Exhibit 10.29


 


AMENDMENT TO THE FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD. 1989

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


 


(AS AMENDED AND RESTATED EFFECTIVE DECEMBER
17, 2004)


 


WHEREAS, Financial Security
Assurance Holdings Ltd. (the “Company”) maintains the Financial Security
Assurance Holdings Ltd. 1989 Supplemental Employee Retirement Plan, as amended
and restated effective December 17, 2004 (the “Plan”);


 


WHEREAS, Assured Guaranty Ltd.
(“AGL”) entered into a stock purchase agreement dated November 14, 2008 to
purchase the stock of Financial Security Assurance Holdings Ltd. (the “Company”)
from Dexia Credit Local S.A. and Dexia Holdings, Inc. (“Dexia”) (such
purchase referred to below as the “Transaction”);


 


WHEREAS, effective upon the
closing of the Transaction, the Company desires to amend the Plan to appoint
the Board of Directors of the Company to administer the Plan and to add AGL
common shares as an investment benchmark under the Plan for Sean McCarthy’s
account; and


 


WHEREAS, no Company stock or
AGL common shares will be held in such employer stock fund.


 


NOW, THEREFORE, the Plan is
hereby amended effective as of the closing of the Transaction as follows:


 


1.  By substituting the following
for Section 2.7 of the Plan:


 


“‘Committee’
shall mean the Board.”


 


2.  By adding the following at
the end of subsection 4.3(a) of the Plan:


 


“The Employer Stock Fund (as
defined in Exhibit A) is available as an investment benchmark subject to
the rules and regulations set forth in Exhibit A.”


 


3.  By
adding the following as a new Exhibit A to the Plan:


 


“Exhibit A


 


FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

1989 SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


 


Employer Stock Fund Rules and
Regulations


 


Effective upon the closing of
the Transaction (as defined below), an “Employer Stock Fund” shall be
established as an investment benchmark for the Account of Sean McCarthy (“McCarthy”).  Such Account will be credited with 130,000
AGL Units, with each such AGL Unit representing the right to receive one share
of common stock of Assured Guaranty Ltd. (“Shares”) upon a distribution from
the Plan pursuant to Section 4.4 of the Plan.  Upon the


 

















 


occurrence of
such crediting of the 130,000 AGL Units, the 22,306 Company units credited to
his account (representing a deemed investment in a corresponding number of
shares of Company common stock) will be canceled.  Except as otherwise provided by the
Committee, no additional AGL Units may be credited to McCarthy’s account.  The term “Transaction” means the purchase of
the stock of Financial Security Assurance Holdings Ltd. (the “Company”) from
Dexia Credit Local S.A. and Dexia Holdings, Inc. pursuant to the stock
purchase agreement dated November 14, 2008.


 


A-1.  Eligibility.  McCarthy is the only Participant eligible to
invest all or a portion of his Account in the Employer Stock Fund.


 


A-2.  Allocations to and from Employer Stock
Fund.  McCarthy’s investment in the
130,000 AGL Units shall be irrevocable, and such portion of McCarthy’s Account
shall remain credited with such 130,000 AGL Units until such time as he is
entitled to a distribution pursuant to Section 4.4 of the Plan with the
number of Shares to be distributed to McCarthy equal to the number of AGL Units
held in McCarthy’s Account.


 


A-3.  Dividends.  To the extent that any record date for
dividends on Shares occurs during the period in which all or a portion of a
McCarthy’s Account is allocated to the Employer Stock Fund, McCarthy’s Account
will be credited with an amount equal to the dividends that would be payable
with respect to such AGL Units, determined as though each AGL Unit credited to
the Participant’s Account was a Share (the “Deemed Dividends”).  The Deemed Dividends shall be credited to an
investment benchmark that is a money market fund or other similar investment
benchmark selected by the Committee.”