Our efforts to remake AssuredIM were probably most impacted by the travel and gathering restrictions related to the COVID-19 pandemic, and we missed our third-party gross assets raised target by 52%.

We achieved these results despite a persistently challenging business environment.

Financial services is a “people business”, and the travel and gathering restrictions tied to the COVID-19 pandemic were substantial obstacles to building new relationships.

Over the last several years, municipal bond yields have been at historically low levels, ~~and credit spreads have been tight,~~ making our financial guaranty product less attractive to issuers. Interest rates ~~remained low~~reached new lows in ~~2018 by historical standards, although modestly higher than in the previous year, but credit spreads were virtually unchanged.~~2020.

~~New Issuance in the U.S. public finance market declined sharply in response to tax law changes, particularly restrictions on advance refundings.~~48

We continued to face competition in an already tight market from a second financial guaranty insurer that focuses on a smaller portion of the market than we do and provides price competition in those markets where we overlap.

Despite the strides we have made in managing our capital, we believe we still have excess capital that we need regulatory approval to deploy, and therefore are constrained in our ability to improve our capital efficiency and core operating ROE.

The Compensation Committee assigned Mr. Frederico achievement scores for his achievements against each individual financial performance ~~goal.~~target. In ~~two~~three instances, we achieved results ~~substantially~~ in excess of the ~~2018~~2020 financial performance ~~goals~~targets established by the Compensation Committee in ~~November 2017,~~February 2020, prior to the onset of the COVID-19 pandemic. In one of those instances, PVP, our achievement exceed the financial performance target but was below the prior year actual ~~results for 2017. In both of these instances, the~~results. The Compensation Committee ~~exercised its negative discretion~~has the authority in such circumstances to ~~reduce how it would have scored the 2018 result if the 2018 result had not been lower than the 2017 result.~~

Our core operating income per diluted share exceeded the 2018 goal by nearly 50%, so probably would have been scored between 140% and 160%, depending on the circumstances; the Compensation Committee exercised itsexercise negative discretion to reduce the financial performance score ~~to 100% in light of the actual 2017 Core operating income per diluted share of $5.31.~~

~~Similarly, our Core operating ROE exceeded the 2018 goal by nearly 45%, so probably~~for that measure below what it would have ~~been scored between 135% and 155%, depending on~~been. The Compensation has exercised this discretion in several instances since it was granted such authority. In this instance, for the ~~circumstances;~~reasons stated above under “Cash Incentive—PVP”, the Compensation Committee ~~exercised~~believed it appropriate to measure success against 2019 actual PVP excluding a group of non-repeatable, privately executed, bilateral guarantees on a large number of sub-sovereign credits. Because the actual PVP achieved in 2020 exceeded the PVP achieved in 2019 excluding such non-repeatable transactions, the Compensation Committee chose not to exercise its negative discretion ~~to reduce the score to 110%~~ in ~~light of the actual 2017 core Operating ROE of 10.1% and circumstances surrounding the amount of capital we believe prudent to retain.~~this instance.

The Compensation Committee weighted Mr. Frederico’s financial performance ~~goal~~measurement scores in accordance with the cash incentive formula, which resulted in a weighted financial performance goal score of ~~89.8%~~61.4%:

2020 CEO Financial Performance Scorecard



	2018 Targets		2018 Results		Weighting		2018 Achievement Score (0%-200%)			Weighted Achievement Score		2020 Targets		2020 Results		Weighting		2020 Achievement Score (0%-200%)			Weighted Achievement Score

Financial Performance Goals*
Financial Performance Measurements*

PVP		$ 310 million		$663 million		13.4%		200	%		26.8%		$373 million		$390 million		11.17%		105	%		11.7%
Core operating income per diluted share		$2.97		$4.37		13.4%		100	%**		13.4%		$3.55		$3.11		11.17%		90	%		10.1%
Core operating shareholders’ equity per share		$60.19		$61.14		13.4%		120	%		16.1%		$69.56		$78.46		11.17%		115	%		12.8%
Core operating ROE		5.3%		7.6%		13.4%		110	%**		14.7%		5.5%		4.4%		11.17%		80	%		8.9%
Core ABV per share		$83.47		$86.21		13.4%		140	%		18.8%		$101.12		$114.97		11.17%		115	%		12.8%
Gross third-party assets raised													$3.4 billion		$1.6 billion		11.17%		45	%		5.0%

Total Financial Performance Goal Score						67%					89.8%
Total Financial Performance Measurement Achievement Score																	67.0%					61.4%

*	~~All~~Five of the six financial performance ~~goals~~measurements are based onnon-GAAP financial measures, which are described on ~~pages 47 to 48~~page 52 under“Non-GAAP Financial Measures.”

**	~~The Compensation Committee exercised its negative discretion with respect to these two achievement scores.~~

3949

Mr. Frederico’sNon-Financial Objectives

The Compensation Committee also evaluated Mr. Frederico’s ~~2018~~2020 achievements against his ~~2018~~2020 non-financial objectives. Highlights of those achievements include successfully transitioning to a remote work environment on very short notice; the ~~positive financial impact from our reinsurance transaction with SGI; achievement~~quick and thorough analysis of the ~~highest level~~potential impact of the COVID-19 pandemic on the insured portfolio; exceeding the PVP ~~since~~target in originations despite the ~~financial crisis;~~obstacles from the pandemic and historically low interest rates; the establishment of AssuredIM; and the ~~prominent role our Company continues to assume in the restructuring~~launch of ~~the debt of Puerto Rico and its related authorities and public corporations. The details of Mr. Frederico’s 2018 achievements against his 2018non-financial~~ ~~objectives are set out in the pages that follow.~~AssuredIM’s healthcare strategy.



Non-Financial Objectives		~~2018~~2020 Results
~~Strategy and leadership -~~ Insurance Growth—Articulate clear strategy and lead effective implementation of business plan to grow ~~direct~~financial guaranty and related business ~~and take advantage of reinsurance opportunities~~globally • ~~Leverage the Company’s rating and financial strength to expand~~Expand U.S. public finance ~~(municipal and infrastructure) bond insurance market; continue to market the value of bond insurance to existing and new distribution channels; write budgeted PVP in the US and UK~~financial guaranty business • Expand global infrastructure financial guaranty business • Expand global structured finance financial guaranty business • Attempt to purchase ~~available~~ bond insurance portfolios if they ~~come on the market; recapture previously ceded portfolios~~become available for purchase • Maintain ~~regulatory status~~strong financial strength ratings at insurance companies to ~~write infrastructure~~facilitate articulated business strategies and ~~structured finance bond~~periodically assess the financial strength ratings of each insurance ~~in US and internationally~~company to determine whether to request that a rating agency add or drop a rating from that company ~~• Accumulate capital at AGL for corporate purposes, including stock repurchases~~ ~~• Complete consolidation of UK entities to streamline international operations~~		~~• Wrote~~ Underwrote a total of ~~$663~~$390 million of PVP ~~more than in any year since the financial crisis,~~ despite ~~the persistently challenging business environment~~continued low interest rates and credit spreads, as follows: ◾ ~~US public finance PVP~~• $292 million of ~~$206 million~~ ◾ ~~In the UK, wrote first post-crisis Australian transaction and generated $44 million of~~U.S. Public Finance PVP ◾ ~~In structured finance, wrote first post-crisis CLO transaction and established aircraft residual value insurance and reinsurance as a flow business~~• $82 million of International PVP • $16 million of Global Structured Finance PVP In U.S. Public Finance: • As a result of increased institutional demand for our insurance, ◾year-to-date, ~~In the US, expanded our activity in the healthcare sector, where we insured three new issue transactions, each of which involved~~have written more than $100 million of insured par on 39 individual transactions (including $726 million of insured par written for the Yankee Stadium project), more than in any full year over the past decade • ~~Our financial guarantee facilitated access by~~We re-entered the private higher education market after a ~~large UK housing association to~~seven-year absence, and in 2020 insured several carefully selected transactions in this area • We earned $84 million of PVP in primary and secondary healthcare transactions taken together; in the ~~Asian investor~~primary market, ~~opening up a new universe~~we insured $2.7 billion of ~~potential investors for UK social housing~~par across 25 healthcare transactions International: • ~~Completed SGI reinsurance transaction, generating $391~~Wrote over $82 million of PVP, ~~and $35~~nearly at our target of $86 million ~~of earned premiums in 2018~~ • ~~Contingency planning for Brexit: began process~~Sustained trend started in the fourth quarter of ~~establishing a post-Brexit subsidiary and applying for a license for it to underwrite~~2015 of writing new business in a~~non-UK~~ ~~EU country and eventually to passport to other EU jurisdictions~~each quarter Global U.S. Structured Finance: • ~~Completed $500~~Wrote $16 million of ~~share repurchases~~PVP, while continuing investor outreach and building demand Reinsurance: • ~~Successfully addressed all~~Reassumed American Overseas reinsurance portfolio for a commutation gain of ~~the hurdles set by the UK regulators to the combination of our European insurance subsidiaries into Assured Guaranty (Europe) plc (AGE)~~ ◾ UK business combination was completed effective November 2018, simplifying our capital structure, reducing our regulatory and financial reporting burden in Europe, and creating a surviving entity with significant capital$38 million

4050



Non-Financial Objectives		~~2018~~2020 Results
~~Continue diversification strategy to integrate fee based business in financial services to complement~~Insurance Loss Mitigation and Avoidance—Proactively manage financial guaranty ~~business~~portfolio to identify and avoid losses when stress develops and minimize losses when losses cannot be avoided • Use all available levers to creatively resolve Puerto Rico credits while minimizing losses to the Company		~~• Closed on minority investment in the parent of Rubicon Infrastructure Advisors~~Puerto Rico: • ~~Investigated~~Actively lobbied Congress to revitalize the island’s pharmaceutical supply chain and to fill three vacant seats on the PROMESA Oversight Board • Negotiated with various parties involved in the Puerto Rico bond default leading, despite the obstacles created by the COVID-19 pandemic and elections in the Commonwealth, to the February 2021 revised plan support agreement with respect to general obligation and Puerto Rico Public Buildings Authority debt, which we conditionally support • Reduced our exposure to Puerto Rico credits by $372 million with the refinancing of the Puerto Rico Aqueduct and Sewer Authority debt we insured Other: • Success in several ~~other possible investments, in some instances involving substantial negotiation~~smaller loss mitigation activities, including ending our long, difficult work-out of a film securitization transaction with a sale of the remaining assets and ~~diligence~~taking a number of actions with respect to our RMBS portfolio that improved our position by tens of millions of dollars
~~Active~~ Asset Management and Alternative Investments—Lead effective implementation of asset management and alternative investment strategies • Grow assets under management (AUM) organically and/or through acquisitions • Improve yield on investment portfolio by investing a portion of ~~all potential loss transactions, including proactive minimization of losses from Puerto Rico exposure~~excess capital in alternative investments		~~Puerto Rico:~~ • At December 31, 2020, our U.S. insurers had deployed approximately $315 million into funds we manage, up from approximately $80 million at December 31, 2019. During 2020, such investments generated $41 million of income, or a 8.1% return on the full $500 million invested by our U.S. insurers in the vehicle they use to invest in funds we manage (compared to the return of approximately 5.6 - 6.0% generated by our external managers on our externally managed U.S. dollar investment portfolio) • ~~Achieved the resolution of the insured debt~~At December 31, 2020, approximately $550 million of our ~~first major Puerto Rico credit, the Puerto Rico Sales Tax Financing Corporation (COFINA); that resolution was incorporated into the COFINA plan~~U.S. insurer capital had been invested under an investment management agreement by our asset management segment in debt tranches of ~~adjustment approved by the U.S. District Court for the District of Puerto Rico in February 2019,~~collateralized loan obligations, which we refer to as CLOs, and ~~will result in recoveries to us approaching 60% for our insurance of the subordinate~~municipal bonds • ~~Successfully opposed a $1~~In 2020, raised $1.6 billion~~debtor-in-possession~~ ~~loan~~ of third-party funds for ~~PREPA that would have been secured by a senior, priming lien on PREPA’s revenues~~our healthcare strategies and through the issuance of two additional CLOs • Successfully appealed to the First Circuit to overturn the District Court’s decision denying the Company’s motion for relief from stay to appoint a receiver for PREPA, and reinstituted the action for the appointmentDuring 2020, sold $569 million of ~~a receiver~~CLO equity previously held by our legacy funds • ~~Successfully appealed to~~As a result of both gross third-party assets raised and ending the ~~First Circuit to challenge the membership of the Oversight Board based on the appointments clause of the U.S. Constitution~~ ~~• Initiated an action challenging the fiscal plans of the Commonwealth of Puerto Rico certified~~CLO rebates, increased our fee-earning assets under management by ~~the Oversight Board~~ ~~Outside Puerto Rico:~~ ~~• Working with our financial advisor, lobbyists and consultants, we were able to help persuade the State of Connecticut to effectively assume the public debt of Hartford~~ ~~• Working with a special servicer, increased recoveries in our home equity residential mortgage transactions~~62%
~~Financial strength ratings—Maintain strong financial strength ratings in order~~ Capital Management—Articulate clear strategy to ~~facilitate implementation of business plan. Periodically assesses the value of each rating assigned to each of the companies within the group~~maintain optimal capital structure, considering internal risk measures and ~~determine whether to request that a~~ rating agency ~~add or drop a rating from certain companies~~and regulatory requirements • Accumulate capital outside of insurance companies to support asset management and other strategies • Return excess capital to shareholders		• ~~All financial strength ratings maintained~~Repurchased 15.8 million shares at a total cost of $446 million, more shares than were repurchased in all of 2019 • The capitalization of our new French insurer, Assured Guaranty (Europe) SA, increased Assured Guaranty Municipal Corp.’s fourth quarter dividend capacity by approximately $100 million



Non-Financial Objectives		2020 Results
Regulatory—Maintain optimal corporate and regulatory structure and good standing to pursue the articulated business strategies		• Obtained approval from a UK court and effected on October 1, 2020 a Part VII insurance business transfer of guarantees with a nexus to the European Economic Area, which we refer to as the EEA, from our UK insurer, Assured Guaranty UK Limited, to our new French insurer, Assured Guaranty (Europe) SA • Closely monitored emergency legislation, executive orders, and regulatory action and requests relating to COVID-19, and continued to analyze any consequences of the same • Obtained ~~AA+ Kroll Bond Rating Agency rating~~approval of New York and Maryland regulators for ~~AGE~~our U.S. insurers to contribute an additional $250 million into the vehicle the U.S. insurers use to invest in funds we manage • Obtained approval of New York and Maryland regulators for the merger of one of our U.S. insurers, Municipal Assurance Corp., into another of our U.S. insurers, Assured Guaranty Municipal Corp., in order to manage our capital and improve our operational efficiency
Risk Management—Ensure ~~AGL~~that the Company has comprehensive, best-practice risk management with respect to all of its activities ~~emphasizing the credit~~ • Insure credits of good quality ~~of risks insured; compliance~~consistent with ~~all legal~~underwriting guidelines and ~~regulatory requirements;~~consistent with risk appetite statement • Articulate and execute thorough enterprise risk ~~management. All credit underwriting consistent with risk/appetite statement~~management program		• ~~Our enterprise~~No unanticipated risk ~~management has consistently been commended, including by rating agencies~~issues • ~~Successfully concluded a periodically scheduled examination~~Enhanced underwriting procedures to identify insurable credits with ample financial strength to withstand current crisis caused by the ~~New York and Maryland regulators of AGM, MAC and AGC; clean reports were issued for~~COVID-19 pandemic; all ~~three insurers~~ ~~• Addressed requirements under EU General Data Protection Regulation~~ ~~• All~~ new business within risk limits and risk appetite statement • Developed and periodically refined and updated a stress analysis of the pandemic’s impact on the insured portfolio, and potential liquidity claims • Participated in periodic conference calls with regulators to focus on our processes for monitoring and reevaluating our exposure in light of the COVID-19 pandemic and changing economic conditions • Completed integration of asset management risk management activities into our enterprise risk management process
Operations—Establish an environment of excellence in all areas of operations, including investment management, accounting and financial reporting, and legal and compliance, and provide a secure information technology environment • Successfully integrate new asset management business		• All financial statements and regulatory reports completed successfully and filed on time • Transitioned entire firm to work remotely in March 2020 without any operational issues • Successful Annual General Meeting, with shareholders supporting all proposals, including over 93% support of compensation paid to executive officers • Established and capitalized our new French insurer, Assured Guaranty (Europe) SA, and accomplished the Part VII transfer prior to Brexit • Successfully passed information technology penetration testing • Successfully avoided ransomware and security attacks • Re-branded BlueMountain to Assured Investment Management, ~~development~~ and ~~succession planning—~~launched new related website • Integrated the legacy compliance policies and procedures of our asset management and insurance segments



Non-Financial Objectives		2020 Results
Management Development and Succession Planning—Attract and retain top quality senior management; develop succession plan for critical positions, including assisting the Board in further development of a CEO succession plan		• Reviewed CEO succession plan with Board of Directors • ~~Hired additional U.S. public finance marketing~~Recruited and hired a new Chief Technology Officer
Environmental and Social Responsibility—Articulate a clear strategy and lead effective implementation of conducting business in an environmentally and socially responsible manner		• Measured and disclosed greenhouse gas emissions; set targets for reduction • Developed a Human Rights Statement and revised existing Environmental Policy and our Statement on Climate Change • Established employee-led Diversity and Inclusion Committee with personnel from different areas and levels within our company to assist management in developing a more inclusive culture across the organization • Developed centralized corporate philanthropy program to focus on targeted and strategic giving and expanded staff involvement with the establishment of an employee-led Corporate Philanthropy Committee • Revised our Investment Guidelines to incorporate environmental, social and governance criteria into investment decision making process • Improved our environmental and social score from a proxy advisory firm • Closed three solar power transactions in Spain—the first we have guaranteed that used concentrated solar power (CSP) technology rather than phovoltaic panels (PV)

Based on Mr. Frederico’s ~~2018~~2020 achievements against his ~~2018~~2020 non-financial objectives, the Compensation Committee awarded him an achievement score of ~~190%~~175% against those objectives. Applying that score to the cash incentive formula resulted in a weightednon-financial objective score of ~~62.7%~~57.8%.

The Compensation Committee then added ~~the~~that weightednon-financial objective score of ~~62.7%~~57.8% to the weighted financial performance ~~goal~~target score of ~~89.8%~~61.4% achieved by Mr. Frederico as described earlier, to derive a total achievement score of ~~152.5%~~119.2% in accordance with the cash incentive formula, as follows:

Summary 2020 CEO Performance Scorecard

2018 Targets


2018 Results


Weighting


2018
Achievement
Score
(0%-200%)


Weighted
Achievement
Score

Financial Performance Goals*

PVP
$ 310 million    $663 million    13.4%      200%      26.8%

Core operating income per diluted share
$2.97    $4.37    13.4%      100%      13.4%

Core operating shareholders’ equity per share
$60.19    $61.14    13.4%      120%      16.1%

Core operating ROE
5.3%    7.6%    13.4%      110%      14.7%

Core ABV per share
$83.47    $86.21    13.4%      140%      18.8%

Total Financial Goal Score
      67%         89.8%


Non-Financial Objectives

Strategy and leadership
Described in detail in the preceding table    Described in detail in the preceding table    33%      190%      62.7%

Active management of all potential
loss transactions

Maintain current ratings for operating insurance company subsidiaries

Best practice risk management

Management development and
succession planning

Non-Financial Objective Score
      33%         62.7%


Achievement Score
            152.5%

Weighting

2020
Achievement
Score
(0%-200%)

Weighted
Achievement
Score

Total Financial Performance Measurement Achievement Score (Summarized on page 39 above.)

67%

61.4%

Non-Financial Objectives

Insurance Growth—Articulate clear strategy and lead effective implementation of business plan to grow financial guaranty and related businesses globally

Insurance Loss Mitigation and Avoidance—Proactively manage financial guaranty profile to identify and avoid losses when stress develops and minimize losses when losses cannot be avoided

Asset Management and Alternative Investments—Lead effective implementation of asset management and alternative investment strategies

Capital Management—Articulate clear strategy to maintain optimal capital structure, considering internal risk measures and rating agency and regulatory requirements

Regulatory—Maintain optimal corporate and regulatory structure and good standing to pursue articulated business strategies

Risk Management—Ensure that the Company has comprehensive, best-practice risk management with respect to all of its activities

Operation—Establish an environment of excellence in all areas of operations, including investment management, accounting and financial reporting, and legal and compliance, and provide a secure information technology environment

Management Development and Succession Planning—Attract and retain top quality senior management, develop succession plan for critical positions, including assisting the Board in further development of CEO succession plan

Environmental and Social Responsibility—Articulate a clear strategy and lead effective implementation of conducting business in an environmentally and socially responsible manner

Non-Financial Objective Score

33%

175%

57.8%

Achievement Score

119.2%

~~All~~Five of the six financial performance ~~goals~~targets are based onnon-GAAP financial measures, which are described ~~on page 47~~below under“Non-GAAP Financial Measures.”

In reviewing Mr. Frederico’s ~~2018~~2020 performance scorecard, the Compensation Committee determined that he had a very strong performance in a difficult year. In particular, the Compensation Committee found that Mr. Frederico should be recognized for our success in smoothly transitioning to a remote work environment and still exceeding ~~all~~three of the ~~targets for the~~six financial performance ~~goals established~~targets set by the Compensation Committee ~~in certain cases substantially. Mr. Frederico’s very strong performance was demonstrated by our $663 million of PVP production, our highest since~~ prior to the onset of the COVID-19 pandemic. The Compensation Committee also deemed it to be important to recognize that we did not meet three of our financial ~~crisis.~~performance targets and that our share price of $31.49 at December 31, 2020, had declined 36% from our share price of $49.02 on December 31, 2019, and so concluded that it was appropriate that Mr. Frederico’s ~~leadership was also credited for progress in resolving our insured exposure to Puerto Rico credits. Importantly, our TSR has reflected these strides: ourone-year~~ ~~TSR for 2018 was nearly 15% and our three-year TSR for 2016 through 2018 was over 52%.~~short-term cash incentive payment decline substantially.

Based on Mr. Frederico’s achievements in this difficult environment, the Compensation Committee gave him a total achievement score of ~~152.5%~~119.2% for the ~~2018~~2020 performance year, ~~above~~20% below his ~~144.8% total~~ achievement score of 149.1% for the ~~2017~~2019 performance year. Applying this achievement score to his Individual Target Cash Incentive Amount resulted in a cash incentive award of ~~$3,812,000.~~$2,979,625. This was ~~$713,000~~$747,375 (or ~~more than 15%~~20.1%) less than the ~~$4,525,000~~$3,727,000 awarded to Mr. Frederico for the ~~2017~~2019 performance ~~year as a result of the reduction of his individual target cash incentive multiple to 2.0x from 2.5x in response to last year’ssay-on-pay~~ ~~results and based on shareholder feedback and advice from Cook.~~year.

Equity Compensation

The Compensation Committee awarded all of Mr. Frederico’s long-term incentive compensation in the form of PSUs and RSUs. The ~~$6,000,000~~$7,000,000 target nominal amount of long-term equity constituted less than a ~~4.3%~~4% increase over the target nominal amount for the prior year. The Compensation Committee believed it was very important to reward Mr. Frederico for ~~his~~the consistent performance of our Company through the COVID-19 pandemic, the strong PVP results in the face of the COVID-19 pandemic and ~~for~~historically low interest rates, especially in our ~~Company’s very strong performance during 2018.~~core U.S. public finance financial guaranty business, and the establishment of AssuredIM. It also reflected the Compensation Committee’s desire that Mr. Frederico have a strong incentive to continue his valued leadership of our Company and to generate long-term, sustained growth that will enhance shareholder ~~value.~~value as we continue our multi-year effort to establish AssuredIM in the asset management business while growing our insurance business, and so becoming the diversified dual-focused financial services company that he envisions.

The following table sets forth the target nominal amount of long-term incentive compensation the Compensation Committee awarded Mr. Frederico on February ~~27, 2019,~~24, 2021, the grant date. The Compensation Committee determined the number of PSUs and RSUs to award Mr. Frederico by converting the

target nominal amount of the award using ~~$40.10,~~$36.99, which was the average price of our Common Shares over the 40 consecutive trading days ending on February ~~27, 2019.~~24, 2021.

When we prepare the Summary Compensation Table, we report the value of the grants using U.S. generally accepted accounting principles (which we refer to as U.S. GAAP), in accordance with the SEC’s rules.

Under U.S. GAAP, the value of an ABV PSU as of February ~~27, 2019~~24, 2021 was determined to be ~~$41.34.~~$44.01. This value is based on the closing price of our Common Shares on that date, which U.S. GAAP allows as a practical expedient to value grants with complicated features, such as in this case the estimated growth rate of the Company’s Core ABV per share.

Under U.S. GAAP, the value of a Relative TSR PSU on February ~~27, 2019~~24, 2021 was ~~$46.66.~~$60.06. This value was computed using a Monte-Carlo simulation model taking into account the historical relationship of our TSR and the TSR of the Index, including for the period from the beginning of the Relative TSR PSU performance period to February ~~27, 2019,~~24, 2021, the grant date. We engaged Aon to provide this computation for us.

Under U.S. GAAP, the value of an RSU was ~~$41.34,~~$44.01, based our Common Share closing price on February ~~27, 2019.~~24, 2021.

Because the price of our Common Shares can be volatile, our Compensation Committee since 2012 has determined the number of shares to be granted to our executives by dividing the target nominal value of the equity it wished to award by the average price of our Common Shares over the 40 consecutive trading days ending on the grant date. As described above, U.S. GAAP valuations are based on the price of our Common Shares on the grant date. So, when the price of our Common Shares is higher on the grant date than the average over the 40 previous consecutive trading days, the U.S. GAAP value will exceed our Compensation Committee’s target nominal value, as was the case this year. Similarly, when the price of our Common Shares is lower on the grant date than the average over the 40 consecutive trading days ending on the grant date, the U.S. GAAP value will be less than our Compensation Committee’s target nominal value, as was the case last year. Our adoption of a Relative TSR PSU has exacerbated this effect, since price movements of our Common Shares from the beginning of the measurement period (the beginning of the year) to the grant date compared to the price movements of the Index have a material impact on the U.S. GAAP value of the TSR PSUs. Last year, the Compensation Committee’s target nominal value of the total long-term equity incentive grants was $6,750,000, while the U.S. GAAP value was $5,964,855, or nearly 12% less. This year, the movement of the price of our Common Shares was more dramatic during the relevant period than last year, so the difference between the Compensation Committee’s target nominal value and the U.S. GAAP value was larger than last year and of any previous year that we have been using the 40 consecutive trading day average. The Compensation Committee believes solely using the average over 40 consecutive trading days approach to sizing its long-term equity incentive grants is the fairest approach to use in light of the volatility of the price of our Common Shares.

The aggregate value of Mr. Frederico’s February ~~2019~~2021 long-term equity incentive grants under U.S. GAAP is set forth below.



	Compensation Committee Target Nominal Value		Equity Granted (Shares)		U.S. GAAP Value		Compensation Committee Target Nominal Value		Equity Granted (Shares)		U.S. GAAP Value
ABV PSUs		$1,800,000		44,888	$	1,855,670		$2,100,000		56,772	$	2,498,536
Relative TSR PSUs		$1,800,000		44,888	$	2,094,474		$2,100,000		56,772	$	3,409,726
RSUs		$2,400,000		59,850	$	2,474,199		$2,800,000		75,696	$	3,331,381
TOTAL		$6,000,000		149,626	$	6,424,343		$7,000,000		189,240	$	9,239,643

CEO Compensation Conclusion

The Compensation Committee considered the total compensation it was awarding to Mr. Frederico pursuant to its formulas and methodologies as a whole in light of the 2020 performance year and Mr. Frederico’s ~~considerable accomplishments with respect to the financial performance goals as well as hisnon-financial~~ ~~objectives, but also taking into account last year’ssay-on-pay~~ ~~results, shareholder feedback and advice from Cook.~~long-term leadership of our Company.

The Compensation Committee concluded that it was appropriate that Mr. Frederico’s individual ~~target~~ cash incentive ~~multiple be reduced to 2.0x~~decline by 20.1% from ~~2.5x, which resulted~~2019 in light of our Company achieving only three of its six financial performance targets, but recognizing the obstacles that arose as a result of the COVID-19 pandemic and historically low interest rates. This decrease reflected the significant decrease in Mr. Frederico’s scorecard for his financial performance measurements, and a decrease in the score for his ~~individual cash incentive by $713,000 (or over 15%) to $3,812,000 for the 2018 performance year despite the increase in Mr. Frederico’s total achievement score.~~non-financial objectives.

