Shields X: A cumulative, static ability that means, "The attacking unit gets –X power against this unit." Shields only matters when attack dice are rolled. If you give a unit Shields after your opponent has rolled for damage, it doesn't affect the roll.
Stealth
Stealth: An isolated, static ability that means, "This unit can't be attacked unless it's tapped or has damage counters on it." An untapped and undamaged unit with Stealth can still be affected by alternative types of damage. (Such as Overkill.) As long as the unit has any number of damage counters on it, it can't use Stealth.