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1.	To elect our board of directors;

2.	To vote, on an advisory basis, on executive compensation;

3.	To approve an amendment to our employee stock purchase plan to increase by 250,000 the number of Common Shares that employees may purchase under such plan;

4.	To ratify the appointment of PricewaterhouseCoopers LLP as AGL's independent auditors for the fiscal year ending December 31, 2013;

5.	To direct AGL to vote for directors of, and the ratification of the appointment of independent auditors for, its subsidiary Assured Guaranty Re Ltd.; and

6.	To transact such other business, if any, as lawfully may be brought before the meeting.

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•	Election of directors

•	Advisory vote on executive compensation

•	Amendment of our employee stock purchase plan to increase by 250,000 the number of our Common Shares that our employees may purchase under such plan

•	Ratification of PricewaterhouseCoopers LLP as independent auditor of AGL

•	Direction of AGL to vote for directors of, and the ratification of independent auditor of, AGL's subsidiary, Assured Guaranty Re Ltd.

•	Transaction of other business that may properly come before the meeting

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•	Certain payments and benefits following a voluntary termination, other than for good reason, within a specified period following a change of control

•	In February 2012, the CEO received a multi-year equity award

•	Vesting of these awards is tied to achievement of share price hurdles prior to December 31, 2014

•	The CEO and other executive officers forfeit their 2012 equity awards if they retire or resign from our Company prior to vesting

•	The equity awards have "double trigger" vesting in the event of a change in control

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•	The election of directors

•	An advisory vote to approve executive compensation

•	The approval of an amendment to our employee stock purchase plan to increase by 250,000 the number of our Common Shares that our employees may purchase under such plan

•	The ratification of the selection of PricewaterhouseCoopers LLP, an independent registered public accounting firm, which we refer to as PwC, as our independent auditors for 2013

•	The direction of AGL to vote for the election of the directors of, and the ratification of the appointment of the independent auditors for, our subsidiary Assured Guaranty Re Ltd. (which we refer to as AG Re)

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Shareholder of Record.  If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the shareholder of record 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.

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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 or 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 or 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 "Information About the Annual General Meeting and Voting—How do I vote in person at the Annual General Meeting?" Your broker or nominee has provided a voting instruction card for you to use in directing your broker or nominee as to how to vote your shares. You may also vote by

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•	FOR the election of directors

•	FOR approval of our executive compensation

•	FOR approval of an amendment to our employee stock purchase plan

•	FOR the ratification of PwC as our independent auditors for 2013

•	FOR directing AGL to vote for the election of directors of, and the ratification of the appointment of independent auditors for, our subsidiary, AG Re

•	Brokers have discretionary power to vote your shares with respect to "routine" matters

•	Brokers do not have discretionary power to vote your shares on "non-routine" matters (such as the election of directors or the advisory vote on executive compensation) unless they have received instructions from the beneficial owner of the shares

•	If you are a shareholder of record, you may vote by telephone, 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 bank or broker to determine whether you will be able to vote by telephone or electronically through the Internet

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•	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 30 Woodbourne Avenue, Hamilton HM 08, Bermuda, or

•	Attend the Annual General Meeting and vote in person.

•	The election of each nominee for director

•	The ratification of the selection of PwC as independent auditors for 2013

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

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•	In the election of AGL directors, your vote may be cast "FOR" all of the nominees or your vote may be "WITHHELD" with respect to one or more of the nominees

•	Your vote may be cast "FOR" or "AGAINST" or you may "ABSTAIN" with respect to the proposals relating to (i) the advisory vote on executive compensation, (ii) the ratification of AGL's independent auditors, (iii) the amendment to the employee stock purchase plan, and (iv) directing AGL to vote for the ratification of the appointment of AG Re's independent auditors

•	With respect to directing AGL to vote for the election of directors of our subsidiary, AG Re, your vote may be cast "FOR" all of the nominees or your vote may be "WITHHELD" with respect to one or more of the nominees

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•	Shareholders, employees or other interested parties wanting to contact the Board concerning accounting or auditing matters may send an e-mail to the Chairman of the Audit Committee at chmaudit@assuredguaranty.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 an e-mail to corpsecy@assuredguaranty.com. The Secretary has access to both of these e-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 as e-mail

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•	The Chairman of the Board receives an additional $125,000 annual retainer

•	The Chairman of the Audit Committee receives an additional $30,000 annual retainer

•	The Chairman of each of the Compensation Committee, the Nominating and Governance Committee, the Finance Committee and the Risk Oversight Committee receives an additional $15,000 annual retainer

•	Members of the Audit Committee, other than the chairman, receive an additional $15,000 annual retainer

•	Members, other than the chairmen, of each of the Compensation Committee, the Nominating and Governance Committee, the Finance Committee and the Risk Oversight Committee receive an additional $10,000 annual retainer.

