ARTICLE I

ESTABLISHMENT AND PURPOSE OF THE PLAN

ARTICLE II

DEFINITIONS

ARTICLE III

PARTICIPATION

ARTICLE IV

DEFERRAL ELECTIONS

ARTICLE V

CREDITING OF DEFERRAL AMOUNTS AND
ACCRUAL OF INVESTMENT GAINS OR LOSSES

ARTICLE VI

COMMENCEMENT OF BENEFITS

ARTICLE VII

BENEFICIARY DESIGNATION

ARTICLE VIII

MAINTENANCE AND VALUATION OF ACCOUNTS

ARTICLE IX

FUNDING

ARTICLE X

AMENDMENT AND TERMINATION

ARTICLE XI

FINANCIAL HARDSHIP WITHDRAWALS

ARTICLE XII

ADMINISTRATION

ARTICLE XIII

ARTICLE XIV

GENERAL PROVISIONS

SHARE PURCHASE PROGRAM AGREEMENT

ARTICLE I ESTABLISHMENT AND PURPOSE OF THE PLAN

ARTICLE II DEFINITIONS

ARTICLE III PARTICIPATION

ARTICLE IV DEFERRAL ELECTIONS

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

ARTICLE VI COMMENCEMENT OF BENEFITS

ARTICLE VII BENEFICIARY DESIGNATION

ARTICLE VIII MAINTENANCE AND VALUATION OF ACCOUNTS

ARTICLE IX FUNDING

ARTICLE X AMENDMENT AND TERMINATION

ARTICLE XI FINANCIAL HARDSHIP WITHDRAWALS

ARTICLE XII ADMINISTRATION

ARTICLE XIII

ARTICLE I

ESTABLISHMENT AND PURPOSE OF THE PLAN

ARTICLE II

DEFINITIONS

ARTICLE III

PARTICIPATION

ARTICLE IV

DEFERRAL ELECTIONS

ARTICLE V

CREDITING OF DEFERRAL AMOUNTS AND
ACCRUAL OF INVESTMENT GAINS OR LOSSES

ARTICLE VI

COMMENCEMENT OF BENEFITS

ARTICLE VII

BENEFICIARY DESIGNATION

ARTICLE VIII

MAINTENANCE AND VALUATION OF ACCOUNTS

ARTICLE IX

FUNDING

ARTICLE X

AMENDMENT AND TERMINATION

ARTICLE XI

FINANCIAL HARDSHIP WITHDRAWALS

ARTICLE XII

ADMINISTRATION

1.1 Effective as of June 1, 1995, Financial Security Assurance Holdings Ltd. (the “Company”) 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 eligible employees or eligible directors can elect to defer, respectively, receipt of all or a portion of their compensation or fees. This plan, as amended and restated, is known as the Financial Security Assurance Holdings Ltd. 1995 Deferred Compensation Plan (the “1995 Deferred Compensation Plan”). Effective as of December 17, 2004, the Company established a new deferred compensation plan, serving the same purposes as the 1995 Deferred Compensation Plan, pursuant to which eligible participants can elect to defer, respectively, receipt of all or a portion of their compensation or fees earned or vested on or after January 1, 2005. This new plan, as amended from time to time, is known as the Financial Security Assurance Holdings Ltd. 2004 Deferred Compensation Plan (the “Plan”). The Plan was amended and restated as of January 24, 2005 and May 18, 2006. The Plan is further amended and restated as set forth in this Plan document, effective as of February 14, 2008, to comply with the final regulations under Section 409A of the Internal Revenue Code and to make certain other changes.

2.2 The term “Affiliate” shall mean any corporation or other business entity that would be considered a single employer with a Participating Company pursuant to Code sections 414(b) or 414(c)

2.3 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.

2.4 The term “Board” shall mean the Board of Directors of the Company.

2.5 The term “Bonus” shall mean: (i) bonus compensation payable in cash; and (ii) an amount payable pursuant to a “Performance Shares” award under the Equity Participation Plan.

2.6 The term “Claim Reviewer” shall have the meaning set forth in Section 13.4 of the Plan.

2.7 The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Any references herein to a specific section of the Code shall be deemed to refer to the rules and regulations under the Code in respect of such section, and to the corresponding provisions of any future internal revenue law and the rules and regulations thereunder.

2.8 The term “Committee” shall mean the Human Resources Committee of the Board.

2.9 The term “Company” shall mean Financial Security Assurance Holdings Ltd., a New York corporation.

2.10 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.

2.11 The term “Decisionmaker” shall have the meaning set forth in Section 13.1 of the Plan.

2.12 The term “Deferral Amount” shall mean the amount of Compensation that a Participant defers under the terms of the Plan.

2.13 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.

2.14 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.

2.15 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.

2.16 The term “Disability” shall mean, in the case of a Participant, that, as determined by the Committee, the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

2.17 The term “Disability Benefit” shall have the meaning set forth in Section 13.1 of the Plan.

2.18 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.

2.19 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.

2.20 The term “Equity Participation Plan” shall mean the Financial Security Assurance Holdings Ltd. 1993 Equity Participation Plan or 2004 Equity Participation Plan, as the case may be, in each case as amended from time to time.

2.21 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.

2.22 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.

2.23 The term “Plan” shall mean the Financial Security Assurance Holdings Ltd. 2004 Deferred Compensation Plan, as set forth herein and as amended from time to time.

2.24 The term “Separation from Service” shall mean a separation from service within the meaning of Section 409A of the Code. A Participant who is an employee will generally have a Separation from Service if the Participant voluntarily or involuntarily terminates employment with all Participating Companies and Affiliates. A termination of employment occurs if the facts and circumstances indicate that the Participant and the Participating Companies reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the Participant will perform after such date (whether as an employee, director or other independent contractor) for the Participating Companies and all Affiliates will decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee, director or other independent contractor) over the immediately preceding 36-month period (or full period of services if the Participant has been providing services for less than 36 months). Notwithstanding the foregoing, the employment relationship is treated as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed 6 months, or if longer, so long as the Participant retains the right to reemployment with a Participating Company or Affiliate under an applicable statute or

contract. When a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or to last for a period of at least 6 months and such impairment causes the Participant to be unable to perform the duties of his or her position or any substantially similar position, a 29-month maximum period of absence shall be substituted for the 6-month maximum period described in the preceding sentence.

A Participant who is a director will generally have a Separation from Service upon the expiration of all contracts and agreements under which services are performed for any Participating Company or Affiliate if the expiration constitutes a good faith and complete termination of the contractual relationship. An expiration does not constitute a good faith and complete termination of the contractual relationship if a Participating Company or Affiliate anticipates a renewal of the contractual relationship or that the director will become an employee. For this purpose, a renewal of the contractual relationship is anticipated if the director has not been eliminated as a possible future director.

If the Participant provides services as an employee and as a director, (i) the services provided as a director are not taken into account in determining whether the Participant has a Separation from Service as an employee if the Participant participates in the Plan as an employee, provided the Participant does not participate as a director in the Plan or any other nonqualified deferred compensation plan that would be aggregated with the Plan under Section 409A of the Code and (ii) the services provided as an employee are not taken into account in determining whether the Participant has a Separation from Service as a director if the Participant participates in the Plan as a director, provided the Participant does not participate as an employee in the Plan or any other nonqualified deferred compensation plan that is aggregated with the Plan

under Section 409A of the Code. If the Participant participates in the Plan or any other plan that would be aggregated with the Plan under Section 409A of the Code as both an employee and a director, the Participant will generally have a Separation from Service under the Plan when the Participant has a Separation from Service both as an employee and a director.

2.25 The term “Unforeseen Emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary or the Participant’s dependent (as defined in Section 152 of the Code without regard to Sections 152(b)(1), 152(b)(2) or 152(d)(1)(B) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

2.26 The term “Year” shall mean the calendar year.

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 Subject to Section 3.4, 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 (a) 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 and (b) satisfies the requirements of Section 409A of the Code for exclusion from gross income of amounts deferred under the Plan.

3.4 Notwithstanding anything in the Plan to the contrary, no Deferral Amount may be elected by any Eligible Director or Eligible Employee if such Deferral Amount would be subject to current income taxes in any non-U.S. jurisdiction notwithstanding any deferral of such Compensation under the Plan. To the extent that, due to a change in law or administrative oversight, a Deferral Amount is credited and would be subject to taxes as aforesaid, the Company shall distribute such Compensation, adjusted for gains or losses in accordance with Article V of the Plan, to the Participant in the form of a lump sum distribution promptly following confirmation by the Committee of such change in law or administrative oversight; provided, however, that such distribution shall be made only to the extent permitted by Section 409A of the Code for exclusion from gross income of amounts deferred under the Plan.

4.1 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. Any such Deferral Amount may be comprised of salary and/or cash Bonus payable in respect of such next Year and/or amounts payable in respect to “Performance Shares” awarded pursuant to the

Equity Participation Plan that have “Performance Cycles” scheduled to end at December 31 of such next Year and are performance-based compensation within the meaning of Section 409A of the Code; provided that deferrals of salary may only be made with the approval the Committee (or the Chief Executive in respect of all Participants). An Eligible Employee may defer an amount payable in respect to a Performance Share under the Plan only if (i) the performance objectives with respect to such Performance Share are established in writing no later than 90 days after the commencement of the performance cycle to which they relate; (ii) satisfaction of the performance objectives is substantially uncertain at the time the performance objectives are established; (iii) the Eligible Employee has performed services continuously from the later of the beginning of the performance period or the date the performance objectives are established through the date that the Eligible Employee has made an election to defer such Performance Share under the Plan; and (iv) the amount payable in respect to the Performance Share is not calculable and substantially certain to be paid under the Equity Participation Plan at the time the deferral election is made under the Plan. With respect to the initial Year, cash Bonuses payable in 2005 that were earned in 2004 and deferred in 2003 under the 1995 Deferred Compensation Plan shall be deemed to have been deferred under the Plan rather than under the 1995 Deferred Compensation Plan to the extent that the requirements of Section 409A of the Code apply to such deferrals for exclusion from gross income of such deferred cash Bonuses. 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. Subject to the foregoing, an Eligible Employee may submit a separate election for a Year with respect to salary payable in that Year, with respect to a cash Bonus payable for that Year and with respect to any amount payable in respect of “Performance Shares” awarded pursuant to the Equity Participation Plan having “Performance Cycles” scheduled to end at

December 31 of that Year. Prior to the commencement of any Year, the Chief Executive Officer or the Committee may provide, by notice to Eligible Employees, that salary or other specified components of compensation do not qualify for deferral under the Plan for that Year.

4.2 An Eligible Employee or Eligible Director who does not elect a Deferral Amount in December of any Year will not be permitted to make such an election until the following December, effective for the following Year, except as otherwise provided in this Section 4.2. If an individual becomes an Eligible Employee or Eligible Director for the first time on or after January 1 but before March 1 in any year and such individual has never been eligible to participate previously in the Plan (or any other arrangement of any Participating Company or Affiliate that would be aggregated with the Plan under Section 409A of the Code) may elect a Deferral Amount within thirty days of becoming an Eligible Employee or Eligible Director, but only with respect to Compensation for services rendered subsequent to the election; provided, however, that an Eligible Employee or Eligible Director may elect a Deferral Amount with respect to performance-based compensation (within the meaning of Code section 409A) at anytime on or before the date that is one year before the end of the performance period.

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; provided, however, that

anytime prior to December 31, 2005 (or such earlier date as may be designated by the Chief Executive Officer or the Committee), Participants shall be entitled to cancel any deferral election in respect of cash Bonuses payable in 2005 that were earned in 2004 and deferred in 2003 under the 1995 Deferred Compensation Plan that have been deemed to have been deferred under the Plan rather than under the 1995 Deferred Compensation Plan pursuant to Section 4.1. Such cancellation shall be effective by the execution of a Deferral Cancellation Form, in the form provided by the Company or accepted by the Committee, timely filed with the Company and shall be irrevocable.

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 (a) his or her Separation from Service, (b) the date which is thirteen (13) months after such Separation from Service, or (c) the earlier of such Separation from Service (or the date which is thirteen (13) months after such Separation from Service) 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, except that, unless the Committee (or the Chief Executive Officer in respect

of all Participants) otherwise directs, the Deferral Period referred to in clause (c) of the preceding sentence may only be elected by a Participant if so elected for all Deferral Amounts of such Participant for all Years. A Participant may elect to extend, but not shorten, a previously elected Deferral Period 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; provided that a Deferral Period extension must be a minimum of five years. If such previously elected Deferral Period is for a specified number of years, the election to extend the Deferral Period must be made at least 12 months before the end of the previously elected Deferral Period, and if the previously elected Deferral Period ends upon a Separation from Service, the Deferred Compensation Plan Election Change Form shall only be effective in respect of Deferral Amounts that would not otherwise have been distributed during the 12-month period after the filing of such form. Notwithstanding the foregoing, at any time before December 31, 2006 or December 31, 2007 (or such earlier date or dates as the Committee may establish), a Participant shall be entitled to cancel any previously elected Deferral Period with respect to a Deferral Amount not otherwise payable in 2006 or 2007, respectively, and elect any new Deferral Period with respect to such Deferral Amount that the Participant could have elected as an initial Deferral Period, as set forth above; provided, however, that any newly elected Deferral Period shall not be required to be at least three years; but further provided that the new Deferral Period for any deferral election made in 2006 may not end before June 30, 2007, and the new Deferral Period for any deferral election made in 2007 may not end before June 30, 2008. Such cancellation and new election shall be made by the execution of a Deferred Compensation Plan Election Change Form, in the form provided by the Company or accepted by the Committee, and shall be irrevocable.

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, 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

JP Morgan Chase Bank prime rate plus one percent per annum. 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 “money market account” benchmark available to Participants at the time or, if no such benchmark shall be available, then not less than the rate of interest on 90-day treasury bills for the applicable period as determined by the Committee. 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.

6.1 At the end of the Deferral Period selected by a Participant with respect to each Deferral Amount or, if applicable, Separation from Service, the amount credited with respect to such Deferral Amount shall be distributable to such Participant in the form of payment selected, commencing at the end of the Deferral Period. Notwithstanding the foregoing, effective as of May 18, 2006, any distribution payments due on account of a Participant’s Separation from

Service and otherwise payable during the six-month period following the Participant’s Separation from Service shall be paid on the first regular payroll payment date after such six-month period.

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; provided, however, that if the Participant becomes entitled to a distribution pursuant to Section 6.1 on account of the Participant’s Separation from Service and the Participant subsequently becomes Disabled, any distribution payments otherwise payable during the six-month period following the Participant’s Separation from Service shall be paid on the first regular payroll payment date after such six-month period to the extent required under Section 409A of the Code to avoid taxation under Section 409A(a)(1), as interpreted by the Committee in its sole discretion.

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.

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.

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.

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 except to the extent necessary or desirable to comply with the requirements of Section 409A of the Code as interpreted by the Committee in its sole discretion for the exclusion from gross income of amounts deferred 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, Participants shall thereafter be prohibited from making deferrals under the Plan and shall be prohibited from making any changes to any Deferral Periods, and Deferral Amounts shall be paid to Participants as soon as permissible under Section 409A of the Code as interpreted by the Committee in its sole discretion for the exclusion from gross income of amounts deferred under the Plan, notwithstanding any election made by Participants with respect to Deferral Periods. 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 to the extent permitted by Section 409A of the Code as interpreted by the Committee for exclusion from gross income of amounts deferred under the Plan.

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 due to the occurrence of an Unforeseen Emergency. The amount of such hardship withdrawal may not exceed the amount reasonably necessary to meet such need plus taxes reasonably anticipated as a result of distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by the cessation of deferrals pursuant to Section 11.2. The Participant shall be required to furnish evidence of qualification for a financial hardship withdrawal to the Committee on forms prescribed by or acceptable to the Company.

11.2 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 to the extent permitted by Section 409A of the Code as interpreted by the Committee for exclusion from gross income of amounts deferred under the Plan. The Committee may also authorize the cessation of a Participant’s deferrals if the Participant has received a hardship distribution from a qualified plan of the Company or any Participating Company pursuant to Section 401(k)(2)(B)(IV) of the Code and such cessation is required under the terms of the qualified plan or the Code.

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, including rules restricting the availability to some or all Participants of deferral period alternatives, investment benchmarks, or distribution alternatives otherwise available under 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.

13.1 The Company shall appoint an individual or committee of individuals (the “Decisionmaker”) to evaluate claims made under the Plan. Within 90 days after the Company receives a written claim for benefits under the Plan, the Decisionmaker will either approve the claim or notify the claimant that the claim is denied. The Decisionmaker may extend this time period by up to an additional 90 days under special circumstances and shall notify the claimant of the extension and the reasons therefore within the initial 90-day period.

Notwithstanding the foregoing, to the extent that a claim relates to a distribution or benefit due as a result of a Disability (a “Disability Benefit”), the Decisionmaker shall notify a claimant of the denial of a claim for Disability Benefits under the Plan within a reasonable period of time, but not later than 45 days, after receipt of a written claim. This period may be extended by the Decisionmaker for two additional periods of up to 30 days each if the Decisionmaker determines that the extension is necessary due to matters beyond its control and notifies the claimant of the extension and the reasons therefore before the expiration of the applicable period. Such notices of extension shall specifically explain the standards on which entitlement to a Disability Benefit is based, the unresolved issues that prevent a decision on the claim and the additional information (if any) needed to resolve those issues. If additional information is needed, the claimant shall have at least 45 days to provide the information.

13.2 If a claim is denied, in whole or in part, the Decisionmaker shall furnish to the claimant, at the time of the denial, a written notice setting forth in a manner calculated to be understood by the claimant: (i) the reason(s) for the denial, including a reference to any applicable provisions of the Plan; (ii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iii) an explanation of the Plan’s review procedures and the time limits applicable to such procedures. In addition, if a claim for Disability Benefits is denied, the notice of denial shall inform the claimant of any internal rule, guideline, protocol or other similar criterion relied upon in denying the claim and identify any health care professional consulted in connection with the denial.

13.3 A claimant who has received a notice denying a claim, in whole or in part, may request in writing a review of the claim within 60 days (180 days for denials of claims for Disability Benefits) after receiving a notice of denial. Such request may be made either in person or by a duly authorized representative and shall set forth all the bases of the request for review, any facts supporting the review and any issues or comments the claimant deems pertinent. The claimant may submit documents, records and other information in support of the review and shall be provided upon request, free of charge, reasonable access to and copies of all documents, records and other information relevant to the claimant’s appeal.

13.4 The Company shall appoint an individual or committee of individuals to review the appeal of any claim denial under the Plan (the “Claim Reviewer”). The Claim Reviewer shall make a decision with respect to a claim review promptly, but not later than 60 days (45 days in the case of denials of claims for Disability Benefits) after receipt of the appeal. The

Claim Reviewer may extend this time period by up to an additional 60 days (45 days in the case of denials of claims for Disability Benefits) under special circumstances by providing the claimant with notice of the extension and the reasons therefore within the initial 60-day (or 45-day) period. The Claim Reviewer will be a different person(s) from the person(s) who made the initial determination and will not be a subordinate of the original Decisionmaker or a relative of such subordinate. The Claim Reviewer will not grant deference to the initial decision and will consider all information submitted, regardless of whether it was considered in connection with the initial claim.

In deciding an appeal from the denial of a claim for Disability Benefits that is based in whole or in part on a medical judgment, the Claim Reviewer shall consult with a health care professional who has the appropriate training and experience in the field of medicine involved in the medical judgment. Such health care professional will not be the individual, if any, who was consulted in connection with the denial that is the subject of the appeal, nor a subordinate of such individual.

The final decision of the Claim Reviewer shall be in writing, give specific reasons for the decision, provide specific references to the pertinent provisions of the Plan on which the decision is based and include both a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claimant’s claim for benefits and a statement of the claimant’s right to bring an action in court. In addition, if an appeal of a claim for Disability Benefits is denied, the notice of denial shall inform the claimant of any rule, guideline, protocol or other similar criterion relied

upon in making the adverse benefit determination and identify the health care professional consulted in connection with the appeal.

14.1 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.

14.2 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. Notwithstanding the foregoing, pursuant to rules comparable to those applicable to qualified domestic relations orders, as determined by the Committee, the Committee may direct a distribution prior to any distribution date otherwise described in the Plan, to an alternate payee (as defined under the rules applicable to qualified domestic relations orders) to the extent permitted by Section 409A of the Code as interpreted by the Committee for exclusion from gross income of amounts deferred under the Plan.

14.3 Notwithstanding any other provision of the Plan to the contrary, the Plan is intended to comply with the requirements of Code Section 409A to avoid taxation under Code Section 409A(a)(1) and shall, at all times, be interpreted and operated in a manner consistent with this intention. Under no circumstances, however, shall the Company or any of its affiliates have any liability to any person for any taxes, penalties or interest due on amounts paid or payable under the Plan, including any taxes, penalties or interest imposed under Code Section 409A(a)(1).

14.4 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.

14.5 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.

14.6 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.

14.7 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.

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

14.9 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, the 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.

14.10 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.

14.11 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.

INITIAL SUBSCRIPTION APPLICATION

SUBSEQUENT SUBSCRIPTION APPLICATION

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

Deferred Compensation Plan/SERP Investment Election Form

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

Deferred Compensation Plan/SERP Investment Election Form

2.2 The term “Affiliate” shall mean any corporation or other business entity that would be considered a single employer with a Participating Company pursuant to Code sections 414(b) or 414(c)

2.4 The term “Board” shall mean the Board of Directors of the Company.

2.5 The term “Bonus” shall mean: (i) bonus compensation payable in cash; and (ii) an amount payable pursuant to a “Performance Shares” award under the Equity Participation Plan.

2.6 The term “Claim Reviewer” shall have the meaning set forth in Section 13.4 of the Plan.

2.8 The term “Committee” shall mean the Human Resources Committee of the Board.

2.9 The term “Company” shall mean Financial Security Assurance Holdings Ltd., a New York corporation.

2.11 The term “Decisionmaker” shall have the meaning set forth in Section 13.1 of the Plan.

2.12 The term “Deferral Amount” shall mean the amount of Compensation that a Participant defers under the terms of the Plan.

2.13 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.

2.14 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.

2.15 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.

2.17 The term “Disability Benefit” shall have the meaning set forth in Section 13.1 of the Plan.

2.18 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.

2.19 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.

2.20 The term “Equity Participation Plan” shall mean the Financial Security Assurance Holdings Ltd. 1993 Equity Participation Plan or 2004 Equity Participation Plan, as the case may be, in each case as amended from time to time.

2.21 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.

2.22 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.

2.23 The term “Plan” shall mean the Financial Security Assurance Holdings Ltd. 2004 Deferred Compensation Plan, as set forth herein and as amended from time to time.

2.26 The term “Year” shall mean the calendar year.

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.

December 31 of that Year. Prior to the commencement of any Year, the Chief Executive Officer or the Committee may provide, by notice to Eligible Employees, that salary or other specified components of compensation do not qualify for deferral under the Plan for that Year.

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; provided, however, that

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.

Service and otherwise payable during the six-month period following the Participant’s Separation from Service shall be paid on the first regular payroll payment date after such six-month period.

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.

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

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.

Director Share Purchase Program

Director Share Purchase Program

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 14, 2008

Financial Security Assurance Holdings Ltd.

(Exact name of registrant as specified in its charter)

New York		1-12644		13-3261323
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

31 West 52 ^nd Street, New York, NY		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 826-0100

Not applicable.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 420.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

(a) On February 14, 2008, the Board of Directors of Financial Security Assurance Holdings Ltd. (the “Company”) amended (1) the 2004 Equity Participation Plan (the “EPP”) of the Company, a copy of which is attached hereto as Exhibit 10.1, (2) the 2004 Deferred Compensation Plan of the Company, a copy of which is attached hereto as Exhibit 10.2, (3) the 2004 Supplemental Executive Retirement Plan of the Company, a copy of which is attached hereto as Exhibit 10.3, and (4) the Severance Policy for Senior Management of the Company, a copy of which is attached hereto as Exhibit 10.4. The amendments were made primarily to conform to the final regulations applicable to deferred compensation arrangements under Section 409A of the Internal Revenue Code. The form of Agreement Evidencing an Award of Dexia Restricted Stock under the EPP is attached hereto as Exhibit 10.5 and the form of Agreement Evidencing an Award of Performance Shares under the EPP is attached as Exhibit 10.6.

At the same time, the Board of Directors of the Company approved amendments to the existing employment agreements between the Company and Robert P. Cochran, Chairman of the Board and Chief Executive Officer of the Company, and Séan W. McCarthy, President and Chief Operating Officer of the Company. The amendments were made primarily to conform to the final regulations applicable to deferred compensation arrangements under Section 409A of the Internal Revenue Code. A copy of the amended agreement between the Company and Mr. Cochran is attached hereto as Exhibit 10.7 and a copy of the amended agreement between the Company and Mr. McCarthy is attached hereto as Exhibit 10.8.

