Exhibit 10.7

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
SEVERANCE POLICY FOR SENIOR MANAGEMENT
(As Amended and Restated Effective November 13, 2003)

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TABLE OF CONTENTS

|            |  |                                       |  | PAGE
|----------- |  | ------------------------------------- |  | ----
|SECTION 1.  |  | ESTABLISHMENT AND PURPOSE OF THE PLAN |  | 1   
|SECTION 2.  |  | ELIGIBLE EMPLOYEES                    |  | 1   
|SECTION 3.  |  | SEVERANCE PAY AND SEVERANCE BENEFITS  |  | 2   
|SECTION 4.  |  | OFFSET                                |  | 4   
|SECTION 5.  |  | PAYMENT OF SEVERANCE PAY              |  | 4   
|SECTION 6.  |  | REINSTATEMENT                         |  | 4   
|SECTION 7.  |  | WAIVER AND RELEASE AGREEMENT          |  | 5   
|SECTION 8.  |  | PLAN ADMINISTRATION                   |  | 5   
|SECTION 9.  |  | AMENDMENT/TERMINATION/VESTING         |  | 5   
|SECTION 10. |  | PAY AND OTHER BENEFITS                |  | 6   
|SECTION 11. |  | NO ASSIGNMENT                         |  | 6   
|SECTION 12. |  | RECOVERY OF PAYMENTS MADE BY MISTAKE  |  | 6   
|SECTION 13. |  | REPRESENTATIONS CONTRARY TO THE PLAN  |  | 6   
|SECTION 14. |  | NO EMPLOYMENT RIGHTS                  |  | 7   
|SECTION 15. |  | COMPANY INFORMATION                   |  | 7   
|SECTION 16. |  | CONFIDENTIALITY                       |  | 7   
|SECTION 17. |  | PLAN FUNDING                          |  | 7   
|SECTION 18. |  | APPLICABLE LAW                        |  | 7   
|SECTION 19. |  | SEVERABILITY                          |  | 8   
|SECTION 20. |  | PLAN YEAR                             |  | 8   
|SECTION 21. |  | RETURN OF COMPANY PROPERTY            |  | 8   

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Exhibit 10.7

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
SEVERANCE POLICY FOR SENIOR MANAGEMENT

SECTION 1    ESTABLISHMENT AND PURPOSE OF THE PLAN

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.(hereinafter "FSA") has adopted the FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. SEVERANCE
POLICY FOR SENIOR MANAGEMENT(hereinafter the
"Plan"), for the benefit of the Senior Management (as hereinafter defined) of FSA and its current direct and indirect wholly-owned subsidiaries
(collectively referred to herein as the "Company"), as described herein. The Plan was adopted effective as of February 8, 1995, and was amended
and restated effective March 13, 2000 and May 17, 2001. The Plan is hereby amended and restated, as set forth in this Plan document, effective November 13, 2003, to require
cooperation in defending or pursuing litigation as a term to the waiver and release agreement required to be signed as a condition to receiving benefits under the Plan. The Plan is an unfunded welfare
benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (hereinafter "ERISA") and a severance pay plan within the
meaning of the United States Department of Labor regulations section 2510.3-2(b). The purpose of the Plan is to provide an eligible employee whose employment terminates as described
in Section 2 with Severance Pay and Severance Benefits for a specified period of time.

SECTION 2    ELIGIBLE EMPLOYEES

Members of Senior Management who have been employed with the Company for at least one (1) year and whose employment is (i) terminated by the Company
for any reason other than for cause or (ii) constructively terminated, are eligible to participate in the Plan and shall be considered "eligible
employees" under the Plan. "Senior Management" means, and shall be limited to, the permanent members of the Management Committee
of the Company on the effective date of the Plan and any person who shall hereafter be designated as eligible to participate in the Plan by written notice thereof, signed by the President of the
Company and expressly stating that such person is a member of "Senior Management" for purposes of the Plan. The permanent members of the Management Committee of the Company on the effective date of
the Plan, as amended and restated, are (a) the Chief Executive Officer of the Company, (b) the Chief Operating Officer of the Company, (c) the General Counsel of the Company,
(d) the Chief Financial Officer of the Company, (e) the Managing Director in charge of the Asset Finance Group of Financial Security Assurance Inc., and (f) the Chief Risk
Management Officer of Financial Security Assurance Inc.. Termination "for cause" means termination for unethical practices, illegal conduct or
gross insubordination, but specifically excludes termination as a result of substandard performance. "Constructive termination" of employment occurs if
an eligible employee's compensation opportunity is significantly reduced out of line with Company results, or if there is a material reduction in responsibilities. The determination as to whether an
employee has been (i) terminated for cause, or (ii) constructively terminated, will be made by the Plan Administrator, in its sole discretion.

