MORE THAN 60 DAYS AFTER THE LAST DAY OF AN EIGHTEEN
CONSECUTIVE MONTH PERIOD DURING WHICH THE CORPORATION FAILED TO PAY DIVIDENDS ON
THE PREFERRED STOCK.
THE TERMS OF THE PREFERRED STOCK DIRECTORS SHALL CEASE
UPON THE CORPORATION PAYING DIVIDENDS IN FULL OR THE REDEMPTION OF THE PREFERRED
STOCK AND, AT SUCH TIME, SUCH PREFERRED STOCK DIRECTORS WILL CEASE TO SERVE ON
THE CORPORATION'S BOARD OF DIRECTORS WITHOUT ANY FURTHER ACTION ON THE PART OF
THE BOARD OF DIRECTORS OR THE HOLDERS OF THE PREFERRED STOCK.
(H)
CONVERSION.
THE PREFERRED STOCK MAY NOT BE CONVERTED INTO COMMON
STOCK.
(I)
NOTICE.
ALL NOTICES OR COMMUNICATIONS, UNLESS OTHERWISE
SPECIFIED IN THE RESTATED CHARTER, SHALL BE SUFFICIENTLY GIVEN IF IN WRITING AND
DELIVERED IN PERSON, MAILED BY FIRST-CLASS MAIL, POSTAGE PREPAID, OR TRANSMITTED
BY FACSIMILE, EMAIL OR ANY OTHER STANDARD FORM OF
13
WRITTEN TELECOMMUNICATION TO A HOLDER OF PREFERRED STOCK AT THE ADDRESS OF SUCH
HOLDER SET FORTH IN THE REGISTER.
NOTICE SHALL BE DEEMED GIVEN ON THE EARLIER
OF THE DATE RECEIVED OR THE DATE SEVEN DAYS AFTER WHICH SUCH NOTICE IS MAILED.
(J)
TRANSFER RESTRICTIONS.
THE PREFERRED STOCK MAY ONLY BE SOLD OR
OTHERWISE TRANSFERRED IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH BELOW:
(i) The Preferred Stock shall bear the following legend:
"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") , OR ANY STATE OR
OTHER SECURITIES LAW.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT
IT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF THE SECURITIES ACT
AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND (2) AGREES THAT IT WILL
NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY
PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH ASSURED GUARANTY CORP.
("ASSURED GUARANTY") OR ANY AFFILIATE OF ASSURED GUARANTY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY,
AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION
DATE"), OFFER,
SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (C) PURSUANT