In addition, also on February 14, 2008, the Board of Directors of the Company amended the Share Purchase Program Agreement dated as of December 15, 2000, among Dexia Credit Local (successor to Dexia Public Finance Bank), Dexia Holdings, Inc. (“DHI”) and the Company. A copy of the amended agreement is attached hereto as Exhibit 10.9. The amendments were made primarily to address capital contributions by the shareholders of the Company, and provide that, in the event that DHI makes a contribution to the capital of the Company, then (1) each holder of program shares may make a cash pro-rata capital contribution within 60 days of the capital contribution by DHI, failing which such holder shall be deemed to have delivered a notice for the repurchase of program shares; and (2) each holder of phantom program shares under the Company’s Deferred Compensation Plans or Supplemental Executive Retirement Plans shall be deemed to have his or her number of phantom program shares reduced by the same number as such holder would have been reduced had such holder held program shares and failed to fund his or her capital contribution in cash as provided in (1).

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 13, 2008, the Human Resources Committee (the “Committee”) of the Board of Directors of the Company approved the following ordinary course annual executive officer compensation:

The 2008 salaries of the named executive officers of the Company are:

Robert P. Cochran	$	500,000
Séan W. McCarthy	$	350,000
Bruce E. Stern	$	280,000
Russell B. Brewer II	$	280,000
Joseph W. Simon	$	280,000

The 2007 bonuses of the named executive officers of the Company are:

Robert P. Cochran	$	3,600,000
Séan W. McCarthy	$	3,300,000
Bruce E. Stern	$	1,000,000
Russell B. Brewer II	$	1,200,000
Joseph W. Simon	$	1,000,000

In addition, the Committee made annual awards of performance share units (“PSU”) pursuant to Company’s 2004 Equity Participation Plan (the “Plan”). Performance share units awarded pursuant to the Plan are comprised of (a) performance shares (“PS”), which are valued based upon the Company’s return on equity during two three-year performance cycles, and (b) restricted stock of Dexia S.A. (“Dexia shares”), of which the Company is an indirect subsidiary. The awards were as follows:

Robert P. Cochran	30,000	PSU	Comprised of :	27,000	PS and	19,952	Dexia shares
Séan W. McCarthy	30,000	PSU	Comprised of :	27,000	PS and	19,952	Dexia shares
Bruce E. Stern	9,000	PSU	Comprised of :	8,100	PS and	5,986	Dexia shares
Russell B. Brewer II	10,000	PSU	Comprised of :	9,000	PS and	6,651	Dexia shares
Joseph W. Simon	9,000	PSU	Comprised of :	8,100	PS and	5,986	Dexia shares

The performance share units are allocated as follows:

· 33-1/3% of the performance shares are allocated to the three-year performance cycle beginning January 1, 2008 and ending December 31, 2010, with a 2.5-year vesting period and three-year restricted period for 33-1/3% of the awarded shares of Dexia restricted stock; and

· 66-2/3% of the performance shares are allocated to the three-year performance cycle beginning January 1, 2009 and ending December 31, 2011, with a 3.5-year vesting period and four-year restricted period for 66-2/3% of the awarded shares of Dexia restricted stock.

The Committee determined that the Dexia restricted stock would be valued at the average actual purchase price paid by the Company for such shares when purchased on the open market (for purposes of funding 2008 Dexia restricted stock awards for all employees), which equaled approximately $23.61 per share.

The salary, bonus and performance share units awarded to Messrs. Cochran and McCarthy were in accordance with their employment agreements with the Company.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
10.1†		2004 Equity Participation Plan, as amended on February 14, 2008.
10.2†		2004 Deferred Compensation Plan, as amended on February 14, 2008.
10.3†		2004 Supplemental Executive Retirement Plan, as amended on February 14, 2008.
10.4†		Severance Policy for Senior Management, as amended on February 14, 2008.
10.5†		Form of Financial Security Assurance Holdings Ltd. Agreement Evidencing an Award of Dexia Restricted Stock.
10.6†		Form of Financial Security Assurance Holdings Ltd. Agreement Evidencing an Award of Performance Shares.
10.7†		Employment Agreement by and between the Company and Robert P. Cochran, as amended on February 14, 2008.
10.8†		Employment Agreement by and between the Company and Séan W. McCarthy, as amended on February 14, 2008.
10.9†		Share Purchase Program Agreement as amended on February 14, 2008, among Dexia Credit Local (successor to Dexia Public Finance Bank), Dexia Holdings, Inc. and the Company.

† Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FINANCIAL SECURITY ASSURANCE
	HOLDINGS LTD.



Date: February 14, 2008	By:	/s/ Bruce E. Stern
		Name: Bruce E. Stern
		Title: General Counsel and Managing Director

EXHIBIT INDEX

Exhibit Number		Description
10.1†		2004 Equity Participation Plan, as amended on February 14, 2008.
10.2†		2004 Deferred Compensation Plan, as amended on February 14, 2008.
10.3†		2004 Supplemental Executive Retirement Plan, as amended on February 14, 2008.
10.4†		Severance Policy for Senior Management, as amended on February 14, 2008.
10.5†		Form of Financial Security Assurance Holdings Ltd. Agreement Evidencing an Award of Dexia Restricted Stock.
10.6†		Form of Financial Security Assurance Holdings Ltd. Agreement Evidencing an Award of Performance Shares.
10.7†		Employment Agreement by and between the Company and Robert P. Cochran, as amended on February 14, 2008.
10.8†		Employment Agreement by and between the Company and Séan W. McCarthy, as amended on February 14, 2008.
10.9†		Share Purchase Program Agreement as amended on February 14, 2008, among Dexia Credit Local (successor to Dexia Public Finance Bank), Dexia Holdings, Inc. and the Company.

† Management contract or compensatory plan or arrangement.

Exhibit 10.1

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

2004 Equity Participation Plan

As amended and restated effective as of February 14, 2008

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

2004 Equity Participation Plan

SECTION	CONTENTS	PAGE

Section 1.	General Purpose of Plan; Definitions	1
Section 2.	Administration	5
Section 3.	FSA Stock Subject to Plan	6
Section 4.	Eligibility	7
Section 5.	Performance Shares	7
Section 6.	Dexia Restricted Stock	12
Section 7.	Performance Share Units	16
Section 8.	Transfer, Leave of Absence, etc.	16
Section 9.	Amendments and Termination	17
Section 10.	Compliance with Code Section 409A	17
Section 11.	General Provisions	17
Section 12.	Effective Date of Plan	18
Section 13.	Term of Plan	18

[Approved by Board of Directors—11/8/07; as amended effective as of 02/14/08]

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

2004 Equity Participation Plan

Section 1. General Purpose of Plan; Definitions .

The name of this plan is the Financial Security Assurance Holdings Ltd. 2004 Equity Participation Plan (the “ Plan ”). The purpose of the Plan is to enable the Company to retain and attract executives and employees who will contribute to the Company’s success by their ability, ingenuity and industry, and to enable such executives and employees to participate in the long-term growth of the Company and Dexia by obtaining a proprietary interest in the Company or Dexia or the cash equivalent thereof. The Plan was originally adopted on November 18, 2004 and was amended and restated effective September 9, 2005 and January 1, 2005. The Plan is hereby amended and restated, as set forth in this Plan document, effective February 14, 2008 to amend certain of the accounting terms employed herein and to comply with the final regulations under Section 409A of the Code to avoid taxation under Section 409A(a)(1) of the Code and shall be construed in accordance with such intent.

The Plan shall be unfunded. All obligations of the Company under the Plan shall be paid from the general assets of the Company.

For purposes of the Plan, the following terms shall be defined as set forth below:

a. “ Act ” means the Securities Exchange Act of 1934, as amended.

b. “ Adjusted Book Value ” means, as of a particular date, the Book Value on such date, subject to the following adjustments, each of which shall have been derived from the Company’s IFRS financial statements for the period ended on such date (or, if not derivable from such financial statements, shall be determined in good faith by the Company), but reduced by the amount of the federal income tax applicable thereto:

(i) add to the Book Value the sum of (A) the unearned premiums net of prepaid reinsurance premiums at such date, (B) the estimated present value of future installment premiums, net of reinsurance, at such date, (C) the estimated present value of ceding commissions to be received related to reinsured future installment premiums at such date, and (D) the estimated present value of future net interest margin at such date; and

(ii) subtract from such total the sum of (A) the deferred acquisition costs at such date and (B) the estimated present value of premium taxes to be paid related to future installment premiums.

c. “ Adjusted Book Value per share ” means, as of a particular date, Adjusted Book Value on such date divided by the number of shares of FSA Stock outstanding (excluding treasury shares other than those owned to hedge obligations under the Company’s Deferred Compensation Plan(s) or Supplemental Executive Retirement Plan(s)) on such date.

d. “ Board ” means the Board of Directors of the Company.

e. “ Book Value ” means, as of a particular date, the Company’s total shareholders’ equity on such date, as derived from the Company’s IFRS financial statements for the period ended on such date.

For purposes hereof, Book Value shall be determined excluding the after-tax effect of (i) accumulated other comprehensive income (the total mark-to-market on investment assets not subject to hedge accounting and the credit risk component of the mark-to-market on investment assets subject to hedge accounting), (ii) the credit risk component of the mark-to-market on liabilities accounted for under the fair value option and (iii) gains or losses attributable to mark-to-market of Investment Grade credit derivatives.

f. “ Book Value per share ” means, as of a particular date, Book Value on such date divided by the number of shares of FSA Stock outstanding (excluding treasury shares other than those owned to hedge obligations under the Company’s Deferred Compensation Plan(s) or Supplemental Executive Retirement Plan(s)) on such date.

g. “ Cause ” means (i) conviction of, or plea of nolo contendere (or similar plea) by, a Participant in a criminal proceeding for commission of a misdemeanor or a felony that is materially injurious to the Company; or (ii) willful misconduct by a Participant in carrying out his or her duties with the Company which is directly and materially harmful to the business or reputation of the Company .

h. “ Change in Control ” means (i) an event or series of events as a result of which any “person” or “group” (as such terms are defined in Rule 13d-5 under the Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Act) of shares of capital stock entitling the holder thereof to cast more than 50% of the votes for the election of directors of the Company; or (ii) the approval by the Company’s shareholders of the Company’s consolidation with or merger into another unaffiliated corporation, or another unaffiliated corporation’s merger into the Company, or the conveyance, transfer or lease of all or substantially all of its assets to any unaffiliated person or (iii) unless otherwise determined by the Board, the liquidation or dissolution of the Company.

i. “ Code ” means the Internal Revenue Code of 1986, as amended.

j. “ Committee ” means the committee administering the Plan pursuant to Section 2.

k. “ Company ” means Financial Security Assurance Holdings Ltd. (and, unless required otherwise by the context, its Subsidiaries), a corporation organized under the laws of the State of New York (or any successor corporation).

l. “ Dexia ” means Dexia S.A., a limited liability company under Belgium law having its registered office at Dexia Tower, Place Roger 111210, Brussels, Belgium, registered with the Commercial Registry of Brussels under 604.748 (or any successor thereto).

m. “ Dexia Restricted Stock ” means an award of shares of Dexia Stock that are subject to the conditions under Section 6.

n. “ Dexia Stock ” means ordinary shares of Dexia.

o. “ Disability ” means permanent and total disability as determined under the Company’s long-term disability program or as otherwise determined by the Committee.

p. “ Disinterested Person ” means a person meeting the requirements, if any, to be a member of a compensation committee prescribed by Section 16 of the Act or any rule or regulation thereunder.

q. “ Division ” means any of the operating units or divisions of the Company designated as a Division by the Committee.

r. “ Fair Market Value ” means, as of a particular date (i) in the case of FSA Stock, if such shares are not then publicly traded, the greater of (A) the product of 0.85 and the Adjusted Book Value per share of FSA Stock as of the last day of the calendar quarter ending prior to the date of determination of Fair Market Value and (B) the average of (a) the product of 1.15 and the Adjusted Book Value per share of FSA Stock as of the last day of the calendar quarter ending prior to the date of determination of Fair Market Value and (b) the product of 14 and Operating Earnings per share of FSA Stock as of the last day of the calendar quarter ending prior to the date of determination of Fair Market Value; and (ii) in the case of FSA Stock or Dexia Stock, if such shares are then publicly traded, the closing sales price per share of FSA Stock on the principal national securities exchange on which FSA Stock is then traded or, in the case of Dexia Stock, the Euronext Brussels stock exchange (or, if not then traded on the Euronext Brussels stock exchange, the principal stock exchange on which Dexia Stock is then traded), in either such case, on the last preceding date (including such particular date) (or such other date as shall be specified herein) on which there was a sale of such shares on such exchange and, in the case of Dexia Stock, converted into U.S. dollars using the noon buying rate published by the Federal Reserve Bank of New York for such date (or, if such rate is no longer published, such other rate as the Committee shall approve), provided that if FSA Stock is not traded on a national securities exchange but is traded in an over-the-counter market, “Fair Market Value” means the average of the closing bid and asked prices for such shares in such over-the-counter market for the last preceding date (including such particular date) (or such other date as shall be specified herein) on which there was a sale of such shares in such market.

s. “ FSA Stock ” means the Common Stock, $.01 par value per share, of the Company.

t. “ Good Reason ” means the voluntary termination by a Participant of his or her employment with the Company, after the occurrence of any one of the following events without the Participant’s express written consent: (i) a diminution of any of the Participant’s significant duties or responsibilities; (ii) a breach by the Company of its obligations hereunder; (iii) the Company requiring the Participant to be based at an office that is greater than twenty-five miles from the previous location of the Participant’s office; or (iv) a material adverse change in the Participant’s total compensation. Notwithstanding the foregoing, a Participant shall not be deemed to have terminated his or her employment for Good Reason unless the Participant provides 60 days’ prior written notice to the Company stating in reasonable detail the basis upon which “Good Reason” is asserted, such notice is given within 120 days of the later of the occurrence of the event or the date the Participant knows or should have known of the event which would otherwise constitute Good Reason and, if such failure or breach is reasonably susceptible to cure, the Company does not effect a cure within such 60-day period.

u. “ Internal Reorganization ” means the direct or indirect acquisition of all or substantially all of the outstanding FSA Stock by a newly organized holding company established to own the Company and other companies engaged or to be engaged in the financial guaranty insurance business, immediately following which Dexia continues to own, directly or indirectly, shares of capital stock of the Company entitling Dexia to, directly or indirectly, cast more than 90% of the votes for the election of directors of the Company.

v. “ Investment Grade ” means exposure at or above the investment grade category by, or in accordance with criteria of, Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.

w. “ Operating Earnings ” means, as of a particular date, net income of the Company for the first four completed calendar quarters ended on or prior to such date less the after-tax effect of (i) the credit risk component of the mark-to-market on liabilities accounted for under the fair value option and (ii) gains or losses attributable to mark-to-market of Investment Grade credit derivatives, as determined

by the Company, consistent, as applicable, with its determination of net income from time to time under IFRS.

x. “ Operating Earnings per share ” means, as of a particular date, Operating Earnings for the first four completed calendar quarters ended on or prior to such date, divided by the number of shares of FSA Stock outstanding (excluding treasury shares other than those owned to hedge obligations under the Company’s Deferred Compensation Plan(s) or Supplemental Executive Retirement Plan(s)) on such date.

y. “ Participant ” means any employee of the Company selected for participation in the Plan by the Committee (as a recipient of Performance Shares, Dexia Restricted Stock or Performance Share Units).

z. “ Performance Cycle ” means a time period of at least 12 months, ending on December 31, specified by the Committee at the time a grant of Performance Shares is made, during which the performance of the Company, a Subsidiary or a Division will be measured.

aa. “ Performance Objectives ” means the objective goals set by the Committee with respect, but not limited, to: (i) growth in Adjusted Book Value per share; (ii) growth in Book Value per share; (iii) earnings per share of FSA Stock or Dexia Stock, (iv) pre-tax profits, (v) net earnings or net worth, (vi) absolute and/or relative return on equity or assets, or (vii) any combination of the foregoing. Performance Objectives may be in respect of the performance of the Company and its Subsidiaries (which may be on a consolidated basis), a Subsidiary or a Division.

bb. “ Performance Shares ” means Performance Shares granted to a Participant under Section 5.

cc. “ Performance Share Units ” means Performance Share Units granted to a Participant under Section 7, consisting of Performance Shares and Dexia Restricted Stock.

dd. “ Qualified Change in Control ” means a Change in Control that is also a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, within the meaning of Section 409A(a)(2)(A)(v) of the Code.

ee. “ Qualified Disability ” means a Disability that is also a disability within the meaning of Section 409A(a)(2)(C) of the Code. An individual is generally considered disabled within the meaning of Section 409A(a)(2)(C) of the Code if individual (i) is unable to engage in any substantially gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. An individual will be deemed to have a Qualified Disability if determined to be disabled in accordance with a disability insurance program that applies a definition of disability that complies with the requirements of Section 409A(a)(2)(C) of the Code or if determined to be totally disabled by the Social Security Administration.

ff. “ Retirement ” means early retirement (at or after age 55 with 5 Years of Service) or normal retirement (after age 60 with 5 Years of Service) from active employment with the Company, or as otherwise determined by the Committee.

gg. “ ROE ” means, in respect of any Performance Cycle, the average of:

(i) the discount rate (expressed as an annual percentage rate) such that (a) the Adjusted Book Value per share of FSA Stock on the last day of the Performance Cycle and the dividends paid per share during such Performance Cycle, each discounted at such discount rate to the first day of such Performance Cycle, equals (b) the Adjusted Book Value per share of FSA Stock on the first day of such Performance Cycle; and

(ii) the discount rate (expressed as an annual percentage rate) such that (a) the Book Value per share of FSA Stock on the last day of the Performance Cycle and the dividends paid per share during such Performance Cycle, each discounted at such discount rate to the first day of such Performance Cycle, equals (b) the Book Value per share of FSA Stock on the first day of such Performance Cycle.

hh. “ Subsidiary ” means any corporation (other than the Company) that is a “subsidiary corporation” with respect to the Company under Section 424(f) of the Code. In the event that after the date hereof the Company becomes a “subsidiary corporation” of another company, the provisions hereof applicable to Subsidiaries shall, unless otherwise determined by the Committee, also be applicable to such other company if it is a “parent corporation” with respect to the Company under Section 424(e) of the Code.

ii. “Years of Service” shall mean “Years of Service for Vesting” as defined under the Financial Security Assurance Inc. Money Purchase Pension Plan, as amended from time to time.

Section 2. Administration.

The Plan shall be administered by a Committee of not less than two persons, who shall be members of and appointed by the Board and serve at the pleasure of the Board, unless otherwise determined by the Board, and who shall be Disinterested Persons so long as the FSA Stock is registered pursuant to Section 12 of the Act. Unless otherwise determined by the Board, the Human Resources Committee of the Board shall serve as the Committee.

The Committee shall have the power and authority to grant to Participants, pursuant to the terms of the Plan: (a) Performance Shares, (b) Dexia Restricted Stock and (c) Performance Share Units.

In particular, the Committee shall have the authority:

(i) to select the officers and other key employees of the Company to whom Performance Shares, Dexia Restricted Stock and/or Performance Share Units may from time to time be granted hereunder;

(ii) to determine whether and to what extent Performance Shares, Dexia Restricted Stock or Performance Share Units, or a combination of any of the foregoing, are to be granted hereunder;

(iii) to determine the number of shares of FSA Stock or Dexia Stock to be covered by each such award granted hereunder;

(iv) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not limited to, any vesting requirements or

other restrictions or performance criteria relating to any Performance Shares, Dexia Restricted Stock or Performance Share Units awarded hereunder and/or any shares of FSA Stock or Dexia Stock relating thereto);

(v) to determine whether, and to what extent any one or more specified Performance Objectives, relating to an award of Performance Shares under the Plan, have been met by the Company over any one Performance Cycle; and

(vi) to determine whether, to what extent and under what circumstances FSA Stock, Dexia Stock and other amounts otherwise payable with respect to an award under the Plan shall be deferred either automatically or at the election of the Participant.

The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to interpret provisions of the Plan and any award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. Without limiting the generality of the foregoing, the Committee may (subject to such considerations as may arise under Section 16 of the Act, or under other corporate, securities and tax laws) take any steps it deems appropriate, that are not materially substantive and are not inconsistent with the purposes and intent of the Plan, to take into account the provisions of Section 162(m) of the Code, and the Committee may take any steps it deems appropriate (including amending the terms or imposing further conditions on any award issued under the Plan), that are not inconsistent with the purposes and intent of the Plan, to take into account any proposed or existing legislation or regulations (whether U.S. federal, state, or local or foreign), or to obtain or maintain favorable taxation, exchange control or securities regulatory treatment for the Company or a Participant.

All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding, in the absence of bad faith or manifest error, on all persons (including, without limitation, any interpretations of the Plan), including the Company and Participants, and otherwise entitled to the maximum deference permitted by law.

To the maximum extent permitted by law, the Committee and the members thereof shall be indemnified by the Company for all action and inaction by each of them in connection with the administration of the Plan or otherwise in connection with the Plan.

Section 3. FSA Stock Subject to Plan.

The total number of shares of FSA Stock reserved and available for distribution under the Plan shall be 3,300,000; such shares may consist, in whole or in part, of authorized and unissued shares, treasury shares, re-acquired shares, or shares purchased by a grantor trust as provided for in Section 5.

If any shares of FSA Stock issuable pursuant to any Performance Share or Performance Share Unit award granted hereunder cease to be issuable thereunder, shall be paid in cash or such award otherwise terminates, such shares shall again be available for distribution in connection with future awards under the Plan.

The Plan contemplates, but does not require, that the Committee will award Performance Share Units each year in a number equal to approximately 1% of the number of issued and outstanding shares of FSA Stock. The aggregate number of shares of FSA Stock reserved for issuance under the Plan and the number of shares of FSA Stock issuable pursuant to outstanding Performance Shares shall be appropriately adjusted by the Committee in the event of any increase or decrease in the number of outstanding shares of FSA Stock resulting from payment of an FSA Stock dividend on FSA Stock, a

subdivision or combination of shares of FSA Stock, a reclassification of FSA Stock, a recapitalization involving the Company or in the event of a merger or consolidation in which the Company shall be the surviving corporation.

Section 4. Eligibility.

Officers and other employees of the Company (but not any person who serves only as a director) who are responsible for or contribute to the management, growth and/or profitability of the business of the Company are eligible to be granted Performance Shares, Dexia Restricted Stock and/or Performance Share Units under the Plan. The Participants under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among those eligible, and the Committee shall determine, in its sole discretion, the number of shares covered by each award.

Section 5. Performance Shares.

(a) Administration and Awards . The Committee, in its discretion, may grant Performance Shares to one or more Participants. The terms and conditions of any grant of Performance Shares shall be set forth in a written agreement between the Company and the Participant. Performance Shares shall be denominated in shares of FSA Stock and, contingent upon the attainment of specified Performance Objectives within one or more Performance Cycles and, subject to the Company’s rights as set forth in paragraph (c) of this Section 5, represent the right to receive a distribution of FSA Stock and/or payment of cash following the completion of each Performance Cycle, as provided in paragraph (b) of this Section 5. The Committee shall determine the extent to which any one or more Performance Objectives have been achieved by the Company in the applicable Performance Cycle. In the absence of bad faith or manifest error, the Committee’s determination shall be final and binding upon a Participant.

Performance Shares may be granted to a Participant prior to or during a Performance Cycle, but distributions and payments with respect thereto may only be made following the completion of the Performance Cycle, except as otherwise provided in paragraph (e) of this Section 5 following a Change in Control. The number of Performance Shares subject to an award shall be allocated among the Performance Cycle(s) covered by such award in such manner as the Committee shall determine. The written agreement evidencing the award of Performance Shares shall specify the number of Performance Shares subject to the award, the number and duration of the Performance Cycles to which those Performance Shares relate, the Performance Objectives, the identification of the Performance Cycle(s) within which such Performance Objectives must be satisfied, the number of Performance Shares allocated to each such Performance Cycle, and the vesting provisions with respect to such Performance Shares (i.e., the date or, if vesting is on an installment basis, the dates after which the Participant shall have indefeasible right to the distribution and/or payment described in paragraph (b) of this Section 5, if any, with respect to certain or all Performance Shares subject to the award), subject to the limitations thereon described below. The number of Performance Shares allocated to a Performance Cycle under any award of Performance Shares to a Participant shall not exceed 100,000. Unless otherwise specified by the Committee at the time of award, the Performance Objective for each Performance Cycle shall be the ROE during such Performance Cycle.

If any change shall occur in or affect the FSA Stock or Performance Shares on account of any increase or decrease in the number of outstanding shares of FSA Stock resulting from payment of a stock dividend on FSA Stock, a subdivision or combination of shares of FSA Stock, a reclassification of FSA Stock, a recapitalization involving the Company or in the event of a merger or consolidation in which the Company shall be the surviving corporation, the Committee shall make such adjustments, if any, that it deems necessary in the number of shares of FSA Stock allocated to awards of Performance Shares then outstanding to reflect such change. In the event of an Internal Reorganization (providing for a new

holding company for the FSA group of companies), (i) the Committee shall make such adjustments to then outstanding Performance Shares (including Performance Shares underlying outstanding Performance Share Units) as it shall deem appropriate to reflect such Internal Reorganization so that the holders of outstanding Performance Shares are compensated based upon the overall performance of the reconstituted FSA group of companies, including, without limitation, adjusting the number of shares of FSA Stock allocated to such Performance Shares and adjusting the Performance Objectives or manner of calculating the Performance Objectives in respect of such Performance Shares; and (ii) the term “Company” shall be deemed to refer to such new holding company and the term “FSA Stock” shall be deemed to refer to the securities of such new holding company for all purposes of the Plan.

