Common use of Early Settlement Upon a Fundamental Change Clause in Contracts

Early Settlement Upon a Fundamental Change. The following table sets forth the “fundamental change early settlement rate” (as defined in the Preliminary Prospectus Supplement) per Purchase Contract for each stock price and effective date set forth below: Effective Date Stock Price May 11, 2012 May 15, 2013 May 15, 2014 May 15, 2015 $2.00 4.8578 5.0552 5.2511 5.3879 $3.00 4.7564 4.9290 5.1597 5.3879 $4.00 4.6546 4.7786 4.9583 5.3879 $4.64 4.5867 4.7038 4.8346 5.3879 $5.00 4.5883 4.6706 4.7764 5.0000 $5.45 4.5689 4.6373 4.7170 4.5855 $6.00 4.5519 4.6070 4.6633 4.5855 $7.00 4.5348 4.5741 4.6065 4.5855 $8.00 4.5290 4.5593 4.5823 4.5855 $9.00 4.5293 4.5542 4.5736 4.5855 $10.00 4.5327 4.5541 4.5716 4.5855 $11.00 4.5375 4.5563 4.5722 4.5855 $12.00 4.5427 4.5593 4.5735 4.5855 $13.00 4.5477 4.5625 4.5750 4.5855 $14.00 4.5525 4.5655 4.5764 4.5855 $16.00 4.5608 4.5707 4.5786 4.5855 $18.00 4.5674 4.5747 4.5803 4.5855 $20.00 4.5725 4.5778 4.5816 4.5855 The exact stock price and effective date may not be set forth in the table above, in which case: if the stock price is between two stock prices 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 fundamental change early settlement rates set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year; if the stock price is greater than $20.00 per share (subject to adjustment in the same manner as the stock prices set forth in the table above), the fundamental change early settlement rate will be the Minimum Settlement Rate; or if the stock price is less than $2.00 per share (subject to adjustment in the same manner as the stock prices set forth in the table above) (the “minimum stock price”), the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two effective dates in the table. The maximum number of shares of common stock deliverable under a purchase contract is 5.3879, subject to adjustment in the same manner as the fixed settlement rates as set forth under “Description of the purchase contracts—Adjustments to the fixed settlement rates” in the Preliminary Prospectus Supplement. Initial Principal Amount of Amortizing Notes: $4.075312 per amortizing note $35,862,746 in aggregate (or $40,753,120 if the underwriters exercise their option to purchase additional tMEDS in full).

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 early settlement rate” (as defined in the Preliminary Prospectus Supplement) rate per Purchase Contract for each stock price 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 date set forth below: Effective Date Stock Price May 11, 2012 May 15, 2013 May 15, 2014 May 15, 2015 $2.00 4.8578 5.0552 5.2511 5.3879 $3.00 4.7564 4.9290 5.1597 5.3879 $4.00 4.6546 4.7786 4.9583 5.3879 $4.64 4.5867 4.7038 4.8346 5.3879 $5.00 4.5883 4.6706 4.7764 5.0000 $5.45 4.5689 4.6373 4.7170 4.5855 $6.00 4.5519 4.6070 4.6633 4.5855 $7.00 4.5348 4.5741 4.6065 4.5855 $8.00 4.5290 4.5593 4.5823 4.5855 $9.00 4.5293 4.5542 4.5736 4.5855 $10.00 4.5327 4.5541 4.5716 4.5855 $11.00 4.5375 4.5563 4.5722 4.5855 $12.00 4.5427 4.5593 4.5735 4.5855 $13.00 4.5477 4.5625 4.5750 4.5855 $14.00 4.5525 4.5655 4.5764 4.5855 $16.00 4.5608 4.5707 4.5786 4.5855 $18.00 4.5674 4.5747 4.5803 4.5855 $20.00 4.5725 4.5778 4.5816 4.5855 The exact stock price and effective date dates may not be set forth in the table above, in which case: if case · If the stock share price is between two stock prices 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 fundamental change early settlement rates number of shares set forth for the higher and lower stock prices share price amounts and the earlier and later effective dates, as applicable, based on a 365-day year; if . · If the stock share price is greater than $20.00 100.00 per share (subject to adjustment in the same manner as the stock prices set forth in the table aboveadjustment), the fundamental change early settlement rate will be the Minimum Settlement Rate; or if minimum settlement rate. · If the stock share price is less than $2.00 6.00 per share (subject to adjustment in the same manner as the stock prices set forth in the table above) (the “minimum stock price”adjustment), the fundamental change early settlement rate will be determined as if the stock price equaled maximum settlement rate. The Issuers have filed with the minimum stock priceSecurities 