ASSURED GUARANTY LTD — Director's Dealing 2014

May 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSURED GUARANTY LTD (AGO)
CIK: 0001273813
Period of Report: 2014-05-06

Reporting Person: ROSS WILBUR L JR (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-06	Common Stock	F	402	$23.43	Disposed	15064	Direct
2014-05-07	Common Stock	A	4170	—	Acquired	19234	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10848183	Indirect

Footnotes

F1: Common Shares being withheld to pay tax liability.

F2: Restricted stock awarded to non-management directors as an annual retainer equity award pursuant to the Assured Guaranty Ltd. 2004 Long Term Incentive Plan, which become non-forfeitable on the day immediately prior to the 2015 annual shareholders meeting.

F3: These shares are held by the following funds: 9,027,115 by WLR Recovery Fund IV, L.P. ("Fund IV"), 737,676 by WLR Recovery Fund III L.P. ("Fund III"), 615,345 by WLR AGO Co-Invest, L.P. ("Co-Invest Fund"), 437,030 by WLR/GS Master Co-Investment, L.P. ("WLR/GS Fund") and 31,017 by WLR IV Parallel ESC, L.P. ("Parallel Fund"). Mr. Ross is the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P., the managing member of WLR Recovery Associates IV LLC (the general partner of Fund IV and Co-Invest Fund), WLR Recovery Associates III LLC (the general partner of Fund III) and WLR Master Co-Investment GP, LLC (the general partner of WLR/GS Fund). (Continued in footnote 4)

F4: Accordingly, Mr. Ross, El Vedado, LLC, and WL Ross Group, L.P. can be deemed to share voting and dispositive power over the shares held directly by Fund IV, Co-Invest Fund, Fund III and WLR/GS Fund. Invesco WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement whereby Parallel Fund will invest on a pro rata basis in the same investments as Fund IV. Accordingly, Mr. Ross, El Vedado, LLC, and WL Ross Group, L.P. can be deemed to share voting and dispositive power over the shares held directly by Parallel Fund.