ASSURED GUARANTY LTD — Director's Dealing 2012

Feb 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSURED GUARANTY LTD (AGO)
CIK: 0001273813
Period of Report: 2012-02-09

Reporting Person: Albert Howard (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-09	Common Shares	F	1446	$17.44	Disposed	102945.8117	Direct
2012-02-09	Common Shares	D	.0258	$17.44	Disposed	102945.7859	Direct
2012-02-09	Common Shares	A	2601	—	Acquired	105546.7859	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-09	Employee Stock Options	$17.44	A	5547	Acquired	2019-02-09	Common Shares (5547)	Direct
2012-02-09	Performance Share Units	$	A	3387	Acquired		Common Shares (3387)	Direct

Footnotes

F1: Common Shares being withheld to pay tax liability.

F2: Represents cash settlement of a fraction of a restricted stock unit granted pursuant to the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the "Plan") which meets the requirements of Rule 16b-3.

F3: Restricted stock units awarded pursuant to the Plan. With limited exceptions, the restricted stock units vest on 2/9/2015, assuming that the holder remains employed at such time. Upon vesting, one Common Share will be delivered for each vested restricted stock unit.

F4: Stock options awarded pursuant to the Plan. With limited exceptions, the options become exercisable, if at all, at the end of the performance period (1/1/12 to 12/31/2014), assuming that the holder remains employed at such time, based on the Company's Common Share price using the highest 40-day average stock price during the performance period as follows: 100% if the share price reaches $30; 50% if the share price reaches $24; and 35% if the share price reaches $18 (with interpolation between those prices). If the share price does not reach $18, none of the options will vest.

F5: Total includes options from other tranches with different exercise prices, vesting terms and expiration dates.

F6: Performance share units awarded pursuant to the Plan. Each performance share unit represents a contingent right to receive one Common Share of the Company. With limited exceptions, the performance share units vest, if at all, at the end of the performance period (1/1/12 to 12/31/2014), assuming that the holder remains employed at such time, based on the Company's Common Share price using the highest 40-day average stock price during the three year performance period as follows: 200% if the share price reaches $30; 100% if the share price reaches $24; and 35% if the share price reaches $18 (with interpolation between those prices). If the share price does not reach $18, none of the performance share units will vest.

F7: To the extent unvested performance share units do not become vested units at the end of the applicable performance period as described above, such unvested performance share units will expire at the end of such performance period. Upon vesting, one Common Share will be delivered for each vested performance share unit.