Exhibit 10.2


 


Restricted Stock Unit
Agreement for

Outside Directors under

Assured Guaranty Ltd. 2004
Long-Term Incentive Plan(1)


 


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                            .(2)  [Alternate
Delivery Date:  (must use when
share guidelines have not been met)
on or about the sixth month anniversary of the date the Director ceases to be a
director of Assured Guaranty Ltd.]


 


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.


 










(1)  This form is not for use with the initial
one-time award valued at $100,000.


 


(2)  This should be a date occurring after the
vesting date.


 





















 


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.(3)


 


5.  Transferability.  Restricted Stock Units may not be sold,
assigned, transferred, pledged or otherwise encumbered prior to the Delivery
Date.


 


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.


 










(3)  The award will not continue to vest if a
person ceases to be a director of the company but continues to be an employee
of the company.


 





















 


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 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.


 





















 


14.  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: