ASSURED GUARANTY LTD — Director's Dealing 2014

Feb 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSURED GUARANTY LTD (AGO)
CIK: 0001273813
Period of Report: 2014-02-05

Reporting Person: MILLS ROBERT B (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-05	Common Shares	A	12781	—	Acquired	242586.5445	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-05	Performance Share Units	$	A	11064	Acquired		Common Shares (11064)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	200	Indirect

Footnotes

F1: Restricted stock units awarded pursuant to the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the "Plan"). With limited exceptions, the restricted stock units vest on 2/5/2017, assuming that the holder remains employed at such time. Upon vesting, one Common Share will be delivered for each vested restricted stock unit.

F2: Total includes 436 shares purchased on 12/31/2013 pursuant to the Assured Guaranty Ltd. Stock Purchase Plan which meets the requirements of Rule 16b-3.

F3: 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 on 2/5/2017, if at all, at the end of the performance period (1/1/2014 to 12/31/2016), 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 $36; 100% if the share price reaches $32; and 35% if the share price reaches $28 (with interpolation between those prices). If the share price does not reach $28, none of the performance share units will vest.

F4: 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.

F5: Total includes performance share units from other tranches with different performance measures, performance periods and vesting dates.