ASSURED GUARANTY LTD — Director's Dealing 2016

Dec 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSURED GUARANTY LTD (AGO)
CIK: 0001273813
Period of Report: 2016-11-30

Reporting Person: O Kane Michael T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-30	Restricted Stock Units	$	A	60.3229	Acquired		Common Shares (60.3229)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a right equivalent to one common share of the Company, 50% of which is payable in common shares and 50% of which is payable in a cash amount equal to the fair market value of one common share of the Company on the settlement date.

F2: Represents accrual of dividend equivalents on RSUs granted pursuant to the Assured Guaranty Ltd. 2004 Long Term Incentive Plan which meets the requirements of Rule 16b-3.

F3: Each RSU is vested. The RSUs will be payable on or about January 6, 2017.

F4: The total includes RSUs that were granted prior to January 1, 2009 plus dividend accruals on such RSUs. Because these RSUs originally could be settled solely for common shares, they were previously reported on Table I. On November 2, 2016, the terms of these RSUs were amended to allow settlement in a combination of cash and common shares. Accordingly, these RSUs are now included in total RSUs in Table II and the common shares underlying such RSUs no longer will be included in the total amount of common shares reported in Table I until such time as the RSUs are settled.

F5: Total excludes derivative securities of other types and other tranches, different vesting terms, performance periods and conditions, exercise prices and expiration dates, as applicable.