8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) — May 6, 2010

ASSURED GUARANTY LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-32141	98-0429991
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Assured Guaranty Ltd.

30 Woodbourne Avenue

Hamilton HM 08 Bermuda

(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 279-5700

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition

On May 10, 2010, Assured Guaranty Ltd. (“AGL” or the “Company”) issued a press release reporting its first quarter 2010 results and the availability of its March 31, 2010 financial supplement. The press release and the financial supplement are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein.

Item 5.03Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 6, 2010, the shareholders of AGL approved and adopted the First Amended and Restated Bye-laws of AGL.  The amendments reflected changes in Bermuda law as well as corporate governance amendments. The amendments are described in more detail in (i) pages 65-68 of AGL’s proxy statement dated March 24, 2010, (ii) Exhibit B to AGL’s proxy statement dated March 24, 2010, which contains the text of the First Amended and Restated Bye-laws marked to show the proposed changes from the Bye-laws prior to the amendments, and (iii) AGL’s proxy supplement dated April 27, 2010, each of which is incorporated by reference herein.

A copy of the First Amended and Restated Bye-laws of AGL is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 5.07Submission of Matters to a vote of Security Holders

AGL convened its annual general meeting of shareholders on May 6, 2010 pursuant to notice duly given.  The matters voted upon at the meeting and the results of such voting are set forth below:

1.   Election of three Class III directors for a term expiring in 2013

01Election of Neil Baron

For	Withheld	Broker Non-Votes
119,583,982	32,565,967	13,573,331

02Election of G. Lawrence Buhl

For	Withheld	Broker Non-Votes
119,705,512	32,444,437	13,573,331

03Election of Dominic J. Frederico

For	Withheld	Broker Non-Votes
121,369,086	30,780,863	13,573,331

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2.   Amendment and Restatement of the Company’s Bye Laws

2.1 Bermuda law change amendments

For	Against	Abstain
164,697,560	839,479	186,241

2.2 Corporate governance amendments

For	Against	Abstain
155,215,126	10,306,656	201,498

3.   Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Auditors for year ending December 31, 2010

For	Against	Abstain
165,606,585	48,200	68,495

4.   Subsidiary Proposals

4.1 Authorizing AGL to vote for directors of its subsidiary, Assured Guaranty Re Ltd. (“AG Re”), for terms expiring in 2011:

01Election of Howard Albert

For	Withheld	Broker Non-Votes
140,488,872	11,661,077	13,573,331

02Election of Robert A. Bailenson

For	Withheld	Broker Non-Votes
140,614,595	11,535,354	13,573,331

03Election of Russell B. Brewer

For	Withheld	Broker Non-Votes
140,483,060	11,666,889	13,573,331

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04Election of Gary Burnet

For	Withheld	Broker Non-Votes
140,490,178	11,659,771	13,573,331

05Election of Dominic J. Frederico

For	Withheld	Broker Non-Votes
139,007,009	13,142,940	13,573,331

06Election of Séan W. McCarthy

For	Withheld	Broker Non-Votes
140,488,131	11,661,818	13,573,331

07Election of James M. Michener

For	Withheld	Broker Non-Votes
140,614,512	11,535,437	13,573,331

08Election of Robert B. Mills

For	Withheld	Broker Non-Votes
140,614,595	11,535,354	13,573,331

09Election of Kevin Pearson

For	Withheld	Broker Non-Votes
140,489,441	11,660,508	13,573,331

10Election of Andrew Pickering

For	Withheld	Broker Non-Votes
140,188,266	11,661,683	13,573,331

4.2 Authorizing AGL to vote for the appointment of PricewaterhouseCoopers LLP (“PwC”) as independent auditors of its subsidiary, Assured Guaranty Re Ltd., for the year ending December 31, 2010:

For	Against	Abstain
165,603,511	51,873	67,896

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4.3 Authorizing AGL to vote for the appointment of PwC as independent auditors of its subsidiary, Assured Guaranty Ireland Holdings Ltd., for the year ending December 31, 2010:

For	Against	Abstain
165,289,147	56,594	377,539

Item 9.01Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
3.1	First Amended and Restated Bye-laws of Assured Guaranty Ltd.
4.1	First Amended and Restated Bye-laws of Assured Guaranty Ltd. (Incorporated by reference to Exhibit 3.1)
99.1	Assured Guaranty Ltd. Press release dated May 10, 2010 reporting first quarter 2010 results
99.2	March 31, 2010 Financial Supplement of Assured Guaranty Ltd.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ASSURED GUARANTY LTD.
	By:	/s/ James M. Michener
		Name:	James M. Michener
		Title:	General Counsel
DATE:  May 10, 2010

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EXHIBIT INDEX

Exhibit Number	Description
3.1	First Amended and Restated Bye-laws of Assured Guaranty Ltd.
4.1	First Amended and Restated Bye-laws of Assured Guaranty Ltd. (Incorporated by reference to Exhibit 3.1)
99.1	Assured Guaranty Ltd. Press release dated May 10, 2010 reporting first quarter 2010 results
99.2	March 31, 2010 Financial Supplement of Assured Guaranty Ltd.

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EX-3.1

Exhibit 3.1

FIRST AMENDED AND RESTATED

B Y E - L A W S

of

ASSURED GUARANTY LTD.

As adopted on May 6, 2010

TABLE OF CONTENTS

		Page
INTERPRETATION		1
1.	Interpretation	1
BOARD OF DIRECTORS		4
2.	Board of Directors	4
3.	Management of Company	4
4.	Power to Appoint Managing Director or Chief Executive Officer	5
5.	Power to Appoint Manager	5
6.	Power to Authorize Specific Actions	5
7.	Power to Appoint Attorney	5
8.	Power to Delegate	5
9.	Power to Appoint and Dismiss Employees	6
10.	Power to Borrow and Charge Property	6
11.	Exercise of Power to Purchase Shares of or Discontinue the Company	7
12.	Board Size; Classes of Directors	7
13.	Defects in Appointment Of Directors	8
14.	Shareholder Proposals and Nominations	8
15.	Removal of Directors	9
16.	Other Vacancies on the Board	9
17.	Notice of Meetings of the Board	10
18.	Quorum at Meetings of the Board	10
19.	Meetings of the Board	10
20.	Unanimous Written Resolutions	11
21.	Contracts and Disclosure of Directors’ Interests	11
22.	Remuneration of Directors	11
OFFICERS		12
23.	Officers of the Company	12
24.	Appointment of Officers	12
25.	Remuneration of Officers	12
26.	Duties of Officers	12
27.	Chairman of Meetings	12

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28.	Register of Directors and Officers	12
MINUTES		13
29.	Obligations of Board to Keep Minutes	13
INDEMNITY		13
30.	Indemnification and Exculpation of Directors of the Company and Others	13
31.	Waiver of Claim by the Company and Shareholders	15
MEETINGS		15
32.	Notice of Annual General Meeting	15
33.	Notice of Special General Meeting	15
34.	Accidental Omission of Notice of General Meeting	16
35.	Meeting Called on Requisition of Shareholders	16
36.	Short Notice	16
36A.	Giving Notice and Access	16
37.	Postponement of Meetings	17
38.	Quorum for General Meeting	17
38A.	Chairman to Preside at General Meetings	17
39.	Adjournment of Meetings	17
40.	Attendance at Meetings	18
41.	Written Resolutions	18
42.	Attendance of Directors	19
43.	Voting at Meetings	19
44.	Voting by Poll	20
45.	Decision of Chairman	20
46.	Instrument of Proxy	21
47.	Representation of Corporations etc. at Meetings	22
VOTES OF SHAREHOLDERS		22
48.	General	22
49.	Adjustment of Voting Power	22
50.	Other Adjustments of Voting Power	23
51.	Notice	23

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52.	Board Determination Binding	24
53.	Requirement to Provide Information and Notice	24
CERTAIN SUBSIDIARIES		25
54.	Voting of Subsidiary Shares	25
55.	Bye-laws or Articles of Association of Certain Subsidiaries	25
SHARE CAPITAL AND SHARES		25
56.	Rights of Shares	25
57.	Power to Issue Shares	26
58.	Variation of Rights, Alteration of Share Capital and Purchase of Shares of the Company	28
59.	Registered Holder of Shares	28
60.	Death of a Joint Holder	29
61.	Share Certificates	29
62.	Calls on Shares	29
63.	Forfeiture of Shares	30
64.	Repurchase of Shares	30
REGISTER OF SHAREHOLDERS		31
65.	Contents of Register of Shareholders	31
66.	Inspection of Register of Shareholders	31
67.	Determination of Record Dates	31
TRANSFER OF SHARES		32
68.	Instrument of Transfer	32
69.	Restrictions on Transfer	32
70.	Transfers by Joint Holders	33
TRANSMISSION OF SHARES		33
71.	Representative of Deceased Shareholder	33
72.	Registration on Death or Bankruptcy	33
DIVIDENDS AND OTHER DISTRIBUTIONS		34
73.	Declaration of Dividends by the Board	34
74.	Other Distributions	34

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75.	Reserve Fund	34
76.	Deduction of Amounts Due to the Company	34
CAPITALIZATION		34
77.	Issue of Bonus Shares	34
ACCOUNTS AND FINANCIAL STATEMENTS		35
78.	Records of Account	35
79.	Financial Year End	35
80.	Financial Statements	35
AUDIT		35
81.	Appointment of Auditor	35
82.	Remuneration of Auditor	36
83.	Vacation of Office of Auditor	36
84.	Access to Books of the Company	36
85.	Report of the Auditor	36
NOTICES		36
86.	Notices to Shareholders of the Company	36
87.	Notices to Joint Shareholders	37
88.	Service and Delivery of Notice	37
SEAL OF THE COMPANY		37
89.	The Seal	37
90.	Manner in which Seal is to be Affixed	37
WINDING-UP		37
91.	Winding-Up/Distribution by Liquidator	37
ALTERATION OF BYE-LAWS		38
92.	Alteration of Bye-Laws	38

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INTERPRETATION

1.Interpretation

(1)           In these Bye-laws the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

(a)“Act” means the Companies Act 1981 as amended from time to time;

(b)“Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with such person, provided that no Shareholder or indirect holder or owner of shares shall be deemed an Affiliate of another Shareholder solely by the reason of an investment in the Company.  For the purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise.

(c)“Attribution Percentage” shall mean, with respect to a Shareholder, the percentage of the Shareholder’s shares that are treated as Controlled Shares of a Tentative 9.5% U.S. Shareholder.

(d)“Audit Committee” means the audit committee appointed by the Board in accordance with these Bye-laws, provided that in the event that the Board shall not have appointed an Audit Committee, members of the Board who  satisfy  the requirements of the New York Stock Exchange  (or such other stock exchange as may serve as the primary stock exchange for the Company’s common shares) and Rule 10A-3 pursuant to the U.S. Securities Exchange Act of 1934, as amended, shall constitute the Audit Committee;

(e)“Auditor” includes any individual, partnership or other entity appointed in accordance with the Act;

(f)“Board” means the Board of Directors appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the Directors present at a meeting of Directors at which there is a quorum;

(g)“Cause” means willful misconduct, fraud, gross negligence, embezzlement or any criminal conduct or violation of law or applicable rule of a self-regulatory organization;

(h)“Code” means the Internal Revenue Code of 1986, as amended, of the United States of America;

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(i)“Company” means the company for which these Bye-laws are approved and confirmed;

(j)“Compensation Committee” means the compensation committee appointed by the Board in accordance with these Bye-laws or such other committee as may be designated to perform compensation functions as required by applicable rule or regulation, provided that in the event that the Board shall not have appointed a Compensation Committee, the members of the  Board who  satisfy (i) the requirements of the New York Stock Exchange  (or such other stock exchange as may serve as the primary stock exchange for the Company’s common shares) and  (ii) any other applicable requirements  for directors who determine compensation, such as the requirements for non-employee directors under Rule 16b-3 pursuant to the U.S. Securities Exchange Act of 1934, as amended, and the requirements for outside directors under Section 162(m) of the Code shall constitute the Compensation Committee;

(k)“Controlled Shares” in reference to any person means all shares of the Company directly, indirectly or constructively owned by such person as determined pursuant to Section 958 of the Code and Treasury Regulations promulgated thereunder and under Section 957 of the Code;

(l)“Director” means a director of the Company;

(m)“Executive Committee” means the executive committee appointed by the Board in accordance with these Bye-laws;

(n)“Finance Committee” means the finance committee appointed by the Board in accordance with these Bye-laws, provided that in the event that the Board shall not have appointed a Finance Committee, the Board shall constitute the Finance Committee;

(o)“Indirect” means when referring to a holder or owner of shares, ownership of shares within the meaning of Section 958(a)(2) of the Code;

(p)“9.5% U.S. Shareholder” means a “United States person” as defined in the Code (a “U.S. Person”) whose Controlled Shares constitute nine and one-half percent (9.5%) or more of the voting power (determined without applying the voting power adjustments or eliminations in Bye-laws 49-53 (inclusive)) of all issued and outstanding shares of the Company and who generally would be required to recognize income with respect to the Company under Section 951(a)(1) of the Code, if the Company were a controlled foreign corporation as defined in Section 957 of the Code; and if the ownership threshold under Section 951(b) of the Code; were 9.5%.

(q)“Nominating and Governance Committee” means the nominating and governance committee appointed by the Board in accordance with these Bye-laws or such other committee as may be designated to perform

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director nominating and governance functions as required by applicable rule or regulation, provided that in the event that the Board shall not have appointed a Nominating and Governance Committee, members of the Board who  satisfy  the requirements of the New York Stock Exchange  (or such other stock exchange as may serve as the primary stock exchange for the Company’s common shares) shall constitute the Nominating and Governance Committee.

(r)“Notice” means written notice as further defined in these Bye-laws unless otherwise specifically stated;

(s)“Officer” means any person appointed by the Board to hold an office in the Company;

(t)“Register of Directors and Officers” means the Register of Directors and Officers referred to in these Bye-laws;

(u)“Register of Shareholders” means the Register of Shareholders referred to in these Bye-laws and shall be the same “register of members” required to be kept by the Company under the Act;

(v)“Resident Representative” means any person appointed to act as resident representative;

(w)“Risk Oversight Committee” means the risk oversight committee appointed by the Board in accordance with these Bye-laws, provided that in the event that the Board shall not have appointed a Risk Oversight Committee, the Board shall constitute the Risk Oversight Committee;

(x)“Secretary” means the person appointed to perform any or all the duties of secretary of the Company and includes any deputy or assistant or acting secretary;

(y)“Shareholder” means the person registered in the Register of Shareholders as the holder of shares (sometimes referred to in these Bye-laws as the direct holder) of the Company and shall have the same meaning as the term “Member” in the Act;

(z)“Tentative 9.5% U.S. Shareholder” means a U.S. Person that, but for adjustments or eliminations of the voting power of shares pursuant to Bye-laws 49-53 (inclusive), would be a 9.5% U.S. Shareholder;

(aa)“Treasury Share” means a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled; and

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(bb)“United States of America” or “U.S.” means the United States of America and dependent territories or any part thereof.

(2)           In these Bye-laws, where not inconsistent with the context:

(a)words denoting the plural number include the singular number and vice versa;

(b)words denoting the masculine gender include the feminine and neuter gender;

(c)words importing persons include individuals, companies, associations, partnerships, firms or bodies of persons whether corporate or not;

(d)the words:

(i)            “may” shall be construed as permissive;

(ii)           “shall” shall be construed as imperative;

(e)unless otherwise provided herein words or expressions defined in the Act shall bear the same meaning in these Bye-laws; and

(f)references to specific statutes or regulations shall be deemed to include references to successor statutes or regulations.

(3)           Expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in a visible form.

(4)           Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.

BOARD OF DIRECTORS

2.Board of Directors

The business and affairs of the Company shall be managed and conducted by the Board.

3.Management of Company

(1)           In managing the business and affairs of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general meeting.  The Board may also present any petition and make any application in connection with the liquidation or reorganization of the Company.

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(2)           No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

(3)           The Board may procure that the Company pays all expenses incurred in promoting and incorporating the Company.

4.Power to Appoint Managing Director or Chief Executive Officer

The Board may from time to time appoint one or more Directors to the office of Managing Director or Chief Executive Officer of the Company who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company.

5.Power to Appoint Manager

The Board may appoint a person to act as manager of the Company’s day-to-day business or any part thereof (and the Board may appoint more than one managers as manager of different parts of the Company’s business) and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business.

6.Power to Authorize Specific Actions

The Board may from time to time and at any time authorize (and confer powers upon) any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.

7.Power to Appoint Attorney

The Board may from time to time and at any time by power of attorney appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorize any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney.

8.Power to Delegate

(1)           The Board may delegate any (and all in the case of the Executive Committee) of its powers (including the power to sub-delegate) to a committee appointed by the Board which may consist of one or more Shareholders or wholly of Directors, or partly or entirely of non-Directors, and every such committee shall conform to such directions as the Board shall impose on them. Without limiting the foregoing, such committees may include  (separately or combined to the extent permitted by applicable law or regulation):

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(a)an Audit Committee, which may, among other things, review the internal administrative and accounting controls of the Company and the Company’s subsidiary companies or other companies associated with the Company and recommend to the Shareholders the appointment of Auditor;

(b)a Compensation Committee, which may, among other things, establish and review the compensation of Officers and the compensation policies and procedures of the Company and the Company’s subsidiary companies or other companies associated with the Company;

(c)an Executive Committee, which shall have all of the powers of the Board between meetings of the Board;

(d)a Finance Committee, which may, among other things, establish and review the investment policy of the Company, and review and make recommendations regarding the Company’s capital structure, financing activities and dividend policy;

(e)a Nominating and Governance Committee, which may, among other things, assist the Board in identifying individuals to be nominated to serve as Directors, establish and review the Company’s governance guidelines and establish and review the compensation of Directors; and

(f)a Risk Oversight Committee, which may among other things, assist the Board with establishment of the Company’s risk tolerance and oversight of management’s establishment  and implementation of standards, controls, limits, guidelines and policies relating to  risk assessment  and risk management.

(2)           The meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board, and in that connection the Board may authorize a committee to adopt such rules for its meetings (including, without limitation, notice periods and quorum requirements) and the conduct of its affairs as the committee sees fit.

(3)           The Board may delegate to any company, firm, person, or body of persons any power of the Board (including the power to sub-delegate).

9.Power to Appoint and Dismiss Employees

The Board may appoint, suspend or remove any officer, manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties.

10.Power to Borrow and Charge Property

The Board may exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and

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uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party.

11.Exercise of Power to Purchase Shares of or Discontinue the Company

(1)           The Board may exercise all the powers of the Company to purchase (sometimes referred to in these Bye-laws as “repurchase”) or acquire all or any part of its own shares pursuant to the Act for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit,  provided, however, that such repurchase shall not be made if, in the Board’s determination, it would result in a non-de minimis adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any direct or indirect holder of shares or its Affiliates.

(2)           The Board may exercise all the powers of the Company to discontinue the Company to a named country or jurisdiction outside Bermuda pursuant to the Act.

12.Board Size; Classes of Directors

(1)           The Board shall consist of not less than 3 and not more than 21 Directors (as determined by resolution of the Board of Directors) the exact number to be determined from time to time by resolution adopted by the affirmative vote of at least two-thirds majority of the Board then in office; provided, however, that if no such resolution shall be in effect the number of Directors shall be deemed to be the number of Directors then in office if such number is within the range specified by this Bye-law 12(1) and if the number of Directors then in office is less than three, the number of Directors shall be deemed to be three Directors. Any increase in the size of the Board pursuant to this Bye-law 12(1) shall be deemed to be a vacancy and may be filled in accordance with Bye-law 16 hereof.  Directors shall be elected, except in the case of a vacancy (as provided for in Bye-law 15 or 16, as the case may be), by the Shareholders in the manner set forth in paragraph (2) of this Bye-law 12 at an annual general meeting or any special general meeting called for the purpose and who shall hold office for the term set forth in paragraph (2) of this Bye-law 12.

(2)           The Directors shall be divided into three classes, designated Class I, Class II and Class III.  Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting the entire Board of Directors. Each class of directors shall have a three year term.  At each annual general meeting, successors to the class of Directors whose term expires at that annual general meeting shall be elected for a three year term.  If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any Director of any class elected to fill a vacancy shall hold office for a term that shall coincide with the remaining term of the other Directors of that class, but in no case shall a decrease in the number of Directors shorten the term of any Director then in office.  A Director shall hold office until the annual general meeting for the year in which his term expires, subject to his office being vacated pursuant to Bye-law 15 or 16. Notwithstanding the foregoing, each Director shall hold office until such Director’s successor shall have been duly elected or until they are removed from office by the Shareholders pursuant to Bye-law 15 or their office is otherwise vacated.  In the event of

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any change in the number of Directors, the Board of Directors shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of Directors in each class.

13.Defects in Appointment Of Directors

All acts done bona fide by any meeting of the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

14.Shareholder Proposals and Nominations

(1)           If a Shareholder desires to submit a proposal for consideration at an annual general meeting or special general meeting, or to nominate persons for election as Directors at any general meeting duly called for the election of Directors, written notice of such Shareholder’s intent to make such a proposal or nomination must be given and received by the Secretary of the Company at the principal executive office or registered office of the Company not later than (i) with respect to an annual general meeting of Shareholders, ninety (90) days prior to the anniversary date of the immediately preceding annual general meeting, and (ii) with respect to a special general meeting, the close of business on the tenth (10th) day following the date on which notice of such meeting is first sent or given to Shareholders.  Each notice shall describe the proposal or nomination in sufficient detail for a proposal or nomination to be summarized on the agenda for the meeting and shall set forth (i) the name and address, as it appears on the books of the Company, of the Shareholder who intends to make the proposal or nomination; (ii) a representation that the Shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such proposal or nomination; and (iii) the class and number of shares of the Company which are beneficially owned by the Shareholder.  In addition, in the case of a Shareholder’s proposal, the notice shall set forth the reasons for conducting such proposed business at the meeting and any material interest of the Shareholder in such business.

(2)           In the case of a nomination of any person for election as a Director, the notice shall set forth:  (i) the name and address of any person to be nominated; (ii) a description of all arrangements or understandings between the Shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Shareholder; (iii) such other information regarding such nominee proposed by such Shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, of the United States of America, whether or not the Company is then subject to such Regulation; and (iv) the consent of each nominee to serve as a Director of the Company, if so elected.

(3)           The chairman of the annual general meeting or special general meeting shall, if the facts warrant (as he may determine), refuse to acknowledge a proposal or nomination not made in compliance with the foregoing procedure, and any such proposal or nomination not properly brought before the meeting shall not be considered.

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(4)           Notwithstanding anything contained in these Bye-laws to the contrary, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the total combined voting power of all the issued and outstanding shares of the Company (after giving effect to any adjustments or eliminations of voting power under Bye-laws 49-53 (inclusive)) shall be required to amend or repeal, or adopt any Bye-law provision inconsistent with, this Bye-law 14.

15.Removal of Directors

(1)           The Shareholders may, at any annual general or special general meeting convened and held in accordance with these Bye-laws, remove a Director before the expiry of his term only for Cause by the affirmative vote of Shareholders holding at least a majority of the total combined voting power of all of the issued and outstanding shares of the Company (after giving effect to any adjustments or eliminations of voting power under Bye-laws 49-53 (inclusive)); provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served upon such Director not less than 14 days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for such Director’s removal without prejudice to Bye-law 41.

(2)           A vacancy on the Board created by the removal of a Director under the provisions of paragraph (1) of this Bye-law may be filled by the affirmative vote of Shareholders holding at least a majority of the total combined voting power of all of the issued and outstanding shares of the Company (after giving effect to any adjustments or eliminations of voting power under Bye-laws 49-53 (inclusive)) at the meeting at which such Director is removed and, in the absence of such election or appointment, the Board may fill the vacancy.  A Director so elected or appointed shall hold office until the next annual general meeting or until such Director’s office is otherwise vacated and shall serve within the same class of Directors as the predecessor.  If term of such class extends beyond such next annual general meeting, then at such next annual general meeting the Shareholders shall elect a Director to serve the remaining term of such class.

16.Other Vacancies on the Board

(1)           The Board shall have the power from time to time and at any time to appoint any person as a Director to fill a vacancy on the Board occurring as the result of any of the events listed in paragraph (3) of this Bye-law 16 or from an increase in the size of the Board of Directors pursuant to Bye-law 12.  The Board shall also have the power from time to time to fill any vacancy left unfilled at a general meeting.  A Director appointed by the Board to fill a vacancy shall hold office until the next annual general meeting or until such Director’s office is otherwise vacated.  When filling the vacancy, the Board shall assign the Director to a class in keeping with the provisions of Bye-law 12(2).  If term of such class extends beyond such next annual general meeting, then at such next annual general meeting the Shareholders shall elect a Director to serve the remaining term of such class.

(2)           The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may act

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for the purpose of (i) summoning a general meeting of the Company, or (ii) preserving the assets of the Company.

(3)           The office of a Director shall be vacated if the Director:

(a)is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law;

(b)is or becomes bankrupt, or makes any arrangement or composition with his creditors generally;

(c)is or becomes disqualified, of unsound mind, or dies; or

(d)resigns his or her office by notice in writing to the Company if such Director is not an employee of the Company or any of its subsidiaries; provided, however that if such individual has also served as an employee of the Company or any of its subsidiaries and ceases to be employed by the Company or any of its subsidiaries or is employed by the Company or any of its subsidiaries in a different capacity, the Board of Directors may approve the retention of such individual as a Director, without such Director participating in the vote, in which case the office of Director shall not be deemed vacated.

17.Notice of Meetings of the Board

(1)           The Chairman may, and the Chairman may instruct the Secretary on the requisition of a majority of the Directors then in office shall, at any time, upon at least 24 hours notice, summon a meeting of the Board, provided that all the Directors may consent to a shorter notice period.

(2)           Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally in person or by telephone or otherwise communicated or sent to such Director by post, electronic means (including, without limitation, facsimile or electronic mail) or other mode of representing words in a visible form at such Director’s last known address or in accordance with any other instructions given by such Director to the Company for this purpose.

18.Quorum at Meetings of the Board

The quorum necessary for the transaction of business at a meeting of the Board shall be at least one-half of the total number of the Directors then in office, present in person or represented by a duly authorized representative appointed in accordance with the Act, provided that at least two Directors are present in person.

19.Meetings of the Board

(1)           The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.

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(2)           Directors may participate in any meeting of the Board by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

(3)           A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

(4)           Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be one, shall act as chairman at all meetings of the Board at which such person is present.  In his or her absence, a chairman shall be appointed or elected by the Directors present at the meeting.

20.Unanimous Written Resolutions

A resolution in writing signed by all the Directors which may be in counterparts, which signature may be by electronic transmission, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution provided that any such resolution shall be valid only if the Board has not determined that the use of a resolution in writing would result in a non-de minimis adverse tax, regulatory or legal consequence to the Company, any subsidiary of the Company, or any direct or indirect holder of shares or its Affiliates.  For the purposes of this Bye-law only, “the Directors” shall not include an alternate Director.

21.Contracts and Disclosure of Directors’ Interests

(1)           Any Director may hold any other office or place of profit under the Company, and any Director, or any Director’s firm, partner or any company or enterprise with whom any Director is associated, may act in any capacity for the Company and such Director or such Director’s firm, partner or such company or enterprise shall be entitled to remuneration for services or work as if such Director were not a Director, provided that nothing herein contained shall authorize a Director or Director’s firm, partner or such company or enterprise to act as Auditor of the Company.

(2)           A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act.

(3)           Following a declaration being made pursuant to this Bye-law, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.

22.Remuneration of Directors

The remuneration and benefits (if any) of the Directors shall be determined by the Nominating and Governance Committee or such other committee as may be designated for such

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purpose in accordance with applicable rules and regulations and shall be deemed to accrue from day to day.  The Directors may also be paid or reimbursed for all travel, hotel and other expenses properly and reasonably incurred by them in attending and returning from meetings of the Board, any committee appointed by the Board, general meetings of the Company or in connection with the business of the Company or their duties as Directors generally.

OFFICERS

23.Officers of the Company

The Officers of the Company may consist of a Chairman, a President and a Secretary and additionally may consist of such additional Officers as the Board may from time to time determine and appoint, all of whom shall be deemed to be Officers for the purposes of these Bye-laws.

24.Appointment of Officers

The Board may appoint such officers (who may or may not be Directors) as the Board may determine.

25.Remuneration of Officers

The Officers shall receive such remuneration and benefits as the Compensation Committee may from time to time determine or as otherwise determined in accordance with applicable Compensation Committee policy, stock exchange regulation and law or regulation.

26.Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them from time to time by the Board or, in the case of Officers other than the Chief Executive Officer, by the Chief Executive Officer.

27.Chairman of Meetings

The Chairman, and if not, the President, shall act as chairman at all meetings of the Shareholders and of the Board at which such person is present.  In their absence, any of the executive officers of the Company, if present, shall act as chairman and in the absence of all of them a chairman shall be appointed or elected by those present at the meeting and entitled to vote.