To reflect a change in, or a change in the application by the Company of, tax laws or regulations or accounting principles (including, without limitation, by reason of any error in applying such laws, regulations or principles), the Committee shall make such adjustments in the Performance Objectives set forth in all outstanding awards of Performance Shares in respect of Performance Cycles not then completed so as to reflect such change to preserve the value of the Performance Shares consistent with the intent and the purpose of the Plan, provided the Company’s independent auditors shall have determined that such adjustments shall not result in the Company’s loss of deductibility under Section 162(m) with respect to Participants whose compensation is, in the reasonable belief of the Committee, subject thereto. Further, with respect to a Participant, the deductibility of whose award of Performance Shares will not, in the reasonable belief of the Committee, be subject to Section 162(m) of the Code, the Committee may, in its discretion and independent of any determination made by the Company’s independent auditors, adjust the Performance Objective(s) in respect of Performance Cycles not then completed so as to reflect a change in, or a change in the application by the Company of, tax laws or regulations or accounting principles (including, without limitation, by reason of any error in applying such laws, regulations or principles) to preserve the value of the Performance Shares consistent with the intent and the purpose of the Plan.

Any adjustment of Performance Objectives or the manner of calculating Performance Objectives after the grant of a Performance Share shall be made in accordance with the requirements of Section 409A of the Code to avoid taxation under Section 409A(a)(1) of the Code.

Performance Shares shall be vested at such time or times as determined by the Committee (taking into account, without limitation, Section 16 of the Act) at the date of award, provided that acceleration of vesting may be granted by the Committee after the date of award, but in no event shall the Committee provide a vesting schedule which would vest fewer Performance Shares in a Participant through the completion of a particular Performance Cycle than the aggregate number of Performance Shares allocated to such Performance Cycle and all Performance Cycles included in such award which have been previously completed. If the Committee provides, in its discretion, that any award is vested only in installments, the Committee may waive such installment vesting provisions at any time.

Upon termination of a Participant’s employment by the Company without Cause and upon Retirement, unvested Performance Shares shall vest pro-rata in proportion to the percentage of the Performance Cycle for such Performance Shares during which the Participant was employed by the Company. In addition, all unvested Performance Shares shall vest (i) upon death or Disability while employed by the Company and (ii) as set forth in paragraph (e) of this Section 5 in the event of a Change in Control. Except as provided above, Performance Shares not vested on the date of termination of employment shall be forfeited.

(b) Distributions and Payments on Completion of Performance Cycle . In furtherance of an election discussed in paragraph (c) of this Section 5, distributions of shares of FSA Stock and/or payments of cash with respect to Performance Shares allocated to a particular Performance Cycle

covered by an award shall be made to the Participant within one hundred twenty (120) days after the completion of such Performance Cycle in accordance with the Committee’s determination of the achievement of the applicable Performance Objectives, except to the extent deferred under the Financial Security Assurance Holdings Ltd. 2004 Deferred Compensation Plan, as amended from time to time. Provided a Participant who has been granted a Performance Shares award shall have been employed by the Company through the date on which a particular Performance Cycle shall have been completed, or such Participant’s employment with the Company shall have been terminated prior thereto by reason of death or Disability, or such Participant’s Performance Shares award is otherwise vested pursuant to paragraph (a) of this Section 5, such Participant shall be entitled to receive with respect to each such award:

(i) a number of shares of FSA Stock to be determined in accordance with the following formula:

a x b = c ; or

(ii) a cash payment in an amount to be determined in accordance with the following formula:

a x b x d = e ; or

(iii) a combination of FSA Stock and cash in the amounts determined in accordance with the formulae set forth in clauses (i) and (ii) above, provided, however, that, in such event, in each such formula a shall be multiplied by the percentage that represents the portion of the Performance Shares allocated to such Performance Cycle to be paid in FSA Stock or cash, as the case may be;

where:

a = the number of Performance Shares granted in such award allocated to the applicable Performance Cycle;

b = a percentage (which may be more than 100%), which represents the extent to which the Performance Objectives set forth in such award have been achieved by the Company in the applicable Performance Cycle; specifically, unless otherwise specified by the Committee at the time of award, the ROE calculated for each Performance Cycle will determine such percentage according to the following table:

Performance		Percentage of Performance
Cycle ROE		Objective Achieved
19% or higher		200%
16%		150%
13%		100%
10%		50%
7%		0%

All points in between will be interpolated using the straight line method.

c = the number of shares of FSA Stock to be distributed to a Participant at the end of the applicable Performance Cycle pursuant to such award;

d = the Fair Market Value of a share of FSA Stock as of the last day of the applicable Performance Cycle or such other date as the Committee shall specify in such award; and

e = the amount of the cash to be paid to the Participant at the end of the applicable Performance Cycle pursuant to such award.

(c) Election to Receive Stock or Cash . Subject to any deferral election made pursuant to the terms and conditions of an agreement evidencing an award hereunder, at a date determined by the Company and notified to each Participant prior to the date on which a Performance Cycle shall be completed with respect to a Participant’s award of Performance Shares, such Participant may make an election to receive such Participant’s distribution, if any, following completion of such Performance Cycle, in shares of FSA Stock and/or cash. Such election shall be made in writing and shall be delivered to the Company’s Chief Financial Officer or General Counsel, or such other officer as the Committee shall from time to time designate. Notwithstanding any such election, the Committee may in its sole and absolute discretion satisfy the Company’s obligations to any Participant either by delivery of shares of FSA Stock, subject to the availability of such FSA Stock under the Plan, or by paying cash. If the Participant shall fail to make a timely election, the Committee shall have the sole discretion to deliver shares of FSA Stock and/or pay cash to satisfy any such obligation.

In the event Participants elect to receive shares of FSA Stock in satisfaction of the Company’s obligations under paragraph (b) of this Section 5 with respect to the completion of a particular Performance Cycle, and the aggregate number of shares of FSA Stock subject to such elections exceeds the maximum number of shares of FSA Stock reserved and available for distribution under the Plan, the Committee shall have the absolute and sole discretion to satisfy such obligations by reducing the number of shares of FSA Stock subject to such elections to that number which equals the maximum number of shares of FSA Stock so reserved and available for distribution under the Plan. In such event, the Committee shall reduce the number of shares of FSA Stock pursuant to each Participant’s election pro rata, based upon the number of shares of FSA Stock otherwise issuable pursuant to such elections. The Company shall satisfy the obligations to such Participants, which remain unsatisfied following a distribution made pursuant to the foregoing reduction, by paying cash to such Participants in accordance with the formula, and within the time period, set forth in paragraph (b) of this Section 5.

(d) Change in Control. In the event of a Change in Control, the Committee shall make such adjustments, if any, to the Performance Objectives and/or the method of calculating the Performance Objectives as it shall deem necessary or appropriate to preserve the value of all Performance Shares then unpaid consistent with the intent and the purpose of the Plan. Any adjustment of Performance Objectives or the method of calculating Performance Objectives after the grant of a Performance Share shall be made in accordance with the requirements of Section 409A of the Code to avoid taxation under Section 409A(a)(1) of the Code.

If, after the occurrence of a Qualified Change in Control, a Participant’s employment is terminated by the Company without Cause or such Participant shall voluntarily terminate his or her employment for Good Reason, in either case prior to the completion of a Performance Cycle in respect of any Performance Shares awarded to the Participant, then (i) all of the Participant’s Performance Shares outstanding at the date of the Change in Control and having Performance Cycles which shall not have been completed prior to the date of termination of employment (the “ Operative Date ”) shall become fully vested, and (ii) payment in respect of such Performance Shares shall be made on the first regular payroll payment date that is at least six months after the Operative Date (the “ Six-Month Period ”). The Committee shall value all such Performance Shares in respect of Performance Cycles which shall not have been completed on or before the Operative Date based upon the formulae set forth in paragraph (b) of this Section 5 except that b shall be equal to a percentage (the “ Minimum Percentage ”) equal to (i) for all Performance Cycles that do not include at least one completed year as of the Operative Date, 100%, and (ii) for all Performance Cycles that include at least one completed year as of the Operative Date, a percentage (which may be more than 100%), which represents the extent to which the Performance Objectives set forth in such award have been achieved by the Company in the applicable Performance Cycle assuming that the Company achieved 100% of its Performance Objectives for each year not completed as of the Operative Date. In the case of any Performance Cycle completed during the Six-Month Period, payment of any amount due shall be made in accordance with paragraph (b) of this Section 5, provided that any incremental payment due pursuant to the foregoing provisions of this paragraph (e) by reason of application of the Minimum Percentage shall be payable at the end of the Six-Month Period.

For purposes of this paragraph (d) of Section 5, a termination of employment shall mean only a termination of employment that is also a “separation from service” within the meaning of Section 409A of the Code to the extent so required to avoid taxation under Section 409A(a)(1) of the Code. A Participant generally has a separation from service within the meaning of Section 409A of the Code if the facts and circumstances indicate that the Company and the Participant reasonably anticipate that no further services will be performed by the Participant for the Company or any Affiliate or that the level of bona fide services the Participant will perform for the Company and all Affiliates (whether as an employee or as an independent contractor) will decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if the Participant has been

providing services for less than 36 months). Notwithstanding the foregoing, the employment relationship is treated as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months, or if longer, so long as the individual retains the right to reemployment with the Company or any Affiliate under an applicable statute or contract. When a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or to last for a period of at least six months and such impairment causes the Participant to be unable to perform the duties of his or her position or any substantially similar position, a 29-month maximum period of absence shall be substituted for the six-month maximum period described in the preceding sentence. For purposes of the foregoing, the term “Affiliate” means any corporation or other business entity that would be considered a single employer with the Company pursuant to Sections 414(b) or 414(c) of the Code.

(e) Holders of Performance Shares Not To Be Treated As Stockholders . Neither any Participant awarded Performance Shares hereunder, nor any person entitled to exercise a Participant’s rights thereto in the event of death, shall have any rights of a stockholder with respect to any share of FSA Stock subject to such Participant’s award of Performance Shares, except to the extent that a certificate for such shares shall have been issued as provided for herein.

(f) Non-Transferability of Performance Shares . No Performance Share shall be transferable by a Participant, or otherwise subject to voluntary or involuntary sale, pledge, anticipation, alienation, encumbrance, assignment, garnishment or attachment, other than by will or by the laws of descent and distribution.

Section 6. Dexia Restricted Stock.

(a) Administration . Shares of Dexia Restricted Stock may be issued either alone or in addition to other awards granted under the Plan. The Committee shall determine the officers and key employees of the Company to whom, and the time or times at which, grants of Dexia Restricted Stock will be made, the number of shares to be awarded, the time or times within which such awards may be subject to forfeiture, and all other conditions of the awards. The provisions of Dexia Restricted Stock awards need not be the same with respect to each recipient.

(b) Awards and Custody Arrangement . Each award of shares of Dexia Restricted Stock shall be evidenced by a written agreement, in such form as the Committee shall from time to time approve, setting forth the terms and conditions applicable to such award, including terms relating to the vesting, restricted period and transfer restrictions applicable thereto. The Participant who is the prospective recipient of an award of Dexia Restricted Stock shall not have any rights with respect to such award unless and until such recipient has executed such written agreement evidencing the award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the then applicable terms and conditions.

The shares of Dexia Restricted Stock granted to a Participant shall be held in custody during the Restricted Period applicable to such shares in a securities account maintained by a custodian selected by the Company on behalf of the Participant. Upon grant of an award of shares of Dexia Restricted Stock (and subject to the Participant’s execution and delivery of the related award agreement), Dexia shall cause the custodian to be recorded as the record holder of such shares in the records of Dexia’s transfer agent or in the records of holders of Dexia Stock maintained by the Depositary Trust Company and the custodian shall credit such shares to a notional account maintained for such Participant in the books and records of the custodian.

In the event that Dexia determines that shares of Dexia Restricted Stock will be evidenced by stock certificates, such stock certificates shall be registered in the name of, and held in custody by, the custodian designated by the Company until the Restricted Period with respect thereto shall have expired. The custodian shall credit such shares to a notional account maintained for such Participant in the books and records of the custodian.

If and when the Restricted Period expires with respect to any shares of Dexia Restricted Stock, Dexia shall cause the Participant to be substituted for the custodian as the record holder of such shares in the records of Dexia’s transfer agent or in the records of holders of Dexia Stock maintained by the Depositary Trust Company and the custodian shall make a corresponding reduction to the number of shares credited to such Participant’s notional account in the books and records of the custodian. Alternatively, any shares of Dexia Restricted Stock that have been certificated in the name of the custodian shall be cancelled upon the expiration of the related Restricted Period and shall be reissued in the name of, and delivered to, the Participant and the shares evidenced by such stock certificates shall be recorded in the name of such Participant in Dexia’s share registry.

(c) Restrictions and Conditions . The shares of Dexia Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

(i) Subject to the provisions of the Plan and the award agreements, during a period set by the Committee commencing with the grant date of such award and ending on such date or dates established by the Committee, which date or dates shall not be less than six months following the expiration of the Forfeiture Period applicable to any such shares of Restricted Dexia Stock (the “ Restricted Period ”), the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign shares of Dexia Restricted Stock awarded under the Plan (or have such shares attached or garnished); provided that the Restricted Period for any shares of Dexia Restricted Stock that are automatically sold to the Company or Dexia to satisfy withholding tax requirements in accordance with paragraph (e) of this Section 6 shall expire at the time of such sale.

(ii) Except as otherwise provided in paragraph (c) of this Section 6, the recipient shall have, in respect of the shares of Dexia Restricted Stock, all of the rights of a stockholder of Dexia, including the right to vote the shares and the right to receive any cash dividends, provided that any stock dividends paid, or proceeds of stock splits, shall remain Dexia Restricted Stock subject to the same custody arrangement, vesting provisions and Restricted Period applicable to the Dexia Restricted Stock in respect of which such stock dividend was paid or stock split was made. The Committee may, in its sole discretion, at the time of an award, defer the payment of any cash dividends otherwise payable until a time specified in the award agreement or a date following (A) the recipient’s separation from service within the meaning of Section 409A of the Code, (B) the recipient’s death, (C) the recipient’s Qualified Disability or (D) a Qualified Change in Control.

(iii) The shares of Dexia Restricted Stock shall be vested at such time or times as determined by the Committee at the date of award, provided that acceleration of vesting may be granted by the Committee after the date of award. The period from the date of grant of any shares of Dexia Restricted Stock to the date such shares are scheduled to become vested (without regard to the acceleration of the vesting of such shares pursuant to paragraph (c)(v), (vi) or (vii) of this Section 6 or otherwise) shall be referred to as the “ Normal Vesting Period ” and the period from the date of grant of any such shares of Dexia Restricted Stock to the date of vesting of such shares (including the vesting of any such shares pursuant to paragraph (c)(v), (vi) or (vii) of this Section 6) shall be referred to as the “ Forfeiture Period .” If the Committee provides, in its

discretion at the time of award, that any award is vested only in installments, the Committee may waive such installment vesting provisions at any time.

(iv) Upon termination of employment for any reason during the Normal Vesting Period, (A) all shares of Dexia Restricted Stock still unvested shall be forfeited by the Participant, subject to the provisions of the award agreement and paragraphs (c)(v), (vi) and (vii) of this Section 6, and (B) shares of vested Dexia Restricted Stock shall be delivered to the Participant upon the conclusion of the applicable Restricted Period in accordance with this paragraph (c).

(v) Upon termination of a Participant’s employment by the Company without Cause, unless the Committee shall otherwise determine at the time of award, a portion of the shares of Dexia Restricted Stock subject to such award that have not become vested prior to the date of such termination shall vest as of such date, such portion to equal the ratio of (A) the number of days in the Normal Vesting Period applicable to such shares that have elapsed as of the date of termination, over (B) the total number of days in such Normal Vesting Period.

(vi) Upon becoming eligible for Retirement at age 55 with 5 Years of Service (a Participant’s “ Retirement Eligibility Date ”), unless the Committee shall otherwise determine at the time of award, a portion of the shares of Dexia Restricted Stock subject to such award that have not become vested prior to such Participant’s Retirement Eligibility Date shall vest as of such date, such portion to equal the ratio of (A) the number of days in the Normal Vesting Period applicable to such shares that have elapsed as of the Retirement Eligibility Date, over (B) the total number of days in such Normal Vesting Period. The shares of Dexia Restricted Stock subject to such award that are still unvested following the Participant’s Retirement Eligibility Date shall vest in equal installments as of the last day of each of the Company’s fiscal quarters ending during the remaining term of the applicable Normal Vesting Period, provided that, in the case of each such installment, the Participant remains employed by the Company until the applicable vesting date.

(vii) All unvested Dexia Restricted Stock granted to a Participant shall vest (A) upon the death or Disability of such Participant while employed by the Company or (B) to the same extent that Performance Shares vest, in the event of a Change in Control while such Participant is employed by the Company.

(d) Election to Sell Stock . At a date determined by the Company and notified to each Participant prior to the date on which the Restricted Period shall be completed with respect to vested shares of Dexia Restricted Stock granted to a Participant, such Participant may make an election to sell to the Company all or a portion of the vested shares, if any, that such Participant would be entitled to receive following completion of such Restricted Period. Such election shall be made in writing and shall be delivered to the Company’s Chief Financial Officer or General Counsel, or such other officer as the Committee shall from time to time designate. Notwithstanding any election to sell, the Committee, in its sole and absolute discretion, may refuse to purchase shares of Dexia Stock from a Participant. If the Participant shall fail to make a timely election to sell any vested shares of Dexia Stock, the Committee, in its sole discretion, may nonetheless purchase shares of Dexia Stock offered to it for sale by the Participant.

Any Dexia Stock purchased by the Company pursuant to this paragraph (d) shall be purchased at the Fair Market Value of Dexia Stock as of the last day of the Restricted Period (or if such day is not a trading day for Dexia Stock, then the first succeeding trading day for Dexia Stock). Distribution of

shares of Dexia Stock and/or payments of cash with respect to Dexia Stock purchased by the Company shall be made to the Participant promptly after expiration of the applicable Restricted Period.

(e) Tax Withholding . In accordance with Section 11(d), each Participant shall automatically sell to the Company a number of whole and/or fractional shares of Dexia Stock in order to satisfy the minimum withholding requirement for all applicable national, state and local income, excise and employment taxes that may become due and payable in respect of any award of Dexia Stock, the expiration of the Forfeiture Period in respect thereof or otherwise in connection therewith; provided that the Participant may elect to satisfy any such withholding requirement by the delivery of cash. Such election must be made in writing and delivered to the Company’s Chief Financial Officer or General Counsel or such other officer as the Committee shall from time to time designate no later than thirty (30) days prior to the date of any such withholding requirement. Any shares of Dexia Stock sold to the Company pursuant to this paragraph (e) shall be valued at their Fair Market Value on the date of the applicable withholding requirement or the date of the applicable withholding, as determined by the Company (or if such day is not a trading day for Dexia Stock, then the first succeeding trading day for Dexia Stock).

(f) Dexia Stock Ceases to be Outstanding . If, as a result of any merger, reorganization or other business combination or any other event or occurrence (a “ Realization Event ”), Dexia Stock is converted or exchanged for cash, shares or other consideration (the “ Realization Consideration ”), each share of Dexia Restricted Stock outstanding immediately prior to such Realization Event shall be converted into the Realization Consideration at the same time and on the same terms as applicable to Dexia Stock in general and shall be subject to the terms and conditions of Section 6(c) applicable to the Dexia Restricted Stock for which the Realization Consideration was paid, including the timing of payment, transfer and forfeiture provisions applicable with respect to the remaining term of the applicable Restricted Period and the Forfeiture Period, unless, in any such case, waived by the Committee in its sole discretion, subject to the following terms of this Section 6(f). To the extent that the Realization Consideration consists of shares, the provisions hereof applicable to Dexia Restricted Stock shall apply to such shares as if such shares were Dexia Restricted Stock. To the extent that the Realization Consideration consists of cash (the “ Restricted Cash Amount ”), such Restricted Cash Amount shall be paid to Participants on the first regular payroll payment date that is at least six months after the end of the Normal Vesting Period applicable to the Dexia Restricted Stock for which the Restricted Cash Amount was substituted, or at such other time or times as the Committee shall determine consistent with the requirements of Section 409A of the Code to avoid taxation under Section 409A(a)(1) of the Code. Such Restricted Cash Amount shall be converted into U.S. dollars using the noon buying rate published by the Federal Reserve Bank of New York for the date of receipt of such cash (or if such rate is no longer published, such other rate as the Committee shall approve) and credited with a rate of return equal to the Company’s ROE from the date of conversion into cash until the date of payment. The Company’s obligation to pay the Restricted Cash Amount, along with any deemed earnings or losses thereon, shall be an unfunded contractual obligation that will be satisfied out of the Company’s general assets. Participants shall have only the rights of a general unsecured creditor of the Company with respect to such amounts. For purposes of the foregoing, ROE means, in respect of any period, the average of:

(i) the discount rate (expressed as an annual percentage rate) such that (a) the Adjusted Book Value per share of FSA Stock on the last day of the last calendar quarter in such period, and the dividends paid per share during such period, each discounted at such discount rate to the first day of the first calendar quarter in such period, equals (b) the Adjusted

Book Value per share of FSA Stock on the first day of the first calendar quarter in such period; and

(ii) the discount rate (expressed as an annual percentage rate) such that (a) the Book Value per share of FSA Stock on the last day of the last calendar quarter in such period, and the dividends paid per share during such period, each discounted at such discount rate to the first day of the first calendar quarter in such period, equals (b) the Book Value per share of FSA Stock on the first day of the first calendar quarter in such period.

Section 7. Performance Share Units.

(a) Administration . Performance Share Units may be issued either alone or in addition to other awards granted under the Plan. The Committee shall determine the officers and key employees of the Company to whom, and the time or times at which, grants of Performance Share Units will be made, the number of Performance Shares and shares of Dexia Restricted Stock to be represented by each Performance Share Unit, and all other conditions of the awards. The provisions of awards of Performance Share Units need not be the same with respect to each recipient.

(b) Awards . The prospective recipient of an award of Performance Share Units shall not have any rights with respect to such award, unless and until such recipient has executed an agreement evidencing the Performance Share award and Dexia Restricted Stock award comprising such Performance Share Units, and has delivered fully executed copies thereof to the Company, and has otherwise complied with the then applicable terms and conditions. Unless otherwise specified by the Committee at the time of award, each award of Performance Share Units shall be comprised of (i) a number of Performance Shares equal to 90% of the number of Performance Share Units and (ii) a number of shares of Dexia Restricted Stock equal to (A) the product of (x) 10% of the number of Performance Share Units times (y) the Fair Market Value of one share of FSA Stock determined as of December 31 of the year immediately preceding the year in which the award is made divided by (B) the Fair Market Value of one share of Dexia Stock determined as of the day preceding the date of the award.

Section 8. Transfer, Leave of Absence, etc.

For purposes of the Plan, the following events shall not be deemed a termination of employment:

a. a transfer of an employee from the Company to a Subsidiary, or from a Subsidiary to the Company, or from one Subsidiary to another; or

b. a leave of absence, approved in writing by the Committee, for military service or sickness, or for any other purpose approved by the Company if the period of such leave does not exceed ninety (90) days (or such longer period as the Committee may approve in its sole discretion consistent with the requirements of Section 409A of the Code).

Section 9. Amendments and Termination.

The Board may amend, alter, or discontinue the Plan (or any portion thereof), but no amendment, alteration or discontinuation shall be made which would impair the rights of any recipient with respect to any award of Performance Shares, Dexia Restricted Stock or Performance Share Units theretofore granted, without the recipient’s consent; provided that the Board may not make any amendment to the Plan that would, if such amendment were not approved by the holders of FSA Stock, cause the Plan to fail to comply with (a) Section 16 of the Act (or Rule 16b-3 under the Act), or (b) any other requirement of applicable law or regulation, unless and until the approval of the holders of FSA Stock is obtained.

The Committee may amend the terms of any award or option theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any holder without his or her consent.

Notwithstanding the foregoing, the Board may amend the Plan or the terms of any award thereunder to preserve the favorable tax treatment of the awards and benefits provided under the Plan.

Section 10. Compliance with Code Section 409A.

Notwithstanding any other provision of the Plan to the contrary, the terms of the Plan and any award thereunder shall be construed or deemed to be amended as necessary to comply with the requirements of Section 409A of the Code to avoid taxation under Section 409A(a)(1) of the Code. The Committee, in its sole discretion, shall determine the requirements of 409A of the Code applicable to the Plan and shall interpret the terms of the Plan consistently therewith. Under no circumstances, however, shall the Company have any liability to any person for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan, including any taxes, penalties or interest imposed under Section 409A(a)(1) of the Code.

