Exhibit 10.10


EXECUTION COPY 


SYNCORA GUARANTEE SERVICES INC.

EMPLOYEE TRUST


          THIS
TRUST AGREEMENT (the “Agreement”), dated as of September 23, 2008, between
Syncora Guarantee Services Inc., a Delaware corporation, as settlor (together
with any successor thereto, the “Company”), and Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely as
trustee (the “Trustee”).


W I T N E S S E T H  


          WHEREAS,
the Company has adopted the benefit plans and compensation arrangements set
forth in the attached Schedule A (the “Plans”) for the benefit of eligible
employees of the Company and its affiliates;


          WHEREAS,
none of the Plans have been funded to date by the Company;


          WHEREAS,
the Company desires to provide comfort to employees who participate in the
Plans (the “Participants”) regarding the security of the payments they may be
entitled to receive under the terms and conditions of the Plans;


          WHEREAS,
in connection therewith, the Company desires to establish an irrevocable trust
to be known as the Syncora Guarantee Services Inc. Employee Trust (the “Trust”)
and to transfer to the Trust assets to be used principally to pay the benefits
under the Plans (the “Benefits);


          WHEREAS,
the Company intends the Trust to operate as a “secular” trust for Federal
income tax purposes whereby Participants will be subject to taxation on the
funds held in the Trust, other than funds on deposit in the Reserve Account, as
and when their rights to benefits under the Plans are no longer subject to a
substantial risk of forfeiture; and 


          WHEREAS,
the Trustee has agreed to act as trustee of the Trust, and to hold legal title
to the assets of the Trust, in trust for the benefit of the Participants and, to
the extent applicable, the Trustee, for the purpose hereinafter stated and in
accordance with the terms hereof.


          NOW,
THEREFORE, the Company hereby establishes the Trust with the Trustee, and the
Trustee herby agrees to accept appointment as Trustee thereof, subject to the
following terms and conditions:


ARTICLE
I

CREATION OF TRUST AND ESTABLISHMENT OF RESERVE ACCOUNT


Section 1.1
Establishment of Trust and Initial Contribution.


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          (a)
The Company hereby establishes with the Trustee and the Trustee hereby accepts
appointment as trustee of an irrevocable trust. The parties intend that the
Trust shall not be subject to the claims of creditors of the Company in a
bankruptcy or other insolvency proceeding under Federal or state law. The name
of the trust established pursuant to this Agreement is the Syncora Guarantee
Services Inc. Employee Trust. The Trust is not a part of any of the Plans and
the Trust is not intended to provide benefits to any employee or former
employee or participant or beneficiary under any other employee benefit plan or
arrangement of the Company or any of its affiliates. The assets of the Trust
will be held, invested and disposed by the Trustee in accordance with the terms
of this Agreement. The parties intend that the Trust will be an independent
legal entity with title to and power to convey all of its assets as provided
herein. The Company represents that the Trust (i) will not be subject to ERISA
(as defined below) and (ii) will not be required to register as an “investment
company” under the Investment Company Act of 1940. The Company further
represents that (x) the Participants will not be vested under the Plans prior
to the date set forth on Schedule A and (y) under the terms of the Plans, the
Benefits do not include any right to earnings under the Trust.


          (b)
The Trustee hereby acknowledges receipt from the Company of cash in the sum of
twenty-three million four hundred and seventy thousand U.S. dollars
($23,470,000) (the “Contribution”). The Contribution shall be used solely for
the purpose of paying (i) Benefits under the Plans, (ii) expenses
and compensation of the Trustee, in accordance with Section 5.2, and (iii) any taxes payable by the
Participants, the Trustee, the Company and/or the Third-Party Payroll Provider,
in all cases in accordance with the terms and conditions of the Plans and/or
this Agreement. The Company represents that no part of the Contribution comes
from the Participants.


Section 1.2
Forfeiture of Plan Awards. In the event that a Participant forfeits his
or her Benefits in accordance with the terms and conditions of the Plans, the
amount that would otherwise have been payable to such Participant had the
Participant not forfeited the right to receive the Benefit shall remain in the
Trust and be used in accordance with this Agreement. 


Section 1.3
Reserve Account. On or prior to September 23, 2008, the Trustee shall
establish within the Trust an account (the “Reserve Account”) into which the
Company shall deposit the Reserve Account Required Amount. Amounts on deposit
in the Reserve Account shall be invested in accordance with Section 3.1.
Amounts on deposit in the Reserve Account may be used by the Trustee to pay any
taxes, liabilities, compensation, expenses and/or other amounts owing to the
Trustee in accordance with the terms of this Agreement, but in no instance
shall amounts on deposit in the Reserve Account be used to pay Benefits.


