Exhibit 10.55


 


 


 


ASSURED GUARANTY LTD.

PERFORMANCE RETENTION PLAN


(As
Amended and Restated February 8, 2007)
















ASSURED GUARANTY LTD.

PERFORMANCE RETENTION PLAN


SECTION
1

GENERAL


1.1.  Purpose.  Effective February 2, 2006, Assured Guaranty
Ltd. (the “Company”) established the Assured Guaranty Ltd. Performance
Retention Plan (the “Plan”) as a means of attracting and retaining the services
of experienced and knowledgeable officers and employees and as a means of
aligning their interests with the interests of the Company and its
shareholders.  The Plan permits the
Company to award performance retention bonuses to eligible officers and
employees, subject to the terms and conditions of this Plan.  The Plan is now amended, restated, and
continued effective February 8, 2007, the “Effective Date” of the Plan as set
forth herein.


1.2.  Participation.  Subject to the terms and conditions of the
Plan, the Committee shall determine and designate from time to time, from among
the executive and management employees of the Company and the Related
Companies, those persons who shall be granted an award under the Plan, who will
thereby become “Participants” in the Plan.


1.3.  Operation,
Administration, and Definitions. 
The operation and administration of the Plan shall be subject to the
provisions of Section 3 (relating to operation and administration).  Capitalized terms in the Plan shall be
defined as set forth in the Plan (including the definition provisions of
Section 7).


SECTION
2

PERFORMANCE RETENTION BONUS AMOUNT


2.1.  The Performance
Retention Bonus.  Subject to the
terms and conditions set forth below, the Committee may, in its discretion,
award a “Performance Retention Bonus” to a Participant.  The Performance Retention Bonus shall equal
the product of (a) a principal amount designated by the Committee, multiplied
by (b) a fraction, the numerator of which is the Company’s Modified Adjusted
Book Value as of the last day of the applicable Performance Period and the
denominator of which is the Company’s Modified Adjusted Book Value as of the
first day of the applicable Performance Period; provided, however, that the
fraction in clause (b) shall in no event be less than one.   If the Company’s Modified Adjusted Book
Value is no greater on the last day of the applicable Performance Period than
it was on the first day of the applicable Performance Period, then the
Participant’s Performance Retention Bonus shall consist only of the
originally-designated principal amount described in clause (a) of the
immediately preceding sentence. The date on which the Committee awards the
Performance Retention Bonus to a Participant is the “Bonus Award Date” with
respect to such Performance Retention Bonus.


2.2.  Performance Retention
Bonus Payment Date.  Except as
otherwise provided in this Section 2 or as otherwise provided by the Committee
on the Bonus Award Date, a 













 


Participant’s Performance
Retention Bonus shall be payable on the first to occur of the following events
(the “Performance Retention Bonus Payment Date”): (a) the fourth anniversary of
the Bonus Award Date, provided that the Participant is still employed by the
Company or a Related Company on such date or the Participant’s Date of
Termination resulting from his or her Retirement occurred on or prior to such
date; or (b) the Participant’s Date of Termination resulting from the
Participant’s death or Disability.  The
Performance Retention Bonus shall be paid to the Participant in a lump sum on
or as soon as practicable after the Performance Retention Bonus Payment Date,
but in any event no later than the last day of the Year in which the
Performance Retention Bonus Payment Date occurs (or if later, the 15th day of
the third month following the Performance Retention Bonus Payment Date).


2.3.  Forfeiture of
Performance Retention Bonus.  Notwithstanding
any other provision of this Plan, if the Participant’s Date of Termination
occurs prior to the fourth anniversary of the Bonus Award Date as designated in
clause (a) of subsection 2.2 (or such other date designated as the Performance
Retention Bonus Payment Date by the Committee on the Bonus Award Date in
accordance with section 2.2) for any reason other than Retirement, as described
in clause (a) of subsection 2.2, or death or Disability, as described in
clause  (b) of subsection 2.2, the
Participant shall forfeit any and all rights to the Performance Retention
Bonus.


2.4.  Performance Period.  Except as otherwise provided by the
Committee on the Bonus Award Date, the Performance Period for a Performance
Retention Bonus is the four-year period beginning on January 1 of the Year in
which the Bonus Award Date occurs and ending on December 31 of the fourth
following Plan Year (for example, the Performance Period for a Performance
Retention Bonus with a Bonus Award Date of February 8, 2007, is the period
beginning January 1, 2007 and ending December 31, 2010).  Notwithstanding the foregoing, if a Participant’s
Performance Retention Bonus Payment Date occurs as a result of the Participant’s
death, Disability, or Retirement, as described in subsection 2.2, then the
Performance Period shall end on the last day of the calendar quarter coincident
with or immediately preceding the Participant’s Date of Termination resulting
from such death, Disability or Retirement (and as provided in clause (a) of
subsection 2.2, the Performance Retention Bonus Payment Date with respect to
Retirement shall be the fourth anniversary of the Bonus Award Date (or such
other date provided by the Committee on the Bonus Award Date), but as provided
in clause (b) of subsection 2.2, the Performance Retention Bonus Payment Date
with respect to death or Disability shall be the Date of Termination resulting
from such death or Disability).