Section 11. General Provisions.

a. All certificates for shares of FSA Stock delivered under the Plan pursuant to any award of Performance Shares or Performance Share Units, and all certificates for shares of Dexia Stock delivered under the Plan pursuant to any award of Dexia Restricted Stock or Performance Share Units, shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the FSA Stock or Dexia Stock, as the case may be, is then listed, and any applicable Federal, state or foreign securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The foregoing provisions of this paragraph applicable to FSA Stock and Dexia Stock shall not be effective if and to the extent that the shares of FSA Stock or Dexia Stock delivered under the Plan are covered by an effective and current registration statement under the Securities Act of 1933, as amended, such that application of such provisions is no longer required, or if and so long as the Committee otherwise determines that such application is no longer required.

b. Subject to paragraph (d) below, recipients of Dexia Restricted Stock or FSA Stock in respect of Performance Shares under the Plan are not required to make any payment or provide consideration other than the rendering of past services and/or the commitment to render and rendering of future services.

c. Nothing contained in the Plan shall prevent the Board of Directors from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The

adoption of the Plan shall not confer upon any employee of the Company or any Subsidiary any right to continued employment with the Company, nor shall it interfere in any way with the right of the Company to terminate the employment of any of its employees at any time.

d. Each Participant shall, no later than the date as of which the value of an award first becomes includible in the gross income of the Participant for national, state or local income tax purposes, pay to the Company or make arrangements satisfactory to the Committee regarding payment of any national, state or local taxes of any kind required by law to be withheld with respect to the award; provided, however, that such tax withholding requirement may be met by the withholding or sale to the Company of shares of FSA Stock or Dexia Stock otherwise deliverable to or vested in the Participant, pursuant to procedures approved by the Committee. The obligations of the Company under the Plan shall be conditional on such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

e. At the time of grant, the Committee may provide in connection with any grant made under the Plan that the shares of FSA Stock or Dexia Stock received as a result of such grant shall be subject to a right of first refusal, pursuant to which the Participant shall be required to offer to the Company any shares that the Participant wishes to sell, with the price being the then Fair Market Value of the FSA Stock or Dexia Stock, as the case may be, subject to such other terms and conditions as the Committee may specify at the time of grant.

f. Notwithstanding any other provision of the Plan, if the Committee determines that an individual entitled to take action or receive payments hereunder is an infant or incompetent by reason of physical or mental disability, it may permit such action to be made by or cause such payments to be made to a legal guardian, custodian or comparable party, without any further responsibility with respect thereto under the Plan.

g. THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.

Section 12. Effective Date of Plan.

The Plan was originally effective on the date it was approved by a vote of the holders of a majority of the total outstanding Stock. The amendment and restatement of the Plan, as set forth in this Plan document, is effective February 14, 2008.

Section 13. Term of Plan.

No award of Performance Shares, Dexia Restricted Stock or Performance Share Units shall be granted pursuant to the Plan on or after the tenth anniversary of the date of the most recent stockholder approval of the Plan, but awards theretofore granted may extend beyond that date.

Exhibit 10.2

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

2004 DEFERRED COMPENSATION PLAN

amended and restated as of February 14, 2008

TABLE OF CONTENTS

		Page

ARTICLE I	ESTABLISHMENT AND PURPOSE OF THE PLAN	1

ARTICLE II	DEFINITIONS	1

ARTICLE III	PARTICIPATION	7

ARTICLE IV	DEFERRAL ELECTIONS	8

ARTICLE V	CREDITING OF DEFERRAL AMOUNTS AND ACCRUAL OF INVESTMENT gains or losses	14

ARTICLE VI	COMMENCEMENT OF BENEFITS	15

ARTICLE VII	BENEFICIARY DESIGNATION	17

ARTICLE VIII	MAINTENANCE AND VALUATION OF ACCOUNTS	18

ARTICLE IX	FUNDING	19

ARTICLE X	AMENDMENT AND TERMINATION	20

ARTICLE XI	FINANCIAL HARDSHIP WITHDRAWALS	21

ARTICLE XII	ADMINISTRATION	22

ARTICLE XIII	CLAIMS PROCEDURES	23

ARTICLE XIV	GENERAL PROVISIONS	26

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

2004 DEFERRED COMPENSATION PLAN

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.

4.7 Each initial 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, and shall be irrevocable. 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, if the Committee (or the Chief Executive Officer in respect of all Participants) shall direct to offer such alternative, monthly. The entitlement to a series of installment payments shall be treated as the right to a series of separate payments for purposes of Section 409A of the Code. 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.

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 death or Disability; 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.

6.7 Notwithstanding any other provision of the Plan, any payment required to be made by the Company on a specified date or event pursuant to the terms of the Plan, or pursuant to any election made under the Plan, may be made as soon as administratively practicable, but not later than 90 days, thereafter. Amounts in a Participant’s Account shall continue to be credited with earnings and investment gains and losses pursuant to Section 5.2 until distributed to the extent administratively practicable.

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.

CLAIMS PROCEDURES

Exhibit 10.3

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

2004 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

amended and restated as of February 14, 2008

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

2004 Supplemental Executive Retirement Plan

CONTENTS

		Page

ARTICLE 1.	Purposes of Plan	1

ARTICLE 2.	Definitions	1

ARTICLE 3.	Participation	3

ARTICLE 4.	Restoration of Benefits	3

ARTICLE 5.	Claims Procedures	7

ARTICLE 6.	Administration and General Provisions	9

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

2004 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 (as heretofore amended and restated, the “1989 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 from time to time (the “Code”). Effective as of December 17, 2004, the Company discontinued contributions under the 1989 Plan and established a new supplemental executive retirement plan, serving the same purposes as the 1989 Plan. This new plan, as amended from time to time, is known as the Financial Security Assurance Holdings Ltd. 2004 Supplemental Executive Retirement Plan, and is referred to herein as the “Plan.” The terms of the Plan govern credits for contributions made commencing January 1, 2006, in respect of limited pension benefits payable in respect of calendar year 2005, and amounts transferred to the Plan from the 1989 Plan as described herein. The Plan was amended effective as of May 18, 2006 to provide that payments due upon a separation from service shall generally not be paid during the six months following the separation from service and to make certain other changes, and the Plan is hereby amended and restated, as set forth in this Plan document, effective as of February 14, 2008 to comply with the final regulations under Section 409A of the Code and to make certain other changes.

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 from time to time.

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. Any references herein to a specific section of the Code shall be deemed to refer to the rules and regulations under the Code in respect of such section, and to the corresponding provisions of any future internal revenue law and the rules and regulations thereunder.

2 .7 “ Committee ” shall mean the Human Resources Committee of the Board acting on the majority vote of such Committee.

2 .6 “ Company ” shall mean Financial Security Assurance Holdings Ltd., a New York corporation.

2 .7 “ Compensation ” shall mean, with respect to each Plan Year, the Participant’s annual base salary, cash bonus and any amount deferred pursuant to the Company’s 1995 Deferred Compensation Plan or 2004 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 .8 “ Disability ” shall mean , in the case of a Participant, that, as determined by the Committee, the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

2 .9 “ 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 .10 “ Employee ” shall mean any individual employed by a Participating Company on or after January 1, 2004 to whom benefits are payable under the Basic Plan.

2 .11 “ 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 .12 “ Participating Company ” shall mean the Company or any subsidiary or affiliate of the Company employing a Participant.

2 .13 “ Plan ” shall mean the 2004 Financial Security Assurance Holdings Ltd. Supplemental Executive Retirement Plan as set forth herein, and as amended from time to time.

2 .14 “ Plan Year ” shall mean each calendar year beginning after December 31, 2003.

2.15 “ 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 .16 “ 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.

In addition to the foregoing amounts, the Account of a Participant shall be credited with such amounts in the Participant’s account under the 1989 Plan that are not vested on or

before December 31, 2004 and that are deemed transferred to the Plan pursuant to the terms of the 1989 Plan. Such amounts shall be subject to the terms and conditions of the 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) 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 elected by a Participant before January 1, 2007, payment of the Participant’s vested Account balance shall be made as soon as administratively practicable following the Participant’s death, Disability or separation from service within the meaning of Section 409A of the Code (each a “Distribution Event”). A Participant will generally have a separation from service within the meaning of Section 409A of the Code if the facts and circumstances indicate that the Company and the Participant reasonably anticipate that no further services will be performed by the Participant for the Company or any Affiliate or that the level of bona fide services the Participant will perform for the Company and all Affiliates (whether as an employee or as an independent contractor) will decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if the Participant has been providing services for less than 36 months). Notwithstanding the foregoing, the employment relationship is treated as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months, or if longer, so long as the Participant retains the right to reemployment with the Company or any Affiliate under an applicable statute or contract. When a leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a period of at least six months and such impairment causes the Participant to be unable to perform the duties of his or her position or any substantially similar position, a 29-month maximum period of absence shall be substituted for the six-month maximum period described in the preceding sentence. For purposes of the foregoing, the term “Affiliate” means any corporation or other business entity that would be considered a single employer with the Company pursuant to Sections 414(b) or 414(c) of the Code.

Notwithstanding the foregoing, effective as of May 18, 2006, any distribution payments due on account of a Participant’s separation from service and otherwise payable during the six-month period following the Participant’s separation from service shall be paid on the first regular payroll payment date after such six-month period (or after the Participant’s death, if earlier).

(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, if the Committee (or the Chief Executive Officer of the Company in respect of all Participants) shall direct to offer such alternative, 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. The entitlement to a series of installment payments shall be treated as the right to a series of separate payments for purposes of Section 409A of the Code.

(c) Before the taxable year for which the amounts described in Section 4.1 are credited to a Participant’s Account, the Participant may make an election with respect to the form of distribution of such amounts. A Participant who becomes eligible to participate in the Plan for the first time after the beginning of a taxable year may make an election with respect to the form of distribution of amounts credited to his or her Account for such taxable year before the date on which he or she is designated a Participant. An election with respect to the form of distribution of any amounts credited to a Participant’s Account shall be irrevocable. Amounts that are transferred to the Plan from the 1989 Plan shall be subject to any election with respect to the form of distribution of such amounts as shall be in effect under the 1989 Plan as of December 31, 2004.

(d) 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. 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 that would be disallowed as a tax deduction by the Company pursuant to Section 162(m) of the Code if timely made may be delayed by the Committee to the extent permitted by, and in accordance with, the requirements of Section 409A of the Code for the exclusion from gross income of amounts deferred under the Plan.

(e) Notwithstanding any other provision of the Plan, any payment required to be made by the Company on a specified date pursuant to the terms of the Plan, or pursuant to any election made under the Plan, may be made as soon as administratively practicable, but no later than 90 days, thereafter. Amounts in a Participant’s Account shall continue to be credited with earnings and investment gains and losses pursuant to Section 4.3 until distributed to the extent administratively practicable.

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 2.7 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. Claims Procedures.

5.1 Decision on Initial Claim . The Company shall appoint an individual or committee of individuals (the “Decisionmaker”) to evaluate claims made under the Plan. Within 90 days after the Company receives a written claim for benefits under the Plan, the Decisionmaker will either approve the claim or notify the claimant that the claim is denied. The Decisionmaker may extend this time period by up to an additional 90 days under special circumstances and shall notify the claimant of the extension and the reasons therefore within the initial 90-day period.

Notwithstanding the foregoing, to the extent that a claim relates to a distribution or benefit due as a result of a Disability (a “Disability Benefit”), the Decisionmaker shall notify a claimant of the denial of a claim for Disability Benefits under the Plan within a

reasonable period of time, but not later than 45 days, after receipt of a written claim. This period may be extended by the Decisionmaker for two additional periods of up to 30 days each if the Decisionmaker determines that the extension is necessary due to matters beyond its control and notifies the claimant of the extension and the reasons therefore before the expiration of the applicable period. Such notices of extension shall specifically explain the standards on which entitlement to a Disability Benefit is based, the unresolved issues that prevent a decision on the claim and the additional information (if any) needed to resolve those issues. If additional information is needed, the claimant shall have at least 45 days to provide the information.

5.2 Denial of Initial Claim . If a claim is denied, in whole or in part, the Decisionmaker shall furnish to the claimant, at the time of the denial, a written notice setting forth in a manner calculated to be understood by the claimant: (i) the reason(s) for the denial, including a reference to any applicable provisions of the Plan; (ii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iii) an explanation of the Plan’s review procedures and the time limits applicable to such procedures. In addition, if a claim for Disability Benefits is denied, the notice of denial shall inform the claimant of any internal rule, guideline, protocol or other similar criterion relied upon in denying the claim and identify any health care professional consulted in connection with the denial.

5.3 Appeal of Denied Claim . A claimant who has received a notice denying a claim, in whole or in part, may request in writing a review of the claim within 60 days (180 days for denials of claims for Disability Benefits) after receiving a notice of denial. Such request may be made either in person or by a duly authorized representative and shall set forth all the bases of the request for review, any facts supporting the review and any issues or comments the claimant deems pertinent. The claimant may submit documents, records and other information in support of the review and shall be provided upon request, free of charge, reasonable access to and copies of all documents, records and other information relevant to the claimant’s appeal.

5.4 Decision on Appeal . The Company shall appoint an individual or committee of individuals to review the appeal of any claim denial under the Plan (the “Claim Reviewer”). The Claim Reviewer shall make a decision with respect to a claim review promptly, but not later than 60 days (45 days in the case of denials of claims for Disability Benefits) after receipt of the appeal. The Claim Reviewer may extend this time period by up to an additional 60 days (45 days in the case of denials of claims for Disability Benefits) under special circumstances by providing the claimant with notice of the extension and the reasons therefore within the initial 60-day (or 45-day) period. The Claim Reviewer will be a different person(s) from the person(s) who made the initial determination and will not be a subordinate of the original Decisionmaker or a relative of such subordinate. The Claim Reviewer will not grant deference to the initial decision and will consider all information submitted, regardless of whether it was considered in connection with the initial claim.

In deciding an appeal from the denial of a claim for Disability Benefits that is based in whole or in part on a medical judgment, the Claim Reviewer shall consult with a health care professional who has the appropriate training and experience in the field of medicine involved in the medical judgment. Such health care professional will not be the individual, if any, who was consulted in connection with the denial that is the subject of the appeal, nor a subordinate of such individual.

The final decision of the Claim Reviewer shall be in writing, give specific reasons for the decision, provide specific references to the pertinent provisions of the Plan on which the decision is based and include both a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claimant’s claim for benefits and a statement of the claimant’s right to bring an action in court. In addition, if an appeal of a claim for Disability Benefits is denied, the notice of denial shall inform the claimant of any rule, guideline, protocol or other similar criterion relied upon in making the adverse benefit determination and identify the health care professional consulted in connection with the appeal.

ARTICLE 6. Administration and General Provisions.

6.1 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.

6.2 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, except to the extent necessary or desirable to comply with the requirements of Section 409A of the Code as interpreted by the Committee in its sole discretion for exclusion from gross income of amounts deferred under the Plan; 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 the limitations under Sections 401(a)(17) and 415 of the Code 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 at a time determined by the Committee in the form of a lump sum to the extent permitted by Section 409A of the Code, as interpreted by the Committee in its sole discretion for exclusion from gross income of amounts deferred under the Plan.

6.3 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.

6.4 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.

6.5 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.

6.6 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.

6.7 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.

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

6.9 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. Notwithstanding the foregoing, pursuant to rules comparable to those applicable to qualified domestic relations orders, as determined by the Committee, the Committee may direct a distribution prior to any distribution date otherwise described in the Plan, to an alternate payee (as defined under the rules applicable to qualified domestic relations orders) to the extent permitted by Section 409A of the Code as interpreted by the Committee in its sole discretion for exclusion from gross income of amounts deferred under the Plan .

6.10 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.

6.11 Compliance with Section 409A of the Code . Notwithstanding any other provision of the Plan to the contrary, the Plan is intended to comply with the requirements of Section 409A of the Code to avoid taxation under Section 409A(a)(1) of the Code and shall, at all times, be interpreted and operated in a manner consistent with this intention. Under no circumstances, however, shall the Company or any of its affiliates have any liability to any person for any taxes, penalties or interest due on amounts paid or payable under the Plan, including any taxes, penalties or interest imposed under Section 409A(a)(1) of the Code.

6.12 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 10.4

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

SEVERANCE POLICY FOR SENIOR MANAGEMENT

(As Amended and Restated Effective February 14, 2008)

TABLE OF CONTENTS

		PAGE

SECTION 1.	ESTABLISHMENT AND PURPOSE OF THE PLAN	1

SECTION 2.	ELIGIBLE EMPLOYEES	1

SECTION 3.	SEVERANCE PAY AND SEVERANCE BENEFITS	3

SECTION 4.	OFFSET	6

SECTION 5.	PAYMENT OF SEVERANCE PAY	6

SECTION 6.	REINSTATEMENT	7

SECTION 7.	WAIVER AND RELEASE AGREEMENT	7

SECTION 8.	PLAN ADMINISTRATION	7

SECTION 9.	CLAIMS PROCEDURES	8

SECTION 10.	AMENDMENT/TERMINATION/VESTING	9

SECTION 11.	PAY AND OTHER BENEFITS	9

SECTION 12.	NO ASSIGNMENT	10

SECTION 13.	RECOVERY OF PAYMENTS MADE BY MISTAKE	10

SECTION 14.	REPRESENTATIONS CONTRARY TO THE PLAN	10

SECTION 15.	COMPLIANCE WITH CODE SECTION 409A	10

SECTION 16.	NO EMPLOYMENT RIGHTS	10

SECTION 17.	COMPANY INFORMATION	11

SECTION 18.	CONFIDENTIALITY	11

SECTION 19.	PLAN FUNDING	11

SECTION 20.	APPLICABLE LAW	11

SECTION 21	SEVERABILITY	11

SECTION 22.	PLAN YEAR	12

SECTION 23.	RETURN OF COMPANY PROPERTY	12

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

SEVERANCE POLICY FOR SENIOR MANAGEMENT

SECTION 1 ESTABLISHMENT AND PURPOSE OF THE PLAN

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. (hereinafter “ FSA ”) has adopted the FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. SEVERANCE POLICY FOR SENIOR MANAGEMENT (hereinafter the “ Plan ”), for the benefit of the Senior Management (as hereinafter defined) of FSA and its current direct and indirect wholly-owned subsidiaries that have been designated by it as participating employers under the Plan (collectively referred to herein as the “ Company ”), as described herein. The Plan was adopted effective as of February 8, 1995, and was amended and restated effective March 13, 2000, May 17, 2001, November 13, 2003, September 9, 2004 and January 1, 2005. The Plan is intended to be, in part, a separation pay plan that does not provide for the deferral of compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and, in part, a plan that complies with the requirements of Code Section 409A to avoid taxation under Code Section 409A(a)(1). The Plan is hereby amended and restated, as set forth in this Plan document, effective February 14, 2008 to comply with the final regulations under Code Section 409A. The Plan is an unfunded welfare benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (hereinafter “ ERISA ”) and a severance pay plan within the meaning of the United States Department of Labor regulations section 2510.3-2(b). The purpose of the Plan is to provide an eligible employee whose employment terminates as described in Section 2 with Severance Pay and Severance Benefits for a specified period of time.

SECTION 2 ELIGIBLE EMPLOYEES

Members of Senior Management who have been employed with the Company for at least one (1) year and whose employment is (i) terminated by the Company for any reason other than for cause or (ii) constructively terminated, are eligible to participate in the Plan and shall be considered “ eligible employees ” under the Plan. “ Senior Management ” means, and shall be limited to, the permanent members of the Management Committee of the Company on the effective date of the Plan and any person who shall hereafter be designated as eligible to participate in the Plan by written notice thereof, signed by the President of the Company and expressly stating that such person is a member of “Senior Management” for purposes of the Plan. The permanent members of the Management Committee of the Company on the effective date of the Plan, as amended and restated, are (a) the Chief Executive Officer of the Company, (b) the Chief Operating Officer of the Company, (c) the General Counsel of the Company, (d) the Chief Financial Officer of the Company, (e) the Managing Director in charge of the Asset Finance Group of Financial Security Assurance Inc., and (f) the Chief Risk Management Officer of Financial Security Assurance Inc.

An eligible employee will be considered to have a “ termination ” of employment or have “ terminated ” employment with the Company if the eligible employee has a separation from service within the meaning of Code Section 409A. An employee generally has a separation from service within the meaning of Code Section 409A if the facts and circumstances indicate that the Company and the eligible employee reasonably anticipate that no further services will be performed by the eligible employee for the Company or any Affiliate after the separation date or that the level of bona fide services the eligible employee will perform for the Company and all

Affiliates after the separation date (whether as an employee or as an independent contractor) will decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if the eligible employee has been providing services for less than 36 months). Notwithstanding the foregoing, the employment relationship is treated as continuing while the eligible employee is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months, or if longer, so long as the individual retains the right to reemployment with the Company or any Affiliate under an applicable statute or contract. When a leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a period of at least six months and such impairment causes the eligible employee to be unable to perform the duties of his or her position or any substantially similar position, a 29-month maximum period of absence shall be substituted for the six-month maximum period described in the preceding sentence. As used herein, the term “ Affiliate ” means any corporation or other entity that would be considered a single employer with the Company pursuant to Code Sections 414(b) or 414(c).

Termination “ for cause ” means termination for unethical practices, illegal conduct or gross insubordination, but specifically excludes termination as a result of substandard performance. “ Constructive termination ” of employment occurs if an eligible employee terminates employment with the Company and all Affiliates within two years of the date on which, without the eligible employee’s consent, the eligible employee’s compensation or responsibilities are materially reduced, provided, however, that if the eligible employee gives notice to the Plan Administrator of such reduction in compensation or responsibilities with 90 days of the date on which such reduction occurs and the condition is remedied within 30 days of receipt such notice, the eligible employee’s termination of employment shall not be a constructive termination under the Plan. The determination as to whether an employee has been (i) terminated for cause or (ii) constructively terminated, will be made by the Plan Administrator, in its sole discretion, consistent with the requirements of Code Section 409A to avoid taxation under Code Section 409A(a)(1). An otherwise eligible employee shall not be eligible for Severance Pay and Severance Benefits under the Plan if:

(a) the eligible employee’s employment with the Company terminates by reason of death or disability;

(b) the eligible employee’s employment with the Company terminates through retirement, voluntary resignation, job abandonment or failure to report for work;

(c) the eligible employee’s employment with the Company is involuntarily terminated after the eligible employee refuses a transfer to a new position at the same geographical location of the Company, and such transfer does not constitute a constructive termination;

(d) the eligible employee is employed in a Company operation or facility substantially all of the assets of which are sold and the eligible employee is offered a comparable position, as determined by the Plan Administrator, with the purchaser;

(e) the eligible employee fails or refuses to continue in the employment of the Company until the end of the notice period provided for in the notice of termination described in Section 3 below (absent constructive termination during such notice period); or

(f) the Plan is terminated.

SECTION 3 SEVERANCE PAY AND SEVERANCE BENEFITS

In exchange for providing the Plan Administrator a valid Waiver and Release Agreement in a form acceptable to the Company, an eligible employee shall be eligible to receive Severance Pay and Severance Benefits in accordance with the paragraphs set forth below. The consideration for the voluntary Waiver and Release Agreement shall be the Severance Pay and the Severance Benefits that the eligible employee would not otherwise be eligible to receive.

(a) Severance Pay . An eligible employee shall be eligible to receive Severance Pay in accordance with the following:

(1) Chief Executive Officer and Chief Operating Officer : Each eligible employee who served as the Chief Executive Officer or the Chief Operating Officer of the Company shall be eligible to receive eighteen (18) months of pay.

(2) Permanent Members of Management Committee : Each eligible employee who served as a permanent member of the Management Committee of the Company (and who did not serve as the Chief Executive

Officer or the Chief Operating Officer of the Company) shall be eligible to receive twelve (12) months of pay.

For purposes of determining the amount of Severance Pay to which an eligible employee is entitled, “ months of pay ” (a) shall be determined on the basis of (a) the eligible employee’s monthly salary on his or her separation date and (b) shall include the eligible employee’s most recent bonus (or three year average, if higher), with one-twelfth (1/12th) of such bonus amount being allocated to each month of pay. An eligible employee’s base salary and bonus shall include amounts deferred under the Financial Security Assurance Holdings Ltd. Deferred Compensation Plan and the Financial Security Assurance Inc. Cash or Deferred Plan, and amounts allocated to the Financial Security Assurance Flex Plan. For this purpose, “ bonus ” shall also include any amounts converted into an equity bonus under the Financial Security Assurance Holdings Ltd. 1993 Equity Participation Plan. For all purposes of the Plan, the term “separation date” shall mean the date on which the eligible employee has a termination of employment. In the event an eligible employee receives formal written notice of a future termination of employment and employment is not terminated until the date provided in such notice, then the Plan Administrator may, in its discretion, reduce the period of Severance Pay by the length of the notice period, in an amount of up to one-third (1/3) of the severance period. For purposes of the Plan, “ severance

period ” shall mean the period of time over which an eligible employee is to receive Severance Pay pursuant to this Section 3.

(b) Severance Benefits .