An
otherwise eligible employee shallnotbe eligible for Severance Pay and Severance Benefits under the Plan if:



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SECTION 3    SEVERANCE PAY AND SEVERANCE BENEFITS

In exchange for providing the Plan Administrator a valid Waiver and Release Agreement in a form acceptable to the Company, an eligible employee shall be eligible
to receive Severance Pay and Severance Benefits in accordance with the paragraphs set forth below. The consideration for the voluntary Waiver and Release Agreement shall be the Severance Pay and the
Severance Benefits that the eligible employee would not otherwise be eligible to receive.





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The
Plan Administrator, acting in its sole discretion may, in writing, enhance the amount of Severance Pay and/or Severance Benefits that an eligible employee is eligible to receive over the amount of
Severance Pay and Severance Benefits described above and/or make available to the eligible employee other forms of Severance Benefits.

SECTION 4    OFFSET

Severance Pay and Severance Benefits provided under the Plan shall be offset by any severance pay or severance benefits provided to an eligible employee under an
authorized written employment agreement containing a severance provision, an authorized written severance agreement, or any other group reorganization/restructuring benefit plan or program sponsored
by the Company. By accepting Severance Pay and Severance Benefits under the Plan, an eligible participant waives all rights to receive benefits under the Financial Security Assurance
Holdings Ltd. Severance Policy. In the event an eligible employee who is receiving Severance Pay and Severance Benefits under the Plan is employed with any other employer during the severance
period, due and unpaid Severance Pay shall be offset by an amount equal to fifty percent (50%) of the compensation received by the eligible employee from the new employment during the severance
period, and Severance Benefits shall cease. The eligible employee shall be obligated to refund any amounts paid by the Company as Severance Pay that exceed the amount of Severance Pay payable to the
eligible employee hereunder giving effect to the offset referred to in the preceding sentence. An eligible employee shall, as a condition of receiving Severance
Pay and Severance Benefits under the Plan, undertake to provide to the Company prompt notice of the commencement of any new employment of such eligible employee during the severance period.

SECTION 5    PAYMENT OF SEVERANCE PAY

Severance Pay that becomes payable shall be paid in installments in accordance with the Company's regular payroll payment schedule commencing with the first
regular payroll payment date occurring after expiration of the seven (7) day period during which an eligible employee may revoke his or her Waiver and Release Agreement (as explained more fully
below under the Section entitled "WAIVER AND RELEASE AGREEMENT"); however, the Plan Administrator reserves the right in its sole discretion to pay
Severance Pay in a lump sum. All legally required taxes and any sums owing to the Company shall be deducted from Severance Pay payments.

SECTION 6    REINSTATEMENT

If an eligible employee returns to a temporary assignment with the Company while receiving Severance Pay and Severance Benefits, payments of Severance Pay and
availability of Severance Benefits shall cease during the period of temporary employment and shall resume at the conclusion of the temporary assignment. In the event that an eligible employee who is
receiving Severance Pay or

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Severance
Benefits is permanently reemployed by the Company, the payment of Severance Pay and the availability of Severance Benefits under the Plan shall cease as of the date his or her reemployment
begins.

SECTION 7    WAIVER AND RELEASE AGREEMENT

In order to receive Severance Pay and Severance Benefits, an eligible employee must submit a signed Waiver and Release Agreement form to the Plan Administrator no
later than twenty-one (21) days after his or her separation date. If the termination of the eligible employee is part of a group termination, the signed Waiver and Release Agreement
must be submitted to the Plan Administrator no later than forty-five (45) days after his or her separation date. Attached to the Waiver and Release Agreement, if required by law, as
Attachment I will be a list of job titles and ages of employees of the Company who are eligible for the Plan, and as Attachment II will be a list of the ages of employees of the Company who are not
eligible for the Plan. An eligible employee may revoke his or her signed Waiver and Release Agreement within seven (7) days of his or her signing the Waiver and
Release Agreement. A revocation by an eligible employee must be made in writing and must be received by the Plan Administrator within such seven (7) day period. An eligible employee who timely
revokes his or her Waiver and Release Agreement shall not be eligible to receive any Severance Pay and Severance Benefits under the Plan. An eligible employee who timely submits a signed Waiver and
Release Agreement form and who does not exercise his or her right of revocation shall be eligible to receive Severance Pay and Severance Benefits. Eligible employees shall be encouraged to contact
their personal attorney to review the Waiver and Release Agreement form if they so desire.