The Compensation Committee also considered the importance of maintaining Mr. Frederico’s leadership of our Company in the years ahead as we seek to continue developing both our financial guaranty business ~~to diversify into areas that complement~~and our ~~core credit experience and risk appetite, to~~newly established asset management business, manage our insured exposure and mitigate any losses in the insured portfolio, and to manage our capital, and soas a result increased Mr. Frederico’s long-term equity compensation by ~~$250,000 in targeted nominal value.~~less than 4%.

Taking these various factors into account, the Compensation Committee believed it was ~~also~~ appropriate for Mr. Frederico’s total ~~2018~~ compensation for the 2020 performance year, which it determined in accordance with its formulas and methodologies, to be ~~4.0%~~$11,229,625, or 4.2% lower than his total ~~2017 compensation.~~compensation for the 2019 performance year.

OTHER NAMED EXECUTIVE OFFICER COMPENSATION DECISIONS

Non-Financial Objectives and Achievements of the Other Named Executive Officers

The Compensation Committee made compensation awards to the other executive officers for the ~~2018~~2020 performance year based on its assessment of their achievements and Mr. Frederico’s review of their performance, as well as Mr. Frederico’s compensation recommendations. The other named executive officers’ achievements were evaluated based on their contributions to our achievement of our financial ~~goals,~~measurement targets, their contributions to the achievement of Mr. Frederico’snon-financial objectives, and their own achievements of the individualnon-financial objectives Mr. Frederico had assigned to them, as described below.

Robert A. Bailenson, Chief Financial Officer

Mr. Bailenson was responsible in the ~~2018~~2020 performance year for meeting all internal and external financial requirements, managing our capital efficiently, meeting with investors, and participating on earnings calls. Mr. Bailenson ~~takes an enterprise view on all issues and involves~~has involved himself in ~~issues beyond accounting~~all aspects of our business and ~~treasury functions.~~leads the financial team in addressing market and regulatory changes. More specifically, Mr. Bailenson:

~~Managed~~Contributed to the ~~successful combination~~integration of the asset management business with the rest of our ~~European insurance subsidiaries, simplifying our capital structure, reducing our regulatory and financial reporting burden in Europe, and creating a surviving entity with significant capital;~~

~~Successfully completed the SGI reinsurance transaction;~~Company;

~~Managed our response~~Successfully oversaw the conversion of the accounting and Treasury functions to ~~the 2017 Tax Cut and Jobs Act;~~a remote work environment while maintaining compliance with Sarbanes-Oxley requirements;

~~Provided significant analysis of alternative investments we made as well as potential alternative investments;~~Successfully developed solutions to more efficiently deploy capital within our companies and free funds to support various corporate initiatives, including our share repurchase program;

~~Provided strategic analysis~~Met with all of our major equity investors and some of our smaller ones, a considerable achievement in the ~~formulation~~COVID-19 environment;

Worked with Mr. Buzen to increase the efficiency and ~~execution~~efficacy of our ~~business plan;~~investment activities;

Actively participated in loss mitigation activities relating to Puerto Rico and other credits; and

Was responsible for the timely and accurate filing of all financial ~~statements.~~

~~Russell B. Brewer II, Chief Surveillance Officer~~

~~Mr. Brewer was responsible in the 2018 performance year for ensuring that all of our insured exposures are reviewed annually~~statements and assigned appropriate internal ratings, for managing loss mitigation strategies for our troubled credits, and for overseeing our information technology department. Mr. Brewer also manages our rating agency relationships. More specifically, Mr. Brewer:

Led the surveillance process for our $242 billion net par insured portfolio and the timely review and update of internal ratings for our insured portfolio, helping to identify and intervene in deteriorating situations before losses developed to avoid losses altogether or mitigate them if they cannot be avoided;

~~Oversaw the successful integration of the data for our European insurance subsidiaries;~~

~~Oversaw the successful defense of our systems from cyberattacks and our compliance with new cybersecurity regulations;~~

~~Developed and implemented strategies on a number of transactions where we are experiencing or could possibly experience loss;~~

~~Was active in our discussions with the Commonwealth of Puerto Rico and its advisors and was instrumental in helping the Company come to a resolution of our insured COFINA obligations; and~~

Led the smooth integration into our Company of surveillance oversight and information systems of the insurance portfolio of SGI in connection with our reinsurance transaction and related administrative services agreement.tax returns.

Ling Chow, General Counsel

Ms. Chow ~~ably stepped up to the general counsel role in the 2018 performance year, providing leadership~~is an effective leader of legal resources for our Company. Her work managing the asset management integration and corporate ~~regulatory~~governance and ~~disclosure efforts and leading a number of important initiatives, including supervising~~other issues before our ~~litigation strategies and workout activities relating~~Board were exemplary. Under Ms. Chow’s direction, we were able to ~~distressed credits; developing~~navigate the ~~optimal structure from a regulatory perspective of a number of alternative investment opportunities; and overseeing the legal~~complex compliance and regulatory ~~aspects~~environments of both the insurance and asset management segments of our ~~reinsurance transaction with SGI. She also oversaw all of~~business to accomplish our ~~human resource matters.~~corporate objectives. More specifically, Ms. Chow:

~~Oversaw litigation strategy relating~~Supervised the establishment of our European platform in France and reorganized the legal function in the United Kingdom and France;

Led the successful integration of the legal and compliance departments of AssuredIM with the rest of our Company;

Successfully led the effort to obtain a number of regulatory approvals, including approvals for various actions that had the effect of increasing the resources available for strategic priorities of our ~~Puerto Rico exposure;~~holding company;

Oversaw the ~~successful combination of the European insurance subsidiaries, simplifying~~Legal Department’s contribution to our ~~capital structure, reducing our regulatory and financial reporting burden in Europe, and creating a surviving entity with significant capital;~~

~~Was instrumental in our contingency planning for Brexit;~~

~~Led the~~efforts to mitigate Puerto Rico losses, including numerous legal ~~aspect of the consummation of our SGI reinsurance transaction;~~

~~Supervised the legal and regulatory aspects of our purchase of a minority interest in Rubicon Infrastructure Advisors~~actions, as well as ~~other potential alternative investments;~~supervising our litigation generally;

Oversaw legal support and analysis for all underwriting activity;

Oversaw all disclosure activities; and

Supervised our response to various legal and regulatory issues, including those related to cybersecurity and privacy as well as the rising prominence of environmental, social and governance issues.

~~Bruce E. Stern, Executive~~Russell B. Brewer II, Chief Surveillance Officer

Mr. ~~Stern~~Brewer was responsible in the ~~2018~~2020 performance year for ~~workouts~~ensuring that all of our insured exposures are reviewed annually and assigned appropriate internal ratings, for managing loss mitigation strategies for our troubled ~~transactions~~credits, and for overseeing our information technology department. Mr. Brewer is a major contributor to the successful operations of our company and is a thought leader in our relationships with our rating agencies. More specifically, Mr. Brewer:

Led the surveillance process for our $234 billion net par insured portfolio and the ~~extraction~~timely review and update of ~~significant value from~~internal ratings for our insured portfolio, helping to identify and intervene in deteriorating situations before losses developed to avoid losses altogether or mitigate them if they cannot be avoided;

Led the in-depth analysis of the potential effect of COVID-19 on our insured portfolio and ~~other relationships. Mr. Stern applied creative approaches~~presented the results to ~~troubled transactions to mitigate losses. Mr. Stern is also responsible for governmental affairs~~our Board, our regulators and ~~our participation in an industry group. More specifically, Mr. Stern:~~

~~Was deeply involved in our efforts to mitigate losses in Puerto Rico, playing a particularly valuable role in advocating our viewpoint to various government officials;~~the rating agencies;

~~Made significant progress~~Oversaw and participated in ~~resolving two distressed insurance transactions;~~many of our risk mitigation activities, including making major contributions to our effort in Puerto Rico;

Oversaw the integration of the asset management information technology systems with the rest of our information technology systems, greatly facilitating the wider integration of asset management with the rest of our Company;

Oversaw the successful implementation of Sarbanes-Oxley controls in the information technology and operations systems of the asset management business;

Oversaw the successful and rapid transition of our entire global workforce to a remote work environment over the week-end of March 14-15, 2020; and

~~Identified~~Oversaw the effective defense of our systems from cyberattacks and ~~realized opportunities~~our compliance with new cybersecurity regulations.

David A. Buzen, Chief Investment Officer and Head of Asset Management

Mr. Buzen became our Chief Investment Officer and Head of Asset Management in August 2020, upon the departure of the former Chief Investment Officer and Head of Asset Management, and since then has been responsible for our ~~insured portfolio by purchasing insured bonds~~asset management segment as well as guiding investment decisions for our investment portfolio. More specifically, Mr. Buzen:

Demonstrated exemplary leadership skills in taking the ~~open market, procuring~~reins of AssuredIM mid-year

Drove the ~~termination~~integration of ~~financial guaranty insurance executed in credit default swap form~~corporate functions with the rest of our Company

Brought reporting standards of the asset management business, which until our acquisition of BlueMountain Capital Management, LLC and ~~executing reinsurance commutations.~~associated entities was not part of a publicly traded company, up to those of our publicly-traded Company

Launched the new healthcare strategy

Continued CLO issuances

Streamlined the management of our own investment assets

Improved returns on our excess capital through alternative investments

4457

Compensation Decisions for the Other Named Executive Officers

In the case of the other named executive officers, for the ~~2018~~2020 performance year the Compensation Committee calculated and aggregated the weighted achievement scores for the financial performance ~~goals~~targets (which were the same as Mr. ~~Frederico’s)~~Frederico’s except in the case of Mr. Buzen, whose financial performance measures were more heavily weighted to gross third-party assets raised) and theirnon-financial objectives (which were a combination of their contribution to Mr. Frederico’snon-financial objectives and their achievement of their own individualnon-financial objectives), taking into account the level of difficulty of achieving particular ~~goals~~targets or objectives. Based on their achievements, after applying the formula, the Compensation Committee awarded them the cash incentives calculated as shown in the table below.



																			(	2020 Base Salary		X	2020 Individual Target Cash Incentive Multiple		)	X	(	Financial Performance Measurement Achievement Score (weighted 67%)	+	Individual Non- Financial Objective Achievement Score (weighted 33%)	)	=	2020 Cash Incentive Payout
	(	2018 Base Salary		X	2018 Individual Target Cash Incentive Multiple		)	X	(	Financial Goal Achievement Score (weighted 67%)		+	Individual Non- Financial Objective Achievement Score (weighted 33%)		)	=	2018 Cash Incentive Payout
Robert A. Bailenson		$	700,000			2.00x					89.8%			49.5%			$	1,949,920		$	800,000			2.00x				61.4%		42.9%			$	1,669,360

Russell B. Brewer II		$	525,000			2.00x					89.8%			61.1%			$	1,583,715		$	525,000			2.00x				61.4%		61.1%			$	1,286,093

Ling Chow		$	500,000			2.00x					89.8%			36.3%			$	1,260,800		$	550,000			2.00x				61.4%		56.1%			$	1,292,885
Bruce E. Stern		$	500,000			2.00x					89.8%			33.0%			$	1,227,800

David A. Buzen*																				$	612,500			2.00x				48.9%		57.8%			$	1,306,585

Mr. Buzen’s salary was raised from $500,000 to $800,000 per annum in August 2020 when he became the Chief Investment Officer and Head of Asset Management; his blended salary was used to calculate his cash incentive payout. Because Mr. Buzen is responsible for the asset management business, the gross third-party assets raised financial performance measure is weighted more heavily for him than the other financial performance measures, and his financial target achievement score differs from the others.

Primarily as a result of the reduction of the financial performance measurement achievement score for the performance year 2020 in relation to the score for 2019, all of the other named executive officers who were also named executive officers last year experienced a material decline in their short-term cash incentive, as shown below.



	Robert A. Bailenson			Russell B. Brewer II			Ling Chow			David A. Buzen

2020 Cash Incentive		$1,669,360			$1,286,093			$1,292,885			$1,306,585

2019 Cash Incentive		$1,994,720			$1,548,015			$1,461,390			NA

Change		(16.3)	%		(16.9)	%		(11.5)	%		NA

The Compensation Committee awarded all of the other named executive ~~officers’~~officers long-term incentive compensation in the form of PSUs and RSUs with the same terms and in the same proportion as the PSUs and RSUs awarded to Mr. Frederico. The target nominal amount of long-term equity reflected the Compensation Committee’s desire that each of the other named executive officers have a strong incentive to help generate long-term, sustained growth for our Company. The amounts of PSUs and RSUs awarded to each other named executive officer vary by individual and are based on their respective positions and levels of responsibility, historic compensation levels and FW Cook’s advice about the compensation practices of companies in our comparison group.

The Compensation Committee considered FW Cook’s analysis of the compensation paid to named executive officers in the 20-company executive compensation comparison group we compared ourselves to last year, which we refer to as our ~~previous~~2019 executive compensation comparison group, when evaluating the compensation of our executive officers. ~~(We revised our~~(Our current executive compensation comparison group, ~~after this analysis was completed.~~and how it changed from our 2019 executive compensation comparison group, is described under “Compensation Governance—Executive Compensation Comparison Group” below.) According to FW Cook, for the ~~2017~~2019 performance year, which is the most recent data available, ~~on average,~~ the target total direct compensation for our named executive officers (excluding Mr. Frederico) ranked at the 58th percentile on average, ranging from below median to above the 75th percentile, of amounts for the named executive officers of our ~~previous~~2019 executive compensation comparison group, reflecting the experience, leadership, specialized skill sets and sustained performance of our senior executive team. Actual total direct compensation for all our named executive officers as a group (excluding Mr. Frederico) paid for the ~~2017~~2019 performance year ~~was also above~~ranked at the ~~75th~~70th percentile of our ~~previous~~2019 executive compensation comparison group, reflecting our above target bonus payouts for ~~2017~~2019 performance, which were aligned with our ~~2017~~2019 performance relative to our key business goals and strategies, as well as our strong financial performance for that period and our three-year total shareholder returns relative to our ~~previous~~2019 executive compensation comparison group. For the ~~2017~~2019 performance year, ourone-year growth in ~~operating income, net income, diluted earnings per share and~~ book value ~~as well as~~was between the 25th percentile and median of our 2019 executive compensation comparison group, and our one-year return on average equity, were all above the 75th percentile of the previous comparison group, consistent with the ranking of our actual total direct compensation. Also, despite the apparent impact on our the price of our Common Shares of the landfall of Hurricane Maria in Puerto Rico in late 2017, ourand three-year TSR at the end of ~~2017~~2019 was ~~still above~~in the ~~median~~42nd and 48th percentiles, respectively, of our ~~previous~~2019 executive compensation comparison group. Our long-term incentive equity awards generally remain unchanged and continue to align with our 2019 executive compensation comparison group.

In summary, the Compensation Committee approved the following compensation decisions for the named executive officers other than Mr. Frederico for the ~~2018~~2020 performance year:



									Robert A. Bailenson		Russell B. Brewer II		Ling Chow		David A. Buzen
	Robert A. Bailenson		Russell B. Brewer II		Ling Chow		Bruce E. Stern
Fixed Compensation—Base Salary⁽¹⁾		$700,000		$525,000		$500,000		$500,000		$ 800,000		$ 525,000		$ 550,000		$ 612,500

Incentive Compensation

Cash Incentive Compensation	$	1,949,920	$	1,583,715	$	1,260,800	$	1,227,800		$1,669,360		$1,286,093		$1,292,885		$1,306,585

Long-Term Equity Incentive Target Values⁽²⁾	$	1,500,000	$	1,100,000	$	1,000,000	$	700,000		$1,575,000		$1,250,000		$1,200,000		$1,000,000

Total Direct Compensation	$	4,149,920	$	3,208,715	$	2,760,800	$	2,427,800		$4,044,360		$3,061,093		$3,042,885		$2,919,085

(1)

These base salaries were set by the Compensation Committee in February ~~2018.~~2020. In the case of Mr. Buzen, his salary was raised from $500,000 to $800,000 per annum in August 2020 in recognition of the substantially increased responsibility he was assuming when he assumed the role of Chief Investment Officer and Head of Asset Management; his 2020 blended salary is shown here.

(2)

The long-term equity incentive awards were allocated similarly to Mr. Frederico’s, and comprised 30% ABV PSUs, 30% Relative TSR PSUs and 40% RSUs. The U.S. GAAP values of the awards are: Mr. Bailenson, ~~$1,606,106;~~$2,078,923; Mr. Brewer, ~~$1,177,776;~~$1,649,939; Ms. Chow, ~~$1,070,695~~$1,583,942; and Mr. ~~Stern, $749,533.~~Buzen, $1,319,951.

2020 EXECUTIVE COMPENSATION CONCLUSION

While recognizing our senior management team’s considerable accomplishments despite the difficult business environment created by the combination of the COVID-19 pandemic and historically low interest rates, our Compensation Committee determined that it was still appropriate that Mr. Frederico and the other named executive officers who were named executive officers last year experience a significant decline in their short term cash incentive payments consistent with meeting only three of the six financial performance targets set by our Compensation Committee last year, particularly in a year in which the price of our shares declined as much as it did. On the other hand, our Compensation Committee wished to recognize the considerable accomplishments of Mr. Frederico and our other named executive officers in leading our Company through the difficult year. The Compensation Committee also ~~decided~~believes the contributions of each of these individuals is critical to ~~increase the base salary of Ms. Chow to $525,000 in 2019 from $500,000 in 2018 in recognition of her successful transition to general counsel in 2018~~successfully accomplish our multi-year transformation into a diversified financial services company with a dual focus on financial guaranty insurance and ~~her contributions to our strategic initiatives.~~asset management. The Compensation Committee ~~believes~~addressed these objectives by granting these individuals long-term equity awards that it is critical for Ms. Chow to remain highly motivated in 2019, especially in light of demands it anticipates will be made on her in connection with our continued focus on developments in and litigation regarding Puerto Rico and our many corporate initiatives, including potential additional alternative investment activity.

~~EXECUTIVE COMPENSATION CONCLUSION~~

We received advisory shareholder approval of over 98% with respect to the compensation we paid to our named executive officers in the three years after we last made changes to our executive compensation program in 2015, until last year. After last year’s lower~~say-on-pay~~ ~~approval percentage, we sought feedback from our shareholders and advice from Cook. In response,~~ the Compensation Committee ~~determined~~believes will provide appropriate motivation for them to ~~make a number of additional changes in our executive compensation program in 2019.~~

~~Despite Mr. Frederico’s achievements during~~see the ~~2018 performance year, which the Compensation Committee scored higher than his achievements during the 2017 performance year, the Compensation Committee determined to respond to thesay-on-pay~~ result, based on shareholder feedback and advice from Cook, by reducing Mr. Frederico’s individual cash target multiple to 2.0x from 2.5x. The Compensation Committee also introduced negative discretion in its scoring of financial performance goals that were exceeded but where the results were still below the prior year, and exercised that negative discretion in February 2019 for both financial performance measures where it was relevant. As a consequence, despite Mr. Frederico’s 2018 achievements, his cash incentive payment of $3,812,000 this year reflected a reduction of $713,000 (more than 15%) from his cash incentive payment of $4,525,000 last year.

~~The Compensation Committee also redesigned its long-term equity incentive program in response to thesay-on-pay~~ result and based on shareholder feedback and advice from Cook, increasing the portion of the award linked to performance and redesigning the PSUs to be linked to the growth in our Core ABV per share and our TSR relative to the 55th percentile of the Russell Midcap Financial Services Index, in each case over a three-year period. The Compensation Committee believes these new PSUs link our executive officers’ interests even more closely to those of our shareholders than the old PSUs did.transformation through.

The Compensation Committee believes that our executive compensation program rewards performance and motivates ~~the~~our executive officers to increase shareholder value, and that it is therefore appropriate and in the best interests of our Company and our shareholders. Our strategy requires exceptionally qualified and experienced management in senior financial guaranty executive, finance and legal positions, including personnel with skills and experience in reinsurance, acquisitions and corporate integration as well as asset management, and the ability to deal with adverse market conditions and take advantage of market opportunities. During this critical period in our Company’s history, the Compensation Committee believes that retaining and motivating our executive officers and staff is essential, and that the various elements of total compensation have worked well to attract, retain and properly reward management for their performance.

PAYOUT UNDER PERFORMANCE RETENTION ~~PLAN~~AWARDS

~~The~~ Performance Retention ~~Plan,~~Awards, which we refer to as ~~the PRP,~~PRA, had been utilized as a form of incentive compensation for the executive officers until 2015. ~~Its~~Their focus on adjusted book value and operating return on equity over a multi-year performance period reduced the incentive to concentrate on short-term gain and fostered a long-term view that minimized unnecessary or excessive risk taking.

In response to shareholder feedback that we should simplify our executive compensation program and emphasize equity rather than cash for incentive compensation, the Compensation Committee stopped granting our then executive officers new ~~PRP awards~~PRA beginning in 2015. We ~~continued~~continue to grant ~~PRP awards~~PRA to employees other than our executive officers. Ms. Chow, who was not an executive officer until 2018, continued to receive ~~PRP awards~~PRA through February 2017, so she ~~also~~ received aher last PRA cash distribution in March ~~2018 resulting from her PRP awards in February 2015, 2016 and 2017.~~2021.

The principal amount of each ~~PRP award~~PRA is divided into three installments. The portion of principal associated with each installment and the performance period relating to such installment are set out in the terms of the award.

The award payment for each installment is the product of:

Principal amount of award

Portion of principal associated with installment

50% of the sum of 1 and the percentage change in the core ABV per share for the relevant performance period

50% of the sum of 1 and the core operating ROE for the relevant performance period

The ~~individual PRP payouts~~payout for ~~amounts~~the amount that vested on December 31, ~~2018 are~~2020 is set forth in footnote 2 to the Summary Compensation Table. ~~Those PRP payouts were~~The payout is a function of decisions made in February ~~2015, 2016 and~~ 2017 regarding the amount of ~~PRP~~PRA to ~~award relating to the~~grant Ms. ~~Chow’s achievements~~Chow before she became an executive officer, ~~and during the 2014, 2015 and 2016 performance years,~~ as well as growth in core ABV per share and the core operating ROE during the relevant performance ~~periods.~~period.

COMPENSATION GOVERNANCE

The Role of the Board’s Compensation Committee

The Compensation Committee oversees all aspects of our executive compensation program. The Compensation Committee has responsibility for:

Establishing executive compensation policies

Determining the compensation of our CEO

Reviewing our CEO’s compensation recommendations regarding other senior officers and determining appropriate compensation for such officers

Our Board has adopted a Compensation Committee Charter to govern the Compensation Committee’s activities. The charter, which may be found on our website at www.assuredguaranty.com/governance, is reviewed annually by the Compensation Committee. Under its charter, the Compensation Committee is authorized to retain compensation, legal, accounting and other expert consultants at our expense.

The Role of the Independent Consultants

For more than ten years, including in ~~2018,~~2020, the Compensation Committee has engaged FW Cook as its independent compensation consultant and considered advice and information from that firm in determining the amount and form of compensation for the executive officers. ~~Every two years,~~Periodically, the Nominating and Governance Committee also engages FW Cook to conduct a comprehensive review of the compensation package for the independent directors; FW Cook last undertook such a comprehensive review in ~~2017 and updated that review in 2018.~~2019.

In ~~2018,~~2020, FW Cook’s work for the Compensation Committee included analyzing our compensation practices in light of best practices, providing a compensation risk assessment, reviewing and advising us on changes to our comparison group of companies, collecting and providing relevant market data, reviewing data and analyses provided by other consultants, and updating the Compensation Committee with respect to evolving governance trends.

The Compensation Committee has considered the independence of FW Cook in light of SEC rules and NYSE listing standards. It has requested and received a letter from FW Cook in ~~2018~~2020 affirming factors relevant to assessing FW Cook’s independence. The Compensation Committee discussed the content of the letter and concluded that FW Cook’s work did not raise any independence or conflict of interest issues.

When the Compensation Committee began to ~~seriously~~ contemplate amending the long term equity incentive program to include performance share units based on relative TSR performance in 2018, we engaged Aon to model ~~the~~ the grant date fair value and ultimate performance and payout of hypothetical Relative TSR PSUs with various characteristics and, once the characteristics of the Relative TSR PSUs were settled, to provide grant date valuation of the Relative TSR PSUs and to provide Relative TSR PSU value tracking over the life of the Relative TSR PSUs. Aon’s compensation consulting work for us began in 2018 and ~~continued into~~concluded with our establishment of the TSR PSUs in February 2019. While we have engaged Aon to calculate and report on the value of the TSR PSUs on an ongoing basis, we have not engaged Aon as a compensation consultant since we established the TSR PSUs in February 2019.

The Compensation Committee has considered the independence of Aon in light of SEC rules and NYSE listing standards. It has requested and received a letter from Aon in early 2019 affirming factors relevant to assessing Aon’s independence. The Compensation Committee discussed the content of the letter and concluded that Aon’s work did not raise any independence or conflict of interest issues.

Executive Compensation Comparison Group

The Compensation Committee examines pay data for the following 1621 companies to review pay practices, identify compensation trends, and benchmark its executive compensation decisions:



~~Alleghany Corporation~~ Affilated Managers Group	Enstar Group Limited	Radian Group


~~Arch Capital Group~~ Alleghany Corporation	Essent Group, Ltd.	RenaissanceRe Holdings


~~Argo~~ Arch Capital Group ~~International Holdings, Ltd.~~	Everest Re Group, Ltd.	~~Selective Insurance Group, Inc~~ Sculptor Capital


~~Assurant, Inc.~~ Argo Group International Holdings, Ltd.	~~First American Financial Corporation~~ Federated Hermes	~~The Hanover~~ Selective Insurance Group, ~~Inc.~~Inc


~~AXIS Capital Holdings Limited~~ Assurant, Inc.	~~MGIC Investment~~ First American Financial Corporation	~~White Mountains~~ The Hanover Insurance Group, Inc.


~~Eaton Vance Corp.~~ AXIS Capital Holdings Limited	Janus Henderson Group	Virtus Investment Partners

Eaton Vance Corp.	MGIC Investment Corporation	White Mountains Insurance Group, Inc.

~~Companies new to the comparison group this year are indicated in~~~~bold~~.

The Compensation Committee has long recognized that the comparison group has limitations. Our company is the only publicly-traded financial ~~guarantor~~services company primarily writing new financial guaranty business in today’s markets.

Notably, the comparison group consists primarily of mortgage finance and property and casualty insurance and reinsurance ~~companies.~~companies, along with the six asset managers (reflecting our expansion into asset management). Despite the specialized nature of our primary financial guaranty business, our Compensation Committee looks for companies domiciled in Bermuda or with a similar size, global business model and compensation mix to ~~ours.~~ours, along with publicly traded asset management companies to reflect the establishment of Assured Investment Management. Although the factors the Compensation Committee considers for its compensation decisions and the level of compensation may differ from those for the comparison group, the Compensation Committee finds it useful to consider the pay practices at these companies.

This differs from the approach of some analysts, who may construct a compensation comparison group based on companies that fall within the same Standard & Poor’s GICS code with somewhat similar revenue and market capitalization as ours but with business models and leadership needs quite different than ours. Such an approach has resulted in one organization developing a compensation comparison group for use in analyzing our compensation practices that includes two small regional property and casualty companies and a small southern insurer that sells liability insurance to doctors and health facilities; these companies, their business models and their leadership needs are not comparable to those of a global leader in specialty financial guaranty products, as we are.

In ~~November 2018,~~October 2020, FW Cook met with ~~members of~~ the Compensation Committee to review the comparison group ~~from the prior year,~~ and to discuss whether other companies should be considered for inclusion in the group, which at the time was composed of 20 companies. Based on FW Cook’s review and the continued importance of the asset management business to our strategic vision, and due to the acquisition of Legg Mason (which had been one of the 20 companies) by Franklin Resources on July 31, 2020, and the anticipated closing of the acquisition of Eaton Vance by Morgan Stanley in the ~~prior year comprised 12 companies.~~second quarter of 2021, FW Cook ~~reminded~~recommended to the Compensation Committee that ~~no changes had been made in the~~we remove Legg Mason from our comparison group ~~in November 2017 when it was last considered, but that since that time one of~~and add two additional asset management companies.