(1)	Other compensation consists of matching gift donations which were paid in 2012.

(2)	The cash component of Mr. Baron's compensation was $125,000, of which he elected to receive $10,000 in additional restricted stock and the remainder in cash.

(3)	The cash component of Mr. Borges's compensation was $125,000, of which he elected to receive $100,000 in additional restricted stock and the remainder in cash.

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(4)	The cash component of Mr. Kenny's compensation was $140,000, of which he elected to receive $35,000 in additional restricted stock and the remainder in cash.

(5)	Mr. Layton resigned from our Board in May 2012 and did not receive any compensation for 2012.

(6)	Mr. Leathes is a nominee to our Board. He was appointed an independent director of our UK insurance subsidiaries, Assured Guaranty (UK) Ltd. and Assured Guaranty (Europe) Ltd., in December 2011 and in 2012 received £45,000 (which is approximately $72,734) for such service.

(7)	The fees for Mr. Monro-Davies include £43,750 (which is approximately $70,713) for serving as an independent director of Assured Guaranty (UK) Ltd. and Assured Guaranty (Europe) Ltd.

(1)	Vests one day prior to the 2013 Annual General Meeting.

(2)	Mr. Layton resigned from our Board in May 2012 and did not hold any unvested restricted stock, non-forfeitable restricted share units or non-forfeitable stock options in our Company as of December 31, 2012.

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•	the balance between short- and long-term incentives

•	consideration of qualitative non-financial performance goals, including enterprise risk, as well as quantitative financial performance goals, in determining compensation payouts, with a discretionary approach to annual bonus award allocations

•	incentive compensation components that are paid, vested or measured over an extended period, thus encouraging a long-term outlook

•	incentive compensation with a significant equity component where value is best realized through long-term appreciation of shareholder value

•	the performance retention plan focus on adjusted book value and operating return on equity over a multi-year performance period, which reduces the incentive to concentrate on short-term gain, and like equity awards granted under the long-term incentive plan, which fosters a long-term view that minimizes unnecessary or excessive risk taking

•	stock ownership guidelines that tie executives to our Company's future business performance and align executives' interests with those of shareholders (e.g., 7x base salary for the CEO)

•	a prohibition against short-selling, buying Company shares on margin or using owned shares as collateral for margin accounts, which ensures that employees maintain appropriate exposure to changes in our Company's stock price and mitigates the risk of employees engaging in transactions that could have an adverse impact on our stock price

•	a recoupment policy that allows our Company to recover compensation paid in situations of misconduct requiring a restatement of financial results

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•	the program does not emphasize stock options; instead, it balances stock options and full-value awards and, for the CEO and other senior executives, 75% of the equity awards that were granted in February 2012 are performance-based

•	the program does not provide for highly leveraged performance-vested awards; instead, the leverage is reasonable and is capped at 200% of target on the upside for the performance-vested RSUs and limited to 100% of target for the performance-vested stock options

•	the program sets specific stock price hurdles which are measured as the 40-day average stock price at any point over the 3-year performance period

•	there is no immediate payment; instead, the various equity awards vest in or over a 3-year period

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Portfolio Risk Management Committee—This committee establishes company-wide credit policy for all segments of our business. It implements specific underwriting procedures and limits for our Company and allocates underwriting capacity among our subsidiaries. The Portfolio Risk Management Committee focuses on measuring and managing credit, market and liquidity risk for the overall company. All transactions in new asset classes or new jurisdictions must be approved by this committee.

•	U.S. Management Committee—This committee establishes strategic policy and reviews the implementation of strategic initiatives and general business progress in the U.S. The U.S. Management Committee approves risk policy at the U.S. operating company level.

