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) — June 18, 2009

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) 299-9375

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):

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

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

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

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

Item 1.01Entry into Material Definitive Agreement

Offering of Equity Units

On June 18, 2009, Assured Guaranty Ltd., a Bermuda company (the “Company”) and Assured Guaranty US Holdings Inc. (the “Note Issuer”), entered into an Underwriting Agreement (the “Equity Units Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters listed therein (collectively, the “Equity Units Underwriters”), with respect to a registered public offering (the “Equity Units Offering”) of 3,000,000 equity units (the “Equity Units”) for an aggregate stated amount of $150,000,000. The Equity Units Offering is expected to close on June 24, 2009. Pursuant to the Equity Units Underwriting Agreement, the Equity Units Underwriters have a 13-day option to purchase up to an additional 450,000 Equity Units, solely to cover over-allotments, if any.

Each Equity Unit has a stated amount of $50 and will initially consist of: (i) a forward purchase contract obligating the holder to purchase from the Company for a price in cash of $50, on the purchase contract settlement date of June 1, 2012, subject to early settlement in accordance with the terms of the Purchase Contract and Pledge Agreement (as hereinafter defined), a certain number (the “Settlement Rate”) of the Company’s common shares, $0.01 par value per share (the “Common Shares”); and (ii) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of 8.50% Senior Notes due June 1, 2014 of the Note Issuer (the “Notes”). The Settlement Rate will be calculated as follows:

·If the applicable market value (as defined below) of the Common Shares is equal to or greater than $12.93 (the “threshold appreciation price”), then the Settlement Rate will be 3.8685 Common Shares;

·If the applicable market value of the Common Shares is less than the threshold appreciation price but greater than $11.00 (the “reference price”), then the Settlement Rate will be a number of Common Shares equal to $50 divided by the applicable market value; and

·If the applicable market value of the Common Shares is less than or equal to the reference price, then the Settlement Rate will be 4.5455 Common Shares.

The “applicable market value” means the average closing price of the Common Shares over the 20-trading day period ending on the third trading day prior to June 1, 2012. The reference price represents the public offering price of the Common Shares in the Common Shares Offering (as defined below).  The threshold appreciation price represents a premium of 17.5% over the reference price. The reference price, threshold appreciation price and settlement rate are subject to anti-dilution adjustments.

The Equity Units Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Note Issuer, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Equity Units Underwriting Agreement set forth above is qualified by reference to the

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Equity Units Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Notes will be issued pursuant to an indenture (the “Base Indenture”), dated as of May 1, 2004, among the Note Issuer, the Company, as guarantor, and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, to be dated June 24, 2009 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Note Issuer, the Company, as guarantor, and the Trustee, establishing the terms and providing for the issuance of the Notes.  The Equity Units are being issued pursuant to a Purchase Contract and Pledge Agreement, to be dated June 24, 2009 (the “Purchase Contract and Pledge Agreement”), among the Company, the Bank of New York Mellon, as purchase contract agent and the Bank of New York Mellon, as collateral agent, custodial agent and securities intermediary.

The Indenture provides for customary events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence of certain events of default after expiration of any applicable grace period. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization relating to the Note Issuer or the Company, all outstanding Notes under the Indenture will become due and payable immediately.

Under the terms of the Purchase Contract and Pledge Agreement, the Notes are being pledged as collateral to secure the holders’ obligations to purchase the Common Shares under the purchase contracts. The Note Issuer will attempt to remarket the Notes prior to the purchase contract settlement date pursuant to the terms of the Purchase Contract and Pledge Agreement and a remarketing agreement, a form of which is attached as an exhibit to the Purchase Contract and Pledge Agreement.

The Equity Units are registered under the Securities Act of 1933, as amended (the “Securities Act”), on a Registration Statement on Form S-3 (Registration No. 333-152892) (the “Registration Statement”) that the Company and the Note Issuer initially filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2009. The Company is filing certain exhibits as part of this Current Report on Form 8-K in connection with its filing with the SEC of a definitive prospectus supplement, dated June 18, 2009, and prospectus, dated June 16, 2009, relating to the Equity Units Offering.

Offering of Common Shares

On June 18, 2009, the Company entered into an Underwriting Agreement (the “Common Shares Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as representatives of the several underwriters listed therein (collectively, the “Common Shares Underwriters”), pursuant to which the Company agreed to sell and the Common Shares Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, 38,500,000 Common Shares in a registered public offering (the “Common Shares Offering”). The Common Shares Offering is expected to close on June 24,

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2009.  Pursuant to the Common Shares Underwriting Agreement, the Common Shares Underwriters have a 30-day option to purchase up to an additional 5,775,000 Common Shares.

The Common Shares Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Common Shares Underwriting Agreement set forth above is qualified by reference to the Common Shares Underwriting Agreement filed as Exhibit 1.2 to this Current Report on Form 8-K and incorporated herein by reference.

The Common Shares have been registered under the Securities Act on the Registration Statement.  The Company is filing certain exhibits as part of this Current Report on Form 8-K in connection with its filing with the SEC of a definitive prospectus supplement, dated June 18, 2009, and prospectus, dated June 16, 2009, relating to the Common Shares Offering.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.  The following exhibits are being filed herewith:

1.1Underwriting Agreement, dated as of June 18, 2009, between Assured Guaranty Ltd. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Banks Securities Inc., as representatives of the several underwriters named therein, relating to the Common Shares Offering.

1.2Underwriting Agreement, dated as of June 18, 2009, among Assured Guaranty Ltd., Assured Guaranty US Holdings Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters named therein, relating to the Equity Units Offering.

4.1Form of First Supplemental Indenture, to be dated as of June 24, 2009, between Assured Guaranty US Holdings Inc., Assured Guaranty Ltd. and The Bank of New York Mellon, as trustee (including the form of 8.50% Senior Note due 2014 of Assured Guaranty US Holdings Inc.)

4.2Form of Purchase Contract and Pledge Agreement, to be dated as of June 24, 2009, among Assured Guaranty Ltd., The Bank of New York Mellon, as Purchase Contract Agent, and The Bank of New York Mellon, as Collateral Agent, Custodial Agent and Securities Intermediary

5.1Opinion of Conyers Dill & Pearman

5.2Opinion of Mayer Brown LLP

8.1Opinion of Conyers Dill & Pearman

8.2Opinion of Mayer Brown LLP as to certain tax matters

23.1Consent of Conyers Dill & Pearman (contained in Exhibit 5.1 hereto).

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23.2Consent of Mayer Brown LLP (contained in Exhibit 5.2 hereto).

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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
		James M. Michener
		General Counsel
DATE:  June 23, 2009

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EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of June 18, 2009, between Assured Guaranty Ltd. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Banks Securities Inc., as representatives of the several underwriters named therein, relating to the Common Shares Offering.
1.2	Underwriting Agreement, dated as of June 18, 2009, among Assured Guaranty Ltd., Assured Guaranty US Holdings Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters named therein, relating to the Equity Units Offering
4.1	Form of First Supplemental Indenture, to be dated as of June 24, 2009, between Assured Guaranty US Holdings Inc., Assured Guaranty Ltd. and The Bank of New York Mellon, as trustee (including the form of 8.50% Senior Note due 2014 of Assured Guaranty US Holdings Inc.)
4.2	Form of Purchase Contract and Pledge Agreement, to be dated as of June 24, 2009, among Assured Guaranty Ltd., The Bank of New York Mellon, as Purchase Contract Agent, and The Bank of New York Mellon, as Collateral Agent, Custodial Agent and Securities Intermediary
5.1	Opinion of Conyers Dill & Pearman
5.2	Opinion of Mayer Brown LLP
8.1	Opinion of Conyers Dill & Pearman
8.2	Opinion of Mayer Brown LLP as to certain tax matters

EX-1.1

Exhibit 1.1

EXECUTION COPY

Assured Guaranty Ltd.

38,500,000 Common Shares

UNDERWRITING AGREEMENT

June 18, 2009

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

DEUTSCHE BANK SECURITIES INC.

     As Representatives of the several Underwriters

c/o

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

One Bryant Park

New York, New York 10036

and

DEUTSCHE BANK SECURITIES INC.

60 Wall Street

New York, New York 10005

Ladies and Gentlemen:

Assured Guaranty Ltd., a Bermuda company (the “Issuer”), subject to the terms and conditions stated herein, proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 38,500,000 of its common shares (the “Firm Shares”), par value $0.01 per share (the “Common Shares”).  In addition, the Issuer has granted to the Underwriters an option to purchase up to an additional 5,775,000 Common Shares (the “Optional Shares”), as provided in Section 2 (the Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Securities”).  Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) and Deutsche Bank Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities.

In connection with the aforementioned issuance and sale, at the request of the Issuer, the Issuer and the Underwriters agree that up to 25% of the Firm Shares  and the Equity Units being issued in the Equity Units Offering (as such terms are defined below) (the “WLR Shares”) shall be reserved for sale by the Underwriters to WLR Recovery Fund IV, L.P., a shareholder of the Issuer, or one of its affiliated funds (collectively “WLR”) as part of the distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the Investment Agreement, dated as of

February 28, 2008, by and between the Issuer and WLR Recovery Fund IV, L.P., as amended by the First Amendment to Investment Agreement dated as of November 13, 2008 and the Second Amendment to investment agreement, dated as of June 10, 2009 (as so amended, “Investment Agreement”), and all applicable laws, rules and regulations.  To the extent that such WLR Shares are not confirmed for purchase by WLR by the end of the Pre-Emptive Period (as defined in the Investment Agreement), such WLR Shares may be offered to the public as part of the public offering contemplated hereby.

The Issuer is concurrently publicly offering its Equity Units (the “Equity Units Offering”) through the Representatives and any other underwriters. The offering of the Securities is not contingent upon completion of the Equity Units Offering; the Equity Units Offering is not contingent upon the completion of the offering of the Securities; and the Equity Units are not being offered together with the Securities.

To the extent there are no additional Underwriters listed on Schedule A other than you, the terms Representatives and Underwriters as used herein shall mean you, as Underwriters.  The terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

The Issuer hereby confirms its agreement with the Underwriters as follows:

SECTION 1.  Representations and Warranties.

(a)The Issuer hereby represents, warrants and covenants to each Underwriter as follows:

i.Registration Statement and Prospectus.  The Issuer has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”)) on Form S-3 (File No. 333-152892), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities.  Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.”Any preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof and is used prior to filing of the final prospectus is called, together with the Base Prospectus, a “preliminary prospectus.”  The term “Prospectus” shall mean the final prospectus supplement relating to the Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”).  Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and

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incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Issuer filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.  All references in this Agreement to the Registration Statement,a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

ii.Compliance with Registration Requirements.  The Registration Statement has been declared effective by the Commission under the Securities Act.  The Issuer has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.  No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Issuer, are contemplated or threatened by the Commission.

Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and the rules thereunder and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Securities.  Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.  The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) under the Securities Act, at the Closing Date (as defined herein) and at any Subsequent Closing Date (as defined herein), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Issuer by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.  There is no contract or other document required to be described in a preliminary prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that has not been described or filed as required.

The documents incorporated by reference in a preliminary prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable.  Any further documents so filed and incorporated by reference in a preliminary prospectus or the Prospectus or any further amendment or supplement thereto, when such documents become

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effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.

iii.Disclosure Package.  The term “Disclosure Package” shall mean (i) the Base Prospectus, as amended or supplemented as of the Applicable Time, including any preliminary prospectus supplement, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.  The Issuer will prepare a final term sheet containing a description of the Securities, in substantially the form attached hereto as Schedule C, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final Term Sheet”).  The Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.  As of 6:00 P.M. (Eastern time) on the date of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Issuer by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof.

iv.The Issuer Not Ineligible Issuer.  At the Execution Time, the Issuer was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Issuer be considered an Ineligible Issuer.

v.Issuer Free Writing Prospectuses.  Any Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering or until any earlier date that the Issuer notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, a preliminary prospectus or the Prospectus.  If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, a preliminary prospectus or the Prospectus, the Issuer has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict.  The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Issuer by any Underwriter specifically through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

vi.Distribution of Offering Material.  The Issuer has not distributed and will not distribute, prior to the later of the last Subsequent Closing Date (as defined below) and the

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completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Schedule B hereto or the Registration Statement.  The Representatives shall provide notice to the Issuer if the distribution of the Securities has not been completed on the date of Closing Date, and upon such later date as the distribution of the Securities has been completed.

vii.Authorization of the Shares.  The Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Issuer to the Underwriters pursuant to this Agreement on the Closing Date or any Subsequent Closing Date, will be validly issued, fully paid and nonassessable.

viii.No Applicable Registration or Other Similar Rights.  There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.  No stockholder of the Issuer or any other person has any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Issuer under (a) the Memorandum of Association or the Bye-laws of the Issuer or (b) any contract, agreement or instrument to which the Issuer is a party, other than the rights of WLR under the Investment Agreement.

ix.No Material Adverse Change.  Neither the Issuer nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package and the Prospectus; and, since the respective dates as of which information is given in the Disclosure Package and the Prospectus, there has not been any change in the share capital or capital stock, as the case may be, or long-term debt of the Issuer or any of its subsidiaries  or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, financial condition, shareholders’ equity, or results of operations of the Issuer and its subsidiaries, taken as a whole (a “Material Adverse Change”), otherwise than as set forth or contemplated in the Disclosure Package and the Prospectus.

x.Incorporation and Good Standing of the Issuer.  The Issuer has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Islands of Bermuda, with corporate power and authority to own its properties and conduct its business as described in the Disclosure Package and the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

xi.Incorporation and Good Standing of Subsidiaries.  Each subsidiary of the Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own its properties and conduct its business as described in the Disclosure Package and the Prospectus, and has been duly

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qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

xii.Capitalization.  All of the issued shares of share capital of the Issuer have been duly and validly authorized and issued, are fully paid and non-assessable; and all of the issued shares of share capital of each subsidiary of the Issuer have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares) are owned directly or indirectly by the Issuer, free and clear of all liens, encumbrances, equities or claims.

xiii.Authorization of Agreement.  This Agreement has been duly authorized, executed and delivered by the Issuer.

xiv.Non-Contravention of Existing Agreements;  No Further Authorizations or Approvals Required.  The compliance by the Issuer with all of the provisions of this Agreement and the consummation of the transactions contemplated herein, including, but not limited to, the issuance and sale of the Securities, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries  is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject, (ii) the provisions of the Memorandum of Association or the Bye-laws of the Issuer, (iii) the Investment Agreement or (iv) any statute or any rule or regulation or order, judgment or decree of any court or governmental agency or body having jurisdiction over the Issuer or any of its subsidiaries or any of their respective properties, except, in the case of clauses (i) and (iv) above, for such violations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, financial condition, shareholders’ equity, or results of operations of the Issuer and its subsidiaries taken as a whole (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body (“Governmental Authorizations”) is required for the sale of the Securities or the consummation by the Issuer of the transactions contemplated by this Agreement, except (A) such Governmental Authorizations as have been duly obtained and are in full force and effect and copies of which have been furnished to you and (B) such Governmental Authorizations as may be required under state securities laws, Blue Sky laws, insurance securities laws or any laws of jurisdictions outside the United States in connection with the purchase and distribution of the Securities by or for the account of the Underwriters.

xv.Non-Contravention of Stock Purchase Agreement.  The compliance by the Issuer with all of the provisions of this Agreement and the consummation of the transactions contemplated herein, including, but not limited to, the issuance and sale of the Securities, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under the Stock Purchase Agreement, dated as of November 14, 2008, by and among the Issuer, Dexia Holdings, Inc. and Dexia Credit Local S.A., as amended by the acknowledgment and amendment dated June 9, 2009 (the “SPA”).

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xvi.Absence of Violations and Defaults.  Neither the Issuer nor any of its subsidiaries is (i) in violation of its Memorandum of Association or Bye-laws or comparable organizational documents or (ii) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound.

xvii.All Necessary Permits, etc.  Each of the Issuer and its subsidiaries possesses all consents, authorizations, approvals, orders, licenses, certificates, or permits issued by any regulatory agencies or bodies (collectively, “Permits”) which are necessary to conduct the business now conducted by it as described in the Disclosure Package and the Prospectus, except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of such Permits are valid and in full force and effect, except where the invalidity of such Permits or the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no pending, or to the Issuer’s knowledge, threatened action, suit, proceeding or investigation against or involving the Issuer and its subsidiaries, and the Issuer does not know of any reasonable basis for any such action, suit, proceeding or investigation, that individually or in the aggregate would reasonably be expected to lead to the revocation, modification, termination, suspension or any other material impairment of the rights of the holder of any such Permit, except for such revocation, modification, termination, suspension or other material impairment that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

xviii.Compliance with Insurance Laws.  Except as described in the Disclosure Package and the Prospectus, each of the Issuer and its insurance subsidiaries is duly registered, licensed or admitted as an insurer or reinsurer or as an insurance holding company, as the case may be, under applicable insurance holding company statutes or other insurance laws (including laws that relate to companies that control insurance companies) and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (collectively, “Insurance Laws”) in each jurisdiction where it is required to be so licensed or admitted to conduct its business as described in the Disclosure Package and the Prospectus, except where the failure to be so registered, licensed or admitted would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Disclosure Package and the Prospectus, each of the Issuer and its insurance subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from, and has made all declarations and filings with, all insurance regulatory authorities necessary to conduct their respective businesses as described in the Disclosure Package and the Prospectus, and all of the foregoing are in full force and effect, except where the failure to have such authorizations, approvals, orders, consents, certificates, permits, registrations or qualifications, the failure to make such declarations and filings, or the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise described in the Disclosure Package and the Prospectus, none of the Issuer nor any of its insurance subsidiaries has received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by either the Issuer or any of its insurance subsidiaries to conduct its business as currently conducted, except where the failure to have such additional

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authorization, approval, order, consent, certificate, permit, registration or qualification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise described in the Disclosure Package and the Prospectus, no insurance regulatory authority has issued to the Issuer or any subsidiary any order impairing, restricting or prohibiting (A) the payment of dividends by any of the Issuer’s subsidiaries, (B) the making of a distribution on any subsidiary’s share capital, (C) the repayment to the Issuer of any loans or advances to any of its subsidiaries from the Issuer, (D) the repayment to the Issuer of any loans or advances to any of its subsidiaries from the Issuer, or (E) the transfer of any of the Issuer’s subsidiary’s property or assets to the Issuer or any other subsidiary of the Issuer. Each of the Issuer, Assured Guaranty US Holdings Inc., Assured Guaranty Re Ltd., Assured Guaranty Re Overseas Ltd., Assured Guaranty Mortgage Insurance Company, Assured Guaranty Corp. and Assured Guaranty (UK) Ltd. maintains its books and records in accordance with all applicable Insurance Laws, except where the failure to so maintain its books and records would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

xix.Bermuda Tax Assurances.  Each of the Issuer, Assured Guaranty Corp., Assured Guaranty Re Ltd. and Assured Guaranty Re Overseas Ltd. has received from the Bermuda Minister of Finance an assurance under The Exempted Undertakings Tax Protection Act, 1966 of Bermuda to the effect that, in the event of there being enacted in Bermuda any legislation imposing tax computed on profits or income or computed on any capital asset, gain or appreciation, or any tax of the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to the Issuer, Assured Guaranty Corp., Assured Guaranty Re Ltd. or Assured Guaranty Re Overseas Ltd. or any of their operations or their shares, debentures or other obligations, until 28 March 2016 (subject to certain provisos expressed in such assurance), and the Issuer has not received any notification to the effect (and is not otherwise aware) that such assurances may be revoked or otherwise not honored by the Bermuda government.

xx.Treatment Under the Internal Revenue Code.  The Issuer does not believe that (1) either the Issuer or any of its subsidiaries currently should be, or upon the sale of the Securities herein contemplated should be, (A) treated as a “passive foreign investment company” as defined in Section 1297(a) of the Internal Revenue Code of 1986, as amended (the “Code”), (B) except for Assured Guaranty US Holdings Inc., AG Financial Products Inc., Assured Guaranty Corp., Assured Guaranty Overseas US Holdings Inc., Assured Guaranty Re Overseas Ltd., AG Intermediary Inc. and Assured Guaranty Mortgage Insurance Company, considered to be engaged in a trade or business within the United States for purposes of Section 864(b) of the Code or (C) except for Assured Guaranty Finance Overseas Ltd. , Assured Guaranty (UK) Services Ltd. and Assured Guaranty (UK) Ltd., characterized as resident, managed or controlled or carrying on a trade through a branch or agency in the United Kingdom or (2) any U.S. person who owns shares of the Issuer directly or indirectly through foreign entities should be treated as owning (directly, indirectly through foreign entities or by attribution pursuant to Section 958(b) of the Code) 10 percent or more of the total voting power of the Issuer or any of its non-U.S. subsidiaries.

xxi.Related Person Insurance Income.  Except as disclosed in the Disclosure Package and the Prospectus, Assured Guaranty Re Ltd. intends to operate in a manner that is intended to ensure that either (i) the related person insurance income of such company does not equal or exceed 20% of such company’s gross insurance income for any taxable year in the foreseeable future or (ii) at all times during each taxable year for the foreseeable future less than 20% of the

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voting power and less than 20% of the value of the shares of Assured Guaranty Re Ltd. is owned (directly or indirectly) by persons who are (directly or indirectly) insured (each, an “insured”) under any policy of insurance or reinsurance issued by Assured Guaranty Re Ltd. or related persons to any such insured.

xxii.Accuracy of Statements.  The statements set forth in the Disclosure Package and the Prospectus under the caption “Description of Assured Guaranty Share Capital,” insofar as they purports to constitute a summary of the terms of the Securities, and under the captions “Material Tax Considerations” and “Description of The Acquisition,” and in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2008, under the captions “Part I—Item 1—Business—Regulation,” and “Part I—Item 3—Legal Proceedings,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are true, accurate and complete in all material respects.

xxiii.No Price Stabilization or Manipulation.  The Issuer has not taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Securities.  The Issuer acknowledges that the Underwriters may engage in passive market making transactions in the Securities on the New York Stock Exchange in accordance with Regulation M under the Exchange Act.

xxiv.Internal Controls and Procedures.  The Issuer maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) designed by, or under the supervision of, the Issuer’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Issuer’s internal control over financial reporting was effective as ofthe end year ended December 31, 2008, and there have been no changes in the Issuer’s internal control over financial reporting since such time and the Issuer is not aware of any material weaknesses in its internal control over financial reporting.

xxv.No Material Action or Proceeding.  Other than as set forth in the Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Issuer or any of its subsidiaries  is a party or of which any property of the Issuer or any of its subsidiaries is the subject which, if determined adversely to the Issuer or any of its subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the best of the Issuer’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

xxvi.Not an “Investment Company.”  The Issuer is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

xxvii.No Stamp Duty, Transfer, Excise or Similar Tax.  No Underwriter and no subsequent purchaser of the Securities is subject to any stamp duty, transfer, excise or similar tax imposed in Bermuda in connection with the issuance, offering or sale of the Securities to the Underwriters or to any subsequent purchaser.

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xxviii.Bermuda Exempted Companies.  There are no currency exchange control laws or withholding taxes, in each case of Bermuda, that would be applicable to (1) the payment of interest or principal on the Securities by the Issuer (other than as may apply to residents of Bermuda for Bermuda exchange control purposes) or (2) the payment of dividends, interest or principal by the any of the Issuer’s subsidiaries to such subsidiary’s parent company. The Bermuda Monetary Authority has designated the Issuer, Assured Guaranty Re Ltd. and Assured Guaranty Re Overseas Ltd. (Assured Guaranty Re Ltd. and Assured Guaranty Re Overseas Ltd. are collectively referred to as the “Bermuda Subsidiaries”) as non-resident for exchange control purposes. Each of the Issuer and the Bermuda Subsidiaries are “exempted companies” under Bermuda law and have not (A) acquired and do not hold any land for its business in Bermuda, other than that held by way of lease or tenancy for terms of not more than 50 years, without the express authorization of the Bermuda Minister of Finance, (B) acquired and do not hold land by way of lease or tenancy which is acquired for its business and held for terms of not more than 21 years in order to provide accommodation or recreational facilities for its officers and employees, without the express authorization of the Minister of Finance of Bermuda, (C) taken mortgages on land in Bermuda to secure an amount in excess of $50,000, without the consent of the Bermuda Minister of Finance, (D) acquired any bonds or debentures secured by any land in Bermuda, except bonds or debentures issued by the government of Bermuda or a public authority of Bermuda, or (E) conducted their business in a manner that is prohibited for “exempted companies” under Bermuda law. None of the Issuer or any of the Bermuda Subsidiaries has received notification from the Bermuda Monetary Authority or any other Bermuda governmental authority of proceedings relating to the modification or revocation of its designation as non-resident for exchange control purposes, its permission to issue and transfer the Securities, or its status as an “exempted company” under Bermuda law.

xxix.Independent Accountants of the Issuer.  PricewaterhouseCoopers LLP, who have expressed their opinion with respect to the financial statements and the related notes thereto of the Issuer and its subsidiaries, are independent public accountants with respect to the Issuer, as required by the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder.

xxx.Preparation of the Financial Statements of the Issuer.  The financial statements and schedules of the Issuer and its subsidiaries incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the entities  purported to be shown thereby at the dates and for the periods indicated and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and conform in all material respects with the rules and regulations adopted by the Commission under the Act; and the supporting schedules incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all materials respects the information required to be stated therein.

xxxi.Significant Subsidiaries.  Assured Guaranty US Holdings Inc., Assured Guaranty Corp., Assured Guaranty Re Ltd., Assured Guaranty Overseas US Holdings Inc. and Assured Guaranty Re Overseas Ltd. are the only significant subsidiaries of the Issuer as that term is defined in Rule 1-02(w) of Regulation S-X of the rules and regulations of the Commission under the Securities Act.

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xxxii.No Unlawful Contributions or Other Payments.  Neither the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer or any of its subsidiaries, acting in such capacities, has taken any action, directly or indirectly, that would result in a material violation by such persons of the FCPA (as defined below), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA in any material respect, and the Issuer, its subsidiaries and, to the knowledge of the Issuer, its affiliates have conducted their businesses in compliance with the FCPA in all material respects and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.  “FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

xxxiii.No Conflict with Money Laundering Laws.  The operations of the Issuer and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Issuer, threatened.

xxxiv.No Conflict with OFAC Laws.  Neither the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Issuer will not knowingly directly or indirectly use the proceeds of the offering, or knowingly lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Any certificate signed by an officer of the Issuer and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Issuer to each Underwriter as to the matters set forth therein.

SECTION 2.  Purchase, Sale and Delivery of the Securities.

(a)  Purchase and Sale of the Firm Shares.  The Issuer agrees to issue and sell to the several Underwriters the Firm Shares upon the terms set forth herein.  On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Issuer the respective number of Firm Shares set forth opposite their names on Schedule A.  The purchase price per Firm Share to be paid by the several Underwriters to the Issuer shall be $10.505 per share.

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(b)  The Closing Date.  Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York  10019, at 10 A.M. New York City time on June 24, 2009 or such other later date not more than three business days after such date as the Representativesshall designate by notice to the Issuer (the time and date of such closing are called the “Closing Date”).  Immediately following the Closing Date, the Issuer shall cause its transfer agent to enter the transfers of Securities in the Issuer ‘s register of members.

(c)  The Optional Shares; the Subsequent Closing Date.  In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Issuer hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 5,775,000 Optional Shares from the Issuer at the purchase price per share to be paid by the Underwriters for the Firm Shares.  The option granted hereunder may be exercised at any time and from time to time upon notice by the Representativesto the Issuer, which notice may be given at any time within 30 days from the date of this Agreement.  Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term “Closing Date” shall refer to the time and date of delivery of certificates for the Firm Shares and the Optional Shares).  Each time and date of delivery, if subsequent to the Closing Date, is called a “Subsequent Closing Date” and shall be determined by the Representativesand shall not be earlier than three nor later than five full business days after delivery of such notice of exercise.  If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representativesmay determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares.

(d) Public Offering of the Securities.  The Representatives hereby advises the Issuer that the Underwriters intend to offer for sale to the public and WLR, as described in the Prospectus, their respective portions of the Securities as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

(e)  Payment for the Securities.  Payment for the Securities shall be made on the Closing Date (and, if applicable, at any Subsequent Closing Date) by wire transfer of immediately available funds to the order of the Issuer.

It is understood that the Representatives have been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase.  MLPFS, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date or any Subsequent Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

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(f)  Delivery of the Securities.  The Securities to be purchased by the Underwriters hereunder, in definitive form and in such authorized denominations and registered in such names as the Underwriters may request, upon at least forty-eight hours’ prior notice to the Issuer, shall be delivered together with instruments of transfer by or on behalf of the Issuer to the Issuer’s transfer agent and in turn to the Underwriters, through the facilities of The Depository Trust Company (the “DTC”), for the account of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Issuer to the Underwriters at least forty-eight hours in advance.  The Issuer will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Date with respect thereto at the office of DTC or its designated custodian.

(g)  Delivery of Prospectuses to the Underwriters.  Not later than 10:00 a.m. on the second business day following the date the Securities are first released by the Underwriters for sale to the public, the Issuer shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall request.

SECTION 3.  Covenants of the Issuer.

The Issuer covenants and agrees with each Underwriter as follows:

(i)  Review of Proposed Amendments and Supplements.  During the period beginning at the Applicable Time and ending on the later of the Closing Date or such date, as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales by an Underwriter or a dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, the Disclosure Package or the Prospectus (including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act), the Issuer shall furnish to the Representatives for review a copy of each such proposed amendment or supplement, and the Issuer shall not file or use any such proposed amendment or supplement to which the Representativesreasonably object.  The Representativesshall provide notice to the Issuer if the Prospectus Delivery Period has not ended on the date of the Closing Date, and upon such later date as the Prospectus Delivery Period has ended.

(ii)  Securities Act Compliance.  After the date of this Agreement, the Issuer shall promptly advise the Representativesin writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any

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proceedings for any of such purposes.  The Issuer shall use its best efforts to prevent the issuance of any such stop order or prevention or suspension of such use.  If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Issuer will use its best efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use its best efforts to have such new registration statement declared effective as soon as practicable.  Additionally, the Issuer agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Issuer under such Rule 424(b) were received in a timely manner by the Commission.

(iii)  Exchange Act Compliance.  The Issuer, during the Prospectus Delivery Period, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.

(iv)  Amendments and Supplements to the Registration Statement, Prospectus and Other Securities Act Matters.  If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in the Disclosure Package or the Prospectus, in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if in the opinion of the Representativesit is otherwise necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in the Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with law, including in connection with the delivery of the Prospectus, the Issuer agrees to (i) notify the Representativesof any such event or condition and (ii) promptly prepare (subject to Section 3(i) hereof), file with the Commission (and use its best efforts to have any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish at its own expense to the Underwriters and to dealers, amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading or so that the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented, will comply with law.

(v)  Permitted Free Writing Prospectuses.  The Issuer represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter represents that it has not made, and agrees that, unless it obtains the prior written consent of the Issuer, it will not make, in each case, any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Issuer with the Commission or retained by the Issuer under Rule 433 of the Securities

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Act; provided that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto.  Any such free writing prospectus consented to by the Representativesis hereinafter referred to as a “Permitted Free Writing Prospectus.”  The Issuer agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.  The Issuer consents to the use by the Underwriters of a free writing prospectus that (a) is not an Issuer Free Writing Prospectus, and (b) contains only (i) information describing the price of the Securities or their offering or (ii) information permitted by Rule 134 under the Securities Act.

(vi)  Copies of the Disclosure Package and the Prospectus.  The Issuer agrees to furnish the Representatives, without charge, during the Prospectus Delivery Period, as many copies of the Disclosure Package and the Prospectus and any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Representatives may request.

(vii)  Copies of the Registration Statement.  The Issuer will furnish to the Representatives and counsel for the Underwriters signed copies of the Registration Statement (including exhibits thereto).

(viii)  Blue Sky Compliance.  The Issuer shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial Securities laws or other foreign laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities.  The Issuer shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject.  The Issuer will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Issuer shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(ix)  Use of Proceeds.  The Issuer shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption “Use of Proceeds” in the Disclosure Package and the Prospectus.

(x)  Earnings Statement.  As soon as practicable, the Issuer will make generally available to its security holders and to the Representatives an earnings statement (which need not be audited) covering the twelve-month period beginning with the first fiscal quarter of the Issuer ending after the effective date of the Registration Statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

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(xi)  Agreement Not to Offer or Sell Additional Securities.  During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Issuer will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares or securities that are convertible into or exchangeable for Common Shares (other than the Securities, the Equity Units to be issued in the concurrent Equity Units Offering and the issuance of awards pursuant to employee benefit plans outstanding as of the date hereof and issuances of Common Shares upon exercise of any such awards); provided that the foregoing shall not prohibit the Issuer from (i) complying with the registration rights under the Investment Agreement, and (ii) issuing up to 44,567,901 Common Shares to Dexia Holdings, Inc. under the SPA and filing a registration statement on Form S-3 to register such Common Shares pursuant to Section 6.18 of the SPA.

(xii)  Future Reports to the Underwriters.  During the period of one year hereafter the Issuer will furnish to the Representatives: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Issuer containing the balance sheet of the Issuer as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Issuer’s independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Issuer with the Commission, the Financial Industry Regulatory Authority (the “FINRA”) or any securities exchange; and (iii) as soon as available, copies of any report or communication of the Issuer mailed generally to holders of its capital stock; provided that no such reports need be furnished to the extent they are filed with the Commission and available through the Commission’s EDGAR website.

(xiii)  No Manipulation of Price.  The Issuer will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities of the Issuer to facilitate the sale or resale of the Securities.

(xiv) Listing.  The Issuer agrees that it will use its best efforts to effect the listing of the Securities, prior to the relevant Time of Delivery, on the New York Stock Exchange.

The Representatives, on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Issuer of any one or more of the foregoing covenants or extend the time for their performance.

SECTION 4.  Payment of Expenses.  The Issuer covenants and agrees with the Underwriters that the Issuer will pay or cause to be paid: (i) the cost of preparing stock certificates; (ii) the cost and charges of any transfer agent or registrar; (iii) the fees, disbursements and expenses of its counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement,

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any preliminary prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (iv) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (v) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 3(viii) hereof, including the properly documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky survey (such fees and disbursements not to exceed $10,000); (vi) the filing fees incident to, and the properly documented fees and disbursements of counsel for the Underwriter in connection with, securing any required review by the FINRA of the terms of the sale of the Securities; (vii) all expenses (other than underwriting discounts and commissions) and taxes incident to the sale and delivery of the Securities to be sold by the Issuer to the Underwriters hereunder; (viii) the fees and expenses associated with listing of the Securities on the New York Stock Exchange, and (ix) all other costs and expenses incident to the performance of the Issuer’s obligations hereunder which are not otherwise specifically provided for in this section.  It is understood, however, that, except as provided in this Section and Sections 6, 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of its counsel, stock transfer taxes on resale of any of the Securities by it, and any advertising expenses connected with any offers it may make.

SECTION 5.  Conditions of the Obligations of the Underwriters.  The obligations of the several Underwriters to purchase and pay for the Securities as provided herein on the Closing Date, and, with respect to the Optional Shares, any Subsequent Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Issuer set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made, and, with respect to the Optional Shares, any Subsequent Closing Date, to the accuracy of the statements of the Issuer made in any certificates pursuant to the provisions hereof, to the timely performance by the Issuer of its covenants and other obligations hereunder, and to each of the following additional conditions:

(a)  Accountants’ Comfort Letter for the Issuer.  On the date hereof, the Representatives shall have received from PricewaterhouseCoopers LLP, independent public accountants for the Issuer, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Underwriters, containing statements and information of the type customarily included in accountants “comfort letters” to underwriters with respect to the financial information contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.

(b)  Accountants’ Comfort Letter for Financial Security Assurance Holdings Ltd.  On the date hereof, the Representatives shall have received from PricewaterhouseCoopers LLP, independent public accountants for Financial Security Assurance Holdings Ltd. (“FSAH”), a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Underwriters, containing statements and information of the type customarily included in accountants “comfort letters” to underwriters with respect to the financial information contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.

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(c)  Compliance with Registration Requirements; No Stop Order.  For the period from the Execution Time to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:

(i)  the Issuer shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Issuer shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;

(ii)  the Final Term Sheet and any material required to be filed by the Issuer pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433; and

(iii)  no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.

(d)  No Material Adverse Change or Ratings Agency Change.  For the period from the Execution Time to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date:

(i)  in the judgment of the Representativesthere shall not have occurred any Material Adverse Change;

(ii)  there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Disclosure Package and the Prospectus; and

(iii)  there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of or guaranteed by the Issuer or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

(e)  Opinion of Counsel for the Issuer.  On the Closing Date and any Subsequent Closing Date, the Representatives shall have received a favorable opinion from each of the following, dated as of the Closing Date:

(i)Mayer Brown LLP, U.S. counsel for the Issuer, the form of which opinion is attached as Exhibit A;

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(ii)Conyers Dill & Pearman, special Bermuda counsel for the Issuer, the form of which opinion is attached as Exhibit B; and

(iii)James M. Michener, Esq., general counsel of the Issuer, the form of which opinion is attached as Exhibit C.

(f)  Opinion of Counsel for the Underwriters.  On the Closing Date and any Subsequent Closing Date, the Representatives shall have received the favorable opinion of Dewey & LeBoeuf LLP, counsel for the Underwriters, dated as of such Closing Date or Subsequent Closing Date, in form and substance satisfactory to, and addressed to, the Representatives, with respect to the Registration Statement, the Prospectus (together with any supplement thereto), the Disclosure Package and other related matters as the Representatives may reasonably require, and the Issuer shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(g)  Officers’ Certificate.  On the Closing Date and any Subsequent Closing Date, the Representatives shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of the Issuer and the Chief Financial Officer or Chief Accounting Officer of the Issuer, dated as of such Closing Date or Subsequent Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, the Disclosure Package and any amendment or supplement thereto and this Agreement, to the effect set forth in subsections (c) and (d)(iii) of this Section 5, and further to the effect that:

(i)  for the period from the Execution Time to such Closing Date or Subsequent Closing Date, there has not occurred any Material Adverse Change;

(ii)  the representations, warranties and covenants of the Issuer set forth in Section 1 of this Agreement are true and correct on and as of such Closing Date or Subsequent Closing Date with the same force and effect as though expressly made on and as of such Closing Date or Subsequent Closing Date; and

(iii)  the Issuer has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date or Subsequent Closing Date.

(h)  Bring-down Comfort Letters.  On the Closing Date and any Subsequent Closing Date, the Representatives shall have received from PricewaterhouseCoopers LLP, independent public accountants for the Issuer and FSAH, letters dated such date, in form and substance satisfactory to the Representatives, to the effect that they reaffirm the statements made in the letters furnished by them pursuant to subsections (a) and (b) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to such Closing Date or Subsequent Closing Date.

(i)  Lock-Up Agreement from Certain Shareholders of the Issuer.  On or prior to the date hereof, the Issuer shall have furnished to MLPFS an agreement in the form of Exhibit D hereto from each executive officer and director of the Issuer, an agreement in the form of Exhibit E hereto from ACE Bermuda Insurance Ltd. and an agreement in the form of Exhibit F hereto from WLR,

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and each such agreement shall be in full force and effect on the Closing Date and any Subsequent Closing Date.

(j)  Listing of Shares.  The Securities shall have been listed and admitted and authorized for trading on the  New York Stock Exchange, and satisfactory evidence of such actions shall have been provided to the Representatives.

(k)  Additional Documents.  On or before the Closing Date and any Subsequent Closing Date, the Representatives and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representativesby notice to the Issuer at any time on or prior to the Closing Date and, with respect to the Optional Shares, at any time prior to the applicable Subsequent Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 7, Section 8 and Section 17 shall at all times be effective and shall survive such termination.

SECTION 6.  Reimbursement of Underwriters’ Expenses.  If this Agreement is terminated by the Underwriters pursuant to Section 5 or Section 10, or if the sale to the Underwriters of the Securities on the Closing Date or any Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of the Issuer to perform any agreement herein or to comply with any provision hereof, the Issuer agrees to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

SECTION 7.  Indemnification.

(a)  Indemnification of the Underwriters.  The Issuer agrees to indemnify and hold harmless each Underwriter, its directors, officers, partners, employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, partner, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing

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Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”) or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, partners, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, partners, employees, agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuer by the Underwriters through the Representativesexpressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

(b)  Indemnification of the Issuer, its Directors and Officers.  Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Issuer or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any Non-IFWP Road Show, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Issuer by the Representativesexpressly for use therein; and to reimburse the Issuer or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Issuer or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.  The Issuer hereby acknowledges that the only information that the Underwriters have furnished to the Issuer expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show are the statements set forth in the second paragraph, the fourth paragraph and the third and fourth sentences of the fifth paragraph under the caption “Underwriting” in the

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Prospectus.  The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

(c)  Notifications and Other Indemnification Procedures.  Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any liability other than the indemnification obligation provided in paragraph (a) or (b) above.  In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party; provided, however, such indemnified party shall have the right to employ its own counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless:  (i) the employment of such counsel has been specifically authorized by the indemnifying party; (ii) the indemnifying party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the indemnified party; or (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party or any affiliate of the indemnifying party, and such indemnified party shall have reasonably concluded that either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party or such affiliate of the indemnifying party or (y) a conflict may exist between such indemnified party and the indemnifying party or such affiliate of the indemnifying party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to a single firm of local counsel) for all such indemnified parties, which firm shall be designated in writing by the Underwriters and that all such reasonable fees and expenses shall be reimbursed as they are incurred).

(d)  Settlements.  The indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or

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consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

SECTION 8.  Contribution.  If the indemnification provided for in Section 7 is for any reason unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative benefits received by the Issuer, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Issuer, and the total underwriting discount received by the Underwriters, in each case as set forth on the front cover of the Prospectus bear to the aggregate initial public offering price of the Securities as set forth on such cover.  The relative fault of the Issuer, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuer, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7(c), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.  The provisions set forth in Section 7(c) with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 8; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 7(c) for purposes of indemnification.

The Issuer and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8.

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Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by such Underwriter in connection with the Securities underwritten by it and distributed to the public.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute pursuant to this Section 8 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their names in Schedule A.  For purposes of this Section 8, each director, officer, employee and agent of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Issuer, each officer of the Issuer who signed the Registration Statement and each person, if any, who controls the Issuer within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Issuer.

SECTION 9.  Default of One or More of the Several Underwriters.  If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representativeswith the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on such date, and arrangements satisfactory to the Representativesand the Issuer for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 7 and Section 8 shall at all times be effective and shall survive such termination.  In any such case either the Representativesor the Issuer shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.

As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9.  Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

SECTION 10.  Termination of this Agreement.  Prior to the Closing Date and, with respect to the Optional Shares, any Subsequent Closing Date, this Agreement may be terminated by the Representativesby notice given to the Issuer if at any time (i) trading or quotation in any of the Issuer’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on the New York Stock Exchange shall have

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been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representativesis material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities.  Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Issuer shall be obligated to reimburse the expenses of the Underwriter pursuant to Sections 4 and 6 hereof or (b) any Underwriter to the Issuer.

SECTION 11.  No Advisory or Fiduciary Responsibility.  The Issuer acknowledges and agrees that (i) the purchase of the Securities by the Underwriters pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and the Underwriters, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except the obligations expressly set forth in this Agreement, (iv) the Issuer has consulted its own legal and financial advisors to the extent it deemed appropriate and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.  The Issuer agrees that it will not claim that any Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer, in connection with such transaction or the process leading thereto.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the several Underwriters, or any of them, with respect to the subject matter hereof.

SECTION 12.  Representations and Indemnities to Survive Delivery.  The respective indemnities, agreements, representations, warranties and other statements of the Issuer, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement (i) will remain operative and in full force and effect, regardless of any (A) investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or employees of any Underwriter or any person controlling such Underwriter, or the Issuer, the officers or employees of the Issuer, or any person controlling the Issuer, as the case may be or (B) acceptance of the Securities and payment for them hereunder and (ii) will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.

SECTION 13.  Notices.  All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

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If to the Representatives:

Merrill Lynch, Pierce, Fenner & Smith

                          Incorporated

One Bryant Park

New York,  NY  10036

Facsimile:  (212) 933-2217

Attention:  Syndicate Department

and

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Facsimile:  (212) 797-4561

Attention:  Ingo Hatzmann, LL.M.

with a copy to:

Merrill Lynch, Pierce, Fenner & Smith

                          Incorporated

One Bryant Park

New York, New York  10036

Facsimile:  (212) 548-8615

Attention:  ECM Legal

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

Facsimile: (212) 649-0999

Attention: Michael Groll, Esq.

If to the Issuer:

Assured Guaranty Ltd.

30 Woodbourne Avenue

Hamilton, HM 08 Bermuda 

Facsimile:  (441) 296-1083

Attention:  General Counsel

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With a copy to:

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

Facsimile:  (312) 701-7711

Attention: Edward S. Best, Esq.

Any party hereto may change the address for receipt of communications by giving written notice to the others.

SECTION 14.  Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to Section 9 hereof, and to the benefit of (i) the Issuer, its directors, any person who controls the Issuer within the meaning of the Securities Act and the Exchange Act and any officer of the Issuer who signs the Registration Statement, (ii) the Underwriters, the officers, directors, employees and agents of the Underwriters, and each person, if any, who controls the Underwriters within the meaning of the Securities Act and the Exchange Act, and (iii) the respective successors and assigns of any of the above, all as and to the extent  provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement.  The term “successors and assigns” shall not include a purchaser of any of the Securities from the any of the several Underwriters merely because of such purchase.

SECTION 15.  Partial Unenforceability.  The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof.  If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 16.  Governing Law Provisions.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

(a)  Consent to Jurisdicion.  Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan, or the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan  (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding.  Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court.  The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.  The Issuer has irrevocably

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appointed Assured Guaranty US Holdings Inc., 1325 Avenue of the Americas, New York, New York 10019 as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York.

(b)  Waiver of Immunity.  With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

SECTION 17.  General Provisions.  This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.  This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.  The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 7 and the contribution provisions of Section 8, and is fully informed regarding said provisions.  Each of the parties hereto further acknowledges that the provisions of Sections 7 and 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Issuer, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Issuer the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

ASSURED GUARANTY LTD.

By:

Name:

Title:

The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written.

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

By:	/s/ Robert Giammarco
Name:	Robert Giammarco
Title:	Managing Director

DEUTSCHE BANK SECURITIES INC.

By:	/s/ Brad Miller
Name:	Brad Miller
Title:	Managing Director
By:	/s/ John Reed
Name:	John Reed
Title:	Director

SCHEDULE A

Underwriters	Number of Firm Shares to be Purchased
Merrill Lynch, Pierce, Fenner & Smith Incorporated	21,175,000
Deutsche Bank Securities Inc.	5,775,000
Wachovia Capital Markets, LLC	1,732,500
KeyBanc Capital Markets Inc.	1,540,000
UBS Securities LLC	1,251,250
PNC Capital Markets LLC	1,251,250
Piper Jaffray & Co.	1,251,250
Keefe, Bruyette & Woods, Inc.	1,251,250
Sandler O’Neill & Partners, L.P.	1,251,250
Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC	1,251,250
Samuel A. Ramirez & Company, Inc.	770,000
Total	38,500,000

SCHEDULE B

Schedule of Free Writing Prospectuses included in the Disclosure Package

Free Writing Prospectus dated June 18, 2009 containing the Term Sheet

Free Writing Prospectus dated June 18, 2009 containing Pricing Press Release

SCHEDULE C

Final Term Sheet

Term Sheet	Filed pursuant to Rule 433
dated June 18, 2009	Registration File No. 333-152892
	Supplementing the Preliminary
	Prospectus Supplements
	dated June 16, 2009
	(To Prospectus dated June 16, 2009)

Concurrent Offering of

Assured Guaranty Ltd.

38,500,000 Common Shares, par value $0.01 per share

(the “Common Share Offering”)

and

Assured Guaranty Ltd.

Assured Guaranty US Holdings Inc.

3,000,000 Equity Units

(Initially Consisting of 3,000,000 Corporate Units)

(the “Equity Units Offering”)

The information in this pricing term sheet relates only to the Common Share Offering and Equity Units Offering and should be read together with (i) the preliminary prospectus supplement dated June 16, 2009 relating to the Common Share Offering, including the documents incorporated by reference therein, (ii) the preliminary prospectus supplement dated June 16, 2009 relating to the Equity Units Offering, including the documents incorporated by reference therein, and (iii) the related base prospectus dated June 15, 2009, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, Registration Statement No. 333-152892.

Company Name:	Assured Guaranty Ltd., a Bermuda company (“AGO”)
Ticker / Exchange for Common Shares :	AGO / The New York Stock Exchange (“NYSE”)
Trade Date:	June 18, 2009
Settlement Date:	June 24, 2009
Common Share Offering
Title of Securities:	Common shares, par value $0.01 per share, of AGO
Registration format:	SEC Registered
Shares Offered and Sold:	38,500,000 (or a total of 44,275,000 if the underwriters exercise in full their option to purchase up to 5,775,000 additional common shares of AGO)
Overallotment Option:	5,775,000 common shares of AGO

Public Offering Price:	$11.00 per share / approximately $423,500,000 million total (excluding the underwriters’ option to purchase up to 5,775,000 additional common shares of AGO)
Proceeds, before expenses, to AGO:	$404,442,500 million (excluding the underwriters’ option to purchase up to 5,775,000 additional common shares of AGO)
Use of Proceeds:	AGO intends to use $363.8 million of the net proceeds of the Common Share Offering to pay the cash purchase price for the acquisition of Financial Security Assurance Holdings Ltd. (the “Acquisition”). AGO intends to use the remaining net proceeds from the Common Share Offering and the net proceeds from the Equity Units Offering to pay cash in lieu of Assured common shares, including Excess Shares, that AGO would otherwise deliver as part of the purchase price for the Acquisition.
Joint Book-Running Managers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc
Co-Managers:	Wachovia Capital Markets, LLC KeyBanc Capital Markets Inc. UBS Securities LLC PNC Capital Markets LLC Piper Jaffray & Co. Keefe, Bruyette & Woods, Inc. Sandler O’Neill & Partners, L.P. Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC Samuel A. Ramirez & Company, Inc.
Equity Units Offering
Title of Securities:	Equity Units (initially in the form of Corporate Units)
Registration format:	SEC Registered
Aggregate Offering Amount:	$150.0 million (or a total of $172.5 million if the underwriters exercise in full their option to purchase up to 450,000 additional Corporate Units)
Overallotment Option:	$22.5 million
Stated Amount per Equity Unit:	$50
Proceeds, before expenses, to AGO:	$145.5 million (excluding underwriters option to purchase up to 450,000 additional Corporate Units)
Total Distribution Rate:	8.50%
Reference Price:	$11.00 per common share of AGO, the Public Offering Price per share in the Common Share Offering

Threshold Appreciation Price:	$12.93, a 17.5% appreciation over the Reference Price
Minimum Settlement Rate (as defined):	3.8685 shares of AGO common stock (subject to adjustment)
Maximum Settlement Rate (as defined):	4.5455 shares of AGO common stock (subject to adjustment)
Purchase Contract Settlement Date:	June 1, 2012
Note Issuer:	Assured Guaranty US Holdings Inc. (“AGUSH,” and together with AGO, the “Issuers”)
Note Guarantor:	AGO
Note Coupon:	8.50%
Note Maturity Date:	June 1, 2014, unless the notes have been previously redeemed in connection with a special event redemption or the maturity date has been modified upon a successful remarketing
Note Coupon Payment Dates:	March 1, June 1, September 1 and December 1
First Note Coupon:	September 1, 2009
Early Remarketing:	AGUSH may, at its option, elect to remarket the notes underlying the Corporate Units on any remarketing date occurring during the period beginning on December 1, 2011 and ending on May 1, 2012, unless the notes have been previously redeemed in connection with a special event redemption or have been previously successfully remarketed.
Final Remarketing Period:	May 24, 2012 to May 29, 2012
Additional Notes:	The Issuers may, without notice to or the consent of the then existing holders of the notes, issue additional notes ranking equally and ratably with the notes in all respects except for the issue price, issue date and the payment of interest accruing prior to the issue date of the additional notes or the first payment of interest following the issue date of the additional notes. The additional notes will be consolidated and form a single series with the notes offered in this offering and will have the same terms as to status, redemption or otherwise as the notes offered in this offering.
Use of Proceeds:	AGO intends to use $363.8 million of the net proceeds of the concurrent Common Share Offering to pay the cash purchase price for the Acquisition. AGO intends to use the remaining net proceeds from the Common Share Offering and the net proceeds from the Equity Units Offering to pay cash in lieu of Assured common shares, including Excess Shares, that AGO would

	otherwise deliver as part of the purchase price for the Acquisition.
	AGO currently intends to use the proceeds from the settlement of the purchase contracts to repay debt as soon as practicable following such settlement, and AGO has agreed not to use such proceeds to repurchase AGO’s common shares.
CUSIP for the Corporate Units:	G0585R 122
ISIN for the Corporate Units:	BMG0585R1227
CUSIP for the Treasury Units:	G0585R 114
ISIN for the Treasury Units:	BMG0585R1144
CUSIP for the Notes:	04621W AB6
ISIN for the Notes:	US04621WAB63
Allocation of the Purchase Price:	At the time of issuance, the fair market value of the applicable ownership interest in the notes will be $49.19 (or 98.4% of the issue price of a Corporate Unit) and the fair market value of each purchase contract will be $0.81 (or 1.6% of the issue price of a Corporate Unit).
Comparable Yield on the Notes:	10.1%
Book-Running Manager:	Merrill Lynch, Pierce, Fenner & Smith Incorporated
Co-Manager:	Citigroup Global Markets Inc.
Creating Treasury Units:	As described in the preliminary prospectus supplement, if the Treasury portfolio has replaced the notes underlying the Corporate Units, holders of Corporate Units will have the right, at any time on or prior to the second business day immediately preceding the purchase contract settlement date, to substitute Treasury securities for the applicable ownership interests in the Treasury portfolio underlying the Corporate Unit, but holders of Corporate Units can only make this substitution in integral multiples of 16,000 Corporate Units (or such other number of Corporate Units as may be determined by the remarketing agent upon a successful remarketing of notes if the reset effective date is not a regular quarterly interest payment date).
Recreating Corporate Units:	As described in the preliminary prospectus supplement, if the Treasury portfolio has replaced the notes underlying the Corporate Units, holders of Treasury Units will have the right, at any time on or prior to the second business day immediately preceding the purchase contract settlement date, to substitute the

	applicable ownership interests in the Treasury portfolio for the Treasury securities that were a component of the Treasury Units, but holders of Treasury Units can only make this substitution in integral multiples of 16,000 Treasury Units (or such other number of Treasury Units as may be determined by the remarketing agent upon a successful remarketing of notes if the reset effective date is not a regular quarterly interest payment date).
Early Settlement:	A purchase contract can be settled for cash prior to the purchase contract settlement date at a settlement rate of 3.8685 shares per Equity Unit.
Early Settlement Upon a Fundamental Change:	Upon the occurrence of a fundamental change (as defined), a holder of a purchase contract will have the right to accelerate and settle such purchase contract early at the “fundamental change settlement rate,” which will depend on the share price in such fundamental change and the date such fundamental change occurs.
	The following table sets forth the hypothetical common share price and the fundamental change settlement rate per Stated Amount of Equity Units:

Stock		Effective Date
Price		June 24, 2009	June 1, 2010	June 1, 2011	June 1, 2012
$	6.00	5.6343	5.3504	5.0133	4.5455
$	8.00	5.0413	4.8692	4.7094	4.5455
$	10.00	4.6717	4.5278	4.4041	4.5455
$	11.00	4.5476	4.4079	4.2794	4.5455
$	12.00	4.4535	4.3172	4.1829	4.1667
$	12.93	4.3872	4.2549	4.1185	3.8685
$	15.00	4.2896	4.1691	4.0413	3.8685
$	17.50	4.2272	4.1231	4.0138	3.8685
$	20.00	4.1933	4.1031	4.0065	3.8685
$	25.00	4.1548	4.0810	3.9930	3.8685
$	30.00	4.1266	4.0603	3.9766	3.8685
$	40.00	4.0794	4.0221	3.9508	3.8685
$	50.00	4.0432	3.9936	3.9344	3.8685
$	60.00	4.0163	3.9734	3.9235	3.8685
$	75.00	3.9878	3.9526	3.9125	3.8685
$	100.00	3.9583	3.9316	3.9015	3.8685

The exact share prices and effective dates may not be set forth in the table above, in which case

·If the share price is between two share price amounts in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line

interpolation between the number of shares set forth for the higher and lower share price amounts and the earlier and later effective dates, as applicable, based on a 365-day year.

·If the share price is greater than $100.00 per share (subject to adjustment), the fundamental change early settlement rate will be the minimum settlement rate.

·If the share price is less than $6.00 per share (subject to adjustment), the fundamental change early settlement rate will be the maximum settlement rate.

The Issuers have filed with the Securities and Exchange Commission, or SEC, a registration statement (including a prospectus dated June 16, 2009) for the Common Shares Offering and Equity Units Offering and a preliminary prospectus supplement dated June 16, 2009 for the Equity Units Offering, and Assured Guaranty Ltd. filed a preliminary prospectus supplement dated June 16, 2009 for the Common Share Offering.  Before you invest, you should read the relevant prospectus supplement, the accompanying prospectus and other documents the Issuers have filed with the SEC for more complete information about the Issuers and these offerings. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained by calling Merrill, Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-866-500-5408 (for Equity Units Offering and Common Share Offering); or Deutsche Bank Securities Inc. toll free at 1-800-503-4611 (for Common Share Offering).

This communication should be read in conjunction with the preliminary prospectus supplements dated June 16, 2009 and the accompanying prospectus. The information in this communication supersedes the information in the relevant preliminary prospectus supplement and the accompanying prospectus to the extent inconsistent with the information in such preliminary prospectus supplement and the accompanying prospectus.

EXHIBIT A

[Form of Opinion of Counsel for the Issuer]

Opinion of counsel for the Issuer to be delivered pursuant to Section 5(e)(i) of the Underwriting Agreement.

References to the Prospectus in this Exhibit A include any supplements thereto at the Closing Date.

(i) The compliance by the Issuer with all of the provisions of this Agreement and the consummation of the transactions contemplated herein, including, but not limited to, the issuance and sale of the Securities, will not conflict with or result in a breach or violation of (A) any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed as an exhibit to or incorporated by reference as an exhibit to the Issuer’s most recent Annual Report on Form 10-K or any subsequent Current Report on Form 8-K or Quarterly Report on Form 10-Q, (B) any United States federal or New York State statute which, in such counsel’s opinion, based on our experience, are normally applicable to transactions of the type contemplated by this Agreement (“United States Applicable Laws”), except that such counsel need not express any opinion with respect to state securities laws, or (C) any order, rule or regulation known to such counsel following inquiry of the Issuer’s management of any United States federal or New York State court or governmental agency or body having jurisdiction over the Issuer or any of its subsidiaries or any of their properties, except for such violations that would not reasonably be expected to have a Material Adverse Effect;

(ii) based upon such counsel’s review of the United States Applicable Laws, no consent, approval, authorization, order, registration or qualification of or with any United States federal or New York state court or governmental agency or body is required for the sale of the Securities or the consummation by the Issuer of the transactions contemplated by this Agreement, except for (i) the registration under the Act of the Securities, (ii) such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters and (iii) any consent, approval, authorization, order, registration or qualification that may be applicable as a result of the involvement of any parties (other than the Issuer) in the transactions contemplated by this Agreement or because of such parties’ legal or regulatory status or because of any other facts specifically pertaining to such parties;

(iii) each of AGC, Assured Guaranty U.S. Holdings, Inc. and Assured Guaranty Overseas US Holdings, Inc., (collectively the “U.S. Subsidiaries”) is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of share capital of each such subsidiary (except for directors’ qualifying shares) are owned directly or indirectly by the Issuer, free and clear of all liens, encumbrances, equities or claims;

(iv) the statements set forth in the Disclosure Package and the Prospectus under the caption “Description of Assured Guaranty Share Capital—Differences in Corporate Law,” insofar as they purport to constitute a summary of the terms of Delaware law are accurate, complete and fair;

(v) the discussion contained or incorporated by reference in the Disclosure Package and the Prospectus under the caption “Material Tax Considerations—United States Taxation” constitutes, in all material respects, a fair and accurate summary of (i) the U.S. federal income tax considerations relating to Assured Guaranty and its direct and indirect subsidiaries and (ii) the U.S. federal income tax considerations relating to the ownership of the Securities by U.S. Persons (as defined in the Prospectus) that are not otherwise excepted in the Disclosure Package and the Prospectus and who acquire Securities in the offering described in the Disclosure Package and the Prospectus;

(vi) the Issuer is not and, after giving effect to the offering and sale of the Securities, will not be required to register as an “investment company”, under the Investment Company Act;

(vii) each document filed pursuant to the Exchange Act (other than the financial statements and supporting schedules included therein, as to which no opinion need be rendered) and incorporated or deemed to be incorporated by reference in the Disclosure Package and the Prospectus, when it was filed with the Commission, appeared on its face to be appropriately responsive in all material respects to the requirements for such document under the Exchange Act and the rules and regulations of the Commission thereunder; and

(viii) the Registration Statement, the Prospectus and each amendment or supplement to the Registration Statement and the Prospectus, as of their respective effective or issue dates (other than the financial statements and supporting schedules included in or in exhibits to or excluded from the Registration Statement, as to which no opinion need be rendered) appeared on their face to be appropriately responsive in all material respects to the requirements for such documents under the Securities Act and the rules and regulations of the Commission thereunder.

In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Issuer, representatives of the independent public or certified public accountants for the Issuer and representatives of the Underwriters at which the contents of the Registration Statement, the Disclosure Package and the Prospectus, and any supplements or amendments thereto, and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus including the documents incorporated by reference therein (other than as specified above), and any supplements or amendments thereto, on the basis of the foregoing, nothing came to their attention that caused them to believe that (i) either the Registration Statement or any amendments thereto, at the most recent time of effectiveness with respect to the Underwriters as determined pursuant to Rule 430B, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; (ii) the Prospectus, as of its date or at the Closing Date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading (it being understood that such counsel need express no belief as to the financial statements or schedules or other financial data derived therefrom,

included or incorporated by reference in the Registration Statement, the Prospectus, the Disclosure Package or any amendments or supplements thereto).

In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.

EXHIBIT B

[Form of Opinion of Bermuda Counsel for the Issuer]

Opinion of Bermuda counsel for the Issuer to be delivered pursuant to Section 5(e)(ii) of the Underwriting Agreement.

References to the Prospectus in this Exhibit B include any supplements thereto at the Closing Date.

