0001047469-04-013001 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2004 • Assured Guaranty LTD • Surety insurance

THIS AGREEMENT, made and entered into as of the day of April, 2004 by and between Assured Guaranty Ltd., a Bermuda corporation, Assured Guaranty U.S. Holdings, Inc., a Delaware corporation, Assured Guaranty Corp., a Maryland corporation (collectively referred to as the “Company”), and James Michener (the “Executive”).

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FORM OF MASTER SEPARATION AGREEMENT
Master Separation Agreement • April 22nd, 2004 • Assured Guaranty LTD • Surety insurance • New York

THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of April [___], 2004, among ACE Limited, a Cayman Islands corporation (“ACE”), ACE Financial Services Inc., a Delaware corporation (“ACE Financial Services”), ACE Bermuda Insurance Ltd., a Bermuda company (“ACE Bermuda”), and Assured Guaranty Ltd., a Bermuda company (the “Company”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 22nd, 2004 • Assured Guaranty LTD • Surety insurance • New York

This Stock Purchase Agreement (this “Agreement”), dated as of April 15, 2004, is entered into by and between Assured Guaranty Re Overseas Ltd. (formerly known as ACE Capital Re Overseas Ltd.), an insurance company registered and licensed under the laws of the Islands of Bermuda (“Seller”), and ACE Bermuda Insurance Ltd., an insurance company registered and licensed under the laws of the Islands of Bermuda (“Buyer”).

FORM OF TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 22nd, 2004 • Assured Guaranty LTD • Surety insurance • New York

THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is entered into as of the [__] day of April, 2004, between Assured Guaranty Ltd., a Bermuda company (the “Company”), and ACE Limited, a Cayman Islands corporation (“ACE”).

ASSIGNMENT AND TERMINATION AGREEMENT
Assignment and Termination Agreement • April 22nd, 2004 • Assured Guaranty LTD • Surety insurance • New York

This Assignment and Termination Agreement, dated as of April 1, 2004 (this “Agreement”), is made by and among Assured Guaranty Re International Ltd., formerly known as ACE Capital Re International Ltd. (“AGRI”), ACE Bermuda Insurance Ltd. (“ACE Bermuda”) and ACE Capital Title Reinsurance Company (“ACTRC”).

COMMUTATION AND RELEASE AGREEMENT
Commutation and Release Agreement • April 22nd, 2004 • Assured Guaranty LTD • Surety insurance • New York

This Commutation and Release Agreement (this “Agreement”), dated as of April __, 2004, as made by and between WESTCHESTER FIRE INSURANCE COMPANY (the “Company”) and ASSURED GUARANTY RE OVERSEAS LTD. (formerly ACE Capital Re Overseas Ltd.) (the “Reinsurer”).

COMMUTATION AND SETTLEMENT AGREEMENT (hereinafter referred to as this "Agreement")
Commutation and Settlement Agreement • April 22nd, 2004 • Assured Guaranty LTD • Surety insurance

This Agreement is entered into by and between ACE Capital Re International, Ltd. (hereinafter referred to as the "Company") and ACE Bermuda Insurance Ltd. (hereinafter referred to as the "Reinsurer") and made effective 11:59:59 p.m. Local Standard Time, December 31, 2003 (the "Commutation Date").

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