**Exhibit 10.6E**

**FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.AGREEMENT EVIDENCING AN AWARD OF DEXIA RESTRICTED STOCK**

January 23, 2007

To:  [                    ] “Employee”

We are pleased to notify youthat 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 underthe Financial Security Assurance Holdings Ltd. 2004 Equity Participation Plan (as amended from time to time, the “Plan”).  Unless otherwise defined herein, allcapitalized terms contained herein shall have the definitions that are ascribedto them in the Plan.

As described herein, your shares of Dexia Restricted Stockwill be allocated (i) 33-1/3% tothe three-year Restricted Periodscheduled to end December 31, 2009and (ii) 66-2/3% to the four-year Restricted Period scheduled to end December 31, 2010. Pursuant to the terms ofthe Plan and this Agreement, the restrictions on vested Dexia Restricted Stockallocated to each Restricted Period will lapse at the end of such RestrictedPeriod and unrestricted sharesof Dexia Stock will be distributed at that time.  During the Restricted Period, your shares of Dexia Restricted Stock will be held in custody in a securitiesaccount maintained by a custodian designated by the Company, subject to the provisions of this Agreementand the Plan.

1.             Purpose of Award.

The purpose of the Planpursuant to which your shares of DexiaRestricted Stock have been awardedis to enable the Company to retain and attract executives and employees whowill contribute to the Company’ssuccess by their ability, ingenuity and industry, and to enable such executivesand employees to participate in the long-term growth of the Company and Dexia by obtaining a proprietaryinterest in the Company or Dexia and/orthe cash equivalent thereof.

2.             Acceptance of the Dexia Restricted Stock Award Agreement.

Your execution of this Dexia Restricted Stock award agreement (this “Agreement”) willindicate your acceptance of, and your agreement to be bound by, the terms setforth in this Agreement and in the Plan.

3.             VestingPeriod.

On the date hereof, you are vested in none of theshares of Dexia Restricted Stock subject to this award.  Subject to the provisions of this Section 3and the Plan, your shares of Dexia Restricted Stock shall vest according to thefollowing schedule:

 

| Vesting Date | ** ** | ** ** | ** ** | **% of Dexia Restricted Stock Award Vesting** | ** ** |
|-------------------|------------|------------|------------|-----------------------------------------------------------------------------|------------|
| June 30, 2009     |       | 33-1/3%    |       |
| June 30, 2010     |       | 66-2/3%    |       |

 

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Theperiod from the date of grant of your shares of Dexia Restricted Stock to thedate such shares are scheduled to become vested is referred to as the “NormalVesting Period.”

In the event of termination of your employment forany reason during the Normal Vesting Period, (i) you shall forfeit all yourshares of Dexia Restricted Stock that have not become vested prior to your dateof termination, except as specified below in this Section 3, and (ii) anyshares of vested Dexia Restricted Stock held by you (including shares thatbecome vested as specified below in this Section 3) will be distributed in theform of shares of unrestricted Dexia Stock at the conclusion of the applicableRestricted Period, subject to your right to sell such shares to the Company asdescribed in Section 6.  The period fromthe date of award of your Dexia Restricted Stock to the actual date of vesting(taking into account the earlier vesting as a result of the events describedbelow in this Section 3) is referred to as the “Forfeiture Period.”

·                                          Upon termination ofyour employment by the Company without Cause, a portion of your shares of DexiaRestricted Stock subject to this award that have not become vested prior to thedate of such termination shall vest as of such date, such portion to equal theratio of (i) the number of days in the Normal Vesting Period applicable to suchshares that have elapsed as of the date of termination, over (ii) the totalnumber of days in such Normal Vesting Period.

