Exhibit 10.1

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

DEFERRED COMPENSATION PLAN

Amended and Restated

as of July 10, 2000

                                TABLE OF CONTENTS

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ARTICLE I         ESTABLISHMENT AND PURPOSE OF THE PLAN......................2

ARTICLE II        DEFINITIONS................................................2

ARTICLE III       PARTICIPATION..............................................5

ARTICLE IV        DEFERRAL ELECTIONS.........................................6

ARTICLE V         CREDITING OF DEFERRAL AMOUNTS AND ACCRUAL
                  OF INVESTMENT GAINS OR LOSSES..............................9

ARTICLE VI        COMMENCEMENT OF BENEFITS..................................11

ARTICLE VII       BENEFICIARY DESIGNATION...................................12

ARTICLE VIII      MAINTENANCE AND VALUATION OF ACCOUNTS.....................13

ARTICLE IX        FUNDING...................................................13

ARTICLE X         AMENDMENT AND TERMINATION.................................14

ARTICLE XI        FINANCIAL HARDSHIP WITHDRAWALS............................15

ARTICLE XII       ADMINISTRATION............................................16

ARTICLE XIII      GENERAL PROVISIONS........................................17

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
DEFERRED COMPENSATION PLAN

ARTICLE I

ESTABLISHMENT AND PURPOSE OF THE PLAN

1.1 Effective as of June 1, 1995, Financial Security Assurance Holdings Ltd. established for the benefit of certain of its employees, certain employees of its affiliates or subsidiaries and certain members of its board of directors an unfunded plan by which an eligible employee or eligible director can elect to defer, respectively, receipt of all or a portion of his or her compensation or fees. This plan was amended and restated as of July 10, 2000. This plan, as so amended and restated, is known as the Financial Security Assurance Holdings Ltd. Deferred Compensation Plan.

ARTICLE II

DEFINITIONS

Unless the context otherwise requires, the following terms, when used herein, shall have the meaning assigned to them in this Article II.

2.1 The term "Account" shall mean a Participant's individual account, as described in Article VIII of the Plan.

2.2 The term "Beneficiary" shall mean the person or persons designated by the Participant (including an individual, trust, estate, partnership, association, company, corporation or any other entity), pursuant to Article VII of the Plan, to receive benefits under the Plan in the event of the Participant's death.

2.3 The term "Board" shall mean the Board of Directors of the Company.

2.4 The term "Bonus" shall mean: (i) bonus compensation payable in cash;
(ii) bonus compensation payable in respect of an "Equity Bonus" awarded under the Equity Participation Plan; (iii) an amount payable pursuant to a "Performance Shares" award under the Equity Participation Plan; and (iv) any other incentive, performance related or other payment that, absent deferral pursuant to the Plan, would constitute taxable income to the Participant.

2.5 The term "Committee" shall mean the Human Resources Committee of the Board.

2.6 The term "Company" shall mean Financial Security Assurance Holdings Ltd., a New York corporation.

2.7 The term "Compensation" shall mean, in respect of any Year and in each case before any deductions for amounts deferred under the Plan: (i) in the case of an Eligible Employee, the total of his or her annual salary and Bonus with respect to such Year; and (ii) in the case of an Eligible Director, the total of his or her fees from the Company, or any direct or indirect subsidiary thereof, with respect to such Year.

2.8 The term "Deferral Amount" shall mean the amount of Compensation that a Participant defers under the terms of the Plan.

2.9 The term "Deferral Period" shall mean the period of time during which a Participant elects to defer the receipt of the Deferral Amount under the terms of the Plan.

2.10 The term "Deferred Compensation Plan Election Change Form" shall mean the form prescribed or accepted by the Committee by which a Participant may change a previous election of a Deferral Amount.

2.11 The term "Deferred Compensation Plan Election Form" shall mean the form prescribed or accepted by the Committee by which a Participant elects a Deferral Amount.

2.12 The term "Disability" shall mean, in the case of an Eligible Employee, a determination of such condition under the Participating Company's long-term disability plan. In the case of an Eligible Director, "Disability" shall have the same meaning as set forth in the Company's long-term disability plan and the determination of this condition shall be made by the Committee.

2.13 The term "Eligible Director" shall mean any member of the Board, or any member of the board of directors of any direct or indirect subsidiary of the Company, in each case who is not an employee of the Company or any of its subsidiaries.

2.14 The term "Eligible Employee" shall mean any participant in the Company's Supplemental Executive Retirement Plan and any other employee of a Participating Company as may be designated from time to time by the Committee as eligible to participate in the Plan.

2.15 The term "Equity Participation Plan" shall mean the Financial Security Assurance Holdings Ltd. 1993 Equity Participation Plan, as amended from time to time.

2.16 The term "Participant" shall mean an Eligible Employee or Eligible Director who defers payment of Compensation under the terms of the Plan, including any former Eligible Employee or Eligible Director who is receiving or will become eligible to receive benefits under the Plan at a later date.

2.17 The term "Participating Company" shall mean, with respect to an Eligible Employee, the Company or any affiliate or subsidiary of the Company employing an Eligible Employee.

2.18 The term "Plan" shall mean the Financial Security Assurance Holdings Ltd. Deferred Compensation Plan, as set forth herein and as amended from time to time.

2.19 The term "Year" shall mean the initial period from June 1, 1995 through December 31, 1995 and each 12-month calendar year thereafter beginning with January 1, 1996.

ARTICLE III

PARTICIPATION

3.1 Each Eligible Employee and each Eligible Director shall become a Participant, as of the date specified in Section 3.2, by electing a Deferral Amount in accordance with Section 4.1.

3.2 An Eligible Employee or Eligible Director shall become a Participant in the Plan as of the date a Deferral Amount is credited to his or her Account and shall remain a Participant until the complete distribution of the Participant's Account, subject to Article VII hereof.

3.3 Notwithstanding anything in the Plan to the contrary, the Committee shall be authorized to take such steps as may be necessary to ensure that the Plan is and remains at all times an unfunded deferred compensation arrangement for a select group of management or highly compensated employees, within the meaning of the Employee Retirement Income Security Act of 1974, as amended from time to time.

ARTICLE IV

DEFERRAL ELECTIONS

4.1 Except with respect to the initial Year, in December of each Year, each Eligible Director then serving and each Eligible Employee then employed at a Participating Company shall have the right to determine his or her Deferral Amount for the next Year, subject to the limitations set forth in this Article
IV. With respect to the initial Year, the election of a Deferral Amount by an Eligible Employee, or by an Eligible Director, can be made within thirty days after the effective date of the Plan but only with respect to Compensation for services rendered subsequent to the election. Subject to Section 4.3, such Deferral Amount shall reduce the amount that is to be paid to the Participant for the Year of reference. With respect to an Eligible Employee, a separate election for a Year may be made with respect to salary payable in that Year and with respect to a Bonus payable for that Year, including a separate election with respect to any amount payable in respect of "Performance Shares" or "Equity Bonuses", or any other component of Bonus, as the case may be, awarded pursuant to the Equity Participation Plan.

4.2 An Eligible Employee or Eligible Director who does not elect a Deferral Amount in December of any Year (or on or prior to June 30, 1995 with respect to the initial Year) will not be permitted to make such an election until the following December, effective for the following Year.

4.3 No deferral agreement with respect to a Year shall provide for a Deferral Amount of less than $5,000 for such Year; provided, however, that an election by an Eligible Employee with respect to salary or Bonus may be conditioned upon the amount of the Eligible Employee's salary or Bonus (or component thereof) awarded.

4.4 Any election of a Deferral Amount shall be effected by the execution of a valid Deferred Compensation Plan Election Form, timely filed with the Company, and shall be irrevocable for the Year with respect to which the election is made.

4.5 Each validly executed and timely filed Deferred Compensation Plan Election Form shall be effective solely with respect to the specified Year. An Eligible Director or Eligible Employee who wishes to elect a Deferral Amount with respect to a succeeding Year must make a separate and timely election for such Year.