To determine the 12asset management companies ~~Validius Holdings, had been acquired and removed from the comparison group. Cook performed an independent review~~ to ~~determine whether to change or~~ add, ~~to the remaining 11 companies in the comparison group. Based on that review, Cook recommended making several changes to the comparison group.~~

Cook informed the Compensation Committee that it recommended removing three companies from the comparison group. Two of the companies, Ambac Financial Group and MBIA, while also in the financial guaranty business, are in~~run-off~~ and have market capitalization much lower than ours. The third, Aspen Insurance Holdings, was being acquired by Apollo. Cook observed that, without these companies, the comparison group would be down to eight companies, and that a larger comparison group would provide a more statistically reliable data set.FW Cook looked for companies that were similar to ~~us,~~our asset management business, screening for size, business model and presence in a peer ~~network,~~network. FW Cook’s recommendation to add Federated Hermès and ~~recommended adding to our comparison group~~Vitrus Investment Partners was accepted by the ~~eight insurance companies~~Compensation Committee. They are indicated inbold in the above list.

FW Cook advised the Compensation Committee that, as of ~~September 30, 2018,~~December 31, 2019, ourone-year ~~TSR~~and three-year TSRs ranked innear the 71^st ~~percentile~~median of the ~~revised~~21-company comparison ~~group and our three-year TSR was in the 93~~^rd ~~percentile.~~group. FW Cook also informed the Compensation Committee that, as of September 30, ~~2018,~~2020, our latest four quarters of net income was near the median of our revised comparison group and our market capitalization was below the 25th percentile of the revised comparison group; our total assets were between the median and the 75th percentile; and both our latest four quarters of revenue and ~~market capitalization fall between~~number of employees were in the ~~25th percentile and median~~bottom quartile of the ~~revised comparison group; our latest total assets were near the median; and our latest four quarters of net income is near the revised comparison group’s “high” number.~~group.

The revised comparison group consists of companies that, like our Company, have a business model that involves underwriting or credit risk, a holding company structure, and similar size as measured by revenues, assets and market capitalization. ~~Based on Cook’s recommendation, the Compensation Committee agreed that the 16 companies listed above would constitute the Company’s comparison group for 2018.~~

Executive Officer Recoupment Policy

Our Board of Directors adopted a recoupment (or clawback) policy in February 2009 pursuant to which the Compensation Committee may rescind or recoup certain of the compensation of an executive officer if such person engages in misconduct related to a restatement of our financial results or of objectively quantifiable performance goals, and the achievement of those goals is later determined to have been overstated.

In connection withRule 10D-1 proposed by the SEC, the Compensation Committee amended the recoupment policy in November 2015 so that it would apply, to the extent required by law, to incentive compensation received in the three year period before a determination that a material restatement is required. The amended recoupment policy allows the Company to recoup incentive compensation which is granted before the adoption and effectiveness of a finalRule 10D-1, but which may be subject to the three year look-back period of any such final rule.

~~Stock~~Share Ownership Guidelines

To demonstrate our commitment to building shareholder value, the Board of Directors adopted management ~~stock~~share ownership guidelines. Our guidelines do not mandate a time frame by which this ownership must be attained, but each executive officer must retain 100% of his or her after-tax receipt of ~~Company stock~~our Common Shares until he or she reaches ~~his~~their ownership goal. Please see “Information About Our Common Share Ownership—How Much Stock is Owned by Directors and Executive Officers” for detailed information on the executive officers’ stock ownership.

The chart below shows the guideline for each of our named executive officers and each executive’s stock ownership as of March ~~14, 2019,~~12, 2021, the record date, using ~~$44.79,~~$44.19, the closing price of one of our Common Shares on the NYSE on such date.

Named Executive Officer

Guideline

Current Ownership

Dominic J. Frederico

7 × Salary

51.1 × Salary

⁽¹⁾

Robert A. Bailenson

75 × Salary

~~52.1~~15.0 × Salary

Ling Chow⁽²⁾

~~Robert A. Bailenson~~

5 × Salary

4.8 × Salary

Russell B. Brewer II

5 × Salary

~~13.9~~16.3 × Salary

David A. Buzen⁽³⁾

~~Russell B. Brewer II~~

5 × Salary

53.9 × Salary

~~13.8 × Salary~~

Ling Chow*

~~5 × Salary~~

~~3.7 × Salary~~

~~Bruce E. Stern~~

~~5 × Salary~~

~~12.4 × Salary~~

*(1)	Common shares beneficially owned by Mr. Frederico include 300,000 shares he pledged in accordance with our stock trading policy.

(2)	Ms. Chow became an executive officer in 2018.

(3)	Mr. Buzen became an executive officer in 2020.

These ownership levels include shares owned and, in the case of Mr. Bailenson, vested share units credited to hisnon-qualified retirement plan. Unvested RSUs and unvested performance share units ~~and unexercised options~~ do not count towards the guidelines. Some of the executive officers who have reached their share ownership goals have made gifts of shares to family or to charitable or educational institutions.

Anti-Hedging Policy

We adopted an anti-hedging policy in 2013 that explicitly prohibits employees and directors from hedging our Common Shares.

Anti-Pledging Policy

Our stock trading policy prohibits employees and directors from pledging our Common Shares without the approval of both our General Counsel and the Nominating and Governance Committee. ~~There have been no~~Our stock trading policy requires that, in order to grant such ~~transactions~~approval, our Nominating and Governance Committee determine that the person making the pledge demonstrates the financial capacity to ~~date.~~repay the loan (which does not constitute margin debt) without resorting to the pledged securities. Mr. Frederico has pledged 300,000 of our Common Shares. Even if such shares are excluded from his total, on March 12, 2021, Mr. Frederico owned Common Shares in an amount equal to 40.5x his salary, significantly in excess of his guideline of 7x his salary. No other director or executive officer has pledged Common Shares.

Award Timing

The Compensation Committee meets during our February board meeting to make executive compensation decisions with respect to the previous year’s performance and to make its compensation recommendations to the other directors. After consulting with the Board, the Compensation Committee approves executive officer salary increases (if any), cash incentive compensation, and long-term equity incentive awards. Payments ~~under existing PRP awards (if any) and~~of cash incentives are not ~~paid~~made until after we file with the SEC our Annual Report onForm 10-K for the previous calendar year.

POST-EMPLOYMENT COMPENSATION

Retirement Benefits

We maintaintax-qualified andnon-qualified defined contribution retirement plans for our executive officers and other eligible employees. We do not maintain any defined benefit pension plans. The Compensation Committee and our management believe that it is important to provide retirement benefits to employees who reach retirement in order to attract and retain key employees. All retirement benefits are more fully described ~~on page 59~~below under “Potential Payments Upon Termination or Change in Control.”



Benefit Under Defined Contribution Plans		Description
Core contribution		We contribute 6% of each employee’s salary and cash bonus compensation, which we refer to as eligible ~~compensation~~compensation; we increased this contribution rate to 7% as of January 1, 2020 for the portion made to our tax-qualified plan (the contribution rate for the portion made to our nonqualified supplemental employee retirement plan remained at 6%).
Company match		We match 100% of each employee’s contribution, up to 6% of eligible ~~compensation~~compensation; we increased this cap to 7% as of January 1, 2020 for portion made to our tax-qualified plan (the matching rate for the portion made to our nonqualified supplemental employee retirement plans remained at 6%).

Severance

Under our severance policy for executive officers, following the executive’s involuntary termination without cause or voluntary termination for good reason and subject to the executive signing a release of claims, the executive will receive alump-sum payment in an amount equal to one year’s salary plus his average cash incentive amount over the preceding three-year period, plus apro-rata annual cash incentive amount for the year of termination and an amount equal to one year of medical and dental premiums. The executive officer’s receipt of severance benefits is subject to his compliance withnon-competition,non-solicitation, and confidentiality restrictions during his employment and for a period of one year following termination of employment. We, in our discretion, may choose to pay one year of base salary to an executive who terminates employment for a reason other than involuntary termination without cause or voluntary termination for good reason, in which case the executive will also be subject tonon-competition,non-solicitation, and confidentiality restrictions following his termination of employment.

Change In Control Benefits

We provide change in control benefits to encourage executives to consider the best interests of shareholders by mitigating any concerns about their own personal financial well-being in the face of a change in control of our Company. Based on shareholder input and changing market trends, since 2011, in the event of a change in control:

Long-term incentive awards will vest only upon certain terminations of employment following a change in control (double-trigger)

Such awards will vest upon a change in control (single-trigger) if the acquirer does not assume the awards

We do not provide excise tax reimbursements andgross-up payments in the case of a change in control

Detailed information is provided ~~on page 60~~below under “Potential Payments Upon Termination or Change in Control.”

TAX TREATMENT

Section 162(m) of the Internal Revenue Code limits the deductibility of annual compensation in excess of $1 million paid to “covered employees” of the ~~Company, unless the compensation satisfied an exception, such as the exception for performance-based compensation.~~Company. On December 22, 2017, the ~~2017~~ Tax Cuts and Jobs Act (the “Act”) was enacted, which, among other things, ~~repealed~~eliminated the ability of companies to rely on the performance-based compensation exception to such deduction limitation under Code Section 162(m) and expanded the definition of covered employee. ~~The~~For 2018 and after, our covered employees generally include anyone who (i) was the CEO or CFO at any time during the year, (ii) was one of the other NEOs who was an Executive Officer as of the last day of the fiscal year, and (iii) was a covered employee for any previous year after 2016.

As a result of the changes in the Act, beginning in 2018, the Company is no longer able to ~~Section 162(m) are effective~~take a deduction for ~~taxable years beginning after December 31, 2017. The 2017 Tax Act includes a transition rule so that these changes do not apply to~~any compensation paid ~~pursuant~~ to ~~a “binding written contract” that~~our covered employees in excess of $1 million unless the compensation originally was exempt from such limitation and qualifies for transition relief applicable to certain arrangements in ~~effect~~place on November 2, ~~2017 and that was not materially modified on or after such date.~~

2017. Because of the performance-based compensation exception repeal, amounts paid pursuant to a contract effective after November 2, 2017 will not be deductible as performance-based compensation, and the Compensation Committee will not need to consider the requirements of the performance-based compensation exception when considering the design of any such future contracts as part of our compensation program. For amounts paid under contracts in effect on November 2, 2017 that were intended to constitute performance-based compensation, the Compensation Committee will continue to consider the performance-based compensation exception when making determinations of performance under those contracts.

The 2017 Tax Act also expands the definition of covered employee. For 2017, our covered employees included our CEO and other named executive officers (but not the chief financial officer) who were executive officers as of the last day of our fiscal year. For 2018 and thereafter, our covered employees will generally include anyone who (i) was our CEO or chief financial officer at any time during the year, (ii) was one of the other named executive officers who was an executive officer as of the last day of the fiscal year, and (iii) was a covered employee for any previous year after 2016.

As with prior years, although the Compensation Committee will consider deductibility under Section 162(m) with respect to the compensation arrangements for executive officers, deductibility will not be the sole factor used in determining ~~appropriate~~ levels or methods of compensation. The Compensation Committee considers many factors when designing its compensation arrangements in addition to the deductibility of the compensation, and maintains the flexibility to grant awards or pay compensation amounts that arenon-deductible if they believe it is in the best interest of our Company and our shareholders.

~~In addition,~~ Section 409A of the Internal Revenue Code imposes restrictions on nonqualified deferred compensation plans. We maintain deferred compensation plans for the benefit of our employees, including nonqualified deferred compensation plans that provide for employee and employer contributions in excess of the IRS defined contribution plan limits. The deferred compensation plans we maintain are intended to be exempt from the requirements of Section 409A or, if not exempt, to satisfy the requirements of Section 409A, and we have reviewed and, where appropriate, have amended each of our deferred compensation plans to meet the requirements.

Finally, Section 457A of the Internal Revenue Code imposes restrictions on nonqualified deferred compensation plans maintained by a nonqualified entity (which generally includes an entity in a jurisdiction that is not subject to U.S. income tax or a comprehensive foreign income tax). The deferred compensation plans we maintain are intended to be exempt from the requirements of Section 457A.

N~~ON-GAAP~~NON-GAAP FINANCIAL MEASURES

This proxy statement references financial measures that are not determined in accordance with U.S. GAAP, and are identified as core, operating, PVP ornon-GAAP. Although thesenon-GAAP financial measures should not be considered substitutes for U.S. GAAP measures, our management and Board consider them important performance indicators and have employed them as well as other factors in determining senior management incentive compensation.

We referenced in theManagement’s Discussion and Analysis in our Annual Report on Form10-K for the year ended December 31, ~~2018~~2020 certain of thenon-GAAP financial measures we use in this proxy statement. The definitions for thosenon-GAAP

financial measures, which are listed below, and how they may be calculated from the most directly comparable GAAP financial measures, may be found on pages 92102 to 97107 of our Annual Report onForm 10-K for the year ended December 31, ~~2018.~~2020, which is available on our website at www.assuredguaranty.com.

•

~~non-GAAP~~adjusted operating income

•

~~non-GAAP~~adjusted operating shareholders’ equity

•

~~non-GAAP~~adjusted book value (ABV)

•

PVP or present value of new business production

This proxy also references certainnon-GAAP financial measures, which are identified as “core”, that our management and Board also consider important performance indicators and have employed, as well as other factors, in determining senior management incentive compensation. These “core” measures, and how they are calculated from our GAAP financial statements, are as follows:

•

Core operating income per diluted share. After making the adjustments to net income attributable to Assured Guaranty Ltd. described on pages 93103 to 94104 of ~~the Company’s~~our Annual Report on Form10-K,Management’s Discussion and Analysis,Non-GAAP Financial Measuresto arrive at~~non-GAAP~~ adjusted operating income, ~~the Company subtracts~~we subtract the gain (or loss) included in net income related to FG VIE consolidation, net of the tax provision, ~~also disclosed in such section of the Form10-K,~~ and to calculate the per diluted share amount divides the result by the weighted average diluted Common Shares during the period. Our adjusted operating income is shown in the table on page 85 of our Annual Report on Form 10-K,Management’s Discussion and Analysis, Results of Business Operations, Business Segments, and the gain (or loss) included in net income related to VIE consolidation is shown in the same table as “Other.”

•

Core operating shareholders’ equity per share.After making the adjustments to shareholders’ equity attributable to Assured Guaranty Ltd. described on pages 94103 to 96105 of ~~the Company’s~~our Annual Report on Form10-K,Management’s Discussion and Analysis,Non-GAAP Financial Measuresto arrive atnon-GAAP operating shareholders’ equity, ~~the Company subtracts~~we subtract the gain (or loss) related to FG VIE consolidation, net of the tax provision, also disclosed in such section of the Form10-K, and to calculate the per share amount ~~divides~~divide by the number of Common Shares outstanding.

•

Core ABV. After making the adjustments to shareholders’ equity attributable to Assured Guaranty Ltd. described on pages 94103 to 96105 of ~~the Company’s~~our Annual Report on Form10-K,Management’s Discussion and Analysis,Non-GAAP Financial Measuresto arrive at~~non-GAAP~~ adjusted book value (ABV), ~~the Company subtracts~~we subtract the gain (or loss) related to FG VIE consolidation, net of the tax provision, also disclosed in such section of theForm 10-K, and to calculate the per share amount ~~divides~~divide by the number of Common Shares outstanding.

•

Core operating ROE. Core operating ROE is calculated as core operating income divided by the average of core operating shareholders’ equity at the beginning and end of the period.

5164

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Company’s Annual Report onForm 10-K for the year ended December 31, ~~2018~~2020, and this proxy statement. The foregoing report has been approved by the Compensation Committee.

~~Patrick~~Thomas W. ~~Kenny,~~Jones, Chairman

G. Lawrence Buhl

~~Simon~~Patrick W. ~~Leathes~~Kenny

5265

~~2018~~ SUMMARY COMPENSATION TABLE

The following table provides compensation information for ~~2018, 2017~~2020, 2019 and ~~2016~~2018 for our named executive officers.


Name and Principal Position	Year		Salary		Stock Awards⁽¹⁾		Non-Equity Incentive Plan Compen- sation⁽²⁾		All Other Compen- sation⁽³⁾		Total		Year		Salary			Stock Awards⁽¹⁾		Non-Equity Incentive Plan Compen- sation⁽²⁾		All Other Compen- sation⁽³⁾		Total

Dominic J. Frederico,		2018		$1,250,000		$6,865,967		$3,812,000		$843,935		$12,771,902		2020		$1,250,000			$5,964,855		$2,979,625		$682,044		$10,876,524

President and Chief		2017		$1,250,000		$6,588,270		$4,862,500		$826,014		$13,526,784		2019		$1,250,000			$6,424,343		$3,727,000		$752,127		$12,153,470
Executive Officer		2016		$1,150,000		$5,090,589		$5,717,851		$768,875		$12,727,315
Robert A. Bailenson,		2018		$700,000		$1,791,111		$1,949,920		$314,899		$4,755,930
Chief Financial		2017		$625,000		$1,557,236		$1,953,125		$286,085		$4,421,446
Officer		2016		$600,000		$1,119,915		$2,207,475		$230,530		$4,157,920
Russell B. Brewer II,		2018		$525,000		$1,313,465		$1,583,715		$286,076		$3,708,256
Chief Surveillance		2017		$500,000		$1,317,654		$1,734,250		$253,803		$3,805,707
Officer		2016		$450,000		$1,119,915		$1,762,939		$223,481		$3,556,335
Ling Chow		2018		$500,000		$1,275,345		$1,631,350		$195,344		$3,602,039
General Counsel
Bruce E. Stern,		2018		$500,000		$955,293		$1,227,800		$207,800		$2,890,893

Executive Officer		2017		$470,000		$838,490		$1,255,420		$192,864		$2,756,774		2018		$1,250,000			$6,865,967		$3,812,000		$843,935		$12,771,902
		2016		$450,000		$712,678		$1,274,087		$184,236		$2,621,001
Robert A. Bailenson,														2020		$800,000			$1,325,546		$1,669,360		$367,904		$4,162,810

Chief Financial Officer														2019		$700,000			$1,606,106		$1,994,720		$364,809		$4,665,635

														2018		$700,000			$1,791,111		$1,949,920		$314,899		$4,755,930

Ling Chow,														2020		$550,000			$1,016,267		$1,481,135		$264,960		$3,312,362

General Counsel														2019		$525,000			$1,070,695		$1,769,140		$236,317		$3,601,152

														2018		$500,000			$1,275,345		$1,631,350		$195,344		$3,602,039

Russell B. Brewer II,														2020		$525,000			$1,016,267		$1,286,093		$268,315		$3,095,675

Chief Surveillance Officer														2019		$525,000			$1,177,776		$1,548,015		$284,043		$3,534,834

														2018		$525,000			$1,313,465		$1,583,715		$286,076		$3,708,256

David A. Buzen,														2020		$612,500	⁽⁴⁾		$662,752		$1,306,585		$235,131		$2,816,968

Chief Investment Officer and

Head of Asset Management

(1)	This column represents the grant date value of performance share unit awards and restricted share unit awards granted in 2020, 2019 and 2018 ~~2017~~for 2019, 2018 and ~~2016 for~~ 2017 ~~2016 and 2015~~ performance, respectively.

(2)

This column represents cash incentive compensation for ~~2018, 2017~~2020, 2019 and ~~2016~~2018 paid in 2021, 2020 and 2019, ~~2018 and 2017,~~ respectively, ~~and~~plus, in the case of Ms. Chow, the vesting date value of ~~awards under our~~ Performance Retention ~~Plan (PRP)~~Awards (PRA) granted in 2017, 2016 ~~2015, 2014~~ and ~~2013~~2015 that vested on December 31 of ~~2018, 2017~~2020, 2019 and ~~2016~~2018 and were paid in March ~~2019, 2018~~2021, 2020 and ~~2017,~~2019, respectively, as further described in the table below. As discussed in “Compensation Discussion and Analysis—Payout Under Performance Retention ~~Plan”~~Awards” above, beginning in February 2015, executive officers no longer receive grants of ~~PRP awards.~~PRA. The last ~~PRP award~~PRA grant to most of the executive officers was ~~granted~~made in February 2014 for the 2013 performance year and the last installment of that award vested on December 31, 2017. However, Ms. Chow became an executive officer in 2018 and was granted ~~PRP awards~~PRA through February 2017. She had ~~PRP awards~~PRA grants vest on December 31, 2018, ~~and is expected to have awards continue to vest through~~ December 31, ~~2020.~~2019 and December 31, 2020; her last PRA installment has now vested.

D. Frederico

R. Bailenson

R. Brewer

L. Chow

B. Stern

  2018 Cash Incentive Compensation

$3,812,000

$1,949,920

$1,583,715

$1,260,800

$1,227,800

  2018 PRP Payout

—

—

—

$370,550

—

  Total

$3,812,000

$1,949,920

$1,583,715

$1,631,350

$1,227,800



	2020		2019		2018

Cash Incentive Compensation		$1,292,885		$1,461,390		$1,260,800

PRA Payout		$188,250		$307,750		$370,550

Total		$1,481,135		$1,769,140		$1,631,350

(3)

All Other Compensation for ~~2018~~2020 consists of the benefits set forth in the table below. Contributions to defined contribution retirement plans include contributions with respect to salary and cash incentive compensation. The Miscellaneous category within All Other Compensation includes Bermuda club fees, Bermuda health insurance, ~~gym fees,~~anniversary awards, and executive physicals.



	D. Frederico		R. Bailenson		R. Brewer		L. Chow		B. Stern		D. Frederico		R. Bailenson		L. Chow		R. Brewer		D. Buzen
Employer Contribution to Retirement Plans		$693,000		$291,375		$242,760		$180,000		$191,750		$602,669		$340,795		$246,795		$254,190		$210,131
Bermuda Housing Allowance		$22,043		—		—		—		—		$5,264		—		—		—		—
Bermuda Car Allowance		$20,000		—		—		—		—		$20,000		—		—		—		—
Bermuda Travel Allowance		$15,000		—		—		—		—		$15,000		—		—		—		—
Tax Preparation/Financial Planning		$37,217		$1,100		$21,280		—		$75
Tax Return Preparation												—		—		$4,840		$11,000		—
Matching Gift Donations		$15,000		$15,000		$15,000		$8,300		$8,550		$15,000		$20,000		$13,325		$3,125		$25,000
Business-Related Spousal Travel		$20,163		$7,424		$7,036		$7,044		$3,387		—		$2,109		—		—		—
Miscellaneous		$21,512		—		—		—		$4,038		$24,111		$5,000		—		—		—
Total		$843,935		$314,899		$286,076		$195,344		$207,800		$682,044		$367,904		$264,960		$268,315		$235,131

(4)	Mr. Buzen’s salary was raised from $500,000 to $800,000 in August 2020 in recognition of the substantially increased responsibility he was assuming when he assumed the role of Chief Investment Officer and Head of Asset Management; his 2020 blended salary is shown here.

5366

EMPLOYMENT AGREEMENTS

None of our named executive officers currently have any employment agreements with the Company.

PERQUISITE POLICY

Our Company has established a perquisite policy pursuant to which we provide executive officers certain perquisites that are not available to employees generally. We believe that perquisites we provide to our named executive officers meet certain business objectives and that the benefit our Company receives from providing these perquisites significantly outweighs the cost of providing them. We feel these perquisites minimize distractions to our named executive officers, thereby enabling them to perform their responsibilities more efficiently. These include tax preparation, ~~financial planning (until 2019, when it was eliminated),~~ annual executive medical exams (for persons who became executive officers prior to December 31, 2017) and, for our executive officers located in Bermuda, housing and car allowances, Bermuda club memberships, and family travel stipend. In light of the challenges of the Bermuda market, including travel to and from the island, and the cost of living and maintaining a residence, the Bermuda perquisites are consistent with competitive practices in the Bermuda market and have been necessary for recruitment and retention purposes. Any of these perquisites may be modified by the Compensation Committee without the consent of the executive officers.

Prior to January 1, 2019, we provided tax preparation and financial planning services as a perquisite to maximize the value of Company-provided compensation and to assist our named executive officers with tax compliance in various jurisdictions, especially since some of our named executive officers fulfill their responsibilities to the Company by working outside their home country for a portion of their time. Beginning January 1, 2019, we no longer provide financial planning services.

In determining the total compensation payable to our named executive officers, the Compensation Committee considers perquisites in the context of the total compensation which our named executive officers are eligible to receive. However, given the fact that perquisites represent a relatively small portion of the executive’s total compensation, the availability of these perquisites does not materially influence the decisions made by the Compensation Committee with respect to other elements of the total compensation to which our named executive officers are entitled to or which they are awarded.

SEVERANCE POLICY

Our Company has adopted a severance policy for executive officers. For further detail, see the discussion in “Compensation Discussion and Analysis—Post-Employment Compensation—Severance” and “Potential Payments Upon Termination or Change ofControl—Change-in-Control Severance”. A severance policy enables us to attract and retain top candidates for our executive positions and enables us to have good relations with those executives.

EMPLOYEE STOCK PURCHASE PLAN

We maintain a broad based employee stock purchase plan that gives our eligible employees the right to purchase our Common Shares through payroll deductions at a purchase price that reflects a 15% discount to the market price of our Common Shares on the first or last day of the relevant subscription period, whichever is lower. No participant may purchase more than $25,000 worth of Common Shares under this plan in any calendar year. In ~~2018,~~2020, Mr. Frederico, Mr. ~~Stern~~Buzen and two other executive officers participated in the employee stock purchase plan; Mr. Frederico and Mr. ~~Stern~~Buzen participated to the maximum extent possible.

As discussed in “Proposal No. 3: Approval of Employee Stock Purchase Plan, as Amended” on pages 68 to 71, we are presenting a proposal at the Annual General Meeting to amend this plan to increase the number of Common Shares available for delivery.

INDEMNIFICATION AGREEMENTS

We enter into indemnification agreements with our directors and executive officers. These agreements are in furtherance of ourBye-Laws which require us to indemnify our directors and officers for acts done, concurred in or omitted in or about the execution of their duties in their respective offices.

The indemnification agreements provide for indemnification arising out of specified indemnifiable events, such as events relating to the fact that the indemnitee is or was one of our directors or officers or is or was a director, officer, employee or agent of another entity at our request or relating to anything done or not done by the indemnitee in such a capacity.

The indemnification agreements provide for advancement of expenses.

These agreements provide for mandatory indemnification to the extent an indemnitee is successful on the merits. To the extent that indemnification is unavailable, the agreements provide for contribution.

The indemnification agreements set forth procedures relating to indemnification claims.

The agreements also provide for maintenance of directors’ and officers’ liability insurance.

5467

~~2018~~2020 GRANTS OF PLAN-BASED AWARDS

The following table sets forth information concerning grants of plan-based awards for our named executive officers made during ~~2018.~~2020.



