising in connection with the
Agreement, this Master Confirmation and each Supplemental Confirmation shall be
governed by, and construed and enforced in accordance with, the laws of the
State of New York (without reference to its choice of laws doctrine).


22.           Counterparts.   This Master Confirmation may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Master Confirmation by
signing and delivering one or more counterparts.



 15
 









 


23.           Arbitration.


(a)           All
parties to this Confirmation are giving up the right to sue each other in
court, including the right to a trial by jury, except as provided by the rules
of the arbitration forum in which a claim is filed.


(b)           Arbitration
awards are generally final and binding; a party’s ability to have a court reverse
or modify an arbitration award is very limited.


(c)           The
ability of the parties to obtain documents, witness statements and other
discovery is generally more limited in arbitration than in court proceedings.


(d)           The
arbitrators do not have to explain the reason(s) for their award.


(e)           The
panel of arbitrators will typically include a minority of arbitrators who were
or are affiliated with the securities industry, unless Counterparty is a member
of the organization sponsoring the arbitration facility, in which case all
arbitrators may be affiliated with the securities industry.


(f)            The
rules of some arbitration forums may impose time limits for bringing a claim in
arbitration.  In some cases, a claim that
is ineligible for arbitration may be brought in court.


(g)           The
rules of the arbitration forum in which the claim is filed, and any amendments
thereto, shall be incorporated into this Confirmation.


(h)           Counterparty
agrees that any and all controversies that may arise between Counterparty and
GS&Co., including, but not limited to, those arising out of or relating to
the Agreement or any Transaction hereunder, shall be determined by arbitration
conducted before The New York Stock Exchange, Inc. (“NYSE”) or NASD Dispute
Resolution (“NASD-DR”), or, if the NYSE and NASD-DR decline to hear the matter,
before the American Arbitration Association, in accordance with their
arbitration rules then in force.  The
award of the arbitrator shall be final, and judgment upon the award rendered
may be entered in any court, state or federal, having jurisdiction.


(i)            No
person shall bring a putative or certified class action to arbitration, nor
seek to enforce any pre-dispute arbitration agreement against any person who
has initiated in court a putative class action or who is a member of a putative
class who has not opted out of the class with respect to any claims encompassed
by the putative class action until: (i) the class certification is denied; (ii)
the class is decertified; or (iii) Counterparty is excluded from the class by
the court.


(j)            Such
forbearance to enforce an agreement to arbitrate shall not constitute a waiver
of any rights under this Confirmation except to the extent stated herein.



 16
 









 


Counterparty hereby
agrees (a) to check this Master Confirmation carefully and immediately
upon receipt so that errors or discrepancies can be promptly identified and
rectified and (b) to confirm that the foregoing (in the exact form
provided by GS&Co.) correctly sets forth the terms of the agreement between
GS&Co. and Counterparty with respect to any Transaction, by manually
signing this Master Confirmation or this page hereof as evidence of agreement
to such terms and providing the other information requested herein and
immediately returning an executed copy to Equity Derivatives Documentation
Department, facsimile No. 212-428-1980/83.


	
  

  	
  Yours sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLDMAN,
  SACHS & CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Goldenberg

  
	
   

  	
   

  	
  Authorized Signatory

  



Agreed and
accepted by:


IMS (GIBRALTAR) HOLDING LIMITED


	
  By:

  	
  /s/ Cathy N.
  LoBosco

  	
   

  
	
   

  	
  Name: Cathy N.
  LoBosco

  	
   

  
	
   

  	
  Title: Director

  	
   

  



 



 17















ANNEX A


SUPPLEMENTAL CONFIRMATION


	
  To:

  	
   

  	
  IMS (Gibraltar) Holding Limited 

  Suite 1 Burns House 

  19 Town Range 

  Gibraltar

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Goldman, Sachs & Co.

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Accelerated Share Buyback

  
	
   

  	
   

  	
   

  
	
  Ref. No:

  	
   

  	
  [Insert Reference No.]

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  January [    ], 2007

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



The purpose of this
Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and IMS (Gibraltar) Holding Limited (“Counterparty” and together with GS&Co., the “Contracting Parties”) on the Trade Date specified
below.  This Supplemental Confirmation is
a binding contract between GS&Co. and Counterparty as of the relevant Trade
Date for the Transaction referenced below.


1.             This Supplemental Confirmation supplements, forms part
of, and is subject to the Master Confirmation dated as of  January
19, 2007 (the “Master Confirmation”) between the
Contracting Parties, as amended and supplemented from time to time.  All provisions contained in the Master
Confirmation govern this Supplemental Confirmation except as expressly modified
below.


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


	
  Trade Date:

  	
   

  	
  January [    ], 2007

  
	
   

  	
   

  	
   

  
	
  Initial Share Price:

  	
   

  	
  USD[        ]
  per Share.

  
	
   

  	
   

  	
   

  
	
  Scheduled Valuation Date:

  	
   

  	
  [        ],
  2007

  
	
   

  	
   

  	
   

  
	
  First Acceleration Date:

  	
   

  	
  [        ],
  2007 (or, if such date is not a Scheduled Trading Day, the next following
  Scheduled Trading Day).

  
	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
  [              ]

  
	
   

  	
   

  	
   

  
	
  Settlement Price Adjustment Amount:

  	
   

  	
  USD[        ]
  per Share

  
	
   

  	
   

  	
   

  
	
  Initial Purchase Price:

  	
   

  	
  USD[        ]

  
	
   

  	
   

  	
   

  
	
  Ordinary Dividend Amount:

  	
   

  	
  For any calendar quarter, USD[        ]

  
	
   

  	
   

  	
   

  
	
  Termination Price:

  	
   

  	
  Prior to the First Acceleration Date, USD[        ]
  per Share; on and after the First Acceleration Date, USD0.00.

  
	
   

  	
   

  	
   

  
	
  [Increase/Decrease in Reserved Shares:

  	
   

  	
  [        ]
  Shares]

  
	
   

  	
   

  	
   

  
	
  Counterparty Additional Payment Amount:

  	
   

  	
  USD[        ]

  



3.             Counterparty represents and
warrants to GS&Co. that neither it nor any “affiliated purchaser”
(as defined in Rule 10b-18 under the Exchange Act) have made any purchases of blocks pursuant to the proviso in Rule
10b-18(b)(4) under the Exchange Act during the four full calendar weeks
immediately preceding the Trade Date.



 A-1
 









 


4.             This Supplemental Confirmation may be executed in any
number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Supplemental Confirmation by
signing and delivering one or more counterparts.


Each of
Counterparty and GS&Co. hereby agrees (a) to check this Supplemental
Confirmation carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm
that the foregoing (in the exact form provided by GS&Co.) correctly sets
forth the terms of the agreement between GS&Co. and Counterparty with
respect to this Transaction, by manually signing this Supplemental Confirmation
or this page hereof as evidence of agreement to such terms and providing the
other information requested herein and immediately returning an executed copy
to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.


	
  

  	
   

  	
  Yours sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GOLDMAN, SACHS & CO.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Agreed and accepted by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IMS (GIBRALTAR) HOLDING LIMITED

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 



 A-2















 


ANNEX B


COUNTERPARTY NET SHARE SETTLEMENT PROCEDURES


1.             The following Net
Share Settlement Procedures shall apply to the extent that Net Share Settlement
applies under the Master Confirmation:


2.             Net Share
Settlement shall be made by delivery on the Net Share Settlement Date of a
number of Shares satisfying the conditions set forth in paragraph 3 below with
a value equal to the Forward Cash Settlement Amount (the “Registered
Settlement Shares”), with such Shares’ value based on the Net Share
Settlement Price, or a number of Shares not satisfying such conditions with a
value equal to the Forward Cash Settlement Amount (the “Unregistered
Settlement Shares”), with such Shares’ value based on the value
thereof to GS&Co. (which value shall take into account a commercially
reasonable illiquidity discount), in each case as determined by the Calculation
Agent.  Subject to the satisfaction of
the conditions thereto set forth below, GS&Co. agrees to use good faith
efforts to effect the resale or placement of Registered Settlement Shares or
Unregistered Settlement Shares, as the case may be, as promptly as commercially
practicable.


