ASSURED GUARANTY LTD — Director's Dealing 2018

Feb 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Chow Ling (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-21	Common Shares	A	9296	—	Acquired	60443	Direct
2018-02-21	Common Shares	A	13186	—	Acquired	73629	Direct
2018-02-22	Common Shares	F	913	$37.19	Disposed	72716	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-21	Performance Share Units	$	A	9296	Acquired		Common Shares (9296)	Direct

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 2/21/2021, assuming that the holder remains employed at such time. Upon vesting, one Common Share will be delivered for each vested restricted stock unit.

F2: Restricted stock units awarded pursuant to the Plan. The restricted stock units vest as follows: 1/4 on the first anniversary date of the award, 1/4 on the second anniversary date of the award, 1/4 on the third anniversary date of the award and 1/4 on the fourth anniversary date of the award. Upon vesting, one Common Share will be delivered for each vested restricted stock unit.

F3: Common Shares being withheld to pay tax liability.

F4: 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 2/21/2021, if at all, at the end of the performance period (7/1/2019 to 12/31/2020), 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.

F5: 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.

F6: Total does not include 18,839 outstanding options of various tranches.