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 13, 2011

ASSURED GUARANTY LTD.

(Exact name of registrant as specified in its charter)

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

Assured Guaranty Ltd.

30 Woodbourne Avenue

Hamilton HM 08 Bermuda

(Address of principal executive offices)

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

Not applicable

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

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

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))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On May 13, 2011, Assured Guaranty Ltd. (the “Company”) announced that its named executive officer Robert B. Mills has been appointed Chief Operating Officer and that its named executive officer Robert A. Bailenson has been appointed Chief Financial Officer. Mr. Bailenson will continue to perform the function of principal accounting officer. Both appointments are effective June 1, 2011. A copy of the press release announcing these events is attached hereto as Exhibit 99.1, and is hereby incorporated herein by reference. In connection with such appointments, Mr. Mills and Mr. Bailenson entered into letter agreements with the Company that are attached on Exhibit 10.1 and 10.2, respectively, and are hereby incorporated herein by reference. For additional information on the age, position and business experience of Mr. Mills and Mr. Bailenson, see “Executive Officers of the Company,” which is set forth at the end of Part I of the Company’s annual report on Form 10-K for the year ended December 31, 2010 and is hereby incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits. (d)  Exhibits

Exhibit Number	Description
10.1	Letter Agreement with Robert B. Mills dated May 13, 2011
10.2	Letter Agreement with Robert A. Bailenson dated May 13, 2011
99.1	Assured Guaranty Ltd. Press Release dated May 13, 2011 announcing appointment of certain named executive officers

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SIGNATURES

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

	ASSURED GUARANTY LTD.
	By:	/s/ James M. Michener
		Name:	James M. Michener
		Title:	General Counsel
DATE:  May 13, 2011

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Letter Agreement with Robert B. Mills dated May 13, 2011
10.2	Letter Agreement with Robert A. Bailenson dated May 13, 2011
99.1	Assured Guaranty Ltd. Press Release dated May 13, 2011 announcing appointment of certain named executive officers

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EX-10.1

Exhibit 10.1

May 13, 2011

Robert B. Mills

17 Great Hills Road

New Hope, PA 18930

Dear Bob,

Congratulations on your promotion to Chief Operational Officer of Assured Guaranty Ltd., Assured Guaranty US Holdings, Inc. and Assured Guaranty Corp. (the “Assured Guaranty Companies”).  You currently serve as Chief Financial Officer of the Assured Guaranty Companies pursuant to the terms of an employment agreement by and between you and those companies as amended and restated effective January 1, 2009 (the “Employment Agreement”).

Pursuant to the terms of this letter, you shall cease to hold the above-described position as Chief Financial Officer of the Assured Guaranty Companies, and you shall assume your new position as Chief Operating Officer of the Assured Guaranty Companies, effective June 1, 2011.  You shall have such powers and duties consistent with the announcement of your position, and you shall answer to and be subject to the directions of the Chief Executive Officer of Assured Guaranty Ltd.

By signing and returning this letter, you (i) agree to the changes described in this letter, (ii) agree that the change in your responsibilities, title and status as described in this letter will not constitute a reduction in those responsibilities, title or status (as described in paragraph 10(d) of the Employment Agreement), and (iii) permanently waive any claim that the changes described in this letter provide a basis for your terminating your employment due to a Good Reason Resignation under paragraph 10(d) of the Employment Agreement (including, without limitation, waiver of any claim that the changes in this letter constitute the assignment of duties inconsistent with your title, duties, and responsibilities as Chief Financial Officer).

Except as otherwise provided in this letter, the terms of your employment shall remain the same as currently in effect, and the terms of the Employment Agreement, as modified by the waiver letter dated April 21, 2011 executed by you, shall remain in full force and effect.

Assured Guaranty Ltd.
	30 Woodbourne Avenue, 5th Floor	main	441 279 5700	info@assuredguaranty.com	www.assuredguaranty.com
	Hamilton HM 08	fax	441 279 5701
	Bermuda

If you have questions about this letter, please contact the undersigned.  If you agree to the terms of this letter, please return a signed copy of the letter to the undersigned.

Very truly yours,

ASSURED GUARANTY LTD.

By:		/s/ James M. Michener
Name:		James M. Michener
Title:		General Counsel
I agree to the terms of this Letter:
/s/ Robert B. Mills
Robert B. Mills
Date:	May 13, 2011

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EX-10.2

Exhibit 10.2

May 13, 2011

Robert A. Bailenson

8 Halyard Court

Cold Spring Harbor, NY 11724

Dear Rob,

Congratulations on your promotion to Chief Financial Officer of Assured Guaranty Ltd. and Assured Guaranty Corp. (the “Assured Guaranty Companies”).  You currently serve as Chief Accounting Officer of the Assured Guaranty Companies pursuant to the terms of an employment agreement by and between you and those companies as amended and restated effective January 1, 2009 (the “Employment Agreement”).

Pursuant to the terms of this letter, you shall continue to retain the function of principal accounting officer of the Assured Guaranty Companies until such time, if ever, as a replacement is named for such position by the Assured Guaranty Companies, and you shall assume your new position as Chief Financial Officer of the Assured Guaranty Companies effective June 1¸ 2011.  You shall have such powers and duties consistent with your current position as Chief Accounting Officer and consistent with the announcement of your position as Chief Financial Officer, and you shall answer to and be subject to the directions of the Chief Executive Officer of Assured Guaranty Ltd.