4.6 An election with respect to a Deferral Amount for a Year must specify the Deferral Period applicable to that Deferral Amount. With respect to a Deferral Amount for any Year, the Participant may elect a Deferral Period of a specific number of years, provided that in no event may the number of years be less than three (3). Alternatively, the Participant may elect a Deferral Period which ends on his or her termination of employment or directorship, as the case may be, or the earlier or later of such termination or a specified number of years pursuant to the preceding sentence. A Participant may elect a different Deferral Period for each Year's Deferral Amount or for any specified portion of any Year's Deferral Amounts. A Participant may elect to extend, but not shorten, a previously elected Deferral Period at any time at least 12 months before the end of such previously elected Deferral Period by the execution of a valid Deferred Compensation Plan Election Change Form, timely filed with the Company. If such previously elected Deferral Period ended upon termination of employment or directorship, then a Deferred Compensation Plan Election Change Form shall only be effective in respect of Deferral Amounts that would not otherwise have been distributed at least 12 months after the filing of such Form.

4.7 Each deferral election also must specify the payment option that will apply for the Deferral Amount, or any portion thereof, for that Year, and earnings credited on that amount. The normal form of payment shall be a lump sum payment. A Participant may elect that the distribution be made in installments payable over a specified number of years, not longer than 15 years; provided, however, that in no event may installment payments be elected over a number of years that is more than the Participant's life expectancy or the life expectancy of the designated primary Beneficiary, whichever is greater. If a Participant elects the installment payment option, the Participant also must elect whether installments should be made annually, quarterly or monthly. Different payment options may be elected with respect to the Deferral Amount, or any portion thereof, for each Year, and earnings credited on such amount. At any time at least 12 months before the end of a Deferral Period, a Participant may make the following changes to the payment option previously elected with respect to the Deferral Amount corresponding to such Deferral Period:

(a) a Participant who previously elected a lump sum payment with respect to a Deferral Amount may select an installment payment option described in this Section 4.7 of the Plan; and

(b) a Participant who previously elected an installment payment option described in this Section 4.7 with respect to a Deferral Amount may select a different installment payment option described in this
Section 4.7 which provides for the payment of the Deferral Amount over a longer, but not a shorter, period of time.

Any such change in payment options shall be made by the execution of a valid Deferred Compensation Plan Election Change Form, timely filed with the Company. If such previously elected Deferral Period ended upon termination of employment or directorship, then a Deferred

Compensation Plan Election Change Form shall only be effective in respect of Deferral Amounts that would not otherwise have been distributed at least 12 months after the filing of such Form.

4.8 Anything in Section 4.6 or 4.7 to the contrary notwithstanding, on his or her Deferred Compensation Plan Election Form the Participant may elect that in the event of his or her death or Disability any Deferral Period or form of distribution election otherwise applicable to a Deferral Amount is nullified and: (i) distribution shall be made after the date of Disability or death; and
(ii) distribution of his or her entire Account, or of any Deferral Amount, shall be made either in a lump sum or in installments payable over a specified number of years, not longer than 15. Unless otherwise elected pursuant to the preceding sentence, in the event of the Participant's death or Disability, payment of a Participant's Account shall be made in the form of a lump sum as soon as administratively practicable following the date of death or Disability. Any election made pursuant to this Section 4.8 may be changed at any time prior to death or Disability by the execution of a valid Deferred Compensation Plan Election Change Form, timely filed with the Company.

ARTICLE V

CREDITING OF DEFERRAL AMOUNTS AND
ACCRUAL OF INVESTMENT GAINS OR LOSSES

5.1 All deferral amounts will be withheld from the electing Participant's Compensation and credited on the Company's books in the Account maintained in such Participant's name.

5.2 Each month, the balance of each Participant's Account shall be credited with earnings or investment gains and losses as provided below. The Committee may establish procedures permitting Participants to designate one or more investment benchmarks specified by

the Chief Executive Officer or the Committee for the purpose of determining the earnings or investment gains and losses to be credited or debited to a Participant's Account. Investment benchmarks so specified may be made available to all Participants or selected Participants as the Chief Executive Officer or the Committee may designate. The Committee shall have the sole discretion to make such rules as it deems desirable with respect to the administration of any such investment benchmark procedures, including rules permitting the Participant to change the designation of investment benchmarks to be used to measure the value of the Account. The Committee, however, retains the discretion at any time to change the investment benchmarks available to Participants, including any investment benchmarks previously specified by the Chief Executive Officer, or to discontinue the investment benchmark procedure. If the Committee fails to implement an investment benchmark procedure or discontinues such procedure, or if the Participant fails to designate properly an investment benchmark, the Participant's Account shall be credited with earnings at a rate determined by the Committee in its sole discretion, utilizing whatever factors or indicia it deems appropriate; provided, however, that the rate of return on a Participant's Account in such circumstances shall not be less than the Chase Bank prime rate plus one percent. Nothing in this Article V or in the Committee's rules shall give a Participant the right to require the Company or a Participating Company to acquire any asset for the Account of the Participant, and if the Company or a Participating Company acquires any asset, or causes a trustee on its behalf to acquire any asset, to permit it to satisfy its obligations to pay the Participant's Deferral Amount, the Participant shall have no right or interest in any such asset, which shall be held by the Company or the Participating Company subject to the rights of all unsecured creditors of the Company or the Participating Company. The rights of the Participant with respect to any designation of one or more investment benchmarks for measuring the value of any Account hereunder shall be expressly subject to the provisions of Article IX of the Plan.

ARTICLE VI

COMMENCEMENT OF BENEFITS

6.1 At the end of the Deferral Period selected by a Participant with respect to each Deferral Amount or, if applicable, termination of employment with a Participating Company or of status as an Eligible Director, the amount credited with respect to such Deferral Amount shall be distributable to such Participant in the form of payment selected, commencing as soon as administratively practicable.

6.2 Notwithstanding Section 6.1, each Participant's Account shall be distributed in accordance with Section 4.8 in the event of the Participant's death or Disability.

6.3 Notwithstanding any other provision of the Plan to the contrary, the Committee, in its sole discretion, shall have the right, but shall not be required, to distribute all or any portion of a Participant's benefits under the Plan in the form of any investment or security chosen by the Participant at any time as an investment benchmark for measuring the value of his or her Account pursuant to Section 5.2 of the Plan.

6.4 If the Participant or the Participant's Beneficiary is entitled to receive any benefits hereunder and is in his or her minority, or is, in the judgment of the Committee, legally, physically or mentally incapable of personally receiving and receipting any distribution, the Committee may make distributions to a legally appointed guardian or to such other person or institution as, in the judgment of the Committee, is then maintaining or has custody of the payee.

6.5 After all benefits have been distributed in full to the Participant or to the Participant's Beneficiary, all liability under the Plan to such Participant or to his or her Beneficiary shall cease.

6.6 To the extent required by law in effect at the time payments are made, the Company or other Participating Company shall withhold from payments made hereunder the minimum taxes required to be withheld by the federal or any state or local government, or such greater withholding amount as a Participant or the Participant's Beneficiary may designate.

ARTICLE VII

BENEFICIARY DESIGNATION

The Participant may, at any time, designate a Beneficiary or Beneficiaries to receive the benefits payable in the event of his or her death (and may designate a successor Beneficiary or Beneficiaries to receive any benefits payable in the event of the death of any other Beneficiary). Each Beneficiary designation shall become effective only when filed in writing with the Company during the Participant's lifetime on a form prescribed or accepted by the Company (a "Beneficiary Designation Form"). The filing of a new Beneficiary Designation Form will cancel any Beneficiary Designation Form previously filed. If no Beneficiary shall be designated by the Participant, or if the designated Beneficiary or Beneficiaries shall not survive the Participant, payment of the Participant's Account shall be made to the Participant's estate. If a Participant designated that payments be made in installments and did not designate a successor Beneficiary, the Beneficiary of such Participant may submit a Beneficiary Designation Form in respect of himself or herself and the provisions of the Plan shall apply to such Beneficiary as if the Beneficiary were the Participant hereunder.