28.Register of Directors and Officers

The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.

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MINUTES

29.Obligations of Board to Keep Minutes

(1)           The Board shall cause minutes to be duly entered in books provided for the purpose:

(a)of all elections and appointments of Officers;

(b)of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and

(c)of all resolutions and proceedings of general meetings of the Shareholders, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

(2)           Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company.

INDEMNITY

30.Indemnification and Exculpation of Directors of the Company and Others

(1)           The Directors and Officers  (such term to include, for the purposes of Bye-laws 30-31, any person appointed to any committee by the Board and any person who is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise (any person serving as a director, officer or employee of a subsidiary of the Company shall be deemed to be so serving at the request of the Company)and the Resident Representative for the time being acting in relation to any of the affairs of the Company or any subsidiary thereof and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and every one of them, and their respective heirs, executors and administrators (all of the foregoing hereinafter referred to as “Indemnified Persons”), shall be indemnified and secured harmless out of the assets of the Company from and against all actions, liabilities, costs, charges, losses, damages and expenses (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) which they or any of them shall or may incur or sustain by or by reason of any act, by such person, or other person or a collective of persons (including without limitation the Board) or by the Company, done, concurred in or omitted (actual or alleged) in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, provided

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that this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of the said persons.

(2)           No Indemnified Person shall be liable for the acts, receipts, neglects or defaults of any other Indemnified Person or other person, or for any loss or expense incurred by the Company through the insufficiency or deficiency of title to any property acquired by the Board for or on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Company is invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects is deposited, or for any loss occasioned by any error of judgment, omission, default or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in relation to the execution of the duties of his or her office, or in relation thereto, unless the same happens through fraud or dishonesty on his or her part.

(3)           Each Indemnified Person shall be indemnified out of the assets of the Company against all liabilities, costs, charges, losses, damages and expenses which any of them shall or may incur or sustain, by or by reason of any act, by such person, or other person or a collective of persons (including without limitation the Board) or by the Company, done, concurred in or omitted (actual or alleged) in or about the execution of his, her or their duty, or supposed duty, or in his, her or their respective offices or trusts, in defending or appearing or giving evidence in any proceedings (such term to include, for the purposes of this Bye-law, threatened proceedings, investigations and enquiries, whether by a regulatory authority, prosecutions authority or otherwise), whether civil or criminal, including where allegations of fraud and dishonesty are made against such Indemnified Person, and, the Company shall pay to or on behalf of such Indemnified Person any and all reasonable costs, charges and expenses associated in defending or appearing or giving evidence with respect to such Indemnified Person in such proceedings (including without limitation independent representation and counseling by an attorney or other professional selected by such Indemnified Person concerned) as and when such liabilities, losses, costs and expenses are incurred, provided that in the event of a finding of fraud or dishonesty (such fraud or dishonesty having been established in a final judgment or decree not subject to appeal), such Indemnified Person shall reimburse to the Company all funds paid by the Company in respect of liabilities, losses, costs and expenses of defending such proceedings.

(4)           The Company may purchase and maintain insurance for the benefit of any Director, Officer or employee against any liabilities, costs, charges, losses, damages and expenses incurred by him in his capacity as a Director, Officer or employee or indemnifying such Director, Officer or employee in respect of any liabilities, costs, charges, losses, damages or expenses incurred by him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director, Officer or employee may be guilty in relation to the Company or any subsidiary thereof, whether or not the Company would have the power to indemnify him against such liability under this Bye-law 30 or the Act.

(5)           The rights conferred on any Indemnified Person by this Bye-law 30 shall not be exclusive of any other rights which such Indemnified Person may have or hereafter acquire under any statute, provision of these bye-laws, agreement, vote of shareholders or disinterested directors or otherwise.

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(6)           The provisions of this Bye-law 30 shall apply to, and for the benefit of, any person acting as (or with the reasonable belief that he or she will be appointed or elected as) a Director, Officer, Resident Representative, or liquidator or trustee in the reasonable belief that he or she has been so appointed or elected notwithstanding any defect in such appointment or election and to any person who is no longer, but at one time was, a Director, Officer, Resident Representative or liquidator or trustee of the Company.

(7)           No amendment or repeal of any provision of this Bye-law 30 shall alter, to the detriment of any Person, the right of such Person to the indemnification or advancement of expenses related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.

31.Waiver of Claim by the Company and Shareholders

(1)           The Company and each Shareholder waives any claim or right of action the Company or such Shareholder might have, whether individually or by or in the right of the Company, against any Director, Chairman, President, Secretary or other Officer, Resident Representative or liquidator or trustee of the Company on account of any action taken by such Director or other such person, or the failure of such Director or other person to take any action, in the performance of his or her duties with or for the Company or any subsidiary thereof, provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director or other person.

(2)           The provisions of this Bye-law 31 shall apply to, and for the benefit of, any person acting as (or with the reasonable belief that he or she will be appointed or elected as) a Director, Secretary, other Officer, the Resident Representative, or liquidator or trustee in the reasonable belief that he or she has been so appointed or elected notwithstanding any defect in such appointment or election and to any person who is no longer, but at one time was, a Director, Secretary, other Officer, Resident Representative or liquidator or trustee of the Company.

MEETINGS

32.Notice of Annual General Meeting

The annual general meeting of the Company shall be held in each year other than the year of incorporation at such time and place as the President or the Chairman, or any two Directors or any Director and the Secretary or the Board shall appoint.  At least 20 days’ notice of such meeting shall be given to each Shareholder entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat.

33.Notice of Special General Meeting

The Chairman or the President or any Director and the Secretary or the Board may convene a special general meeting of the Company whenever in their judgment such a meeting is necessary, upon not less than five days’ notice to each Shareholder entitled to attend and vote

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thereat which shall state the date, time, place and the general nature of the business to be considered at the meeting.

34.Accidental Omission of Notice of General Meeting

The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

35.Meeting Called on Requisition of Shareholders

Notwithstanding anything herein, the Board shall, on the requisition of Shareholders holding at the date of the deposit of the requisition shares representing not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings of the Company, forthwith proceed to convene a special general meeting of the Company and the provisions of the Act shall apply.

36.Short Notice

A general meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Shareholders entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.

36A. Giving Notice and Access

(1)           A notice may be given by the Company to a Shareholder:

(a)by delivering it to such Shareholder in person; or

(b)by sending it by mail or courier to such Shareholder’s address in the Register of Shareholders; or

(c)by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Shareholder to the Company for such purpose; or

(d)by delivering it in accordance with the provisions of the Act pertaining to delivery of electronic records by publication on a website.

(2)           Any notice required to be given to a Shareholder shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Shareholders and notice so given shall be sufficient notice to all the holders of such shares.

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(3)           Any notice delivered in accordance with Bye-laws 36A (1)(a), 36A(1)( b) or 36A(1)(c) shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier, or transmitted by electronic means.  Any notice delivered in accordance with Bye-law 36A (1)(d) shall be deemed to have been delivered at the time when the requirements of the Act in that regard have been met.

37.Postponement of Meetings

The Chairman or the President or any two Directors may, and the Secretary on instruction from the Chairman or the President or any two Directors shall, postpone any general meeting called in accordance with the provisions of these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement is given to each Shareholder before the time for such meeting.  Fresh notice of the date, time and place for the postponed meeting shall be given to each Shareholder in accordance with the provisions of these Bye-laws.

38.Quorum for General Meeting

At the commencement of any general meeting of the Company, two or more persons present in person and representing in person or by proxy shares representing more than fifty percent (50%) of the issued and outstanding shares entitled to vote at the meeting (without applying adjustments or eliminations of voting power of shares pursuant to Bye-laws 49-53, inclusive) shall form a quorum for the transaction of business, provided that, if the Company shall at any time have only one Shareholder, one Shareholder present in person or by proxy shall form a quorum for the transaction of business at any general meeting of the Company held during such time. If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. If the meeting shall be adjourned to the same day one week later or the Secretary shall determine that the meeting is adjourned to a specific date, time and place, it is not necessary to give notice of the adjourned meeting other than by announcement at the meeting being adjourned.  If the Secretary shall determine that the meeting be adjourned to an unspecified date, time or place, fresh notice of the resumption of the meeting shall be given to each Shareholder entitled to attend and vote thereat in accordance with the provisions of these Bye-laws.

38A. Chairman to Preside at General Meetings

Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, and if not the President, if there be one, shall act as chairman at all general meetings at which such person is present.  In their absence, a chairman shall be appointed or elected by those present at the meeting and entitled to vote.

39.Adjournment of Meetings

(1)           The chairman of a general meeting may, with the consent of the majority of the Shareholders present at any general meeting at which a quorum is present (and shall if so

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directed by the meeting), adjourn the meeting.  In addition, the chairman may adjourn the meeting to another time and place without such consent or direction if it appears to him that:

(a)it is likely to be impracticable to hold or continue that meeting because of the number of Shareholders wishing to attend who are not present;

(b)the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the meeting; or

(c)an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

(2)           Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Shareholder entitled to attend and vote thereat in accordance with the provisions of these Bye-laws.

40.Attendance at Meetings

(1)           If the Board of Directors, or a committee of the Board of Directors, approves, Shareholders may participate in any general meeting, subject to any procedures or restrictions established by the Board of Directors, by telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

(2)           The Board may, and at any general meeting, the chairman of such meeting may make any arrangement and impose any requirement or restriction as may be considered appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place.  The Board and, at any general meeting, the chairman of such meetings are entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.

41.Written Resolutions

(1)           Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Shareholders of the Company, may, without a meeting and without any previous notice being required, be done by resolution in writing signed by, or, in the case of a Shareholder that is a corporation, partnership, limited liability company or other form of entity whether or not a company within the meaning of the Act, on behalf of, 100% of the Shareholders who at the date of the resolution would be entitled to attend the meeting and vote on the resolution.

(2)           A resolution in writing may be signed by, or, in the case of a Shareholder that is a corporation, partnership, limited liability company or other form of entity, whether or not a

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company within the meaning of the Act, on behalf of, 100% of the Shareholders, or any class thereof, in as many counterparts as may be necessary.

(3)           A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Shareholders and such resolution passed shall constitute the holding of a meeting so required under the Act.

(4)           For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by, or, in the case of a Shareholder that is a corporation, partnership, limited liability company or other form of entity, whether or not a company within the meaning of the Act, on behalf of, the last Shareholder to sign and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.

(5)           A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Shareholders, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Shareholders voting in favor of a resolution shall be construed accordingly.

(6)           A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.

(7)           This Bye-law shall not apply to a resolution passed to remove an Auditor or a Director from office before the expiration of his term of office.

42.Attendance of Directors

The Directors of the Company shall be entitled to receive notice of and to attend and be heard at any general meeting.

43.Voting at Meetings

(1)           Subject to the provisions of the Act and these Bye-laws, any question proposed for the consideration of the Shareholders at any general meeting shall be decided by the affirmative votes of a majority of the votes cast, but in all cases after giving effect to any adjustments or eliminations of voting power pursuant to Bye-laws 49-53 (inclusive), cast in accordance with the provisions of these Bye-laws and in the case of an equality of votes the resolution shall fail.

(2)           In the event that a Shareholder participates in a general meeting by telephone, electronic or other communication facilities or means to the extent permitted in accordance with Bye-law 40, the chairman of the meeting shall direct the manner in which such Shareholder may cast his vote on a show of hands.

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44.Voting by Poll

(1)           At any general meeting, a resolution put to the vote of the meeting or any question proposed for the consideration of the Shareholders shall, in the first instance, be voted upon by poll, subject to any rights or restrictions for the time being lawfully attached to any class or series of shares, including, without limitation, the provisions of Bye-laws 49-53 (inclusive) on the adjustments or eliminations of voting power.

(2)           Where, in accordance with the provisions of paragraph (1) of this Bye-law 44, subject to any rights or restrictions for the time being lawfully attached to any class or series of shares, every person present at such meeting shall have for each voting share of which such person is the holder or for which such person holds a proxy, the number of votes determined pursuant to Bye-laws 49-53 (inclusive) and such votes shall be counted in the manner set out in paragraph (4) of this Bye-law or in the case of a general meeting at which one or more Shareholders are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct.  A person entitled to more than one vote need not use all of his votes or cast all the votes he uses in the same way.  The result of such poll shall be deemed to be the resolution of the meeting at which the poll and for the avoidance of doubt, shall replace any previous resolution upon the same matter which may have been the subject of a vote on a show of hands.

(3)           A poll taken in accordance with the provisions of paragraph (1) of this Bye-law 44 on a question of adjournment shall be taken forthwith and a poll taken on any other question shall be taken in such manner and at such time and place as the chairman (or acting chairman) of the general meeting may direct and any business may be proceeded with pending the taking of the poll.

(4)           Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his or her vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialed or otherwise marked so as to identify the voter and (if not otherwise indicated on proxy records available to the Company), the registered holder in the case of a proxy.  Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such a manner as the chairman shall direct.  At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by the inspector of election, being a representative of the Company’s transfer agent or registrar or such other inspector of election appointed from time to time by the Board, for the purpose and the result of the poll shall be declared by the chairman of the meeting.

45.Decision of Chairman

(1)           At any general meeting if an amendment shall be proposed to any resolution under consideration and the chairman of the meeting shall rule on whether the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

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(2)           At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall be conclusive evidence of that fact.

46.Instrument of Proxy

(1)           Every Shareholder entitled to vote has the right to do so either in person or by one or more persons authorized by a proxy executed and delivered in accordance with these Bye-laws.

(2)           A Person so authorized as a proxy shall be entitled to exercise the same power on behalf of the grantor of the proxy as the grantor could exercise at a general meeting of the Company.

(3)           Any Shareholder may appoint a standing proxy or (if a corporation, partnership, limited liability company or other form of entity, by a  representative pursuant to Bye-law 47) by depositing at the registered office of the Company, or at such place or places as the Board may otherwise specify from time to time for the purpose, a proxy or (if a corporation, partnership, limited liability company or other form of entity) an authorization and such proxy or authorization shall be valid for all general meetings and adjournments thereof or, resolutions in writing, as the case may be, until notice of revocation is received at the registered office of the Company, or at such place or places as the Board may otherwise specify from time to time for the purpose.  A person so authorized as a proxy or representative shall be entitled to exercise the same power on behalf of the grantor of the authority as the grantor could exercise and the grantor shall for the purposes of these Bye-laws be deemed to be present in person at any such meeting if a person so authorized is present at the meeting.  Where a standing proxy or authorization exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Shareholder is present or in respect to which the Shareholder has specially appointed a proxy or representative. The Board may from time to time require such evidence as it shall deem necessary or appropriate as to the due execution and continuing validity of any such standing proxy or authorization and the operation of any such standing proxy or authorization shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it.

(4)           Subject to paragraph (3) of this Bye-law the instrument appointing a proxy together with such other evidence as to its due execution as the Board may from time to time require shall be delivered at the registered office of the Company (or at such place or places as may be specified in the notice convening the meeting or in any notice of any adjournment or in any instrument of proxy sent out by the Company in relation to a meeting or, in any document sent therewith), prior to the holding of the relevant meeting or adjourned meeting at which the individual named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

(5)           Instruments of proxy shall be in such form as the Board may approve (including, without limitation, written form or electronic form which may include proxies voted by Internet or telephone) and the Board may, if it thinks fit, send out with the notice of any meeting forms of

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instruments of proxy for use at the meeting.  The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll (as the Act may permit persons to demand a poll) and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit.  The instrument of proxy shall unless the contrary is stated therein be valid as well for any adjournment of the meeting as for the meeting to which it relates.

(6)           A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or unsoundness of mind of the principal subsequent to giving the proxy but before the vote, or revocation of the instrument of proxy or of the authority under which it was executed.

(7)           The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.

47.Representation of Corporations etc. at Meetings

A corporation, partnership, limited liability company or other form of entity which is a Shareholder may, by written instrument, authorize such person as it thinks fit to act as its representative at any meeting of the Shareholders  or for all meetings of the Shareholders or for all meetings of the Shareholders for a certain or determinable period or until revocation and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation, partnership, limited liability company or other form of entity which such person represents as that corporation, partnership, limited liability company or other term of entity could exercise if it were an individual Shareholder and that Shareholder shall be deemed to be present in person at any such meeting attended by its authorized representative or representatives.  Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he or she thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation, partnership, limited liability company or other form of entity which is a Shareholder.

VOTES OF SHAREHOLDERS

48.General

Subject to the provisions of Bye-laws 49-53 (inclusive) below, and subject to any rights and restrictions for the time being attached to any class or classes or series of shares, every Shareholder shall have one vote for each share carrying the right to vote on the matter in question of which he is the holder.  Notwithstanding any other provisions of these Bye-laws, all determinations in these Bye-laws that are made by or subject to a vote or approval of Shareholders shall be based upon the voting power of such Shareholders’ shares as determined pursuant to Bye-laws 49-53 (inclusive).

49.Adjustment of Voting Power

(1)           The voting power of all shares is hereby adjusted (and shall be automatically adjusted in the future) to the extent necessary so that there is no 9.5% U.S. Shareholder.  The Board shall implement the foregoing in the manner provided herein provided, however, that the foregoing provision and the remainder of this Bye-law 49 shall not apply in the event that one

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Shareholder owns greater than 75% of the voting power of the issued and outstanding shares of the Company determined without applying the voting power adjustments or eliminations under Bye-laws 49-53 (inclusive).

(2)           The Board shall from time to time, including prior to any time at which a vote of Shareholders is taken, take all reasonable steps necessary to ascertain, including those specified in Bye-law 53, through communications with Shareholders or otherwise, whether there exists, or will exist at the time any vote of Shareholders is taken, a Tentative 9.5% U.S. Shareholder.

(3)           In the event that a Tentative 9.5% U.S. Shareholder exists, the aggregate votes conferred by shares held by a Shareholder and treated as Controlled Shares of that Tentative 9.5% U.S. Shareholder shall be reduced to the extent necessary such that the Controlled Shares of the Tentative 9.5% U.S. Shareholder will constitute less than 9.5% of the voting power of all issued and outstanding shares.  In applying the previous sentence where shares held by more than one Shareholder are treated as Controlled Shares of such Tentative 9.5% U.S. Shareholder, the reduction in votes shall apply to such Shareholders in descending order according to their respective Attribution Percentages, provided that, in the event of a tie, the reduction shall apply pro rata to such Shareholders.  The votes of Shareholders owning no shares treated as Controlled Shares of any Tentative 9.5% U.S. Shareholder shall, in the aggregate, be increased by the same number of votes subject to reduction as described above provided however that no shares shall be conferred votes to the extent that doing so will cause any Shareholder to be treated as a 9.5% U.S. Shareholder.  Such increase shall be apportioned to all such Shareholders in proportion to their voting power at that time, provided that such increase shall be limited to the extent necessary to avoid causing any person to be a 9.5% U.S. Shareholder.  The adjustments of voting power described in this Bye-law shall apply repeatedly until there is no 9.5% U.S. Shareholder.  The Board of Directors may deviate from any of the principles described in this Bye-law and determine that shares held by a Shareholder shall carry different voting rights as it determines appropriate (1) to avoid the existence of any 9.5% U.S. Shareholder or (2) to avoid adverse tax, legal or regulatory consequences to the Company, any subsidiary of the Company, or any direct or indirect holder of shares or its Affiliates.  For the avoidance of doubt, in applying the provisions of Bye-laws 49-53 (inclusive), a share may carry a fraction of a vote.

50.Other Adjustments of Voting Power

In addition to the provisions of Bye-law 49, any shares shall not carry any right to vote to the extent that the Board of Directors determines, that it is necessary that such shares should not carry the right to vote in order to avoid adverse tax, legal or regulatory consequences to the Company, any subsidiary of the Company, or any other direct or indirect holder of shares or its Affiliates, provided that no adjustment pursuant to this sentence shall cause any person to become a 9.5% U.S. Shareholder.

51.Notice

Prior to the meeting on which Shareholders shall vote on any matter (or prior to any vote in the case of notification to Shareholders specified in item (3) of this Bye-law), the Board shall use best efforts to (1) retain the services of an internationally recognized accounting firm or organization with comparable professional capabilities in order to assist the Company in

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applying the principles of Bye-laws 49-50 and (2) obtain from such firm or organization a statement describing the information obtained and procedures followed and setting forth the determinations made with respect to Bye-laws 49-50, and (3) notify in writing or orally each Shareholder of the voting power conferred by its shares determined in accordance with Bye-laws 49-50.  For the avoidance of doubt, any failure by the Board to comply with any of the provisions of this Bye-law shall not invalidate any votes cast or the proceedings at the meeting.

52.Board Determination Binding

Any determination by the Board as to any adjustments or eliminations of voting power of any shares made pursuant to Bye-laws 49-53 (inclusive) shall be final and binding and any vote taken based on such determination shall not be capable of being challenged solely on the basis of such determination.

53.Requirement to Provide Information and Notice

(1)           The Board shall have the authority to request from any direct or indirect holder of shares, and such holder of shares shall provide, such information as the Board may reasonably request for the purpose of determining whether any holder’s voting rights are to be adjusted.  If such holder fails to respond to such a request, or submits incomplete or inaccurate information in response to such a request, the Board may determine in its discretion that such holder’s shares shall carry no voting rights in which case such shares shall not carry any voting rights until otherwise determined by the Board.

(2)           Any direct or indirect holder of shares shall give notice to the Company within ten days following the date that such holder acquires actual knowledge that it is the direct or indirect holder of Controlled Shares of 9.5% or more of the voting power of all issued and outstanding shares of the Company (without giving effect to voting power adjustments or eliminations under Bye-laws 49-53 (inclusive).

(3)           Notwithstanding the foregoing, no Shareholder shall be liable to any other Shareholder or the Company for any losses or damages resulting from such Shareholder’s failure to respond to, or submission of incomplete or inaccurate information in response to, a request under paragraph (1) or from such Shareholder’s failure to give notice under paragraph (2) of this Bye-law 53.

(4)           Any information provided by any Shareholder to the Company pursuant to this Bye-law 53 or for purposes of making the analysis required by Bye-laws 49-50, shall be deemed “confidential information” (the “Confidential Information”) and shall be used by the Company solely for the purposes contemplated by such Bye-laws (except as may be required otherwise by applicable law or regulation). The Company shall hold such Confidential Information in strict confidence and shall not disclose any Confidential Information that it receives, except (i) to the U.S. Internal Revenue Service (the “Service”) if and to the extent the Confidential Information is required by the Service, (ii) to any outside legal counsel or accounting firm engaged by the Company to make determinations regarding the relevant Bye-laws or (iii) as otherwise required by applicable law or regulation.

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(5)           For the avoidance of doubt, the Company shall be permitted to disclose to the Shareholders and others the relative voting percentages of all Shareholders after application of Bye-laws 49-53 (inclusive).  At the written request of a Shareholder, the Confidential Information of such Shareholder shall be destroyed or returned to such Shareholder after the later to occur of (i) such Shareholder no longer being a Shareholder or (ii) the expiration of the applicable statute of limitations with respect to any Confidential Information obtained for purposes of engaging in any tax-related analysis.

CERTAIN SUBSIDIARIES

54.Voting of Subsidiary Shares

Notwithstanding any other provision of these Bye-laws to the contrary, if the Company is required or entitled to vote at a general meeting of any direct non-U.S. subsidiary of the Company, the Board shall refer the subject matter of the vote to the Shareholders of the Company on a poll (subject to Bye-laws 49-53 (inclusive)) and seek authority from the Shareholders for the Company’s corporate representative or proxy to vote in favor of the resolution proposed by the subsidiary.  The Board shall cause the Company’s corporate representative or proxy to vote the Company’s shares in the subsidiary pro rata to the votes received at the general meeting of the Company, with votes for or against the directing resolution being taken, respectively, as an instruction for the Company’s corporate representative or proxy to vote the appropriate proportion of its shares for and the appropriate proportion of its shares against the resolution proposed by the subsidiary.  The Board shall have authority to resolve any ambiguity.

55.Bye-laws or Articles of Association of Certain Subsidiaries

The Board in its discretion shall require that the Bye-laws or Articles of Association or similar organizational documents of each subsidiary of the Company, organized under the laws of a jurisdiction outside the United States of America, other than any non-U.S. subsidiary that is a direct or indirect subsidiary of a U.S. Person, shall contain provisions substantially similar to Bye-laws 49-53 (inclusive).  The Company shall enter into agreements, as and when determined by the Board, with each such subsidiary, only if and to the extent reasonably necessary and permitted under applicable law, to effectuate or implement this Bye-law.

SHARE CAPITAL AND SHARES

56.Rights of Shares

(1)           Without prejudice to any special rights previously conferred on the holders of any existing shares or class or series of shares, the share capital of the Company shall consist of at least one class of common shares that carry voting rights.  The holders of shares shall, subject to the provisions of these Bye-laws and unless shares held are not common shares and are classes or series of shares with additional or other rights and restrictions:

(a)be entitled to one vote per share but subject to any adjustments or eliminations of voting power under Bye-laws 49-53 (inclusive);

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(b)be entitled to such dividends as the Board may from time to time declare;

(c)in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d)generally be entitled to enjoy all of the rights attaching to shares.

(2)           All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, shall except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.  Once a Treasury Share ceases to be held by the Company it will no longer be treated as a Treasury Share and the rights allocated to such share shall be restored on a prospective basis.

57.Power to Issue Shares

(1)           Subject to the restrictions, if any that are provided for in these Bye-laws from time to time and without prejudice to any special rights previously conferred on the holders of any existing shares or class or series of shares, the Board shall have power to issue any unissued shares of the Company on such terms and conditions and with such rights and restrictions as it may determine and any shares or class or series of shares may be issued with such preferred, deferred, redemption, repurchase or other special rights or such restrictions, whether in regard to dividend, voting (including, without limitation, shares which do not carry any voting rights), return of capital or otherwise as the Board may determine.  Further, the Board may create and issue shares of a new class or series or of any existing class or series of shares and the Board may generally exercise the powers of the Company namely to (a) divide its shares into several classes or series  and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (c) subdivide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association of the Company, provided however that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of a share from which the reduced share is derived; (d) make provision for the issue and allotment of shares which do not carry any voting rights; and (e) cancel shares which, at the date of the passing of the resolution of the Board in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of the Company’s share capital by the amount of the shares so cancelled, without the need of any specific approval of the Shareholders as might otherwise be required by such sections of the Act.  The Board may also issue options, warrants or other rights to purchase or acquire shares or, subject to the Act, securities convertible into or exchangeable for shares (including, without limitation, any employee benefit plan providing for the issue of shares or options or rights in respect thereof) on such terms, conditions and other provisions as are fixed by the Board, including, without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring

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or receiving the shares, option rights, securities having conversion or option rights, or obligations and, at such times, for such consideration and on such terms and conditions as it may determine.  Without limiting the generality of the foregoing, the Board may create and issue shares including, but not limited to, series of preferred shares (which may or may not be separate classes of preferred shares), at such times, for such consideration and on such terms and conditions, with similar or different rights or restrictions as any other class or series and to establish from time to time the number of preferred shares to be included in each such class or series, and to fix the designation, powers, preferences, voting rights, dividend rights, redemption, repurchase provisions, and other rights, qualifications, limitations or restrictions thereof, as it may determine.  Notwithstanding the foregoing or any other provision of these Bye-laws (except for the immediately following sentence), the Company shall not issue any shares or grant options or warrants in any manner that the Board determines may result in a non-de minimis adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any direct or indirect holder of shares or its Affiliates.  The immediately preceding sentence shall not apply to any issuance of shares or to grants of options or warrants to a person acting as an underwriter in the ordinary course of its business, purchasing such shares, options or warrants pursuant to a purchase agreement to which the Company is a party, for resale.

(2)           The Board shall, in connection with the issue of any share, have the power to authorize the Company to pay such commission and brokerage as may be permitted by law.

(3)           Except as authorized by the Board and permitted by applicable law, the Company shall not give, whether directly or indirectly, whether by means of loan, guarantee, provision of security or otherwise, any financial assistance for the purpose of a purchase or subscription made or to be made by any person of or for any shares in the Company, but nothing in this Bye-law shall prohibit transactions permitted under the Act.

(4)           The Company may from time to time do any one or more of the following things:

(a)make arrangements on the issue of shares for a difference between the Shareholders in the amounts and times of payments of calls on their shares;

(b)accept from any Shareholder the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up;

(c)pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others; and

(d)issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding up.

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58.Variation of Rights, Alteration of Share Capital and Purchase of Shares of the Company

(1)           Subject to the provisions of the Act, any preference or preferred shares may be issued or converted into shares that, at a determinable date or at the option of the Company, are liable to be redeemed on such terms and in such manner as, before the issue or conversion, may be determined by the Board.

(2)           If at any time the share capital is divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or series or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class or series.  The rights conferred upon the holders of the shares of any class or series  issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or having less rights.  Further, the rights attaching to the common shares shall be deemed not to be varied by the creation or issue of any share ranking in priority for payment of a dividend or with any other rights more favorable than those conferred by the common shares.

(3)           The Company may from time to time by resolution of the Shareholders or pursuant to Bye-law 57 (as applicable) change the currency denomination of, increase, alter, divide, consolidate, subdivide, diminish or reduce its share capital in accordance with the provisions of the Act.  Where, on any change or reduction of share capital as aforesaid, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit, including, without limiting the generality of the foregoing, the issue to Shareholders, as appropriate, of fractions of shares and/or arranging for the sale or transfer of the fractions of shares of Shareholders.

(4)           The Company may from time to time purchase (or repurchase) its own shares in accordance with the provisions of the Act on such terms as the Board shall think fit.

(5)           Notwithstanding the foregoing, the Company shall not vary the rights attaching to any class or series of shares, change or reduce its share capital or purchase (or repurchase) its own shares if the Board, after taking into account, among other things, adjustments or eliminations of voting power contained in Bye-laws 49-53 (inclusive), determines that any non-de minimis adverse tax, regulatory or legal consequences to the Company, any subsidiary of the Company, or any direct or indirect holder of shares or its Affiliates would result from such action.

59.Registered Holder of Shares

(1)           The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person.

(2)           Any dividend, interest or other moneys payable in cash in respect of shares may be paid by check or draft sent through the post directed to the Shareholder at such Shareholder’s

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address in the Register of Shareholders or, in the case of joint holders, to such address of the holder first named in the Register of Shareholders, or to such person and to such address as the holder or joint holders may in writing direct.  If two or more persons are registered as joint holders of any shares, any one can give an effectual receipt for any dividend paid in respect of such shares.

60.Death of a Joint Holder

Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders, the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognize no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

61.Share Certificates

(1)           Every Shareholder shall be entitled to a certificate under the common seal of the Company (or a facsimile thereof) or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorized to sign specifying the number and, where appropriate, the class or series of shares held by such Shareholder and whether the same are fully paid up and, if not, how much has been paid thereon.  The Board may determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.  Notwithstanding Bye-law 90, the Board may determine that a share certificate need not be signed on behalf of the Company or that the seal of the Company need not be attested.

(2)           The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom such shares have been allotted.

(3)           If any such certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid or destroyed, the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

62.Calls on Shares

(1)           The Board may from time to time make such calls as it thinks fit upon the Shareholders in respect of any monies unpaid on the shares allotted to or held by such Shareholders and, if a call is not paid on or before the day appointed for payment thereof, the Shareholder may, at the discretion of the Board, be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment.  The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

(2)           The Board may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

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(3)           Any sum which by the terms of allotment of a share becomes payable upon issue or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for all the purposes of these Bye-laws be deemed to be a call duly made and payable, on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of these Bye-laws as to payment of interest, costs, charges and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

(4)           The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

(5)           The Company may accept from any Shareholder the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.

63.Forfeiture of Shares

(1)           If any Shareholder fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Shareholder, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward to such Shareholder a notice in the form, or as near thereto as circumstances admit, of Form “A” in the Schedule hereto.

(2)           If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine.

(3)           A Shareholder whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture and all interest due thereon.

(4)           The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed.  Subject to those terms and conditions, a surrendered share shall be treated as if it has been forfeited.

64.Repurchase of Shares

(1)           If the Board determine that share ownership by any person may result in a non-de minimis adverse tax, legal or regulatory consequences to the Company, any subsidiary of the Company, or any other direct or indirect holder of shares or its Affiliates (including if such consequence arises as a result of any such U.S. Person owning Controlled Shares of 9.5% or more of the value of the Company or the voting shares of the Company (after giving effect to any adjustments or eliminations of voting power pursuant to the provisions of Bye-laws 49-53 (inclusive)), the Company will have the option but not the obligation to purchase or repurchase or assign to a third party the right to purchase the minimum number of shares held by such person which is necessary to eliminate such non-de minimis adverse tax, legal or regulatory consequence at a price determined in the discretion of the Board to represent such shares’ Fair Market Value;

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(2)           “Fair Market Value” means, with respect to a repurchase of any shares of the Company in accordance with paragraph (1) of this Bye-law 64, (a) if such shares are listed on a securities exchange (or quoted in a securities quotation system),  the average closing sale price of such shares on such exchange (or in such quotation system), or, if such shares are listed on (or quoted in) more than one exchange (or quotation system), the average closing sale price of the shares on the principal securities exchange (or quotation system) on which such shares are then traded, or, if such shares are not then listed on a securities exchange (or quotation system) but are traded in the over-the-counter market, the average of the latest bid and asked quotations for such shares in such market, in each case for the last eight (8) trading days immediately preceding the day on which notice of the repurchase of such shares is sent pursuant to paragraph (1) of this Bye-law 64, or (b) (i) with respect to a repurchase, if no such closing sales prices or quotations are available because such shares are not publicly traded or otherwise, the fair value of such shares as determined by the Board; provided, that the calculation of the Fair Market Value of the shares (A) shall not include any discount relating to (x) the absence of a public trading market for, or any transfer restrictions on, such shares, or (y) the fact that such shares being repurchased represent a minority of the issued and outstanding shares, and (B) shall be final and the fees and expenses stemming from such calculation shall be borne by the Company or its assignee, as the case may be.  If a Shareholder disagrees with the price so determined by the Board and notifies the Company of such disagreement within ten (10) days after notice of such determination, the Fair Market Value per share and the liquidity discount, if any, will be determined by an independent appraiser retained by the Company at its expense and reasonably acceptable to such Shareholder.

REGISTER OF SHAREHOLDERS

65.Contents of Register of Shareholders

The Board shall cause to be kept in one or more books a Register of Shareholders and shall enter therein the particulars required by the Act.

66.Inspection of Register of Shareholders

The Register of Shareholders shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection.  The Register of Shareholders may, after notice has been given by advertisement in an appointed newspaper to that effect, be closed for any time or times not exceeding in the whole thirty days in each year.

67.Determination of Record Dates

Notwithstanding any other provision of these Bye-laws, the Board may fix any date as the record date for:

(a)determining the Shareholders entitled to receive any dividend or distribution; and

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(b)determining the Shareholders entitled to receive notice of and to vote at any general meeting of the Company.

TRANSFER OF SHARES

68.Instrument of Transfer

(1)           Subject to paragraph (5) of Bye-law 69, an instrument of transfer shall be in the form or as near thereto as circumstances admit of Form “B” in the Schedule hereto or in such other common form as the Board may accept including, without limitation, customary forms of the transfer agent of the Company or those of the New York Stock Exchange (or such other stock exchange as may serve as the primary stock exchange for the Company’s common shares).  Such instrument of transfer shall be signed by or on behalf of the transferor and transferee provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone.  The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Shareholders.

(2)           The Board may refuse to recognize any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

69.Restrictions on Transfer

(1)           The Board may decline to approve or register any transfer of shares if it appears to the Board, after taking into account, among other things, the adjustments or eliminations of voting power contained in Bye-laws 49-53 (inclusive), that any non-de minimis adverse tax, regulatory or legal consequences to the Company, any subsidiary of the Company, or any other direct or indirect holder of shares or its Affiliates would result from such transfer (including if such consequence arises as a result of any such U.S. Person owning Controlled Shares of 9.5% of more of the value of the Company or the voting shares of the Company (after giving effect to any adjustments or eliminations of voting power pursuant to the provisions of Bye-laws 49-53 (inclusive)).  The Board shall have the authority to request from any holder of shares, and such holder of shares shall provide, such information as the Board may reasonably request for the purpose of determining whether any transfer should be permitted.

(2)           Subject to any applicable requirements of the New York Stock Exchange (or any other applicable stock exchange), the Board (i) may decline to approve or to register any transfer of any share if a written opinion from counsel acceptable to the Company shall not have been obtained to the effect that registration of such shares under the U.S. Securities Act of 1933, as amended, is not required and (ii) shall decline to approve or to register any transfer of any share if the transferee shall not have been approved by applicable governmental authorities if such approval is required or if not in compliance with applicable consent, authorization or permission of any governmental body or agency in Bermuda.

32

(3)           If the Board refuses to register a transfer of any share, the Secretary shall send or procure that there shall be sent, within one month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

(4)           The registration of transfers may be suspended at such times and for such periods as the Board may, from time to time determine, provided always that such registration shall not be suspended for more than 45 days in any year.

(5)           Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act.

(6)           The restrictions on transfer of shares contained in this Bye-law 69 shall not apply to (a) any transfer that was approved by the Board prior to these Bye-laws coming into effect (as indicated in the resolutions adopting these Bye-laws), or (b) any transfer  in connection with any matter approved by the Board prior to these Bye-laws coming into effect, including, without limitation, the initial public offering of the Company’s shares; provided, however, any such transfer must be in compliance with applicable consent, authorization or permission of Bermuda Monetary Authority.

70.Transfers by Joint Holders

The joint holders of any share or shares may transfer such share or shares to one or more of such joint holders, and the surviving holder or holders of any share or shares previously held by them jointly with a deceased Shareholder may transfer any such share to the executors or administrators of such deceased Shareholder.

TRANSMISSION OF SHARES

71.Representative of Deceased Shareholder

In the case of the death of a Shareholder, the survivor or survivors where the deceased Shareholder was a joint holder, and the legal personal representatives of the deceased Shareholder where the deceased Shareholder was a sole holder, shall be the only persons recognized by the Company as having any title to the deceased Shareholder’s interest in the shares.  Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Shareholder with other persons.  Subject to the provisions of the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Shareholder or such other person as the Board may decide as being properly authorized to deal with the shares of a deceased Shareholder.

72.Registration on Death or Bankruptcy

Any person becoming entitled to a share in consequence of the death or bankruptcy of any Shareholder may be registered as a Shareholder upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favor of such nominee an

33

instrument of transfer in the form, or as near thereto as circumstances admit, of Form “C” in the Schedule hereto or in such customary form stipulated by the transfer agent of the Company or the New York Stock Exchange or such other stock exchange as may serve as the primary stock exchange for the Company’s common shares (as appropriate).  On the presentation thereof to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Shareholder but the Board shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Shareholder before such Shareholder’s death or bankruptcy, as the case may be.

DIVIDENDS AND OTHER DISTRIBUTIONS

73.Declaration of Dividends by the Board

(1)           The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Shareholders, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets.  No unpaid dividend shall bear interest as against the Company.

(2)           The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

74.Other Distributions

(1)           The Board may declare and make such other distributions (in cash or in specie) to the Shareholders as may be lawfully made out of the assets of the Company.  No unpaid distribution shall bear interest as against the Company.

75.Reserve Fund

The Board may from time to time before declaring a dividend set aside, out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for equalizing dividends or for any other special purpose.

76.Deduction of Amounts Due to the Company

The Board may deduct from the dividends or distributions payable to any Shareholder all monies due from such Shareholder to the Company on account of calls or otherwise.

CAPITALIZATION

77.Issue of Bonus Shares

(1)           The Board may resolve to capitalize any part of the amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum

34

in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Shareholders.

(2)           The Company may capitalize any sum standing to the credit of a reserve account or sums otherwise available for dividend or distribution by applying such amounts in paying up in full partly paid or nil paid shares of those Shareholders who would have been entitled to such sums if they were distributed by way of dividend or distribution.

ACCOUNTS AND FINANCIAL STATEMENTS

78.Records of Account

The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a)all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

(b)all sales and purchases of goods by the Company; and

(c)the assets and liabilities of the Company.

Such records of account shall be kept at the registered office of the Company or, subject to the Act, at such other place as the Board may determine and shall be available for inspection by the Directors during normal business hours.

79.Financial Year End

The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December of each year.

80.Financial Statements

Subject to any rights to waive laying of accounts pursuant to the Act, financial statements as required by the Act shall be laid before the Shareholders in general meeting.

AUDIT

81.Appointment of Auditor

Subject to the provisions of the Act, at the annual general meeting or at a subsequent special general meeting in each year, an independent representative of the Shareholders shall be appointed by them as Auditor of the accounts of the Company.  Such Auditor may not be a Shareholder and no Director, Officer or employee of the Company shall, during his or her continuance in office, be eligible to act as an Auditor of the Company.

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82.Remuneration of Auditor

The remuneration of the Auditor shall be fixed by the Audit Committee.

83.Vacation of Office of Auditor

If the office of Auditor becomes vacant by the resignation or death of the Auditor, or by the Auditor becoming incapable of acting by reason of illness or other disability at a time when the Auditor’s services are required, the Board shall, as soon as practicable, convene a special general meeting to fill the vacancy thereby created.

84.Access to Books of the Company

The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or affairs of the Company.

85.Report of the Auditor

(1)           Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to provisions of the Act, the accounts of the Company shall be audited at least once in every year.

(2)           The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards.  The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Shareholders in a general meeting.

(3)           The generally accepted auditing standards referred to in paragraph (2) of this Bye-law may be those of a country or jurisdiction other than Bermuda, as may be determined by the Board.  If so, the financial statements and the report of the Auditor must disclose this fact and name such country or jurisdiction.

NOTICES

86.Notices to Shareholders of the Company

A notice may be given by the Company to any Shareholder either by delivering it to such Shareholder in person or by sending it to such Shareholder’s address in the Register of Shareholders or to such other address given for the purpose.  For the purposes of this Bye-law, a notice may be sent by mail, courier service, electronic means (including without limitation, cable, telex, telecopier, facsimile or electronic mail) or other mode of representing words in a legible and non-transitory form.

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87.Notices to Joint Shareholders

Any notice required to be given to a Shareholder shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Shareholders and notice so given shall be sufficient notice to all the holders of such shares.

88.Service and Delivery of Notice

Any notice shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier or to the cable company or transmitted by electronic means (including without limitation, cable, telex, telecopier, facsimile or electronic mail) or other method as the case may be.

SEAL OF THE COMPANY

89.The Seal

The Company may adopt a seal in such form as the Board may from time to time determine.  The Board may adopt one or more duplicate seals.

90.Manner in which Seal is to be Affixed

(1)           Subject to Bye-law 61, a seal of the Company may, but need not be affixed to any deed, instrument or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director, (ii) any Officer, (iii) the Secretary or (iv) any person authorized by the Board for that purpose.

(2)           A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.

WINDING-UP

91.Winding-Up/Distribution by Liquidator

If the Company shall be wound up, the liquidator may, with the sanction of a resolution of the Shareholders, divide amongst the Shareholders in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he or she deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders; provided that each Shareholder holding common shares of the Company shall receive at least the pro rata portion (based on its ownership of such shares) of any cash so distributed.  The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator shall think fit, but so that no Shareholder shall be compelled to accept any shares or other securities or assets whereon there is any liability.

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ALTERATION OF BYE-LAWS

92.Alteration of Bye-Laws

No Bye-law shall be rescinded, altered or amended and no new Bye-law shall be made until the same has been approved by a resolution of the Board and by a resolution of the Shareholders.

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SCHEDULE - - FORM A (BYE-LAW 63)

NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL

You have failed to pay the call of [amount of call] made on the          day of                               , 20           last, in respect of the [number] share(s) [numbers in figures] standing in your name in the Register of Shareholders of the Company, on the            day of                                         , 20           last, the day appointed for payment of such call.  You are hereby notified that unless you pay such call together with interest thereon at the rate of            per annum computed from the said            day of                                           , 20           last, on or before the            day of                                         , 20           next at the place of business of the Company, the share(s) will be liable to be forfeited.

Dated this            day of                                         , 20

[Signature of Secretary]

By order of the Board

39

SCHEDULE - - FORM B (BYE-LAW 68)

TRANSFER OF A SHARE OR SHARES

FOR VALUE RECEIVED 

[amount]

[transferor]

Hereby sell assign and transfer unto 

[transferee]

Of 

[address]

[number of shares]

shares of

[name of Company]

Dated 

(Transferor)

In the presence of:

(Witness)

(Transferor)

In the presence of:

(Witness)

40

SCHEDULE - - FORM C (BYE-LAW 72)

TRANSFER BY A PERSON
BECOMING ENTITLED ON DEATH/BANKRUPTCY OF A SHAREHOLDER

I/We having become entitled in consequence of the [death/bankruptcy] of [name of the deceased Shareholder] to [number] share(s) standing in the register of Shareholders of [Company] in the name of the said [name of deceased Shareholder] instead of being registered myself/ourselves elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee his or her executors administrators and assigns subject to the conditions on which the same were held at the time of the execution thereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

WITNESS our hands this            day of                                                     , 20          
Signed by the above-named

[person or persons entitled]
in the presence of:

Signed by the above-named
[transferee]
in the presence of:

41

EX-99.1

Exhibit 99.1

Assured Guaranty Ltd. First Quarter 2010 Operating Income Rises 41%

From Prior Year Period to $89.6 Million ($0.47 per Diluted Share)

First Quarter 2010 Net Income Rises 277% to $322.0 Million ($1.69 per Diluted Share)

Hamilton, Bermuda, May 10, 2010 — Assured Guaranty Ltd. (NYSE: AGO) (“AGL” and, together with its subsidiaries, “Assured Guaranty” or “the Company”) today reported its financial results for the quarter ended March 31, 2010 (“first quarter 2010”).  The Company’s first quarter 2010 operating income, a financial measure that is not in accordance with accounting principles generally accepted in the U.S. (“non-GAAP financial measure”), was $89.6 million, a 41% increase from $63.4 million for the quarter ended March 31, 2009 (“first quarter 2009”).  First quarter 2010 operating and net income included $9.9 million of after-tax income generated by refundings and other accelerations ($0.05 per diluted share), as compared to $64.7 million ($0.71 per diluted share) in first quarter 2009.

The July 1, 2009 acquisition of Financial Security Assurance Holdings Ltd., which has now been renamed Assured Guaranty Municipal Holdings Inc. (“AGMH”), is the principal reason for the growth in Assured Guaranty’s first quarter operating income.  The acquisition of AGMH (“AGMH Acquisition”) added significantly to the Company’s financial resources, including its investment portfolio, unearned premium reserve, claims-paying resources and personnel.

Assured Guaranty also reported first quarter 2010 net income attributable to AGL (“consolidated net income”) of $322.0 million, a 277% increase from first quarter 2009 consolidated net income of $85.5 million.  First quarter 2010 net income per diluted share was $1.69, an 82% increase from $0.93 per diluted share in first quarter 2009.  First quarter 2010 net income benefited from $230.8 million of after-tax non-credit impairment unrealized fair value gains on credit derivatives ($1.21 per diluted share), as compared to $26.4 million ($0.29 per diluted share) in first quarter 2009.  A reconciliation of operating income to net income is provided in Table 1 below.  Please see the “Explanation of Non-GAAP Financial Measures” section of this press release for a definition of operating income and other non-GAAP financial measures.

“We recorded positive operating earnings this quarter, despite continued losses primarily related to the insured residential mortgage-backed portfolio,” said Dominic Frederico, President and Chief Executive Officer of Assured Guaranty Ltd. “Our embedded earnings power derived from the AGMH Acquisition combined with the existing earnings models of Assured Guaranty Corp. and Assured Guaranty Re provides us with substantial financial stability, which is critical to our ongoing business.”

“With regard to the additional mortgage losses,” added Mr. Frederico, “early stage delinquencies showed some signs of improvement.  However, we decided to extend the conditional default rate for another three

1

months until we see a more sustained improvement in RMBS performance. We have also intensified our loss mitigation efforts, which we see as both strategically important and as a further opportunity to lower our loss costs and enhance earnings.”

Table 1: Reconciliation of Consolidated Net Income to Operating Income

($ in millions)

	1Q-10			1Q-09
Net income attributable to Assured Guaranty Ltd.	$	322.0		$	85.5
Less: Realized gains (losses) on investments, after tax	6.7			(17.1		)
Less: Non-credit impairment unrealized fair value gains on credit derivatives, after tax	230.8			26.4
Less: Fair value gains (losses) on committed capital securities, after tax	(0.8		)	12.8
Less: Non-economic fair value adjustments and net interest margin of consolidated VIEs, after tax(1)	(4.3		)	—
Operating income	$	89.6		$	63.4
Less: Operating income effect of refundings and accelerations, net	9.9			64.7
Operating income (loss) net of refundings and accelerations	$	79.7		$	(1.3	)

(1)Effective January 1, 2010, new accounting guidance ASC 810 ‘Consolidation’ required the deconsolidation of four previously consolidated variable interest entities (“VIEs”) and the consolidation of 21 VIEs previously accounted for as insurance contracts.  Operating income reverses the financial effect of consolidating these entities and accounts for them as financial guaranty insurance contracts in order to present the Company’s insured obligations on a consistent basis.

Operating Income Per Diluted Share:  Although both operating income and net income grew materially from the prior year period, the Company’s first quarter 2010 operating income per diluted share declined to $0.47 compared to $0.69 in first quarter 2009 due to the increase in shares outstanding since March 31, 2009.  The Company issued or sold approximately 66.4 million shares in June and July 2009 in connection with the AGMH Acquisition and also sold approximately 27.5 million new common shares in December 2009 to comply with capital requirements stipulated by Moody’s Investors Service.  A reconciliation of operating income per diluted share to net income per diluted share is provided in Table 2 below.

First quarter 2010 operating income excluding the after-tax impact of premiums earned from refundings and other accelerations ($0.05 in first quarter 2010 versus $0.71 in first quarter 2009) and AGMH acquisition-related expenses ($0.02 per share in first quarter 2010 versus $0.05 in first quarter 2009) rose sharply, totaling $0.44 per diluted share as compared to $0.03 per diluted share in first quarter 2009.  The AGMH Acquisition was the principal contributor to the increase in Assured Guaranty’s operating income per share over the prior year period.

2

Table 2: Reconciliation of Consolidated Net Income to Operating Income Per Diluted Share

	1Q-10			1Q-09
Net income attributable to Assured Guaranty Ltd.	$	1.69		$	0.93
Less: Realized gains (losses) on investments, after tax	0.03			(0.19		)
Less: Non-credit impairment unrealized fair value gains on credit derivatives, after tax	1.21			0.29
Less: Fair value gains (losses) on committed capital securities, after tax	—			0.14
Less: Non-economic fair value adjustments and net interest margin of consolidated VIEs, after tax(1)	(0.02		)	—
Operating income	$	0.47		$	0.69
Less: Operating income effect of refundings and accelerations, net	0.05			0.71
Operating income (loss) net of refundings and accelerations	$	0.42		$	(0.02	)
Weighted average shares outstanding (in millions):
Basic shares outstanding - GAAP	184.3			90.8
Diluted shares outstanding - GAAP	190.6			91.2
Diluted shares outstanding - non-GAAP	190.8			91.5

(1)Effective January 1, 2010, new accounting guidance ASC 810 ‘Consolidation’ required the deconsolidation of four previously consolidated VIEs and the consolidation of 21 VIEs previously accounted for as insurance contracts.  Operating income reverses the financial effect of consolidating these entities and accounts for them as financial guaranty insurance contracts in order to present the Company’s insured obligations on a consistent basis.

Shareholders’ Equity:  Shareholders’ equity attributable to AGL (“book value”) at March 31, 2010 was $3,619.0 million, a 3% increase from December 31, 2009 book value of $3,520.5 million.  Assured Guaranty’s March 31, 2010 book value per share was $19.63, up 3% from December 31, 2009 book value per share of $19.12.  The Company’s first quarter 2010 net income of $322.0 million was the principal cause of the growth in book value and book value per share since year-end 2009, offset in part by the cumulative effect of adoption in the quarter of new accounting guidance for consolidation of VIEs.

Operating shareholders’ equity, a non-GAAP financial measure, was $4,244.5 million, a 2% increase from $4,142.2 million at December 31, 2009.  Operating shareholders’ equity per share was $23.02 at March 31, 2010, an increase of 2% from $22.49 at December 31, 2009.  The primary reason for the growth in operating shareholders’ equity and operating shareholders’ equity per share was the Company’s first quarter 2010 operating income of $89.6 million.

Adjusted Book Value:  The Company’s adjusted book value, a non-GAAP financial measure, was $8,847.9 million ($48.00 per share) at March 31, 2010, a 1% decrease from December 31, 2009 adjusted book value of $8,913.7 million ($48.40 per share).  The decline in adjusted book value was caused by a 4% decrease in the after-tax net present value of estimated future credit derivative revenues, which is a non-GAAP financial measure, and a 3% decline in net after-tax unearned premium reserve on financial guaranty contracts in excess of the present value of expected loss to be expensed and the Company’s first quarter 2010 new business production being less than the amortization of these two items.  Table 3 provides a reconciliation of shareholders’ equity to operating shareholders’ equity and adjusted book value.

3

Table 3: Shareholders’ Equity

(amounts in millions, except per share data)

	As of
	March 31, 2010			December 31, 2009			% Change
Reconciliation of book value to adjusted book value:
Book value attributable to Assured Guaranty Ltd.	$	3,619.0		$	3,520.5		3	%
Less: Non-economic fair value adjustments of consolidated variable interest entities, after tax (1)	(222.4		)	—			NM
Less: Non-credit impairment unrealized fair value gains (losses) on credit derivatives, after tax	(536.1		)	(767.6		)	(30	)%
Less: Fair value gains (losses) on committed capital securities, after tax	5.4			6.2			(13	)%
Less: Unrealized gain (loss) on investment portfolio excluding foreign exchange effect	127.6			139.7			(9	)%
Operating shareholders’ equity	$	4,244.5		$	4,142.2		2	%
Less: Deferred acquisition costs (“DAC”), after tax	258.8			235.3			10	%
Plus: Net present value of estimated future credit derivative revenue, after tax	499.6			520.0			(4	)%
Plus: Net earned premium reserve on financial guaranty contracts in excess of expected loss to be expensed, after tax	4,362.6			4,486.8			(3	)%
Adjusted book value	$	8,847.9		$	8,913.7		(1	)%
Shares outstanding at the end of period (in millions)	184.3			184.2			0	%
Reconciliation of book value to adjusted book value:
Book value attributable to Assured Guaranty Ltd.	$	19.63		$	19.12		3	%
Less: Non-economic fair value adjustments of consolidated variable interest entities, after tax (1)	(1.21		)	—			NM
Less: Non-credit impairment unrealized fair value gains (losses) on credit derivatives, after tax	(2.91		)	(4.17		)	(30	)%
Less: Fair value gains (losses) on committed capital securities, after tax	0.03			0.03			0	%
Less: Unrealized gain (loss) on investment portfolio excluding foreign exchange effect	0.69			0.76			(9	)%
Operating shareholders’ equity	$	23.02		$	22.49		2	%
Less: DAC, after tax	1.40			1.28			9	%
Plus: Net present value of estimated future credit derivative revenue, after tax	2.71			2.82			(4	)%
Plus: Net earned premium reserve on financial guaranty contracts in excess of expected loss to be expensed, after tax	23.67			24.36			(3	)%
Adjusted book value	$	48.00		$	48.40		(1	)%

(1)Effective January 1, 2010, new accounting guidance ASC 810 ‘Consolidation’ required the deconsolidation of four previously consolidated VIEs and the consolidation of 21 VIEs previously accounted for as insurance contracts.  Operating shareholder’s equity reverses the financial effect of consolidating these entities and accounts for them as financial guaranty insurance contracts in order to present the Company’s insured obligations on a consistent basis.

NM = Not meaningful

4

First Quarter 2010 New Business Production

The Company also announced today that its first quarter 2010 present value of new business production (“PVP”), a non-GAAP financial measure, was $78.8 million, a decrease of 64% from $219.3 million in first quarter 2009 due primarily to the lack of new business production in the financial guaranty reinsurance segment.  The financial guaranty reinsurance segment recorded $90.8 million of PVP in first quarter 2009 due to the closing of a large reinsurance contract.  Table 4 below provides a reconciliation of gross premiums written to PVP.

Financial guaranty direct PVP was $78.8 million in first quarter 2010, a decline of 40% from $130.9 million in first quarter 2009 principally due to lower U.S. public finance PVP.  First quarter 2010 financial guaranty direct PVP in the U.S. public finance market totaled $74.3 million, down 41% from $126.8 million, as a result of tighter spreads, adherence to the Company’s underwriting standards and the growth of the Build America Bonds (“BABs”) program, which began in April 2009.  Approximately $27 billion of bonds were issued in first quarter 2010 under the BABs program, or 26% of total first quarter 2010 U.S. public finance new issuance.  To date, BABs bond issues have had lower insurance utilization than tax-exempt bonds because of the large size of the issues and the high credit ratings of the issuers.  The Company insured 6.3% of the new issue U.S. public finance market in first quarter 2010, up from 4.3% in fourth quarter 2009.  In the tax-exempt new issue U.S. public finance market, which excludes taxable BABs, 8.8% of par was insured by Assured Guaranty in the first quarter 2010, up from 5.2% in fourth quarter 2009.

Mr. Frederico said, “Looking ahead, we expect to build our position in the U.S. public finance market through increased penetration of the tax-exempt market, as well as through greater participation in the taxable BABs sector.  As this program expands, we expect it will include smaller, lesser known issuers in the A and BBB rating categories, which are part of our traditional customer base and for which insured executions would significantly lower costs.  We are also working to increase our portfolio through the recapture of ceded reinsurance portfolios and the potential acquisitions of other portfolios.”