Section 1.4
Definitions. Capitalized terms used but not defined herein shall have
the meaning prescribed to them in the Plans. Certain capitalized terms have the
meanings set forth below:


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          (a)
Authorized Signatory. An “Authorized Signatory” is an individual
authorized to provide information and direction on behalf of the Company to the
Trustee hereunder. Each Authorized Signatory must be an officer of the Company
or of Parent. The Authorized Signatories as of the date of this Agreement are
set forth on Schedule C.


          (b)
Business Day. “Business Day” means any day other than Saturday, Sunday
or any other day on which commercial banks in New York, New York or Wilmington,
Delaware are authorized or required by law to be closed.


          (c)
ERISA. “ERISA” is the Employee Retirement Income Security Act of 1974,
as amended.


          (d)
FDIC. “FDIC” means the Federal Deposit Insurance Corporation.


          (e)
Final Distribution Date. The “Final Distribution Date” is September 30,
2009.


          (f)
Notice of Insolvency. “Notice of Insolvency” means written notice to the
Trustee from an Authorized Signatory that the Company has suspended its
business, made a general assignment for the benefit of its creditors, or is a
debtor in any case or proceeding, whether voluntary or involuntary, under any
federal, state or foreign (including any provincial) bankruptcy,
reorganization, arrangement, insolvency, adjustment of debt, dissolution,
liquidation or similar law or laws.


          (g)
Parent. “Parent” means Syncora Holdings Ltd.


          (h)
Reserve Account Required Amount. The “Reserve Account Required Amount”
is an amount equal to $66,000.


          (i)
Termination Date. The “Termination Date” is the later of (i) the date on
which the entirety of the Trust Fund has been distributed in accordance with
this Agreement and (ii) the third Business Day following the date on which all
taxes with respect to the Trust have been paid for the 2009 calendar year. 


          (j)
Third-Party Payroll Provider. “Third-Party Payroll Provider” means
Ceridian Corporation, or any other third-party payroll provider engaged by the
Company to distribute Benefits and identified to the Trustee by an Authorized
Signatory in writing on or prior to the date hereof.


          (k)
Trust Fund. The assets held at any time and from time to time by the
Trustee under the Trust collectively are herein referred to as the “Trust Fund”
and shall consist of (i) the Contribution, (ii) amounts on
deposit in the Reserve Account and (iii) any earnings or other income
earned on account of any assets held in the Trust, less disbursements therefrom.
Except as herein otherwise provided, title to the Trust Fund shall at all times
be vested in the Trustee. The parties intend that the Trust Fund shall not be
subject to any lien or attachment of any creditor of the Company or any third
party and


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shall be used solely for the purposes and subject to
the conditions set forth in this Agreement.


          (l)
Trust Year. “Trust Year” means each 12-month period beginning on January
1 and ending on December 31 thereafter, provided that (i) the initial
Trust Year shall be the period beginning on the date hereof and ending on
December 31, 2008 and (ii) the final Trust Year shall be the period
beginning on January 1 of the year in which the Termination Date occurs and
ending on the Termination Date.


          (m)
Trustee. The Trustee named above, and any successor thereof, is hereby
designated as the trustee hereunder to receive, hold, invest, administer and
distribute the Trust Fund in accordance with this Agreement, the provisions of
which shall govern the power, duties and responsibilities of the Trustee.


ARTICLE
II

GENERAL DUTIES OF THE PARTIES


Section 2.1 General Duties of Company. The Company shall, upon the request of the
Trustee, furnish the Trustee with such reasonable information as is necessary
or appropriate for the Trustee to carry out the Trustee’s responsibilities
under this Agreement, and the Trustee shall be entitled to conclusively rely on
the information received from the Company.


Section 2.2
General Duties of the Trustee. 


          (a)
The Trustee shall hold the Trust Fund until the date as of which a distribution
pursuant to Section 3.4 occurs. The Trustee shall be responsible only for the
property actually received by the Trustee hereunder and not for any amount
which the Company is required to contribute to the Trust Fund hereunder. The
Trustee shall have no duty or authority to compute any amount to be contributed
to the Trust Fund or to bring any action or proceeding to enforce the
collection of any contribution required to be made to the Trust Fund. The
rights, duties and obligations of the Trustee hereunder shall be solely as set
forth herein.


