DP World Saga - DP World/AIG Letter

15 February 2007

At the request of the U.S. Congress, in early 2006 DP World promised to sell the U.S. port operations it acquired as part of its acquisition of P&O to a U.S. buyer. After a rigorous action process, DP World selected AIG Global Investment Group (AIGGIG), a wholly owned subsidiary of American International Group (AIG), as the U.S. buyer. AIG is a leading U.S. company with strong ties to the New York/New Jersey area which is listed on the NYSE. AIGGIG is a leading U.S. investment company with over $680 billion of assets under its management. AIGGIG has made over $10 billion in infrastructure investments of this nature, which will soon include the U.S. port operations of P&O. The existing P&O Ports North America management will stay in place after the sale is completed.

The sale of the U.S. terminals to AIGGIG is now ready to be completed. This cannot happen, however, until the Port Authority of New York and New Jersey grants its consent to the change in control as required under its lease agreement for the Port Neward Container Terminal (PNCT). The Port Authority has indicated that it will not give this consent unless the parties pay a fee of up to $84 million to the Port Authority. As you are aware, the lease does not provide for any fee for this consent. Indeed, we are not aware of any such consent fee for ports anywhere in the U.S. or globally. The fee being requested by the Port Authority is far in excess of any reasonable administrative fee.

The sale of the U.S. terminals by DP World to AIGGIG cannot be completed without the Port Authority's consent. If the Port Authority continues with its unreasonable request, the sale will fail. We seek your urgent attention to this matter.

Sincerely,

DP WORLD
Mohammed Sharaf

AIG GLOBAL INVESTMENT GROUP
Christopher H. Lee

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