0001104659-09-038003 Sample Contracts

AGREEMENT AND AMENDMENT
Agreement and Amendment • June 12th, 2009 • Assured Guaranty LTD • Surety insurance • New York

This agreement and amendment is entered into as of June 9, 2009 (this “Agreement and Amendment”), between Dexia Holdings, Inc., a Delaware corporation (“Seller”), Dexia Credit Local S.A., a French share company licensed as a bank under French law (“Seller’s Parent”), and Assured Guaranty Ltd., a Bermuda company (“Buyer”).

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SECOND AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • June 12th, 2009 • Assured Guaranty LTD • Surety insurance • New York

This second amendment to investment agreement is entered into as of June 10, 2009 (this “Second Amendment”), between Assured Guaranty Ltd., a Bermuda company (the “Company”), and WLR Recovery Fund IV, L.P., a Delaware limited partnership (the “Investor”).

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