ARTICLE VIII

MAINTENANCE AND VALUATION OF ACCOUNTS

8.1 The Company shall establish and maintain a separate bookkeeping Account on behalf of each Participant. The value of an Account as of any date shall equal the Participant's Deferral Amounts theretofore credited to such Account plus the earnings and investment gains and losses credited to such Account in accordance with Article V of the Plan through the day preceding such date and less all payments made by the Company to the Participant or his or her Beneficiary or Beneficiaries through the day preceding such date.

8.2 Each Account shall be valued by the Company as of each December 31 or on such more frequent dates as designated by the Company. Accounts also may be valued by the Company as of any other date as the Company may authorize for the purpose of determining payment of benefits, or any other reason the Company deems appropriate.

8.3 The Company shall submit to each Participant, within 60 (sixty) days after the close of each Year, a statement in such form as the Company deems desirable setting forth the balance standing to the credit of each Participant in his or her Account, including Deferral Amounts, earnings and investment gains or losses and Deferral Periods.

ARTICLE IX

FUNDING

9.1 The benefits contemplated hereunder may be paid directly by the Company, any other Participating Company or through any trust established by the Company hereunder to assist in meeting its obligations. Nothing contained herein, however, shall create any obligation on the

part of the Company or any other Participating Company to set aside or earmark any monies or other assets specifically for payments under the Plan.

9.2 Notwithstanding anything in the Plan to the contrary, Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any specific property or assets of the Company or any other Participating Company, nor shall they be beneficiaries of, or have any rights, claims or interests in, any funds, securities, life insurance policies, annuity contracts, or the proceeds therefrom, owned or which may be acquired by the Company. Such funds, securities, policies or other assets shall not be held in any way as collateral security for the fulfillment of the obligations under the Plan. Any and all of such assets shall be, and remain, for purposes of the Plan, the general unpledged, unrestricted assets of the Company or Participating Company, as the case may be.

9.3 The obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company, or Participating Company pursuant to the succeeding sentence, to pay money in the future. By action of its board of directors, any Participating Company may assume joint and several liability with the Company with respect to any obligations under the Plan for Eligible Employees or Eligible Directors of the Participating Company.

ARTICLE X

AMENDMENT AND TERMINATION

10.1 The Board, or its duly authorized delegates, may at any time amend the Plan in whole or in part; provided, however, that no amendment shall be effective to decrease the accrued benefits or rights of any Participant under the Plan. Written notice of any such amendment shall be given to each Participant.

10.2 The Board may at any time terminate the Plan; provided, however, that such termination shall not decrease the accrued benefits or rights of any Participant under the Plan. Upon any termination of the Plan under this Section 10.2, each Participant shall cease to make deferrals under the Plan, and all amounts shall prospectively cease to be deferred for the balance of such Year. Accounts shall be maintained and distributed pursuant to such terms, at such times and upon such conditions as were effective immediately prior to the termination of the Plan; provided, however, that the Committee, in its discretion, may direct that all benefits payable under the Plan be distributed in the form of a lump sum distribution following the Plan's termination.

ARTICLE XI

FINANCIAL HARDSHIP WITHDRAWALS

11.1 Subject to the provisions set forth herein, a Participant may withdraw up to 100% (one hundred percent) of his or her Account balance as necessary to satisfy immediate and heavy financial needs of the Participant which the Participant is unable to meet from any other resource reasonably available to the Participant. The amount of such hardship withdrawal may not exceed the amount required to meet such need.

11.2 (a) Upon written application, the Committee, in its sole discretion, may grant a withdrawal to the Participant for any of the following unforeseen financial hardships:

(i) unusual medical expenses incurred by the Participant for the Participant or his or her dependents;

(ii) threat of foreclosure upon or eviction from the Participant's primary residence; or

(iii) any other situation which the Committee shall deem to constitute financial hardship.

(b) The Participant shall be required to furnish evidence of purpose and need to the Committee on forms prescribed by or acceptable to the Company.

11.3 For purpose of determining the Participant's Account under this Article XI, the earnings and investment gains and losses credited to the Participant's Account shall be determined pursuant to Section 5.2 as if the Participant had terminated employment with the Company as of the date of the relevant hardship withdrawal distribution made hereunder.

11.4 Notwithstanding any other provision of the Plan to the contrary, upon written application of a Participant, the Committee may, in the case of financial hardship, authorize the cessation of deferrals by such Participant.

ARTICLE XII

ADMINISTRATION

12.1 The administration of the Plan shall be vested in the Committee.

12.2 The Committee shall have general charge of the administration of the Plan and shall have full power and authority to make its determinations effective. All decisions of the Committee shall be by a vote of the majority of its members and shall be final and binding unless the Board shall determine otherwise. Members of the Committee, whether or not Eligible Employees or Eligible Directors, shall be eligible to participate in the Plan while serving as a member of the Committee, but a member of the Committee shall not vote or act upon any matter which relates solely to such member as a Participant. The Committee may delegate to any agent

or to any sub-committee or member of the Committee its authority to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time by the Committee.

12.3 In addition to all other powers vested in it by the Plan, the Committee shall have power to interpret the Plan, to establish and revise rules and regulations relating to the Plan and to make any other determinations that it believes necessary or advisable for the administration of the Plan. The Committee shall have absolute discretion and all decisions made by the Committee pursuant to the exercise of its authority (including, without limitation, any interpretation of the Plan) shall be final and binding, in the absence of arbitrary or capricious action, on all persons and shall be accorded the maximum deference permitted by law.

12.4 The Company shall indemnify and hold harmless the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to the Plan to the fullest extent permitted by law.

ARTICLE XIII

GENERAL PROVISIONS

13.1 Neither the establishment of the Plan, nor any modification thereof, nor the creation of an Account, nor the payment of any benefits shall be construed: (a) as giving the Participant, Beneficiary or other person any legal or equitable right against the Company unless such right shall be specifically provided for in the Plan or conferred by affirmative action of the Company in accordance with the terms and provisions of the Plan; or (b) as giving an Eligible Employee the right to be retained in the service of a Participating Company or to continue as a member of the Board or the board of directors of any Participating Company, and the Participant

shall remain subject to discharge or removal to the same extent as if the Plan had never been established.

13.2 No interest of any Participant or Beneficiary hereunder shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant's Beneficiary.

13.3 All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

13.4 Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and delivered, or sent by registered or certified mail, to the principal office of the Company, directed to the attention of each of the President and the General Counsel of the Company. Such notice shall be deemed given as of the date of receipt.

13.5 Should any provision of the Plan or any rule or procedure thereunder be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions of the Plan, or any rule or procedure thereunder, unless such invalidity shall render impossible or impractical the functioning of the Plan, and, in such case, the appropriate parties shall immediately adopt a new provision or rule or procedure to take the place of the one held illegal or invalid.

13.6 Any dispute, controversy or claim between the Company and any Participant, Beneficiary or other person arising out of or relating to the Plan shall be settled by arbitration conducted in the City of New York, in accordance with the Commercial Rules of the American Arbitration Association then in force and New York law. In any dispute or controversy or claim

challenging any determination by the Committee, the arbitrator(s) shall uphold such determination in the absence of the arbitrator's finding of the presence of arbitrary or capricious action by the Committee. The arbitration decision or award shall be final and binding upon the parties. The arbitration shall be in writing and shall set forth the basis therefor. The parties hereto shall abide by all awards rendered in such arbitration proceedings, and all such awards may be enforced and executed upon in any court having jurisdiction over the party against whom enforcement of such award is sought. Each party shall bear its own costs with respect to such arbitration, including reasonable attorneys' fees; provided, however, that: (i) the fees of the American Arbitration Association shall be borne equally by the parties; and (ii) if the arbitration is resolved in favor of the Participant, Beneficiary or other person asserting a claim under the Plan, such person's cost of the arbitration and the fees of the American Arbitration Association shall be paid by the Company.

13.7 Nothing contained herein shall preclude a Participating Company from merging into or with, or being acquired by, another business entity.

