ASSURED GUARANTY LTD — Proxy Solicitation & Information Statement 2010

Apr 27, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

*Current Report*

*Pursuant To Section 13 or 15 (d) of the*

*Securities Exchange Act of 1934*

Date of Report (Date of earliest event reported) — April 27, 2010

ASSURED GUARANTY LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-32141	98-0429991
(State
or other jurisdiction of incorporation or organization)	(Commission
File Number)	(I.R.S.
Employer Identification No.)

Assured Guaranty Ltd.

30 Woodbourne Avenue

Hamilton HM 08 Bermuda

(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 279-5700

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01	Other Events
	In connection with a review of its executive
compensation practices, Assured Guaranty Ltd. (“Assured Guaranty”) has
determined that, effective immediately, it will not enter into any new or
materially amended agreements with named executive officers providing for
excise tax gross-up provisions with respect to payments contingent upon a
change in control.
	In addition, Assured Guaranty has filed, as definitive
additional soliciting materials, a supplement to its proxy statement revising
Proposal 2.2 of its proxy statement, which relates to corporate governance
amendments to its Bye-laws, so that such proposal no longer amends the notice
provision relating to annual meetings of shareholders. A copy of that
supplement is attached as Exhibit 99.1 hereto.
Item 9.01	Financial Statements and Exhibits.
	(d) Exhibits
Exhibit Number	Description
99.1	Supplement to Proxy Statement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ASSURED GUARANTY LTD.
By:	/s/ James M. Michener
	Name: James M. Michener
	Title: General Counsel

DATE: April 27, 2010

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*EXHIBIT INDEX*

Exhibit Number	Description
99.1	Supplement to Proxy Statement

4

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