0001047469-04-015194 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2004 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, made and entered into as of the 28th day of April, 2004 by and between Assured Guaranty Ltd., a Bermuda corporation, Assured Guaranty U.S. Holdings, Inc., a Delaware corporation, Assured Guaranty Corp., a Maryland corporation (collectively referred to as the “Company”), and Dominic J. Frederico (the “Executive”).

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MASTER SEPARATION AGREEMENT
Master Separation Agreement • May 3rd, 2004 • Assured Guaranty LTD • Surety insurance • New York

THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2004, among ACE Limited, a Cayman Islands corporation (“ACE”), ACE Financial Services Inc., a Delaware corporation (“ACE Financial Services”), ACE Bermuda Insurance Ltd., a Bermuda company (“ACE Bermuda”), and Assured Guaranty Ltd., a Bermuda company (the “Company”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2004 • Assured Guaranty LTD • Surety insurance • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2004, is among Assured Guaranty Ltd., a Bermuda corporation (the “Company”), ACE Limited, a Cayman Islands corporation (“ACE”), and ACE Bermuda Insurance Ltd., a Bermuda corporation (“ACE Bermuda”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 3rd, 2004 • Assured Guaranty LTD • Surety insurance • New York

THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is entered into as of the 27th day of April, 2004, between Assured Guaranty Ltd., a Bermuda company (the “Company”), and ACE Limited, a Cayman Islands corporation (“ACE”).

364-DAY REVOLVING CREDIT FACILITY CREDIT AGREEMENT Among ASSURED GUARANTY LTD., ASSURED GUARANTY CORP., ASSURED GUARANTY (UK) LTD. And THE BANKS PARTY HERETO And ABN AMRO BANK N.V., As Administrative Agent Dated as of April 29, 2004 ABN AMRO...
Credit Agreement • May 3rd, 2004 • Assured Guaranty LTD • Surety insurance • London

THIS CREDIT AGREEMENT is dated as of April 29, 2004, 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, 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.

TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • May 3rd, 2004 • Assured Guaranty LTD • Surety insurance • New York

This TAX ALLOCATION AGREEMENT (the “Agreement”), dated April 27, 2004, is made by and among Assured Guaranty Ltd. (the “Buyer”), a Bermuda corporation having its principal office at 30 Woodbourne Avenue, Hamilton, Bermuda, ACE Financial Services Inc. (“AFS”), a Delaware corporation having its principal office at 1325 Avenue of the Americas, New York, New York 10019, ACE Prime Holdings, Inc. (“ACE Prime”), a Delaware corporation having its principal office at 1209 Orange Street, Wilmington, Delaware, 19801, Assured Guaranty US Holdings Inc. (“AG US Holdings”), a Delaware corporation having its principal office at 1325 Avenue of the Americas, New York, New York 10018, Assured Guaranty Corp. (“AGC”), a Maryland corporation having its principal office at 1325 Avenue of the Americas, New York, New York 10019, AGR Financial Products Inc. (“AGR FP”), a Delaware corporation having its principal office at 1325 Avenue of the Americas, New York, New York 10019, and ACE Risk Assurance Company (“AR

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