The Company’s structured finance production rose in the quarter to $4.5 million of PVP versus $2.4 million in first quarter 2009.  The Company insured $1.0 billion in four separate transactions, including $250 million for the first subprime auto loan transaction to utilize financial guaranty insurance in almost two years.  Assured Guaranty’s other first quarter 2010 structured finance transactions were private but also in the consumer receivables space and, like the subprime auto transactions, were rated AAA according to the Company’s internal rating system.

Assured Guaranty did not insure any non-U.S. public finance transactions in the quarter, as compared to $1.8 million of PVP production in first quarter 2010.

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Table 4: New Business Production

	Quarter Ended
Consolidated gross written premiums (“GWP”) analysis:	March 31,				%
($ in millions)	2010		2009		Change
Present value of new business production (“PVP”)
Public finance - U.S.	$	74.3	$	217.5	(66	)%
Public finance - non-U.S.	—		1.8		(100	)%
Structured finance - U.S.	4.5		2.4		88	%
Structured finance - non-U.S.	—		—		NM
Total PVP	78.8		221.7		(64	)%
Less: PVP of credit derivatives	—		2.4		(100	)%
PVP of financial guaranty insurance	78.8		219.3		(64	)%
Less: Financial guaranty installment premium PVP	4.5		11.6		(61	)%
Total: Financial guaranty upfront GWP	74.3		207.7		(64	)%
Plus: Financial guaranty installment PVP adjustment (1)	17.8		27.1		(34	)%
Total financial guaranty GWP	92.1		234.8		(61	)%
Plus: Other segment GWP	—		—		NM
Total GWP	$	92.1	$	234.8	(61	)%

(1) Includes the difference in management estimates for the discount rate applied to future installments compared to the discount rate used for new financial guaranty insurance accounting standard as well as the changes in estimated term for future installments.

NM = Not meaningful

First Quarter 2010 Total Revenue Highlights

The Company’s first quarter 2010 total revenues were $683.9 million, including $300.5 million in pre-tax non-credit impairment unrealized fair value gains on credit derivatives ($230.8 million after tax or $1.21 per diluted share). First quarter 2010 total revenues increased 181% principally due to the AGMH Acquisition, which increased the level of the Company’s net earned premiums and net investment income. Table 5 provides an analysis of first quarter 2010 total revenues versus first quarter 2009.

Table 5: Analysis of Revenues

	Quarter Ended
	March 31,
($ in millions)	2010			2009			%Change
Revenues
Net earned premiums	$	319.6		$	148.4		115	%
Net investment income	84.3			43.6			93	%
Net realized investment gains (losses)	9.4			(17.1		)	NM
Change in fair value of credit derivatives:
Realized gains on credit derivatives(1)	54.7			29.7			84	%
Credit impairment on credit derivatives	(76.4		)	(1.0		)	NM
Non-credit impairment fair value gains on credit derivatives	300.5			18.9			NM
Net change in fair value of credit derivatives	278.8			47.6			NM
Fair value gain (loss) on committed capital securities	(1.3		)	19.7			NM
Financial guaranty variable interest entities revenues	4.2			—			NM
Other income	(11.1		)	0.9			NM
Total revenues	$	683.9		$	243.1		181	%

(1)    Includes revenue earned on credit derivatives.

NM = Not meaningful

6

First quarter 2010 net earned premiums totaled $319.6 million, an increase of 115% from $148.4 million in first quarter 2009. Excluding premiums earned from refunding and accelerations, which were unusually high in first quarter 2009, net earned premiums were up 424% to $304.2 million in first quarter 2010 versus $58.1 million in first quarter 2009. The increase in net earned premiums resulted almost entirely from the AGMH Acquisition, including the addition of AGMH’s existing unearned premium reserve as well as the application of acquisition accounting principles. Net earned premiums from refunding and accelerations was $15.4 million ($0.05 per diluted share) compared to $90.3 million ($0.71 per diluted share) in first quarter 2009.

Assured Guaranty’s first quarter 2010 investment income was $84.3 million, a 93% increase from first quarter 2009 net investment income of $43.6 million due to the increase in invested assets resulting from the AGMH Acquisition. Investment income is net of investment expenses and amortization or accretion on bonds, including the accretion of acquisition accounting adjustments on AGMH’s investment portfolio. Net amortization charges totaled $17.7 million in first quarter 2010 due to bond calls, prepayments and other adjustments in amortization, compared to $(1.8) million in first quarter 2009. The Company’s total investment portfolio was $10.5 billion at March 31, 2010, compared to $3.8 billion at March 31, 2009.

The Company reported $278.8 million in net change in fair value of credit derivatives in first quarter 2010, up 486% from $47.6 million in first quarter 2009. The net change in fair value of credit derivatives is comprised of three items: realized gains or losses; credit impairment; and non-credit impairment unrealized fair value gains or losses on credit derivatives.

·First quarter 2010 realized gains on credit derivatives, also a component of net change in fair value of credit derivatives, increased 84% to $54.7 million from $29.7 million for first quarter 2009. As of March 31, 2010, the Company had $119.0 billion of credit derivative contracts outstanding, up from $73.3 billion at March 31, 2009, due to the AGMH Acquisition.

·The change in fair value on credit derivatives compared to the prior quarter also reflects an increase in the Company’s credit impairment on credit derivatives to $76.4 million from $1.0 million in first quarter 2009. The increase in credit impairment was due to an increase in the Company’s loss expectations for five trust preferred securities (“TruPS”) backed by U. S. mortgages and real estate investment trusts (“REITs”) and for its insured U. S. residential mortgage-backed securities (“RMBS”). TruPS continued to experience adverse development due to defaults and deferrals. In addition, despite some signs of recent improvement, U. S. RMBS exposures continued to experience high delinquency rates, leading Assured Guaranty’s management to extend by three months the conditional default rate curve used for modeling projected losses on RMBS exposures.

·The largest driver of the increase in first quarter 2010 fair value of credit derivatives was $300.5 million in non-credit impairment unrealized fair value gains on credit derivatives during the quarter. The increased non-credit impairment unrealized fair value gains resulted from the change in market values for the securities insured by the Company’s credit derivative contracts and for the credit derivatives referencing Assured Guaranty Corp. and Assured Guaranty Municipal Corp., the Company’s two principal financial guaranty direct insurance companies.

Other income of $(11.1) million ($(10.6) million after tax or $(0.06) per diluted share) in first quarter 2010 was significantly affected by pre-tax foreign exchange revaluation expense related to the premiums receivable balance. Assured Guaranty did not incur any material foreign exchange revaluation income or expense related to the premiums receivable balance in first quarter 2009.

7

First Quarter 2010 Total Expense Highlights

The Company’s total expenses rose 73% to $247.0 million in first quarter 2010 from $143.0 million in first quarter 2009 due to the AGMH Acquisition, which increased interest and other operating expenses, as well as increased loss and loss adjustment expenses (“LAE”), largely on the Company’s combined U. S. RMBS portfolio. Table 6 below provides a further quarter expense analysis for first quarter 2010 total expenses versus first quarter 2009.

Table 6: Expense Analysis

	Quarter Ended
	March 31
($ in millions)	2010		2009		%Change
Expenses
Loss and loss adjustment expenses	$	130.5	$	79.8	64	%
Amortization of deferred acquisition costs	8.2		23.4		(65	)%
AGMH acquisition-related expenses	4.0		4.6		(13	)%
Interest expense	25.1		5.8		333	%
Financial guaranty variable interest entities expenses	14.8		—		NM
Other operating expenses	64.4		29.4		119	%
Total expenses	$	247.0	$	143.0	73	%

NM = Not meaningful

First quarter 2010 loss and LAE totaled $130.5 million, a 64% increase from $79.8 million in first quarter 2009. The increase in loss and LAE principally reflects management’s first quarter 2010 decision to extend the conditional default rate curve used for modeling projected losses on RMBS exposures by an additional three months as well as the increase in the Company’s U.S. RMBS exposures as a result of the AGMH Acquisition. Management also increased the loss severity assumption on its subprime U. S. RMBS exposures from 70% to 75%, which also increased first quarter 2010 loss estimates.

Amortization of deferred acquisition costs, which reflects the amortization of ceding commissions paid and received and also of operating expenses that were deferred previously and were related to the acquisition of new business, was $8.2 million, down 65% from $23.4 million in first quarter 2009. This decrease is primarily due to the elimination of deferred acquisition costs related to policies assumed by Assured Guaranty Re Ltd., the Company’s Bermuda-based reinsurer, from Assured Guaranty Municipal Corp. as a result of the AGMH Acquisition and also due to lower refundings and accelerations in first quarter 2010.

Other operating expenses, which are principally for employee-related expenses, were $64.4 million in first quarter 2010 as compared to $29.4 million in first quarter 2009, primarily due to the AGMH Acquisition and the resulting increase in employee headcount. First quarter results include the impact of share-based and performance retention plan incentive compensation expenses for retirement-eligible employees, which the Company awards in the first quarter. This expense increased from $6.6 million in first quarter 2009 ($5.8 million after tax or $0.06 per diluted share) to $11.2 million ($9.3 million after tax or $0.05 per diluted share) in first quarter 2010.

Assured Guaranty also incurred expenses related to the AGMH Acquisition of $4.0 million ($3.3 million after tax or $0.02 per diluted share) in first quarter 2010, down from $4.6 million ($4.6 million after tax of $0.05 per diluted share) in first quarter 2009.

Interest expense was $25.1 million in first quarter 2010 compared to $5.8 million in first quarter 2009 due to the increase in the Company’s outstanding debt as a result of the AGMH Acquisition.

The Company recorded a $114.9 million provision for income taxes in first quarter 2010 (an effective tax rate of 26.3%) compared to a $14.6 million provision in first quarter 2009 (an effective tax rate of 14.6%).

8

The increase in the Company’s effective tax rate reflects the increase in U. S. income as a result of the AGMH Acquisition. Assured Guaranty’s effective tax rate on operating income was 33.5% in first quarter 2010 compared to 19.3% in first quarter 2009, also as a result of the AGMH Acquisition.

Conference Call and Webcast Information: The Company will host a conference call for investors and analysts on Tuesday, May 11, 2010 at 8: 00 a. m. Eastern Time (9: 00 a. m. Atlantic Time). The conference call will be available via live and archived webcast in the Investor Information section of the Company’s website at http://www. assuredguaranty. com or                 by dialing 866-804-6922 (in the U. S.) or 857-350-1668 (International), passcode 51677275. A replay of the call will be available through June 10, 2010 by dialing 888-286-8010 (in the U. S.) or 617-801-6888 (International), passcode 59793387.

Please refer to Assured Guaranty’s March 31, 2010 Financial Supplement, which is posted on the Company’s website at http://www. assuredguaranty. com/investor/ltd/financial. aspx for more information on the Company’s individual segment performance, financial guaranty portfolios, investment portfolio and other items. The Company has also posted on its website Assured Guaranty’s Financial Guaranty Direct Segment’s U. S. and International Structured Finance Transaction List and New Issue U. S. Public Finance List, both as of March 31, 2010.

# # #

Assured Guaranty Ltd. is a publicly-traded (NYSE: AGO) Bermuda-based holding company. Its operating subsidiaries provide credit enhancement products to the U. S. and international public finance, infrastructure and structured finance markets. More information on Assured Guaranty Ltd. and its subsidiaries can be found at www. assuredguaranty. com.

9

Assured Guaranty Ltd.

Consolidated Income Statements

($ in millions)

	Quarter Ended
	March 31,
	2010			2009
Revenues:
Net earned premiums	$	319.6		$	148.4
Net investment income	84.3			43.6
Net realized investment gains (losses)	9.4			(17.1		)
Change in fair value of credit derivatives:
Realized gains on credit derivatives	54.7			29.7
Credit impairment on credit derivatives	(76.4		)	(1.0		)
Non-credit impairment fair value gains on credit derivatives	300.5			18.9
Net change in fair value of credit derivatives	278.8			47.6
Fair value gain (loss) on committed capital securities	(1.3		)	19.7
Financial guaranty VIEs revenues(1)	4.2			—
Other income	(11.1		)	0.9
Total revenues	683.9			243.1
Expenses:
Loss and loss adjustment expenses	130.5			79.8
Amortization of deferred acquisition costs	8.2			23.4
AGMH acquisition-related expenses	4.0			4.6
Interest expense	25.1			5.8
Financial guaranty VIEs expenses(1)	14.8			—
Other operating expenses	64.4			29.4
Total expenses	247.0			143.0
Income before provision for income taxes	436.9			100.1
Provision for income taxes	114.9			14.6
Net income	322.0			85.5
Less: Noncontrolling interest of variable interest entities	—			—
Net income attributable to Assured Guaranty Ltd.	322.0			85.5
Less: Realized gains (losses) on investments, after tax	6.7			(17.1		)
Less: Non-credit impairment unrealized fair value gains on credit derivatives, after tax	230.8			26.4
Less: Fair value gains (losses) on committed capital securities, after tax	(0.8		)	12.8
Less: Non-economic fair value adjustments and net interest margin of consolidated VIEs, after tax(1)	(4.3		)	—
Operating income	$	89.6		$	63.4

(1)Effective January 1, 2010, new accounting guidance ASC 810 ‘Consolidation’  required the deconsolidation of four previously consolidated VIEs and the consolidation of 21 VIEs previously accounted for as insurance contracts.  Operating income reverses the financial effect of consolidating these entities and accounts for them as financial guaranty insurance contracts in order to present the Company’s insured obligations on a consistent basis.

10

Assured Guaranty Ltd.

Consolidated Balance Sheets

($ in millions)

	As of :
	March 31, 2010		December 31,2009
Assets
Investment portfolio, available-for-sale:
Fixed maturity securities, at fair value	$	9,057.3	$	9,139.9
Short-term investments	1,421.4		1,668.3
Total investment portfolio	10,478.7		10,808.2
Assets acquired in refinancing transactions	143.5		152.4
Cash	90.5		44.1
Premiums receivable, net of ceding commissions payable	1,371.6		1,418.2
Ceded unearned premium reserve	926.2		1,052.0
Deferred acquisition costs	244.0		242.0
Reinsurance recoverable on unpaid losses	17.8		14.1
Credit derivative assets	537.1		492.5
Committed capital securities, at fair value	8.3		9.5
Deferred tax asset, net	1,132.1		1,158.2
Salvage recoverable	261.8		239.5
Financial guaranty VIE assets (1)	1,868.6		762.3
Other assets	308.3		200.4
Total assets	$	17,388.5	$	16,593.4
Liabilities and shareholders’ equity
Liabilities
Unearned premium reserves	$	7,720.9	$	8,219.4
Loss and loss adjustment expense reserve	361.3		289.5
Long-term debt	919.5		917.4
Note payable to related party	142.4		149.1
Credit derivative liabilities	1,822.0		2,034.6
Reinsurance balances payable, net	185.4		186.7
Financial guaranty VIE liabilities with recourse (1)	2,067.2		762.7
Financial guaranty VIE liabilities without recourse (1)	205.7		—
Other liabilities	345.1		513.9
Total liabilities	13,769.5		13,073.3
Shareholders’ equity
Common stock	1.8		1.8
Additional paid-in capital	2,589.5		2,585.0
Retained earnings (1)	885.3		789.9
Accumulated other comprehensive income	140.4		141.8
Deferred equity compensation	2.0		2.0
Total shareholders’ equity attributable to Assured Guaranty Ltd.	3,619.0		3,520.5
Noncontrolling interest in consolidated VIEs (1)	—		(0.4		)
Total shareholders’ equity	3,619.0		3,520.1
Total liabilities and shareholders’ equity	$	17,388.5	$	16,593.4

11

(1)  Effective January 1, 2010, new accounting guidance ASC 810 “Consolidation” required the deconsolidation of four previously consolidated VIEs and the consolidation of 21 VIEs previously accounted for as insurance contracts.

Explanation of Non-GAAP Financial Measures:

This press release references financial measures that are not in accordance with U.S. generally accepted accounting principles (“GAAP”) which management uses in order to assist analysts and investors in evaluating Assured Guaranty Ltd.’s financial results.  These financial measures not in accordance with GAAP (“non-GAAP financial measures”) are defined below.  In each case, the most directly comparable GAAP financial measure, if available, is presented and a reconciliation of the non-GAAP financial measure and GAAP financial measure is provided.  This presentation is consistent with how Assured Guaranty’s management, analysts and investors evaluate Assured Guaranty Ltd.’s financial results and is comparable to estimates published by analysts in their research reports on Assured Guaranty Ltd.  The following paragraphs define each non-GAAP financial measure presented in this press release and describe why they are useful for investors.

Operating Income:  Operating income is a non-GAAP financial measure defined as net income (loss) attributable to Assured Guaranty Ltd. (which excludes noncontrolling interests in consolidated VIEs), adjusted for the following:

1)Elimination of the after-tax realized gains (losses) on the Company’s investment portfolio;

2)Elimination of the after-tax non-credit impairment unrealized fair value gains (losses) on credit derivatives accounted for as derivatives, which is the amount in excess of the present value of expected estimated economic credit losses;

3)Elimination of the after-tax fair value gains (losses) on the Company’s committed capital securities; and

4)Elimination of after-tax non-economic fair value adjustments and net interest margin of consolidated financial guaranty VIEs.

Management believes that operating income is a useful measure for management, investors and analysts because the presentation of operating income clarifies the understanding of the Company’s results of operations by highlighting the underlying profitability of its business.  Realized gains and losses on the Company’s investment portfolio are excluded from operating income because the timing and amount of realized gains and losses are not directly related to the Company’s insurance businesses.  Non-credit impairment unrealized fair value gains and losses on credit derivatives as well as fair value gains and losses on the Company’s committed capital securities and fair value adjustments and net interest margin of financial guaranty VIEs are excluded from operating income because these gains and losses do not result in an economic gain or loss and are heavily affected by, and fluctuate, in part, according to changes in market interest rates, credit spreads and other factors.  Operating income should not be viewed as a substitute for net income (loss) determined in accordance with GAAP.

Operating Shareholders’ Equity:  Operating shareholders’ equity is a non-GAAP financial measure calculated as shareholders’ equity attributable to Assured Guaranty Ltd. (which excludes noncontrolling interests in consolidated VIEs) reported under GAAP, adjusted for the following fair value adjustments deemed to be unrelated to credit impairment:

1)Elimination of the after-tax unrealized gains (losses) on the Company’s investment portfolio, recorded as a component of accumulated comprehensive income, excluding foreign exchange revaluation;

2)Elimination of the after-tax non-credit impairment unrealized fair value gains (losses) on credit derivatives accounted for as derivatives, which is the amount in excess of the present value of expected estimated economic credit losses;

3)Elimination of the after-tax fair value gains (losses) on the Company’s committed capital securities; and

12

4)Elimination of after-tax non-economic fair value adjustments of consolidated financial guaranty VIEs.

Management believes that operating shareholders’ equity is a useful measure for management, investors and analysts because the presentation of this measure clarifies the understanding of the Company’s results of operations by highlighting the underlying profitability of its business. Non-credit impairment unrealized fair value gains and losses on credit derivatives, fair value gains and losses on the Company’s committed capital securities, non-economic fair value adjustments of consolidated financial guaranty VIEs and unrealized gains and losses on the Company’s investment portfolio recorded in accumulated comprehensive income are excluded from operating shareholders’ equity because these gains and losses do not result in an economic gain or loss and are heavily affected by, and fluctuate, in part, according to changes in market interest rates, credit spreads and other factors.  Operating shareholders’ equity should not be viewed as a substitute for shareholders’ equity determined in accordance with GAAP.

Adjusted Book Value: Adjusted book value is a non-GAAP financial measure calculated as shareholders’ equity attributable to Assured Guaranty Ltd. (which excludes noncontrolling interests in consolidated VIEs) adjusted for the following:

1)Elimination of after-tax non-economic fair value adjustments of consolidated financial guaranty VIEs;

2)Elimination of the after-tax non-credit impairment unrealized fair value gains (losses) on credit derivatives accounted for as derivatives, which is the amount in excess of the present value of expected estimated economic credit losses;

3)Elimination of the after-tax fair value gains (losses) on the Company’s committed capital securities;

4)Elimination of the after-tax unrealized gains (losses) on the Company’s investment portfolios, recorded as a component of accumulated comprehensive income, excluding foreign exchange revaluation;

5)Elimination of after-tax deferred acquisition costs;

6)Addition of the after-tax net present value of estimated future credit derivative revenue, discounted at 6% and the addition of the after-tax value of net unearned revenue on credit derivatives; and

7)Addition of the after-tax value of the net unearned premium reserve on financial guaranty contracts in excess of net expected loss to be expensed.

Management believes that adjusted book value is a useful measure for management, investors and analysts because the calculation of adjusted book value permits an evaluation of the net present value of the Company’s in force premiums and shareholders’ equity. The premiums included in adjusted book value will be earned in future periods, but may differ materially from the estimated amounts used in determining current adjusted book value due to changes in market interest rates, foreign exchange rates, refinancing or refunding activity, prepayment speeds, policy changes or terminations, credit defaults and other factors. This measure should not be viewed as a substitute for shareholders’ equity attributable to Assured Guaranty Ltd. determined in accordance with GAAP.

Net present value of expected estimated future revenue on credit derivatives in force: Net present value of expected estimated future revenue on credit derivatives in force is a non-GAAP financial measure defined as the present value of estimated future revenue from our credit derivative in-force book of business, net of reinsurance, ceding commissions and premium taxes in excess of expected losses, and discounted at 6%. Management believes that net present value of expected estimated future revenue on credit derivatives in force is a useful measure for management, investors and analysts because it permits an evaluation of the value of future estimated credit derivative revenue. Estimated future credit derivative revenues may change from period to period due to changes in par outstanding, maturity, or other factors that result from market interest rates, foreign exchange rates, refinancing or refunding activity, prepayment speeds, policy changes or terminations, credit defaults or other factors. There is no comparable GAAP financial measure.

13

PVP or present value of new business production:  PVP is a non-GAAP financial measure defined as gross upfront and installment premiums received and the present value of gross estimated future installment premiums, on insurance and credit derivative contracts written in the current period, discounted at 6%.  Management believes that PVP is a useful measure for management, investors and analysts because it permits the evaluation of the value of new business production for Assured Guaranty by taking into account the value of estimated future installment premiums on all new contracts underwritten in a reporting period, whether in insurance or credit derivative contract form, which GAAP gross premiums written and the net credit derivative premiums received and receivable portion of net realized gains and other settlement on credit derivatives (“Credit Derivative Revenues”) do not adequately measure. For purposes of the PVP calculation, management discounts estimated future installment premiums on insurance contracts at 6%, while under GAAP, these amounts are discounted at a risk free rate.  Additionally, under GAAP, management records future installment premiums on financial guaranty insurance contracts covering non-homogeneous pools of assets based on the contractual term of the transaction, whereas for PVP purposes, management records an estimate of the future installment premiums the Company expects to receive, which may be based upon a shorter period of time than the contractual term of the transaction.  Actual future net earned or written premiums and Credit Derivative Revenues may differ from PVP due to factors including, but not limited to, prepayments, amortizations, refundings, contract terminations or defaults that may or may not result from changes in market interest rates, foreign exchange rates, refinancing or refundings, prepayment speeds, policy changes or terminations, credit defaults or other factors. PVP should not be viewed as a substitute for gross written premiums determined in accordance with GAAP.

Cautionary Statement Regarding Forward-Looking Statements:

Any forward-looking statements made in this press release reflect the Company’s current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements.  For example, Assured Guaranty’s forward-looking statements regarding financial strength and growth opportunities and its calculations of adjusted book value, PVP, net present value of estimated future installment premiums in force and total estimated net future premium earnings could be affected by a rating agency action, such as a ratings downgrade, developments in the world’s financial and capital markets, changes in the world’s credit markets, more severe or frequent losses affecting the adequacy of Assured Guaranty’s loss reserve, the impact of market volatility on the mark-to-market of our contracts written in credit default swap form, reduction in the amount of reinsurance portfolio opportunities available to the Company, decreased demand or increased competition, changes in accounting policies or practices, changes in laws or regulations, other governmental actions, difficulties with the execution of Assured Guaranty’s business strategy, contract cancellations, Assured Guaranty’s dependence on customers, loss of key personnel, adverse technological developments, the effects of mergers, acquisitions and divestitures, natural or man-made catastrophes, other risks and uncertainties that have not been identified at this time, management’s response to these factors, and other risk factors identified in Assured Guaranty’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements which are made as of May 10, 2010.  Assured Guaranty undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information:

Equity Investors:

Sabra R. Purtill, CFA

Managing Director, Investor Relations

212-408-6044

spurtill@assuredguaranty.com

14

Ross Aron

Assistant Vice President, Investor Relations

212-261-5509

raron@assuredguaranty.com

Media:

Betsy Castenir

Managing Director, Corporate Communications

212-339-3424

bcastenir@assuredguaranty.com

Ashweeta Durani

Vice President, Corporate Communications

212-408-6042

adurani@assuredguaranty.com

Fixed Income Investors:

Robert Tucker

Managing Director, Fixed Income Investor Relations

212-339-0861

rtucker@assuredguaranty.com

Michael Walker

Director, Fixed Income Investor Relations

212-261-5575

mwalker@assuredguaranty.com

15

EX-99.2

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Exhibit 99.2

Assured Guaranty Ltd.
March 31, 2010
Financial Supplement

Table of Contents		Page
	Selected Financial Highlights	1
	Consolidated Statements of Operations	2
	Consolidated Balance Sheets	3
	Adjusted Book Value	4
	Consolidated Capital and Claims Paying Resources	5
	New Business Production	6
	Financial Guaranty Gross Par Written	7
	Segment Consolidation	8
	Financial Guaranty Direct Segment	9-10
	Financial Guaranty Reinsurance Segment	11-12
	Investment Portfolio	13
	Estimated Net Exposure Amortization and Estimated Future Net Premium Reserve and Credit Derivative Revenues	14
	Present Value of Financial Guaranty Insurance Losses to be Expensed	15
	Financial Guaranty Profile	16-18
	Direct Pooled Corporate Obligations Profile	19
	Consolidated U.S. Residential Mortgage-Backed Securities Profile	20
	Financial Guaranty Direct U.S. RMBS Profile	21-25
	Financial Guaranty Direct U.S. Commercial Real Estate Profile	26
	Direct Consumer Receivables Profile	27
	Financial Guaranty Direct Credit Derivative Net Par Outstanding Profile	28
	Below Investment Grade Exposures	29-32
	Largest Exposures by Sector	33-36
	Financial Guaranty and Credit Derivatives Surveillance Categories	37
	Loss and LAE Reserves	38
	Financial Guaranty Direct and Reinsurance Segment Losses Incurred and Paid	39
	Summary Financial and Statistical Data	40
	Glossary	41
	Endnotes Related to Non-GAAP Financial Measures	43

This financial supplement should be read in conjunction with documents filed by Assured Guaranty Ltd. ("AGL" and, together with its subsidiaries, "Assured Guaranty" or the "Company") with the Securities and Exchange Commission ("SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2009 and its Quarterly Report on Form 10-Q for the three months ended March 31, 2010.

March 31, 2010 and December 31, 2009 amounts in this financial supplement include the consolidated results of Assured Guaranty Municipal Holdings Inc., formerly Financial Security Assurance Holdings Ltd. ("AGMH"), which Assured Guaranty acquired on July 1, 2009.

Some amounts in this financial supplement may not add due to rounding.