·                                          Upon becomingeligible for Retirement at age 55 (orsuch other date as you shall become eligible to retire under any agreement withthe Company) (your “Retirement Eligibility Date”), aportion of your shares of Dexia Restricted Stock subject to this award thathave not become vested prior to your Retirement Eligibility Date shall vest asof such date, such portion to equal the ratio of (i) the number of days in theNormal Vesting Period applicable to such shares that have elapsed as of theRetirement Eligibility Date, over (ii) the total number of days in such NormalVesting Period.  The shares of DexiaRestricted Stock subject to this award that are still unvested following yourRetirement Eligibility Date shall vest in equal installments as of the last dayof each of the Company’s fiscal quarters ending during the remaining term ofthe applicable Normal Vesting Period, provided that, in the case of each suchinstallment, you remain employed by the Company until the applicable vestingdate.

·                                          All your unvestedshares of Dexia Restricted Stock awarded hereunder shall vest (i) upon yourdeath or Disability while you are employed by the Company or (ii) to the sameextent that Performance Shares vest, in the event of a Change in Control whileyou are employed by the Company.

4.             RestrictedPeriod.

Fromthe date of award of your Dexia Restricted Stock until 6 months following theexpiration of the Forfeiture Period (such period, the “Restricted Period”),you shall not be permitted, voluntarily or involuntarily, to sell, transfer,pledge, anticipate, alienate, encumber or assign your shares of DexiaRestricted Stock awarded hereunder except by will or the laws of descent anddistribution; provided that the Restricted Period for any shares of DexiaRestricted Stock that are automatically sold to the Company or to Dexia tosatisfy withholding tax requirements in accordance with Section 8 below shallexpire at the expiration of the applicable Forfeiture Period.  The Restricted Periods set forth below shallapply to your shares of Dexia Restricted Stock that vest at the conclusion ofthe Normal Vesting Period:

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| Vesting Date  | ** ** | ** **         | ** ** | **Restricted Period Ended** | ** ** | **% of Dexia Restricted Stock Award  Becoming Unrestricted** |
|---------------|------------|--------------------|------------|-----------------------------|------------|--------------------------------------------------------------|
| June 30, 2009 |       | December  31, 2009 |       | 33-1/3%                     |
| June 30, 2010 |       | December 31,  2010 |       | 66-2/3%                     |

 

5.             Dividendsand Voting Rights.

Other than the restrictions on transferduring the Restricted Period, the risk of forfeiture during the Normal VestingPeriod and any other terms and conditions of your award set forth herein and inthe Plan, you shall have all of the rights of a holder of Dexia Stock inrespect of your shares of Dexia Restricted Stock, including the right to votethe shares and the right to receive any cash dividends; provided that any stockdividends paid, or proceeds of stock splits, shall remain Dexia RestrictedStock subject to the same custody arrangement, vesting provisions andRestricted Period applicable to the Dexia Restricted Stock in respect of whichsuch stock dividend was paid or stock split was made.  Cash dividends received with respect to yourDexia Restricted Stock shall be converted into U. S. dollars at the thenapplicable exchange rates and paid to you promptly following receipt by thecustodian of such dividends but, in any event, not later than 2 1⁄2 monthsfollowing the year in which such cash dividends are received by the custodian.

6.             Electionto Sell Stock.

Prior to the date on which the Restricted Periodshall be completed with respect to vested shares of Dexia Restricted Stockawarded to you hereunder, you shall be given an opportunity to elect to sell tothe Company all or a portion of such shares, if any, that you would be entitledto receive following completion of such Restricted Period.  Such election shall be made in writing andshall be delivered to the Company’s Chief Financial Officer or General Counsel,or such other officer as the Committee shall from time to time designate.  Notwithstanding any election to sell made byyou, the Committee may, in its sole and absolute discretion, on behalf of theCompany, refuse to purchase shares of unrestricted Dexia Stock from you.  If you fail to make a timely election withrespect to any vested shares of Dexia Restricted Stock prior to completion ofthe Restricted Period, the Committee, in its sole discretion, may nonethelesspurchase shares of Dexia Stock that you offer for sale to the Company.  Any Dexia Stock purchased by the Companypursuant to this Section 6 shall be purchased at the Fair Market Value of DexiaStock as of the last day of the Restricted Period (or if such day is not atrading day for Dexia Stock, then the first succeeding trading day for DexiaStock), converted into U. S. dollars using the noon buying rate published by the FederalReserve Bank of New York for such date (or, if such rate is no longerpublished, such other rate as the Committee shall approve).

