1273813--2/26/2009--ASSURED_GUARANTY

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{loss, insurance, financial}

{provision, law, control}

{debt, indebtedness, cash}

{condition, economic, financial}

{capital, credit, financial}

{acquisition, growth, future}

{financial, litigation, operation}

{regulation, change, law}

{stock, price, share}

{investment, property, distribution}

{gas, price, oil}

{operation, international, foreign}

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{competitive, industry, competition}

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Risks Related to Our Company A downgrade of the financial strength or financial enhancement ratings of any of our insurance subsidiaries would adversely affect our business and prospects and, consequently, our results of operations and financial condition. If the current difficult conditions in the national and world-wide financial markets continue for an extended period or intensify, our business, liquidity, financial condition and stock price may be adversely affected. We may require additional capital in the future, including soft capital and liquidity, which may not be available or may be available only on unfavorable terms. An increase in our subsidiaries' risk-to-capital ratio or leverage ratio may prevent them from writing new insurance. Our reinsurance business is primarily dependent on facultative cessions and portfolio opportunities which may not be available to us in the future. Recent adverse developments in the credit and financial guaranty markets have substantially increased uncertainty in our business and may materially and adversely affect our financial condition, results of operations and future business. Actions taken by the rating agencies with respect to capital models and rating methodology of our business or transactions within our insured portfolio may adversely affect our business, results of operations and financial condition. Loss reserve estimates are subject to uncertainties and loss reserves may not be adequate to cover potential paid claims. Our financial guaranty products may subject us to significant risks from individual or correlated credits. Some of our direct financial guaranty products may be riskier than traditional financial guaranty insurance. Competition in our industry may adversely affect our revenues. New entrants into the financial guaranty industry could have an adverse effect on our prospects either by furthering price competition or by reducing the aggregate demand for our reinsurance as a result of additional insurance capacity. We are dependent on key executives and the loss of any of these executives, or our inability to retain other key personnel, could adversely affect our business. Our business could be adversely affected by Bermuda employment restrictions. We may be adversely affected by interest rate changes affecting the performance of our investment portfolio. The performance of our invested assets affects our results of operations and cash flows. Our net income may be volatile because a portion of the credit risk we assume is in the form of credit derivatives that are accounted for under FAS 133/149/155, which requires that these instruments be marked-to-market quarterly. Changes in tax laws could reduce the demand or profitability of financial guaranty insurance, or negatively impact our investment portfolio. Regulatory change could adversely affect our ability to enter into future business. Our ability to meet our obligations may be constrained by our holding company structure. Our ability to pay dividends may be constrained by certain regulatory requirements and restrictions. There are provisions in our Bye-Laws that may reduce or increase the voting rights of our common shares. There are provisions in our Bye-Laws that may restrict the ability to transfer common shares, and that may require shareholders to sell their common shares. Applicable insurance laws may make it difficult to effect a change of control of the Company. Some reinsurance agreement terms may make it difficult to effect a change of control of the Company Anti-takeover provisions in our Bye-Laws could impede an attempt to replace or remove our directors, which could diminish the value of our common shares. Our foreign companies other than AGRO may be subject to U.S. tax. We may become subject to taxes in Bermuda after 2016, which may have a material adverse effect on our results of operations and on your investment. U.S. Persons who hold 10% or more of our shares directly or through foreign entities may be subject to taxation under the CFC rules. U.S. Persons who hold shares may be subject to U.S. income taxation at ordinary income rates on their proportionate share of our RPII. U.S. Persons who dispose of our shares may be subject to U.S. income taxation at ordinary income tax rates in a portion of their gain, if any. U.S. Persons who hold common shares will be subject to adverse tax consequences if we are considered to be a PFIC for U.S. federal income tax purposes. Changes in U.S. federal income tax law could materially adversely affect an investment in our common shares. The Organization for Economic Cooperation and Development and the European Union are considering measures that might increase our taxes and reduce our net income. Risk Factors Related to the Pending Acquisition of Financial Security Assurance Holdings Ltd. Loss reserve estimates are subject to uncertainties and loss reserves may not be adequate to cover potential paid claims. We may have exposure through financial guaranty insurance policies to FSAH's financial products business which we are not acquiring. We will have substantial credit and liquidity exposure to Dexia. Restrictions on the conduct of FSA's business after the closing will limit Assured's operating and financial flexibility. Although we expect that the acquisition of FSAH will result in benefits to Assured, we may not realize those benefits because of integration difficulties. The acquisition of FSAH is subject to the receipt of consents and approvals from government entities that may not be received or that may impose conditions that could have an adverse effect on Assured following the completion of the acquisition. Subject to certain limitations, Dexia Holdings may sell Assured common shares at any time following the one year anniversary of the acquisition, which could cause our stock price to decrease. You will experience a reduction in percentage ownership and voting power with respect to Assured common shares as a result of the acquisition.

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1273813--2/26/2009--ASSURED_GUARANTY_LTD