Cautionary Statement Regarding Forward-Looking Statements:

Any forward-looking statements made in this supplement reflect the current views of Assured Guaranty with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. The Company's forward looking statements could be affected by many events. These events include (1) rating agency action, including a ratings downgrade of the Company or its affiliates and/or of transactions insured by the Company or its affiliates, both of which have occurred in the past;(2) developments in the world's financial and capital markets that adversely affect issuers' payment rates, the Company's loss experience, its ability to cede exposure to reinsurers, its access to capital, its unrealized (losses) gains on derivative financial instruments or its investment returns; (3) changes in the world's credit markets, segments thereof or general economic conditions; (4) more severe or frequent losses affecting the adequacy of the Company's loss reserves; (5) the impact of market volatility on the mark-to-market of the Company's contracts written in credit default swap form; (6) reduction in the amount of reinsurance portfolio opportunities available to the Company; (7) decreased demand or increased competition; (8) changes in applicable accounting policies or practices; (9) changes in applicable laws or regulation, including insurance and tax laws; (10) other governmental actions; (11) difficulties with the execution of the Company's business strategy; (12) contract cancellations; (13) the Company's dependence on customers; (14) loss of key personnel; (15) adverse technological developments; (16) the effects of mergers, acquisitions and divestitures; (17) natural or man-madecatastrophes; (18) other risks and uncertainties that have not been identified at this time; (19) management's response to these factors; and (20) other risk factors identified in Assured Guaranty's filings with the SEC. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Assured Guaranty Ltd.
Selected Financial Highlights
(dollars in millions, except per share amounts)

		Quarter Ended March 31,
								% Change versus 1Q-09
		2010			2009
Operating income reconciliation:
	Operating income	$	89.6		$	63.4			41	%
	Plus: Realized gains (losses) on investments, after tax		6.7			(17.1	)		NM
	Plus: Non-credit impairment unrealized fair value gains on credit derivatives, after tax		230.8			26.4			NM
	Plus: Fair value gains (losses) on committed capital securities, after tax		(0.8	)		12.8			NM
	Plus: Non-economic fair value adjustments and net interest margin of consolidated variable interest entities ("VIEs"), after tax(1)		(4.3	)		—			NM
	Net income attributable to Assured Guaranty Ltd.	$	322.0		$	85.5			277	%
Return on equity ("ROE") calculations(2):
	ROE, excluding unrealized gain (loss) on investment portfolio		37.5	%		11.5	%
	Operating ROE		8.6	%		10.3	%
Earnings per diluted share:
	Operating income	$	0.47		$	0.69			(32	)%
	Plus: Realized gains (losses) on investments, after tax		0.03			(0.19	)		NM
	Plus: Non-credit impairment unrealized fair value gains on credit derivatives, after tax		1.21			0.29			NM
	Plus: Fair value gains (losses) on committed capital securities, after tax		—			0.14			NM
	Plus: Non-economic fair value adjustments and net interest margin of consolidated VIEs, after tax(1)		(0.02	)		—			NM
	Net income attributable to Assured Guaranty Ltd.(3)	$	1.69		$	0.93			82	%
Other information:
	Net debt service outstanding	$	958,192		$	357,216			168	%
	Net par outstanding		639,465			237,176			170	%
	Claims-paying resources		13,399			5,221			157	%
	Gross par written		7,188			22,276			(68	)%
	Effective tax rate on operating income		33.5	%		19.3	%
	Effective tax rate on net income		26.3	%		14.6	%

(1)

Effective January 1, 2010, new accounting guidance ASC 810 "Consolidation" required the deconsolidation of four previously consolidated variable interest entities ("VIEs") and the consolidation of 21 VIEs previously accounted for as insurance contracts. Operating income reverses the financial effect of consolidating these entities and accounts for them as financial guaranty insurance contracts in order to present the Company's insured obligations on a consistent basis.

(2)

Quarterly ROE calculations represent annualized returns.

(3)

Total may not add due to differences in calculating GAAP and non-GAAP per diluted share amounts.

Note: Please refer to endnotes for explanation of non-GAAP financial measures.

NM = Not meaningful

1

Assured Guaranty Ltd.
Consolidated Statements of Operations
(dollars and shares in millions, except per share amounts)

			Quarter Ended March 31,
									% Change versus 1Q-09
			2010			2009
Revenues:
	Net earned premiums		$	319.6		$	148.4			115	%
	Net investment income			84.3			43.6			93	%
	Net realized investment gains (losses)			9.4			(17.1	)		NM
	Change in fair value of credit derivatives:
		Realized gains on credit derivatives		54.7			29.7			84	%
		Credit impairment on credit derivatives		(76.4	)		(1.0	)		NM
		Non-credit impairment fair value gains on credit derivatives		300.5			18.9			NM
	Net change in fair value of credit derivatives			278.8			47.6			486	%
	Fair value gains (losses) on committed capital securities			(1.3	)		19.7			NM
	Financial guaranty VIEs revenues			4.2			—			NM
	Other income			(11.1	)		0.9			NM
		Total revenues		683.9			243.1			181	%
Expenses:
	Loss and loss adjustment expenses			130.5			79.8			64	%
	Amortization of deferred acquisition costs			8.2			23.4			(65	)%
	Assured Guaranty Municipal Holdings Inc. ("AGMH") acquisition-related expenses			4.0			4.6			(13	)%
	Interest expense			25.1			5.8			333	%
	Financial guaranty VIEs expenses			14.8			—			NM
	Other operating expenses			64.4			29.4			119	%
		Total expenses		247.0			143.0			73	%
	Income before provision for income taxes			436.9			100.1			336	%
	Provision for income taxes			114.9			14.6			NM
	Net income			322.0			85.5			277	%
	Less: Noncontrolling interest of variable interest entities			—			—			NM
	Net income attributable to Assured Guaranty Ltd.			322.0			85.5			277	%
	Less: Realized gains (losses) on investments, after tax			6.7			(17.1	)		NM
	Less: Non-credit impairment unrealized fair value gains on credit derivatives, after tax			230.8			26.4			NM
	Less: Fair value gains (losses) on committed capital securities, after tax			(0.8	)		12.8			NM
	Less: Non-economic fair value adjustments and net interest margin of consolidated VIEs, after tax(1)			(4.3	)		—			NM
	Operating income		$	89.6		$	63.4			41	%
Weighted average shares outstanding
	Basic shares outstanding—GAAP (for net income (loss) per share calculation)			184.3			90.8			103	%
	Diluted shares outstanding—GAAP (for net income (loss) per share calculation)			190.6			91.2			109	%
	Diluted shares outstanding—non-GAAP (for operating income per share calculation)			190.8			91.5			109	%
	Shares outstanding at the end of period			184.3			90.1			105	%
Effect of refundings and accelerations, net
	Earned premiums from refundings and accelerations, net		$	15.4		$	90.3			(83	)%
	Operating income effect		$	9.9		$	64.7			(85	)%
	Operating income per diluted share effect		$	0.05		$	0.71			(93	)%

(1)

Effective January 1, 2010, new accounting guidance ASC 810 "Consolidation" required the deconsolidation of four previously consolidated VIEs and the consolidation of 21 VIEs previously accounted for as insurance contracts. Operating income reverses the financial effect of consolidating these entities and accounts for them as financial guaranty insurance contracts in order to present the Company's insured obligations on a consistent basis.

Note: Please refer to endnotes for explanation of non-GAAP financial measures.

NM = Not meaningful

2

Assured Guaranty Ltd.
Consolidated Balance Sheets
(in millions)

			As of :
			March 31, 2010		December 31, 2009
Assets
	Investment portfolio, available-for-sale:
		Fixed maturity securities, at fair value	$	9,057.3	$	9,139.9
		Short-term investments		1,421.4		1,668.3
	Total investment portfolio			10,478.7		10,808.2
	Assets acquired in refinancing transactions			143.5		152.4
	Cash			90.5		44.1
	Premiums receivable, net of ceding commissions payable			1,371.6		1,418.2
	Ceded unearned premium reserve			926.2		1,052.0
	Deferred acquisition costs			244.0		242.0
	Reinsurance recoverable on unpaid losses			17.8		14.1
	Credit derivative assets			537.1		492.5
	Committed capital securities, at fair value			8.3		9.5
	Deferred tax asset, net			1,132.1		1,158.2
	Salvage recoverable			261.8		239.5
	Financial guaranty VIE assets(1)			1,868.6		762.3
	Other assets			308.3		200.4
Total assets			$	17,388.5	$	16,593.4
Liabilities and shareholders' equity
Liabilities
	Unearned premium reserves		$	7,720.9	$	8,219.4
	Loss and loss adjustment expense reserve			361.3		289.5
	Long-term debt			919.5		917.4
	Note payable to related party			142.4		149.1
	Credit derivative liabilities			1,822.0		2,034.6
	Reinsurance balances payable, net			185.4		186.7
	Financial guaranty VIE liabilities with recourse(1)			2,067.2		762.7
	Financial guaranty VIE liabilities without recourse(1)			205.7		—
	Other liabilities			345.1		513.9
Total liabilities				13,769.5		13,073.3
Shareholders' equity
	Common stock			1.8		1.8
	Additional paid-in capital			2,589.5		2,585.0
	Retained earnings(1)			885.3		789.9
	Accumulated other comprehensive income			140.4		141.8
	Deferred equity compensation			2.0		2.0
	Total shareholders' equity attributable to Assured Guaranty Ltd.			3,619.0		3,520.5
	Noncontrolling interest in consolidated VIEs(1)			—		(0.4	)
	Total shareholders' equity			3,619.0		3,520.1
Total liabilities and shareholders' equity			$	17,388.5	$	16,593.4

(1)

Effective January 1, 2010, new accounting guidance ASC 810 "Consolidation" required the deconsolidation of four previously consolidated VIEs and the consolidation of 21 VIEs previously accounted for as insurance contracts.

3

Assured Guaranty Ltd.
Adjusted Book Value
(dollars in millions, except per share amounts)

		As of :
		March 31, 2010						December 31, 2009						% Change versus 12/31/2009
		Total			Per share			Total			Per share			Total			Per share
Reconciliation of book value to adjusted book value:
	Book value attributable to Assured Guaranty Ltd.	$	3,619.0		$	19.63		$	3,520.5		$	19.12			3	%		3	%
	Less: Non-economic fair value adjustments of consolidated VIEs, after tax(1)		(222.4	)		(1.21	)		—			—			NM			NM
	Less: Non-credit impairment unrealized fair value gains (losses) on credit derivatives, after tax		(536.1	)		(2.91	)		(767.6	)		(4.17	)		(30	)%		(30	)%
	Less: Fair value gains (losses) on committed capital securities, after tax		5.4			0.03			6.2			0.03			(13	)%		0	%
	Less: Unrealized gain (loss) on investment portfolio excluding foreign exchange effect, after tax		127.6			0.69			139.7			0.76			(9	)%		(9	)%
	Operating shareholders' equity	$	4,244.5		$	23.02		$	4,142.2		$	22.49			2	%		2	%
	Less: Deferred acquisition costs, after tax		258.8			1.40			235.3			1.28			10	%		9	%
	Plus: Net present value of estimated net future credit derivative revenue, after tax		499.6			2.71			520.0			2.82			(4	)%		(4	)%
	Plus: Net unearned premium reserve on financial guaranty contracts in excess of expected loss to be expensed, after tax		4,362.6			23.67			4,486.8			24.36			(3	)%		(3	)%
	Adjusted book value	$	8,847.9		$	48.00		$	8,913.7		$	48.40			(1	)%		(1	)%

(1)

Effective January 1, 2010, new accounting guidance ASC 810 "Consolidation" required the deconsolidation of four previously consolidated VIEs and the consolidation of 21 VIEs previously accounted for as insurance contracts. Operating shareholder's equity reverses the financial effect of consolidating these entities and accounts for them as financial guaranty insurance contracts in order to present the Company's insured obligations on a consistent basis.

Note: Please refer to endnotes for explanation of non-GAAP financial measures.

NM = Not meaningful

4

Assured Guaranty Ltd.
Consolidated Capital and Claims Paying Resources
(dollars in millions)

		As of March 31, 2010
		Assured Guaranty Corp.		Assured Guaranty Re Ltd.(1)		Assured Guaranty Municipal Corp.		Eliminations(6)			Consolidated
Claims paying resources
Policyholders' surplus		$	1,080	$	1,021	$	863	$	(300	)	$	2,664
Contingency reserve			587		—		1,357		—			1,944
	Qualified statutory capital		1,667		1,021		2,220		(300	)		4,608
Unearned premium reserve			890		1,052		2,229		—			4,171
Loss and loss adjustment expense reserves			454		256		1,252		—			1,962
	Total policyholders' surplus and reserves		3,011		2,329		5,701		(300	)		10,741
Present value of installment premium(2)			584		330		846		—			1,760
Standby line of credit/stop loss			200		200		498		—			898
	Total claims paying resources	$	3,795	$	2,859	$	7,045	$	(300	)	$	13,399
Net par outstanding(3)		$	128,049	$	146,332	$	352,809	$	(1,607	)	$	625,583
Net debt service outstanding(3)		$	183,997	$	236,390	$	525,788	$	(3,576	)	$	942,599
Ratios:
	Net par insured to statutory capital		77:1		143:1		159:1					136:1
	Capital ratio(4)		110:1		232:1		237:1					205:1
	Financial resources ratio(5)		48:1		83:1		75:1					70:1

(1)

Assured Guaranty Re Ltd. ("AG Re") numbers are the Company's estimate of U.S. statutory as this company files Bermuda statutory financial statements.

(2)

Includes financial guaranty and credit derivatives.

(3)

Statutory basis.

(4)

The capital ratio is calculated by dividing net debt service outstanding by qualified statutory capital.

(5)

The financial resources ratio is calculated by dividing net debt service outstanding by total claims paying resources.

(6)

In 2009, Assured Guaranty Corp. issued a $300.0 million note payable to Assured Guaranty Municipal Corp.

5

Assured Guaranty Ltd.
New Business Production
(dollars in millions)

			Quarter Ended March 31,
							% Change versus 1Q-09
			2010		2009
Consolidated new business production analysis:
	Present value of new business production ("PVP")
	Public finance—U.S.		$	74.3	$	217.5		(66	)%
	Public finance—non-U.S.			—		1.8		(100	)%
	Structured finance—U.S.			4.5		2.4		88	%
	Structured finance—non-U.S.			—		—		NM
	Total PVP			78.8		221.7		(64	)%
		Less: PVP(a) of credit derivatives		—		2.4		(100	)%
	PVP of financial guaranty insurance			78.8		219.3		(64	)%
		Less: Financial guaranty installment premium PVP		4.5		11.6		(61	)%
	Total: Financial guaranty upfront GWP			74.3		207.7		(64	)%
		Plus: Financial guaranty installment PVP adjustment(1)		17.8		27.1		(34	)%
	Total financial guaranty GWP			92.1		234.8		(61	)%
	Plus: Other segment GWP			—		—		NM
	Total GWP		$	92.1	$	234.8		(61	)%
Consolidated financial guaranty gross par written:
	Public finance—U.S.		$	6,188	$	21,629		(71	)%
	Public finance—non-U.S.			—		555		(100	)%
	Structured finance—U.S.			1,000		92		987	%
	Structured finance—non-U.S.			—		—		NM
		Total	$	7,188	$	22,276		(68	)%

(1)

Includes the difference in management estimates for the discount rate applied to future installments compared to the discount rate used for new financial guaranty insurance accounting standard as well as the changes in estimated term for future installments.

Note: Please refer to endnotes for explanation of non-GAAP financial measures.

NM = Not meaningful

6

Assured Guaranty Ltd.
Financial Guaranty Gross Par Written
(in millions)

Financial Guaranty Gross Par Written by Asset Type

			Gross Par Written		Avg. Rating(1)
			1Q-10
Sector:
U.S. Public Finance:
	General obligation		$	2,955		A+
	Municipal utilities			1,381		A+
	Tax backed			1,299		A+
	Transportation			288		A
	Healthcare			173		A
	Higher education			62		A
	Investor-owned utilities			30		A-
		Total U.S. public finance		6,188		A+
Non-U.S. Public Finance:
		Total non-U.S. public finance		—		—
Total public finance			$	6,188		A+
U.S. Structured Finance:
	Consumer receivables		$	1,000		AAA
		Total U.S. structured finance		1,000		AAA
Non-U.S. Structured Finance:
		Total non-U.S. structured finance		—		—
Total structured finance			$	1,000		AAA
Total gross par written			$	7,188		A+

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

Please refer to Glossary for description of selected types of U.S. public finance, non-U.S. public finance, U.S. structured finance and non-U.S. structured finance obligations that the Company insures and reinsures.

7

Assured Guaranty Ltd.
Segment Consolidation
(in millions)

			Three Months Ended March 31, 2010
			Financial Guaranty Direct			Financial Guaranty Reinsurance(1)			Other(4)			Underwriting Gain/(Loss)			Consolidation of VIEs			Total
Total PVP			$	78.8		$	—		$	—		$	78.8		$	—		$	78.8
Income statement:
Net earned premiums				306.6			18.4			0.6			325.6			(6.0	)		319.6
Realized gains on credit derivatives(2)				55.0			(0.3	)		—			54.7			—			54.7
Other income				(5.1	)		(7.8	)		—			(12.9	)		—			(12.9	)
	Total underwriting revenues			356.5			10.3			0.6			367.4			(6.0	)		361.4
Loss and loss adjustment expenses				112.3			28.2			—			140.5			(10.0	)		130.5
Incurred losses (gains) on credit derivatives(3)				74.6			1.8			—			76.4						76.4
	Total incurred losses			186.9			30.0			—			216.9			(10.0	)		206.9
Amortization of deferred acquisition costs				3.8			4.3			0.1			8.2			—			8.2
Operating expenses				49.7			9.4			0.9			60.0			—			60.0
	Total underwriting expenses			240.4			43.7			1.0			285.1			(10.0	)		275.1
		Underwriting gain (loss)	$	116.1		$	(33.4	)	$	(0.4	)	$	82.3

			Three Months Ended March 31, 2009
			Financial Guaranty Direct		Financial Guaranty Reinsurance(1)			Other(4)			Total
Total PVP			$	130.9	$	90.8		$	—		$	221.7
Income statement:
Net earned premiums				101.5		46.2			0.7			148.4
Realized gains on credit derivatives(2)				28.8		0.9			—			29.7
Other income				0.8		0.1			—			0.9
	Total underwriting revenues			131.1		47.2			0.7			179.0
Loss and loss adjustment expenses				11.7		36.8			31.3			79.8
Incurred losses (gains) on credit derivatives(3)				1.4		(0.4	)		—			1.0
	Total incurred losses			13.1		36.4			31.3			80.8
Amortization of deferred acquisition costs				6.2		17.1			0.1			23.4
Operating expenses				20.6		6.7			0.7			28.0
	Total underwriting expenses			39.9		60.2			32.1			132.2
		Underwriting gain (loss)	$	91.2	$	(13.0	)	$	(31.4	)	$	46.8

(1)

Due to the timing of receiving reports prepared by Assured Guaranty's ceding companies, PVP(a) for installment premiums, par written and par outstanding on treaty business in the Company's financial guaranty reinsurance segment are reported on a one-quarter lag.

(2)

Includes premiums and ceding commissions.

(3)

Includes paid and payable losses and received and receivable recoveries.

(4)

Other includes the Company's former mortgage guaranty and other segments.

Note: Please refer to endnotes for explanation of non-GAAP financial measures.

8

Assured Guaranty Ltd.
Financial Guaranty Direct Segment (1 of 2)
(in millions)

			3Q-09		4Q-09		1Q-10
Income statement:
Net earned premiums:
	Scheduled net earned premiums
		Public finance—U.S.	$	69.7	$	77.8	$	67.6
		Public finance—non-U.S.		17.9		15.4		13.0
		Structured finance—U.S.		208.4		202.9		203.7
		Structured finance—non-U.S.		7.6		13.1		8.7
	Total scheduled net earned premiums			303.6		309.2		293.0
	Net earned premiums from refundings and accelerations			11.1		37.3		13.6
Total net earned premiums				314.7		346.5		306.6
Realized gains on credit derivatives(1)				57.0		54.8		55.0
Other income				34.6		1.6		(5.1	)
	Total underwriting revenues			406.3		402.9		356.5
Loss and loss adjustment expenses—financial guaranty				97.2		101.2		112.3
Incurred losses (gains) on credit derivatives(2)				142.4		59.2		74.6
	Total incurred losses			239.6		160.4		186.9
Amortization of deferred acquisition costs				3.0		3.5		3.8
Operating expenses				59.1		42.8		49.7
	Total underwriting expenses			301.7		206.7		240.4
		Underwriting gain (loss)	$	104.6	$	196.2	$	116.1

(1)

Includes premiums and ceding commissions.

(2)

Includes paid and payable losses and received and receivable recoveries.

9

Assured Guaranty Ltd.
Financial Guaranty Direct Segment (2 of 2)
(in millions)

		3Q-09			4Q-09			1Q-10
PVP:
Public finance—U.S.		$	154.9		$	114.0		$	74.3
Public finance—non-U.S.			—			—			—
Structured finance—U.S.			2.3			6.3			4.5
Structured finance—non-U.S.			0.9			0.1			—
Total PVP			158.1			120.4			78.8
	Less: PVP of credit derivatives GWP		—			—			—
PVP of financial guaranty GWP			158.1			120.4			78.8
	Less: Present value of insurance installment premiums		4.2			(2.9	)		4.5
	Upfront financial guaranty GWP		153.9			123.3			74.3
	Plus: Financial guaranty installment PVP adjustment(1)		(22.3	)		(45.4	)		19.5
Financial guaranty direct GWP		$	131.6		$	77.9		$	93.8
Gross par written(2):
Public finance—U.S.		$	8,497		$	6,736		$	6,188
Public finance—non-U.S.			—			—			—
Structured finance—U.S.			600			1,250			1,000
Structured finance—non-U.S.			—			—			—
	Total	$	9,097		$	7,986		$	7,188

		3Q-09		4Q-09		1Q-10
Net par outstanding: (end of period)
Public finance—U.S.		$	371,748	$	372,088	$	380,361
Public finance—non-U.S.			37,139		37,281		36,099
Structured finance—U.S.			135,939		132,945		128,495
Structured finance—non-U.S.			33,080		33,194		31,530
	Total	$	577,906	$	575,508	$	576,485

(1)

Includes the difference in management estimates for the discount rate applied to future installments compared to the discount rate used for new financial guaranty insurance accounting standard as well as the changes in estimated term for future installments.

(2)

Includes committed amount including undrawn revolvers.

Note: Please refer to endnotes for explanation of non-GAAP financial measures.

Note: AGM is included in the financial guaranty direct segment.

10

Assured Guaranty Ltd.
Financial Guaranty Reinsurance Segment (1 of 2)
(in millions)

			3Q-09			4Q-09			1Q-10
Income statement:
Net earned premiums:
	Scheduled net earned premiums		$	8.3		$	17.4		$	16.6
	Net earned premiums from refundings and accelerations			6.3			8.8			1.8
Total net earned premiums				14.6			26.2			18.4
Realized gains on credit derivatives(1)				0.3			0.6			(0.3	)
Other income				21.5			(1.5	)		(7.8	)
	Total underwriting revenues			36.4			25.3			10.3
Loss and loss adjustment expenses—financial guaranty				35.9			25.5			28.2
Incurred losses (gains) on credit derivatives(2)				(0.2	)		1.0			1.8
	Total incurred losses			35.7			26.5			30.0
Amortization of deferred acquisition costs				(1.8	)		9.0			4.3
Operating expenses				6.3			5.2			9.4
	Total underwriting expenses			40.2			40.7			43.7
		Underwriting gain (loss)	$	(3.8	)	$	(15.4	)	$	(33.4	)

(1)

Includes premiums and ceding commissions.

(2)

Includes paid and payable losses and received and receivable recoveries.

11

Assured Guaranty Ltd.
Financial Guaranty Reinsurance Segment(1) (2 of 2)
(in millions)

		3Q-09			4Q-09			1Q-10
PVP:
Public finance—U.S.		$	—		$	—		$	—
Public finance—non-U.S.			—			—			—
Structured finance—U.S.			—			—			—
Structured finance—non-U.S.			—			—			—
Total PVP			—			—			—
	Less: PVP of credit derivatives GWP		—			—			—
PVP of financial guaranty GWP			—			—			—
	Less: Present value of financial guaranty installment premiums		—			—			—
	Upfront financial guaranty GWP		—			—			—
	Plus: Financial guaranty installment PVP adjustment(2)		(7.5	)		(21.5	)		(1.7	)
Financial guaranty reinsurance GWP		$	(7.5	)	$	(21.5	)	$	(1.7	)
Gross par written:
Public finance—U.S.		$	—		$	—		$	—
Public finance—non-U.S.			—			—			—
Structured finance—U.S.			—			—			—
Structured finance—non-U.S.			—			—			—
	Total	$	—		$	—		$	—

		3Q-09		4Q-09		1Q-10
Net par outstanding: (end of period)
Public finance—U.S.		$	53,137	$	50,990	$	49,751
Public finance—non-U.S.			6,088		5,494		5,307
Structured finance—U.S.			6,244		5,356		5,049
Structured finance—non-U.S.			3,255		3,074		2,873
	Total	$	68,724	$	64,914	$	62,980

(1)

Due to the timing of receiving reports prepared by Assured Guaranty's ceding companies, PVP for installment premiums, par written and par outstanding on treaty business in the Company's financial guaranty reinsurance segment are reported on a one-quarter lag.

(2)

Includes the difference in management estimates for the discount rate applied to future installments compared to the discount rate used for new financial guaranty insurance accounting standard as well as the changes in estimated term for future installments.

Note: Please refer to endnotes for explanation of non-GAAP financial measures.

Note: AGM is included in the financial guaranty direct segment.

12

Assured Guaranty Ltd.
Investment Portfolio
As of March 31, 2010
(dollars in millions)

				Amortized Cost		Pre-Tax Book Yield			After-Tax Book Yield			Fair Value		Annualized Investment Income(1)
Investment portfolio, available-for-sale:
Fixed maturity securities:
	U.S. Treasury securities and obligations of U.S. government agencies			$	503.8		2.97	%		2.28	%	$	517.9	$	15.0
	Agency obligations				515.6		3.39	%		2.95	%		530.8		17.5
	Foreign government securities				348.3		3.06	%		1.99	%		335.7		10.7
	Obligations of states and political subdivisions				2,501.4		3.86	%		3.66	%		2,577.2		96.6
	Insured obligations of state and political subdivisions(2)				2,161.6		4.79	%		4.54	%		2,237.0		103.5
	Corporate securities				628.5		3.57	%		2.92	%		642.6		22.4
	Mortgage-backed securities ("MBS")(3):
		Residential MBS			1,460.5		4.43	%		3.99	%		1,466.6		64.7
		Commercial MBS			240.4		5.60	%		4.70	%		247.6		13.5
	Asset-backed securities(4)				505.8		2.96	%		2.26	%		501.9		15.0
			Total fixed maturity securities		8,865.9		4.05	%		3.64	%		9,057.3		358.9
Short-term investments					1,422.0		0.23	%		0.16	%		1,421.4		3.3
			Total investment portfolio	$	10,287.9		3.52	%		3.16	%	$	10,478.7	$	362.2

		Fair Value		%
Ratings(5):
Treasury and U.S. government obligations		$	517.9		5.7	%
Agency obligations			530.8		5.8	%
AAA/Aaa			3,202.7		35.4	%
AA/Aa			2,827.4		31.2	%
A/A			1,455.5		16.1	%
BBB			144.3		1.6	%
Below investment grade ("BIG")			378.7		4.2	%
	Total fixed maturity securities available for sale	$	9,057.3		100.0	%
Duration of investment portfolio (in years):					4.3
Average ratings of investment portfolio					AA

(1)

Represents annualized investment income based on amortized cost and pre-tax book yields.

(2)

Reflects obligations of state and local political subdivisions that have been insured by other financial guarantors. The underlying ratings of these bonds average A+. Includes $379.5 million insured by AGC & AGM.

(3)

$0.5 million is U.S. subprime RMBS, which has an average rating of AAA.

(4)

Contains no CDOs of ABS.

(5)

Ratings are represented by the lower of the Moody's Investors Service and Standard & Poor's classifications.

13

Assured Guaranty Ltd.
Estimated Net Exposure Amortization(1) and Estimated Future Net Premium
and Credit Derivative Revenues
(in millions)

						Financial Guaranty Insurance(2)
				Estimated Ending Net Debt Service Outstanding								Future Credit Derivative Revenues(3)
		Estimated Net Debt Service Amortization				Expected PV Net Earned Premiums		Accretion of Discount		Future Net Premiums Earned				Total
2010 (as of March 31)				$	958,192
2010 (April 1-December 31)		$	55,281		902,911	$	772.5	$	27.8	$	800.3	$	123.2	$	923.5
2011			63,586		839,325		768.7		34.7		803.4		166.0		969.4
2012			69,415		769,910		608.1		32.6		640.7		132.3		773.0
2013			59,998		709,912		524.6		30.2		554.8		99.6		654.4
2014			63,764		646,148		468.7		28.2		496.9		69.5		566.4
2010-2014			312,044		646,148		3,142.6		153.5		3,296.1		590.6		3,886.7
2015-2019			218,625		427,523		1,687.6		113.8		1,801.4		145.2		1,946.6
2020-2024			160,640		266,883		1,023.5		76.7		1,100.2		69.0		1,169.2
2025-2029			113,116		153,767		628.6		47.3		675.9		52.6		728.5
After 2029			153,767		—		679.0		39.5		718.5		90.9		809.4
	Total	$	958,192			$	7,161.3	$	430.8	$	7,592.1	$	948.3	$	8,540.4

(1)

Represents the future expected amortization of current debt service outstanding (principal and interest), assuming no advance refundings, as of March 31, 2010. Actual amortization differs from expected maturities because borrowers may have the right to call or prepay guaranteed and because of management's assumptions on structured finance amortization. obligations.

(2)

See page 15 for "Present Value of Financial Guaranty Insurance Losses to be Expensed."

(3)

Excludes UPR contracts with credit impairment or is net of expected losses to be expensed on contracts with expected losses.

14

Assured Guaranty Ltd.
Present Value of Financial Guaranty Insurance Losses to be Expensed
(in millions)

		Expected PV of Net Loss to be Expensed(1)
Financial Guaranty Insurance Losses to be Expensed:
2010 (as of March 31)
2010 (2nd Qtr)		$	58.8
2010 (3rd Qtr)			63.0
2010 (4th Qtr)			61.9
2011			198.6
2012			122.2
2013			96.1
2014			90.6
2010-2014			691.2
2015-2019			269.3
2020-2024			126.2
2025-2029			70.3
After 2029			61.7
	Total expected present value		1,218.7
Discount			655.8
	Total future value	$	1,874.5

(1)

The expected present value of net loss to be expensed is discounted by weighted-average risk free rates ranging from 0% to 5.32%.