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards							Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards

Name	Grant Date		Target	Maximum		Threshold	Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units	Grant Date Fair Value of Stock and Option Awards⁽⁵⁾	Grant Date		Target	Maximum		Threshold	Target	Maximum	All Other Stock Awards: Number of Shares of Stock or Units	Grant Date Fair Value of Stock and Option Awards⁽⁵⁾
Dominic J. Frederico	Feb. 21, 2018⁽¹⁾		$2,500,000	$5,000,000		—	—	—	—	—	Feb. 26, 2020⁽¹⁾		$2,500,000	$5,000,000		—	—	—	—	—
	Feb. 21, 2018⁽²⁾		—	—		41,118.5	82,237	164,474	—	$3,753,297	Feb. 26, 2020⁽²⁾		—	—		21,379	42,758	106,895	—	$1,665,852
	Feb. 21, 2018⁽³⁾		—	—		—	—	—	82,237	$3,112,670	Feb. 26, 2020⁽³⁾		—	—		21,379	42,758	85,516	—	$1,842,442
											Feb. 26, 2020⁽⁴⁾		—	—		—	—	—	57,010	$2,456,561
Robert A. Bailenson	Feb. 21, 2018⁽¹⁾		$1,400,000	$2,800,000		—	—	—	—	—	Feb. 26, 2020⁽¹⁾		$1,600,000	$3,200,000		—	—	—	—	—
	Feb. 21, 2018⁽²⁾		—	—		10,726.5	21,453	42,906	—	$979,115	Feb. 26, 2020⁽²⁾		—	—		4,751	9,502	23,755	—	$370,198
	Feb. 21, 2018⁽³⁾		—	—		—	—	—	21,453	$811,996
Russell B. Brewer II	Feb. 21, 2018⁽¹⁾		$1,050,000	$2,100,000		—	—	—	—	—
	Feb. 21, 2018⁽²⁾		—	—		7,866	15,732	31,464	—	$718,008	Feb. 26, 2020⁽³⁾		—	—		4,751	9,502	19,004	—	$409,441
	Feb. 21, 2018⁽³⁾		—	—		—	—	—	15,732	$595,456	Feb. 26, 2020⁽⁴⁾		—	—		—	—	—	12,669	$545,907
Ling Chow	Feb. 21, 2018⁽¹⁾		$1,000,000	$2,000,000		—	—	—	—	—	Feb. 26, 2020⁽¹⁾		$1,100,000	$2,200,000		—	—	—	—	—
	Feb. 21, 2018⁽²⁾		—	—		4,648	9,296	18,592	—	$424,269	Feb. 26, 2020⁽²⁾		—	—		3,643	7,285	18,213	—	$283,824
	Feb. 21, 2018⁽³⁾		—	—		—	—	—	9,296	$351,854	Feb. 26, 2020⁽³⁾		—	—		3,643	7,285	14,570	—	$313,911
	Feb. 21, 2018⁽⁴⁾		—	—		—	—	—	13,186	$499,222	Feb. 26, 2020⁽⁴⁾		—	—		—	—	—	9,713	$418,533
Bruce E. Stern	Feb. 21, 2018⁽¹⁾		$1,000,000	$2,000,000		—	—	—	—	—
Russell B. Brewer II											Feb. 26, 2020⁽¹⁾		$1,050,000	$2,100,000		—	—	—	—	—
	Feb. 21, 2018⁽²⁾		—	—		5,721	11,442	22,884	—	$522,213	Feb. 26, 2020⁽²⁾		—	—		3,643	7,285	18,213	—	$283,824
	Feb. 21, 2018⁽³⁾		—	—		—	—	—	11,442	$433,080	Feb. 26, 2020⁽³⁾		—	—		3,643	7,285	14,570	—	$313,911
											Feb. 26, 2020⁽⁴⁾		—	—		—	—	—	9,713	$418,533
David A. Buzen											Feb. 26, 2020⁽¹⁾		$1,600,000	$3,200,000		—	—	—	—	—
											Feb. 26, 2020⁽²⁾		—	—		2,376	4,751	11,878	—	$185,099
											Feb. 26, 2020⁽³⁾		—	—		2,376	4,751	9,502	—	$204,721
											Feb. 26, 2020⁽⁴⁾		—	—		—	—	—	6,334	$272,932

(1)

Represents a grant of anon-equity incentive compensation award. As described in “Compensation Discussion and Analysis—Executive Compensation Program Structure and Process—Components of Our Executive Compensation Program—Cash Incentive Compensation”, ~~the~~our Compensation Committee uses a~~two-step~~ ~~process for granting and paying annualnon-equity~~ formula to award cash incentive compensation ~~awards~~in order to enhance the transparency of our process. The amount of cash incentive compensation awarded to each executive ~~officers.~~is determined based on the extent to which that executive achieves certain pre-established performance targets; 67% is tied to the achievement of six financial performance targets and 33% is tied to the achievement of non-financial objectives. On the February ~~21, 2018~~26, 2020 grant date, ~~the~~our Compensation Committee ~~granted suchnon-equity~~established a target and maximum cash incentive ~~compensation awards to the~~award for each of our named executive officers, ~~pursuant to~~as well as the LTIP with such awards subject to the satisfaction of a performance goal related to certain performance metrics of the Company. Assuming that such performance goal was met, the second step consists of the Compensation Committee using negative discretion to determineformula for determining the actual amount of ~~the cash payment. On the grant date, the Compensation Committee adopted the target and maximum~~ payment ~~amounts listed in the table above for any payments pursuant~~to each executive officer, which may range from zero to such ~~awards, as well as a~~executive’s maximum amount. The target for each of our named executive officers is two times their salary, and each would achieve their maximum amount listed (equal to two times their target) upon receiving the maximum score under our formula ~~for using negative discretion to determine the actual amount~~ of ~~payment. Following certification that the adjusted income goal was met and the application of~~200%. In February 2021, after applying the formula to each of the executive officers, the Compensation Committee approved the payments described in the Summary Compensation Table for payment of suchnon-equity incentive compensation awards.

(2)

Represents a TSR performance share unit award. The TSR performance share units will vest at the end of a three-year vesting period based on the ~~highest~~company’s total shareholder return compared to the total shareholder return of all companies in the Russell ~~40-day~~Mid-Cap ~~average share price during the last eighteen months of such period and continued employment through the end of the applicable three-year period,~~Financial Services Index, with limited exceptions. The number of TSR performance share units listed in the Threshold column represents the number of TSR performance share units which shall become vested based on achievement of 50% of the performance target (a Company total shareholder return at the 25th percentile relative to the total shareholder return of all companies in the Russell ~~40-day~~Mid-Cap ~~average share price of $42 during the last eighteen months of the performance period)~~Financial Services Index); the number of TSR performance share units listed in the Target column represents the number of performance share units which shall become vested based on achievement of 100% of the performance target (a company total shareholder return at the 55th percentile relative to the total shareholder return of all companies in the Russell ~~40-day~~Mid-Cap ~~average share price of $46 during the last eighteen months of the performance period)~~Financial Services Index); and the number of performance share units listed in the Maximum column represents the number of TSR performance share units which shall become vested based on achievement of ~~200%~~250% of the performance target (a Company total shareholder return at the 95th percentile relative to the total shareholder return of all companies in the Russell ~~40-day~~Mid-Cap ~~average share price of $50 during the last eighteen months of the performance period)~~Financial Services Index). If at least 50% of the performance target is not achieved during the performance period, all of the TSR performance share units will be forfeited.

(3)

Represents an ABV performance share unit award. The ABV performance share units will vest at the end of a ~~time-based RSU award. Restrictions lapse~~three-year vesting period based on the ~~third anniversary~~Company’s growth in core adjusted book value, with limited exceptions. The number of ABV performance share units listed in the Threshold column represents the number of ABV performance share units which shall become vested based on achievement of 50% of the ~~grant date~~performance target (growth in core adjusted book value of 12%); the number of ABV performance share units listed in the Target column represents the number of ABV performance share units which shall become vested based on achievement of 100% of the ~~award, subject to continued employment, with limited exceptions.~~performance target (growth in core adjusted book value of 15%); and the number of ABV performance share units listed in the Maximum column represents the number of ABV performance share units which shall become vested based on achievement of 200% of the performance target (growth in core adjusted book value of 18%). If at least 50% of the ABV performance target is not achieved during the performance period, all of the ABV performance share units will be forfeited.

(4)	Represents a time-based RSU award. Restrictions lapse ~~over a four year period~~ on ~~a pro rata basis on each~~the third anniversary of the grant date of the award, subject to continued employment, with limited exceptions.

(5)

This column discloses the aggregate grant date fair market value computed in accordance with U.S. GAAP, which is ~~$45.64~~$38.96 per target share for TSR performance share units, ~~$37.85~~$43.09 per target share for ABV performance share units, and $43.09 per share for the ~~RSUs vesting after three years and $37.86 per share for the RSUs vesting over four years.~~RSUs. For the assumptions used in the valuation, see note 1915 to our consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, ~~2018.~~2020.

5569

OUTSTANDING EQUITY AWARDS

The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, ~~2018.~~2020.

      Option Awards    Stock Awards
Name
   Number of
Securities
Underlying
Unexercised
Options
Exercisable    Option
Exercise
Price
(per
share)    Option
Expiration
Date    Number
of
Shares
or
Units of
Stock
That
Have
Not
Vested          Market
Value
of Shares or
Units of
Stock
That Have
Not Vested    Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested          Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
Dominic J.
   100,000    $19.79    2/24/2020    —       —    —       —
Frederico
   —    —    —    102,965    (1)    $3,941,500    —       —
   —    —    —    205,930    (2)    $7,883,000    —       —
   —    —    —    69,270    (3)    $2,651,656    —       —
   —    —    —    —       —    34,635    (4)    $1,325,828
   —    —    —    82,237    (5)    $3,148,032    —       —
   —    —    —    —       —    41,119    (6)    $1,574,035
Robert A.
   20,000    $19.79    2/24/2020    —       —    —       —
Bailenson
   6,835    $19.24    2/7/2020    —       —    —       —
   —    —    —    22,652    (1)    $867,119    —       —
   —    —    —    45,304    (2)    $1,734,237    —       —
   —    —    —    16,373    (3)    $626,758    —       —
   —    —    —    —       —    8,187    (4)    $313,398
   —    —    —    21,453    (5)    $821,221    —       —
   —    —    —    —       —    10,727    (6)    $410,630
Russell B.
   —    —    —    22,652    (1)    $867,119    —       —
Brewer II
   —    —    —    45,304    (2)    $1,734,237    —       —
   —    —    —    13,854    (3)    $530,331    —       —
   —    —    —    —       —    6,927    (4)    $265,166
   —    —    —    15,732    (5)    $602,221    —       —
   —    —    —    —       —    7,866    (6)    $301,110
Ling
   2,500    $19.79    2/24/2020    —       —    —       —
Chow
   6,200    $19.24    2/7/2020    —       —    —       —
   3,898    $21.88    2/5/2021    —       —    —       —
   —    —    —    9,296    (5)    $355,851    —       —
   —    —    —    —       —    4,648    (6)    $177,925.44
   —    —    —    1,981    (7)    $75,833    —       —
   —    —    —    5,119    (8)    $195,955    —       —
   —    —    —    7,243    (9)    $277,262    —       —
   —    —    —    13,186    (10)    $504,760    —       —



	Stock Awards

Name	Number of Shares or Units of Stock That Have Not Vested				Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Dominic J. Frederico		82,237	(1	)		$2,589,643		—				—

		147,821	(2	)		$4,654,884		—				—

		59,850	(3	)		$1,884,677		—				—

		57,010	(4	)		$1,795,245		—				—

		—				—		22,444	(5	)	$	706,762

		—				—		22,444	(6	)	$	706,762

		—				—		21,379	(7	)	$	673,225

		—				—		21,379	(8	)	$	673,225

Robert A. Bailenson		21,453	(1	)		$675,555		—				—

		38,562	(2	)		$1,214,310		—				—

		14,963	(3	)		$471,185		—				—

		12,669	(4	)		$398,947		—				—

		—				—		5,611	(5	)	$	176,690

		—				—		5,611	(6	)	$	176,690

		—				—		4,751	(7	)	$	149,609

		—				—		4,751	(8	)	$	149,609

Ling Chow		9,296	(1	)		$292,731		—				—

		16,710	(2	)		$526,184		—				—

		9,975	(3	)		$314,113		—				—

		9,713	(4	)		$305,862		—				—

		—				—		3,741	(5	)	$	117,788

		—				—		3,741	(6	)	$	117,788

		—				—		3,643	(7	)	$	114,702

		—				—		3,643	(8	)	$	114,702

		2,415	(9	)		$76,048		—				—

		6,593	(10	)		$207,614		—				—

Russell B. Brewer II		15,732	(1	)		$495,401		—				—

		28,278	(2	)		$890,483		—				—

		10,973	(3	)		$345,540		—				—

		9,713	(4	)		$305,862		—				—

		—				—		4,115	(5	)	$	129,566

		—				—		4,115	(6	)	$	129,566

		—				—		3,643	(7	)	$	114,702

		—				—		3,643	(8	)	$	114,702

David A. Buzen		10,727	(1	)	$	337,793		—				—

		19,282	(2	)	$	607,183		—				—

		7,481	(3	)	$	235,577		—				—

		6,334	(4	)	$	199,458		—				—

		—				—		2,806	(5	)	$	88,345

		—				—		2,806	(6	)	$	88,345

		—				—		2,376	(7	)	$	74,804

		—				—		2,376	(8	)	$	74,804

5670

(1)	Represents a time-based RSU award. These units were granted on February ~~24, 2016,~~21, 2018, and vested on February ~~24, 2019.~~21, 2021.

(2)

Represents a performance share unit award. These units were granted on February ~~24, 2016,~~21, 2018, and vested on February ~~24, 2019.~~21, 2021. Vesting was based on the highest40-day average price of our Common Shares during the last eighteen months of the three year performance period. As of December 31, ~~2018,~~2020, based on the highest40-day average price of our Common Shares during the last eighteen months of the performance period ~~was $43.85. Accordingly, 200%~~179.75% of the units have vested.

(3)	Represents a time-based RSU award. These units were granted on February ~~22, 2017,~~27, 2019, and will vest on February ~~22, 2020,~~27, 2022, subject to continued employment, with limited exceptions.

(4)	Represents a time-based RSU award. These units were granted on February ~~22, 2017,~~26, 2020, and will vest on February ~~22, 2020,~~26, 2023, subject to continued employment, with limited exceptions.

(5)

Represents a TSR performance share unit award. These units were granted on February 27, 2019, and will vest on February 27, 2022 subject to continued employment, with limited exceptions and achievement of performance goals, as defined. ~~These~~The TSR performance share units will vest at the end of a three-year vesting period based on the ~~highest40-day~~ ~~average price of our Common Shares during the last eighteen months of the three year performance period. As of December 31, 2018, the highest40-day~~ ~~average price of our Common Shares during the last eighteen months of the performance period was $41.55. Accordingly, none of the units will vest unless the highest40-day~~ ~~average price of our Common Shares during the last eighteen months of the three year performance period exceeds $42, subject~~company’s total shareholder return compared to the ~~other conditions~~total shareholder return of all companies in the ~~performance equity and not before the end of the three-year performance period.~~

~~(5)~~

~~These units were granted on February 21, 2018, and will vest on February 21, 2021, subject to continued employment,~~Russell Mid-Cap Financial Services Index, with limited exceptions.

(6)

Represents an ABV performance share unit award. These units were granted on February ~~21, 2018,~~27, 2019, and will vest on February ~~21, 2021,~~27, 2022 subject to continued employment, with limited exceptions and achievement of performance goals, as defined. ~~These~~The ABV performance share units will vest at the end of a three-year vesting period based on the ~~highest40-day~~ ~~average price of our Common Shares during the last eighteen months of the three year performance period. Accordingly, none of the units will vest unless the highest40-day~~ average price of our Common Shares during the last eighteen months of the three year performance period exceeds $42, subject to the other conditions of the performance equity and not before the end of the three-year performance period.company’s growth in core adjusted book value, with limited exceptions.

(7)

Represents a TSR performance share unit award. These units were granted on February ~~4, 2015,~~26, 2020, and ~~vested~~will vest on February ~~4, 2019.~~26, 2023 subject to continued employment, with limited exceptions and achievement of performance goals, as defined. The TSR performance share units will vest at the end of a three-year vesting period based on the company’s total shareholder return compared to the total shareholder return of all companies in the Russell Mid-Cap Financial Services Index, with limited exceptions.

(8)

Represents an ABV performance share unit award. These units were granted on February ~~24, 2016. One half of these units vested on February 24, 2019. The remaining half of these units~~26, 2020, and will vest on February ~~24, 2020,~~26, 2023 subject to continued employment, with limited exceptions and achievement of performance goals, as defined. The ABV performance share units will vest at the end of a three-year vesting period based on the company’s growth in core adjusted book value, with limited exceptions.

(9)

Represents a time-based RSU award. These units were granted on February 22, ~~2017. One third of these units~~2017 and vested on February 22, 2019. One third of these units will vest on February 22, 2020, subject to continued employment, with limited exceptions. The remaining one third of these units will vest on February 22, 2021, subject to continued employment, with limited exceptions.2021.

(10)

Represents a time-based RSU award. These units were granted on February 21, 2018. One ~~fourth~~half of these units vested on February 21, 2019. One fourth of these units will vest on February 21, 2020, subject to continued employment, with limited exceptions. One fourth of these units will vest on February 21, 2021, subject to continued employment, with limited exceptions.2021. The remaining ~~one fourth~~half of these units will vest on February 21, 2022, subject to continued employment, with limited exceptions.

~~2018~~2020 OPTION EXERCISES AND STOCK VESTED

The following table provides information concerning option exercises by, and vesting of restricted stock awards of, our named executive officers during ~~2018.~~2020.



									Option Awards				Stock Awards
	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise⁽¹⁾		Value Realized on Exercise⁽²⁾		Number of Shares Acquired on Vesting⁽³⁾		Value Realized on Vesting⁽⁴⁾		Number of Shares Acquired on Exercise⁽¹⁾		Value Realized on Exercise⁽²⁾		Number of Shares Acquired on Vesting⁽³⁾		Value Realized on Vesting⁽⁴⁾

Dominic J. Frederico		412,055		$8,332,930		263,877		$9,285,832		—		—		191,532		$8,867,932

Robert A. Bailenson		16,723		$484,221		58,641		$2,063,577		—		—		45,271		$2,096,047

Ling Chow										3,898		$40,539		8,271		$380,490

Russell B. Brewer II		29,362		$689,374		52,776		$1,857,187		—		—		38,306		$1,773,568
Ling Chow		6,241		$195,026		7,434		$270,310
Bruce E. Stern		6,723		$141,183		35,184		$1,238,125

David A. Buzen										—		—		26,118		$1,209,263

(1)	This column represents gross shares exercised, not reduced by shares withheld to pay for personal income tax and not reduced by shares swapped to pay for the option price.

(2)	The value realized on exercise represents the value of gross shares received, not reduced by shares withheld to pay for personal income tax, but reduced by shares swapped to pay for the option price.

(3)	This column represents gross shares vesting, not reduced by shares withheld to pay for personal income tax.

(4)	The value of a restricted share upon vesting is the fair market value of the stock on the vesting date. This column represents the value of gross shares vesting, not reduced by shares withheld to pay for personal income tax.

NON-QUALIFIED DEFERRED COMPENSATION

The following table sets forth information concerning ~~nonqualified~~non-qualified deferred compensation of our named executive officers. The amounts set forth in this table include only contributions made and earnings received during ~~2018~~2020 and do not include contributions and earnings with respect to the ~~2018~~2020 non-equity incentive compensation paid in ~~2019.~~2021.



Name	Executive Contributions in Last FY⁽¹⁾		Registrant Contributions in Last FY⁽²⁾		Aggregate Withdrawals/ Distributions		Aggregate Earnings in Last FY		Aggregate Balance at Last FYE⁽³⁾			Executive Contributions in Last FY⁽¹⁾		Registrant Contributions in Last FY⁽²⁾		Aggregate Withdrawals/ Distributions		Aggregate Earnings in Last FY		Aggregate Balance at Last FYE⁽³⁾

Dominic J. Frederico		$330,000		$660,000		—		-$841,878		$8,198,857	⁽⁴⁾		$282,334		$564,669		—		$1,904,763		$14,362,325	⁽⁴⁾

Robert A. Bailenson		$129,188		$258,375		—		$58,858		$4,251,324			$151,397		$302,795		—		-$98,093		$6,244,159

Ling Chow													$104,398		$208,795		—		$225,568		$2,963,980

Russell B. Brewer II		$104,880		$209,760		—		$122,607		$4,430,727			$108,095		$216,190		—		$221,248		$5,563,950
Ling Chow		$73,500		$147,000		—		-$88,665		$1,754,661
Bruce E. Stern		$79,375		$158,750		—		$30,986		$2,576,665

David A. Buzen													$86,065		$172,131		—		$196,999		$1,050,188

(1)	The amounts in this column are also included in the Summary Compensation Table, in the Salary column and in theNon-Equity Incentive Plan Compensation column.

(2)	The amounts in this column are included in the Summary Compensation Table, in the All Other Compensation column as the employer contribution to the retirement plans.

(3)	Of the totals in this column plus, for Mr. Frederico, $12,577,909 distributed on January 6, 2017, the following totals have been previously reported in the Summary Compensation Table for previous years:



Name	2018 Amount		2017 Amount		2020 Amount		2019 Amount

Dominic J. Frederico		$9,458,049		$8,472,020		$11,308,809		$10,448,049

Robert A. Bailenson		$2,005,511		$1,639,319		$2,819,659		$2,393,074

Ling Chow						$491,544		$220,500

Russell B. Brewer II		$1,139,127		$876,354		$1,782,936		$1,453,767
Ling Chow		—		—
Bruce E. Stern		$555,429		$344,439

David A. Buzen						—		—

(4)	$1,612,387 was assumed from the ACE Limited Supplemental Retirement Plan at our 2004 initial public offering.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following tables quantify the potential payments upon termination that our named executive officers would receive assuming that the relevant termination event had occurred on December 31, ~~2018.~~2020. The last table quantifies the potential payments upon an involuntary termination without cause and a change of control that our named executive officers would receive assuming that both the termination without cause and change in control had occurred on December 31, ~~2018.~~2020.

TERMINATION DUE TO DEATH OR DISABILITY



Name	Unvested PRP		Unvested RSUs		Unvested PSUs⁽¹⁾		Total		Unvested RSUs		Unvested PSUs⁽¹⁾		Total
Dominic J. Frederico		—		$9,741,188		$10,026,686		$19,767,874		$6,269,565		$8,176,788		$14,446,353
Robert A. Bailenson		—		$2,315,098		$2,269,453		$4,584,551		$1,545,687		$2,060,758		$3,606,445
Ling Chow										$1,376,207		$1,129,219		$2,505,426
Russell B. Brewer II		—		$1,999,671		$2,147,236		$4,146,907		$1,146,803		$1,519,624		$2,666,427
Ling Chow		$337,500		$1,409,661		$101,718		$1,848,879
Bruce E. Stern		—		$1,327,282		$1,382,080		$2,709,362
David A. Buzen										$772,828		$1,030,406		$1,803,234

(1)

The value of the PSUs for this table was determined as if the applicable performance period ended on December 31, ~~2018.~~2020. The portion of the PSUs which ultimately would become vested may vary from this assumed amount depending on the actual price of our Common Shares through the remainder of the actual performance period and the value of our Common Share on the date of distribution.

TERMINATION DUE TO RETIREMENT



Name	Unvested PRP		Unvested RSUs		Unvested PSUs⁽¹⁾		Total		Unvested RSUs		Unvested PSUs⁽¹⁾		Total
Dominic J. Frederico		—		$6,282,980		$10,026,686		$16,309,666		$5,419,309		$9,730,856		$15,150,165
Robert A. Bailenson⁽²⁾		—		—		—		—		—		—		—
Ling Chow⁽³⁾										—		—		—
Russell B. Brewer II		—		$1,323,631		$2,147,236		$3,470,867		$989,938		$1,784,402		$2,774,340
Ling Chow⁽³⁾		—		—		—		—
Bruce E. Stern		—		$857,965		$1,382,080		$2,240,045
David A. Buzen										$566,151		$1,053,475		$1,619,626

(1)

(2)	Mr. Bailenson had not reached retirement age by December 31, ~~2018.~~2020. Upon retirement, Mr. Bailenson will become~~pro-rata~~ partially or fully vested in respect of his unvested RSUs and PSUs.

(3)	Ms. Chow had not reached retirement age by December 31, ~~2018.~~2020. Upon retirement, Ms. Chow will become partially or fully vested in respect of her unvested ~~PRP, partially vested in respect of her unvested~~ RSUs and~~pro-rata~~ ~~vested in respect of her unvested~~ PSUs.

TERMINATION WITHOUT CAUSE PAYMENTS⁽¹⁾


Name	Salary Continuation		Cash Incentive Compensation		Benefits		Unvested RSUs		Unvested PSUs⁽²⁾		Total		Salary Continuation		Cash Incentive Compensation		Benefits		Unvested RSUs		Unvested PSUs⁽¹⁾		Total
Dominic J. Frederico		$1,250,000		$4,341,646		$45,354		$9,741,188		$10,026,686		$25,404,874		$1,250,000		$4,021,333		$50,417		$6,269,565		$8,176,788		$19,768,103
Robert A. Bailenson		$700,000		$1,549,442		$35,298		$2,315,098		$2,269,453		$6,869,291		$800,000		$1,890,922		$34,395		$1,545,687		$2,060,758		$6,331,762
Ling Chow														$550,000		$1,240,730		$34,395		$619,975		$1,129,219		$3,574,319
Russell B. Brewer II		$525,000		$1,276,217		$35,298		$1,999,671		$2,147,236		$5,983,422		$525,000		$1,543,243		$23,530		$1,146,803		$1,519,624		$4,758,200
Ling Chow		$500,000		$758,333		$35,298		$355,851		$101,718		$1,751,200
Bruce E. Stern		$500,000		$987,880		$24,237		$1,327,282		$1,382,080		$4,221,479
David A. Buzen														$500,000		$922,650		$34,395		$772,828		$1,030,406		$3,260,279

(1)	~~No unvested PRP payments are payable upon a termination without cause.~~

~~(2)~~

CHANGE-IN-CONTROL SEVERANCE⁽¹⁾


Name	Salary Continuation		Cash Incentive Compensation		Benefits		Unvested RSUs		Unvested PSUs⁽²⁾		Total		Salary Continuation		Cash Incentive Compensation		Benefits		Unvested RSUs		Unvested PSUs⁽¹⁾		Total
Dominic J. Frederico		$1,250,000		$4,341,646		$45,354		$9,741,188		$9,818,709		$25,196,897		$1,250,000		$4,021,333		$50,417		$6,269,565		$10,174,829		$21,766,144
Robert A. Bailenson		$700,000		$1,549,442		$35,298		$2,315,098		$2,191,771		$6,791,609		$800,000		$1,890,922		$34,395		$1,545,687		$2,519,508		$6,790,512
Ling Chow														$550,000		$1,240,730		$34,395		$1,376,207		$1,456,147		$4,657,479
Russell B. Brewer II		$525,000		$1,276,217		$35,298		$1,999,671		$2,121,379		$5,957,565		$525,000		$1,543,243		$23,530		$1,146,803		$1,867,554		$5,106,130
Ling Chow		$500,000		$758,333		$35,298		$1,409,661		—		$2,703,292
Bruce E. Stern		$500,000		$987,880		$24,237		$1,327,282		$1,349,970		$4,189,369
David A. Buzen														$500,000		$922,650		$34,395		$772,828		$1,259,782		$3,489,655

(1)	~~No unvested PRP payments are payable upon a change in control.~~

~~(2)~~

For PSUs, the applicable performance period would end on the date of a change in control and the amount which would become vested would be determined based on the performance through such date.

The salary continuation, cash incentive compensation and benefits columns in the Termination Without Cause Payments table and theChange-in-Control Severance table represent amounts that would be payable to each executive officer under the terms of the severance policy for executive officers. Under the terms of the policy, each named executive officer receives one year of salary, the average of the last three annual cash incentive compensation amounts, apro-rata annual cash incentive compensation payment for the year of termination and one year of benefits which represent medical plan and dental plan premiums paid by our Company at the same level as was paid just prior to termination.

For the purpose of these tables, the value of RSUs and PSUs has been determined by multiplying the number of shares of that would have become vested on December 31, ~~2018~~2020 based on each applicable termination described above and based on target performance or the actual performance determined as if the performance period ended on such date by the closing price of our Common Shares on December 31, ~~2018,~~2020, which was ~~$38.28.~~$31.49.

In addition to the amounts listed in the tables, upon a termination of employment for any of the reasons described above, the executives would be entitled to distributions from the qualified andnon-qualified defined contribution retirement plans maintained by the Company and affiliates. For the named executive officers, the aggregate qualified andnon-qualified defined contribution retirement account balances as of December 31, ~~2018~~2020 for Mr. Frederico, Mr. Bailenson, Ms. Chow, Mr. Brewer ~~Ms. Chow~~ and Mr. ~~Stern~~Buzen are as follows, respectively: ~~$8,944,188, $6,416,742, $7,633,346, $3,071,904~~$15,620,193, $9,516,603, $4,938,193, $9,534,173 and ~~$4,020,789.~~$1,350,818. Retirement account balances will be paid upon termination in accordance with the terms of the plans, as described below.

If an executive officer had been terminated for cause on December 31, ~~2018,~~2020, he or she would not have received any severance payments and would have forfeited all unvested ~~PRP,~~ RSUs and PSUs, receiving only salary payments through the termination date and vested retirement benefits under our Company’s retirement plans.

Severance payments, restricted stock vesting and retirement plan contributions assume no subsequent employment after termination. Certain rights to vesting and distributions following retirement or a termination without cause are subject to continued compliance with applicable restrictive covenants and may be forfeited by the executive in the event of a violation of such covenants (and in certain circumstances, the executive may be required to repay certain amounts in the event of a violation of such covenants).

CEO PAY RATIO

In ~~2018,~~2020, the annual total compensation of Dominic J. Frederico, our President and Chief Executive Officer was ~~$12,771,902.~~$10,876,524. The annual total compensation of our median employee was ~~$250,144.~~$284,980. As a result, the ratio of the annual total compensation of our CEO to our median employee was ~~51.1~~38.2 to 1.

We identified the median employee by examining the ~~2018~~2020 annual total compensation for all individuals, excluding our CEO, who were employed by us on December 31, ~~2018.~~2020. We included all employees, whether employed on a full-time or part-time basis, and including all employees resident outside of the U.S. We did not make any assumptions, adjustments or estimates with respect to annual total compensation. We annualized the compensation for any full-time employees who were not employed by us for all of ~~2018.~~2020. We calculated the total compensation for our CEO and all of our employees excluding our CEO using the same methodology we use to calculate Total Annual Compensation for our named executive officers as set forth in the ~~2018~~2020 Summary Compensation table ~~on page 53~~appearing earlier in this proxy statement.