          (b)
The Trustee shall make such distributions from the Trust Fund as may be
required under the terms of this Agreement.


          (c)
In no event shall the Trustee have any obligation to provide, and in no event
shall the Trustee provide, any legal, tax, accounting, audit or other advice to
the Company with respect to the Plans or the Trust. The Company acknowledges
that it shall rely exclusively on the advice of its accountants and/or
attorneys with respect to all legal, tax, accounting, audit and other advice
required or desired by the Company with respect to the Plans or the Trust. The
Company acknowledges that the Trustee has not made any representations of any
kind, and shall not make any representations of any kind, concerning the legal,
tax, accounting, audit or other treatment of the Plans or the Trust.


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          (d)
The Company acknowledges that the Trustee is not an advisor concerning or a
promoter with respect to the Plans or the Trust, but merely is a service
provider offering the Trust services expressly set forth in this Agreement. In
particular, the Company acknowledges that the Trustee is not a joint venturer
or partner with the Company’s accountants, auditors, consultants or with any
other party, with respect to the Plans or the Trust, and that the Trustee and
the Company’s accountants, auditors and consultants at all times remain
independent parties dealing at arm’s length, and independently, with each other
and with the Company.


          (e)
The Trustee shall have no liability for any losses arising out of delays in
performing the services which it renders under this Agreement which result from
events beyond its control, including without limitation, interruption of the
business of the Trustee due to acts of God, acts of governmental authority,
acts of war, riots, civil commotions, insurrections, labor difficulties
(including, but not limited to, strikes and other work stoppages due to
slow-downs), or any action of any courier or utility, mechanical or other
malfunction, or electronic interruption.


ARTICLE
III

INVESTMENT, ADMINISTRATION AND 

DISBURSEMENT OF TRUST FUND


Section 3.1
Investment of the Trust Fund. The Company shall direct the Trustee
regarding the investment and the reinvestment of the Trust Fund. Without
limiting the generality of the preceding sentence, the Company shall have the
right, at any time and from time to time, in its sole discretion, to direct the
Trustee as to the investment and reinvestment of all or specified portions of
the Trust Fund and the income therefrom and to appoint an investment manager or
investment managers to direct the Trustee as to the investment and reinvestment
of all or specified portions thereof. As of the execution of this Agreement,
and until the Trustee is notified otherwise in writing by an Authorized
Signatory, the Company shall be solely responsible for directing the investment
and reinvestment of the Trust Fund. Initially, the Trust Fund shall be invested
in the Federated Money Market U.S. Treasury Cash Reserves (Institutional
Service Shares) Fund (the “Initial Investment Option”). The Trustee shall have
no responsibility for the selection of investment options under the Trust and
shall not render investment advice to any person in connection with the
selection of such options.


          Notwithstanding
the foregoing, in the event that the Company directs the Trustee to invest the
Trust Fund in an investment option other than the Initial Investment Option,
the Trustee may, notwithstanding such designation, continue to hold in the
Initial Investment Option that portion of the Trust Fund which it reasonably
determines to be sufficient for the ordinary administration and for the
disbursement of funds in accordance with the terms of the Agreement.


          The Trust may hold assets of any kind, including shares of any
registered investment company, whether or not the Trustee or any of its
affiliates is an advisor to, or other service provider to, such investment
company and receives compensation from such


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investment company for the services provided (which
compensation shall be in addition to the compensation of the Trustee under the
Trust). The Company acknowledges that shares in any such investment company are
not obligations of the Trustee or any other bank, are not deposits and are not
insured by the FDIC, the Federal Reserve or any other governmental agency.


          Notwithstanding
anything contained herein to the contrary, after December 31, 2009, the Company
may not direct the investment of the Trust Fund and the Trustee will hold the
assets of the Trust uninvested.


Section 3.2
Administrative Powers of Trustee. Subject to the terms of this
Agreement, the Trustee shall have the power to do all acts, whether or not
expressly authorized, which the Trustee may deem necessary or desirable for the
protection of the Trust Fund and for carrying out its duties and
responsibilities under this Agreement.


Section 3.3
Dealings with Trustee. Persons dealing with the Trustee shall be under
no obligation to see to the proper application of any money paid or property
delivered to the Trustee or to inquire into the Trustee’s authority as to any
transaction.