15

Assured Guaranty Ltd.
Financial Guaranty Profile (1 of 3)
As of March 31, 2010
(in millions)

Net Par Outstanding and Average Rating by Asset Type

			Financial Guaranty Direct		Financial Guaranty Reinsurance		Consolidated
			Net Par Outstanding		Net Par Outstanding		Net Par Outstanding		Avg. Rating(1)
U.S. Public Finance:
	General obligation		$	164,819	$	16,443	$	181,262	A+
	Tax backed			74,657		9,754		84,411	A+
	Municipal utilities			64,706		6,620		71,326	A
	Transportation			30,134		6,237		36,371	A
	Healthcare			20,658		1,884		22,542	A
	Higher education			12,242		2,967		15,209	A+
	Housing			7,079		427		7,506	AA-
	Infrastructure finance			2,522		1,693		4,215	BBB+
	Investor-owned utilities			168		1,564		1,732	BBB+
	Other public finance			3,376		2,162		5,538	A
		Total U.S. public finance		380,361		49,751		430,112	A+
Non-U.S. Public Finance:
	Infrastructure finance			13,368		2,379		15,747	BBB
	Regulated utilities			11,075		2,390		13,465	BBB+
	Pooled infrastructure			4,140		—		4,140	AA
	Other public finance			7,516		538		8,054	AA-
		Total non-U.S. public finance		36,099		5,307		41,406	A-
Total public finance			$	416,460	$	55,058	$	471,518	A
U.S. Structured Finance:
	Pooled corporate obligations		$	72,003	$	883	$	72,886	AAA
	Residential mortgage-backed and home equity			27,876		414		28,290	BB
	Financial products			9,653		—		9,653	AA-
	Consumer receivables			6,009		1,358		7,367	A+
	Commercial mortgage-backed securities			6,982		376		7,358	AAA
	Structured credit			2,171		376		2,547	A-
	Commercial receivables			1,276		1,116		2,392	BBB+
	Insurance securitizations			1,314		337		1,651	A+
	Other structured finance			1,211		189		1,400	A+
		Total U.S. structured finance		128,495		5,049		133,544	AA-
Non-U.S. Structured Finance:
	Pooled corporate obligations			22,634		1,025		23,659	AAA
	Residential mortgage-backed and home equity			4,868		30		4,898	AAA
	Structured credit			1,319		602		1,921	BBB
	Commercial receivables			895		728		1,623	A-
	Insurance securitizations			964		16		980	CCC-
	Commercial mortgage-backed securities			394		302		696	AA
	Consumer receivables			161		—		161	AAA
	Other structured finance			295		170		465	AA+
		Total non-U.S. structured finance		31,530		2,873		34,403	AA+
Total structured finance			$	160,025	$	7,922	$	167,947	AA-
Total net par outstanding			$	576,485	$	62,980	$	639,465	A+

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

Please refer to Glossary for description of selected types of U.S. public finance, non-U.S. public finance, U.S. structured finance and non-U.S. structured finance obligations that the Company insures and reinsures.

NA = Not Applicable

16

Assured Guaranty Ltd.
Financial Guaranty Profile (2 of 3)
(dollars in millions)

Distribution by Ratings of Financial Guaranty Portfolio

		As of March 31, 2010
		Public Finance—U.S.					Public Finance—Non-U.S.					Structured Finance—U.S.					Structured Finance—Non-U.S.					Consolidated
		Net Par Outstanding		%			Net Par Outstanding		%			Net Par Outstanding		%			Net Par Outstanding		%			Net Par Outstanding		%
Ratings(1):
Super senior		$	—		0.0	%	$	2,177		5.3	%	$	24,175		18.1	%	$	8,478		24.6	%	$	34,830		5.4	%
AAA			6,179		1.4	%		1,406		3.4	%		42,252		31.6	%		14,389		41.8	%		64,226		10.0	%
AA			167,991		39.1	%		1,971		4.8	%		25,752		19.3	%		2,985		8.7	%		198,699		31.1	%
A			211,859		49.3	%		13,034		31.5	%		9,416		7.1	%		2,641		7.7	%		236,950		37.1	%
BBB			41,085		9.5	%		22,173		53.5	%		11,084		8.3	%		4,880		14.2	%		79,222		12.4	%
BIG			2,998		0.7	%		645		1.5	%		20,865		15.6	%		1,030		3.0	%		25,538		4.0	%
	Total net par outstanding	$	430,112		100.0	%	$	41,406		100.0	%	$	133,544		100.0	%	$	34,403		100.0	%	$	639,465		100.0	%

Ceded Par Outstanding by Reinsurer and Insurer Financial Strength Rating

Reinsurer		Moody's Rating	S&P Rating	Ceded Par Outstanding		Ceded Par Outstanding as a % of Gross Par Outstanding
Radian Asset Assurance Inc.		Ba1	BB-	$	23,452		30.7	%
Tokio Marine & Nichido Fire Insurance Co., Ltd.		Aa2	AA		21,113		27.7	%
RAM Reinsurance Co. Ltd.		WR	WR		14,221		18.6	%
R.V.I. Guaranty Co. Ltd.		WR	BBB		4,132		5.4	%
Syncora Guarantee Inc.		Ca	R		4,127		5.4	%
Swiss Reinsurance Company		A1	A+		3,985		5.2	%
Mitsui Sumitomo Insurance Co. Ltd.		Aa3	AA		2,508		3.3	%
Other		Various	Various		2,733		3.7	%
	Total			$	76,271		100.0	%

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies. The super senior category, which is not generally used by rating agencies, is used by the Company in instances where Assured Guaranty's AAA-rated exposure has additional credit enhancement due to either (1) the existence of another security rated AAA that is subordinated to Assured Guaranty's exposure or (2) Assured Guaranty's exposure benefits from a different form of credit enhancement that would pay any claims first in the event that any of the exposures incurs a loss, and such credit enhancement, in management's opinion, causes Assured Guaranty's attachment point to be materially above the AAA attachment point.

17

Assured Guaranty Ltd.
Financial Guaranty Profile (3 of 3)
(dollars in millions)

Geographic Distribution of Financial Guaranty Portfolio as of March 31, 2010

			Net Par Outstanding		% of Total
U.S.:
Public Finance:
	California		$	61,420		9.6	%
	New York			35,600		5.6	%
	Texas			31,573		4.9	%
	Pennsylvania			29,146		4.6	%
	Florida			26,431		4.1	%
	Illinois			26,111		4.1	%
	New Jersey			18,446		2.9	%
	Michigan			17,256		2.7	%
	Massachusetts			13,381		2.1	%
	Washington			13,096		2.0	%
	Other states			157,652		24.6	%
		Total Public Finance		430,112		67.2	%
Structured finance (multiple states)				133,544		20.9	%
		Total U.S.		563,656		88.1	%
Non-U.S.:
	United Kingdom			29,336		4.6	%
	Australia			8,776		1.4	%
	Canada			4,974		0.8	%
	France			2,569		0.4	%
	Italy			2,394		0.5	%
	Other			27,760		4.2	%
		Total non-U.S.		75,809		11.9	%
Total net par outstanding			$	639,465		100.0	%

18

Assured Guaranty Ltd.
Direct Pooled Corporate Obligations Profile
(dollars in millions)

Distribution of Financial Guaranty Direct Pooled Corporate Obligations by Ratings as of March 31, 2010

		Net Par Outstanding		% of Total			Avg. Initial Credit Enhancement(2)			Avg. Current Enhancement(2)
Ratings(1):
Super Senior		$	26,271		27.8	%		31.0	%		28.8	%
AAA			45,282		47.8	%		28.1	%		26.8	%
AA			13,323		14.1	%		33.8	%		29.3	%
A			2,949		3.1	%		30.6	%		24.3	%
BBB			4,460		4.7	%		40.0	%		28.4	%
BIG			2,352		2.5	%		43.9	%		24.1	%
	Total exposures	$	94,637		100.0	%		30.7	%		27.7	%

Distribution of Financial Guaranty Direct Pooled Corporate Obligations by Asset Class as of March 31, 2010

	Net Par Outstanding		% of Total			Avg. Initial Credit Enhancement(2)			Avg. Current Enhancement(2)			Avg. Rating(1)
Asset class:
CLOs/CBOs	$	56,103		59.3	%		30.5	%		27.7	%	AAA
Synthetic investment grade pooled corporate		14,365		15.2	%		19.2	%		17.7	%	AAA
Synthetic high yield pooled corporate		10,236		10.8	%		37.2	%		32.1	%	AAA
Market Value CDOs(4) of corporate		5,979		6.3	%		31.0	%		37.9	%	AAA
Trust Preferred—banks and insurance		3,683		3.9	%		46.9	%		33.9	%	BBB
Trust Preferred—US Mortgage and REITs(3)		2,381		2.5	%		50.0	%		38.0	%	BB
Trust Preferred—European Mortgage and REITs		968		1.0	%		36.8	%		31.7	%	BBB-
Other Pooled Corporate		922		1.0	%		24.4	%		24.8	%	A-
	$	94,637		100.0	%		30.7	%		27.7	%	AAA

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies. The super senior category, which is not generally used by rating agencies, is used by the Company in instances where Assured Guaranty's AAA-rated exposure has additional credit enhancement due to either (1) the existence of another security rated AAA that is subordinated to Assured Guaranty's exposure or (2) Assured Guaranty's exposure benefits from a different form of credit enhancement that would pay any claims first in the event that any of the exposures incurs a loss, and such credit enhancement, in management's opinion, causes Assured Guaranty's attachment point to be materially above the AAA attachment point.

(2)

"Average Credit Enhancement" is intended to provide a measure of the amount of equity and/or subordinated tranches that are junior in the capital structure to Assured Guaranty's exposure, expressed as a percentage of the total transaction size, and reflects any reduction of that credit support resulting from defaults or other factors. For transactions where excess spread may be available to absorb certain losses, the amounts shown above do not include any benefit from excess spread. The calculation methodologies differ for the various asset classes to reflect differences in transaction structures in order to provide a measure that management believes is comparable across asset classes. Data is obtained from third-party sources such as trustee reports and may be subject to misstatement or correction.

(3)

REITs are real estate investment trusts.

(4)

CDOs are collateralized debt obligations.

19

Assured Guaranty Ltd.
Consolidated U.S. Residential Mortgage-Backed Securities ("RMBS") Profile
(dollars in millions)

Distribution of U.S. RMBS by Rating(1) and by Segment as of March 31, 2010

	Direct Net Par Outstanding		%			Reinsurance Net Par Outstanding		%			Total Net Par Outstanding		%
Ratings(1):
Super senior	$	—		0.0	%	$	—		0.0	%	$	—		0.0	%
AAA		3,379		12.1	%		16		3.8	%		3,395		12.0	%
AA		2,228		8.0	%		45		10.8	%		2,273		8.0	%
A		2,089		7.5	%		61		14.7	%		2,150		7.6	%
BBB		2,838		10.2	%		64		15.5	%		2,902		10.3	%
BIG		17,342		62.2	%		228		55.2	%		17,570		62.1	%
	$	27,876		100.0	%	$	414		100.0	%	$	28,290		100.0	%

Distribution of U.S. RMBS by Rating(1) and Type of Exposure as of March 31, 2010

		Prime First Lien(2)		Closed End Seconds ("CES")		HELOC(3)		Alt-A First Lien		Alt-A Option ARMs		Subprime First Lien		NIMs(4)		Total Net Par Outstanding
Year insured:
Super senior		$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
AAA			164		0		464		111		155		2,500		—		3,395
AA			31		41		516		266		31		1,388		—		2,273
A			24		2		230		109		146		1,640		—		2,150
BBB			85		—		178		1,286		86		1,238		31		2,902
BIG			643		1,214		4,252		5,173		3,342		2,777		167		17,570
	Total exposures	$	948	$	1,258	$	5,639	$	6,945	$	3,759	$	9,543	$	197	$	28,290

Distribution of U.S. RMBS by Year Insured and Type of Exposure as of March 31, 2010

		Prime First Lien		CES		HELOC		Alt-A First Lien		Alt-A Option ARMs		Subprime First Lien		NIMs		Total Net Par Outstanding
Year insured:
2004 and prior		$	69	$	2	$	414	$	152	$	58	$	1,713	$	—	$	2,408
2005			186		—		1,221		750		177		448		13		2,795
2006			152		466		1,814		544		999		4,168		87		8,230
2007			541		789		2,191		3,318		2,400		3,124		98		12,461
2008			—		—		—		2,181		125		91		—		2,397
	Total exposures	$	948	$	1,258	$	5,639	$	6,945	$	3,759	$	9,543	$	197	$	28,290

Distribution of U.S. RMBS by Rating(1) and Year Insured as of March 31, 2010

	Super Senior			AAA Rated			AA Rated			A Rated			BBB Rated			BIG Rated			Total
Year insured:
2004 and prior	$	—		$	1,521		$	91		$	138		$	224		$	434		$	2,408
2005		—			244			118			100			527			1,807			2,795
2006		—			1,316			1,100			1,767			430			3,617			8,230
2007		—			315			753			21			778			10,595			12,461
2008		—			—			212			125			943			1,117			2,397
	$	—		$	3,395		$	2,273		$	2,150		$	2,902		$	17,570		$	28,290
% of total		0.0	%		12.0	%		8.0	%		7.6	%		10.3	%		62.1	%		100.0	%

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

(2)

Includes primarily Prime First Lien plus an insignificant amount of other miscellaneous MBS transactions.

(3)

Home equity line of credit ("HELOC") securitizations.

(4)

NIMs are net interest margin securities.

Assured Guaranty has not insured any U.S. RMBS transactions since June 2008.

20

Assured Guaranty Ltd.
Financial Guaranty Direct U.S. RMBS Profile (1 of 5)
(dollars in millions)

Distribution of Financial Guaranty Direct U.S. RMBS by Rating(1) and Type of Exposure as of March 31, 2010

	Prime First Lien(2)		Closed End Seconds		HELOC		Alt-A First Lien		Alt-A Option ARMs		Subprime First Lien		NIMs		Total Net Par Outstanding
Ratings(1):
Super senior	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
AAA		156		—		464		107		155		2,497		—		3,379
AA		2		41		510		263		31		1,380		—		2,228
A		1		—		222		100		145		1,621		—		2,089
BBB		84		—		138		1,273		85		1,228		31		2,838
BIG		640		1,202		4,119		5,164		3,325		2,726		167		17,342
Total exposures	$	883	$	1,243	$	5,454	$	6,906	$	3,740	$	9,453	$	197	$	27,876

Distribution of Financial Guaranty Direct U.S. RMBS by Year Insured as of March 31, 2010

	Prime First Lien		Closed End Seconds		HELOC		Alt-A First Lien		Alt-A Option ARMs		Subprime First Lien		NIMs		Total Net Par Outstanding
Year insured:
2004 and prior	$	7	$	—	$	321	$	116	$	57	$	1,638	$	—	$	2,140
2005		183		—		1,161		748		167		447		13		2,717
2006		152		454		1,781		544		991		4,160		87		8,170
2007		541		789		2,191		3,318		2,400		3,124		98		12,461
2008		—		—		—		2,181		125		83		—		2,389
	$	883	$	1,243	$	5,454	$	6,906	$	3,740	$	9,453	$	197	$	27,876

Distribution of Financial Guaranty Direct U.S. RMBS Net Par Outstanding by Rating(1) and Year Insured as of March 31, 2010

	Super Senior			AAA Rated			AA Rated			A Rated			BBB Rated			BIG Rated			Total
Year insured:
2004 and prior	$	—		$	1,505		$	46		$	76		$	162		$	350		$	2,140
2005		—			244			118			100			524			1,731			2,717
2006		—			1,316			1,100			1,767			430			3,557			8,170
2007		—			315			753			21			778			10,595			12,461
2008		—			—			212			125			943			1,109			2,389
	$	—		$	3,379		$	2,228		$	2,089		$	2,838		$	17,342		$	27,876
% of total		0.0	%		12.1	%		8.0	%		7.5	%		10.2	%		62.2	%		100.0	%

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

(2)

Includes primarily Prime First Lien plus an insignificant amount of other miscellaneous MBS transactions.

21

Assured Guaranty Ltd.
Financial Guaranty Direct U.S. RMBS Profile (2 of 5)
(dollars in millions)

Distribution of Financial Guaranty Direct U.S. Mortgage-Backed Securities Insured January 1, 2005 or Later by Exposure Type, Average Pool Factor, Subordination, Cumulative Losses and 60+ Day Delinquencies as of March 31, 2010(1)

U.S. Prime First Lien(2)

	Net Par Outstanding		Pool Factor(3)			Subordination(4)			Cumulative Losses(5)			60+ Day Delinquencies(6)			Number of Transactions
Year insured:
2005	$	183		60.3	%		5.2	%		0.6	%		7.3	%		6
2006		152		69.4	%		7.8	%		0.0	%		12.0	%		1
2007		541		72.9	%		10.5	%		1.7	%		11.9	%		1
2008		—		—			—			—			—			—
	$	876		69.7	%		8.9	%		1.2	%		10.9	%		8

U.S. CES

	Net Par Outstanding		Pool Factor			Subordination(7)		Cumulative Losses			60+ Day Delinquencies			Number of Transactions
Year insured:
2005	$	—		—			—		—			—			—
2006		454		25.4	%		—		52.1	%		17.0	%		2
2007		789		32.2	%		—		55.7	%		14.5	%		10
2008		—		—			—		—			—			—
	$	1,243		29.7	%		—		54.3	%		15.5	%		12

U.S. HELOC

	Net Par Outstanding		Pool Factor			Subordination			Cumulative Losses			60+ Day Delinquencies			Number of Transactions
Year insured:
2005	$	1,161		23.9	%		2.2	%		11.6	%		12.8	%		6
2006		1,781		41.7	%		2.0	%		23.2	%		16.6	%		7
2007		2,191		54.9	%		3.5	%		22.5	%		8.5	%		9
2008		—		—			—			—			—			—
	$	5,132		43.3	%		2.7	%		20.3	%		12.3	%		22

U.S. Alt-A First Lien

	Net Par Outstanding		Pool Factor			Subordination			Cumulative Losses			60+ Day Delinquencies			Number of Transactions
Year insured:
2005	$	748		46.0	%		12.8	%		3.7	%		19.8	%		21
2006		544		55.0	%		2.2	%		9.9	%		40.3	%		7
2007		3,318		67.7	%		10.2	%		6.1	%		35.9	%		12
2008		2,181		62.8	%		28.5	%		6.5	%		30.9	%		5
	$	6,790		62.7	%		15.7	%		6.3	%		32.9	%		45

(1)

For this release, net par outstanding is based on values as of March 2010. All performance information such as pool factor, subordination, cumulative losses and delinquency is based on March 31, 2010 information obtained from Intex, Bloomberg, and/or provided by the trustee and may be subject to restatement or correction.

(2)

Includes primarily Prime First Lien plus an insignificant amount of other miscellaneous MBS transactions.

(3)

Pool factor is the percentage of the current collateral balance divided by the original collateral balance of the transactions at inception.

(4)

Represents the sum of subordinate tranches and over-collateralization, expressed as a percentage of total transaction size and does not include any benefit from excess interest collections that may be used to absorb losses.

(5)

Cumulative losses are defined as net charge-offs on the underlying loan collateral divided by the original pool balance.

(6)

60+ day delinquencies are defined as loans that are greater than 60 days delinquent and all loans that are in foreclosure, bankruptcy or real estate owned ("REO") divided by net par outstanding.

(7)

Many of the CES transactions insured by the Company have unique structures whereby the collateral may be written down for losses without a corresponding write-down of the obligations insured by the Company. Many of these transactions are currently under-collateralized, with the principal amount of collateral being less than the principal amount of the obligation insured by the Company. The Company is not required to pay principal shortfalls until legal maturity (rather than making timely principal payments), and takes the under-collateralization into account when estimating expected losses for these transactions.

22

Assured Guaranty Ltd.
Financial Guaranty Direct U.S. RMBS Profile (3 of 5)
(dollars in millions)

Distribution of Financial Guaranty Direct U.S. Mortgage-Backed Securities Insured January 1, 2005 or Later by Exposure Type, Average Pool Factor, Subordination, Cumulative Losses and 60+ Day Delinquencies as of March 31, 2010(1)

U.S. Alt-A Option ARMs

	Net Par Outstanding		Pool Factor(2)			Subordination(3)			Cumulative Losses(4)			60+ Day Delinquencies(5)			Number of Transactions
Year insured:
2005	$	167		33.7	%		11.5	%		6.3	%		41.1	%		4
2006		991		62.4	%		7.9	%		7.8	%		52.2	%		7
2007		2,400		69.6	%		9.5	%		7.5	%		42.4	%		11
2008		125		69.8	%		49.5	%		5.2	%		35.6	%		1
	$	3,683		66.1	%		10.5	%		7.5	%		44.7	%		23

U.S. Subprime First Lien

	Net Par Outstanding		Pool Factor			Subordination			Cumulative Losses			60+ Day Delinquencies			Number of Transactions
Year insured:
2005	$	447		36.6	%		50.6	%		4.5	%		42.2	%		7
2006		4,160		27.8	%		60.7	%		11.8	%		45.4	%		4
2007		3,124		63.5	%		28.5	%		10.3	%		51.8	%		13
2008		83		74.8	%		34.8	%		4.5	%		33.7	%		1
	$	7,815		43.1	%		47.0	%		10.7	%		47.6	%		25

(1)

For this release, net par outstanding is based on values as of March 2010. All performance information such as pool factor, subordination, cumulative losses and delinquency is based on March 31, 2010 information obtained from Intex, Bloomberg, and/or provided by the trustee and may be subject to restatement or correction.

(2)

Pool factor is the percentage of the current collateral balance divided by the original collateral balance of the transactions at inception.

(3)

Represents the sum of subordinate tranches and over-collateralization, expressed as a percentage of total transaction size and does not include any benefit from excess interest collections that may be used to absorb losses.

(4)

Cumulative losses are defined as net charge-offs on the underlying loan collateral divided by the original pool balance.

(5)

60+ day delinquencies are defined as loans that are greater than 60 days delinquent and all loans that are in foreclosure, bankruptcy or REO divided by net par outstanding.

23

Assured Guaranty Ltd.
Financial Guaranty Direct U.S. RMBS Profile (4 of 5)
(dollars in millions)

Distribution of Financial Guaranty Direct U.S. Mortgage-Backed Securities Insured January 1, 2005 or Later by Exposure Type, Internal Rating(1), Average Pool Factor, Subordination, Cumulative Losses and 60+ Day Delinquencies as of March 31, 2010(2)

U.S. Prime First Lien(3)

	Net Par Outstanding		Pool Factor(4)			Subordination(5)			Cumulative Losses(6)			60+ Day Delinquencies(7)			Number of Transactions
Rating:
Super senior	$	—		—			—			—			—			—
AAA		152		69.4	%		7.8	%		0.0	%		12.0	%		1
AA		—		—			—			—			—			—
A		—		—			—			—			—			—
BBB		84		59.7	%		3.8	%		0.3	%		4.3	%		3
BIG		640		71.0	%		9.9	%		1.6	%		11.6	%		4
	$	876		69.7	%		8.9	%		1.2	%		10.9	%		8

U.S. CES

	Net Par Outstanding		Pool Factor			Subordination(8)		Cumulative Losses			60+ Day Delinquencies			Number of Transactions
Rating:
Super senior	$	—		—			—		—			—			—
AAA		—		—			—		—			—			—
AA		41		65.0	%		—		7.8	%		3.2	%		1
A		—		—			—		—			—			—
BBB		—		—			—		—			—			—
BIG		1,202		28.5	%		—		55.9	%		15.9	%		11
	$	1,243		29.7	%		—		54.3	%		15.5	%		12

U.S. HELOC

	Net Par Outstanding		Pool Factor			Subordination			Cumulative Losses			60+ Day Delinquencies			Number of Transactions
Rating:
Super senior	$	—		—			—			—			—			—
AAA		431		76.1	%		7.9	%		0.5	%		1.1	%		3
AA		510		69.6	%		10.6	%		7.1	%		3.8	%		2
A		222		65.2	%		—			5.9	%		3.3	%		1
BBB		138		28.2	%		16.1	%		7.5	%		12.1	%		1
BIG		3,831		35.4	%		0.7	%		25.6	%		15.2	%		15
	$	5,132		43.3	%		2.7	%		20.3	%		12.3	%		22

U.S. Alt-A First Lien

	Net Par Outstanding		Pool Factor			Subordination			Cumulative Losses			60+ Day Delinquencies			Number of Transactions
Rating:
Super senior	$	—		—			—			—			—			—
AAA		20		16.1	%		45.5	%		5.8	%		22.7	%		2
AA		251		61.0	%		47.3	%		9.0	%		36.5	%		2
A		100		36.2	%		27.6	%		3.9	%		24.7	%		1
BBB		1,256		59.5	%		21.6	%		5.1	%		26.8	%		6
BIG		5,164		64.3	%		12.4	%		6.5	%		34.4	%		34
	$	6,790		62.7	%		15.7	%		6.3	%		32.9	%		45

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

(2)

For this release, net par outstanding is based on values as of March 2010. All performance information such as pool factor, subordination, cumulative losses and delinquency is based on March 31, 2010 information obtained from Intex, Bloomberg, and/or provided by the trustee and may be subject to restatement or correction.

(3)

Includes primarily Prime First Lien plus an insignificant amount of other miscellaneous MBS transactions

(4)

Pool factor is the percentage of the current collateral balance divided by the original collateral balance of the transactions at inception.

(5)

Represents the sum of subordinate tranches and over-collateralization, expressed as a percentage of total transaction size and does not include any benefit from excess interest collections that may be used to absorb losses.

(6)

Cumulative losses are defined as net charge-offs on the underlying loan collateral divided by the original pool balance.

(7)

60+ day delinquencies are defined as loans that are greater than 60 days delinquent and all loans that are in foreclosure, bankruptcy or REO divided by net par outstanding.

(8)

Many of the CES transactions insured by the Company have unique structures whereby the collateral may be written down for losses without a corresponding write-down of the obligations insured by the Company. Many of these transactions are currently under-collateralized, with the principal amount of collateral being less than the principal amount of the obligation insured by the Company. The Company is not required to pay principal shortfalls until legal maturity (rather than making timely principal payments), and takes the under-collateralization into account when estimating expected losses for these transactions.

24

Assured Guaranty Ltd.
Financial Guaranty Direct U.S. RMBS Profile (5 of 5)
(dollars in millions)

Distribution of Financial Guaranty Direct U.S. Mortgage-Backed Securities Insured January 1, 2005 or Later by Exposure Type, Internal Rating(1), Average Pool Factor, Subordination, Cumulative Losses and 60+ Day Delinquencies as of March 31, 2010(2)

U.S. Alt-A Option ARMs

	Net Par Outstanding		Pool Factor(3)			Subordination(4)			Cumulative Losses(5)			60+ Day Delinquencies(6)			Number of Transactions
Rating:
Super senior	$	—		—			—			—			—			—
AAA		155		66.5	%		3.6	%		9.1	%		53.5	%		1
AA		—		—			—			—			—			—
A		133		68.4	%		47.9	%		5.2	%		35.7	%		2
BBB		70		41.3	%		21.6	%		3.4	%		26.5	%		2
BIG		3,325		66.5	%		9.1	%		7.5	%		45.1	%		18
	$	3,683		66.1	%		10.5	%		7.5	%		44.7	%		23

U.S. Subprime First Lien

	Net Par Outstanding		Pool Factor			Subordination			Cumulative Losses			60+ Day Delinquencies			Number of Transactions
Rating:
Super senior	$	—		—			—			—			—			—
AAA		1,116		26.8	%		63.1	%		11.1	%		46.3	%		5
AA		1,380		30.1	%		57.3	%		10.8	%		43.5	%		2
A		1,557		27.5	%		61.3	%		12.2	%		45.6	%		1
BBB		1,097		42.8	%		41.8	%		9.6	%		42.1	%		7
BIG		2,664		65.9	%		28.6	%		10.1	%		53.9	%		10
	$	7,815		43.1	%		47.0	%		10.7	%		47.6	%		25

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

(2)

For this release, net par outstanding is based on values as of March 2010. All performance information such as pool factor, subordination, cumulative losses and delinquency is based on March 31, 2010 information obtained from Intex, Bloomberg, and/or provided by the trustee and may be subject to restatement or correction.

(3)

Pool factor is the percentage of the current collateral balance divided by the original collateral balance of the transactions at inception.

(4)

Represents the sum of subordinate tranches and over-collateralization, expressed as a percentage of total transaction size and does not include any benefit from excess interest collections that may be used to absorb losses.

(5)

Cumulative losses are defined as net charge-offs on the underlying loan collateral divided by the original pool balance.

(6)

60+ day delinquencies are defined as loans that are greater than 60 days delinquent and all loans that are in foreclosure, bankruptcy or REO divided by net par outstanding.