•	Risk Management Committees—The risk management committees for our U.S., U.K. and Bermuda businesses conduct an in-depth review of the insured portfolios of the relevant subsidiaries, focusing on varying portions of the portfolio at each meeting. They assign internal ratings of the insured transactions and review sector reports, monthly product line surveillance reports and compliance reports.

•	Workout Committee—This committee receives reports on transactions that might benefit from active loss mitigation and develops loss mitigation strategies for such transactions.

•	Reserve Committees—Oversight of reserving risk is vested in reserve committees for our U.S., U.K. and Bermuda businesses. The committees review the reserve methodology and assumptions for each major asset class or significant below-investment grade transaction, as well as the loss projection scenarios used and the probability weights assigned to those scenarios.

•	Reviews the qualifications of potential nominees to determine whether they might be a good candidate for membership on the Board of Directors

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•	Reviews the potential nominee's judgment, experience, independence, understanding of our business or other related industries and such other factors as it determines are relevant in light of the needs of the Board of Directors and our Company

•	Selects qualified candidates and reviews its recommendations with the Board of Directors, which will decide whether to nominate the person for election to the Board of Directors at an annual general meeting. Between annual general meetings, the Board, upon the recommendation of the Nominating and Governance Committee, can approve additions to the Board

•	the shareholder's name as it appears in AGL's books

•	a representation that the shareholder is a record holder of AGL's shares and intends to appear in person or by proxy at the meeting to present such proposal

•	the class and number of shares beneficially owned by the shareholder

•	the name and address of any person to be nominated

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•	a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons, naming such other person or persons, pursuant to which the nomination or nominations are to be made by the shareholder

•	such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the SEC's proxy regulations

•	the consent of each nominee to serve as a director of AGL, if so elected

•	disclosed in director and officer questionnaires (which must also be completed by nominees for director) or in certifications of Code of Conduct compliance

•	reported directly by the related person or by another employee of our Company

•	reported by our Chief Financial Officer based on a list of directors, executive officers and known 5% shareholders

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(1)	The reporting person has the right to vote (but not dispose of) the Common Shares listed under "Unvested Restricted Common Shares."

(2)

The Common Shares associated with restricted share units are not deliverable as of March 15, 2013 or within 60 days of March 15, 2013 and therefore cannot be voted or disposed of within such time period. As a result, these shares are not considered beneficially owned under SEC rules. We include them in the table above, however, because we view them as an integral part of share ownership by our directors and executive officers. Each current non-management director, other than Mr. Ross and Ms. Howard, holds share units, including dividend accruals, which have vested and will be generally deferred at least six months after the termination of such director's service on the Board. Our executive officers have restricted share units that vest on specified anniversaries of the date of the award, with Common Shares delivered upon vesting.

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(3)	Represents Common Shares which the reporting person has the right to acquire as of March 15, 2013 or within 60 days of March 15, 2013 pursuant to options.

(4)	Includes shares owned by Mr. Frederico's spouse and daughter, and shares owned by a family trust, over which Mr. Frederico has the power to direct the voting and disposition.

(5)	Includes shares owned jointly with Mr. Mills's spouse over which Mr. Mills has the power to direct the voting and disposition.

(6)	Includes shares held by funds affiliated with Mr. Ross.

(1)

Based on a Schedule 13D/A filed by WL Ross Group, L.P. on December 5, 2011 reporting the amount of securities beneficially owned as of December 1, 2011. WL Ross Group, L.P., as the managing member of the general partner of each of WLR Recovery Fund IV, L.P., WLR Recovery Fund III, L.P., WLR/GS Master Co-Investment, L.P. and WLR AGO Co-Invest, L.P. (collectively, the Principal Funds), and the entity party to that certain Parallel Investment Agreement with the general partner of WLR IV Parallel ESC, L.P. (the ESC and together with the Principal Funds, the Funds), may be deemed to have shared voting and shared dispositive power over 19,835,370 shares held directly by the Funds. Wilbur L. Ross, Jr. has sole voting and sole dispositive power of 23,969 shares and, in his capacity as managing member of the general partner of WL Ross Group, L.P., may be deemed to have shared voting and shared dispositive power over the 19,835,370 shares held directly by the Funds.

(2)	Based on a Schedule 13G/A filed by Wellington Management Company, LLP on February 14, 2013, reporting the amount of securities beneficially owned as of December 31, 2012. Wellington Management Company, LLP has shared voting power over 15,209,989 shares and shared dispositive power over 16,667,531 shares.

