**Exhibit10.6F**

AMENDMENTdated as of February 14, 2007 to AGREEMENTS EVIDENCING AWARDS OF DEXIARESTRICTED STOCK to ROBERT P. COCHRAN.

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

WHEREAS,the agreements (the “Award Agreements”) evidencing the 2005/2006 Awards providefor vesting of the Dexia Restricted Stock upon eligibility for retirement atage 55;

WHEREAS,Mr. Cochran is party to an employment agreement with the Company pursuant towhich he is not eligible to retire until age 60; and

WHEREAS,the parties hereto endeavor to provide that from and after January 1, 2007, the2005/2006 Awards will henceforth only vest upon eligibility for retirement whenMr. Cochran is eligible at age 55 or such other date as he shall becomeeligible to retire in accordance with any agreement that he may have with theCompany;

NOW,THEREFORE, the parties hereto hereby agree as follows:

1.             Thesecond bullet point paragraph in Section 3 (“Vesting Period”) of each of theAward Agreements shall be revised to read as follows:

·                                          Upon becoming eligible for Retirement at age55 (or such other date as you shall become eligible to retire under anyagreement with the Company) (your “RetirementEligibility Date”), a portion of your shares of Dexia Restricted Stock subjectto this award that have not become vested prior to your Retirement EligibilityDate shall vest as of such date, such portion to equal the ratio of (i) thenumber of days in the Normal Vesting Period applicable to such shares that haveelapsed as of the Retirement Eligibility Date, over (ii) the total number ofdays in such Normal Vesting Period.  Theshares of Dexia Restricted Stock subject to this award that are still unvestedfollowing your Retirement Eligibility Date shall vest in equal installments asof the last day of each of the Company’s fiscal quarters ending during theremaining term of the applicable Normal Vesting Period, provided that, in thecase of each such installment, you remain employed by the Company until theapplicable vesting date.

2.             Anyshares of Dexia Restricted Stock awarded under the Award Agreements that shallhave vested by reason of eligibility for retirement prior to January 1, 2007shall remain so vested.

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3.             Exceptas expressly provided herein, the Award Agreements shall remain unchanged andin full force and effect.  Unless thecontext otherwise requires, capitalized terms used herein have the meaningsprovided in the Award Agreements.  ThisAmendment shall be governed by, and construed in accordance with, the laws ofthe State of New York.

IN WITNESS WHEREOF, the parties hereto have dulyexecuted and delivered this Amendment as of the date first above written.
|        | FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. |
|--------|--------------------------------------------|
|   |                                       |   |
|   | By                                         | /s/ Bruce E.  Stern |
|   |                                       | General Counsel |
|   |                                       |   |
|   | ROBERT P. COCHRAN                          |
|   |                                       |   |
|   | /s/ Robert P.  Cochran                     |

 

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