(1) Continuation of Hospital, Medical, Dental, Prescription Drug and Vision Coverages. An eligible employee may elect continuation of his or her Company sponsored hospital, medical, dental, prescription drug and vision benefits (“ health benefits ”) under COBRA, as defined in Code Section 4980B(f)(2) (“ COBRA coverage ”) for a period of up to eighteen (18) months following the separation date. The eligible employee shall pay the same premium paid by active employees for their Company sponsored health benefits, and the Company shall pay the remaining portion of the premium during the severance period. The COBRA coverage provided at this reduced cost shall continue until the end of the month for which the eligible employee is permitted to pay the same premium paid by similarly situated active employees for their Company sponsored health benefits. After the end of the severance period, the eligible employee may elect to continue his or her health benefits under COBRA for up to the remainder of the eighteen (18) months; however, the eligible employee must pay the full premium for such coverage plus a two percent (2%) administrative charge, or 102% of the total premium cost. If the eligible employee dies prior to the end of the period of time that he or she would have received his or her Severance Benefits, and if the eligible employee’s spouse and/or dependents are entitled to continued COBRA coverage, the Company shall pay the entire cost of such coverage for the remainder of the severance period. Thereafter, the spouse and/or dependents may elect to continue COBRA coverage; however they must pay the full premium cost for such coverage plus a two percent (2%) administrative charge.

(2) Life Insurance Benefits. Coverage under the Financial Security Assurance Inc. Life and AD & D Insurance Plan shall continue on the same basis as similarly situated active employees during the severance period to the extent, if any, that the insurance carrier will so allow.

(3) Disability Insurance Coverage . Coverage under Company sponsored disability insurance shall continue on the same basis as for similarly situated active employees during the severance period to the extent, if any, that the insurance carrier will so allow.

(1) Gross-Up Payments. Anything in the Plan to the contrary notwithstanding (including the provisions of Section 15), in the event that it shall be determined that any payment or distribution by the Company to or for the benefit of an eligible employee (whether paid or payable or distributed or distributable pursuant to the terms of the Plan or otherwise)

(a “ Payment ”) would be subject to the excise tax imposed by Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “ Code ”), or that any interest or penalties are incurred by an eligible employee with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the “ Excise Tax ”), then the eligible employee shall be entitled to receive an additional payment (the “ Gross-Up Payment ”) in an amount such that after payment by the eligible employee of all taxes (including any interest or penalties imposed with respect to such taxes and Excise Tax) imposed upon the Gross-Up Payment, the eligible employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(2) Determination of Gross-Up Payments. All determinations required to be made under this Section 3(c), including whether and when the Gross-Up Payment is required and the amount of such Gross-Up Payment including any determination of the parachute payments under Code Section 280G(b)(2), and the assumptions to be utilized in arriving at such determinations shall be made by a nationally recognized certified public accounting firm that is mutually selected by the eligible employee and the Company (the “ Accounting Firm ”) which shall provide detailed supporting calculations both to the Company and the eligible employee within 15 business days of the receipt of notice from the eligible employee that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment shall be paid by the Company to the eligible employee within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the eligible employee. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Gross-Up Payment made will have been an amount less than the Company should have paid pursuant to this Section 3(c) (the “ Underpayment ”). In the event that the eligible employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment and any such Underpayment shall be promptly paid by the Company to or for the benefit of the eligible employee. Notwithstanding the foregoing, no Gross-Up Payment or Underpayment shall be paid later than the end of the calendar year following the calendar year in which the eligible employee pays the Excise Tax to which it relates.

(d) Certain Additional Payments . The Plan Administrator, acting in its sole discretion may, in writing, enhance the amount of Severance Pay and/or Severance Benefits that an eligible employee is eligible to receive over the amount of Severance Pay and Severance Benefits described above and/or make available to the eligible employee other forms of Severance Benefits.

SECTION 4 OFFSET

Severance Pay and Severance Benefits provided under the Plan shall be offset by any severance pay or severance benefits provided to an eligible employee under an authorized written employment agreement containing a severance provision, an authorized written severance agreement, any other group reorganization/restructuring benefit plan or program sponsored by the Company or any severance benefit mandated by law. By accepting Severance Pay and Severance Benefits under the Plan, an eligible employee waives all rights to receive benefits under the Financial Security Assurance Holdings Ltd. Severance Policy. In the event an eligible employee who is receiving Severance Pay and Severance Benefits under the Plan is employed in any respect (including as a consultant or self-employed) during the severance period, due and unpaid Severance Pay shall be offset by an amount equal to fifty percent (50%) of the compensation received by the eligible employee from the new employment during the severance period, and, if employed with another employer, Severance Benefits shall cease. The eligible employee shall be obligated to refund any amounts paid by the Company as Severance Pay that exceed the amount of Severance Pay payable to the eligible employee hereunder giving effect to the offset referred to in the preceding sentence. An eligible employee shall, as a condition of receiving Severance Pay and Severance Benefits under the Plan, undertake to provide to the Company prompt notice of the commencement of any new employment of such eligible employee during the severance period.

SECTION 5 PAYMENT OF SEVERANCE PAY

Severance Pay that becomes payable shall be paid in substantially equal installments in accordance with the Company’s regular payroll payment schedule commencing with the first regular payroll payment date occurring after expiration of the seven (7) day period during which an eligible employee may revoke his or her Waiver and Release Agreement (as explained more fully below under the Section entitled “ WAIVER AND RELEASE AGREEMENT ”), but no later than the first regular payroll payment date that is at least six months after the eligible employee’s separation date; provided, however, any Severance Pay payable pursuant to Section 3(a), the value of any Severance Benefits provided pursuant to Sections 3(b)(2) and 3(b)(3), any Gross-Up Payments or Underpayments made pursuant to Section 3(c) and any enhancements made pursuant to Section 3(d) that are paid or provided during the six-month period following the eligible employee’s separation date (the “ restricted period ”) shall not exceed two times the lesser of:

(a) the sum of the eligible employee’s annualized compensation based upon the annual rate of pay for services provided to the Company and all Affiliates for the calendar year preceding the calendar year in which the eligible employee has a separation from service (adjusted for any increase during the year in which the eligible employee has a separation from service that would be expected to continue indefinitely if the eligible employee had not separated from service); or

(b) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for such year.

Any Severance Pay under Section 3(a), Severance Benefits under Sections 3(b)(2) and 3(b)(3), Gross-Up Payments or Underpayments under Section 3(c) or enhancements under Section 3(d) otherwise payable or to be provided during the restricted period that exceed the limitation above shall be accumulated and paid or provided to the eligible employee on the first regular payroll payment date that is at least six months after the eligible employee’s separation date. All legally required taxes and any sums owing to the Company shall be deducted from Severance Pay payments.

SECTION 6 REINSTATEMENT

In the event that an eligible employee who is receiving Severance Pay or Severance Benefits is permanently reemployed by the Company, the payment of Severance Pay and the availability of Severance Benefits under the Plan shall cease as of the date his or her reemployment begins.

SECTION 7 WAIVER AND RELEASE AGREEMENT

In order to receive Severance Pay and Severance Benefits, an eligible employee must submit a signed Waiver and Release Agreement form to the Plan Administrator no later than twenty-one (21) days after his or her separation date. If the termination of the eligible employee is part of a group termination, the signed Waiver and Release Agreement must be submitted to the Plan Administrator no later than forty-five (45) days after his or her separation date. Attached to the Waiver and Release Agreement, if required by law, as Attachment I will be a list of job titles and ages of employees of the Company who are eligible for the Plan, and as Attachment II will be a list of the ages of employees of the Company who are not eligible for the Plan. An eligible employee may revoke his or her signed Waiver and Release Agreement within seven (7) days of his or her signing the Waiver and Release Agreement. A revocation by an eligible employee must be made in writing and must be received by the Plan Administrator within such seven (7) day period. An eligible employee who timely revokes his or her Waiver and Release Agreement shall not be eligible to receive any Severance Pay and Severance Benefits under the Plan. An eligible employee who timely submits a signed Waiver and Release Agreement form and who does not exercise his or her right of revocation shall be eligible to receive Severance Pay and Severance Benefits. Eligible employees shall be encouraged to contact their personal attorney to review the Waiver and Release Agreement form if they so desire.

SECTION 8 PLAN ADMINISTRATION

FSA shall serve as the “Plan Administrator” of the Plan and a “named fiduciary” within the meaning of such terms as defined in ERISA. The Plan Administrator shall have the discretionary authority to determine eligibility for Plan benefits and to construe the terms of the Plan, including the making of factual determinations. The Plan Administrator shall have the discretionary authority to determine eligibility for, and the amount of, Plan benefits and to construe the terms of the Plan, including making any factual determinations. The decisions and constructions of the Plan Administrator shall be final, binding, and conclusive as to all parties, unless found by a court of competent jurisdiction to be arbitrary and capricious. The Plan Administrator may delegate to other persons responsibilities for performing certain of the duties of the Plan Administrator under the terms of the Plan and may seek such expert advice as the Plan Administrator deems reasonably necessary with respect to the Plan. The Plan Administrator shall be entitled to rely upon the information and advice furnished by such delegatees and

experts, unless actually knowing such information and advice to be inaccurate or unlawful. In no event shall an eligible employee or any other person be entitled to challenge a decision of the Plan Administrator in court or in any other administrative proceeding unless and until the claim and appeals procedures established under the Plan have been complied with and exhausted.

SECTION 9 CLAIMS PROCEDURES

The Company shall appoint an individual or committee of individuals (the “ decisionmaker ”) to evaluate claims made under the Plan. Within 90 days after the Company receives a written claim for benefits under the Plan, the decisionmaker will either approve the claim or notify the claimant that the claim is denied. The decisionmaker may extend this time period by up to an additional 90 days under special circumstances and shall notify the claimant of the extension and the reasons therefore within the initial 90-day period.

If a claim is denied, in whole or in part, the decisionmaker shall furnish to the claimant, at the time of the denial, a written notice setting forth in a manner calculated to be understood by the claimant: (i) the reason(s) for the denial, including a reference to any applicable provisions of the Plan; (ii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iii) an explanation of the Plan’s review procedures and the time limits applicable to such procedures.

A claimant who has received a notice denying a claim, in whole or in part, may request in writing a review of the claim within 60 days after receiving a notice of denial. Such request may be made either in person or by a duly authorized representative and shall set forth all the bases of the request for review, any facts supporting the review and any issues or comments the claimant deems pertinent. The claimant may submit documents, records and other information in support of the review and shall be provided upon request, free of charge, reasonable access to and copies of all documents, records and other information relevant to the claimant’s appeal.

The Company shall appoint an individual or committee of individuals to review the appeal of any claim denial under the Plan (the “ claim reviewer ”). The claim reviewer shall make a decision with respect to a claim review promptly, but not later than 60 days after receipt of the appeal. The claim reviewer may extend this time period by up to an additional 60 days under special circumstances by providing the claimant with notice of the extension and the reasons therefore within the initial 60-day period. The claim reviewer will be a different person(s) from the person(s) who made the initial determination and will not be a subordinate of the original decisionmaker or a relative of such subordinate. The claim reviewer will not grant deference to the initial decision and will consider all information submitted, regardless of whether it was considered in connection with the initial claim.

The final decision of the claim reviewer shall be in writing, give specific reasons for the decision, provide specific references to the pertinent provisions of the Plan on which the decision is based and include both a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claimant’s claim for benefits and a statement of the claimant’s right to bring an action in court.

SECTION 10 AMENDMENT/TERMINATION/VESTING

The Company may terminate or amend the Plan at any time and from time to time, for any reason or no reason; provided , however , that any such termination or amendment of the Plan that is adverse to the interest of any eligible employee under the Plan shall be effective only (i) as to any eligible employee first becoming an employee after the date of such amendment or termination or (ii) as to any other employee, on or after December 31, 2004. Any amendment or termination of the Plan shall be adopted by the Board of Directors of FSA and executed by an authorized officer of FSA. In no event will the termination of the Plan reduce Severance Pay and Severance Benefits previously granted under the Plan to an eligible employee who has terminated employment.

SECTION 11 PAY AND OTHER BENEFITS

An eligible employee’s participation in all of the Company’s employee pension benefit plans and employee welfare plans in which he or she is enrolled as of his or her separation date shall cease as of his or her separation date, except as provided above with respect to COBRA coverage and life and disability insurance benefits. All pay and other benefits, including unreimbursed valid business expenses and accrued but unpaid salary (but excluding Plan benefits), payable to an eligible employee upon his or her separation date shall be paid in accordance with the terms of those established policies, plans and procedures. An eligible employee who is participating in the Plan shall not be eligible for any other type of severance benefits under any other severance pay plan, program or policy of the Company. Eligible employees shall receive payment for unused vacation days on the first payroll date following the eligible employee’s termination of employment. Such payment shall be equal to one twentieth (1/20th) of one month of Severance Pay for every vacation day and shall be paid in a single lump sum payment. Such payment shall not reduce the amount of Severance Pay otherwise payable to the eligible employee under the Plan. For purposes of the foregoing,

(a) total vacation days for any eligible employee in respect of any calendar year shall equal the sum of:

(1) carryover vacation days to which the eligible employee is entitled in accordance with Company policy from the year prior to the year in which the eligible employee’s separation date occurred; and

(2) the product (rounded up to the nearest whole number) of:

(A) the annual number of vacation days to which the eligible employee is entitled in accordance with Company policy; and

(B) a fraction,

(i) the numerator of which is the number of days of the year which have elapsed from the January 1 of the year in which

the eligible employee’s separation date occurs through and including the eligible employee’s separation date, and

(ii) the denominator of which is three hundred and sixty-five (365); and

(b) unused vacation days for any eligible employee in respect of any calendar year will equal total vacation days in respect of such year determined in accordance with subsection (a) above, less vacation days used in such year.

SECTION 12 NO ASSIGNMENT

Severance Pay or Severance Benefits payable under the Plan shall not be subject to anticipation, alienation, pledge, sale, transfer, assignment, garnishment, attachment, execution, encumbrance, levy, lien, or charge, and any attempt to cause such Severance Pay or Severance Benefits to be so subjected shall not be recognized, except to the extent required by law.

SECTION 13 RECOVERY OF PAYMENTS MADE BY MISTAKE

An eligible employee shall be required to return to the Company any Severance Pay or Severance Benefits, or portion thereof, made by a mistake of fact or law.

SECTION 14 REPRESENTATIONS CONTRARY TO THE PLAN

No employee, officer, or director of the Company has the authority to alter, vary or modify the terms of the Plan except by means of an authorized written amendment to the Plan. No verbal or written representations contrary to the terms of the Plan and its written amendments shall be binding upon the Plan, the Plan Administrator or the Company.

SECTION 15 COMPLIANCE WITH CODE SECTION 409A

Notwithstanding any other provision of the Plan to the contrary, the Plan is intended to comply with the requirements of Code Section 409A to avoid taxation under Code Section 409A(a)(1) or, as applicable, to be a separation pay plan that does not provide for the deferral of compensation under Code Section 409A and shall, at all times, be interpreted and operated consistent with this intention. Under no circumstances, however, shall the Company have any liability to any person for any taxes, penalties or interest due on amounts paid or payable under the Plan, including any taxes, penalties or interest imposed under Code Section 409A(a)(1), except as provided in Section 3(c).

SECTION 16 NO EMPLOYMENT RIGHTS

The Plan shall not confer employment rights upon any person. No person shall be entitled, by virtue of the Plan, to remain in the employ of the Company and nothing in the Plan shall restrict the right of the Company to terminate the employment of any eligible employee at any time.

SECTION 17 COMPANY INFORMATION

Eligible employees may have access to Company Information. Recognizing that the disclosure or improper use of such Company Information will cause serious and irreparable injury to the Company, as a condition of receiving Severance Pay and Severance Benefits eligible employees with such access acknowledge that (i) they will not at any time, directly or indirectly, disclose Company Information to any third party or otherwise retain or use such Company Information for their own benefit or the benefit of others, (ii) if they disclose or improperly use any Company Information, the Company shall be entitled to apply for and receive an injunction to restrain any violation of this paragraph, and (iii) eligible employees shall be liable for any damages the Company incurs, including litigation costs and reasonable attorneys’ fees.

“ Company Information ” shall mean any confidential, financial, marketing, business, technical or other information, including, without limitation, information that the eligible employee prepared, caused to be prepared, received in connection with and/or contemporaneous with his or her employment with the Company, such as information provided by customers that is not generally known in the industry, objective and subjective evaluations of management, transactions or proposed transactions, trade secrets, personnel information and marketing methods and techniques. The term “ Company Information ” specifically excludes information that is generally known in the industry (except when known based upon the eligible employee’s actions in contravention of this provision) or that is otherwise publicly available.

SECTION 18 CONFIDENTIALITY

Eligible employees are prohibited from disclosing the existence of this Plan and its terms and conditions, to any other past, present or future employees of the Company, or to any other person, except (and in such cases, only to the extent necessary) to the eligible employee’s immediate family, attorneys, accountants, financial advisors, lending institutions, federal, state or local taxing authorities, or as otherwise required by law, or for the enforcement of the Plan terms.

SECTION 19 PLAN FUNDING

No eligible employee shall acquire by reason of the Plan any right in or title to any assets, funds, or property of the Company. Any Severance Pay or Severance Benefits that become payable under the Plan are unfunded obligations of the Company and shall be paid from the general assets of the Company. No employee, officer, director or agent of the Company guarantees in any manner the payment of Severance Pay or Severance Benefits.

SECTION 20 APPLICABLE LAW

The Plan shall be governed and construed in accordance with ERISA and in the event that any reference shall be made to State law, the internal laws of the State of New York shall apply.

SECTION 21 SEVERABILITY

If any provision of the Plan is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of the Plan shall continue in full force and effect.

SECTION 22 PLAN YEAR

The ERISA plan year of the Plan shall be the calendar year.

SECTION 23 RETURN OF COMPANY PROPERTY

All Company property (including keys, credit cards, identification cards, office equipment, portable computers and cellular telephones) and Company Information (including all copies, duplicates, reproductions or excerpts thereof) must be returned by the eligible employee as of his or her separation date in order for such eligible employee to commence receiving Severance Pay and Severance Benefits under the Plan.

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.


By:

Its:

Attachment I to

Financial Security Assurance Holdings Ltd. Severance Policy for Senior Management

WAIVER AND RELEASE AGREEMENT

(1) Waiver and Release, Etc. In consideration for the Severance Pay and Severance Benefits to be provided to me under the terms of the FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. SEVERANCE POLICY FOR SENIOR MANAGEMENT (hereinafter, the “Plan”), I, on behalf of myself and my heirs, executors, administrators, attorneys and assigns, hereby waive, release and forever discharge FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. (hereinafter, the “Company”) and the Company’s parent, subsidiaries, divisions and affiliates, whether direct or indirect, its and their joint ventures and joint venturers (including its and their respective directors, officers, associates, employees, shareholders, partners and agents, past, present and future), and each of its and their respective successors and assigns (hereinafter collectively referred to as “Releasees”), from any and all known or unknown actions, causes of action, claims or liabilities of any kind which have or could be asserted against the Releasees arising out of or related to my employment with and/or separation from employment with the Company and/or any of the other Releasees and/or any other occurrence up to and including the later of the date of this Agreement and the date of termination of employment with the Company and/or any of the other Releasees, including but not limited to:

(a) claims, actions, causes of action or liabilities arising under Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act, as amended (the “ADEA”), the Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, and/or any other federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or

(b) claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or

(c) any other claim whatsoever including, but not limited to, claims for severance pay, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, statutory or other claim whatsoever arising out of or relating to my employment with and/or separation from employment with the Company and/or any of the other Releasees,

but excluding the right to file an administrative charge or participate in an investigation conducted by the Equal Employment Opportunity Commission (the “EEOC”), any claims that I may make under state workers’ compensation or unemployment laws, and/or any claims that by law I cannot waive. I am waiving, however, any right to monetary recovery should the EEOC or any other agency pursue any claim on my behalf. I further waive, release, and discharge the Company and/or any of the other Releasees from any reinstatement rights that I have or could

have and I acknowledge that I have not suffered any on-the-job injury for which I have not already filed a claim. I also agree never to sue the Company and/or any of the Releasees on the basis of any and all claims of any type to date arising out of any aspect of my employment with and/or separation from employment with the Company and/or any of the Releasees, except for a claim under the ADEA, including a challenge to the validity of this Agreement under that law. I understand that this Agreement includes a release of all known and unknown claims arising up to and including the date of this Agreement.

(2) Company Information. I acknowledge that I may have access to certain confidential and other information of the Company, referred to in the Plan as “Company Information”. Recognizing that the disclosure or improper use of Company Information may cause serious and irreparable injury to the Company, I agree that I will not at any time, directly or indirectly, disclose Company Information or use Company Information for my own benefit or the benefit of any other party except as permitted under the Plan.

(3) Cooperation; Return of Company Property. I agree to cooperate with the Company with respect to providing information with respect to matters with which I was involved at the time of my termination of employment and to cooperate, at the expense of the Company, in the defense or pursuit by the Company of, or response by the Company to, any litigation, investigation or dispute relating to matters in which I participated during my term of employment with the Company. I agree to return to the Company all Company property in my possession as promptly as practicable, including, without limitation, any keys, credit cards, documents and records, identification cards, office equipment, portable computers, mobile telephones and parking permits.

(4) Consequences of Breach. In the event that I breach this Agreement by violating any of the provisions of paragraph (1), (2) or (3), I acknowledge that (a) the Company shall be entitled to apply for and receive an injunction to restrain any violation of such paragraphs, (b) I shall be required to pay the Company’s and/or any of the Releasees’ litigation costs and expenses, including reasonable attorneys’ fees, associated with defending against my lawsuit and (c) I shall be obligated to repay to the Company eighty percent (80%) of the Severance Pay already paid to me and to forfeit eighty percent (80%) of the Severance Pay not yet paid to me. Such repayment and/or forfeiture shall not affect the validity of this Agreement.

(5) Offset. I understand that, in the event I become employed during the severance period, due and unpaid Severance Pay will be offset by an amount equal to fifty percent (50%) of the compensation received by me from the new employment during the severance period (including employment as a consultant or self-employed), and, if employed with another employer, Severance Benefits shall cease. I agree to refund any amounts paid by the Company as Severance Pay that exceed the amount of Severance Pay payable to me under the Plan giving effect to the offset referred to in the preceding sentence. I further agree to provide to the Company prompt notice of the commencement of any such new employment.

(6) Other Plans. I understand that this Agreement will not limit any of my rights or obligations in respect of any Company sponsored plans, each of which has its own provisions governing the rights of employees thereunder in respect of which I agree to remain bound, except that I hereby waive, release and shall not assert in any forum any claim or right arising out of or

in connection with my termination of employment on the basis that such termination interfered with attainment of any rights under such a plan or was otherwise discriminatory or illegal. The foregoing plans include the Company’s pension plans (Money Purchase Plan and Supplemental Executive Retirement Plan), Cash or Deferred Plan (401(k) plan), home computer program, cafeteria plan (“flex plan”), medical plans, Supplemental Restricted Stock Plan, 1993 Equity Participation Plan and Deferred Compensation Plan. I understand that, for purposes of determining my rights under the foregoing plans, my employment with the Company will be deemed to have been terminated by the Company without cause.

(7) Review and Revocation Periods. I acknowledge that I have been given at least twenty-one (21) days to consider this Agreement thoroughly and I was encouraged to consult with my personal attorney, if desired, before signing below. I understand that I may revoke this Agreement within seven (7) days after its signing and that any revocation must be made in writing and submitted within such seven (7) day period to the Plan Administrator. I understand that this Agreement will not be effective or enforceable until after this seven (7) day period. I further understand that if I revoke this Agreement, I shall not receive Severance Pay and Severance Benefits under the Plan.

(8) Severability. I agree that if any provision of this Agreement is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or controlling law, the remainder of this Agreement shall continue in full force and effect.

(9) Governing Law. This Agreement is deemed made and entered into in the State of New York, and in all respects shall be interpreted, enforced and governed under the internal laws of the State of New York, to the extent not governed by federal law. Any dispute under this Agreement shall be adjudicated by a court of competent jurisdiction in the State of New York.

The undersigned hereby acknowledges and agrees that he or she has carefully read and fully understands all the provisions of this Agreement and has voluntarily entered into this Agreement by signing below as of the date set forth below.


(Print name)


(Signature)		(Date)

Exhibit 10.5

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

AGREEMENT EVIDENCING AN AWARD OF DEXIA RESTRICTED STOCK

February 14, 2008

To: [ ] “ Employee ”

We are pleased to notify you that by the determination of the Human Resources Committee (the “ Committee ”) of the Board of Directors of Financial Security Assurance Holdings Ltd. (together with any successor thereto, the “ Company ”) (Number of Shares) ( ) shares of Dexia Restricted Stock have been awarded to you under the Financial Security Assurance Holdings Ltd. 2004 Equity Participation Plan (as amended from time to time, the “ Plan ”). Unless otherwise defined herein, all capitalized terms contained herein shall have the definitions that are ascribed to them in the Plan.

