Exhibit 10.1


Restricted Stock
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 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 [Alternative
1:  (for initial grants)  on the day immediately prior to the third
annual shareholders meeting following the Grant Date during which elections for
directors are held.   Alternative 2:  (for use
after share guidelines have been met) 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 should only be
used for the initial one-time award valued at $100,000 and awards that are made
AFTER the director has satisfied the share ownership guidelines.


 





















 


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.(2)


 


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.


 










(2)  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.


 





















 


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
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: