Exhibit 10.1


Restricted Stock
Unit Agreement for

Outside Directors under

Assured Guaranty Ltd. 2004 Long-Term Incentive Plan


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”):


WITNESSETH THAT:


WHEREAS, the Company
maintains the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the “Plan”),
and the Director has been selected by the committee administering the Plan (the
“Committee”) to receive a Restricted Stock Unit Award under the Plan; and


NOW, THEREFORE, IT IS
AGREED, by and between the Company and the Director, as follows:


1.  Terms of Award.  The following words and phrases used in this
Agreement shall have the meanings set forth in this paragraph 1:


(a)           The “Director” is                                    .


(b)           The “Grant Date” is                                .


Other words and phrases
used in this Agreement are defined pursuant to paragraph 14 or elsewhere in
this Agreement.


2.  Restricted Stock Unit Award.  This Agreement specifies the terms of the “Restricted
Stock Unit Award” granted to the Director. 
Subject to the terms of this Agreement and the Plan, the Director is
hereby granted the right to receive           
shares (“Restricted Stock Units”) at the “Delivery Date,” which shall be the               
anniversary of the date the Director ceases to be a director of Assured
Guaranty Ltd.  Notwithstanding the
foregoing, if the Director ceases to be a director of the Company by reason of
his death or Disability (as defined in paragraph 3), and the Restricted Period
with respect to the Restricted Stock Units has ended under the terms of
paragraph 3, then the Delivery Date for the shares shall be the date
immediately following the date on which the Director ceases to be a director,
or as soon as practicable thereafter.


3.  Restricted Period.  Subject to the limitations of this Agreement,
the “Restricted Period” for the Restricted Stock Units shall begin on the Grant
Date and end on the day immediately prior to the next annual shareholders
meeting during which elections for directors are held following the Grant Date.


The Restricted Period
shall end prior to the date specified above to the extent set forth below:


(a)           The
Restricted Period shall end on the date the Director ceases to be a director of
the Company (and is not otherwise employed by the Company or its Subsidiaries),
if the Director ceases to be a director of the Company by reason of his
Disability or death. The Director shall be


 













 


considered to have a “Disability”
if the Nominating and Governance Committee of the Board of Directors determines
that he is unable to serve as a Director as a result of a medically
determinable physical or mental impairment.


(b)           The Restricted Period shall end upon
a Change in Control (as defined in the Plan), provided that such Change in
Control occurs on or before the date the Director ceases to be a director of
the Company.


4.  Transfer and Forfeiture of Shares.  If the Restricted Period with respect to the
Restricted Stock Units ends on or before the date the Director ceases to be a
director of the Company, then at the end of such Restricted Period, the
Restricted Stock Units shall be fully vested, and shall be transferred to the
Director free of all restrictions on the Delivery Date.  If the Restricted Period with respect to the
Restricted Stock Units does not end on or before the date the Director ceases
to be a director of the Company, then as of the date the Director ceases to be
a director of the Company, the Director shall forfeit all Restricted Stock
Units.


5.  Transferability.  Restricted Stock Units may not be sold,
assigned, transferred, pledged or otherwise encumbered prior to the Delivery
Date.  However, if the Director is
indebted to the Company or a Subsidiary at the time otherwise scheduled for
distribution of the Director’s stock under this Agreement then, at that time,
the shares otherwise deliverable shall be reduced by the number of shares then
having a value equal to the amount of such indebtedness.


6.  Dividends.  The Director will be credited with additional
Restricted Stock Units to reflect dividends payable with respect to shares
during the period between the Grant Date and the Delivery Date, with the
increase in the number of Restricted Stock Units equal to the number of shares
which could be purchased with the dividends (assuming each Restricted Stock
Unit was a share), based on the value of such share at the time such dividends
are paid.  The Restricted Stock Units
credited on account of the preceding sentence (other than extraordinary
dividends, as determined by the Committee) shall be fully vested at the time of
crediting to the Director, and distribution shall be made with respect to such
Restricted Stock Units on the Delivery Date. 
Extraordinary dividends shall be vested in accordance with the same
schedule as the Restricted Stock Units to which such extraordinary dividends
are attributable.  No dividends shall be
credited to or for the benefit of the Director for Restricted Stock Units with
respect to record dates occurring prior to the Grant Date, or with respect to
record dates occurring on or after the date, if any, on which the Director has
forfeited those Restricted Stock Units.