(i) the Issuer is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda);

(ii) the Issuer has the necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and the necessary corporate power to conduct its business as a holding company as so described in the Disclosure Package and the Prospectus.  The execution and delivery of this Agreement by the Issuer and the performance by the Issuer of its obligations hereunder will not violate the memorandum of association or bye-laws of the Issuer nor any applicable law, regulation, order or decree in Bermuda;

(iii) based solely upon a review of a copy of the register of members of the Issuer, certified by the Secretary of the Issuer on a specified date, the issued share capital of the Issuer consists of [ ] common shares par value $0.01, each of which is validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof);

(iv) the Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Issuer pursuant to this Agreement against payment of the consideration set forth therein, will be validly issued, fully paid and nonassessable;

(v) the form of the Share Certificate conforms to the requirements of Bermuda law;

(vi) based solely upon a review of the Memorandum of Association and the Certificate of Deposit of Memorandum of Increase of Share Capital, the authorized share capital of the Issuer is $5,000,000, divided into 500,000,000 shares of par value $0.01 each;

(vii) each of the Bermuda Subsidiaries is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda) and has the necessary corporate power and authority to conduct its business as described in the Disclosure Package and the Prospectus;

(viii) the Issuer has taken all corporate action required to authorise its execution, delivery and performance of this Agreement.  This Agreement has been duly executed by or on behalf of

the Issuer, and, when delivered, constitutes the valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with the terms thereof;

(ix) no order, consent, approval, licence, authorisation or validation of, filing with or exemption by any government or public body or authority of Bermuda or any sub-division thereof is required to authorise or is required in connection with the authorization, execution or filing of the Registration Statement, or the execution, delivery, performance and enforcement of this Agreement, except such as have been duly obtained or filed in accordance with Bermuda law;

(x) based solely upon a review of copies of the Certificates of Registration issued to each of the Bermuda Subsidiaries by the Bermuda Monetary Authority pursuant to the Insurance Act 1978 of Bermuda, (the “Insurance Act”) and the Certificates of Compliance issued by the Bermuda Monetary Authority and the Registrar of Companies in Bermuda, each of the Bermuda Subsidiaries is registered in Bermuda under the Insurance Act to carry on long-term business, Assured Guaranty Re Ltd. (“AG Re”) is registered to carry on general business as a Class 3B insurer and Assured Guaranty Re Overseas Ltd. (“AGRO”) is registered to carry on general business as a Class 3A insurer in accordance with the provisions of the Insurance Act and the conditions attached to their respective registration licenses;

(xi) each of the Issuer and the Bermuda Subsidiaries has been designated as non-resident of Bermuda for the purposes of the Exchange Control Act, 1972 and, as such, are free to acquire, hold, transfer and sell foreign currency (including the payment of dividends or other distributions) and securities without restriction;

(xii) based solely upon a review of the copy of the register of members of AG Re on a specified date, certified by the Secretary of AG Re on as specified date, the issued share capital of AG Re consists of 1,377,587 common shares par value U.S.$1.00 each (the “AG Re Shareholding”) each of which is validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof) and the Issuer is the registered holder of the AG Re Shareholding;

(xiii) based solely upon a review of the copy of the register of members of AGRO on a specified date, certified by the Secretary of AGRO on a specified date, the issued share capital of AGRO consists of 1,000,000 common shares par value U.S.$1.00 each (the “AGRO Shareholding”) each of which is validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof) and Assured Guaranty Overseas US Holdings, Inc. is the registered holder of the AGRO Shareholding;

(xiv) the statements set forth in the Disclosure Package and the Prospectus under the captions “Description of Assured Guaranty Share Capital” and “Enforceability of Civil Liabilities Under United States Federal Securities Laws and Other Matters” and in the Disclosure Package and the Prospectus, to the extent they constitute statements of Bermuda law, are accurate in all material respects;

(xv) the discussion contained in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2008, under the captions “Part 1 — Item 1 — Business — Regulation —

Bermuda”, “Part 1 — Item 1 — Business — Tax Matters — Taxation of Assured Guaranty and Subsidiaries — Bermuda” and “Part 1 — Item 1 — Business — Taxation of Shareholders — Bermuda Taxation,” and in the Disclosure Package and the Prospectus under the caption “Material Tax Considerations—Bermuda Taxation,” and in the Registration Statement under the caption “Item 15 — Indemnification of Directors and Officers”, to the extent that they constitute a statement of the Bermuda law are accurate in all material respects;

(xvi) the Issuer, AG Re and AGRO have each received an assurance from the Minister of Finance under The Exempted Undertakings Tax Protection Act 1966 in Bermuda that in the event of there being enacted in Bermuda any legislation imposing tax computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to the Issuer, AG Re or AGRO or any of their operations or shares, debentures or other obligations of the Issuer, AG Re or AGRO, until 28 March 2016 (subject to certain provisos expressed in such assurance);

(xvii) the consummation of the transactions contemplated by this Agreement (including but not limited to any actions taken pursuant to the indemnification and contribution provisions contained in this Agreement) will not, subject to compliance with Section 39A(2A) of the Companies Act 1981, constitute unlawful financial assistance by the Issuer under Bermuda law;

(xviii) it is not necessary or desirable to ensure the enforceability in Bermuda of this Agreement that it be registered in any register kept by, or filed with, any governmental authority or regulatory body in Bermuda.  However, to the extent that this Agreement creates a charge over assets of the Issuer, it may be desirable to ensure the priority in Bermuda of the charge that it be registered in the Register of Charges in accordance with Section 55 of the Companies Act 1981.  On registration, to the extent that Bermuda law governs the priority of a charge, such charge will have priority in Bermuda over any unregistered charges created, and over any subsequently registered charges, in respect of the assets which are the subject of the charge.  A registration fee of $541 will be payable in respect of the registration. While there is no exhaustive definition of a charge under Bermuda law, a charge includes any interest created in property by way of security (including any mortgage, assignment, pledge, lien or hypothecation).  However, as this Agreement is governed by the laws of the State of New York (“New York Laws”), the question of whether it creates such an interest in property would be determined under the New York Laws;

(xix) this Agreement and the instruments of transfer transferring the Securities will not be subject to ad valorem stamp duty in Bermuda;

(xx) No stockholder of the Issuer or any other person has any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Issuer arising by operation of the Memorandum of Association or Bye-Laws of the Issuer or the law of the Islands of Bermuda;

(xxi) based solely upon a search of the Cause Book of the Supreme Court of Bermuda conducted at a specified time and date (which would not reveal details of proceedings which have been filed but not actually entered in the Cause Book at the time of our search), there are no judgments against the Issuer or the Bermuda Subsidiaries, nor any legal or governmental proceedings pending in Bermuda to which the Issuer or the Bermuda Subsidiaries is subject;

(xxii) based solely on a search of the public records in respect of the Issuer and the Bermuda Subsidiaries maintained at the offices of the Registrar of Companies at a specified time and date (which would not reveal details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of our search) and a search of the Cause Book of the Supreme Court of Bermuda conducted at a specified time and date (which would not reveal details of proceedings which have been filed but not actually entered in the Cause Book at the time of our search), no steps have been, or are being, taken in Bermuda for the appointment of a receiver or liquidator to, or for the winding-up, dissolution, reconstruction or reorganisation of, the Issuer or the Bermuda Subsidiaries, though it should be noted that the public files maintained by the Registrar of Companies do not reveal whether a winding-up petition or application to the Court for the appointment of a receiver has been presented and entries in the Cause Book may not specify the nature of the relevant proceedings;

(xxiii) the choice of New York laws as the governing law of this Agreement is a valid choice of law and would be recognised and given effect to in any action brought before a court of competent jurisdiction in Bermuda, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of Bermuda.  The submission in this Agreement to the non-exclusive jurisdiction of the New York Courts is valid and binding upon the Issuer; and

(xxiv) the courts of Bermuda would recognise as a valid judgment, a final and conclusive judgment in personam obtained in the New York Courts against the Issuer based upon this Agreement under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of Bermuda, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of Bermuda, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda and (f) there is due compliance with the correct procedures under the laws of Bermuda.

EXHIBIT C

[Form of Opinion of General Counsel for the Issuer]

Opinion of general counsel for the Issuer to be delivered pursuant to Section 5(e)(iii) of the Underwriting Agreement.

References to the Prospectus in this Exhibit C include any supplements thereto at the Closing Date.

(i) there are no legal or governmental proceedings pending or threatened against or affecting the Issuer or any of its subsidiaries or any of their respective assets or properties, that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus and are not so described nor is there any contract or other document that is required to be described in the Registration Statement, the Disclosure Package or Prospectus, or to be field as an exhibit to the Registration Statement, that is not so described or filed, as required;

(ii) none of the U.S. Subsidiaries is in violation of its Articles of Incorporation or By-laws or comparable organizational documents;

(iii) neither the Issuer nor any of the Bermuda Subsidiaries is in violation of its Memorandum of Association or Bye-laws;

(iv) no stockholder of the Issuer or any other person has any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Issuer under any contract, agreement or instrument to which the Issuer is a party other the rights of WLR under the Investment Agreement;

(v) the compliance by the Issuer with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not conflict with any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which it or any of its properties may be bound;

(vi) no consent, approval, authorization, order, registration or qualification of or with any Maryland state court or governmental agency or body is required for the sale of the Securities or the consummation by the Issuer of the transactions contemplated by this Agreement, except for (i) such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters and (ii) any consent, approval, authorization, order, registration or qualification that may be applicable as a result of the involvement of any parties (other than the Issuer) in the transactions contemplated by this Agreement or because of such parties’ legal or regulatory status or because of any other facts specifically pertaining to such parties; and

(vii) Assured Guaranty Corp. (“AGC”) has all necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from, and has made all declarations and filings with, all Maryland insurance regulatory authorities necessary to conduct

their respective businesses as described in the Disclosure Package and the Prospectus, and all of the foregoing are in full force and effect, except where the failure to have such authorizations, approvals, orders, consents, certificates, permits, registrations or qualifications, the failure to make such declarations and filings, or their failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

It is agreed and acknowledged that the opinion set forth in paragraph (v) above maybe rendered by counsel employed by the Issuer and working under the supervision of Mr. Michener.

EXHIBIT D

June [], 2009

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As Representative of the Several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park
New York, NY, 10036

Re:          Assured Guaranty Ltd. (the “Company”)

Ladies and Gentlemen:

The undersigned is an owner of record or beneficially of certain common shares, par value $0.01 per share, of the company (“Common Shares”) or securities convertible into or exchangeable or exercisable for Common Shares.  The Company proposes to carry out a public offering of Common Shares (the “Offering”) for which you will act as the representative of the underwriters.  The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company.  The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of) including the filing (or participation in the filing of) of a registration statement with the Securities and Exchange Commission in respect of, any Common Shares, options or warrants to acquire Common Shares, or securities exchangeable or exercisable for or convertible into Common Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the prospectus with respect to the offering (the “Lock-Up Period”); provided that the foregoing shall not apply to (i) transfers of

Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares as a bona fide gift or gifts; by will or intestate; to a trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned [for W. Ross agreement only: or to any or all of WLR Recovery Fund IV, L.P., WLR Recovery Fund III, L.P., WLR IV Parallel ESC, L.P. and/or WLR/GS Master Co-Investment, L.P.], provided that each transferee shall execute and deliver to the Representative a lock-up letter substantailly in the form of this letter and (B) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above).  In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares.

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned; provided that if the Offerings are not consummated prior to July 30, 2009, the undersigned shall be released from all obligations hereunder.

Printed Name of Holder
	By:
		Signature
Printed Name of Person Signing
(and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

EXHIBIT E

June [], 2009

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As Representative of the Several Underwriters

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, NY, 10036

Re:          Assured Guaranty Ltd. (the “Company”)

Ladies and Gentlemen:

The undersigned is an owner of record or beneficially of certain common shares, par value $0.01 per share (“Common Shares”) or securities convertible into or exchangeable or exercisable for Common Shares.  The Company proposes to carry out a public offering of Common Shares (the “Offering”) for which you will act as the representative of the underwriters.  The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company.  The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of) including the filing (or participation in the filing of) of a registration statement with the Securities and Exchange Commission in respect of, any Common Shares, options or warrants to acquire Common Shares, or securities exchangeable or exercisable for or convertible into Common Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing

through the close of trading on the date 45 days after the date of the prospectus with respect to the offering (the “Lock-Up Period”); provided that the undersigned may sell, offer to sell or contract to sell at least a majority of the common shares of the Company owned by the undersigned to a single purchaser during the Lock-Up Period (a “Private Sale”), so long as the purchaser executes and delivers to the Representative, concurrently with the execution and delivery of a definitive agreement relating to such Private Sale, a letter agreement in which such purchaser agrees to be agrees to be bound by the same restrictions set forth herein for the remainder of the Lock-Up Period.  In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares.

This agreement is irrevocable and will be binding on the undersigned and the respective successors and assigns of the undersigned; provided that if the Offerings are not consummated prior to July 30, 2009, the undersigned shall be released from all obligations hereunder.

ACE Bermuda Insurance Ltd.
By:
	Name:
	Title:

EXHIBIT F

June [], 2009

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As Representative of the Several Underwriters

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, NY, 10036

Re:          Assured Guaranty Ltd. (the “Company”)

Ladies and Gentlemen:

The undersigned is an owner of record or beneficially of certain common shares, par value $0.01 per share, of the Company (“Common Shares”) or securities convertible into or exchangeable or exercisable for Common Shares.  The Company proposes to carry out a public offering of Common Shares (the “Offering”) for which you will act as the representative of the underwriters.  The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company.  The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) (which consent may be withheld in its sole discretion), directly or indirectly, effect any public sale, offering or distribution of any Common Shares, including, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, pledge, transfer, establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of) including the filing of (or participation in the filing of) a registration statement with the Securities and Exchange Commission in respect of, any Common Shares, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the

undersigned, or publicly announce an intention to do any of the foregoing, for a period commencing ten days before the date of the prospectus with respect to the offering and continuing through ninety days after the date of the prospectus with respect to the offering (the “Lock-Up Period”); provided that the foregoing shall not apply to transfers by the undersigned, if a limited partnership, limited liability company or corporation, to any limited or general partner, member or corporate parent, as the case may be, of the undersigned, provided the recipient thereof agrees in writing to be bound by the terms of this Lock-Up Letter Agreement.

This agreement is irrevocable and will be binding on the undersigned and the respective successors and assigns of the undersigned; provided that if the Offerings are not consummated prior to July 30, 2009, the undersigned shall be released from all obligations hereunder.

WLR RECOVERY FUND IV, L.P.
By:  WLR Recovery Associates IV LLC, its General Partner
By:  WL Ross Group, L.P., its Managing Member
By:  El Vedado, LLC its General Partner
By:
	Wilbur L. Ross, Jr.,
	its Managing Member
WLR RECOVERY FUND III, L.P.
By:  WLR Recovery Associates III LLC, its General Partner
By:  WL Ross Group, L.P., its Managing Member
By:  El Vedado, LLC, its General Partner
By:
	Wilbur L. Ross, Jr.,
	its Managing Member
WLR IV PARALLEL ESC, L.P.
By:  INVESCO WLR IV Associates LLC, its General Partner
By:  INVESCO Private Capital, Inc., its Managing Member
By:
	Wilbur L. Ross, Jr.,
	its Chief Executive Officer
WLR/GS MASTER CO-INVESTMENT, L.P.
By:  WLR Master Co-Investment GP LLC, its General Partner
By:  WL Ross Group, L.P., its Managing Member
By:  El Vedado, LLC, its General Partner
By:
	Wilbur L. Ross, Jr.,
	its Managing Member

EX-1.2

Exhibit 1.2

EXECUTION COPY

Assured Guaranty Ltd.
Assured Guaranty US Holdings Inc.

3,000,000 Equity Units
(Initially Consisting of 3,000,000 Corporate Units)

UNDERWRITING AGREEMENT

June 18, 2009

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

As Representative of the several Underwriters
c/o

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED
One Bryant Park
New York, NY 10036

Ladies and Gentlemen:

Assured Guaranty Ltd., a Bermuda company (the “Unit Issuer”), subject to the terms and conditions stated herein, proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 3,000,000 of its Equity Units (the “Equity Units”).  In addition, the Unit Issuer has granted to the Underwriters an option to purchase up to an additional 450,000 Equity Units (the “Optional Securities”), as provided in Section 2 (the Equity Units and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Securities”).  Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) has agreed to act as a representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Securities.

In connection with the aforementioned issuance and sale, at the request of the Unit Issuer, the Unit Issuer and the Underwriters agree that up to 25% of the Equity Units and the Common Shares being issued in the Common Shares Offering (as such terms are defined below) (the “WLR Shares”) shall be reserved for sale by the Underwriters to WLR Recovery Fund IV, L.P., a shareholder of the Unit Issuer, or one of its affiliated funds (collectively “WLR”) as part of the distribution of the Securities by the Underwriters, subject to the terms of this Agreement, the Investment Agreement, dated as of February 28, 2008, by and between the Unit Issuer and WLR Recovery Fund IV, L.P., as amended by the First Amendment to Investment Agreement dated as of November 13, 2008 and the Second Amendment to investment agreement, dated as of June 10,2009 (as so amended, the “Investment Agreement”), and all applicable laws, rules and regulations.  To the extent that such WLR Shares are not confirmed for purchase by WLR by the end of the

Pre-Emptive Period (as defined in the Investment Agreement), such WLR Shares may be offered to the public as part of the public offering contemplated hereby.

Each Equity Unit has a stated amount of $50 (the “Stated Amount”) and initially consists of (i) a purchase contract (each, a “Purchase Contract”) under which the holder will agree to purchase, and the Unit Issuer will agree to sell, on June 1, 2012 (the “Purchase Contract Settlement Date”), subject to early settlement of such Purchase Contract pursuant to the provisions of the Purchase Contract and Pledge Agreement (the “Purchase Contract and Pledge Agreement”), to be dated as of the Closing Date (as defined below), among the Unit Issuer, The Bank of New York Mellon, as collateral agent, custodial agent and securities intermediary, and The Bank of New York Mellon, as purchase contract agent (the “Purchase Contract Agent”), for a price equal to the Stated Amount per Equity Unit, a number of common shares (the “Issuable Common Shares”) of the Unit Issuer, par value $0.01 per share (the “Common Shares”), determined pursuant to the terms of the Purchase Contract and Pledge Agreement and (ii) a 1/20, or 5.0%, undivided beneficial ownership interest in $1,000 principal amount of the 8 1/2% senior notes due June 1, 2014 (the “Notes”) of Assured Guaranty US Holdings Inc., a wholly owned subsidiary of the Unit Issuer (“AGUH” or the “Note Issuer” and, together with the Unit Issuer, the “Issuers”).

The Notes will be issued pursuant to an indenture (the “Base Indenture”), to be dated as of the Closing Date between the Note Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”).  Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) in accordance with Article Nine of the Base Indenture (together with the Base Indenture, the “Indenture”).

Pursuant to the Indenture, the Unit Issuer has agreed to fully, irrevocably and unconditionally guarantee (the “Guarantees”), to each holder of the Notes and to the Trustee, (1) the full and punctual payment of principal of, premium, if any, interest and any Additional Amounts (as defined in the Indenture) in respect thereof on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Note Issuer under the Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Note Issuer under the Indenture and the Notes.

A holder’s ownership interest in the Notes initially will be pledged to secure such holder’s obligation to purchase the Issuable Common Shares on the Purchase Contract Settlement Date, such pledge to be on the terms and conditions set forth in the Purchase Contract and Pledge Agreement.

The Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge Agreement. The Purchase Contracts together with the related Notes (or upon the occurrence of a successful remarketing of the Notes prior to the Purchase Contract Settlement Date, the Treasury portfolio) are herein referred to as the “Corporate Units.”

A holder of Corporate Units, at its option, may, subject to the terms and conditions set forth in the Purchase Contract and Pledge Agreement, elect to create “Treasury Units” by substituting pledged U.S. treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and Treasury Units.

2

Pursuant to a remarketing agreement (the “Remarketing Agreement”), the form of which is attached to the Purchase Contract and Pledge Agreement, to be entered into among the Issuers, the Purchase Contract Agent and one or more nationally recognized investment banking firms to be selected by the Issuers, as the reset agent(s) and remarketing agent(s), the Notes will be remarketed, subject to certain terms and conditions set forth in the Remarketing Agreement.

The “Component Securities” means, collectively, the Purchase Contracts, the Notes, the Guarantees and the Issuable Common Shares.

The terms and rights of any particular issuance of Securities (including the Component Securities) shall be as specified in (i) the Indenture or (ii) the Purchase Contract and Pledge Agreement (each document listed in clauses (i) and (ii), together with the Remarketing Agreement, a “Securities Agreement” and collectively, the “Securities Agreements”).

The Unit Issuer is concurrently publicly offering its Common Shares (the “Common Shares Offering”) through the Representative and any other underwriters. The offering of the Securities is not contingent upon completion of the Common Shares Offering; the Common Shares Offering is not contingent upon the completion of the offering of the Securities; and the Common Shares are not being offered together with the Securities.

To the extent there are no additional Underwriters listed on Schedule A other than you, the terms Representative and Underwriters as used herein shall mean you, as Underwriters.  The terms Representative and Underwriters shall mean either the singular or plural as the context requires.

The Issuers hereby confirm their agreement with the Underwriters as follows:

SECTION 1.  Representations and Warranties.

(a)The Issuers hereby represent, warrant and covenant to each Underwriter as follows:

i.              Registration Statement and Prospectus.  The Issuers have prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”)) on Form S-3 (File No. 333-152892), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities.  Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.”Any preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof and is used prior to filing of the final prospectus is called, together with the Base Prospectus, a “preliminary prospectus.”  The term “Prospectus” shall mean the final prospectus supplement relating to the Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”).  Any reference herein to the Registration

3

Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Unit Issuer filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.  All references in this Agreement to the Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

ii.             Compliance with Registration Requirements.  The Registration Statement has been declared effective by the Commission under the Securities Act.  The Issuers have complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.  No stop order suspending the effectiveness of the Registration Statement is in effect, the Commission has not issued any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Issuers, are contemplated or threatened by the Commission.

Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and the rules thereunder and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Securities.  Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective and at the date hereof, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.  The Prospectus, as amended or supplemented, as of its date, at the date hereof, at the time of any filing pursuant to Rule 424(b) under the Securities Act, at the Closing Date (as defined herein) and at any Subsequent Closing Date (as defined herein), did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Issuers by any Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.  There is no contract or other document required to be described in a preliminary prospectus or the Prospectusor to be filed as exhibits to the Registration Statement that has not been described or filed as required.

4

The documents incorporated by reference in a preliminary prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable.  Any further documents so filed and incorporated by reference in a preliminary prospectus or the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder.

iii.            Disclosure Package.  The term “Disclosure Package” shall mean (i) the Base Prospectus, as amended or supplemented as of the Applicable Time, including any preliminary prospectus supplement, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.  The Issuers will prepare a final term sheet containing only a description of the Securities, in substantially the form attached hereto as Schedule C, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final Term Sheet”).  The Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.  As of 6:00 P.M. (Eastern time) on the date of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Issuers by any Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof.

iv.            The Issuer Not Ineligible Issuer.  At the Execution Time, neither Issuer was and is an Ineligible Issuer (as defined in Rule 405 of the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that either Issuer be considered an Ineligible Issuer.

v.             Issuer Free Writing Prospectuses.  Any Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering or until any earlier date that the Issuers notified or notify the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, a preliminary prospectus or the Prospectus.  If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, a preliminary prospectus or the Prospectus, the Issuers have promptly notified or will promptly notify the Representative and have promptly amended or supplemented or will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict.  The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Issuers by any Underwriter specifically through the Representative expressly for use therein, it being understood and agreed

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that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

vi.            Distribution of Offering Material.  The Issuers have not distributed and will not distribute, prior to the later of the last Subsequent Closing Date (as defined below) and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B hereto or the Registration Statement.  The Representative shall provide notice to the Issuers if the distribution of the Securities has not been completed on the date of Closing Date, and upon such later date as the distribution of the Securities has been completed.

vii.           No Applicable Registration or Other Similar Rights.  There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.  No stockholder of the Unit Issuer or any other person has any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Unit Issuer under (a) the Memorandum of Association or the Bye-laws of the Unit Issuer or (b) any contract, agreement or instrument to which the Unit Issuer is a party, other than the rights of WLR Recovery Fund IV, L.P., a shareholder of the Unit Issuer, or one of its affiliated funds (collectively “WLR”) under the Investment Agreement, dated as of February 28, 2008, by and between the Unit Issuer and WLR Recovery Fund IV, L.P., as amended by the Amendment to Investment Agreement dated November 13, 2008.

viii.          No Material Adverse Change.  Neither the Unit Issuer nor any of its subsidiaries (including the Note Issuer) has sustained since the date of the latest audited financial statements included in the Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package and the Prospectus; and, since the respective dates as of which information is given in the Disclosure Package and the Prospectus, there has not been any change in the share capital or capital stock, as the case may be, or long-term debt of the Unit Issuer or any of its subsidiaries (including the Note Issuer) or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, financial condition, shareholders’ equity, or results of operations of the Unit Issuer and its subsidiaries (including the Note Issuer), taken as a whole (a “Material Adverse Change”), otherwise than as set forth or contemplated in the Disclosure Package and the Prospectus.

ix.            Incorporation and Good Standing of the Unit Issuer.  The Unit Issuer has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Islands of Bermuda, with corporate power and authority to own its properties and conduct its business as described in the Disclosure Package and the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

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x.             Incorporation and Good Standing of the Note Issuer and Other Subsidiaries. Each Subsidiary of the Unit Issuer (including the Note Issuer) has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with corporate power and authority to own its properties and conduct its business as described in the Disclosure Package and the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction.

xi.            Capitalization.  All of the issued shares of share capital of the Unit Issuer have been duly and validly authorized and issued, are fully paid and non-assessable; and all of the issued shares of share capital of each subsidiary of the Unit Issuer have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors’ qualifying shares) are owned directly or indirectly by the Unit Issuer, free and clear of all liens, encumbrances, equities or claims.

xii.           Authorization of Underwriting Agreement.  This Agreement has been duly authorized, executed and delivered by the Issuers.

xiii.          Authorization of the Indenture.  The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (the “Trust Indenture Act”), conforms in all material respects to the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder, has been duly authorized by the Issuers, at the Closing Date, will have been duly executed and delivered by the Issuers and when validly executed and delivered by the Issuers and the Trustee, will constitute a valid and binding obligation of the Issuers, enforceable against the Issuers in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

xiv.          Authorization of the Purchase Contract and Pledge Agreement.  The Purchase Contract and Pledge Agreement has been duly authorized by the Unit Issuer, at the Closing Date, will have been duly executed and delivered by the Unit Issuer and when validly executed and delivered by the Unit Issuer and the other parties thereto, will constitute a valid and binding obligation of the Unit Issuer, enforceable against the Unit Issuer in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

xv.           Authorization of the Remarketing Agreement.  The Remarketing Agreement has been duly authorized by the Issuers and when validly executed and delivered by the Issuers and the other parties thereto, will constitute a valid and binding obligation of the Issuers, enforceable against the Issuers in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws

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of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and except that rights to indemnification thereunder may be limited by federal or state securities laws or public policy.

xvi.          Authorization of the Notes.  The Notes and the Guarantees have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date or any Subsequent Closing Date, as the case may be, will have been duly executed and delivered by the Note Issuer and the Unit Issuer, respectively, and when authenticated in the manner provided for in the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Note Issuer and the Unit Issuer, respectively, enforceable in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture. The Notes are in the form contemplated by the Indenture.

xvii.         Authorization of the Securities.  The Securities have been duly authorized for issuance and sale pursuant to this Agreement and, at the Closing Date or any Subsequent Closing Date, as the case may be, will have been duly executed and delivered by the Unit Issuer and when authenticated in the manner provided for in the Purchase Contract and Pledge Agreement and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Unit Issuer, enforceable in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

xviii.        Authorization of the Issuable Common Shares.  The Issuable Common Shares have been duly and validly authorized and reserved for issuance and, when issued and delivered pursuant to the provisions of the Purchase Contract and Pledge Agreement and Purchase Contracts, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the description thereof contained in the Disclosure Package and the Prospectus and to the instruments defining the same; and the issuance of the Issuable Common Shares will not be subject to any preemptive or similar rights of any securityholder of the Unit Issuer.  No holder of the Issuable Common Shares will be subject to personal liability by reason of being such a holder.

xix.           Non-Contravention of Existing Agreements;  No Further Authorizations or Approvals Required.  The compliance by the Issuers with all of the provisions of this Agreement, the Component Securities, the Securities, and each Securities Agreement (collectively, the “Transaction Documents”) and the consummation of the transactions contemplated therein, including, but not limited to, the issuance and sale of the Securities, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Unit Issuer or any of its subsidiaries (including the Note Issuer) is a party or by which the Unit Issuer or any of its subsidiaries (including the Note Issuer) is bound or to which any of the property

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or assets of the Unit Issuer or any of its subsidiaries (including the Note Issuer) is subject, (ii) the provisions of the Memorandum of Association or the Bye-laws of the Unit Issuer or the Certificate of Incorporation or the bylaws of the Note Issuer, (iii) the Investment Agreement or (iv) any statute or any rule or regulation or order, judgment or decree of any court or governmental agency or body having jurisdiction over the Unit Issuer or any of its subsidiaries (including the Note Issuer) or any of their respective properties, except, in the case of clauses (i) and (iv) above, for such violations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, financial condition, shareholders’ equity, or results of operations of the Unit Issuer and its subsidiaries (including the Note Issuer) taken as a whole (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body (“Governmental Authorizations”) is required for the sale of the Securities or the consummation by the Issuers of the transactions contemplated by this Agreement, except (A) such Governmental Authorizations as have been duly obtained and are in full force and effect and copies of which have been furnished to you and (B) such Governmental Authorizations as may be required under state securities laws, Blue Sky laws, insurance securities laws or any laws of jurisdictions outside the United States in connection with the purchase and distribution of the Securities by or for the account of the Underwriters.

xx.            Non-Contravention of Stock Purchase Agreement.  The compliance by the Issuers with all of the provisions of this Agreement and the consummation of the transactions contemplated herein, including, but not limited to, the issuance and sale of the Securities, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under the Stock Purchase Agreement, dated as of November 14, 2008, by and among the Unit Issuer, Dexia Holdings, Inc. and Dexia Credit Local S.A., as amended by the acknowledgment and amendment dated June 9, 2009 (the “SPA”).

xxi.           Absence of Violations and Defaults.  Neither the Unit Issuer nor any of its subsidiaries (including the Note Issuer)  is (i) in violation of the Memorandum of Association or the Bye-laws of the Unit Issuer or the Certificate of Incorporation or the bylaws of the Note Issuer or comparable organizational documents or (ii) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound.

xxii.          All Necessary Permits, etc.  Each of the Unit Issuer and its subsidiaries (including the Note Issuer) possesses all consents, authorizations, approvals, orders, licenses, certificates, or permits issued by any regulatory agencies or bodies (collectively, “Permits”) which are necessary to conduct the business now conducted by it as described in the Disclosure Package and the Prospectus, except where the failure to possess such Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of such Permits are valid and in full force and effect, except where the invalidity of such Permits or the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no pending, or to the Issuers’ knowledge, threatened action, suit, proceeding or investigation against or involving the Unit Issuer and its subsidiaries (including the Note Issuer), and the Issuers do not know of any reasonable basis for any such action, suit, proceeding or investigation, that individually or in the aggregate would reasonably be expected to lead to the revocation, modification, termination, suspension or any other material impairment of

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the rights of the holder of any such Permit, except for such revocation, modification, termination, suspension or other material impairment that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

xxiii.         Compliance with Insurance Laws.  Except as described in the Disclosure Package and the Prospectus, each of the Unit Issuer and its insurance subsidiaries is duly registered, licensed or admitted as an insurer or reinsurer or as an insurance holding company, as the case may be, under applicable insurance holding company statutes or other insurance laws (including laws that relate to companies that control insurance companies) and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (collectively, “Insurance Laws”) in each jurisdiction where it is required to be so licensed or admitted to conduct its business as described in the Disclosure Package and the Prospectus, except where the failure to be so registered, licensed or admitted would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Disclosure Package and the Prospectus, each of the Unit Issuer and its insurance subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from, and has made all declarations and filings with, all insurance regulatory authorities necessary to conduct their respective businesses as described in the Disclosure Package and the Prospectus, and all of the foregoing are in full force and effect, except where the failure to have such authorizations, approvals, orders, consents, certificates, permits, registrations or qualifications, the failure to make such declarations and filings, or the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise described in the Disclosure Package and the Prospectus, none of the Unit Issuer nor any of its insurance subsidiaries has received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by either the Unit Issuer or any of its insurance subsidiaries to conduct its business as currently conducted, except where the failure to have such additional authorization, approval, order, consent, certificate, permit, registration or qualification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise described in the Disclosure Package and the Prospectus, no insurance regulatory authority has issued to the Unit Issuer or any subsidiary (including the Note Issuer) any order impairing, restricting or prohibiting (A) the payment of dividends by any of the Unit Issuer’s subsidiaries (including the Note Issuer), (B) the making of a distribution on any subsidiary’s (including the Note Issuer’s) share capital, (C) the repayment to the Unit Issuer of any loans or advances to any of its subsidiaries (including the Note Issuer) from the Unit Issuer, (D) the repayment to the Note Issuer of any loans or advances to any of its subsidiaries from the Note Issuer, or (E) the transfer of any of the Unit Issuer’s subsidiary’s property or assets to the Unit Issuer or any other subsidiary of the Unit Issuer (including the Note Issuer). Each of the Unit Issuer, AGUH, Assured Guaranty Re Ltd., Assured Guaranty Re Overseas Ltd., Assured Guaranty Mortgage Insurance Company, Assured Guaranty Corp. and Assured Guaranty (UK) Ltd. maintains its books and records in accordance with all applicable Insurance Laws, except where the failure to so maintain its books and records would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

xxiv.        Bermuda Tax Assurances.  Each of the Unit Issuer, Assured Guaranty Corp., Assured Guaranty Re Ltd. and Assured Guaranty Re Overseas Ltd. has received from the Bermuda Minister of Finance an assurance under The Exempted Undertakings Tax Protection Act, 1966 of

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Bermuda to the effect that, in the event of there being enacted in Bermuda any legislation imposing tax computed on profits or income or computed on any capital asset, gain or appreciation, or any tax of the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to the Unit Issuer, Assured Guaranty Corp., Assured Guaranty Re Ltd. or Assured Guaranty Re Overseas Ltd. or any of their operations or their shares, debentures or other obligations, until 28 March 2016 (subject to certain provisos expressed in such assurance), and the Unit Issuer has not received any notification to the effect (and is not otherwise aware) that such assurances may be revoked or otherwise not honored by the Bermuda government.

xxv.         Treatment Under the Internal Revenue Code.  The Issuers do not believe that (1) either the Unit Issuer or any of its subsidiaries (including the Note Issuer) currently should be, or upon the sale of the Securities herein contemplated should be, (A) treated as a “passive foreign investment company” as defined in Section 1297(a) of the Internal Revenue Code of 1986, as amended (the “Code”), (B) except for AGUH, AG Financial Products Inc., Assured Guaranty Corp., Assured Guaranty Overseas US Holdings Inc., Assured Guaranty Re Overseas Ltd., AG Intermediary Inc. and Assured Guaranty Mortgage Insurance Company, considered to be engaged in a trade or business within the United States for purposes of Section 864(b) of the Code or (C) except for Assured Guaranty Finance Overseas Ltd. , Assured Guaranty (UK) Services Ltd. and Assured Guaranty (UK) Ltd., characterized as resident, managed or controlled or carrying on a trade through a branch or agency in the United Kingdom or (2) any U.S. person who owns shares of the Unit Issuer directly or indirectly through foreign entities should be treated as owning (directly, indirectly through foreign entities or by attribution pursuant to Section 958(b) of the Code) 10 percent or more of the total voting power of the Unit Issuer or any of its non-U.S. subsidiaries.

xxvi.        Related Person Insurance Income.  Except as disclosed in the Disclosure Package and the Prospectus, Assured Guaranty Re Ltd. intends to operate in a manner that is intended to ensure that either (i) the related person insurance income of such company does not equal or exceed 20% of such company’s gross insurance income for any taxable year in the foreseeable future or (ii) at all times during each taxable year for the foreseeable future less than 20% of the voting power and less than 20% of the value of the shares of Assured Guaranty Re Ltd. is owned (directly or indirectly) by persons who are (directly or indirectly) insured (each, an “insured”) under any policy of insurance or reinsurance issued by Assured Guaranty Re Ltd. or related persons to any such insured.

xxvii.       Accuracy of Statements.  The statements set forth in the Disclosure Package and the Prospectus under the captions “Description of The Equity Units,” “Description of The Purchase Contracts,” “Certain Provisions of The Purchase Contract and Pledge Agreement,” “Description of The Notes,” “Description of Assured Guaranty Share Capital,” “Description of The Assured Guaranty US Holdings Debt Securities and Assured Guaranty Guarantee,” and “Description of Stock Purchase Contracts and Stock Purchase Units,” insofar as they purport to constitute a summary of the terms of the Securities, the Component Securities and the Securities Agreements, and under the captions “Material Tax Considerations” and “Description of The Acquisition” and in the Unit Issuer’s Annual Report on Form 10-K for the year ended December 31, 2008, under the captions “Part I—Item 1—Business—Regulation,” and “Part I—Item 3—Legal Proceedings,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are true, accurate and complete in all material respects.

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xxviii.      No Price Stabilization or Manipulation.  The Unit Issuer has not taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Securities.  The Unit Issuer acknowledges that the Underwriters may engage in passive market making transactions in the Securities on the New York Stock Exchange in accordance with Regulation M under the Exchange Act.

xxix.         Internal Controls and Procedures.  The Unit Issuer maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) designed by, or under the supervision of, the Unit Issuer’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Unit Issuer’s internal control over financial reporting was effective as ofthe end of the year ended December 31, 2008, and there have been no changes in the Unit Issuer’s internal control over financial reporting since such time and the Unit Issuer is not aware of any material weaknesses in its internal control over financial reporting.

xxx.          No Material Action or Proceeding.  Other than as set forth in the Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Unit Issuer or any of its subsidiaries (including the Note Issuer) is a party or of which any property of the Unit Issuer or any of its subsidiaries (including the Note Issuer) is the subject which, if determined adversely to the Unit Issuer or any of its subsidiaries (including the Note Issuer), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the best of the Issuers’ knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

xxxi.         Not an “Investment Company.”  Neither Issuer is and, after giving effect to the offering and sale of the Securities, will be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

xxxii.        No Stamp Duty, Transfer, Excise or Similar Tax.  No Underwriter and no subsequent purchaser of the Securities is subject to any stamp duty, transfer, excise or similar tax imposed in Bermuda in connection with the issuance, offering or sale of the Securities to the Underwriters or to any subsequent purchaser.

xxxiii.       Bermuda Exempted Companies.  There are no currency exchange control laws or withholding taxes, in each case of Bermuda, that would be applicable to (1) the payment of interest or principal on the Securities by the Unit Issuer (other than as may apply to residents of Bermuda for Bermuda exchange control purposes) or (2) the payment of dividends, interest or principal by the any of the Unit Issuer’s subsidiaries to such subsidiary’s parent company. The Bermuda Monetary Authority has designated the Unit Issuer, Assured Guaranty Re Ltd. and Assured Guaranty Re Overseas Ltd. (Assured Guaranty Re Ltd. and Assured Guaranty Re Overseas Ltd. are collectively referred to as the “Bermuda Subsidiaries”) as non-resident for exchange control purposes. Each of the Unit Issuer and the Bermuda Subsidiaries are “exempted companies” under Bermuda law and have not (A) acquired and do not hold any land for its business in Bermuda, other than that held by way of lease or tenancy for terms of not more than 50 years, without the express authorization of the Bermuda Minister of Finance, (B) acquired and do not hold land by

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way of lease or tenancy which is acquired for its business and held for terms of not more than 21 years in order to provide accommodation or recreational facilities for its officers and employees, without the express authorization of the Minister of Finance of Bermuda, (C) taken mortgages on land in Bermuda to secure an amount in excess of $50,000, without the consent of the Bermuda Minister of Finance, (D) acquired any bonds or debentures secured by any land in Bermuda, except bonds or debentures issued by the government of Bermuda or a public authority of Bermuda, or (E) conducted their business in a manner that is prohibited for “exempted companies” under Bermuda law. None of the Unit Issuer or any of the Bermuda Subsidiaries has received notification from the Bermuda Monetary Authority or any other Bermuda governmental authority of proceedings relating to the modification or revocation of its designation as non-resident for exchange control purposes, its permission to issue and transfer the Securities, or its status as an “exempted company” under Bermuda law.

xxxiv.       Independent Accountants of the Unit Issuer.  PricewaterhouseCoopers LLP, who have expressed their opinion with respect to the financial statements and the related notes thereto of the Unit Issuer and its subsidiaries, are independent public accountants with respect to the Unit Issuer, as required by the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder.

xxxv.        Preparation of the Financial Statements of the Unit Issuer.  The financial statements and schedules of the Unit Issuer and its subsidiaries incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and conform in all material respects with the rules and regulations adopted by the Commission under the Act; and the supporting schedules incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all materials respects the information required to be stated therein.

xxxvi.       Significant Subsidiaries.  AGUH, Assured Guaranty Corp., Assured Guaranty Re Ltd., Assured Guaranty Overseas US Holdings Inc. and Assured Guaranty Re Overseas Ltd. are the only significant subsidiaries of the Unit Issuer as that term is defined in Rule 1-02(w) of Regulation S-X of the rules and regulations of the Commission under the Securities Act.

xxxvii.      No Unlawful Contributions or Other Payments.  Neither the Unit Issuer nor any of its subsidiaries (including the Note Issuer) nor, to the knowledge of the Unit Issuer, any director, officer, agent, employee or affiliate of the Unit Issuer or any of its subsidiaries (including the Note Issuer), acting in such capacities, has taken any action, directly or indirectly, that would result in a material violation by such persons of the FCPA (as defined below), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA in any material respect, and the Unit Issuer, its subsidiaries (including the Note Issuer) and, to the knowledge of the Unit Issuer, its affiliates have conducted their businesses in compliance with the FCPA in all

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material respects and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.  “FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

xxxviii.     No Conflict with Money Laundering Laws.  The operations of the Unit Issuer and its subsidiaries (including the Note Issuer) are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Unit Issuer or any of its subsidiaries (including the Note Issuer) with respect to the Money Laundering Laws is pending or, to the best knowledge of the Unit Issuer, threatened.

xxxix.       No Conflict with OFAC Laws.  Neither the Unit Issuer nor any of its subsidiaries (including the Note Issuer) nor, to the knowledge of the Unit Issuer, any director, officer, agent, employee or affiliate of the Unit Issuer or any of its subsidiaries (including the Note Issuer) is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Unit Issuer will not knowingly directly or indirectly use the proceeds of the offering, or knowingly lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Any certificate signed by an officer of either Issuer and delivered to the Representative or to counsel for the Underwriters shall be deemed to be a representation and warranty by such Issuer to each Underwriter as to the matters set forth therein.

SECTION 2.  Purchase, Sale and Delivery of the Securities.

(a)  Purchase and Sale of the Equity Units.  The Unit Issuer agrees to issue and sell to the several Underwriters the Equity Units upon the terms set forth herein.  On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Unit Issuer the respective number of Equity Units set forth opposite their names on Schedule A.  The purchase price per Equity Unit to be paid by the several Underwriters to the Unit Issuer shall be $48.50.

(b)  The Closing Date.  Delivery of certificates for the Equity Units to be purchased by the Underwriters and payment therefor shall be made at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019, at 10 A.M. New York City time on June 24, 2009 or such other later date not more than three business days after such date as the Representativeshall designate by notice to the Unit Issuer (the time and date of such closing are called the “Closing Date”).  Immediately following the Closing Date, the Unit Issuer shall cause its transfer agent to enter the transfers of Securities in the Unit Issuer’s register of members.

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(c)  The Optional Securities; the Subsequent Closing Date.  In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Unit Issuer hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 450,000 Optional Securities from the Unit Issuer at the purchase price per Equity Unit to be paid by the Underwriters.  The option granted hereunder may be exercised at any time and from time to time upon notice by the Representativeto the Unit Issuer, which notice may be given at any time within 13 days from the date of this Agreement.  Such notice shall set forth (i) the aggregate number of Optional Securities as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Securities are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term “Closing Date” shall refer to the time and date of delivery of certificates for the Equity Units and the Optional Securities).  Each time and date of delivery, if subsequent to the Closing Date, is called a “Subsequent Closing Date” and shall be determined by the Representativeand shall not be earlier than three nor later than five full business days after delivery of such notice of exercise.  If any Optional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Securities (subject to such adjustments to eliminate fractional shares as the Representativemay determine) that bears the same proportion to the total number of Optional Securities to be purchased as the number of Equity Units set forth on Schedule A opposite the name of such Underwriter bears to the total number of Equity Units.

(d)  Public Offering of the Securities.  The Representative hereby advises the Unit Issuer that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Securities as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable.

(e)  Payment for the Securities.  Payment for the Securities shall be made on the Closing Date (and, if applicable, at any Subsequent Closing Date) by wire transfer of immediately available funds to the order of the Unit Issuer.

It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Equity Units and any Optional Securities the Underwriters have agreed to purchase.  MLPFS, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Subsequent Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

(f)  Delivery of the Securities.  The Securities to be purchased by the Underwriters hereunder, in definitive form and in such authorized denominations and registered in such names as the Underwriters may request, upon at least forty-eight hours’ prior notice to the Unit Issuer, shall be delivered together with instruments of transfer by or on behalf of the Unit Issuer to the Unit Issuer’s transfer agent and in turn to the Underwriters, through the facilities of The Depository Trust Company (the “DTC”), for the account of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of Federal

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(same-day) funds to the account specified by the Issuer to the Underwriters at least forty-eight hours in advance.  The Unit Issuer will cause the certificates representing the Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Date with respect thereto at the office of DTC or its designated custodian.

(g)  Delivery of Prospectuses to the Underwriters.  Not later than 10:00 a.m. on the second business day following the date the Securities are first released by the Underwriters for sale to the public, the Unit Issuer shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representative shall request.

SECTION 3.  Covenants of the Issuers.

The Issuers covenant and agree with each Underwriter as follows:

(i)  Review of Proposed Amendments and Supplements.  During the period beginning at the Applicable Time and ending on the later of the Closing Date or such date, as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales by an Underwriter or a dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, the Disclosure Package or the Prospectus (including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act), the Issuers shall furnish to the Representativefor review a copy of each such proposed amendment or supplement, and the Issuers shall not file or use any such proposed amendment or supplement to which the Representativereasonably objects.  The Representativeshall provide notice to the Issuers if the Prospectus Delivery Period has not ended on the date of the Closing Date, and upon such later date as the Prospectus Delivery Period has ended.

(ii)  Securities Act Compliance.  After the date of this Agreement, the Issuers shall promptly advise the Representativein writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes.  The Issuers shall use their best efforts to prevent the issuance of any such stop order or prevention or suspension of such use.  If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Issuers will use their best efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use their best efforts to have such new registration statement declared effective as soon as practicable.  Additionally, the Issuers agree that they shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including

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with respect to the timely filing of documents thereunder, and will use their reasonable efforts to confirm that any filings made by the Issuers under such Rule 424(b) were received in a timely manner by the Commission.

(iii)  Exchange Act Compliance.  The Issuers, during the Prospectus Delivery Period, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act.

(iv)  Amendments and Supplements to the Registration Statement, Prospectus and Other Securities Act Matters.  If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if it shall be necessary to amend or supplement the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in the Disclosure Package or the Prospectus, in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if in the opinion of the Representativeit is otherwise necessary to amend or supplement the Registration Statement, the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in the Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with law, including in connection with the delivery of the Prospectus, the Issuers agree to (i) notify the Representativeof any such event or condition and (ii) promptly prepare (subject to Section 3(i) hereof), file with the Commission (and use their best efforts to have any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish at their own expense to the Underwriters and to dealers, amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading or so that the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented, will comply with law.

(v)  Permitted Free Writing Prospectuses.  The Issuers represent that they have not made, and agree that, unless they obtain the prior written consent of the Representative, they will not make, and each Underwriter represents that it has not made, and agrees that, unless it obtains the prior written consent of each Issuer, it will not make, in each case, any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Issuers with the Commission or retained by the Issuers under Rule 433 of the Securities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto.  Any such free writing prospectus consented to by the Representativeis hereinafter referred to as a “Permitted Free Writing Prospectus.”  The Issuers agree that (i) they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing

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Prospectus, including in respect of timely filing with the Commission, legending and record keeping.  The Issuers consent to the use by the Underwriters of a free writing prospectus that (a) is not an Issuer Free Writing Prospectus, and (b) contains only (i) information describing the price of the Securities or their offering or (ii) information permitted by Rule 134 under the Securities Act.

(vi)  Copies of the Disclosure Package and the Prospectus.  The Issuers agree to furnish the Representative, without charge, during the Prospectus Delivery Period, as many copies of the Disclosure Package and the Prospectus and any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) as the Representative may request.

(vii)  Copies of the Registration Statement.  The Issuers will furnish to the Representative and counsel for the Underwriters signed copies of the Registration Statement (including exhibits thereto).

(viii)  Blue Sky Compliance.  The Issuers shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial Securities laws or other foreign laws of those jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities.  Neither Issuer shall be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject.  The Issuers will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Issuers shall use their best efforts to obtain the withdrawal thereof at the earliest possible moment.

(ix)  Use of Proceeds.  The Issuers shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption “Use of Proceeds” in the Disclosure Package and the Prospectus.

(x) Reservation of Common Shares.  The Unit Issuer will reserve and keep available at all times, free of preemptive rights, a sufficient number of its Common Shares for the purpose of enabling the Unit Issuer to satisfy any obligation to issue the Issuable Common Shares.

(xi) Remarketing Agreement.  On or prior to the date that is 30 days prior to the first day of the Applicable Remarketing Period (as defined in the Purchase Contract and Pledge Agreement), the Issuers shall have entered into, and shall use their commercially reasonable efforts to have the Purchase Contract Agent enter into, the Remarketing Agreement.

(xii) Earnings Statement.  As soon as practicable, the Unit Issuer will make generally available to its security holders and to the Representative an earnings statement (which need not be audited) covering the twelve-month period beginning with the first fiscal quarter of the Unit Issuer

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ending after the effective date of the Registration Statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

(xiii)  Restriction on Sale of Certain Securities.  During the period commencing on the date hereof and ending on the 90th day following the date of the Prospectus, the Unit Issuer will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or announce the offering of, or file any registration statement under the Securities Act in respect of, any Common Shares or securities that are convertible into or exchangeable for Common Shares (other than the Securities, the Common Shares issued in the Common Shares Offering, and the issuance of awards pursuant to employee benefit plans outstanding as of the date hereof and issuances of Common Shares upon exercise of any such awards); provided that the foregoing shall not prohibit the Unit Issuer from (i) complying with the registration rights under the Investment Agreement, and (ii) issuing up to 44,567,901 Common Shares to Dexia Holdings, Inc. under the SPA and filing a registration statement on Form S-3 to register such Common Shares pursuant to Section 6.18 of the SPA.

(xiv)  Future Reports to the Underwriters.  During the period of one year hereafter the Unit Issuer will furnish to the Representative: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Unit Issuer containing the balance sheet of the Unit Issuer as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Unit Issuer’s independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Unit Issuer with the Commission, the Financial Industry Regulatory Authority (the “FINRA”) or any securities exchange; and (iii) as soon as available, copies of any report or communication of the Unit Issuer mailed generally to holders of its capital stock; provided that no such reports need be furnished to the extent they are filed with the Commission and available through the Commission’s EDGAR website.

(xv)  No Manipulation of Price.  The Unit Issuer will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities of the Unit Issuer to facilitate the sale or resale of the Securities.

The Representative, on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by either Issuer of any one or more of the foregoing covenants or extend the time for their performance.

SECTION 4.  Payment of Expenses.  The Issuers covenant and agree with the Underwriters that the Issuers will pay or cause to be paid: (i) the cost of preparing stock certificates; (ii) the cost and charges of any transfer agent or registrar; (iii) the fees, disbursements and expenses of their counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement,

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any preliminary prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (iv) the cost of printing or producing the Transaction Documents and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (v) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 3(viii) hereof, including the properly documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky survey (such fees and disbursements not to exceed $10,000); (vi) the filing fees incident to, and the properly documented fees and disbursements of counsel for the Underwriter in connection with, securing any required review by the FINRA of the terms of the sale of the Securities; (vii) all expenses (other than underwriting discounts and commissions) and taxes incident to the sale and delivery of the Securities to be sold by the Unit Issuer to the Underwriters hereunder; (viii) the fees and expenses associated with listing of the Corporate Units and Issuable Common Shares on the New York Stock Exchange, (ix) all fees charged by investment rating agencies for the rating of the Securities, (x) all fees charged by the Trustee, the collateral agent, custodial agent and securities intermediary and the Purchase Contract Agent; (xi) all fees and expenses (including reasonable fees and expenses of counsel) of the Note Issuer in connection with approval of the Notes by the DTC for “book-entry” transfer and (xii) all other costs and expenses incident to the performance of the Issuers’ obligations hereunder which are not otherwise specifically provided for in this section.  It is understood, however, that, except as provided in this Section and Sections 6, 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Securities by it, and any advertising expenses connected with any offers it may make.

SECTION 5.  Conditions of the Obligations of the Underwriters.  The obligations of the several Underwriters to purchase and pay for the Securities as provided herein on the Closing Date, and, with respect to the Optional Securities, any Subsequent Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Issuers set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made, and, with respect to the Optional Securities, any Subsequent Closing Date, to the accuracy of the statements of the Issuers made in any certificates pursuant to the provisions hereof, to the timely performance by the Issuers of their covenants and other obligations hereunder, and to each of the following additional conditions:

(a)  Accountants’ Comfort Letter for the Unit Issuer.  On the date hereof, the Representative shall have received from PricewaterhouseCoopers LLP, independent public accountants for the Unit Issuer, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Underwriters, containing statements and information of the type customarily included in accountants “comfort letters” to underwriters with respect to the financial information contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.

(b)  Accountants’ Comfort Letter for Financial Security Assurance Holdings Ltd.  On the date hereof, the Representative shall have received from PricewaterhouseCoopers LLP, independent public accountants for Financial Security Assurance Holdings Ltd. (“FSAH”), a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Underwriters, containing statements and information of the type customarily included in

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accountants “comfort letters” to underwriters with respect to the financial information contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.

(c)  Compliance with Registration Requirements; No Stop Order.  For the period from the Execution Time to the Closing Date and, with respect to the Optional Securities, any Subsequent Closing Date:

(i)  the Issuers shall have filed any preliminary prospectus and the Prospectus with the Commission (including the information required by Rule 430B under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Issuers shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective;

(ii)  the Final Term Sheet and any other material required to be filed by the Issuers pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433; and

(iii)  no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.

(d)  No Material Adverse Change or Ratings Agency Change.  For the period from the Execution Time to the Closing Date and, with respect to the Optional Securities, any Subsequent Closing Date:

(i)  in the judgment of the Representativethere shall not have occurred any Material Adverse Change;

(ii)  there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (a) of this Section 5 which is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Disclosure Package and the Prospectus; and

(iii)  there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of or guaranteed by the Unit Issuer or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

(e)  Opinion of Counsel for the Issuers.  On the Closing Date and any Subsequent Closing Date, the Representative shall have received a favorable opinion from each of the following, dated as of the Closing Date:

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(i)            Mayer Brown LLP, U.S. counsel for the Issuers, the form of which opinion is attached as Exhibit A;

(ii)           Conyers Dill & Pearman, special Bermuda counsel for the Unit Issuer, the form of which opinion is attached as Exhibit B; and

(iii)          James M. Michener, Esq., general counsel of the Issuers, the form of which opinion is attached as Exhibit C.

(f)  Opinion of Counsel for the Underwriters.  On the Closing Date and any Subsequent Closing Date, the Representative shall have received the favorable opinion of Dewey & LeBoeuf LLP, counsel for the Underwriters, dated as of such Closing Date or Subsequent Closing Date, in form and substance satisfactory to, and addressed to, the Representative, with respect to the Registration Statement, the Prospectus (together with any supplement thereto), the Disclosure Package and other related matters as the Representative may reasonably require, and the Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(g)  Officers’ Certificate.  On the Closing Date and any Subsequent Closing Date, the Representative shall have received written certificates executed by the Chairman of the Board, Chief Executive Officer or President of each of the Issuers and the Chief Financial Officer or Chief Accounting Officer of each of the Issuers, dated as of such Closing Date or Subsequent Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment or supplement thereto, the Disclosure Package and any amendment or supplement thereto and this Agreement, to the effect set forth in subsections (c) and (d)(iii) of this Section 5, and further to the effect that:

(i)  for the period from the Execution Time to such Closing Date or Subsequent Closing Date, there has not occurred any Material Adverse Change;

(ii)  the representations, warranties and covenants of such Issuer set forth in Section 1 of this Agreement are true and correct on and as of such Closing Date or Subsequent Closing Date with the same force and effect as though expressly made on and as of such Closing Date or Subsequent Closing Date; and

(iii)  such Issuer has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date or Subsequent Closing Date.

(h)  Bring-down Comfort Letters.  On the Closing Date and any Subsequent Closing Date, the Representative shall have received from PricewaterhouseCoopers LLP, independent public accountants for the Unit Issuer and FSAH, letters dated such date, in form and substance satisfactory to the Representative, to the effect that they reaffirm the statements made in the letters furnished by them pursuant to subsections (a) and (b) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to such Closing Date or Subsequent Closing Date.

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(i)  Lock-Up Agreement from Certain Shareholders of the Unit Issuer.  On or prior to the date hereof, the Unit Issuer shall have furnished to the Representative an agreement in the form of Exhibit D hereto from each executive officer and director of the Unit Issuer, an agreement in the form of Exhibit E hereto from ACE Bermuda Insurance Ltd. and an agreement in the form of Exhibit F hereto from WLR, and each such agreement shall be in full force and effect on the Closing Date and any Subsequent Closing Date.

(j)  Entry into Securities Agreements.  The Issuers shall have delivered executed copies of each of the Securities Agreements except the Remarketing Agreement to the Representative.

(k)  Additional Documents.  On or before the Closing Date and any Subsequent Closing Date, the Representative and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representativeby notice to the Issuers at any time on or prior to the Closing Date and, with respect to the Optional Securities, at any time prior to the applicable Subsequent Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 7, Section 8 and Section 17 shall at all times be effective and shall survive such termination.

SECTION 6.  Reimbursement of Underwriters’ Expenses.  If this Agreement is terminated by the Underwriters pursuant to Section 5 or Section 10, or if the sale to the Underwriters of the Securities on the Closing Date or any Subsequent Closing Date is not consummated because of any refusal, inability or failure on the part of either Issuer to perform any agreement herein or to comply with any provision hereof, the Issuers agree to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

SECTION 7.  Indemnification.

(a)  Indemnification of the Underwriters.  The Issuers jointly and severally agree to indemnify and hold harmless each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 

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430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”) or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees, agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuers by the Underwriters through the Representativeexpressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

(b)  Indemnification of the Issuers, their Directors and Officers.  Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuers, each of their directors, each of their officers who signed the Registration Statement and each person, if any, who controls either Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Issuers or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any Non-IFWP Road Show, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, in reliance upon and in conformity with written information furnished to the Issuers by the Representativeexpressly for use therein; and to reimburse the Issuers or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Issuers or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.  The Issuers hereby acknowledge that the only information that the Underwriters have furnished to the Issuers expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any

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Non-IFWP Road Show are the statements set forth in the third paragraph, the fifth paragraph and the second and third sentences of the seventh paragraph under the caption “Underwriting” in the Prospectus.  The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

(c)  Notifications and Other Indemnification Procedures.  Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any liability other than the indemnification obligation provided in paragraph (a) or (b) above.  In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party; provided, however, such indemnified party shall have the right to employ its own counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless:  (i) the employment of such counsel has been specifically authorized by the indemnifying party; (ii) the indemnifying party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the indemnified party; or (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party or any affiliate of the indemnifying party, and such indemnified party shall have reasonably concluded that either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party or such affiliate of the indemnifying party or (y) a conflict may exist between such indemnified party and the indemnifying party or such affiliate of the indemnifying party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to a single firm of local counsel) for all such indemnified parties, which firm shall be designated in writing by the Underwriters and that all such reasonable fees and expenses shall be reimbursed as they are incurred).

(d)  Settlements.  The indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party

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in accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

SECTION 8.  Contribution.  If the indemnification provided for in Section 7 is for any reason unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative benefits received by the Issuers, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Issuers, and the total underwriting discount received by the Underwriters, in each case as set forth on the front cover of the Prospectus bear to the aggregate initial public offering price of the Securities as set forth on such cover.  The relative fault of the Issuers, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuers, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7(c), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.  The provisions set forth in Section 7(c) with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 8; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 7(c) for purposes of indemnification.

The Issuers and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8.

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Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by such Underwriter in connection with the Securities underwritten by it and distributed to the public.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute pursuant to this Section 8 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their names in Schedule A.  For purposes of this Section 8, each director, officer, employee and agent of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of either Issuer, each officer of either Issuer who signed the Registration Statement and each person, if any, who controls either Issuer within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Issuers.

SECTION 9.  Default of One or More of the Several Underwriters.  If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Equity Units set forth opposite their respective names on Schedule A bears to the aggregate number of Equity Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representativewith the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on such date, and arrangements satisfactory to the Representativeand the Issuers for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 7 and Section 8 shall at all times be effective and shall survive such termination.  In any such case either the Representativeor the Issuers shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.

As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 9.  Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

SECTION 10.  Termination of this Agreement.  Prior to the Closing Date and, with respect to the Optional Securities, any Subsequent Closing Date, this Agreement may be terminated by the Representativeby notice given to the Issuers if at any time (i) trading or quotation in any of the Unit Issuer’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on the New York Stock Exchange shall

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have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representativeis material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities.  Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuers to any Underwriter, except that the Issuers shall be obligated to reimburse the expenses of the Underwriter pursuant to Sections 4 and 6 hereof or (b) any Underwriter to the Issuers.

SECTION 11.  No Advisory or Fiduciary Responsibility.  The Issuers acknowledge and agree that (i) the purchase of the Securities by the Underwriters pursuant to this Agreement is an arm’s-length commercial transaction between the Issuers and the Underwriters, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuers, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Issuers with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuers on other matters) or any other obligation to the Issuers except the obligations expressly set forth in this Agreement, (iv) the Issuers have consulted their own legal and financial advisors to the extent they deemed appropriate and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Issuers have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.  The Issuers agree that they will not claim that any Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuers, in connection with such transaction or the process leading thereto.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between either Issuer and the several Underwriters, or any of them, with respect to the subject matter hereof.

SECTION 12.  Representations and Indemnities to Survive Delivery.  The respective indemnities, agreements, representations, warranties and other statements of the Issuers, of their officers and of the several Underwriters set forth in or made pursuant to this Agreement (i) will remain operative and in full force and effect, regardless of any (A) investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or employees of any Underwriter or any person controlling such Underwriter, or the Issuers, the officers or employees of the Issuers, or any person controlling either Issuer, as the case may be or (B) acceptance of the Securities and payment for them hereunder and (ii) will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.

SECTION 13.  Notices.  All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

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If to the Representative:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park
New York,  NY  10036
Facsimile:  (212) 933-2217
Attention:  Syndicate Department

with a copy to:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park
New York, New York  10036
Facsimile:  (212) 548-8615
Attention:  ECM Legal

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

Facsimile: (212) 649-0999

Attention: Michael Groll, Esq.

If to the Unit Issuer:

Assured Guaranty Ltd.
30 Woodbourne Avenue
Hamilton, HM 08 Bermuda 
Facsimile:  (441) 296-1083
Attention:  General Counsel

With a copy to:

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
Facsimile:  (312) 701-7711
Attention: Edward S. Best, Esq.

If to the Note Issuer:

Assured Guaranty US Holdings Inc.

1325 6th Avenue, 18th Floor

New York, New York 10019-6066

Facsimile:  (212) 581-3268
Attention:  General Counsel

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With a copy to:

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
Facsimile:  (312) 701-7711
Attention: Edward S. Best, Esq.

Any party hereto may change the address for receipt of communications by giving written notice to the others.

SECTION 14.  Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to Section 9 hereof, and to the benefit of (i) the Issuers, their directors, any person who controls either Issuer within the meaning of the Securities Act and the Exchange Act and any officer of either Issuer who signs the Registration Statement, (ii) the Underwriters, the officers, directors, employees and agents of the Underwriters, and each person, if any, who controls the Underwriters within the meaning of the Securities Act and the Exchange Act, and (iii) the respective successors and assigns of any of the above, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement.  The term “successors and assigns” shall not include a purchaser of any of the Securities from the any of the several Underwriters merely because of such purchase.

SECTION 15.  Partial Unenforceability.  The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof.  If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 16.  Governing Law Provisions.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

(a)  Consent to Jurisdicion.  Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan, or the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding.  Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court.  The

30

parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.  The Unit Issuer has irrevocably appointed Assured Guaranty US Holdings Inc., 1325 Avenue of the Americas, New York, New York 10019 as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York.

(b)  Waiver of Immunity.  With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

SECTION 17.  General Provisions.  This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.  This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.  The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 7 and the contribution provisions of Section 8, and is fully informed regarding said provisions.  Each of the parties hereto further acknowledges that the provisions of Sections 7 and 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Issuers, their affairs and their business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Unit Issuer the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

ASSURED GUARANTY LTD.

By:

Name:

Title:

ASSURED GUARANTY US HOLDINGS INC.

By:

Name:

Title:

The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative as of the date first above written.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Robert Giammarco
Name:	Robert Giammarco
Title:	Managing Director

SCHEDULE A

Underwriters	Number of Securities to be Purchased
Merrill Lynch, Pierce, Fenner & Smith Incorporated	2,250,000
Citigroup Global Markets Inc.	750,000
Total	3,000,000

SCHEDULE B

Schedule of Free Writing Prospectuses included in the Disclosure Package

Free Writing Prospectus dated June 18, 2009 containing the Term Sheet

Free Writing Prospectus dated June 18, 2009 containing Pricing Press Release

SCHEDULE C

Final Term Sheet

Term Sheet
dated June 18, 2009 Filed pursuant to Rule 433
Registration File No. 333-152892
Supplementing the Preliminary
Prospectus Supplements
dated June 16, 2009
(To Prospectus dated June 16, 2009)

Concurrent Offering of

Assured Guaranty Ltd.