SECTION 8    PLAN ADMINISTRATION

FSA shall serve as the "Plan Administrator" of the Plan and a "named fiduciary" within the meaning of such terms as defined in ERISA. The Plan Administrator shall
have the discretionary authority to determine eligibility for Plan benefits and to construe the terms of the Plan, including the making of factual determinations. The decisions of the Plan
Administrator shall be final and conclusive with respect to all questions concerning the administration of the Plan. The Plan Administrator may delegate to other persons responsibilities for
performing certain of the duties of the Plan Administrator under the terms of the Plan and may seek such expert advice as the Plan Administrator deems reasonably necessary with respect to the Plan.
The Plan Administrator shall be entitled to rely upon the information and advice furnished by such delegatees and experts, unless actually knowing such information and advice to be inaccurate or
unlawful. The Plan Administrator shall establish and maintain a reasonable claims procedure, including a procedure for appeal of denied claims. In no event shall an eligible employee or any other
person be entitled to challenge a decision of the Plan Administrator in court or in any other administrative proceeding unless and until the claim and appeals procedures established under the Plan
have been complied with and exhausted.

SECTION 9    AMENDMENT/TERMINATION/VESTING

The Company may terminate or amend the Plan at any time and from time to time, for any reason or no reason; provided,however, that any such termination or amendment of the Plan that is adverse to the interest of
any eligible employee under the Plan shall be effective only (i) as to any eligible employee first becoming an Employee after the date of such amendment or termination or (ii) as to any
other employee, on or after December 31, 2004. Any amendment or termination of the Plan shall be adopted by the Board of Directors of FSA and executed by an authorized officer of FSA. In no
event will the termination of the Plan reduce Severance Pay and Severance Benefits previously granted to an eligible employee under the Plan.

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SECTION 10    PAY AND OTHER BENEFITS

An eligible employee's participation in all of the Company's employee pension benefit plans and employee welfare plans in which he or she is enrolled as of his or
her separation date shall cease as of his or her separation date, except as provided above with respect to COBRA coverage and life insurance benefits. All pay and other benefits, including
unreimbursed valid business expenses and accrued but unpaid salary (but excluding Plan benefits), payable to an eligible employee upon his or her separation date shall be paid in accordance with the
terms of those established policies, plans and procedures. An eligible employee who is participating in the Plan shall not be eligible for any other type of severance benefits under any other
severance pay plan, program or policy of the Company. Eligible employees shall receive payment for unused vacation days on the first payroll date following the eligible employee's termination of
employment. Such payment shall be equal to one twentieth (1/20th) of one month of Severance Pay for every vacation day and shall be paid in a single lump sum payment. Such payment shall not reduce the
amount of Severance Pay otherwise payable to the eligible employee under the Plan. For purposes of the foregoing,



SECTION 11    NO ASSIGNMENT

Severance Pay or Severance Benefits payable under the Plan shall not be subject to anticipation, alienation, pledge, sale, transfer, assignment, garnishment,
attachment, execution, encumbrance, levy, lien, or charge, and any attempt to cause such Severance Pay or Severance Benefits to be so subjected shall not be recognized, except to the extent required
by law.

SECTION 12    RECOVERY OF PAYMENTS MADE BY MISTAKE

An eligible employee shall be required to return to the Company any Severance Pay or Severance Benefits, or portion thereof, made by a mistake of fact or law.

SECTION 13    REPRESENTATIONS CONTRARY TO THE PLAN

No employee, officer, or director of the Company has the authority to alter, vary or modify the terms of the Plan except by means of an authorized written
amendment to the Plan. No verbal or

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written
representations contrary to the terms of the Plan and its written amendments shall be binding upon the Plan, the Plan Administrator or the Company.

SECTION 14    NO EMPLOYMENT RIGHTS

The Plan shall not confer employment rights upon any person. No person shall be entitled, by virtue of the Plan, to remain in the employ of the Company and
nothing in the Plan shall restrict the right of the Company to terminate the employment of any eligible employee at any time.