13.8 The liabilities under the Plan shall be binding upon any successor or assign of the Company, or of another Participating Company that has assumed liability pursuant to Section 9.3, and upon any purchaser of substantially all of the assets of the Company or such Participating Company. Subject to Section 10.2, this Plan shall continue in full force and effect after such an event, with all references to the "Company" or a "Participating Company" herein referring also to such successor, assignor or purchaser, as the case may be.

13.9 The Plan shall be governed by the laws of the State of New York to the extent they are not preempted by the Employee Retirement Income Security Act of 1974, as amended from time to time.

13.10 The titles of the Articles in the Plan are for convenience of reference only, and, in the event of any conflict, the text rather than such titles shall control.

Exhibit 10.2

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

Supplemental Executive Retirement Plan

As Amended and Restated

as of July 10, 2000

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

Supplemental Executive Retirement Plan

CONTENTS

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ARTICLE 1   Purposes of Plan...............................................  1

ARTICLE 2   Definitions....................................................  1

ARTICLE 3   Participation..................................................  3

ARTICLE 4   Restoration of Benefits........................................  3

ARTICLE 5   Administration and General Provisions............................7

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
Supplemental Executive Retirement Plan

ARTICLE 1. Purposes of Plan.

1.1 Financial Security Assurance Inc. adopted the Financial Security Assurance Inc. Supplemental Executive Retirement Plan (the "Plan"), effective January 1, 1989, in order to restore the pension benefits of selected current and future key employees whose benefits under the Financial Security Assurance Inc. Money Purchase Plan are limited by reason of certain limitations imposed by Section 401(a)(17), Section 415 and other provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan was previously amended and restated in its entirety, and adopted by Financial Security Assurance Holdings Ltd. effective as of January 1, 1995, and subsequently amended on February 12, 1997, and amended and restated as of February 25, 1999. The Plan is hereby amended and restated in its entirety, and adopted by Financial Security Assurance Holdings Ltd. effective as of July 10, 2000. The benefits, if any, with respect to any employee who terminated employment prior to the effective date of any amendment shall be determined in accordance with the provisions of the Plan as in effect as of such termination date.

ARTICLE 2. Definitions.

For purposes of the Plan, the following terms shall have the meanings set forth below:

2.1 "Account" shall mean the account established for a Participant under the Plan to which contributions and earnings are credited.

2.2 "Basic Plan" shall mean the Financial Security Assurance Inc. Money Purchase Plan as adopted and amended.

2.3 "Beneficiary" shall mean the person or persons designated by the Participant to receive benefits under the Plan in the event of the Participant's death. If there is no Beneficiary surviving the Participant, any death benefit payable hereunder shall be paid to the Participant's estate.

2.4 "Board" shall mean the Board of Directors of the Company.

2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.6 "COLI" shall mean the corporate owned life insurance purchased by a Participating Company on a Participant's life pursuant to the Plan.

2.7 "Committee" shall mean the Human Resources Committee of the Board acting on the majority vote of such Committee.

2.8   "Company" shall mean Financial Security Assurance Holdings Ltd., a New
      York corporation.

2.9   "Compensation" shall mean, with respect to each Plan Year, the
      Participant's annual base salary, cash bonus, any bonus in lieu of which
      an "Equity Bonus" has been granted pursuant to the Company's 1993 Equity
      Participation Plan or any successor plan and any amount deferred pursuant
      to the Company's Deferred Compensation Plan (other than deferrals related
      to "Performance Share" awards); provided, however, that in no case shall
      such Compensation exceed $1 million in any Plan Year.

2.10  "Disability" shall mean the Participant's eligibility for disability
      benefits under his or her Participating Company's long term disability
      plan.

2.11  "Discharge for Cause" shall mean an Employee's termination of employment
      by a Participating Company due to such Employee's willful misconduct or
      gross negligence in respect of his or her duties of employment with the
      Participating Company including, but not limited to, conviction for a
      felony or perpetration of a common law fraud, which has resulted in or is
      likely to result in material economic damage to a Participating Company.

2.12  "Employee" shall mean any individual employed by a Participating Company
      on or after January 1, 1989 to whom benefits are payable under the Basic
      Plan.

2.13  "Participant" shall mean an Employee who is a member of a select group of
      management or highly compensated employees and who has been designated by
      the Committee for participation in the Plan pursuant to Section 3.1.

2.14  "Participating Company" shall mean the Company or any subsidiary or
      affiliate of the Company employing a Participant.

2.15  "Plan" shall mean the Financial Security Assurance Holdings Ltd.
      Supplemental Executive Retirement Plan as set forth herein, previously
      known as, and unless specifically provided to the contrary shall include,
      the Financial Security Assurance Inc. Supplemental Executive Retirement
      Plan.

2.16  "Plan Year" shall mean each calendar year beginning after December 31,
      1988.

2.17   "SERP Election Change Form" shall mean the form prescribed or accepted by
       the Committee by which a Participant may change a previous distribution
       election.

2.18  "Years of Service" shall mean "Years of Service for Vesting" as defined
      under the Basic Plan.

      Where used herein, the masculine gender shall be deemed, where applicable,
      to include the feminine gender, and references to the singular shall be
      deemed, where applicable, to include the plural.

ARTICLE 3. Participation.

3.1 At any time during the Plan Year, the Chief Executive Officer may recommend an Employee to the Committee for participation in the Plan. Upon receiving such recommendation, the Committee shall timely act upon it and shall notify the Employee in the event he or she is designated a Participant and the date as of which such participation commences. Unless otherwise determined by the Chief Executive Officer or the Committee, each Employee attaining the rank of Director, Managing Director, Associate General Counsel, General Counsel, Executive Vice President, President or Chairman shall be deemed to have been designated as a Participant by the Committee for all purposes of the Plan. Unless otherwise determined by the Committee, once an Employee has been approved by the Committee as a Participant in the Plan, such Employee shall remain a Participant until all of his or her benefits with respect to the Plan have been paid or forfeited.

ARTICLE 4. Restoration of Benefits.

4.1 Amount of Restoration of Benefits. Subject to Sections 4.3(b), 4.5 and 5.2 of the Plan, the Account of a Participant who is in service with a Participating Company on the last day of the Plan Year, and whose pension benefits under the Basic Plan for such Plan Year are limited by the application of Section 401(a)(17) of the Code, Section 415 of the Code and other limits under the Code on the inclusion of deferred amounts for contribution purposes, shall be credited with an amount equal to the difference between:

(a) the amount of contribution related to Compensation which would have been payable to or in respect of the Participant under the Basic Plan without regard to the maximum annual pension limitation in
Section 415 of the Code or the pensionable compensation limitation in Section 401(a)(17) of the Code or the exclusion of certain deferred amounts, and

(b) the amount of contribution related to Compensation actually payable to or in respect of the Participant under the Basic Plan.

4.2 Vesting. A Participant shall be 100% vested in his or her Account upon attaining age 55, upon his or her death or Disability while in the employ of a Participating Company or upon the termination of the Plan pursuant to
Section 5.2. Except as provided in Section 5.4, if a Participant terminates employment prior to an event specified in the preceding sentence, such Participant shall be vested in his or her Account in accordance with the following schedule:

Completed Years of Service          Percentage
--------------------------          ----------

            Less than  2                 0
                       2                 20
                       3                 40
                       4                 60
                       5                 80
               6 or more                100

4.3 Crediting of Investment Gain/Loss.

(a) The balance of each Participant's Account shall be credited with earnings and investment gains and losses as provided below. The Committee may establish procedures permitting Participants to designate one or more investment benchmarks specified by the Chief Executive Officer or the Committee for the purpose of determining the earnings or investment gains and losses to be credited or debited to a Participant's Account. Investment benchmarks so specified may be made available to all Participants or selected Participants as the Chief Executive Officer or the Committee may designate. The Committee shall have the sole discretion to make such rules as it deems desirable with respect to the administration of any such investment benchmark procedures, including rules permitting the Participant to change the designation of investment benchmarks to be used to measure the value of the Account. The Committee, however, retains the discretion at any time to change the investment benchmarks available to Participants, including any investment benchmarks previously specified by the Chief Executive Officer, or to discontinue the benchmark procedure. If the Committee fails to implement an investment benchmark procedure or discontinues such procedure, or if the Participant fails to designate properly an investment benchmark, the Participant's Account shall be credited with earnings at a rate determined by the Committee in its sole discretion, utilizing whatever factors or indicia it deems appropriate; provided, however, that the rate of return on a Participant's Account in such circumstances shall not be less than the Chase Bank prime rate plus one percent.