(3)	Based on a Schedule 13G/A filed by FMR LLC on February 14, 2013, reporting the amount of securities beneficially owned as of December 31, 2012. FMR LLC has sole power to vote over 237,000 shares and sole dispositive power over 12,260,094 shares.

(4)	Based on a Schedule 13G filed by T. Rowe Price Associates, Inc. on February 12, 2013 reporting the amount of securities beneficially owned as of December 31, 2012. T. Rowe Price Associates has sole power to vote over 1,535,771 shares and sole dispositive power over 10,195,871 shares.

(5)	Based on a Schedule 13G filed by Fine Capital Partners, L.P. on February 14, 2013 reporting the amount of securities beneficially owned as of December 31, 2012. Fine Capital Partners has shared voting power and shared dispositive power over 13,440,649 shares.

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•	Enhance the performance motivation of our named executive officers (whom we refer to as executive officers), by more directly linking equity compensation awards to the price of our Common Shares, requiring share price hurdles to be achieved prior to vesting and providing for possible increased compensation if hurdles above a target level are attained

•	Enhance focus on performance-based compensation by lowering non-performance-based compensation such as perquisites

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Provide incentive for certain of our executive officers nearing retirement at age 65 to continue their efforts with our Company by making new equity grants not forfeitable if the executive retires after attaining age 65, performs 10 years of service for our Company and obtains the consent of our Compensation Committee at the time of retirement. Currently, this provision only affects our Chief Operating Officer

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(1)	For awards granted beginning in February 2012

•	$19.02, which was the highest 40-day average share price as of March 20, 2013. (Under the terms of the performance-based equity, at $18, 35% of the PSUs and 35% of the performance stock options vest at the end of three years.)

•	$24 (100% of the PSUs and 50% of the performance stock options vest at the end of three years)

•	$30 (200% of the PSUs and 100% of the performance stock options vest at the end of three years)

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•	Reviews and approves the metrics and goals in our performance framework and the executive officer performance goals for the next upcoming year in November

•	Reviews corporate performance during the then current year, as well as progress against the executive officer performance goals, in August and November

•	Makes executive compensation decisions with respect to the previous year's performance in February

•	Discusses with the full Board the full-year financial and strategic performance at length, seeking to understand what was accomplished relative to established objectives, how it was accomplished, the quality of the financial results, and strategic positioning for future competitive advantage, and the CEO's and other executive officers' individual performance

•	In conjunction with our independent directors, determines the total compensation amount for the CEO and each of the other executive officers, starting with the prior years' compensation, and making adjustments based on:

◦	Performance assessments

◦	Market pay levels and trends

◦	Input from Cook

◦	For the other executive officers: the CEO's recommendations, succession planning, and retention considerations

◦	The strength of the executive team in this unique segment of the insurance industry

•	Approves any design changes to the executive compensation program for the upcoming year

•	Routine changes to benefit plans

•	New-hire packages for non-executive officers with expected annual compensation below a specified amount

•	New-hire equity grants for non-executive officers up to a specified amount of stock options and restricted stock for each new hire. All equity grants authorized by the CEO must be reported to the Compensation Committee at its next meeting

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•	Routine salary and employment termination arrangements for employees below the top three levels of our Company

•	The performance of our Company

•	Achievement of identified objectives in the officer's areas of responsibility that are intended to achieve our Company's goals

•	Quick and effective responses to unanticipated opportunities or challenges

•	Cooperation as a team to achieve our Company's goals

•	Demonstration of ethical behavior in compliance with current legal and regulatory standards

•	We produced strong financial results, including strong operating income of $535.5 million and growth in operating shareholders' equity per share to a record level of $30.05. Shareholders' equity per share increased 1% over 2011 and operating shareholders' equity per share increased 5%. This result was achieved despite incurring a pre-tax loss of $189 million on our exposure to Greek bonds.

•	We repurchased 2.1 million Common Shares at an average price of $11.76.

•	Our share price was $14.23 at year end 2012, 8.3% higher than the 2011 year end share price of $13.14.

•	We doubled our quarterly dividend to $0.09 per share in the first quarter of 2012 and further raised it to $0.10 per share in the first quarter of 2013, for a total increase of 122%.