SECTION 15    COMPANY INFORMATION

Eligible employees may have access to Company Information. Recognizing that the disclosure or improper use of such Company Information will cause serious and
irreparable injury to the Company, as a condition of receiving Severance Pay and Severance Benefits eligible employees with such access acknowledge that (i) they will not at any time, directly
or indirectly, disclose Company Information to any third party or otherwise retain or use such Company Information for their own benefit or the benefit of others, (ii) if they disclose or
improperly use any Company Information, the Company shall be entitled to apply for and receive an injunction to restrain any violation of this paragraph, and (iii) eligible employees shall be
liable for any damages the Company incurs, including litigation costs and reasonable attorneys' fees.

"Company Information" shall mean any confidential, financial, marketing, business, technical or other information, including, without
limitation, information that the eligible employee prepared, caused to be prepared, received in connection with and/or contemporaneous with his or her employment with the Company, such as information
provided by customers that is not generally known in the industry, objective and subjective evaluations of management, transactions or proposed transactions, trade secrets, personnel information and
marketing methods and techniques. The term "Company Information" specifically excludes information that is generally known in the industry (except when
known based upon the eligible employee's actions in contravention of this provision) or that is otherwise publicly available.

SECTION 16    CONFIDENTIALITY

Eligible employees are prohibited from disclosing the existence of this Plan and its terms and conditions, to any other past, present or future employees of the
Company, or to any other person, except (and in such cases, only to the extent necessary) to the eligible employee's immediate family, attorneys, accountants, financial advisors, lending institutions,
federal, state or local taxing authorities, or as otherwise required by law, or for the enforcement of the Plan terms.

SECTION 17    PLAN FUNDING

No eligible employee shall acquire by reason of the Plan any right in or title to any assets, funds, or property of the Company. Any Severance Pay or Severance
Benefits that become payable under the Plan are unfunded obligations of the Company and shall be paid from the general assets of the Company. No employee, officer, director or agent of the Company
guarantees in any manner the payment of Severance Pay or Severance Benefits.

SECTION 18    APPLICABLE LAW

The Plan shall be governed and construed in accordance with ERISA and in the event that any reference shall be made to State law, the internal laws of the State
of New York shall apply.

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SECTION 19    SEVERABILITY

If any provision of the Plan is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or
other controlling law, the remainder of the Plan shall continue in full force and effect.

SECTION 20    PLAN YEAR

The ERISA plan year of the Plan shall be the calendar year.

SECTION 21    RETURN OF COMPANY PROPERTY

All Company property (including keys, credit cards, identification cards, office equipment, portable computers and cellular telephones) and Company Information
(including all copies, duplicates, reproductions or excerpts thereof) must be returned by the eligible employee as of his or her separation date in order for such eligible employee to commence
receiving Severance Pay and Severance Benefits under the Plan.

| |  | FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
| |  | ------------------------------------------
| |  | By:                                       
| |  |                                           
| |  | Its:                                      
| |  |                                           

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Attachment I to
Financial Security Assurance Holdings Ltd. Severance Policy for Senior Management

WAIVER AND RELEASE AGREEMENT

(1)Waiver and Release, Etc.In consideration for the Severance Pay and Severance Benefits to be provided to me
under the terms of theFINANCIAL SECURITY ASSURANCE HOLDINGS LTD. SEVERANCE POLICY FOR SENIOR MANAGEMENT(hereinafter, the "Plan"), I, on behalf
of myself and my heirs, executors, administrators, attorneys and assigns, hereby waive, release and forever dischargeFINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.(hereinafter, the "Company") and the Company's parent, subsidiaries, divisions and affiliates, whether direct or indirect, its and their joint ventures and
joint venturers (including its and their respective directors, officers, associates, employees, shareholders, partners and agents, past, present and future), and each of its and their respective
successors and assigns (hereinafter collectively referred to as "Releasees"), from any and all known or unknown actions, causes of action, claims or liabilities of any kind which have or could be
asserted against the Releasees arising out of or related to my employment with and/or separation from employment with the Company and/or any of the other Releasees and/or any other occurrence up to
and including the later of the date of this Agreement and the date of termination of employment with the Company and/or any of the other Releasees, including but not limited to:



but
excluding the right to file an administrative charge or participate in an investigation conducted by the Equal Employment Opportunity Commission (the "EEOC"), any claims which I may make under
state workers' compensation or unemployment laws, and/or any claims which by law I cannot waive. I am waiving, however, any right to monetary recovery should the EEOC or any other agency pursue any
claim on my behalf. I further waive, release, and discharge the Company and/or any of the other Releasees from any reinstatement rights that I have or could have and I acknowledge that I have not
suffered any on-the-job injury for which I have not already filed a claim. I also agree never to sue the Company and/or any of the Releasees on the basis of any and all claims
of any type to date arising out of any aspect of my employment with and/or separation from employment with the Company and/or any of the Releasees, except for a claim under the ADEA, including a
challenge to the validity of this Agreement under that law. I understand that this Agreement includes a release of all known and unknown claims arising up to and including the date of this Agreement.