25

Assured Guaranty Ltd.
Financial Guaranty Direct U.S. Commercial Real Estate Profile
(dollars in millions)

Distribution of Financial Guaranty Direct U.S. Mortgage-Backed Securities Insured January 1, 2005 or Later by Exposure Type, Internal Rating(1), Average Pool Factor, Subordination, Cumulative Losses and 60+ Day Delinquencies as of March 31, 2010(2)

U.S. Commercial Mortgage-Backed Securities ("CMBS")

	Net Par Outstanding		Pool Factor(3)			Subordination(4)			Cumulative Losses(5)			60+ Day Delinquencies(6)			Number of Transactions
Rating:
Super senior	$	4,185		92.8	%		32.8	%		0.2	%		5.3	%		185
AAA		246		86.7	%		27.0	%		0.2	%		8.5	%		7
AA		950		93.5	%		18.4	%		0.2	%		5.5	%		39
A		258		71.4	%		10.3	%		0.8	%		7.3	%		1
BBB		—		—			—			—			—			—
BIG		—		—			—			—			—			—
	$	5,639		91.6	%		29.1	%		0.2	%		5.6	%		232

Collaterallized Debt Obligations ("CDOs") of U.S. Commercial Real Estate and CMBS(7)

	Net Par Outstanding		% of Total			Avg. Initial Credit Enhancement(8)			Avg. Current Enhancement(8)
CDOs of Commercial Real Estate	$	729		55.4	%		49.3	%		46.4	%
CDOs of CMBS(9)		586		44.6	%		29.2	%		44.0	%
	$	1,315		100.0	%		40.4	%		45.4	%

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies. The super senior category, which is not generally used by rating agencies, is used by the Company in instances where Assured Guaranty's AAA-rated exposure has additional credit enhancement due to either (1) the existence of another security rated AAA that is subordinated to Assured Guaranty's exposure or (2) Assured Guaranty's exposure benefits from a different form of credit enhancement that would pay any claims first in the event that any of the exposures incurs a loss, and such credit enhancement, in management's opinion, causes Assured Guaranty's attachment point to be materially above the AAA attachment point.

(2)

For this release, net par outstanding is based on values as of March 31, 2010. All performance information such as pool factor, subordination, cumulative losses and delinquency is based on March 31, 2010 information obtained from Intex, Bloomberg, and/or provided by the trustee and may be subject to restatement or correction.

(3)

Pool factor is the percentage of the current collateral balance divided by the original collateral balance of the transactions at inception.

(4)

Represents the sum of subordinate tranches and over-collateralization, expressed as a percentage of total transaction size and does not include any benefit from excess interest collections that may be used to absorb losses.

(5)

Cumulative losses are defined as net charge-offs on the underlying loan collateral divided by the original pool balance.

(6)

60+ day delinquencies are defined as loans that are greater than 60 days delinquent and all loans that are in foreclosure, bankruptcy or REO divided by net par outstanding.

(7)

Represents other U.S. Commercial Real Estate not included in the table above.

(8)

"Average Credit Enhancement" is intended to provide a measure of the amount of equity and/or subordinated tranches that are junior in the capital structure to Assured's exposure, expressed as a percentage of the total transaction size, and reflects any reduction of that credit support resulting from defaults or other factors. For transactions where excess spread may be available to absorb certain losses, the amounts shown above do not include any benefit from excess spread. The calculation methodologies differ for the various asset classes to reflect differences in transaction structures in order to provide a measure that management believes is comparable across asset classes. Data is obtained from third-party sources such as trustee reports and may be subject to misstatement or correction.

(9)

Relates to vintages 2003 and prior.

26

Assured Guaranty Ltd.
Direct Consumer Receivables Profile
(dollars in millions)

Distribution of Direct U.S. Consumer Receivables by Rating(1) as of March 31, 2010

	Credit Cards			Student Loans			Manufactured Housing			Auto			Total Net Par Outstanding
Rating:
Super senior	$	1,100		$	—		$	—		$	—		$	1,100
AAA		—			1,261			89			36			1,386
AA		—			—			49			—			49
A		—			—			—			1,930			1,930
BBB		89			—			—			1,279			1,368
BIG		—			—			176			—			176
	$	1,189		$	1,261		$	314		$	3,245		$	6,009
Average rating(1)		AAA			AAA			A			A			A+
Avg. initial credit enhancement(2)		51.2	%		7.2	%		27.6	%		12.2	%		19.7	%
Avg. current enhancement(2)		52.5	%		8.4	%		26.4	%		27.1	%		28.2	%

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies. The super senior category, which is not generally used by rating agencies, is used by the Company in instances where Assured Guaranty's AAA-rated exposure has additional credit enhancement due to either (1) the existence of another security rated AAA that is subordinated to Assured Guaranty's exposure or (2) Assured Guaranty's exposure benefits from a different form of credit enhancement that would pay any claims first in the event that any of the exposures incurs a loss, and such credit enhancement, in management's opinion, causes Assured Guaranty's attachment point to be materially above the AAA attachment point.

(2)

"Average Credit Enhancement" is intended to provide a measure of the amount of equity and/or subordinated tranches that are junior in the capital structure to Assured Guaranty's exposure, expressed as a percentage of the total transaction size, and reflects any reduction of that credit support resulting from defaults or other factors. For transactions where excess spread may be available to absorb certain losses, the amounts shown above do not include any benefit from excess spread. The calculation methodologies differ for the various asset classes to reflect differences in transaction structures in order to provide a measure that management believes is comparable across asset classes. Data is obtained from third-party sources such as trustee reports and may be subject to misstatement or correction.

27

Assured Guaranty Ltd.
Financial Guaranty Direct Credit Derivative Net Par Outstanding Profile
(dollars in millions)

Distribution of Financial Guaranty Direct Credit Derivative Net Par Outstanding by Rating(1)

		March 31, 2010
		Net Par Outstanding		% of Total
Ratings(2):
Super senior		$	32,923		28.1	%
AAA			46,531		39.7	%
AA			13,875		11.8	%
A			8,189		7.0	%
BBB			7,860		6.7	%
BIG			7,949		6.7	%
	Total direct credit derivative net par outstanding	$	117,327		100.0	%

Distribution of Financial Guaranty Direct Credit Derivative Net Par Outstanding by Sector and Average Rating

				March 31, 2010
				Net Par Outstanding		Average Rating(2)
Public Finance
	U.S. public finance			$	1,385	A-
	Non-U.S. public finance				8,245	A+
	Total public finance			$	9,630	A+
Structured Finance
	U.S. Structured Finance:
		Pooled corporate obligations		$	64,056	AAA
		Residential mortgage-backed and home equity			11,002	BBB-
		Commercial mortgage-backed securities			6,724	AAA
		Commercial receivables			734	BBB+
		Consumer receivables			545	AAA
		Structured credit			234	BB
		Insurance securitizations			169	A-
		Other structured finance			179	B+
			Total U.S. structured finance		83,643	AA+
	Non-U.S. Structured Finance:
		Pooled corporate obligations			20,408	AAA
		Residential mortgage-backed and home equity			2,940	AAA
		Commercial mortgage-backed securities			394	AAA
		Structured credit			170	BBB
		Commercial receivables			60	A
		Insurance securitizations			82	BB
			Total non-U.S. structured finance		24,054	AAA
Total structured finance				$	107,697	AA+
Total direct credit derivative net par outstanding				$	117,327	AA+

(1)

Include credit derivative accounted for at fair value and excludes $3.7 billion of credit derivatives not at fair value.

(2)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies. The super senior category, which is not generally used by rating agencies, is used by the Company in instances where Assured Guaranty's AAA-rated exposure has additional credit enhancement due to either (1) the existence of another security rated AAA that is subordinated to Assured Guaranty's exposure or (2) Assured Guaranty's exposure benefits from a different form of credit enhancement that would pay any claims first in the event that any of the exposures incurs a loss, and such credit enhancement, in management's opinion, causes Assured Guaranty's attachment point to be materially above the AAA attachment point.

Please refer to Glossary for description of selected types of U.S. public finance, non-U.S. public finance, U.S. structured finance and non-U.S. structured finance obligations that the Company insures and reinsures.

28

Assured Guaranty Ltd.
Below Investment Grade Exposures (1 of 4)
As of March 31, 2010
(in millions)

BIG Exposures by Asset Exposure Type

			Net Par Outstanding		Internal Rating(1)
U.S. Public Finance:
	Municipal utilities		$	691	C-
	General obligation			796	BB
	Healthcare			431	BB-
	Tax backed			347	BB
	Transportation			162	BB
	Infrastructure finance			26	C
	Higher education			22	BB
	Housing			8	CCC+
	Other public finance			515	B
		Total U.S. public finance		2,998	B-
Non-U.S. Public Finance:
	Infrastructure finance			645	BB-
		Total non-U.S. public finance		645	BB-
Total public finance			$	3,643	B
U.S. Structured Finance:
	Residential mortgage-backed and home equity		$	17,570	B-
	Pooled corporate obligations			2,279	B
	Consumer receivables			488	B
	Structured credit			234	BB
	Commercial receivables			118	BB
	Other structured finance			176	B
		Total U.S. structured finance		20,865	B-
Non-U.S. Structured Finance:
	Insurance securitizations			923	CCC-
	Pooled corporate obligations			80	CCC
	Commercial receivables			22	B+
	Residential mortgage-backed and home equity			5	BB
		Total non-U.S. structured finance		1,030	CCC-
Total structured finance			$	21,895	B-
Total BIG net par outstanding			$	25,538	B-

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

Please refer to Glossary for description of selected types of U.S. public finance, non-U.S. public finance, U.S. structured finance and non-U.S. structured finance obligations that the Company insures and reinsures.

29

Assured Guaranty Ltd.
Below Investment Grade Exposures (2 of 4)
As of March 31, 2010
(dollars in millions)

Public Finance BIG Exposures Greater Than $50 Million as of March 31, 2010

Name or Description			Net Par Outstanding		Internal Rating(1)
U.S. Public Finance:
	Jefferson County Alabama Sewer		$	583	D
	Detroit (City of) Michigan			454	BB
	Jefferson County Alabama School Limited Obligation Sales Tax			177	BB
	Detroit (City of) Michigan School District			176	BB
	San Joaquin Hills Transportation California			162	BB
	St. Barnabas Health System—New Jersey			155	BB
	Guaranteed Student Loan transaction			136	CCC
	Mashantucket Pequot Tribe—Connecticut			130	B
	Harrisburg (City of) Pennsylvania			106	B
	Guaranteed Student Loan transaction			91	BB
	Orange County Florida Tourist Development (3rd Lien)			86	BB
	Xenia Rural Water District, Iowa			83	BB
	DeKalb County Medical Center—Georgia			78	BB
	Guaranteed Student Loan transaction			76	BB
	Guaranteed Student Loan transaction			59	BB
		Total	$	2,552
Non-U.S. Public Finance:
	Aeroporti Di Roma (ADR) Romulus Finance S.R.L. (Rome Airport)		$	290	BB
	Cross City Tunnel Motorway Finance Limited			265	BB
		Total	$	555
Total			$	3,107

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

30

Assured Guaranty Ltd.
Below Investment Grade Exposures (3 of 4)
As of March 31, 2010
(dollars in millions)

Structured Finance BIG Exposures Greater Than $50 Million as of March 31, 2010

Name or Description			Net Par Outstanding		Internal Rating(1)	Current Credit Enhancement			60+ Day Delinquencies(2)
U.S. Structured Finance:
U.S. RMBS:
	Deutsche ALT-A Securities Mortgage Loan 2007-2		$	891	CCC		5.6	%		32.7	%
	Countrywide HELOC 2006-I			652	CCC		0.0	%		11.6	%
	MABS 2007-NCW			638	BB		34.6	%		68.4	%
	Countrywide HELOC 2006-F			585	CCC		0.4	%		29.9	%
	Private Residential Mortgage Transaction			577	BB		23.5	%		28.8	%
	MASTR 2007-3 (NEGAM) G1A			570	CCC		7.9	%		58.0	%
	Mortgage IT Securities Corp. Mortgage Loan 2007-2			541	B		10.5	%		11.9	%
	Private Residential Mortgage Transaction			532	B		25.2	%		28.3	%
	Private Residential Mortgage Transaction			491	B		26.9	%		28.9	%
	Deutsche ALT-A Securities Mortgage Loan 2007-3			451	B		11.0	%		28.4	%
	CWALT Alternative Loan Trust 2007-HY9			411	CCC		7.6	%		47.4	%
	Private Residential Mortgage Transaction			402	B		19.0	%		35.9	%
	Option One 2007-FXD2			401	B		19.3	%		33.3	%
	Countrywide Home Equity Loan Trust 2007-D			392	CCC		0.0	%		10.9	%
	Nomura Asset Acceptance Corp. 2007-1			390	CCC		3.6	%		47.4	%
	Countrywide Home Equity Loan Trust 2005-J CL 1-A			384	CCC		0.0	%		15.9	%
	AAA Trust 2007-2			351	B		38.4	%		53.5	%
	HarborView 2006-12 (NEGAM)			348	BB		11.7	%		56.7	%
	Countrywide HELOC 2005-D			343	CCC		0.0	%		13.6	%
	Countrywide HELOC 2007-A			332	CCC		0.0	%		11.9	%
	MARM 2007-1 (FKA MASTR 2007-OA1 NEG			325	CCC		1.9	%		36.0	%
	Countrywide HELOC 2007-B			300	CCC		0.0	%		10.0	%
	Countrywide 2007-13			288	BB		31.4	%		59.3	%
	GMACM 2004-HE3			283	B		0.0	%		3.1	%
	Terwin Mortgage Trust 2006-12SL			254	CCC		0.0	%		18.9	%
	IndyMac 2007-H1 HELOC			246	CCC		0.0	%		11.9	%
	CWABS 2007-4 (CLASS A-4W)			222	BB		22.2	%		42.6	%
	Terwin Mortgage Trust 2007-1SL			209	CCC		0.0	%		12.3	%
	Soundview 2007-WMC1			207	CCC		14.0	%		72.4	%
	Terwin Mortgage Trust 2006-10SL			200	CCC		0.0	%		14.7	%
	HarborView 2006-1 (NEGAM)			197	CCC		7.8	%		59.8	%
	HarborView 2007-1 (NEGAM)			196	BB		14.7	%		55.9	%
	CWALT Alternative Loan Trust 2007-OA10			171	CCC		9.3	%		54.7	%
	Countrywide HELOC 2005-C			164	B		0.0	%		11.2	%
	HarborView 2006-10 (NEGAM)			160	CCC		3.0	%		38.2	%
	CSAB 2006-3			153	CCC		0.0	%		44.8	%
	Flagstar HELOC 2006-2			151	CCC		19.5	%		15.8	%
	Renaissance (DELTA) 2007-3			148	B		27.1	%		40.5	%
	Lehman Excess Trust 2007-16N			130	B		10.8	%		37.2	%
	NAAC 2007-S2			129	CCC		0.0	%		16.8	%
	AHMA 2007-4 NEGAM			120	CCC		0.0	%		30.7	%
	ACE Home Equity Loan Trust 2007-SL3			120	BB		4.3	%		14.6	%
	IMSC 2007-HOA1 NEGAM A-1-2			119	CCC		0.0	%		30.5	%
	Taylor Bean & Whitaker 2007-2			113	CCC		2.2	%		41.3	%
	Countrywide ALTA 2005-22T			96	B		6.3	%		22.0	%
	CSAB 2006-2			92	CCC		4.6	%		39.7	%
	Deutsche ALT-B 2006-AB1			90	CCC		6.0	%		31.8	%
	Countrywide HELOC 2006-H			88	CCC		0.0	%		22.7	%
	Deutsche ALT-B 2006-AB4			81	CCC		0.0	%		38.9	%
	MASTR Asset Backed Securities Trust 2005-NC2 A4			80	B		21.2	%		49.5	%
	Terwin Mortgage Trust 2005-16HE			75	BB		15.7	%		27.6	%
	ACE 2006-GP1			74	CCC		0.0	%		11.9	%
	Terwin Mortgage Trust 2007-6ALT			71	CCC		0.0	%		79.6	%
	CSMC 2007-3			71	CCC		0.2	%		36.1	%
	GSAA 2005-12			66	BB		11.3	%		23.6	%
	ACE 2007-SL1			65	CCC		0.0	%		15.2	%
	CSAB Mortgage-Backed Trust 2007-1			63	CCC		1.1	%		34.0	%
	CWALT 2005-62 (NEGAM)			62	CCC		12.6	%		57.2	%
	ACE Home Equity Loan Trust 2007-SL2			61	CCC		0.0	%		14.3	%
	Terwin Mortgage Trust 2005-14HE			60	BB		14.7	%		25.6	%
	SACO I Trust 2005-GP1			57	CCC		0.0	%		8.5	%
	DSLA 2005-AR5 (NEGAM)			57	CCC		3.9	%		34.3	%
	Luminent 2006-2 (NEGAM)			53	CCC		8.6	%		57.1	%
	CSAB 2006-4			53	CCC		1.7	%		38.6	%
		Total U.S. RMBS	$	15,702

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

(2)

60+ day delinquencies are defined as loans that are greater than 60 days delinquent and all loans that are in foreclosure, bankruptcy or REO divided by net par outstanding.

31

Assured Guaranty Ltd.
Below Investment Grade Exposures (4 of 4)
As of March 31, 2010
(dollars in millions)

Structured Finance BIG Exposures Greater Than $50 Million as of March 31, 2010

Name or Description				Net Par Outstanding		Internal Rating(1)	Current Credit Enhancement
U.S. Structured Finance:
	Other:
	Taberna Preferred Funding IV, LTD. Class A-1			$	292	CCC		33.4	%
	Alesco Preferred Funding XVI, LTD.				259	B		6.7	%
	Taberna Preferred Funding II, LTD.				244	CCC		30.5	%
	Weinstein Film Securitization				234	BB		N/A
	Attentus CDO I Limited Class A-1				233	BB		32.3	%
	Alesco Preferred Funding XVII, LTD.				205	BB		17.0	%
	Taberma Preferred Funding III, LTD. Class A-1B				195	CCC		27.8	%
	Attentus CDO II Limited Class A-1				189	BB		32.2	%
	US Capital Funding IV, Ltd. Class A-1				160	B		15.1	%
	NRG Peaker				155	B		N/A
	National Collegiate Trust Series 2007-3				155	CCC		N/A
	Taberna Preferred Funding VI, Ltd. Class A-1				152	CCC		37.1	%
	National Collegiate Trust Series 2007-4				125	CCC		N/A
	Synthetic High Yield Pooled Corporate CDO				114	CCC		9.7	%
	Conseco Finance MH Series 2001-2				105	BB		17.6	%
	Taberna Preferred Funding III, LTD. Class A-1A				93	CCC		27.8	%
	Greenpoint 2000-4				77	BB		15.2	%
	Rental Car Finance Corp 2006-1				60	BB		N/A
	Rental Car Finance Corp 2007-1				50	BB		N/A
		Total Other		$	3,097
			Total	$	18,799
Non-U.S. Structured Finance:
	Ballantyne Re PLC Class A-2 Floating Rate Notes				500	CC		N/A
	Orkney Re II, PLC Series A-1 Floating Rate Notes				423	CCC		N/A
	Synthetic High Yield Pooled Corporate CDO				76	CCC		9.7	%
			Total	$	999
	Total			$	19,798

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

32

Assured Guaranty Ltd.
Largest Exposures by Sector (1 of 4)
As of March 31, 2010
(in millions)

50 Largest U.S. Public Finance Exposures

		Net Par Outstanding		Rating(1)
Credit Name:
New Jersey (State of)		$	4,765	AA-
California (State of)			3,621	A-
New York (State of)			3,499	AA
Massachusetts (Commonwealth of)			3,421	AA
New York (City of) New York			3,246	AA-
Chicago (City of) Illinois			2,618	AA-
Puerto Rico (Commonwealth of)			2,383	BBB-
Washington (State of)			2,368	A
Houston Texas Water and Sewer Authority			2,345	A+
Wisconsin (State of)			2,251	AA-
Illinois (State of)			2,228	BBB+
Port Authority of New York and New Jersey			2,214	AA-
Los Angeles Unified School District			2,082	AA
New York MTA Transportation Authority			2,057	A
Miami-Dade County Florida Aviation Authority—Miami International Airport			2,053	A+
Massachusetts (Commonwealth of) State Sales Tax			1,949	AA
Philadelphia (City of) Pennsylvania			1,948	BBB-
New York City Municipal Water Finance Authority			1,947	AA+
University of California Board of Regents			1,879	AA-
Long Island Power Authority			1,846	A-
Pennsylvania (Commonwealth of)			1,799	AA-
Michigan (State of)			1,757	A+
California (State of) Department of Water Resources			1,688	A-
Chicago Illinois Public Schools			1,670	A+
Illinois Toll Highway Authority			1,605	AA
Florida (State of)			1,552	AA+
Miami-Dade County School District			1,549	A-
Kentucky (Commonwealth of)			1,519	AA-
Los Angeles Department of Water & Power—Electric Revenue Bonds			1,493	AA-
Chicago-O'Hare International Airport			1,473	A
San Francisco Airports Commission			1,463	A
District of Columbia			1,456	A+
New York MTA Dedicated Tax			1,419	AA-
Hawaii (State of) Department of Hawaiian Home Lands			1,412	AA
Puerto Rico Highway & Transportation Authority			1,402	BBB
Massachusetts (Commonwealth of) Water Resources			1,401	AA
New Jersey Turnpike Authority			1,377	A
Atlanta Georgia Water & Sewer System			1,367	BBB+
Puerto Rico Electric Power Authority			1,332	A-
Broward County Florida School Board			1,287	AA-
Metro Washington Airport			1,279	AA-
Clark County Nevada School District			1,253	AA
Arizona (State of)			1,249	AA-
New York State Thruway Highway Trust Fund			1,246	AA-
Philadelphia Pennsylvania School District			1,219	A
Connecticut (State of)			1,216	AA+
Detroit Michigan Sewer			1,170	A+
Austin Texas Combined Utility System			1,137	AA-
California State University System Trustee			1,128	AA-
Houston (City of) Texas Airport System			1,077	A+
	Total top 50 U.S. public finance exposures	$	92,715

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

33

Assured Guaranty Ltd.
Largest Exposures by Sector (2 of 4)
As of March 31, 2010
(dollars in millions)

50 Largest U.S. Structured Finance Exposures

		Net Par Outstanding		Rating(1)	Credit Enhancement
Credit Name:
Fortress Credit Opportunities I, LP.		$	1,302	AA		28.6	%
Stone Tower Credit Funding			1,254	AAA		35.2	%
Synthetic Investment Grade Pooled Corporate CDO			1,157	AAA		13.3	%
Synthetic High Yield Pooled Corporate CDO			975	AA-		42.2	%
Deutsche ALT-A Securities Mortgage Loan 2007-2			891	CCC		5.6	%
Synthetic Investment Grade Pooled Corporate CDO			765	Super Senior		14.7	%
Synthetic Investment Grade Pooled Corporate CDO			754	Super Senior		24.2	%
Synthetic Investment Grade Pooled Corporate CDO			745	Super Senior		23.4	%
Mizuho II Synthetic CDO			738	A		30.7	%
Synthetic High Yield Pooled Corporate CDO			731	AA-		40.0	%
Synthetic High Yield Pooled Corporate CDO			725	AAA		25.0	%
Private Structured Credit Transaction			667	BBB+		N/A
280 Funding I—Class A-2			660	AAA		38.0	%
Synthetic Investment Grade Pooled Corporate CDO			653	AAA		17.7	%
Countrywide HELOC 2006-I			652	CCC		0.0	%
Citibank OMNI Trust 2007-A7			650	Super Senior		49.4	%
MABS 2007-NCW			638	BB		34.6	%
Anchorage Crossover Credit Finance LTD			600	AAA		29.1	%
ARES Enhanced Credit Opportunities Fund Class A1			595	AAA		42.9	%
Countrywide HELOC 2006-F			585	CCC		0.4	%
Applebees Enterprises LLC			584	BBB-		N/A
Private Residential Mortgage Transaction			577	BB		23.5	%
MASTR 2007-3 (NEGAM) G1A			570	CCC		7.9	%
Sandelman Finance 2006-1 Limited Class A-1-A			563	AA		38.2	%
Synthetic High Yield Pooled Corporate CDO			562	Super Senior		24.3	%
Mortgage IT Securities Corp. Mortgage Loan 2007-2			541	B		10.5	%
Private Residential Mortgage Transaction			532	B		25.2	%
Private Residential Mortgage Transaction			530	BBB-		24.5	%
Synthetic High Yield Pooled Corporate CDO			523	Super Senior		29.7	%
Synthetic High Yield Pooled Corporate CDO			523	Super Senior		24.5	%
Synthetic Investment Grade Pooled Corporate CDO			514	Super Senior		14.2	%
Eastland CLO, LTD			500	Super Senior		31.8	%
LIICA Holdings, LLC			495	AA		N/A
Synthetic High Yield Pooled Corporate CDO			494	AA		46.7	%
Private Residential Mortgage Transaction			491	B		26.9	%
Shenandoah Trust Capital I Term Securities			484	A+		N/A
Field Point IV, Limited Class A1			481	AA-		19.9	%
Denali CLO VII, LTD.			464	AAA		20.2	%
AmeriCredit 2007-B-F			460	A		19.3	%
Avenue CLO V			451	AAA		19.4	%
Deutsche ALT-A Securities Mortgage Loan 2007-3			451	B		11.0	%
SLM Private Credit Student Loan Trust 2007-A			450	AAA		10.9	%
Synthetic High Yield Pooled Corporate CDO			438	AAA		29.5	%
Synthetic Investment Grade Pooled Corporate CDO			433	AAA		11.3	%
Liberty CLO LTD Series Class A-1C			428	Super Senior		34.6	%
Synthetic Investment Grade Pooled Corporate CDO			428	Super Senior		12.7	%
Synthetic High Yield Pooled Corporate CDO			427	Super Senior		23.8	%
Synthetic High Yield Pooled Corporate CDO			422	AAA		34.0	%
Grayson CLO			421	Super Senior		23.2	%
CDX.NA.IG.4 5-YR 30-100%			420	Super Senior		29.4	%
	Total top 50 U.S. structured finance exposures	$	30,394

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies. The super senior category, which is not generally used by rating agencies, is used by the Company in instances where Assured Guaranty's AAA-rated exposure has additional credit enhancement due to either (1) the existence of another security rated AAA that is subordinated to Assured Guaranty's exposure or (2) Assured Guaranty's exposure benefits from a different form of credit enhancement that would pay any claims first in the event that any of the exposures incurs a loss, and such credit enhancement, in management's opinion, causes Assured Guaranty's attachment point to be materially above the AAA attachment point.

34

Assured Guaranty Ltd.
Largest Exposures by Sector (3 of 4)
As of March 31, 2010
(in millions)

25 Largest Non-U.S. Exposures

		Net Par Outstanding		Rating(1)
Credit Name:
Quebec Provence		$	2,423	A+
Sydney Airport Finance Company			1,569	BBB
Thames Water Utility Finance Plc			1,318	BBB+
Prime European RMBS			1,170	AAA
Fortress Credit Investments I Class A-1			936	AAA
Essential Public Infrastructure Capital III			864	Super Senior
Channel Link Enterprises Finance Plc			858	BBB
International AAA Sovereign Debt Synthetic CDO			821	AAA
Essential Public Infrastructure Capital II			797	Super Senior
Southern Gas Networks Plc			796	BBB
Reliance Rail Finance Pty. Limited			753	BBB+
Paragon Mortgages (No.13) Plc			752	AAA
Synthetic Investment Grade Pooled Corporate CDO			697	Super Senior
United Utilities Water Plc			668	A
Capital Hospitals (Issuer) plc			661	BBB-
International Infrastructure Pool			654	A-
International Infrastructure Pool			654	A-
International Infrastructure Pool			654	A-
Powercor Australia LLC			646	A-
Japan Expressway Holding and Debt Repayment Agency			586	AA
Artesian Finance II Plc (Southern)—Swap Policy			585	A-
Synthetic Investment Grade Pooled Corporate CDO			556	Super Senior
Campania Region—Healthcare receivable			551	A-
Taberna Europe CDO II Plc			550	BBB-
Global Senior Loan Index Fund 1 B.V.			526	Super Senior
	Total top 25 non-U.S. exposures	$	21,045

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies. The super senior category, which is not generally used by rating agencies, is used by the Company in instances where Assured Guaranty's AAA-rated exposure has additional credit enhancement due to either (1) the existence of another security rated AAA that is subordinated to Assured Guaranty's exposure or (2) Assured Guaranty's exposure benefits from a different form of credit enhancement that would pay any claims first in the event that any of the exposures incurs a loss, and such credit enhancement, in management's opinion, causes Assured Guaranty's attachment point to be materially above the AAA attachment point.

35

Assured Guaranty Ltd.
Largest Exposures by Sector (4 of 4)
As of March 31, 2010
(in millions)

10 Largest U.S. Residential Mortgage Servicers Exposures

		Net Par Outstanding
Servicer:
Bank of America N.A.		$	8,945
American Home Mortgage Acceptance, Inc.			2,960
GMAC Mortgage Corporation			2,608
Wells Fargo Bank NA			2,309
Ocwen Loan Servicing, LLC			1,196
JPMorgan Chase Bank			1,106
One West Bank Group LLC			1,016
Specialized Loan Servicing LLC			939
Select Portfolio Servicing, Inc.			506
First Tennessee Bank N.A.			458
	Total top 10 residential mortgage servicers exposures	$	22,043

10 Largest U.S. Healthcare Exposures

		Net Par Outstanding		Rating(1)	State
Credit Name:
CHRISTUS Health		$	491	A+	TX
Methodist Healthcare System			472	A	TN
MultiCare Health System			420	A+	WA
Virtua Health			370	A	NJ
Meridian Health System			357	A-	NJ
Covenant Health			344	A-	TN
Iowa Health System			334	A+	IA
Bon Secours Health System Obligated Group			314	A-	MD
Lehigh Valley Health Network			300	A+	PA
Asante Health System			298	A	OR
	Total top 10 U.S. healthcare exposures	$	3,700

(1)

Assured Guaranty's internal rating. Assured Guaranty's scale is comparable to that of the nationally recognized rating agencies.

36

Assured Guaranty Ltd.
Financial Guaranty and Credit Derivatives Surveillance Categories
(dollars in millions)

Net Par Outstanding by BIG Category(1)

				March 31, 2010		December 31, 2009
Description:
BIG:
Category 1
	U.S. public finance			$	1,479	$	1,761
	Non-U.S. public finance				582		600
	U.S. structured finance				4,070		4,275
	Non-U.S. structured finance				21		2
		Total Category 1			6,152		6,638
Category 2
	U.S. public finance				883		719
	Non-U.S. public finance				24		4
	U.S. structured finance				10,485		9,913
	Non-U.S. structured finance				10		3
		Total Category 2			11,402		10,639
Category 3
	U.S. public finance				636		647
	Non-U.S. public finance				39		40
	U.S. structured finance				6,310		6,202
	Non-U.S. structured finance				999		1,000
		Total Category 3			7,984		7,889
			BIG Total		25,538		25,166

(1)

Assured Guaranty's surveillance department is responsible for monitoring our portfolio of credits and maintains a list of below investment grade ("BIG") credits. The BIG credits are divided into three categories: BIG Category 1: BIG transactions showing sufficient deterioration to make material losses possible, but for which no losses have been incurred. Non-investment grade transactions on which liquidity claims have been paid are in this category. Intense monitoring and intervention is employed, with internal credit ratings reviewed quarterly. BIG Category 2: BIG transactions for which expected losses have been established but for which no unreimbursed claims have yet been paid. Intense monitoring and intervention is employed, with internal credit ratings reviewed quarterly. BIG Category 3: BIG transactions for which expected losses have been established and on which unreimbursed claims have been paid. Transactions remain in this category when claims have been paid and only a recoverable remains. Intense monitoring and intervention is employed, with internal credit ratings reviewed quarterly.

37

Assured Guaranty Ltd.
Loss and Loss Adjustment Expense ("LAE") Reserves by Segment/Type
(in millions)

		As of March 31, 2010
		Financial Guaranty Direct		Financial Guaranty Reinsurance		Total Financial Guaranty		Other		Total
Financial Guaranty segments insurance reserves by segment and type:
Gross loss and LAE reserves on financial guaranty contracts:
Case		$	250.0	$	106.3	$	356.3	$	1.0	$	357.3
Incurred but not reported ("IBNR") and portfolio			—		—		—		4.0		4.0
	Total gross loss and LAE reserves		250.0		106.3		356.3		5.0		361.3
Ceded loss and LAE reserves on financial guaranty contracts:
Case		$	15.0	$	—		15.0	$	0.9		15.9
IBNR and portfolio			—		—		—		2.0		2.0
	Total ceded loss and LAE reserves		15.0		—		15.0		2.9		17.9
Loss and LAE reserves on financial guaranty contracts net of ceded reinsurance:
Case		$	235.0	$	106.3		341.3	$	0.1		341.4
IBNR and portfolio			—		—		—		2.0		2.0
	Total net loss and LAE reserves	$	235.0	$	106.3	$	341.3	$	2.1	$	343.4
Salvage and subrogation assets on financial guaranty contracts:
Gross		$	251.2	$	10.6	$	261.8	$	—	$	261.8
Ceded(1)			16.9		—		16.9		—		16.9
	Net salvage and subrogation	$	234.3	$	10.6	$	244.9	$	—	$	244.9
Credit impairment on credit derivative contracts(2):
Case gross		$	482.7	$	0.4	$	483.1	$	—	$	483.1
Case ceded			14.9		—		14.9		—		14.9
	Case net credit derivative reserves	$	467.8	$	0.4	$	468.2	$	—	$	468.2
Net loss and LAE reserves on financial guaranty and credit derivative contracts net of reinsurance(3)
Net loss and LAE reserves on financial guaranty contracts net of ceded reinsurance		$	235.0	$	106.3	$	341.3
Credit impairment on credit derivative contracts			467.8		0.4		468.2
Net Loss and LAE reserves		$	702.8	$	106.7	$	809.5

(1)

Recorded in "reinsurance balances payable, net" on the consoladated balance sheets.

(2)

Credit derivative assets and liabilities recorded on the balance sheet incorporate estimates of expected losses.

(3)

Gross of salvage and subrogation assets.

38

Assured Guaranty Ltd.
Financial Guaranty Direct and Reinsurance Segment Losses Incurred and Paid
As of March 31, 2010
(in millions)

Financial Guaranty Insurance Contracts and Credit Derivatives				Total Net Par Outstanding for BIG Transactions		1Q-10 Incurred Losses			1Q-10 Paid Losses			Net Loss and LAE Reserve		Net Salvage and Subrogation Assets		Net Loss and LAE Reserve(1)			Expected Loss to be Expensed
Total Financial Guaranty Direct and Reinsurance:
	First lien:
		Prime first lien		$	643.4	$	0.1		$	—		$	0.3	$	—	$	0.3		$	—
		Alt-A first lien			5,173.3		35.1			14.0			174.8		—		174.8			182.8
		Alt-A option ARMs			3,342.3		42.6			42.4			184.2		5.8		178.4			482.5
		Subprime first lien			2,944.3		38.6			1.7			124.0		1.5		122.5			96.0
			Total first lien		12,103.3		116.4			58.1			483.3		7.3		476.0			761.3
	Second lien:
		Prime closed end seconds			1,214.3		(2.3	)		20.5			52.2		0.2		52.0			169.6
		Prime HELOC			4,252.0		23.6			166.9			15.0		227.1		(212.1	)		288.8
			Total second lien		5,466.3		21.3			187.4			67.2		227.3		(160.1	)		458.4
		Total U.S. RMBS			17,569.6		137.7			245.5			550.5		234.6		315.9			1,219.7
	Other structured finance				4,325.8		51.0			4.4			181.1		1.0		180.1			20.9
	Public finance				3,642.6		28.2			24.8			77.9		9.3		68.6			67.1
Total Financial Guaranty Direct and Reinsurance				$	25,538.0	$	216.9		$	274.7		$	809.5	$	244.9	$	564.6		$	1,307.7
Consolidation of VIEs					—		(10.0	)		(17.9	)						—			(89.0	)
Total				$	25,538.0	$	206.9		$	256.8						$	564.6		$	1,218.7

(1)

Includes credit impairment on credit derivative transactions. Net of reinsurance and salvage and subrogation recoverable.

39

Assured Guaranty Ltd.
Summary Financial and Statistical Data
(dollars in millions, except per share amounts)

					Year Ended December 31,
			Q1 2010		2009		2008		2007			2006
GAAP Summary Income Statement Data
	Net earned premiums		$	319.6	$	930.4	$	261.4	$	159.3		$	144.8
	Realized gains and other settlements on credit derivatives			26.7		163.6		117.6		74.0			73.9
	Net investment income			84.3		2,529.2		162.6		128.1			111.5
	Total expenses			247.0		796.7		440.9		161.5			150.4
	Income (loss) before provision for income taxes			436.9		132.9		112.3		(463.0	)		190.0
	Net income (loss) of Assured Guaranty Ltd. and subsidiaries			322.0		97.2		68.9		(303.3	)		159.7
	Operating income			89.6		316.7		74.5		178.0			157.2
	Net income (loss) of Assured Guaranty Ltd. and subsidiaries per diluted share		$	1.69	$	0.75	$	0.77	$	(4.38	)	$	2.13
	Operating income per diluted share		$	0.47	$	2.45	$	0.84	$	2.57		$	2.12
GAAP Summary Balance Sheet Data (End of Period)
	Total investments and cash		$	10,569.2	$	10,852.3	$	3,643.6	$	3,147.9		$	2,469.9
	Total assets			17,388.5		16,593.4		4,555.7		3,762.9			2,931.6
	Unearned premium reserves			7,720.9		8,219.4		1,233.7		887.2			631.0
	Loss and LAE reserves			361.3		289.5		196.8		125.6			115.9
	Long-term debt			919.5		917.4		347.2		347.1			347.1
	Shareholders' equity of Assured Guaranty Ltd. and subsidiaries			3,619.0		3,520.5		1,926.2		1,666.6			1,650.8
	Book value attributable to Assured Guaranty Ltd. per share		$	19.63	$	19.12	$	21.18	$	20.85		$	24.44
Other Financial Information (GAAP Basis):
	Net debt service outstanding (end of period)		$	958,192	$	958,265	$	348,816	$	302,413		$	180,174
	Gross debt service outstanding (end of period)			1,078,672		1,095,037		354,858		307,657			181,503
	Net par outstanding (end of period)			639,465		640,422		222,722		200,279			132,296
	Gross par outstanding (end of period)			715,736		726,929		227,164		204,809			133,303
Other Financial Information (Statutory Basis):
	Net debt service outstanding (end of period)		$	942,599	$	942,193	$	348,816	$	302,413		$	180,174
	Gross debt service outstanding (end of period)			1,059,847		1,076,039		354,858		307,657			181,503
	Net par outstanding (end of period)			625,583		626,274		222,722		200,279			132,296
	Gross par outstanding (end of period)			698,959		709,786		227,164		204,809			133,303
	Consolidated qualified statutory capital			4,608		4,902		2,310		2,079			1,658
	Consolidated policyholders' surplus and reserves			10,741		10,792		3,652		3,040			2,374
	Ratios:
		Par insured to statutory capital		136:1		128:1		96:1		96:1			80:1
		Capital ratio(1)		205:1		192:1		151:1		145:1			109:1
		Financial resources ratio(2)		70:1		70:1		70:1		68:1			53:1
	Gross debt service written:
	Public finance—U.S.		$	10,568	$	87,940	$	68,265	$	66,190		$	13,260
	Public finance—non-U.S.			—		894		3,350		11,849			10,531
	Structured finance—U.S.			1,016		2,501		13,972		42,414			28,902
	Structured finance—non-U.S.			—		—		5,490		13,122			7,448
	Total gross debt service written		$	11,584	$	91,335	$	91,077	$	133,575		$	60,141
	Net debt service written		$	11,584	$	91,335	$	89,871	$	129,872		$	59,775
	Net par written			7,188		49,759		55,418		84,686			50,541
	Gross par written			7,188		49,921		56,140		88,117			50,892

(1)

The capital ratio is calculated by dividing net debt service outstanding by qualified statutory capital.

(2)

The financial resources ratio is calculated by dividing net debt service outstanding by total claims paying resources.

Note: Please refer to endnotes for explanation of non-GAAP financial measures.

40

Glossary

        Below are the brief descriptions of selected types of U.S. public finance, non-U.S. public finance, U.S. structured finance and non-U.S. structured finance obligations that the Company insures and reinsures. For a more complete description, please refer to Assured Guaranty Ltd.'s 10-K report for the year ended December 31, 2009.

General Obligation Bonds are full faith and credit bonds that are issued by states, their political subdivisions and other municipal issuers, and are supported by the general obligation of the issuer to pay from available funds and by a pledge of the issuer to levy ad valorem taxes in an amount sufficient to provide for the full payment of the bonds.

Tax-Backed Bonds are obligations that are supported by the issuer from specific and discrete sources of taxation. They include tax-backed revenue bonds, general fund obligations and lease revenue bonds. Tax-backed obligations may be secured by a lien on specific pledged tax revenues, such as a gasoline or excise tax, or incrementally from growth in property tax revenue associated with growth in property values. These obligations also include obligations secured by special assessments levied against property owners and often benefit from issuer covenants to enforce collections of such assessments and to foreclose on delinquent properties. Lease revenue bonds typically are general fund obligations of a municipality or other governmental authority that are subject to annual appropriation or abatement; projects financed and subject to such lease payments ordinarily include real estate or equipment serving an essential public purpose. Bonds in this category also include moral obligations of municipalities or governmental authorities.

Municipal Utility Bonds are obligations of all forms of municipal utilities, including electric, water and sewer utilities and resource recovery revenue bonds. These utilities may be organized in various forms, including municipal enterprise systems, authorities or joint action agencies.

Transportation Bonds include a wide variety of revenue-supported bonds, such as bonds for airports, ports, tunnels, municipal parking facilities, toll roads and toll bridges.

Healthcare Bonds are obligations of healthcare facilities, including community based hospitals and systems, as well as of health maintenance organizations and long-term care facilities.

Higher Education Bonds are obligations secured by revenue collected by either public or private secondary schools, colleges and universities. Such revenue can encompass all of an institution's revenue, including tuition and fees, or in other cases, can be specifically restricted to certain auxiliary sources of revenue.

Housing Revenue Bonds are obligations relating to both single and multi-family housing, issued by states and localities, supported by cash flow and, in some cases, insurance from entities such as the Federal Housing Administration.

Infrastructure Bonds include obligations issued by a variety of entities engaged in the financing of infrastructure projects, such as roads, airports, ports, social infrastructure and other physical assets delivering essential services supported by long-term concession arrangements with a public sector entity.

Investor-Owned Utility Bonds are obligations primarily backed by investor-owned utilities, first mortgage bond obligations of for-profit electric or water utilities providing retail, industrial and commercial service, and also include sale-leaseback obligation bonds supported by such entities.

Regulated Utilities Obligations are issued by government-regulated providers of essential services and commodities, including electric, water and gas utilities. The majority of the Company's international regulated utility business is conducted in the UK.

Pooled Infrastructure Obligations are synthetic asset-backed obligations that take the form of CDS obligations or credit-linked notes that reference either infrastructure finance obligations or a pool of

41

such obligations, with a defined deductible to cover credit risks associated with the referenced obligations.

        Other public finance:    primarily includes government insured student loans, government-sponsored project finance and structured municipal which includes excess of loss reinsurance on portfolios of municipal credits.

Pooled Corporate Obligations are securities primarily backed by various types of corporate debt obligations, such as secured or unsecured bonds, bank loans or loan participations and trust preferred securities. These securities are often issued in "tranches," with subordinated tranches providing credit support to the more senior tranches. The Company's financial guaranty exposures generally are to the more senior tranches of these issues.

Residential Mortgage-Backed Securities ("RMBS") and Home Equity Securities are obligations backed by closed-end first mortgage loans and closed- and open-end second mortgage loans or home equity loans on one-to-four family residential properties, including condominiums and cooperative apartments. First mortgage loan products in these transactions include fixed rate, adjustable rate ("ARM") and option adjustable-rate ("Option ARM") mortgages. The credit quality of borrowers covers a broad range, including "prime", "subprime" and "Alt-A". A prime borrower is generally defined as one with strong risk characteristics as measured by factors such as payment history, credit score, and debt-to-income ratio. A subprime borrower is a borrower with higher risk characteristics, usually as determined by credit score and/or credit history. An Alt-A borrower is generally defined as a prime quality borrower that lacks certain ancillary characteristics, such as fully documented income.

Financial Products is the guaranteed investment contracts ("GICs") portion of the former financial products business of AGMH. Assured Guaranty Municipal Corp., a subsidiary of AGMH, has issued financial guaranty insurance policies on the GICs and in respect of the GICs business that cannot be revoked or cancelled. Assured Guaranty is indemnified against exposure to the former financial products business by Dexia SA and certain of its affiliates. In addition, the French and Belgian governments have issued guaranties in respect of the GICs portion of the financial products business. The financial products business is currently being run off.

Structured Credit Securities include program-wide credit enhancement for commercial paper conduits in the U.S., and securities issued in whole business securitizations and intellectual property securitizations. Program-wide credit enhancement generally involves insuring against the default of ABS in a bank-sponsored commercial paper conduit. Securities issued in whole business and intellectual property securitizations are backed by revenue-producing assets sold to a limited-purpose company by an operating company, including franchise agreements, lease agreements, intellectual property and real property.

Consumer Receivables Securities are obligations backed by non-mortgage consumer receivables, such as automobile loans and leases, credit card receivables and other consumer receivables.

Commercial Mortgage-Backed Securities ("CMBS") are obligations backed by pools of commercial mortgages. The collateral supporting CMBS include office, multi-family, retail, hotel, industrial and other specialized or mixed-use properties.

Commercial Receivables Securities are obligations backed by equipment loans or leases, fleet auto financings, business loans and trade receivables. Credit support is derived from the cash flows generated by the underlying obligations, as well as property or equipment values as applicable.

Insurance Securitization Securities are obligations secured by the future earnings from pools of various types of insurance/reinsurance policies and income produced by invested assets.

Other Structured Finance Securities are obligations backed by assets not generally described in any of the other described categories.

42

Endnotes related to non-GAAP financial measures discussed in the financial supplement:

        This Financial Supplement references financial measures that are not in accordance with U.S. generally accepted accounting principles ("GAAP"), which management uses in order to assist analysts and investors in evaluating Assured Guaranty Ltd.'s financial results. These financial measures not in accordance with GAAP ("non-GAAP financial measures") are defined below. In each case, the most directly comparable GAAP financial measure, if available, is presented and a reconciliation of the non-GAAP financial measure and GAAP financial measure is provided. This presentation is consistent with how Assured Guaranty's management, analysts and investors evaluate Assured Guaranty Ltd.'s financial results and is comparable to estimates published by analysts in their research reports on Assured Guaranty Ltd.

(a)    PVP or present value of new business production:    PVP is a non-GAAP financial measure defined as gross upfront and installment premiums received and the present value of gross estimated future installment premiums, on insurance and credit derivative contracts written in the current period, discounted at 6%. Management believes that PVP is a useful measure for management, investors and analysts because it permits the evaluation of the value of new business production for Assured Guaranty by taking into account the value of estimated future installment premiums on all new contracts underwritten in a reporting period, whether in insurance or credit derivative contract form, which GAAP gross premiums written and the net credit derivative premiums received and receivable portion of net realized gains and other settlement on credit derivatives ("Credit Derivative Revenues") do not adequately measure. For purposes of the PVP calculation, management discounts estimated future installment premiums on insurance contracts at 6%, while under GAAP, these amounts are discounted at a risk free rate. Additionally, under GAAP, management records future installment premiums on financial guaranty insurance contracts covering non-homogeneous pools of assets based on the contractual term of the transaction, whereas for PVP purposes, management records an estimate of the future installment premiums the Company expects to receive, which may be based upon a shorter period of time than the contractual term of the transaction. Actual future net earned or written premiums and Credit Derivative Revenues may differ from PVP due to factors including, but not limited to, prepayments, amortizations, refundings, contract terminations or defaults that may or may not result from changes in market interest rates, foreign exchange rates, refinancing or refundings, prepayment speeds, policy changes or terminations, credit defaults or other factors. PVP should not be viewed as a substitute for gross written premiums determined in accordance with GAAP.

(b)    Operating income:    Operating income is a non-GAAP financial measure defined as net income (loss) attributable to Assured Guaranty Ltd. (which excludes noncontrolling interests in consolidated variable interest entities), adjusted for the following:

1)

Elimination of the after-tax realized gains (losses) on the Company's investment portfolios;



2)

Elimination of the after-tax non-credit impairment unrealized fair value gains (losses) on credit derivatives accounted for as derivatives, which is the amount in excess of the present value of the expected estimated economic credit losses;



3)

Elimination of the after-tax fair value gains (losses) on the Company's committed capital securities; and



4)

Elimination of after-tax non-economic fair value adjustments and net interest margin of consolidated financial guaranty variable interest entities.

        Management believes that operating income is a useful measure for management, investors and analysts because the presentation of operating income clarifies the understanding of the Company's results of operations by highlighting the underlying profitability of its business. Realized gains and losses on the Company's investment portfolios are excluded from operating income because the timing and amount of realized gains and losses are not directly related to the Company's insurance businesses.

43

Non-credit impairment unrealized fair value gains and losses on credit derivatives as well as fair value gains and losses on the Company's committed capital securities and fair value adjustments and net interest margin of financial guaranty VIEs are excluded from operating income because these gains and losses do not result in an economic gain or loss and are heavily affected by, and fluctuate, in part, according to changes in market interest rates, credit spreads and other factors. Operating income should not be viewed as a substitute for net income (loss) determined in accordance with GAAP.

(c)    Operating shareholders' equity:    Operating shareholders' equity is a non-GAAP financial measure calculated as shareholders' equity attributable to Assured Guaranty Ltd. (which excludes noncontrolling interests in consolidated variable interest entities) reported under GAAP, adjusted for the following fair value adjustments deemed to be unrelated to credit impairment:

1)

Elimination of the after-tax unrealized gains (losses) on the Company's investment portfolios, recorded as a component of accumulated comprehensive income, excluding foreign exchange revaluation;



2)

Elimination of the after-tax non-credit impairment unrealized fair value gains (losses) on credit derivatives accounted for as derivatives, which is the amount in excess of the present value of the expected estimated economic credit losses;



3)

Elimination of the after-tax fair value gains (losses) on the Company's committed capital securities; and



4)

Elimination of after-tax non-economic fair-value adjustments of consolidated financial guaranty VIEs.

        Management believes that operating shareholders' equity is a useful measure for management, investors and analysts because the presentation of this measure clarifies the understanding of the Company's results of operations by highlighting the underlying profitability of its business. Non-credit impairment unrealized fair value gains and losses on credit derivatives, fair value gains and losses on the Company's committed capital securities, non-economic fair value adjustments of consolidated financial guaranty VIEs and unrealized gains and losses on the Company's investment portfolios recorded in accumulated comprehensive income are excluded from operating shareholders' equity because these gains and losses do not result in an economic gain or loss and are heavily affected by, and fluctuate, in part, according to changes in market interest rates, credit spreads and other factors. Operating shareholders' equity should not be viewed as a substitute for shareholders' equity determined in accordance with GAAP.

(d)    Operating return on equity ("Operating ROE"):    Operating ROE is a non-GAAP financial measure that represents operating income for the specified period divided by the average of operating shareholders' equity at the beginning and the end of the specified period.

(e)    Adjusted Book Value:    Adjusted book value is a non-GAAP financial measure calculated as shareholders' equity attributable to Assured Guaranty Ltd. (which excludes noncontrolling interests in variable interest entities) adjusted for the following:

1)

Elimination of after-tax non-economic fair-value adjustments of consolidated financial guaranty VIEs;



2)

Elimination of the after-tax non-credit impairment unrealized fair value gains (losses) on credit derivatives accounted for as derivatives, which is the amount in excess of the present value of expected estimated economic credit losses;



3)

Elimination of the after-tax fair value gains (losses) on the Company's committed capital securities;

44

4)

Elimination of the after-tax unrealized gains (losses) on the Company's investment portfolios, recorded as a component of accumulated comprehensive income, excluding foreign exchange revaluation;



5)

Elimination of after-tax deferred acquisition costs;



6)

Addition of the after-tax net present value of estimated future credit derivative revenue, discounted at 6% and the addition of the after-tax value of net unearned revenue on credit derivatives; and



7)

Addition of the after-tax value of the net unearned premium reserve on financial guaranty contracts in excess of net expected loss to be expensed.

        Management believes that adjusted book value is a useful measure for management, investors and analysts because the calculation of adjusted book value permits an evaluation of the net present value of the Company's in force premiums and shareholders' equity. The premiums included in adjusted book value will be earned in future periods, but may differ materially from the estimated amounts used in determining current adjusted book value due to changes in market interest rates, foreign exchange rates, refinancing or refunding activity, prepayment speeds, policy changes or terminations, credit defaults and other factors. This measure should not be viewed as a substitute for shareholders' equity attributable to Assured Guaranty Ltd. determined in accordance with GAAP.

(e)    Net present value of expected estimated future revenue on credit derivatives in force:    Net present value of expected estimated future revenue on credit derivatives in force is a non-GAAP financial measure defined as the present value of estimated future revenue from our credit derivative in-force book of business, net of reinsurance, ceding commissions and premium taxes in excess of expected losses, and discounted at 6%. Management believes that net present value of expected estimated future revenue on credit derivatives in force is a useful measure for management, investors and analysts because it permits an evaluation of the value of future estimated credit derivative revenue. Estimated future credit derivative revenues may change from period to period due to changes in par outstanding, maturity, or other factors that result from market interest rates, foreign exchange rates, refinancing or refunding activity, prepayment speeds, policy changes or terminations, credit defaults or other factors. There is no comparable GAAP financial measure.

45

	Contacts:
	Equity Investors: Sabra Purtill Managing Director, Investor Relations (212) 408-6044 spurtill@assuredguaranty.com
	Ross Aron Assistant Vice President, Investor Relations (212) 261-5509 raron@assuredguaranty.com
Assured Guaranty Ltd. 30 Woodbourne Avenue Hamilton HM 08 Bermuda (441) 279-5705 www.assuredguaranty.com	Fixed Income Investors: Robert Tucker Managing Director, Fixed Income Investor Relations (212) 339-0861 rtucker@assuredguaranty.com Michael Walker Director, Fixed Income Investor Relations (212) 261-5575 mwalker@assuredguaranty.com
	Media:
	Betsy Castenir Managing Director, Corporate Communications (212) 339-3424 bcastenir@assuredguaranty.com
	Ashweeta Durani Vice President, Corporate Communications (212) 408-6042 adurani@assuredguaranty.com

QuickLinks

Exhibit 99.2

Assured Guaranty Ltd. March 31, 2010 Financial Supplement
Assured Guaranty Ltd. Selected Financial Highlights (dollars in millions, except per share amounts)
Assured Guaranty Ltd. Consolidated Statements of Operations (dollars and shares in millions, except per share amounts)
Assured Guaranty Ltd. Consolidated Balance Sheets (in millions)
Assured Guaranty Ltd. Adjusted Book Value (dollars in millions, except per share amounts)
Assured Guaranty Ltd. Consolidated Capital and Claims Paying Resources (dollars in millions)
Assured Guaranty Ltd. New Business Production (dollars in millions)
Assured Guaranty Ltd. Financial Guaranty Gross Par Written (in millions)
Assured Guaranty Ltd. Segment Consolidation (in millions)
Assured Guaranty Ltd. Financial Guaranty Direct Segment (1 of 2) (in millions)
Assured Guaranty Ltd. Financial Guaranty Reinsurance Segment (1 of 2) (in millions)
Assured Guaranty Ltd. Investment Portfolio As of March 31, 2010 (dollars in millions)
Assured Guaranty Ltd. Estimated Net Exposure Amortization(1) and Estimated Future Net Premium and Credit Derivative Revenues (in millions)
Assured Guaranty Ltd. Present Value of Financial Guaranty Insurance Losses to be Expensed (in millions)
Assured Guaranty Ltd. Financial Guaranty Profile (1 of 3) As of March 31, 2010 (in millions)
Assured Guaranty Ltd. Direct Pooled Corporate Obligations Profile (dollars in millions)
Assured Guaranty Ltd. Consolidated U.S. Residential Mortgage-Backed Securities ("RMBS") Profile (dollars in millions)
Assured Guaranty Ltd. Financial Guaranty Direct U.S. RMBS Profile (1 of 5) (dollars in millions)
Assured Guaranty Ltd. Financial Guaranty Direct U.S. Commercial Real Estate Profile (dollars in millions)
Assured Guaranty Ltd. Direct Consumer Receivables Profile (dollars in millions)
Assured Guaranty Ltd. Financial Guaranty Direct Credit Derivative Net Par Outstanding Profile (dollars in millions)
Assured Guaranty Ltd. Below Investment Grade Exposures (1 of 4) As of March 31, 2010 (in millions)
Assured Guaranty Ltd. Largest Exposures by Sector (1 of 4) As of March 31, 2010 (in millions)
Assured Guaranty Ltd. Financial Guaranty and Credit Derivatives Surveillance Categories (dollars in millions)
Assured Guaranty Ltd. Loss and Loss Adjustment Expense ("LAE") Reserves by Segment/Type (in millions)
Assured Guaranty Ltd. Financial Guaranty Direct and Reinsurance Segment Losses Incurred and Paid As of March 31, 2010 (in millions)
Assured Guaranty Ltd. Summary Financial and Statistical Data (dollars in millions, except per share amounts)
Glossary