3.             Counterparty may only deliver Registered Settlement
Shares pursuant to paragraph 2 above if:


(a)           a registration statement covering
public resale of the Registered Settlement Shares by the GS&Co. (the “Registration Statement”) shall have been filed with, and
declared effective by, the Securities and Exchange Commission under the
Securities Act on or prior to the date of delivery, and no stop order shall be
in effect with respect to the Registration Statement; a prospectus relating to
the Registered Settlement Shares (including any prospectus supplement thereto,
the “Prospectus) shall have been delivered
to GS&Co., in such form and quantities as GS&Co. shall reasonably have
requested, on or prior to the date of delivery;


(b)           the form and content of the
Registration Statement and the Prospectus (including, without limitation, any
sections describing the plan of distribution) shall be reasonably satisfactory
to GS&Co.;


(c)           as of or prior the date of delivery,
GS&Co. and its agents shall have been afforded a reasonable opportunity to
conduct a due diligence investigation with respect to Parent customary in scope
for underwritten offerings of equity securities of similar size, as determined
by GS&Co. in its good faith and commercially reasonable discretion, taking
into account market conditions prevailing at that time and conditions and
nature of Counterparty at that time and the results of such investigation are
satisfactory to GS&Co., in its discretion; and


(d)           as of the date of delivery, (i) an
agreement (the “Underwriting Agreement”) shall
have been entered into among Parent, Counterparty and GS&Co. in connection
with the public resale of the Registered Settlement Shares or Makewhole Shares,
as the case may be, by GS&Co. substantially similar to underwriting
agreements customary for underwritten offerings of equity securities, in form
and substance satisfactory to GS&Co., which Underwriting Agreement shall
include, without limitation, provisions substantially similar to those
contained in such underwriting agreements relating to the indemnification of,
and contribution in connection with the liability of, GS&Co. and its
affiliates, and conditions to closing, including, without limitation, comfort
letters from accountants and legal opinions.


4.             If Counterparty delivers Unregistered Settlement Shares
pursuant to paragraph 2 above:


(a)           all Unregistered Settlement Shares
shall be delivered to GS&Co. (or any affiliate of GS&Co. designated by
GS&Co.) pursuant to the exemption from the registration requirements of the
Securities Act provided by Section 4(2) thereof;



 B-1
 









 


(b)           as of or prior to the date of
delivery, GS&Co. and any potential purchaser of any such shares from
GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) identified
by GS&Co. shall be afforded a commercially reasonable opportunity to
conduct a due diligence investigation with respect to Parent customary in scope
for private placement of equity securities of similar size, as determined by
GS&Co. in its good faith and commercially reasonable discretion, taking
into account market conditions prevailing at that time and conditions and
nature of Counterparty at that time (including, without limitation, if deemed
appropriate by GS&Co., the right to have made available to them for
inspection all financial and other records, pertinent corporate documents and
other information reasonably requested by them); and


(c)           as of the date of delivery, Counterparty
shall have entered into an agreement (a “Private Placement
Agreement”) with GS&Co. (or any affiliate of GS&Co.
designated by GS&Co.) and Parent in connection with the private placement
of such shares by Counterparty to GS&Co. (or any such affiliate) and the
private resale of such shares by GS&Co. (or any such affiliate),
substantially similar to private placement purchase agreements customary for
private placements of equity securities, in form and substance commercially
reasonably satisfactory to GS&Co., which Private Placement Agreement shall
include, without limitation, provisions substantially similar to those
contained in such private placement purchase agreements relating to the
indemnification of, and contribution in connection with the liability of,
GS&Co. and its affiliates, and shall provide for the payment by
Counterparty of all fees and expenses in connection with such resale, including
all fees and expenses of counsel for GS&Co., and shall contain
representations, warranties and agreements of Counterparty reasonably necessary
or advisable to establish and maintain the availability of an exemption from
the registration requirements of the Securities Act for such resales.


