Exhibit 10.69


 


ASSURED
GUARANTY LTD.

EXECUTIVE OFFICER RECOUPMENT POLICY


 


The following recoupment policy (the “Policy”)
of Assured Guaranty Ltd. (the “Company”) applies to Covered Awards granted to Executive Officers by the
Company or its subsidiaries, to the extent provided below:


 


1.  Restatement and Stock Options.


 


(a)                                  If there is a material restatement of the
financial statements of the Company that is materially related to the
misconduct of an individual who, at the time of the misconduct, is an Executive
Officer, then any exercise of an option occurring within 12 months after the
restated period may, in the discretion of the Compensation Committee, be
rescinded, subject to the following:


 


(i)  The
rescission of the exercise of an option will be effective only if the Optionee to
whom the option is granted is an Executive Officer at any time during the
period for which the financial statements are restated.


 


(ii)  The
rescission will be effective only if the Optionee is notified of the rescission
of the exercise of his or her option prior to the one-year anniversary of the
issuance of the restated financial statements.


 


(iii)  The Optionee
will be required to repay any gain realized as a result of the rescinded
exercise of the option that was granted to the Optionee (with the amount of the
gain determined as of the time of exercise), subject to the provisions of this Policy.


 


(iv)  The
amount to be recouped from the Optionee will be reduced to the extent that the appreciation
in the shares covered by the exercised option from the Grant Date to the date
immediately prior to the beginning of the restated period.  Further, the amount to be recouped will be
reduced by an amount corresponding to a decline (if any) in price of the stock
acquired on exercise, to the extent the decline occurs during the period from
the date of exercise to the date of the Optionee’s disposition of the stock.


 


(b)                                 For purposes of this Policy, the term “option”
means an option to purchase shares of Company stock that is granted in return
for services provided to the Company and its subsidiaries as an employee,
excluding any option granted under the Assured Guaranty Ltd. Employee Stock
Purchase Plan or other plan that is intended to satisfy the requirements of
section 423 of the Internal Revenue Code.


 


(c)                                  For purposes of this paragraph 1, “Optionee”
means, with respect to any option, the person to whom the option has been
granted.


 


2.  Restatement and Bonus.


 


(a)                                  If there is a material restatement of the
financial statements of the Company, then any bonus paid to a person may, in
the discretion of the Compensation Committee, be recouped, subject to the
following:


 

















 


(i)  The
recoupment of the bonus will be effective only if the recipient of the bonus is
an Executive Officer at any time during the period for which the financial
statements are restated.


 


(ii)  The recoupment
will be effective only if the recipient of the bonus is notified of the
recoupment prior to the one-year anniversary of the issuance of the restated
financial statements.


 


(iii)  The
amount to be recouped will not exceed the amount of the prior bonus payment
that the Compensation Committee determines would not have been paid to the recipient
of the bonus if the financial results as corrected by the restatement had been
known at the time the bonus payment was made. 
Further, the recoupment will only apply to bonuses attributable to
services rendered in the period for which the financial statements are
restated.


 


(b)                                 For purposes of this Policy, the term “bonus”
means cash compensation for services provided to the Company or its
subsidiaries as an employee that is payable in recognition of the employee’s
past or future level of achievement of objective or subjective performance
goals; provided that the determination of whether a payment constitutes a “bonus”
shall be made without regard to whether the amount is determined on a
discretionary or formulaic basis. 
However, the term “bonus” does not include compensation that is
guaranteed regardless of the level of performance.


 


3.  Overpayments.


 


(a)                                  If the amount of incentive compensation
payable to an individual is based solely on the attainment of a level of
objective quantifiable performance goals and, after the date on which such
incentive compensation is paid (or would have been paid in the absence of an
elective deferral of payment by the individual), the level of such performance
used to determine the amount of such payment is determined to have been
inaccurate, and so the amount of the payment is greater than it should have
been, then an individual who received an amount of incentive compensation in
excess of the amount that would have been paid if the accurate level of
performance had been known  may, in the
discretion of the Compensation Committee, be required to repay the excess,
subject to the following:


 


(i)  The
repayment will be required only if the recipient is an Executive Officer during
all or a portion of the performance period as to which the payment is made.


 


(ii)  The
repayment will be effective only if, prior to the one-year anniversary of the
end of the performance period as to which the payment is made, both the Compensation
Committee’s determination of the amount of the recoupment has been made and the
recipient of the incentive compensation has been notified of the repayment
obligation.


