0001047469-05-014744 Sample Contracts

AGREEMENT EVIDENCING AN AWARD OF DEXIA RESTRICTED STOCK
Dexia Restricted Stock Award Agreement • May 13th, 2005 • Financial Security Assurance Holdings LTD/Ny/ • 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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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.

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