0001104659-05-022978 Sample Contracts

Non-Qualified Stock Option Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Non-Qualified Stock Option Agreement • May 12th, 2005 • Assured Guaranty LTD • Surety insurance

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

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Restricted Stock Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Agreement • May 12th, 2005 • Assured Guaranty LTD • Surety insurance

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

Restricted Stock Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Restricted Stock Agreement • May 12th, 2005 • Assured Guaranty LTD • Surety insurance

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

Non-Qualified Stock Option Agreement under Assured Guaranty Ltd. 2004 Long-Term Incentive Plan
Qualified Stock Option Agreement • May 12th, 2005 • Assured Guaranty LTD • Surety insurance

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

3-YEAR REVOLVING CREDIT FACILITY CREDIT AGREEMENT Among ASSURED GUARANTY LTD., ASSURED GUARANTY CORP., ASSURED GUARANTY (UK) LTD., ASSURED GUARANTY RE INTERNATIONAL LTD., ASSURED GUARANTY RE OVERSEAS LTD. and THE BANKS PARTY HERETO and ABN AMRO BANK...
Credit Agreement • May 12th, 2005 • Assured Guaranty LTD • Surety insurance • London

THIS CREDIT AGREEMENT is dated as of April 15, 2005, 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 INTERNATIONAL 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.

PUT AGREEMENT between ASSURED GUARANTY CORP. and WOODBOURNE CAPITAL TRUST [I][II][III][IV] Dated April 8, 2005
Put Agreement • May 12th, 2005 • Assured Guaranty LTD • Surety insurance

This Put Agreement, dated as of April 8, 2005 (this “Agreement”), is by and between Assured Guaranty Corp., a Maryland domestic stock insurer (the “Company”), and Woodbourne Capital Trust [I][II][III][IV] (the “Custodial Trust”), a Delaware statutory trust.

CUSTODIAL TRUST EXPENSE REIMBURSEMENT AGREEMENT
Custodial Trust Expense Reimbursement Agreement • May 12th, 2005 • Assured Guaranty LTD • Surety insurance • New York

THIS CUSTODIAL TRUST EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of April 8, 2005 is between Assured Guaranty Corp. (“AGC”) and Woodbourne Capital Trust I, a Delaware statutory trust (the “Custodial Trust”).

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