 


(iii)  The
amount to be recouped will not exceed the amount of the prior incentive
compensation payment that the Compensation Committee determines would not have
been paid if the level of the objective, quantifiable performance goals
determined after the correction had been know at the time the incentive
compensation payment was made.


 


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(b)                                 For purposes of this Policy, the term “incentive
compensation” means compensation for services provided to the Company or its
subsidiaries as an employee; provided that a payment shall constitute “incentive
compensation” only if the amount of such payment is based solely on attainment
of objective quantifiable performance goals over a specified performance period;
and further provided that the determination of whether a payment constitutes “incentive
compensation” shall be made without regard to whether it is paid in cash or
stock.  However, the term “incentive
compensation” does not include compensation that is guaranteed regardless of
the level of performance.


 


4.  General.


 


(a)                                  Attorney Fees.  In
the event of a dispute between the Company and an individual recipient of an
option, bonus, or incentive compensation as to whether an amount may be
recouped under this Policy, the Company will pay the individual’s reasonable
attorney fees incurred in connection with the dispute as those fees are
incurred by the individual.  The
individual will be required to repay the legal fees to the Company if the
[court or] arbitrator finds that the individual engaged in misconduct with
respect to the amount subject to the recoupment.


 


(b)                                 Taxes.  The amount
that would otherwise be recouped from an individual in accordance with
paragraphs 1, 2 and 3 above will be reduced by the excess, if any, of the
amount of any taxes due from the individual with respect to payments (including
amounts taxable as a result of the exercise of an option) previously made to
him or her, minus the amount of the tax benefits to him or her attributable to
the recoupment.


 


(c)                                  Employment Status. 
The right of recoupment against an individual shall apply without regard
to whether the individual is employed by the Company or a subsidiary at the
time of the recoupment.


 


(d)                                 Amendment.  This Policy
may be amended by the Compensation Committee of the Company at any time;
provide that no such amendment may adversely affect any individual with respect
to an option, bonus, or incentive compensation with a Grant Date that is before
the date on which the amendment is adopted by the Compensation Committee.


 


(e)                                  Discretion.  The
Compensation Committee, after taking into account such considerations at the
members of that committee determine to be relevant, may reduce the amount
otherwise due under this Policy, and may provide that the Company will enter
into such arrangements for repayment as the committee determines to be
appropriate.


 


(f)                                    Effective Date. 
Paragraphs 1, 2, and 3 will not apply to any option, bonus, or incentive
compensation with a Grant Date earlier than January 1, 2009.


 


(g)                                 Change in Control.  No
recoupment under this Policy will be made after a Change in Control with
respect to any option, bonus, or incentive compensation with a Grant Date
before the Change in Control.  For this
purpose, the term “Change in Control” shall have the meaning ascribed to it in
the 2004 Long-Term Incentive Plan as in effect on February 5, 2009.


 


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5.  Definitions.  Terms used in this Policy shall be defined as
set forth below or as otherwise defined in this Policy.


 


(a)                                  Company.  The term “Company”
includes Assured Guaranty Ltd. and any successor to Assured Guaranty Ltd.


 


(b)                                 Executive Officer.  An individual will be an “Executive Officer”
as of any date if he or she is an individual identified as an executive officer
(including the chief financial officer) in the annual report on Form 10-K
for the Company as of that date.


 


(c)                                  Grant Date.  The “Grant
Date” of an option will be the date on which it is treated as having been granted
for financial accounting purposes.  The “Grant
Date” of a bonus or incentive compensation payment will be the first day of the
period of service with respect to which the payment is made.


 


(d)                                 Misconduct.  “Misconduct”
means fraudulent or illegal conduct or omission that is knowing or intentional.


 


6.  Voluntary Programs. 
The options, bonuses, and
incentive compensation subject to this Policy (collectively, the “Programs”)
are voluntary programs, and each individual participating in the Programs (the “Participants”)
has chosen to participate in the Programs. 
Each Participant understands that all payments and benefits provided
under the Programs are paid as advances that are subject to recoupment as set
forth above, and the Participant specifically agrees to such recoupment.  If an individual does not wish to participate
one or more of the Programs in accordance with all of the conditions specified
in the Policy, the individual must notify in writing [insert who to notify] at
[insert address] within            
days after receiving notice of selection for participation in the respective
Program.


 


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