38,500,000 Common Shares, par value $0.01 per share

(the “Common Share Offering”)

and

Assured Guaranty Ltd.

Assured Guaranty US Holdings Inc.

3,000,000 Equity Units

(Initially Consisting of 3,000,000 Corporate Units)

(the “Equity Units Offering”)

The information in this pricing term sheet relates only to the Common Share Offering and Equity Units Offering and should be read together with (i) the preliminary prospectus supplement dated June 16, 2009 relating to the Common Share Offering, including the documents incorporated by reference therein, (ii) the preliminary prospectus supplement dated June 16, 2009 relating to the Equity Units Offering, including the documents incorporated by reference therein, and (iii) the related base prospectus dated June 15, 2009, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, Registration Statement No. 333-152892.

Company Name:	Assured Guaranty Ltd., a Bermuda company (“AGO”)
Ticker / Exchange for Common Shares :	AGO / The New York Stock Exchange (“NYSE”)
Trade Date:	June 18, 2009
Settlement Date:	June 24, 2009
Common Share Offering
Title of Securities:	Common shares, par value $0.01 per share, of AGO
Registration format:	SEC Registered
Shares Offered and Sold:	38,500,000 (or a total of 44,275,000 if the underwriters exercise in full their option to purchase up to 5,775,000 additional common shares of AGO)
Overallotment Option:	5,775,000 common shares of AGO

Public Offering Price:	$11.00 per share / approximately $423,500,000 million total (excluding the underwriters’ option to purchase up to 5,775,000 additional common shares of AGO)
Proceeds, before expenses, to AGO:	$404,442,500 million (excluding the underwriters’ option to purchase up to 5,775,000 additional common shares of AGO)
Use of Proceeds:	AGO intends to use $363.8 million of the net proceeds of the Common Share Offering to pay the cash purchase price for the acquisition of Financial Security Assurance Holdings Ltd. (the “Acquisition”). AGO intends to use the remaining net proceeds from the Common Share Offering and the net proceeds from the Equity Units Offering to pay cash in lieu of Assured common shares, including Excess Shares, that AGO would otherwise deliver as part of the purchase price for the Acquisition.
Joint Book-Running Managers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc
Co-Managers:	Wachovia Capital Markets, LLC KeyBanc Capital Markets Inc. UBS Securities LLC PNC Capital Markets LLC Piper Jaffray & Co. Keefe, Bruyette & Woods, Inc. Sandler O’Neill & Partners, L.P. Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC Samuel A. Ramirez & Company, Inc.
Equity Units Offering
Title of Securities:	Equity Units (initially in the form of Corporate Units)
Registration format:	SEC Registered
Aggregate Offering Amount:	$150.0 million (or a total of $172.5 million if the underwriters exercise in full their option to purchase up to 450,000 additional Corporate Units)
Overallotment Option:	$22.5 million
Stated Amount per Equity Unit:	$50
Proceeds, before expenses, to AGO:	$145.5 million (excluding underwriters option to purchase up to 450,000 additional Corporate Units)
Total Distribution Rate:	8.50%
Reference Price:	$11.00 per common share of AGO, the Public Offering Price per share in the Common Share Offering

Threshold Appreciation Price:	$12.93, a 17.5% appreciation over the Reference Price
Minimum Settlement Rate (as defined):	3.8685 shares of AGO common stock (subject to adjustment)
Maximum Settlement Rate (as defined):	4.5455 shares of AGO common stock (subject to adjustment)
Purchase Contract Settlement Date:	June 1, 2012
Note Issuer:	Assured Guaranty US Holdings Inc. (“AGUSH,” and together with AGO, the “Issuers”)
Note Guarantor:	AGO
Note Coupon:	8.50%
Note Maturity Date:	June 1, 2014, unless the notes have been previously redeemed in connection with a special event redemption or the maturity date has been modified upon a successful remarketing
Note Coupon Payment Dates:	March 1, June 1, September 1 and December 1
First Note Coupon:	September 1, 2009
Early Remarketing:	AGUSH may, at its option, elect to remarket the notes underlying the Corporate Units on any remarketing date occurring during the period beginning on December 1, 2011 and ending on May 1, 2012, unless the notes have been previously redeemed in connection with a special event redemption or have been previously successfully remarketed.
Final Remarketing Period:	May 24, 2012 to May 29, 2012
Additional Notes:	The Issuers may, without notice to or the consent of the then existing holders of the notes, issue additional notes ranking equally and ratably with the notes in all respects except for the issue price, issue date and the payment of interest accruing prior to the issue date of the additional notes or the first payment of interest following the issue date of the additional notes. The additional notes will be consolidated and form a single series with the notes offered in this offering and will have the same terms as to status, redemption or otherwise as the notes offered in this offering.
Use of Proceeds:	AGO intends to use $363.8 million of the net proceeds of the concurrent Common Share Offering to pay the cash purchase price for the Acquisition. AGO intends to use the remaining net proceeds from the Common Share Offering and the net proceeds from the Equity Units Offering to pay cash in lieu of Assured common shares, including Excess Shares, that AGO would otherwise deliver as part of the purchase price for the

	Acquisition. AGO currently intends to use the proceeds from the settlement of the purchase contracts to repay debt as soon as practicable following such settlement, and AGO has agreed not to use such proceeds to repurchase AGO’s common shares.
CUSIP for the Corporate Units:	G0585R 122
ISIN for the Corporate Units:	BMG0585R1227
CUSIP for the Treasury Units:	G0585R 114
ISIN for the Treasury Units:	BMG0585R1144
CUSIP for the Notes:	04621W AB6
ISIN for the Notes:	US04621WAB63
Allocation of the Purchase Price:	At the time of issuance, the fair market value of the applicable ownership interest in the notes will be $49.19 (or 98.4% of the issue price of a Corporate Unit) and the fair market value of each purchase contract will be $0.81 (or 1.6% of the issue price of a Corporate Unit).
Comparable Yield on the Notes:	10.1%
Book-Running Manager:	Merrill Lynch, Pierce, Fenner & Smith Incorporated
Co-Manager:	Citigroup Global Markets Inc.
Creating Treasury Units:	As described in the preliminary prospectus supplement, if the Treasury portfolio has replaced the notes underlying the Corporate Units, holders of Corporate Units will have the right, at any time on or prior to the second business day immediately preceding the purchase contract settlement date, to substitute Treasury securities for the applicable ownership interests in the Treasury portfolio underlying the Corporate Unit, but holders of Corporate Units can only make this substitution in integral multiples of 16,000 Corporate Units (or such other number of Corporate Units as may be determined by the remarketing agent upon a successful remarketing of notes if the reset effective date is not a regular quarterly interest payment date).
Recreating Corporate Units:	As described in the preliminary prospectus supplement, if the Treasury portfolio has replaced the notes underlying the Corporate Units, holders of Treasury Units will have the right, at any time on or prior to the second business day immediately preceding the purchase contract settlement date, to substitute the applicable ownership interests in the Treasury portfolio

	for the Treasury securities that were a component of the Treasury Units, but holders of Treasury Units can only make this substitution in integral multiples of 16,000 Treasury Units (or such other number of Treasury Units as may be determined by the remarketing agent upon a successful remarketing of notes if the reset effective date is not a regular quarterly interest payment date).
Early Settlement:	A purchase contract can be settled for cash prior to the purchase contract settlement date at a settlement rate of 3.8685 shares per Equity Unit.
Early Settlement Upon a Fundamental Change:	Upon the occurrence of a fundamental change (as defined), a holder of a purchase contract will have the right to accelerate and settle such purchase contract early at the “fundamental change settlement rate,” which will depend on the share price in such fundamental change and the date such fundamental change occurs. The following table sets forth the hypothetical common share price and the fundamental change settlement rate per Stated Amount of Equity Units:

Stock		Effective Date
Price		June 24, 2009	June 1, 2010	June 1, 2011	June 1, 2012
$	6.00	5.6343	5.3504	5.0133	4.5455
$	8.00	5.0413	4.8692	4.7094	4.5455
$	10.00	4.6717	4.5278	4.4041	4.5455
$	11.00	4.5476	4.4079	4.2794	4.5455
$	12.00	4.4535	4.3172	4.1829	4.1667
$	12.93	4.3872	4.2549	4.1185	3.8685
$	15.00	4.2896	4.1691	4.0413	3.8685
$	17.50	4.2272	4.1231	4.0138	3.8685
$	20.00	4.1933	4.1031	4.0065	3.8685
$	25.00	4.1548	4.0810	3.9930	3.8685
$	30.00	4.1266	4.0603	3.9766	3.8685
$	40.00	4.0794	4.0221	3.9508	3.8685
$	50.00	4.0432	3.9936	3.9344	3.8685
$	60.00	4.0163	3.9734	3.9235	3.8685
$	75.00	3.9878	3.9526	3.9125	3.8685
$	100.00	3.9583	3.9316	3.9015	3.8685

The exact share prices and effective dates may not be set forth in the table above, in which case

·If the share price is between two share price amounts in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line

interpolation between the number of shares set forth for the higher and lower share price amounts and the earlier and later effective dates, as applicable, based on a 365-day year.

·If the share price is greater than $100.00 per share (subject to adjustment), the fundamental change early settlement rate will be the minimum settlement rate.

·If the share price is less than $6.00 per share (subject to adjustment), the fundamental change early settlement rate will be the maximum settlement rate.

The Issuers have filed with the Securities and Exchange Commission, or SEC, a registration statement (including a prospectus dated June 16, 2009) for the Common Shares Offering and Equity Units Offering and a preliminary prospectus supplement dated June 16, 2009 for the Equity Units Offering, and Assured Guaranty Ltd. filed a preliminary prospectus supplement dated June 16, 2009 for the Common Share Offering. Before you invest, you should read the relevant prospectus supplement, the accompanying prospectus and other documents the Issuers have filed with the SEC for more complete information about the Issuers and these offerings. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained by calling Merrill, Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-866-500-5408 (for Equity Units Offering and Common Share Offering); or Deutsche Bank Securities Inc. toll free at 1-800-503-4611 (for Common Share Offering).

This communication should be read in conjunction with the preliminary prospectus supplements dated June 16, 2009 and the accompanying prospectus. The information in this communication supersedes the information in the relevant preliminary prospectus supplement and the accompanying prospectus to the extent inconsistent with the information in such preliminary prospectus supplement and the accompanying prospectus.

EXHIBIT A

[Form of Opinion of Counsel for the Issuers]

Opinion of counsel for the Issuers to be delivered pursuant to Section 5(e)(i) of the Underwriting Agreement.

References to the Prospectus in this Exhibit A include any supplements thereto at the Closing Date.

(i) The compliance by the Issuers with all of the provisions of each Transaction Document and the consummation of the transactions contemplated therein, including, but not limited to, the issuance and sale of the Securities, will not conflict with or result in a breach or violation of (A) any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed or incorporated by reference as an exhibit to the Unit Issuer’s most recent Annual Report on Form 10-K or any subsequent Current Report on Form 8-K or Quarterly Report on Form 10-Q, (B) any United States federal or New York State statute which, in such counsel’s opinion, based on our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (“United States Applicable Laws”), except that such counsel need not express any opinion with respect to state securities laws, or (C) any order, rule or regulation known to such counsel following inquiry of either Issuer’s management of any United States federal or New York State court or governmental agency or body having jurisdiction over such Issuer or any of its subsidiaries or any of their properties, except for such violations that would not reasonably be expected to have a Material Adverse Effect;

(ii) based upon such counsel’s review of the United States Applicable Laws, no consent, approval, authorization, order, registration or qualification of or with any United States federal or New York state court or governmental agency or body is required for the sale of the Securities or the consummation by the Issuers of the transactions contemplated by the Transaction Documents, except for (i) the registration under the Act of the Securities and the Component Securities, (ii) such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters and (iii) any consent, approval, authorization, order, registration or qualification that may be applicable as a result of the involvement of any parties (other than the Issuers) in the transactions contemplated by the Transaction Documents or because of such parties’ legal or regulatory status or because of any other facts specifically pertaining to such parties;

(iii) each of AGC, AGUH and Assured Guaranty Overseas US Holdings, Inc., (collectively the “U.S. Subsidiaries”) is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of share capital of each such subsidiary (except for directors’ qualifying shares) are owned directly or indirectly by the Unit Issuer, free and clear of all liens, encumbrances, equities or claims;

(iv) the statements set forth in the Disclosure Package and the Prospectus under the captions “Description of The Equity Units,” “Description of The Purchase Contracts,” “Certain

Provisions of The Purchase Contract and Pledge Agreement,” “Description of The Notes,” “Description of Assured Guaranty Share Capital—Differences in Corporate Law,” “Description of The Assured Guaranty US Holdings Debt Securities and Assured Guaranty Guarantee,” and “Description of Stock Purchase Contracts and Stock Purchase Units,” insofar as they purport to constitute a summary of the terms of Delaware law are accurate, complete and fair;

(v) the discussion contained or incorporated by reference in the Disclosure Package and the Prospectus under the caption “Material Tax Considerations—U.S. Federal Income Tax Consequences” constitutes, in all material respects, a fair and accurate summary of (i) the U.S. federal income tax considerations relating to Assured Guaranty and its direct and indirect subsidiaries and (ii) the U.S. federal income tax considerations relating to the ownership of the Securities by U.S. holders and non-U.S. holders (each as defined in the Prospectus) that are not otherwise excepted in the Disclosure Package and the Prospectus and who acquire Securities in the offering described in the Disclosure Package and the Prospectus;

(vi) neither Issuer is and, after giving effect to the offering and sale of the Securities, will be required to register as an “investment company” under the Investment Company Act;

(vii) each document filed pursuant to the Exchange Act (other than the financial statements and supporting schedules included therein, as to which no opinion need be rendered) and incorporated or deemed to be incorporated by reference in the Disclosure Package and the Prospectus, when it was filed with the Commission, appeared on its face to be appropriately responsive in all material respects to the requirements for such document under the Exchange Act and the rules and regulations of the Commission thereunder;

(viii) the Registration Statement, the Prospectus and each amendment or supplement to the Registration Statement and the Prospectus, as of their respective effective or issue dates (other than the financial statements and supporting schedules included in or in exhibits to or excluded from the Registration Statement, as to which no opinion need be rendered) appeared on their face to be appropriately responsive in all material respects to the requirements for such documents under the Trust Indenture Act, the Securities Act and the rules and regulations of the Commission thereunder;

(ix) the Indenture has been duly authorized, executed and delivered by the Note Issuer and, assuming the due authorization, execution and delivery thereof by the Unit Issuer, the Indenture constitutes a legal, valid and binding obligation of the Issuers, enforceable against the Issuers in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and the Indenture has been qualified under the Trust Indenture Act;

(x) the Notes have been duly authorized, executed and delivered by the Note Issuer and, when duly authenticated by the Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute legal, valid and binding obligations of the Note Issuer, entitled to the benefits of the Indenture and enforceable against the Note Issuer in accordance with their terms, except to the

extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law);

(xi) assuming the Guarantees have been duly authorized, executed and delivered by the Unit Issuer, the Guarantees constitute legal, valid and binding obligations of the Unit Issuer enforceable against the Unit Issuer in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law);

(xii) assuming the Securities (other than the Notes), have been duly authorized, executed and delivered by the Unit Issuer, the Securities (other than the Notes), when executed on behalf of the holders thereof by the Purchase Contract Agent and authenticated by the Purchase Contract Agent and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute legal, valid and binding obligations of the Unit Issuer, enforceable against the Unit Issuer in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law);

(xiii) assuming the due authorization, execution and delivery thereof by the Unit Issuer, the Purchase Contract and Pledge Agreement constitutes a legal, valid and binding obligation of the Unit Issuer, enforceable against the Unit Issuer in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and

(xiv) the Remarketing Agreement has been authorized by the Note Issuer and, when executed and delivered by the Note Issuer and assuming the due authorization, execution and delivery thereof by the Unit Issuer, will constitute a legal, valid and binding obligation of the Issuers, enforceable against the Issuers in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and except that rights to indemnification thereunder may be limited by federal or state securities laws or public policy.

In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Issuers, representatives of the independent public or certified public accountants for the Issuers and representatives of the Underwriters at which the contents of the Registration Statement, the Disclosure Package and the Prospectus, and any supplements or amendments thereto, and related matters were discussed and, although such counsel is not passing

upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus including the documents incorporated by reference therein (other than as specified above), and any supplements or amendments thereto, on the basis of the foregoing, nothing came to their attention which caused them to believe that (i) either the Registration Statement or any amendments thereto, at the most recent time of effectiveness with respect to the Underwriters as determined pursuant to Rule 430B, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; (ii) the Prospectus, as of its date or at the Closing Date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading (it being understood that such counsel need express no belief as to the financial statements or schedules or other financial data derived therefrom, included or incorporated by reference in the Registration Statement, the Prospectus, the Disclosure Package or any amendments or supplements thereto).

In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.

EXHIBIT B

[Form of Opinion of Bermuda Counsel for the Unit Issuer]

Opinion of Bermuda counsel for the Unit Issuer to be delivered pursuant to Section 5(e)(ii) of the Underwriting Agreement.

References to the Prospectus in this Exhibit B include any supplements thereto at the Closing Date.

(i) the Unit Issuer is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda);

(ii) the Unit Issuer has the necessary corporate power and authority to execute, deliver and perform its obligations under each Transaction Document and the necessary corporate power to conduct its business as a holding company as so described in the Disclosure Package and the Prospectus.  The execution and delivery of the Transaction Documents by the Unit Issuer and the performance by the Unit Issuer of its obligations thereunder will not violate the memorandum of association or bye-laws of the Unit Issuer nor any applicable law, regulation, order or decree in Bermuda;

(iii) based solely upon a review of a copy of the register of members of the Unit Issuer, certified by the Secretary of the Unit Issuer on a specified date, the issued share capital of the Unit Issuer consists of [ ] common shares par value $0.01, each of which is validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof);

(iv) the Issuable Common Shares have been duly and validly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of the Purchase Contract and Pledge Agreement, will be duly and validly issued, fully paid and non-assessable upon payment of the purchase price therefor pursuant to the terms of the Purchase Contract and Pledge Agreement; and the issuance of the Issuable Common Shares will not be subject to any preemptive or similar rights of any securityholder of the Unit Issuer.

(v) the form of the Share Certificate conforms to the requirements of Bermuda law;

(vi) based solely upon a review of the Memorandum of Association and the Certificate of Deposit of Memorandum of Increase of Share Capital, the authorized share capital of the Unit Issuer is $5,000,000, divided into 500,000,000 shares of par value $0.01 each;

(vii) each of the Bermuda Subsidiaries is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of

Bermuda) and has the necessary corporate power and authority to conduct its business as described in the Disclosure Package and the Prospectus;

(viii) the Unit Issuer has taken all corporate action required to authorise its execution, delivery and performance of the Transaction Documents.  Each of this Agreement, the Indenture, the Remarketing Agreement, and the Purchase Contract and Pledge Agreement has been duly authorized and (except for the Remarketing Agreement) executed by or on behalf of the Unit Issuer, and, when delivered, constitutes the valid and binding obligation of the Unit Issuer, enforceable against the Unit Issuer in accordance with the terms thereof, and the Securities, the Guarantees and the Purchase Contracts have been duly authorized, executed, issued, and delivered by the Unit Issuer.

(ix) no order, consent, approval, licence, authorisation or validation of, filing with or exemption by any government or public body or authority of Bermuda or any sub-division thereof is required to authorise or is required in connection with the authorization, execution or filing of the Registration Statement, or the execution, delivery, performance and enforcement of the Transaction Documents, except such as have been duly obtained or filed in accordance with Bermuda law;

(x) based solely upon a review of copies of the Certificates of Registration issued to each of the Bermuda Subsidiaries by the Bermuda Monetary Authority pursuant to the Insurance Act 1978 of Bermuda, (the “Insurance Act”) and the Certificates of Compliance issued by the Bermuda Monetary Authority and the Registrar of Companies in Bermuda, each of the Bermuda Subsidiaries is registered in Bermuda under the Insurance Act to carry on long-term business, Assured Guaranty Re Ltd. (“AG Re”) is registered to carry on general business as a Class 3B insurer and Assured Guaranty Re Overseas Ltd. (“AGRO”) is registered to carry on general business as a Class 3A insurer in accordance with the provisions of the Insurance Act and the conditions attached to their respective registration licenses;

(xi) each of the Unit Issuer and the Bermuda Subsidiaries has been designated as non-resident of Bermuda for the purposes of the Exchange Control Act, 1972 and, as such, are free to acquire, hold, transfer and sell foreign currency (including the payment of dividends or other distributions) and securities without restriction;

(xii) based solely upon a review of the copy of the register of members of AG Re on a specified date, certified by the Secretary of AG Re on as specified date, the issued share capital of AG Re consists of 1,377,587 common shares par value U.S.$1.00 each (the “AG Re Shareholding”) each of which is validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof) and the Unit Issuer is the registered holder of the AG Re Shareholding;

(xiii) based solely upon a review of the copy of the register of members of AGRO on a specified date, certified by the Secretary of AGRO on a specified date, the issued share capital of AGRO consists of 1,000,000 common shares par value U.S.$1.00 each (the “AGRO Shareholding”) each of which is validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection

with the issue thereof) and Assured Guaranty Overseas US Holdings, Inc. is the registered holder of the AGRO Shareholding;

(xiv) the statements set forth in the Disclosure Package and the Prospectus under the captions “Description of Assured Guaranty Share Capital” and “Enforceability of Civil Liabilities Under United States Federal Securities Laws and Other Matters” and in the Disclosure Package and the Prospectus, to the extent they constitute statements of Bermuda law, are accurate in all material respects;

(xv) the discussion contained in the Unit Issuer’s Annual Report on Form 10-K for the year ended December 31, 2008, under the captions “Part 1 — Item 1 — Business — Regulation — Bermuda”, “Part 1 — Item 1 — Business — Tax Matters — Taxation of Assured Guaranty and Subsidiaries — Bermuda” and “Part 1 — Item 1 — Business — Taxation of Shareholders — Bermuda Taxation,” and in the Disclosure Package and the Prospectus under the caption “Material Tax Considerations—Bermuda Tax Consequences,” and in the Registration Statement under the caption “Item 15 — Indemnification of Directors and Officers”, to the extent that they constitute a statement of the Bermuda law are accurate in all material respects;

(xvi) the Unit Issuer, AG Re and AGRO have received an assurance from the Minister of Finance under The Exempted Undertakings Tax Protection Act 1966 in Bermuda that in the event of there being enacted in Bermuda any legislation imposing tax computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to the Unit Issuer, AG Re and AGRO or any of their operations or shares, debentures or other obligations of the Unit Issuer, AG Re and AGRO, until 28 March 2016 (subject to certain provisos expressed in such assurance);

(xvii) the consummation of the transactions contemplated by the Transaction Documents (including but not limited to any actions taken pursuant to the indemnification and contribution provisions contained in the Transaction Documents) will not, subject to compliance with Section 39A(2A) of the Companies Act 1981, constitute unlawful financial assistance by the Unit Issuer under Bermuda law;

(xviii) it is not necessary or desirable to ensure the enforceability in Bermuda of each Transaction Document that it be registered in any register kept by, or filed with, any governmental authority or regulatory body in Bermuda.  However, to the extent that any Transaction Document creates a charge over assets of the Unit Issuer, it may be desirable to ensure the priority in Bermuda of the charge that it be registered in the Register of Charges in accordance with Section 55 of the Companies Act 1981.  On registration, to the extent that Bermuda law governs the priority of a charge, such charge will have priority in Bermuda over any unregistered charges created, and over any subsequently registered charges, in respect of the assets which are the subject of the charge.  A registration fee of $541 will be payable in respect of the registration. While there is no exhaustive definition of a charge under Bermuda law, a charge includes any interest created in property by way of security (including any mortgage, assignment, pledge, lien or hypothecation).  However, as the Transaction Documents are governed by the laws of the State of New York (“New York Laws”), the question of whether they create such an interest in property would be determined under the New York Laws;

(xix) the Transaction Documents and the instruments of transfer transferring the Securities will not be subject to ad valorem stamp duty in Bermuda;

(xx) No stockholder of the Unit Issuer or any other person has any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Unit Issuer arising by operation of the Memorandum of Association or Bye-Laws of the Unit Issuer or the law of the Islands of Bermuda;

(xxi) based solely upon a search of the Cause Book of the Supreme Court of Bermuda conducted at a specified time and date (which would not reveal details of proceedings which have been filed but not actually entered in the Cause Book at the time of our search), there are no judgments against the Unit Issuer or the Bermuda Subsidiaries, nor any legal or governmental proceedings pending in Bermuda to which the Unit Issuer or the Bermuda Subsidiaries is subject;

(xxii) based solely on a search of the public records in respect of the Unit Issuer and the Bermuda Subsidiaries maintained at the offices of the Registrar of Companies at a specified time and date (which would not reveal details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of our search) and a search of the Cause Book of the Supreme Court of Bermuda conducted at a specified time and date (which would not reveal details of proceedings which have been filed but not actually entered in the Cause Book at the time of our search), no steps have been, or are being, taken in Bermuda for the appointment of a receiver or liquidator to, or for the winding-up, dissolution, reconstruction or reorganisation of, the Unit Issuer or the Bermuda Subsidiaries, though it should be noted that the public files maintained by the Registrar of Companies do not reveal whether a winding-up petition or application to the Court for the appointment of a receiver has been presented and entries in the Cause Book may not specify the nature of the relevant proceedings;

(xxiii) the choice of New York laws as the governing law of each Transaction Document is a valid choice of law and would be recognised and given effect to in any action brought before a court of competent jurisdiction in Bermuda, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of Bermuda.  The submission in each Transaction Document to the non-exclusive jurisdiction of the New York Courts is valid and binding upon the Unit Issuer; and

(xxiv) the courts of Bermuda would recognise as a valid judgment, a final and conclusive judgment in personam obtained in the New York Courts against the Unit Issuer based upon any Transaction Document under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of Bermuda, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of Bermuda, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda and (f) there is due compliance with the correct procedures under the laws of Bermuda.

EXHIBIT C

[Form of Opinion of General Counsel for the Issuers]

Opinion of general counsel for the Issuers to be delivered pursuant to Section 5(e)(iii) of the Underwriting Agreement.

References to the Prospectus in this Exhibit C include any supplements thereto at the Closing Date.

(i) there are no legal or governmental proceedings pending or threatened against or affecting either Issuer or any of its subsidiaries or any of their respective assets or properties, that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus and are not so described nor is there any contract or other document that is required to be described in the Registration Statement, the Disclosure Package or Prospectus, or to be field as an exhibit to the Registration Statement, that is not so described or filed, as required;

(ii) none of the U.S. Subsidiaries is in violation of its Articles of Incorporation or By-laws or comparable organizational documents;

(iii) neither the Unit Issuer nor any of the Bermuda Subsidiaries is in violation of its Memorandum of Association or Bye-laws;

(iv) no stockholder of the Unit Issuer or any other person has any preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Unit Issuer under any contract, agreement or instrument to which the Unit Issuer is a party;

(v) the compliance by the Issuers with all of the provisions of each Transaction Document and the consummation of the transactions contemplated therein will not conflict with any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which either Issuer or any of its subsidiaries is a party or by which it or any of its properties may be bound;

(vi) no consent, approval, authorization, order, registration or qualification of or with any Maryland state court or governmental agency or body is required for the sale of the Securities or the consummation by the Issuers of the transactions contemplated by the Transaction Documents, except for (i) such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters and (ii) any consent, approval, authorization, order, registration or qualification that may be applicable as a result of the involvement of any parties (other than the Issuers) in the transactions contemplated by the Transaction Documents or because of such parties’ legal or regulatory status or because of any other facts specifically pertaining to such parties; and

(vii) Assured Guaranty Corp. (“AGC”) has all necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from, and has made all declarations and filings with, all Maryland insurance regulatory authorities necessary to conduct

their respective businesses as described in the Disclosure Package and the Prospectus, and all of the foregoing are in full force and effect, except where the failure to have such authorizations, approvals, orders, consents, certificates, permits, registrations or qualifications, the failure to make such declarations and filings, or their failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

It is agreed and acknowledged that the opinion set forth in paragraph (v) above maybe rendered by counsel employed by the Issuers and working under the supervision of Mr. Michener.

EXHIBIT D

June [], 2009

Merrill Lynch, Pierce, Fenner & SmithIncorporated

As Representative of the Several Underwriters

c/o Merrill Lynch, Pierce, Fenner & SmithIncorporated

One Bryant Park

New York, NY, 10036

Re:          Assured Guaranty Ltd. (the “Company”)

Ladies and Gentlemen:

The undersigned is an owner of record or beneficially of certain common shares, par value $0.01 per share, of the Company (“Common Shares”) or securities convertible into or exchangeable or exercisable for Common Shares.  The Company proposes to carry out a public offering of its Equity Units and a concurrent public offering of Common Shares (together, the “Offerings”) for both of which you will act as the representative of the underwriters.  The undersigned recognizes that the Offerings will be of benefit to the undersigned and will benefit the Company.  The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offerings and in entering into underwriting arrangements with the Company with respect to the Offerings.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of) including the filing (or participation in the filing of) of a registration statement with the Securities and Exchange Commission in respect of, any Common Shares, options or warrants to acquire Common Shares, or securities exchangeable or exercisable for or convertible into Common Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date

hereof and continuing through the close of trading on the date 90 days after the date of the prospectuses with respect to the Offerings (the “Lock-Up Period”); provided that the foregoing shall not apply to (i) transfers of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares as a bona fide gift or gifts; by will or intestate; to a trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned [for W. Ross agreement only: or to any or all of WLR Recovery Fund IV, L.P., WLR Recovery Fund III, L.P., WLR IV Parallel ESC, L.P. and/or WLR/GS Master Co-Investment, L.P.], provided that each transferee shall execute and deliver to the Representative a lock-up letter substantailly in the form of this letter and (B) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above).  In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares.

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned; provided that if the Offerings are not consummated prior to July 30, 2009, the undersigned shall be released from all obligations hereunder.

Printed Name of Holder
	By:
		Signature
Printed Name of Person Signing
(and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

EXHIBIT E

June [], 2009

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

As Representative of the Several Underwriters

c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated

One Bryant Park

New York, NY, 10036

Re:          Assured Guaranty Ltd. (the “Company”)

Ladies and Gentlemen:

The undersigned is an owner of record or beneficially of certain common shares, par value $0.01 per share (“Common Shares”) or securities convertible into or exchangeable or exercisable for Common Shares.  The Company proposes to carry out a public offering of its Equity Units and a concurrent public offering of Common Shares (together, the “Offerings”) for both of which you will act as the representative of the underwriters.  The undersigned recognizes that the Offerings will be of benefit to the undersigned and will benefit the Company.  The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offerings and in entering into underwriting arrangements with the Company with respect to the Offerings.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of) including the filing (or participation in the filing of) of a registration statement with the Securities and Exchange Commission in respect of, any Common Shares, options or warrants to acquire Common Shares, or securities exchangeable or exercisable for or convertible into Common Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce an

intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 45 days after the date of the prospectuses with respect to the Offerings (the “Lock-Up Period”); provided that the undersigned may sell, offer to sell or contract to sell at least a majority of the common shares of the Company owned by the undersigned to a single purchaser during the Lock-Up Period (a “Private Sale”), so long as the purchaser executes and delivers to the Representative, concurrently with the execution and delivery of a definitive agreement relating to such Private Sale, a letter agreement in which such purchaser agrees to be agrees to be bound by the same restrictions set forth herein for the remainder of the Lock-Up Period.  In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares.

This agreement is irrevocable and will be binding on the undersigned and the respective successors and assigns of the undersigned; provided that if the Offerings are not consummated prior to July 30, 2009, the undersigned shall be released from all obligations hereunder.

ACE Bermuda Insurance Ltd.
By:
	Name:
	Title:

EXHIBIT F

June [], 2009

Merrill Lynch, Pierce, Fenner & Smith
                         Incorporated

As Representative of the Several Underwriters

c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated

One Bryant Park

New York, NY, 10036

Re:          Assured Guaranty Ltd. (the “Company”)

Ladies and Gentlemen:

The undersigned is an owner of record or beneficially of certain common shares, par value $0.01 per share, of the Company (“Common Shares”) or securities convertible into or exchangeable or exercisable for Common Shares.  The Company proposes to carry out a public offering of its Equity Units and a concurrent public offering of Common Shares (together, the “Offerings”) for both of which you will act as the representative of the underwriters.  The undersigned recognizes that the Offerings will be of benefit to the undersigned and will benefit the Company.  The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offerings and in entering into underwriting arrangements with the Company with respect to the Offerings.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) (which consent may be withheld in its sole discretion), directly or indirectly, effect any public sale, offering or distribution of any Common Shares, including, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, pledge, transfer, establish an open “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of or transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of) including the filing of (or participation in the filing of) a registration statement with the Securities and Exchange Commission in respect of, any Common Shares, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company currently or hereafter owned either of record or

beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned, or publicly announce an intention to do any of the foregoing, for a period commencing ten days before the date of the prospectuses with respect to the Offerings and continuing through ninety days after the date of the prospectuses with respect to the Offerings (the “Lock-Up Period”); provided that the foregoing shall not apply to transfers by the undersigned, if a limited partnership, limited liability company or corporation, to any limited or general partner, member or corporate parent, as the case may be, of the undersigned, provided the recipient thereof agrees in writing to be bound by the terms of this Lock-Up Letter Agreement.

This agreement is irrevocable and will be binding on the undersigned and the respective successors and assigns of the undersigned; provided that if the Offerings are is not consummated prior to July 30, 2009, the undersigned shall be released from all obligations hereunder.

WLR RECOVERY FUND IV, L.P.
By:	WLR Recovery Associates IV LLC, its General Partner
By:	WL Ross Group, L.P., its Managing Member
By:	El Vedado, LLC its General Partner
By:
	Wilbur L. Ross, Jr.,
	its Managing Member
WLR RECOVERY FUND III, L.P.
By:	WLR Recovery Associates III LLC, its General Partner
By:	WL Ross Group, L.P., its Managing Member
By:	El Vedado, LLC, its General Partner
By:
	Wilbur L. Ross, Jr.,
	its Managing Member
WLR IV PARALLEL ESC, L.P.
By:	INVESCO WLR IV Associates LLC, its General Partner
By:	INVESCO Private Capital, Inc., its Managing Member
By:
	Wilbur L. Ross, Jr.,
	its Chief Executive Officer
WLR/GS MASTER CO-INVESTMENT, L.P.
By:	WLR Master Co-Investment GP LLC, its General Partner
By:	WL Ross Group, L.P., its Managing Member
By:	El Vedado, LLC, its General Partner
By:
	Wilbur L. Ross, Jr.,
	its Managing Member

EX-4.1

Exhibit 4.1

ASSURED GUARANTY US HOLDINGS INC., as Issuer

AND

ASSURED GUARANTY LTD., as Guarantor

AND

THE BANK OF NEW YORK MELLON, as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of June 24, 2009

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 24, 2009, is among ASSURED GUARANTY US HOLDINGS, INC., a Delaware corporation (the “Company”), ASSURED GUARANTY LTD., a Bermuda company (the “Guarantor”) and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), as Trustee (the “Trustee”).

R E C I T A L S

WHEREAS, the Company and the Guarantor have heretofore executed and delivered to the Trustee an Indenture, dated as of May 1, 2004 (the “Base Indenture” and, as further supplemented by this Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of Securities (as defined in the Indenture) of the Company that are fully and unconditionally guaranteed (the “Guarantee”) by the Guarantor;

WHEREAS, Article 9 of the Base Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1 of the Base Indenture;

WHEREAS, pursuant to Section 3.1 of the Base Indenture, the Company wishes to provide for the issuance of a new series of Securities to be known as its 8.50% Senior Notes due June 1, 2014 (the “Notes”), the form and terms of such Notes and the terms, provisions and conditions thereof to be set forth as provided in this Supplemental Indenture;

WHEREAS, the Guarantor wishes to fully and unconditionally guarantee the Notes in accordance with the terms of the Indenture;

WHEREAS, the Company and the Guarantor have requested that the Trustee execute and deliver this Supplemental Indenture and all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Company, have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01           Relation to Base Indenture.  This Supplemental Indenture constitutes an integral part of the Base Indenture.

Section 1.02           Definition of Terms.  For all purposes of this Supplemental Indenture:

(a)           Capitalized terms used herein without definition shall have the meanings specified in the Base Indenture, or, if not defined in the Base Indenture, in the Purchase Contract and Pledge Agreement;

(b)           a term defined anywhere in this Supplemental Indenture has the same meaning throughout;

(c)           the singular includes the plural and vice versa;

(d)           headings are for convenience of reference only and do not affect interpretation;

(e)           the following terms have the meanings given to them in this Article 1:

“Accounting Event” means the receipt by the audit committee of the Guarantor’s Board of Directors of a written report in accordance with Statement on Auditing Standards (“SAS”) No. 97, “Amendment to SAS No. 50—Reports on the Application of Accounting Principles,” from the Guarantor’s independent auditors, provided at the request of management, to the effect that, as a result of a change in accounting rules after the date of original issuance of the Notes, the Guarantor must either (a) account for the Purchase Contracts as derivatives under SFAS 133 (or otherwise mark-to-market or measure the fair value of all or any portion of the Purchase Contracts with changes appearing in the Guarantor’s income statement) or (b) account for the Units using the if-converted method under SFAS 128, and that such accounting treatment will cease to apply upon redemption of the Notes.

“Additional Amounts” shall have the meaning set forth in Section 6.01(b).

“Applicable Ownership Interest in Notes” has the meaning set forth in the Purchase Contract and Pledge Agreement.

“Applicable Principal Amount” means the aggregate principal amount of the Notes that are components of Corporate Units on the Special Event Redemption Date.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions and trust companies in the City of New York are permitted or required by applicable law to close.

“Code” shall have the meaning set forth in Section 6.01(a).

“Collateral Account” has the meaning set forth in the Purchase Contract and Pledge Agreement.

“Collateral Agent” has the meaning set forth in the Purchase Contract and Pledge Agreement.

“Collateral Substitution” has the meaning set forth in the Purchase Contract and Pledge Agreement.

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“Contract Settlement Price” shall have the meaning set forth in Section 7.01(c)(iv)(B).

“Corporate Units” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Custodial Agent” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Depository” means a clearing agency registered under Section 17A of the Exchange Act that is designated to act as Depository for the Corporate Units pursuant to the Purchase Contract and Pledge Agreement.

“Depository Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Depository effects book entry transfers and pledges of securities deposited with the Depository.

“Early Remarketing” has the meaning set forth in the Purchase Contract and Pledge Agreement.

“Early Remarketing Period” has the meaning set forth in the Purchase Contract and Pledge Agreement.

“Early Settlement” has the meaning set forth in the Purchase Contract and Pledge Agreement.

“Exchange Act” means the U.S. Securities and Exchange Act of 1934, as amended.

“Failed Remarketing” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Fundamental Change Early Settlement” has the meaning set forth in the Purchase Contract and Pledge Agreement.

“Global Notes” shall have the meaning set forth in Section 2.04.

“Holder” means (a) with respect to the Corporate Units or the Treasury Units, such term as defined in the Purchase Contract and Pledge Agreement, and (b) with respect to the Notes, the Person in whose name at the time a particular Note is registered on the books of the Trustee kept for that purpose.

“Increased Principal Amount” shall have the meaning set forth in Section 2.09.

“Interest Payment Dates” shall have the meaning set forth in Section 2.05(b).

“Interest Rate” shall have the meaning set forth in Section 2.05(a).

“Minimum Price” shall have the meaning set forth in Section 7.01(h).

“Modification” shall have the meaning set forth in Section 7.02(a)(ii).

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“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

“Pledged Note” is a Note held by the Collateral Agent pursuant to the pledge under the Purchase Contract and Pledge Agreement.

“Proceeds” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Purchase Contract and Pledge Agreement” means the Purchase Contract and Pledge Agreement, dated as of June 24, 2009, between the Guarantor and The Bank of New York Mellon, as Purchase Contract Agent, collateral agent, custodial agent and securities intermediary, as amended from time to time.

“Purchase Contracts” and “Purchase Contract” shall have their respective meanings specified in the Purchase Contract and Pledge Agreement.

“Purchase Contract Settlement Date” means June 1, 2012.

“Purchase Price” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Put Price” shall have the meaning set forth in Section 7.04(a).

“Put Right” shall have the meaning set forth in Section 7.04(a).

“Quarterly Interest Payment Date” shall have the meaning set forth in Section 2.05(b).

“Quotation Agent” means any primary U.S.  government securities dealer in New York selected by the Company.

“Record Date” means (a) with respect to any Quarterly Interest Payment Date for the Notes, the fifteenth day (regardless of whether such day is a Business Day) of the calendar month next preceding the calendar month in which such Quarterly Interest Payment Date falls; and (b) with respect to the Reset Effective Date that is not a Quarterly Interest Payment Date, any day selected as the Record Date by the Company so long as such Record Date is more than one Business Day but less than sixty Business Days prior to such Interest Payment Date.

“Redemption Amount” shall mean, for each Note, an amount equal to the product of the principal amount of that Note and a fraction, the numerator of which is the Special Event Treasury Portfolio Purchase Price and the denominator of which is the Applicable Principal Amount; provided that in no event shall the Redemption Amount for any Note be less than the principal amount of such Note.

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“Redemption Price” shall mean, for each Note, the Redemption Amount; provided that the interest due and payable on the Special Event Redemption Date will be paid to the record Holder of such Note on the immediately preceding Record Date.

“Reduced Principal Amount” shall have the meaning set forth in Section 2.09.

“Released Note” shall have the meaning set forth in Section 2.09.

“Remarketed Notes” shall have the meaning set forth in Section 7.01(i).

“Remarketing Agent” shall mean the Remarketing Agent designated by the Company under the Remarketing Agreement.

“Remarketing Agreement” means the Remarketing Agreement to be entered into among the Guarantor, the Company, the Remarketing Agent, and The Bank of New York Mellon, as Purchase Contract Agent, substantially in the form attached to the Purchase Contract and Pledge Agreement as an exhibit, as amended from time to time in accordance with its terms.

“Remarketing Announcement” shall have the meaning set forth in Section 7.01(c).

“Remarketing Announcement Date” means (i) the sixth Business Day immediately preceding the first Remarketing Date of any Three-Business Day Remarketing Period during the Period for Early Remarketing and (ii) for the Final Three-Business Day Remarketing Period, the third Business Day immediately preceding the first Remarketing Date of the Final Three-Business Day Remarketing Period.

“Remarketing Price” shall have the meaning set forth in Section 7.01(c)(iv)(A).

“Remarketing Treasury Portfolio” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Remarketing Treasury Portfolio Purchase Price” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Remarketing Date(s)” has the meaning set forth in the Purchase Contract and Pledge Agreement.

“Reset Effective Date” means, (i) in connection with a Successful Remarketing of the Notes during the Period for Early Remarketing, the third Business Day immediately following the Remarketing Date on which the Notes are successfully remarketed unless the Notes are successfully remarketed within the next succeeding five Business Days of an Interest Payment Date in which case the Reset Effective Date shall be such Interest Payment Date, and (ii) in connection with a Successful Remarketing of the Notes on any of the Remarketing Dates during the Final Three-Business Day Remarketing Period, the Purchase Contract Settlement Date.

“Reset Rate” means the interest rate per annum, calculated in accordance with Section 7.02(a) below, on the Notes to be in effect on and after the Reset Effective Date.

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“Separate Notes” means Notes that are no longer a component of Corporate Units.

“Separate Notes Purchase Price” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Special Event” means either an Accounting Event or a Tax Event.

“Special Event Redemption” means the redemption of the Notes pursuant to the terms hereof following the occurrence of a Special Event.

“Special Event Redemption Date” shall have the meaning set forth in Section 3.01.

“Special Event Treasury Portfolio” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Special Event Treasury Portfolio Purchase Price” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Stated Maturity” shall have the meaning specified in Section 2.02.

“Subjected Note” shall have the meaning set forth in Section 2.09.

“Subsequent Interest Payment Date” means, following the Reset Effective Date, if the Company elects on the Successful Remarketing Date to make interest payable on a semi-annual basis, each semi-annual interest payment date established by the Company on such Successful Remarketing Date.  Otherwise, each reference to “Subsequent Interest Payment Date” means a Quarterly Interest Payment Date.

“Successful Remarketing” shall have the meaning specified in the Purchase Contract and Pledge Agreement.

“Successful Remarketing Date” means the Remarketing Date on which the Notes are successfully remarketed in accordance with the provisions of the Remarketing Agreement.

“Taxes” shall have the meaning set forth in Section 6.01(a).

“Tax Event” means the receipt by the Company of an opinion of counsel, rendered by a law firm having a recognized national tax practice, to the effect that, as a result of any amendment to, change in or announced proposed change in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative decision, pronouncement, judicial decision or action interpreting or applying such laws or regulations, which amendment or change is effective or which proposed change, pronouncement, action or decision is announced on or after the date of original issuance of the Notes, (a) there is more than an insubstantial increase in the risk that interest payable by the Company on the Notes is not, or within 90 days of the date of such opinion, will not be, deductible by the Company, in whole or in part, for U.S. federal income tax purposes or (b) the Company or the Guarantor has become or would become obligated to pay, on the next day on which any amount would be payable with respect to the Notes, any Additional

6

Amounts and the Company or the Guarantor, as applicable, delivers to the Trustee an Officers’ Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it.

“Taxing Jurisdiction” shall have the meaning set forth in Section 6.01(a).

“Treasury Unit” has the meaning set forth in the Purchase Contract and Pledge Agreement.

“Underwriters” means the underwriters identified in Schedule A to the Underwriting Agreement.

“Underwriting Agreement” means the Underwriting Agreement, dated as of June 18, 2009 among the Guarantor, the Company and the Underwriters, relating to the issuance of Corporate Units by the Company.

The terms “Company,” “Guarantor,” “Trustee,” “Indenture,” “Base Indenture”, “Notes” and “Guarantee” shall have the respective meanings set forth in the recitals to this Supplemental Indenture and the paragraph preceding such recitals.

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section 2.01           Designation and Principal Amount.  There is hereby authorized a series of Securities designated as 8.50% Senior Notes due June 1, 2014 limited in aggregate principal amount to $ 150,000,000 (or up to $ 172,500,000 if the Underwriters exercise their overallotment option to purchase additional Corporate Units in full as set forth in the Underwriting Agreement); provided, however, that the Company, without notice to or consent of the Holders, may issue additional Securities of this series and thereby increase such principal amount in the future, on the same terms and conditions (except for the issue date and, if applicable, the date from which interest accrues and the first Interest Payment Date) as the Securities of this series.  The Notes may be issued from time to time upon written order of the Company for the authentication and delivery of Notes pursuant to Section 3.3 of the Base Indenture.

Section 2.02           Maturity.  Unless a Special Event Redemption has occurred, the Notes will mature and the principal amount thereof shall be due and payable together with all accrued and unpaid interest thereon, on the Stated Maturity.  The “Stated Maturity” shall mean June 1, 2014 or such other date as determined by the Company on the Successful Remarketing Date (subject to agreement between the Company and the Remarketing Agent pursuant to the Remarketing Agreement with respect to the Remarketing Fee) in accordance with Section 7.02, it being understood that if there shall have been a Failed Remarketing, the Stated Maturity shall remain June 1, 2014.

Section 2.03           Form, Payment and Appointment.  Except as provided in Section 2.04, the Notes shall be issued in fully registered, certificated form, bearing identical terms and registered in the name of the Purchase Contract Agent.  Principal of, and premium, if any, and interest on the Notes will be payable, the transfer of such Notes will be registrable, and such Notes will be

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exchangeable for Notes of a like aggregate principal amount in denominations of $1,000 (unless Notes have previously been issued in denominations of $50 and integral multiples thereof, in which case Notes will be exchangeable for a like aggregate principal amount in denominations of $50 and integral multiples of $50) and integral multiples of $1,000 bearing identical terms and provisions, at the office or agency of the Company and the Guarantor maintained for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company or the Guarantor by check mailed to the Holder at such address as shall appear in the Security Register or by wire transfer to an account with a financial institution in the United States appropriately designated by the Holder entitled to payment by notice to the Trustee given at least 15 days prior to the Interest Payment Date.

No service charge shall be made for any registration of transfer or exchange of the Notes, but the Company may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Security Registrar and Paying Agent for the Notes shall initially be the Trustee.

The Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that upon the release by the Collateral Agent of the Pledged Notes in accordance with Section 3.15 of the Purchase Contract and Pledge Agreement, the Notes shall, if requested by the Purchase Contract Agent, be issuable in denominations of $50 and integral multiples of $50.  Each Applicable Ownership Interest in a Note held as a component of a Corporate Unit represents an undivided ownership interest of 1/20, or 5%, of $1,000 principal amount of Notes.

Section 2.04           Global Notes.  Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and released from the Collateral Account will be issued in permanent global form (a “Global Note”), and if issued as one or more Global Notes, the Depository shall be The Depository Trust Company or such other depository as any officer of the Company may from time to time designate.  On the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depository or its nominee, each having a zero principal balance.  Upon the creation of Treasury Units or the recreation of Corporate Units, an appropriate annotation shall be made on the Schedule of Increases and Decreases on the Global Notes held by or on behalf of the Depository and on the Pledged Note held by the Collateral Agent.  Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (a) if the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Notes or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depository within 90 days of that notice or of its becoming aware of such cessation or (b) upon recreation of Corporate Units; provided that, subject to the last paragraph of Section 2.03, the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the

8

Holders thereof for any purpose under the Indenture.  Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depository or a nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.  Any Global Note that is exchangeable pursuant to clause (a) of the fourth sentence of this Section 2.04 shall be exchangeable for Notes in certificated form registered in such names as the Depository shall direct.

Section 2.05           Interest.  (a)  The Notes will bear interest initially at the rate of 8.50% per year (the “Interest Rate”) from the date of original issuance to, but excluding, the earlier of (i) the Stated Maturity and (ii) the Reset Effective Date.  In the event of a Successful Remarketing of the Notes, the Interest Rate will be reset by the Remarketing Agent, as set forth under Section 7.02.  If the Interest Rate is so reset, the Notes will bear interest at the Reset Rate from the related Reset Effective Date to, but excluding, the Stated Maturity.  The Notes shall bear interest, to the extent permitted by law, compounded quarterly or semi-annually, as applicable, on any overdue principal and payment of interest at the Interest Rate through and including the day immediately preceding the Reset Effective Date and at the Reset Rate thereafter.

(b)           Interest on the Notes shall be payable initially quarterly in arrears on (i) March 1, June 1, September 1 and December 1 of each year (each, a “Quarterly Interest Payment Date”), commencing on September 1, 2009, and (ii) the Reset Effective Date, but only to the extent such Reset Effective Date is not a Quarterly Interest Payment Date, in each case, to the Person in whose name such Note, or any Predecessor Security, is registered at the close of business on the Record Date for such Interest Payment Date.  With respect to clause (ii) of the previous sentence, the Company shall designate a Record Date for such Interest Payment Date no later than 10 Business Days prior to the Record Date selected by the Company.  Following a Successful Remarketing of the Notes, interest on the Notes, if the Company so elects on the Successful Remarketing Date, may be payable semi-annually in arrears on the Subsequent Interest Payment Dates (together with Quarterly Interest Payment Dates and the Reset Effective Date, if not a Quarterly Interest Payment Date, the “Interest Payment Dates”).  Interest payments will include interest accrued from and including the immediately preceding Interest Payment Date or, in the case of the first Interest Payment Date, from and including June 24, 2009, to but excluding such Interest Payment Date.  If the Reset Effective Date is not a Quarterly Interest Payment Date, (i) interest paid on the Reset Effective Date shall be paid to the Collateral Agent and will be released by the Collateral Agent to the Purchase Contract Agent for distribution to Holders of Corporate Units subject to the provisions of the Purchase Contract and Pledge Agreement on the Interest Payment Date for the Corporate Units next following the Reset Effective Date and at the times provided for in Sections 3.13, 4.01(b) and 5.07 of the Purchase Contract and Pledge Agreement, and (ii) interest on the Notes will accrue from, and including, the Reset Effective Date at the Reset Rate and be payable on the Subsequent Interest Payment Dates.

(c)           The amount of interest payable for any full quarterly period or any full semi-annual period, as the case may be, will be computed on the basis of a 360-day year consisting of twelve 30-day months.  The amount of interest payable for any period shorter than a full quarterly or semi-annual period, as the case may be, for which interest is computed will be computed on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed per 30-day month.  In the event that any scheduled Interest

9

Payment Date falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment Date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next calendar year, then such payment will be made on the preceding Business Day, in each case, with the same force and effect as if made on such scheduled Interest Payment Date.

Section 2.06           No Defeasance.  The provisions of Sections 4.2 of the Base Indenture shall not apply to the Notes.

Section 2.07           No Sinking Fund.  The Notes are not entitled to the benefit of any sinking fund.

Section 2.08           Guarantee.  The provisions of Article 16 of the Base Indenture shall apply to the Notes.

Section 2.09           Increase and Decrease.  In the event that any Notes underlying Applicable Ownership Interests in Notes are to be released from the Pledge following a Collateral Substitution, Early Settlement or Fundamental Change Early Settlement pursuant to the Purchase Contract and Pledge Agreement (a “Released Note”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting a reduction in the principal amount of such Pledged Note equal in amount (the “Reduced Principal Amount”) to the principal amount of the Released Note. The Collateral Agent shall confirm any such Reduced Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Reduced Principal Amount to the Trustee at the telecopier number or address of the Trustee provided for notices to the Trustee in the Purchase Contract and Pledge Agreement (or at such other telecopier or address as the Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Trustee shall, or shall instruct the Custodial Agent to increase the principal amount of a Global Note held by it or by the Custodial Agent in an amount equal to the Reduced Principal Amount by an endorsement made by it or by the Custodial Agent on such Global Note to reflect such increase. In the event that a Note is transferred to the Collateral Agent pursuant to Section 3.14 of the Purchase Contract and Pledge Agreement (a “Subjected Note”) in connection with the recreation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Note equal in amount (the “Increased Principal Amount”) to the principal amount of such Subjected Note. The Collateral Agent shall confirm any such Increased Principal Amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Note evidencing such Increased Principal Amount to the Trustee at the telecopier number or address of the Trustee provided for notices to the Trustee in the Purchase Contract and Pledge Agreement (or at such other telecopier or address as the Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Trustee shall, or shall instruct the Custodial Agent to decrease the principal amount of the Global Note held by it or by the Custodial Agent in an amount equal to the Increased Principal Amount by an endorsement made by it or by the Custodial Agent on such Global Note to reflect such decrease.

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ARTICLE III

REDEMPTION OF THE NOTES

Section 3.01           Special Event Redemption.  If a Special Event shall occur and be continuing, the Company may, at its option, redeem the Notes in whole, but not in part, on any Interest Payment Date prior to the earlier of the Successful Remarketing Date or the Purchase Contract Settlement Date, at a price per Note equal to the Redemption Price, payable on the date of redemption (the “Special Event Redemption Date”) in accordance with the redemption procedures set forth in Section 3.04 below.  The Redemption Price payable in respect of all Notes included in Corporate Units will be distributed to the Collateral Agent, which in turn will apply such Redemption Price to purchase the Special Event Treasury Portfolio on behalf of the Holders of the Corporate Units and remit the remaining portion (net of fees and expenses, if any), if any, of such Redemption Price to the Purchase Contract Agent for payment to the Holders of the Corporate Units. Thereafter, the Applicable Ownership Interests in the Special Event Treasury Portfolio will be substituted for the Applicable Ownership Interests in Notes and will be pledged to the Company through the Collateral Agent to secure the Holders’ obligations to purchase Common Shares under the related Purchase Contract. Holders of Separate Notes will directly receive the Redemption Price with respect to their Separate Note.

Section 3.02           Notice of Special Event Redemption.  The Company shall notify the Collateral Agent in writing that that a Special Event has occurred and the Company intends to redeem the Notes on the Special Event Redemption Date.  If the Company elects to redeem the Notes in connection with a Special Event Redemption, the Company shall appoint the Quotation Agent to assist the Company in determining the Treasury Portfolio Purchase Price.

Section 3.03           Effect of Redemption. Notice of Special Event Redemption having been given as provided for in Section 11.4 of the Base Indenture, the Notes shall become due and payable on the Special Event Redemption Date at the Redemption Price.  Unless the Company defaults in the payment of the Redemption Price, on and after the Special Event Redemption Date, once notice of Special Event Redemption is so given and funds are irrevocably deposited, in each case, in accordance with Section 3.04, (a) interest shall cease to accrue on the Notes immediately prior to the close of business on the Special Event Redemption Date, (b) the Notes shall no longer be Outstanding and (c) all rights of the Holders in respect of the Notes shall terminate and lapse (other than the right to receive the Redemption Price upon surrender of such Notes but without interest on such amount).  Following the notice of Special Event Redemption, neither the Company nor the Trustee shall be required to register the transfer of or exchange the Notes to be redeemed.

Section 3.04           Redemption Procedures.  On or prior to 11:00 a.m., New York City time, on the Special Event Redemption Date, the Company or the Guarantor shall deposit with the Trustee or with a Paying Agent immediately available funds in an amount sufficient to pay, on the Special Event Redemption Date, the aggregate Redemption Price for all outstanding Notes.  If the Company has paid to the Trustee a sufficient amount of cash in connection with the related Special Event Redemption Date of the Notes, then, if the Notes are Global Notes, on the Special Event Redemption Date, the Trustee will irrevocably deposit with the Depository funds sufficient to pay the Redemption Price for the Notes being redeemed.  The Company will also

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give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the holders of beneficial interests in the Global Notes.  If any Special Event Redemption Date is not a Business Day, then the Redemption Amount will be payable on the next Business Day (and without any interest or other payment in respect of any such delay).  However, if payment on the next Business Day causes payment of the Redemption Amount to be in the next calendar year, then payment will be on the immediately preceding Business Day, in each case with the same force and effect as if made on that payment date.  Interest to be paid on or before the Special Event Redemption Date for any Notes called for Special Event Redemption shall be payable to the Holders on the Record Dates for the related Interest Payment Dates.

Section 3.05           No Other Redemption.  Except as set forth in this Article 3, the Notes shall not be redeemable by the Company prior to the Maturity Date.  Except for Sections 11.2 and 11.4, the remaining redemption provisions of Article 11 of the Base Indenture shall not apply to the Notes.

ARTICLE IV

FORM OF NOTE

Section 4.01           Form of Note.  The Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form attached as Exhibit A hereto, with such changes to the Notes as the officers of the Company executing the Notes (by manual or facsimile signature) may approve, such approval to be conclusively evidenced by their execution thereof.

ARTICLE V

ORIGINAL ISSUE OF NOTES

Section 5.01           Original Issue of Notes. Notes in the aggregate principal amount of $150,000,000 (or up to $172,500,000 if the Underwriters exercise their overallotment option to purchase additional Corporate Units in full as set forth in the Underwriting Agreement) may from time to time, upon execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company pursuant to Section 3.3 of the Base Indenture without any further action by the Company (other than as required by the Base Indenture).

ARTICLE VI

ADDITIONAL AMOUNTS

Section 6.01           Additional Amounts.  (a)  The Company and the Guarantor will make all payments under or with respect to the Notes and the Guarantee free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter “Taxes”) imposed or levied by or on behalf of the United States of America or Bermuda, or any political subdivision or any authority or

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agency therein or thereof having power to tax (a “Taxing Jurisdiction”), unless the Company or the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.  As used in this Note, the term “Taxes” shall not include (i) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment, or governmental charge; (ii) any Tax payable otherwise than by withholding from payments in respect of the Notes or the guarantees; and (iii) any Tax imposed by reason of payments on the Notes being treated as “contingent interest” within the meaning of Section 871(h)(4) of the Internal Revenue Code of 1986, as amended (the “Code”).

(b)           If the Company or the Guarantor is required to withhold or deduct any amount for or on account of Taxes imposed by a Taxing Jurisdiction from any payment made under or with respect to the Notes or the Guarantee, the Company or the Guarantor shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by Holders of the Notes after such withholding or deduction (including any withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount such Holders would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to any Taxes to the extent such Taxes would not have been so imposed:

(1)           but for the relevant Holder (or the beneficial owner of such Notes) (i) having any present or former connection with the Taxing Jurisdiction, including, without limitation, being or having been a citizen or resident thereof, or having been present, having been incorporated in, having engaged in a trade or business or having (or having had) a permanent establishment or principal office therein, (ii) being a controlled foreign corporation within the meaning of Section 957(a) of the Code related within the meaning of Section 864(d)(4) of the Code to the Company or the Guarantor, (iii) being an actual or constructive owner of 10 percent or more of the total combined voting power of all classes of stock of the Company or the Guarantor entitled to vote, (iv) being a bank for United States federal income tax purposes whose receipt of interest on the Note is described in Section 881(c)(3)(A) of the Code or (v) being subject to backup withholding as of the date of the purchase by the Holder of the Note;

(2)           but for the failure of the relevant Holder (or the beneficial owner of such Notes) to use its reasonable best efforts, to the extent such Holder (or beneficial owner) is legally entitled to do so, to comply upon written notice by the Company or the Guarantor delivered 60 days prior to any payment date with a request to satisfy any certification, identification or other reporting requirements, which shall include any applicable forms or instructions, whether imposed by statute, treaty, regulation, or administrative practice, concerning the nationality or residence of such Holder or the connection of such Holder with the Taxing Jurisdiction;

(3)           but for an election by the Holder of such Notes, the effect of which is to make one or more payments in respect of such Notes subject to United States federal income tax or withholding tax provisions;

(4)           if the payment could have been made without such deduction or withholding if the relevant Holder had presented such Note for payment within 30 days

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after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had such Note been presented on the last day of such 30-day period);

(5)           with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, member or beneficial owner been the actual Holder of such Note (but only if there is no material cost or expense associated with transferring such Notes to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); and

(6)           any combination of items (1), (2), (3), (4) or (5) above

ARTICLE VII

REMARKETING

Section 7.01           Remarketing Procedures.  (a)  Pursuant to the Remarketing Agreement and as described below, the Company (i) during the Period for Early Remarketing may, at its option, select one or more Three-Business Day Remarketing Periods consisting of three successive Remarketing Dates on each of which it shall cause the Remarketing Agent to remarket, in whole (but not in part), unless the Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Special Event Redemption shall have occurred or will occur on or prior to the last possible Remarketing Date related to the applicable Three-Business Day Remarketing Period, (A) the Pledged Notes of Corporate Units Holders included in the Corporate Units, and (B) any Separate Notes of Holders who have elected in the manner set forth in the Purchase Contract and Pledge Agreement and the Remarketing Agreement to have their Notes so remarketed, for settlement on the Reset Effective Date, and (ii) shall, unless the Notes have previously been successfully remarketed in accordance with the provisions of the Remarketing Agreement or a Special Event Redemption Date shall have occurred or will occur on or prior to the Purchase Contract Settlement Date, cause the Remarketing Agent to remarket, in whole (but not in part), on each Remarketing Date during the Final Three-Business Day Remarketing Period, (A) the Pledged Notes of Corporate Unit Holders who have not already settled the Purchase Contracts included in their Corporate Units and who have failed to notify the Purchase Contract Agent, on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, of their intention to settle such Purchase Contracts in cash, and (B) any Separate Notes of Holders who have elected in the manner set forth herein to have their Notes so remarketed, for settlement on the Purchase Contract Settlement Date.  The Company may select a Three-Business Day Remarketing Period during the Period for Early Remarketing by designating each of the three sequential Remarketing Dates to comprise such Three-Business Day Remarketing Period; provided that no Remarketing Date during the Period for Early Remarketing shall occur earlier than December 1, 2011 or later than May 1, 2012.

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(b)           The Company will request, not less than 10 Business Days prior to each Remarketing Announcement Date, that the Depository (or any successor or its nominee) notify the Depository participants holding Notes, Corporate Units and Treasury Units of the Remarketing.