•	We derived $401 million of future premium revenues, through $210 million of present value of new business production (which we refer to as PVP) and $191 million from the reassumption of ceded reinsurance; the economic benefit of these transactions constituted approximately 89% of our 2012 goal.

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Through December 31, 2012, we have caused providers of representations and warranties (R&W) in residential mortgage-backed security (RMBS) transactions we insured to pay or agree to pay approximately $2.9 billion in respect of their R&W liabilities. Of this, $2.3 billion constituted payments made or to be made directly to us pursuant to agreements (e.g., the one with Deutsche Bank AG and one with another seller of mortgage loans) and approximately $557 million consisted of amounts paid according to the priority of payments in the transaction documents.

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•	AGM's lawsuit against Flagstar Bank went to trial in 2012, and in February 2013, the court granted judgment in our favor for our claims for breach of contract in the amount of approximately $90 million plus contractual interest and attorneys' fees and costs to be determined.

•	We continued to mitigate our losses in the RMBS and other sectors by purchasing securities that we have insured. We purchased $396 million of bonds we had insured, at an average cost of 63% of par, which created approximately $250 million of economic value.

•	We mutually agreed with beneficiaries to terminate policies totaling $4.1 billion of net par outstanding, while collecting 96% of expected premiums. We targeted investment grade securities for which claims are not expected but which carry a disproportionate rating agency capital charge.

•	We created underlying value by lowering our insured leverage (which is the ratio of statutory-basis net par outstanding to qualified statutory capital) by 12% year over year.

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At the time the performance goals were established, there was substantial uncertainty over the financial strength ratings of AGM, AGC and their respective insurance subsidiaries. Such ratings were on CreditWatch negative by Standard & Poor's Ratings Services (S&P) and the outlook on such ratings was negative by Moody's Investors Service, Inc. (Moody's). S&P in fact downgraded the financial strength ratings of AGM and AGC to AA- from AA+ in November 2011.

•	The volume of new issuance in the municipal market had declined steeply in 2011 as compared to 2010.

•	We anticipated issuing between 11,605,500 and 13,636,500 Common Shares in 2012 in connection with forward purchase contracts that were part of the equity units we issued in June 2009.

•	Our earnings were expected to decline due to the rapid amortization of our structured finance par outstanding and the relatively low volume of new business being underwritten.

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(1)	Amounts have not been adjusted to reflect our Company's adoption, effective January 1, 2012, of new accounting guidance on acquisition costs.

(2)	Amounts exclude income and expenses from ceding commissions, deferred costs and certain other charges.

(1)	Amounts exclude income and expenses from ceding commissions, deferred costs and certain other charges.

•	We produced strong operating income and record growth in operating shareholders' equity per share. This result was achieved despite the losses we paid on our Greek sovereign exposure.

•	Per share amounts were affected by our issuance of 13.4 million Common Shares to settle forward purchase contracts that constituted a portion of our 2009 equity units. The impact of such issuance was partially offset by the our repurchase of 2.1 million Common Shares.

•	Operating expenses were better than the 2012 goal by approximately $14 million and slightly better than 2011 actual expenses.

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PVP was below target primarily due to the low interest rate environment, tight credit spreads and the ratings uncertainty caused by the March 2012 decision of Moody's to place our financial strength ratings, including those of AGM, AGC and AG Re, on watch for possible downgrade. Moody's did not complete its review until January 2013, when it lowered the financial strength ratings of AGM and AGC from Aa3 to A2 and A3, respectively, and that of AG Re from A1 to Baa1. In addition, global economic uncertainty persists and recovery in the structured and infrastructure finance markets has been delayed.

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•	The aggregate equity award covers a period of two years in order to motivate Mr. Frederico to remain with our Company. Accordingly, Mr. Frederico did not receive an equity award in February 2013 and the Compensation Committee does not intend to consider him for another equity award until February 2014

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The two-year incentive was comprised of performance-based and time-based equity, contemplating an aggregate target value of $5 million: 50% in the form of PSUs, 25% in the form of performance stock options and 25% in the form of RSUs. The performance-based equity does not vest at all unless a minimum share price is achieved and the remaining portion of the equity does not vest until the end of three years

•	If Mr. Frederico, who is 60 years old, were to retire before February 9, 2015, the third anniversary of the grant date, all of the PSUs, the performance stock options and the RSUs would be forfeited; previously, under the terms of Mr. Frederico's employment agreement, equity awards would have continued to vest after retirement

•	The cash payable with respect to the PRP awards are contingent on future financial performance over two, three and four-year performance periods

(1)	In February 2013, the Compensation Committee increased Mr. Frederico's base salary for 2013 to $950,000.