5.             The
Forward Cash Settlement Amount shall be deemed to be the Forward Cash
Settlement Amount (as determined pursuant to the definition thereof under “Settlement
Terms”) plus an additional amount (determined
from time to time by the Calculation Agent in its commercially reasonable
judgment) attributable to interest that would be earned on such Forward Cash
Settlement Amount (increased on a daily basis to reflect the accrual of such
interest and reduced from time to time by the amount of net proceeds received
by GS&Co. upon receipt thereof) at a rate equal to the 3-month LIBOR plus
50 basis points for the period from, and including, the relevant Net Share
Settlement Date to, but excluding, the related date on which all the Shares
have been sold pursuant to the provisions of this Annex B and calculated on an
Actual/360 basis.  The foregoing
provision shall be without prejudice to GS&Co.’s rights under the Agreement
(including, without limitation, Sections 5 and 6 thereof).


6.             GS&Co.,
itself or through an affiliate (the “Selling Agent”)
or any underwriter(s), will sell all, or such lesser portion as may be required
hereunder, of the Registered Settlement Shares or Unregistered Settlement
Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered by Counterparty to GS&Co.
pursuant to paragraph 6 below commencing on the Net Share Settlement Date and
continuing until the date on which the aggregate Net Proceeds (as such term is
defined below) of such sales, as determined by GS&Co., is equal to the
Forward Cash Settlement Amount (such date, the “Final Resale
Date”).  If the proceeds of
any sale(s) made by GS&Co., the Selling Agent or any underwriter(s), net of
any fees and commissions (including, without limitation, underwriting or
placement fees) customary for similar transactions under the circumstances at
the time of the offering, together with reasonable out-of-pocket expenses
incurred in connection with the offer and sale of the Shares) (the “Net Proceeds”) exceed the Forward Cash Settlement Amount,
GS&Co. will refund, in U.S. Dollars, such excess to Counterparty on the
date that is three (3) Business Days following the Final Resale Date, and, if
any portion of the Settlement Shares remains unsold, GS&Co. shall return to
Counterparty on that date such unsold Shares.


7.             If the Calculation Agent determines
that the Net Proceeds received from the sale of the Registered Settlement
Shares or Unregistered Settlement Shares or any Makewhole Shares, if any,
pursuant to this paragraph 6 are less than the Forward Cash Settlement Amount
(the amount in U.S. Dollars by which the Net Proceeds are less than the Forward
Cash Settlement Amount being the “Shortfall” and
the date on which such determination is made, the “Deficiency
Determination Date”), Counterparty shall on the Exchange Business
Day next succeeding the Deficiency Determination Date (the “Makewhole Notice Date”) deliver to GS&Co., through the
Agent, a notice of Counterparty’s election that Counterparty shall either (i)
pay an amount in cash equal to the Shortfall on the day that is one (1)
Business Day after the Makewhole Notice Date, or (ii) deliver additional
Shares.  If Counterparty elects to
deliver to GS&Co. additional Shares, then Counterparty shall deliver
additional Shares in 



 B-2
 









 


compliance with the terms
and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole Shares”), on the first Clearance System Business
Day which is also an Exchange Business Day following the Makewhole Notice Date
in such number as the Calculation Agent reasonably believes would have a market
value on that Exchange Business Day equal to the Shortfall.  Such Makewhole Shares shall be sold by
GS&Co. in accordance with the provisions above; provided
that if the sum of the Net Proceeds from the sale of the originally delivered
Shares and the Net Proceeds from the sale of any Makewhole Shares is less than
the Forward Cash Settlement Amount then Counterparty shall, at its election,
either make such cash payment or deliver to GS&Co. further Makewhole Shares
until such Shortfall has been reduced to zero. 
For the avoidance of doubt, once the Shortfall has been so reduced to
zero, GS&Co. shall return to Counterparty any excess Makewhole Shares
delivered by Counterparty to GS&Co. or cash proceeds received by GS&Co.
from the sale of such excess Makewhole Shares.