(c)           On the Remarketing Announcement Date, the Company shall make an announcement regarding the proposed Remarketing of the Notes (the “Remarketing Announcement”).  The Remarketing Announcement shall specify the following:

(i)            (A)          if the Remarketing Announcement relates to a Remarketing to occur during the Period for Early Remarketing, that the Notes may be remarketed on any or all of the sixth, seventh and eighth Business Days following such Remarketing Announcement Date; or

(B)         if the Remarketing Announcement relates to a Remarketing to occur during the Final Three-Business Day Remarketing Period, that the Notes may be remarketed on any or all of the third, fourth and fifth Business Days following such Remarketing Announcement Date;

(ii)           (A)          if the Remarketing Announcement relates to a Remarketing to occur during the Period for Early Remarketing, that the Reset Effective Date will be the third Business Day following the Remarketing Date on which the Notes are successfully remarketed unless there is a Successful Remarketing within five Business Days of the next succeeding Interest Payment Date, in which case such Interest Payment Date will be the Reset Effective Date; or

(B)         if the Remarketing Announcement relates to a Remarketing to occur during the Final Three-Business Day Remarketing Period, that the Reset Effective Date will be the Purchase Contract Settlement Date if there is a Successful Remarketing;

(iii)          that the Reset Rate and Subsequent Interest Payment Dates for the Notes will be established, and if the Company elects to make any Modifications to the terms of the Notes as provided in Section 7.02, that such Modifications will be set on the Successful Remarketing Date and effective on and after the Reset Effective Date;

(iv)          (A)          if the Remarketing Announcement relates to a Remarketing to occur during the Period for Early Remarketing, that the Reset Rate will equal the interest rate on the Notes that will enable the Notes to be remarketed at a price (the “Remarketing Price”) equal to at least 100% of the sum of the Remarketing Treasury Portfolio Purchase Price and the Separate Notes Purchase Price, plus the applicable Remarketing Fee; or

(B)         if the Remarketing Announcement relates to a Remarketing to occur during the Final Three-Business Day Remarketing Period, that the Reset Rate will equal the interest rate on the Notes that will enable the Notes to be remarketed at a price (the “Contract Settlement Price”) equal to at least 100% of their aggregate principal amount, plus the applicable Remarketing Fee; and

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(v)           the possible ranges of the Remarketing Fee, expressed as a percentage of the Remarketing Treasury Portfolio Purchase Price and the Separate Notes Purchase Price or as a percentage of the aggregate principal amount of the Notes to be remarketed, as the case may be.

On the Remarketing Announcement Date, the Company will issue a press release through any appropriate news agency, including Dow Jones & Company, Inc.  and Bloomberg Business News containing the Remarketing Announcement.

(d)           Each Holder of Separate Notes may elect to have Separate Notes held by such Holder remarketed in any Remarketing.  A Holder making such an election must, pursuant to the Purchase Contract and Pledge Agreement, notify the Custodial Agent and deliver such Separate Notes to the Custodial Agent on or prior to 5:00 p.m., New York City time, on the second Business Day, but no earlier than the fifth Business Day, immediately preceding the first Remarketing Date of any Three-Business Day Remarketing Period or the Final Three-Business Day Remarketing Period.  Any such notice and delivery may not be conditioned upon the level at which the Reset Rate is established in the Remarketing.  Any such notice and delivery may be withdrawn on or prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the first Remarketing Date of the applicable Three-Business Day Remarketing Period or the Final Three-Business Day Remarketing Period in accordance with the provisions set forth in the Purchase Contract and Pledge Agreement.  Any such notice and delivery not withdrawn by such time will be irrevocable with respect to such Remarketing.  Pursuant to Section 5.02 of the Purchase Contract and Pledge Agreement, promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the applicable Three-Business Day Remarketing Period or Final Three-Business Day Remarketing Period, the Custodial Agent, based on the notices and deliveries received by it prior to such time, shall notify the Remarketing Agent of the principal amount of Separate Notes to be tendered for Remarketing and shall cause such Separate Notes to be presented to the Remarketing Agent.  Under Section 5.02 of the Purchase Contract and Pledge Agreement, certain Notes that are components of Corporate Units will be deemed tendered for Remarketing and will be remarketed in accordance with the terms of the Remarketing Agreement.

(e)           Unless and until there has been a Successful Remarketing, on each Remarketing Date during a Three-Business Day Remarketing Period or the Final Three-Business Day Remarketing Period, the Company shall cause the Remarketing Agent to use its reasonable efforts to remarket the Notes that the Purchase Contract Agent and the Custodial Agent shall have notified the Remarketing Agent have been tendered for, or otherwise are to be included in, the Remarketing, at a price per $1,000 principal amount of the Notes such that the aggregate price for the aggregate principal amount of the Notes being Remarketed on that date will be approximately (i) if the Reset Effective Date is not the Purchase Contract Settlement Date, the Remarketing Price or (ii) if the Reset Effective Date is the Purchase Contract Settlement Date, the Contract Settlement Price.

(f)            In the event of a Successful Remarketing, on the Remarketing Date, the Remarketing Agent shall (i) notify the Collateral Agent, the Custodial Agent, the Purchase Contract Agent, the Company, the Trustee, the Depository and the Clearing Agency of the Reset Rate determined in such Remarketing, the Subsequent Interest Payment Dates and the related

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Regular Record Dates, any Modifications by the Company of the Notes and the aggregate principal amount of Notes sold in such Remarketing, (ii) notify each purchaser of the Reset Rate, the Subsequent Interest Payment Dates and the related Regular Record Dates, the Stated Maturity of the Notes and the aggregate principal amount such purchaser is to purchase, and (iii) instruct each purchaser to give instructions to its Depository participant to pay the purchase price on the Reset Effective Date in same day funds against delivery of the Notes purchased through the Depository’s normal procedures.  In addition, the Company will request that the Depository notify its participants, no later than the Business Day next succeeding the Successful Remarketing Date, of the Reset Rate, the Subsequent Interest Payment Dates and related Regular Record Dates and any Modifications of the Notes.

(g)           In accordance with the Depository’s normal procedures, on the Reset Effective Date, the transactions described above with respect to each Note tendered for purchase and sold in such Remarketing shall be executed through the Depository, and the accounts of the respective Depository participants shall be debited and credited and such Notes delivered by book entry as necessary to effect purchases and sales of such Notes.  The Depository shall make payment in accordance with its normal procedures.

(h)           In no event shall the aggregate price for the Notes in a Remarketing be less than a price (the “Minimum Price”) equal to (i) in the case of a Remarketing during the Period for Early Remarketing, 100% of the sum of the Remarketing Treasury Portfolio Purchase Price and the Separate Notes Purchase Price or (ii) in the case of a Remarketing during the Final Three-Business Day Remarketing Period, 100% of the aggregate principal amount of the Notes being remarketed.  A remarketing attempt on any Remarketing Date will be deemed unsuccessful if the (i) Remarketing Agent is unable to remarket the Notes for an aggregate price that is at least equal to the Minimum Price; or (ii) if a condition precedent to such Remarketing is not fulfilled.

(i)            The right of each Holder of Notes that are included in Corporate Units to have such Notes, and each Holder of Separate Notes to have any Separate Notes (together, the “Remarketed Notes”), remarketed and sold on any Remarketing Date shall be limited to the extent that (i) the Remarketing Agent conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii) a Special Event Redemption has not occurred prior to such Remarketing Date, (iii) the Remarketing Agent is able to find a purchaser or purchasers for Remarketed Notes at the Minimum Price, and (iv) the purchaser or purchasers deliver the purchase price therefore to the Remarketing Agent as and when required.

(j)            Neither the Trustee, the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Notes for Remarketing.

Section 7.02           Reset Rate; Modifications.  (a)  In connection with each Remarketing, (i) the Remarketing Agent shall determine the reset interest rate (rounded to the nearest one-thousandth (0.001) of one percent per annum) that it believes will, when applied to the Notes (with any Modifications as determined by the Company pursuant to this Section 7.02(a) taken into account), enable the aggregate principal amount of the Notes being remarketed on such date to be sold at an aggregate price equal to at least (A) if the Reset Effective Date is not the Purchase Contract Settlement Date, the Remarketing Price or (B) if the Reset Effective Date is the Purchase Contract Settlement Date, the Contract Settlement Price and (ii) if there is a

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Successful Remarketing, the Company may elect, at its option, to (A) change the Interest Payment Dates to semi-annually in arrears commencing on the Subsequent Interest Payment Dates; (B) change the Stated Maturity to any other date later than June 1, 2014 and earlier than June 1, 2039; (C) add to, modify or remove altogether redemption rights for the Company; provided that there shall be at least two years between the Reset Effective Date and any such additional or modified redemption date; and (D) add interest deferral provisions to the Notes (each, a “Modification”).  Any such election shall be evidenced by an Officer’s Certificate delivered to the Trustee promptly after any Modification is determined.  The reset interest rate established on the Remarketing Date on which a Successful Remarketing occurs shall be the “Reset Rate,” and the Reset Rate and any Modification the Company elects shall be effective on the Reset Effective Date.

(b)           Anything herein to the contrary notwithstanding, the Reset Rate shall not exceed the maximum rate permitted by applicable law and the Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate on the Notes and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the eighth Business Day before the first Remarketing Date of any Three-Business Day Remarketing Period) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate.

(c)           In the event of a Failed Remarketing or if no Notes are included in Corporate Units and none of the Holders of the Separate Notes elect to have their Notes remarketed in any Remarketing, the applicable interest rate on the Notes will not be reset and will continue to be the Interest Rate.

(d)           In the event of a Successful Remarketing, the Interest Rate shall be reset at the Reset Rate as determined by the Remarketing Agent under the Remarketing Agreement.  The Reset Rate shall be effective from and after the Reset Effective Date.

Section 7.03           Failed Remarketing.  (a) If, by 4:00 p.m., New York City time, on the last Remarketing Date of any Three-Business Day Remarketing Period, the Remarketing Agent is unable to remarket all of the Remarketed Notes at the Minimum Price, pursuant to the terms and conditions hereof, a Failed Remarketing shall be deemed to have occurred, and the Remarketing Agent shall so advise, by telephone the Depository, the Purchase Contract Agent and the Company.  Promptly following any Failed Remarketing, the Remarketing Agent shall return, no later than the Business Day immediately following the end of such Three-Business Day Remarketing Period, the Separate Notes submitted for Remarketing, if any, to the Custodial Agent for distribution to the appropriate Holders pursuant to the terms of the Purchase Contract and Pledge Agreement.

(b)           The Company shall cause a notice of such Failed Remarketing to be published through any appropriate news agency, including Dow Jones & Company, Inc.  and Bloomberg Business News no later than 9:00 a.m., New York City time, on the Business Day following the last Remarketing Date of such Three-Business Day Remarketing Period (which notice, if the unsuccessful Remarketing attempt shall occur during the Final Three-Business Day Remarketing

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Period, shall include the procedures that must be followed if a Holder of Notes wishes to exercise its Put Right, as hereinafter defined).

Section 7.04           Put Right.  (a)  If there has not been a Successful Remarketing prior to the Purchase Contract Settlement Date, Holders of Separate Notes and Holders of Notes that are a component of Corporate Units will, subject to this Section 7.04, have the right (the “Put Right”) to require the Company to purchase their Notes, on the Purchase Contract Settlement Date, at a price per Note equal to $1,000 (or $50 per Applicable Ownership Interest in Notes) plus accrued and unpaid interest to but excluding the Purchase Contract Settlement Date (the “Put Price”); provided , however, that as of the Purchase Contract Settlement Date, Holders of Notes that are part of a Corporate Unit with respect to which a Put Right has been automatically exercised under clause (b) below shall be deemed to have elected to pay the Purchase Price for the Common Shares to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right of such Notes equal to the Purchase Price in full satisfaction of such Holder’s obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Holder.

(b)           The Put Right of Holders of Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement.  The Put Price for Holders of Separate Notes shall be applied in accordance with Section 7.04(c) below.

(c)           The Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to the Trustee by such Holder on or prior to the second Business Day prior to the Purchase Contract Settlement Date.  On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has exercised a Put Right.  In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of such Separate Notes.

(d)           Notes purchased pursuant to the Put Right shall be cancelled by the Trustee.

Section 7.05           Additional Event of Default.  In addition to the events listed as Events of Default in Section 5.1 of the Base Indenture, it shall be an additional Event of Default with respect to the Notes if the Company shall not have satisfied its obligation to pay the Put Price when due with respect to any Separate Note following exercise of the Put Right in accordance with Section 7.04, unless such Notes underlie Corporate Units, in which case the obligation of the Company to pay the Put Price shall be netted against such Holder’s obligation to pay the Purchase Price (as defined in the Purchase Contract and Pledge Agreement) in accordance with Section 5.02 (b) under the Purchase Contract and Pledge Agreement.

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ARTICLE VIII

TAX TREATMENT

Section 8.01           Tax Treatment.  The Company agrees, and by acceptance of a Corporate Unit or a Separate Note, each beneficial owner of a Corporate Unit or a Separate Note will be deemed to have agreed, as applicable, for all tax purposes, (i) to treat itself as the owner of the Notes, (ii) to treat the Notes as indebtedness of the Company that are subject to the rules applicable to contingent payment debt instruments under Treas. Reg. Sec. 1.1275-4 and (iii) to treat the Corporate Units as comprised of the Notes and the Purchase Contracts as separate securities.  A Holder of Notes may obtain the comparable yield and projected payment schedule for the Notes, determined by the Company pursuant to Treas. Reg. Sec. 1.1275-4, by submitting a written request for such information to the Guarantor at the following address: Assured Guaranty Ltd., 30 Woodbourne Avenue, Hamilton HM08 Bermuda, Attention: Treasurer.

ARTICLE IX

MISCELLANEOUS

Section 9.01           Ratification of Indenture.  The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 9.02           Responsibility For Recitals, Etc.  The recitals herein and in the Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness thereof.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Notes.  The Trustee shall not be accountable for the use or application by the Company of the Notes or of the proceeds thereof.

Section 9.03           Separability.  In case any one or more of the provisions contained in this Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of the Notes, but this Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 9.04           Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company and the Trustee.

Section 9.05           Governing Law.  THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF.  The Company, the Guarantor and the Trustee hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the

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purposes of all legal proceedings arising out of or relating to this Supplemental Indenture or the Notes.  The Company, the Guarantor and the Trustee irrevocably waive to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 9.06           Counterparts.  This Supplemental Indenture may be executed in any number of counterparts by the parties hereto on separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

ASSURED GUARANTY US HOLDINGS INC.
By:
	Name:
	Title:
ASSURED GUARANTY LTD., as Guarantor
By:
	Name:
	Title:
THE BANK OF NEW YORK MELLON,
as Trustee
By:
	Name:
	Title:

22

EXHIBIT A

[IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:]

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF.  THIS GLOBAL NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

REGISTERED	REGISTERED
No.      CUSIP No. 04621W AB6 ISIN No. US04621WAB63	Initially $

ASSURED GUARANTY US HOLDINGS INC.

8.50% Senior Note due June 1, 2014

Assured Guaranty US Holdings Inc., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture referred to

23

below), for value received, hereby promises to pay to [Cede & Co.]/[The Bank of New York Mellon, as Purchase Contract Agent], or its registered assigns, the principal sum of [$            ]* [the principal amount as set forth in the Schedule of Increases or Decreases in Note attached hereto, which amount shall not exceed $150,000,000 (or $172,500,000 if the Underwriters exercise their overallotment option in full)]** on the Stated Maturity, and to pay interest thereon from June 24, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on each Interest Payment Date of each year, commencing on September 1, 2009, at the rate of 8.50% per annum through and including the day immediately preceding the Reset Effective Date, if any, and after the Reset Effective Date, semi-annually (if the Company elects such Modification on the Successful Remarketing Date) in arrears on the Subsequent Interest Payment Dates at the Reset Rate (from and including the Reset Effective Date), in each case on the basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is paid or duly provided for or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) to pay interest, compounded quarterly, at the rate of 8.50% per annum on any overdue principal and payment of interest through and including the day immediately preceding the Reset Effective Date, if any, and thereafter at the Reset Rate, if any, compounded semi-annually (if such Modification is applicable).  The amount of interest payable for any period shorter than a full quarterly or semi-annual period, as the case may be, for which interest is computed will be computed on the basis of a 30-day month and, for any period less than a month, on the basis of the actual number of days elapsed per 30-day month.  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Interest Payment Date.

Payment of the principal of and premium, if any, and interest on this Note will be made at the office or agency of the Company and the Guarantor maintained for that purpose in the Borough of Manhattan, The City of New York, which shall initially be the Corporate Trust Office of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided , however , that payment of interest may be made at the option of the Company or the Guarantor by check mailed to the Holder at such address as shall appear in the Security Register or by wire transfer to an account with a financial institution in the United States appropriately designated by the Holder entitled to payment by notice to the Trustee given at least 15 days prior to the Interest Payment Date.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

*Insert in certificated Note.

**Insert in Global Notes and Pledged Note

24

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

ATTEST:		ASSURED GUARANTY US HOLDINGS INC.
By:		By:
	Name:		Name:
	Title:		Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.

Dated:	THE BANK OF NEW YORK MELLON, as Trustee
	By:
		Authorized Signatory

25

FORM OF REVERSE OF NOTE

This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), fully and unconditionally guaranteed (the “Guarantee”) as to payment of principal, premium, if any, interest and any Additional Amounts (as defined in Section 6.01(b)) of the First Supplemental Indenture dated as of June 24, 2009 (the “First Supplemental Indenture”)) by Assured Guaranty Ltd., a Bermuda company (the “Guarantor”) issued and to be issued in one or more series under a Base Indenture (the “Base Indenture”, as further supplemented by the First Supplemental Indenture, the “Indenture”), dated as of May 1, 2004, between the Company and The Bank of New York Mellon, formerly known as The Bank of New York, as Trustee, to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

The Notes are senior unsecured obligations of the Company.  The Notes will rank without preference or priority among themselves and equally with all unsecured and unsubordinated indebtedness of the Company from time to time outstanding.  The Notes will be structurally subordinated to all obligations of the Company’s subsidiaries from time to time outstanding, including claims with respect to trade payables.

This Note is one of the series designated on the face hereof, limited in aggregate principal amount to $150,000,000 (up to $172,500,000 if the Underwriters exercise their overallotment option in full); provided however that the Company, without notice to or consent of the Holders, may issue additional Notes of this series and thereby increase such principal amount in the future, on the terms and conditions (except for issue date, public offering price and, if applicable, the date from which interest accrues and the first Interest Payment Date) with the same CUSIP number as the Notes of this series.

Unless an earlier Special Event Redemption has occurred, this Note shall mature and the principal amount thereof shall be due and payable together with all accrued and unpaid interest thereon on the Stated Maturity.  The “Stated Maturity” shall mean June 1, 2014 or, upon the Reset Effective Date, if the Company elects on the Successful Remarketing Date, any other date later than June 1, 2014 and earlier than June 1, 2039; it being understood that if there shall have been a Failed Remarketing, the Stated Maturity shall remain June 1, 2014.  Any Modifications the Company elects, in each case in accordance with the Indenture, shall be effective on and after the Reset Effective Date.

“Subsequent Interest Payment Date” means, following the Reset Effective Date, if the Company elects on the Successful Remarketing Date to make interest payable on a semi-annual basis, each semi-annual interest payment date established by the Company on such Successful Remarketing Date.  Otherwise, each reference to “Subsequent Interest Payment Date” means a Quarterly Interest Payment Date.

If a Special Event shall occur and be continuing, the Company may, at its option, redeem the Notes of this series in whole, but not in part, on any Interest Payment Date prior to the earlier of the Successful Remarketing Date or the Purchase Contract Settlement Date, at a price per Note equal to the Redemption Price as set forth in the Indenture.

26

If this Note is not a component of Corporate Units, the Holder of this Note may, on or prior to the second Business Day, but no earlier than the fifth Business Day, immediately preceding the first Remarketing Date of any Three-Business Day Remarketing Period, elect to have this Note remarketed in the same manner as Pledged Notes, by delivering this Note, along with a notice of such election to The Bank of New York Mellon, as Custodial Agent, for Remarketing in accordance with the Purchase and Pledge Agreement.

If there has not been a Successful Remarketing prior to the Purchase Contract Settlement Date, the Holders of Notes of this series will have the right to require the Company to purchase their Notes on the Purchase Contract Settlement Date, all as more fully described in the Indenture.

The Notes of this series are not entitled to the benefit of any sinking fund and will not be subject to defeasance.

If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Notes of each series at the time Outstanding.  The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of this series at the time Outstanding, on behalf of the Holders of all Notes of this series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Company and the Guarantor, which are absolute and unconditional, to pay the principal of and premium, if any, and interest and any Additional Amounts on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

27

The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof except as provided for in Section 2.03 of the First Supplemental Indenture.  As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Pursuant to Section 2.04 of the First Supplemental Indenture, Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be issued as Global Notes. Except as otherwise provided in the Indenture, or except upon recreation of Corporate Units, Notes represented by Global Notes will not be exchangeable for, and will not otherwise be issuable as, Notes in certificated form. Unless and until such Global Notes are exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depository or a nominee of the Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository.

Prior to due presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, the Guarantor the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

In the case of any conflict between the provisions of this Note and the Indenture, the provisions of the Indenture shall control.  This Note and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law provisions thereof.

The Company agrees, and by acceptance of a Corporate Unit or a Separate Note, each beneficial owner of a Corporate Unit or a Separate Note will be deemed to have agreed, as applicable, for all tax purposes (i) to treat itself as the owner of the Notes, (ii) to treat the Notes as indebtedness of the Company that are subject to the rules applicable to contingent payment debt instruments under Treas. Reg. Sec. 1.1275-4 and (iii) to treat the Corporate Units as comprised of the Note and the Purchase Contracts as separate securities.  A Holder of Notes of this series may obtain the comparable yield and projected payment schedule for the Notes of this series, determined by the Company pursuant to Treas. Reg. Sec. 1.1275-4, by submitting a written request for such information to the Guarantor at the following address: Assured Guaranty Ltd., 30 Woodbourne Avenue, Hamilton HM08 Bermuda, Attention: Treasurer.

28

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—		as tenants in common
TEN ENT	—		as tenants by the entireties
JT TEN	—		as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT				—
					(Minor)
		Custodian
					(Cust)
Under Uniform Gifts to Minors Act
						(State)
Additional abbreviations may also be used though not in the above list.

29

FOR VALUE RECEIVED, the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and appointing                                                                                                        to transfer said Note on the books of the Company with full power of substitution in the premises.

Dated:

Signature:

Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

Signature Guaranty:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

30

SCHEDULE OF INCREASES OR DECREASES IN NOTE(1)

The initial principal amount of this Note is $[                                  ].  The following increases or decreases in the principal amount of this Note have been made:

Date Amount of
decrease in
principal
amount of this
Note Amount of
increase in
principal
amount of this
Note Principal amount of
this Note
following
such decrease
(or increase) Signature of
authorized
signatory
of Trustee,
Custodial Agent
or Collateral
Agent

(1) Insert in Global Notes and Pledged Note

31

EXHIBIT B

PUT NOTICE

TO:	ASSURED GUARANTY US HOLDINGS INC.
	ASSURED GUARANTY LTD.
	THE BANK OF NEW YORK MELLON.

Please refer to the Indenture, dated as of May 1, 2004, between Assured Guaranty US Holdings Inc. (the “Company”), Assured Guaranty Ltd. (the “Guarantor”) and The Bank of New York Mellon, formerly known as The Bank of New York, as Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of June 24, 2009, among the Company, the Guarantor and the Trustee (such Indenture as amended and supplemented, the “Indenture”).  Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

The undersigned registered Holder of the Note designated below, which is being delivered to the Trustee herewith, hereby requests and instructs the Company to purchase such Note or the portion thereof specified below (so long as such portion is in a principal amount of $1,000 or an integral multiple thereof), in accordance with the terms of the Indenture, at the price of 100% of the principal amount of such Note (or portion thereof), plus accrued and unpaid interest thereon, but excluding, the Purchase Contract Settlement Date.  The Note (or portion thereof) shall be purchased by the Company as of the Purchase Contract Settlement Date pursuant to the terms and conditions specified in the Indenture.

Dated:

Signature:

NOTICE: The above signature of the Holder hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.

Signature Guarantee:

Note Certificate Number (if applicable):

Principal Amount:

Portion to be purchased if other than the Principal Amount set forth above:

Social Security or Other Taxpayer Identification Number:

DTC Account Number (if applicable):

32

Name of Account Party (if applicable):

PAYMENT INSTRUCTIONS: The purchase price of the Note should be paid by check in the name of the person(s) set forth below and mailed to the address set forth below.

Name(s)

(Please Print)

Address

(Please Print)

(Zip Code)

(Tax Identification or Social Security Number

33

EX-4.2

Exhibit 4.2

ASSURED GUARANTY LTD.

and

THE BANK OF NEW YORK MELLON,

as Purchase Contract Agent,

and

THE BANK OF NEW YORK MELLON,

as Collateral Agent, Custodial Agent and Securities Intermediary

PURCHASE CONTRACT AND PLEDGE AGREEMENT

Dated as of June 24, 2009

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
Section 1.01.	Definitions	1
Section 1.02.	Compliance Certificates and Opinions	21
Section 1.03.	Form of Documents Delivered to Purchase Contract Agent	22
Section 1.04.	Acts of Holders; Record Dates	22
Section 1.05.	Notices	24
Section 1.06.	Notice to Holders; Waiver	24
Section 1.07.	Effect of Headings and Table of Contents	25
Section 1.08.	Successors and Assigns	25
Section 1.09.	Separability Clause	25
Section 1.10.	Benefits of Agreement	25
Section 1.11.	Governing Law	25
Section 1.12.	Legal Holidays	26
Section 1.13.	Counterparts	27
Section 1.14.	Inspection of Agreement	27
Section 1.15.	Appointment of Financial Institution as Agent for the Company	27
Section 1.16.	No Waiver	27
Section 1.17.	Tax Treatment	27
Section 1.18.	Waiver Of Jury Trial	27
ARTICLE 2	CERTIFICATE FORMS	28
Section 2.01.	Forms of Certificates Generally	28
Section 2.02.	Form of Purchase Contract Agent’s Certificate of Authentication	28
ARTICLE 3	THE UNITS	28
Section 3.01.	Amount; Form and Denominations	28
Section 3.02.	Rights and Obligations Evidenced by the Certificates	28
Section 3.03.	Execution, Authentication, Delivery and Dating	30
Section 3.04.	Temporary Certificates	30
Section 3.05.	Registration; Registration of Transfer and Exchange	31
Section 3.06.	Book-Entry Interests	32
Section 3.07.	Notices to Holders	33
Section 3.08.	Appointment of Successor Depository	33
Section 3.09.	Definitive Certificates	33
Section 3.10.	Mutilated, Destroyed, Lost and Stolen Certificates	34
Section 3.11.	Persons Deemed Owners	35
Section 3.12.	Cancellation	36
Section 3.13.	Creation of Treasury Units by Substitution of Treasury Securities	36
Section 3.14.	Recreation of Corporate Units	39
Section 3.15.	Transfer of Collateral upon Occurrence of Termination Event	41
Section 3.16.	No Consent to Assumption	43
Section 3.17.	Substitutions	43

i

ARTICLE 4	THE NOTES AND APPLICABLE OWNERSHIP INTERESTS IN THE TREASURY PORTFOLIO	43
Section 4.01.	Interest Payments; Rights to Interest Payments Preserved	43
Section 4.02.	Principal Payments Prior to or on Purchase Contract Settlement Date	45
Section 4.03.	Notice and Voting	46
Section 4.04.	Special Event Redemption	47
Section 4.05.	Payments to Purchase Contract Agent	48
Section 4.06.	Payments Held in Trust	48
ARTICLE 5	THE PURCHASE CONTRACTS	48
Section 5.01.	Purchase of Common Shares	48
Section 5.02.	Remarketing; Payment of Purchase Price	50
Section 5.03.	Issuance of Common Shares	60
Section 5.04.	Anti-Dilution Adjustments	61
Section 5.05.	Notice of Adjustments and Certain Other Events	71
Section 5.06.	Termination Event; Notice	72
Section 5.07.	Early Settlement	72
Section 5.08.	No Fractional Shares	75
Section 5.09.	Charges and Taxes	76
ARTICLE 6	RIGHTS AND REMEDIES OF HOLDERS	76
Section 6.01.	Unconditional Right of Holders to Purchase Common Shares	76
Section 6.02.	Restoration of Rights and Remedies	76
Section 6.03.	Rights and Remedies Cumulative	76
Section 6.04.	Delay or Omission Not Waiver	77
Section 6.05.	Undertaking for Costs	77
Section 6.06.	Waiver of Stay or Extension Laws	77
ARTICLE 7	THE PURCHASE CONTRACT AGENT	77
Section 7.01.	Certain Duties and Responsibilities	77
Section 7.02.	Notice of Default	79
Section 7.03.	Certain Rights of Purchase Contract Agent	79
Section 7.04.	Not Responsible for Recitals or Issuance of Units	81
Section 7.05.	May Hold Units	81
Section 7.06.	Money Held in Custody	81
Section 7.07.	Compensation and Reimbursement	81
Section 7.08.	Corporate Purchase Contract Agent Required; Eligibility	82
Section 7.09.	Resignation and Removal; Appointment of Successor	82
Section 7.10.	Acceptance of Appointment by Successor	84
Section 7.11.	Merger, Conversion, Consolidation or Succession to Business	84
Section 7.12.	Preservation of Information; Communications to Holders	84
Section 7.13.	No Obligations of Purchase Contract Agent	85
Section 7.14.	Tax Compliance	85
ARTICLE 8	SUPPLEMENTAL AGREEMENTS	86
Section 8.01.	Supplemental Agreements without Consent of Holders	86
Section 8.02.	Supplemental Agreements with Consent of Holders	87
Section 8.03.	Execution of Supplemental Agreements	88
Section 8.04.	Effect of Supplemental Agreements	88

ii

Section 8.05.	Reference to Supplemental Agreements	88
ARTICLE 9	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	88
Section 9.01.	Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions	88
Section 9.02.	Rights and Duties of Successor Corporation	89
Section 9.03.	Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent	90
ARTICLE 10	COVENANTS	90
Section 10.01.	Performance under Purchase Contracts	90
Section 10.02.	Maintenance of Office or Agency	90
Section 10.03.	Company to Reserve Common Shares	91
Section 10.04.	Covenants as to Common Shares; Listing	91
Section 10.05.	Statements of Officers of the Company as to Default	91
Section 10.06.	ERISA	91
Section 10.07.	Tax Treatment	91
ARTICLE 11	PLEDGE	92
Section 11.01.	Pledge	92
Section 11.02.	Termination	92
ARTICLE 12	ADMINISTRATION OF COLLATERAL	92
Section 12.01.	Initial Deposit of Notes	92
Section 12.02.	Establishment of Collateral Account	93
Section 12.03.	Treatment as Financial Assets	93
Section 12.04.	Sole Control by Collateral Agent	93
Section 12.05.	Jurisdiction	94
Section 12.06.	No Other Claims	94
Section 12.07.	Investment and Release	94
Section 12.08.	Statements and Confirmations	94
Section 12.09.	Tax Allocations	94
Section 12.10.	No Other Agreements	94
Section 12.11.	Powers Coupled with an Interest	94
Section 12.12.	Waiver of Lien; Waiver of Set-off	95
ARTICLE 13	RIGHTS AND REMEDIES OF THE COLLATERAL AGENT	95
Section 13.01.	Rights and Remedies of the Collateral Agent	95
ARTICLE 14	REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT; HOLDER COVENANTS	96
Section 14.01.	Representations and Warranties	96
Section 14.02.	Covenants	97
ARTICLE 15	THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY	97
Section 15.01.	Appointment, Powers and Immunities	97
Section 15.02.	Instructions of the Company	98
Section 15.03.	Reliance by Collateral Agent, Custodial Agent and Securities Intermediary	99
Section 15.04.	Certain Rights	99
Section 15.05.	Merger, Conversion, Consolidation or Succession to Business	99

iii

Section 15.06.	Rights in Other Capacities	100
Section 15.07.	Non-reliance on Collateral Agent, the Custodial Agent and Securities Intermediary	100
Section 15.08.	Compensation and Indemnity	100
Section 15.09.	Failure to Act	101
Section 15.10.	Resignation and Removal of Collateral Agent, the Custodial Agent and the Securities Intermediary	102
Section 15.11.	Right to Appoint Agent or Advisor	103
Section 15.12.	Survival	104
Section 15.13.	Exculpation	104
Section 15.14.	Expenses, Etc	104
Section 15.15.	Force Majeure	105
ARTICLE 16	MISCELLANEOUS	105
Section 16.01.	Security Interest Absolute	105
Section 16.02.	Notice of Special Event, Special Event Redemption and Termination Event	105

iv

EXHIBITS

Exhibit A —	Form of Corporate Units Certificate
Exhibit B —	Form of Treasury Units Certificate
Exhibit C —	Instruction to Purchase Contract Agent From Holder to Create Treasury Units or Corporate Units
Exhibit D —	Notice from Purchase Contract Agent to Holders Upon Termination Event
Exhibit E —	Notice to Settle by Separate Cash
Exhibit F —	Form of Remarketing Agreement
Exhibit G —	Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units)
Exhibit H —	Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units)
Exhibit I —	Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units)
Exhibit J —	Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units)
Exhibit K —	Notice of Cash Settlement from the Purchase Contract Agent to the Collateral Agent
Exhibit L —	Instruction to Custodial Agent Regarding Remarketing
Exhibit M —	Instruction to Custodial Agent Regarding Withdrawal from Remarketing
Exhibit N —	Notice of Cash Settlement After Failed Final Remarketing
Exhibit O —	Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent (Settlement with Separate Cash)
Exhibit P —	Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent (Settlement with Separate Cash)

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PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of June 24, 2009, among ASSURED GUARANTY LTD., a Bermuda company (the “Company”), THE BANK OF NEW YORK MELLON, a New York banking corporation, acting as purchase contract agent for, and for purposes of the Pledge created hereby as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), THE BANK OF NEW YORK MELLON, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).

RECITALS

WHEREAS, the Company has duly authorized the execution and delivery of this Agreement and the Certificates evidencing the Units;

WHEREAS, all things necessary to make the Purchase Contracts, when the Certificates are executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent, as provided in this Agreement, the valid and legally binding obligations of the Company, and to constitute these presents a valid and legally binding agreement of the Company, in accordance with its terms, have been done; and

WHEREAS, pursuant to the terms of this Agreement and the Purchase Contracts, the Holders of the Units have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on behalf of such Holders and to grant the Pledge provided herein of the Collateral to secure the Obligations.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.          Definitions.  For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)           the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders;

(b)           all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States;

(c)           the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Exhibit or other subdivision;

(d)           the following terms which are defined in the UCC shall have the meanings set forth therein: “certificated security,”“control,”“financial asset,”“entitlement order,”“securities account” and “security entitlement”;

(e)           unless the context otherwise requires, any reference to an “Article” or “Section” or an “Exhibit” refers to an Article, Section or an Exhibit, as the case may be, to this Agreement; and

(f)            the following terms have the meanings given to them in this Section 1.01(e):

“Act” has the meaning, with respect to any Holder, set forth in Section 1.04.

“Address for Notices” has the meaning set forth in Section 1.05.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“Applicable Market Value” means the average of the Closing Price per Common Share on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Purchase Contract Settlement Date; provided, however, that if the Company enters into a Reorganization Event that causes the Common Shares to be converted into the right to receive other securities, cash or property, the Applicable Market Value will mean the value of such other securities, cash or property.

“Applicable Ownership Interest in Notes” means, a 1/20, or a 5%, undivided beneficial ownership interest in $1,000 principal amount of Notes that is a component of a Corporate Unit and “Applicable Ownership Interests in Notes” means the aggregate of each Applicable Ownership Interest in Notes that is a component of each Corporate Unit then Outstanding.

“Applicable Ownership Interest in the Remarketing Treasury Portfolio” means, with respect to a Corporate Unit and the U.S. Treasury securities in a Treasury Portfolio: (i) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) included in the

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Treasury Portfolio that matures on or prior to June 1, 2012, (ii) if the Reset Effective Date occurs prior to March 1, 2012, with respect to the originally scheduled quarterly Interest Payment Date on the Notes that would have occurred on March 1, 2012, an undivided beneficial ownership interest in a $1,000 interest or principal strip of a U.S. Treasury security that matures on or prior to March 1, 2012 in an amount equal to the interest payment that would be due on March 1, 2012 on a 1/20, or 5%, beneficial ownership interest in $1,000 principal amount of the Notes, assuming that (1) the interest rate on the Notes had not been reset to the Reset Rate and (2) interest on the Notes accrued from the Reset Effective Date to, but excluding, March 1, 2012 and (iii) with respect to the originally scheduled quarterly Interest Payment Date on the Notes that would have occurred on June 1, 2012, an undivided beneficial ownership interest in a $1,000 interest or principal strip of a U.S. Treasury security that matures on or prior to June 1, 2012 in an amount equal to the interest payment that would be due on June 1, 2012 on a 1/20, or 5%, beneficial ownership interest in $1,000 principal amount of the Notes, assuming that (1) the interest rate on the Notes had not been reset to the Reset Rate and (2) interest on the Notes accrued from the later of the Reset Effective Date and March 1, 2012 to, but excluding, June 1, 2012.

Notwithstanding the foregoing, if U.S. Treasury securities (or principal or interest strips thereof) that are to be included in a Remarketing Treasury Portfolio have a yield that is less than zero, then the Applicable Ownership Interest in the Remarketing Treasury Portfolio shall instead consist of: (i) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 cash; and (ii) if the Reset Effective Date occurs prior to March 1, 2012, with respect to the originally scheduled quarterly Interest Payment Date on the Notes that would have occurred on March 1, 2012, cash in an amount equal to the interest payment that would be due on March 1, 2012 on a 1/20, or 5%, beneficial ownership interest in $1,000 principal amount of the Notes, assuming that (1) the interest rate on the Notes had not been reset to the Reset Rate and (2) interest on the Notes accrued from the Reset Effective Date to, but excluding, March 1, 2012; and (iii) with respect to the originally scheduled quarterly Interest Payment Date on the Notes that would have occurred on June 1, 2012, cash in an amount equal to the interest payment that would be due on June 1, 2012 on a 1/20, or 5%, beneficial ownership interest in $1,000 principal amount of the Notes, assuming that (1) the interest rate on the Notes had not been reset to the Reset Rate and (2) interest on the Notes accrued from the later of the Reset Effective Date and March 1, 2012 to, but excluding, June 1, 2012.

“Applicable Ownership Interest in the Special Event Treasury Portfolio” means, with respect to a Corporate Unit and the U.S. Treasury securities in a Treasury Portfolio: (i) a 1/20, or 5%, undivided beneficial ownership interest in a $1,000 face amount of U.S. Treasury securities (or principal or interest strips thereof) included in the Treasury Portfolio that matures on or prior to June 1, 2012, and (ii) for each scheduled Interest Payment Date on the Notes that occurs after the Special Event Redemption Date and on or prior to June 1, 2012, an undivided beneficial ownership interest in a $1,000 principal or interest strip of a U.S. Treasury security that matures on or prior to that Interest Payment Date in an amount equal to the interest payment that would be due on a 1/20, or 5%, beneficial ownership interest in the principal amount of the Notes.

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Notwithstanding the foregoing, if U.S. Treasury securities (or principal or interest strips thereof) that are to be included in a Special Event Treasury Portfolio have a yield that is less than zero, then the Applicable Ownership Interest in the Special Event Treasury Portfolio shall instead consist of: (i) 1/20, or 5%, undivided beneficial ownership interest in $1,000 cash; and (ii) for each scheduled Interest Payment Date on the Notes that occurs after the Special Event Redemption Date and on or prior to June 1, 2012, cash in an amount equal to the interest payment that would be due on each such scheduled Interest Payment Date on a 1/20, or 5%, beneficial ownership interest in $1,000 principal amount of the Notes.

“Applicable Ownership Interest in the Treasury Portfolio” means the Applicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, collectively or individually, as the case may be.

“Applicable Principal Amount” means the aggregate principal amount of the Notes underlying the Pledged Applicable Ownership Interests in Notes.

“Applicable Remarketing Period” means (i) any Three-Business Day Remarketing Period during the Period for Early Remarketing or (ii) the Final Three-Business Day Remarketing Period, as the context requires.

“Applicants” has the meaning set forth in Section 7.12(b).

“Bankruptcy Code” means Title 11 of the United States Code, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

“Bankruptcy Law” means (i) the Bankruptcy Code or (ii) any and all relevant provisions of the Bermuda Companies Act (1981), or any successor thereto, relating to the winding up, dissolution, reconstruction or reorganization of the Company.

“Beneficial Owner” means, with respect to a Book-Entry Interest, a Person who is the beneficial owner of such Book-Entry Interest as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or as an indirect participant, in each case in accordance with the rules of such Depository).

“Board of Directors” means the board of directors of the Company or a duly authorized committee of that board.

“Board Resolution” means one or more resolutions of the Board of Directors, a copy of which has been certified by the Secretary or an Assistant Secretary of the Company, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Purchase Contract Agent.

“Book-Entry Interest” means a beneficial interest in a Global Certificate, registered in the name of a Depository or a nominee thereof, ownership and transfers of

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which shall be maintained and made through book entries by such Depository as described in Section 3.06.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions and trust companies in the City of New York are authorized or required by law or executive order to remain closed; provided that for purposes of the second paragraph of Section 1.12 only, the term “Business Day” shall also be deemed to exclude any day on which the Depository is closed.

“Cash” means any coin or currency of the United States as at the time shall be legal tender for payment of public and private debts.

“Cash Settlement” has the meaning set forth in Section 5.02(b)(i).

“Certificate” means a Corporate Units Certificate or a Treasury Units Certificate, as the case may be.

“close of business” means 5:00 p.m., New York City time.

“Closing Price” of the Common Shares on any date of determination means the closing sale price (or, if no closing sale price is reported, the last reported sale price) of a Common Share on the NYSE on that date or, if the Common Shares are not listed for trading on the NYSE on any such date, as reported in the composite transactions for the principal United States securities exchange on which the Common Shares are so listed.  If the Common Shares are not so listed on a United States national or regional securities exchange, the “Closing Price” means the last closing sale price of the Common Shares as reported by the last quoted bid price for the Common Shares in the over-the-counter market as reported by Pink OTC Markets Inc. or similar organization.  If the bid price is not available, the “Closing Price” means the market value of the Common Shares on the date of determination as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means the collective reference to:

(i)            the Collateral Account and all investment property and other financial assets from time to time credited to the Collateral Account and all security entitlements with respect thereto, including, without limitation, (A) the Applicable Ownership Interests in Notes and security entitlements relating thereto that are a component of the Corporate Units from time to time, (B) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each of the definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio) of the Holders with respect to the Treasury Portfolio which are a component of the Corporate Units from time to time; (C) any Treasury Securities and security entitlements relating thereto Transferred to the Securities Intermediary from time to time in connection with the creation of Treasury Units

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in accordance with Section 3.13 hereof and (D) payments made by Holders pursuant to Section 5.02 hereof;

(ii)           all Proceeds of any of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the pledgor or with respect to the pledgor); and

(iii)          all powers and rights now owned or hereafter acquired under or with respect to the Collateral.

“Collateral Account” means the securities account of The Bank of New York Mellon, as Collateral Agent, maintained on the books of the Securities Intermediary and designated “The Bank of New York Mellon, as Collateral Agent of Assured Guaranty Ltd., as pledgee of The Bank of New York Mellon, as the Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders.”

“Collateral Agent” means the Person named as “Collateral Agent” in the preamble of this Agreement until a successor Collateral Agent shall have become such pursuant to this Agreement, and thereafter “Collateral Agent” shall mean the Person who is then the Collateral Agent hereunder.

“collateral event of default” has the meaning set forth in Section 13.01(b).

“Collateral Substitution” means (i) with respect to the Corporate Units, (x) the substitution of Pledged Applicable Ownership Interests in Notes that are a component of such Corporate Units (if the Applicable Ownership Interests in the Treasury Portfolio have not replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units) with Treasury Securities in an aggregate principal amount at maturity equal to the Applicable Principal Amount, or (y) the substitution of Pledged Applicable Ownership Interests in the Treasury Portfolio that are a component of such Corporate Unit (if the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units) with Treasury Securities in an amount at maturity equal to the Pledged Applicable Ownership Interests in the Treasury Portfolio, or (ii) with respect to Treasury Units, (x) the substitution of Pledged Treasury Securities included in such Treasury Units (if the Applicable Ownership Interests in the Treasury Portfolio have not replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units) with Notes in an aggregate principal amount equal to the aggregate principal amount at stated maturity of the Pledged Treasury Securities, or (y) the substitution of Pledged Treasury Securities included in such Treasury Units (if the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units) with the appropriate Applicable Ownership Interests in the Treasury Portfolio (such that the amount of the Pledged Applicable Ownership Interests in the Treasury Portfolio equals the aggregate principal amount at maturity of such Pledged Treasury Securities).

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“Commission” means the Securities and Exchange Commission.

“Common Shares” means the common shares, par value $.01 per share, of the Company.

“Company” means the Person named as the “Company” in the preamble of this Agreement until a successor shall have become such pursuant to the applicable provision of this Agreement, and thereafter “Company” shall mean such successor.

“Corporate Trust Office” means the office of the Purchase Contract Agent at  which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 8W, New York, New York 10286, Attention: Corporate Trust Administration, Telephone: (212) 815-5360.

“Corporate Unit” means the collective rights and obligations of a Holder of a Corporate Units Certificate in respect of the Applicable Ownership Interests in Notes or the Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject in each case (except that the Applicable Ownership Interests in the Treasury Portfolio as specified in clauses (ii) and (iii) of each paragraph of the definition of Applicable Ownership Interest in the Remarketing Treasury Portfolio and clause (ii) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio shall not be subject to the Pledge) to the Pledge thereof, and the related Purchase Contract.

“Corporate Units Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Corporate Units specified on such certificate.

“Current Market Price” per Common Share on any day means the average of the daily Closing Prices on each of the five consecutive Trading Days ending the earlier of the day in question and the day before the “ex date” with respect to the issuance or distribution requiring the computation.  For purposes of this definition, “ex date,” when used with respect to any issuance or distribution, means the first date on which the Common Shares trade regular way on the applicable exchange or in the applicable market without the right to receive the issuance or distribution.

“Custodial Agent” means the Person named as “Custodial Agent” in the preamble of this Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Custodial Agent” shall mean the Person who is then the Custodial Agent hereunder.

“Depository” means a clearing agency registered under Section 17A of the Exchange Act that is designated to act as Depository for the Units as contemplated by Sections 3.06 and 3.08.

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“Depository Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“DTC” means The Depository Trust Company.

“Early Settlement” has the meaning set forth in Section 5.07(a).

“Early Settlement Amount” has the meaning set forth in Section 5.07(b).

“Early Settlement Date” has the meaning set forth in Section 5.07(b).

“Effective Date” has the meaning set forth in Section 5.04(b).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

“Expiration Date” has the meaning set forth in Section 1.04(e).

“Expiration Time” has the meaning set forth in Section 5.04(a)(viii).

“Failed Early Remarketing” has the meaning set forth in Section 5.02(a).

“Failed Final Remarketing” has the meaning set forth in Section 5.02(c)(ii).

“Failed Remarketing” shall mean a Failed Early Remarketing or a Failed Final Remarketing, as the case may be.

“Final Three-Business Day Remarketing Period” means the Three-Business Day Remarketing Period beginning on, and including, the fifth Business Day, and ending on, and including, the third Business Day, immediately preceding the Purchase Contract Settlement Date.

“First Supplemental Indenture” means the First Supplemental Indenture, dated as of the date hereof, among Assured Guaranty US Holdings Inc., the Company, as guarantor, and the Indenture Trustee, pursuant to which the Notes are issued.

“Fixed Settlement Rate” means each of the Minimum Settlement Rate and the Maximum Settlement Rate, collectively.

“Fundamental Change” means the occurrence of any of the following:

(i)            a “person” or “group” within the meaning of Section 13(d) of the Exchange Act has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s common equity

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representing more than 50% of the voting power of the Company’s common equity (other than in connection with a consolidation, merger or other transaction described in clause (ii) below, in which case clause (ii) shall apply); or

(ii)           the Company is involved in a consolidation with or merger into any other Person, or any merger of another Person into the Company, or any transaction or series of related transactions (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares), in each case in which 90% or more of the Common Shares are exchanged for or converted into securities, cash or other property, 10% or more of which consists of securities, cash or other property that is not (or will not be immediately upon the effectiveness of such consolidation, merger or transaction) common stock listed on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market; or

(iii)          the Common Shares (or other common stock that is then the subject of the Purchase Contracts) cease to be listed or quoted on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market (other than in connection with a consolidation, merger or other transaction described in clause (ii) above, in which case clause (ii) shall apply); or

(iv)          the Company’s shareholders vote for the Company’s liquidation, dissolution or termination.

“Fundamental Change Early Settlement” has the meaning set forth in Section 5.04(b)(ii).

“Fundamental Change Early Settlement Date” has the meaning set forth in Section 5.04(b)(ii).

“Fundamental Change Early Settlement Rate” has the meaning set forth in Section 5.04(b)(ii).

“Global Certificate” means a Certificate that evidences all or part of the Units and is registered in the name of the Depository or a nominee thereof.

“Holder” means, with respect to a Unit, the Person in whose name the Unit evidenced by a Certificate is registered in the Security Register; provided, however, that solely for the purpose of determining whether the Holders of the requisite number of Units have voted on any matter (and not for any other purpose hereunder), if the Unit remains in the form of one or more Global Certificates and if the Depository that is the registered holder of such Global Certificate has sent an omnibus proxy assigning voting rights to the Depository Participants to whose accounts the Units are credited on the record date, the term “Holder” shall mean such Depository Participant acting at the direction of the Beneficial Owners.

“Indemnitees” has the meaning set forth in Section 7.07(c).

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“Indenture” means the Indenture, dated as of May 1, 2004 among Assured Guaranty US Holdings Inc., the Company, as guarantor, and the Indenture Trustee (including any provisions of the TIA that are deemed incorporated therein), as heretofore amended and supplemented and as amended and supplemented by the First Supplemental Indenture pursuant to which the Notes will be issued.

“Indenture Trustee” means The Bank of New York Mellon, as trustee under the Indenture, or any successor thereto.

“Interest Payment Date” or “Payment Date” means each scheduled interest payment date on the Notes, initially March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2009.

“Issuer Order” or “Issuer Request” means a written order or request signed in the name of the Company by (i) either its Chief Executive Officer, its Chief Financial Officer, its President or a Vice President, and (ii) either its Corporate Secretary or one of its Assistant Corporate Secretaries or its Treasurer or one of its Assistant Treasurers, and delivered to the Purchase Contract Agent.

“Loss” or “Losses” have the meanings set forth in Section 15.08(b).

“Maximum Settlement Rate” has the meaning set forth in Section 5.01(a).

“Minimum Settlement Rate” has the meaning set forth in Section 5.01(a).

“Notes” means the series of notes designated the 8.50% Senior Notes initially due on June 1, 2014 to be issued by Assured Guaranty US Holdings Inc. and guaranteed by the Company under the Indenture.

“NYSE” means the New York Stock Exchange.

“Obligations” means, with respect to each Holder, all obligations and liabilities of such Holder under such Holder’s Purchase Contract and this Agreement or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest (including, without limitation, interest accruing before and after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Holder, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Company or the Collateral Agent or the Securities Intermediary that are required to be paid by the Holder pursuant to the terms of any of the foregoing agreements).

“Officers’ Certificate” means a certificate signed by (i) either the Company’s Chief Executive Officer, it Chief Financial Officer, its President or a Vice President, and (ii) either the Company’s Corporate Secretary or one of its Assistant Corporate Secretaries or its Treasurer or one of its Assistant Treasurers, and delivered to the Purchase Contract Agent.  Any Officers’ Certificate delivered with respect to compliance

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with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 10.05) shall include the information set forth in Section 1.02 of this Agreement.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel to the Company (and who may be an employee of the Company).  An opinion of counsel may rely on certificates as to matters of fact.

“Outstanding” means, as of any date of determination, all Units evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except:

(i)            if a Termination Event has occurred, (x) Corporate Units for which the underlying Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio have been theretofore deposited with the Purchase Contract Agent in trust for the Holders of such Corporate Units and (y) Treasury Units for which Treasury Securities have been deposited with the Purchase Contract Agent in trust for the Holders of such Treasury Units;

(ii)           Units evidenced by Certificates theretofore cancelled by the Purchase Contract Agent or delivered to the Purchase Contract Agent for cancellation or deemed cancelled pursuant to the provisions of this Agreement; and

(iii)          Units evidenced by Certificates in exchange for or in lieu of which other Certificates have been authenticated, executed on behalf of the Holder and delivered pursuant to this Agreement, other than any such Certificate in respect of which there shall have been presented to the Purchase Contract Agent proof satisfactory to it that such Certificate is held by a protected purchaser in whose hands the Units evidenced by such Certificate are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite number of the Units have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Units owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding Units, except that, in determining whether the Purchase Contract Agent shall be authorized and protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Units that a Responsible Officer of the Purchase Contract Agent actually knows to be so owned shall be so disregarded.  Units so owned that have been pledged in good faith may be regarded as Outstanding Units if the pledgee establishes to the satisfaction of the Purchase Contract Agent the pledgee’s right so to act with respect to such Units and that the pledgee is not the Company or any Affiliate of the Company.

“Period for Early Remarketing” means the period beginning on December 1, 2011 and ending on May 1, 2012.

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“Permitted Investments” means any one of the following, in each case maturing on the Business Day following the date of acquisition:

(i)            any evidence of indebtedness with an original maturity of 365 days or less issued, or directly and fully guaranteed or insured, by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support of the timely payment thereof or such indebtedness constitutes a general obligation of it);

(ii)           deposits, certificates of deposit or acceptances with an original maturity of 365 days or less of any institution which is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500 million at the time of deposit (and which may include the Collateral Agent);

(iii)          investments with an original maturity of 365 days or less of any Person that is fully and unconditionally guaranteed by a bank referred to in clause (ii) above;

(iv)          repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof and backed as to timely payment by the full faith and credit of the United States of America;

(v)           investments in commercial paper, other than commercial paper issued by the Company or its affiliates, of any corporation incorporated under the laws of the United States or any state thereof, which commercial paper has a rating at the time of purchase at least equal to “A-1” by Standard & Poor’s Ratings Services (“S&P”) or at least equal to “P-1” by Moody’s Investors Service, Inc.  (“Moody’s”); and

(vi)          investments in money market funds (including, but not limited to, money market funds managed by the Collateral Agent or an affiliate of the Collateral Agent) registered under the Investment Company Act of 1940, as amended, rated in the highest applicable rating category by S&P or Moody’s.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

“Plan” means an employee benefit plan that is subject to ERISA, a plan or individual retirement account that is subject to Section 4975 of the Code or any entity whose assets are considered assets of any such plan.

“Pledge” means the lien and security interest in the Collateral created by this Agreement.

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“Pledge Indemnitees” has the meaning set forth in Section 15.08(b).

“Pledged Applicable Ownership Interests in Notes” means the Applicable Ownership Interests in Notes and security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge.

“Pledged Applicable Ownership Interests in the Treasury Portfolio” means the Applicable Ownership Interests in the Remarketing Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) or Applicable Ownership Interests in the Special Event Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term), as applicable, and, in each case, security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge.

“Pledged Treasury Securities” means Treasury Securities and security entitlements with respect thereto from time to time credited to the Collateral Account and not then released from the Pledge.

“Predecessor Corporate Units Certificate” of any particular Corporate Units Certificate means every previous Corporate Units Certificate evidencing all or a portion of the rights and obligations of the Company and the Holder under the Corporate Units evidenced thereby; and, for the purposes of this definition, any Corporate Units Certificate authenticated and delivered under Section 3.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Corporate Units Certificate shall be deemed to evidence the same rights and obligations of the Company and the Holder as the mutilated, destroyed, lost or stolen Corporate Units Certificate.

“Primary Treasury Dealer” shall mean a primary U.S. government securities dealer.

“Proceeds” has the meaning ascribed thereto in the UCC and includes, without limitation, all interest, dividends, cash, instruments, securities, financial assets and other property received, receivable or otherwise distributed upon the sale (including, without limitation, any Remarketing), exchange, collection or disposition of any financial assets from time to time credited to the Collateral Account.

“Prospectus” means the prospectus relating to the delivery of shares or any securities in connection with an Early Settlement pursuant to Section 5.07 or a Fundamental Change Early Settlement of Purchase Contracts pursuant to Section 5.04(b)(ii), in the form in which first filed, or transmitted for filing, with the Commission after the effective date of the Registration Statement pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein as of the date of such Prospectus.

“Purchase Contract” means, with respect to any Unit, the contract forming a part of such Unit and obligating the Company to sell, and the Holder of such Unit to purchase, not later than the Purchase Contract Settlement Date, a number of Common Shares equal

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to the applicable Settlement Rate on the terms and subject to the conditions set forth in Article 5 hereof.

“Purchase Contract Agent” means the Person named as the “Purchase Contract Agent” in the preamble of this Agreement until a successor Purchase Contract Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Purchase Contract Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

“Purchase Contract Settlement Date” means June 1, 2012.

“Purchase Contract Settlement Fund” has the meaning set forth in Section 5.03.

“Purchase Price” has the meaning set forth in Section 5.01(a).

“Purchased Shares” has the meaning set forth in Section 5.04(a)(viii)(A).

“Put Right” has the meaning set forth in Section 7.04(a) of the First Supplemental Indenture.

“Quotation Agent” means any Primary Treasury Dealer in the City of New York selected by Assured Guaranty US Holdings Inc.

“Record Date” for any distribution means, as to any Global Certificate or any other Certificate, the fifteenth day (whether or not a Business Day) of the calendar month next preceding the calendar month in which the relevant Payment Date falls; provided that the Company may, at its option, select any other day as the Record Date for any Payment Date so long as (i) such Record Date selected is more than one Business Day but less than 60 Business Days prior to such Payment Date and (ii) at least 10 Business Days prior to the new Record Date for such Payment Date, and in each case the Company notifies the Purchase Contract Agent in writing of the new Record Date and instructs the Purchase Contract Agent to notify the Holders of such Record Date.

“Redemption Amount” has the meaning set forth in Section 1.02 of the First Supplemental Indenture.

“Redemption Price” has the meaning set forth in Section 1.02 of the First Supplemental Indenture.

“Reference Dividend” has the meaning set forth in Section 5.04(a)(vi).

“Reference Price” has the meaning set forth in Section 5.01(a)(ii).

“Registration Statement” means a registration statement under the Securities Act prepared by the Company covering, inter alia, the delivery by the Company of any securities in connection with an Early Settlement on the Early Settlement Date or a Fundamental Change Early Settlement of Purchase Contracts on the Fundamental Change

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Early Settlement Date under Section 5.04(b)(ii), including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement, and any post-effective amendments thereto.

“Relevant Period” has the meaning set forth in Section 5.04(a)(v).

“Remarketing” means the remarketing of the Notes by the Remarketing Agent pursuant to the Remarketing Agreement.

“Remarketing Agent” has the meaning set forth in Section 1.02 of the First Supplemental Indenture.

“Remarketing Agreement” means the Remarketing Agreement, in substantially the form set forth in Exhibit F hereto, to be entered into among the Company, Assured Guaranty US Holdings Inc., the Purchase Contract Agent and the Remarketing Agent(s), as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time.

“Remarketing Announcement” has the meaning set forth in Section 7.01(c) of the First Supplemental Indenture.

“Remarketing Announcement Date” has the meaning set forth in Section 1.02 of the First Supplemental Indenture.

“Remarketing Date(s)” means one or more Business Days in a Three-Business Day Remarketing Period or the Final Three-Business Day Remarketing Period, in each case selected by the Company as a date on which the Remarketing Agent shall, in accordance with the terms of the Remarketing Agreement, remarket the Notes.

“Remarketing Fee” means the fee determined by mutual agreement among the Company, Assured Guaranty US Holdings Inc. and the Remarketing Agent.

“Remarketing Per Note Price” means an amount equal to the Remarketing Treasury Portfolio Purchase Price divided by the Applicable Principal Amount on any Successful Remarketing Date during the Period for Early Remarketing.

“Remarketing Treasury Portfolio” means (i) interest or principal strips of U.S. Treasury securities that mature on or prior to June 1, 2012 in an aggregate amount equal to the principal amount of the Notes underlying the Corporate Units; (ii) if the Reset Effective Date occurs prior to March 1, 2012, with respect to the scheduled quarterly Interest Payment Date on the Notes that would have occurred on March 1, 2012, interest or principal strips of U.S. Treasury securities that mature on or prior to March 1, 2012 in an aggregate amount equal to the aggregate interest payment that would be due on March 1, 2012 on the principal amount of the Notes that would have been components of the Corporate Units assuming that (A) there was no Remarketing, (B) the interest rate on the Notes had not been reset to the Reset Rate and (C) interest on the Notes accrued from the Reset Effective Date to, but excluding, March 1, 2012 and (iii) with respect to the scheduled quarterly Interest Payment Date on the Notes that would have occurred on

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June 1, 2012, interest or principal strips of U.S. Treasury securities that mature on or prior to June 1, 2012 in an aggregate amount equal to the aggregate interest payment that would be due on June 1, 2012 on the principal amount of the Notes that would have been components of the Corporate Units assuming that (A) there was no Remarketing, (B) the interest rate on the Notes had not been reset to the Reset Rate and (C) interest on the Notes accrued from the later of the Reset Effective Date and March 1, 2012 to, but excluding, June 1, 2012.

Notwithstanding the foregoing, if on the date the Quotation Agent is to determine the Remarketing Treasury Portfolio Purchase Price, U.S. Treasury securities (or principal or interest strips thereof) that are to be included in a Remarketing Treasury Portfolio have a yield that is less than zero, then “Remarketing Treasury Portfolio” shall mean:

(i)            cash in an aggregate amount equal to the principal amount of the Notes underlying the Corporate Units;

(ii)           if the Reset Effective Date occurs on or prior to March 1, 2012, cash in an aggregate amount equal to the aggregate interest payments that would be due on March 1, 2012 on the principal amount of the Notes that would have been components of the Corporate Units assuming that (A) there was no Remarketing, (B) the interest rate on the Notes had not been reset to the Reset Rate and (C) interest on the Notes accrued from the Reset Effective Date to, but excluding, March 1, 2012; and

(iii)          cash in an aggregate amount equal to the aggregate interest payment that would be due on June 1, 2012 on the principal amount of the Notes that would have been components of the Corporate Units assuming that (A) there was no Remarketing, (B) the interest rate on the Notes had not been reset to the Reset Rate and (C) interest on the Notes accrued from the later of the Reset Effective Date and March 1, 2012 to, but excluding, June 1, 2012.

“Remarketing Treasury Portfolio Purchase Price” means the lowest aggregate ask-side price quoted by a Primary Treasury Dealer in the City of New York to the Quotation Agent on the third Business Day immediately preceding the Reset Effective Date (or the Remarketing Date, if not the third Business Day immediately preceding the Reset Effective Date) for the purchase of the Remarketing Treasury Portfolio for settlement on the Reset Effective Date; provided that if the Remarketing Treasury Portfolio is comprised solely of cash described in the second paragraph of the definition thereof, the “Remarketing Treasury Portfolio Purchase Price” will be the aggregate amount of cash comprising the Remarketing Treasury Portfolio.

“Reorganization Event” means any one or a combination of the following:

(i)            any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the surviving Person and in which the Common Shares outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Company or another Person);

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(ii)           any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety;

(iii)          any statutory share exchange of the Company with another Person (other than in connection with a merger or acquisition); or

(iv)          any liquidation, dissolution or termination of the Company other than as a result of or after the occurrence of a Termination Event;

in each case, that cause the Common Shares to be converted into the right to receive other securities, cash or property.

“Reset Effective Date” has the meaning set forth in Section 1.02 of the First Supplemental Indenture.

“Reset Rate” has the meaning set forth in Section 1.02 of the First Supplemental Indenture.

“Responsible Officer” means, when used with respect to the Purchase Contract Agent, any officer of the Purchase Contract Agent within Corporate Trust Administration (or any successor unit, department or division of the Purchase Contract Agent) located at the Corporate Trust Office of the Purchase Contract Agent who has direct responsibility for the administration of the Agreement and, for the purposes of Section 7.01(b)(ii), also means, with respect to a particular corporate trust matter, any other officer, trust officer or person performing similar functions to whom such matter is referred because of his or her knowledge of and familiarity of the particular subject and who shall have direct responsibility for the administration of this Agreement.

“Restricted Period” means the period commencing on, and including, the Business Day preceding any Three-Business Day Remarketing Period and ending on, and including, the later of the Reset Effective Date and the Business Day following the last Remarketing Date during that Three-Business Day Remarketing Period.

“Rights” has the meaning set forth in Section 5.04(a)(xii).

“Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

“Securities Intermediary” means the Person named as Securities Intermediary in the preamble of this Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Securities Intermediary” shall mean such successor or any subsequent successor.

“Security Register” and “Security Registrar” have the respective meanings set forth in Section 3.05.

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“Separate Notes” means Notes that have been released from the Pledge following Collateral Substitution and are therefore no longer a component of Corporate Units.

“Separate Notes Purchase Price” means the amount in cash equal to the product of (i) the Remarketing Per Note Price and (ii) the number of $1,000 principal amount of Separate Notes remarketed in a Remarketing during the Period for Early Remarketing.

“Settlement Rate” has the meaning set forth in Section 5.01(a).

“Share Price” has the meaning set forth in Section 5.04(b).

“Special Event” has the meaning set forth in Section 1.02 of the First Supplemental Indenture.

“Special Event Redemption” means the redemption of the Notes pursuant to the Indenture following the occurrence of a Special Event.

“Special Event Redemption Date” means the date upon which a Special Event Redemption is scheduled to occur pursuant to the Indenture.

“Special Event Treasury Portfolio” means a portfolio of U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to June 1, 2012 in an aggregate amount at maturity equal to the Applicable Principal Amount and with respect to each scheduled Interest Payment Date on the Notes that occurs after the Special Event Redemption Date to, and including the Purchase Contract Settlement Date, U.S. Treasury securities (or principal or interest strips thereof) that mature on or prior to the Business Day immediately preceding such scheduled Interest Payment Date in an aggregate amount at maturity equal to the aggregate interest payment (assuming no reset of the interest rate) that would be due on the Applicable Principal Amount on such date.

Notwithstanding the foregoing, if on the date the Quotation Agent is to determine the Special Event Treasury Portfolio Purchase Price, U.S. Treasury securities (or principal or interest strips thereof) that are to be included in a Special Event Treasury Portfolio have a yield that is less than zero, then “Special Event Treasury Portfolio” shall mean:

(i)            Cash in an aggregate amount at maturity equal to the Applicable Principal Amount of Notes included in the Corporate Units; and

(ii)           with respect to each scheduled Interest Payment Date on the Notes that occurs after the Special Event Redemption Date to, and including the Purchase Contract Settlement Date, cash in an aggregate amount at maturity equal to the aggregate interest payment (assuming no reset of the interest rate) that would be due on the Applicable Principal Amount of Notes included in the Corporate Units on such date.

“Special Event Treasury Portfolio Purchase Price” means the lowest aggregate price quoted by a Primary Treasury Dealer in the City of New York to the Quotation

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Agent on the third Business Day immediately preceding the Special Event Redemption Date for the purchase of the Special Event Treasury Portfolio for settlement on the Special Event Redemption Date; provided that if the Special Event Treasury Portfolio is comprised solely of cash described in the second paragraph of the definition thereof, the “Special Event Treasury Portfolio Purchase Price” will be the aggregate amount of cash comprising the Special Event Treasury Portfolio.

“Spin-Off” has the meaning set forth in Section 5.04(a)(v).

“Stated Amount” means $50.

“Successful Early Remarketing” has the meaning set forth in Section 5.02(a)(i).

“Successful Final Remarketing” has the meaning set forth in Section 5.02.

“Successful Remarketing” means a Successful Early Remarketing or a Successful Final Remarketing.

“Termination Date” means the date, if any, on which a Termination Event occurs.

“Termination Event” means the occurrence of any of the following events:

(i)            at any time on or prior to the Purchase Contract Settlement Date, a judgment, decree or order of a court having jurisdiction over the Company shall have been entered adjudging the Company to be bankrupt or insolvent, or approving as properly filed a petition seeking reorganization or liquidation of the Company under the Bankruptcy Law or any other similar applicable Federal or state law and if such judgment, decree or order shall have been entered more than 60 days prior to the Purchase Contract Settlement Date, such decree or order shall have continued undischarged and unstayed for a period of 60 days;

(ii)           at any time on or prior to the Purchase Contract Settlement Date, a judgment, decree or order of a court having jurisdiction over the Company for the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or insolvency of the Company or all or substantially all of its property, or for the winding-up or liquidation of its affairs, shall have been entered and if such decree or order shall have been entered more than 60 days prior to the Purchase Contract Settlement Date, such decree or order shall have continued undischarged and unstayed for a period of 60 days; or

(iii)          at any time on or prior to the Purchase Contract Settlement Date, the Company shall file a petition for relief under the Bankruptcy Code, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or liquidation under the Bankruptcy Law or any other similar applicable federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee (or other similar official) in bankruptcy or

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insolvency of it or all or substantially all of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due.

For the avoidance of doubt, a “Termination Event” shall not include any event described in clauses (i) — (iii) above with respect to any subsidiary of the Company.

“Three-Business Day Remarketing Period” means a period occurring during the Period for Early Remarketing, beginning on, and including, the first of three sequential Remarketing Dates and ending on and including the third of such sequential Remarketing Dates during which period the Notes will be remarketed in accordance with the provisions of the Remarketing Agreement.

“Threshold Appreciation Price” has the meaning set forth in Section 5.01.

“TIA” means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

“TRADES” means the Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve Bank of New York pursuant to the TRADES Regulations.

“TRADES Regulations” means the regulations of the United States Department of the Treasury, published at 31 C.F.R.  Part 357, as amended from time to time.  Unless otherwise defined herein, all terms defined in the TRADES Regulations are used herein as therein defined.

“Trading Day” means a day on which the Common Shares (i) are not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (ii) have traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Shares.  If the Common Shares are not traded on a securities exchange or quoted in the over-the-counter market, then “Trading Day” shall mean Business Day.

“Transfer” means (i) in the case of certificated securities in registered form, delivery as provided in Section 8-301(a) of the UCC, indorsed to the transferee or in blank by an effective endorsement; (ii) in the case of Treasury Securities, registration of the transferee as the owner of such Treasury Securities on TRADES; and (iii) in the case of security entitlements, including, without limitation, security entitlements with respect to Treasury Securities, a securities intermediary indicating by book-entry that such security entitlement has been credited to the transferee’s securities account.

“Treasury Portfolio” means, as applicable, the Remarketing Treasury Portfolio or the Special Event Treasury Portfolio.

“Treasury Portfolio Purchase Price” means, as applicable, the Remarketing Treasury Portfolio Purchase Price or the Special Event Treasury Portfolio Purchase Price.

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“Treasury Securities” means zero-coupon U.S. treasury securities that mature on May 31, 2012 (CUSIP No. 912820PR2).

Notwithstanding the foregoing, if Treasury Securities have a yield that is less than zero, then “Treasury Securities” shall mean cash.

“Treasury Unit” means, following the substitution of Treasury Securities for Pledged Applicable Ownership Interests in Notes or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, as collateral to secure a Holder’s obligations under the Purchase Contract, the collective rights and obligations of a Holder of a Treasury Units Certificate in respect of such Treasury Securities, subject to the Pledge thereof, and the related Purchase Contract.

“Treasury Units Certificate” means a certificate evidencing the rights and obligations of a Holder in respect of the number of Treasury Units specified on such certificate.

“UCC” means the Uniform Commercial Code as in effect in the State of New York from time to time.

“Underwriters” means the underwriters identified in Schedule A to the Underwriting Agreement.

“Underwriting Agreement” means the Underwriting Agreement, dated June 18, 2009, among the Company, Assured Guaranty US Holdings Inc. and the Underwriters, relating to the issuance of Corporate Units by the Company.

“Unit” means a Corporate Unit or a Treasury Unit, as the case may be.

“Value” means, with respect to any item of Collateral on any date, as to (1) cash, the amount thereof, (2) Treasury Securities, the aggregate principal amount thereof at maturity and (3) Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each first paragraph of the definition of each of Applicable Ownership Interest in the Remarketing Treasury Portfolio and Applicable Ownership Interest in the Special Event Treasury Portfolio), the appropriate aggregate percentage of the aggregate principal amount at maturity of the Treasury Portfolio.

“Vice President” means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

Section 1.02.          Compliance Certificates and Opinions.  Except as otherwise expressly provided by this Agreement, upon any application or request by the Company to the Purchase Contract Agent to take any action in accordance with any provision of this Agreement, the Company shall furnish to the Purchase Contract Agent an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with and, if requested by the Purchase Contract Agent, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any

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such application or request as to which the furnishing of such documents is specifically required by any provision of this Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Agreement (other than the Officers’ Certificate provided for in Section 10.05) shall include:

(i)            a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(ii)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)          a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)          a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03.          Form of Documents Delivered to Purchase Contract Agent.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.  Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which its certificate or opinion is based are erroneous.  Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

Section 1.04.          Acts of Holders; Record Dates.   (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an

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agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Purchase Contract Agent and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 7.01) conclusive in favor of the Purchase Contract Agent and the Company, if made in the manner provided in this Section.

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Purchase Contract Agent deems sufficient.

(c)           The ownership of Units shall be proved by the Security Register.

(d)           Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Unit shall bind every future Holder of the same Unit and the Holder of every Certificate evidencing such Unit  issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Purchase Contract Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Certificate.

(e)           The Company may set any date as a record date for the purpose of determining the Holders of Outstanding Units entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Agreement to be given, made or taken by Holders.  If any record date is set pursuant to this paragraph, the Holders of the Outstanding Corporate Units and the Outstanding Treasury Units, as the case may be, on such record date, and no other Holders, shall be entitled to take the relevant action with respect to the Corporate Units or the Treasury Units, as the case may be, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken prior to or on the applicable Expiration Date by Holders of the requisite number of Outstanding Units on such record date.  Nothing contained in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and be of no effect), and nothing contained in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite number of Outstanding Units on the date such action is taken.  Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Purchase Contract Agent in writing and to each Holder of Units in the manner set forth in Section 1.06.

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With respect to any record date set pursuant to this Section 1.04(d), the Company may designate any date as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Purchase Contract Agent in writing, and to each Holder of Units in the manner set forth in Section 1.06, prior to or on the existing Expiration Date.  If an Expiration Date is not designated with respect to any record date set pursuant to this Section 1.04, the Company shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.  Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

Section 1.05.          Notices.  All notices, requests, consents and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or made in writing (including, without limitation, by telecopy) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof or, as to any party, at such other address as shall be designated by such party in a notice to the other parties.  Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

The Purchase Contract Agent (if other than the Indenture Trustee) shall send to the Indenture Trustee at the following address a copy of any notices in the form of Exhibits C, D, E, G, I, K, O and P it sends or receives:

The Bank of New York Mellon

101 Barclay Street, Floor 8W

New York, New York  10286

Attention:  Corporate Trust Administration

Telephone:  (212) 815-5360

Facsimile:  (212) 815-5704

Section 1.06.          Notice to Holders; Waiver.  Where this Agreement provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Purchase Contract Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

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In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Purchase Contract Agent shall constitute a sufficient notification for every purpose hereunder.

Section 1.07.          Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.08.          Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary, and the Holders from time to time of the Units, by their acceptance of the same, shall be deemed to have agreed to be bound by the provisions hereof and to have ratified the agreements of, and the grant of the Pledge hereunder by, the Purchase Contract Agent.

Section 1.09.          Separability Clause.  In case any provision in this Agreement or in the Units shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.

Section 1.10.          Benefits of Agreement.  Nothing contained in this Agreement or in the Units, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the Holders, any benefits or any legal or equitable right, remedy or claim under this Agreement.  The Holders from time to time shall be beneficiaries of this Agreement and shall be bound by all of the terms and conditions hereof and of the Units evidenced by their Certificates by their acceptance of delivery of such Certificates.

Section 1.11.          Governing Law.  THIS AGREEMENT AND THE UNITS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT THAT THE APPLICATION OF A LAW OF A DIFFERENT JURISDICTION WOULD GOVERN AS A RESULT.  The Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.  The Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact, irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

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The Company hereby irrevocably designates and appoints for the benefit of the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact, Assured Guaranty Corp., 1325 Avenue of the Americas, New York, New York 10019, as its agent to receive on its behalf service of all process (with a copy of all such service of process to be delivered to James M. Michener, General Counsel and Secretary, Assured Guaranty Ltd., 30 Woodbourne Avenue, Hamilton, HM 08, Bermuda) brought against it with respect to any such proceeding in any such court in The City of New York, such service being hereby acknowledged by the Company to be effective and binding service on it in every respect whether or not the Company shall then be doing or shall have at any time done business in New York.  Such appointment shall be irrevocable so long as any of the Units or the obligation of the Company hereunder remains outstanding, or until the appointment of a successor by the Company and such successor’s acceptance of such appointment.  Upon such acceptance, the Company shall notify the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent of the name and address of such successor.  The Company further agrees for the benefit of the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Holders from time to time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact, to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said Assured Guaranty Corp. in full force and effect so long as any of the Units or the obligations of the Company hereunder shall be outstanding.  None of the Collateral Agent, the Custodial Agent, the Securities Intermediary or the Purchase Contract Agent shall be obligated nor shall have any responsibility with respect to any failure by the Company to take any such action.  Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary or the Holders from time to time of the Units, acting through the Purchase Contract Agent as their attorney-in-fact, to institute proceedings against the Company in the courts of any other jurisdiction or jurisdictions.

Section 1.12.Legal Holidays.  In any case where any Payment Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Units), the interest payment on the Notes or other distributions shall not be paid on such date, but the interest payment on the Notes or such other distributions shall be paid on the next succeeding Business Day, unless such Business Day is in the next succeeding calendar year, in which case such payment shall be paid on the immediately preceding Business Day, in each case with the same force and effect as if made on such scheduled Payment Date; provided that no interest shall accrue or be payable by the Company or to any Holder in respect of such delay.

In any case where the Purchase Contract Settlement Date or any Early Settlement Date or Fundamental Change Early Settlement Date shall not be a Business Day (notwithstanding any other provision of this Agreement or the Units), Purchase Contracts shall not be performed and Early Settlement and Fundamental Change Early Settlement shall not be effected on such date, but Purchase Contracts shall be performed or Early

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Settlement or Fundamental Change Early Settlement shall be effected, as applicable, on the next succeeding Business Day with the same force and effect as if made on such Purchase Contract Settlement Date, Early Settlement Date or Fundamental Change Early Settlement Date, as applicable.

Section 1.13.Counterparts.  This Agreement may be executed in any number of counterparts by the parties hereto, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

Section 1.14.Inspection of Agreement.  A copy of this Agreement shall be available upon prior written request at all reasonable times during normal business hours at the Corporate Trust Office for inspection by any Holder or Beneficial Owner.

Section 1.15.Appointment of Financial Institution as Agent for the Company.  The Company may appoint a financial institution (which may be the Collateral Agent) to act as its agent in performing its obligations and in accepting and enforcing performance of the obligations of the Purchase Contract Agent and the Holders, under this Agreement and the Purchase Contracts, by giving notice of such appointment in the manner provided in Section 1.05 hereof.  Any such appointment shall not relieve the Company in any way from its obligations hereunder.

Section 1.16.No Waiver.  No failure on the part of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 1.17.Tax Treatment.  By acceptance of a beneficial ownership of a Unit, each Beneficial Owner of a Unit will be deemed to have agreed, for all tax purposes (i) to treat itself as the owner of the related Notes underlying the Corporate Units, the Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, (ii) to treat the Notes as indebtedness of Assured Guaranty US Holdings Inc. that are subject to the rules applicable to contingent payment debt instruments under Treas. Reg. Sec. 1.1275-4 for U.S. federal, state and local income and franchise tax purposes and (iii) to treat the Corporate Units as comprised of the Notes and the Purchase Contracts as separate securities.

Section 1.18.Waiver Of Jury Trial.  EACH OF THE COMPANY, THE PURCHASE CONTRACT AGENT, THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING

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OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES, THE UNITS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

ARTICLE 2

CERTIFICATE FORMS

Section 2.01.Forms of Certificates Generally.  The Certificates (including the form of Purchase Contract forming part of each Unit evidenced thereby) shall be in substantially the form set forth in Exhibit A hereto (in the case of Corporate Units Certificates) or Exhibit B hereto (in the case of Treasury Units Certificates), with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Units are listed or any Depository therefor, or as may, consistently herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates.

The definitive Certificates shall be produced in any manner as determined by the officers of the Company executing the Units evidenced by such Certificates, consistent with the provisions of this Agreement, as evidenced by their execution thereof.

Every Global Certificate authenticated, executed on behalf of the Holders and delivered hereunder shall bear a legend substantially in the form set forth in Exhibit A and Exhibit B for a Global Certificate.

Section 2.02.Form of Purchase Contract Agent’s Certificate of Authentication.  The form of the Purchase Contract Agent’s certificate of authentication of the Units shall be substantially in the form set forth on the form of the applicable Certificates.

ARTICLE 3

THE UNITS

Section 3.01.Amount; Form and Denominations.  The aggregate number of Units evidenced by Certificates authenticated, executed on behalf of the Holders and delivered hereunder is limited to 3,000,000 (or 3,450,000 if the Underwriters exercise their overallotment option to purchase additional Units in full as set forth in the Underwriting Agreement), except for Certificates authenticated, executed and delivered upon registration of transfer of, in exchange for, or in lieu of, other Certificates pursuant to Section 3.04, Section 3.05, Section 3.10, Section 3.13, Section 3.14 or Section 8.05.

The Certificates shall be issuable only in registered form and only in denominations of a single Corporate Unit or Treasury Unit and any integral multiple thereof.

Section 3.02.Rights and Obligations Evidenced by the Certificates.  Each Corporate Units Certificate shall evidence the number of Corporate Units specified therein, with each such Corporate Unit representing (i) the ownership by the Holder

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thereof of an Applicable Ownership Interest in Notes or an Applicable Ownership Interest in the Treasury Portfolio, as the case may be, subject to the Pledge of such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of each of Applicable Ownership Interest in the Remarketing Treasury Portfolio or the Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be), as the case may be, by such Holder pursuant to this Agreement, and (ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract.  The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Corporate Unit, to pledge, pursuant to Article 11 hereof, the Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of each of Applicable Ownership Interest in the Remarketing Treasury Portfolio or Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be) forming a part of such Corporate Unit, to the Collateral Agent for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Applicable Ownership Interests in the Notes and or Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of each of Applicable Ownership Interest in the Remarketing Treasury Portfolio or Applicable Ownership Interest in the Special Event Treasury Portfolio, as the case may be) to secure the obligation of the Holder under each Purchase Contract to purchase Common Shares.  To effect such Pledge and grant such security interest, the Purchase Contract Agent, on behalf of the Holders of Corporate Units has, on the date hereof, delivered to the Collateral Agent the Notes underlying the Applicable Ownership Interests in Notes.

Upon the formation of a Treasury Unit pursuant to Section 3.13, each Treasury Unit Certificate shall evidence the number of Treasury Units specified therein, with each such Treasury Unit representing (i) the ownership by the Holder thereof of a 1/20, or 5%, undivided beneficial interest in a Treasury Security with a principal amount equal to $1,000, subject to the Pledge of such interest by such Holder pursuant to this Agreement, and (ii) the rights and obligations of the Holder thereof and the Company under one Purchase Contract.  The Purchase Contract Agent is hereby authorized, as attorney-in-fact for, and on behalf of, the Holder of each Treasury Unit, to pledge, pursuant to Article 11 hereof, such Holder’s interest in the Treasury Security forming a part of such Treasury Unit to the Collateral Agent, for the benefit of the Company, and to grant to the Collateral Agent, for the benefit of the Company, a security interest in the right, title and interest of such Holder in such Treasury Security to secure the obligation of the Holder under each Purchase Contract to purchase Common Shares.

Prior to the purchase of Common Shares under each Purchase Contract, such Purchase Contract shall not entitle the Holder of a Unit to any of the rights of a holder of Common Shares, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as a shareholder of the Company.

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Section 3.03.Execution, Authentication, Delivery and Dating.  Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates.

The Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, a Vice Chairman, its Chief Executive Officer, its Chief Financial Officer, its President, its Treasurer or a Vice President.  The signature of any of these officers on the Certificates may be manual or facsimile.

Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates.

No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the manual or facsimile signature of an authorized signatory of the Purchase Contract Agent, as such Holder’s attorney-in-fact.  Such signature by an authorized signatory of the Purchase Contract Agent shall be conclusive evidence that the Holder of such Certificate has entered into the Purchase Contract or Purchase Contracts evidenced by such Certificate.

Each Certificate shall be dated the date of its authentication.

No Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized signatory of the Purchase Contract Agent by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.

Section 3.04.Temporary Certificates.  Pending the preparation of definitive Certificates, the Company may execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holders, and deliver, in lieu of such definitive Certificates, temporary Certificates which are in substantially the form set forth in Exhibit A or Exhibit B hereto, as the case may be, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the rules of any securities exchange on which the Corporate Units or Treasury Units, as the case may be, are listed, or as may, consistently herewith, be determined by the officers of the Company executing such Certificates, as evidenced by their execution of the Certificates.

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If temporary Certificates are issued, the Company shall cause definitive Certificates to be prepared without unreasonable delay.  After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the Corporate Trust Office, at the expense of the Company and without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Certificates, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, one or more definitive Certificates of like tenor and denominations and evidencing a like number of Units as the temporary Certificate or Certificates so surrendered.  Until so exchanged, the temporary Certificates shall in all respects evidence the same benefits and the same obligations with respect to the Units evidenced thereby as definitive Certificates.

Section 3.05.Registration; Registration of Transfer and Exchange.  The Purchase Contract Agent shall keep at the Corporate Trust Office a register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Purchase Contract Agent shall provide for the registration of Certificates and of transfers of Certificates (the Purchase Contract Agent, in such capacity, the “Security Registrar”).  The Security Registrar shall record separately the registration and transfer of the Certificates evidencing Corporate Units and Treasury Units.

Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denominations, of like tenor, and evidencing a like number of Corporate Units or Treasury Units, as the case may be.

At the option of the Holder, Certificates may be exchanged for other Certificates, of any authorized denominations and evidencing a like number of Corporate Units or Treasury Units, as the case may be, upon surrender of the Certificates to be exchanged at the Corporate Trust Office.  Whenever any Certificates are so surrendered for exchange, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver the Certificates which the Holder making the exchange is entitled to receive.

All Certificates issued upon any registration of transfer or exchange of a Certificate shall evidence the ownership of the same number of Corporate Units or Treasury Units, as the case may be, and be entitled to the same benefits and subject to the same obligations under this Agreement as the Corporate Units or Treasury Units, as the case may be, evidenced by the Certificate surrendered upon such registration of transfer or exchange.

Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Purchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and

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the Purchase Contract Agent duly executed, by the Holder thereof or its attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Company and the Purchase Contract Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than any exchanges pursuant to Section 3.04, Section 3.06 and Section 8.05 not involving any transfer.

Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of transfer or for exchange on or after the Business Day immediately preceding the earliest to occur of any Early Settlement Date with respect to such Certificate, any Fundamental Change Early Settlement Date with respect to such Certificate, the Purchase Contract Settlement Date or the Termination Date.  In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall:

(i)if the Purchase Contract Settlement Date, an Early Settlement Date or a Fundamental Change Early Settlement Date with respect to such other Certificate has occurred, deliver the Common Shares issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such other Certificate; or

(ii)if a Termination Event, Early Settlement or Fundamental Change Early Settlement shall have occurred prior to the Purchase Contract Settlement Date, or a Cash Settlement shall have occurred, transfer the Notes, the Treasury Securities, or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Certificate, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.15 and Article 5 hereof.

Section 3.06.Book-Entry Interests.  The Certificates will be issued in the form of one or more fully registered Global Certificates, to be delivered to the Depository or its custodian by, or on behalf of, the Company.  The Company hereby designates DTC as the initial Depository.  Such Global Certificates shall initially be registered on the Security Register in the name of Cede & Co., the nominee of the Depository, and no Beneficial Owner will receive a definitive Certificate representing such Beneficial Owner’s interest in such Global Certificate, except as provided in Section 3.09.  The Purchase Contract Agent shall enter into an agreement with the Depository if so requested by the Company.  Following the issuance of such Global Certificates and unless and until definitive, and fully registered Certificates have been issued to Beneficial Owners pursuant to Section 3.09:

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(i)the provisions of this Section 3.06 shall be in full force and effect;

(ii)the Company shall be entitled to deal with the Depository for all purposes of this Agreement (including, without limitation, receiving approvals, votes or consents hereunder) as the Holder of the Units and the sole holder of the Global Certificates and shall have no obligation to the Beneficial Owners; provided that a Beneficial Owner may directly enforce against the Company, without any consent, proxy, waiver or involvement of the Depository of any kind, such Beneficial Owner’s right to receive a definitive Certificate representing the Units beneficially owned by such Beneficial Owner, as set forth in Section 3.09;

(iii)to the extent that the provisions of this Section 3.06 conflict with any other provisions of this Agreement, the provisions of this Section 3.06 shall control; and

(iv)except as set forth in the proviso of clause (ii) of this Section 3.06, the rights of the Beneficial Owners shall be exercised only through the Depository and shall be limited to those established by law and agreements between such Beneficial Owners and the Depository or the Depository Participants.  The Depository will make book-entry transfers among Depository Participants.

Transfers of securities evidenced by Global Certificates shall be made through the facilities of the Depository, and any cancellation of, or increase or decrease in the number of, such securities (including the creation of Treasury Units and the recreation of Corporate Units pursuant to Section 3.13 and Section 3.14 respectively) shall be accomplished by making appropriate annotations on the Schedule of Increases and Decreases set forth in such Global Certificate.

Section 3.07.Notices to Holders.  Whenever a notice or other communication to the Holders is required to be given under this Agreement, the Company or the Company’s agent shall give such notices and communications to the Holders and, with respect to any Units registered in the name of the Depository or the nominee of the Depository, the Company or the Company’s agent shall, except as set forth herein, have no obligations to the Beneficial Owners.

Section 3.08.Appointment of Successor Depository.  If the Depository elects to discontinue its services as securities depository with respect to the Units, the Company may, in its sole discretion, appoint a successor Depository with respect to the Units.

Section 3.09.Definitive Certificates.  If:

(i)the Depository notifies the Company that it is unwilling or unable to continue its services as securities depository with respect to the Units and no successor Depository has been appointed pursuant to Section 3.08 within 90 days after such notice; or

(ii)the Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depository is required to be so

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registered to act as the Depository and so notifies the Company, and no successor Depository has been appointed pursuant to Section 3.08 within 90 days after such notice; or

(iii)to the extent permitted by the Depository, the Company determines at any time that the Units shall no longer be represented by Global Certificates and shall inform such Depository of such determination and participants in such Depository elect to withdraw their beneficial interests in the Units from such Depository, following notification by the Depository of their right to do so;

then (x) definitive Certificates shall be prepared by the Company with respect to such Units and delivered to the Purchase Contract Agent and (y) upon surrender of the Global Certificates representing the Units by the Depository, accompanied by registration instructions, the Company shall cause definitive Certificates to be delivered to Beneficial Owners in accordance with instructions provided by the Depository.  The Company and the Purchase Contract Agent shall not be liable for any delay in delivery of such instructions and may conclusively rely on and shall be authorized and protected in relying on, such instructions.  Each definitive Certificate so delivered shall evidence Units of the same kind and tenor as the Global Certificate so surrendered in respect thereof.

Section 3.10.Mutilated, Destroyed, Lost and Stolen Certificates.  If any mutilated Certificate is surrendered to the Purchase Contract Agent, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver in exchange therefor, a new Certificate, evidencing the same number of Corporate Units or Treasury Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

If there shall be delivered to the Company and the Purchase Contract Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) such security or indemnity as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Purchase Contract Agent that such Certificate has been acquired by a protected purchaser, the Company shall execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall authenticate, execute on behalf of the Holder, and deliver to the Holder, in lieu of any such destroyed, lost or stolen Certificate, a new Certificate, evidencing the same number of Corporate Units or Treasury Units, as the case may be, and bearing a Certificate number not contemporaneously outstanding.

Notwithstanding the foregoing, the Company shall not be obligated to execute and deliver to the Purchase Contract Agent, and the Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder, and deliver to the Holder, with respect to such lost, stolen, destroyed or mutilated Certificate, a new Certificate, on or after the Business Day immediately preceding the earliest of any Early Settlement Date, any Fundamental Change Early Settlement Date, the Purchase Contract Settlement Date or the Termination Date.  In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration of transfer instructions from such Holder, the Purchase Contract Agent shall:

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(i)if the Purchase Contract Settlement Date (including upon any Cash Settlement), an Early Settlement Date or a Fundamental Change Early Settlement Date with respect to such lost, stolen, destroyed or mutilated Certificate has occurred, deliver the Common Shares issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such Certificate; or

(ii)if a Fundamental Change Early Settlement or an Early Settlement with respect to such lost, stolen, destroyed or mutilated Certificate or if a Termination Event shall have occurred prior to the Purchase Contract Settlement Date or a Fundamental Change Settlement shall have occurred, transfer the Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Certificate, in each case subject to the applicable conditions and in accordance with the applicable provisions of Section 3.15 and Article 5 hereof.

Upon the issuance of any new Certificate under this Section, the Company and the Purchase Contract Agent may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other fees and expenses (including, without limitation, the fees and expenses of the Purchase Contract Agent) connected therewith.

Every new Certificate issued pursuant to this Section in lieu of any lost, stolen, destroyed or mutilated Certificate shall constitute an original additional contractual obligation of the Company and of the Holder in respect of the Units evidenced thereby, whether or not the lost, stolen, destroyed or mutilated Certificate (and the Units evidenced thereby) shall be at any time enforceable by anyone, and shall be entitled to all the benefits and be subject to all the obligations of this Agreement equally and proportionately with any and all other Certificates delivered hereunder.

The provisions of this Section are exclusive and shall preclude, to the extent lawful, all other rights and remedies with respect to the replacement or payment of lost, stolen, destroyed or mutilated Certificates.

Section 3.11.Persons Deemed Owners.  Prior to due presentment of a Certificate for registration of transfer, the Company and the Purchase Contract Agent, and any agent of the Company or the Purchase Contract Agent, may treat the Person in whose name such Certificate is registered as the owner of the Units evidenced thereby for purposes of (subject to any applicable record date) any payment or distribution with respect to the Applicable Ownership Interests in Notes or of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of each paragraph of the definitions of each of Applicable Ownership Interests in the Remarketing Treasury Portfolio and Applicable Ownership Interests in the Special Event Treasury Portfolio) (if any), as applicable, and performance of the Purchase Contracts and for all other purposes whatsoever in connection with such Units, whether or not such payment, distribution, or performance shall be overdue and notwithstanding any notice to the contrary, and neither the Company nor the Purchase Contract Agent, nor any agent of the Company or the Purchase Contract Agent, shall be affected by notice to the contrary.

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Notwithstanding the foregoing, with respect to any Global Certificate, nothing contained herein shall prevent the Company, the Purchase Contract Agent or any agent of the Company or the Purchase Contract Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depository (or its nominee), as a Holder, with respect to such Global Certificate, or impair, as between such Depository and the related Beneficial Owner, the operation of customary practices governing the exercise of rights of the Depository (or its nominee) as Holder of such Global Certificate.  None of the Company, the Purchase Contract Agent or any agent of the Company or the Purchase Contract Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Certificate or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Section 3.12.Cancellation.  All Certificates surrendered for delivery of Common Shares on or after the Purchase Contract Settlement Date or in connection with an Early Settlement or a Fundamental Change Early Settlement or for delivery of the Notes underlying the appropriate Applicable Ownership Interests in Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, after the occurrence of a Termination Event or pursuant to a Cash Settlement, an Early Settlement or a Fundamental Change Early Settlement, or upon the registration of transfer or exchange of a Unit, or a Collateral Substitution or the recreation of Corporate Units shall, if surrendered to any Person other than the Purchase Contract Agent, be delivered to the Purchase Contract Agent along with appropriate written instructions regarding the cancellation thereof and, if not already cancelled, shall be promptly cancelled by it.  The Company may at any time deliver to the Purchase Contract Agent for cancellation any Certificates previously authenticated, executed and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Certificates so delivered shall, upon an Issuer Order, be promptly cancelled by the Purchase Contract Agent.  No Certificates shall be authenticated, executed on behalf of the Holder and delivered in lieu of or in exchange for any Certificates cancelled as provided in this Section 3.12, except as expressly permitted by this Agreement.  All cancelled Certificates held by the Purchase Contract Agent shall be disposed of in accordance with its customary practices.

If the Company or any Affiliate of the Company shall acquire any Certificate, such acquisition shall not operate as a cancellation of such Certificate unless and until such Certificate is delivered to the Purchase Contract Agent cancelled or for cancellation.

Section 3.13.Creation of Treasury Units by Substitution of Treasury Securities.  (a) Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, a Holder of Corporate Units may, at any time from and after the date of this Agreement and on or prior to the close of business on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, effect a Collateral Substitution and separate the Notes underlying the Applicable Ownership Interests in Notes in respect of such Holder’s Corporate Units by substituting for such Applicable Ownership Interests in Notes, Treasury Securities in an

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aggregate principal amount at maturity equal to the aggregate principal amount of such Notes underlying the Applicable Ownership Interests in Notes; provided that (i) Holders may make Collateral Substitutions only in integral multiples of 20 Corporate Units and (ii) no Collateral Substitution shall be effected during a Restricted Period.  To effect such substitution, the Holder must:

(1)Transfer to the Securities Intermediary, for credit to the Collateral Account, Treasury Securities or security entitlements with respect thereto having a Value equal to the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes for which such Collateral Substitution is made; and

(2)Transfer the related Corporate Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit G hereto.

Upon confirmation that the Treasury Securities described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction to the Collateral Agent described in clause (2) above, the Collateral Agent shall release such Applicable Ownership Interest in Notes from the Pledge and instruct the Securities Intermediary by a notice, substantially in the form of Exhibit H hereto, to Transfer such Notes underlying the Applicable Ownership Interests in Notes to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

Upon credit to the Collateral Account of Treasury Securities or security entitlements with respect thereto delivered by a Holder of Corporate Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the appropriate Notes underlying the appropriate Pledged Applicable Ownership Interest in Notes to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

Upon receipt of the Notes underlying such Applicable Ownership Interest in Notes, the Purchase Contract Agent shall promptly:

(i)cancel the related Corporate Units;

(ii)Transfer the Notes to the Holder; and

(iii)deliver Treasury Units in book-entry form, or if applicable, authenticate, execute on behalf of such Holder and deliver Treasury Units in the form of a Treasury Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Corporate Units.

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Holders who elect to separate the Notes from the related Purchase Contracts by substituting Treasury Securities for such Applicable Ownership Interest in Notes shall be responsible for any fees or expenses, (including, without limitation, fees and expenses payable to the Collateral Agent), in respect of the substitution, and neither the Company nor the Purchase Contract Agent shall be responsible for any such fees or expenses.

(b)Notwithstanding clause (a) of this Section 3.13, if Applicable Ownership Interests in the Treasury Portfolio have replaced the Notes underlying Applicable Ownership Interests in Notes as a component of Corporate Units and subject to the conditions set forth in this Agreement, a Holder may, at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, substitute Treasury Securities for the Pledged Applicable Ownership Interests in the Treasury Portfolio underlying such Corporate Units, but only in integral multiples of 16,000 Corporate Units or such other number of Corporate Units as may be determined by the Remarketing Agent upon a Successful Remarketing of the Notes if the Reset Effective Date is not an Interest Payment Date.  In such instance, the Holder shall Transfer Treasury Securities having a Value equal to aggregate Value of the Pledged Applicable Ownership Interests in the Treasury Portfolio for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and (i) the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution for the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio in the manner set forth in clause (a) above (except that the relevant request by the Holder and instruction by the Purchase Contract Agent shall relate to the release of the relevant Pledged Applicable Ownership Interests in the Treasury Portfolio) and (ii) the Collateral Agent shall release any applicable portion of the interest payment the Company made on a Reset Effective Date (if not a quarterly Interest Payment Date) under the First Supplemental Indenture for distribution to such Holder, if such cash payment has not already been paid to Holders of the Corporate Units.

(c)In the event a Holder making a Collateral Substitution pursuant to this Section 3.13 fails to effect a book-entry transfer of the Corporate Units or fails to deliver Corporate Units Certificates to the Purchase Contract Agent after depositing Treasury Securities with the Securities Intermediary, any distributions on the Notes underlying the Applicable Ownership Interests in Notes, or with respect to the Applicable Ownership Interests in the Treasury Portfolio, in each case constituting a part of such Corporate Units, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until such Corporate Units are so transferred or the Corporate Units Certificate is so delivered, as the case may be, or such Holder provides evidence satisfactory to the Company and the Purchase Contract Agent that such Corporate Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company.

(d)Except as described in Section 5.02 or in this Section 3.13 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Corporate Unit remains in effect, such Corporate Units shall not be separable into its constituent parts, and the rights and obligations of the Holder in respect of the Applicable

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Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the Purchase Contract comprising such Corporate Units may be acquired, and may be transferred and exchanged, only as a Corporate Unit.

Section 3.14.Recreation of Corporate Units.  (a) Unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Notes as a component of the Corporate Units, and subject to the conditions set forth in this Agreement, each Holder of Treasury Units may recreate Corporate Units at any time on or prior to the close of business on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that (i) Holders of Treasury Units may only recreate Corporate Units in integral multiples of 20 Treasury Units and (ii) no Collateral Substitution shall be effected during a Restricted Period.  To recreate Corporate Units, the Holder must:

(1)Transfer to the Collateral Agent for credit to the Collateral Account Notes or security entitlements with respect thereto having an aggregate principal amount equal to the Value of the Treasury Securities to be released; and

(2)Transfer the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit I hereto.

Upon confirmation that the Notes described in clause (1) above or security entitlements with respect thereto have been credited to the Collateral Account and receipt of the instruction from the Purchase Contract Agent described in clause (2) above, the Collateral Agent shall promptly release such Pledged Treasury Securities from the Pledge and shall promptly instruct the Securities Intermediary by a notice substantially in the form of Exhibit J hereto to Transfer such Pledged Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

The substituted Notes will be pledged to the Company through the Collateral Agent to secure such Holder’s obligation to purchase Common Shares under the related Purchase Contract.

Upon credit to the Collateral Account of Notes or security entitlements with respect thereto delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall promptly Transfer the Treasury Securities to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

Upon receipt of such Treasury Securities, the Purchase Contract Agent shall promptly:

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(i)cancel the related Treasury Units;

(ii)Transfer the Treasury Securities to the Holder; and

(iii)deliver Corporate Units in book-entry form, or if applicable, authenticate, execute on behalf of such Holder and deliver Corporate Units in the form of a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units.

Holders who elect to recreate Corporate Units shall be responsible for any fees or expenses, (including, without limitation, fees and expenses payable to the Collateral Agent), in respect of the recreation, and neither the Company nor the Purchase Contract Agent shall be responsible for any such fees or expenses.

(b)Notwithstanding clause (a) of this Section 3.14, if Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Notes as a component the Corporate Units and subject to the conditions set forth in this Agreement, a Holder of Treasury Units may at any time on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date substitute Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities included in such Treasury Units, but only in integral multiples of 16,000 Treasury Units or such other number of Treasury Units as may be determined by the Remarketing Agent following a Successful Remarketing of the Notes if the Reset Effective Date is not an Interest Payment Date.  In addition, if the Corporate Units are reestablished following a Reset Effective Date which is not also an Interest Payment Date but prior to the close of business on the Record Date related to the Interest Payment Date next succeeding such Reset Effective Date, the Holder shall deposit with the Securities Intermediary for credit to the Collateral Account cash in an amount equal to the interest accrued on the Notes that would have been a component of the Corporate Units to be created from the Interest Payment Date next preceding the Reset Effective Date to, but excluding, the Reset Effective Date (except that the relevant request by the Holder and instruction by the Purchase Contract Agent shall relate to the release of the relevant Pledged Applicable Ownership Interests in the Treasury Portfolio).  In such an event, the Holder shall Transfer the Applicable Ownership Interests in the Treasury Portfolio having a Value equal to the aggregate Value of the Treasury Securities for which substitution is being made to the Securities Intermediary, for credit to the Collateral Account, and the Purchase Contract Agent, Collateral Agent and Securities Intermediary shall effect a Collateral Substitution and release the Treasury Securities from the Pledge in the manner set forth in clause (c) above.

(c)Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Fundamental Change Early Settlement or a Termination Event, for so long as the Purchase Contract underlying a Treasury Unit remains in effect, such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the interest in the Treasury Security and the Purchase Contract comprising

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such Treasury Unit may be acquired, and may be transferred and exchanged, only as a Treasury Unit.

Section 3.15.Transfer of Collateral upon Occurrence of Termination Event.  (a) Upon receipt by the Collateral Agent of written notice pursuant to Section 5.06 hereof from the Company or the Purchase Contract Agent that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:

(i)any Notes underlying Pledged Applicable Ownership Interests in Notes or security entitlements with respect thereto or Pledged Applicable Ownership Interests in the Treasury Portfolio;

(ii)any Pledged Treasury Securities;

(iii)any payments made by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof; and

(iv)any Proceeds and all other payments the Collateral Agent receives in respect of the foregoing;

to the Purchase Contract Agent for the benefit of the Holders for distribution to such Holders, in accordance with their respective interests, free and clear of the Pledge created hereby; provided, however, that if any Holder shall be entitled to receive Notes in an aggregate principal amount of less than $1,000, or greater than $1,000 but not in an integral multiple of $1,000, the Purchase Contract Agent shall request, on behalf of such Holder, pursuant to Section 2.03 of the First Supplemental Indenture that the Company issue Notes in denominations of $50, or integral multiples thereof, in exchange for Notes in denominations of $1,000 or integral multiples thereof; provided, further, that if any Holder shall be entitled to receive less than $1,000 with respect to its Pledged Applicable Ownership Interests in the Treasury Portfolio or its Pledged Treasury Securities, the Purchase Contract Agent shall have the right (but not the obligation) to dispose of such Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities for cash and deliver to such Holder cash in lieu of delivering the Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be.

(b)Notwithstanding anything to the contrary in clause (a) of this Section 3.15, if such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided by this Section 3.15, the Purchase Contract Agent shall use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that,

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notwithstanding the Company’s being the debtor in such a bankruptcy case, the Collateral Agent shall not be prohibited from releasing or Transferring the Collateral as provided in this Section 3.15, and shall deliver or cause to be delivered such opinion to the Collateral Agent within 10 days after the occurrence of such Termination Event, and if (A) the Purchase Contract Agent shall be unable to obtain such opinion within 10 days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, as the case may be, as provided in this Section 3.15, then the Purchase Contract Agent shall within 15 days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and transfer of all Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio, Pledged Treasury Securities and the payments by Holders (or the Permitted Investments of such payments) pursuant to Section 5.02 hereof and Proceeds and all other payments received by the Collateral Agent in respect of the foregoing, or as the case may be, as provided by this Section 3.15.

(c)Upon the occurrence of a Termination Event and the Transfer to the Purchase Contract Agent of the Notes underlying Pledged Applicable Ownership Interests in Notes, the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio or the Pledged Treasury Securities, as the case may be, pursuant to Section 3.15(a), the Purchase Contract Agent shall request transfer instructions with respect to such Notes, Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, from each Holder by written request, substantially in the form of Exhibit D hereto, mailed to such Holder at its address as it appears in the Security Register.

(d)Upon book-entry transfer of the Corporate Units or the Treasury Units or delivery of a Corporate Units Certificate or Treasury Units Certificate to the Purchase Contract Agent with such transfer instructions, the Purchase Contract Agent shall transfer the Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, that are a component of such Corporate Units or Treasury Units, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions and, in the case of the Notes underlying Pledged Applicable Ownership Interests in Notes, in accordance with the terms of the First Supplemental Indenture.  In the event a Holder of Corporate Units or Treasury Units fails to effect such transfer or delivery, the Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, and any distributions thereon, shall be held in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder, until the earlier to occur of:

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(i)the transfer of such Corporate Units or Treasury Units or surrender of the Corporate Units Certificate or Treasury Units Certificate or the receipt by the Company and the Purchase Contract Agent from such Holder of satisfactory evidence that such Corporate Units Certificate or Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Purchase Contract Agent and the Company; and

(ii)the expiration of the time period specified by the applicable law governing abandoned property in the state in which the Purchase Contract Agent holds such property.

Section 3.16.No Consent to Assumption.  Each Holder of a Unit, by acceptance thereof, shall be deemed expressly to have withheld any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise, of the Purchase Contract by the Company or its trustee, receiver, liquidator or a person or entity performing similar functions in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or federal law providing for reorganization or liquidation.

Section 3.17.Substitutions.  Whenever a Holder has the right to substitute Treasury Securities, Notes underlying Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, or security entitlements for any of them, for financial assets held in the Collateral Account, such substitution shall not constitute a novation of the security interest created hereby.

ARTICLE 4

THE NOTES AND APPLICABLE OWNERSHIP
INTERESTS IN THE TREASURY PORTFOLIO

Section 4.01.Interest Payments; Rights to Interest Payments Preserved.  (a)  The Collateral Agent (if the Notes underlying Pledged Applicable Ownership Interests in Notes are in the name of the Collateral Agent) shall transfer all income and distributions received by it on account of the Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio or Permitted Investments from time to time held in the Collateral Account (ABA No. 021000018, Attn: Corporate Trust/GLA 111-565, Account No. 142307, Re: Assured Guaranty Ltd. Collateral Account) to the Purchase Contract Agent for distribution to the applicable Holders as provided in this Agreement and the Purchase Contracts.

(b)Any payment on any Note underlying Pledged Applicable Ownership Interests in Notes or any distribution on any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio and clauses (ii) or (iii) of each paragraph of the definition of Applicable Ownership Interest in the Remarketing Treasury Portfolio), as the case may be, which is paid on any Interest Payment Date shall, subject to receipt thereof by the Purchase Contract Agent from the Company or from the Collateral Agent as provided in Section 4.01(a) above be paid to

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the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) of which such Applicable Ownership Interest in Notes or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forms a part is registered at the close of business on the Record Date for such Interest Payment Date.  Interest payable on the Notes underlying the Applicable Ownership Interests in Notes on a Reset Effective Date that falls on a day that is not an Interest Payment Date, as well as any cash deposited with the Collateral Agent in accordance with the provisions of Section 3.14(b), shall, in accordance with the provisions of this Agreement, be released by the Collateral Agent to the Purchase Contract Agent on the next succeeding Payment Date or on such earlier date falling prior to the Record Date for such next succeeding Payment Date on which (i) Corporate Units are transformed into Treasury Units pursuant to Section 3.13 by the Holder establishing Treasury Units, or (ii) Corporate Units are settled early in accordance with the provisions of Section 5.07 by the Holders exercising rights pursuant to such Section.  Amounts payable in accordance with the preceding sentence shall be payable by the Purchase Contract Agent to the Persons in whose names the Corporate Units Certificate is registered at the close of business on the Record Date for the applicable Payment Date or to the Holder of Corporate Units transforming Corporate Units into Treasury Units or exercising an Early Settlement in accordance with Section 5.07.

(c)Each Corporate Units Certificate evidencing Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio delivered under this Agreement upon registration of transfer of or in exchange for or in lieu of any other Corporate Units Certificate shall carry the right to accrued and unpaid interest or distributions, and to accrue interest or distributions, which were carried by the Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio underlying such other Corporate Units Certificate.

(d)In the case of any Corporate Unit with respect to which (i) Cash Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.02(b) or hereof, (ii) Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.07 hereof, (iii) Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected pursuant to Section 5.04(b)(ii) hereof, (iv) a Collateral Substitution is properly effected pursuant to Section 3.13, or (v) a Successful Early Remarketing occurs with respect to the Note underlying Applicable Ownership Interest in Notes as a component of a Corporate Unit, in each case on a date that is after any Record Date and prior to or on the next succeeding Interest Payment Date, interest on the Notes underlying Applicable Ownership Interests in Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, as a component of such Corporate Unit otherwise payable on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such Cash Settlement, Early Settlement, Fundamental Change Early Settlement, Collateral Substitution or Successful Early Remarketing, and such payment or distributions shall, subject to receipt thereof by the Purchase Contract Agent, be payable to the Person in whose name the Corporate Units Certificate (or one or more Predecessor Corporate Units Certificates) was registered at the close of business on the Record Date.

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(e)Except as otherwise expressly provided in Section 4.01(d) hereof, in the case of any Corporate Units with respect to which Cash Settlement, Early Settlement or Fundamental Change Early Settlement of the underlying Purchase Contract is properly effected, or with respect to which a Collateral Substitution has been effected, payments attributable to the Notes underlying the Applicable Ownership Interests in the Notes or distributions on Applicable Ownership Interests in the Treasury Portfolio, as the case may be, that would otherwise be payable or made after the Purchase Contract Settlement Date, Early Settlement Date, Fundamental Change Early Settlement Date or the date of the Collateral Substitution, as the case may be, shall not be payable hereunder to the Holder of such Corporate Units; provided, however, that to the extent that such Holder continues to hold Separate Notes or Applicable Ownership Interests in the Treasury Portfolio that formerly comprised a part of such Holder’s Corporate Units, such Holder shall be entitled to receive interest on such Separate Notes or distributions on such Applicable Ownership Interests in the Treasury Portfolio.

Section 4.02.Principal Payments Prior to or on Purchase Contract Settlement Date.  (a) Subject to the provisions of Section 5.02(a), Section 5.04(b)(ii) and Section 5.07, and except as provided in Section 4.02(b) below, if no Termination Event shall have occurred, all principal payments received by the Securities Intermediary in respect of (1) the principal amount of Notes underlying Pledged Applicable Ownership Interests in Notes, (2) the Pledged Applicable Ownership Interests in the Treasury Portfolio and (3) the Pledged Treasury Securities, shall be credited to the Collateral Account, to be invested in Permitted Investments until the Purchase Contract Settlement Date, and transferred to the Company on the Purchase Contract Settlement Date as provided in Section 5.02 hereof.  Any balance remaining in the Collateral Account shall be released from the Pledge and transferred to the Purchase Contract Agent for the benefit of the Holders of record on the Purchase Contract Settlement Date for distribution to such Holders in accordance with their respective interests, free and clear of the Pledge created hereby.  The Company shall instruct the Collateral Agent in writing as to the specific Permitted Investments in which any payments made under this Section 4.02 shall be invested; provided, however, that if the Company fails to deliver such instructions by 10:30 a.m., New York City time, on the day such payments are received by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such payments in Permitted Investments of the type described in clause (vi) of the definition of Permitted Investments which have been designated by the Company in writing from time to time in a standing instruction to the Securities Intermediary which shall be effective until revoked or superseded.  In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon.  Neither the Collateral Agent nor the Securities Intermediary shall have any liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction.

(b)All payments received by the Securities Intermediary in respect of (1) the Notes, (2) the Applicable Ownership Interests in the Treasury Portfolio and (3) the Treasury Securities or security entitlements with respect thereto, that, in each case, have been released from the Pledge hereunder shall be transferred to the Purchase Contract

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Agent for the benefit of the applicable Holders for distribution to such Holders in accordance with their respective interests.

Section 4.03.Notice and Voting.  (a) Subject to Section 4.03(b) hereof, the Purchase Contract Agent may exercise, or refrain from exercising, any and all voting and other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Notes underlying Pledged Applicable Ownership Interests in Notes; and provided, further, that the Purchase Contract Agent shall give the Company and the Collateral Agent at least four Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right.  Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use reasonable efforts to send promptly to the Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes.

(b)Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the Holders of Corporate Units a notice:

(i)containing such information as is contained in the notice or solicitation;

(ii)stating that each Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Notes underlying the Applicable Ownership Interests in Notes that are a component of their Corporate Units; and

(iii)stating the manner in which such instructions may be given.

Upon the written request of the Holders of Corporate Units on such record date received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in

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accordance with the instructions set forth in such requests, the maximum aggregate principal amount of Notes (rounded down to the nearest integral multiple of $1,000) as to which any particular voting instructions are received.  In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Notes underlying Pledged Applicable Ownership Interests in Notes that are a component of such Corporate Units.  The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such Notes.

(c)The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Shares.

Section 4.04.Special Event Redemption.  (a) If the Company elects to redeem the Notes following the occurrence of a Special Event as permitted by the Indenture, it shall notify the Collateral Agent in writing that a Special Event has occurred and that it intends to redeem the Notes on the Special Event Redemption Date.  Upon the occurrence of such Special Event Redemption while Notes are still credited to the Collateral Account, the Collateral Agent shall, and is hereby authorized to, instruct the Securities Intermediary to present the Notes underlying Pledged Applicable Ownership Interests in Notes for payment as may be required by their respective terms and to direct the Indenture Trustee to remit the Redemption Price to the Securities Intermediary for credit to the Collateral Account, on or prior to 11:00 a.m., New York City time, on such Special Event Redemption Date, by wire transfer of immediately available funds.  Upon receipt of such funds by the Securities Intermediary and the credit thereof to the Collateral Account, the Notes underlying Pledged Applicable Ownership Interests in Notes shall be released from the Collateral Account and promptly transferred to the Company.  Upon the crediting of such funds to the Collateral Account, the Collateral Agent, at the written direction of the Company, shall instruct the Securities Intermediary to (i) apply an amount equal to the Redemption Amount of such funds to purchase the Special Event Treasury Portfolio from the Quotation Agent, (ii) credit to the Collateral Account the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) and (iii) promptly remit the remaining portion of such funds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests.

(b)Upon the occurrence of a Special Event Redemption, (i) the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) will be substituted as Collateral for the Notes underlying Pledged Applicable Ownership Interests in Notes and will be held by the Collateral Agent in accordance with the terms hereof to secure the Obligation of each Holder of Corporate Units, (ii) the Holders of Corporate Units and the Collateral Agent shall have such rights and obligations, and the Collateral Agent shall have such security interest, with respect to such Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of Applicable Ownership Interest in the Special Event

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Treasury Portfolio) as the Holders of Corporate Units and the Collateral Agent had in respect of the Notes underlying Pledged Applicable Ownership Interests in Notes, subject to the Pledge thereof, and (iii) any reference herein to Applicable Ownership Interests in Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Treasury Portfolio.  The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio) for Applicable Ownership Interests in Notes as Collateral.

Section 4.05.Payments to Purchase Contract Agent.  The Securities Intermediary shall use commercially reasonable efforts to deliver any payments required to be made by it to the Purchase Contract Agent hereunder to the account designated by the Purchase Contract Agent for such purpose not later than 12:00 p.m., New York City time, on the Business Day such payment is received by the Securities Intermediary; provided, however, that if such payment is received on a day that is not a Business Day or after 11:00 a.m., New York City time, on a Business Day, then the Securities Intermediary shall use commercially reasonable efforts to deliver such payment to the Purchase Contract Agent no later than 10:30 a.m., New York City time, on the next succeeding Business Day.

Section 4.06.Payments Held in Trust.  If the Purchase Contract Agent or any Holder shall receive any principal payments on account of financial assets credited to the Collateral Account (other than interest on the Notes or distributions on the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) of each paragraph of the definition of Applicable Ownership Interest in the Special Event Treasury Portfolio)) and not released therefrom in accordance with this Agreement, the Purchase Contract Agent or such Holder shall hold such payments as trustee of an express trust for the benefit of the Company and, upon receipt of an Officers’ Certificate of the Company so directing, promptly deliver such payments to the Securities Intermediary for credit to the Collateral Account or to the Company for application to the Obligations of the applicable Holder or Holders, and the Purchase Contract Agent and Holders shall acquire no right, title or interest in any such payments of principal amounts so received.  The Purchase Contract Agent shall have no liability under this Section 4.06 unless and until it has been notified in writing that such payment was delivered to it erroneously and shall have no liability for any action taken, suffered or omitted to be taken prior to its receipt of such notice.

ARTICLE 5

THE PURCHASE CONTRACTS

Section 5.01.Purchase of Common Shares.  (a) Each Purchase Contract shall obligate the Holder of the related Units to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price in cash equal to the Stated Amount (the “Purchase Price”), a number of newly issued Common Shares (subject to Section 5.08)

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equal to the Settlement Rate unless an Early Settlement, a Fundamental Change Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred.  The “Settlement Rate” is equal to:

(i)if the Applicable Market Value is greater than or equal to $12.93 (the “Threshold Appreciation Price”), the Settlement Rate shall be 3.8685 Common Shares (such Settlement Rate being referred to herein as the “Minimum Settlement Rate”);

(ii)if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $11.00 (the “Reference Price”), the Settlement Rate shall be a number of Common Shares per Purchase Contact equal to the Stated Amount divided by the Applicable Market Value; and

(iii)if the Applicable Market Value is less than or equal to the Reference Price, the Settlement Rate shall be 4.5455 Common Shares, which is equal to the Stated Amount divided by the Reference Price (such Settlement Rate being referred to herein as the “Maximum Settlement Rate”);

in each case subject to adjustment as provided in Section 5.04 (and in each case rounded upward or downward to the nearest 1/10,000th of a share).

(b)Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance of such Unit will be deemed to have:

(i)duly appointed the Purchase Contract Agent to enter into and perform the related Purchase Contract on its behalf and in its name as its attorney-in-fact (including, without limitation, the execution of Certificates on behalf of such Holder);

(ii)irrevocably agreed to be bound by the terms and provisions of such Unit, including but not limited to, the terms and provisions of the Purchase Contract;

(iii)covenanted and agreed to perform its obligations under this Agreement and such Purchase Contract for so long as such Holder remains a Holder of a Corporate Unit or a Treasury Unit;

(iv)consented to the provisions hereof;

(v)duly appointed the Purchase Contract Agent to enter into and perform this Agreement on its behalf and in its name as its attorney-in-fact; and

(vi)consented to, and agreed to be bound by, the Pledge of such Holder’s right, title and interest in and to the Collateral Account, including the Pledged Applicable Ownership Interests in Notes and the Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities pursuant to this

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Agreement and the delivery of the Notes underlying such Applicable Ownership Interests in Notes by the Purchase Contract Agent to the Collateral Agent;

provided that upon a Termination Event, the rights of the Holder of such Units under the Purchase Contract may be enforced without regard to any other rights or obligations.

(c)Each Holder of a Corporate Unit or a Treasury Unit, by its acceptance thereof, will be deemed to have further covenanted and agreed that to the extent and in the manner provided in Section 5.02 hereof, but subject to the terms thereof, on the Purchase Contract Settlement Date, Proceeds of the Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, equal to the Purchase Price, shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such Proceeds.

(d)Upon registration of transfer of a Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee) by the terms of this Agreement and the Purchase Contracts underlying such Certificate and the transferor shall be released from the obligations under this Agreement and the Purchase Contracts underlying the Certificate so transferred.  The Company covenants and agrees, and each Holder of a Certificate, by its acceptance thereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

(e)Promptly after the calculation of the Settlement Rate and the Applicable Market Value, the Company shall give the Purchase Contract Agent notice thereof.  All calculations and determinations of the Settlement Rate and the Applicable Market Value shall be made by the Company or its agent based on their good faith calculations, and the Purchase Contract Agent shall have no responsibility with respect thereto.

Section 5.02.Remarketing; Payment of Purchase Price.  (a)(i) Unless a Special Event Redemption has occurred or will occur or a Successful Remarketing has already occurred, the Company may, at its option and in its sole discretion, conduct a Remarketing during the Period for Early Remarketing consisting of three successive Remarketing Dates on each of which it shall cause the Remarketing Agent to remarket, in whole (but not in part), (1) the Notes underlying Pledged Applicable Ownership Interests in Notes that are a component of the Corporate Units and (2) any Separate Notes of Holders who have elected to in the manner set forth in clause (ii) below to have their Notes so remarketed.  Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the applicable Three-Business Day Remarketing Period, the Purchase Contract Agent shall notify the Remarketing Agent of the aggregate principal amount of Notes underlying Pledged Applicable Ownership Interests in Notes and the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of Separate Notes, if any, that are to be remarketed pursuant to clause (ii) below.  Concurrently, the Custodial Agent will present the Separate Notes for Remarketing to the Remarketing Agent.  Upon receipt of such notices

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from the Purchase Contract Agent and Custodial Agent, and the Separate Notes for Remarketing from the Custodial Agent, the Remarketing Agent shall, during the Three-Business Day Remarketing Period, use its reasonable efforts to remarket (based on the Reset Rate) such Notes underlying Pledged Applicable Ownership Interests in Notes and Separate Notes at a price equal to the sum of (x) approximately 100.00% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price and (y) the Remarketing Fee.  If the Remarketing Agent is able to remarket the Notes underlying Pledged Applicable Ownership Interests in Notes and the Separate Notes at a price equal to or greater than 100.00% of the Remarketing Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price (a “Successful Early Remarketing”), the Collateral Agent shall instruct the Securities Intermediary to:

(A)Transfer the Notes underlying Pledged Applicable Ownership Interests in Notes to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Successful Remarketing attributable to such Notes underlying Pledged Applicable Ownership Interests in Notes (after deducting any Remarketing Fee) in the Collateral Account;

(B)apply an amount equal to the Remarketing Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Remarketing Treasury Portfolio;

(C)credit the Applicable Ownership Interests in the Remarketing Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) to the Collateral Account; and

(D)promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate Units, in accordance with their respective interests.

The Remarketing Agent may deduct the Remarketing Fee from any amount of Proceeds therefrom in excess of sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Notes Purchase Price.  With respect to Notes underlying Pledged Applicable Ownership Interests in Notes, any Proceeds of the Remarketing attributable to such Notes underlying Pledged Applicable Ownership Interests in Notes in excess of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Remarketing Fee with respect to such Notes underlying Pledged Applicable Ownership Interests in Notes will be remitted to the Purchase Contract Agent for payment to the Holders of the related Corporate Units.  The Applicable Ownership Interests in the Remarketing Treasury Portfolio will be substituted for the Notes underlying Pledged Applicable Ownership Interests in Notes and the appropriate Applicable Ownership Interests in the Remarketing Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) shall be held as Collateral to secure the Obligations of the Holders of Corporate Units.  With respect to Separate Notes upon a Successful Early Remarketing, any

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Proceeds of the Remarketing attributable to such Separate Notes in excess of the Remarketing Fee with respect to the Separate Notes will be remitted to the Custodial Agent for payment to the holders of such Separate Notes on the Reset Effective Date.  None of the Company, the Purchase Contract Agent, or any Holders of Corporate Units or Holders of Separate Notes whose Notes or Separate Notes are so remarketed shall otherwise be responsible for the payment of any Remarketing Fee in connection therewith.

Following the occurrence of a Successful Early Remarketing, the Holders of Corporate Units and the Collateral Agent shall have such rights and obligations, and the Collateral Agent shall have such security interest, with respect to the Pledged Applicable Ownership Interests in the Remarketing Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) as the Holder of Corporate Units and the Collateral Agent had in respect of the Notes underlying Pledged Applicable Ownership Interests in Notes, subject to the Pledge thereof, and any reference herein or in the Certificates to the Applicable Ownership Interests in Notes shall be deemed to be a reference to such Applicable Ownership Interests in the Remarketing Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term) and any reference herein or in the Certificates to interest in the Applicable Ownership Interests in Notes shall be deemed to be a reference to corresponding distributions on such Applicable Ownership Interests in the Remarketing Treasury Portfolio (as specified in clause (i) of each paragraph of the definition of such term).  The Company may cause to be made in any Corporate Units Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of such Applicable Ownership Interests in the Remarketing Treasury Portfolio for Applicable Ownership Interests in Notes.

If a Remarketing attempt on the first Remarketing Date during the applicable Three-Business Day Remarketing Period is not successful, the Remarketing Agent shall (unless impracticable), in accordance with the Remarketing Agreement, remarket the Notes underlying Pledged Applicable Ownership Interests in Notes on each of the next two succeeding Remarketing Dates during such Three-Business Day Remarketing Period until a Successful Remarketing occurs.  If, despite of using its reasonable efforts, the Remarketing Agent cannot remarket the Notes underlying Pledged Applicable Ownership Interests in Notes and the Separate Notes, if any, during such Three-Business Day Remarketing Period (other than to the Company) at a price not less than 100% of the sum of the Remarketing Treasury Portfolio Purchase Price plus the Separate Note Purchase Price or a condition precedent set forth in the Remarketing Agreement is not fulfilled, the Remarketing will be deemed to have failed (a “Failed Early Remarketing”).  Promptly following a Failed Early Remarketing, the Remarketing Agent shall return, no later than the Business Day immediately following the end of such Three-Business Day Remarketing Period, the Separate Notes delivered for Remarketing to the Custodial Agent for delivery to the appropriate Holders of the Separate Notes.