As described herein, your shares of Dexia Restricted Stock will be allocated (i) 33-1/3% to the three-year Restricted Period scheduled to end December 31, 2010 and (ii) 66-2/3% to the four-year Restricted Period scheduled to end December 31, 2011. Pursuant to the terms of the Plan and this Agreement, the restrictions on vested Dexia Restricted Stock allocated to each Restricted Period will lapse at the end of such Restricted Period and unrestricted shares of Dexia Stock will be distributed at that time. During the Restricted Period, your shares of Dexia Restricted Stock will be held in custody in a securities account maintained by a custodian designated by the Company, subject to the provisions of this Agreement and the Plan.

1. Purpose of Award .

The purpose of the Plan pursuant to which your shares of Dexia Restricted Stock have been awarded is to enable the Company to retain and attract executives and employees who will contribute to the Company’s success by their ability, ingenuity and industry, and to enable such executives and employees to participate in the long-term growth of the Company and Dexia by obtaining a proprietary interest in the Company or Dexia and/or the cash equivalent thereof.

2. Acceptance of the Dexia Restricted Stock Award Agreement.

Your execution of this Dexia Restricted Stock award agreement (this “ Agreement ”) will indicate your acceptance of, and your agreement to be bound by, the terms set forth in this Agreement and in the Plan.

3. Vesting Period .

On the date hereof, you are vested in none of the shares of Dexia Restricted Stock subject to this award. Subject to the provisions of this Section 3 and the Plan, your shares of Dexia Restricted Stock shall vest according to the following schedule:

Vesting Date		% of Dexia Restricted Stock Award Vesting
June 30, 2010		33-1/3%
June 30, 2011		66-2/3%

The period from the date of grant of your shares of Dexia Restricted Stock to the date such shares are scheduled to become vested is referred to as the “ Normal Vesting Period .”

In the event of termination of your employment for any reason during the Normal Vesting Period, (i) you shall forfeit all your shares of Dexia Restricted Stock that have not become vested prior to your date of

termination, except as specified below in this Section 3, and (ii) any shares of vested Dexia Restricted Stock held by you (including shares that become vested as specified below in this Section 3) will be distributed in the form of shares of unrestricted Dexia Stock at the conclusion of the applicable Restricted Period, subject to your right to sell such shares to the Company as described in Section 6. The period from the date of award of your Dexia Restricted Stock to the actual date of vesting (taking into account the earlier vesting as a result of the events described below in this Section 3) is referred to as the “ Forfeiture Period .”

· Upon termination of your employment by the Company without Cause, a portion of your shares of Dexia Restricted Stock subject to this award that have not become vested prior to the date of such termination shall vest as of such date, such portion to equal the ratio of (i) the number of days in the Normal Vesting Period applicable to such shares that have elapsed as of the date of termination, over (ii) the total number of days in such Normal Vesting Period.

· Upon becoming eligible for Retirement at age 55 with 5 Years of Service (your “ Retirement Eligibility Date ”), a portion of your shares of Dexia Restricted Stock subject to this award that have not become vested prior to your Retirement Eligibility Date shall vest as of such date, such portion to equal the ratio of (i) the number of days in the Normal Vesting Period applicable to such shares that have elapsed as of the Retirement Eligibility Date, over (ii) the total number of days in such Normal Vesting Period. The shares of Dexia Restricted Stock subject to this award that are still unvested following your Retirement Eligibility Date shall vest in equal installments as of the last day of each of the Company’s fiscal quarters ending during the remaining term of the applicable Normal Vesting Period, provided that, in the case of each such installment, you remain employed by the Company until the applicable vesting date.

· All your unvested shares of Dexia Restricted Stock awarded hereunder shall vest (i) upon your death or Disability while you are employed by the Company or (ii) to the same extent that Performance Shares vest, in the event of a Change in Control while you are employed by the Company.

4. Restricted Period .

From the date of award of your Dexia Restricted Stock until 6 months following the expiration of the Forfeiture Period (such period, the “ Restricted Period ”), you shall not be permitted, voluntarily or involuntarily, to sell, transfer, pledge, anticipate, alienate, encumber or assign your shares of Dexia Restricted Stock awarded hereunder except by will or the laws of descent and distribution; provided that the Restricted Period for any shares of Dexia Restricted Stock that are automatically sold to the Company or to Dexia to satisfy withholding tax requirements in accordance with Section 8 below shall expire at the expiration of the applicable Forfeiture Period. The Restricted Periods set forth below shall apply to your shares of Dexia Restricted Stock that vest at the conclusion of the Normal Vesting Period:

Vesting Date	Restricted Period Ended	% of Dexia Restricted Stock Award Becoming Unrestricted
June 30, 2010	December 31, 2010	33-1/3%
June 30, 2011	December 31, 2011	66-2/3%

5. Dividends and Voting Rights .

Other than the restrictions on transfer during the Restricted Period, the risk of forfeiture during the Normal Vesting Period and any other terms and conditions of your award set forth herein and in the Plan, you shall have all of the rights of a holder of Dexia Stock in respect of your shares of Dexia Restricted Stock, including the right to vote the shares and the right to receive any cash dividends; provided that any stock dividends paid, or proceeds of stock splits, shall remain Dexia Restricted Stock subject to the same custody arrangement, vesting provisions and Restricted Period applicable to the Dexia Restricted Stock in respect of which such stock dividend was paid or stock split was made. Cash dividends received with respect to your Dexia Restricted Stock shall be converted into U. S. dollars at the then applicable exchange rates and paid to you promptly following receipt by the custodian of such dividends but, in any event, not later than 2 ½ months following the year in which such cash dividends are received by the custodian.

6. Election to Sell Stock .

Prior to the date on which the Restricted Period shall be completed with respect to vested shares of Dexia Restricted Stock awarded to you hereunder, you shall be given an opportunity to elect to sell to the Company all or a portion of such shares, if any, that you would be entitled to receive following completion of such Restricted Period. Such election shall be made in writing and shall be delivered to the Company’s Chief Financial Officer or General Counsel, or such other officer as the Committee shall from time to time designate. Notwithstanding any election to sell made by you, the Committee may, in its sole and absolute discretion, on behalf of the Company, refuse to purchase shares of unrestricted Dexia Stock from you. If you fail to make a timely election with respect to any vested shares of Dexia Restricted Stock prior to completion of the Restricted Period, the Committee, in its sole discretion, may nonetheless purchase shares of Dexia Stock that you offer for sale to the Company. Any Dexia Stock purchased by the Company pursuant to this Section 6 shall be purchased at the Fair Market Value of Dexia Stock as of the last day of the Restricted Period (or if such day is not a trading day for Dexia Stock, then the first succeeding trading day for Dexia Stock), converted into U. S. dollars using the noon buying rate published by the Federal Reserve Bank of New York for such date (or, if such rate is no longer published, such other rate as the Committee shall approve).

7. Distributions and Payments on Completion of Restricted Period .

In furtherance of an election made under Section 6 of this Agreement, and subject to the Company’s rights thereunder, distributions of Dexia Stock and/or payments of cash for the purchase of shares of Dexia Restricted Stock allocated to a particular Restricted Period covered by this award shall be made to you within ten (10) days after the completion of such Restricted Period.

8. Tax Withholding .

In accordance with Section 11(d) of the Plan, you shall automatically sell to the Company a number of whole and/or fractional shares of Dexia Stock that would otherwise be distributed to you upon expiration of the Forfeiture Period in order to satisfy the minimum withholding requirement for all applicable Federal, state and local income, excise and employment taxes; provided that you may elect to satisfy any such withholding requirement by the delivery of cash. Such election must be made in writing and delivered to the Company’s Chief Financial Officer or General Counsel or such other officer as the Committee shall from time to time designate no later than thirty (30) days prior to the date of any such withholding requirement. Any shares of Dexia Stock sold to the Company pursuant to this Section 8 shall be valued at their Fair Market Value on the date of the applicable withholding requirement (or if such day is not a trading day for Dexia Stock, then the first succeeding trading day

for Dexia Stock), converted into U. S. dollars using the noon buying rate published by the Federal Reserve Bank of New York for such date (or, if such rate is no longer published, such other rate as the Committee shall approve).

9. Dexia Stock Ceases to be Outstanding .

If, as a result of any merger, reorganization or other business combination or any other event or occurrence (a “ Realization Event ”), Dexia Stock is converted or exchanged for cash, shares or other consideration (the “ Realization Consideration ”), each share of Dexia Restricted Stock awarded hereunder outstanding immediately prior to such Realization Event shall be converted into the Realization Consideration at the same time and on the same terms as applicable to Dexia Stock in general and shall be subject to the terms and conditions of Section 6(c) of the Plan applicable to the Dexia Restricted Stock for which the Realization Consideration was paid, including the timing of payment, transfer and forfeiture provisions applicable with respect to the remaining term of the applicable Restricted Period and the Forfeiture Period, unless, in any such case, waived by the Committee in its sole discretion; provided that (i) to the extent that the Realization Consideration consists of shares, the provisions hereof applicable to Dexia Restricted Stock shall apply to such shares as if such shares were Dexia Restricted Stock; and (ii) to the extent that the Realization Consideration consists of cash (the “ Restricted Cash Amount ”), the Restricted Cash Amount shall be paid to you on the first regular payroll payment date that is at least six months after the end of the Normal Vesting Period applicable to the Dexia Restricted Stock for which the Restricted Cash Amount was substituted. Such Restricted Cash Amount shall be converted into U.S. dollars using the noon buying rate published by the Federal Reserve Bank of New York for the date of receipt of such cash (or if such rate is no longer published, such other rate as the Committee shall approve) and credited with a rate of return equal to the Company’s ROE from the date of conversion into cash until the date of payment. The Company’s obligation to pay the Restricted Cash Amount, along with any deemed earnings or losses thereon, shall be an unfunded contractual obligation that will be satisfied out of the Company’s general assets. Participants shall have only the rights of a general unsecured creditor of the Company with respect to such amounts.

For purpose of the foregoing:

“ ROE ” means, in respect of any period, the average of:

(i) the discount rate (expressed as an annual percentage rate) such that (a) the Adjusted Book Value per share of the Company’s common stock (“ FSA Stock ”) on the last day of the last calendar quarter in such period, and the dividends paid per share during such period, each discounted at such discount rate to the first day of the first calendar quarter in such period, equals (b) the Adjusted Book Value per share of FSA Stock on the first day of the first calendar quarter in such period; and

“ Adjusted Book Value ” means, as of a particular date, the Book Value on such date, subject to the following adjustments, each of which shall have been derived from the Company’s IFRS financial statements for the period ended on such date (or, if not derivable from such financial statements, shall be determined in good faith by the Company), but reduced by the

amount of the federal income tax applicable thereto:

(i) add to the Book Value the sum of (A) the unearned premiums net of prepaid reinsurance premiums at such date, (B) the estimated present value of future installment premiums, net of reinsurance, at such date, (C) the estimated present value of ceding commissions to be received related to reinsured future installment premiums at such date and (D) the estimated present value of future net interest margin at such date, and

(ii) subtract from such total the sum of (A) the deferred acquisition costs at such date and (B) the estimated present value of premium taxes to be paid related to future installment premiums.

“ Adjusted Book Value per share ” means, as of a particular date, Adjusted Book Value on such date divided by the number of shares of FSA Stock outstanding (excluding treasury shares other than those owned to hedge obligations under the Company’s Deferred Compensation Plan(s) or Supplemental Executive Retirement Plan(s)) on such date.

“ Book Value ” means, as of a particular date, the Company’s total shareholders’ equity on such date, as derived from the Company’s IFRS financial statements for the period ended on such date. For purposes hereof, Book Value shall be determined excluding the after-tax effect of (i) accumulated other comprehensive income (the total mark-to-market on investment assets not subject to hedge accounting and the credit risk component of the mark-to-market on investment assets subject to hedge accounting), (ii) the credit risk component of the mark-to-market on liabilities accounted for under the fair value option and (iii) gains or losses attributable to mark-to-market of Investment Grade credit derivatives.

“ Book Value per share ” means, as of a particular date, Book Value on such date divided by the number of shares of FSA Stock outstanding (excluding treasury shares other than those owned to hedge obligations under the Company’s Deferred Compensation Plan(s) or Supplemental Executive Retirement Plan(s)) on such date.

10. Subject to Terms of the Plan .

This Agreement shall be subject in all respects to the terms and conditions of the Plan and in the event of any question or controversy relating to the terms of the Plan, or any ambiguity in interpreting the provisions thereof, the decision of the Committee shall be conclusive.

11. Miscellaneous .

(a) All decisions made by the Committee pursuant to the provisions of this Agreement and the Plan (including without limitation any interpretation of this Agreement and the Plan) shall be final and binding, in the absence of bad faith or manifest error, on all persons and otherwise entitled to the maximum deference permitted by law, including the Company and you. Any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement 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 bad faith or manifest error of 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 your favor, your costs of arbitration (including such fees) shall be paid by the Company.

(b) All certificates for shares of Dexia Stock delivered pursuant to this Agreement shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which Dexia Stock is then listed, and any applicable Federal , state or foreign securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(c) This Agreement shall not confer upon you any right to continued employment with the Company, nor shall it interfere in any way with the right of the Company to terminate your employment at any time. Notwithstanding any other provisions of this Agreement or the Plan, if the Committee determines that any individual entitled to take action or receive payments hereunder is an infant or incompetent by reason of physical or mental disability, it may permit such action to be made by or cause such payments to be made to a different individual, without any further responsibility with respect thereto under this Agreement or the Plan.

(d) All notices hereunder shall be in writing and, if to the Company, shall be delivered or mailed to its principal office, addressed to the attention of the General Counsel; and if to you, shall be delivered personally or mailed to you at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 11.

(e) Notwithstanding any other provision of the Plan or this Agreement, the Plan and this Agreement shall be construed or deemed to be amended as necessary to comply with the requirements of Section 409A of the Code to avoid taxation under Section 409A(a)(1) of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan and this Agreement and shall interpret the terms of the Plan and this Agreement consistently therewith. Under no circumstances, however, shall the Company have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A(a)(1) of the Code.

(f) The failure of you or the Company to insist upon strict compliance with any provision of this Agreement or the Plan, or to assert any right you or the Company may have under this Agreement or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement or the Plan.

(g) This Agreement contains the entire agreement between the parties with respect to the subject hereof and supersedes all prior agreements, written or oral, with respect thereto. By acceptance of this Agreement, you hereby agree that the Plan, as amended through February 14, 2008, shall apply to all outstanding awards of Dexia Restricted Stock held by you, and that any

award agreement(s) in respect of such outstanding awards shall be deemed amended to be consistent with the Plan as so amended.

(h) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.

	Sincerely yours,

	FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.


	By:
		Sean W. McCarthy, President

Agreed to and accepted as of the

date first set forth above (Please sign on the line

below and print name in the space provided):



( signature )


Name:
( print name )

Exhibit 10.6

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

AGREEMENT EVIDENCING AN AWARD OF PERFORMANCE SHARES

February 14, 2008

To: [ ]“ Employee ”

We are pleased to notify you that by the determination of the Human Resources Committee (the “ Committee ”) of the Board of Directors of Financial Security Assurance Holdings Ltd. (together with any successor thereto, the “ Company ”) an award of (Number of Shares) ( ) Performance Shares has been granted to you under the Financial Security Assurance Holdings Ltd. 2004 Equity Participation Plan (as amended from time to time, the “ Plan ”). Unless otherwise defined herein, all capitalized terms contained herein shall have the definitions that are ascribed to them in the Plan.

As described herein, the Performance Shares will be valued based upon the Company’s return on equity during two performance cycles, each having a term of three years. The Performance Shares will be allocated (i) 33-1/3% to the three-year performance cycle beginning January 1, 2008 and ending December 31, 2010 (the “ 2008/2009/2010 Cycle ”) and (ii) 66-2/3% to the three-year performance cycle beginning January 1, 2009 and ending December 31, 2011 (the “ 2009/2010/2011 Cycle ”). Subject to Section 7 of this Agreement, payouts for Performance Shares allocated to each Performance Cycle will be made in cash and/or shares of common stock, $.01 par value per share (the “ FSA Stock ”) of the Company following the end of such Performance Cycle, or deferred as provided in this Agreement. Until such time as FSA Stock becomes publicly traded, the Company does not expect to allow payouts with respect to Performance Shares in FSA Stock.

1. Purpose of Award .

The purpose of the Plan pursuant to which this award of Performance Shares has been granted is to enable the Company to retain and attract executives and employees who will contribute to the Company’s success by their ability, ingenuity and industry, and to enable such executives and employees to participate in the long-term growth of the Company and Dexia S. A. by obtaining a proprietary interest in the Company or Dexia S. A. and/or the cash equivalent thereof.

2. Acceptance of the Performance Shares Award Agreement .

Your execution of this Performance Shares award agreement (this “ Agreement ”) will indicate your acceptance of, and your agreement to be bound by, the terms set forth in this Agreement and in the Plan.

3. Performance Cycles .

The Performance Shares subject to this Performance Shares award shall be allocated to the following two Performance Cycles:

Performance Cycle		% of Performance Shares Allocated

The 2008/2009/2010 Cycle (January 1, 2008 through December 31, 2010)		33-1/3%

The 2009/2010/2011 Cycle (January 1, 2009 through December 31, 2011)		66-2/3%

4. Performance Objectives .

Subject to the terms of this Agreement, you shall be entitled to receive FSA Stock and/or cash as provided in Section 6 of this Agreement following the end of a Performance Cycle based upon the Company’s Return on Equity or ROE (as defined below) during such Performance Cycle, which is the Performance Objective designated by the Committee with respect to your Performance Shares.

For purpose of the foregoing:

“ ROE ” means, in respect of any Performance Cycle, the average of:

(i) the discount rate (expressed as an annual percentage rate) such that (a) the Adjusted Book Value per share of FSA Stock on the last day of the Performance Cycle, and the dividends paid per share during such Performance Cycle, each discounted at such discount rate to the first day of such Performance Cycle, equals (b) the Adjusted Book Value per share of FSA Stock on the first day of such Performance Cycle; and

(ii) the discount rate (expressed as an annual percentage rate) such that (a) the Book Value per share of FSA Stock on the last day of the Performance Cycle, and the dividends paid per share during such Performance Cycle, each discounted at such discount rate to the first day of such Performance Cycle, equals (b) the Book Value per share of FSA Stock on the first day of such Performance Cycle.

(i) add to the Book Value the sum of (A) the unearned premiums net of prepaid reinsurance premiums at such date, (B) the estimated present value of future installment premiums, net of reinsurance, at such date, (C) the estimated present value of ceding commissions to be received related to reinsured future installment premiums at such date and (D) the estimated present value of future net interest margin at such date, and

(ii) subtract from such total the sum of (A) the deferred acquisition costs at such date and (B) the estimated present value of premium taxes to be paid

related to future installment premiums.

The effect that the ROE for a particular Performance Cycle shall have on the value of the Performance Shares allocated to such Performance Cycle is set forth in Section 6 below. The Committee shall determine the extent to which the Performance Objective defined herein has been achieved by the Company in the applicable Performance Cycle. Such determination by the Committee shall, in the absence of bad faith or manifest error, be final and binding on you.

If, any time after the date of the award made hereunder, any change shall occur in or affect the FSA Stock or Performance Shares on account of any increase or decrease in the number of outstanding shares of FSA Stock resulting from payment of a stock dividend on FSA Stock, a subdivision or combination of shares of FSA Stock, a reclassification of FSA Stock, a recapitalization involving the Company or in the event of a merger or consolidation in which the Company shall be the surviving corporation, then the Committee shall make such adjustments, if any, that it deems necessary in the number of shares of FSA Stock allocated to awards of Performance Shares then outstanding to reflect such change. In the event of an Internal Reorganization, as defined below, (providing for a new holding company for the FSA group of companies), (i) the Committee shall make such adjustments to then outstanding Performance Shares (including Performance Shares underlying outstanding Performance Share Units) as it shall deem appropriate to reflect such Internal Reorganization so that, with respect to your outstanding Performance Shares, you are compensated based upon the overall performance of the reconstituted FSA group of companies, including, without limitation, adjusting the number of shares of FSA Stock allocated to such Performance Shares and adjusting the Performance Objectives or manner of calculating the Performance Objectives in respect of such Performance Shares; and (ii) the term “Company” shall be deemed to refer to such new holding company and the term “FSA Stock” shall be deemed to refer to the securities of such new holding company for all purposes of the Plan. For purposes hereof, “ Internal Reorganization ” means the direct or indirect acquisition of all or substantially all of the outstanding FSA Stock by a newly organized holding company established to own the Company and other companies engaged or to be engaged in the financial guaranty insurance business, immediately following which Dexia continues to own, directly or indirectly, shares of capital stock of the Company entitling Dexia to, directly or indirectly, cast more than 90% of the votes for the election of directors of the Company.

To reflect a change in, or a change in the application by the Company of, tax laws or regulations or accounting principles (including, without limitation, by reason of any error in applying such laws, regulations or principles), the Performance Objectives relating to Performance Cycles not then completed under this award shall be adjusted by the Committee so as to reflect such change to preserve the value of the Performance Shares consistent with the intent and the purpose of the Plan, provided the Company’s independent auditors shall have determined that such adjustments shall not result in the Company’s loss of deductibility under Section 162(m) with respect to your compensation if it is, in the reasonable belief of the Committee, subject thereto. Further, if the Company’s deductibility with respect to your award of Performance Shares will not, in the reasonable belief of the Committee, be subject to Section 162(m) of the Code, the Committee may, in its discretion and independent of any determination made by the Company’s independent auditors, make adjustments to the Performance Objective hereunder in respect of Performance Cycles not then completed so as to reflect a change in, or a change in the application by the Company of, tax laws or regulations or accounting principles (including, without limitation, by reason of any error in applying such laws, regulations or principles) to preserve the value of the Performance Shares consistent with the intent and the purpose of the Plan and, in addition, may make adjustments to the Performance Objective hereunder and other terms hereof that are not, in the reasonable belief of the Committee, materially adverse to you or the value of the Performance Shares as shall allow the Performance Shares awarded hereunder to qualify as “equity instruments” provided in exchange for employee services within the meaning of Statement of Financial Accounting Standards No. 123 as in effect from time to time.

Any adjustment of Performance Objectives or the method of calculating Performance Objectives after the grant of a Performance share will be made in accordance with the requirements of Section 409A of the Internal Revenue Code to the extent applicable.

5. Vesting .

On the date hereof, you are vested in none of the Performance Shares subject to this award. You will become vested in your Performance Shares immediately upon completion of the Performance Cycle to which those Performance Shares attach, subject to earlier vesting or forfeiture as provided in this Agreement or the Plan.

If your employment with the Company should terminate prior to completion of a Performance Cycle for Cause or other than by reason of death, Disability or Retirement or termination by the Company without Cause, you will forfeit, and will not be entitled to any distribution or payment under Section 6 of this Agreement with respect to, Performance Shares which have not vested on or prior to such termination of employment.

The Plan provides for vesting of all your Performance Shares upon termination of employment upon your death or Disability. The Plan provides for partial vesting of your Performance Shares upon termination of your employment by the Company without Cause or Retirement prior to the completion of the related Performance Cycle, with the percentage, if any, of your Performance Shares vesting being equal to the percentage of the term of the Performance Cycle during which you were employed by the Company (or such greater percentage as the Committee, in its sole discretion, shall approve), and with the unvested balance of your Performance Shares being forfeited.

If, after a Qualified Change in Control (as defined in the Plan), your employment is terminated without Cause or you voluntarily terminate your employment for Good Reason prior to completion of any Performance Cycle for Performance Shares outstanding at the time of the Change in Control, then the Plan provides for accelerated vesting and payout of such Performance Shares as described in Section 9 of this Agreement.

6. Distributions and Payments on Completion of Performance Cycle .

In furtherance of an election made under Section 7 of this Agreement, and subject to the Company’s rights thereunder, distributions of shares of FSA Stock and/or payments of cash with respect to Performance Shares allocated to a particular Performance Cycle covered by this award shall be made to you within one hundred twenty (120) days after the completion of such Performance Cycle in accordance with the Committee’s determination of the achievement of the applicable Performance Objective, unless you shall have made a deferral pursuant to Section 8 of this Agreement. Provided you shall have been employed by the Company through the date on which a particular Performance Cycle shall have been completed, or your employment with the Company shall have been terminated prior thereto by reason of death or Disability, or the Performance Shares awarded hereunder are otherwise vested pursuant to the terms of this Agreement or the Plan, you shall be entitled to receive with respect to this Agreement:

(1) a number of shares of FSA Stock to be determined in accordance with the following formula:

a x b = c ; or

(2) a cash payment in an amount to be determined in accordance with the following formula:

a x b x d = e; or

(3) a combination of FSA Stock and cash in the amounts determined in accordance with the formulae set forth in clauses (1) and (2) above, provided, however, that, in such event, in each such formula a shall be multiplied by the percentage that represents the portion of the Performance Shares allocated to such Performance Cycle to be paid in FSA Stock or cash, as the case may be;

where:	a =	the number of Performance Shares allocated to the applicable Performance Cycle under this Agreement;

	b =	the percentage (which may be more than 100%), which represents the extent to which the Performance Objective defined herein has been achieved by the Company in the applicable Performance Cycle; specifically, subject to Section 4 of this Agreement, the ROE calculated for each Performance Cycle will determine such percentage according to the following table:

Performance		Percentage of Performance
Cycle ROE		Objective Achieved
19% or higher		200%
16%		150%
13%		100%
10%		50%
7%		0%

				All points in between will be interpolated using the straight line method.

		c =		the number of shares of FSA Stock to be distributed to you at the end of the applicable Performance Cycle under this Agreement;

		d =		the Fair Market Value of a share of FSA Stock as of the day the Committee determines the extent to which the Performance Objective has been achieved by the Company in the applicable Performance Cycle; and

		e =		the amount of the cash to be paid to you at the end of the applicable Performance Cycle under this Agreement.

