Financial Security Assurance Holdings LTD/Ny/ Sample Contracts

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CONFORMED COPY FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. 6 7/8% Quarterly Interest Bond Securities Due 2101 UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • December 18th, 2001 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York
UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • September 19th, 1997 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York
Exhibit 4.1 AMENDED AND RESTATED TRUST INDENTURE
Financial Security Assurance Holdings LTD/Ny/ • March 10th, 1999 • Insurance carriers, nec • New York
Exhibit 1 FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. 500,000 Shares of Common Stock, Par Value $.01 Per Share PURCHASE AGREEMENT ------------------
Purchase Agreement • December 28th, 1999 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York
CREDIT AGREEMENT
Credit Agreement • November 10th, 1998 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York
EXECUTION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 24th, 2000 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York
AND
Purchase Contract Agreement • May 5th, 1999 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York
Exhibit 4.2 SUBORDINATED INDENTURE
Financial Security Assurance Holdings LTD/Ny/ • March 10th, 1999 • Insurance carriers, nec • New York
by and among
Voting Agreement • March 14th, 2000 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York
Exhibit 4.02 SUBORDINATED INDENTURE
Indenture • August 22nd, 1997 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York
and EXEL LIMITED
Registration Rights Agreement • March 25th, 1999 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York
between
Trust Indenture • September 19th, 1997 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. 6.25% Notes Due November 1, 2102 Underwriting Agreement
Financial Security Assurance Holdings LTD/Ny/ • November 25th, 2002 • Insurance carriers, nec • New York

Financial Security Assurance Holdings Ltd., a New York corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of $75,000,000 principal amount of the 6.25% Notes due November 1, 2102 (the "Securities").

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
Indenture • November 28th, 2006 • Financial Security Assurance Holdings LTD • Insurance carriers, nec • New York

INDENTURE, dated as of November 22, 2006, between FINANCIAL SECURITY ASSURANCE HOLDINGS LTD., a New York corporation (herein called the “Company”), having its principal office at 31 West 52nd Street, New York, NY 10019, and THE BANK OF NEW YORK, a New York banking corporation, as trustee hereunder (herein called the “Trustee”).

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. AGREEMENT EVIDENCING AN AWARD OF DEXIA RESTRICTED STOCK
Dexia Restricted Stock Award Agreement • February 15th, 2008 • Financial Security Assurance Holdings LTD • Insurance carriers, nec • New York

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.

AMENDED EMPLOYMENT AGREEMENT
Employment Agreement • February 15th, 2008 • Financial Security Assurance Holdings LTD • Insurance carriers, nec • New York

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”).

PUT OPTION AGREEMENT
Put Option Agreement • August 13th, 2003 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec

This Put Option Agreement, dated as of June 23, 2003 (this “Agreement”), is by and between Financial Security Assurance Inc., a New York domestic stock insurance corporation (“FSA”), and Sutton Capital Trust I (the “Trust”), a Delaware statutory trust.

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. AGREEMENT EVIDENCING AN AWARD OF PERFORMANCE SHARES
Financial Security Assurance Holdings LTD • February 15th, 2008 • Insurance carriers, nec • New York

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.

EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2004 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York

AGREEMENT, dated as of July 5, 2004 by and between Financial Security Assurance Holdings Ltd., a New York corporation ("Company"), and Sean W. McCarthy ("Employee").

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FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. AGREEMENT EVIDENCING AN AWARD OF PERFORMANCE SHARES
Financial Security Assurance Holdings LTD • February 17th, 2006 • Insurance carriers, nec • New York

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.

AMENDMENT NO. 7 TO THE CREDIT AGREEMENT
The Credit Agreement • May 13th, 2005 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York

AMENDMENT NO. 7 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of April 22, 2005, among Financial Security Assurance Inc. (“FSA”), the additional borrowers party hereto (together with FSA, the “Borrowers”), various banks (the “Banks”), JPMorgan Chase Bank, N.A. (the “New Bank”) and The Bank of New York, as agent (the “Agent”). All capitalized terms defined in the hereinafter defined Credit Agreement shall have the same meaning when used herein unless otherwise defined herein.

TEXT OMITTED AND SUBMITTED SEPARATELY PURSUANT TO CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. SECTION 200.80(B)(4)
Revolving Credit Agreement • August 14th, 2008 • Financial Security Assurance Holdings LTD • Insurance carriers, nec • New York

REVOLVING CREDIT AGREEMENT dated as of June 30, 2008 between FSA Asset Management LLC, a Delaware limited liability company (with its successors, the “Company”); and Dexia Crédit Local, a French share Company licensed as a bank under French law, acting through its head office located at 1, Passerelle des Reflets, Tour Dexia La Défense 2, 92913 La Défense Cedex, France (with its successors, the “Bank”).

Contract
Financial Security Assurance Holdings LTD • November 28th, 2006 • Insurance carriers, nec

REPLACEMENT CAPITAL COVENANT, dated as of November 22, 2006 (this “Replacement Capital Covenant”), by FINANCIAL SECURITY ASSURANCE HOLDINGS LTD., a New York corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).

AMENDMENT dated as of February 14, 2007 to AGREEMENTS EVIDENCING AWARDS OF DEXIA RESTRICTED STOCK to ROBERT P. COCHRAN.
Financial Security Assurance Holdings LTD • April 2nd, 2007 • Insurance carriers, nec • New York

WHEREAS, Robert P. Cochran has been awarded shares of Dexia Restricted Stock under the Financial Security Assurance Holdings Ltd. (the “Company”) 2004 Equity Participation Plan in 2005 and 2006 (the “2005/2006 Awards”);

AMENDMENT NO. 6 TO THE CREDIT AGREEMENT
The Credit Agreement • August 13th, 2004 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York

AMENDMENT NO. 6 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of April 23, 2004, among Financial Security Assurance Inc. (“FSA”), the additional borrowers party hereto (together with FSA, the “Borrowers”), various banks (the “Banks”), US Bank, N.A. (the “New Bank”) and The Bank of New York, as agent (the “Agent”). All capitalized terms defined in the hereinafter defined Credit Agreement shall have the same meaning when used herein unless otherwise defined herein.

CAPITAL COMMITMENT AGREEMENT entered into as of November 13, 2008 by and among Dexia Holdings Inc. Financial Security Assurance Holdings Ltd.
Capital Commitment Agreement • November 17th, 2008 • Financial Security Assurance Holdings LTD • Insurance carriers, nec • New York

This CAPITAL COMMITMENT AGREEMENT (the “Agreement”) is entered into as of November 13, 2008 (the “Commitment Effective Date”), by and among Dexia Holdings Inc. (“DHI”), Financial Security Assurance Holdings Ltd. (“FSAH”) and FSA Asset Management LLC (“FSAM”). DHI, FSAH and FSAM are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Junior Subordinated Debentures PURCHASE AGREEMENT
Purchase Agreement • November 28th, 2006 • Financial Security Assurance Holdings LTD • Insurance carriers, nec • New York
SHARE PURCHASE PROGRAM AGREEMENT
Share Purchase Program Agreement • February 15th, 2008 • Financial Security Assurance Holdings LTD • Insurance carriers, nec • New York

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”).

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. AGREEMENT EVIDENCING AN AWARD OF DEXIA RESTRICTED STOCK
Financial Security Assurance Holdings LTD • March 20th, 2008 • Insurance carriers, nec • New York

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.

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