(b) Notwithstanding paragraph (a) above, if the COLI on a Participant's life remains in effect (applicable to certain Participants in the Plan prior to December 31, 1994), the amount credited to the Participant's Account pursuant to Section 4.1 shall first be used to pay the premiums on the COLI. Any amount credited pursuant to
Section 4.1 in excess of the amount needed to pay the premiums on the COLI shall be credited with earnings and investment gains and losses in the manner provided in paragraph (a) above.

(c) Nothing in this Section 4.3 or in the Committee's rules shall give a Participant the right to require the Company or a Participating Company to acquire any asset for the Account of the Participant, and if the Company or a Participating Company acquires any asset, or causes a trustee on its behalf to acquire any asset, to permit it to satisfy its obligations to pay the balance of the Participant's Account, the Participant shall have no right or interest in any such asset, which shall be held by the Company or the Participating Company subject to the rights of all unsecured creditors of the Company or the Participating Company. The rights of the Participant with respect to any designation of one or more investment benchmarks for measuring the value of any Account hereunder shall be expressly subject to the provisions of Section 5.6 of the Plan.

4.4 Form and Timing of Election.

(a) Except as otherwise provided herein, payment of the Participant's vested Account Balance shall be made as soon as administratively practicable following the Participant's death, Disability or other termination of employment (a "Distribution Event"). Effective February 12, 1997, a Participant may elect a date subsequent to the Participant's death, Disability or other termination of employment on which all or any portion of the amounts previously credited to his or her Account shall be distributed. Effective July 10, 2000, a Participant may elect to extend, but not accelerate, a previously elected distribution date at any time at least 12 months before such previously elected distribution date by the execution of a SERP Election Change Form, timely filed with the Company, provided that a SERP Election Change Form shall only be effective in respect of amounts that would not otherwise have been distributed at least 12 months after the filing of such Form.

(b) The Participant may elect that his or her vested Account Balance be distributed in a lump sum or in installments payable over a specified number of years, not longer than 15 years; provided, however, that in no event may installment payments be elected over a number of years that is more than the Participant's life expectancy or the life expectancy of the designated primary Beneficiary, whichever is greater, at the time the Participant elects a form of distribution. If a Participant elects the installment option, the Participant must also elect whether installments should be made annually, quarterly or monthly. A Participant may specify different payment options (i) for different percentages or dollar amounts of a Participant's vested Account Balance; or (ii) in the event of the death or Disability of the Participant. Distributions will be in the form of a lump sum (i) if the Participant did not choose a different distribution option or (ii) in the event of death or Disability, if the Participant did not expressly choose a different distribution option in the event of death or Disability.

(c) A Participant shall make an election with respect to the form of distribution on or before the date three months after an Employee becomes a Participant; provided, however, that a Participant shall be entitled to change his or her form-of-distribution election with respect to amounts thereafter contributed or earned on his or her Account balance by making a new form-of-distribution election applicable to such future balances. Effective July 10, 2000, at any time at least 12 months before the date on which a Participant's benefit under the Plan shall be distributed, a Participant may make the following changes to the distribution option previously elected with respect to such benefit:

(i) a Participant who previously elected a lump sum payment with respect to certain amounts may elect an installment payment option described in Section 4.4(b) of the Plan with respect to such amounts; and

(ii) a Participant who previously elected an installment payment option described in Section 4.4(b) of the Plan with respect to certain amounts may select a different installment payment option described in Section 4.4(b) which provides for the payment of installments over a longer, but not a shorter, period of time with respect to such amounts.

Any such change in distribution options shall be made by the execution of a valid SERP Election Change Form, timely filed with the Company, provided that a SERP Election Change Form shall only be effective in respect of amounts that would not otherwise have been distributed at least 12 months after the filing of such Form.

(d) A form-of-distribution election and any change to a form-of-distribution election shall be effective upon submission to the Committee or its designee and compliance with all applicable requirements established by the Committee, provided that the Committee retains the right, at its election, to make payments in a lump sum if it elects, in its sole discretion, to do so notwithstanding any form-of-distribution election or any change thereto requesting an installment option. Notwithstanding any contrary provision in the Plan, the Committee, in its sole discretion, retains the right, but shall have no obligation, to distribute all or any portion of a Participant's vested Account Balance in the form of any security or other investment chosen by the Participant as an investment benchmark for measuring the value of his or her Account pursuant to Section 4.3(a) of the Plan. Further, notwithstanding any contrary provision in the Plan, any distribution to a Participant otherwise payable hereunder shall be deferred until no later than January 2 in the year following termination of the Participant's employment with the Company (and its subsidiaries) to the extent that such distribution, if not so deferred, would be disallowed as a tax deduction by the Company pursuant to Section 162(m) of the Code (or any successor provision).

4.5 Benefit Restoration With Respect to Certain Bonus Payments. In the event that a Participating Company accelerates the payment of bonuses for any Plan Year by paying bonuses which would otherwise be payable in the following Plan Year, and such payment causes a Participant to be credited with a lower total contribution under the Basic Plan and the Plan by virtue of the limitations provided in the Basic Plan and the limitations on the amount of Compensation provided in Section 2.9 of the Plan, then, notwithstanding any such limitations, the Committee may, in its discretion, credit an additional supplemental pension contribution under the Plan for the Plan Year in which the bonuses were paid on an accelerated basis up to the amount which would otherwise be lost to the Participant by virtue of the application of the limitations in the Basic Plan and in the Plan. The aggregate amounts credited under the Plan, and the contributions actually payable to or in respect of the Participant under the Basic Plan, over a two Plan Year period consisting of the Plan Year into which the bonus was accelerated and the following Plan Year, shall not be increased by virtue of the application of this Section 4.5.

ARTICLE 5. Administration and General Provisions.

5.1 Administration.

(a) The Plan shall be administered by the Committee in accordance with the administrative provisions of the Basic Plan. The Committee shall have full power and authority to interpret, construe and administer the Plan, and review claims for benefits under the Plan, and the Committee's interpretations and constructions of the Plan and actions thereunder shall be binding and conclusive on all persons and for all purposes.

(b) The Committee shall establish and maintain Plan records and may arrange for the engagement of such certified public accountants, actuarial consultants or legal counsel, and make use of such agents and clerical or other personnel, as they shall require or may deem advisable for purposes of the Plan. The Committee may rely upon the written opinion of such counsel and the consultants or accountants engaged by the Committee and may delegate to any agent or to any sub-committee or member of the Committee its authority to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time by the Committee.

(c) To the maximum extent permitted by applicable law, no member of the Committee shall be personally liable by reason of any contract or other instrument executed by him or her in his or her capacity as a member of the Committee, nor for any mistakes of judgment made in good faith, and the Company shall indemnify and hold harmless, directly from its own assets (including the proceeds of any insurance policy the premiums of which are paid from the Company's own assets), each member of the Committee and each officer, employee or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan or to the engagement or control of the assets of the Plan may be delegated or allocated, against any cost or expense (including counsel fees) or liability including any sum paid in settlement of a claim with the approval of the Company arising out of any act or omission to act in connection with the Plan.

5.2 Amendment and Termination. The Plan may be amended, suspended or terminated, in whole or in part, by the Board, but no such action shall retroactively impair or otherwise adversely affect the rights of any person to receive benefits under the Plan which have accrued prior to the date of such action, as determined by the Committee; provided, however, that the amount of any future contribution payable to or in respect of a Participant may be reduced by the amount of any increase in the amount of pension actually payable to the Participant or Beneficiary under the Basic Plan due to any increases in benefits payable under the Basic Plan (whether due to changes in Code Sections 401(a)(17) and 415 limitations or otherwise) subsequent to the Participant's retirement. Anything in Section 4.4

to the contrary notwithstanding, in the event of the termination of the Plan, the Committee may direct that all Account balances be distributed in the form of a lump sum distribution.

