COMMON SHARES                                                                                                                              COMMON SHARES
 
                                                                                 [Assured Guaranty LOGO]
SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP G0585R 10 6
 
ORGANIZED UNDER THE LAWS OF BERMUDA
 
 
 
THIS IS TO CERTIFY THAT
 
 
is the registered holder of
 
FULLY PAID AND NON-ASSESSABLE COMMON SHARES, PAR VALUE US $0.01 PER SHARE, OF
 
Assured Guaranty Ltd. transferable on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the Memorandum of Association and Bye-Laws of the Company, copies of which are on file with the Transfer Agent, to all of which the holder by acceptance hereof
assents. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
 
Witness the seal of the Company and the signatures of its duly authorized officers.
 
 
                                         [Signature]                                                                                  [Signature]
                                         President and                                                                             Secretary
                                         Chief Executive Officer
 
 
Dated
 
Countersigned and Registered:
MELLON INVESTOR SERVICES
                                         Transfer Agent
                                           and Registrar
By:
 
                    Authorized Signature
 










 
 


ASSURED GUARANTY LTD.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws
or regulations:


 


     TEN COM - as tenants
in
common                       
UNIF GIFT MIN ACT-_________Custodian____________

     TEN ENT - as tenants by the
entireties                       
(Cust)             
(Minor)

     JT TEN  - as joint tenants with right
of                  
under Uniform Gifts to Minors

              
survivorship and not as
tenants                 
Act_____________

              
in
common                                             
                   (State)


 


Additional abbreviations may also be used
though not in the above list.


 


For value received,
___________________________ hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


 


 












 


 


__________________________________________________________________________________________


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


_____________________________________________________________________________________________


 


_____________________________________________________________________________________________


 


_______________________________________________________________________________________
shares


 


represented by the within certificate, and do
hereby irrevocably constitute and appoint


 


__________________________________________________
Attorney to transfer the said shares on the books of


 


the within named Company with full power of
substitution in the premises.


 


 


Dated________________________


 


 


 


______________________________________________


NOTICE: THE SIGNATURE TO
THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.


 


 


Signature(s) Guaranteed:


 


         
________________________________________________


THE SIGNATURE(S) MUST BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE 17Ad-15.