Section 3.4
Distributions from Trust Fund, Other than Amounts on Deposit in the Reserve
Account. The Trustee shall make distributions from the Trust Fund, other
than amounts on deposit in the Reserve Account, and, subject to Section
3.4(b)(ii), the Third-Party Payroll Provider shall use such distributions to
pay Benefits as and when such Benefits are due to the Participants. The process
by which such distributions shall be made shall be as follows:


	
  

 	
  

 
	
  

 	
           (a)
 Not less than 10 days prior to the date on which payments are due to
 Participants under the Plans, an Authorized Signatory shall provide the
 Trustee with written notice of such payments. Such written notice shall
 certify each of the following: (i) the name(s) of the Plan(s) as to
 which Benefits are coming due; (ii) the individual names of the
 Participants who will receive such Benefits and the amount to be paid to each
 such Participant; (iii) the aggregate amount of Benefits to be paid;
 and (iv) the aggregate employment tax obligations of the Company or
 any of its affiliates, if any, arising by reason of the payment of the
 Benefits (not otherwise to be satisfied by withholding from the Benefits)
 (the sum of clauses (iii) and (iv), the “Aggregate Distribution Amount”). The
 Authorized Signatory shall also provide the Trustee with such other
 information as the Trustee may reasonably request. The Trustee shall have the
 right to conclusively rely on any such information provided to the Trustee.
 In the event the Aggregate Distribution Amount exceeds the Trust Fund,
 excluding the Reserve Account, the Trustee shall promptly notify the Company
 of the amount by which the Aggregate Distribution Amount exceeds the Trust
 Fund. Upon notification by the Trustee, an Authorized Signatory shall
 promptly provide the Trustee with a new written notice, setting forth an
 Aggregate Distribution Amount that does not exceed the Trust Fund (excluding
 amounts in the Reserve Account).

 



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           (b) (i) Prior to the date on which the Trustee
 receives a Notice of Insolvency, in order that the Company may meet its
 obligations under the Plans and applicable law, on a date reasonably selected
 by the Company in advance of the scheduled payment date and with prior
 written notice to the Trustee, the Trustee shall transfer the Aggregate
 Distribution Amount by wire transfer to the Third-Party Payroll Provider. An
 Authorized Signatory shall certify to the Trustee that the Aggregate
 Distribution Amount shall be applied by the Third-Party Payroll Provider to
 the payment of Benefits and the aggregate employment tax obligations of the
 Company or any of its affiliates, as aforesaid and the Trustee shall have no
 liability for the payment of such Benefits or the aggregate employment tax
 obligations of the Company or any of its affiliates. On or prior to the date
 which is ten (10) days from the date of any payment of Benefits, an
 Authorized Signatory shall provide proof of payment of the Benefits and proof
 of payment of all taxes, including the tax obligations of the Company or any
 of its affiliates, by the Third-Party Payroll Provider in form reasonably
 satisfactory to the Trustee.

 
	
  

 	
  

 
	
  

 	
           (ii) From and after the date on which the Trustee
 receives a Notice of Insolvency, the Trustee shall make payments to
 Participants directly. An Authorized Signatory shall promptly provide the
 Trustee with sufficient information so as to permit the Trustee to make
 payments directly to Participants including, without limitation, copies of
 the Plans, names, addresses and amounts payable to each Participant and any
 other information or documentation necessary to calculate and pay Benefits.

 
	
  

 	
  

 
	
  

 	
           (c) Notwithstanding anything to the contrary in this
 Agreement, the Trustee may make any and all distributions and payments from
 the Trust to the Trustee in accordance with Article V hereof and/or in
 accordance with any order of a court of competent jurisdiction. 

 
	
  

 	
  

 
	
  

 	
           (d) Notwithstanding anything to the contrary in this
 Agreement, in no event shall the Trustee be obligated to make any payments in
 excess of the Trust Fund, excluding amounts on deposit in the Reserve
 Account. 