5.3 Company's Right to Discharge Employees. Nothing contained herein will confer upon any Participant or other employee the right to be retained in the employ of any Participating Company, nor will it interfere with the right of any Participating Company to discharge or otherwise administer the employment and termination of Participants and other employees without regard to the existence of the Plan.

5.4 Discharge for Cause. Notwithstanding any other provisions contained in the Plan, in the event of a Participant's Discharge for Cause, such Participant and his or her Beneficiary shall forfeit all rights to any payments under the Plan.

5.5 Sale of Company. Nothing in the Plan shall preclude the Company from consolidating with or merging into or with, or transferring all or substantially all its assets to, another corporation which assumes the Plan and all obligations of the Company hereunder. Under such a consolidation, merger, or transfer of assets and assumption, the term "Company" shall refer to such other corporation and the Plan shall continue in full force and effect.

5.6 Source of Payments. Participants have the status of general unsecured creditors of the Company and the Plan constitutes a mere promise by the Company to make benefit payments in the future from its general assets; provided, however, that such payments shall be reduced by the amount of any payments made to the Participant or his or her Beneficiary from any trust or special or separate fund established by the Company to assure such payments, and if the Company shall make any investments to aid it in meeting its obligations hereunder, the Participant and his or her Beneficiary shall have no right, title or interest whatever in or to any such investments except as may otherwise be expressly provided in a separate written instrument relating to such investments. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind between the Company and any Participant or Beneficiary. By action of its Board of Directors, any Participating Company may assume joint and several liability with the Company with respect to any obligations under the Plan for Participants employed by the Participating Company.

5.7 Withholding. The Company may withhold from any benefits payable under the Plan all Federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

5.8 Expenses. All expenses incurred in administering the Plan will be paid by the Company and none will be paid by the Participant.

5.9 Assignment. No interest of any Participant or Beneficiary hereunder shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or the Participant's Beneficiary. The Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns and the Participant, his or her Beneficiary and estate.

5.10  ERISA Status of Plan. The Plan is intended to constitute an "unfunded plan
      for management or other highly compensated individuals" as defined in the
      Employee Retirement Income Security Act of 1974, as amended from time to
      time ("ERISA"), and is subject to certain provisions of ERISA, including
      certain requirements relating to reporting, disclosure, enforcement and
      claims.

5.11  Applicable Law. The Plan shall be construed, regulated and administered
      according to ERISA (to the extent applicable), the Code and the laws of
      the State of New York.

Exhibit 10.3

SHARE PURCHASE PROGRAM AGREEMENT

SHARE PURCHASE PROGRAM AGREEMENT dated as of September 4, 2000, among
DEXIA PUBLIC FINANCE BANK, a French corporation ("DPFB"), DEXIA HOLDINGS, INC., a Delaware corporation ("DHI"), and FINANCIAL SECURITY ASSURANCE HOLDINGS LTD., a New York corporation ("FSA").

WHEREAS, DPFB owns all the outstanding shares of capital stock of DHI; and DHI owns all the outstanding shares of capital stock of FSA;

WHEREAS, FSA seeks to establish a Share Purchase Program (the "Program") for directors of FSA, pursuant to which directors of FSA will be entitled to purchase from DHI shares of FSA common stock for cash, and be further entitled to resell such shares to DPFB upon the terms and subject to the conditions set forth herein; and

WHEREAS, FSA also seeks to allow directors of FSA to invest in phantom shares of FSA common stock with terms similar to the Program under the FSA Deferred Compensation Plan (the "DCP"), with FSA entitled to hedge such DCP investments by purchasing from DHI shares of FSA common stock for cash that may, in turn, be resold to DPFB upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Purchase and Sale of Program Shares by Directors. (a) Initial Subscriptions. During the Subscription Period (as defined below), DHI agrees to sell shares of FSA common stock ("Program Shares") to directors of FSA (individually, a "Participant" and, collectively, the "Participants") for a purchase price, payable in cash, of U.S. $76.00 per share; provided, however, that (a) the Subscription Period shall commence on the date hereof and terminate on the date 30 days after the date hereof; (b) each Participant may subscribe for up to U.S. $10 million of Program Shares (131,578 Program Shares); (c) such subscriptions for Program Shares may be made by submission to FSA of a duly completed Subscription Application, substantially in the form of Exhibit A hereto; (d) Program Shares shall be delivered to Participants against receipt of payment; and (e) if payment for any Program Shares is not received by DHI within 5 business days after the expiration of the Subscription Period, then the related subscription shall be null and void.

(b) Subsequent Subscriptions. After expiration of the Subscription Period, DHI agrees to sell Program Shares to Participants for a purchase price, payable in cash in U.S. dollars, equal to the Resale Price (as defined in Section 4 hereof) per share; provided, however, that (a) each Participant may subscribe for up to 131,578 Program Shares and Phantom Program Shares in the aggregate;
(b) such subscriptions for Program Shares may be made by submission to FSA of a duly completed Subscription Application,

substantially in the form of Exhibit B hereto, prior to the end of a calendar quarter, with the Resale Price determined as of the close of such calendar quarter; (c) FSA shall notify each subscribing Participant of the Resale Price (the "Resale Price Notification") within 45 days after the end of the calendar quarter in which the Participant made his or her subscription; (d) Program Shares shall be delivered to Participants against receipt of payment; and (e) if payment for any Program Shares is not received by DHI within 5 business days after receipt by the Participant of the Resale Price Notification, then the related subscription shall be null and void.

Section 2. Deemed Purchases of Phantom Program Shares; Purchase and Sale of Program Shares by FSA. (a) Initial Deemed Investments. During the Subscription Period, FSA intends to allow Participants to make phantom investments in Program Shares ("Phantom Program Shares") under the DCP; provided, however, that (a) each Participant may make deemed investments in and/or subscribe for up 131,578 Phantom Program Shares and Program Shares in the aggregate; (b) such deemed investments in Phantom Program Shares may be made by submission to FSA of a duly completed DCP Election Form, substantially in the form of Exhibit C hereto; (c) such deemed investments in Phantom Program Shares will be effected on the fifth business day after expiration of the Subscription Period, subject to the general terms and provisions of the DCP, and (d) deemed investments in Phantom Program Shares may not exceed the available account balance in the Participant's DCP account.

(b) Subsequent Deemed Investments. After expiration of the Subscription Period, FSA intends to allow Participants to make deemed investments in Phantom Program Shares under the DCP; provided, however, that (a) each Participant may make deemed investments in and/or subscribe for up to 131,578 Program Shares and Phantom Program Shares in the aggregate; (b) such deemed investments in Phantom Program Shares may be made by submission to FSA of a duly completed DCP Election Form, substantially in the form of Exhibit D hereto, prior to the end of a calendar quarter, with the Resale Price determined as of the close of such calendar quarter; (c) FSA shall notify each subscribing Participant of the Resale Price (the "Resale Price Notification") within 45 days after the end of the calendar quarter in which the Participant made his or her subscription, at which time such investment election shall be effected, subject to the general terms and provisions of the DCP; and (d) deemed investments in Phantom Program Shares may not exceed the available account balance in the Participant's DCP account.

(c) Reinvestment Restriction for Phantom Program Shares. Deemed investments under the DCP in Phantom Program Shares shall remain in such deemed investment, unless the Human Resources Committee otherwise approves, until either (i) the Deferral Period applicable to such deemed investment shall expire or (ii) FSA common shares shall cease to be outstanding;

(d) Purchase and Sale of Program Shares by FSA. At any time or from time to time, DHI agrees to sell to FSA, upon request, Program Shares up to an aggregate number of Program Shares equal to the number of Phantom Program Shares subscribed

to under the DCP, for a purchase price, payable in cash in U.S. dollars, equal to (i) U.S. $76.00 per share during the Subscription Period and (ii) the Resale Price after the Subscription Period, with ABV per Share (as defined herein) measured as of the end of the most recently completed calendar quarter. Any Program Shares acquired by FSA may be transferred by FSA to any Participant, who shall thereafter hold such Program Shares as if he or she had acquired such Program Shares during the Subscription Period.