(ii)On or prior to the close of business on the second Business Day immediately preceding the first Remarketing Date of the applicable Three-Business Day Remarketing Period or Final Three-Business Day Remarketing

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Period, but no earlier than the close of business on the fifth Business Day immediately preceding such first Remarketing Date of the Applicable Remarketing Period, Holders of Separate Notes may elect to have their Separate Notes remarketed under the Remarketing Agreement by delivering their Separate Notes, along with a notice of such election, substantially in the form of Exhibit L hereto, to the Custodial Agent.  The Custodial Agent shall hold the Separate Notes in an account separate from the Collateral Account in which the Notes underlying Pledged Applicable Ownership Interests in Notes shall be held.  Holders of Separate Notes electing to have their Separate Notes remarketed will also have the right to withdraw that election by written notice to the Custodial Agent, substantially in the form of Exhibit M hereto, on or prior to the close of business on the second Business Day immediately preceding the first Remarketing Date of the relevant Three-Business Day Remarketing Period or Final Three-Business Day Remarketing Period, upon which notice the Custodial Agent shall return such Separate Notes to such Holder.  After such time, such election to remarket shall become an irrevocable election to have such Separate Notes remarketed in such Remarketing.  Promptly after 11:00 a.m., New York City time, on the Business Day immediately preceding the first Remarketing Date of the relevant Three-Business Day Remarketing Period or Final Three-Business Day Remarketing Period, the Custodial Agent shall notify the Remarketing Agent of the aggregate principal amount of the Separate Notes to be remarketed and shall deliver to the Remarketing Agent for Remarketing all Separate Notes delivered to the Custodial Agent pursuant to this Section 5.02(a)(ii) and not withdrawn pursuant to the terms hereof prior to such date.

(iii)The Company shall request, not less than 10 Business Days prior to each Remarketing Announcement Date, that the Depository (or any successor or its nominee) notify the Depository Participants holding Notes underlying Pledged Applicable Ownership Interests in Notes of such Remarketing and procedures to be followed in such Remarketing.  On the Remarketing Announcement Date, the Company shall make a Remarketing Announcement regarding such proposed Remarketing of the Notes underlying Pledged Applicable Ownership Interests in Notes.

(iv)The Company agrees to use its commercially reasonable efforts to ensure that, if required by applicable law, a registration statement with regard to the full amount of the Notes to be remarketed in the Remarketing during the Period for Early Remarketing or the Final Three-Business Day Remarketing Period, as the case may be, shall be effective with the Commission in a form that will enable the Remarketing Agent to rely on it in connection with such Remarketing.

(v)The Company shall cause a notice of a Failed Remarketing to be published (with a copy of such notice to be provided to the Purchase Contract Agent) on the Business Day immediately following the final Remarketing Date of the Applicable Remarketing Period (which notice, in the event of a Failed Final Remarketing (as defined below), shall be published not later than 9:00 a.m.  New

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York City time, and shall include the procedures that must be followed if a Holder of Notes underlying Pledged Applicable Ownership Interests in Notes wishes to exercise its Put Right) in each case, by making a timely release to any appropriate news agency, including Dow Jones News Service and Bloomberg Business News.

(b)(i)  Unless a Special Event Redemption has occurred or will occur prior to the Final Three-Business Day Remarketing Period, if no Successful Remarketing has occurred prior to the Final Three-Business Day Remarketing Period, each Holder shall have the right to satisfy such Holder’s Obligations on the Purchase Contract Settlement Date in separate cash by notifying the Purchase Contract Agent by use of a notice in substantially the form of Exhibit E hereto of its intention to pay in cash (“Cash Settlement”) prior to the close of business on the seventh Business Day immediately preceding the Purchase Contract Settlement Date.  Promptly following the close of business on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, the Purchase Contract Agent shall notify the Collateral Agent and the Indenture Trustee of the receipt of such notices from Holders intending to make a Cash Settlement.

(ii)A Holder of a Corporate Unit (if the Treasury Portfolio has not replaced the Notes underlying Pledged Applicable Ownership Interests in Notes) who has so notified the Purchase Contract Agent of its intention to effect a Cash Settlement shall pay the Purchase Price to the Securities Intermediary for credit to the Collateral Account on or prior to 11:00 a.m., New York City time, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date in lawful money of the United States by wire transfer, in each case in immediately available funds payable to or upon the order of the Securities Intermediary.

(iii)If a Holder of a Corporate Unit does not notify the Purchase Contract Agent of its intention to make a Cash Settlement in accordance with Section 5.02(b)(i) above, or does notify the Purchase Contract Agent in accordance with Section 5.02(b)(i) above but fails to make such payment as required by Section 5.02(b)(ii) above, such Holder shall be deemed to have consented to the disposition of the Notes underlying Pledged Applicable Ownership Interests in Notes pursuant to the Remarketing during the Final Three-Business Day Remarketing Period as described in Section 5.02(c) below.

(iv)Promptly after 11:00 a.m., New York City time, on the sixth Business Day preceding the Purchase Contract Settlement Date, the Purchase Contract Agent, based on cash payments received by the Securities Intermediary pursuant to Section 5.02(b)(ii) hereof, shall promptly notify the Collateral Agent and the Indenture Trustee of the aggregate principal amount of Notes underlying Pledged Applicable Ownership Interests in Notes to be tendered for purchase in the Remarketing in a notice in the form of Exhibit K hereto.

(v)Upon (1) receipt by the Collateral Agent of a notice from the Purchase Contract Agent promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected,

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in accordance with Section 5.02(b)(i) to effect a Cash Settlement and (2) the payment by such Holder of the Purchase Price in accordance with Section 5.02(b)(ii) above then the Collateral Agent shall:

(A)instruct the Securities Intermediary promptly to invest any such Cash in Permitted Investments maturing on the Purchase Contract Settlement Date;

(B)release from the Pledge such Holder’s Notes underlying Pledged Applicable Ownership Interests in Notes that are a component of the Corporate Units as to which such Holder has effected a Cash Settlement; and

(C)instruct the Securities Intermediary to Transfer all such Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby.

The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Cash shall be invested; provided, however, that if the Company fails to deliver such instructions by 10:30 a.m., New York City time, on the day such payments are received by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such payments in Permitted Investments of the type described in clause (vi) of the definition of Permitted Investments which have been designated by the Company in writing from time to time in a standing instruction to the Securities Intermediary which shall be effective until revoked or superseded.  In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon.  Neither the Collateral Agent nor the Securities Intermediary shall have any liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction.

Upon maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall, and is hereby authorized to, (A) instruct the Securities Intermediary to remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such Permitted Investments as is equal to the aggregate Purchase Price under all Purchase Contracts in respect of which Cash Settlement has been affected as provided above to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of such aggregate Purchase Price earned from such Permitted Investments to the Purchase Contract Agent for distribution to the Holders who have effected Cash Settlement pro-rata in proportion to the amount paid by such Holders under Section 5.02(b)(ii) above.

(c)(i)  Unless a Special Event Redemption has occurred or will occur prior to the Final Three-Business Day Remarketing Period, if a Successful Remarketing has not occurred during the Period for Early Remarketing, the Notes underlying Pledged Applicable Ownership Interests in Notes that are a component of Corporate Units of Holders who have not notified the Purchase Contract Agent of their intention to effect a Cash Settlement as provided in Section 5.02(b)(i) above, or who have so notified the

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Purchase Contract Agent in accordance with Section 5.02(b)(i) above but have failed to make such payment as required by Section 5.02(b)(ii) above, and the Separate Notes of any Holder who has elected for its Separate Notes to be remarketed pursuant to Section 5.02(a)(ii) will be remarketed by the Remarketing Agent during the Final Three-Business Day Remarketing Period.  In order to facilitate the Remarketing during the Final Three-Business Day Remarketing Period, the Purchase Contract Agent, based on the notices and cash payments specified in Section 5.02(b)(iii), and the Custodial Agent, based on the notice specified in Section 5.02(a)(ii), shall notify the Remarketing Agent, promptly after 11:00 a.m., New York City time, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, of the aggregate principal amount of Notes underlying Pledged Applicable Ownership Interests in Notes and aggregate principal amount of Separate Notes that are to be remarketed pursuant to Section 5.02(a)(ii), if any, to be remarketed.  Concurrently, the Custodial Agent will present for Remarketing the Separate Notes to the Remarketing Agent.

(ii)Upon receipt of such notices from the Purchase Contract Agent and the Custodial Agent and the Separate Notes (if any) from the Custodial Agent, as set forth in clause (i) above, the Remarketing Agent shall, during the Final Three-Business Day Remarketing Period, use its reasonable efforts to remarket (based on the Reset Rate) such Notes underlying Pledged Applicable Ownership Interests in Notes and Separate Notes on such date at a price equal to the sum of (x) approximately 100.00% of the aggregate principal amount of such Notes underlying Pledged Applicable Ownership Interests in Notes and Separate Notes and (y) the Remarketing Fee.  If the Remarketing Agent is able to remarket the Notes underlying Pledged Applicable Ownership Interests in Notes and the Separate Notes at a price equal to or greater than 100.00% of the aggregate principal amount of the Notes underlying Pledged Applicable Ownership Interests in Notes and the Separate Notes (a “Successful Final Remarketing”), the Collateral Agent shall:

(A)instruct the Securities Intermediary to Transfer the related Notes underlying Pledged Applicable Ownership Interest in Notes to the Remarketing Agent upon confirmation of deposit by the Remarketing Agent of the Proceeds of such Remarketing attributable to such Notes underlying Pledged Applicable Ownership Interests in Notes (after deducting the Remarketing Fee) in the Collateral Account;

(B)instruct the Securities Intermediary to invest such Proceeds of the Remarketing in one or more of the Permitted Investments maturing on or prior to the Purchase Contract Settlement Date; and

(C)on the Purchase Contract Settlement Date, in consultation with the Purchase Contract Agent, instruct the Securities Intermediary to remit a portion of the Proceeds from such Remarketing attributable to such Notes underlying Pledged

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Applicable Ownership Interests in Notes equal to the aggregate principal amount of such Notes underlying Pledged Applicable Ownership Interests in Notes to satisfy in full such Holder’s Obligations to pay the Purchase Price to purchase the Common Shares under the related Purchase Contracts, and to remit the balance of the Proceeds from such Remarketing, if any, to the Purchase Contract Agent for distribution to such Holder.

The Company shall instruct the Collateral Agent in writing as to the type of Permitted Investments in which any such Proceeds shall be invested; provided, however, that if the Company fails to deliver such instructions by 10:30 a.m., New York City time, on the day such payments are received by the Securities Intermediary, the Collateral Agent shall instruct the Securities Intermediary to invest such payments in Permitted Investments of the type described in clause (vi) of the definition of Permitted Investments which have been designated by the Company in writing from time to time in a standing instruction to the Securities Intermediary which shall be effective until revoked or superseded.  In no event shall the Collateral Agent be liable for the selection of Permitted Investments or for investment losses incurred thereon.  Neither the Collateral Agent nor the Securities Intermediary shall have any liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction.

The Remarketing Agent may deduct the Remarketing Fee from Proceeds in excess of the aggregate principal amount of the remarketed Notes underlying Pledged Applicable Ownership Interests in Notes.  With respect to Separate Notes, upon a Successful Final Remarketing, any proceeds of the Remarketing of the Separate Notes in excess of the Remarketing Fee attributable to the Separate Notes will be remitted to the Custodial Agent for payment to the Holders of Separate Notes on the Reset Effective Date.

If a Remarketing attempt on the first Remarketing Date during the Final Three-Business Day Remarketing Period is not successful, the Remarketing Agent shall, in accordance with the Remarketing Agreement, remarket the Notes on each of the next two succeeding Remarketing Dates during the Final Three-Business Day Remarketing Period until a Successful Remarketing occurs.  If, despite of using its reasonable efforts, the Remarketing Agent cannot remarket the Notes underlying Pledged Applicable Ownership Interests in Notes and the Separate Notes (if any) at a price not less than 100.00% of the aggregate principal amount of the Notes underlying Pledged Applicable Ownership Interests in Notes and the Separate Notes to be remarketed during the Final Three-Business Day Remarketing Period (other than to the Company) or a condition precedent in the Remarketing Agreement is not fulfilled, the Remarketing shall be deemed to have failed (a “Failed Final Remarketing”).  Following a Failed Final Remarketing, as of the Purchase Contract Settlement Date, each Holder of any Notes underlying Pledged Applicable Ownership Interests in Notes that are subject to a Failed Final Remarketing, unless such Holder has (A) provided written notice in substantially the form of Exhibit N hereto of its intention to settle the related Purchase Contract with separate cash and (B) surrendered the Certificate evidencing the Corporate Units (if they are in certificated form) or the related Book-Entry Interests, to the Purchase Contract Agent prior to 11:00

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a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date and on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date delivered the Purchase Price to the Securities Intermediary for deposit in the Collateral Account in lawful money of the United States by certified or cashiers check or wire transfer in immediately available funds payable to or upon the order of the Securities Intermediary (which settlement may only be effected in integral multiples of 20 Corporate Units), shall be deemed to have exercised such Holder’s Put Right with respect to the Notes underlying such Pledged Applicable Interest in Notes and to have elected to apply a portion of the Proceeds of the Put Right price as a set-off against such Holder’s Obligations, thereby satisfying such Obligations in full, and the Collateral Agent shall cause the Securities Intermediary to release the Notes underlying Pledged Applicable Ownership Interests in Notes from the Collateral Account and shall promptly transfer the Notes underlying Pledged Applicable Ownership Interests in Notes to the Company.  Thereafter, the Collateral Agent shall promptly remit the remaining portion of the Proceeds of the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price for the Common Shares to be issued under such Purchase Contracts to the Purchase Contract Agent for payment to the Holder of the Corporate Units to which such Notes relate.  Upon (x) receipt by the Collateral Agent of a notice from the Purchase Contract Agent in substantially the form of Exhibit O hereto promptly after the receipt by the Purchase Contract Agent of a notice from a Holder of Corporate Units that such Holder has elected, in accordance with this Section 5.02(c)(ii), to settle the related Purchase Contract with separate cash and (y) payment by such Holder to the Securities Intermediary of the Purchase Price in accordance with this Section 5.02(c)(ii), in lieu of exercise of such Holder’s Put Right, the Securities Intermediary shall give the Purchase Contract Agent notice of the receipt of such payment in substantially the form of Exhibit P hereto and shall (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(b)(v) with respect to Cash Settlement, (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash and (C) promptly Transfer all such Notes to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby, whereupon the Purchase Contract Agent shall Transfer such Notes, in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the relevant abandoned property laws of the state where such Notes and interest payments thereon, if any, are held.  Upon maturity of the Permitted Investments on the Purchase Contract Settlement Date, the Collateral Agent shall, and is hereby authorized to, (A) instruct the Securities Depository to remit to the Company on the Purchase Contract Settlement Date such portion of the proceeds of such Permitted Investments as is equal to the aggregate Purchase Price under all Purchase Contracts in respect of which separate cash has been paid as provided in this Section 5.02(c)(ii) to the Company on the Purchase Contract Settlement Date, and (B) release any amounts in excess of such amount earned from such

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Permitted Investments to the Purchase Contract Agent for distribution to the Holders who have paid such separate cash pro rata in proportion to the amount paid by such Holders under this Section 5.02(c)(ii).

(d)In the case of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced the Applicable Ownership Interests in Notes as a component of such Corporate Unit), upon the maturity of the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio held by the Securities Intermediary on or prior to the Business Day immediately preceding the Purchase Contract Settlement Date, the principal amount of the Pledged Treasury Securities or the appropriate Pledged Applicable Ownership Interests in the Treasury Portfolio received by the Securities Intermediary shall be invested promptly in Permitted Investments of the type described in clause (vi) of the definition of Permitted Investments which have been designated by the Company in writing from time to time in a standing instruction to the Securities Intermediary which shall be effective until revoked or superseded.  On the Purchase Contract Settlement Date, an amount equal to the Purchase Price shall be remitted to the Company as payment of such Holder’s Obligations under the related Purchase Contracts without receiving any instructions from the Holder.  In the event the sum of the Proceeds from the related Pledged Treasury Securities or related Pledged Applicable Ownership Interests in the Treasury Portfolio and the Proceeds from such Permitted Investments is in excess of the aggregate Purchase Price, the Collateral Agent shall cause the Securities Intermediary to distribute such excess to the Purchase Contract Agent for the benefit of the Holder of the related Treasury Units or Corporate Units.  In the event the sum of the Proceeds from the related Pledged Treasury Securities or related Pledged Applicable Ownership Interests in the Treasury Portfolio and the Proceeds from such Permitted Investments is less than the aggregate Purchase Price, the Collateral Agent promptly after receipt of such Proceeds shall notify in writing the Company and the Purchase Contract Agent of the existence and amount of such deficiency.  Upon receipt of any such notice, the Purchase Contract Agent promptly shall notify the Holder of the related Treasury Units or Corporate Units (or, if applicable, request that the Depository notify the Depository Participants holding the related Treasury Units or Corporate Units) of the existence and amount of any such deficiency.

(e)With respect to the Notes to be distributed to Holders upon a Cash Settlement, subject to the receipt thereof, the Purchase Contract Agent shall transfer such Notes by book-entry transfer or other appropriate procedures in accordance with written instructions provided by the Holder thereof or, if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent, subject to the applicable laws governing abandoned property, shall hold such Notes, and any interest payment thereon, in the name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the applicable laws governing abandoned property of the state in which the Purchase Contract Agent holds such property.  Distributions to Holders of any other payments described above shall be payable at the office of the Purchase Contract Agent in the City of New York maintained for that purpose or, at the option of the Holder, by check mailed to the address of the Person entitled thereto at such address as it appears on the Security Register.

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(f)Unless the Treasury Portfolio has replaced the Notes underlying the Applicable Ownership Interests in Notes, the obligations of the Holders of Corporate Units to pay the Purchase Price in respect of Common Shares to be issued pursuant to the related Purchase Contracts are non-recourse obligations and, except to the extent satisfied by Early Settlement, Fundamental Change Early Settlement or Cash Settlement or terminated upon a Termination Event, are payable solely out of the proceeds of any Collateral pledged to secure the obligations of the Holders, and in no event will such Holders be liable for any amount by which the Purchase Price exceeds the proceeds of the disposition of Collateral.  If the Treasury Portfolio has replaced the Notes underlying the Applicable Ownership Interests in Notes and the proceeds at maturity of the U.S. Treasury securities underlying the Applicable Ownership Interest in the Treasury Portfolio are less than the Purchase Price, each Holder of Corporate Units will be obligated to pay such Holder’s pro rata share of the amount of such deficiency.  If the proceeds at maturity of the Treasury Securities underlying Treasury Units are less than the Purchase Price, each Holder of Treasury Units will be obligated to pay the amount of the deficiency.

(g)The Company shall not be obligated to issue any Common Shares in respect of a Purchase Contract or deliver any certificates thereof to the Holder of the related Units unless the Company shall have received payment for the Common Shares to be purchased thereunder in the manner herein set forth.

Section 5.03.Issuance of Common Shares.  (a) Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02 above, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly issued Common Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder.

(b)Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate representing that number of newly issued whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled.  Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the

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settlement instructions provided by the Holder to the Purchase Contract Agent.  If any Common Shares issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depository or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Section 5.04.Anti-Dilution Adjustments.  (a) Each Fixed Settlement Rate will be subject to adjustment, without duplication, as follows:

(i)In case the Company shall pay a dividend or make any other distribution of Common Shares on the outstanding Common Shares, each Fixed Settlement Rate in effect at the close of business on the record date for the determination of shareholders entitled to receive such dividend or other distribution shall be increased by multiplying each Fixed Settlement Rate by a fraction of which:

(A)the numerator shall be the sum of the number of Common Shares outstanding at the close of business on the record date for such determination plus the total number of shares constituting such dividend or other distribution, and

(B)the denominator shall be the number of Common Shares outstanding at the close of business on the record date for such determination;

such increase to become effective immediately at the opening of business on the Business Day following the record date for such determination.

For the purposes of this clause (i), the number of Common Shares at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of Common Shares.  The Company agrees that it shall not pay any dividend or make any distribution on Common Shares held in the treasury of the Company.

(ii)In case the Company shall issue rights, warrants or options, other than pursuant to any dividend reinvestment plans or share purchase plans, to all holders of its Common Shares entitling them, for a period expiring within 45 days after the record date for the determination of shareholders entitled to receive such rights, warrants or options, to subscribe for or purchase Common Shares at a price per share less than the Current Market Price per Common Share on the date of announcement of such issuance, each Fixed Settlement Rate in effect at the close of business on the date of such announcement shall be increased by multiplying such Fixed Settlement Rate by a fraction of which:

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(A)the numerator shall be the number of Common Shares outstanding at the close of business on the record date for such determination plus the number of Common Shares so offered for subscription or purchase, and

(B)the denominator shall be the number of Common Shares outstanding at the close of business on the record date for such determination plus the number of Common Shares which the aggregate of the offering price of the total number of Common Shares so offered for subscription or purchase would purchase at such Current Market Price;

such increase to become effective immediately after the opening of business on the Business Day following the date of such announcement.  The Company agrees that it shall notify the Purchase Contract Agent if any issuance of such rights, warrants or options is cancelled or not completed following the announcement thereof and each Fixed Settlement Rate shall thereupon be readjusted to the Fixed Settlement Rate in effect immediately prior to the date of such announcement.  For purposes of this clause (ii), the number of Common Shares at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of Common Shares.  The Company agrees that it shall not issue any such rights, warrants or options in respect of Common Shares held in the treasury of the Company.

(iii)In case outstanding Common Shares shall be subdivided or split into a greater number of Common Shares, each Fixed Settlement Rate in effect at the close of business on the day preceding the day upon which such subdivision or split becomes effective shall be proportionately increased, and, conversely, in case outstanding Common Shares shall each be combined into a smaller number of Common Shares, each Fixed Settlement Rate in effect at the close of business on the day preceding the day upon which such combination becomes effective shall be proportionately decreased, such increase or decrease, as the case may be, to become effective immediately at the opening of business on the Business Day following the day upon which such subdivision, split or combination becomes effective.

(iv)In case the Company shall, by dividend or otherwise, distribute to all holders of outstanding Common Shares evidences of its indebtedness, shares of capital stock, securities, cash or property (excluding (A) any dividend or distribution covered by clause (i) or (ii) of this Section 5.04(a), (B) any dividend or distribution paid exclusively in cash and (C) any Spin-Off as to which an adjustment was effected under the provisions of clause (v) of this Section 5.04(a)), each Fixed Settlement Rate in effect at the close of business on the record date for the determination of shareholders entitled to receive such distribution shall be adjusted by multiplying such rate by a fraction of which:

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(A)the numerator shall be the Current Market Price per Common Share on the record date for such determination, and

(B)the denominator shall be the Current Market Price per Common Share on the record date for such determination less the then fair market value (as reasonably determined by the Board of Directors, whose determination shall be conclusive and the basis for which shall be described in a Board Resolution) of the portion of distribution applicable to one Common Share;

such adjustment to become effective at the opening of business on the Business Day following the record date for the determination of shareholders entitled to receive such distribution.  In the event that such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall again be adjusted to be the Fixed Settlement Rate which would then be in effect if such dividend or distribution had not been declared.

(v)In case the Company shall, by dividend or otherwise, make a distribution to all holders of its Common Shares consisting of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company (a “Spin-Off”) that are, or when issued will be, traded on a U.S. securities exchange, each Fixed Settlement Rate in effect at the close of business on the record date for the determination of shareholders entitled to receive such distribution shall be adjusted by multiplying such rate by a fraction of which

(A)the numerator shall be the sum of (x) the average of the closing prices of such capital stock or similar equity interests distributed to holders of Common Shares applicable to one Common Share over the 10 consecutive Trading Day period (the “Relevant Period”) commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such distribution on the NYSE or such other national or regional exchange or market on which such dividend or distribution is listed or quoted and (y) the average of the Closing Prices of one Common Share over the Relevant Period, and

(B)the denominator shall be the average of the Closing Prices of one Common Share over the Relevant Period.

(vi)In case the Company shall make a distribution consisting exclusively of cash to all holders of Common Shares (excluding any dividend or distribution in connection with a liquidation, dissolution or termination of the Company) in an amount per Common Share that exceeds $0.045 per quarter (such per share amount, the “Reference Dividend”), then, in such case, each Fixed Settlement Rate in effect at the close of business on the record date for the determination of shareholders entitled to receive such distribution shall be adjusted by multiplying such rate by a fraction of which:

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(A)the numerator shall be the Current Market Price per Common Share on such record date, and

(B)the denominator shall be the Current Market Price per Common Share on such record date less the amount of cash per Common Share so distributed (and not excluded as provided above) in excess of the Reference Dividend;

such increase to be effective at the opening of business on the Business Day following the record date; provided, however, that in the event the portion of cash so distributed applicable to one Common Share is equal to or greater than the Current Market Price per Common Share on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of a Unit shall have the right to receive upon settlement of the Units the amount of cash such Holder would have received had such Holder settled each Unit on the record date.  The Reference Dividend shall be subject to an inversely proportional adjustment whenever each Fixed Settlement Rate is adjusted under this clause (vi).  In the event that such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall again be adjusted to be the Fixed Settlement Rate which would then be in effect if such dividend or distribution had not been declared.

(vii)The reclassification of Common Shares into securities including securities other than Common Shares (other than any reclassification upon a Reorganization Event to which Section 5.04(b) applies) shall be deemed to involve:

(A)a distribution of such securities other than Common Shares to all holders of Common Shares (and the effective date of such reclassification shall be deemed to be “the record date for the determination of shareholders entitled to receive such distribution” and “the record date for such determination” within the meaning of paragraph (iv) of this Section); and

(B)a subdivision, split or combination, as the case may be, of the number of Common Shares outstanding immediately prior to such reclassification into the number of Common Shares outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision or split becomes effective” or “the day upon which such combination becomes effective”, as the case may be, and “the day upon which such subdivision, split or combination becomes effective” within the meaning of paragraph (iii) of this Section).

(viii)In case the Company or any subsidiary of the Company shall make a tender or exchange offer (other than any odd-lot tender offer) for all or any portion of the Common Shares and upon expiration of such tender or exchange offer (as amended upon the expiration thereof), to the extent that the cash and the value of any other consideration included in the payment per Common Share (as

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reasonably determined by the Board of Directors, whose determination shall be conclusive and the basis for which shall be described in a Board Resolution) exceeds the average closing price of the Common Shares for each of the five consecutive Trading Days next succeeding the last date on which tenders or exchanges may be made under such tender or exchange offer (the “Expiration Time”), each Fixed Settlement Rate in effect at the Expiration Time shall be adjusted by multiplying such rate by a fraction of which:

(A)the numerator shall be equal to the sum of (1) the fair market value, as reasonably determined by the Board of Directors (whose determination shall be conclusive and the basis for which shall be described in a Board Resolution), of the aggregate consideration payable for all Common Shares that the Company or a subsidiary of the Company, as the case may be, purchased in such tender or exchange offer (the “Purchased Shares”) and (2) the product of (x) the number of Common Shares outstanding at the Expiration Time, less any Purchased Shares, and (y) the Closing Price of the Common Shares on the Trading Day next succeeding the Expiration Time, and

(B)the denominator shall be equal to the product of the number of Common Shares outstanding at the Expiration Time, including the Purchased Shares, and the Closing Price of the Common Shares on the Trading Day next succeeding the Expiration Time;

such adjustment to become effective at the opening of business on the Business Day following the date of the Expiration Time.

(ix)All adjustments to the Fixed Settlement Rate shall be calculated to the nearest 1/10,000th of a Common Share (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share).  No adjustment in the Fixed Settlement Rate shall be required unless such adjustment would require an increase or decrease of at least one percent thereof; provided, however, that (i) any adjustments which by reason of this subclause are not required to be made shall be carried forward and taken into account in any subsequent adjustment and (ii) that effect shall be given to all anti-dilution adjustments no later than the close of business on the Business Day immediately preceding the first Trading Day in the 20 consecutive Trading Day period during which the Applicable Market Value is determined (or, if earlier, the close of business on the Business Day immediately preceding the date on which the Fundamental Change Early Settlement Rate is determined).

(x)If any adjustment is made to each Fixed Settlement Rate pursuant to this Section 5.04(a), an inversely proportional adjustment shall also be made to the Reference Price and Threshold Appreciation Price.  In addition, if any adjustment to each Fixed Settlement Rate is required to be made pursuant to the

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occurrence of any of the events contemplated by this Section 5.04(a) during the period taken into consideration for determining the Applicable Market Value, the 20 individual Closing Prices used to determine the Applicable Market Value shall be appropriately adjusted to account for the adjustment to each Fixed Settlement Rate (as determined by the Board of Directors, whose determination shall be conclusive and the basis for which shall be described in a Board Resolution).

(xi)The Company may, but shall not be required to, make such increases in the Fixed Settlement Rate, in addition to those required by this Section 5.04(a), as the Board of Directors considers to be advisable in order to avoid or diminish any income tax to any holders of Common Shares resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reason.  The Company may make such a discretionary adjustment only if it makes the same proportionate adjustment to each Fixed Settlement Rate.

(xii)If the Company hereafter adopts any stockholder rights plan involving the issuance of preference share purchase rights or other similar rights (the “Rights”) to all holders of the Common Shares, a Holder shall be entitled to receive upon settlement of any Purchase Contract, in addition to the Common Shares issuable upon settlement of such Purchase Contract, the related Rights for the Common Shares, unless such Rights under the future stockholder rights plan have separated from the Common Shares at the time of conversion, in which case each Fixed Settlement Rate shall be adjusted as provided in Section 5.04(a)(iv) on the date such Rights separate from the Common Shares.

(b)Adjustment for Consolidation, Merger or Other Reorganization Event.

(i)In the event of a Reorganization Event that causes the Common Shares to be converted into the right to receive other securities, cash or property, each Purchase Contract then outstanding would, without the consent of the Holders of the underlying Corporate Units or Treasury Units, as the case may be, become a contract to purchase such other securities instead of the Common Shares.  If such Reorganization Event causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), each Purchase Contract then outstanding would become a contract to purchase the amount of other securities, cash and/or property corresponding to the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such election.  Upon the occurrence of any such transaction, on the Purchase Contract Settlement Date, the Settlement Rate will be determined based on the securities, cash or property a holder of Common Shares would have received when such transaction occurred.  Upon the occurrence of such Reorganization Event, the Company shall promptly prepare and transmit to the Purchase Contract Agent an Officers’ Certificate setting forth in reasonable detail

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such Reorganization Event and the other securities, cash or property into which each Purchase Contract would become a contract to purchase.

(ii)If a Fundamental Change occurs prior to the Purchase Contract Settlement Date, then each Holder of a Unit shall have the right, to accelerate and settle (“Fundamental Change Early Settlement”) the Purchase Contract contained in such Unit upon the conditions set forth below at the Fundamental Change Early Settlement Rate; provided that no Fundamental Change Early Settlement will be permitted pursuant to this Section 5.04(b)(ii) unless, at the time such Fundamental Change Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Fundamental Change Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act.  If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Fundamental Change Early Settlement.  In the event that a Holder elects a Fundamental Change Early Settlement and a Registration Statement is required to be effective in connection with the exercise of such Fundamental Change Early Settlement but no such Registration Statement is then effective, the Holder’s election shall be void unless and until such a Registration Statement becomes effective.

The “Fundamental Change Early Settlement Rate” shall be determined by reference to the table set forth below, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the share price (the “Share Price”) in the Fundamental Change, which means: (A) in the case of a Fundamental Change described in clause (ii) of the definition of such term and holders of the Common Shares receive only cash in the Fundamental Change, the Share Price shall be the cash amount paid per share; or (B) otherwise, the Share Price shall be the average of the Closing Prices of the Common Shares over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change.

The following table sets forth the Share Price and Fundamental Change Early Settlement Rate per $50 of Stated Amount of Units:

		Effective Date
Share Price		June 24, 2009	June 1, 2010	June 1, 2011	June 1, 2012
$	6.00	5.6343	5.3504	5.0133	4.5455
$	8.00	5.0413	4.8692	4.7094	4.5455
$	10.00	4.6717	4.5278	4.4041	4.5455
$	11.00	4.5476	4.4079	4.2794	4.5455
$	12.00	4.4535	4.3172	4.1829	4.1667
$	12.93	4.3872	4.2549	4.1185	3.8685
$	15.00	4.2896	4.1691	4.0413	3.8685
$	17.50	4.2272	4.1231	4.0138	3.8685
$	20.00	4.1933	4.1031	4.0065	3.8685
$	25.00	4.1548	4.0810	3.9930	3.8685
$	30.00	4.1266	4.0603	3.9766	3.8685
$	40.00	4.0794	4.0221	3.9508	3.8685
$	50.00	4.0432	3.9936	3.9344	3.8685
$	60.00	4.0163	3.9734	3.9235	3.8685
$	75.00	3.9878	3.9526	3.9125	3.8685
$	100.00	3.9583	3.9316	3.9015	3.8685

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The exact Share Prices and Effective Dates may not be set forth in the table above, in which case:

(A)if the Share Price on the Effective Date is between two Share Price amounts in the table or the Effective Date is between two Effective Dates in the table, the Fundamental Change Early Settlement Rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Share Price amount and the earlier and later Effective Dates, as applicable, based on a 365-day year;

(B)if the actual Share Price on the Effective Date exceeds $100.00 per Common Share, subject to adjustment as set forth herein, the Fundamental Change Early Settlement Rate will be the Minimum Settlement Rate; and

(C)if the actual Share Price on the Effective Date is less than $6.00 per Common Share, subject to adjustment as set forth herein, the Fundamental Change Early Settlement Rate will be the Maximum Settlement Rate.

The Share Prices set forth in the first column of the table above shall be adjusted as of any date on which any Fixed Settlement Rate is adjusted pursuant to Section 5.04 hereof.  The adjusted Share Prices will equal the Share Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the applicable Fixed Settlement Rate immediately prior to the adjustment giving rise to the Share Price adjustment and the denominator of which is the Fixed Settlement Rate as so adjusted.  The number of Common Shares set forth in the table above will be adjusted in the same manner as the Fixed Settlement Rate is adjusted pursuant to Section 5.04 hereof.

Within 15 Business Days of the occurrence of a Fundamental Change, the Company shall provide written notice to Holders of Units of such Fundamental Change, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.04(b)(ii), the date on which such Fundamental Change Early Settlement shall occur (which date shall be at least 10 days after the date of such written notice by the Company, but which shall in no event be later than the fifth Business Day

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immediately preceding the Purchase Contract Settlement Date) (the “Fundamental Change Early Settlement Date”), the applicable Fundamental Change Early Settlement Rate and the amount (per Common Share) of cash, securities and other consideration receivable by the Holder upon settlement.

Corporate Units Holders and Treasury Units Holders may only effect Fundamental Change Early Settlement pursuant to this Section 5.04(b)(ii) in integral multiples of 20 Corporate Units or Treasury Units, as the case may be.  If the Treasury Portfolio has replaced the Notes as a component of the Corporate Units, Corporate Unit Holders may only effect Fundamental Change Early Settlement pursuant to this Section 5.04(b)(ii) in multiples of 16,000 Corporate Units or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing of the Notes if the Reset Effective Date is not an Interest Payment Date.  Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.01 shall apply with respect to a Fundamental Change Early Settlement pursuant to this Section 5.04(b)(ii).

In order to exercise the Fundamental Change Early Settlement right with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, no later than the close of business on the third Business Day immediately preceding the Fundamental Change Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of “Election to Settle Early” on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the product of (A) the Stated Amount and (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Fundamental Change Early Settlement.

In the event that Units are held by or through DTC or another Depository, the exercise of the right to effect Fundamental Change Early Settlement shall occur in conformity with the standing arrangements between DTC or such Depository and the Purchase Contract Agent.

Upon receipt of any such Certificate and payment of such funds, the Purchase Contract Agent shall pay the Company from such funds the related Purchase Price pursuant to the terms of the related Purchase Contracts, and notify the Collateral Agent that all the conditions necessary for a Fundamental Change Early Settlement by a Holder of Units have been satisfied pursuant to which the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Purchase Price.

Upon receipt by the Collateral Agent of the notice from the Purchase Contract Agent set forth in the preceding paragraph, the Collateral Agent shall release from the Pledge, (1) the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio in the case of a Holder of Corporate Units or (2) the Pledged Treasury Securities, in the case of a Holder of Treasury Units, in each case with a Value equal to the product of (x) the Stated

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Amount and (y) the number of Purchase Contracts as to which such Holder has elected to effect Fundamental Change Early Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Applicable Ownership Interests in the Treasury Portfolio, Notes underlying Pledged Applicable Ownership Interests in Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby.

If a Holder properly effects a Fundamental Change Early Settlement in accordance with the provisions of this Section 5.04(b)(ii), the Company shall deliver (or shall cause the Collateral Agent to deliver) to the Holder on the Fundamental Change Early Settlement Date:

(A)the kind and amount of securities, cash and other property receivable upon such Fundamental Change by a Holder of the number of Common Shares issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Fundamental Change at the Fundamental Change Early Settlement Rate.  For purposes of the foregoing, where a Fundamental Change involves a transaction that causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) and the Holder exercises a Fundamental Change Early Settlement, the Company shall deliver to the Holder on the Fundamental Change Early Settlement Date, the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election.  For the avoidance of doubt, for the purposes of determining the Applicable Market Value (in connection with determining the appropriate Settlement Rate to be applied in the foregoing sentence), the date of the closing of the Fundamental Change shall be deemed to be the Purchase Contract Settlement Date;

(B)the Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities underlying the Corporate Units or the Treasury Units, as the case may be; and

(C)if so required under the Securities Act, a Prospectus as contemplated by this Section 5.04(b)(ii).

In the event that Fundamental Change Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Fundamental Change Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf of the Holder, authenticate and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Fundamental Change Early Settlement was not effected.

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(c)All calculations and determinations pursuant to this Section 5.04 shall be made by the Company or its agent and the Purchase Contract Agent shall have no responsibility with respect thereto.

(d)The Corporate Units or the Treasury Units of the Holders who do not elect Fundamental Change Early Settlement in accordance with Section 5.04(b) shall continue to remain outstanding and be subject to settlement on the Purchase Contract Settlement Date in accordance with the terms hereof.

(e)Neither Fixed Settlement Rate shall be adjusted under this Section 5.04 upon the occurrence of any of the following:

(i)the issuance of any Common Shares pursuant to any present or future Plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional option amounts in Common Shares upon any Plan;

(ii)upon the issuance of any Common Shares or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit Plan or program of or assumed by the Company or any of its subsidiaries;

(iii)upon the issuance of any Common Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of June 24, 2009;

(iv)for a change in the par value or no par value of the Common Shares;

(v)for accumulated and unpaid dividends, other than to the extent contemplated by Section 5.04(a) hereof;

(vi)upon the issuance of any Common Shares or securities convertible into, or exercisable or exchangeable for, Common Shares, in public or private transactions, for consideration in cash or property, at any price the Company deems appropriate; or

(vii)upon the issuance of any Common Shares upon the exercise or conversion of any right, warrant or option described in Section 5.04(a)(ii).

Section 5.05.Notice of Adjustments and Certain Other Events.  (a) Whenever the Fixed Settlement Rates are adjusted as herein provided, the Company shall within 10 Business Days following the occurrence of an event that requires an adjustment to each Fixed Settlement Rate pursuant to Section 5.04 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware):

(i)compute each adjusted Fixed Settlement Rate in accordance with Section 5.04 and prepare and transmit to the Purchase Contract Agent an Officers’

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Certificate setting forth each Fixed Settlement Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and

(ii)provide a written notice to the Holders of the Units of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to each Fixed Settlement Rate was determined and setting forth each adjusted Fixed Settlement Rate.

(b)The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Units to determine whether any facts exist which may require any adjustment of each Fixed Settlement Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same.  The Purchase Contract Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 5.05(a)(i) and any adjustment contained therein and the Purchase Contract Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate.  The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares, or of any securities or property, which may at the time be issued or delivered with respect to any Purchase Contract; and the Purchase Contract Agent makes no representation with respect thereto.  The Purchase Contract Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any Common Shares pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5.

Section 5.06.Termination Event; Notice.  The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights and obligations of Holders to purchase Common Shares, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Notes underlying the Applicable Ownership Interests in Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forming part of such Units, in accordance with the provisions of Section 3.15 hereof.  Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register.

Section 5.07.Early Settlement.  (a) Subject to and upon compliance with the provisions of this Section 5.07, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early (“Early Settlement”) at any time prior to the close of business on the seventh Business Day immediately preceding the Purchase Contract Settlement Date; provided that no Early Settlement will be permitted pursuant to this

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Section 5.07 unless, at the time such Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act.  If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (i) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (ii) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Early Settlement (it being understood that if there is a material business transaction or development with respect to the Company that has not yet been publicly disclosed, the Company shall not be required to provide such Prospectus and the Early Settlement right shall not be available until the Company has publicly disclosed such transaction or development; provided that the Company shall use its commercially reasonable efforts to make such disclosure as soon as it is commercially reasonable to do so).  In the event that a Holder of a Purchase Contract seeks to exercise its Early Settlement right and a Registration Statement is so required but no such Registration Statement is then effective, the Holder’s attempt to exercise such right shall be void unless and until such Registration Statement becomes effective.  Unless a Successful Remarketing of the Notes or a Special Event Redemption has previously occurred, Holders of Corporate Units shall not be permitted to effect Early Settlement (i) during a Restricted Period or (ii) following the effectiveness of a Fundamental Change in which case the provisions of Section 5.04(b)(ii) shall apply.

(b)In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units (in the case of Certificates in definitive certificated form) shall deliver, at any time prior to the close of business on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, other than during a Restricted Period or following the effectiveness of a Fundamental Change (in which case Section 5.04 shall apply) such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of “Election to Settle Early” on the reverse thereof duly completed and executed as indicated and accompanied by payment (payable to the Company in immediately available funds) in an amount (the “Early Settlement Amount”) equal to the sum of the product of (A) the Stated Amount and (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Early Settlement.

In the case of Book-Entry Interests, each Beneficial Owner electing Early Settlement must deliver the Early Settlement Amount to the Purchase Contract Agent along with a facsimile of the form of “Election to Settle Early” duly completed, make book-entry transfer of such Book-Entry Interests and comply with the applicable procedures of the Depository.  In addition, so long as the Units are evidenced by one or more Global Certificates deposited with the Depository, procedures for early settlement will also be governed by standing arrangements between the Depository and the Purchase Contract Agent.

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No payment shall be made upon Early Settlement of any Purchase Contract on account of any dividends on the Common Shares issued upon such Early Settlement.  If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Units at or prior to the close of business on a Business Day, such day shall be the “Early Settlement Date” with respect to such Units and if such requirements are first satisfied after the close of business on a Business Day or at any time on a day that is not a Business Day, the “Early Settlement Date” with respect to such Units shall be the next succeeding Business Day.

Upon the receipt of such Certificate and Early Settlement Amount from the Holder, the Purchase Contract Agent shall pay to the Company such Early Settlement Amount, the receipt of which payment the Company shall confirm in writing.  The Purchase Contract Agent shall then notify the Collateral Agent that (A) such Holder has elected to effect an Early Settlement, which notice shall set forth the number of such Purchase Contracts as to which such Holder has elected to effect Early Settlement, (B) the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amount and (C) all conditions to such Early Settlement have been satisfied.

Upon receipt by the Collateral Agent of the notice from the Purchase Contract Agent set forth in the preceding paragraph, the Collateral Agent shall release from the Pledge, (1) the Notes underlying Pledged Applicable Ownership Interests in Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio the case of a Holder of Corporate Units or (2) Pledged Treasury Securities, in the case of a Holder of Treasury Units, in each case with a Value equal to the product of (x) the Stated Amount and (y) the number of Purchase Contracts as to which such Holder has elected to effect Early Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Applicable Ownership Interests in the Treasury Portfolio, Notes underlying Pledged Applicable Ownership Interests in Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby.

Holders of Corporate Units or Treasury Units may only exercise the Early Settlement right pursuant to this Section 5.07 in integral multiples of 20 Corporate Units or Treasury Units, as the case may be.  If the Treasury Portfolio has replaced the Notes underlying Pledged Applicable Ownership Interests in Notes, Holders of Corporate Units may exercise the Early Settlement right pursuant to this Section 5.07 only in integral multiples of 16,000 Corporate Units or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing of the Notes if the Reset Effective Date is not an Interest Payment Date.  In such instance, the Collateral Agent shall release any applicable portion of the interest payment the Company made on a Reset Effective Date (if not a quarterly Interest Payment Date) under the First Supplemental Indenture for distribution to such Holder exercising the Early Settlement right pursuant to this Section 5.07, if such cash payment has not already been paid to Holders of the Corporate Units.

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(c)Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Company shall issue, and the Holder shall be entitled to receive, a number of Common Shares equal to the Minimum Settlement Rate for each Purchase Contract as to which Early Settlement is effected.

(d)No later than the third Business Day after the applicable Early Settlement Date, the Company shall cause the Common Shares issuable upon Early Settlement of Purchase Contracts to be issued and delivered, together with payment in lieu of any fraction of a share, as provided in Section 5.08.

(e)Upon Early Settlement of any Purchase Contracts, and subject to receipt of Common Shares from the Company and the Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, from the Securities Intermediary, as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of “Election to Settle Early” on the reverse of the Certificate evidencing the related Units:

(i)transfer to the Holder the Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, related to such Units,

(ii)deliver to the Holder a certificate or certificates for the full number of Common Shares issuable upon such Early Settlement, together with payment in lieu of any fraction of a share, as provided in Section 5.08, and

(iii)the Company shall, if so required under the Securities Act, deliver a Prospectus for the Common Shares issuable upon such Early Settlement as contemplated by Section 5.07(a).

(f)In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall execute on behalf of the Holder, authenticate and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.

(g)A Holder of a Unit who effects Early Settlement may elect to have the Notes no longer a part of a Corporate Unit remarketed in accordance with the provisions of Section 5.02.

Section 5.08.No Fractional Shares.  No fractional shares or scrip representing fractional Common Shares shall be issued or delivered upon settlement on the Purchase Contract Settlement Date, or upon Early Settlement or Fundamental Change Early Settlement of any Purchase Contracts.  If Certificates evidencing more than one Purchase Contract shall be surrendered for settlement at one time by the same Holder, the number of full Common Shares which shall be delivered upon settlement shall be computed on the basis of the aggregate number of Purchase Contracts evidenced by the Certificates so surrendered.  Instead of any fractional Common Share which would otherwise be

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deliverable upon settlement of any Purchase Contracts on the Purchase Contract Settlement Date, or upon Early Settlement or Fundamental Change Early Settlement, the Company, through the Purchase Contract Agent, shall make a cash payment in respect of such fractional interest in an amount equal to the percentage of such fractional share multiplied by the Applicable Market Value calculated as if the date of such settlement were the Purchase Contract Settlement Date.  The Company shall provide the Purchase Contract Agent from time to time with sufficient funds to permit the Purchase Contract Agent to make all cash payments required by this Section 5.08 in a timely manner.

Section 5.09.Charges and Taxes.  The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the Common Shares pursuant to the Purchase Contracts; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing a Unit or any issuance of a Common Share in a name other than that of the registered Holder of a Certificate surrendered in respect of the Units evidenced thereby, other than in the name of the Purchase Contract Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

ARTICLE 6

RIGHTS AND REMEDIES OF HOLDERS

Section 6.01.Unconditional Right of Holders to Purchase Common Shares.  Each Holder of a Unit shall have the right, which is absolute and unconditional, except upon and following a Termination Event, to purchase Common Shares pursuant to the Purchase Contract comprising part of such Unit and to institute suit for the enforcement of any such right to purchase Common Shares, and such right shall not be impaired without the consent of such Holder.

Section 6.02.Restoration of Rights and Remedies.  If any Holder has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to such Holder, then and in every such case, subject to any determination in such proceeding, the Company and such Holder shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of such Holder shall continue as though no such proceeding had been instituted.

Section 6.03.Rights and Remedies Cumulative.  Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates in the last paragraph of Section 3.10, no right or remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy

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hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.04.Delay or Omission Not Waiver.  No delay or omission of any Holder to exercise any right upon a default or remedy upon a default shall impair any such right or remedy or constitute a waiver of any such right.  Every right and remedy given by this Article 6 or by law to the Holders may be exercised from time to time, and as often as may be deemed expedient, by such Holders.

Section 6.05.Undertaking for Costs.  All parties to this Agreement agree, and each Holder of a Unit, by its acceptance of such Unit shall be deemed to have agreed, that any court of competent jurisdiction may in its discretion require, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Purchase Contract Agent for any action taken, suffered or omitted by it as Purchase Contract Agent, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and costs against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided that the provisions of this Section shall not apply to any suit instituted by the Purchase Contract Agent, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% of the Outstanding Units, or to any suit instituted by any Holder for the enforcement of interest on any Notes on or after the respective Payment Date therefor in respect of any Unit held by such Holder, or for enforcement of the right to purchase Common Shares under the Purchase Contracts constituting part of any Unit held by such Holder.

Section 6.06.Waiver of Stay or Extension Laws.  The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Purchase Contract Agent or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

THE PURCHASE CONTRACT AGENT

Section 7.01.Certain Duties and Responsibilities.  (a) The Purchase Contract Agent:

(i)undertakes to perform, with respect to the Units, such duties and only such duties as are specifically set forth in this Agreement and the Remarketing Agreement to be performed by the Purchase Contract Agent and no

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implied covenants or obligations shall be read into this Agreement or the Remarketing Agreement against the Purchase Contract Agent; and

(ii)in the absence of bad faith or gross negligence on its part, may, with respect to the Units, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Purchase Contract Agent and conforming to the requirements of this Agreement or the Remarketing Agreement, as applicable, but in the case of any certificates or opinions which by any provision hereof are specifically required to be furnished to the Purchase Contract Agent, the Purchase Contract Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the Remarketing Agreement, as applicable (but need not confirm or investigate the accuracy of the mathematical calculations or other facts stated therein).

(b)No provision of this Agreement or the Remarketing Agreement shall be construed to relieve the Purchase Contract Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this Section 7.01(b) shall not be construed to limit the effect of Section 7.01(a);

(ii)the Purchase Contract Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be conclusively determined by a court of competent jurisdiction that the Purchase Contract Agent was negligent in ascertaining the pertinent facts; and

(iii)no provision of this Agreement or the Remarketing Agreement shall require the Purchase Contract Agent to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c)Whether or not therein expressly so provided, every provision of this Agreement and the Remarketing Agreement relating to the conduct or affecting the liability of or affording protection to the Purchase Contract Agent shall be subject to the provisions of this Section 7.01.

(d)On or prior to the date that is 30 days prior to the first day of the Applicable Remarketing Period, at the Company’s request given at least five Business Days prior to such 30th day, the Purchase Contract Agent shall deliver to the Company, Assured Guaranty US Holdings Inc. and the Remarketing Agent a signed counterpart of the Remarketing Agreement, signed by an authorized signatory of the Purchase Contract Agent.

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(e)The Purchase Contract Agent is authorized to execute and deliver the Remarketing Agreement in its capacity as Purchase Contract Agent.

Section 7.02.Notice of Default.  Within 30 days after the occurrence of any default by the Company hereunder of which a Responsible Officer of the Purchase Contract Agent has actual knowledge, the Purchase Contract Agent shall transmit by mail to the Company and the Holders of Units, as their names and addresses appear in the Security Register, notice of such default hereunder, unless such default shall have been cured or waived.

Section 7.03.Certain Rights of Purchase Contract Agent.  Subject to the provisions of Section 7.01:

(a)the Purchase Contract Agent may, in the absence of bad faith, conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request or direction of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate, Issuer Order or Issuer Request, and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;

(c)whenever in the administration of this Agreement or the Remarketing Agreement the Purchase Contract Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting to take any action hereunder or thereunder, the Purchase Contract Agent (unless other evidence be herein or therein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate of the Company;

(d)the Purchase Contract Agent may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)the Purchase Contract Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Purchase Contract Agent, in its discretion, may make reasonable further inquiry or investigation into such facts or matters related to the execution, delivery and performance of the Purchase Contracts as it may see fit, and, if the Purchase Contract Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the relevant books, records and premises of the Company, personally or by agent or attorney at the

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expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;

(f)the Purchase Contract Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees or an Affiliate of the Purchase Contract Agent and the Purchase Contract Agent shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee or an Affiliate appointed with due care by it hereunder;

(g)the Purchase Contract Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Holders pursuant to this Agreement, unless such Holders shall have offered to the Purchase Contract Agent security or indemnity satisfactory to the Purchase Contract Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(h)the Purchase Contract Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in the absence of bad faith or negligence by it and believed by it to be authorized and within the discretion or rights or powers conferred upon it by this Agreement;

(i)the Purchase Contract Agent shall not be deemed to have notice of any adjustment to the Fixed Settlement Rate, the occurrence of a Termination Event or any default hereunder unless a Responsible Officer of the Purchase Contract Agent has actual knowledge thereof or unless written notice of any such adjustment, occurrence or event which is in fact such a default is received by a Responsible Offer at the Corporate Trust Office of the Purchase Contract Agent, and such notice references the Units or this Agreement;

(j)the Purchase Contract Agent may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

(k)the rights, privileges, protections, immunities and benefits given to the Purchase Contract Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Purchase Contract Agent in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and

(l)the Purchase Contract Agent shall not be required to initiate or conduct any litigation or collection proceedings hereunder and shall have no responsibilities with respect to any default hereunder except as expressly set forth herein.

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Section 7.04.Not Responsible for Recitals or Issuance of Units.  The recitals contained herein, in the Remarketing Agreement and in the Certificates shall be taken as the statements of the Company, and the Purchase Contract Agent assumes no responsibility for their accuracy or validity.  The Purchase Contract Agent makes no representations as to the validity or sufficiency of either this Agreement or of the Units or the Pledge or the Collateral and shall have no responsibility for perfecting or maintaining the perfection of any security interest in the Collateral.  The Purchase Contract Agent shall not be accountable for the use or application by the Company of the proceeds in respect of the Units or the Purchase Contracts.

Section 7.05.May Hold Units.  Any Security Registrar or any other agent of the Company, or the Purchase Contract Agent and its Affiliates, in their individual or any other capacity, may become the owner or pledgee of Units and may otherwise deal with the Company, the Collateral Agent or any other Person with the same rights it would have if it were not Security Registrar or such other agent, or the Purchase Contract Agent.  The Company may become the owner or pledgee of Units.

Section 7.06.Money Held in Custody.  Money held by the Purchase Contract Agent in custody hereunder need not be segregated from the Purchase Contract Agent’s other funds except to the extent required by law or provided herein.  The Purchase Contract Agent shall be under no obligation to invest or pay interest on any money received by it hereunder except as otherwise provided hereunder or agreed in writing with the Company.

Section 7.07.Compensation and Reimbursement.  The Company agrees: (a) to pay to the Purchase Contract Agent compensation for all services rendered by it hereunder and under the Remarketing Agreement as the Company and the Purchase Contract Agent shall from time to time agree in writing;

(b)except as otherwise expressly provided for herein, to reimburse the Purchase Contract Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Purchase Contract Agent in accordance with any provision of this Agreement and the Remarketing Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel) in connection with the negotiation, preparation, execution and delivery and performance of this Agreement and the Remarketing Agreement and any modification, supplement or waiver of any of the terms thereof, except any such expense, disbursement or advance as shall have been caused by its gross negligence, willful misconduct or bad faith; and

(c)to indemnify the Purchase Contract Agent and any predecessor Purchase Contract Agent (and each of its directors, officers, agents and employees) (collectively with the Purchase Contract Agent, the “Indemnitees”) for, and to hold each Indemnitee harmless against, any loss, claim, damage, fine, penalty, liability, fee or expense (including reasonable fees and expenses of counsel) incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of its duties hereunder and the Remarketing Agreement, including the Indemnitees’ reasonable costs and expenses of defending themselves

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against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of the Purchase Contract Agent’s powers or duties hereunder or thereunder.

In addition, and without prejudice to the rights provided to the Purchase Contract Agent hereunder and under applicable law, when the Purchase Contract Agent incurs expenses or renders services after a Termination Event occurs, the expense and the compensation for the services (including the fees and expenses of its counsel) are intended to constitute expenses of administration under any applicable federal or state bankruptcy law.

The provisions of this Section shall survive the resignation and removal of the Purchase Contract Agent, the satisfaction and discharge of the Units and the termination of this Agreement.

Section 7.08.Corporate Purchase Contract Agent Required; Eligibility.  There shall at all times be a Purchase Contract Agent hereunder which shall be a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers and having (or being a member of a bank holding company having) a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority, qualified and eligible under this Article.  If such Person publishes or files reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published or filed.  If at any time the Purchase Contract Agent shall cease to be eligible in accordance with the provisions of this Section 7, it shall resign immediately in the manner and with the effect hereinafter specified in this Article 7.

Section 7.09.Resignation and Removal; Appointment of Successor.  (a) No resignation or removal of the Purchase Contract Agent and no appointment of a successor Purchase Contract Agent pursuant to this Article 7 shall become effective until the acceptance of appointment by the successor Purchase Contract Agent in accordance with the applicable requirements of Section 7.10.

(b)The Purchase Contract Agent may resign at any time by giving written notice thereof to the Company 60 days prior to the effective date of such resignation.  If the instrument of acceptance by a successor Purchase Contract Agent required by Section 7.10 shall not have been delivered to the Purchase Contract Agent within 30 days after the giving of such notice of resignation, the resigning Purchase Contract Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.

(c)The Purchase Contract Agent may be removed at any time by Act of the Holders of a majority in number of the Outstanding Units delivered to the Purchase Contract Agent and the Company.  If the instrument of acceptance by a successor

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Purchase Contract Agent required by Section 7.10 shall not have been delivered to the Purchase Contract Agent within 30 days after such Act, the Purchase Contract Agent being removed may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.

(d)If at any time:

(i)the Purchase Contract Agent fails to comply with Section 310(b) of the TIA, as if the Purchase Contract Agent were an indenture trustee under an indenture qualified under the TIA, and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Unit for at least six months;

(ii)the Purchase Contract Agent shall cease to be eligible under Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Holder; or

(iii)the Purchase Contract Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Purchase Contract Agent or of its property shall be appointed or any public officer shall take charge or control of the Purchase Contract Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the Purchase Contract Agent, or (ii) any Holder who has been a bona fide Holder of a Unit for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Purchase Contract Agent and the appointment of a successor Purchase Contract Agent.

(e)If the Purchase Contract Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Purchase Contract Agent for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Purchase Contract Agent and shall comply with the applicable requirements of Section 7.10.  If no successor Purchase Contract Agent shall have been so appointed by the Company and accepted appointment in the manner required by Section 7.10, any Holder who has been a bona fide Holder of a Unit for at least six months, on behalf of itself and all others similarly situated, or the Purchase Contract Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Purchase Contract Agent.

(f)The Company shall give, or shall cause such successor Purchase Contract Agent to give, notice of each resignation and each removal of the Purchase Contract Agent and each appointment of a successor Purchase Contract Agent by mailing written notice of such event by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the applicable Security Register.  Each notice shall

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include the name of the successor Purchase Contract Agent and the address of its Corporate Trust Office.

Section 7.10.Acceptance of Appointment by Successor.  (a) In case of the appointment hereunder of a successor Purchase Contract Agent, every such successor Purchase Contract Agent so appointed shall execute, acknowledge and deliver to the Company and to the retiring Purchase Contract Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Purchase Contract Agent shall become effective and such successor Purchase Contract Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, agencies and duties of the retiring Purchase Contract Agent; but, on the request of the Company or the successor Purchase Contract Agent, such retiring Purchase Contract Agent shall, upon payment of amounts owed to it pursuant to Section 7.07, execute and deliver an instrument transferring to such successor Purchase Contract Agent all the rights, powers and trusts of the retiring Purchase Contract Agent and duly assign, transfer and deliver to such successor Purchase Contract Agent all property and money held by such retiring Purchase Contract Agent hereunder.

(b)Upon request of any such successor Purchase Contract Agent, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Purchase Contract Agent all such rights, powers and agencies referred to in clause (a) of this Section 7.10.

(c)No successor Purchase Contract Agent shall accept its appointment unless at the time of such acceptance such successor Purchase Contract Agent shall be qualified and eligible under this Article 7.

Section 7.11.Merger, Conversion, Consolidation or Succession to Business.  Any Person into which the Purchase Contract Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Purchase Contract Agent shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Purchase Contract Agent, shall be the successor of the Purchase Contract Agent hereunder; provided that such Person shall be otherwise qualified and eligible under this Article 7, without the execution or filing of any paper or any further act on the part of any of the parties hereto.  In case any Certificates shall have been authenticated and executed on behalf of the Holders, but not delivered, by the Purchase Contract Agent then in office, any successor by merger, conversion or consolidation to such Purchase Contract Agent may adopt such authentication and execution and deliver the Certificates so authenticated and executed with the same effect as if such successor Purchase Contract Agent had itself authenticated and executed such Units.

Section 7.12.Preservation of Information; Communications to Holders.  (a) The Purchase Contract Agent shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders received by the Purchase Contract Agent in its capacity as Security Registrar.

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(b)If three or more Holders (herein referred to as “Applicants”) apply in writing to the Purchase Contract Agent, and furnish to the Purchase Contract Agent reasonable proof that each such Applicant has owned a Unit for a period of at least six months preceding the date of such application, and such application states that the Applicants desire to communicate with other Holders with respect to their rights under this Agreement or under the Units and is accompanied by a copy of the form of proxy or other communication which such Applicants propose to transmit, then the Purchase Contract Agent shall mail to all the Holders copies of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Purchase Contract Agent of the materials to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing.

Section 7.13.No Obligations of Purchase Contract Agent.  Except to the extent otherwise expressly provided in this Agreement, the Purchase Contract Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Remarketing Agreement or any Purchase Contract in respect of the obligations of the Holder of any Unit thereunder.  The Company agrees, and each Holder of a Certificate, by its acceptance thereof, shall be deemed to have agreed, that the Purchase Contract Agent’s execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Purchase Contract Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article 5 hereof.  Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Purchase Contract Agent or its officers, directors, employees or agents be liable under this Agreement or the Remarketing Agreement for (i) indirect, incidental, special, punitive, or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Purchase Contract Agent and regardless of the form of action; or (ii) any failure or delay in the performance of its obligations under this Agreement arising out of or caused directly or indirectly, by acts of God; earthquake; fires; floods; wars; civil or military disturbances; terrorist acts; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities; accidents; labor disputes; and acts of civil or military authority or governmental actions; it being understood that the Purchase Contract Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 7.14.Tax Compliance.  (a) The Purchase Contract Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments made with respect to the Units or (ii) the issuance, delivery, holding, transfer, redemption or exercise of rights under the Units.  Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent.

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(b)The Purchase Contract Agent shall comply in accordance with the terms hereof with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 7.01(a) hereof.

(c)The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request.

ARTICLE 8

SUPPLEMENTAL AGREEMENTS

Section 8.01.Supplemental Agreements without Consent of Holders.  Without the consent of any Holders, the Company, when authorized by a Board Resolution, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Purchase Contract Agent, to:

(a)evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates;

(b)evidence and provide for the acceptance of appointment hereunder by a successor Purchase Contract Agent, Collateral Agent, Securities Intermediary or Custodial Agent;

(c)add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company;

(d)make provision with respect to the rights of Holders pursuant to the requirements of Section 5.04(b); or

(e)except as provided for in Section 5.04, cure any ambiguity (or formal defect), or correct or supplement any provisions herein that may be inconsistent with any other provisions herein or to make such other provisions in regard to such matters or questions arising under this Agreement; provided that such action shall not materially adversely affect the interests of the Holders; provided, further, that any amendment made solely to conform the provisions of this Agreement to the description of the Units and the Purchase Contracts contained in the final prospectus supplement dated June 18, 2009, relating to the Units under the sections entitled “Description of the Equity Units,” “Description of the Purchase Contracts,” “Certain Provisions of the Purchase Contract and Pledge Agreement” or “Description of the Notes” shall be deemed not to adversely affect the interests of the Holders.

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Section 8.02.Supplemental Agreements with Consent of Holders.  With the consent of the Holders of not less than a majority of the Outstanding Units voting together as one class, including, without limitation, the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company, the Purchase Contract Agent, the Company, the Collateral Agent, the Securities Intermediary and the Custodial Agent, as the case may be, when authorized by a Board Resolution, may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each outstanding Purchase Contract affected thereby,

(a)change the amount or type of Collateral required to be Pledged to secure a Holder’s obligations under the Purchase Contract (except for the rights of Holders of Corporate Units to substitute Treasury Securities for the Notes underlying the Pledged Applicable Ownership Interests in Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, or the rights of Holders of Treasury Units to substitute Notes underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) in each paragraph of the definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio), as applicable, for the Pledged Treasury Securities), impair the right of the Holder of any Purchase Contract to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;

(b)impair the Holders’ right to institute suit for the enforcement of any Purchase Contract;

(c)except as set forth in Section 5.04, reduce the number of Common Shares or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase Common Shares or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under the Purchase Contract; or

(d)reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts;

provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only the affected class of Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; and provided, further, that the unanimous consent of the Holders of each outstanding Purchase Contract

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of such class affected thereby shall be required to approve any amendment or proposal specified in clauses (a) through (d) of this Section 8.02.

