0000930413-09-001747 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Syncora Holdings LTD • Surety insurance • New York

you violate this Covenant Not to Sue by suing a Released Party, you may be liable to that party for monetary damages. More specifically, if you sue a Released Party in violation of this Covenant Not to Sue, you will be required to either: (1) pay that Released Party’s attorneys’ fees and other costs incurred as a result of having to defend against your suit; or (2) alternatively, at the Released Party’s option, return to the Company all of the severance pay provided to you under Section 8 of the Agreement, except for one-hundred dollars ($100.00). In the event of such violation, the Company will also be excused from providing you any remaining severance payments under Section 8 of the Agreement. However, nothing in this Covenant Not to Sue or in any other part of this Agreement prevents you from challenging the validity of this Agreement under the ADEA.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Syncora Holdings LTD • Surety insurance • New York

AGREEMENT, made and entered into as of this 30th day of October, 2008, by and between, Syncora Holdings Ltd, a Bermuda corporation (the “Company”), and Susan Comparato (the “Executive”).

SYNCORA GUARANTEE SERVICES INC. EMPLOYEE TRUST
Syncora Guarantee Services • March 31st, 2009 • Syncora Holdings LTD • Surety insurance • Delaware

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”).

AMENDMENT NO. 2 TO TRANSITION AGREEMENT
Transition Agreement • March 31st, 2009 • Syncora Holdings LTD • Surety insurance

AMENDMENT NO. 2 dated as of August 5, 2008 (this “Amendment No. 2”) among XL Capital Ltd., a Cayman Islands company (“XL Capital”), XL Insurance (Bermuda) Ltd, a Bermuda company (“XLI”), X.L. America, Inc., a Delaware corporation (“XLA”), and Syncora Holdings Ltd (formerly known as Security Capital Assurance Ltd), a Bermuda company (“SCA” and collectively with XL Capital, XLI, and XLA, the “Parties”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Syncora Holdings LTD • Surety insurance • New York

AGREEMENT, made and entered into as of this 27 day of August, 2008, by and between, Syncora Holdings Ltd, a Bermuda corporation (the “Company”), and Edward B. Hubbard (the “Executive”) to amend and restate an agreement between the parties dated as of December 21, 2006 (the “Prior Agreement”).

Syncora Holdings Ltd. 1221 Avenue of the Americas New York, NY 10020
Letter Agreement • March 31st, 2009 • Syncora Holdings LTD • Surety insurance • New York

This letter agreement (the “Agreement”) is intended to memorialize our mutual agreements and understandings with respect to your continued employment with Syncora Holdings Ltd (the “Company”), effective as of October 31, 2008 (the “Effective Date”).

June 16, 2008 PERSONAL & CONFIDENTIAL BY HAND DELIVERY David P. Shea 24 East Maple Street New Canaan, Connecticut 06840 Dear David:
Letter Agreement • March 31st, 2009 • Syncora Holdings LTD • Surety insurance • New York

This letter agreement describes the terms of your separation without cause, including the terms of your severance benefits, from Security Capital Assurance Ltd (the “Company”). The terms of your separation and benefits provided hereunder are in addition to the terms of your separation and benefits provided under your Employment Agreement, dated May 28, 2008, with the Company (the “Employment Agreement”).

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