By signing and returning this letter, you (i) agree to the changes described in this letter, (ii) agree that the change in your responsibilities, title and status as described in this letter will not constitute a reduction in those responsibilities, title or status (as described in paragraph 10(d) of the Employment Agreement), and (iii) permanently waive any claim that the changes described in this letter provide a basis for your terminating your employment due to a Good Reason Resignation under paragraph 10(e) of the Employment Agreement (including, without limitation, waiver of any claim that the changes in this letter constitute the assignment of duties inconsistent with your title, duties, and responsibilities as Chief Accounting Officer).

Except as otherwise provided in this letter, the terms of your employment shall remain the same as currently in effect, and the terms of the Employment Agreement, as modified by the waiver letter dated April 21, 2011 executed by you, shall remain in full force and effect.

Assured Guaranty Ltd.
	30 Woodbourne Avenue, 5th Floor	main	441 279 5700	info@assuredguaranty.com	www.assuredguaranty.com
	Hamilton HM 08	fax	441 279 5701
	Bermuda

If you have questions about this letter, please contact the undersigned.  If you agree to the terms of this letter, please return a signed copy of the letter to the undersigned.

Very truly yours,

ASSURED GUARANTY LTD.

By:	/s/ James M. Michener
Name:			James M. Michener
Title:			General Counsel
I agree to the terms of this Letter:
/s/ Robert A. Bailenson
Robert A. Bailenson
Date:		May 13, 2011

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EX-99.1

Exhibit 99.1

PRESS RELEASE

Assured Guaranty to Appoint Robert Mills Chief Operating Officer and

Robert Bailenson Chief Financial Officer

HAMILTON, Bermuda – May 13, 2010 – Assured Guaranty Ltd.  (“Assured Guaranty” or the “Company”), the publicly traded holding company (NYSE: AGO) for direct bond insurers Assured Guaranty Corp. and Assured Guaranty Municipal Corp. (formerly Financial Security Assurance Inc. or “FSA,” which Assured Guaranty acquired on July 1, 2009), announced today that effective June 1, 2011, Robert B. Mills, currently Chief Financial Officer, will be appointed to the position of Chief Operating Officer and Robert A. Bailenson, currently Chief Accounting Officer, will succeed Mr. Mills as Chief Financial Officer.

“Assured Guaranty is fortunate to have great breadth of senior management expertise, as these appointments demonstrate,” said Dominic Frederico, President and CEO.  “Bob Mills has been with us since the initial public offering and was the leader of the FSA integration process, helping us to achieve our expense reduction goals.  Rob Bailenson, who has been with us for more than twenty years, will assume his new duties seamlessly.  They have both made important contributions to our operating efficiency, financial management and  transparent reporting; I know they will continue to do so in their new roles.”

Mr. Mills joined Assured Guaranty in January 2004 from UBS where he was Managing Director, Chief Financial Officer and Operating Officer of UBS for the Americas Region and a member of the Board of Directors of the UBS Investment Bank. He joined UBS in 1994 as Chief Financial Officer of the Union Bank of Switzerland prior to its merger with Swiss Bank Corp. in 1998. He was previously with KPMG Peat Marwick for 23 years as a partner and the National Practice Director for Investment Banking and Capital Markets.

Mr. Bailenson has been Managing Director and Chief Accounting Officer of Assured Guaranty Ltd. since May 2005 and has held a number of previous positions with Assured Guaranty and its predecessor companies since 1990. Among these were Chief Accounting Officer of Assured Guaranty Corp. and Chief Financial Officer and Treasurer of Assured Guaranty Re Ltd. Prior to joining Assured Guaranty, Mr. Bailenson was with Ernst & Young LLP.

# # #

Assured Guaranty Ltd. is a publicly traded (NYSE: AGO) Bermuda-based holding company.  Its operating subsidiaries provide credit enhancement products to the U.S. and international public finance, infrastructure and structured finance markets.  More information on Assured Guaranty Ltd. and its subsidiaries can be found at www.assuredguaranty.com.

Assured Guaranty Ltd.
	30 Woodbourne Avenue, 5th Floor	main	441 299 9375	info@assuredguaranty.com	www.assuredguaranty.com
	Hamilton HM 08	fax	441 296 1083
	Bermuda

Cautionary Statement Regarding Forward-Looking Statements:

Any forward-looking statements made in this press release reflect the Company’s current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. For example, Assured Guaranty may not achieve additional operating efficiencies due to technological limitations or other reasons.  Readers should also consider the other risk factors contained in Assured Guaranty’s filings with the Securities and Exchange Commission.  Readers are cautioned not to place undue reliance on these forward-looking statements, which are made as of May 13,  2011, and Assured Guaranty undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact Information:

Sabra R. Purtill, CFA

Managing Director, Investor Relations and Corporate Communications

212-408-6044

spurtill@assuredguaranty.com

Robert Tucker

Managing Director, Fixed Income Investor Relations

212-339-0861

rtucker@assuredguaranty.com

Ashweeta Durani

Vice President, Corporate Communications

212-408-6042

adurani@assuredguaranty.com