0001104659-07-024645 Sample Contracts

AMENDMENT dated as of February 14, 2007 to AGREEMENTS EVIDENCING AWARDS OF DEXIA RESTRICTED STOCK to ROBERT P. COCHRAN.
Amendment to Awards of Dexia Restricted Stock • April 2nd, 2007 • Financial Security Assurance Holdings LTD • 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”);

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FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. AGREEMENT EVIDENCING AN AWARD OF DEXIA RESTRICTED STOCK
Dexia Restricted Stock Award Agreement • April 2nd, 2007 • 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.

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