SECTION 3

OPERATION AND ADMINISTRATION


3.1.  Effective Date.  The “Effective Date” of the Plan is February
8, 2007, as set forth in Section 1.1.


3.2.  Benefits May Not Be
Assigned.  The interests of a Participant
under the Plan are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors of the Participant or the



 2
 









 


Participant’s
beneficiary.  The Participant’s rights
under the Plan are not transferable other than as designated by the Participant
by will or by the laws of descent and distribution.


3.3.  Plan Not Contract of
Employment.  The Plan does not
constitute a contract of employment, and participation in the Plan will not
give any employee the right to be retained in the employ of any Employer nor
any right or claim to any benefit under the Plan, unless such right or claim
has specifically accrued under the terms of the Plan.


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


3.5.  Distributions to
Disabled Persons.  Notwithstanding
the provisions of subsection 2.2 or subsection 3.4, if, in the opinion of the
Committee, a Participant or beneficiary is under a legal disability or is in
any way incapacitated so as to be unable to manage his financial affairs, the
Board may direct that payment be made to a relative or friend of such person
for his benefit until claim is made by a conservator or other person legally
charged with the care of his person or his estate, and such payment shall be in
lieu of any such payment to such Participant or beneficiary.  Thereafter, any benefits under the Plan to
which such Participant or beneficiary is entitled shall be paid to such conservator
or other person legally charged with the care of his person or his estate.


3.6.  Applicable Laws.  The Plan shall be construed and administered
in accordance with the laws of Bermuda.


3.7.  Gender and Number.  Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.


3.8.  Evidence.  Evidence required of anyone under the Plan
may be by certificate, affidavit, document or other information which the
person acting on it considers pertinent and reliable, and signed, made or
presented by the proper party or parties.



 3
 









 


3.9.  Taxes.  All payments under the Plan are subject to
all applicable taxes, which are the responsibility of the Participant, and the
Company is authorized to withhold any taxes as may be required by applicable
law.


3.10.  No Additional
Benefit.  Neither the award of a
Performance Retention Bonus nor the payment made in settlement of a Performance
Retention Bonus shall be taken into account as compensation or otherwise for
purposes of determining a Participant’s right to a benefit or the amount of any
benefit under any other plan maintained by the Company or any Related Company.


SECTION
4

SOURCE OF BENEFIT PAYMENTS


4.1.  Liability for Benefit
Payments.  Subject to the provisions
of this Section 4, an Employer shall be liable for payment of benefits under
the Plan with respect to any Participant to the extent that such benefits are
attributable to services rendered by the Participant to that Employer.  Any disputes relating to liability of
Employers for benefit payments shall be resolved by the Board.


4.2.  No Guarantee.  Neither a Participant nor any other person
shall, by reason of the Plan, acquire any right in or title to any assets,
funds or property of the Employers whatsoever, including, without limitation,
any specific funds, assets, or other property which the Employers, in their
sole discretion, may set aside in anticipation of a liability under the
Plan.  A Participant shall have only a
contractual right to the amounts, if any, payable under the Plan, unsecured by
any assets of the Employers.  Nothing
contained in the Plan shall constitute a guarantee by any of the Employers that
the assets of the Employers shall be sufficient to pay any benefits to any
person.


SECTION
5

COMMITTEE


5.1.  Administration.  The authority to control and manage the
operation and administration of the Plan shall be vested in the Compensation
Committee of the Board (“the Committee”) in accordance with this Section 5.


5.2.  Powers
of Committee.  The Committee’s
administration of the Plan shall be subject to the following:


(a)                                  Subject to the provisions of the Plan, the
Committee will have the authority and discretion to select from among the
executive and management employees of the Company and any Related Company those
persons who shall be eligible to participate in the Plan.


(b)                                 The Committee will have the authority and
discretion to interpret the Plan, to establish, amend, and rescind any rules
and regulations relating to the Plan, and to make all other determinations that
may be necessary or advisable for the administration of the Plan.



 4
 









 


(c)                                  Any interpretation of the Plan by the
Committee and any decision made by it under the Plan is final and binding on
all persons.


5.3.  Delegation
by Committee.  Except to the
extent prohibited by applicable law, the Committee may allocate all or any
portion of its responsibilities and powers to any one or more of its members
and may delegate all or any part of its responsibilities and powers to any
person or persons selected by it.  Any
such allocation or delegation may be revoked by the Committee  any time.


5.4.  Information
to be Furnished to Committee. 
The Company shall furnish the Committee with such data and information
as it determines may be required for it to discharge its duties.  The records of the Company as to an employee’s
or Participant’s employment, termination of employment, leave of absence,
reemployment and compensation shall be conclusive on all persons unless
determined to be incorrect.  Participants
and other persons entitled to benefits under the Plan must furnish the
Committee such evidence, data or information as the Committee considers
desirable to carry out the terms of the Plan.