NON-QUALIFIED RETIREMENT PLANS

All the executive officers participate in anon-qualified defined contribution retirement plan through an Assured Guaranty employer. These plans generally permit distributions only following a participant’s termination of employment, and each of the plans imposes some additional restrictions on distributions as described below. A change in control under the current provisions of these plans does not entitle a participant to payment. Below is an overview of each plan.

AG US GROUP SERVICES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AGUS SERP)

The AG US Group Services Inc. Supplemental Executive Retirement Plan, which we refer to as the AGUS SERP, is anon-qualified retirement plan for higher-paid employees. Internal Revenue Code provisions, such as the annual limit on employee deferrals, limit the amount of contributions that these employees may make or have made on their behalf to the qualified AG US Group Services Inc. Employee Retirement Plan. Contributions credited to this supplemental plan mirror the employee contributions, employer matching contributions, and 6% employer core contributions that would have been made under the AG US Group Services Inc. Employee Retirement Plan had the Internal Revenue Code provisions not limited the contributions. The plan also permits discretionary employer ~~contributions.~~contributions (with the employer matching and core contributions to the supplemental plan capped at a limit of 6% of eligible compensation).

A participant does not vest in employer contributions until he or she has completed one year of service, but the participant will vest earlier if he or she dies or attains age 65 while employed by a specified Assured Guaranty employer.

Distribution of a participant’s account balances will be made as a lump sum. However, a participant may elect to receive payment of his or her account balances in annual installments over a period not exceeding five years, but only if, at the time of termination, the participant has attained age 55 and completed at least five years of service, and the amount of the participant’s account balances is at least $50,000.

A participant who is considered to be a specified employee as defined in Section 409A of the Internal Revenue Code and whose payment of benefits begins by reason of termination of employment may not begin to receive such payment until six months after termination of employment.

INCENTIVE PLANS

All the executive officers have previously received awards pursuant to our Company’s long-term incentive plan and in prior years received awards under our Company’s PRP. For the ~~2018~~2020 performance year, in ~~2019,~~2021, the executive officers received a grant of performance share units and RSUs as described below, but did not receive a grant of PRP. Below is an overview of the plans.

ASSURED GUARANTY LTD. 2004 LONG-TERM INCENTIVE PLAN

The 2004 Long-Term Incentive Plan, as amended, provides for the grant ofnon-qualified and incentive stock options, stock appreciation rights, full value awards, which include awards such as restricted shares, RSUs or performance share units, and cash incentive awards to employees selected by the Compensation Committee. The Compensation Committee specifies the terms of the award, including the vesting period applicable to the award, at the time it grants the award to the employee, and includes the terms in an award agreement between the employee and our Company.

~~Performance share units~~PSUs were granted in ~~2015~~2018 through ~~2019~~2021 that will vest at the end of a three-year performance period if certain performance conditions are satisfied (for PSUs granted through 2018, based on the highest40-day average share price during the last eighteen months of such period exceeding certain share price hurdles, and for PSUs granted in 2019, 2020 and 2021, based on growth in core adjusted book value per share relative to a target and on TSR relative to the Index) and if the participant continues to be employed through the end of such three-year period, with limited exceptions as described below.

The participant is entitled topro-rata vesting of the performance share units in the event of termination prior to the end of the vesting period due to death or disability, an involuntary termination without cause, a voluntary termination for good reason or, a voluntary termination due to retirement, if certain requirements are met and if, and only to the extent that, the performance conditions are satisfied at the end of the applicable performance period. In the event of a change in control, the performance share units vest only to the extent that the performance conditions are satisfied at the time of the change in control and only if the participant remains employed through the end of the three-year performance period, provided, however that the vesting of the performance share units shall be accelerated following such change in control in the event of termination following the change in control but prior to the end of the vesting period due to death or disability, an involuntary termination without cause, a voluntary termination for good reason or in the event that the acquirer does not agree to continue such award following the change in control.

RSUs were granted from ~~2016~~2018 through ~~2019~~2021 that will vest at the end of a three-year vesting period if the participant remains employed through the end of such period. Such vesting may be accelerated in the event of termination prior to the end of the vesting period due to death or disability or in the event of a change in control where the acquirer does not agree to continue such award following the change in control. Additionally, the participant may remain entitled to continued vesting of such RSUs following an involuntary termination without cause, a voluntary termination for good reason or a voluntary termination due to retirement during the vesting period if certain requirements are met, including the participant signing of a release of claims against our Company and continuing to comply with applicable restrictive covenants.

ASSURED GUARANTY LTD. PERFORMANCE RETENTION PLAN

The Performance Retention Plan was established in 2006 to permit the grant of cash-based awards to selected employees and give to the Compensation Committee greater flexibility in establishing the terms of performance retention awards, including the ability to establish different performance periods and performance objectives. PRP awards may be treated as nonqualified deferred

compensation subject to the rules of Section 409A of the Internal Revenue Code. ~~The PRP is asub-plan~~ ~~under our Company’s Long-Term Incentive Plan (enabling awards under the plan to be performance based compensation exempt from the $1 million limit on tax deductible compensation).~~

From 2008 through 2014, our Company integrated PRP awards into its long-term incentive compensation program for the executive officers and certain selected employees. The executive officers stopped receiving PRP awards beginning in 2015 and the last outstanding PRP award to anyone who was an executive officer as of December 31, 2017 vested on December 31, 2017. However, Ms. Chow was granted PRP awards before becoming an executive officer, including in February 2017, so her last PRP award ~~is expected to vest~~vested on December 31, 2020. Generally, for awards granted before 2020, each PRP award iswas divided into three installments, with 25% of the award allocated to a performance period that includes the year of the award and the next year, 25% of the award allocated to a performance period that includes the year of the award and the next two years, and 50% of the award allocated to a performance period that includes the year of the award and the next three years. Each installment of an award ~~vests~~vested if the participant ~~remains~~remained employed through the end of the performance period for that installment (or ~~vests~~vested on the date of the participant’s death, disability, or retirement if that ~~occurs~~occurred during the performance period). Payment for each performance period iswas made at the end of that performance period. One half of each installment iswas increased or decreased in proportion to the increase or decrease of core ABV per share during the performance period, and one half of each installment iswas increased or decreased in proportion to the core operating ROE during the performance period. However, if, during the performance period, a participant ~~dies~~died or ~~becomes~~became permanently disabled while employed, the amount for any such incomplete performance period shall ~~equal~~have equaled the portion of the award allocated to such performance period. Core operating ROE and core ABV are defined in each PRP award agreement.

6275

EQUITY COMPENSATION PLANS INFORMATION

The following table summarizes our equity compensation plans as of December 31, ~~2018:~~2020:

Plan category

Number of
securities to be
issued upon

exercise of
outstanding
options, warrants
and rights
(a)

Weighted
average
exercise price
of outstanding
options, warrants
and rights
(b)

Number of
securities
remaining
available
for future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c)

Number of
securities to be
issued upon

exercise of
outstanding
options, warrants
and rights
(a)

Weighted
average
exercise price
of outstanding
options, warrants
and rights
(b)

Number of
securities
remaining
available
for future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c)

Equity compensation plans approved by security holders

401,180⁽¹⁾

18.80

9,828,933⁽²⁾

15,979⁽¹⁾

$21.88

9,152,750⁽²⁾

Equity compensation plans not approved by security holders

N/A

TOTAL

401,180

18.80

9,828,933

15,979

$21.88

9,152,750

(1)

Includes Common Shares to be issued upon exercise of outstanding stock options and performance stock options granted under the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan. Does not include purchase rights currently accruing under the Assured Guaranty Ltd. Employee Stock Purchase Plan because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period, which is June 30, ~~2019.~~2021. The purchase price under such plan is generally 85% of the lower of the fair market value of a Common Share on the first day of the subscription period or on the exercise date.

(2)

Includes ~~49,639~~186,110 Common Shares reserved for issuance under the Assured Guaranty Ltd. Employee Stock Purchase Plan. Includes ~~9,779,294~~8,966,640 Common Shares available for stock options, restricted stock awards, RSUs, performance stock options and performance share units reserved for future issuance under the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan. The grants of dividend equivalents of RSUs have reduced the number of shares available for future issuance.

~~AUDIT COMMITTEE REPORT~~

The Audit Committee consists of four members of the Board of Directors. After reviewing the qualifications of the current members of the Audit Committee and any relationships they may have with our Company that might affect their independence from our Company, the Board of Directors has determined that:

each Audit Committee member is independent, as that concept is defined in Section 10A of the Exchange Act, the SEC rules promulgated thereunder, and the NYSE listing standards, of our Company and our management;

~~each Audit Committee member is financially literate, as contemplated by the NYSE listing standards; and~~

~~Mr. Buhl, Mr. Jones and Mr. O’Kane are audit committee financial experts, as that term is defined under Item 407(d) ofRegulation S-K.~~

The Audit Committee operates under a written charter approved by the Board of Directors, a copy of which is available on our website at www.assuredguaranty.com/governance. Each year, the Audit Committee reviews the charter and reports to the Board of Directors on its adequacy. As more fully described in the charter, the primary purpose of the Audit Committee is to assist the Board of Directors in its oversight of the integrity of our financial statements and financial reporting process; our compliance with legal and regulatory requirements and ethics programs as established by management; the system of internal accounting and financial controls; the audit process; the role and performance of our internal audit process; and the performance, qualification and independence of our independent auditor.

The Audit Committee annually evaluates the performance of our Company’s independent auditor and provides assistance to the members of the Board of Directors in fulfilling their oversight of the financial reporting practices, including satisfying obligations imposed by Section 404 of the Sarbanes Oxley Act of 2002, and the financial statements of our Company. The Audit Committee selects the independent auditor for the Board of Directors to recommend to the shareholders to appoint. Our Company’s current independent auditor is PricewaterhouseCoopers LLP, which we refer to as PwC.

PwC has served as our independent auditor since 2003. The Audit Committee believes there are significant benefits to having an independent auditor with an extensive history with the Company, including higher quality audit work and accounting advice, due to PwC’s institutional knowledge of our business and operations, accounting policies and financial systems, and internal control framework and operational efficiencies.

Subject to our Company’s shareholders’ statutory right to set the terms of engagement for our independent auditor, including setting the remuneration of the independent auditor and authorizing the Board of Directors, through the Audit Committee, annually to set such terms of engagement, the Audit Committee contracts with and sets the fees paid to our independent auditor. The fees for services for PwC’s audit services the past two fiscal years are set forth under Proposal No. 3: Appointment of Independent Auditor. Audit fees relate to professional services rendered for the audit of our consolidated financial statements, audits of the statutory financial statements of certain subsidiaries, review of quarterly consolidated financial statements and audit of internal control over financial reporting as required under Sarbanes Oxley Section 404.

~~The Audit Committee also determines that thenon-audit~~ ~~services provided to our Company by the independent auditor are compatible with maintaining the independence of the independent auditor. The Audit Committee’spre-approval~~ ~~policies and procedures are discussed under Proposal No. 3: Appointment of Independent Auditor.~~

The Audit Committee annually conducts an evaluation of the independent auditor to determine if it will recommend the retention of the independent auditor. The Audit Committee is also involved in evaluating the qualifications and performance of the engagement team and lead partner. As part of the evaluation of the independent auditor, the engagement team and lead partner, the Audit Committee surveys select Company management and all members of the Audit Committee to evaluate the historical and recent performance of the independent auditor and to determine if the independent auditor is meeting our Company’s expectations. Among other things, the Audit Committee considers PwC’s independence, professional skepticism and objectivity, the quality and candor of PwC’s communications with the Audit Committee and management, the quality and efficiency of the services provided by PwC, and the depth of PwC’s understanding of the Company’s business, operations and systems, including the potential effect on the financial statements of major risk and exposures facing the Company. In addition, the Audit Committee obtains and reviews, at least annually, a report by the independent auditor describing:

~~the firm’s internal quality-control procedures;~~

any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation of the firm by governmental or professional authorities, within the preceding five years, and any steps taken to deal with any such issues; and

~~to assess the independent auditors’ independence, all relationships between the independent auditor and the Company.~~

The Audit Committee is also involved in evaluating the qualifications and performance of the engagement team and the lead partner. The Audit Committee considers the experience of the independent auditor in auditing companies in the financial guaranty insurance industry and considers the effect of changing independent auditors when assessing whether to retain the current independent auditor. Based upon the foregoing, and in light of the quality of audit services and sufficiency of resources provided, the Audit Committee believes choosing PwC as our Company’s independent auditor would be in the best interest of the Company and its shareholders and recommends the retention of PwC as our Company’s independent auditor for 2019.

Our Company’s management prepares our consolidated financial statements in accordance with U.S. GAAP and is responsible for the financial reporting process that generates these statements. Management is also responsible for establishing and maintaining adequate internal controls over financial reporting and for performing an assessment of the effectiveness of these controls. PwC audits our~~year-end~~ financial statements and reviews interim financial statements. PwC also audits the effectiveness of our internal controls over financial reporting. The Audit Committee, on behalf of the Board of Directors, monitors and reviews these processes, acting in an oversight capacity relying on the information provided to it and on the representations made to it by our management, PwC and other advisors. We have also retained Ernst & Young LLP, which we refer to as E&Y, to provide services to support our Company’s internal audit program and compliance with Section 404 of the Sarbanes Oxley Act of 2002.

~~During the last year, and earlier this year in preparation for the filing with the SEC of the Company’sForm 10-K,~~ ~~the Audit Committee:~~

~~reviewed and discussed the audited financial statements contained in theForm 10-K~~ ~~with management and PwC;~~

~~reviewed and discussed our quarterly earnings press releases and related materials;~~

~~reviewed the overall scope and plans for the internal and independent audits and the results of such audits;~~

~~reviewed critical accounting estimates and policies and the status of our loss reserves;~~

~~reviewed and discussed our compliance with our conflict of interest, regulatory compliance and code of conduct policies with the General Counsel or Chief Compliance Officer;~~

reviewed and discussed our underwriting and risk management with the Chief Risk Officer, the Chief Surveillance Officer and the Chief Credit Officer, coordinating the oversight of underwriting and risk management with the Risk Oversight Committee;

~~reviewed our compliance with the requirements of Sarbanes Oxley Section 404 and our internal controls over financial reporting, including controls to prevent and detect fraud;~~

~~reviewed our whistleblower policy and its application;~~

~~discussed with PwC all the matters required to be discussed by U.S. GAAP, including those described in Auditing Standard No. 1301, Communications with Audit Committees, such as:~~

–

~~PwC’s judgments about the quality, not just the acceptability, of our Company’s accounting principles as applied in our financial reporting;~~

–

~~methods used to account for significant unusual transactions;~~

–

~~the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;~~

–

~~the process used by management in formulating particularly sensitive accounting estimates and the basis for PwC’s conclusions regarding the reasonableness of those estimates;~~

–

disagreements with management (of which there were none) over the application of accounting principles, the basis for management’s accounting estimates, and disclosures in the financial statements; and

–

~~any significant audit adjustments and any significant deficiencies in internal control;~~

~~reviewed all other material written communications between PwC and management; and~~

~~discussed with PwC their independence from our Company and management, including a review of audit andnon-audit~~ fees, and reviewed in that context the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence.

At each quarterly meeting, E&Y has the opportunity to address pending issues with the Audit Committee and semi-annually specifically reviews the results of internal audits and the overall internal audit program.

~~At each meeting, the Audit Committee meets in executive session (~~~~i.e.,~~ without management present) with representatives of PwC to discuss the results of their examinations and their evaluations of our internal controls and overall financial reporting. Similar executive sessions are held at least semi-annually with representatives of E&Y. In addition, the Audit Committee meets regularly with certain members of senior management in separate sessions.

Based on the review and discussions referred to above, and in reliance on the information, opinions, reports or statements presented to the Audit Committee by our Company’s management and PwC, the Audit Committee recommended to the Board of Directors that the December 31, 2018 audited consolidated financial statements be included in our Company’s Annual Report on~~Form 10-K.~~

~~The foregoing report has been approved by the Audit Committee.~~

~~G. Lawrence Buhl, Chairman~~

~~Thomas W. Jones~~

~~Alan J. Kreczko~~

~~Michael T. O’Kane~~

6676

PROPOSAL NO. 2:

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

Our shareholders have the opportunity to cast an advisory (nonbinding) vote to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s compensation disclosure rules. This vote is being conducted in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC. Proposal No. 2 is Item 2 on the proxy card.

As described in detail under the heading “Executive Compensation—Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate, and retain talented executives who possess the skills required to formulate and drive our Company’s strategic direction and achieve annual and long-term performance goals necessary to create shareholder value. The program seeks to align executive compensation with shareholder value on an annual and long-term basis through a combination of base pay, annual incentives and long-term incentives. The Compensation Committee continually reviews the compensation programs for our named executive officers to ensure they achieve the desired goals of aligning our executive compensation structure with our shareholders’ interests and current market practices. Please read the “Compensation Discussion and Analysis” discussion for additional details about our executive compensation programs, including information about the fiscal year ~~2018~~2020 compensation of our named executive officers.

We believe that our executive compensation programs are structured in the best manner possible to support our Company and our business objectives. We are asking our shareholders to indicate their support for our named executive officer compensation as described on pages 1922 to 5961 of this proxy statement, which include the “Compensation Discussion and Analysis” section and the compensation tables and related narrative disclosure. This proposal, commonly known as a“say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.


		The board of directors recommends that you vote “FOR” the following resolution at the Annual General Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

Thesay-on-pay vote is advisory, and therefore not binding on our Company, the Compensation Committee or the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will review the voting results carefully. To the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. ~~As described in the preceding Compensation Discussion and Analysis, this year the Compensation Committee made changes to the named executive officer compensation program in response to last year’ssay-on-pay~~ ~~result and based on shareholder feedback and advice from Cook.~~

6777

PROPOSAL NO. 3:

~~APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN AS AMENDED~~

We will present a proposal at the Annual General Meeting to approve the Assured Guaranty Ltd. Employee Stock Purchase Plan (which, as amended from time to time, we refer to as the ESPP), as amended through the third amendment to the ESPP, which we refer to as the Third Amendment. Proposal No. 3 is Item 3 on the Proxy Card.

On February 27, 2019, the Board of Directors adopted the Third Amendment, subject to our shareholders’ approval. The Third Amendment will increase the number of Assured Guaranty Ltd. Common Shares reserved for delivery under the ESPP by 250,000 Common Shares, for a total of 850,000 Common Shares, and will become effective if the shareholders approve it. A summary of the material provisions of the ESPP is set forth below. A copy of the ESPP, as amended through the Third Amendment, is set forth in Exhibit A.

~~The ESPP became effective as of November 4, 2004. As of February 28, 2019, under the current plan limit of 600,000 Common Shares, 49,639 shares remained available for future issuance under the ESPP.~~

The ESPP is a broad-based plan that gives our eligible employees who elect to participate the right to purchase our Common Shares using amounts deducted from their pay during consecutive “subscription periods.” The ESPP is intended to qualify as an “employee stock purchase plan” under IRC Section 423, and therefore offers favorable tax treatment for certain purchases of our Common Shares made under the ESPP. For more information, see “United States Income Tax Considerations” below in this section. The first subscription period began January 1, 2005.

If our shareholders do not approve the ESPP as amended through the Third Amendment, the increase in shares will not take effect, and only a limited number of our Common Shares will be available for purchase under the ESPP in 2019 and beyond.

~~PURPOSE~~

The purpose of the ESPP is to provide our eligible employees with an opportunity to purchase our Common Shares through accumulated payroll deductions. Because the Board of Directors believes it is important for our employees to have an equity interest in our Company, the Board of Directors has approved the Third Amendment in order to increase the number of our Common Shares available for purchase under the ESPP, and is recommending it to shareholders for approval.

~~GENERAL DESCRIPTION~~

The ESPP provides that it will be administered by a committee of two or more members of the Board of Directors of the Company who are selected by the Board. The Board has designated the Compensation Committee to serve as the committee administering the ESPP. The Compensation Committee has the authority to manage and control the operation and administration of the ESPP, including the authority to interpret the ESPP and to establish, amend and rescind rules and regulations relating to the ESPP. The Compensation Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers under the ESPP to any person or persons selected by it, subject to certain limitations. Any such allocation or delegation may be revoked by the Compensation Committee at any time.

If our shareholders approve the Third Amendment, the maximum number of our Common Shares available for sale under the ESPP will be 850,000. The Common Shares with respect to which awards may be made under the ESPP will be:

~~shares currently authorized but unissued or~~

shares purchased in the open market by one of our direct or indirect wholly-owned subsidiaries (as determined by the President, Chief Financial Officer or General Counsel of our Company). We may contribute to the subsidiary an amount sufficient to accomplish the purchase in the open market of the Common Shares to be acquired (as determined by the Chairman or any Executive Vice President of the Company).

Subject to the requirements of Internal Revenue Code Section 423, the Compensation Committee will adjust the number of shares available under the ESPP for any subdivision or consolidation of shares or other capital readjustment, payment of stock dividend, stock split, combination of shares or recapitalization or any other increase or reduction of the number of Common Shares outstanding that is effected without receiving compensation therefor in money, services or property.

If our shareholders receive any Common Shares or other securities or property pursuant to any reorganization, merger, consolidation or plan of exchange with another corporation, or if we distribute securities of another corporation to our shareholders, then, subject to the requirements of IRC Section 423, an appropriate number of shares of each class of stock or amount of other securities or property which were distributed to our shareholders in respect of such shares will be substituted for the shares subject to outstanding rights to purchase Common Shares under the ESPP.

~~Except as otherwise permitted under IRC Section 424 and SEC Rule16b-3,~~ neither the amount of any payroll deductions made with respect to a participant’s compensation nor any participant’s rights to purchase Common Shares under the ESPP may be pledged or hypothecated, nor may they be assigned or transferred other than by will and the laws of descent and distribution. During the lifetime of the participant, the rights provided to the participant under the ESPP may be exercised only by the participant.

~~The ESPP is not subject to the Employee Retirement Income Security Act of 1974, as amended or qualified under IRC Section 401(a).~~

~~DURATION, AMENDMENT AND TERMINATION~~

The ESPP will be unlimited in duration unless it is terminated pursuant to its provisions, which provide that the Board may amend or terminate the ESPP at any time. With limited exceptions specified in the ESPP, no amendment or termination of the ESPP may adversely affect the rights of a participant with respect to Common Shares that have been purchased before such amendment is adopted by the Board. No amendment of the ESPP may be made without approval of the shareholders of the Company to the extent that such approval is required to maintain compliance with the requirements of Section 423 of the Internal Revenue Code.

~~ELIGIBILITY~~

All employees of our Company and each of our subsidiaries which, with our consent, adopts the ESPP for the benefit of its eligible employees (which we refer to collectively as the Employers) who have been employed for more than 500 hours and for longer than six months, and whose customary employment is greater than 20 hours per week and more than five months in any calendar year, are eligible to participate in the ESPP. However, only those individuals employed by the Employers on the first day of a subscription period may participate in the ESPP during that subscription period. In addition, certain restrictions apply to employees who own, or who would own upon the exercise of any rights extended under the ESPP and the exercise of any other options (whether qualified or~~non-qualified),~~ shares possessing 5% or more of the total combined voting power or value of all classes of our stock or of any parent or subsidiary corporation. Certain restrictions also apply to employees whose rights to purchase Common Shares under all employee stock purchase programs the Employers maintain would accrue at a rate that exceeds $25,000 of fair market value (determined at the time the purchase rights are granted) for each calendar year in which the purchase rights are outstanding. As of February 28, 2019, our Company and our subsidiaries had approximately 306 employees eligible to participate in the ESPP.

~~PARTICIPATION~~

The ESPP gives participants the right to purchase our Common Shares using amounts deducted from their pay during consecutive “subscription periods.” The Compensation Committee, with the approval of the Board, has established~~six-month~~ subscription periods that will begin on January 1 and July 1 of each year. The Compensation Committee has the authority to change the length and/or frequency of the subscription periods, but the periods may not extend beyond one year.

Eligible employees can become participants in the ESPP for any subscription period by filing a written payroll deduction authorization (referred to as a “subscription agreement” or an “enrollment form”) with the Compensation Committee. The subscription agreements authorize payroll deductions from the employees’ pay for contributions to the ESPP for that subscription period.

When participants file subscription agreements, their participation in the ESPP generally begins on the first day of the subscription period to which their subscription agreements relate and continues until the end of the subscription period or, if earlier, until the participants elect to terminate participation as described below or until the ESPP is terminated. At the time participation begins for a subscription period, participants are granted an “option” to purchase our Common Shares on the exercise date for that subscription period. The amount of Common Shares to be purchased is determined based on the accumulated payroll deductions and the purchase price applicable to the option. The participants have no interest in the Common Shares covered by the subscription agreement until the shares are delivered. Neither the ESPP nor any contract in connection with the ESPP gives any person a right to a lien on the funds deducted from participants’ pay pursuant to the ESPP.

~~PAYROLL DEDUCTIONS~~

At the time participants file subscription agreements, they elect to have payroll deductions made on each pay day during the applicable subscription period. Participants may choose a reduction of either a full percentage of their compensation or a specified whole dollar amount. Whether they elect a dollar amount or a percentage, the total amount of the payroll deductions for the subscription period

cannot exceed 10% of their compensation for that subscription period. For this purpose, “compensation” means salary, except that if a participant does not receive salary, compensation is based on such other amount of basic compensation as determined by the Compensation Committee. Participants do not earn interest on amounts deducted from their paychecks and, prior to the time they are used to buy Common Shares under the ESPP, the funds are available for general use by the Employers and may be subject to the claims of the Employers’ creditors.

After the subscription period begins, participants may not increase or decrease the rate of their payroll deductions for that subscription period, unless their participation terminates, as described below.

~~TERMINATION OF PARTICIPATION~~

Participants may discontinue participation in the ESPP for any subscription period. If a participant chooses to terminate participation, the total amount that has been deducted during that subscription period will be returned, without interest (to the extent the amount has not been used to exercise options under the ESPP). If deductions are withdrawn, the option for that subscription period will be terminated and no further payroll deductions will be made for that subscription period.

If a participant’s employment with the Employers terminates, the total amount that has been deducted during that subscription period will be returned, without interest (to the extent the amount has not been used to exercise options under the ESPP), and the option will be terminated.

~~PURCHASE OF SHARES~~

The amounts that have been deducted from participants’ paychecks during a Subscription Period will be used on the “exercise date” to purchase full Common Shares. An exercise date is generally the last trading day of a subscription period. The number of shares purchased will be equal to the total amount, as of the exercise date, that has been deducted from the participants’ paychecks for that subscription period, divided by the purchase price, rounded down to the next full share (subject to any limits on the number of Common Shares that may be purchased with respect to a subscription period as may be imposed by the Compensation Committee).

~~The “purchase price” is 85% of the lower of~~

~~the fair market value of a Common Share on the first day of the subscription period or~~

~~the fair market value of a Common Share on the exercise date (or such higher price as the Compensation Committee may determine from time to time).~~

The closing price with respect to a Common Share on March 14, 2019 was $44.79 per share. In no event will the purchase price be less than the par value of a Common Share. Limitations may apply with respect to the amount and value of Common Shares that a participant may purchase under the ESPP for any subscription period. No participant may purchase Common Shares with a value in excess of $25,000 under the ESPP (and any other employee stock purchase plan) in any calendar year.

If a participant decides he or she does not wish to purchase Common Shares during a subscription period, the participant may notify us prior to the exercise date (or at such other time as the Compensation Committee may establish) that the participant elects not to purchase the Common Shares he or she is entitled to purchase. To the extent the amounts deducted from the participant’s paychecks are not used to purchase full Common Shares, those amounts will be returned without interest. The options expire on the last day of the subscription period.

~~UNITED STATES INCOME TAX CONSIDERATIONS~~

The following is a brief description of the U.S. federal income tax treatment that will generally apply with respect to purchases under the ESPP by participants who are subject to U.S. income tax. This discussion is based on U.S. federal tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. federal income tax aspects of the ESPP. Participants may also be subject to foreign, state and/or local taxes in connection with purchases under the ESPP, which could differ significantly from U.S. federal tax consequences. The Company suggests that participants consult with their individual tax advisors to determine the applicability of the tax aspects of purchases to their personal circumstances.

The ESPP is intended to qualify under IRC Section 423. Under this section, a participant will not be required to recognize taxable income at the time shares are purchased under the ESPP. The participant may, however, become liable for tax upon the disposition of the Common Shares acquired, as described below.

