Item 5.02 Departure of Directors or Certain Officers

In connection with his appointment as Chief Executive Officer of Freddie Mac (formerly Federal Home Loan Mortgage Corporation), Donald H. Layton has resigned from the Board of Directors of Assured Guaranty Ltd. (AGL), effective May 10, 2012.

Item 5.07 Submission of Matters to a Vote of Security Holders

AGL convened its annual general meeting of shareholders on May 9, 2012 pursuant to notice duly given. The matters voted upon at the meeting and the results of such voting are set forth below:

1. Election of eight directors

01 Election of Francisco L. Borges:

For Withheld Broker Non-Votes

146,173,265 14,522,117 9,251,332

02 Election of Stephen A. Cozen:

For Withheld Broker Non-Votes

157,824,808 2,870,574 9,251,332

03 Election of Patrick W. Kenny:

For Withheld Broker Non-Votes

151,158,806 9,536,576 9,251,332

04 Election of Donald H. Layton:

For Withheld Broker Non-Votes

147,551,216 13,144,166 9,251,332

05 Election of Robin Monro-Davies

For Withheld Broker Non-Votes

152,188,129 8,507,253 9,251,332

06 Election of Michael T. O'Kane

For Withheld Broker Non-Votes

151,159,593 9,535,789 9,251,332

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07 Election of Wilbur L. Ross, Jr.:

For Withheld Broker Non-Votes

125,361,659 35,333,723 9,251,332

08 Election of Walter A. Scott:

For Withheld Broker Non-Votes

158,667,668 2,027,714 9,251,332

2. Advisory Vote on Executive Compensation

For Against Abstain Broker Non-Votes

132,877,804 26,655,319 1,162,259 9,251,332

3. Ratification of PricewaterhouseCoopers LLP as the Company's Independent Auditors for year ending December 31, 2012

For Against Abstain

167,676,433 1,707,783 562,498

4. Subsidiary Proposals

4.1 Authorizing the Company to vote for directors of its subsidiary, Assured Guaranty Re Ltd. ("AG Re"):

01 Election of Howard W. Albert:

For Withheld Broker Non-Votes

160,097,278 598,104 9,251,332

02 Election of Robert A. Bailenson:

For Withheld Broker Non-Votes

160,124,165 571,217 9,251,332

03 Election of Russell B. Brewer II:

For Withheld Broker Non-Votes

160,123,730 571,652 9,251,332

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04 Election of Gary Burnet:

For Withheld Broker Non-Votes

160,126,212 569,170 9,251,332

05 Election of Dominic J. Frederico:

For Withheld Broker Non-Votes

160,126,451 568,931 9,251,332

06 Election of James M. Michener:

For Withheld Broker Non-Votes

159,042,623 1,652,759 9,251,332

07 Election of Robert B. Mills:

For Withheld Broker Non-Votes

160,119,790 575,592 9,251,332

08 Election of Kevin Pearson:

For Withheld Broker Non-Votes

160,125,111 570,271 9,251,332

4.2 Authorizing the Company to vote for the appointment of PricewaterhouseCoopers LLP as AG Re's independent auditors for the year ending December 31, 2012:

For Against Abstain

167,581,073 1,737,723 627,919

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