7.             Distributionsand Payments on Completion of Restricted Period.

In furtherance of an election made underSection 6 of this Agreement, and subject to the Company’s rights thereunder,distributions of Dexia Stock and/or payments of cash for the purchase of sharesof Dexia Restricted Stock allocated to a particular Restricted Period coveredby this award shall be made to you within ten (10) days after the completion ofsuch Restricted Period.

8.             TaxWithholding.

In accordance with Section 11(d) of the Plan,you shall automatically sell to the Company a number of whole and/or fractionalshares of Dexia Stock that would otherwise be distributed to you upon 

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expiration of the Forfeiture Period in order tosatisfy the minimum withholding requirement for all applicable Federal, stateand local income, excise and employment taxes; provided that you may elect tosatisfy any such withholding requirement by the delivery of cash.  Such election must be made in writing anddelivered to the Company’s Chief Financial Officer or General Counsel or suchother officer as the Committee shall from time to time designate no later thanthirty (30) days prior to the date of any such withholding requirement.  Any shares of Dexia Stock sold to the Companypursuant to this Section 8 shall be valued at their Fair Market Value on thedate of the applicable withholding requirement (or if such day is not a tradingday for Dexia Stock, then the first succeeding trading day for Dexia Stock),converted into U. S. dollars using the noon buying rate published by the Federal Reserve Bank of New Yorkfor such date (or, if such rate is no longer published, such other rate as theCommittee shall approve).

9.**            **Dexia Stock Ceases to be Outstanding.

If, as a result of any merger, reorganization or other businesscombination or any other event or occurrence (a “Realization Event”),Dexia Stock is converted or exchanged for cash, shares or other consideration(the “Realization Consideration”), each share of Dexia Restricted Stockawarded hereunder outstanding immediately prior to such Realization Event shallbe converted into the Realization Consideration at the same time and on thesame terms as applicable to Dexia Stock in general and shall be subject to theterms and conditions of Section 6(c) of the Plan applicable to the DexiaRestricted Stock for which the Realization Consideration was paid, includingthe timing of payment, transfer and forfeiture provisions applicable withrespect to the remaining term of the applicable Restricted Period and theForfeiture Period, unless, in any such case, waived by the Committee in itssole discretion; provided that (i) to the extent that the RealizationConsideration consists of shares, the provisions hereof applicable to DexiaRestricted Stock shall apply to such shares as if such shares were DexiaRestricted Stock; and (ii) to the extent that the Realization Considerationconsists of cash (the “Restricted Cash Amount”), the Restricted CashAmount shall be paid to you six months after the end of the Normal VestingPeriod applicable to the Dexia Restricted Stock for which the Restricted CashAmount was substituted.  Such RestrictedCash Amount shall be converted into U.S. dollars using the noon buying ratepublished by the Federal Reserve Bank of New York for the date of receipt ofsuch cash (or if such rate is no longer published, such other rate as the Committeeshall approve) and credited with a rate of return equal to the Company’s ROEfrom the date of conversion into cash until the date of payment.  The Company’s obligation to pay theRestricted Cash Amount, along with any deemed earnings or losses thereon, shallbe an unfunded contractual obligation that will be satisfied out of the Company’sgeneral assets.  Participants shall haveonly the rights of a general unsecured creditor of the Company with respect tosuch amounts.