It shall not be necessary for any Act of Holders under this Section 8.02 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

Section 8.03.Execution of Supplemental Agreements.  In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Article or the modifications thereby of the agencies created by this Agreement, the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent shall be provided, and (subject to Section 7.01 with respect to the Purchase Contract Agent) shall be fully authorized and protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement and that any and all conditions precedent to the execution and delivery of such supplemental agreement have been satisfied.  The Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects their own rights, duties or immunities under this Agreement or otherwise.

Section 8.04.Effect of Supplemental Agreements.  Upon the execution of any supplemental agreement under this Article 8, this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated, executed on behalf of the Holders and delivered hereunder, shall be bound thereby.

Section 8.05. Reference to Supplemental Agreements.  Certificates authenticated, executed on behalf of the Holders and delivered after the execution of any supplemental agreement pursuant to this Article 8 may, and shall if required by the Purchase Contract Agent, bear a notation in form approved by the Purchase Contract Agent as to any matter provided for in such supplemental agreement.  If the Company shall so determine, new Certificates so modified as to conform, in the opinion of the Purchase Contract Agent and the Company, to any such supplemental agreement may be prepared and executed by the Company and authenticated, executed on behalf of the Holders and delivered by the Purchase Contract Agent in exchange for outstanding Certificates.

ARTICLE 9

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 9.01.Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions.  The Company covenants that it will not merge with or into, consolidate with or convert into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any other Person, unless:

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(a)either the Company shall be the surviving Person, or the successor Person (if other than the Company) shall be an entity organized and existing under the laws of the United States of America or a state thereof or the District of Columbia or Bermuda and such Person shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement (including the Pledge provided for herein) and the Remarketing Agreement (if the Company and Assured Guaranty US Holding Inc. have executed the Remarketing Agreement on or prior to the time of the merger, consolidation, sale, assignment, transfer, lease or conveyance) by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such Person; and

(b)the Company or such successor Person, as the case may be, shall not, immediately after such merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Purchase Contracts, this Agreement or the Remarketing Agreement (if the Company and Assured Guaranty US Holding Inc. have executed the Remarketing Agreement on or prior to the time of the merger, consolidation, sale, assignment, transfer, lease or conveyance) or in material default in the performance of any other covenants under any of the foregoing agreements.

Section 9.02.Rights and Duties of Successor Corporation.  In case of any such merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance and upon any such assumption by a successor Person in accordance with Section 9.01, such successor Person shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company and the Company (except in the case of a lease) shall be relieved of any of their Obligations under this Agreement and under the Units.  Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of Assured Guaranty Ltd. (or any permitted successor thereto) any or all of the Certificates evidencing Units issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Purchase Contract Agent; and, upon the order of such surviving Person, instead of the Company, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Purchase Contract Agent shall authenticate and execute on behalf of the Holders and deliver any Certificates which previously shall have been signed and delivered by the officers of the Company to the Purchase Contract Agent for authentication and execution, and any Certificate evidencing Units which such successor Person thereafter shall cause to be signed and delivered to the Purchase Contract Agent for that purpose.  All the Certificates issued shall in all respects have the same legal rank and benefit under this Agreement as the Certificates theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Certificates had been issued at the date of the execution hereof.

In case of any such merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance such change in phraseology and form (but not in substance) may be made in the Certificates evidencing Units thereafter to be issued as may be appropriate.

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Section 9.03.Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent.  The Purchase Contract Agent, subject to Section 7.01 and Section 7.03, shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance have been met.

ARTICLE 10

COVENANTS

Section 10.01.Performance under Purchase Contracts.  The Company covenants and agrees for the benefit of the Holders from time to time of the Units that it will duly and punctually perform its obligations under the Purchase Contracts in accordance with the terms of the Purchase Contracts and this Agreement.

Section 10.02.Maintenance of Office or Agency.  The Company will maintain in the Borough of Manhattan, City of New York, New York, an office or agency where Certificates may be presented or surrendered for acquisition of Common Shares upon settlement of the Purchase Contracts on the Purchase Contract Settlement Date or upon Early Settlement or Fundamental Change Early Settlement and for transfer of Collateral upon occurrence of a Termination Event, where Certificates may be surrendered for registration of transfer or exchange, for a Collateral Substitution or recreation of Corporate Units and where notices and demands to or upon the Company in respect of the Units and this Agreement may be served.  The Company will give prompt written notice to the Purchase Contract Agent of the location, and any change in the location, of such office or agency.  The Company initially designates the Corporate Trust Office of the Purchase Contract Agent as such office of the Company.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Purchase Contract Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Company hereby appoints the Purchase Contract Agent as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where Certificates may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, City of New York, New York for such purposes.  The Company will give prompt written notice to the Purchase Contract Agent of any such designation or rescission and of any change in the location of any such other office or agency.  The Company hereby designates as the place of payment for the Units the Corporate Trust Office and appoints the Purchase Contract Agent at its Corporate Trust Office as paying agent in such city.

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Section 10.03.Company to Reserve Common Shares.  The Company shall at all times prior to the Purchase Contract Settlement Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Shares the full number of Common Shares issuable against tender of payment in respect of all Purchase Contracts constituting a part of the Units evidenced by Outstanding Certificates.

Section 10.04.Covenants as to Common Shares; Listing.  (a) The Company covenants that all Common Shares which may be issued against tender of payment in respect of any Purchase Contract constituting a part of the Outstanding Units will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable.

The Company further covenants that, if at any time the Common Shares shall be listed on the NYSE or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Shares shall be so listed on such exchange or automated quotation system, all Common Shares issuable upon Settlement of Purchase Contracts; provided, however, that if the rules of such exchange or automated quotation system permit the Company to defer the listing of such Common Shares until the date on which any Purchase Contract is first settled in accordance with the provisions of this Agreement, the Company covenants to list such Common Shares issuable upon settlement of the Purchase Contracts in accordance with the requirements of such exchange or automated quotation system at such time.

Section 10.05.Statements of Officers of the Company as to Default.  The Company will deliver to the Purchase Contract Agent, within 120 days after the end of each fiscal year of the Company (which as of the date hereof is December 31) ending after the date hereof, an Officers’ Certificate, stating whether or not to the knowledge of the signers thereof, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Agreement, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

Section 10.06.ERISA.  Each Holder from time to time of the Units that is a Plan or who used assets of a Plan to purchase Units hereby represents that either (i) no portion of the assets used by such Holder to acquire Units (or by any Beneficial Owner with a Book-Entry Interest in such Units that is a Plan or that used assets of a Plan to acquire such Book-Entry Interest) constitutes assets of the Plan or (ii) the purchase or holding of the Units by such Holder or Beneficial Owner will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable laws.

Section 10.07.Tax Treatment.  The Company covenants and agrees for all tax purposes (i) to treat each Beneficial Owner of a Unit as the owner of the related Notes underlying the Corporate Units, the Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, (ii) to treat the Notes as indebtedness of Assured Guaranty US Holdings Inc. that are subject to the rules applicable to contingent payment debt instruments under Treas. Reg. Sec. 1.1275-4 for

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U.S. federal, state and local income and franchise tax purposes and (iii) to treat the Corporate Units as comprised of the Notes and the Purchase Contracts as separate securities.

ARTICLE 11

PLEDGE

Section 11.01.Pledge.  Each Holder, acting through the Purchase Contract Agent as such Holder’s attorney-in-fact, and the Purchase Contract Agent, acting solely as such attorney-in-fact, hereby pledges and grants to the Collateral Agent, as agent of and for the benefit of the Company, a continuing first priority security interest in and to, and a lien upon and right of set-off against, all of such Person’s right, title and interest in and to the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations.  The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement.

Section 11.02.Termination.  As to each Holder, the Pledge created hereby shall terminate upon the satisfaction of such Holder’s Obligations.  Upon such termination, the Collateral Agent shall instruct the Securities Intermediary to Transfer such portion of the Collateral attributable to such Holder to the Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

ARTICLE 12

ADMINISTRATION OF COLLATERAL

Section 12.01.Initial Deposit of Notes.  (a) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Corporate Units, shall Transfer to the Securities Intermediary, for credit to the Collateral Account, the Applicable Ownership Interests in Notes and the Notes underlying such Applicable Ownership Interests in Notes or security entitlements relating thereto and the Securities Intermediary shall indicate by book-entry that a securities entitlement with respect to such Applicable Ownership Interests in Notes has been credited to the Collateral Account.

(b)The Collateral Agent may, at any time or from time to time, in its sole discretion, cause any or all securities or other property underlying any financial assets credited to the Collateral Account to be registered in the name of the Securities Intermediary, the Collateral Agent or their respective nominees; provided, however, that unless any Event of Default (as defined in the Indenture) shall have occurred and be continuing, the Collateral Agent agrees not to cause any Notes to be so re-registered.

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Section 12.02.Establishment of Collateral Account.  The Securities Intermediary hereby confirms that:

(a)the Securities Intermediary has established the Collateral Account;

(b)the Collateral Account is a securities account;

(c)subject to the terms of this Agreement, the Securities Intermediary shall identify in its records the Collateral Agent as the entitlement holder entitled to exercise the rights that comprise any financial asset credited to the Collateral Account;

(d)all property delivered to the Securities Intermediary pursuant to this Agreement, including any Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio) or Treasury Securities and the Permitted Investments, will be credited promptly to the Collateral Account; and

(e)all securities or other property underlying any financial assets credited to the Collateral Account shall be (i) registered in the name of the Purchase Contract Agent and indorsed to the Securities Intermediary or in blank, (ii) registered in the name of the Securities Intermediary or (iii) credited to another securities account maintained in the name of the Securities Intermediary.

In no case will any financial asset credited to the Collateral Account be registered in the name of the Purchase Contract Agent (in its capacity as such) or any Holder or specially indorsed to the Purchase Contract Agent (in its capacity as such) or any Holder, unless such financial asset has been further indorsed to the Securities Intermediary or in blank.

Section 12.03.Treatment as Financial Assets.  Each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Collateral Account shall be treated as a financial asset.

Section 12.04.Sole Control by Collateral Agent.  Except as provided in Section 15.01, at all times prior to the termination of the Pledge, the Collateral Agent shall have sole control of the Collateral Account, and the Securities Intermediary shall take instructions and directions, and comply with entitlement orders, with respect to the Collateral Account or any financial asset credited thereto solely from the Collateral Agent.  If at any time the Securities Intermediary shall receive an entitlement order issued by the Collateral Agent and relating to the Collateral Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Purchase Contract Agent or any Holder or any other Person.  Except as otherwise permitted under this Agreement, until termination of the Pledge, the Securities Intermediary will not comply with any entitlement orders issued by the Purchase Contract Agent or any Holder.

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Section 12.05.Jurisdiction.  The Collateral Account, and the rights and obligations of the Securities Intermediary, the Collateral Agent, the Purchase Contract Agent and the Holders with respect thereto, shall be governed by the internal laws of the State of New York.  Regardless of any provision in any other agreement, the Securities Intermediary’s jurisdiction is the State of New York.

Section 12.06.No Other Claims.  Except for the claims and interest of the Collateral Agent and of the Purchase Contract Agent and the Holders in the Collateral Account, the Securities Intermediary (without having conducted any investigation) does not know of any claim to, or interest in, the Collateral Account or in any financial asset credited thereto.  If the Securities Intermediary receives written notice at its corporate trust office in New York City or if an officer thereof assigned to such office has actual knowledge that any Person has asserted any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Purchase Contract Agent.

Section 12.07.Investment and Release.  All proceeds of financial assets from time to time credited to the Collateral Account shall be invested and reinvested as provided in this Agreement.  At all times prior to termination of the Pledge, no property shall be released from the Collateral Account except in accordance with this Agreement or upon written instructions of the Collateral Agent.

Section 12.08.Statements and Confirmations.  The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Collateral Account and any financial assets credited thereto simultaneously to each of the Purchase Contract Agent and the Collateral Agent at their addresses for notices under this Agreement.

Section 12.09.Tax Allocations.  The Collateral Agent shall report all items of income, gain, expense and loss recognized in the Collateral Account, to the extent such reporting is required by law, to the Internal Revenue Service authorities in the manner required by law.  Neither the Securities Intermediary nor the Purchase Contract Agent shall have any tax reporting duties hereunder.

Section 12.10.No Other Agreements.  The Securities Intermediary has not entered into, and prior to the termination of the Pledge will not enter into, any agreement with any other Person relating to the Collateral Account or any financial assets credited thereto, including, without limitation, any agreement to comply with entitlement orders of any Person other than the Collateral Agent.

Section 12.11.Powers Coupled with an Interest.  The rights and powers granted in this Purchase Contract and Pledge Agreement to the Collateral Agent have been granted in order to perfect its security interests in the Collateral Account, are powers coupled with an interest and will be affected neither by the bankruptcy of the Purchase Contract Agent or any Holder nor by the lapse of time.  The obligations of the Securities

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Intermediary under this Purchase Contract and Pledge Agreement shall continue in effect until the termination of the Pledge.

Section 12.12.Waiver of Lien; Waiver of Set-off.  The Securities Intermediary waives any security interest, lien or right to make deductions or set-offs that it may now have or hereafter acquire in or with respect to the Collateral Account, any financial asset credited thereto or any security entitlement in respect thereof.  Neither the financial assets credited to the Collateral Account nor the security entitlements in respect thereof will be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Company.

ARTICLE 13

RIGHTS AND REMEDIES OF THE COLLATERAL AGENT

Section 13.01.Rights and Remedies of the Collateral Agent.  (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted.  Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in satisfaction, in whole or in part, of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales.

(b)Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of the Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interest in Notes, (ii) the Pledged Applicable Ownership Interests in the Treasury Portfolio or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such applicable Pledged Applicable Ownership Interest in Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES

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Regulations after default by a debtor, and as otherwise granted herein or under any other law.

(c)Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments of (i) the principal amount of the Notes underlying Pledged Applicable Ownership Interests in Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio), subject, in each case, to the provisions of this Agreement, and as otherwise provided herein.

(d)The Purchase Contract Agent and each Holder of Units agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder.  The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

ARTICLE 14

REPRESENTATIONS AND WARRANTIES TO
COLLATERAL AGENT; HOLDER COVENANTS

Section 14.01.Representations and Warranties.  Each Holder from time to time, acting through the Purchase Contract Agent as attorney-in-fact (it being understood that the Purchase Contract Agent shall not be liable for any representation or warranty made by or on behalf of a Holder), hereby represents and warrants to the Collateral Agent (with respect to such Holder’s interest in the Collateral), which representations and warranties shall be deemed repeated on each day a Holder effects a Transfer of Collateral, that:

(a)such Holder has the power to grant a security interest in and lien on the Collateral;

(b)such Holder is the sole beneficial owner of the Collateral and, in the case of Collateral delivered in physical form, is the sole holder of such Collateral and is the sole beneficial owner of, or has the right to Transfer, the Collateral it Transfers to the Collateral Agent for credit to the Collateral Account, free and clear of any security interest, lien, encumbrance, call, liability to pay money or other restriction other than the security interest and lien granted under Article 11 hereof;

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(c)upon the Transfer of the Collateral to the Securities Intermediary for credit to the Collateral Account, the Collateral Agent, for the benefit of the Company, will have a valid and perfected first priority security interest therein (assuming that any central clearing operation or any securities intermediary or other entity not within the control of the Holder involved in the Transfer of the Collateral, including the Collateral Agent and the Securities Intermediary, gives the notices and takes the action required of it hereunder and under applicable law for perfection of that interest and assuming the establishment and exercise of control pursuant to Article 12 hereof); and

(d)the execution and performance by the Holder of its obligations under this Agreement will not result in the creation of any security interest, lien or other encumbrance on the Collateral (other than the security interest and lien granted under Article 11 hereof) or violate any provision of any existing law or regulation applicable to it or of any mortgage, charge, pledge, indenture, contract or undertaking to which it is a party or which is binding on it or any of its assets.

Section 14.02.Covenants.  The Purchase Contract Agent and the Holders from time to time, acting through the Purchase Contract Agent as their attorney-in-fact (it being understood that the Purchase Contract Agent shall not be liable for any covenant made by or on behalf of a Holder), hereby covenant to the Collateral Agent and the Company that for so long as the Collateral remains subject to the Pledge:

(a)neither the Purchase Contract Agent nor such Holders will create or purport to create or allow to subsist any mortgage, charge, lien, pledge or any other security interest whatsoever over the Collateral or any part of it other than pursuant to this Agreement; and

(b)neither the Purchase Contract Agent nor such Holders will sell or otherwise dispose (or attempt to dispose) of the Collateral or any part of it except for the beneficial interest therein, subject to the Pledge hereunder, transferred in connection with a Transfer of the Units.

ARTICLE 15

THE COLLATERAL AGENT, THE CUSTODIAL AGENT
AND THE SECURITIES INTERMEDIARY

Section 15.01.Appointment, Powers and Immunities.  The Collateral Agent, the Custodial Agent and the Securities Intermediary shall act as agent for the Company hereunder with such powers as are specifically vested in the Collateral Agent, the Custodial Agent and the Securities Intermediary, as the case may be, by the terms of this Agreement.  The Collateral Agent, the Custodial Agent and Securities Intermediary shall:

(a)have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall be inferred from this Agreement against the Collateral Agent, the Custodial Agent or the Securities Intermediary, nor shall the Collateral Agent, the Custodial Agent or the Securities

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Intermediary be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof;

(b)not be responsible for any recitals contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by it under, this Agreement or the Units, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be), the Units, any Collateral or any other document referred to or provided for herein or therein or for any failure by the Company or any other Person (except the Collateral Agent, the Custodial Agent or Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunder or, except as expressly required hereby, for the perfection, priority or maintenance of any security interest created hereunder;

(c)not be required to initiate or conduct any litigation or collection proceedings hereunder (except pursuant to directions furnished under Section 15.02 hereof, subject to Section 15.08 hereof);

(d)not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith or therewith, except for its own gross negligence or willful misconduct; and

(e)not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

Subject to the foregoing, during the term of this Agreement, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder as determined by industry standards.

No provision of this Agreement shall require the Collateral Agent, the Custodial Agent or the Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.  In no event shall the Collateral Agent, the Custodial Agent or the Securities Intermediary be liable for any amount in excess of the Value of the Collateral.

Section 15.02.Instructions of the Company.  The Company shall have the right, by one or more written instruments executed and delivered to the Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement or involve the Collateral Agent in personal liability and (ii) the Collateral Agent shall be indemnified to its satisfaction as provided herein.  Nothing contained in this Section 15.02 shall impair the right of the

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Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction.  None of the Collateral Agent, the Custodial Agent or the Securities Intermediary has any obligation or responsibility to file UCC financing statements.

Section 15.03.Reliance by Collateral Agent, Custodial Agent and Securities Intermediary.  Each of the Securities Intermediary, the Custodial Agent and the Collateral Agent shall be entitled to rely conclusively upon any certification, order, judgment, opinion, notice or other written communication (including, without limitation, any thereof by electronic mail or similar electronic means, telecopy or facsimile) believed by it in good faith to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons (without being required to determine the correctness of any fact stated therein) and consult with and conclusively rely upon advice, opinions and statements of legal counsel and other experts selected by the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be.  As to any matters not expressly provided for by this Agreement, the Collateral Agent, the Custodial Agent and the Securities Intermediary shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions given by the Company in accordance with this Agreement.

Section 15.04.Certain Rights.  (a) Whenever in the administration of the provisions of this Agreement the Collateral Agent, the Custodial Agent or the Securities Intermediary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary and such certificate, in the absence of gross negligence or bad faith on the part of the Collateral Agent, the Custodial Agent or the Securities Intermediary, shall be full warrant to the Collateral Agent, the Custodial Agent or the Securities Intermediary for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof.

(b)The Collateral Agent, the Custodial Agent or the Securities Intermediary shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

Section 15.05.Merger, Conversion, Consolidation or Succession to Business.  Any Person or national association into which the Collateral Agent, the Custodial Agent or the Securities Intermediary may be merged or converted or with which it may be consolidated, or any Person or national association resulting from any merger, conversion or consolidation to which the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be a party, or any Person or national association succeeding to all or substantially all of the corporate trust business of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be the successor of the Collateral Agent, the

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Custodial Agent or the Securities Intermediary hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Section 15.06.Rights in Other Capacities.  The Collateral Agent, the Custodial Agent and the Securities Intermediary and their affiliates may (without having to account therefor to the Company) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Purchase Contract Agent, any other Person interested herein and any Holder of Units (and any of their respective subsidiaries or affiliates) as if it were not acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, and the Collateral Agent, the Custodial Agent, the Securities Intermediary and their affiliates may accept fees and other consideration from the Purchase Contract Agent and any Holder of Units without having to account for the same to the Company; provided that each of the Collateral Agent, the Custodial Agent and the Securities Intermediary covenants and agrees with the Company that it shall not accept, receive or permit there to be created in favor of itself and shall take no affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any kind in or upon the Collateral other than the lien created by the Pledge.

Section 15.07.Non-reliance on Collateral Agent, the Custodial Agent and Securities Intermediary.  None of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be required to keep itself informed as to the performance or observance by the Purchase Contract Agent or any Holder of Units of this Agreement, the Units or any other document referred to or provided for herein or therein or to inspect the properties or books of the Purchase Contract Agent or any Holder of Units.  None of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have any duty or responsibility to provide the Company with any credit or other information concerning the affairs, financial condition or business of the Purchase Contract Agent or any Holder of Units (or any of their respective affiliates) that may come into the possession of the Collateral Agent, the Custodial Agent or the Securities Intermediary or any of their respective affiliates.

Section 15.08.Compensation and Indemnity.  The Company agrees to:

(a)pay the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time such compensation as shall be agreed in writing between the Company and the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, for all services rendered by them hereunder;

(b)indemnify and hold harmless the Collateral Agent, the Custodial Agent, the Securities Intermediary and each of their respective directors, officers, agents and employees (for purposes of this Section 15.08, the “Pledge Indemnitees”), from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable fees and expenses of counsel) (collectively, “Losses” and individually, a “Loss”) that may be imposed on, incurred by, or asserted against, the

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Pledge Indemnitees or any of them for following any instructions or other directions upon which any of the Collateral Agent, the Custodial Agent or the Securities Intermediary is entitled to rely pursuant to the terms of this Agreement; provided that the Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with negligence or engaged in willful misconduct or bad faith with respect to the specific Loss against which indemnification is sought; and

(c)in addition to and not in limitation of clause (b) of this Section 15.08, indemnify and hold the Pledge Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against, the Pledge Indemnitees or any of them in connection with or arising out of the Collateral Agent’s, the Custodial Agent’s or the Securities Intermediary’s acceptance or performance of its powers and duties under this Agreement, provided the Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with negligence or engaged in willful misconduct or bad faith with respect to the specific Loss against which indemnification is sought, including the Pledge Indemnitee’s reasonable costs and expenses of defending themselves against any claim (whether asserted by the Company, a Holder or any other Person) or liability in connection with the exercise or performance of any of the Collateral Agent’s, the Custodial Agent’s or Securities Intermediary’s powers or duties hereunder or thereunder or of enforcing the provisions of this Section and Section 15.14.

Without prejudice to its rights hereunder or under applicable law, when any of the Collateral Agent, Custodial Agent or Securities Intermediary incurs expenses after a Termination Event occurs, or renders services after a Termination Event occurs, such expenses and compensation are intended to constitute expenses of administration under the Bankruptcy Code or any applicable state bankruptcy, insolvency or other similar law

The provisions of this Section and Section 15.14 shall survive the resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary and the termination of this Agreement.

Section 15.09.Failure to Act.  In the event that, in the good faith belief of the Collateral Agent, the Custodial Agent or the Securities Intermediary, an ambiguity in the provisions of this Agreement arises or any actual dispute between or conflicting claims by or among the parties hereto or any other Person with respect to any funds or property deposited hereunder has been asserted in writing, then at its sole option, each of the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be entitled, after prompt notice to the Company and the Purchase Contract Agent, to refuse to comply with any and all claims, demands or instructions with respect to such property or funds so long as such dispute or conflict shall continue, and the Collateral Agent, the Custodial Agent and the Securities Intermediary, as the case may be, shall not be or become liable in any way to any of the parties hereto for its failure or refusal to comply with such conflicting claims, demands or instructions.  The Collateral Agent, the Custodial Agent and the Securities Intermediary shall be entitled to refuse to act until either:

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(a)such conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Collateral Agent, the Custodial Agent or the Securities Intermediary; or

(b)the Collateral Agent, the Custodial Agent or the Securities Intermediary shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all loss, liability or reasonable out-of-pocket expense which it may incur by reason of its acting.

The Collateral Agent, the Custodial Agent and the Securities Intermediary may in addition elect to commence an interpleader action or seek other judicial relief or orders as the Collateral Agent, the Custodial Agent or the Securities Intermediary may deem necessary.  Notwithstanding anything contained herein to the contrary, none of the Collateral Agent, the Custodial Agent or the Securities Intermediary shall be required to take any action that is in its opinion contrary to law or to the terms of this Agreement, or which would in its opinion subject it or any of its officers, employees or directors to personal liability.

Section 15.10.Resignation and Removal of Collateral Agent, the Custodial Agent and the Securities Intermediary.  (a) Subject to the appointment and acceptance of a successor Collateral Agent, Custodial Agent or Securities Intermediary as provided below:

(i)the Collateral Agent, the Custodial Agent or the Securities Intermediary may resign at any time by giving notice thereof to the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Units;

(ii)the Collateral Agent, the Custodial Agent or the Securities Intermediary may be removed at any time by the Company; and

(iii)if the Collateral Agent, the Custodial Agent or the Securities Intermediary fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Purchase Contract Agent and such failure shall be continuing, the Collateral Agent, the Custodial Agent and the Securities Intermediary may be removed by the Purchase Contract Agent, acting at the direction of Holders of a majority of the Units.

The Purchase Contract Agent shall promptly notify the Company upon the transmission of notice as contemplated by clause (iii) of this Section 15.10(a) and any removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant to clause (iii) of this Section 15.10(a).  Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, which shall not be an Affiliate of the Purchase Contract Agent.  If no successor Collateral Agent, Custodial Agent or Securities Intermediary shall have been so appointed and shall have accepted such

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appointment within 45 days after the retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s giving of notice of resignation or the Company’s or the Purchase Contract Agent’s giving notice of such removal, then the retiring or removed Collateral Agent, Custodial Agent or Securities Intermediary may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary.  The Collateral Agent, the Custodial Agent and the Securities Intermediary shall each be a bank or a national banking association which has an office (or an agency office) in the City of New York, New York, with a combined capital and surplus of at least $50,000,000.  Upon the acceptance of any appointment as Collateral Agent, Custodial Agent or Securities Intermediary hereunder by a successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, such successor Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, and the retiring Collateral Agent, Custodial Agent or Securities Intermediary, as the case may be, shall take all appropriate action, subject to payment of any amounts then due and payable to it hereunder, to transfer any money and property held by it hereunder (including the Collateral) to such successor.  The retiring Collateral Agent, Custodial Agent or Securities Intermediary shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Custodial Agent or Securities Intermediary hereunder.  After any retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s resignation hereunder as Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of this Article 15 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary.  Any resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary hereunder, at a time when such Person is also acting as the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Collateral Agent, the Securities Intermediary or the Custodial Agent, as the case may be.

(b)Because The Bank of New York Mellon is serving as the Collateral Agent hereunder and also as the Purchase Contract Agent hereunder, if an Event of Default (as defined in the Indenture) with respect to the Notes or a collateral event of default occurs and is continuing thereunder or hereunder The Bank of New York Mellon will resign as the Collateral Agent, Custodial Agent and the Securities Intermediary, effective upon the appointment of one or more successors in accordance with this Article 15, but continue to act as the Purchase Contract Agent.  A successor Collateral Agent, Custodial Agent and Securities Intermediary will be appointed in accordance with the terms of this Article 15.

Section 15.11.Right to Appoint Agent or Advisor.  The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith.  The

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appointment of agents pursuant to this Section 15.11 shall be subject to prior written consent of the Company, which consent shall not be unreasonably withheld.

Section 15.12.Survival.  The provisions of this Article 15 shall survive termination of this Agreement and the resignation or removal of the Collateral Agent, the Custodial Agent or the Securities Intermediary.

Section 15.13.Exculpation.  Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Collateral Agent, the Custodial Agent or the Securities Intermediary or their officers, directors, employees or agents be liable under this Agreement for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Collateral Agent, the Custodial Agent or the Securities Intermediary, or any of them and regardless of the form of action.

Section 15.14.Expenses, Etc.  The Company agrees to reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for:

(a)all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (excluding taxes on or measured by income) and (ii) any modification, supplement or waiver of any of the terms of this Agreement;

(b)all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Section 15.14;

(c)all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby;

(d)all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 15.11 of this Agreement; and

(e)any other out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

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Section 15.15.Force Majeure.  In no event shall any of the Collateral Agent, Custodial Agent and Securities Intermediary be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused directly or indirectly, by circumstances beyond its control, including, without limitation, acts of God; earthquake; fires; floods; wars; civil or military disturbances; terrorist acts; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities; or acts of civil or military authority or governmental actions; it being understood that the Collateral Agent, Custodial Agent and Securities Intermediary shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under such circumstances.

ARTICLE 16

MISCELLANEOUS

Section 16.01.Security Interest Absolute.  All rights of the Collateral Agent and security interests hereunder, and all obligations of the Holders from time to time hereunder pursuant to the Pledge, shall be absolute and unconditional irrespective of:

(a)any lack of validity or enforceability of any provision of the Purchase Contracts or the Units or any other agreement or instrument relating thereto;

(b)any change in the time, manner or place of payment of, or any other term of, or any increase in the amount of, all or any of the obligations of Holders of the Units under the related Purchase Contracts, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Purchase Contract Agreement or any Purchase Contract or any other agreement or instrument relating thereto; or

(c)any other circumstance which might otherwise constitute a defense available to, or discharge of, a borrower, a guarantor or a pledgor.

Section 16.02.Notice of Special Event, Special Event Redemption and Termination Event.  Upon the occurrence of a Special Event, a Special Event Redemption or a Termination Event, the Company shall deliver written notice to the Purchase Contract Agent, the Collateral Agent and the Securities Intermediary.  Upon the written request of the Collateral Agent or the Securities Intermediary, the Company shall inform such party whether or not a Special Event, a Special Event Redemption or a Termination Event has occurred.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

ASSURED GUARANTY LTD.		THE BANK OF NEW YORK MELLON,
		as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units
By:		By:
	Name:		Name:
	Title:		Title:
Address for Notices:		Address for Notices:
Assured Guaranty Ltd.		The Bank of New York Mellon
30 Woodbourne Avenue		101 Barclay Street, Floor 8W
Hamilton, HM 08 Bermuda		New York, New York 10286
Attention: General Counsel		Attention: Corporate Trust Administration
THE BANK OF NEW YORK MELLON,
as Collateral Agent, Custodial Agent and Securities Intermediary
By:
	Name:
	Title:
Address for Notices:
The Bank of New York Mellon 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration

EXHIBIT A

(FORM OF FACE OF CORPORATE UNITS CERTIFICATE)

[For inclusion in Global Certificates only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITORY”), THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY.  THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No.	CUSIP No. G0585R 122
Number of Corporate Units:	ISIN No. BMG0585R1227

ASSURED GUARANTY LTD.

Corporate Units

This Corporate Units Certificate certifies that                      is the registered Holder of the number of Corporate Units set forth above [For inclusion in Global Certificates only — or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto, which number shall not exceed 3,000,000 (or 3,450,000 if the Underwriters exercise their overallotment option to purchase additional Units in full as set forth in the Underwriting Agreement)].  Each Corporate Unit consists of (i) beneficial ownership by the Holder of either (A) prior to the occurrence of a Special Event Redemption (1) an Applicable Ownership Interest in Notes, or (2) on and after a Successful Early Remarketing, (x) an Applicable Ownership Interest in the Remarketing Treasury Portfolio, subject to the Pledge of such Applicable

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Ownership Interest in the Remarketing Treasury Portfolio by the Holder pursuant to the Purchase Contract and Pledge Agreement (except that only the Pledged Applicable Ownership Interest in the Treasury Portfolio shall be subject to the Pledge), and (y) if the Reset Effective Date occurs on a date that is not also an Interest Payment Date, prior to the Interest Payment Date next following the Reset Effective Date (assuming a Remarketing of the Notes had not occurred), the right to receive the interest accrued on the 1/20, or 5.00%, undivided beneficial ownership interest in $1,000 principal amount of Notes from and including the Interest Payment Date immediately preceding the Reset Effective Date to, but excluding, the Reset Effective Date (assuming the interest rate had not been reset), or (B) on or after the occurrence of a Special Event Redemption but prior to the Purchase Contract Settlement Date, an Applicable Ownership Interest in the Special Event Treasury Portfolio, subject to the Pledge of such Applicable Ownership Interest in the Special Event Treasury Portfolio by the Holder pursuant to the Purchase Contract and Pledge Agreement (except that the Applicable Ownership Interest in the Special Event Treasury Portfolio specified in clause (ii) of each paragraph of the definition thereof shall not be subject to the Pledge), and (ii) the rights and obligations of the Company and the Holder under one Purchase Contract.  All capitalized terms used herein that are defined in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof) have the meaning set forth therein.

Pursuant to the Purchase Contract and Pledge Agreement, the Pledged Applicable Ownership Interests in Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, constituting part of each Corporate Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Corporate Unit.

All payments of the principal amount with respect to the Notes underlying the Pledged Applicable Ownership Interests in Notes or all payments with respect to the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio), as the case may be, or payments of interest on the Pledged Applicable Ownership Interests in Notes or distributions with respect to the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) and (in the case of Applicable Ownership Interests in the Remarketing Treasury Portfolio) clause (iii) of each paragraph of the definitions of each of Applicable Ownership Interests in the Remarketing Treasury Portfolio and Applicable Ownership Interests in the Special Event Treasury Portfolio, as the case may be), as the case may be, constituting part of the Corporate Units shall be paid on the dates and in the manner set forth in the Purchase Contract and Pledge Agreement.  Interest on the Notes underlying the Applicable Ownership Interests in Notes and distributions on the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) and (in the case of Applicable Ownership Interests in the Remarketing Treasury Portfolio) clause (iii) of each paragraph of the definitions of each of Applicable Ownership Interests in the Remarketing Treasury Portfolio and Applicable Ownership Interests in the Special Event Treasury Portfolio, as the case may be), as the case may be, forming part of the Corporate Units evidenced

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hereby, which are payable on each Payment Date, shall, subject to receipt thereof by the Purchase Contract Agent, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date.

Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a Purchase Price equal to the Stated Amount, a number of newly issued Common Shares of the Company, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Fundamental Change Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement.  The Purchase Price for the Common Shares purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid, subject to Section 5.02(f) of the Purchase Contract and Pledge Agreement, on the Purchase Contract Settlement Date by application of payment received in the Remarketing of the Notes underlying Pledged Applicable Ownership Interests in Notes or the proceeds of the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, pledged to secure the obligations under such Purchase Contract of the Holder of the Corporate Units of which such Purchase Contract is a part.

Each Purchase Contract evidenced hereby obligates the Beneficial Owner to agree, for all tax purposes (i) to treat itself as the owner of the related Notes underlying the Corporate Units, the Applicable Ownership Interests in the Treasury Portfolio or the Treasury Securities, as the case may be, (ii) to treat the Notes as indebtedness of Assured Guaranty US Holdings Inc. that are subject to the rules applicable to contingent payment debt instruments under Treas. Reg. Sec. 1.1275-4 for U.S. federal, state and local income and franchise tax purposes and (iii) to treat the Corporate Units as comprised of the Notes and the Purchase Contracts as separate securities.

Distributions on the Applicable Ownership Interests in Notes and distributions on the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (ii) and (in the case of Applicable Ownership Interests in the Remarketing Treasury Portfolio) clause (iii) of each paragraph of the definitions of each of Applicable Ownership Interests in the Remarketing Treasury Portfolio and Applicable Ownership Interests in the Special Event Treasury Portfolio, as the case may be), will be payable at the office of the Purchase Contract Agent in the City of New York.

Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Purchase Contract and Pledge Agreement or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company and the Holder specified above have caused this instrument to be duly executed.

ASSURED GUARANTY LTD.
By:
	Name:
	Title:
HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts)
By:	THE BANK OF NEW YORK MELLON, not individually but solely as attorney-in-fact of such Holder
By:
	Authorized Signatory

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CERTIFICATE OF AUTHENTICATION

OF PURCHASE CONTRACT AGENT

This is one of the Corporate Units Certificates referred to in the within mentioned Purchase Contract and Pledge Agreement.

	THE BANK OF NEW YORK MELLON,
	as Purchase Contract Agent
	By:
		Authorized Signatory
Dated:

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(FORM OF REVERSE OF CORPORATE UNITS CERTIFICATE)

Each Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (as may be supplemented from time to time, the “Purchase Contract and Pledge Agreement”), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time, to which Purchase Contract and Pledge Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Corporate Units Certificates are, and are to be, executed and delivered.

Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount, a number of Common Shares equal to the Settlement Rate, unless an Early Settlement, a Fundamental Change Early Settlement or a Termination Event with respect to the Units of which such Purchase Contract is a part shall have occurred.  The Settlement Rate is subject to adjustment as described in the Purchase Contract and Pledge Agreement.

No fractional Common Shares will be issued upon settlement of Purchase Contracts, as provided in Section 5.08 of the Purchase Contract and Pledge Agreement.

Each Purchase Contract evidenced hereby that is settled through Early Settlement or Fundamental Change Early Settlement shall obligate the Holder of the related Corporate Units to purchase at the Purchase Price, and the Company to sell, a number of newly issued Common Shares equal to the Minimum Settlement Rate (in the case of an Early Settlement) or applicable Settlement Rate (in the case of a Fundamental Change Early Settlement).

In accordance with the terms of the Purchase Contract and Pledge Agreement, unless a Termination Event shall have occurred, the Holder of this Corporate Units Certificate shall pay the Purchase Price for the Common Shares purchased pursuant to each Purchase Contract evidenced hereby by effecting a Cash Settlement, an Early Settlement or, if applicable, a Fundamental Change Early Settlement or from the proceeds of the Pledged Applicable Ownership Interest in the Treasury Portfolio or a Remarketing of the Notes underlying Pledged Applicable Ownership Interests in Notes.  Unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Notes underlying the Applicable Ownership Interests in Notes as a component of the Corporate Units, a Holder of Corporate Units who (1) does not, on or prior to the close of business on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, notify the Purchase Contract Agent of its intention to effect a Cash Settlement, or who does so notify the Purchase Contract Agent but fails to make an effective Cash Settlement prior to 11:00 a.m., New York City time, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date, or (2) on or prior to the close of business on the seventh Business Day prior to the Purchase Contract

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Settlement Date, does not make an effective Early Settlement, shall, subject to Section 5.02(f) of the Purchase Contract and Pledge Agreement, pay the Purchase Price for the Common Shares to be delivered under the related Purchase Contract from the proceeds of the sale of the Notes underlying Pledged Applicable Ownership Interests in Notes held by the Collateral Agent in the Remarketing unless the Holder has previously made a Fundamental Change Early Settlement.  If the Treasury Portfolio has replaced the Notes as a component of Corporate Units, a Holder of Corporate Units shall, subject to Section 5.02(f) of the Purchase Contract and Pledge Agreement, pay the Purchase Price for the Common Shares to be delivered under the related Purchase Contract from the proceeds at maturity of the Applicable Ownership Interests in the Treasury Portfolio.

As provided in the Purchase Contract and Pledge Agreement, upon the occurrence of a Failed Final Remarketing, as of the Purchase Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Notes, unless such Holder has elected Cash Settlement and delivered Cash in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement, shall be deemed to have exercised such Holder’s Put Right with respect to the Notes underlying such Pledged Applicable Ownership Interests in Notes and to have elected to have the Proceeds of the Put Right set-off against such Holder’s obligation to pay the aggregate Purchase Price for Common Shares to be issued under the related Purchase Contracts in full satisfaction of such Holder’s obligations under such Purchase Contracts.

The Company shall not be obligated to issue any Common Shares in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the Common Shares to be purchased thereunder in the manner set forth in the Purchase Contract and Pledge Agreement.

The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred.  Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register.  Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Notes underlying Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio forming a part of each Corporate Unit from the Pledge.  A Corporate Unit shall thereafter represent the right to receive the Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio forming a part of such Corporate Units in accordance with the terms of the Purchase Contract and Pledge Agreement.

Under the terms of the Purchase Contract and Pledge Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Notes, but only to the extent instructed in writing by the Holders.  Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of

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consents, waivers or proxies of holders of Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail, first class, postage pre-paid, to the Corporate Units Holders the notice required by the Purchase Contract and Pledge Agreement.

Upon the occurrence of a Special Event Redemption, the Collateral Agent shall surrender the Notes underlying Pledged Applicable Ownership Interests in Notes against delivery of an amount equal to the aggregate Redemption Price of such Notes and shall deposit the funds in the Collateral Account in exchange for such Notes.  Thereafter, the Collateral Agent shall cause the Securities Intermediary to apply an amount equal to the aggregate Redemption Amount of such funds to purchase, on behalf of the Holders of Corporate Units, the Special Event Treasury Portfolio.

Upon the occurrence of a Successful Remarketing of the Notes underlying Pledged Applicable Ownership Interests in Notes during the Period for Early Remarketing, pursuant to the terms of the Remarketing Agreement, the Remarketing Agent will apply an amount equal to the Remarketing Treasury Portfolio Purchase Price to purchase on behalf of the Holders of Corporate Units, the Remarketing Treasury Portfolio.

Following the occurrence of (i) a Special Event Redemption prior to the Purchase Contract Settlement Date, or (ii) a Successful Early Remarketing of the Notes, the Holders of Corporate Units and the Collateral Agent shall have such security interest rights with respect to the Applicable Ownership Interests in the Treasury Portfolio as the Collateral Agent had in respect of the Applicable Ownership Interests in Notes and the underlying Notes as provided in the Purchase Contract and Pledge Agreement and any reference herein to the Notes or Applicable Ownership Interests in Notes shall be deemed to be a reference to such Treasury Portfolio or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be.

The Corporate Units Certificates are issuable only in registered form and only in denominations of a single Corporate Unit and any integral multiple thereof.  The transfer of any Corporate Units Certificate will be registered and Corporate Units Certificates may be exchanged as provided in the Purchase Contract and Pledge Agreement.  A Holder who elects to substitute a Treasury Security for a Note underlying the Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be, thereby creating Treasury Units, shall be responsible for any fees or expenses payable in connection therewith.  Except as provided in the Purchase Contract and Pledge Agreement, such Corporate Units shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Corporate Units in respect of the Applicable Ownership Interests in Notes or Applicable Ownership Interests in the Treasury Portfolio, as the case may be and Purchase Contract constituting such Corporate Units may be transferred and exchanged only as a Corporate Unit.

Subject to, and in compliance with, the terms and conditions set forth in the Purchase Contract and Pledge Agreement, a Holder of Corporate Units may effect a Collateral Substitution.  From and after such Collateral Substitution, each Unit for which Pledged Treasury Securities secure the Holder’s obligations under the Purchase Contract

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shall be referred to as a “Treasury Unit.”  A Holder may make such Collateral Substitution only in integral multiples of 20 Corporate Units.

If Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, a Holder may substitute Treasury Securities for the Applicable Ownership Interests in the Treasury Portfolio, but only in integral multiples of 16,000 Corporate Units or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing of the Notes if the Reset Effective Date is not an Interest Payment Date.

Subject to and upon compliance with the provisions of the Purchase Contract and Pledge Agreement at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement as provided in the Purchase Contract and Pledge Agreement.

Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Notes underlying Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Units shall be released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of Common Shares on account of each Purchase Contract forming part of a Corporate Unit as to which Early Settlement is effected equal to the Minimum Settlement Rate.

Upon the occurrence of a Fundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Purchase Contract underlying such Corporate Units pursuant to the terms of Section 5.04(b)(ii) of the Purchase Contract and Pledge Agreement.  Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the related Corporate Units, the Notes underlying Pledged Applicable Ownership Interests in Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying such Corporate Units shall be released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of Common Shares on account of each Purchase Contract forming part of a Corporate Unit as to which Fundamental Change Early Settlement is effected equal to the applicable Settlement Rate.

Upon registration of transfer of this Corporate Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Corporate Units Certificate.  The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The Holder of this Corporate Units Certificate, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase

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Contracts forming part of the Corporate Units evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract and Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract and Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, underlying this Corporate Units Certificate pursuant to the Purchase Contract and Pledge Agreement.  The Holder further covenants and agrees that, to the extent and in the manner provided in the Purchase Contract and Pledge Agreement, but subject to the terms thereof, any payments with respect to the aggregate principal amount of the Notes underlying Pledged Applicable Ownership Interests in Notes (other than interest payments thereon) or the Proceeds of the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of each paragraph of the definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio), as the case may be, on the Purchase Contract Settlement Date shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under the related Purchase Contracts and such Holder shall acquire no right, title or interest in such payments.

Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts.

The Purchase Contracts shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law provisions thereof to the extent that the application of a law of a different jurisdiction would govern as a result.

Prior to due presentment of this Certificate for registration of transfer, the Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Corporate Units Certificate is registered as the owner of the Corporate Units evidenced hereby for the purpose of receiving payments of interest payable on the Notes underlying the Applicable Ownership Interests in Notes, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary.

The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of Common Shares.

A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian
	(cust)                         (minor)
	Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Corporate Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                       , to transfer said Corporate Units Certificates on the books of Assured Guaranty Ltd., with full power of substitution in the premises.

Dated:	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Corporate Units Certificates in every particular, without alteration or enlargement or any change whatsoever.
Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with Securities Exchange Act of 1934, as amended.

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SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for Common Shares deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below.  If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:	Signature:
	Signature Guarantee:
	(if assigned to another person)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with Securities Exchange Act of 1934, as amended.

If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature:	REGISTERED HOLDERPlease print name and address of Registered Holder:
Name	Name
Address	Address
Social Security or other Taxpayer Identification Number, if any	DTC Participant #:

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ELECTION TO SETTLE EARLY/EARLY SETTLEMENT
UPON A FUNDAMENTAL CHANGE

The undersigned Holder of this Corporate Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Corporate Units evidenced by this Corporate Units Certificate specified below.  The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Corporate Units in multiples of 20 Corporate Units or an integral multiple thereof; provided that if Applicable Ownership Interest in the Treasury Portfolio have replaced Applicable Ownership Interests in the Notes as a component of Corporate Units, Corporate Unit Holders may only effect [Early Settlement] [Fundamental Change Early Settlement] in multiples of 16,000 Corporate Units.  The undersigned Holder directs that a certificate for Common Shares or other securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Corporate Units Certificate representing any Corporate Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below.  Notes underlying Pledged Applicable Ownership Interests in Notes or the appropriate Applicable Ownership Interests in the Treasury Portfolio, as the case may be, deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below.  If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:	Signature:
	Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with Securities Exchange Act of 1934, as amended.

DTC Participant #:

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Number of Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected:

If Common Shares or Corporate Units Certificates are to be registered in the name of and delivered to and Notes underlying Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address:	REGISTERED HOLDERPlease print name and address of Registered Holder:
Name	Name
Address	Address
Social Security or other Taxpayer Identification Number, if any	DTC Participant #:

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Transfer Instructions for Notes underlying Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, transferable upon [Early Settlement] [Fundamental Change Early Settlement]:

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[TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The initial number of Corporate Units evidenced by this Global Certificate is                .  The following increases or decreases in this Global Certificate have been made:

Date Amount of increase
in number of
Corporate Units
evidenced by the
Global Certificate Amount of decrease
in number of
Corporate Units
evidenced by the
Global Certificate Number of
Corporate Units
evidenced by this
Global Certificate
following such
decrease or increase Signature of
authorized signatory
of Purchase Contract
Agent

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EXHIBIT B

(FORM OF FACE OF TREASURY UNITS CERTIFICATE)

[For inclusion in Global Certificate only - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE PURCHASE CONTRACT AND PLEDGE AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITORY”), THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY.  THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE PURCHASE CONTRACT AND PLEDGE AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No.	CUSIP No. G0585R 114
Number of Treasury Units:	ISIN No. BMG0585R1144

ASSURED GUARANTY LTD.

Treasury Units

This Treasury Units Certificate certifies that                      is the registered Holder of the number of Treasury Units set forth above [For inclusion in Global Certificates only - or such other number of Treasury Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto, which number shall not exceed 3,000,000 (or 3,450,000 if the Underwriters exercise their overallotment option to purchase additional Units in full as set forth in the Underwriting Agreement)].  Each Treasury Unit consists of (i) a 1/20, or 5.00%, undivided beneficial ownership interest in a Treasury Security having a principal amount at maturity equal to $1,000, subject to the Pledge of such Treasury Security by such Holder pursuant to the Purchase Contract and Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract.  Capitalized terms used herein but not defined shall have the meaning set forth in the Purchase Contract and Pledge Agreement (as defined on the reverse hereof).

B-1

Pursuant to the Purchase Contract and Pledge Agreement, the Treasury Securities constituting part of each Treasury Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising part of such Treasury Unit.

Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date, at a Purchase Price equal to the Stated Amount, a number of newly issued Common Shares of the Company, equal to the Settlement Rate, unless prior to or on the Purchase Contract Settlement Date there shall have occurred a Termination Event, an Early Settlement or a Fundamental Change Early Settlement with respect to such Purchase Contract, all as provided in the Purchase Contract and Pledge Agreement.  The Purchase Price for the Common Shares purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid, subject to Section 5.02(f) of the Purchase Contract and Pledge Agreement, on the Purchase Contract Settlement Date by application of the proceeds from the Treasury Securities at maturity pledged to secure the obligations under such Purchase Contract of the Holder of the Treasury Units of which such Purchase Contract is a part.

Each Purchase Contract evidenced hereby obligates the Beneficial Owner to agree, for all tax purposes (i) to treat itself as the owner of the related Treasury Securities (ii) to treat the Treasury Units as comprised of the Treasury Securities and the Purchase Contracts as separate securities.

Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Treasury Units Certificate shall not be entitled to any benefit under the Purchase Contract and Pledge Agreement or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company and the Holder specified above have caused this instrument to be duly executed.

ASSURED GUARANTY LTD.
By:
	Name:
	Title:
HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts)
By:	THE BANK OF NEW YORK MELLON, not individually but solely as attorney-in-fact of such Holder
	By:
		Authorized Signatory

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CERTIFICATE OF AUTHENTICATION OF

PURCHASE CONTRACT AGENT

This is one of the Treasury Units Certificates referred to in the within-mentioned Purchase Contract and Pledge Agreement.

	THE BANK OF NEW YORK MELLON,
	as Purchase Contract Agent
	By:
		Authorized Signatory
Dated:

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(REVERSE OF TREASURY UNITS CERTIFICATE)

Each Purchase Contract evidenced hereby is governed by a Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (as may be supplemented from time to time, the “Purchase Contract and Pledge Agreement”), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time, to which Purchase Contract and Pledge Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Purchase Contract Agent, the Company, and the Holders and of the terms upon which the Treasury Units Certificates are, and are to be, executed and delivered.

Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount, a number of newly issued Common Shares equal to the Settlement Rate, unless an Early Settlement, a Fundamental Change Early Settlement or a Termination Event with respect to the Unit of which such Purchase Contract is a part shall have occurred.  The Settlement Rate is subject to adjustment as described in the Purchase Contract and Pledge Agreement.

No fractional Common Shares will be issued upon settlement of Purchase Contracts, as provided in Section 5.08 of the Purchase Contract and Pledge Agreement.

Each Purchase Contract evidenced hereby that is settled through Early Settlement or Fundamental Change Early Settlement shall obligate the Holder of the related Treasury Units to purchase at the Purchase Price, and the Company to sell, a number of newly issued Common Shares equal to the Minimum Settlement Rate (in the case of an Early Settlement) or applicable Settlement Rate (in the case of a Fundamental Change Early Settlement).

In accordance with the terms of the Purchase Contract and Pledge Agreement, the Holder of this Treasury Unit shall pay the Purchase Price for the Common Shares to be purchased pursuant to each Purchase Contract evidenced hereby either by effecting an Early Settlement or, if applicable, a Fundamental Change Early Settlement of each such Purchase Contract or by applying the proceeds of the Pledged Treasury Securities underlying such Holder’s Treasury Unit equal to the Purchase Price for such Purchase Contract to the purchase of the Common Shares.  A Holder of Treasury Units who on or prior to the close of business on the seventh Business Day prior to the Purchase Contract Settlement Date, does not make an effective Early Settlement, shall, subject to Section 5.02(f) of the Purchase Contract and Pledge Agreement, pay the Purchase Price for the Common Shares to be issued under the related Purchase Contract from the proceeds of the Pledged Treasury Securities.

The Company shall not be obligated to issue any Common Shares in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the Common Shares to be

B-5

purchased thereunder in the manner set forth in the Purchase Contract and Pledge Agreement.

The Purchase Contract and all obligations and rights of the Company and the Holders thereunder shall immediately and automatically terminate without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, on or prior to the Purchase Contract Settlement Date, a Termination Event shall have occurred.  Upon the occurrence of a Termination Event, the Company shall promptly give written notice to the Purchase Contract Agent and the Holders, at their addresses as they appear in the Security Register.  Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Pledged Treasury Securities underlying each Treasury Unit from the Pledge.  A Treasury Unit shall thereafter represent the right to receive the Treasury Security underlying such Treasury Unit, in accordance with the terms of the Purchase Contract and Pledge Agreement.

The Treasury Units Certificates are issuable only in registered form and only in denominations of a single Treasury Unit and any integral multiple thereof.  The transfer of any Treasury Units Certificate will be registered and Treasury Units Certificates may be exchanged as provided in the Purchase Contract and Pledge Agreement.  A Holder who elects to substitute a Note or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, for Treasury Securities, thereby recreating Corporate Units, shall be responsible for any fees or expenses payable in connection therewith.  Except as provided in the Purchase Contract and Pledge Agreement, such Treasury Unit shall not be separable into its constituent parts, and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and the Purchase Contract constituting such Treasury Unit may be transferred and exchanged only as a Treasury Unit.

Subject to, and in compliance with, the terms and conditions set forth in the Purchase Contract and Pledge Agreement, a Holder of Treasury Units may effect a Collateral Substitution.  From and after such Collateral Substitution, each Unit for which Pledged Applicable Ownership Interests in Notes, or Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, secure the Holder’s obligations under the Purchase Contract shall be referred to as a “Corporate Unit.”  A Holder may make such Collateral Substitution only in multiples of 20 Treasury Units.  If Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, a Holder of Treasury Units may substitute Applicable Ownership Interests in the Treasury Portfolio for Treasury Securities only in multiples of 16,000 Treasury Units or such other number of Treasury Units as may be determined by the Remarketing Agent upon a Successful Remarketing of the Notes if the Reset Effective Date is not an Interest Payment Date.

Subject to and upon compliance with the provisions of the Purchase Contract and Pledge Agreement, at the option of the Holder thereof, Purchase Contracts underlying Units may be settled early by effecting an Early Settlement as provided in the Purchase Contract and Pledge Agreement.

B-6

Upon Early Settlement of Purchase Contracts by a Holder of the related Units, the Pledged Treasury Securities underlying such Units shall be released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of Common Shares on account of each Purchase Contract forming part of a Treasury Unit as to which Early Settlement is effected equal to the Minimum Settlement Rate.

Upon the occurrence of a Fundamental Change, a Holder of Treasury Units may effect Fundamental Change Early Settlement of the Purchase Contract underlying such Treasury Units pursuant to the terms of Section 5.04(b)(ii) of the Purchase Contract and Pledge Agreement.  Upon Fundamental Change Early Settlement of Purchase Contracts by a Holder of the related Treasury Units, the Pledged Treasury Securities underlying such Treasury Units shall be released from the Pledge as provided in the Purchase Contract and Pledge Agreement and the Holder shall be entitled to receive a number of Common Shares on account of each Purchase Contract forming part of a Treasury Unit as to which Fundamental Change Early Settlement is effected equal to the applicable Settlement Rate.

Upon registration of transfer of this Treasury Units Certificate, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Purchase Contract Agent pursuant to the Purchase Contract and Pledge Agreement), under the terms of the Purchase Contract and Pledge Agreement and the Purchase Contracts evidenced hereby and the transferor shall be released from the obligations under the Purchase Contracts evidenced by this Treasury Units Certificate.  The Company covenants and agrees, and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph.

The Holder of this Treasury Units Certificate, by its acceptance hereof, authorizes the Purchase Contract Agent to enter into and perform the related Purchase Contracts forming part of the Treasury Units evidenced hereby on its behalf as its attorney-in-fact, expressly withholds any consent to the assumption (i.e., affirmance) of the Purchase Contracts by the Company or its trustee in the event that the Company becomes the subject of a case under the Bankruptcy Code, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform its obligations under such Purchase Contracts, consents to the provisions of the Purchase Contract and Pledge Agreement, authorizes the Purchase Contract Agent to enter into and perform the Purchase Contract and Pledge Agreement on its behalf as its attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Treasury Units Certificate pursuant to the Purchase Contract and Pledge Agreement.  The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract and Pledge Agreement, but subject to the terms thereof, payments in respect to the aggregate principal amount at maturity of the Pledged Treasury Securities on the Purchase Contract Settlement Date equal to the aggregate Purchase Price for the related Purchase Contracts shall be paid by the Collateral Agent to the Company in satisfaction of such Holder’s obligations under such Purchase Contracts and such Holder shall acquire no right, title or interest in such payments.

B-7

Subject to certain exceptions, the provisions of the Purchase Contract and Pledge Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts.

The Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law provisions thereof to the extent that the application of a law of a different jurisdiction would govern as a result.

Prior to due presentment of this Certificate for registration or transfer, the Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Treasury Units Certificate is registered as the owner of the Treasury Units evidenced hereby for the purpose of, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent nor any such agent shall be affected by notice to the contrary.

The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of Common Shares.

A copy of the Purchase Contract and Pledge Agreement is available for inspection at the offices of the Purchase Contract Agent.

B-8

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian
	(cust)                                         (minor)
	Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D.  or other Identifying Number of Assignee)

(Please Print or Type Name and Address Including Postal Zip Code of Assignee)

the within Treasury Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                       , to transfer said Treasury Units Certificates on the books of Assured Guaranty Ltd., with full power of substitution in the premises.

Dated:	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Treasury Units Certificates in every particular, without alteration or enlargement or any change whatsoever.
Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with Securities Exchange Act of 1934, as amended.

B-9

SETTLEMENT INSTRUCTIONS

The undersigned Holder directs that a certificate for Common Shares deliverable upon settlement on or after the Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below.  If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:	Signature:
	Signature Guarantee:
	(if assigned to another person)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with Securities Exchange Act of 1934, as amended.

If shares are to be registered in the name of and delivered to a Person other than the Holder, please (i) print such Person’s name and address and (ii) provide a guarantee of your signature:	REGISTERED HOLDER Please print name and address of Registered Holder:
Name	Name
Address	Address
Social Security or other Taxpayer Identification Number, if any	DTC Participant #:

B-10

ELECTION TO SETTLE EARLY/FUNDAMENTAL
CHANGE EARLY SETTLEMENT

The undersigned Holder of this Treasury Units Certificate hereby irrevocably exercises the option to effect [Early Settlement] [Fundamental Change Early Settlement] in accordance with the terms of the Purchase Contract and Pledge Agreement with respect to the Purchase Contracts underlying the number of Treasury Units evidenced by this Treasury Units Certificate specified below.  The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units in multiples of 20 Treasury Units or an integral multiple thereof.  The undersigned Holder directs that a certificate for Common Shares or other securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] be registered in the name of, and delivered, together with a check in payment for any fractional share and any Treasury Units Certificate representing any Treasury Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below.  Pledged Treasury Securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below.  If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto.

Dated:
	Signature
	Signature
	Guarantee:
		(if assigned to another person)

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Number of Treasury Units evidenced hereby as to which [Early Settlement] [Fundamental Change Early Settlement] of the related Purchase Contracts is being elected:

If Common Shares or Treasury Units Certificates are to be registered in the name of and delivered to and Treasury Securities, as the case may be, are to be transferred to a Person other than the Holder, please print such Person’s name and address:	REGISTERED HOLDER Please print name and address of Registered Holder:
Name	Name
Address	Address
Social Security or other Taxpayer Identification Number, if any	DTC Participant #:

B-12

Transfer Instructions for Pledged Treasury Securities transferable upon [Early Settlement] [Fundamental Change Early Settlement] or a Termination Event:

B-13

[TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE

The initial number of Treasury Units evidenced by this Global Certificate is 0.  The following increases or decreases in this Global Certificate have been made:

Date Amount of increase
in number of
Treasury Units
evidenced by the
Global Certificate Amount of decrease
in number of
Treasury Units
evidenced by the
Global Certificate Number of Treasury
Units evidenced by
this Global
Certificate following
such decrease or
increase Signature of
authorized signatory
of Purchase Contract
Agent

B-14

EXHIBIT C

INSTRUCTION TO PURCHASE CONTRACT AGENT FROM HOLDER

(To Create Treasury Units or Corporate Units)

The Bank of New York Mellon,

as Purchase Contract Agent

101 Barclay Street, Floor 8W

New York, New York 10286

Telephone: (212) 815-5360

Facsimile: (212) 815-5704

Attention: Corporate Trust Administration

Re:[                 Corporate Units] [               Treasury Units] of Assured Guranty Ltd., a Bermuda company (the “Company”).

The undersigned Holder hereby notifies you that it has delivered to The Bank of New York Mellon, as Securities Intermediary, for credit to the Collateral Account, $       aggregate principal amount of [Notes] [Applicable Ownership Interests in the Treasury Portfolio] [Treasury Securities] in exchange for the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] [Pledged Treasury Securities] held in the Collateral Account, in accordance with the Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as defined therein), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time.  The undersigned Holder has paid all applicable fees and expenses relating to such exchange.  The undersigned Holder hereby instructs you to instruct the Collateral Agent to release to you on behalf of the undersigned Holder the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] [Pledged Treasury Securities] related to such [Corporate Units] [Treasury Units].

Dated:
	Signature
	Signature
	Guarantee:
DTC Participant No.

C-1

Please print name and address of Registered Holder:

Name	Social Security or other Taxpayer
	Identification Number, if any
Address

C-2

EXHIBIT D

NOTICE FROM PURCHASE CONTRACT AGENT

TO HOLDERS UPON TERMINATION EVENT

(Transfer of Collateral upon Occurrence of a Termination Event)

[HOLDER]

Attention:

Telecopy:

Re:[                 Corporate Units] [               Treasury Units] of Assured Guaranty Ltd., a Bermuda company (the “Company”).

Please refer to the Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time.

We hereby notify you that a Termination Event has occurred and that [the Notes underlying Pledged Applicable Ownership Interests in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] [Pledged Treasury Securities] comprising a portion of your ownership interest in            [Corporate Units] [Treasury Units] have been released and are being held by us for your account pending receipt of transfer instructions with respect to such [Notes underlying Pledged Applicable Ownership Interests in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] [Pledged Treasury Securities] (the “Released Securities”).

Pursuant to Section 3.15 of the Purchase Contract and Pledge Agreement, we hereby request written transfer instructions with respect to the Released Securities.  Upon receipt of your instructions and upon transfer to us of your [Corporate Units][Treasury Units] effected through book-entry or by delivery to us of your [Corporate Units Certificate][Treasury Units Certificate], we shall transfer the Released Securities by book-entry transfer or other appropriate procedures, in accordance with your instructions.  In the event you fail to effect such transfer or delivery, the Released Securities and any distributions thereon, shall be held in our name, or a nominee in trust for your benefit, until such time as such [Corporate Units][Treasury Units] are transferred or your [Corporate Units Certificate] [Treasury Units Certificate] is surrendered or satisfactory evidence is provided that such [Corporate Units Certificate][Treasury Units Certificate] has been destroyed, lost or stolen, together with any indemnification that we or the Company may require.

D-1

Date:		THE BANK OF NEW YORK MELLON,
		as the Purchase Contract Agent
	Name:
	Title:	Authorized Signatory

F-2

EXHIBIT E

NOTICE TO SETTLE BY SEPARATE CASH

The Bank of New York Mellon

101 Barclay Street, Floor 8W

New York, New York 10286

Telephone: (212) 815-5360

Facsimile: (212) 815-5704

Attention: Corporate Trust Administration

Re:[                 Corporate Units] [               Treasury Units] of Assured Guaranty Ltd., a Bermuda company (the “Company”).

