Exhibit 10.2


 


Restricted Stock
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 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                                                   .


 


(c)           The
number of “Covered Shares” shall be                     
shares of Stock.


 


Other words and phrases used in this
Agreement are defined pursuant to paragraph 15 or elsewhere in this
Agreement.


 


2.  Restricted Stock Award.  This Agreement specifies the terms of the “Restricted
Stock Award” granted to the Director.


 


3.  Restricted Period.  Subject to the limitations of this
Agreement, the “Restricted Period” for the Covered Shares of the
Restricted Stock Award 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 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
Covered Shares 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 Covered Shares
shall be transferred to the Director free of all restrictions.  If the Restricted Period with respect to the
Covered Shares 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 Covered Shares.


 


5.  Transferability. 
Except as otherwise provided by the Committee, the Restricted Stock
Award may not be sold, assigned, transferred, pledged or otherwise encumbered
during the Restricted Period.


 


6.  Dividends. 
The Director shall be entitled to receive any dividends paid with
respect to the Covered Shares that become payable during the Restricted
Period.  Any dividends shall be payable
to the Director in cash.  The Director
shall not be prevented from receiving dividends and distributions paid on the
Covered Shares of Restricted Stock merely because those shares are subject to
the restrictions imposed by this Agreement and the Plan; provided, however that
no dividends or distributions shall be payable to or for the benefit of the
Director with respect to record dates for such dividends or distributions for
any Covered Shares occurring on or after the date, if any, on which the
Director has forfeited those shares.


 


7.  Voting. 
The Director shall not be prevented from voting the Restricted Stock
Award merely because those shares are subject to the restrictions imposed by
this Agreement and the Plan; provided, however, that the Director shall not be
entitled to vote Covered Shares with respect to record dates for any Covered
Shares occurring on or after the date, if any, on which the Director has
forfeited those shares.


 


8.  Registration of Restricted Stock Award.  Each certificate issued in respect of the
Covered Shares awarded under this Agreement shall be registered in the name of
the Director.


 


9.  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 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.


 


10.  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 


 


2

















 


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.


 


11.  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.


 


12.  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.


 


13.  Fractional Shares.  In lieu of issuing a fraction of a share,
resulting from an adjustment of the Restricted Stock 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.


 


14.  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.


 


15.  Plan
Definitions.  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:

  	
  James Michener

  
	
  Its:

  	
  General Counsel

  



 


 


Director:


 


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