0001104659-08-011102 Sample Contracts

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.

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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”).

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.

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”).

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