0001047469-06-011349 Sample Contracts

Contract
Employment Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 30, 2004 (the “Effective Date”), between AMERICAN CAPITAL ACCESS SERVICE CORPORATION, a Delaware corporation (“Service”), ACA CAPITAL HOLDINGS, INC., a Delaware corporation (“Holdings”), ACA FINANCIAL GUARANTY CORPORATION, a Maryland corporation (“Financial,” and, together with Holdings and Service, the “Company”) and LAURA SCHWARTZ (the “Executive”).

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ACA CAPITAL HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York
Contract
Employment Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 3, 2006 (the “Effective Date”), between ACA CAPITAL HOLDINGS, INC., a Delaware corporation (“Holdings”), ACA FINANCIAL GUARANTY CORPORATION, a Maryland corporation (“Financial,” and, together with Holdings, the “Company”) and ALAN S. ROSEMAN (the “Executive”).

Contract
Amended and Restated Employment Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 30, 2004 (the “Effective Date”), between AMERICAN CAPITAL ACCESS SERVICE CORPORATION, a Delaware corporation (“Service”), ACA CAPITAL HOLDINGS, INC., a Delaware corporation (“Holdings”), ACA FINANCIAL GUARANTY CORPORATION, a Maryland corporation (“Financial,” and, together with Holdings and Service, the “Company”) and WILLIAM TOMLJANOVIC (the “Executive”).

ACA CAPITAL HOLDINGS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN AMENDED AND RESTATED INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase its common stock, $.10 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s Amended and Restated 2006 Stock Incentive Plan (the “Plan”).

ACA CAPITAL HOLDINGS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • Delaware

ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase its common stock, $.10 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s Amended and Restated 2006 Stock Incentive Plan (the “Plan”).

ACA CAPITAL HOLDINGS, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN
Restricted Stock Award Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of __________, 2006 (the “Grant Date”), between ACA Capital Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (the ”Grantee”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 29th, 2006 • ACA Capital Holdings Inc • Surety insurance • New York

WHEREAS, on September 30, 2004 ACA Service Corporation (formerly known as American Capital Access Service Corporation,), ACA Capital Holdings, Inc. and ACA Financial Guaranty Corporation (collectively, the “Company”) entered into that certain Amended and Restated Employment Agreement (the “Employment Agreement”) with William Tomljanovic (the “Executive”); and

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