 



Section 3.5
Non-Reversion. This Trust is declared to be irrevocable prior to the
Termination Date, and, except as otherwise expressly provided for in this
Agreement, including, without limitation, Section 8.2, at no time shall any
part of the Trust Fund, other than amounts on deposit in the Reserve Fund,
revert or be distributed to the Company or be used, or diverted for purposes
other than for the exclusive benefit of the Participants, for the payment of
taxes and, to the extent set forth herein, the Trustee. Notwithstanding the
foregoing, the Company may, by written notice to the Trustee, direct that all
or part of the Trust Fund be transferred to a successor trustee, appointed in
accordance with Section 7 hereof, under a trust which is for the exclusive
benefit of such Participants; and thereupon the Trust Fund, or any part
thereof, shall be paid over, transferred or assigned to said successor trustee,
free from the Trust created hereunder; provided, however, that (x) no part of
the Trust Fund may be used to pay contributions


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under any employee benefit plan or arrangement of the
Company or any of its affiliates other than the Plans and (y) amounts on
deposit in the Reserve Account may not be transferred unless all of the Trust
Fund is transferred to a successor and, in connection with a transfer of all of
the Trust Fund, the Trustee has been paid all amounts owing to it hereunder.


ARTICLE
IV

ENFORCEMENT OF TRUST

AND LEGAL PROCEEDINGS


Section 4.1
Records and Accounts of Trustee. The Trustee shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall be
available at all reasonable times for inspection or audit by any person
designated by the Company and which shall be retained as required by applicable
law.


Section 4.2
Accountings by the Trustee. (a) The Trustee shall prepare and present to
the Company an accounting for each Trust Year, and for such other periods as
the Company may reasonably request, listing all receipts, disbursements and
other transactions effected by the Trust after the date of the Trustee’s last
account, and further listing all cash and other property held by the Trust as
of the end of such period. In addition to the foregoing, the report shall
contain such information regarding the Trust Fund and transactions as the
Company in its discretion may reasonably request.


          (b)
Upon the expiration of ninety (90) days from the date of the any accounting by
the Trustee, the Trustee shall be forever released and discharged from all
liability and further accountability to the Company or any other person with
respect to the accuracy of such accounting and all acts and failures to act of
the Trustee reflected in such account, except to the extent that the Company
shall, within such 90-day period, file with the Trustee specific written
objections to the account. Neither the Company, any Participant nor any other
person shall be entitled to any additional or different accounting by the
Trustee and the Trustee shall not be compelled to file in any court any
additional or different accounting. For purposes of regulations promulgated by
the FDIC, the Trustee’s account statements shall be sufficient information
concerning securities transactions effected for the Trust, provided that the
Company, upon written request, shall have the right to receive at no additional
cost written confirmations of such securities transactions, which shall be
mailed or otherwise furnished by the Trustee within the timeframe required by
applicable regulations.


Section 4.3
Final Report. In the event of the resignation or a removal of the
Trustee under Section 7.1 hereof, the Trustee shall with reasonable promptness
submit, for the period ending on the effective date of such resignation or
removal, a report similar in form and purpose to that described in
Section 4.2 hereof.


Section 4.4
Directions of the Company, Enforcement of Trust and Legal Proceedings.
The Trustee shall have no duty to question any direction given to the Trustee
by the Company authorized or required hereunder, including but not limited to
any direction


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advising the Trustee as to the interests of any
Participant in the Plans. The Company shall have authority to enforce this
Agreement on behalf of the Participants. Participants in the Plans shall have
no right or obligation to direct the Trustee to pay Benefits under the Plans;
only the Company shall have the right and obligation to provide such direction.
In no event shall the Trustee have any liability or responsibility to
undertake, defend or continue any litigation unless payment of related fees and
expenses is ensured to the reasonable satisfaction of the Trustee.


ARTICLE
V

TAXES, EXPENSES AND COMPENSATION OF TRUSTEE


Section 5.1
Taxes. (a) The Trustee shall pay out of the Trust Fund all real and
personal property taxes, income taxes and other taxes of any and all kinds
levied or assessed under existing or future laws against the Trust Fund. The
Company shall advise the Trustee if the Trust is exempt from federal, state and
local income taxes, and the Trustee shall act in accordance with any such
advisement. The Company shall timely file all federal, state and local tax and
information returns relating to the Plans. The Trustee shall timely file all
federal, state and local tax and information returns relating to the Trust;
provided that the Trustee shall provide the Company with a copy of such tax
and/or information return at least ten (10) days prior to filing. 


          (b)
Prior to the date on which the Trustee receives a Notice of Insolvency, the
Company shall cause to be withheld from amounts paid from the Trust Fund to the
Third-Party Payroll Provider all applicable withholding taxes prior to the
payment of any Benefits to a Participant and shall have the sole responsibility
for causing such withheld amounts to be remitted to the appropriate
governmental authority, and the Trustee shall have neither such obligation.
From and after the date on which the Trustee receives a Notice of Insolvency,
the Trustee shall make any required tax withholdings on Benefits paid directly
to Participants pursuant to clause (ii) of Section 3.4(b).