The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02 of the Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, prior to or on 11:00 a.m., New York City time, on the sixth Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers’ check or wire transfer, in immediately available funds payable to or upon order of the Securities Intermediary), $          as the Purchase Price for the Common Shares issuable to such Holder by the Company with respect to             Purchase Contracts on the Purchase Contract Settlement Date.  The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to make such Cash Settlement with respect to the Purchase Contracts related to such Holder’s Corporate Units.

Dated:
	Signature
	Signature
	Guarantee:

Please print name and address of Registered Holder:

DTC Participant No.

E-1

EXHIBIT F

FORM OF REMARKETING AGREEMENT

[·]

The Bank of New York Mellon
101 Barclay Street, Floor 8W
New York, New York 10286
Attention:  Corporate Trust Administration

Ladies and Gentlemen:

This Agreement is dated as of [·] (the “Agreement”) by and among Assured Guaranty Ltd., a Bermuda company (the “Unit Issuer”), Assured Guaranty US Holdings Inc. (the “Company” and, together with the Unit Issuer, the “Issuers”), [·](1), as the reset agent and the remarketing agent[s] (the “Remarketing Agent”), and The Bank of New York Mellon, a New York Banking corporation, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement referred to below), relating to the appointment of [·] to serve as Remarketing Agent with respect to the Remarketing of the Notes.

The Unit Issuer has also entered into: (i) a Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (the “Purchase Contract and Pledge Agreement”), among the Unit Issuer, The Bank of New York Mellon, as Collateral Agent, Custodial Agent and Securities Intermediary, Purchase Contract Agent and attorney-in-fact for the Holders of the Purchase Contracts; and (ii) an Underwriting Agreement, dated June 18, 2009 (the “Underwriting Agreement”), among the Unit Issuer, the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Underwriters named therein.

The Company issued its 8.50% senior notes due June 1, 2014 (the “Notes”) under the Indenture dated as of May 1, 2004 (the “Base Indenture”) among the Company, the Unit Issuer, as guarantor, and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture dated as of June 24, 2009 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).

The terms and conditions under which the Remarketing will occur are provided for in the Indenture, the Purchase Contract and Pledge Agreement and as provided for herein.

(1) Insert one or more Remarketing Agents to be designated by the Company.

F-1

SECTION  1.  Definitions.

(a)     Capitalized terms used and not defined in this Agreement shall have the meanings set forth in the Purchase Contract and Pledge Agreement, as the case may be.

(b)    As used in this Agreement, the following terms have the following meanings:

“Agreement” has the meaning specified in the first paragraph of this Remarketing Agreement.

“Commencement Date” has the meaning specified in Section 3.

“Commission” means the Securities and Exchange Commission.

“Company” has the meaning specified in the first paragraph of this Remarketing Agreement.

“Contract Settlement Price” has the meaning specified in the Supplemental Indenture.

“Disclosure Package” means the Registration Statement or any amendment thereof and any Preliminary Prospectus taken together with any Issuer Free Writing Prospectus used at or prior to the time of the first sale.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act relating to the Remarketed Notes.

“Minimum Price” has the meaning specified in the Supplemental Indenture.

“Preliminary Prospectus” means any preliminary prospectus relating to the Remarketed Notes included in the Registration Statement, including the documents incorporated by reference therein as of the date of such Preliminary Prospectus.

“Prospectus” means the prospectus relating to the Remarketed Notes, in the form in which first filed, or transmitted for filing, with the Commission after the effective date of the Registration Statement pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein as of the date of such Prospectus; and any reference to any amendment or supplement to such Prospectus shall be deemed to refer to and include any documents filed after the date of such Prospectus, under the Exchange Act, and incorporated by reference in such Prospectus.

“Purchase Contract and Pledge Agreement” has the meaning specified in the second paragraph of this Agreement.

“Registration Statement” means a registration statement under the Securities Act prepared by the Issuers covering, inter alia, the Remarketing of the Remarketed Notes pursuant to Section 5(a) hereunder, including all exhibits thereto and the documents incorporated by reference in the Prospectus and any post-effective amendments thereto.

F-2

“Remarketed Notes” means, with respect to all Remarketings during any Applicable Remarketing Period, the aggregate principal amount of Notes underlying the Pledged Applicable Ownership Interests in Notes and the Separate Notes, if any, subject to Remarketing as identified to the Remarketing Agent by the Purchase Contract Agent and the Custodial Agent, respectively, in accordance with the Purchase Contract and Pledge Agreement.

“Remarketing Fee” has the meaning specified in Section 4.

“Remarketing Materials” means the Preliminary Prospectus, the Prospectus or any other information furnished by the Issuers to the Remarketing Agent for distribution to investors in connection with the Remarketing.

“Remarketing Price” has the meaning specified in the Supplemental Indenture.

“Representation Date” has the meaning specified in Section 3.

“Reset Rate” has the meaning specified in Section 2(d).

“Securities” has the meaning specified in Section 10.

“Transaction Documents” means this Agreement, the Purchase Contract and Pledge Agreement and the Indenture, in each case as amended or supplemented from time to time.

SECTION  2.  Appointment and Obligations of the Remarketing Agent.

(a)     The Issuers hereby appoint [·] as the exclusive Remarketing Agent, and, subject to the terms and conditions set forth herein, [·] hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Notes on behalf of the holders thereof, (ii) determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate for the Notes, and (iii) performing such other duties as are assigned to the Remarketing Agent in the Transaction Documents.

(b)    Unless a Termination Event has occurred prior to such date, if the Company elects to conduct a Remarketing during a Three-Business Day Remarketing Period during the Period for Early Remarketing selected by the Company pursuant to the Purchase Contract and Pledge Agreement, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Notes at the Remarketing Price. If the Remarketing Agent is unsuccessful on the first Remarketing Date during such Three-Business Day Remarketing Period, a subsequent Remarketing shall be attempted (unless impracticable) by the Remarketing Agent on each of the two succeeding Remarketing Dates in that Three-Business Day Remarketing Period until a Successful Early Remarketing occurs. For the avoidance of doubt, the Company shall determine in its sole discretion if and when to attempt a Remarketing during a Three-Business Day Remarketing Period during the Period for Early Remarketing, and the Company may postpone a Remarketing during a

F-3

Three-Business Day Remarketing Period during the Period for Early Remarketing in its absolute discretion.

(c)     If there is no Successful Early Remarketing during the Period for Early Remarketing, and unless a Termination Event has occurred prior to such date, on each Remarketing Date in the Final Three-Business Day Remarketing Period, the Remarketing Agent shall use its reasonable efforts to remarket the Remarketed Notes at the Contract Settlement Price. It is understood and agreed that the Remarketing on any Remarketing Date in the Final Three-Business Day Remarketing Period will be considered successful and no further attempts will be made if the resulting proceeds are at least equal to the Minimum Price. The Company may not postpone a Remarketing during the Final Remarketing Period.

(d)    In connection with each Remarketing, the Remarketing Agent shall determine, in consultation with the Company, the terms of the Remarketed Notes, including those which may be modified in connection with the Remarketing pursuant to the Indenture, including the Company’s election whether to modify the maturity date, optional redemption provisions, interest payment dates and/or the rate per annum, rounded to the nearest one-thousandth (0.001) of one percent per annum, that the Remarketed Notes should bear (the “Reset Rate”) in order for the Remarketed Notes to have an aggregate market value equal to at least the Minimum Price, and that in the sole reasonable discretion of the Remarketing Agent will enable them to remarket all of the Remarketed Notes at no less than the Minimum Price in such Remarketing; provided that such rate shall not exceed the maximum interest rate permitted by applicable law and shall not be a contingent or floating rate.

(e)     If a Failed Remarketing shall have occurred, the Remarketing Agent shall advise by telephone the Depository, the Purchase Contract Agent and the Company of any such Failed Remarketing. Whether or not there has been a Failed Remarketing will be determined in the sole reasonable discretion of the Remarketing Agent. In the event of a Failed Remarketing, the applicable interest rate on the Notes will not be reset, and will continue to be the interest rate set forth in the Supplemental Indenture.

(f)     In the event of a Successful Remarketing, by approximately 4:30 p.m., New York City time, on the applicable Remarketing Date, the Remarketing Agent shall advise, by telephone:

(i)            the Depository, the Purchase Contract Agent, the Trustee, the Collateral Agent, the Custodial Agent and the Company of the Reset Rate, interest payment dates and related record dates, maturity date and optional redemption terms, if any, determined by the Remarketing Agent in such Remarketing and the aggregate principal amount of Remarketed Notes sold in such Remarketing;

(ii)           each purchaser (or the Depository Participant thereof) of Remarketed Notes of the Reset Rate, interest payment dates and related record dates and maturity date and the aggregate principal amount of Remarketed Notes such purchaser is to purchase;

F-4

(iii)          each such purchaser (if other than a Depository Participant) to give instructions to its Depository Participant to pay the purchase price on the Reset Effective Date in same day funds against delivery of the Remarketed Notes purchased through the facilities of the Depository; and

(iv)          each such purchaser (or Depository Participant thereof) that the Remarketed Notes will not be delivered until the Reset Effective Date and that if such purchaser wishes to trade the Remarketed Notes that it has purchased prior to the third Business Day preceding the Reset Effective Date, such purchaser will have to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.

The Remarketing Agent shall also, if required by the Securities Act, deliver, in conformity with the requirements of the Securities Act, to each purchaser a Prospectus in connection with the Remarketing.

(g)    The proceeds from a Successful Remarketing (i) with respect to the Notes underlying the Applicable Ownership Interests in Notes that are components of the Corporate Units, shall be paid to the Collateral Agent in accordance with Section 5.02 of the Purchase Contract and Pledge Agreement and (ii) with respect to the Separate Notes, shall be paid to the Custodial Agent for payment to the holders of such Separate Notes in accordance with Section 5.02 of the Purchase Contract and Pledge Agreement.

(h)    It is understood and agreed that the Remarketing Agent shall not have any obligation whatsoever to purchase any Remarketed Notes, whether in the Remarketing or otherwise, and shall in no way be obligated to provide funds to make payment upon tender of Remarketed Notes for Remarketing or to otherwise expend or risk its own funds or incur or to be exposed to financial liability in the performance of its duties under this Agreement. Neither the Company nor the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of the Remarketed Notes for Remarketing.

SECTION  3.  Representations and Warranties of The Issuers.

The Issuers represent and warrant (i) on and as of the date any Remarketing Materials are first distributed in connection with the Remarketing (the “Commencement Date”), (ii) at the first time of sale of the Remarketed Notes during the applicable Three-Business Day Remarketing Period or Final Three-Business Day Remarketing Period and (iii) on and as of the Reset Effective Date (in each case a “Representation Date”), that:

(a)     This Agreement has been duly authorized, executed and delivered by the Issuers, constitutes a valid and binding obligation of the Issuers, enforceable against the Issuers in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is

F-5

considered in a proceeding in equity or at law) and except that rights to indemnification hereunder may be limited by federal or state securities laws or public policy.

(b)    Each of the representations and warranties of the Issuers as set forth in Section 1(a) (other than those made in subsection (vii)(with respect to equity securities), (xii), (xiv), (xv), (xvi), (xvii), (xviii), (xx) and (xxvii)) of the Underwriting Agreement is true and correct as if made on each of the dates specified above; provided that for purposes of this Section 3(b), any reference in such sections of the Underwriting Agreement to (a) the “Registration Statement,” the “preliminary prospectus,” the “Prospectus,” the “Disclosure Package” and the “Transaction Documents” shall be deemed to refer to such terms as defined herein, (b) the “Closing Date” shall be deemed to refer to the Reset Effective Date, (c) the “Securities” shall be deemed to refer to the Remarketed Notes, (d) “Agreement” shall be deemed to refer to this Agreement, (e) “Underwriters” or “Representatives” shall be deemed to refer to the Remarketing Agent, (f) “Execution Time” shall be deemed to refer to the date and time this Agreement is executed and delivered by the parties hereto and (g) “Applicable Time” shall be deemed to refer to the time of the first sale of the Remarketed Notes during the Applicable Remarketing Period.

(c)     The Remarketed Notes and the Guarantees (as defined in the Underwriting Agreement) have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Reset Effective Date, will have been duly executed and delivered by the Company and the Unit Issuer, respectively, and when duly executed, authenticated, issued and delivered in accordance with the Indenture, will constitute valid and binding obligations of the Company and the Unit Issuer, as applicable, enforceable in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture.

(d)    The Remarketed Notes and the Indenture conform in all material respects to the description thereof contained in the Disclosure Package and the Prospectus, if any.

(e)     No default or an event of default, and no event that with the passage of time or the giving of notice or both would become an event of default, shall occur and be continuing, under any of the Securities Agreements (as defined in the Underwriting Agreement). .

SECTION  4.  Fees.

(a)     In the event of a Successful Remarketing of the Remarketed Notes, the Company shall direct the Remarketing Agent to include a remarketing fee to be agreed upon in writing by the Company and the Unit Issuer prior to any such Remarketing (the “Remarketing Fee”) in the Remarketing Price or the Contract Settlement Price, as applicable.  The Remarketing Agent may deduct the applicable Remarketing Fee from any amount of the proceeds from the Successful Remarketing in excess of the Minimum Price.  Any unpaid portion of the Remarketing Fee shall be paid by the Company on the

F-6

Reset Effective Date in cash by wire transfer of immediately available funds to the account designated by the Remarketing Agent.

SECTION  5. Covenants of The Issuers.

The Issuers covenant and agree as follows:

(a)     If and to the extent the Remarketed Notes are required (in the view of counsel, which need not be in the form of a written opinion, for either the Remarketing Agent or the Issuers) to be registered under the Securities Act as in effect at the time of the Remarketing, the Issuers shall:

(i)            prepare the Registration Statement and the Prospectus, in a form approved by the Remarketing Agent, file any such Prospectus pursuant to the Securities Act within the period required by the Securities Act and the rules and regulations thereunder and use commercially reasonable efforts to cause the Registration Statement to be declared effective by the Commission prior to the second Business Day immediately preceding the applicable Remarketing Date;

(ii)           file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Issuers or the Remarketing Agent, be required by the Securities Act or requested by the Commission;

(iii)          advise the Remarketing Agent, promptly after they receive notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Remarketing Agent with copies thereof;

(iv)          file promptly all reports and any definitive proxy or information statements required to be filed by the Unit Issuer with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a Prospectus is required in connection with the offering or sale of the Remarketed Notes;

(v)           file all Issuer Free Writing Prospectuses required to be filed by the Issuers with the Commission pursuant to Rule 433(d) under the Securities Act;

(vi)          advise the Remarketing Agent, promptly after they receive notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, of the suspension of the qualification of any of the Remarketed Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or any Prospectus or suspending any such qualification, to use promptly every reasonable effort to obtain its withdrawal;

F-7

(vii)         furnish promptly to the Remarketing Agent such copies of the following documents as the Remarketing Agent shall reasonably request: (a) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits); (b) the Preliminary Prospectus and any amended or supplemented Preliminary Prospectus; (c) the Prospectus and any amended or supplemented Prospectus; and (d) any document incorporated by reference in the Prospectus (excluding exhibits thereto); and, if at any time when delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required in connection with the Remarketing, any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Remarketing Agent and, upon its request, to file such document and to prepare and furnish without charge to the Remarketing Agent and to any dealer in securities as many copies as the Remarketing Agent may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance;

(viii)        during the time between the applicable Commencement Date and the Reset Effective Date, prior to filing with the Commission (a) any amendment to the Registration Statement or supplement to the Prospectus or (b) any Prospectus pursuant to Rule 424 under the Securities Act, furnish a copy thereof to the Remarketing Agent; and not file any such amendment or supplement that shall be reasonably disapproved by the Remarketing Agent;

(ix)           as soon as practicable, but in any event not later than eighteen months, after the date of a Successful Remarketing, the Unit Issuer will make “generally available to its security holders” an “earnings statement” of the Unit Issuer complying with (which need not be audited) Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Unit Issuer, Rule 158 under the Securities Act). The terms “generally available to its security holders” and “earnings statement” shall have the meanings set forth in Rule 158; and

(x)            take such action as the Remarketing Agent may reasonably request in order to qualify the Remarketed Notes for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Remarketing Agent may reasonably request; provided that in no event shall either Issuer be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.

(b)    The Issuers shall pay: (i) the costs incident to the preparation and printing of the Registration Statement, if any, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Prospectus and any other Remarketing Materials and any amendments or

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supplements thereto; (ii) the costs of distributing the Registration Statement, if any, any Prospectus and any other Remarketing Materials and any amendments or supplements thereto; (iii) any fees and expenses of qualifying the Remarketed Notes under the securities laws of the several jurisdictions as provided in Section 5(a)(x) and of preparing, printing and distributing a Blue Sky Memorandum, if any (including any related reasonable fees and expenses of counsel to the Remarketing Agent); (iv) any filing fees incident to any required review and clearance by the Financial Industry Regulatory Authority (“FINRA”) of the terms of the sale of the Remarketed Notes; (v) all other costs and expenses incident to the performance of the obligations of the Issuers hereunder and the Remarketing Agent hereunder; and (vi) the reasonable fees and expenses of counsel to the Remarketing Agent in connection with its duties hereunder.

(c)     The Issuers shall furnish the Remarketing Agent with such information and documents as the Remarketing Agent may reasonably request in connection with the transactions contemplated hereby, and to make reasonably available to the Remarketing Agent and any accountant, attorney or other advisor retained by the Remarketing Agent such information that parties would customarily require in connection with a due diligence investigation conducted in accordance with applicable securities laws and to cause the Issuers’ officers, directors, employees and accountants to participate in all such discussions and to supply all such information reasonably requested by any such Person in connection with such investigation.

(d)    At the written request of the Remarketing Agent, between the applicable Commencement Date and the applicable Reset Effective Date, the Issuers will not, without the prior written consent of the Remarketing Agent (which consent may be withheld at the sole discretion of the Remarketing Agent), directly or indirectly, sell, offer, contract or grant any option to sell, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of either Issuer similar to the Remarketed Notes or securities exchangeable for or convertible into debt securities similar to the Remarketed Notes.

(e)     The Issuers represent and agree that, unless they obtain the prior consent of the Remarketing Agent, and the Remarketing Agent represents and agrees that, unless it obtains the prior consent of each Issuer, it has not made and will not make any offer relating to the Remarketed Notes that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 of the Act, required to be filed with the Commission.  Any such free writing prospectus consented to in writing by the Issuers and the Remarketing Agent is hereinafter referred to as a “Permitted Free Writing Prospectus.”  The Issuers represent that they have treated and agree that they will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and have complied and will comply with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

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(f)     The Issuers shall prepare a final term sheet relating to the Remarketed Notes, containing only information that describes the final terms of the Remarketed Notes after providing the Remarketing Agent and its legal counsel with a reasonable opportunity to review and comment on such final term sheet (such final term sheet to be in form and substance as last reviewed by the Remarketing Agent and the Issuers), and will file such final term sheet within the period required by Rule 433(d) of the Act following the date such final terms have been established for the Remarketed Notes.  Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement.

SECTION  6.  Conditions To The Remarketing Agent’s Obligations.

The obligations of the Remarketing Agent hereunder shall be subject to the following conditions:

(a)     The Prospectus, and any supplement thereto, has been filed in the manner and within the time period required by Rule 424(b); the Issuer Free Writing Prospectus, if any, and any other material required to be filed by the Issuers pursuant to Rule 433(d) under the Securities Act, shall have been timely filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; the Issuers have paid the fees required by the Commission relating to the Remarketed Notes within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r); and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b)    During the period of time between the applicable Commencement Date and the Reset Effective Date, (i) trading or quotation in any of the Unit Issuer’s securities shall not have been suspended or materially limited by the New York Stock Exchange or the Commission, or trading in securities generally on the New York Stock Exchange shall not have been suspended or limited, or minimum or maximum prices shall have been generally established on such stock exchange by the Commission or the FINRA; (ii) a general banking moratorium shall not have been declared by any federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall not have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, as in the judgment of the Remarketing Agent is material and adverse and makes it impracticable or inadvisable to proceed with the Remarketing in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Remarketed Notes.

(c)     The representations and warranties of the Issuers contained herein shall be true and correct in all material respects on and as of the applicable Remarketing Date, and the Issuers, the Purchase Contract Agent and the Collateral Agent shall have performed in all material respects all covenants and agreements contained herein and in the Purchase

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Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date.

(d)    The Issuers shall have furnished to the Remarketing Agent a written certificate executed by the Chairman of the Board, Chief Executive Officer or President of each of the Issuers and the Chief Financial Officer or Chief Accounting Officer of each of the Issuers, dated the applicable Reset Effective Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and any amendment thereto, the Disclosure Package and any amendment or supplement thereto and this Agreement, and further to the effect that:

(i)            such Issuer has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or threatened by the Commission;

(ii)           there has not occurred any downgrading, and such Issuer has not received any notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of such Issuer by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act;

(iii)          for the period from the Commencement Date to such Reset Effective Date, there has not occurred any Material Adverse Change;

(iv)          the representations and warranties of such Issuer in Section 3 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such Reset Effective Date.

(v)           such Issuer has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Reset Effective Date.

(e)     (i) On the date of a Successful Remarketing, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent public accountants of the Unit Issuer, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to certain financial information contained or incorporated by reference in the Remarketing Materials, if any, and (ii) on the applicable Reset Effective Date, the Remarketing Agent shall have received a letter addressed to the Remarketing Agent and dated such date, in form and substance satisfactory to the Remarketing Agent, of the independent public accountants of the Unit Issuer, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (e)(i) of this Section 6, except that the specified date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the applicable Reset Effective Date.

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(f)     Each of (i) outside counsel for the Issuers reasonably acceptable to the Remarketing Agent, and (ii) counsel of the Issuers, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Reset Effective Date, in form and substance reasonably satisfactory to the Remarketing Agent addressing such matters as are set forth in such counsel’s opinion furnished pursuant to Section 5(e)(i), 5(e)(ii) and 5(e)(iii), respectively, of the Underwriting Agreement, adapted as necessary to relate to the securities being remarketed hereunder and to the Remarketing Materials, if any, or to any changed circumstances or events occurring subsequent to the date of this Agreement, such adaptations being reasonably acceptable to counsel to the Remarketing Agent.

(g)    Counsel for the Remarketing Agent, shall have furnished to the Remarketing Agent its opinion, addressed to the Remarketing Agent and dated the applicable Reset Effective Date, in form and substance reasonably satisfactory to the Remarketing Agent.

(h)    At the applicable Reset Effective Date, counsel for the Remarketing Agent shall have been furnished with such documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Remarketed Notes as contemplated herein.

SECTION  7.  Indemnification.

(a)     The Issuers jointly and severally agree to indemnify and hold harmless the Remarketing Agent, its directors, officers, employees and agents, and each person, if any, who controls the Remarketing Agent within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Remarketing Agent, director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse the Remarketing Agent, its officers, directors, employees, agents and controlling persons for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Remarketing Agent) as such expenses are reasonably incurred by such Remarketing Agent, officer, director, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission

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or alleged omission made in reliance upon and in conformity with written information furnished to the Issuers by the Remarketing Agent expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

(b)    Each Remarketing Agent agrees, severally and not jointly, to indemnify and hold harmless the Issuers, each of their directors, each of their officers who signed the Registration Statement and each person, if any, who controls either Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Issuers, or any such director, officer or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, and only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Preliminary Prospectus, such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuers by the Remarketing Agent expressly for use therein; and to reimburse the Issuers, such director, officer or controlling person for any legal and other expense reasonably incurred by the Issuers, such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Remarketing Agent may otherwise have.

(c)     Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any liability other than the indemnification obligation provided in paragraph (a) or (b) above.  In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party; provided,

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however, such indemnified party shall have the right to employ its own counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless:  (i) the employment of such counsel has been specifically authorized by the indemnifying party; (ii) the indemnifying party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the indemnified party; or (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party or any affiliate of the indemnifying party, and such indemnified party shall have reasonably concluded that either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party or such affiliate of the indemnifying party or (y) a conflict may exist between such indemnified party and the indemnifying party or such affiliate of the indemnifying party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to a single firm of local counsel) for all such indemnified parties, which firm shall be designated in writing by (i) the Remarketing Agent, in the case of indemnification pursuant to Section 7(a) hereof, or (ii) the Issuers, in the case of indemnification pursuant to Section 7(b) hereof, and that all such reasonable fees and expenses shall be reimbursed as they are incurred).

(d)    The indemnifying party under this Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

SECTION  8.  Contribution.

(a)     If the indemnification provided for in Section 7 hereof is for any reason unavailable to or otherwise insufficient to hold harmless an indemnified party in respect

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of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers, on the one hand, and the Remarketing Agent, on the other hand, from the remarketing of the Remarketed Notes pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers, on the one hand, and the Remarketing Agent, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative benefits received by the Issuers, on the one hand, and the Remarketing Agent, on the other hand, in connection with the remarketing of the Remarketed Notes pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the remarketing of the Remarketed Notes pursuant to this Agreement (before deducting expenses) received by the Issuers, and the total fees received by the Remarketing Agent, in each case as set forth on the front cover of the Prospectus, bear to the aggregate initial public offering price of the Remarketed Notes as set forth on such cover.  The relative fault of the Issuers, on the one hand, and the Remarketing Agent, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuers, on the one hand, or the Remarketing Agent, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b)    The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.  The provisions set forth in Section 7(c) hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 8; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 7(c) hereof for purposes of indemnification.

(c)     The Issuers and the Remarketing Agent agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8.

(d)    Notwithstanding the provisions of this Section 8, the Remarketing Agent shall not be required to contribute any amount in excess of the Remarketing Fee received by the Remarketing Agent in connection with the Remarketing.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 8, each director, officer, employee and

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agent of the Remarketing Agent and each person, if any, who controls the Remarketing Agent within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Remarketing Agent, and each director of either Issuer, each officer of either Issuer who signed the Registration Statement and each person, if any, who controls either Issuer within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Issuers.

SECTION  9.  Resignation And Removal of The Remarketing Agent.

The Remarketing Agent may resign and be discharged from its duties and obligations hereunder, and the Issuers may remove the Remarketing Agent, by giving 30 days’ prior written notice, in the case of a resignation, to the Issuers and the Purchase Contract Agent and, in the case of a removal, to the Remarketing Agent and the Purchase Contract Agent; provided, however, that no such resignation nor any such removal shall become effective until the Issuers shall have appointed at least one nationally recognized broker-dealer as a successor Remarketing Agent and such successor Remarketing Agent shall have entered into a remarketing agreement with the Company, in which it shall have agreed to conduct the Remarketing in accordance with the Transaction Documents in all material respects.

In any such case, the Issuers will use commercially reasonable efforts to appoint a successor Remarketing Agent and enter into such a remarketing agreement with such person as soon as reasonably practicable. The provisions of Section 7 and Section 8 shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

SECTION  10.  Dealing in Securities.

The Remarketing Agent, when acting as the Remarketing Agent or in its individual or any other capacity, may, to the extent permitted by law, buy, sell, hold and deal in any of the Remarketed Notes, Corporate Units, Treasury Units or any of the securities of the Issuers (collectively, the “Securities”). The Remarketing Agent may exercise any vote or join in any action which any beneficial owner of such Securities may be entitled to exercise or take pursuant to the Indenture with like effect as if it did not act in any capacity hereunder. The Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or have an interest in any financial or other transaction with either Issuer as freely as if it did not act in any capacity hereunder.

SECTION  11.  Remarketing Agent’s Performance; Duty of Care.

The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties except as otherwise

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set forth herein. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Issuers (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Issuers or to any holder of Remarketed Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is (i) judicially determined to have resulted from its failure to comply with the material terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (ii) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

SECTION  12.  Termination.

This Agreement shall automatically terminate (i) as to the Remarketing Agent on the effective date of the resignation or removal of the Remarketing Agent pursuant to Section 9 and (ii) on the earlier of (x) the occurrence of a Termination Event and (y) the Business Day immediately following the Purchase Contract Settlement Date. If this Agreement is terminated pursuant to any of the other provisions hereof, except as otherwise provided herein, the Issuers shall not be under any liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Issuers, except that if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Issuers to comply with the terms or to fulfill any of the conditions of this Agreement, the Issuers will reimburse the Remarketing Agent for all of its out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by it. Notwithstanding any termination of this Agreement, in the event there has been a Successful Remarketing, the obligations set forth in Section 4 hereof shall survive and remain in full force and effect until all amounts payable under said Section 4 shall have been paid in full. In addition, Sections 7, 8 and 11 hereof shall survive the termination of this Agreement or the resignation or removal of the Remarketing Agent.

SECTION  13.  Notices.

All statements, requests, notices and agreements hereunder shall be in writing, and:

(a)     if to the Remarketing Agent, shall be delivered or sent by mail, telex or facsimile transmission to:

[·]

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with a copy to:

[·]

(b)    if to the Company, shall be delivered or sent by mail, telex or facsimile transmission to:

Assured Guaranty US Holdings Inc.
1325 6th Avenue, 18th Floor

New York, New York 1019-6066
Facsimile:  (212) 581-3268
Attention:  General Counsel

with a copy to:

Mayer Brown LLP

71 South Wacker Drive
Chicago, Illinois 60606
Facsimile:  (312) 701-7711
Attention:  Edward S. Best, Esq.;

If to the Unit Issuer, shall be delivered or sent by mail, telex or facsimile transmission to:

Assured Guaranty Ltd.
30 Woodbourne Avenue

Hamilton, HM 08 Bermuda
Facsimile:  (441) 296-1083
Attention:  General Counsel

with a copy to:

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
Facsimile:  (312) 701-7711
Attention:  Edward S. Best, Esq.;

(c)     if to the Purchase Contract Agent, shall be delivered or sent by mail or facsimile transmission to:

The Bank of New York Mellon
101 Barclay Street, Floor 8W
New York, New York  10286
Tel:  (212) 815-5360
Fax:  (212) 815-5704
Attention:  Global Corporate Trust

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Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.

SECTION  14.  Persons Entitled To Benefit of Agreement.

This Agreement shall inure to the benefit of and be binding upon each party hereto and its respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (x) the representations, warranties, indemnities and agreements of the Issuers contained in this Agreement shall also be deemed to be for the benefit of the Remarketing Agent and the person or persons, if any, who control the Remarketing Agent within the meaning of Section 15 of the Securities Act and (y) the indemnity agreement of the Remarketing Agent contained in Section 7 of this Agreement shall be deemed to be for the benefit of the each Issuer’s directors and officers who sign the Registration Statement, if any, and any person controlling each Issuer within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to herein, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

SECTION  15.  Survival.

The respective agreements, representations, warranties, indemnities and other statements of the Issuers or their officers and the Remarketing Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Remarketing Agent, the Issuers or any of the indemnified persons referred to in Section 7 hereof, and will survive delivery of the Remarketed Notes. The provisions of Sections 7, 8 and 11 shall survive the termination and cancellation of this Agreement.

SECTION  16.  Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.

SECTION  17.  Judicial Proceedings.

Each party hereto expressly accepts and irrevocably submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each party irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

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SECTION  18.  Counterparts.

This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

SECTION  19.  Headings.

The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

SECTION  20.  Severability.

If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions because it conflicts with any provisions of any constitution, statute, rule or public policy or for any other reason, then, to the extent permitted by law, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.

SECTION  21.  Amendments.

This Agreement may be amended by an instrument in writing signed by the parties hereto. Each of the Issuers and the Purchase Contract Agent agrees that it will not enter into, cause or permit any amendment or modification of the Transaction Documents or any other instruments or agreements relating to the Applicable Ownership Interests in Notes, the Notes or the Corporate Units that would in any way adversely affect the rights, duties and obligations of the Remarketing Agent, without the prior written consent of the Remarketing Agent.

SECTION  22.  Successors and Assigns.

Except in the case of a succession pursuant to the terms of the Purchase Contract and Pledge Agreement, the rights and obligations of the Issuers hereunder may not be assigned or delegated to any other Person without the prior written consent of the Remarketing Agent. The rights and obligations of the Remarketing Agent hereunder may not be assigned or delegated to any other Person (other than an affiliate of the Remarketing Agent) without the prior written consent of the Issuers.

If the foregoing correctly sets forth the agreement by and among the Issuers, the Remarketing Agent and the Purchase Contract Agent, please indicate your acceptance in the space provided for that purpose below.

F-20

SECTION  23.  Rights of the Purchase Contract Agent.

Notwithstanding any other provisions of this Agreement, the Purchase Contract Agent shall be entitled to all the rights, protections and privileges granted to the Purchase Contract Agent in the Purchase Contract and Pledge Agreement.

[SIGNATURES ON THE FOLLOWING PAGE]

F-21

Very truly yours,
ASSURED GUARANTY LTD.
By:
	Name:
	Title:
ASSURED GUARANTY US HOLDINGS INC.
By:
	Name:
	Title:

CONFIRMED AND ACCEPTED:
[·]
as Remarketing Agent
By:
	Name:
	Title:
THE BANK OF NEW YORK MELLON, not individually, but solely as Purchase Contract Agent and as attorney-in-fact for the Holders of the Purchase Contracts
By:
	Name:
	Title:

F-22

EXHIBIT G

INSTRUCTION FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Creation of Treasury Units)

The Bank of New York Mellon,

as Collateral Agent

101 Barclay Street, Floor 8W

New York, New York 10286

Telephone: (212) 815-5360

Facsimile: (212) 815-5704

Attention: Corporate Trust Administration

Re:[                 Corporate Units of Assured Guaranty Ltd. (the “Company”).

Please refer to the Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (the “Agreement”), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time.  Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

We hereby notify you in accordance with Section 3.13 of the Agreement that the holder of securities named below (the “Holder”) has elected to substitute $        Value of Treasury Securities or security entitlements with respect thereto in exchange for an equal Value of [Notes underlying Pledged Applicable Ownership Interests in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] relating to         Corporate Units and has delivered to the undersigned a notice stating that the Holder has Transferred such Treasury Securities or security entitlements with respect thereto to the Securities Intermediary, for credit to the Collateral Account.

We hereby request that you instruct the Securities Intermediary, upon confirmation that such Treasury Securities or security entitlements thereto have been credited to the Collateral Account, to release to the undersigned an equal Value of [Notes underlying Pledged Applicable Ownership Interests in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] or security entitlements with respect thereto related to         Corporate Units of such Holder in accordance with Section 3.13 of the Agreement.

Dated:

G-1

BANK OF NEW YORK MELLON, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Units
By:
	Name:
	Title:  Authorized Signatory

Please print name and address of Holder electing to substitute Treasury Securities or security entitlements with respect thereto for the [Notes underlying Pledged Applicable Ownership Interests in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio]:

Name:	Social Security or other Taxpayer Identification Number, if any
Address:

G-2

EXHIBIT H

INSTRUCTION FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY

(Creation of Treasury Units)

The Bank of New York Mellon,

as Securities Intermediary

101 Barclay Street, Floor 8W

New York, New York 10286

Telephone: (212) 815-5360

Facsimile: (212) 815-5704

Attention: Corporate Trust Administration

Re:Corporate Units of Assured Guaranty Ltd. (the “Company”).

The securities account of The Bank of New York Mellon, as Collateral Agent, maintained by the Securities Intermediary and designated “The Bank of New York Mellon, as Collateral Agent of Assured Guaranty Ltd., as pledgee of The Bank of New York Mellon, as the Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders” (the “Collateral Account”).

Please refer to the Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (the “Agreement”), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time.  Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

When you have confirmed that $          Value of Treasury Securities or security entitlements with respect thereto has been credited to the Collateral Account by or for the benefit of               , as Holder of Corporate Units (the “Holder”), you are hereby instructed to release from the Collateral Account an equal Value of [Notes underlying Pledged Applicable Ownership Interests in Notes] [Pledged Applicable Ownership Interests in the Treasury Portfolio] or security entitlements with respect thereto relating to            Corporate Units of the Holder by Transfer to the Purchase Contract Agent.

Dated:	THE BANK OF NEW YORK MELLON,
	as Collateral Agent
	By:
		Name:
		Title:  Authorized Signatory

H-1

EXHIBIT I

INSTRUCTION FROM PURCHASE CONTRACT AGENT

TO COLLATERAL AGENT

(Recreation of Corporate Units )

The Bank of New York Mellon,

as Collateral Agent

101 Barclay Street, Floor 8W

New York, New York 10286

Telephone: (212) 815-5360

Facsimile: (212) 815-5704

Attention: Corporate Trust Administration

Re:Treasury Units of Assured Guranty Ltd. (the “Company”).

Please refer to the Purchase Contract and Pledge Agreement dated as of June 24 , 2009 (the “Agreement”), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time.  Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

We hereby notify you in accordance with Section 3.14 of the Agreement that the holder of securities named below (the “Holder”) has elected to substitute $       Value of [Notes] [Applicable Ownership Interests in the Treasury Portfolio] or security entitlements with respect thereto in exchange for $        Value of Pledged Treasury Securities relating to Treasury Units and has delivered to the undersigned a notice stating that the holder has Transferred such [Notes] [Applicable Ownership Interests in the Treasury Portfolio] or security entitlements with respect thereto to the Securities Intermediary, for credit to the Collateral Account.

We hereby request that you instruct the Securities Intermediary, upon confirmation that such [Notes] [Applicable Ownership Interests in the Treasury Portfolio] or security entitlements with respect thereto have been credited to the Collateral Account, to release to the undersigned $             Value of Treasury Securities or security entitlements with respect thereto related to          Treasury Units of such Holder in accordance with Section 3.14 of the Agreement.

Dated:	THE BANK OF NEW YORK MELLON,
	as Purchase Contract Agent
	By:
		Name:
		Title:  Authorized Signatory

I-1

Please print name and address of Holder electing to substitute [Notes] [Applicable Ownership Interests in the Treasury Portfolio] or security entitlements with respect thereto for Pledged Treasury Securities:

Name:	Social Security or other Taxpayer Identification Number, if any
Address:
DTC Participant No.

I-2

EXHIBIT J

INSTRUCTION FROM COLLATERAL AGENT

TO SECURITIES INTERMEDIARY

(Recreation of Corporate Units)

The Bank of New York Mellon,

as Securities Intermediary

101 Barclay Street, Floor 8W

New York, New York 10286

Telephone: (212) 815-5360

Facsimile: (212) 815-5704

Attention: Corporate Trust Administration

Re:Treasury Units of Assured Guaranty Ltd. (the “Company”).

The securities account of The Bank of New York Mellon, as Collateral Agent, maintained by the Securities Intermediary and designated “The Bank of New York Mellon, as Collateral Agent of Assured Guaranty Ltd., as pledgee of The Bank of New York Mellon, as the Purchase Contract Agent on behalf of and as attorney-in-fact for the Holders” (the “Collateral Account”).

Please refer to the Purchase Contract and Pledge Agreement dated as of June 24,  2009 (the “Agreement”), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time.  Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

When you have confirmed that $              Value of [Notes] [Applicable Ownership Interests in the Treasury Portfolio] or security entitlements with respect thereto has been credited to the Collateral Account by or for the benefit of                , as Holder of Treasury Units (the “Holder”), you are hereby instructed to release from the Collateral Account $            Value of Treasury Securities or security entitlements thereto by Transfer to the Purchase Contract Agent.

Dated:	THE BANK OF NEW YORK MELLON,
	as Collateral Agent
	By:
		Name:
		Title:  Authorized Signatory

J-1

EXHIBIT K

NOTICE OF CASH SETTLEMENT FROM THE PURCHASE

CONTRACT AGENT TO THE COLLATERAL AGENT

(Cash Settlement Amounts)

The Bank of New York Mellon,	The Bank of New York Mellon,
as Collateral Agent	as Indenture Trustee
101 Barclay Street, Floor 8W	101 Barclay Street, Floor 8W
New York, New York 10286	New York, New York 10286
Telephone: (212) 815-5360	Telephone: (212) 815-5360
Facsimile: (212) 815-5704	Facsimile: (212) 815-5704
Attention: Corporate Trust Administration	Attention: Corporate Trust Administration

Re:Corporate Units of Assured Guaranty Ltd. (the “Company”).

Please refer to the Purchase Contract and Pledge Agreement dated as of June 24, 2009 (the “Agreement”), between the Company and The Bank of York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time.  Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

In accordance with Section 5.02(b)(iv) of the Agreement, we hereby notify you that as of 11:00 a.m., New York City time, on the sixth Business Day immediately preceding June 1, 2012 (the “Purchase Contract Settlement Date”), we have received (i) $               in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to              Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $           of Notes underlying Pledged Applicable Ownership Interests in Notes are to be tendered for purchase in the Remarketing during the Final Three-Business Day Remarketing Period.

Dated:	THE BANK OF NEW YORK MELLON,
	as Purchase Contract Agent
	By:
		Name:
		Title:  Authorized Signatory

K-1

EXHIBIT L

INSTRUCTION TO CUSTODIAL AGENT REGARDING REMARKETING

The Bank of New York Mellon,

as Custodial Agent

101 Barclay Street, Floor 8W

New York, New York 10286

Telephone: (212) 815-5360

Facsimile: (212) 815-5704

Attention: Corporate Trust Administration

Re:Senior Notes Due 2014 of Assured Guaranty US Holdings Inc. (the “Company”).

The undersigned hereby notifies you in accordance with the Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (the “Agreement”), between Assured Guaranty Ltd. and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to deliver $             aggregate principal amount of Separate Notes for delivery to the Remarketing Agent prior to the close of business on the second Business Day immediately preceding the first of the three sequential Remarketing Dates of the applicable [Three-Business Day Remarketing Period][Final Three-Day Remarketing Period] for Remarketing pursuant to Section 5.02(a)(ii) of the Agreement.  The undersigned will, upon request of the Remarketing Agent, execute and deliver any additional documents deemed by the Remarketing Agent or by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Separate Notes tendered hereby.  Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

The undersigned hereby instructs you, upon receipt of the Proceeds of a Successful Remarketing from the Remarketing Agent, to deliver such Proceeds to the undersigned in accordance with the instructions indicated herein under “A.  Payment Instructions.”  The undersigned hereby instructs you, in the event of a Failed Remarketing, upon receipt of the Separate Notes tendered herewith from the Remarketing Agent, to deliver such Separate Notes to the person(s) and the address(es) indicated herein under “B.  Delivery Instructions.”

With this notice, the undersigned hereby (i) represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Separate Notes tendered hereby and that the undersigned is the record owner of any Separate Notes tendered herewith in physical form or a participant in The Depository Trust Company (“DTC”) and the beneficial owner of any Separate Notes tendered herewith by book-entry transfer to your account at DTC, (ii) agrees to be bound by the terms and conditions of Section 5.02(a)(ii) and 5.02(c)(i), as applicable, of the Agreement and (iii) acknowledges and agrees that after the close of business on the second Business Day immediately preceding the first of the three sequential Remarketing Dates of the Applicable Remarketing Period, such election shall become an irrevocable election to

L-1

have such Separate Notes remarketed in each Remarketing, and that the Separate Notes tendered herewith will only be returned in the event of a Failed Remarketing.

Date:	By:
		Name:
		Title
	Signature Guarantee:
Name
	Social Security or other Taxpayer Identification Number, if any
Address
DTC Participant No.

L-2

A.            PAYMENT INSTRUCTIONS

Proceeds of a Successful Remarketing should be paid by check in the name of the person(s) set forth below and mailed to the address set forth below.

Name(s)
	(Please Print)
Address
	(Please Print)
	(Zip Code)
(Tax Identification or Social Security Number)

B.            DELIVERY INSTRUCTIONS

In the event of a Failed Remarketing, Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below.

Name(s)
	(Please Print)
Address
	(Please Print)
	(Zip Code)
(Tax Identification or Social Security Number)

In the event of a Failed Remarketing, Notes which are in book-entry form should be credited to the account at The Depository Trust Company set forth below.

DTC Account Number

Name of Account Party:

L-3

EXHIBIT M

INSTRUCTION TO CUSTODIAL AGENT REGARDING

WITHDRAWAL FROM REMARKETING

The Bank of New York Mellon,

as Custodial Agent

101 Barclay Street, Floor 8W

New York, New York 10286

Telephone: (212) 815-5360

Facsimile: (212) 815-5704

Attention: Corporate Trust Administration

Re:Senior Notes Due 2014 of Assured Guaranty US Holdings Inc.  (the “Company”).

The undersigned hereby notifies you in accordance with Section 5.02(a)(ii) of the Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (the “Agreement”), between the Assured Guaranty Ltd. and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time, that the undersigned elects to withdraw the $             aggregate principal amount of Separate Notes delivered to you for Remarketing pursuant to Section 5.02(a)(ii) of the Agreement.  The undersigned hereby instructs you to return such Separate Notes to the undersigned in accordance with the undersigned’s instructions.  With this notice, the Undersigned hereby agrees to be bound by the terms and conditions of Section 5.02(a)(ii) of the Agreement.  Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

Date:	By:
		Name:
		Title
	Signature Guarantee:
Name
	Social Security or other Taxpayer Identification Number, if any
Address
DTC Participant No.

M-1

B.            DELIVERY INSTRUCTIONS

In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below.

Name(s)
	(Please Print)
Address
	(Please Print)
	(Zip Code)
(Tax Identification or Social Security Number)

In the event of a withdrawal of Separate Notes from a Remarketing, Separate Notes which are in book-entry form should be credited to the account at The Depository Trust Company to the person(s) set forth below.

DTC Account Number

Name of Account Party:

M-2

EXHIBIT N

NOTICE OF CASH SETTLEMENT AFTER FAILED FINAL REMARKETING

The Bank of New York Mellon

101 Barclay Street, Floor 8W

New York, New York 10286

Telephone: (212) 815-5360

Facsimile: (212) 815-5704

Attention: Corporate Trust Administration

Re:Corporate Units of Assured Guaranty Ltd., a Bermuda company (the “Company”).

The undersigned Holder hereby irrevocably notifies you in accordance with Section 5.02 of the Purchase Contract and Pledge Agreement, dated as of June 24, 2009 (the “Purchase Contract and Pledge Agreement”; unless otherwise defined herein, terms defined in the Purchase Contract and Pledge Agreement are used herein as defined therein), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time, that such Holder has elected to pay to the Securities Intermediary for deposit in the Collateral Account, prior to or on 4:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers’ check or wire transfer, in immediately available funds payable to or upon order of the Securities Intermediary), $          as the Purchase Price for the Common Shares issuable to such Holder by the Company with respect to             Purchase Contracts on the Purchase Contract Settlement Date.  The undersigned Holder hereby instructs you to notify promptly the Collateral Agent of the undersigned Holders’ election to settle the Purchase Contracts related to such Holders’ Corporate Units with separate cash.

Dated:
	Signature
	Signature
	Guarantee:

Please print name and address of Registered Holder:

DTC Participant No.

N-1

EXHIBIT O

NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT

(Settlement with Separate Cash)

The Bank of New York Mellon,

as Collateral Agent

101 Barclay Street, Floor 8W

New York, New York  10286

Telephone:  (212) 815-5360

Facsimile:  (212) 815-5704

Attention:  Corporate Trust Administration

Re:Corporate Units of Assured Guaranty Ltd. (the “Company”).

Please refer to the Purchase Contract and Pledge Agreement dated as of June 24, 2009 (the “Agreement”), between the Company and The Bank of York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time.  Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

In accordance with Section 5.02(c)(ii) of the Agreement, we hereby notify you that that the Holder of Corporate Units named below (the “Holder”) has elected to settle the           Purchase Contracts related to its Pledged Applicable Ownership Interests in Notes with $          of separate cash prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date (in lawful money of the United States by certified or cashiers check or wire transfer, in immediately available funds payable to or upon the order of the Securities Intermediary) and has delivered to the undersigned a notice to that effect.

We hereby request that you, upon confirmation that the Purchase Price has been paid by the Holder to the Securities Intermediary in accordance with Section 5.02(c)(ii) of the Agreement in lieu of exercise of such Holder’s Put Right, give us notice of the receipt of such payment and (A) promptly invest the separate cash received in Permitted Investments consistent with the instructions of the Company as provided in Section 5.02(b)(v) of the Agreement with respect to Cash Settlement, (B) promptly release from the Pledge the Notes underlying the Applicable Ownership Interest in Notes related to the Corporate Units as to which such Holder has paid such separate cash; and (C) promptly Transfer all such Notes to us for distribution to such Holder, in each case free and clear of the Pledge created by the Agreement

Dated:	THE BANK OF NEW YORK MELLON,
	as Purchase Contract Agent and attorney-in-fact of the Holders from time to time of the Units

O-1

By:
	Name:
	Title:  Authorized Signatory

Please print name and address of Holder electing to settle with separate cash:

Name:	Social Security or other Taxpayer Identification Number, if any
Address:
DTC Participant No.

M-2

EXHIBIT P

NOTICE OF SETTLEMENT WTH SEPARATE CASH FROM SECURITIES INTERMEDIARY TO PURCHASE CONTRACT AGENT

(Settlement with Separate Cash)

The Bank of New York Mellon,

as Purchase Contract Agent

101 Barclay Street, Floor 8W

New York, New York 10286

Telephone: (212) 815-5360

Facsimile: (212) 815-5704

Attention: Corporate Trust Administration

Re:Corporate Units of Assured Guaranty Ltd. (the “Company”).

Please refer to the Purchase Contract and Pledge Agreement, dated as of June 24 , 2009 (the “Agreement”), between the Company and The Bank of New York Mellon, as Collateral Agent, as Custodial Agent, as Securities Intermediary, as Purchase Contract Agent and as attorney-in-fact for the Holders of Corporate Units and Treasury Units from time to time.  Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement.

In accordance with Section 5.02(c)(ii) of the Agreement, we hereby notify you that as of 4:00 p.m., New York City time, on the Business Day immediately preceding June 1, 2012 (the “Purchase Contract Settlement Date”), (i) we have received from           $          in immediately available funds paid in an aggregate amount equal to the Purchase Price due to the Company on the Purchase Contract Settlement Date with respect to           Corporate Units and (ii) based on the funds received set forth in clause (i) above, an aggregate principal amount of $          of Notes underlying the related Pledged Applicable Ownership Interests in Notes are to be released from the Pledge and Transferred to you.

Dated:	THE BANK OF NEW YORK MELLON,
	as Securities Intermediary
	By:
		Name:
		Title:  Authorized Signatory

P-1

EX-5.1

Exhibit 5.1

June 23, 2009

Assured Guaranty Ltd. 30 Woodbourne Avenue Hamilton HM 08 Bermuda DIRECT LINE: E-MAIL: OUR REF: YOUR REF:   441-299-4923 cggarrod@cdp.bm CGG\kap\Corpdoc 289696/328554

Dear Sirs

Assured Guaranty Ltd. (the “Company”)

We have acted as special legal counsel in Bermuda to the Company in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 (No. 333-152892) (the “Registration Statement”) and in connection with the issuance and sale of 44,250,000 common shares, par value U.S.$0.01 per share (the “Common Shares”) of the Company as described in the prospectus supplement, dated June 18, 2009 (the “Common Share Prospectus Supplement”) and 3,450,000 equity units (the “Equity Units”) of the Company as described in the prospectus supplement, dated June 18, 2009 (the “Equity Units Prospectus Supplement”).

Each Equity Unit will consist of (a) a purchase contract (each, a “Purchase Contract”) to be issued pursuant to the Purchase Contract and Pledge Agreement (the “Purchase Contract and Pledge Agreement”), to be dated June 24, 2009, among the Company, The Bank of New York Mellon, as collateral agent, custodial agent and securities intermediary, and The Bank of New York Mellon, as purchase contract agent (the “Purchase Contract Agent”),and (b) a 1/20th or 5.0% undivided beneficial ownership interest in a senior note of the Company’s subsidiary, Assured Guaranty US Holdings Inc. (“AG US”).

The Notes will be issued pursuant to an indenture, dated as of May 1, 2004 (the “Base Indenture”), between AG US, the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), as supplemented by the first supplemental indenture, to be dated as of June 24, 2009 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between AG US, the Company and the Trustee and fully and unconditionally guaranteed (the “Guarantees”) by the Company.

The Purchase Contract and Pledge Agreement, Indenture, Purchase Contracts and Guarantees are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

For the purposes of giving this opinion, we have examined copies of the Registration Statement, the Purchase Contract and Pledge Agreement, the Base Indenture and the Supplemental Indenture, including the Guarantees. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Assistant Secretary of the Company on June 23, 2009, a certified copies of resolutions of the board of directors of the Company dated December 10, 2007 and May 7, 2009(together, the “Minutes”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention,  (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein and (f) that upon issue of any shares the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof.

The obligations of the Company under the Documents (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors; (b) will be subject to statutory limitation of the time within which proceedings may be brought; (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available; (d) may not be given effect to by a Bermuda court[, whether or not it was applying the Foreign Laws,] if and to the extent they constitute the payment of an amount which is in the nature of a penalty and not in the nature of liquidated damages; (e) may not be given effect by a Bermuda court to the extent that they are to be performed in a jurisdiction outside Bermuda and such performance would be illegal under the laws of that jurisdiction.  Notwithstanding any contractual submission to the jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.

We express no opinion as to the enforceability of any provision of the Documents which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.  This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the

2

offering of the Shares by the Company and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

1.The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

2.When issued and paid for as contemplated by the Registration Statement, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

3.The Company has taken all corporate action required to authorise its execution, delivery and performance of the Indenture, including the Guarantees, the Purchase Contract and Pledge Agreement and the Purchase Contracts.  The Indenture, including the Guarantees, has been duly executed and delivered by or on behalf of the Company, and constitutes the valid and binding obligations of the Company in accordance with the terms thereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Legal Matters” and “Enforceability of Civil Liabilities under United States Federal Securities Laws and Other Matters” in the prospectus forming part of the Registration Statement.  In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully

CONYERS DILL & PEARMAN

3

EX-5.2

Exhibit 5.2

	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, Illinois 60606-4637
	Main Tel +1 312 782 0600
	Main Fax +1 312 701 7711
June 23, 2009	www.mayerbrown.com
Assured Guaranty Ltd.
30 Woodbourne Avenue
Hamilton HM08
Bermuda
Assured Guaranty US Holdings Inc.
1325 Avenue of the Americas
New York, New York 10019

Ladies and Gentlemen:

We have acted as counsel to Assured Guaranty US Holdings Inc. (the “Note Issuer”) and U.S. counsel to assured Guaranty Ltd. (the “Unit Issuer” and, together with the Note Issuer, the “Issuers”) in connection with the issuance of 3,450,000 equity units (the “Equity Units”) of the Unit Issuer

Each Equity Unit initially consists of (i) a purchase contract (each, a “Purchase Contract”) to be issued pursuant to the Purchase Contract and Pledge Agreement (the “Purchase Contract and Pledge Agreement”), to be dated June 24, 2009, among the Unit Issuer, The Bank of New York Mellon, as collateral agent, custodial agent and securities intermediary, and The Bank of New York Mellon, as purchase contract agent (the “Purchase Contract Agent”), and (ii) a 1/20, or 5.0%, undivided beneficial ownership interest in $1,000 principal amount of the 8 1/2% senior notes due June 1, 2014 (the “Notes”).

The Notes will be issued pursuant to an indenture, dated as of May 1, 2004 (the “Base Indenture”), between the Note Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), as supplemented by the first supplemental indenture, to be dated as of June 24, 2009 (the “Supplemental Indenture”), between the Note Issuer and the Trustee and fully and unconditionally guaranteed (the “Guarantees”) by the Unit Issuer.

In rendering the opinions expressed herein, we have examined (i) the form of the Purchase Contract and Pledge Agreement, (ii) an executed copy of the Base Indenture, (iii) the form of the Supplemental Indenture and (iv) the form of the global certificate representing the Notes.  We have also examined such other documents and instruments and have made such further investigations as we have deemed necessary or appropriate in connection with this opinion.

In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the

Mayer Brown LLP operates in combination with our associated English limited liability partnership

and Hong Kong partnership (and its associated entities in Asia).

authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.  As to all parties, we have assumed the due authorization, execution and delivery of all documents and the validity and enforceability thereof against all parties thereto, other than the Issuer, in accordance with their respective terms.

As to matters of fact (but not as to legal conclusions), to the extent we deemed proper, we have relied on certificates of responsible officers of the Issuers and of public officials and on the representations, warranties and agreements of the Issuers contained in the underwriting agreement with respect to the issuance of the Equity Units.

Based upon and subject to the foregoing, and having regard for legal considerations which we deem relevant, we are of the opinion that:

(i)           the Note Issuer is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation;

(ii)          the Indenture has been duly authorized, executed and delivered by the Note Issuer and, assuming the due authorization, execution and delivery thereof by the Unit Issuer, the Indenture constitutes a legal, valid and binding obligation of the Issuers, enforceable against the Issuers in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law);

(iii)          the Notes have been duly authorized by the Note Issuer and, when duly executed and delivered by the Note Issuer, authenticated by the Trustee in accordance with the terms of the Indenture and delivered to and paid for by the underwriters thereof in accordance with the terms of this Agreement, will constitute legal, valid and binding obligations of the Note Issuer, entitled to the benefits of the Indenture and enforceable against the Note Issuer in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law);

(iv)          assuming the Guarantees have been duly authorized, executed and delivered by the Unit Issuer, the Guarantees constitute legal, valid and binding obligations of the Unit Issuer enforceable against the Unit Issuer in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect

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of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law);

(v)           assuming the due authorization thereof by the Unit Issuer, when the Purchase Contract and Pledge Agreement has been duly executed and delivered by the Unit Issuer and the Contract Purchase Agent, the Purchase Contract and Pledge Agreement will constitute a legal, valid and binding obligation of the Unit Issuer, enforceable against the Unit Issuer in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and

(vi)          assuming the due authorization thereof by the Unit Issuer, when the Corporate Units have been duly executed and delivered by the Unit Issuer and by the Purchase Contract Agent on behalf of the holders thereof, authenticated by the Purchase Contract Agent and delivered to and paid for by the underwriters thereof, the Corporate Units will constitute legal, valid and binding obligations of the Unit Issuer, enforceable against the Unit Issuer in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

We are admitted to practice in the States of Illinois and New York and our opinions expressed herein are limited solely to the Federal laws of the United States of America and the laws of the States of Illinois and New York and the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware constitution and reported judicial decisions interpreting these laws, and we express no opinion herein concerning the laws of any other jurisdiction.

This letter speaks as of the date hereof.  We assume no obligation to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.

We hereby consent to the incorporation by reference of this opinion as an exhibit to the Registration Statement on Form S-3 (No. 333-152892) of the Issuers and to all references to this firm in such Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

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Sincerely,

Mayer Brown LLP

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EX-8.1

Exhibit 8.1

June 23, 2009

Assured Guaranty Ltd.	DIRECT LINE:	441-299 4923
30 Woodbourne Avenue	E-MAIL:	chris.garrod@conyersdillandpearman.com
Hamilton HM08	OUR REF:	328554/
Bermuda	YOUR REF:

Dear Sirs:

Assured Guaranty Ltd. (the “Company”)

We have acted as special legal counsel in Bermuda to the Company in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 (No. 333-152892) (the “Registration Statement”) and in connection with the issuance and sale of 44,250,000 common shares, par value U.S.$0.01 per share (the “Common Shares”) of the Company as described in the prospectus supplement, dated June 18, 2009 (the “Common Share Prospectus Supplement”) and 3,450,000 equity units (the “Equity Units”) of the Company as described in the prospectus supplement, dated June 18, 2009 (the “Equity Units Prospectus Supplement”).

For the purposes of giving this opinion, we have examined a copy of (i) the Registration Statement, (ii) the Common Share Prospectus Supplement and (iii) the Equity Units Prospectus Supplement.  We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Assistant Secretary of the Company on June 23, 2009, copies of resolutions of the board of directors of the Company dated December 10, 2007 and May 7, 2009 (together, the “Minutes”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention,  (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted

and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.  This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.  This opinion is issued solely for the purpose of the filing of the Registration Statement and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

1.The statements under the caption “Material Tax Consideration—Bermuda Taxation” in the Common Share Prospectus Supplement, to the extent that they constitute statements of Bermuda law, are accurate in all material respects and that such statements constitute our opinion

2.The statements under the caption “Material Tax Consideration—Bermuda Taxation” in the Equity Units Prospectus Supplement, to the extent that they constitute statements of Bermuda law, are accurate in all material respects and that such statements constitute our opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Legal Matters” and “Enforceability of Civil Liabilities under United States Federal Securities Laws and Other Matters” in the prospectus forming part of the Registration Statement.  In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully

CONYERS DILL & PEARMAN

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EX-8.2

Exhibit 8.2

	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, Illinois 60606-4637
	Main Tel +1 312 782 0600
	Main Fax +1 312 701 7711
June 23, 2009	www.mayerbrown.com

Assured Guaranty Ltd.

30 Woodbourne Avenue

Hamilton HM08

Bermuda

Assured Guaranty US Holdings Inc.

1325 Avenue of the Americas

New York, New York 10019

Ladies and Gentlemen:

We have acted as counsel to Assured Guaranty US Holdings Inc. (“AGUS”) and U.S. counsel to Assured Guaranty Ltd. (the “Company” and, together with AGUS, the “Issuers”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 (No. 333-152892) (the “Registration Statement”) and in connection with the issuance and sale of 44,250,000 common shares, par value U.S.$0.01 per share (the “Common Shares”) of the Company as described in the prospectus supplement, dated June 18, 2009 (the “Common Share Prospectus Supplement”) and 3,450,000 equity units (the “Equity Units”) of the Company as described in the prospectus supplement, dated June 18, 2009 (the “Equity Units Prospectus Supplement”)

In rendering the opinions expressed herein, we have examined (i) the Registration Statement, (ii) the Common Share Prospectus Supplement, (iii) the Equity Units Prospectus Supplement, (iv) the Company’s Bye-laws (the “Bye-laws”) and (v) the Company’s Memorandum of Association (the “Memorandum”) and Articles of Association (the “Articles”).  We have also examined such other documents and instruments and have made such further investigations as we have deemed necessary or appropriate in connection with this opinion.

In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.

As to matters of fact (but not as to legal conclusions), to the extent we deemed proper, we have relied on certificates of responsible officers of the Company and of public officials.

In rendering the opinions expressed herein, we have assumed that (i) the Company will comply with the provisions of its Bye-laws, Memorandum and Articles and (ii) the Registration Statement, the Bye-laws, the Memorandum and the Articles and such other documents and

Mayer Brown LLP operates in combination with our associated English limited liability partnership

and Hong Kong partnership (and its associated entities in Asia).

materials as we have considered reflect all the material facts relating to the Company and its operations. Our opinion is conditioned upon, among other things, the initial and continuing accuracy and completeness of the facts, information, covenants and representations made to us by the Company. Any change, inaccuracy or material omission in the foregoing could affect our conclusions stated herein.

In rendering the opinions expressed herein, we have relied upon the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder by the U.S. Department of Treasury (the “Regulations”), pertinent judicial authorities, rulings of the Internal Revenue Service (the “IRS”), and such other authorities as we have considered relevant, in each case as in effect on the date hereof. It should be noted that such Code, the Regulations, judicial decisions, administrative interpretations and other authorities are subject to change at any time, perhaps with retroactive effect. A material change in any of the materials or authorities upon which our opinion is based could affect our conclusions state herein.

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

(i)            under current U.S. federal income tax law, the discussion set forth in the Common Share Prospectus Supplement under the heading “Material Tax Considerations-U.S. Federal Income Consequences” constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax considerations relating to the Company and the ownership of the Common Shares by U.S. Persons that are not otherwise excepted in the Registration Statement and who acquire such shares in the offering; and

(ii)           under current U.S. federal income tax law, the discussion set forth in the Equity Units Prospectus Supplement under the heading “Material Tax Considerations-U.S. Federal Income Consequences” constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax considerations relating to the Company and the ownership of the securities described therein by U.S. Persons that are not otherwise excepted in the Registration Statement and who acquire such shares in the offering; and

This opinion is being furnished in connection with the Registration Statement. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law. This opinion is for you benefit and is not to be use, circulated, quoted or otherwise referred to for any purpose, except that you may refer to this opinion in the Registration Statement. Investors should consult their own tax advisors as to the particular tax consequences to them of an investment in the Common Shares, including the effect and the applicability of state, local or foreign tax laws. Any variation or difference in any fact from those set forth, referenced or assumed either herein or in the Registration Statement may affect the

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conclusions stated herein. In addition, there can be no assurance that the IRS will not assert contrary positions.

We hereby consent to the incorporation by reference of this opinion as an exhibit to the Registration Statement on Form S-3 (No. 333-152892) of the Issuers and to all references to this firm in such Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

Sincerely,

Mayer Brown LLP

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