In the event that shares acquired pursuant to the ESPP are not sold or disposed of (including by way of gift) prior to two years after the first day of a subscription period or one year after the relevant exercise date, the lesser of

~~the excess of the fair market value of the shares at the time of such disposition over the purchase price or~~

~~the excess of the fair market value of the shares at the date of grant over an amount equal to what the purchase price would have been if it had been computed as of the date of the grant~~

~~will be treated as ordinary income to the participant. Any further gain on disposition will be treated as long-term capital gain and any loss will be treated as a capital loss.~~

In the event the participant sells or disposes of the shares before the expiration of the holding periods described above, the excess of the fair market value of the shares on the exercise date over the purchase price will be treated as ordinary income to the participant. This excess will constitute ordinary income in the year of sale or other disposition even if no gain is realized on the sale or a gratuitous transfer of the shares is made. The balance of any gain will be treated as a capital gain and will be treated as a long-term capital gain if the shares have been held for more than one year. If the shares are sold for less than their fair market value on the exercise date, the participant may recognize a capital loss equal to the difference between the sales price and the value of the shares on the exercise date.

Our Company is not currently subject to U.S. corporate income taxes. However, if a sale or disposition is made before the expiration of the holding periods described above, by a participant employed by a subsidiary that is a U.S. taxpayer, the subsidiary will be entitled to a deduction for its taxable year in which such sale or disposition occurs equal to the amount of income includible in the participant’s gross income as ordinary income.

~~ESPP BENEFITS~~

The benefits to be derived under the ESPP by any individual are currently undeterminable. Participation in the ESPP is entirely voluntary and benefits will only be realized for those employees who choose to allocate a portion of their compensation to the purchase of our Common Shares. The total number of shares to be purchased during each subscription period cannot be determined in advance, as it will vary based on individual elections and the price of the Common Shares at the exercise date.

~~Name and Principal Position~~

~~Number of Common Shares~~

~~Purchased during 2018~~

~~Dominic J. Frederico, President and Chief Executive Officer~~

~~730~~

~~Robert A. Bailenson, Chief Financial Officer~~

—

~~Russell B. Brewer, II,Chief Surveillance Officer~~

—

~~Ling Chow, General Counsel~~

—

~~Bruce E. Stern, Executive Officer~~

~~734~~

~~Executive Officers as a group (7 persons)~~

~~2,661~~

~~Non-Executive~~ ~~Directors as a group~~

—

~~Non-Executive~~ ~~Employees as a group~~

~~36,871~~


		~~The board of directors recommends approval of the Assured Guaranty Ltd. Employee Stock Purchase Plan as amended through the Third Amendment.~~

~~PROPOSAL NO. 4:~~

APPOINTMENT OF INDEPENDENT AUDITOR

The appointment of our independent auditor is approved annually by our shareholders, who also annually authorize the Board of Directors, acting through its Audit Committee, to set the remuneration for our independent auditor. Proposal No. 43 is Item 43 on the proxy card.

At the recommendation of the Audit Committee, the Board of Directors recommends that shareholders appoint PricewaterhouseCoopers LLP as our independent auditor for the year ending December 31, ~~2019~~2021, and that shareholders authorize the Board of Directors, acting through its Audit Committee, to set the fees for our independent auditor. In making its recommendation with respect to the engagement of our independent auditor, the Audit Committee reviewed both the audit scope and estimated fees for professional services for the coming year.

PwC served as our independent auditor for the year ended December 31, ~~2018.~~2020. Our audited financial statements for the year ended December 31, ~~2018~~2020 will be presented at the Annual General Meeting. Representatives of PwC will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be available to answer questions at the meeting.

INDEPENDENT AUDITOR FEE INFORMATION

The following table presents fees for professional audit services rendered by PwC for the audit of our annual consolidated financial statements for ~~2018~~2020 and ~~2017~~2019 and fees for other services rendered by PwC in ~~2018~~2020 and ~~2017.~~2019.



					2020		2019
	2018		2017
Audit fees⁽¹⁾	$	6,610,000	$	8,353,000	$	9,212,000	$	7,906,500

Audit-related fees⁽²⁾	$	678,000	$	553,000	$	1,428,000	$	2,285,000

Tax fees⁽³⁾	$	165,000	$	169,500	$	250,000	$	250,000

All other fees⁽⁴⁾	$	35,000	$	4,000	$	4,000	$	494,000

(1)	We paid audit fees, including costs, for the years ended December 31, ~~2018~~2020, and December 31, ~~2017~~2019, for professional services rendered in connection with:

the audits of our consolidated financial statements, of management’s assessment of internal controls over financial reporting and of the effectiveness of these controls

the statutory and GAAP audits of various subsidiaries

review of quarterly financial statements

(2)

Audit-related fees for the ~~year~~years ended December 31, ~~2018~~2020 and December 31, 2019 related to due diligence services for potential acquisitions and potential investments by funds managed by the Company, audits of our employee benefit plans, audit procedures not required by statute or regulation, agreed upon procedures related to our proxy statement, ~~due diligence services for potential acquisitions, consultations for proposed accounting standards~~ and ~~audit procedures not required by statute or regulation.~~

~~Audit-related fees for the year ended December 31, 2017 related to audits of our employee benefit plans,~~ agreed upon procedures related to ~~our proxy statement, due diligence services for potential acquisitions and attestation procedures on Solvency II calculations of our U.K. subsidiaries.~~collateralized loan obligations.

(3)	Of the total amount of tax fees for ~~2018, $165,000~~2020 and 2019, all fees related to tax compliance. ~~Of the total amount of tax fees for 2017, $146,500 related to tax compliance and $23,000 related to tax advice.~~

Compliance-related tax fees for ~~2018~~2020 and ~~2017~~2019 were for professional services rendered in connection with the preparation of the ~~2017~~2019 and ~~2016~~2018 federal tax returns.

(4)	Fees for ~~2018~~2020 were not significant, while fees for 2019 primarily related to advice and consultations regarding laws, rules and regulations in global jurisdictions.

PwC also provides audit services to certain unconsolidated funds managed and advised by Assured Guaranty Ltd. subsidiaries. Fees related to these audits were $4.1 million in 2020 and are not reflected in the table above.

PRE-APPROVAL POLICY OF AUDIT ANDNON-AUDIT SERVICES

The Audit Committeepre-approved all of the fees described above. The Audit Committee has adopted policies and procedures for thepre-approval of all audit and permissiblenon-audit services provided by our independent auditor, PwC. The Audit Committee provides a generalpre-approval of certain audit andnon-audit services on an annual basis. The types of services that may be covered by a

generalpre-approval include other audit services, audit-related services and permissiblenon-audit services. If a type of service is not covered by the Audit Committee’s generalpre-approval, the Audit Committee must review the service on a specific case by case basis andpre-approve it if such service is to be provided by the independent auditor. Annual audit services engagement terms and fees require specificpre-approval of the Audit Committee and management and the auditor will report actual fees versus the budget periodically throughout the year by category of service. Any proposed services exceedingpre-approved costs also require specificpre-approval by the Audit Committee. For both types ofpre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. Either the Audit Committee Chairman or the entire Audit Committee mustpre-approve the provision of any significant additional audit fees in excess of the budgeted amount and/or any excess related tonon-audit fees over the budgeted amount. All fees related to internal control work arepre-approved by the Audit Committee before such services are rendered. The Audit Committeepre-approved all of the fees described above pursuant to itspre-approval policies and procedures.


		The ~~Board~~board of ~~Directors~~directors and the Audit Committee ~~recommends~~recommend that you vote “FOR” the appointment of PwC as the Company’s independent auditor for the year ending December 31, ~~2019~~2021, and the authorization of the ~~Board~~board of ~~Directors,~~directors, acting through its Audit Committee, to set the fees for the independent auditor.

7379

PROPOSAL NO. 5:4:

PROPOSALS CONCERNING OUR SUBSIDIARY, ASSURED GUARANTY RE LTD.

In accordance with AGL’sBye-Laws, if AGL is required or entitled to vote at a general meeting of any directnon-United States subsidiary of AGL, AGL’s directors must refer the matter to the shareholders of AGL and seek authority from AGL’s shareholders for AGL’s representative or proxy to vote in favor of the resolution proposed by the subsidiary. AGL’s directors must cause AGL’s representative or proxy to vote AGL’s shares in the subsidiary pro rata to the votes received at the general meeting of AGL. In addition, AGL’s Board of Directors, in its discretion, may require that the organizational documents of each subsidiary of AGL organized under the laws of a jurisdiction outside the United States contain provisions substantially similar to these provisions. As a consequence, we are proposing that our shareholders authorize AGL to vote in favor of the following matters to be presented at the next annual general meeting of our subsidiary, Assured Guaranty Re Ltd., which we refer to as AG Re.

PROPOSAL ~~5.1—~~4.1—ELECTION OF AG RE DIRECTORS

We propose that AGL be directed to elect the following ~~eight~~nine directors of AG Re: Howard W. Albert, Robert A. Bailenson, Russell B. Brewer, II, Gary Burnet, Ling Chow, Stephen Donnarumma, Dominic J. Frederico, Darrin Futter, and Walter A. Scott, with such persons constituting the entire board of directors of AG Re, to serve for one year terms commencing at the annual general meeting of AG Re. Other than Mr. Scott, each nominee is an officer of AGL or one of its subsidiaries and each, including Mr. Scott, has consented to serve as a director of AG Re without fee if elected. Mr. Scott was entitled to a director’s fee of $5,000 for his service in ~~2018,~~2020, but ~~declined.~~declined the fee. We do not expect that any of the nominees will become unavailable for election as a director of AG Re, but if any nominees should become unavailable prior to the meeting, proxy cards, whether submitted by telephone, via the Internet or by mail, authorizing the proxies to vote for the nominees will instead be voted for substitute nominees recommended by AG Re’s board of directors. Proposal ~~5.1~~4.1 is Item 5A4A on the proxy card.


		The board of directors recommends that you direct AGL to vote “FOR” each of the nominees.

The biographies for these nominees are set forth below:

HowardW. Albert, age ~~59,~~61, has been Chief Risk Officer of AGL since May 2011. Prior to that, he was Chief Credit Officer of AGL from 2004 to April 2011. Mr. Albert joined Assured Guaranty in September 1999 as Chief Underwriting Officer of Capital Re Company, the predecessor to AGC. Before joining Assured Guaranty, he was a Senior Vice President with Rothschild Inc. from February 1997 to August 1999. Prior to that, he spent eight years at Financial Guaranty Insurance Company from May 1989 to February 1997, where he was responsible for underwriting guaranties of asset-backed securities and international infrastructure transactions. Prior to that, he was employed by Prudential Capital, an investment arm of The Prudential Insurance Company of America, from September 1984 to April 1989, where he underwrote investments in asset-backed securities, corporate loans and project financings.

Mr. Albert’s experience in risk management, underwriting and credit and his position as the Chief Risk Officer of AGL make him valuable to the Board of Directors of AG Re.

RobertA. Bailenson, age ~~52,~~54, has been the Chief Financial Officer of AGL since June 2011. Mr. Bailenson has been with Assured Guaranty and its predecessor companies since 1990. Mr. Bailenson became Chief Accounting Officer of AGC in 2003, of AGL in May 2005, and of AGM in July 2009, and ~~has been Chief Accounting Officer of AGL since~~served in such capacities until May ~~2005 and Chief Accounting Officer of AGC since 2003.~~2019. He was Chief Financial Officer and Treasurer of AG Re from 1999 until 2003 and was previously the Assistant Controller of Capital Re Corp., the Company’s predecessor.

Mr. Bailenson’s background as the Chief Financial Officer of AGL and as an accountant provides an important perspective to the Board of Directors of AG Re.

Russell B. Brewer II, age ~~62,~~64, has been Chief Surveillance Officer of AGL since November 2009 and Chief Surveillance Officer of AGC and AGM since July 2009 and has also been responsible for information technology at AGL since April 2015. Mr. Brewer has been with AGM since 1986. Mr. Brewer was Chief Risk Management Officer of AGM from September 2003 until July 2009 and Chief Underwriting Officer of AGM from September 1990 until September 2003. Mr. Brewer was also a member of the Executive Management Committee

of AGM. He was a Managing Director of Assured Guaranty Municipal Holdings Inc. from May 1999 until July 2009. From March 1989 to August 1990, Mr. Brewer was Managing Director, Asset Finance Group, of AGM. Prior to joining AGM, Mr. Brewer was an Associate Director of Moody’s Investors Service, Inc.

Mr. Brewer’s risk management and surveillance expertise and his position as the Chief Surveillance Officer of AGL enhance the deliberations of the Board of Directors of AG Re.

Gary Burnet,age ~~48,~~50, has been President of AG Re since August 2012, and prior to that he served as the Managing Director—Chief Credit Officer of AG Re from 2006 until his appointment as President. Mr. Burnet also served as the Vice President—Risk Management and Operations of AG Re from 2002 to 2005. Prior to joining our Company, Mr. Burnet’s previous experience included two years at ACE Asset Management, where he was Investment Officer with responsibility for developing and modeling the ACE group’s consolidated investment and insurance credit risk. Prior to ACE Asset Management, he was an Assistant Vice President—Investments at ACE Bermuda. Mr. Burnet trained as a Chartered Accountant with Geoghegan & Co. CA from 1993 to 1996 in Edinburgh Scotland and also worked as an audit senior for Coopers & Lybrand from 1996 to 1998 in Bermuda.

As the President of AG Re, Mr. Burnet has the most comprehensive knowledge of its operations, including the key areas of underwriting credit risk, accounting and risk management.

Ling Chow, age ~~48,~~50, has been General Counsel and Secretary of AGL since January 1, 2018. She is responsible for legal affairs and corporate governance at the Company, including its litigation and other legal strategies relating to distressed credits, and its corporate, compliance, regulatory and disclosure efforts. She is also responsible for the Company’s human resources function. Ms. Chow began her tenure at the Company in 2002 as a transactional attorney, working on the insurance of structured finance and derivative transactions. She previously served as Deputy General Counsel and Assistant Secretary of AGL from May 2015 and as Assured Guaranty’s U.S. General Counsel from June 2016. Prior to that, Ms. Chow served as Deputy General Counsel of Assured Guaranty’s U.S. subsidiaries in several capacities from 2004. Before joining Assured Guaranty, ~~in 2002,~~ Ms. Chow was an associate at various law firms, most recently Brobeck, Phleger & Harrison LLP, ~~Cahill Gordon & Reindel~~where she was a senior associate responsible for transactional work associated with public and ~~LeBoeuf, Lamb, Greene & MacRae, L.L.P.~~private mergers and acquisitions, venture capital investments and private and public securities offerings.

Ms. Chow’s experience as an attorney and her position as the General Counsel of AGL enable her to make valuable contributions as a member of the Board of Directors of AG Re.

Stephen Donnarumma, age ~~56,~~58, was appointed as a director of AG Re on September 11, 2012. Mr. Donnarumma has been the Chief Credit Officer of AGC since 2007, of AGM since its 2009 acquisition, and of MAC since its 2012 capitalization. Mr. Donnarumma has been with Assured Guaranty since 1993. Over the ~~past 25~~ years, Mr. Donnarumma has held a number of positions at Assured Guaranty, including Deputy Chief Credit Officer of AGL, Chief Operating Officer and Chief Underwriting Officer of AG Re, Chief Risk Officer of AGC, and Senior Managing Director, Head of Mortgage and Asset-backed Securities of AGC. Prior to joining Assured Guaranty, Mr. Donnarumma was with Financial Guaranty Insurance Company from 1989 until 1993, where his responsibilities included underwriting domestic and international financial guaranty transactions. Prior to that, he served as a Director of Credit Risk Analysis at Fannie Mae from 1987 until 1989. Mr. Donnarumma was also an analyst with Moody’s Investors Services from 1985 until 1987.

Mr. Donnarumma’s experience with credit analysis and risk management, and his position as the Chief Credit Officer of AGM, MAC and AGC, provide important perspective to the Board of Directors of AG Re.

Dominic J. Frederico—See Mr. Frederico’s biography in “Election of Directors—Nominees for Director.” The benefits of his experience described therein with respect to the Board of Directors of AGL also make him valuable as a director of AG Re.

Darrin Futter, age 46, was elected Financial Controller of AG Re and AGRO in 2007, prior to which he worked for Deloitte Ltd. in the Bermuda office and worked as a consultant to AG Re. Mr. Futter has worked in various senior audit roles with Ernst and Young LLP in the U.S. and KPMG in Zimbabwe, where he completed his Articles of Clerkship in 2000. He holds a Bachelor of Accounting Science (Hon.) degree from the University of South Africa and is also a Chartered Accountant and a member of the Institute of Chartered Accountants of Zimbabwe.

Mr. Futter’s extensive audit experience provides an important perspective to the Board of Directors of AG Re.

Walter A. Scott, age ~~81,~~83, was the Chairman of the AGL Board of Directors from May 2005 until his retirement in May 2013, and a director of AGL from 2004 through 2013. Mr. Scott was Chairman, President and Chief Executive Officer of ACE from 1991 until his retirement in 1994, and President and Chief Executive Officer of ACE from 1989 to 1991. Subsequent to his retirement he served as a consultant to ACE until 1996. Mr. Scott was a director of ACE from 1989 through May 2005. Prior to joining ACE, Mr. Scott was President and Chief Executive Officer of Primerica’s financial services operations. Mr. Scott currently serves as the Chairman of the Board of Wachusett Brewing Company, Inc. and was also the Chairman of Vermont Hard Cider Company, LLC from 2003 until 2012, when that company was sold. Mr. Scott is an Emeritus Trustee of Lafayette College and a founding trustee of the Bermuda Foundation for Insurance Studies.

Mr. Scott’s tenure on the AGL Board of Directors and lengthy experience at senior levels in the financial services industry allow him to provide valuable perspective to the Board of Directors of AG Re.

PROPOSAL ~~5.2—~~4.2—APPOINTMENT OF AG RE AUDITOR

We propose that AGL be directed to appoint PwC as the independent auditor of AG Re for the fiscal year ending December 31, ~~2019,~~2021, subject to PwC being appointed as our Company’s independent auditor. We expect representatives of PwC to be present at AGL’s Annual General Meeting with an opportunity to make a statement if they wish and to be available to respond to appropriate questions. Proposal ~~5.2~~4.2 is Item 5B4B on the proxy card.

The following table presents fees for professional audit services rendered by PwC for the audit of AG Re’s financial statements for ~~2018~~2020 and ~~2017.~~2019.



	2018		2017		2020		2019
Audit fees	$	89,900	$	89,900	$	89,900	$	89,900
Audit—related fees		—		—		—		—
Tax fees		—		—		—		—
All other fees		—		—		—		—

The above audit fees are also included in the audit fees shown in “Proposal No. 5:3: Appointment of Independent Auditor.”

Other Matters.The Board of Directors of AGL does not know of any matter to be brought before the annual general meeting of AG Re that we have not described in this proxy statement. If any other matter properly comes before the annual general meeting of AG Re, AGL’s representative or proxy will vote in accordance with his or her judgment on such matter.


		The board of directors recommends that you direct AGL to vote “FOR” each of the proposals concerning AGL’s subsidiary, AG Re.

7682

SHAREHOLDER PROPOSALS FOR ~~2020~~2022 ANNUAL MEETING

HOW DO I SUBMIT A PROPOSAL FOR INCLUSION IN NEXT YEAR’S PROXY MATERIAL?

If you wish to submit a proposal to be considered for inclusion in the proxy material for the next Annual General Meeting, please send it to the Secretary, Assured Guaranty Ltd., 30 Woodbourne Avenue, Hamilton HM 08, Bermuda. Under the rules of the SEC, proposals must be received no later than November ~~28, 2019~~24, 2021, and otherwise comply with the requirements of the SEC to be eligible for inclusion in AGL’s ~~2020~~2022 Annual General Meeting proxy statement and form of proxy.

HOW DO I SUBMIT A PROPOSAL OR MAKE A NOMINATION AT AN ANNUAL GENERAL MEETING?

OurBye-Laws provide that if a shareholder desires to submit a proposal for consideration at an Annual General Meeting, or to nominate persons for election as directors, the shareholder must provide written notice of an intent to make such a proposal or nomination which the Secretary of the Company must receive at our principal executive offices no later than 90 days prior to the anniversary date of the immediately preceding Annual General Meeting. With respect to the ~~2020~~2022 Annual General Meeting, such written notice must be received on or prior to February ~~8, 2020.~~4, 2022. The notice must meet the requirements set forth in ourBye-Laws. Under the circumstances described in, and upon compliance with,Rule 14a-4(c) under the Exchange Act, management proxies would be allowed to use their discretionary voting authority to vote on any proposal with respect to which the foregoing requirements have been met.

7783

INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING

WHY DID I RECEIVE A NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS IN THE MAIL INSTEAD OF A FULL SET OF PROXY MATERIALS?

In accordance with the rules of the SEC, instead of mailing a printed copy of the proxy statement, annual report and other materials (which we refer to as proxy materials) for our Annual General Meeting, we are furnishing proxy materials to shareholders on the Internet by providing a Notice Regarding the Availability of Proxy Materials (which we refer to as a Notice) to inform shareholders when the materials are available on the Internet.

If you receive the Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice instructs you on how you may access and review all of our proxy materials, as well as how to submit your proxy, over the Internet.

We will first make available the proxy statement, form of proxy card and ~~2018~~2020 annual report to shareholders atwww.assuredguaranty.com/annualmeeting. The proxy materials will also be available atwww.proxyvote.com on or about March ~~27, 2019~~24, 2021 to all shareholders entitled to vote at the Annual General Meeting. You may also request a printed copy of the proxy solicitation materials by any of the following methods: via Internet at www.proxyvote.com; by telephone at1-800-579-1639; or by sending ane-mail tosendmaterial@proxyvote.com. Our ~~2018~~2020 annual report to shareholders will be made available at the same time and by the same methods. If requesting materials bye-mail, please send a blanke-mail with the information that is printed in your Notice in the box marked by the arrow in the subject line.

XXXX XXXX XXXX XXXX

We elected to use electronic notice and access for our proxy materials because we believe it will reduce our printing and mailing costs related to our Annual General ~~Meeting.~~Meeting and because it is an environmentally friendly practice.

WHY HAS THIS PROXY STATEMENT BEEN MADE AVAILABLE?

Our Board of Directors is soliciting proxies for use at our Annual General Meeting to be held on May ~~8, 2019,~~5, 2021, and any adjournments or postponements of the meeting. The meeting will be held at 8:1:00 ~~a.m.~~p.m. London Time at 6 Bevis Marks, London, EC3A 7BA, United Kingdom. At this writing, governments continue to adjust various travel and gathering restrictions in response to the COVID-19 pandemic. In the event we postpone or change the date, time or location of our Annual General

Meeting as a result of COVID-19, we will post the revised meeting information on our website at www.assuredguaranty.com/annualmeeting as soon as possible after changing the date, time and location for the postponed meeting. We will also promptly issue a press release that we will make available on our website at www.assuredguaranty.com/annualmeeting and file with the SEC as definitive additional proxy material. Therefore, prior to and on the date of the Annual General Meeting, please visit our website or the SEC’s website (www.sec.gov) to determine if there has been any changes to the date, time or location of our Annual General Meeting. If you wish to receive a physical copy of any such press release, please contact our Secretary at generalcounsel@agltd.com or (441) 279-5725.

This proxy statement summarizes the information you need to vote at the Annual General Meeting. You do not need to attend the Annual General Meeting to vote your shares.

WHAT PROPOSALS WILL BE VOTED ON AT THE ANNUAL GENERAL MEETING?

The following proposals are scheduled to be voted on at the Annual General Meeting:

The election of directors

An advisory vote to approve the compensation paid to our named executive officers

The ~~approval of our employee stock purchase plan, as amended through the third amendment; this will increase by 250,000 the number of common shares that our employees may purchase under this plan~~

~~The~~ appointment of PwC as our independent auditor for ~~2019~~2021 and the authorization of our Board of Directors, acting through its Audit Committee, to set the fees for the independent auditor

The direction of AGL to vote for the election of the directors of, and the appointment of the independent auditor for, our subsidiary AG Re

Our Board of Directors recommends that you vote your shares “FOR” each of the nominees and each of the foregoing proposals.

ARE PROXY MATERIALS AVAILABLE ON THE INTERNET?

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be Held on Wednesday, May ~~8, 2019~~5, 2021

Yes. Our proxy statement for the ~~2019~~2021 Annual General Meeting, form of proxy card and ~~2018~~2020 annual report to shareholders are available atwww.assuredguaranty.com/annualmeeting. The proxy materials will also be available atwww.proxyvote.com on

or about March ~~27, 2019~~24, 2021, to all shareholders entitled to vote at the Annual General Meeting.

You can obtain directions to attend the ~~2019~~2021 Annual General Meeting by contacting Virginia Reynolds at + 44 020 7562 1920 or at~~vreynolds@agltd.com~~. vreynolds@agltd.com.

WHO IS ENTITLED TO VOTE?

March ~~14, 2019~~12, 2021 is the record date for the Annual General Meeting. If you owned our Common Shares at the close of business on March ~~14, 2019,~~12, 2021, you are entitled to vote. On that date, ~~102,699,917~~76,339,967 of our Common Shares were outstanding and entitled to vote at the Annual General Meeting, including ~~67,319~~

68,098 unvested restricted Common Shares. Our Common Shares are our only class of voting stock. On March ~~14, 2019,~~12, 2021, the closing price of our Common Shares on the New York Stock Exchange, which we refer to as the NYSE, was ~~$44.79.~~$44.19.

HOW MANY VOTES DO I HAVE?

You have one vote for each of our Common Shares that you owned at the close of business on March ~~14, 2019.~~12, 2021.

However, if your shares are considered “controlled shares,” which ourBye-Laws define generally to include all of our Common Shares directly, indirectly or constructively owned by any person or group of persons, or owned by any “United States person,” as defined in the Internal Revenue Code, and such shares constitute 9.5% or more of our issued Common Shares, the voting rights with respect to your controlled shares will be limited, in the aggregate, to a voting power of approximately 9.5%, pursuant to a formula specified in ourBye-Laws.

The Notice indicates the number of Common Shares you are entitled to vote, without giving effect to the controlled share rule described above.

WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER?

Many of our shareholders are beneficial owners since they hold their shares through a stockbroker, bank or other nominee rather than as shareholders of record when they own shares directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Shareholder of Record.If your shares are registered directly in your name with our transfer agent, Computershare, you are the shareholder of record of those shares and these proxy materials are being sent to you directly. As the shareholder of record, you have the right to grant your voting proxy directly to AGL or to vote in person at the Annual General Meeting. You may vote by telephone or via the Internet as described below under the heading “Information About the Annual General Meeting and Voting—May I Vote by Telephone or via the Internet?” ~~or you may request a paper copy of the proxy materials and vote your proxy card by mail.~~

or you may request a paper copy of the proxy materials and vote your proxy card by mail.

Beneficial Owner.If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name” and our proxy materials are being forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares and are also invited to attend the Annual General Meeting. However, since you are not the shareholder of record, you may only vote these shares in person at the Annual General Meeting if you follow the instructions described below under the heading “How do I Vote in Person at the Annual General Meeting?” Your broker, bank or other nominee has provided a voting instruction form for you to use in directing your broker, bank or other nominee as to how to vote your shares. You may also vote by telephone or on the Internet as described below under the heading “May I Vote by Telephone or via the Internet?”

Meeting if you follow the instructions described below under the heading “How do I Vote in Person at the Annual General Meeting?” Your broker, bank or other nominee has provided a voting instruction form for you to use in directing your broker, bank or other nominee as to how to vote your shares. You may also vote by telephone or on the Internet as described below under the heading “May I Vote by Telephone or via the Internet?”

HOW DO I VOTE BY PROXY IF I AM A SHAREHOLDER OF RECORD?

If you are a shareholder of record and you properly submit your proxy card (by telephone, via the Internet or by mail) so that it is received by us in time to vote, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign the proxy card (including electronic signatures in the case of Internet or telephonic voting) but do not make specific choices, your proxy will vote your shares as recommended by our Board of Directors (also referred to as our Board or the Board):

FOR each nominee for election of directors

FOR approval, on an advisory basis, of the compensation paid to our named executive officers

FOR ~~approval of our employee stock purchase plan, as amended through the third amendment; this will increase by 250,000 the number of common shares that our employees may purchase under such plan~~

~~FOR~~the appointment of PwC as our independent auditor for ~~2019~~2021 and the authorization of our Board of Directors, acting through its Audit Committee, to set the fees for the independent auditor

FOR directing AGL to vote for each nominee for election of directors of, and the appointment of the independent auditor for, our subsidiary, AG Re

If any other matter is presented, your proxy will vote in accordance with the best judgment of the individuals named on the proxy card. As of the date of ~~printing~~filing this proxy statement, we knew of no matters that needed to be acted on at the Annual General Meeting other than those discussed in this proxy statement.

