ASSURED GUARANTY LTD — Director's Dealing 2018

Feb 23, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ASSURED GUARANTY LTD (AGO)
CIK: 0001273813
Period of Report: 2018-02-21

Reporting Person: Donnarumma Stephen (Chief Credit Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	69741.0408	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to Acquire Common Shares	$7.44	2019-02-05	Common Shares (10000)		Direct
Options to Acquire Common Shares	$19.79	2020-02-24	Common Shares (5000)		Direct
Options to Acquire Common Shares	$17.44	2019-02-09	Common Shares (2241)		Direct
Options to Acquire Common Shares	$19.24	2020-02-07	Common Shares (3844)		Direct
Peformance Share Units	$	2019-02-24	Common Shares (10297)		Direct
Peformance Share Units	$	2020-02-22	Common Shares (7557)		Direct

Footnotes

F1: Included in the total are 7,557 restricted stock units awarded on February 22, 2017 pursuant to Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the "Plan"). These restricted stock units vest on the third anniversary of the date of the award.

F2: Included in the total are 10,297 restricted stock units awarded on February 24, 2016 pursuant to the Plan. These restricted stock units vest on the third anniversary of the date of the award.

F3: Stock option award pursuant to the Plan granted on 02/05/2009. These options vested: 1/3 on the first anniversary of the date of the award, 1/3 on the second anniversary of the date of the award and 1/3 on the third anniversary of the date of the award.

F4: Stock option award pursuant to the Plan granted on 02/24/2010. These options vested: 1/3 on the first anniversary of the date of the award, 1/3 on the second anniversary of the date of the award and 1/3 on the third anniversary of the date of the award.

F5: Stock option award pursuant to the Plan granted on 02/09/2012. These options vested on the third anniversary of the date of the award.

F6: Stock option award pursuant to the Plan granted on 02/07/2013. These options vested on the third anniversary of the date of the award.

F7: 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 2/24/2019, if at all, at the end of the performance period (7/1/2017 to 12/31/2018), 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: 200% if the share price reaches $36; 100% if the share price reaches $32; and 50% 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.

F8: 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.

F9: 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 2/22/2020, if at all, at the end of the performance period (7/1/2018 to 12/31/2019), 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: 200% if the share price reaches $50; 100% if the share price reaches $46; and 50% if the share price reaches $42 (with interpolation between those prices). If the share price does not reach $42, none of the performance share units will vest.