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 using straight line interpolationAssured Guaranty Ltd. filed a preliminary prospectus supplement dated June 16, as described 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 XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies may be obtained by calling Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated toll-free at 0-000-000-0000 (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 first bullet 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 this paragraph, if Opinion of Counsel for the effective date is between two effective dates in Issuers] Opinion of counsel for the table. The maximum number of shares of common stock deliverable under a purchase contract is 5.3879, subject Issuers to adjustment in the same manner as the fixed settlement rates as set forth under “Description be delivered pursuant to Section 5(e)(i) of the purchase contracts—Adjustments Underwriting Agreement. References to the fixed settlement rates” Prospectus in this Exhibit A include any supplements thereto at the Preliminary Prospectus Supplement. Initial Principal Amount of Amortizing Notes: $4.075312 per amortizing note $35,862,746 in aggregate (or $40,753,120 if the underwriters exercise their option to purchase additional tMEDS in full)Closing Date.

Early Settlement Upon a Fundamental Change. The following table sets forth the “fundamental change early settlement rate” (as defined in the Preliminary Prospectus Supplement) per Purchase Contract purchase contract for each stock price and effective date set forth below: Effective Date Stock Price May 11, 2012 May 15, 2013 May 15November 21, 2014 May 15December 1, 2015 December 1, 2016 December 1, 2017 $2.00 4.8578 5.0552 5.2511 5.3879 $3.00 4.7564 4.9290 5.1597 5.3879 $4.00 4.6546 4.7786 4.9583 5.3879 $4.64 4.5867 4.7038 4.8346 5.3879 2.50 4.8994 5.0653 5.1276 5.2247 $5.00 4.5883 4.6706 4.7764 4.8216 4.9997 5.1130 5.2247 $8.00 4.7438 4.9341 5.0984 5.2247 $11.00 4.6660 4.8685 5.0838 5.2247 $15.00 4.5197 4.6890 4.9172 5.2247 $19.14 4.4126 4.5277 4.6795 5.2247 $20.00 4.3977 4.5029 4.6374 5.0000 $5.45 4.5689 4.6373 4.7170 4.5855 21.00 4.3832 4.4780 4.5939 4.7619 $6.00 4.5519 4.6070 4.6633 4.5855 22.49 4.3666 4.4481 4.5405 4.4465 $7.00 4.5348 4.5741 4.6065 4.5855 25.00 4.3497 4.4144 4.4792 4.4465 $8.00 4.5290 4.5593 4.5823 4.5855 27.00 4.3437 4.3990 4.4509 4.4465 $9.00 4.5293 4.5542 4.5736 4.5855 30.00 4.3429 4.3887 4.4304 4.4465 $10.00 4.5327 4.5541 4.5716 4.5855 35.00 4.3530 4.3897 4.4240 4.4465 $11.00 4.5375 4.5563 4.5722 4.5855 40.00 4.3678 4.3987 4.4273 4.4465 $12.00 4.5427 4.5593 4.5735 4.5855 45.00 4.3822 4.4082 4.4312 4.4465 $13.00 4.5477 4.5625 4.5750 4.5855 50.00 4.3946 4.4161 4.4342 4.4465 $14.00 4.5525 4.5655 4.5764 4.5855 55.00 4.4047 4.4223 4.4363 4.4465 $16.00 4.5608 4.5707 4.5786 4.5855 $18.00 4.5674 4.5747 4.5803 4.5855 $20.00 4.5725 4.5778 4.5816 4.5855 65.00 4.4193 4.4307 4.4393 4.4465 The exact stock price and effective date may not be set forth in the table above, in which case: • if the stock price is between two stock prices 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 fundamental change early settlement rates set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year; • if the stock price is greater than $20.00 65.00 per share (subject to adjustment in the same manner as the stock prices set forth in the table above), the fundamental change early settlement rate will be the Minimum Settlement Rate; or • if the stock price is less than $2.00 2.50 per share (subject to adjustment in the same manner as the stock prices set forth in the table above) (the “minimum stock price”), the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two effective dates in the table. The maximum number of shares of common stock Class A Common Stock deliverable under a purchase contract is 5.38795.2247, subject to adjustment in the same manner as the fixed settlement rates as set forth under “Description of the purchase contractsPurchase Contracts—Adjustments to the fixed settlement ratesFixed Settlement Rates” in the Preliminary Prospectus Supplement. Initial Principal Amount of Amortizing Notes: $4.075312 18.01 per amortizing note $35,862,746 18,014,500 in aggregate (or $40,753,120 20,716,675 if the underwriters exercise their option to purchase additional tMEDS Units in full).