HOW DO I GIVE VOTING INSTRUCTIONS IF I AM A BENEFICIAL OWNER?

If you are a beneficial owner of shares, your broker, bank or other nominee will ask you how you want your shares to be voted. If you give the broker, bank or other nominee instructions,

the broker, bank or other nominee will vote your shares as you direct. If your broker, bank or other nominee does not receive instructions from you about how your shares are to be voted,

one of two things can happen, depending on the type of proposal. According to rules of the NYSE:

Brokers, banks and other nominees have discretionary power to vote your shares with respect to “routine” matters

Brokers, banks and other nominees do not have discretionary power to vote your shares on“non-routine” matters (such as the elections of directors or the advisory vote on executive ~~compensation, or the amendment of our employee stock purchase plan)~~compensation) unless they have received instructions from the beneficial owner of the shares

It is therefore important that you provide instructions to your broker, bank or other nominee if your shares are held by a broker, bank or other nominee so that your shares can be voted with respect to directors and executive compensation, and any other matters treated asnon-routine by the NYSE.

MAY I VOTE BY TELEPHONE OR VIA THE INTERNET?

Yes. If you are a shareholder of record, you have a choice of voting over the Internet, voting by telephone using a toll-free telephone number or voting by requesting and completing a proxy card and mailing it in the return envelope provided. We encourage you to vote by telephone or over the Internet because your vote is then tabulated faster than if you mailed it. There are separate telephone and Internet arrangements depending on whether you are a shareholder of record (that is, if you hold your stock in your own name), or whether you are a beneficial owner and hold your shares in “street name” (that is, if your stock is held in the name of your broker, bank or other nominee).

If you are a shareholder of record, you may vote by telephone using the telephone number on the proxy card, or electronically through the Internet, by following the instructions provided on the Notice

If you are a beneficial owner and hold your shares in “street name,” you may need to contact your broker, bank or other nominee to determine whether you will be able to vote by telephone or electronically through the Internet

The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. If you vote via telephone or the Internet, you may incur costs, such as usage charges from Internet access providers and telephone companies. You will be responsible for those costs.

Whether or not you plan to attend the Annual General Meeting, we urge you to vote. Voting by telephone or over the Internet or by returning your proxy card by mail will not affect your right to attend the Annual General Meeting and vote. In order to assure that your votes, as a record holder, are tabulated in time to be voted at the Annual General Meeting, you must complete your voting over the Internet or by telephone or submit your proxy

card so that it is received by ~~12:00 noon~~11:59 p.m. Eastern Daylight Time on May ~~7, 2019.~~4, 2021. Similarly, in order to assure that your votes, as a beneficial holder, are tabulated in time to be voted at the Annual General Meeting, you must submit your voting instructions so that your broker will be able to vote by 11:59 ~~a.m.~~p.m. Eastern Daylight Time on May ~~6, 2019.~~2, 2021.

MAY I REVOKE MY PROXY?

Yes. If you change your mind after you vote, you may revoke your proxy by following any of the procedures described below. If you are a shareholder of record, to revoke your proxy:

~~��~~

~~Send in another signed proxy with a later date or resubmit your vote by telephone or the Internet,~~

Send in another signed proxy with a later date or resubmit your vote by telephone or the Internet,

Send a letter revoking your proxy to our Secretary at our principal executive offices, Assured Guaranty Ltd., 30 Woodbourne Avenue, Hamilton HM 08, Bermuda, or

Attend the Annual General Meeting and vote in person.

Beneficial owners who wish to change the votes submitted on their voting instruction cards should contact their respective broker, bank or other nominee to determine how and when changes must be submitted so that the nominee can revoke and change their votes on their behalf.

If you wish to revoke your proxy or make changes to your voting instruction card, as applicable, you must do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken.

HOW DO I VOTE IN PERSON AT THE ANNUAL GENERAL MEETING?

You may vote shares held directly in your name as the shareholder of record in person at the Annual General Meeting. If you choose to vote your shares in person at the Annual General Meeting, please bring the Notice Regarding the Availability of Proxy Materials containing your control number or proof of identification. Shares held in “street name” through your broker, bank or other nominee may be voted in person by you only if you obtain a signed proxy from the shareholder of record giving you the right to vote the shares. You must bring such signed proxy to the Annual General Meeting, along with an account statement or letter from the broker, bank or other nominee indicating that you are the beneficial owner of the shares and that you were the beneficial owner of the shares on March ~~14, 2019.~~12, 2021.

Even if you plan to attend the Annual General Meeting, we recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual General Meeting. However, while proxy voting is subject to the time deadlines described above, shareholders attending the meeting in person may vote during the Annual General Meeting as long as they satisfy the requirements described in this section.

WHAT VOTES NEED TO BE PRESENT TO HOLD THE ANNUAL GENERAL MEETING?

To have a quorum for our Annual General Meeting, two or more persons must be present, in person or by proxy, representing more than 50% of the Common Shares that were outstanding on March ~~14, 2019.~~12, 2021.

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

The affirmative vote of a majority of the votes cast on such proposal at the Annual General Meeting is required for each of:

The election of each nominee for director

The ~~approval of our employee stock purchase plan, as amended through the third amendment~~

~~The~~ appointment of PwC as our independent auditor for ~~2019~~2021 and the authorization of our Board of Directors, acting through its Audit Committee, to set the fees for the independent auditor

Directing AGL to vote for the election of directors of, and the appointment of the independent auditor for, our subsidiary, AG Re

The vote on the compensation paid to our named executive officers is advisory in nature so there is no specified requirement

for approval. However, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will review the voting results carefully. To the extent there is any significant vote against the named executive officers’ compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. In addition, the Compensation Committee and the Board of Directors will consider the outcome of the most recent vote on the frequency of the vote on named executive officer compensation when determining how frequently such vote will be submitted to shareholders.

HOW ARE VOTES COUNTED?

Your vote may be cast “FOR” or “AGAINST”, or you may “ABSTAIN”, with respect to each of the nominees for AGL director, with respect to directing AGL to vote for each of the nominees for director of its subsidiary AG Re, and with respect to each of the other proposals on the agenda.

If you sign (including electronic signatures in the case of Internet or telephonic voting) your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of the Board. If you sign (including electronic signatures in the case of Internet or telephonic voting) your broker, bank or other nominee voting instruction card with no further instructions, your shares will be voted in the broker’s, bank’s or nominee’s discretion with respect to routine matters but will not be voted with respect tonon-routine matters. As described in “How do I Give Voting Instructions if I am a Beneficial Owner?”, elections of directors and the advisory vote on executive compensation are considerednon-routine matters. We will appoint one or more inspectors of election to count votes cast in person or by proxy.

WHAT IS THE EFFECT OF BROKERNON-VOTES AND ABSTENTIONS?

A broker“non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

Common Shares that are beneficially owned and are voted by the beneficiary through a broker, bank or other nominee will be counted towards the presence of a quorum, even if there are brokernon-votes with respect to some proposals, as long as the broker, bank or nominee votes on at least one proposal. Common Shares owned by shareholders electing to abstain from voting with respect to any proposal also will be counted towards the presence of a quorum.

Although brokernon-votes will be counted towards the presence of a quorum, brokernon-votes will not be included in the tabulation of the shares voting with respect to elections of directors or other matters to be voted upon at the Annual General Meeting. Therefore, “brokernon-votes” will have no direct effect on the outcome of any proposal to be voted upon at the Annual General Meeting.

While abstentions will be counted towards the presence of a quorum, abstentions will not be included in the tabulation of the shares voting with respect to elections of directors or other matters to be voted upon at the Annual General Meeting. Therefore, abstentions will have no direct effect on the outcome of any proposal to be voted upon at the Annual General Meeting. Under NYSE rules, however, approval of the employee stock purchase plan as amended through the third amendment requires an affirmative of the majority of votes cast which for this purpose includes votes “For”, “Against” and abstentions, but not broker~~non-votes.~~ ~~Therefore, abstentions will affect whether approval of the employee stock purchase plan, as amended through the third amendment, has been approved in compliance with NYSE rules.~~

WHAT ARE THE COSTS OF SOLICITING THESE PROXIES AND WHO WILL PAY THEM?

We will pay all the costs of soliciting these proxies. Our directors and employees may also solicit proxies by telephone, by ~~fax~~e-mail or other electronic means of communication, or in person. We will reimburse banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to you. Alliance Advisors, 200 Broadacres Drive, Bloomfield, New Jersey 07003, is assisting us with the solicitation of proxies for a fee of $16,500 plusout-of-pocket expenses.

WHERE CAN I FIND THE VOTING RESULTS?

We will publish the voting results in aForm 8-K that we will file with the SEC by May ~~14, 2019.~~11, 2021. You will also be able to find thisForm 8-K on our website atwww.assuredguaranty.com/sec-filings by May ~~14, 2019.~~11, 2021.

DO DIRECTORS ATTEND THE ANNUAL GENERAL MEETING?

Our Corporate Governance Guidelines provide that directors are expected to attend our Annual General Meeting and any special meeting of shareholders we call to consider extraordinary business transactions, unless they are unable to do so as a result of special circumstances. All of our directors then in office attended the Annual General Meeting that was held on May ~~2, 2018.~~6, 2020.

CAN A SHAREHOLDER, EMPLOYEE OR OTHER INTERESTED PARTY COMMUNICATE DIRECTLY WITH OUR BOARD? IF SO, HOW?

Our Board provides a process for shareholders, employees or other interested parties to send communications to our Board.

Shareholders, employees or other interested parties wanting to contact the Board concerning accounting or auditing matters may send ane-mail to the Chairman of the Audit Committee at chmaudit@agltd.com

Shareholders, employees or other interested parties wanting to contact the Board, the independent directors, the Chairman of the Board, the chairman of any Board committee or any other director, as to other matters may send ane-mail to corpsecy@agltd.com. The Secretary has access to both of thesee-mail addresses

Shareholders, employees or other interested parties may send written communications to the Board c/o Secretary, 30 Woodbourne Avenue, Hamilton HM 08, Bermuda. Mail to Bermuda is not as prompt ase-mail

Communication with the Board may be anonymous. The Secretary will forward all communications to the Board to the Chairman of the Audit Committee or the Chairman of the Nominating and Governance Committee, who will determine when it is appropriate to distribute such communications to other members of the Board or to management.

WHOM SHOULD I CALL IF I HAVE ANY QUESTIONS?

If you have any questions about the Annual General Meeting or voting, please contact Ling Chow, our Secretary, at

(441) 279-5725 or at generalcounsel@agltd.com. If you have any questions about your ownership of our Common Shares, please contact Robert Tucker, our Senior Managing Director, Investor Relations and Corporate Communications, at(212) 339-0861 or at rtucker@agltd.com.

HOW DOES “HOUSEHOLDING” WORK?

Please note we may deliver a single copy of the Notice and, if applicable, a single set of our ~~2018~~2020 annual report to shareholders and our proxy statement, to households at which two or more shareholders reside, unless an affected shareholder has provided contrary instructions. Individual proxy cards or voting instruction forms (or electronic voting facilities), as applicable, will, however, continue to be provided for each shareholder account. This procedure, referred to as “householding,” reduces the volume of duplicate information received by shareholders, as well as our ~~expenses.~~expenses, and is an environmentally friendly practice. Upon written or oral request, we will promptly deliver, or arrange for delivery, of a separate copy of the Notice and, if applicable, a separate set of our annual report and other proxy materials to any shareholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice and, if applicable, a separate set of our annual report and proxy materials, you may write or call Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department, telephone(866) 540-7095. Shareholders currently sharing an address with another shareholder who wish to have only one copy of our Notice or annual report and other proxy materials delivered to the household in the future should also contact Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department, telephone(866) 540-7095.

8288

OTHER MATTERS

The Board of Directors of AGL does not know of any matters which may be presented at the Annual General Meeting other than those specifically set forth in the Notice of Annual General Meeting. If any other matters properly come before the meeting or any adjournment thereof, the persons named in the accompanying form of proxy and acting thereunder will vote in accordance with their best judgment with respect to such matters.

By Order of the Board of Directors,

Ling Chow

Secretary

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~~EXHIBIT A: EMPLOYEE STOCK PURCHASE PLAN AS AMENDED THROUGH THE THIRD AMENDMENT~~

~~ASSURED GUARANTY LTD.~~

~~EMPLOYEE STOCK PURCHASE PLAN~~

~~(Effective as of November 4, 2004 and as amended through the Third Amendment)~~

~~A-1~~

~~ASSURED GUARANTY LTD.~~

~~EMPLOYEE STOCK PURCHASE PLAN~~

~~(Effective as of November 4, 2004 and as amended through the Third Amendment)~~

~~SECTION 1~~

~~GENERAL~~

~~1.1.Purpose~~. The Assured Guaranty Ltd. Employee Stock Purchase Plan (the “Plan”) has been established by Assured Guaranty Ltd. (the “Company”) to provide eligible employees of the Company and the Related Companies with an opportunity to acquire a proprietary interest in the Company through the purchase of common shares of the Company (“Stock”). The Plan is intended to qualify as an employee stock purchase plan under section 423 of the Code, and the provisions of the Plan are to be construed in a manner consistent with the requirements of that section.

~~1.2.Operation and Administration. The operation and administration of the Plan shall be subject to the provisions of Section 3. Capitalized terms in the Plan shall be defined as set forth in Section 6 or elsewhere in the Plan.~~

~~SECTION 2~~

~~METHOD OF PURCHASE~~

~~2.1.Eligibility. Plan participation shall be available to (and shall be limited to) all persons who are employees of the Employers, except that the following persons shall not be eligible to participate in the Plan:~~

~~(a)~~

~~An employee who has been employed less than 500 hours and less than six months.~~

~~(b)~~

~~An employee whose customary employment is 20 hours or less per week.~~

~~(c)~~

~~An employee whose customary employment is for not more than five months in any calendar year.~~

~~(d)~~

~~An employee who owns, or who would own upon the exercise of any rights extended under the Plan and the exercise of any other option held by the employee (whether qualified ornon-qualified),~~ ~~shares possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of any parent or subsidiary corporation.~~

Notwithstanding the foregoing provisions of this subsection 2.1, an individual may participate in the Plan for any Subscription Period only if he is employed by an Employer on the first day of that period.

~~2.2.Participation Election~~. The Committee shall establish “Subscription Periods” of not longer than one year for the accumulation of funds necessary for payment of the Purchase Price (as defined in subsection 2.3) of Stock under the Plan. For any Subscription Period, an eligible employee shall become a Plan ‘Participant’ by filing, with the Committee, a written payroll deduction authorization with respect to Compensation otherwise payable to the Participant during the period. Such payroll deductions shall be any full percentage of the Compensation of the Participant, or any specified whole dollar amount, up to but not more than 10% of his Compensation in either case. After the beginning of the Subscription Period, and except as otherwise provided in subsection 2.4, a Participant may not alter the rate of his payroll deductions for that period. Subject to the limitations of subsection 2.3, each eligible employee who has elected to become a Participant for a Subscription Period in accordance with the foregoing provisions of this subsection 2.2 shall be granted on the first day of such Subscription Period an option to purchase (at the applicable Purchase Price) on the Exercise Date (as defined in subsection 2.3) for such Subscription Period up to a number of whole shares of Stock determined by dividing such Participant’s accumulated payroll deductions as of such Exercise Date by the applicable Purchase Price, subject to such limits on the number of shares that may be purchased with respect to any Subscription Period as may be imposed by the Committee. Exercise of the option shall occur as provided in subsection 2.3, unless the Participant has terminated participation in the Plan prior to the Exercise Date as provided in subsection 2.4 or the Participant elects not to exercise the option as provided in subsection 2.3(b). The option shall expire on the last day of the Subscription Period.

~~2.3.Purchase of Stock~~. On the last day of each Subscription Period (the “Exercise Date”), a Participant shall become eligible to exercise his option to purchase the number of whole shares of Stock as his accumulated payroll deductions for the Subscription Period will purchase, subject to the following:

~~(a)~~

The “Purchase Price” per share shall be equal to 85% of the lesser of (i) the fair market value of Stock on the first day of the Subscription Period; or (ii) the fair market value of Stock on the Exercise Date (or such higher price as may be determined by the Committee from time to time). In no event shall the Purchase Price be less than the par value of the Stock.

~~(b)~~

A Participant shall be deemed to have elected to purchase the shares of Stock which he became entitled to purchase on the Exercise Date unless he shall notify the Company prior to the Exercise Date, or such other time as the Committee may establish, that the Participant he elects not to make such purchase.

~~A-2~~ LOGO

~~(c)~~

ASSURED GUARANTY LTD.

30 WOODBOURNE AVENUE

HAMILTON, HM 08 BERMUDA

~~Any accumulated payroll deductions that are not used~~VOTE BY INTERNET - www.proxyvote.com

Use the Internet to ~~purchase full~~transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 4, 2021 for shares ~~of Stock under the Plan shall be paid to the Participant without interest.~~

~~(d)~~

~~No employee shall have the right to purchase more than $25,000~~held directly and by 11:59 p.m. Eastern Time on May 2, 2021 for shares held in value of Stock under the Plan (and any other employee stock purchase plan described in Code section 423 and maintained by the Company or any Related Company) in any calendar year, such value being based on the fair market value of Stock as of the date on which the option to purchase the Stock is granted, as determined in accordance with subsection 2.2 of thea Plan.

~~2.4.Termination of Participation~~. A Participant may discontinue his participation in the Plan for any Subscription Period, whereupon all of the Participant’s payroll deductions for the Subscription Period will be promptly paid to him without interest, and no further payroll deductions will be made from his pay for that period. If a Participant’s employment with the Employers terminates during a Subscription Period for any reason, all payroll deductions accumulated by the Participant under the Plan for the period shall be paid to the Participant without interest.

~~SECTION 3~~

~~OPERATION AND ADMINISTRATION~~

~~3.1.Effective Date~~. Subject to the approval of the shareholders of the Company at the Company’s 2005 annual meeting of its shareholders, the Plan shall be effective as of the date on which it is adopted by the Board; provided, however, that to the extent that rights are granted under the Plan prior to its approval by shareholders, they shall be contingent on approval of the Plan by the shareholders of the Company. The Plan shall be unlimited in duration and, in the event of Plan termination, shall remain in effect as long as any rights granted under the Plan are outstanding.

~~3.2.Shares Subject to Plan. Shares of Stock to be purchased under the Plan shall be subject to the following:~~

~~(a)~~

The shares of Stock which may be purchased under the Plan shall be currently authorized but unissued shares, or shares purchased in the open market by a direct or indirect wholly owned subsidiary of the Company (as determined by the President, Chief Financial Officer or General Counsel of the Company). The Company may contribute to the subsidiary an amount sufficient to accomplish the purchase in the open market of the shares of Stock to be so acquired (as determined by the Chairman or any Executive Vice President of the Company).

~~(b)~~

Subject to the provisions of subsection 3.3 and the following provisions of this paragraph (b), the number of shares of Stock which may be purchased under the Plan shall not exceed 600,000 shares of Stock; provided that, contingent on approval by the Company’s shareholders at the Company’s 2019 annual meeting of the increase in the number of shares reserved for purchase as set forth below, the number of shares of Stock that may be purchased under the Plan shall not exceed 850,000 shares of Stock (which number includes all shares available for delivery under this paragraph (b) since the establishment of the Plan in 2004, determined in accordance with the terms of the Plan).

~~(c)~~

~~A Participant will have no interest in shares of Stock covered by his Subscription Agreement until the shares are delivered to him.~~

~~3.3.Adjustments to Shares~~.

~~(a)~~

If the Company shall effect any subdivision or consolidation of shares of Stock or other capital readjustment, payment of stock dividend, stock split, combination of shares or recapitalization or other increase or reduction of the number of shares of Stock outstanding without receiving compensation therefor in money, services or property, then, subject to the requirements of Code section 423, the Committee shall adjust the number of shares of Stock available under the Plan.

~~(b)~~

If the Company is reorganized, merged or consolidated or is party to a plan of exchange with another corporation, pursuant to which reorganization, merger, consolidation or plan of exchange the shareholders of the Company receive any shares of stock or other securities or property, or the Company shall distribute securities of another corporation to its shareholders, then, subject to the requirements of Code section 423, there shall be substituted for the shares subject to outstanding rights to purchase Stock under the Plan an appropriate number of shares of each class of stock or amount of other securities or property which were distributed to the shareholders of the Company in respect of such shares.

~~3.4.Limit on Distribution. Distribution of shares of Stock or other amounts under the Plan shall be subject to the following:~~

~~(a)~~

Notwithstanding any other provision of the Plan, the Company shall have no liability to issue any shares of Stock under the Plan unless such delivery or distribution would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity.

~~(b)~~

In the case of a Participant who is subject to Section 16(a) and 16(b) of the Securities Exchange Act of 1934, the Committee may, at any time, add such conditions and limitations with respect to such Participant as the Committee, in its sole discretion, deems necessary or desirable to comply with Section 16(a) or 16(b) and the rules and regulations thereunder or to obtain any exemption therefrom.

~~(c)~~

~~To the extent that the Plan provides for issuance of certificates to reflect the transfer of shares of Stock, the transfer of such shares may, at the direction of the Committee, be effected on anon-certificated~~ ~~basis, to the extent not prohibited by the provisions of Rule16b-3,~~ ~~applicable local law, the applicable rules of any stock exchange, or any other applicable rules.~~

~~A-3~~

~~3.5.Withholding. All benefits under the Plan are subject to withholding of all applicable taxes.~~

~~3.6.Transferability. Except as otherwise permitted under Code section 424 and SEC Rule16b-3,~~ neither the amount of any payroll deductions made with respect to a Participant’s compensation nor any Participant’s rights to purchase shares of Stock under the Plan may be pledged or hypothecated, nor may they be assigned or transferred other than by will and the laws of descent and distribution. During the lifetime of the Participant, the rights provided to the Participant under the Plan may be exercised only by him.

~~3.7.Limitation of Implied Rights~~.

~~(a)~~

Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any assets, funds or property of the Employers whatsoever, including, without limitation, any specific funds, assets, or other property which the Employers, in their sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the amounts, if any, payable under the Plan, unsecured by any assets of the Employers. Nothing contained in the Plan shall constitute a guarantee by any of the Employers that the assets of the Employers shall be sufficient to pay any benefits to any person.

~~(b)~~

The Plan does not constitute a contract of employment, and participation in the Plan will not give any employee the right to be retained in the employ of an Employer or any Related Company, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan, no right to purchase shares under the Plan shall confer upon the holder thereof any right as a shareholder of the Company prior to the date on which he fulfills all service requirements and other conditions for receipt of such rights.

~~3.8.Evidence~~. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

~~3.9.Action by Employers~~. Any action required or permitted to be taken by any Employer shall be by resolution of its board of directors, or by action of one or more members of the board (including a committee of the board) who are duly authorized to act for the board, or (except to the extent prohibited by the provisions of Rule~~16b-3,~~ ~~applicable local law, the applicable rules of any stock exchange, or any other applicable rules) by a duly authorized officer of the Employer.~~

~~3.10.Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.~~

~~SECTION 4~~

~~COMMITTEE~~

~~4.1.Administration. The authority to control and manage the operation and administration of the Plan shall be vested in a committee (the “Committee”) in accordance with this Section 4.~~

~~4.2.Selection of Committee. The Committee shall be selected by the Board, and shall consist of not less than two members of the Board, or such greater number as may be required for compliance with SEC Rule16b-3.~~

~~4.3.Powers of Committee. The authority to manage and control the operation and administration of the Plan shall be vested in the Committee, subject to the following:~~

~~(a)~~

Subject to the provisions of the Plan, the Committee will have the authority and discretion to establish the terms, conditions, restrictions, and other provisions applicable to the right to purchase shares of Stock under the Plan.

~~(b)~~

The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.

~~(c)~~

~~Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.~~

~~4.4.Delegation by Committee. Except to the extent prohibited by the provisions of Rule16b-3,~~ applicable local law, the applicable rules of any stock exchange, or any other applicable rules, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

~~4.5.Information to be Furnished to Committee~~. The Employers and Related Companies shall furnish the Committee with such data and information as may be required for it to discharge its duties. The records of the Employers and Related Companies as to an employee’s or Participant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

~~A-4~~

~~4.6.Liability and Indemnification of Committee~~. No member or authorized delegate of the Committee shall be liable to any person for any action taken or omitted in connection with the administration of the Plan unless attributable to his own fraud or willful misconduct; nor shall the Employers be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director or employee of the Employers. The Committee, the individual members thereof, and persons acting as the authorized delegates of the Committee under the Plan, shall be indemnified by the Employers, to the fullest extent permitted by law, against any and all liabilities, losses, costs and expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or its members or authorized delegates by reason of the performance of a Committee function if the Committee or its members or authorized delegates did not act dishonestly or in willful violation of the law or regulation under which such liability, loss, cost or expense arises. This indemnification shall not duplicate but may supplement any coverage available under any applicable insurance.

~~SECTION 5~~

~~AMENDMENT AND TERMINATION~~

The Board may, at any time, amend or terminate the Plan, provided that, subject to subsection 3.3 (relating to certain adjustments to shares), no amendment or termination may adversely affect the rights of any Participant or beneficiary with respect to shares that have been purchased prior to the date such amendment is adopted by the Board. No amendment of the Plan may be made without approval of the Company’s shareholders to the extent that such approval is required to maintain compliance with the requirements of Code section 423.

~~SECTION 6~~

~~DEFINED TERMS~~

~~For purposes of the Plan, the terms listed below shall be defined as follows:~~

~~(a)~~

~~Board. The term “Board” shall mean the Board of Directors of the Company.~~

~~(b)~~

~~Code. The term “Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.~~

~~(c)~~

~~Compensation~~. The term “Compensation” means total compensation paid by the Employers for the applicable period specified in Section 2.2, exclusive of any bonus payment, payment in cash or kind under any stock option plan, deferred compensation plan, or other employee benefit plan or program of the Employers.

~~(d)~~

~~Dollars. As used in the Plan, the term “dollars” or numbers preceded by the symbol “$” shall mean amounts in United States Dollars.~~

~~(e)~~

~~Effective Date. The “Effective Date” shall be the date on which the Plan is adopted by the Board.~~

~~(f)~~

~~Employer~~. The Company and each Related Company which, with the consent of the Company, adopts the Plan for the benefit of its eligible employees are referred to collectively as the “Employers” and individually as an “Employer”.

~~(g)~~

~~Fair Market Value~~. The “Fair Market Value” of a share of Stock of the Company as of any date shall be the closing market composite price for such Stock as reported for the New York Stock Exchange—Composite Transactions on that date or, if Stock is not traded on that date, on the next preceding date on which Stock was traded.