Section 5.2
Expenses and Compensation. The Trustee shall be entitled to such
compensation for the Trustee’s services as set forth in the attached Schedule
B. The Trustee shall also be reimbursed for its expenses and other charges
incurred in connection with the administration, investment and distribution of
the Trust Fund. Such compensation shall be paid, and such reimbursement shall
be made, by the Company, except that, if the Company does not pay such fees and
expenses charged to it hereunder within 30 days after the Trustee renders its
invoice to the Company, the Trustee may take the Trustee’s fees and expenses
and any other amounts due it out of the Trust Fund. Notwithstanding the
foregoing, (i) after the Final Distribution Date, the Trustee shall not be
required to render an invoice to the Company and may deduct any fees, expenses
or other amounts owing to it directly from the Trust Fund and (ii) at any time,
the Trustee may pay any taxes with respect to the Trust directly from the Trust
Fund.


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ARTICLE
VI

FOR PROTECTION OF THE TRUSTEE


Section 6.1
Evidence of Action by Company. The Chief Executive Officer of Parent
shall from time to time certify to the Trustee the name or names of the
Authorized Signatories. The Chief Executive Officer of Parent and each
Authorized Signatory shall have the right and obligation to inform the Trustee
that any other individual who was an Authorized Signatory has ceased to be an
Authorized Signatory. Until the Chief Executive Officer of Parent or any
Authorized Signatory notifies the Trustee that an individual is no longer an
Authorized Signatory, the Trustee may continue to rely on the authority of such
person. The Trustee may conclusively rely upon any certificate, notice or
direction purporting to have been signed on behalf of the Company which the
Trustee believes to have been signed by any Authorized Signatory.


Section 6.2
Notices. Any notice required or desired to be delivered under this
Agreement shall be in writing and shall be delivered personally, by courier
service, by registered mail, return receipt requested, or by telecopy and shall
be effective upon actual receipt by the party to which such notice shall be
directed, and shall be addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in accordance with the terms
hereof):


	
  

 	
  

 
	
  

 	
 If to the Company:

 

 Syncora Guarantee Services Inc.

 c/o Syncora Guarantee Inc

 1221 Avenue of Americas

 New York, NY 10020

 Attn: James Lundy 

 Phone: (212) 478-3400

 Fax: (212) 478-3587

 
	
  

 	
  

 
	
  

 	
 If to the Trustee:

 

 Wilmington Trust Company

 1100 N. Market Street – 2nd floor

 Wilmington, Delaware 19890

 Attn: David W. Snyder

 Phone: (302) 651-8926

 Fax: (302) 651-1312

 Email: dwsnyder@wilmingtontrust.com

 



Section 6.3
Advice of Counsel. The Trustee may consult with any legal counsel with
respect to the construction of this Agreement, the Trustee’s duties hereunder,
or any act which the Trustee proposes to take or omit, and shall not be liable
for any action taken or omitted in good faith pursuant to such advice. The
Trustee shall not be liable for any act or failure to act under this Agreement,
if any such action were taken or omitted, as the 


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case may be, in good faith or in accordance with the
express provisions of this Agreement. The Trustee’s duties and obligations
shall be limited to those expressly imposed upon it by this Agreement,
notwithstanding any reference to the Plans.


Section 6.4
No Duty to Advance Funds or to Administer the Plans. The Trustee shall
have no obligation to advance the Trustee’s own funds for the purposes of
fulfilling the Trustee’s responsibilities under this Agreement. The Trustee
shall not be responsible in any respect for administering the Plans. For the
avoidance of doubt, the Trustee shall not be responsible in any respect for
determining whether actions the Trustee is directed to take by the Company
pursuant to this Agreement comply with, are consistent with or are otherwise in
accordance with the terms and conditions of the Plans. Such determinations
shall be the sole responsibility of the person or persons delegated
administrative and interpretative functions and powers under the Plans. The
Trustee shall not be liable for any loss incurred by the Trust with respect to
any investment of amounts in the Trust Fund.


ARTICLE
VII

ACTION BY, RESIGNATION AND REMOVAL OF TRUSTEE


Section 7.1
Resignation or Removal of Trustee. The Trustee may resign at any time
upon 45 days’ written notice to the Company. The Trustee may be removed at any
time by the Company upon 45 days’ written notice to the Trustee. Upon receipt
of instructions or directions from the Company with which the Trustee is unable
to comply, the Trustee may resign, upon notice in writing to the Company given
within a reasonable time under the circumstances then prevailing after the
receipt of such instructions or directions; and notwithstanding any other
provisions hereof, in that event the Trustee shall have no liability to the
Company, or to any Participant, for failure to comply with such instructions or
directions. Notwithstanding the foregoing, in the event of the resignation or
removal of the Trustee in accordance with this Section 7.1, the Trust shall
survive and continue in all respects until terminated in accordance with
Article VIII hereof. 


Section 7.2
Appointment of Successor Trustee. If the Trustee resigns or is removed in
accordance with Section 7.1, a successor Trustee shall be appointed by the
Company. Neither the Company nor any parent or subsidiary thereof may be
appointed as Trustee. The appointment of a successor to the Trustee shall take
effect upon delivery to the Trustee of (i) a duly executed instrument in
writing appointing such successor, and (ii) an acceptance in
writing, executed by such successor, both acknowledged in the same form as this
Agreement. All of the provisions set forth herein with respect to the Trustee
shall relate to each successor with the same force and effect as if such
successor had been originally named as a Trustee hereunder. If no successor
shall have been appointed and an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within thirty (30) days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee and the costs of such action shall be paid by the Company and, if not
so paid, the Trustee shall deduct such amounts from the Trust Fund.


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ARTICLE
VIII

DURATION AND TERMINATION OF TRUST AND AMENDMENT


Section 8.1
Duration and Termination. The Trust shall terminate on the Termination
Date. 


Section 8.2
Distribution upon the Final Distribution Date. On or as soon as
practicable after the Final Distribution Date but in no event later than thirty
(30) days after the Final Distribution Date, any assets in excess of the
Reserve Account Required Amount, then remaining in the Trust shall be returned
to the Company, less any outstanding fees and/or expenses then due and owing to
the Trustee. The powers of the Trustee hereunder shall continue so long as any
assets of the Trust remain in the Trustee’s hands.


Section 8.3
Distribution upon the Termination
Date. On or as soon
as practicable after the Termination Date but in no event later than thirty
(30) days after the Termination Date, any assets then remaining in the Trust
shall, after payment of any remaining liabilities of the Trust as the Trustee
may deem appropriate, including, for the avoidance of doubt, any amounts owing
to the Trustee, be returned to the Company. Upon making such distribution to
the Company, the Trustee shall be relieved from all further liability
hereunder.


Section 8.4
Amendment. By a duly executed, written instrument delivered to the
Trustee and acknowledged in the same form as this Agreement, the Company shall
have the right at any time and from time to time to modify or amend this
Agreement in whole or in part, provided, however, that no modification or
amendment of this Trust shall be made in a manner as (i) except as
expressly provided in this Agreement, would cause or permit any of the Trust
Fund, other than amounts on deposit in the Reserve Account, to be diverted to
purposes other than for the exclusive benefit of the Participants or for the
payment of taxes and, to the extent set forth herein, the Trustee, (ii)
would add any employee benefit plan or arrangement of the Company or any of its
affiliates to Schedule A that is not listed on Schedule A as of the date of
this Agreement, (iii) would change the interest of any Participant
in any Plan except as permitted in accordance with the provisions of the Plans,
(iv) would cause the Trust to become a “grantor trust” under Section 671
et. seq. of the Internal Revenue Code of 1986, as amended, or (v) would
increase the duties and responsibilities of the Trustee or otherwise adversely
affect the Trustee without the Trustee’s written consent. Any such amendment
shall become effective upon (x) delivery to the Trustee of the written
instrument of amendment, together with a certified copy of the resolutions of
the Board of Directors of the Company authorizing such modification or
amendment, (y) endorsement by the Trustee on such instrument upon receipt
thereof, together with any required consent thereto, and (z) a certificate from
the Company stating that any such amendment is in accordance with the terms and
conditions of the Plans.


