Exhibit
10.1


Restricted Stock
Agreement for

Outside Directors under

Assured Guaranty Ltd.
2004 Long-Term Incentive Plan


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:


o                                    The “Director” is                                .


o                                    The “Grant Date”
is                                                                           .


o                                    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 on the day immediately prior to the [    ] annual shareholders meeting during which
elections for directors are held following the Grant Date.


The Restricted Period shall end prior to the date specified above to
the extent set forth below:


(a)           The
Restricted Period shall end on the date the Director ceases to be a director of
the Company (and is not otherwise employed by the Company or its Subsidiaries),
if the Director ceases to be a director by reason of his Disability or
death.  The Director shall be considered
to have a “Disability” if the Nominating and Governance Committee of the Board
of Directors determines that he is unable to serve as a Director as a result of
a medically determinable physical or mental impairment.









 



(b)           The
Restricted Period shall end upon a Change in Control (as defined in the Plan),
provided that such Change in Control occurs on or before the date the Director
ceases to be a director of the Company.


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.(1)


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.


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






(1)   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.



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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:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director

  
	
   

  
	
   

  	
   

  



 



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