7.  Director’s Rights to Shares.  Prior to the Delivery Date, (a) the Director
shall not be treated as owner of the shares, shall not have any rights as a
shareholder as to those shares, and shall have only a contractual right to
receive them, unsecured by any assets of the Company or its subsidiaries; (b)
the Director shall be not permitted to vote the Restricted Stock Units; and (c)
the Director’s right to receive such shares will be subject to the adjustment
provisions relating to mergers, reorganizations, and similar events set forth
in the Plan.


8.  Heirs and Successors.  This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns, and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company’s assets and business.  If any benefits deliverable to the Director
under this Agreement have not


 



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been delivered at the
time of the Director’s death, such benefits shall be delivered to the
Designated Beneficiary, in accordance with the provisions of this Agreement and
the Plan.  The “Designated Beneficiary”
shall be the beneficiary or beneficiaries designated by the Director in a
writing filed with the Committee in such form and at such time as the Committee
shall require.  If a deceased Director
fails to designate a beneficiary, or if the Designated Beneficiary does not
survive the Director, any rights that would have been exercisable by the
Director and any benefits distributable to the Director shall be distributed to
the legal representative of the estate of the Director.  If a deceased Director designates a
beneficiary and the Designated Beneficiary survives the Director but dies
before the complete distribution of benefits to the Designated Beneficiary under
this Agreement, then any benefits distributable to the Designated Beneficiary
shall be distributed to the legal representative of the estate of the
Designated Beneficiary.


9.  Administration.  The authority to manage and control the
operation and administration of this Agreement shall be vested in the
Committee, and the Committee shall have all powers with respect to this
Agreement as it has with respect to the Plan. 
Any interpretation of this Agreement by the Committee and any decision
made by it with respect to this Agreement is final and binding on all persons.


10.  Plan Governs.  Notwithstanding anything in this Agreement to
the contrary, this Agreement shall be subject to the terms of the Plan, a copy
of which may be obtained by the Director from the office of the Secretary of
the Company; and this Agreement is subject to all interpretations, amendments,
rules and regulations promulgated by the Committee from time to time pursuant
to the Plan.


11.  Notices.  Any written notices provided for in this
Agreement or the Plan shall be in writing and shall be deemed sufficiently
given if either hand delivered or if sent by fax or overnight courier, or by
postage paid first class mail.  Notices
sent by mail shall be deemed received three business days after mailing but in
no event later than the date of actual receipt. 
Notices shall be directed, if to the Director, at the Director’s address
indicated by the Company’s records, or if to the Company, at the Company’s
principal executive office.


12.  Fractional Shares.  In lieu of issuing a fraction of a share,
resulting from an adjustment of the Restricted Stock Unit Award pursuant to the
Plan or otherwise, the Company will be entitled to pay to the Director an
amount equal to the fair market value of such fractional share.


13.  Amendment.  This Agreement may be amended in accordance
with the provisions of the Plan, and may otherwise be amended by written
agreement of the Director and the Company without the consent of any other
person.  However, no such amendment shall
result in an acceleration or other distribution that would not satisfy the
requirements of Code section 409A.


14.  Plan Definitions.  For purposes of this Agreement, words and
phrases shall be defined as follows:


(a)                                  Cessation
as a Director.  References in this
Agreement to a Director ceasing to be a director shall mean the director
ceasing to serve on the board of directors of the Company and all the Related
Companies, subject to the following:


 



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(i)  The director relationship
will be deemed to have ended at the time the Director and the Company
reasonably anticipate that the level of bona fide services the Director would
perform after such date as a member of the boards of directors of the Company
and the Related Companies would permanently decrease to no more than 20% of the
average level of bona fide director services performed over the immediately
preceding 36 month period (or the full period of service as a member of the
boards of directors of the Company and the Related Companies if the Director
has performed services for the Company and the Related Companies as a director
for less than 36 months).


(ii)  The director relationship
will be treated as continuing intact while the Director is on a bona fide leave
of absence (determined in accordance with Treas. Reg. §409A-1(h)).


(b)                                 Related
Company.  The term “Related Company”
means all persons with whom the Company is considered to be a single employer
under section 414(b) of the Code and all persons with whom the Company would be
considered a single employer under section 414(c) of the Code.


Except where the context
clearly implies or indicates the contrary, a word, term, or phrase used in the
Plan is similarly used in this Agreement.


IN WITNESS WHEREOF, the
Director has executed the Agreement, and the Company has caused these presents to
be executed in its name and on its behalf, all as of the Grant Date.


Assured Guaranty Ltd.


	
  By:

  	
  /s/ James M. Michener

  	
   

  
	
  Its:

  	
  General Counsel

  	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  Director:

  	
  Donald H. Layton

  	
   

  
					



 


 



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