Section 3. Restrictions on Transfer. (a) Program Shares may not be sold or otherwise transferred during the Restriction Period (as defined herein); provided, however, that (i) Program Shares may be pledged or otherwise encumbered with the consent of FSA, which consent shall not be unreasonably withheld, and (ii) Program Shares may be transferred to the Participant's beneficiaries upon death of the Participant.

(b) For purposes hereof, the Restriction Period in respect of each Participant shall commence on the date hereof and shall expire on the first to occur of (i) the fourth anniversary of the date hereof and (ii) the date on which such Participant shall cease to be a director of FSA.

(c) Each certificate evidencing Program Shares shall be registered in the name of the Participant or FSA, as the case may be, and shall bear a legend, substantially in the following form:

The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions of the Share Purchase Program Agreement among Dexia Public Finance Bank, Dexia Holdings, Inc. and Financial Security Assurance Holdings Ltd. ("FSA"), as amended from time to time. A copy of such Agreement may be reviewed upon request made to the General Counsel of FSA, at the executive offices of FSA at 350 Park Avenue, New York, New York.

Section 4. Repurchase of Program Shares by DPFB. Upon prior written notice (a "Repurchase Notice"), DPFB agrees to purchase Program Shares from FSA or, after the Restriction Period, from any Participant for a purchase price, payable in cash in U.S. dollars, equal to the Resale Price. For purposes hereof, the Resale Price shall equal the product of (a) 1.4161 and (b) the adjusted book value per share of FSA common stock ("ABV per Share") determined in accordance with the provisions for valuing performance share awards under the FSA 1993 Equity Participation Plan, as amended to date; provided that any such repurchase of Program Shares shall be made not later than the date 45 days after the end of the calendar quarter in which the Repurchase Notice shall have been delivered, with ABV per Share measured as of the close of such calendar quarter.

Section 5. Choice of Law and Forum and Service of Process. (a) To the extent that an action is required to further, or otherwise is not inconsistent with, arbitration pursuant to Section 6 hereof, each party hereby irrevocably submits to the exclusive jurisdiction of any court of general jurisdiction sitting in New York, New York, over any

action or proceeding arising out of or relating to this Agreement, and each party hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court, except that actions or proceedings to collect on judgments issued by a New York court may be brought in any jurisdiction where the losing party has assets. Each party hereby irrevocably waives the defense of an inconvenient forum to the maintenance of such action or proceeding. Each party hereby irrevocably waives, to the fullest extent it may effectively do so, any right to trial by jury of any action or proceeding arising out of or relating to this Agreement.

(b) Each party hereby agrees that process in any action or proceeding may be served by registered mail, return receipt requested, or in any other manner permitted by the rules of the court in which the action or proceeding may be brought.

Section 6. Arbitration. (a) As a condition precedent to any action, any dispute or difference arising out of this Agreement shall be referred to a Board of Arbitration (the "Board") consisting of two arbitrators and an umpire, all of whom shall be active or retired executive officers of insurance or reinsurance companies having no direct or indirect financial interest in either party or its affiliates. An arbitrator shall be chosen by each party to the dispute. The umpire shall be chosen by the two arbitrators. Arbitration may be initiated by any party to this Agreement (or by any Participant, as a third party beneficiary of this Agreement) ("Petitioner") against any party to this Agreement ("Respondent") providing the other party or parties with notice (in accordance with Section 7(c) of this Agreement) demanding arbitration and naming its arbitrator. Respondent will then have thirty (30) days within which to designate its arbitrator after receiving demand, in writing, from Petitioner. If Respondent fails to designate its arbitrator within such time, Petitioner is expressly authorized and empowered to name the second arbitrator, and Respondent will not be deemed aggrieved thereby. The arbitrators will designate an umpire within thirty (30) days after both arbitrators have been named. If the two arbitrators do not agree within thirty (30) days on the selection of an umpire, the umpire shall be designated by the Center for Public Resources, Inc. or its successor organization or, if that entity shall no longer exist and have no successor, by the American Arbitration Association.

(b) The Board shall interpret this Agreement as an honorable engagement and will make its award with a view to effecting the general purpose and intent of this Agreement in a reasonable manner, rather than in accordance with the technical interpretation of this Agreement. The Board will be relieved from all judicial formalities and may abstain from following the strict rules of the law. The decision of a majority of the Board will be final and binding upon the parties.

(c) Each party shall bear the cost of its arbitrator and one-half of the fees of the umpire. If both arbitrators are chosen by Petitioner, as provided above, each party shall bear one-half of the fees of both arbitrators and the umpire. The remaining costs of the arbitration shall be paid as the Board shall direct. Notwithstanding the foregoing, in the event of an arbitration involving a Participant in which the Participant shall prevail, in

whole or in part, then the costs of the arbitration shall be borne by the other party or parties to the arbitration.

(d) The arbitration shall take place in the City and State of New York, unless the Board designates another location with the consent of the parties. The rules and procedures for pre-hearing investigations shall be established by the Board and shall be completed within ninety (90) days after the appointment of the umpire. Petitioner shall submit its case in writing to the Board within thirty (30) days after completion of the pre-hearing investigations. Respondent shall present its response in writing within thirty (30) days after receipt of Petitioner's case in writing. A hearing shall be held within thirty (30) days after submission of Respondent's response. The Board shall render its decision within sixty (60) days after completion of the hearing unless the parties consent to an extension.

(e) The Board may alter the time periods contained in this Section 6 for good cause.

(f) This Section 6 shall survive the termination of this Agreement.

Section 7. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

(b) Amendments. Amendments of this Agreement shall be in writing and signed by each party hereto.

(c) Notices. All notices and other communications provided for under this Agreement shall be effective upon receipt, and shall be delivered to the address (or facsimile number) set forth below or to such other address (or facsimile number) as shall be designated by the recipient in a written notice to the other parties hereto:

(i) if to DPFB: Dexia Public Finance Bank, 7 a 11 quai Andre Citroen BP-1002, 75 901 Paris Cedex 15, Attention: General Counsel (Facsimile:
331-43-92-81-50);

(ii) if to DHI: Dexia Holdings, Inc., in care of Financial Security Assurance Holdings Ltd., 350 Park Avenue, New York, New York 10022, Attention: General Counsel (Facsimile: 212-339-0849); and

(iii) if to FSA: Financial Security Assurance Holdings Ltd., 350 Park Avenue, New York, New York 10022, Attention: General Counsel (Facsimile: 212-339-0849).

(d) Assignments. This Agreement may not be assigned by any party without the express written consent of the other parties. Any assignment made in violation of this Agreement shall be null and void.

(e) Counterparts. This Agreement may be executed in counterparts by the parties hereto, and all such counterparts shall constitute one and the same instrument.

(f) Third Party Beneficiaries. Each Participant (including any beneficiary or permitted successor or assign thereof) shall be a third party beneficiary of this Agreement, with the right and entitlement to enforce the provisions hereof as if he or she were a party hereto.

(g) Termination of Additional Subscriptions. At any time after expiration of the Subscription Period, DHI may, by prior written notice to FSA, terminate the right of Participants to acquire additional Program Shares under Section 1 hereof or additional Phantom Program Shares under Section 2 hereof; provided, however, that any such termination shall in no way impair any rights of FSA under Section 2(d) hereof to acquire or transfer Program Shares as provided therein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

DEXIA PUBLIC FINANCE BANK,

By:          /s/ Roland Hecht
    -------------------------------------
    Roland Hecht, President du Directoire

DEXIA HOLDINGS, INC.,

By:      /s/ James R. Miller
    -----------------------------
     James R. Miller, President

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.,

By:         /s/ Bruce E. Stern
    ---------------------------------
    Bruce E. Stern, Managing Director

Exhibit A

INITIAL SUBSCRIPTION APPLICATION

The undersigned member (the "Participant") of the Board of Directors of Financial Security Assurance Holdings Ltd. ("FSA") hereby subscribes to the number of Program Shares set forth below in accordance with Section 1(a) of the Share Purchase Program Agreement dated as of September 4, 2000 (the "Program Agreement"), among Dexia Public Finance Bank, Dexia Holdings, Inc. ("DHI"), and FSA". Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Program Agreement.

