Exhibit 4.6


 


SECOND AMENDMENT TO THE


ASSURED GUARANTY LTD. SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)


 


WHEREAS, Assured Guaranty Ltd. (the “Company”)
maintains the Assured Guaranty Ltd. Supplemental Employee Retirement Plan, as
amended and restated effective January 1, 2009 (the “Plan”);


 


WHEREAS, the Company desires to amend the
provisions relating to the Employer Stock Fund (as defined in the Plan);


 


NOW, THEREFORE, the Plan
is hereby amended with respect to the Employer Stock Fund on and after June 16,
2009 by substituting the following for Exhibit B to the Plan:


 


“Exhibit B


 


ASSURED GUARANTY LTD.
SUPPLEMENTAL


EMPLOYEE RETIREMENT PLAN


 


Employer Stock Fund Rules and
Regulations


 


Subject to the following restrictions and
limitations, Participants may elect the Employer Stock Fund as an Investment
Return Rate alternative for all or a portion of their Accounts.  To the extent that the “Employer Stock Fund”
is chosen as a Participant’s Investment Return Rate for all or a portion of an
Account, the Account will be credited with Units, with each such Unit
representing the right to receive one share of common stock of the Company (“Shares”)
upon a distribution from the Plan pursuant to Exhibit A.  The number of Units credited to such
Participant’s Account will be equal to the number of Shares which could have
been purchased with the value of the Account deemed invested in the Employer
Stock Fund based on the fair market value of a Share at the time of such deemed
purchase.


 


B-1.  Eligibility.  Participants who are selected by the
Committee are eligible to invest all or a portion of their Accounts in the
Employer Stock Fund.


 


B-2.  Allocations
to Employer Stock Fund.  A
Participant may elect to have all or a portion of such Participant’s Account
allocated to the Employer Stock Fund. 
Any such election under this subsection B-2 will be effective not
earlier than the date the election is filed with the Committee or its delegate.  Such election to allocate a portion of such Account
to the Employer Stock Fund shall be irrevocable, and any such portion of the
Participant’s Account allocated to the Employer Stock Fund shall remain
allocated to the Employer Stock Fund until the Participant receives a
distribution from the Plan pursuant to Exhibit A with the number of
Shares to be distributed to such Participant equal to the number of Units held
in such Participant’s Account.  An
election to allocate a portion of a Participant’s Account to the Employer Stock
Fund may only be made at a time when a Participant would be permitted to
purchase or sell actual Shares in accordance with the Policy on Trading in
Securities Related to Assured Guaranty Ltd. or any of its Subsidiaries, as from
time to time in effect, or any replacement policy relating to trading in the
Company’s securities (the “Insider Trading Policy”).  To the extent permitted by the Committee, a
Participant may elect to have amounts which are first credited to the
Participant’s 


 

















 


Account
credited directly to the Employer Stock Fund, provided, however that such
election regarding initial contributions shall be subject to the same
requirements and restrictions described above in this subsection B-2 with
respect to elections to have an existing portion of a Participant’s Account
allocated to the Employer Stock Fund.


 


B-3.  Dividends.  To the extent that any record date for
dividends on Shares occurs during the period in which all or a portion of a
Participant’s Account is allocated to the Employer Stock Fund, the Participant’s
Account will be credited with an amount equal to the dividends that would be
payable with respect to such Units, determined as though each Unit credited to
the Participant’s Account was a Share (the “Deemed Dividends”).  The Deemed Dividends shall be credited to an
Investment Return Rate that is a money market fund or other similar Investment
Return Rate selected by the Committee.”


 


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