For purpose of theforegoing:

“ROE”means, in respect of any period, the average of:

(i)            the discount rate (expressed as anannual percentage rate) such that (a) the Adjusted Book Value per share of theCompany’s common stock (“FSA Stock”) on the last day of the lastcalendar quarter in such period, adjusted to exclude the after-tax change inaccumulated other comprehensive income (unrealized gains and losses in theCompany’s investment portfolio and any other component of other comprehensiveincome) during such period, and the dividends paid per share during suchperiod, each discounted at such discount rate to the 

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first day of thefirst calendar quarter in such period, equals (b) the Adjusted Book Value pershare of FSA Stock on the first day of the first calendar quarter in such period;and

(ii)           the discount rate (expressed as anannual percentage rate) such that (a) the Book Value per share of FSA Stock onthe last day of the last calendar quarter in such period, adjusted to excludethe after-tax change in accumulated other comprehensive income (unrealizedgains and losses in the Company’s investment portfolio and any other componentof other comprehensive income) during such period, and the dividends paid pershare during such period, each discounted at such discount rate to the firstday of the first calendar quarter in such period, equals (b) the Book Value pershare of FSA Stock on the first day of the first calendar quarter in suchperiod.

“Adjusted BookValue” means, as of a particular date, the Book Value on such date, subjectto the following adjustments, each of which shall have been derived from theCompany’s IFRS financial statements for the period ended on such date (or, ifnot derivable from such financial statements, shall be determined in good faithby the Company), but reduced by the amount of the federal income tax applicablethereto:

(i)            add to the Book Value the sum of (A)the unearned premiums net of prepaid reinsurance premiums at such date, (B) theestimated present value of future installment premiums, net of reinsurance, atsuch date, (C) the estimated present value of ceding commissions to be receivedrelated to reinsured future installment premiums at such date and (D) theestimated present value of future net interest margin at such date, and

(ii)           subtract from such total the sum of(A) the deferred acquisition costs at such date and (B) the estimated presentvalue of premium taxes to be paid related to future installment premiums.

For purposes hereof, Adjusted Book Value shall be determined excludingthe after-tax effect of gains or losses attributable to mark-to-market ofInvestment Grade credit derivatives.

“Adjusted BookValue per share” means, as of a particular date, Adjusted Book Value onsuch date divided by the number of shares of FSA Stock outstanding (excludingtreasury shares other than those owned to hedge obligations under the Company’sDeferred Compensation Plan(s) or Supplemental Executive Retirement Plan(s)) onsuch date.

“Book Value”means, as of a particulardate, the Company’s total shareholders’ equity on such date, as derived fromthe Company’s IFRS financial statements for the period ended on such date.  For purposes hereof, Book Value shall bedetermined excluding the after-tax effect of gains or losses attributable tomark-to-market of Investment Grade credit derivatives.

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“Book Value pershare” means, as of a particular date, Book Value on such date divided bythe number of shares of FSA Stock outstanding (excluding treasury shares otherthan those owned to hedge obligations under the Company’s Deferred CompensationPlan(s) or Supplemental Executive Retirement Plan(s)) on such date.

10.           Subject to Termsof the Plan.

This Agreement shall be subject in all respects to the terms andconditions of the Plan and in the event of any question or controversy relatingto the terms of the Plan, or any ambiguity in interpreting the provisionsthereof, the decision of the Committee shall be conclusive.

11.           Miscellaneous.

(a)           All decisions madeby the Committee pursuant to the provisions of this Agreement and the Plan(including without limitation any interpretation of this Agreement and thePlan) shall be final and binding, in the absence of bad faith or manifesterror, on all persons and otherwise entitled to the maximum deference permittedby law, including the Company and you. Any dispute, controversy or claim between the parties hereto arising outof or relating to this Agreement shall be settled by arbitration conducted inthe City of New York, in accordance with the Commercial Rules of the AmericanArbitration Association then in force and New York law.  In any dispute or controversy or claimchallenging any determination by the Committee, the arbitrator(s) shall upholdsuch determination in the absence of the arbitrator’s finding of the presenceof bad faith or manifest error of the Committee.  The arbitration decision or award shall befinal and binding upon the parties.  Thearbitration shall be in writing and shall set forth the basis therefor.  The parties hereto shall abide by all awardsrendered in such arbitration proceedings, and all such awards may be enforcedand executed upon in any court having jurisdiction over the party against whomenforcement of such award is sought. Each party shall bear its own costs with respect to such arbitration, includingreasonable attorneys’ fees; provided, however, that: (i) the fees of theAmerican Arbitration Association shall be borne equally by the parties; and(ii) if the arbitration is resolved in your favor, your costs of arbitration(including such fees) shall be paid by the Company.