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 early settlement rate” (as defined in the Preliminary Prospectus Supplement) rate per Purchase Contract for each stock price 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 date set forth below: Effective Date Stock Price May 11, 2012 May 15, 2013 May 15, 2014 May 15, 2015 $2.00 4.8578 5.0552 5.2511 5.3879 $3.00 4.7564 4.9290 5.1597 5.3879 $4.00 4.6546 4.7786 4.9583 5.3879 $4.64 4.5867 4.7038 4.8346 5.3879 $5.00 4.5883 4.6706 4.7764 5.0000 $5.45 4.5689 4.6373 4.7170 4.5855 $6.00 4.5519 4.6070 4.6633 4.5855 $7.00 4.5348 4.5741 4.6065 4.5855 $8.00 4.5290 4.5593 4.5823 4.5855 $9.00 4.5293 4.5542 4.5736 4.5855 $10.00 4.5327 4.5541 4.5716 4.5855 $11.00 4.5375 4.5563 4.5722 4.5855 $12.00 4.5427 4.5593 4.5735 4.5855 $13.00 4.5477 4.5625 4.5750 4.5855 $14.00 4.5525 4.5655 4.5764 4.5855 $16.00 4.5608 4.5707 4.5786 4.5855 $18.00 4.5674 4.5747 4.5803 4.5855 $20.00 4.5725 4.5778 4.5816 4.5855 The exact stock price and effective date dates may not be set forth in the table above, in which case: if case · If the stock share price is between two stock prices 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 fundamental change early settlement rates number of shares set forth for the higher and lower stock prices share price amounts and the earlier and later effective dates, as applicable, based on a 365-day year; if . · If the stock share price is greater than $20.00 100.00 per share (subject to adjustment in the same manner as the stock prices set forth in the table aboveadjustment), the fundamental change early settlement rate will be the Minimum Settlement Rate; or if minimum settlement rate. · If the stock share price is less than $2.00 6.00 per share (subject to adjustment in the same manner as the stock prices set forth in the table above) (the “minimum stock price”adjustment), the fundamental change early settlement rate will be determined as if the stock price equaled maximum settlement rate. The Issuers have filed with the minimum stock priceSecurities 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 using straight line interpolationAssured Guaranty Ltd. filed a preliminary prospectus supplement dated June 16, as described 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 XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies may be obtained by calling Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated toll-free at 0-000-000-0000 (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 first bullet 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 this paragraph, if Opinion of Counsel for the effective date is between two effective dates in Issuer] Opinion of counsel for the table. The maximum number of shares of common stock deliverable under a purchase contract is 5.3879, subject Issuer to adjustment in the same manner as the fixed settlement rates as set forth under “Description be delivered pursuant to Section 5(e)(i) of the purchase contracts—Adjustments Underwriting Agreement. References to the fixed settlement rates” Prospectus in this Exhibit A include any supplements thereto at the Preliminary Prospectus Supplement. Initial Principal Amount of Amortizing Notes: $4.075312 per amortizing note $35,862,746 in aggregate (or $40,753,120 if the underwriters exercise their option to purchase additional tMEDS in full)Closing Date.