Number of Program Shares: ___________(insert number of Program Shares, not to exceed 131,578).

By execution of this Application, the Participant hereby:

(a) confirms that he or she has reviewed the Program Agreement, and accepts the restrictions on transfer, choice of law and forum and arbitration requirements specified in the Program Agreement;

(b) represents and warrants that he or she is acquiring the Program Shares for investment purposes only, and not with a view towards distribution thereof;

(c) agrees to pay to the order of DHI, within five business days after the expiration of the Subscription Period, cash in the amount of U.S. $76.00 times the number of Program Shares set forth above;

(d) acknowledges that Program Shares shall be delivered to the Participant against receipt of payment; and

(e) agrees that, if payment for any Program Shares is not received by DHI within 5 business days after the expiration of the Subscription Period, then this subscription shall be null and void.

IN WITNESS WHEREOF, the undersigned Participant has duly executed and delivered this Application as of the date set forth below.

Date: __________________ Name: ____________________________

(please print)

Signature:________________________

Exhibit B

SUBSEQUENT SUBSCRIPTION APPLICATION

The undersigned member (the "Participant") of the Board of Directors of Financial Security Assurance Holdings Ltd. ("FSA") hereby subscribes to the number of Program Shares set forth below in accordance with Section 1(b) of the Share Purchase Program Agreement dated as of September 4, 2000, as amended from time to time (the "Program Agreement"), among Dexia Publice Finance Bank, Dexia Holdings, Inc.("DHI"), and FSA. Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Program Agreement.

Number of
Program Shares: ___________ (insert number of Program Shares, not to exceed, together with current Program Shares and Phantom Program Shares, 131,578 in the aggregate).

By execution of this Application, the Participant hereby:

(a) confirms that he or she has reviewed the Program Agreement, and accepts the restrictions on transfer, choice of law and forum and arbitration requirements specified in the Program Agreement;

(b) represents and warrants that he or she is acquiring the Program Shares for investment purposes only, and not with a view towards distribution thereof;

(c) agrees to pay to the order of DHI, within five business days after receipt of the Resale Price Notification, cash in the amount of the Resale Price (determined as of the end of the calendar quarter in which FSA receives this Application) times the number of Program Shares set forth above;

(d) acknowledges that Program Shares shall be delivered to the Participant against receipt of payment; and

(e) agrees that, if payment for any Program Shares is not received by DHI within 5 business days after receipt of the Resale Price Notification, then this subscription shall be null and void.

IN WITNESS WHEREOF, the undersigned Participant has duly executed and delivered this Application as of the date set forth below.

Date: __________________ Name: ____________________________

(please print)

Signature:________________________

Exhibit C

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

Deferred Compensation Plan Investment Election Form Director Share Purchase Program

The undersigned member (the "Participant") of the Board of Directors of Financial Security Assurance Holdings Ltd. ("FSA") hereby requests that the Human Resources Committee transfer the deemed investments of his or her Account under the FSA Deferred Compensation Plan (the "Plan") as specified below to make a deemed investment in the number of Phantom Program Shares specified below as contemplated by Section 2(a) of the Share Purchase Program Agreement dated as of September 4, 2000 (the "Program Agreement"), among Dexia Public Finance Bank, Dexia Holdings, Inc., and FSA. Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Plan or the Program Agreement, as the context may require.

Fidelity Retirement Money Market Portfolio        ________%
Fidelity Investment Grade Bond Fund               ________%
Fidelity Equity Income Fund                       ________%
Fidelity U.S. Equity Index Portfolio              ________%
Fidelity Contrafund                               ________%
Fidelity Overseas Fund                            ________%
Longleaf Partners Small Cap Fund                  ________%
Warburg Pincus Capital Appreciation Fund          ________%
PIMCO Stockplus Fund                              ________%

By execution of this Application, the Participant hereby:

(a) confirms that he or she has reviewed the Program Agreement, and accepts the restrictions on transfer, choice of law and forum and arbitration requirements specified in the Program Agreement in the event that he or she should acquire actual Program Shares upon expiration of the applicable Deferral Period;

(b) agrees that, unless the Human Resources Committee otherwise approves, this deemed investment in Phantom Program Shares shall remain in effect until either (i) the Deferral Period applicable to such deemed investment shall expire or (ii) FSA common shares shall cease to be outstanding;

(c) represents and warrants that any actual Program Shares acquired in connection with Plan distribution will be acquired for investment purposes only, and not with a view towards distribution thereof;

(d) acknowledges that an amount equal to the value of any dividends paid on Program Shares shall be credited to his or her Account under the Plan;

(e) acknowledges that this investment election is not binding on the Human Resources Committee (subject to the provisions of the Plan) and the right to receive payments under the Plan represents an unfunded, unsecured obligation of FSA; and

(f) acknowledges that, to the extent that the Human Resources Committee acts on my investment change, such change will be made on the fifth business day after the expiration of the Subscription Period.

IN WITNESS WHEREOF, the undersigned Participant has duly executed and delivered this Election Form as of the date set forth below.

Date: __________________ Name: ____________________________

(please print)

Signature:________________________

Exhibit D

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

Deferred Compensation Plan Investment Election Form Director Share Purchase Program

The undersigned member (the "Participant") of the Board of Directors of Financial Security Assurance Holdings Ltd. ("FSA") hereby requests that the Human Resources Committee transfer the deemed investments of his or her current Account under the FSA Deferred Compensation Plan (the "Plan") as specified below to make a deemed investment in the number of Phantom Program Shares specified below as contemplated by Section 2(b) of the Share Purchase Program Agreement dated as of September 4, 2000, as amended from time to time (the "Program Agreement"), among Dexia Public Finance Bank., Dexia Holdings, Inc., and FSA. Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in thePlan or the Program Agreement, as the context may require.

Fidelity Retirement Money Market Portfolio        ________%
Fidelity Investment Grade Bond Fund               ________%
Fidelity Equity Income Fund                       ________%
Fidelity U.S. Equity Index Portfolio              ________%
Fidelity Contrafund                               ________%
Fidelity Overseas Fund                            ________%
Longleaf Partners Small Cap Fund                  ________%
Warburg Pincus Capital Appreciation Fund          ________%
PIMCO Stockplus Fund                              ________%
Other:  __________________(specify)               ________%

By execution of this Application, the Participant hereby:

(a) confirms that he or she has reviewed the Program Agreement, and accepts the restrictions on transfer, choice of law and forum and arbitration requirements specified in the Program Agreement in the event that he or she should acquire actual Program Shares upon expiration of the applicable Deferral Period;

(b) agrees that, unless the Human Resources Committee otherwise approves, this deemed investment in Phantom Program Shares shall remain in effect until either (i) the Deferral Period applicable to such deemed investment shall expire or (ii) FSA common shares shall cease to be outstanding;

(c) represents and warrants that any actual Program Shares so acquired will be acquired for investment purposes only, and not with a view towards distribution thereof;

(d) acknowledges that an amount equal to the value of any dividends paid on Program Shares shall be credited to his or her Account under the Plan;

(e) acknowledges that this investment election is not binding on the Human Resources Committee (subject to the provisions of the Plan) and the right to receive payments under the Plan represents an unfunded, unsecured obligation of FSA;

(f) acknowledges that the Resale Price (the deemed purchase price for the Deemed Program Shares) shall be determined as of the close of the calendar quarter in which this election form is duly submitted; and

(g) acknowledges that, to the extent that the Human Resources Committee acts on my investment change, FSA shall notify the Participant of the Resale Price (the "Resale Price Notification") within 45 days after the end of the calendar quarter in which the Participant made his or her election, at which time such investment election shall be effected, subject to the general terms and provisions of the DCP.

IN WITNESS WHEREOF, the undersigned Participant has duly executed and delivered this Election Form as of the date set forth below.

Date: __________________ Name: ____________________________

(please print)

Signature:________________________