For purposes hereof, so long as the FSA Stock is not listed on a national securities exchange, “ Fair Market Value ” of a share of FSA Stock shall equal the greater of (i) the product of 0.85 and the Adjusted Book Value per share of FSA Stock as of the last day of the calendar quarter ending prior to the date of determination of Fair Market Value and (ii) the average of (a) the product of 1.15 and the Adjusted Book Value per share of FSA Stock as of the last day of the calendar quarter ending prior to the date of determination of Fair Market Value and (b) the product of 14 and Operating Earnings per share of FSA Stock as of the last day of the calendar quarter ending prior to the date of determination of Fair Market Value. For purposes of the foregoing, “ Operating Earnings ” shall mean, as of a particular date, net income of the Company for the first four completed calendar quarters ended on or prior to such date less the after-tax effect of (i) the credit risk component of the mark-to-market on liabilities accounted for under the fair value option and (ii) gains or losses attributable to mark-to-market of Investment Grade credit derivatives, as determined by the Company, consistent, as applicable, with its determination of net income from time to time under IFRS.

In the event you shall not have been employed by the Company through the date on which a particular Performance Cycle covered by this award has been completed, you shall be entitled to receive the foregoing distribution and/or payment with respect to the number of Performance Shares, if any, which have vested (by reason of Termination without Cause or Retirement during such Performance Cycle or otherwise) but with respect to which a distribution or payment had not previously been made with respect thereto.

7. Election to Receive FSA Stock or Cash .

Subject to the provisions of this Section 7, payouts for Performance Shares allocated to each Performance Cycle will be made in cash and/or shares of FSA Stock of the Company following the end of such Performance Cycle, or deferred as provided in this Agreement. Until such time as FSA Stock becomes publicly traded, the Company does not expect to allow payouts with respect to Performance Shares in FSA Stock. In the event that the Company does allow payouts with respect to Performance Shares in FSA Stock then, subject to Section 9 hereof, prior to the date on which a Performance Cycle shall be completed with respect to this award of Performance Shares, you will have an opportunity to make an election to receive your distribution, if any, following completion of such Performance Cycle, in shares of FSA Stock and/or cash. Such election shall be made in writing and shall be delivered to the Company’s Chief Financial Officer or General Counsel, or such other officer as the Committee shall from time to time designate. Notwithstanding any such election made by you, the Committee may, in its sole and absolute discretion, satisfy the Company’s obligations to you either by delivery of FSA Stock, subject to the availability of such FSA Stock under the Plan, or by paying cash. If you fail to make a timely election, the Committee shall have the sole discretion to deliver shares of FSA Stock and/or pay cash to satisfy any such obligation.

In the event you elect to receive shares of FSA Stock in satisfaction of all or part of the Company’s obligations under Section 6 of this Agreement with respect to the completion of a particular Performance Cycle, and the aggregate number of shares of FSA Stock subject to elections made by all Participants exceeds the maximum number of shares of FSA Stock reserved and available for distribution under the Plan (the “ Reserved Stock ”), the Committee shall have the absolute and sole discretion to satisfy such obligations by reducing the number of shares of FSA Stock delivered pursuant to such elections to the number of shares of FSA Stock then equal to the Reserved Stock. In such event, the Committee shall reduce the aggregate number of shares of FSA Stock deliverable to you pursuant to your election pro rata among all Participants making similar elections, based upon the number of shares of FSA Stock otherwise deliverable pursuant to such elections. The Company shall satisfy the obligations to you, which remain unsatisfied following a distribution made pursuant to the foregoing reduction, by paying cash in accordance with Section 6 of this Agreement.

8. Election to Defer .

The Committee has established procedures for deferral of award payments under the Plan and under the Financial Security Assurance Holdings Ltd. 2004 Deferred Compensation Plan, as amended from time to time (the “Deferred Compensation Plan”), for eligible employees. You may elect, if so eligible, to defer receipt of any FSA Stock and/or cash to which you may be entitled pursuant to this Agreement, provided such election to defer shall have been made in writing to the Committee in accordance with procedures established by the Company pursuant to the Deferred Compensation Plan. The effect of a timely election to defer under this Section 8 will be that the Committee shall direct that the deferred amount be an obligation of the Company to you under the Plan or the Deferred Compensation Plan, as the case may be, and your rights with respect thereto will thereafter be governed by the Plan or the Deferred Compensation Plan, as the case may be.

9. Change in Control .

In the event of a Change in Control, the Committee shall make such adjustments, if any, to the Performance Objectives and/or the method of calculating the Performance Objectives as it shall deem necessary or appropriate to preserve the value of the Performance Shares consistent with the intent and the purpose of the Plan.

If your employment is terminated by the Company without Cause or you voluntarily terminate your employment for Good Reason (as defined in the Plan) after a Qualified Change in Control, in either case prior to the completion of any Performance Cycle in respect of the Performance Shares subject to this award, then all Performance Shares subject to this award outstanding at the time of the Change in Control and having Performance Cycles which shall not have been completed prior to the date of termination of employment (the “ Operative Date ”) shall become fully vested and shall be paid on the first regular payroll payment date that is at least six months after the Operative Date (the “ Six-Month Period ”). The Committee shall value all Performance Shares in respect of Performance Cycles which shall not have been completed on or before the Operative Date based upon the formulae set forth in Section 6 except that b shall be equal to a percentage (the “ Minimum Percentage ”) equal to (i) for all Performance Cycles that do not include at least one completed year at the Operative Date, 100%, and (ii) for all Performance Cycles that include at least one completed year at the Operative Date, a percentage (which may be more than 100%), which represents the extent to which the Performance Objectives set forth in such award have been achieved by the Company in the applicable Performance Cycle assuming that the Company achieved 100% of its Performance Objectives for each year not completed at the Operative Date. In the case of any Performance Cycle completed during the Six-Month Period, payment of any amounts due shall be made in accordance with Section 6 of this Agreement, provided that any incremental payment due pursuant to the foregoing provisions of this Section 9 by reason of application of the Minimum Percentage shall be payable at the end of the Six-Month Period.

10. No Rights as a Stockholder .

Neither you, nor any person entitled to exercise your rights hereunder in the event of death, shall have any rights of a stockholder with respect to any shares of FSA Stock subject to your award of Performance Shares, except to the extent that a certificate for such shares shall have been issued as provided for herein.

11. Non-Transferability of Performance Shares .

This award of Performance Shares shall not be transferable except by will or the laws of descent and distribution.

12. Subject to Terms of the Plan .

13. Miscellaneous .

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 bad faith or manifest error of 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 your favor, your costs of arbitration (including such fees) shall be paid by the Company.

(b) All certificates for shares of FSA Stock delivered pursuant to this Agreement shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the FSA Stock is then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. The foregoing provisions of this section shall not be effective if and to the extent that the shares of FSA Stock delivered under the Plan and hereunder are covered by an effective registration statement under the Securities Act of 1933, as amended, such that application of such provisions is no longer required, or if and so long as the Committee otherwise determines that such application is no longer required.

(d) The Company shall be entitled to withhold from any distribution of FSA Stock or cash made under this Agreement the amount of taxes the Company deems necessary to satisfy any applicable federal, state and local income and employment tax withholding obligations arising from the payment of the award or to make other appropriate arrangements with you to satisfy such obligations. The Committee, in its discretion (and giving consideration to, without limitation, Section 16 of the Securities Act of 1933, as amended), may permit you to satisfy the obligation, in whole or in part, by irrevocably electing to have the Company withhold FSA Stock that you already own, having a value equal to the amount required to be withheld. The value of shares to be withheld, or delivered to the Company, shall be based on the Fair Market Value of the shares, as determined in accordance with procedures to be established by the Committee, on the date the amount of tax to be withheld is to be determined.

(f) All notices hereunder shall be in writing and, if to the Company, shall be delivered or mailed to its principal office, addressed to the attention of the General Counsel; and if to you, shall be delivered personally or mailed to you at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 13.

(g) The failure of you or the Company to insist upon strict compliance with any provision of this Agreement or the Plan, or to assert any right you or the Company may have under this Agreement or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement or the Plan.

(h) This Agreement contains the entire agreement between the parties with respect to the subject hereof and supersedes all prior agreements, written or oral, with respect thereto. By acceptance of this Agreement, you hereby agree that the Plan, as amended through February 14, 2008, shall apply to all outstanding awards of Performance Shares held by you, and that any award agreement(s) in respect of such outstanding awards shall be deemed amended to be consistent with the Plan as so amended.

(i) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.

		Sincerely yours,

		FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.


		By:
				Sean W. McCarthy, President

Agreed to and accepted as of the

date first set forth above (Please sign on the line

below and print name in the space provided):


( signature )

Name:
( print name )

Exhibit 10.7

AMENDED EMPLOYMENT AGREEMENT

AMENDED AGREEMENT , effective as of February 14, 2008, by and between Financial Security Assurance Holdings Ltd., a New York corporation (“Company”), and Robert P. Cochran (“Employee”).

WHEREAS , Company and Employee previously entered into an employment agreement, dated July 5, 2004, and amended such employment agreement effective as of January 1, 2005; and

WHEREAS , Company and Employee desire to amend again the terms and conditions of such employment agreement to comply with the requirements of the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to avoid taxation under Code Section 409A(a)(1); and

WHEREAS , Company desires to employ Employee and Employee is willing to serve as an employee of Company, subject to the terms and conditions described herein (the “Agreement);

NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows:

1. Employment. Company hereby employs Employee, and Employee agrees to serve as an employee of Company, on the terms and conditions set forth in this Agreement.

2. Term. Employee’s employment shall commence on July 5, 2004 (the “Effective Date”) and end on December 31, 2007 (the “Original Term”); provided, however, that this Agreement shall be renewed and extended for two-year terms (the “Extended Terms”), unless notice of termination is given by Employee or Company six months or more prior to the end of the Original Term or one of the Extended Terms. The Original Term and any Extended Term shall be referred to collectively as the “Term”.

3. Duties During Employment . During Employee’s employment with Company, Employee shall initially serve as Chairman and Chief Executive Officer of Company and shall have such duties and responsibilities as are assigned to him by the Board of Directors of Company (the “Board”) and as are consistent with the magnitude and scope of his duties and responsibilities as of the Effective Date. Employee shall report directly to the Board.

Employee shall devote Employee’s full business time and attention and best efforts to the affairs of Company during his period of employment, provided, however, that Employee may continue to engage in other activities, such as activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other organizations, provided that such activities do not interfere with the performance of his duties for Company. Employee may also continue membership on the board of directors of White Mountains Insurance Group, or it successors, and on any other corporate boards which do not conflict with the performance of his duties or the interests of Company. Any additional corporate board memberships must be reviewed with and approved by the Board in advance of acceptance of such position.

At any point on or after the end of the Original Term, Employee may elect to relinquish his Chief Executive responsibilities and become Non-Executive Chairman of the Board for the remainder of the term and any extensions. In this role it is anticipated he will devote approximately 25% to 33% of full business time to Company duties with the remainder devoted to a variety of interests not conflicting with the Company.

In the role of Non-Executive Chairman Employee will receive annually as compensation the continuation of at least the then current base salary as a Non-Executive Chairman fee (in lieu of any other Board fees), no annual bonus expectations, performance shares having an estimated economic value at least equal to 50% of normal prior awards, continuation of participation in employee benefit plans, and a one-time pro-rata annual bonus for the portion of the year spent as Chief Executive before the change to Non-Executive Chairman occurred. In addition, as Non-Executive chairman, employee will be furnished with normal support including office and assistant.

4. Current Cash Compensation.

(a) Base Salary . As compensation for his services hereunder, Company will pay to Employee during the period of his employment a base salary at the annual rate in effect immediately prior to the Effective Date, payable in accordance with Company’s payroll practices for senior executives. Company shall review the base salary bi-annually (with the first review to take place January 2005) and in light of such review may, in the discretion of the Board (but shall not be obligated to), increase such base salary taking into account any change in Employee’s then responsibilities, performance by Employee, and other pertinent factors.

determine. The Company shall also maintain a reserve bonus pool (the “Rainy Day Fund”) made up of previously earned but undistributed Bonus Pool allocations from prior years, which shall be distributable upon the recommendation of the management of the Company and with the approval of the HR Committee. Employee shall receive an annual cash bonus equal to at least 5% and be considered for a portion of an additional 2% that must be allocated between Employee and Sean W. McCarthy (or other executive acting as President of the Company) of the Bonus Pool. It should be noted that the above described percentages are a minimum and that it is anticipated that the HR Committee may exercise its discretion above such amount.

(c) Performance Shares . In each calendar year in the Term, beginning in 2005, Employee shall receive an annual Performance Share grant under the Company’s long-term incentive compensation plan (the “Performance Share Plan”), as presently in effect or as may be modified or added to by Company from time to time, having an estimated economic value at least equal to Employee’s 2004 Performance Share grant. Except as provided herein, such Performance Shares shall vest according to the terms of the Performance Share Plan. All references to Performance Shares in this Agreement shall include Dexia Restricted Shares issued pursuant to the Performance Share Plan and any other form of long-term incentive compensation provided under the Plan as amended from time to time.

5. Other Employee Benefits . In addition to the cash compensation provided for in Section 4 hereof, Employee, subject to meeting eligibility provisions thereof, shall be entitled to participate in Company’s employee benefit plans, as presently in effect or as they may be modified or added to by Company from time to time to the same extent as are otherwise enjoyed by the senior executives of Company, which shall not be reduced in any material respect from plans in existence as of the Effective Date.

6. Termination.

(a) Termination by Company Without Cause ;

Termination by Employee for Good Reason .

(i) During the Original Term . If Company should terminate Employee’s employment without Cause (as defined below) or if Employee should terminate his employment for Good Reason (as defined below), Company shall pay to Employee the pro-rata annual base salary through the date of termination and a pro-rata annual bonus through the date of termination, such amounts to be paid within 90 days of the Employee’s termination of employment, and an amount (the “Severance Payment”) equal to two times the sum of:

(A) Employee’s annual base salary at the rate in effect immediately prior to the date of termination,

(B) the average annual bonus payable to Employee for the two years immediately prior to the year during which termination occurred.

This Severance Payment, which shall be in lieu of any amount payable to Employee under the Company’s Severance Policy for Senior Management, shall be payable in substantially equal monthly installments over the Restricted Period (as defined in Section 7(b) below).

In addition, and notwithstanding any provision of the Performance Share Plan to the contrary:

(A) All Performance Shares awarded to Employee and then outstanding shall vest, and

(B) Employee shall be deemed to have been awarded and to have vested in all of the minimum annual Performance Share grant(s) provided for in Section 4(c) to which he is otherwise entitled and for which a Performance Share grant has not otherwise been made for the balance of the Term.

Employee shall receive a cash payment with respect to all such Performance Shares valued pursuant to the valuation mechanism provided in the Performance Share Plan as applicable to Performance Shares outstanding at the Effective Date and Performance Shares granted subsequent to the Effective Date, respectively. If the performance cycle includes at least one completed year, the payout for each such completed year shall be based on the actual results for the completed year(s) and 100% will be used for uncompleted years; if the performance cycle does not include any completed years, 100% payout. The value which is obtained by multiplying the number of Performance Shares determined under (A) and (B) above by the applicable share price will be increased with interest at 8% per year, compounded semi-annually, from the date of termination to the date of payment which shall be within five days after the end of the Restricted Period (as defined in Section 7(b)).

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

(ii) During the Extended Terms . Company shall pay to Employee the same pro-rata base salary, pro-rata bonus and Severance Payment as defined in Section 6(a)(i) and in the same manner.

All Performance Shares outstanding will vest and will be valued in the same manner (including interest on the unpaid balance) and paid at the same time as provided in Section 6(a)(i).

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

(iii) After the Term (in case this Agreement is not renewed for any reason) . Employee will be entitled only to be paid the pro-rata annual base salary through the date of termination and a pro-rata annual bonus through the date of termination, such amounts to be paid within 90 days of the Employee’s termination of employment, and a severance payment equal to the then current severance policy in effect for senior management, which shall be payable in substantially equal monthly installments over the Restricted Period, and all outstanding Performance Shares shall vest pro-rata in proportion to the percentage of the performance cycle for such Performance Shares during which Employee was employed by Company. The value of such vested Performance Shares will be determined as of the termination date in accordance with the terms of the Performance Share Plan relating to pro-rata vesting, increased with interest and paid as provided in Sections 6.(a)(i) and (ii).

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

Definitions :

“Cause” shall mean (i) conviction or plea of nolo contendere (or similar plea) in a criminal proceeding for commission of a misdemeanor or a felony that is materially injurious to the Company; (ii) willful and continued failure by Employee to perform substantially his duties with Company (other than any such failure resulting from incapacity due to physical or mental illness) after a demand for substantial performance is delivered to Employee by Company which specifically identifies the manner in which Company believes Employee has not substantially performed his duties; or (iii) Employee engages in willful misconduct in carrying out his duties with Company which is directly and materially harmful to the business or reputation of Company. Employee shall not be terminated for Cause unless he is provided with notice stating in reasonable detail the alleged misconduct and, if such misconduct is reasonably susceptible to cure, he is allowed a period of time (not less than ten days) to cure the misconduct; and a resolution is adopted by the Board at a scheduled meeting at which Employee shall be entitled to attend and speak to the Board.

“Good Reason” shall mean, without Cause: (i) a diminution of any of Employee’s significant duties or responsibilities, (ii) breach by the Company of its obligations hereunder, (iii) Company’s requiring Employee to be based at an office that is greater than twenty-five miles from the location of Employee’s office as of the Effective Date, or (iv) a material adverse change in Employee’s total compensation (other than as provided by the

performance-related terms of this Agreement), as in effect at the Effective Date, in all cases such that the Employee’s termination of employment is involuntary under Code Section 409A. Notwithstanding the foregoing, Employee shall not be deemed to have terminated his employment for Good Reason unless he gives 60 days’ prior written notice to Company stating in reasonable detail the basis upon which “Good Reason” is asserted, such notice is given within 120 days of the later of the occurrence of the event or the date Employee knows or should have known of the event which would otherwise constitute Good Reason and, if such failure or breach is reasonably susceptible to cure, Company does not effect a cure within such 60-day period.

The terms “termination of employment,” “terminate employment” and “termination,” as used herein, shall mean a “separation from service” within the meaning of Code Section 409A and be interpreted consistently with the requirements of Code Section 409A to avoid taxation under Code Section 409A(a)(1).

(b) Termination by Company for Cause ;

Termination by Employee without Good Reason .

(i) During the Term. If Company should terminate Employee’s employment for Cause or Employee should terminate his employment without Good Reason, Employee will be entitled only to be paid the pro-rata annual base salary through the date of termination, such amount to be paid within 90 days of the Employee’s termination of employment,.

All Performance Shares that are unvested on the date of termination shall be forfeited.

(ii) After the Term (in case this Agreement is not renewed for any reason) . Employee will be entitled to be paid the pro-rata annual base salary through the date of termination and a pro-rata annual bonus through the date of termination, such amounts to be paid within 90 days of the Employee’s termination of employment, and all outstanding Performance Shares shall vest pro-rata in proportion to the percentage of the performance cycle for such Performance Shares during which Employee was employed by Company. The value of such vested Performance Shares will be determined as of the termination date in accordance with the terms of the Performance Share Plan relating to pro-rata vesting, increased with interest and paid as provided in Sections 6(a)(i) and (ii).

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

(c) Additional Payments . If applicable, Employee shall be eligible to receive the additional payments set forth on Annex A.

(d) No Disparaging Statements . In the event of termination of Employee’s employment for any reason by Company or Employee, Employee will not at any time publicly denigrate, ridicule or intentionally criticize Company or any of its affiliates including, without limitation, by way of news interviews, or the expression of personal views, opinions or judgments to the news media. Similarly, neither Company nor any of its affiliates will publicly denigrate, ridicule or intentionally criticize Employee.

(e) Six Month Delay in Payments to Comply with Code Section 409A . Notwithstanding any other provision of this Agreement, any payment otherwise due to Employee under this Agreement during the six-month period following his termination of employment shall be accumulated and paid to Employee with interest at the rate payable on three-month Treasury bills on the first regular payroll payment date after such six-month period, except to the extent that any such payment would otherwise be a short-term deferral under Code Section 409A and any final regulations or binding guidance thereunder, in which case such payment shall be made at its regularly scheduled time to the extent permitted under Code Section 409A to avoid taxation under Code Section 409A(a)(1).

7. Restrictive Covenants .

(a) Confidential Information . Employee agrees to keep secret and retain in the strictest confidence all confidential matters which relate to Company or any affiliate of Company, including, without limitation, customer lists, client lists, trade secrets, pricing policies and other nonpublic business affairs of Company and any affiliate of Company learned by him from Company or any such affiliate or otherwise before or after the date of this Agreement, and not to disclose any such confidential matter to anyone outside Company or any of its affiliates, whether during or after his period of service with Company, except as may be required by a court of law, by any governmental agency having supervisory authority over the business of Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information. Employee agrees to give Company advance written notice of any disclosure pursuant to the preceding sentence and to cooperate at the Company’s expense with any efforts by Company to limit the extent of such disclosure. Upon request by Company, Employee agrees to deliver promptly to Company upon termination of his services for Company, or at any time thereafter as Company may request, all Company or affiliate memoranda, notes, records, reports, manuals, drawings, designs, computer files in any media and other documents (and all copies thereof) relating to Company’s or any affiliate’s business and all property of Company or any affiliate associated therewith, which he may then possess or have under his control, other than personal notes, diaries, rolodexes and correspondence.

(b) Covenant Not to Compete . “Restricted Period” shall mean the greater of (i) the remainder of the Term or (ii) a period of two years from the date of termination of Employee’s employment for any reason. During the Restricted Period, Employee shall not, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, whether for compensation or otherwise, without the prior written consent of Company (excluding less than 5% stakes in public vehicles). For the purposes of this Agreement, a “competing business” shall be any financial services business which is a significant competitor of Company or its affiliates. Should Employee, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with any competing business during the Restricted Period, all payments under this Agreement shall cease.

(c) Covenant Not to Solicit Company Clients or Employees . During the Term and for the Restricted Period, Employee shall not, in any manner, directly or indirectly, (i) raid or solicit any client or prospective client of Company or its affiliates to whom Employee provided services, or for whom Employee transacted business, or whose identity became known to Employee in connection with Employee’s employment with Company, to transact business with a competing business or reduce or refrain from doing any business with Company or its affiliates or (ii) interfere with or damage (or attempt to interfere with or damage) any relationship between Company or its affiliates and any such client or prospective client. During the Term and for the Restricted Period, Employee further agrees that Employee shall not, in any manner, directly or indirectly, solicit any person who is an employee of Company or its affiliates to apply for or accept employment with any competing business. “Solicit” as used in this Agreement means any communication of any kind whatsoever, regardless of by whom initiated, inviting, encouraging or requesting any person or entity to take or refrain from taking any action.

(d) Availability and Assistance . Employee agrees that during his employment and thereafter Employee shall be available to Company and Parent and shall assist Company and Parent in connection with any litigation brought by or against Company or its affiliates and Parent relating to the period during which Employee was employed by Company; provided, however, that all costs and expenses in connection with the foregoing shall be borne by Company and/or Parent and advanced to the Employee.

(e) Survivability . The provisions of this Section 7 shall survive the termination or expiration of this Agreement in accordance with the terms hereof. It is the intention of the parties hereto that the restrictions contained in this Section 7 be enforceable to the fullest extent permitted by law. Therefore, to the extent any court of competent jurisdiction shall determine that any portion of the foregoing restrictions is excessive, such provision shall

not be entirely void, but rather shall be limited or revised only to the extent necessary to make it enforceable.

8. Retirement.

(a) Employee shall retire and terminate employment with the Company on Employee’s 65th birthday, and this Agreement shall be deemed to have reached the end of its Term on such date. In such event, (i) Employee shall receive the pro-rata annual base salary and a pro-rata annual bonus through the date of retirement, (ii) all Performance Shares granted prior to the date of retirement shall be fully vested and payments with respect to such Performance Shares shall be made to Employee at the same time, including any required holding period, and in the same amounts as if Employee remained in the employ of Company.

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

(b) Employee may retire and terminate employment with the Company at the end of any Term which occurs after Employee’s 60th birthday, in which event Employee shall receive the same compensation as provided in Section 8(a)(i) and (ii).

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

9. Compliance with Code Section 409A and Limitation of Liability. Notwithstanding any other provision of the Agreement to the contrary, the terms of the Agreement shall be deemed to be amended to comply with the requirements of Code Section 409A to avoid taxation under Code Section 409A(a)(1). The Company, in its sole discretion, shall determine the requirements of Code Section 409A applicable to the Agreement and shall interpret the terms of the Agreement consistently therewith. Under no circumstances, however, shall the Company have any liability to Employee for any taxes, penalties or interest due on amounts paid or payable under the Agreement, including any taxes, penalties or interest imposed under Code Section 409A(a)(1), except as provided in Annex A.

