Exhibit 4.5


 


FIRST 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 add an
employer stock fund as an Investment Return Rate (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 Rates available on and after May 7,
2009, as follows:


 


1.  By substituting the following for subsection
3.3 of the Plan:


 


“3.3.  Investment
Return Rates.  The “Investment Return
Rate(s)” with respect to the Account(s), or portions of the Supplemental
Account(s), of any Participant for any period shall be the Investment Return
Rate(s) elected by the individual in accordance with subsection 3.4 from
among such investment alternatives (if any) for that period which, in the
discretion of the Committee, are offered from time to time under this
subsection 3.3, including the Employer Stock Fund (as defined in Exhibit B)
subject to the rules and regulations set forth in Exhibit B.”


 


2.  By substituting the following for subsection
3.4 of the Plan:


 


“3.4.  Participant
Selection of Investment Return Rate. 
The Investment Return Rate alternatives under the Plan, and a
Participant’s ability to choose among Investment Return Rate alternatives,
shall be determined in accordance with rules established by the Committee
from time to time; provided, however, that the Company may not modify the
Investment Return Rate with respect to periods prior to the adoption of such
modification; and provided further that the Participant’s selection of the
Employer Stock Fund as an Investment Return Rate is subject to the rules and
regulations set forth in Exhibit B.”


 


3.  By adding the following as a new 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, a Participant 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 the value in cash of one share of common stock of the Company (“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.


 


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


 


B-2.  Allocations
to and from Employer Stock Fund.  A
Participant may elect to have the Investment Return Rate 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 Return Rate 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 Return Rate with respect to amounts previously allocated to the
Employer Stock Fund allocated to a different Investment Return Rate.  Changes in the Investment Return Rate in
accordance with the preceding sentence are sometimes referred to as “Fund
Transfers”.  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. 
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.


 


B-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
Return Rate 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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