SECTION
6

AMENDMENT AND TERMINATION


The
Board may, at any time, amend or terminate the Plan, provided that no amendment
or termination may materially adversely affect the rights of any Participant or
beneficiary under the Plan with respect to Plan Years that have ended prior to
the date on which such amendment or termination is adopted by the Board.
Notwithstanding the foregoing, it is the intent of the Company that the Plan
and the Performance Retention Bonuses granted hereunder comply with the
requirements of section 409A of the Code. 
The Board retains the right to amend the Plan, and the Committee retains
the right to amend any Performance Retention Bonuses awarded under the Plan, to
the extent it deems it necessary or desirable to conform to the requirements of
section 409A of the Code and applicable guidance issued thereunder.


SECTION
7

DEFINED TERMS


In
addition to the other definitions contained herein, the following definitions
shall apply:


(a)                                  Board.  The term “Board” means the
Board of Directors of the Company.


(b)                                 Code.  The term “Code” means the United
States Internal Revenue Code of 1986, as amended.



 5
 









 


(c)                                  Date of Termination.  A
Participant’s “Date of Termination” means the first day on which the
Participant is not employed by the Company or any Related Company, regardless
of the reason for the termination of employment; provided that a termination of
employment shall not be deemed to occur by reason of a transfer of the
Participant between the Company and a Related Company or between two Related
Companies, nor by reason of a Participant’s termination of employment with the
Company or a Related Company if immediately following such termination of
employment the Participant continues to be or becomes a Director; and further
provided that the Participant’s employment shall not be considered terminated while
the Participant is on a leave of absence from the Company or a Related Company
approved by the Participant’s employer. 
If, as a result of a sale or other transaction, the Participant’s
employer ceases to be a Related Company (and the Participant’s employer is or
becomes an entity that is separate from the Company), and the Participant is
not, at the end of the 30-day period following the transaction, employed
by the Company or an entity that is then a Related Company, then the occurrence
of such transaction shall be treated as the Date of Termination.


(d)                                 Director.  The term “Director” means a
member of the Board, who may or may not be an employee of the Company or a
Related Company.


(e)                                  Disability.  The Participant shall be
considered to have a “Disability” during the period in which the Participant is
unable, by reason of a medically determinable physical or mental impairment, to
engage in any substantial gainful activity, which condition, in the opinion of
a physician selected by the Committee, is expected to have a duration of not
less than 180 days.


(f)                                    Employer.  The term “Employer” means the
Company and each of the Related Companies that adopts the Plan.


(g)                                 Modified Adjusted Book Value.  The “Modified
Adjusted Book Value” of the Company as of any date shall be determined by the
Committee in its sole discretion, and shall be based on the book value of the
Company, derived by determining shareholders’ equity, and by then adding the
after-tax value of the financial guaranty and mortgage guaranty net unearned
premium reserves less deferred acquisition costs, plus the present value of
estimated net future installment premiums (as reported in the Company’s
quarterly Financial Supplement), excluding the effects of Accumulated Other
Comprehensive Income (AOCI) and the effects of unrealized gains and losses on
derivative financial instruments (FAS 133). 
In the event of a corporate transaction involving the Company
(including, without limitation, any share dividend, share split, extraordinary
cash dividend, recapitalization, reorganization, merger, amalgamation,
consolidation, split-up, spin-off, sale of assets or subsidiaries, combination
or exchange of shares), the Committee may further adjust the calculation of the
Company’s Modified Adjusted Book Value as the Committee deems necessary or
desirable in order to preserve the benefits or potential benefits of the
Performance Retention Bonuses awarded under the Plan. 



 6
 









 


(h)                                 Plan Year.  The term “Plan Year” means the
calendar year.


(i)                                     Related Companies .  The
term “Related Company” means the Company and any corporation, partnership,
joint venture or other entity during any period in which at least fifty percent
of the voting power of all classes entitled to vote with respect to such entity
is owned, directly or indirectly, by the Company.


(j)                                     Retirement.  “Retirement” of a Participant
shall mean with respect to an employee of the Company or a Related Company the
occurrence of a Participant’s Date of Termination with the consent of the
Participant’s Employer after the Participant has completed five years of
service and attained age 55.  For
purposes of this definition, years of service shall be determined in accordance
with rules which may be established by the Committee, and shall take into
account service with the Company and its Subsidiaries, as well as service with
ACE Limited and its subsidiaries occurring prior to the initial public offering
of stock of the Company.  Notwithstanding
that the Participant’s Date of Termination occurs with the consent of the Participant’s
Employer after the Participant’s completion of five years of service and the
attainment of age 55, the Committee retains the discretion to determine at any
time on or prior to the applicable Performance Retention Bonus Payment Date
that the Participant’s Date of Termination did not result from Retirement
because the Participant has continued or intends to continue to be employed by
or provide services to a business in the financial services industry, and that
the Participant shall forfeit all rights to the Performance Retention Bonus in
accordance with subsection 2.3 of the Plan.


 



 7