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(1)	Summary Compensation Table Reported Value includes all elements of compensation as reported in the Summary Compensation Table pursuant to SEC rules, including the grant date value of equity awards granted in February 2012 (which constituted a two-year grant for 2011 and 2012), in February 2011 for 2010 performance and in February 2010 for 2009 performance.

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(2)	Actual Realized Value represents compensation actually received by our CEO during the year, as reported on his Form W-2 for each of the years shown. Includes restricted stock vesting during the respective calendar years and would include the net spread on option exercises. Our CEO has not exercised any options he has received from our Company.

(1)	Summary Compensation Table Reported Value represents the grant date value of restricted stock awards and restricted share unit awards granted in February 2012 (which constituted a two-year grant for 2011 and 2012), in February 2011 for 2010 performance and in February 2010 for 2009 performance.

(2)	Represents compensation actually received by our CEO during the applicable year, as reported on his Form W-2 for each of the years shown. Consists of the market value at vesting of previously granted shares that vested during the applicable year. Excludes the value of new/unvested restricted stock and restricted share unit awards that will not actually be received until a later date.

(1)	Summary Compensation Table Reported Value represents the grant date value of stock option awards granted in February 2012 (which constituted a two-year grant for 2011 and 2012), in February 2011 for 2010 performance and in February 2010 for 2009 performance.

(2)	Represents compensation actually received by our CEO during the applicable year, as reported on his Form W-2 for each of the years shown. Excludes the value of new/unvested/unexercised stock options.

•	The performance of our Company

•	Achievement of identified objectives in the executive officer's areas of responsibility that are intended to achieve our Company's goals

•	Quick and effective responses to unanticipated opportunities or challenges

•	Cooperation as a team to achieve our Company's goals

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•	Demonstration of ethical behavior in compliance with current legal and regulatory standards

•	Articulated a clear strategy and led effective implementation of business plan to grow direct business and maintain reinsurance business.

◦

Underwrote new business. Mr. Frederico was credited with continuing to write new business in an unfavorable business environment, achieving $210.0 million of PVP in 2012. Despite ratings uncertainty and unprecedented low interest rates and tight credit spreads, we insured 1,770 new issuances and secondary market positions in the U.S. public finance market, representing $14.5 billion in par sold. For issuances with single-A underlying credit quality, which is our principal target market, we guaranteed 30% of the number of transactions sold and 12% of the related par. In the structured finance sector, we guaranteed $620 million of par, which contributed $43 million of PVP.

◦	Executed reassumption transactions. Under Mr. Frederico's leadership, we canceled ceded reinsurance with Radian and Tokio for total economic benefit of $191 million.

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Developed plan to increase insurance penetration.  Mr. Frederico oversaw our purchase of Municipal and Infrastructure Assurance Corporation, which we have renamed Municipal Assurance Corp. (MAC), from Radian and our development of a plan to launch MAC as a new financial guaranty insurer that provides insurance only on debt obligations in the U.S. public finance markets, in order to increase our insurance penetration in such market.

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Actively managed potential loss transactions, including aggressive pursuit of RMBS R&W collections and servicing transfers.  Mr. Frederico led our Company in developing effective risk remediation strategies to lower losses, including recovery litigation and settlements, pursuing additional mortgage repurchases, completing servicing transfers, terminating exposures on structured finance risks, and purchasing insured securities. We have also been active in mitigating losses on public finance exposures, including in respect of Harrisburg, Pennsylvania and Jefferson County, Alabama.

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Executed settlement agreements. Mr. Frederico was responsible for our Company entering into settlement agreements, including an agreement with Deutsche Bank AG that provided for a cash payment of $166 million upon signing and for loss sharing arrangements covering future losses related to RMBS transactions that we have insured, as to which Deutsche Bank has placed approximately $278 million of eligible assets in trust in order to collateralize the loss sharing obligations, as well as one other agreement.

◦	Brought litigation proceedings. Under Mr. Frederico's leadership, we brought cases against affiliates of Deutsche Bank AG, JPMorgan Chase & Co., UBS and Credit Suisse Securities (USA) LLC to enforce our rights from the breach of R&W. We also filed a complaint against OneWest Bank, FSB, for failure to properly service mortgage loans.