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(2)Company Information.I acknowledge that I may have access to certain confidential and other information of
the Company, referred to in the Plan as "Company Information". Recognizing that the disclosure or improper use of Company Information may cause serious and irreparable injury to the Company, I agree
that I will not at any time, directly or indirectly, disclose Company Information or use Company Information for my own benefit or the benefit of any other party except as permitted under the Plan.

(3)Cooperation; Return of Company Property.I agree to cooperate with the Company with respect to providing
information with respect to matters with which I was involved at the time of my termination of employment and to cooperate, at the expense of the Company, in the defense or pursuit by the Company of,
or response by the Company to, any litigation, investigation or dispute relating to matters in which I participated during my term of employment with the Company. I agree to return to the Company all
Company property in my possession as promptly as practicable, including, without limitation, any keys, credit cards, documents and records, identification cards, office equipment, portable computers,
mobile telephones and parking permits.

(4)Consequences of Breach.In the event that I breach this Agreement by violating any of the provisions of
paragraph (1), (2) or (3), I acknowledge that (q) the Company shall be entitled to apply for and receive an injunction to restrain any violation of such paragraphs, (b) I
shall be required to pay the Company's and/or any of the Releasees' litigation costs and expenses, including reasonable attorneys' fees, associated with defending against my lawsuit and (c) I
shall be obligated to repay to the Company eighty percent (80%) of the Severance Pay already paid to me and to forfeit eighty percent (80%) of the Severance Pay not yet paid to me. Such repayment
and/or forfeiture shall not affect the validity of this Agreement.

(5)Offset.I understand that, in the event I become employed with any other employer during the severance
period, due and unpaid Severance Pay will be offset by an amount equal to fifty percent (50%) of the compensation received by me from the new employment during the severance period, and Severance
Benefits shall cease. I agree to refund any amounts paid by the Company as Severance Pay that exceed the amount of Severance Pay payable to me under the Plan giving effect to the offset referred to in
the preceding sentence. I further agree to provide to the Company prompt notice of the commencement of any such new employment.

(6)Other Plans.I understand that this Agreement will not limit any of my rights or obligations in respect of
any Company sponsored plans, each of which has its own provisions governing the rights of employees thereunder in respect of which I agree to remain bound, except that I hereby waive, release and
shall not assert in any forum any claim or right arising out of or in connection with my termination of employment on the basis that such termination interfered with attainment of any rights under
such a plan or was otherwise discriminatory or illegal. The foregoing plans include the Company's pension plans (Money Purchase Plan and Supplemental Executive Retirement Plan), Cash or Deferred Plan
(401(k) plan), home computer program, cafeteria plan ("flex plan"), medical plans, Supplemental Restricted Stock Plan, 1993 Equity Participation Plan and Deferred Compensation Plan. I understand that,
for purposes of determining my rights under the foregoing plans, my employment with the Company will be deemed to have been terminated by the Company without cause.

(7)Review and Revocation Periods.I acknowledge that I have been given at least twenty-one
(21) days to consider this Agreement thoroughly and I was encouraged to consult with my personal attorney, if desired, before signing below. I understand that I may revoke this Agreement within
seven (7) days after its signing and that any revocation must be made in writing and submitted within such seven (7) day period to the Plan Administrator. I understand that this
Agreement will not be effective or enforceable until after this seven (7) day period. I further understand that if I revoke this Agreement, I shall not receive Severance Pay and Severance
Benefits under the Plan.

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(8)Severability.I agree that if any provision of this Agreement is found, held or deemed by a court of
competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or controlling law, the remainder of this Agreement shall continue in full force and effect.

(9)Governing Law.This Agreement is deemed made and entered into in the State of New York, and in all respects
shall be interpreted, enforced and governed under the internal laws of the State of New York, to the extent not governed by federal law. Any dispute under this Agreement shall be adjudicated by a
court of competent jurisdiction in the State of New York.

The undersigned hereby acknowledges and agrees that he or she has carefully read and fully understands all the provisions of this Agreement and has voluntarily
entered into this Agreement by signing below as of the date set forth below.

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|(Print name) |  |       
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|(Signature)  |  | (Date)

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