8.             Notwithstanding the foregoing, in no event shall the
number of Settlement Shares, be greater than the Reserved Shares minus the amount of any Shares actually delivered under any
other Transaction(s) under this Master Confirmation (the result of such calculation,
the “Capped Number”).  Counterparty represents and warrants (which
shall be deemed to be repeated on each day that a Transaction is outstanding)
that the Capped Number is equal to or less than the number of Shares determined
according to the following formula:


A – B


Where            A = the number of
authorized but unissued shares of the Issuer that are not reserved for future
issuance on the date of the determination of the Capped Number; and


B = the maximum number of Shares required to be
delivered to third parties if Counterparty elected Share settlement of all
transactions in the Shares (other than Transactions in the Shares under this
Master Confirmation) with all third parties that are then currently outstanding
and unexercised.


 



 B-3















 




SUPPLEMENTAL CONFIRMATION


 


	
  To:

  	
   

  	
  IMS (Gibraltar) Holding Limited
  Suite 1 Burns House

  19 Town Range

  Gibraltar

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Goldman, Sachs & Co.

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Accelerated Share Buyback

  
	
   

  	
   

  	
   

  
	
  Ref. No:

  	
   

  	
  SDB1624202154

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  January 19, 2007

  



 


The purpose of this
Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and IMS (Gibraltar) Holding Limited (“Counterparty” and together with GS&Co., the “Contracting Parties”) on the Trade Date specified
below.  This Supplemental Confirmation is
a binding contract between GS&Co. and Counterparty as of the relevant Trade
Date for the Transaction referenced below.


1.             This Supplemental Confirmation supplements, forms part
of, and is subject to the Master Confirmation dated as of  January
19, 2007 (the “Master Confirmation”) between the
Contracting Parties, as amended and supplemented from time to time.  All provisions contained in the Master
Confirmation govern this Supplemental Confirmation except as expressly modified
below.


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


 


	
  Trade Date:

  	
   

  	
  January 19, 2007

  
	
   

  	
   

  	
   

  
	
  Initial Share Price:

  	
   

  	
  USD27.71 per Share.

  
	
   

  	
   

  	
   

  
	
  Scheduled Valuation Date:

  	
   

  	
  April 16, 2007

  
	
   

  	
   

  	
   

  
	
  First Acceleration Date:

  	
   

  	
  February 26, 2007 (or, if such date is not a
  Scheduled Trading Day, the next following Scheduled Trading Day).

  
	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
  6,134,970

  
	
   

  	
   

  	
   

  
	
  Settlement Price Adjustment Amount:

  	
   

  	
  USD0.27 per Share

  
	
   

  	
   

  	
   

  
	
  Initial Purchase Price:

  	
   

  	
  USD170,000,018.70

  
	
   

  	
   

  	
   

  
	
  Ordinary Dividend Amount:

  	
   

  	
  For any calendar quarter, USD0.03

  
	
   

  	
   

  	
   

  
	
  Termination Price:

  	
   

  	
  Prior to the First Acceleration Date, USD10.00 per
  Share; on and after the First Acceleration Date, USD0.00.

  
	
   

  	
   

  	
   

  
	
  Counterparty Additional Payment Amount:

  	
   

  	
  USD0.00

  



3.             Counterparty represents and
warrants to GS&Co. that neither it nor any “affiliated purchaser”
(as defined in Rule 10b-18 under the Exchange Act) have made any purchases of blocks pursuant to the proviso in Rule
10b-18(b)(4) under the Exchange Act during the four full calendar weeks
immediately preceding the Trade Date.



 1
 









4.             This Supplemental Confirmation may be executed in any
number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Supplemental Confirmation by
signing and delivering one or more counterparts.



 2














Each of
Counterparty and GS&Co. hereby agrees (a) to check this Supplemental
Confirmation carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm
that the foregoing (in the exact form provided by GS&Co.) correctly sets
forth the terms of the agreement between GS&Co. and Counterparty with
respect to this Transaction, by manually signing this Supplemental Confirmation
or this page hereof as evidence of agreement to such terms and providing the
other information requested herein and immediately returning an executed copy
to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.


	
   

  	
   

  	
  Yours sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GOLDMAN, SACHS & CO.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  David
  Goldenberg

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
  Agreed and accepted by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IMS (GIBRALTAR) HOLDING LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Cathy N.
  LoBosco

  	
   

  	
   

  
	
   

  	
  Name: Cathy N. LoBosco

  	
   

  	
   

  
	
   

  	
  Title: Director