◦

Completed Flagstar Trial. Mr. Frederico had oversight over our lawsuit against Flagstar Bank, FSB, which went to trial in 2012. In February 2013, the judge in the U.S. District Court for the Southern District of New York granted judgment in our favor on our claims for breach of contract in the amount of approximately $90 million plus contractual interest and attorneys' fees and costs to be determined.

◦	Transferred servicing on transactions. As a result of the efforts of Mr. Frederico and our management, at February 28, 2013, the servicing of approximately $3 billion of mortgage loans had been transferred to a new servicer and another $1.7 billion of mortgage loans were subject to special servicing arrangements.

•	Maintained strong financial strength ratings.  Although Moody's downgraded the financial strength ratings of AGM, AGC, AG Re and their respective insurance subsidiaries in January 2013, the Compensation Committee recognized that Mr. Frederico took appropriate steps to address the ratings

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Ensure that we have comprehensive, best-practice risk management with respect to all our activities, particularly the credit quality of risks insured and enterprise management. Under Mr. Frederico's leadership, despite the obstacles we faced in writing new business, we continue to maintain our underwriting discipline. The average rating of our net portfolio remains strong at A+, and new business written in the public finance, infrastructure and structured finance sectors is high quality. In addition, in 2012, we faced no anticipated risk issues or any significant compliance issues. We have been accepted by the U.K. Financial Services Authority into a pre-application process for the European Union's Solvency II Directive and have begun the process to apply for approval of a methodology to calculate our solvency capital requirement.

•	Attract and retain top quality senior management. Under Mr. Frederico's leadership, there has been limited management turnover and we have hired additional staff in order to pursue opportunities in the U.S. public finance market.

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Mr. Michener was responsible for managing a number of litigation matters, both in respect of our RMBS claims and our exposures to Harrisburg, Pennsylvania, Jefferson County, Alabama and Stockton, California. In particular, Mr. Michener managed AGM's lawsuit against Flagstar Bank, in which the court granted judgment in favor of AGM on its claims for breach of contract in the amount of approximately $90 million plus contractual interest and attorneys' fees and costs to be determined.

•	Mr. Michener oversaw the documentation for our Company's agreement with Deutsche Bank AG.

•	Mr. Michener was instrumental in developing a plan to launch MAC as a new financial guaranty insurer that provides insurance only on debt obligations in the U.S. public finance markets.

•	Mr. Michener obtained the approval of the New York Department of Financial Services for AGM and its subsidiary, Assured Guaranty Municipal Insurance Company, to release approximately $700 million of contingency reserves, based on the expiration of exposure, which increases the financial flexibility of AG Re and the liquidity of AGL.

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Mr. Mills has oversight responsibility for our RMBS servicing efforts, in which we seek to mitigate RMBS losses by influencing mortgage servicing, including, if possible, causing the transfer of servicing or establishing special servicing arrangements. As a result of our Company’s efforts, at February 28, 2013, the servicing of approximately $3.0 billion of mortgage loans had been transferred to a new servicer and another $1.7 billion of mortgage loans were subject to special servicing arrangements.

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•	Mr. Mills managed our purchase of attractively priced below investment grade obligations that we insure in order to mitigate losses as well as improve our excess capital position and increase future investment income. In 2012, we purchased $396 million of bonds, bringing total securities purchased for loss mitigation purposes held in our investment accounts to $1,844 million of par.

•	Mr. Mills played a principal role in our negotiation and execution of two settlement agreements during the year relating to our claims for breaches of R&W in RMBS transactions that we had insured, one with Deutsche Bank AG and one with another seller of mortgage loans.

•	Mr. Mills is overseeing the development of a business to provide third-party consulting services in respect of RBMS servicing.

•	Mr. Bailenson was instrumental in developing a plan to launch MAC as a new financial guaranty insurer that provides insurance only on debt obligations in the U.S. public finance markets.

•	Mr. Bailenson led the negotiation of our Company's $435 million excess of loss reinsurance facility, entered into in 2012, which provided us with additional rating agency capital credit.

•	Mr. Bailenson oversaw the filing of our financial statements in a timely manner and the resolution of all comment letters from SEC staff.