(b)           All certificates forshares of Dexia Stock deliveredpursuant to this Agreement shall be subject to such stock-transfer orders andother restrictions as the Committee may deem advisable under the rules,regulations, and other requirements of the Securities and Exchange Commission,any stock exchange upon which DexiaStock is then listed, and any applicable Federal, state or foreign securitieslaw, and the Committee may cause a legend or legends to be put on any suchcertificates to make appropriate reference to such restrictions.

(c)           This Agreement shallnot confer upon you any right tocontinued employment with the Company, nor shall it interfere in any way withthe right of the Company to terminate your  employment at any time.  Notwithstanding any other provisions of thisAgreement or the Plan, if the Committee determines that any individual entitledto take action or receive payments hereunder is an infant or incompetent byreason of physical or mental disability, it may permit such action to be madeby or cause 

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such payments to be made to a different individual, without any furtherresponsibility with respect thereto under this Agreement or the Plan.

(d)           All notices hereunder shall be inwriting and, if to the Company, shall be delivered or mailed to its principaloffice, addressed to the attention of the General Counsel; and if to you, shallbe delivered personally or mailed to you at the address appearing in therecords of the Company.  Such addressesmay be changed at any time by written notice to the other party given inaccordance with this Section 11.

(e)           Notwithstanding anyother provision of the Plan or this Agreement, the Plan and this Agreementshall be construed or deemed to be amended as necessary to comply with therequirements of Section 409A of the Code to avoid taxation under Section409A(a)(1) of the Code.  The Committee,in its sole discretion, shall determine the requirements of Section 409A of theCode applicable to the Plan and this Agreement and shall interpret the terms ofthe Plan and this Agreement consistently therewith.  Under no circumstances, however, shall theCompany have any liability under the Plan or this Agreement for any taxes,penalties or interest due on amounts paid or payable pursuant to the Plan orthis Agreement, including any taxes, penalties or interest imposed underSection 409A(a)(1) of the Code.

(f)            The failure of you or the Company toinsist upon strict compliance with any provision of this Agreement or the Plan,or to assert any right you or the Company may have under this Agreement or thePlan, shall not be deemed to be a waiver of such provision or right or anyother provision or right of this Agreement or the Plan.

(g)           This Agreement contains the entireagreement between the parties with respect to the subject hereof and supersedesall prior agreements, written or oral, with respect thereto.

(h)           THIS AGREEMENT SHALL BE GOVERNED BYAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REFERENCE TOPRINCIPLES OF CONFLICT OF LAWS.
|   |   | Sincerely yours,                            |
|--------|--------|---------------------------------------------|
|   |   |                                        |   |
|   |   | FINANCIAL  SECURITY ASSURANCE HOLDINGS LTD. |
|   |   |                                        |   |
|   |   | By:                                         |   |
|   |   |                                        | Sean W. McCarthy, |
|   |   |                                        | President |
|   |   |                                        |   |

 

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| Agreed to and accepted as of  the                    |           |     |
|------------------------------------------------------|----------------|----------|
| date first set  forth above (Please sign on the line |           |     |
| below and print  name in the space provided):        |           |     |
|                                                 |           |     |   |
| * *                                             | * *       | * * | * * |
| * *                                             | *(signature)*  | * * | * * |
| * *                                             | * *       | * * | * * |
| Name:                                                |           |     |   |
| * *                                             | *(print name)* | * * | * * |

 

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