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ARTICLE
IX

INDEMNIFICATION


Section 9.1
Indemnification. The Company agrees, to the fullest extent permitted by
law, to indemnify and hold the Trustee, in its individual capacity and as
trustee, and its affiliates, each officer, director, employee, stockholder,
agent or partner of any of them, and any person who is or was serving at the
request of the Trustee (each, an “Indemnified Person”) harmless from and
against any and all liabilities, losses, costs, damages and/or expenses (including
attorney’s fees and disbursements) of any kind or nature (collectively,
“Losses”) imposed on, incurred by or asserted against such Indemnified Person
by reason of its service pursuant to this Agreement, including any Losses
arising out of any threatened, pending or completed claim, action, suit or
proceeding, except to the extent such Losses are caused by the gross
negligence, willful misconduct or bad faith of such Indemnified Person. To the
extent not paid by the Company, the Trustee shall be entitled to deduct such
amounts from the Trust Fund. The Trustee shall not be required to give any bond
or any other security for the faithful performance of the Trustee’s duties
under this Agreement, except as required by law. The indemnity provided hereunder
shall include, but not be limited to, Losses imposed on, incurred by or
asserted against such Indemnified Person at any time by reason of, or in
connection with, (i) serving or having served in any capacity in
connection with the Trust, (ii) accepting any property contributed to
the Trust in the Company’s discretion or retaining such property as an
investment for the Trust Fund, (iii) a determination that the Trust is
subject to ERISA, (iv) any breach of any representation made by the
Company under this Agreement, (v) the failure of the Company, the
Third-Party Payroll Provider or any other party to pay Benefits to any
Participants or any employment tax obligations of the Company or any of its
affiliates pursuant to Section 3.4(b)(i), (vi) taxes payable pursuant to
Section 5.1 hereof and/or expenses and compensation payable pursuant to Section
5.2 hereof, or (vii) carrying out in good faith the responsibilities
delegated to the Trustee under this Agreement, or by reason of any act or
failure to act under this Agreement, if any such action were taken or omitted,
as the case may be, in good faith or in accordance with the express provisions
of this Agreement. The provisions of this Section 9.1 shall survive the
termination of this Agreement.


ARTICLE
X

MISCELLANEOUS


Section 10.1
Governing Law. This Agreement and the Trust hereby created shall be
construed and regulated by the laws of the State of Delaware, except as
otherwise provided by federal law.


Section 10.2
Severability. If any provision of this Agreement shall be held illegal,
invalid or unenforceable for any reason, such provision shall not affect the
remaining parts hereof, and the Trust shall be construed and enforced as if
said provision had never been inserted herein.


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Section 10.3
Protection of Persons Dealing with the Trust. No person dealing with the
Trustee shall be required or entitled to monitor the application of any money
paid or property delivered to the Trustee, or determine whether or not the
Trustee is acting pursuant to authority granted to it hereunder or to
authorizations or directions herein required.


Section 10.4
Nonassignability. No right or interest of any person to receive
distributions from the Trust shall be assignable or transferable, in whole or
in part, either directly or by operation of law or otherwise, including, but
not by way of limitation, execution, levy, garnishment, attachment, pledge, or
bankruptcy, but excluding death or mental incompetence, and no right or
interest of any person to receive distributions from the Trust shall be subject
to any obligation or liability of any such person, including claims for alimony
or the support of any spouse or child.


Section 10.5
Gender and Number. Whenever the context requires or permits, the
masculine gender shall include the feminine gender and the singular form shall
include the plural form and shall be interchangeable.


Section 10.6
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original.


Section 10.7
Titles and Headings Not to Control. The titles to Articles and headings
of Sections in this Agreement are placed herein for convenience of reference
only and in case of any conflict the text of this Agreement, rather than such
titles or headings, shall control.


Section 10.8
Entire Agreement. The Trustee’s duties and responsibilities with respect
to the Trust shall be limited to those specifically set forth in this Agreement
and there are no promises, undertakings, representations or warranties by the Trustee
relative to the Trust not expressly set forth or referred to herein.


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          IN WITNESS WHEREOF, the parties hereto have executed
and caused this Agreement to be executed as of the day and year first above
written.


	
  

 	
  

 
	
  

 	
 SYNCORA GUARANTEE SERVICES INC.

 
	
  

 	
  

 
	
  

 	
 By     /s/ Orlando Rivera






 
	
  

 	
 Name: Orlando Rivera

 
	
  

 	
 Title: MD, Head of Human Resources

 
	
  

 	
  

 
	
  

 	
 WILMINGTON TRUST COMPANY

 
	
  

 	
 not in its individual capacity but solely as Trustee
 of the Syncora Guarantee Services Inc. Employee Trust

 
	
  

 	
  

 
	
  

 	
 By     /s/ Nancy Gray






 
	
  

 	
 Name: Nancy Gray

 
	
  

 	
 Title: AVP

 



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