Exhibit 4.8


 


FIRST AMENDMENT TO THE


ASSURED GUARANTY CORP. SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)


 


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


 


WHEREAS, the Company desires to add an
employer stock fund as an Investment Fund (as defined in the Plan);


 


WHEREAS, no Company stock will be held in
such employer stock fund or issued pursuant to the Plan; and


 


NOW, THEREFORE, the Plan is hereby amended
with respect to the Investment Return Funds available on and after May 7,
2009, as follows:


 


1.  By substituting the following for subsection
5.2(a) of the Plan:


 


“A Participant may direct that his or her
Account established pursuant to Section 5.1 may be credited with earnings
and losses as if they were invested in one or more Investment Funds as made
available by the Company in one percent (1%) increments of the balance in an
Account, including the Employer Stock Fund (as defined in Exhibit A)
subject to the rules and regulations set forth in Exhibit A.  The Company may from time to time change the Investment Indexes for purposes of this Plan.”


 


2.  By
adding the following as a new Exhibit A to the Plan:


 


“Exhibit A


 


ASSURED GUARANTY CORP.
SUPPLEMENTAL


EMPLOYEE RETIREMENT PLAN


 


Employer Stock Fund Rules and
Regulations


 


Subject to the following restrictions and
limitations, a Participant may elect the Employer Stock Fund as an Investment
Index alternative for all or a portion of his or her Account.  To the extent that the “Employer Stock Fund”
is chosen as a Participant’s Investment Index for all or a portion of an
Account, the Account will be credited with Units, with each such Unit
representing the right to receive the value in cash of one share of common
stock of Assured Guaranty Ltd. (“Shares”). 
No Shares will be held or issued by reason of the inclusion of the
Employer Stock Fund in this Plan.  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.


 


A-1.  Eligibility.  Participants are eligible to invest all or a
portion of their Accounts in the Employer Stock Fund.


 

















 


A-2.  Allocations
to and from Employer Stock Fund.  A
Participant may elect to have the Investment Index allocated to the Employer
Stock Fund with respect to amounts which are first credited to the Participant’s
Account under the Plan (“Initial Contributions”).  A Participant (i) may elect to have the
Investment Index allocated to the Employer Stock Fund with respect to amounts
that were credited to the Participant’s Account but were not initially
allocated to the Employer Stock Fund, and (ii) may elect to have the
Investment Index with respect to amounts previously allocated to the Employer
Stock Fund allocated to a different Investment Index.  Changes in the Investment Index in accordance
with the preceding sentence are sometimes referred to as “Fund Transfers”.  Any such election under this subsection A-2
will be effective not earlier than the date the election is filed with the
Committee or its delegate.  Initial
Contributions into the Employer Stock Fund and Fund Transfers into or out of
the Employer Stock Fund will be subject to the following restrictions:


 


(a)                                  Elections relating to Initial
Contributions or Fund Transfers that would constitute a purchase or sale of
Shares, if each Unit was a Share, may only be made, changed or cancelled 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”).


 


(b)                                 Elections to allocate Initial
Contributions to the Employer Stock Fund with respect to contributions for any
Plan Year may only be made prior to the beginning of the applicable Plan Year
to the extent required for compliance with SEC Rule 16b-3.


 


A-3.  Dividends.  A Participant’s Account will be credited with
additional Units to reflect dividends payable with respect to Shares during the
period in which the Account is allocated to the Employer Stock Fund, with the
increase in the number of Units equal to the number of Shares which could be
purchased with the dividends assuming each Unit allocated to the Participant’s
Account was a Share (the “Deemed Dividends”), based on the value of such Shares
at the time such dividends are paid. 
Notwithstanding the foregoing, in the discretion of the Committee, a
Participant may elect to have the Deemed Dividends credited to an Investment
Index other than the Employer Stock Fund. 
Any such election shall be effective not earlier than the date the
election is filed with the Committee or its delegate.”


 


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