•	Mr. Brewer played a critical role in our discussions with the rating agencies over our financial strength ratings.

•	Mr. Brewer chaired our U.S. Risk Management Committee and led the surveillance of our insured portfolio.

•	Mr. Brewer was responsible for providing all credit performance data for our reserve committees.

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(1)	In February 2013, the Compensation Committee increased Mr. Michener's base salary for 2013 to $475,000, Mr. Bailenson's base salary for 2013 to $450,000 and Mr. Brewer's base salary for 2013 to $370,000. The base salary for Mr. Mills did not change.

(2)	Amounts reflect the Compensation Committee's target value of performance-based equity and the time-based equity granted. See pages 41 to 42 above for additional detail.

•	The principal amount granted is divided into three installments

•	For the relevant installment, the portion of principal associated with such installment and the performance period relating to such installment, are set out in the terms of the award

•	The change in the ABV per share for the relevant performance period is determined

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•	The operating ROE for the relevant performance period is determined

•	The sum of 50% of the change in the ABV per share and of 50% of the operating ROE is calculated

•	The award payment for each installment is the product of (i) the sum of 1 plus 50% of the percentage change in the ABV per share plus 50% of the operating ROE multiplied by (ii) the portion of principal associated with the installment multiplied by (iii) the principal amount granted

(1)	Mr. Brewer has vested in only 25% of his 2010 and 2011 grants. Mr Brewer did not receive a 2009 grant.

•	Establishing executive compensation policies

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•	Determining the compensation of our CEO

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

•	its independence

•	that Cook undertook no work with or for our management during the past year that was not approved in writing by the Chairman of the Board of Directors

•	that Cook will undertake no work with or for our management, other than work they perform for us on matters under our purview and control and related to our charter

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•

If an executive officer engages in misconduct related to a restatement of our financial results, then the Compensation Committee may rescind the officer's option exercises that occurred within 12 months after the restated period, and also recoup the amount of cash bonus payments to the officer in excess of the amount that would have been paid if the correct financial results had been known to the Compensation Committee at the time of the original bonus award.

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If an executive officer receives incentive compensation based on achievement of a level of objectively quantifiable performance goals, and the level of achievement of those goals is later determined to have been overstated, the Compensation Committee may recoup the amount of any payment in excess of the amount that would have been paid if the correct level of performance had been known. The PRP is an example of an arrangement that requires achievement of objectively quantifiable performance goals.

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Following the executive officer'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 a lump-sum payment in an amount equal to one year's salary plus his average bonus amount over the preceding 3-year period, plus a pro-rata bonus 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 with non-competition, non-solicitation, and confidentiality restrictions during his employment and for a period of one year following termination of employment.

•	All long-term incentive awards granted after April 2011 require employment termination (double-trigger) following a change in control before these awards will vest

•	Such awards will vest upon a change in control if the acquirer does not assume the awards

•	We no longer provide excise tax reimbursements and gross-up payments in the case of a change in control

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(1)	Payment for bonuses for 2012, 2011 and 2010 were made in 2013, 2012 and 2011, respectively.

(2)	This column represents the grant date value of restricted stock awards and restricted share unit awards granted in 2012, 2011 and 2010 for 2011, 2010 and 2009 performance, respectively. For our CEO, the awards granted in 2012 constituted a two-year grant and he did not receive any award in 2013.

(3)	No options were granted in 2011. This column represents the grant date value of stock option awards granted in 2012 and 2010 for 2011 and 2009 performance, respectively. For our CEO, the awards granted in 2012 constituted a two-year grant and he did not receive any award in 2013.

(4)	This column represents the vesting date value of PRP awards granted in 2007, 2008, 2009, 2010 and 2011 that vested on December 31, 2012, December 31, 2011 and December 31, 2010 and were paid in March 2013, 2012 and 2011, respectively.

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(5)	All other compensation consists of the benefits set forth in the table below.

•	The Bermuda housing tax gross-up and FICA paid by employer identified for 2011 are only through April 2011, at which time affected executive officers waived their rights to such gross-ups.

•	In connection with the termination of the executive officers' employment agreements, the executive officers waived their U.S. club fees and the executive health benefit.

(6)	As further discussed in "Compensation Discussion and Analysis", equity awards granted to our CEO in 2012 constituted a two-year grant and he did not receive any equity awards in 2013.

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•	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.

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