10. Remedy. Should Employee engage in or perform, either directly or indirectly, any of the acts prohibited by Section 7 hereof, it is agreed that Company shall be entitled to full injunctive relief, to be issued by any competent court of equity, enjoining and restraining Employee and each and every other person, firm, organization, association, or corporation concerned therein, from the continuance of such violative acts. The foregoing remedy available to Company shall not be deemed to limit or prevent the exercise by Company

of any or all further rights and remedies which may be available to Company hereunder or at law or in equity.

11. Prior Notice to Prospective Employer. Prior to accepting employment with any other person or entity during Employee’s employment or the Restricted Period, Employee shall provide such prospective employer with written notice of the provisions of this Agreement.

12. Arbitration. If a dispute arises between the parties respecting the terms of this Agreement or Employee’s employment by Company, such dispute shall be settled only by binding arbitration in New York, New York, in accordance with the commercial arbitration rules of the American Arbitration Association. Company will pay the costs of arbitration and reasonable legal fees, provided, in the case of any claim brought by Employee, that the claim is determined not to be frivolous.

13. Directors’ and Officers’ Insurance . During the Employee’s employment, Company shall maintain directors’ and officers’ liability insurance covering Employee, which contains at least the same coverage and amounts and contains terms and conditions no less advantageous than that coverage provided by Company as of the Effective Date to the extent commercially available.

14. Governing Law . This Agreement is governed by and is to be construed and enforced in accordance with the laws of the State of New York, without reference to principles relating to conflict of laws. If under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion hereof.

15. Notices . All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person, or five days after deposit thereof in the U.S. mails, postage prepaid, for delivery as registered or certified mail, addressed to the respective party at the address set forth below or to such other address as may hereafter be designated by like notice. Unless otherwise notified as set forth above, notice shall be sent to each party as follows:

(a) Employee , to:

Robert P. Cochran

1000 Park Avenue, Apt. 12A

New York, New York 10028

(b) Company , to:

Financial Security Assurance Holdings Ltd.

31 West 52 ^nd Street

New York, NY 10019

Attention: General Counsel

With a copy to:

Dexia Credit Local

1, passerelle des Reflets

Tour Dexia—La Defense 2

F-92919 La Defense Cedex

France

Attention: Secretary General.

In lieu of personal notice or notice by deposit in the U.S. mail, a party may give notice by confirmed telegram, telex or fax, which shall be effective upon receipt.

16. Entire Agreement . This Agreement constitutes the entire understanding between Company and Employee relating to the terms of employment of Employee by Company and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement. This Agreement may be amended but only by a subsequent written agreement of the parties. This Agreement shall be binding upon and shall inure to the benefit of Employee, Employee’s heirs, executors, administrators and beneficiaries, and Company and its successors.

17. Successors. This Agreement is personal to Employee and without the prior written consent of Company shall not be assignable by Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives. This Agreement shall inure to the benefit of and be binding upon Company and its successors and assigns.

18. Withholding Taxes . All amounts payable to Employee under this Agreement shall be subject to applicable withholding of income, wage and other taxes.

19. Waiver of Breach . The waiver by either party of a breach of any term of this Agreement shall not operate nor be construed as a waiver of any subsequent breach thereof. Any waiver must be in writing and signed by Employee or an authorized officer of the Company, as the case may be.

20. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of Employee’s employment to the extent necessary to the intended preservation of such rights and obligations.

21. Severability. If any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

22. Headings. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the year and day first above written.

				Financial Security Assurance Holdings Ltd.



				By:
				Title:	General Counsel and Managing Director



					Robert P. Cochran

ANNEX A—Additional Payments

(a) Except as set forth below, in the event it shall be determined that any payment or distribution by Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise, but determined without regard to any additional payments required under this Annex A) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) Subject to the provisions of paragraph (c), all determinations required to be made under this Annex A, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Company’s independent auditors or such other certified public accounting firm reasonably acceptable to Employee as may be designated by Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to Company and Employee within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by Company. All fees and expenses of the Accounting Firm shall be borne solely by Company. Any Gross-Up Payment, as determined pursuant to this Annex A, shall be paid by Company to Employee not later than the due date for the payment of any Excise Tax. Any determination by the Accounting Firm shall be binding upon Company and Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that Company exhausts its remedies pursuant to paragraph (c) and Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Company (but in no event later than the end of the calendar year following the calendar year in which the Employee pays the Excise Tax to which it relates) to or for the benefit of Employee. In the event the amount of the Gross-up Payment exceeds the amount necessary to reimburse Employee for the Excise Tax (the “Overpayment”), the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment shall be promptly paid by Employee (to the extent Employee has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Company. Employee shall cooperate, to the extent expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Exhibit 10.8

AMENDED EMPLOYMENT AGREEMENT

AMENDED AGREEMENT , effective as of February 14, 2008, by and between Financial Security Assurance Holdings Ltd., a New York corporation (“Company”), and Sean W. McCarthy (“Employee”).

WHEREAS , Company and Employee previously entered into an employment agreement, dated July 5, 2004, and amended such employment agreement effective as of January 1, 2005; and

WHEREAS , Company desires to employ Employee and Employee is willing to serve as an employee of Company, subject to the terms and conditions described herein (the “Agreement”);

NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows:

1. Employment. Company hereby employs Employee, and Employee agrees to serve as an employee of Company, on the terms and conditions set forth in this Agreement.

3. Duties During Employment . During Employee’s employment with Company, Employee shall initially serve as President and Chief Operating Officer of Company and shall have such duties and responsibilities as are assigned to him by the Board of Directors of Company (the “Board”) and as are consistent with the magnitude and scope of his duties and

responsibilities as of the Effective Date. Employee shall report directly to the Chairman and Chief Executive Officer of Company.

Employee shall devote Employee’s full business time and attention and best efforts to the affairs of Company during his period of employment, provided, however, that Employee may continue to engage in other activities, such as activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other organizations, provided that such activities do not interfere with the performance of his duties for Company. Any corporate board memberships must be reviewed with and approved by the Board in advance of acceptance of such position.

If promoted to Chief Executive Officer during the Term, the Employee will then have all of the normal authorities, duties and responsibilities of that position. The total compensation for the Chief Executive Officer role, including in aggregate base salary, bonus and performance shares, will be set at least equal to 90% of the amount most recently received by Robert P. Cochran.

4. Current Cash Compensation.

(b) Annual Bonus . Company shall maintain a bonus pool (the “Bonus Pool”) for the benefit of Company employees in such amount and pursuant to such formulae as the Human Resources Committee of the Board (“HR Committee”) shall from time to time determine. The Company shall also maintain a reserve bonus pool (the “Rainy Day Fund”) made up of previously earned but undistributed Bonus Pool allocations from prior years, which shall be distributable upon the recommendation of the management of the Company and with the approval of the HR Committee. Employee shall receive an annual cash bonus equal to at least 4% and be considered for a portion of an additional 2% that must be allocated between Employee and Robert P. Cochran (or other executive acting as Chief Executive Officer of the Company) of the Bonus Pool. It should be noted that the above described percentages are a minimum and that it is anticipated that the HR Committee may exercise its discretion above such amount.

6. Termination.

(a) Termination by Company Without Cause ;

Termination by Employee for Good Reason .

(A) Employee’s annual base salary at the rate in effect immediately prior to the date of termination,

(B) the average annual bonus payable to Employee for the two years immediately prior to the year during which termination occurred.

In addition, and notwithstanding any provision of the Performance Share Plan to the contrary:

(A) All Performance Shares awarded to Employee and then outstanding shall vest, and

Employee shall receive a cash payment with respect to all such Performance Shares valued pursuant to the valuation mechanism provided in the Performance Share Plan as applicable to Performance Shares outstanding at the Effective Date and Performance Shares granted subsequent to the Effective Date, respectively. If the performance cycle includes at least one completed year, the payout for each such completed year shall be based on the actual results for the completed year(s) and 100% will be used for uncompleted years; if the performance cycle does not include any completed years, 100% payout. The value which is obtained by multiplying the number of Performance Shares determined under (A) and (B) above by the applicable share price will be increased with interest at 8% per year, compounded semi-annually, from the date of termination to the date of payment, which shall be within five days after the end of the Restricted Period (as defined in Section 7(b)).

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

(ii) During the Extended Terms . Company shall pay to Employee the same pro-rata base salary, pro-rata bonus and Severance Payment as defined in Section 6(a)(i) and in the same manner.

All Performance Shares outstanding will vest and will be valued in the same manner (including interest on the unpaid balance) and paid at the same time as provided in Section 6(a)(i).

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

equal to the then current severance policy in effect for senior management, which shall be payable in substantially equal monthly installments over the Restricted Period, and all outstanding Performance Shares shall vest pro-rata in proportion to the percentage of the performance cycle for such Performance Shares during which Employee was employed by Company. The value of such vested Performance Shares will be determined as of the termination date in accordance with the terms of the Performance Share Plan relating to pro-rata vesting, increased with interest and paid as provided in Sections 6.(a)(i) and (ii).

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

Definitions :

“Good Reason” shall mean, without Cause: (i) a diminution of any of Employee’s significant duties or responsibilities, (ii) breach by the Company of its obligations hereunder, (iii) Company’s requiring Employee to be based at an office that is greater than twenty-five miles from the location of Employee’s office as of the Effective Date, (iv) a material adverse change in Employee’s total compensation (other than as provided by the performance-related terms of this Agreement), as in effect at the

Effective Date, or (v) if the Chief Executive Officer position of the Company is vacated for any reason and Employee is not within 30 days promoted into that position with all of the appropriate authorities, duties, and responsibilities, in all cases such that the Employee’s termination of employment is involuntary under Code Section 409A. Notwithstanding the foregoing, Employee shall not be deemed to have terminated his employment for Good Reason unless he gives 60 days’ prior written notice to Company stating in reasonable detail the basis upon which “Good Reason” is asserted, such notice is given within 120 days of the later of the occurrence of the event or the date Employee knows or should have

known of the event which would otherwise constitute Good Reason and, if such failure or breach is reasonably susceptible to cure, Company does not effect a cure within such 60-day period.

(b) Termination by Company for Cause ;

Termination by Employee without Good Reason .

All Performance Shares that are unvested on the date of termination shall be forfeited.

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

(c) Additional Payments . If applicable, Employee shall be eligible to receive the additional payments set forth on Annex A.

judgments to the news media. Similarly, neither Company nor any of its affiliates will publicly denigrate, ridicule or intentionally criticize Employee.

7. Restrictive Covenants .

competing business, whether for compensation or otherwise, without the prior written consent of Company (excluding less than 5% stakes in public vehicles). For the purposes of this Agreement, a “competing business” shall be any financial services business which is a significant competitor of Company or its affiliates. Should Employee, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with any competing business during the Restricted Period, all payments under this Agreement shall cease.

8. Retirement.

Such cash payment shall be forfeited in the event Employee breaches his obligations under Section 7(b) or (c) of this Agreement.

13. Directors’ and Officers’ Insurance. During the Employee’s employment, Company shall maintain directors’ and officers’ liability insurance covering Employee, which contains at least the same coverage and amounts and contains terms and conditions no less advantageous than that coverage provided by Company as of the Effective Date to the extent commercially available.

(a) Employee , to:

Sean W. McCarthy

452 Greenwich Street

New York, New York 10013

(b) Company , to:

Financial Security Assurance Holdings Ltd.

31 West 52 ^nd Street

New York, NY 10019

Attention: General Counsel

With a copy to:

Dexia Credit Local

1, passerelle des Reflets

Tour Dexia—La Defense 2

F-92919 La Defense Cedex

France

Attention: Secretary General

In lieu of personal notice or notice by deposit in the U.S. mail, a party may give notice by confirmed telegram, telex or fax, which shall be effective upon receipt.

16. Entire Agreement. This Agreement constitutes the entire understanding between Company and Employee relating to the terms of employment of Employee by Company and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement. This Agreement may be amended but only by a subsequent written agreement of the parties. This Agreement shall be binding upon and shall inure to the benefit of Employee, Employee’s heirs, executors, administrators and beneficiaries, and Company and its successors.

18. Withholding Taxes. All amounts payable to Employee under this Agreement shall be subject to applicable withholding of income, wage and other taxes.

19. Waiver of Breach. The waiver by either party of a breach of any term of this Agreement shall not operate nor be construed as a waiver of any subsequent breach thereof. Any waiver must be in writing and signed by Employee or an authorized officer of the Company, as the case may be.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the year and day first above written.

Financial Security Assurance Holdings Ltd.



By:
Title: Chief Executive Officer

	Sean W. McCarthy

ANNEX A—Additional Payments

Exhibit 10.9

SHARE PURCHASE PROGRAM AGREEMENT dated as of December 15, 2000, and amended as of February 14, 2008, among DEXIA CREDIT LOCAL (successor to DEXIA PUBLIC FINANCE BANK), a French corporation (“DCL”), DEXIA HOLDINGS, INC., a Delaware corporation (“DHI”), and FINANCIAL SECURITY ASSURANCE HOLDINGS LTD., a New York corporation (“FSA”).

WHEREAS, DCL owns a majority of the outstanding shares of capital stock of DHI; and DHI owns all the outstanding shares of capital stock of FSA (other than shares issued under the Program referred to below);

WHEREAS, FSA established a Share Purchase Program (the “Program”) pursuant to the Share Purchase Program Agreement dated as of September 4, 2000 (the “Initial Agreement”) for directors of FSA, pursuant to which directors of FSA are entitled to purchase from DHI shares of FSA common stock for cash, and are further entitled to resell such shares to DCL upon the terms and subject to the conditions set forth therein;

WHEREAS, FSA allows directors of FSA to invest in phantom shares of FSA common stock with terms similar to the Program under the FSA Deferred Compensation Plans (the “DCP”) and Supplemental Executive Retirement Plans (the “SERP”), with FSA entitled to hedge such DCP and SERP investments by purchasing from DHI shares of FSA common stock for cash that may, in turn, be resold to DCL upon the terms and subject to the conditions set forth in in the Initial Agreement;

WHEREAS, the parties amended the Program as of December 15, 2000, to replace and correct the Initial Agreement, with retroactive effect, to, among other things, change the purchase price per Program Share from $76.00 to $78.766, make corresponding changes to the Resale Price and number of Program Shares (as such terms are defined herein) and limit the obligation of DCL to repurchase Program Shares; and

WHEREAS, the parties hereto desire to further amend the Program in order to address the impact of capital contributions by FSA shareholders upon Program Shares and Phantom Program Shares as provided 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 was entitled 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 commenced on September 4, 2000, and terminated on the date 30 days thereafter; (b) each Participant

could subscribe for up to U.S. $10 million of Program Shares (131,578 Program Shares); (c) such subscriptions for Program Shares were made by submission to FSA of a duly completed Subscription Application, substantially in the form of Exhibit A to the Initial Agreement; (d) Program Shares were required to be delivered to Participants against receipt of payment; (e) if payment for any Program Shares was not received by DHI within 5 business days after the expiration of the Subscription Period, then the related subscription would be null and void; and (f) initial subscriptions for a specified dollar amount of Program Shares at $76.00 per share under the Initial Agreement shall be revised, upon the consent of the subscribers to this Agreement, to represent subscriptions (pursuant to Subscription Applications in the form of Exhibit A hereto) for the same dollar amount (rounded up to the nearest whole number of shares, with a limit of 126,958 shares) at $78.766 per share effective from inception in accordance with this Agreement.

(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 126,958 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 allowed Participants to make phantom investments in Program Shares (“Phantom Program Shares”) under the DCP and SERP; provided, however, that (a) each Participant could 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 were made by submission to FSA of a duly completed Election Form, substantially in the form of Exhibit C to the Initial Agreement; (c) such deemed investments in Phantom Program Shares were effected on the fifth business day after expiration of the Subscription Period, subject to the general terms and provisions of the DCP and SERP; (d) deemed investments in Phantom Program Shares could not exceed the available account balances in the Participant’s DCP and SERP accounts; and (e) initial deemed investments for a specified dollar amount of Phantom Program Shares at $76.00 per share shall be revised, upon the consent of the Participants to this Agreement, to represent deemed investments (pursuant to DCP/SERP Election Forms in the form of Exhibit C hereto) for the same dollar amount at $78.766 per share (rounded up to the nearest whole number of shares, with a limit of 126,958 shares) effective from inception in accordance with this Agreement.

(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 and SERP; provided, however, that (a) each Participant may make deemed investments in and/or subscribe for up to 126,958 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/SERP 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 SERP; and (d) deemed investments in Phantom Program Shares may not exceed the available account balances in the Participant’s DCP and SERP accounts.

(c) Reinvestment Restriction for Phantom Program Shares . Deemed investments under the DCP and SERP in Phantom Program Shares shall remain in such deemed investment 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; Distribution of Program Shares under DCP and SERP . 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 and SERP, for a purchase price, payable in cash in U.S. dollars, equal to (i) U.S. $78.766 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; it being agreed that initial subscriptions for a specified dollar amount of Program Shares at $76.00 per share shall be revised to represent subscriptions for the same dollar amount (rounded up to the nearest whole number of shares for each DCP and SERP account) at $78.766 per share effective from inception in accordance with this Agreement. FSA agrees that investments in Phantom Program Shares under the DCP and SERP shall be paid out in kind, after expiration of the applicable deferral period, by delivery of Program Shares to the plan participant, less any Program Shares withheld to satisfy required income tax withholding. 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.

(e) Impact of Capital Contribution Upon Program Shares and Phantom Program Shares. In the event that DHI makes a contribution to the capital of FSA, then (i) DHI shall promptly provide each holder of Program Shares notice of the pro-rata capital contribution due therefrom, and each holder of Program Shares shall make a pro-rata capital contribution, paid in cash to the order of FSA, within 60 days of the date of capital contribution by DHI, failing which such holder shall be deemed to have delivered a Repurchase Notice, as of the date of the capital contribution by DHI, for the repurchase

of Program Shares in an amount equal to the unpaid capital contribution due therefrom (rounded up to the nearest whole number of shares); and (ii) each holder of Phantom Program Shares shall be deemed to have his or her number of Phantom Program Shares reduced by the same number as such holder would have been reduced had such holder held Program Shares and failed to fund his or her capital contribution in cash as provided in clause (i) above.

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 31 West 52 ^nd Street, New York, New York.

Section 4. Repurchase of Program Shares by DCL . Upon prior written notice (a “Repurchase Notice”), DCL agrees to purchase Program Shares from FSA or, after the Restriction Period, from any Participant (or any permitted successor or assign thereof) for a purchase price, payable in cash in U.S. dollars, equal to the Resale Price; provided, however, that (a) in no event may a Repurchase Notice be delivered by any Participant prior to June 30, 2001; (b) in the case of Program Shares acquired from DHI, then, after the first anniversary of the expiration of the Participant’s membership on the FSA Board of Directors (the “Anniversary Date”), the Resale Price shall be determined as if the Repurchase Notice was delivered on the Anniversary Date, with ABV per Share measured as of the close of the calendar quarter in which the Anniversary Date occurred; (c) in the case of Program Shares acquired from FSA pursuant to Section 2(d) hereof, in no event may a Repurchase Notice be delivered by any Participant prior to six months after receipt of such Program Shares from FSA; and (d) in the case of Program Shares acquired from FSA pursuant to Section 2(d) hereof, then, after the Anniversary Date, the Resale Price shall be determined as if the Repurchase Notice was delivered on the later of

(i) the Anniversary Date and (ii) the first anniversary of receipt of such Program Shares from FSA, with ABV per Share measured as of the close of the calendar quarter in which the later of such two dates occurred. For purposes hereof, the Resale Price shall equal the product of (a) 1.4676 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 DCL: Dexia Credit Local, 1, passerelle des Reflets, Tour Dexia—La Defense 2, F-92919 La Defense Cedex, Attention: Secretary General (Facsimile: 331-43-92-81-50);

(ii) if to DHI: Dexia Holdings, Inc., in care of Financial Security Assurance Holdings Ltd., 31 West 52 ^nd Street, New York, New York 10019, Attention: General Counsel (Facsimile: 212-339-0849); and

(iii) if to FSA: Financial Security Assurance Holdings Ltd., 31 West 52 ^nd Street, New York, New York 10019, Attention: General Counsel (Facsimile: 212-857-0541).

(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.

(h) Termination of Initial Agreement . The Initial Agreement shall terminate, and cease to be of any force or effect, upon receipt by FSA of consents to this Agreement from each investor in Program Shares or Phantom Program Shares during the Subscription Period.

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

	DEXIA CREDIT LOCAL,


	By:

	DEXIA HOLDINGS, INC.,


	By:
	Bruno Deletre, Chairman


	FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.,


	By:
	Bruce E. Stern, General Counsel

Exhibit A

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 December 15, 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 126,958).

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. $78.766 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

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 December 15, 2000, as amended from time to time (the “Program Agreement”), among Dexia Credit Local (successor to 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, together with current Program Shares
				and Phantom Program Shares, 126,958 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.

Exhibit C

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 or SERP (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 December 15, 2000, as amended from time to time (the “Program Agreement”), among Dexia Credit Local (successor to 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.

Number of DCP Phantom				Number of SERP Phantom
Program Shares:				Program Shares:

(insert number of Phantom Program Shares, not to exceed 126,958 less the number of Program Shares subscribed to pursuant to Section 1(a) of the Program Agreement)

Transfer from the specified Deemed Investments in the Participant’s Account :

(if individual investments are not specified, a pro-rata reduction will be made)

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 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) agrees that he or she will not extend the Deferral Period applicable to this Deemed Investment in Phantom Program Shares beyond the expiration of his or her membership on the FSA Board of Directors (the “Expiration Date”); and that any extension of a Deferral Period applicable to such Deemed Investment shall be deemed to be a request to extend such Deferral Period until the earlier of the requested extension date and the Expiration Date;

(d) 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;

(e) 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;

(f) 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

(g) 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.

Exhibit D

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 or SERP (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 December 15, 2000, as amended from time to time (the “Program Agreement”), among Dexia Credit Local (successor to 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.

Number of DCP Phantom				Number of SERP Phantom
Program Shares:				Program Shares:

(insert number of Phantom Program Shares, not to exceed, together with current Program Shares and Phantom Program Shares, 126,958 in the aggregate)

Transfer from the specified Deemed Investments in the Participant’s Account :

(if individual investments are not specified, a pro-rata reduction will be made)

By execution of this Application, the Participant hereby:

(d) 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;

(e) 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;

(g) 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

(h) 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 and SERP.

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

CONSENT AND POWER OF ATTORNEY

The undersigned director (the “Participant”) of Financial Security Assurance Holdings Ltd. (“FSA”) participates and/or is eligible to participate in the FSA Director Share Purchase Program pursuant to which the Participant is entitled to purchase outstanding shares of FSA Common Stock (“Program Shares”) and make deemed investments in Program Shares (“Phantom Program Shares”) under FSA’s Deferred Compensation Plan (the “DCP”) and Supplemental Executive Retirement Plan (the “SERP”), all as contemplated by the Share Purchase Program Agreement dated as of September 4, 2000 (the “Initial Agreement”), among Dexia Public Finance Bank (“DPFB”), Dexia Holdings, Inc. (“DHI”), and FSA.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Participant hereby consents and agrees with DPFB, DHI and FSA as follows:

(i) The Share Purchase Program Agreement dated as of December 15, 2000 (the “Program Agreement”), shall replace and correct the Initial Program Agreement in all respects with retroactive effect.

(ii) All purchases by the Participant of Program Shares and all deemed investments by the Participant in Phantom Program Shares, in each case made prior to the date hereof under the Initial Agreement, shall be amended to represent purchases or investments, as the case may be, for the same dollar amount (rounded up to the nearest whole number of shares) at $78.766 per share (as contemplated by the Program Agreement) rather than $76 per share (as contemplated by the Initial Agreement); provided that all such Program Shares and Phantom Program Shares shall be subject to the Resale Price and other provisions of the Program Agreement. Each Subscription Application and Investment Election Form submitted under the Initial Agreement shall be deemed replaced with a Subscription Application and Investment Election Form under the Program Agreement in the forms attached thereto.

(iii) The Participant does hereby (A) constitute and appoint each of the Chief Executive Officer, the President and the General Counsel of FSA to be his agent and attorney-in-fact, with the power to act fully hereunder and with full power of substitution to act in the name and on behalf of the undersigned, to sign in the name and on behalf of the undersigned, as shareholder of FSA, any and all written consents in lieu of a meeting by the shareholders of FSA, in such manner as deemed appropriate by DHI in its sole discretion; and (B) waive notice of any meeting of shareholders of FSA. The foregoing power-of-attorney and waiver shall be in full force and effect for so long as the undersigned shall be a Participant, unless and until revoked by written instrument delivered to the General Counsel of the Company.

IN WITNESS WHEREOF, the undersigned Participant has caused this Consent and Power of Attorney to be signed as of the 15 ^th day of December, 2000.

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