0001104659-09-048649 Sample Contracts

September 1996 Version
Assured Guaranty LTD • August 10th, 2009 • Surety insurance • New York
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Restricted Stock Agreement for Outside Directors under
Restricted Stock Agreement • August 10th, 2009 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Director and Assured Guaranty Ltd. (the “Company”):

5-YEAR REVOLVING CREDIT FACILITY CREDIT AGREEMENT Among ASSURED GUARANTY LTD., ASSURED GUARANTY CORP., ASSURED GUARANTY (UK) LTD., ASSURED GUARANTY RE LTD., ASSURED GUARANTY RE OVERSEAS LTD. and THE BANKS PARTY HERETO and ABN AMRO BANK N.V., As...
Credit Agreement • August 10th, 2009 • Assured Guaranty LTD • Surety insurance • London

THIS CREDIT AGREEMENT is dated as of November 6, 2006, and is made by and among ASSURED GUARANTY LTD., a company organized under the laws of Bermuda, ASSURED GUARANTY CORP., a Maryland corporation, ASSURED GUARANTY (UK) LTD., a company organized under the laws of England and Wales, ASSURED GUARANTY RE LTD., a company organized under the laws of Bermuda, ASSURED GUARANTY RE OVERSEAS LTD., a company organized under the laws of Bermuda, the BANKS (as hereinafter defined), and ABN AMRO BANK N.V., in its capacity as administrative agent for the Banks under this Agreement and sole bookrunner.

Non-Qualified Stock Option Agreement for Outside Directors under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Non-Qualified Stock Option Agreement • August 10th, 2009 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Director and Assured Guaranty Ltd. (the “Company”):

ANNEX I Supplemental Terms and Conditions
Assured Guaranty LTD • August 10th, 2009 • Surety insurance • New York

This Annex I, dated as of June 30, 2009, supplements and forms a part of the Master Repurchase Agreement dated as of June 30, 2009, (the “Master Repurchase Agreement”), between FSA CAPITAL MANAGEMENT SERVICES LLC (“FSA Capital Management”), FSA CAPITAL MARKETS SERVICES LLC (“FSA Capital Markets”) and FSA ASSET MANAGEMENT LLC (“FSAM”). Capitalized terms used but not defined in this Annex I shall have the meanings ascribed to them in the Master Repurchase Agreement or if not defined therein in the Confirmation dated as of June 30, 2009 (the “Confirmation”) setting forth the terms of a portfolio repurchase agreement Transaction (the “Transaction”) under the Master Repurchase Agreement, or in the Pledge and Administration Agreement (as defined below).

AMENDMENT TO THE FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. 1989 SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 17, 2004)
Assured Guaranty LTD • August 10th, 2009 • Surety insurance

WHEREAS, Financial Security Assurance Holdings Ltd. (the “Company”) maintains the Financial Security Assurance Holdings Ltd. 1989 Supplemental Employee Retirement Plan, as amended and restated effective December 17, 2004 (the “Plan”);

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