INVESTMENT MANAGEMENT TRUST AGREEMENT

EXHIBIT 10.3

INVESTMENT MANAGEMENT TRUST AGREEMENT

     This Agreement is made as of December 12, 2007 by and between LIBERTY ACQUISITION HOLDINGS CORP. (the “ Company ”) and Continental Stock Transfer & Trust Company (the “ Trustee ”).

     WHEREAS, the Company’s (i) Registration Statement on Form S-1 (File No. 333-145559), as amended (the “ Initial Registration Statement ”) for its initial public offering of securities (the “ IPO ”) has been declared effective as of December 6, 2007 by the Securities and Exchange Commission (the “ Effective Date ”) and (ii) Registration Statement on Form S-1 (File No. 333-147880) filed pursuant to Rule 462(b) under the Securities Act of 1933 (the “ Rule 462(b) Registration Statement ”) was effective upon filing on the Effective Date (such Initial Registration Statement and Rule 462(b) Registration Statement collectively referred to herein as the “ Registration Statement ”);

     WHEREAS, Citigroup Global Markets Inc. (“ Citigroup ”) is acting as the representative of the underwriters in the IPO; and

     WHEREAS, as described in the Registration Statement, $1,016,702,500 consisting of (a) $1,004,702,500 of the net proceeds of the IPO after adjusting for certain offering expenses and (b) $12,000,000 of the proceeds from the sale of the Sponsors’ Warrants, will be delivered to the Trustee to be deposited and held in a trust account for the benefit of (i) prior to the consummation of a Business Combination (as defined, and in accordance with the terms and conditions set forth, in the Registration Statement), (A) the holders of the Company’s common stock, par value $0.0001, issued in the IPO and (B) to the extent (and only to the extent) that the amount held in such trust account is distributable to the Company pursuant to Sections 2(a) and 2(b) below, the Company, and (ii) after the consummation of a Business Combination (as defined, and in accordance with the terms and conditions set forth, in the Registration Statement), the Company, in each case as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the “ Property ,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “ Public Stockholders ,” and the Public Stockholders and, to the extent that the Property is held in trust for the benefit of the Company as specified in clauses (i) and (ii) above, the Company will be referred to together as the “ Beneficiaries ”); and

     WHEREAS, a portion of the Property consists $27,427,500 attributable to the underwriters’ discount which Citigroup has agreed to deposit in the Trust Account (as defined below); and

     WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;

     IT IS AGREED:

     1.  Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:

          (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in segregated trust accounts (the “ Trust Account ”) established by the

Trustee at a branch of J.P. Morgan Chase N.Y. and at a brokerage institution selected by the Trustee;

          (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

          (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in Government Securities and/or in any open ended money market fund(s) selected by the Company meeting the conditions of Sections (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company. As used herein, “ Government Security ” means any Treasury Bill issued by the United States, having a maturity of one hundred and eighty days or less;

          (d) Collect and receive, when due, all principal and income arising from the Property, which income, net of taxes and periodic payments of up to 1% of the gross proceeds of the IPO (including the underwriters’ over-allotment option to the extent exercised) made to the Company to fund its working capital requirements, shall become part of the “Property,” as such term is used herein;

          (e) Notify the Company of all communications received by it with respect to any Property requiring action by the Company;

          (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns relating to income from the Property in the Trust Account or otherwise;

          (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup in writing to do so;

          (h) Render to the Company, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;

          (i) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation; and

          (j) Commence liquidation of the Trust Account only upon receipt of and only in accordance with the terms of a letter (the “ Termination Letter ”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B , signed on behalf of the Company by its Chief Executive Officer or other authorized officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein.

     2.  Limited Distributions of Income From Trust Account .

          (a) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, at the written instruction of the Company, the Trustee shall disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as required to pay income taxes;

          (b) Upon written request from the Company in a form substantially similar to that attached hereto as Exhibit C , which may be given not more than once in any month, the Trustee shall distribute to the Company by wire transfer an amount equal to the income collected on the Property through the last day of the month immediately preceding the date of receipt of the Company’s request; provided , however , that the maximum amount of distributions, net of taxes, that the Company may request and the Trustee shall distribute pursuant to this Section 2(b) shall be 1% of the gross proceeds of the IPO (including the underwriters’ over-allotment option to the extent exercised). The first such distribution shall include income through the end of the month in which the effective date of the IPO occurred, with the Company’s request made following the end of such month in which the effective date of the IPO occurred. It is understood that the Trustee’s only responsibility under this section is to follow the instruction of the Company; and

          (c) Except as provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(j) hereof.

     3.  Agreements and Covenants of the Company . The Company hereby agrees and covenants to:

          (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer or other authorized officer authorized in writing by the Chief Executive Officer. In addition, except with respect to its duties under Section 1(i) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

          (b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section, it shall notify the Company in writing of such claim (hereinafter referred to as the “ Indemnified Claim ”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim . The Company may participate in such action with its own counsel; and

          (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on

Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that said transaction processing fees shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Fund. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c) and as may be provided in Section 3(b) hereof (it being expressly understood that the Property shall not be used to make any payments to the Trustee under such Sections).

     4.  Limitations of Liability . The Trustee shall have no responsibility or liability to:

          (a) Take any action with respect to the Property, other than as directed in Section 1 hereof and the Trustee shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;

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