~~(h)~~

~~Participant. The term “Participant” means any employee of the Company who is eligible and elects to participate pursuant to the provisions of Section 2.~~

~~(i)~~

~~Related Companies. The term “Related Company” means any company during any period in which it is a “subsidiary corporation” (as that term is defined in Code section 424(f)) with respect to the Company.~~

~~A-5~~

~~ASSURED GUARANTY LTD.~~

~~30 WOODBOURNE AVENUE~~

~~HAMILTON, HM 08 BERMUDA~~

~~VOTE BY INTERNET -www.proxyvote.com~~

~~Use the Internet to transmit your voting instructions and for electronic delivery of information. Shareholders of record may vote up until 12:00 noon Eastern Daylight Time on May 7, 2019.~~ Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE -1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. ~~Shareholders of record may vote up until 12:00 noon~~Vote by 11:59 p.m. Eastern ~~Daylight~~ Time on May ~~7, 2019.~~4, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 2, 2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
~~E58763-P17604~~
D37300-P51090 KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.             ~~DETACH AND RETURN THIS PORTION ONLY~~
~~ASSURED GUARANTY LTD.~~
~~The Board of Directors recommends you vote FOR each of the following nominees:~~
1. ~~Election of Directors of Assured Guaranty Ltd. (the “Company”):~~
~~Nominees:~~ ~~For~~ ~~Against~~ ~~Abstain~~
~~1a.~~ ~~Francisco L. Borges~~ ☐ ☐ ☐
~~1b.~~ ~~G. Lawrence Buhl~~ ☐ ☐ ☐
~~1c.~~ ~~Dominic J. Frederico~~ ☐ ☐ ☐
~~1d.~~ ~~Bonnie L. Howard~~ ☐ ☐ ☐
~~1e.~~ ~~Thomas W. Jones~~ ☐ ☐ ☐
~~1f.~~ ~~Patrick W. Kenny~~ ☐ ☐ ☐
~~1g.~~ ~~Alan J. Kreczko~~ ☐ ☐ ☐
~~1h.~~ ~~Simon W. Leathes~~ ☐ ☐ ☐
~~1i.~~ ~~Michael T. O’Kane~~ ☐ ☐ ☐
~~1j.~~ ~~Yukiko Omura~~ ☐ ☐ ☐
~~The Board of Directors recommends you vote FOR the following proposals:~~ ~~For~~ ~~Against~~ ~~Abstain~~
2. ~~To approve, on an advisory basis, the compensation paid to the Company’s named executive officers.~~ ☐ ☐ ☐
3. ~~To approve our employee stock purchase plan as amended through the third amendment.~~ ☐ ☐ ☐
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

  ASSURED GUARANTY LTD.
~~Signature [PLEASE SIGN WITHIN BOX]~~ ~~Date~~
The Board of Directors recommends you vote FOR each of the following nominees:
1.   Election of the following persons as Directors of Assured Guaranty Ltd. (the “Company”) for a term expiring at the 2022 Annual General Meeting: For Against Abstain
Nominees:
1a. Francisco L. Borges ☐ ☐ ☐
1b. G. Lawrence Buhl ☐ ☐ ☐
1c. Dominic J. Frederico ☐ ☐ ☐
1d. Bonnie L. Howard ☐ ☐ ☐
1e. Thomas W. Jones ☐ ☐ ☐
1f. Patrick W. Kenny ☐ ☐ ☐
1g. Alan J. Kreczko ☐ ☐ ☐
1h. Simon W. Leathes ☐ ☐ ☐
1i. Michelle McCloskey ☐ ☐ ☐
1j. Michael T. O’Kane ☐ ☐ ☐
1k. Yukiko Omura ☐ ☐ ☐
1l. Lorin P.T. Radtke ☐ ☐ ☐
1m. Courtney C. Shea ☐ ☐ ☐
The Board of Directors recommends you vote FOR the following proposals:

2. Advisory vote on the compensation paid to the Company’s named executive officers ☐ ☐ ☐
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.


~~For~~ ~~Against~~ ~~Abstain~~
4. To appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditor for the fiscal year ending December 31, 2019, and to authorize the Board of Directors, acting through its Audit Committee, to set the fees of the independent auditor. ☐ ☐ ☐
~~5A.~~ ~~To authorize the Company to vote for directors of the Company’s subsidiary, Assured Guaranty Re Ltd. (“AG Re”):~~
~~Nominees:~~ ~~For~~ ~~Against~~ ~~Abstain~~
~~5aa.~~ ~~Howard W. Albert~~ ☐ ☐ ☐
~~5ab.~~ ~~Robert A. Bailenson~~ ☐ ☐ ☐
~~5ac.~~ ~~Russell B. Brewer II~~ ☐ ☐ ☐
~~5ad.~~ ~~Gary Burnet~~ ☐ ☐ ☐
~~5ae.~~ ~~Ling Chow~~ ☐ ☐ ☐
~~5af.~~ ~~Stephen Donnarumma~~ ☐ ☐ ☐
~~5ag.~~ ~~Dominic J. Frederico~~ ☐ ☐ ☐
~~5ah.~~ ~~Walter A. Scott~~ ☐ ☐ ☐
~~5B.~~ ~~To authorize the Company to appoint PwC as AG Re’s independent auditor for the fiscal year ending December 31, 2019.~~ ☐ ☐ ☐
~~NOTE: Such other business as may properly come before the meeting or any adjournment thereof.~~
For Against Abstain
3.   Appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company for the fiscal year ending December 31, 2021 and authorization of the Board of Directors, acting through its Audit Committee, to set the remuneration of the independent auditor of the Company ☐ ☐ ☐
4. Authorization of the Company to vote its shares in its subsidiary Assured Guaranty Re Ltd. to:
4A. Elect the following individuals as directors of Assured Guaranty Re Ltd. for a term expiring on the date of the 2022 Annual General Meeting of Assured Guaranty Re Ltd. Shareholders: For Against Abstain
Nominees:
~~Signature (Joint Owners)~~   ~~Date~~ 4aa. Howard W. Albert ☐ ☐ ☐
4ab. Robert A. Bailenson ☐ ☐ ☐
4ac. Russell B. Brewer II ☐ ☐ ☐
4ad. Gary Burnet ☐ ☐ ☐
4ae. Ling Chow ☐ ☐ ☐
4af. Stephen Donnarumma ☐ ☐ ☐
4ag. Dominic J. Frederico ☐ ☐ ☐
4ah. Darrin Futter ☐ ☐ ☐
4ai. Walter A. Scott ☐ ☐ ☐
4B. Appoint PricewaterhouseCoopers LLP as the independent auditor of Assured Guaranty Re Ltd. for the fiscal year ending December 31, 2021 ☐ ☐ ☐
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

~~Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:~~
~~The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.~~
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~~E58764-P17604~~
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
D37301-P51090

PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
OF ASSURED GUARANTY LTD.
The undersigned hereby appoints Dominic J. Frederico, Nicholas J. Proud and Ling Chow, and each of them, with power to act without the other and with power of substitution, as proxies andattorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the common shares of Assured Guaranty Ltd. which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual General Meeting of shareholders of the Company to be held May ~~8, 2019~~5, 2021 or any adjournment thereof, with all powers which the undersigned would possess if present at the meeting.
THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSALS 1 AND ~~5A,~~4A, FOR PROPOSALS 2, 3 4 AND 5B4B AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Continued and to be signed on reverse side


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under§240.14a-12



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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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SUMMARY			1

CORPORATE GOVERNANCE			3

Overview			3
~~The Board of Directors~~			3
~~Meetings of the Board~~			3
~~Director Independence~~			3
~~Director Executive Sessions~~			3
~~Other Corporate Governance Highlights~~			3
How Are Directors Nominated?			4
Committees of the Board			5
How Are Directors Compensated?			67
What Is Our Board Leadership Structure?			9
How Does the Board Oversee Risk?			9
Compensation Committee Interlocking and Insider Participation			10
What Is Our Related Person Transactions Approval Policy and What Procedures Do We Use To Implement It?			10
What Related Person Transactions Do We Have?			1011
~~Did Our Insiders Comply With~~Delinquent Section ~~16(A) Beneficial Ownership Reporting in 2018?~~16(a) Reports			11

HUMAN CAPITAL MANAGEMENT			12

ENVIRONMENTAL AND SOCIAL RESPONSIBILITY			13

INFORMATION ABOUT OUR COMMON SHARE OWNERSHIP			14
How Much Stock Is Owned By Directors, Nominees and Executive Officers?			14
Which Shareholders Own More Than 5% of Our Common Shares?			15

PROPOSAL NO. 1: ELECTION OF DIRECTORS			1216

~~INFORMATION ABOUT OUR COMMON SHARE OWNERSHIP~~AUDIT COMMITTEE REPORT			19
~~How Much Stock Is Owned By Directors and Executive Officers?~~			19
~~Which Shareholders Own More Than 5% of Our Common Shares?~~			2026

EXECUTIVE COMPENSATION			2129
Compensation Discussion and Analysis			2129
CD&A Roadmap			2129
Summary			2230
Executive Compensation Program Structure and Process			2736
CEO Performance Review			3746
Other Named Executive Officer Compensation Decisions			4356
2020 Executive Compensation Conclusion			4659
Payout Under Performance Retention ~~Plan~~ Awards			4659
Compensation Governance			4760
Post-Employment Compensation			4963
Tax Treatment			50
~~Non-GAAP Financial Measures~~			50
~~Compensation Committee Report~~			52
~~2018 Summary Compensation Table~~			53
~~Employment Agreements~~			5463


Non-GAAP Financial Measures			64
Compensation Committee Report			65
Summary Compensation Table			66
Employment Agreements			67
Perquisite Policy			5467
Severance Policy			5467
Employee Stock Purchase Plan			5467
Indemnification Agreements			5467
~~2018~~2020 Grants of Plan-Based Awards			5568
Outstanding Equity Awards			5670
~~2018~~2020 Option Exercises and Stock Vested			5871
Non-Qualified Deferred Compensation			5872
Potential Payments Upon Termination or Change in Control			5872
CEO Pay Ratio			6074
Non-Qualified Retirement Plans			6074
Incentive Plans			6174

EQUITY COMPENSATION PLANS INFORMATION			63

~~AUDIT COMMITTEE REPORT~~			6476

PROPOSAL NO. 2: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			6777

PROPOSAL NO. 3: ~~APPROVAL~~APPOINTMENT OF ~~EMPLOYEE STOCK PURCHASE PLAN AS AMENDED~~INDEPENDENT AUDITOR			6878
Independent Auditor Fee Information			78
Pre-Approval Policy of Audit and Non-Audit Services			78

PROPOSAL NO. 4: ~~APPOINTMENT OF INDEPENDENT~~ ~~AUDITOR~~			72
~~Independent Auditor Fee Information~~			72
~~Pre-Approval~~ ~~Policy of Audit andNon-Audit~~ ~~Services~~			73

~~PROPOSAL NO. 5:~~ PROPOSALS CONCERNING OUR SUBSIDIARY, ASSURED GUARANTY RE LTD.			7480
Proposal~~5.1-Election~~4.1-Election of AG Re Directors			7480
Proposal~~5.2-Appointment~~4.2-Appointment of AG Re Auditor			7582

SHAREHOLDER PROPOSALS FOR ~~2020~~2022 ANNUAL MEETING			7783
How do I submit a proposal for inclusion in next year’s proxy material?			7783
How do I submit a proposal or make a nomination at an Annual General Meeting?			7783

INFORMATION ABOUT THE ANNUAL GENERAL MEETING AND VOTING			78

~~OTHER MATTERS~~			8384

~~EXHIBIT A: EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED THROUGH THE THIRD AMENDMENT~~OTHER MATTERS			~~A-1~~89


Time and Date		8:1:00 ~~a.m.~~p.m. London time, May ~~8, 2019~~5, 2021

Place		6 Bevis Marks London, EC3A 7BA United Kingdom

Record Date		March ~~14, 2019~~12, 2021

Voting		Shareholders as of the record date are entitled to vote. Each Common Share is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. Shareholders of record may vote up until ~~12:00 noon~~11:59 p.m. Eastern Daylight Time on May ~~7, 2019.~~4, 2021. Beneficial owners must submit their voting instructions so that their broker will be able to vote by 11:59 p.m. Eastern Daylight Time on May ~~6, 2019.~~2, 2021. In spite of those deadlines, holders who attend the Annual General Meeting will be able to vote in person.



Francisco L. Borges		Dominic J. Frederico
Chairman of the Board		President and Chief Executive Officer


Agenda Item	Board Vote Recommendation	Page Reference (for More Detail)
~~Election of directors~~
Election of directors	For each director nominee	Page 16	~~Page 12~~
Approval, on an advisory basis, of the compensation paid to AGL’s named executive officers	For	Page 77	~~For~~	~~Page 67~~
~~Approval of our employee stock purchase plan, as amended through the third amendment~~	~~For~~	~~Page 68~~
Appointment of PricewaterhouseCoopers as AGL’s independent auditor for ~~2019~~2021 and authorization of the Board of Directors, acting through its Audit Committee, to set the fees for the independent auditor	For	Page 78	~~For~~	~~Page 72~~
Direction of AGL to vote for directors of, and the appointment of the independent auditor of, AGL’s subsidiary, Assured Guaranty Re Ltd.	For each director nominee and for the independent auditor	Page 80	~~Page 74~~


Telephone		(441)279-5725

Facsimile		(441)279-5701

e-mail		generalcounsel@agltd.com



The Audit Committee ��		~~Chairman: G. Lawrence Buhl~~Chair: Bonnie L. Howard / 45 meetings during ~~2018~~2020

Other Audit Committee members: G. Lawrence Buhl, Thomas W. Jones, ~~Alan J. Kreczko,~~ Michael T. O’Kane



The Compensation Committee		~~Chairman: Patrick~~Chair: Thomas W. ~~Kenny~~Jones / 5 meetings during ~~2018~~2020

Other Compensation Committee members: G. Lawrence Buhl, ~~Simon~~Patrick W. ~~Leathes~~ Kenny



The Environmental and Social Responsibility Committee		Chair: Alan J. Kreczko / 4 meetings during 2020

Other Environmental and Social Responsibility Committee members: Francisco L. Borges, Patrick W. Kenny



The Finance Committee		~~Chairman:~~Chair: Michael T. O’Kane / 4 meetings during ~~2018~~2020

Other Finance Committee members: ~~Thomas W. Jones,~~ Alan J. Kreczko, Simon W. Leathes, Yukiko Omura



The Nominating and Governance Committee		~~Chairman:~~Chair: Francisco L. Borges / 4 meetings during ~~2018~~2020

Other Nominating and Governance Committee members: ~~Bonnie L. Howard,~~Alan J. Kreczko, Patrick W. Kenny



The Risk Oversight Committee		~~Chairman: Bonnie L. Howard~~Chair: Simon Leathes / 4 meetings during ~~2018~~2020

Other Risk Oversight Committee members: ~~Simon W. Leathes,~~Bonnie L.Howard, Yukiko Omura



The Executive Committee		~~Chairman:~~Chair: Francisco L. Borges / No meetings during ~~2018~~2020

Other Executive Committee members: Dominic J. Frederico, Patrick W. Kenny, Simon W. Leathes


DEAR SHAREHOLDERS:		~~March 27, 2019~~



Name	Fees Earned or Paid in Cash		Stock Awards⁽¹⁾		All Other Compensation⁽²⁾		Total		Fees Earned or Paid in Cash		Stock Awards⁽¹⁾		All Other Compensation⁽²⁾		Total

Francisco L. Borges⁽³⁾		$345,000		$145,000		$17,552	$	507,552		$345,000		$145,000		$17,733	$	507,733

G. Lawrence Buhl		$165,000		$145,000		$24,326	$	334,326		$150,000		$145,000		$16,276	$	311,276

Bonnie L. Howard		$165,000		$145,000		$20,782	$	330,782		$165,000		$145,000		$26,776	$	336,776

Thomas W. Jones		$150,000		$145,000		$25,569	$	320,569		$165,000		$145,000		$26,776	$	336,776

Patrick W. Kenny⁽⁴⁾		$165,000		$145,000		$22,331	$	332,331		$165,000		$145,000		$15,983	$	325,983

Alan J. Kreczko⁽⁵⁾		$150,000		$145,000		$26,101	$	321,101		$180,000		$145,000		$16,276	$	341,276

Simon W. Leathes⁽⁶⁾		$239,321		$145,000		$ 1,531	$	385,852		$301,631		$145,000		$ 8,548	$	455,179

Michael T. O’Kane		$165,000		$145,000		$15,861	$	325,861		$165,000		$145,000		$ 2,733	$	312,733

Yukiko Omura		$150,000		$145,000		—	$	295,000		$150,000		$145,000		—	$	295,000



Name	Unvested Restricted Stock⁽¹⁾

Francisco L. Borges		17,425

G. Lawrence Buhl		5,156

Bonnie L. Howard		5,156

Thomas W. Jones		5,156

Patrick W. Kenny		6,223

Alan J. Kreczko		11,558

Simon W. Leathes		7,112

Michael T. O’Kane		5,156

Yukiko Omura		5,156



Name of Beneficial Owner	Common Shares Beneficially Owned		Unvested Restricted Common Shares⁽¹⁾		Restricted Share Units⁽²⁾
Robert A. Bailenson		232,780		—		149,567
Francisco L. Borges		251,321		17,425		—
Russell B. Brewer II		203,243		—		85,507
G. Lawrence Buhl		60,424		5,156		—
David A. Buzen		71,076		—		61,574
Ling Chow		64,813		—		84,957
Dominic J. Frederico⁽³⁾		1,444,395		—		481,392
Bonnie L. Howard		31,751		5,156		—
Thomas W. Jones		31,398		5,156		—
Patrick W. Kenny		67,468		6,223		—
Alan J. Kreczko		34,310		11,558		—
Simon W. Leathes		17,222		7,112		—
Michelle McCloskey		—		—		—
Michael T. O’Kane		60,335		5,156		—
Yukiko Omura		13,798		5,156		—
Lorin P.T. Radtke		—		—		—
Courtney C. Shea		—		—		—
All directors, nominees and executive officers as a group (20 individuals)		2,849,177		68,098		990,179



~~Changes This Year~~			22

~~2018~~2020 Achievement Highlights			2430

Our Total Shareholder Return			2532

~~2018~~2020 Results Against Financial Performance ~~Measure~~ Targets			2634

Snapshot of Our CEO’s ~~2018~~2020 Compensation			2634



Overview of Philosophy and Design			2736

Shareholder Outreach on Our Executive Compensation Program			28

~~Changes This Year~~			2937

The Decision-Making Process			2938

Components of Our Executive Compensation Program			3039



Overview			3746

Base Salary			3847

Cash Incentive			3847

Equity Compensation			4255

CEO Compensation Conclusion			4356



The Role of the Board’s Compensation Committee			4760

The Role of the Independent Consultants			4760

Executive Compensation Comparison Group			4761

Executive Officer Recoupment Policy			4861

~~Stock~~Share Ownership Guidelines			4862

Anti-Hedging Policy			4962

Anti-Pledging Policy			4962

Award Timing			4962



Retirement Benefits			4963

Severance			4963

Change in Control Benefits			5063



~~Change~~		~~Reason~~
~~Reduction of our CEO’s individual target cash incentive multiple to 2.0x from 2.5x~~		The reduction in this multiple, which is a component of our short-term cash incentive formula, results in a significantly lowered short-term cash incentive opportunity for our CEO this year compared to last year, even though he achieved greater accomplishments. This year our CEO’s short-term cash incentive payment was $713,000 less than last year, a reduction of more than 15%, despite our CEO receiving a higher total achievement score than last year for his very significant contributions during 2018. ~~The reduction in this multiple brings our CEO’s short-term cash incentive opportunity as a multiple of his base salary more in line with companies in our executive compensation comparison group.~~
~~Negative discretion was introduced for scoring the achievement of financial performance goals that were set below prior year actual results~~		For the reasons described on pages 33 to 34 under “Executive Compensation Program Structure and Process—Setting Financial Performance Goals”, the Compensation Committee may set a financial performance goal at a level that it views as challenging but that is nevertheless below prior year results. The Compensation Committee believes that it is appropriate for executives to be scored at 100% when they achieve their goals. The Compensation Committee recognizes, however, that, depending on the circumstances, characterizing performance as extraordinary (with an achievement score over 100%) for results below the prior year results may not be appropriate in all circumstances. Permitting the Compensation Committee to weigh the circumstances when a result exceeds the goal but is below the prior year results, and to reduce an achievement score well above 100% to closer to 100%, or to 100%, allows the Compensation Committee to award an achievement score that recognizes all of these factors. The Compensation Committee exercised that discretion in awarding achievement scores for 2018 performance related to the two financial performance goals where performance was above target levels but below 2017 actual results.



~~Change~~		~~Reason~~
~~The portion of equity compensation dependent on performance measures was increased from 50% to 60%~~		The Compensation Committee believes that increasing the portion of equity compensation dependent on meeting performance targets increases the incentive of its executives to improve the performance measures targeted.
The Compensation Committee changed the basis on which it measures performance for purposes of determining whether, and how many, of our Common Shares are awarded for each performance share unit granted to an executive. Performance share units granted in 2015 through 2018 generally vested at the end of a three-year performance period if the highest~~40-day~~ average share price during the last eighteen months of the period exceeded certain price hurdles set by the Compensation Committee, with the number of shares awarded for each performance share unit depending on which hurdles were met. • Half of the new performance share units granted in 2019, or 30% of the equity compensation, was tied to growth in Core Adjusted Book Value* per share, which we refer to as Core ABV per share, over three years, with a target of 15% growth over three years • The other half of the new performance share units granted in 2019, or 30% of the equity compensation, was tied to the performance of our total shareholder return, which we refer to as TSR, versus the TSR of the Russell Midcap Financial Services Index, which we refer to as the Index, over three years with a target of the 55th percentile of that Index; the award was capped at 100% if our TSR is negative, even if our TSR is above the 55th percentile of that Index		Since the prices of our Common Shares may be influenced by many factors, including factors that may not be highly correlated to the long-term value of our Common Shares, the Compensation Committee believes that share price hurdles may no longer be the most appropriate performance measure for our performance share units. The Compensation Committee believes that Core ABV per share is the best measure of the intrinsic value of our Common Shares, and that growth in Core ABV per share will eventually result in growth in the price of our Common Shares. The Compensation believes that this measure is so important that it has incorporated the measure into both its short-term cash incentive program and its long-term equity compensation program, so that the executives are motivated to grow Core ABV per share on both a short-term and long-term basis. Since our ultimate goal is to create as much shareholder value as possible, the Compensation Committee believes that our long-term equity incentive compensation should also be based on our TSR. However, recognizing that share prices may be influenced by a number of factors, the Compensation Committee decided that a relative measure of TSR was most appropriate. Since our company is the only publicly traded financial guarantor actively writing policies, there is no obvious group of companies relative to which our performance should be compared. The Compensation Committee considered a number of alternatives for measuring our TSR relative to an appropriate benchmark. Ultimately, the Compensation Committee selected the Russell Midcap Financial Services Index as the most appropriate benchmark. See the discussion under “Executive Compensation Program Structure and Process—Components of Our Executive Compensation Program—Relative TSR PSUs” on page 36.



Cumulative TSR from 12/31/13	Assured Guaranty		Russell MC Financial Index		S&P 500 Index		S&P 500 Financial Index
12/31/2013		100.00		100.00		100.00		100.00
12/31/2014		112.19		114.64		113.68		115.18
Cumulative TSR from 12/31/15									Assured Guaranty	S&P 500 Index	S&P 500 Financial Sector GICs Level 1 Index	Russell MidCap Financial Services Index

12/31/2015		116.12		117.34		115.24		113.38	100.00	100.00	100.00	100.00

12/31/2016		169.07		135.11		129.02		139.17	145.60	111.95	122.75	115.15

12/31/2017		153.79		157.56		157.17		169.98	132.44	136.38	149.92	134.28

12/31/2018		176.79		141.74		150.27		147.82	152.24	130.39	130.37	120.80

12/31/2019									198.12	171.44	172.21	161.33

12/31/2020									130.88	202.96	169.19	169.30



Period Ending 12/31/20	Comparison Group Average TSR	Assured Guaranty TSR

1 Year	(0.7)%	(33.9)%

3 Years	11.0%	(1.2)%

5 Years	50.0%	30.9%



Period Ending 12/31/18	Comparison Group Average TSR			Assured Guaranty TSR
1 Year		(5.94	)%		14.96	%
3 Years		30.51	%		52.24	%
5 Years		54.42	%		76.79	%



Period Ending 02/26/2021	Comparison Group Average TSR	Assured Guaranty TSR

14 months	5.9%	(7.2)%

38 months	16.2%	38.8%

62 months	55.7%	83.8%



	2018 Performance Year Compensation			2017 Performance Year Compensation			Change from 2017 to 2018
Fixed Compensation—Base Salary⁽¹⁾		$1,250,000			$1,250,000			—	%
Incentive Compensation
Cash Incentive Compensation		$3,812,000			$4,525,000			(15.8	)%
Long-Term Performance-Based Equity		$3,600,000	⁽²⁾		$2,875,000	⁽²⁾		25.2	%
Long-Term Time-Based Equity		$2,400,000	⁽²⁾		$2,875,000	⁽²⁾		(16.5	)%
Total Direct Compensation		$11,062,000			$11,525,000			(4.0	)%



	2020 Performance Year Compensation			2019 Performance Year Compensation			Change from 2019 to 2020 Perf. Year
Fixed Compensation—Base Salary⁽¹⁾	$	1,250,000		$	1,250,000			—	%
Incentive Compensation
Cash Incentive Compensation	$	2,979,625		$	3,727,000			(20.1	)%
Long-Term Performance-Based Equity	$	4,200,000	⁽²⁾	$	4,050,000	⁽²⁾		3.7	%
Long-Term Time-Based Equity	$	2,800,000	⁽²⁾	$	2,700,000	⁽²⁾		3.7	%
Total Direct Compensation	$	11,229,625		$	11,727,000			(4.2	)%



Principal Elements of Executive Compensation Package		Purpose
Base Salary		Based on responsibilities, skill set and experience, and market measures
Cash Incentive Compensation		Cash reward for performance against annual financial performance ~~goals~~targets and progress against strategicnon-financial objectives that we expect to drive our growth over the ~~moderate~~medium to long term
Long-Term Equity Incentives		60% in performance share units, which we refer to as PSUs, that ~~can~~may be earned over a3-year performance period based on performance targets, and are paid at the end of the 3-year performance period if particular performance targets are achieved, with half of the PSUs (or 30% of the long-term equity incentive) being based on growth in our Core Adjusted Book Value per share, and half of the PSUs (or 30% of the long-term equity incentive) being based on our TSR, relative to the 55th percentile of the Russell Midcap Financial Services Index 40% in restricted ~~stock~~share units, which we refer to as RSUs, that cliff vest at the end of a3-year period


PVP		represents ~~our~~the estimated ~~gross future revenue stream from new business production. Specifically, PVP enables us to evaluate the~~ value of ~~our~~ new business production ~~during the year by taking~~in our insurance segment. PVP takes into account upfront premiums and the present value of ~~upfront and~~ estimated future installment premiums using a consistent discount rate on all new contracts ~~underwritten~~written in a reporting period.

Core operating income per diluted share		enables us to evaluate the amount of income we are generating in our business without certain items, primarilynon-economic fluctuations and movements in fair value, foreign exchange movements related to long dated receivables and payables, and other adjustments, as well as removing the impact of consolidating FG VIEs.

Core operating shareholders’ equity per share		presents our equity excludingnon-economic fair value adjustments as well as the impact of consolidating FG VIEs. Core operating shareholders’ equity per share is the basis of the calculation of core adjusted book value, which we refer to as Core ABV, per share, as described below.

Core operating ROE		represents core operating income for a specified period divided by the average of core operating shareholders’ equity at the beginning and the end of that period. This measure enables us to evaluate our return on the capital invested in our company.

Core ABV per share		reflects our core operating shareholders’ equity, plus unearned premiums in excess of expected losses, plus future estimated revenues from contracts other than financial guaranty insurance contracts (such as~~non-financial~~ ~~guaranty~~ specialty insurance contracts and credit derivatives), less deferred acquisition costs. This measure enables us to measure our intrinsic value, excluding our franchise value.

Gross third-party assets raised		represents the gross increase in assets under management, which we refer to as AUM, from sources other than our subsidiaries (but includes assets from employees and former employees). It represents sales of CLOs, as well as gross increases in funded and unfunded commitments in funds managed by AssuredIM, which we refer to as AssuredIM Funds, during the year. Gross third-party assets raised would also include gross third-party assets obtained in strategic transactions. Gross third-party assets raised increases the total AUM on which we earn recurring asset management fees.



FINANCIAL PERFORMANCE GOALS	2014 Results			2018 Results			2014 Results			2020 Results
PVP	$	168 million		$	663 million			$172 million			$390 million
Core Operating Income per Diluted Share		$2.83			$4.37			$2.83			$3.11
Core Operating Shareholders’ Equity per Share		$37.48			$61.14			$37.48			$78.46
Core Operating Return on Equity		8.1	%		7.6	%		8.1	%		4.4	%
Core Adjusted Book Value per Share		$53.66			$86.21			$53.78			$114.97
Gross Third-Party Assets Raised								NA			$1.6 billion



										2020 Performance Year Compensation			2019 Performance Year Compensation			Change from 2019 to 2020
	2018 Performance Year Compensation			2017 Performance Year Compensation			Change from 2017 to 2018
Fixed Compensation—Base Salary⁽¹⁾		$1,250,000			$1,250,000			—	%		$1,250,000			$1,250,000			—	%

Incentive Compensation

Cash Incentive Compensation		$3,812,000			$4,525,000			(15.8	)%		$2,979,625			$3,727,000			(20.1	)%

Long-Term Performance-Based Equity		$3,600,000	⁽²⁾		$2,875,000	⁽²⁾		25.2	%		$4,200,000	⁽²⁾		$4,050,000	⁽²⁾		3.7	%

Long-Term Time-Based Equity		$2,400,000	⁽²⁾		$2,875,000	⁽²⁾		(16.5	)%		$2,800,000	⁽²⁾		$2,700,000	⁽²⁾		3.7	%

Total Direct Compensation		$11,062,000			$11,525,000			(4.0	)%		$11,229,625			$11,727,000			(4.2	)%