8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) —May 5, 2005

ASSURED GUARANTY LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-32141	98-0429991
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
Assured Guaranty Ltd. 30 Woodbourne Avenue Hamilton HM 08 Bermuda
(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 296-4004
Not applicable
(Former name or former address, if changed since last report)

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

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

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

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

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

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

Item 1.01Entry into a Material Definitive Agreement.

The Assured Guaranty Ltd. Employee Stock Purchase Plan, as described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 28, 2005 under the heading “Approval of Assured Guaranty Ltd. Employee Stock Purchase Plan,” was approved by the Company’s shareholders at the annual general meeting on May 5, 2005.  For the full text of this plan see Exhibit 10.40 to the Company’s Annual Report on Form 10-K for year ended December 31, 2004.

The Assured Guaranty Ltd. 2004 Long-Term Incentive Plan, as described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 28, 2005 under the heading “Approval of Assured Guaranty Ltd. 2004 Long-Term Incentive Plan,” was approved by the Company’s shareholders at the annual general meeting on May 5, 2005. For the full text of this plan see Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 5, 2005 the Company appointed Robert Bailenson, age 39, as its Managing Director and Chief Accounting Officer.  Previously, Mr. Bailenson served as the Chief Accounting Officer of the Company’s subsidiary, Assured Guaranty Corp, a position he has held since 2003 and which he continues to hold.  Prior to that, he was Chief Financial Officer and Treasurer of ACE Capital Re Inc.  Prior to the acquisition of Capital Re Corp., principally a financial guaranty reinsurance company, by ACE Limited in 1999, Mr. Bailenson was the Assistant Controller of Capital Re Corp. From 1988 to 1990 Mr. Bailenson was with Ernst & Young LLP.  He is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants.

Currently the Company does not have an employment agreement with Mr. Bailenson, but intends to enter into one during 2005.  The terms of Mr. Bailenson’s salary compensation did not change as a result of his appointment as Chief Accounting Officer of the Company.  He is also eligible to receive a cash bonus and to receive awards under the Assured Guaranty Ltd. Long Term Incentive Plan as determined by the Compensation Committee of the Board of Directors.

Item 9.01	Financial Statements, Pro Forma Financial Information and Exhibits.
	(c) Exhibits

Exhibit Number	Description
10.1	Assured Guaranty Ltd. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for year ended December 31, 2004)*
10.2	Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)*
10.3	Directors Compensation Summary*

*      Management contract or compensatory plan

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SIGNATURES

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

		ASSURED GUARANTY LTD.
		By:	/s/ James M. Michener
			James M. Michener
			General Counsel and Secretary
DATE:	May 10, 2005

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EX-10.3

Exhibit 10.3

Director Compensation Summary

Non-management directors receive an annual retainer of $150,000 per year, $60,000 of which will be paid in cash and $90,000 of which is paid in stock units or restricted stock (as described below), though a director may elect to receive up to 100 percent his annual retainer in stock units or restricted stock. Non-management directors also received a one-time cash award of $25,000 upon their election, concurrent with the closing of the Company’s initial public offering. The Chairman of the Board receives an additional $25,000 annual retainer, the Chairman of the Audit Committee receives an additional $20,000 annual retainer and the Chairman of each of the Compensation Committee, the Nominating and Governance Committee, the Finance Committee and the Risk Oversight Committee receives an additional $10,000 annual retainer. Members of the Audit Committee receive an additional $10,000 annual retainer and members of each of the Compensation Committee, the Nominating and Governance Committee, the Finance Committee and the Risk Oversight Committee receive an additional $5,000 annual retainer. The Company will generally not pay a fee for attendance at board or committee meetings, though the Chief Executive Officer has the discretion to pay attendance fees of $2,000 for extraordinary or special meetings.

An initial (one-time) grant of restricted shares with a value of $100,000 was awarded to each non-management director upon his initial election upon closing of the IPO. These restricted shares will vest on the day immediately prior to the third annual shareholders meeting at which directors are elected following the grant of the shares.

Retainer equity awards were granted upon completion of the IPO and will be granted annually thereafter (usually on the date of the Company’s annual shareholders’ meeting) in the form of stock units until the share ownership guidelines set forth in the next paragraph have been met. The first 10,000 stock units awarded to each director will become non-forfeitable on the day immediately prior to the first annual shareholders meeting at which directors are elected following the grant of the units. The issuance of Common Shares for these units will be mandatorily deferred until six months after termination of the director’s service on the Board of Directors. After the share ownership guidelines discussed below are met, directors may elect to receive their annual retainer equity award in the form of either restricted shares that vest on the day immediately prior to the first annual shareholders meeting at which directors are elected following the grant of the shares, or stock units that become non-forfeitable on the day immediately prior to the first annual shareholders meeting at which directors are elected following the grant of the units, with the issuance of Common Shares deferred to a later date chosen by the director. Stock units cannot be sold or transferred until the Common Shares are issued. Dividend equivalents will be credited to stock units and reinvested as additional stock units.

The Board of Directors has recommended that each director own at least 10,000 Common Shares within three years after joining the board. Common Shares represented by stock units will count toward that guideline, though restricted shares awarded upon a director’s initial election will not.