Exhibit 10.5

                   FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

                     Supplemental Executive Retirement Plan

                             As Amended and Restated

                             as of February 25, 1999

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                   FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

                     Supplemental Executive Retirement Plan

                                    CONTENTS

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ARTICLE 1  Purposes of Plan..................................................  1

ARTICLE 2  Definitions.......................................................  1

ARTICLE 3  Participation.....................................................  3

ARTICLE 4  Restoration of Benefits...........................................  3

ARTICLE 5  Administration and General Provisions.............................  6


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                   FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
                     Supplemental Executive Retirement Plan

ARTICLE 1. Purposes of Plan.

1.1   Financial Security Assurance Inc. adopted the Financial Security Assurance
      Inc. Supplemental Executive Retirement Plan (the "Plan"), effective
      January 1, 1989, in order to restore the pension benefits of selected
      current and future key employees whose benefits under the Financial
      Security Assurance Inc. Money Purchase Plan are limited by reason of
      certain limitations imposed by Section 401(a)(17), Section 415 and other
      provisions of the Internal Revenue Code of 1986, as amended (the "Code").
      The Plan was previously amended and restated in its entirety, and adopted
      by Financial Security Assurance Holdings Ltd. effective as of January 1,
      1995, and subsequently amended on February 12, 1997. The Plan is hereby
      amended and restated in its entirety, and adopted by Financial Security
      Assurance Holdings Ltd. effective as of February 25, 1999. The benefits,
      if any, with respect to any employee who terminated employment prior to
      the effective date of any amendment shall be determined in accordance with
      the provisions of the Plan as in effect as of such termination date.

ARTICLE 2. Definitions.

      For purposes of the Plan, the following terms shall have the meanings set
      forth below:

2.1   "Account" shall mean the account established for a Participant under the
      Plan to which contributions and earnings are credited.

2.2   "Basic Plan" shall mean the Financial Security Assurance Inc. Money
      Purchase Plan as adopted and amended.

2.3   "Beneficiary" shall mean the person or persons designated by the
      Participant to receive benefits under the Plan in the event of the
      Participant's death. If there is no Beneficiary surviving the Participant,
      any death benefit payable hereunder shall be paid to the Participant's
      estate.

2.4   "Board" shall mean the Board of Directors of the Company.

2.5   "Code" shall mean the Internal Revenue Code of 1986, as amended from time
      to time.

2.6   "COLI" shall mean the corporate owned life insurance purchased by a
      Participating Company on a Participant's life pursuant to the Plan.

2.7   "Committee" shall mean the Human Resources Committee of the Board acting
      on the majority vote of such Committee.

2.8   "Company" shall mean Financial Security Assurance Holdings Ltd., a New
      York corporation.


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2.9   "Compensation" shall mean, with respect to each Plan Year, the
      Participant's annual base salary, cash bonus, any bonus in lieu of which
      an "Equity Bonus" has been granted pursuant to the Company's 1993 Equity
      Participation Plan or any successor plan and any amount deferred pursuant
      to the Company's Deferred Compensation Plan (other than deferrals related
      to "Performance Share" awards); provided, however, that in no case shall
      such Compensation exceed $1 million in any Plan Year.

2.10  "Disability" shall mean the Participant's eligibility for disability
      benefits under his or her Participating Company's long term disability
      plan.

2.11  "Discharge for Cause" shall mean an Employee's termination of employment
      by a Participating Company due to such Employee's willful misconduct or
      gross negligence in respect of his or her duties of employment with the
      Participating Company including, but not limited, to conviction for a
      felony or perpetration of a common law fraud which has resulted in or is
      likely to result in material economic damage to a Participating Company.

2.12  "Employee" shall mean any individual employed by a Participating Company
      on or after January 1, 1989 to whom benefits are payable under the Basic
      Plan.

2.13  "Participant" shall mean an Employee who is a member of a select group of
      management or highly compensated employees and who has been designated by
      the Committee for participation in the Plan pursuant to Section 3.1.

2.14  "Participating Company" shall mean the Company or any subsidiary or
      affiliate of the Company employing a Participant.

2.15  "Plan" shall mean the Financial Security Assurance Holdings Ltd.
      Supplemental Executive Retirement Plan as set forth herein, previously
      known as, and unless specifically provided to the contrary shall include,
      the Financial Security Assurance Inc. Supplemental Executive Retirement
      Plan.

2.16  "Plan Year" shall mean each calendar year beginning after December 31,
      1988.

2.17  "Years of Service" shall mean "Years of Service for Vesting" as defined
      under the Basic Plan.

      Where used herein, the masculine gender shall be deemed, where applicable,
      to include the feminine gender, and references to the singular shall be
      deemed, where applicable, to include the plural.

ARTICLE 3. Participation.

3.1   At any time during the Plan Year, the Chief Executive Officer may
      recommend an Employee to the Committee for participation in the Plan. Upon
      receiving such recommendation, the Committee shall timely act upon it and
      shall notify the Employee in the event he or she is designated a
      Participant and the date as of which such participation 


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      commences. Unless otherwise determined by the Committee, once an Employee
      has been approved by the Committee as a Participant in the Plan, such
      Employee shall remain a Participant until all of his or her benefits with
      respect to the Plan have been paid or forfeited.

ARTICLE 4. Restoration of Benefits.

4.1   Amount of Restoration of Benefits. Subject to Sections 4.3(b), 4.5 and 5.2
      of the Plan, the Account of a Participant who is in service with a
      Participating Company on the last day of the Plan Year, and whose pension
      benefits under the Basic Plan for such Plan Year are limited by the
      application of Section 401(a)(17) of the Code, Section 415 of the Code and
      other limits under the Code on the inclusion of deferred amounts for
      contribution purposes, shall be credited with an amount equal to the
      difference between:

      (a)   the amount of contribution related to Compensation which would have
            been payable to or in respect of the Participant under the Basic
            Plan without regard to the maximum annual pension limitation in
            Section 415 of the Code or the pensionable compensation limitation
            in Section 401(a)(17) of the Code or the exclusion of certain
            deferred amounts, and

      (b)   the amount of contribution related to Compensation actually payable
            to or in respect of the Participant under the Basic Plan.

4.2   Vesting. A Participant shall be 100% vested in his or her Account upon
      attaining age 55, upon his or her death or Disability while in the employ
      of a Participating Company or upon the termination of the Plan pursuant to
      Section 5.2. Except as provided in Section 5.4, if a Participant
      terminates employment prior to an event specified in the preceding
      sentence, such Participant shall be vested in his or her Account in
      accordance with the following schedule:

                      Completed Years of Service          Percentage
                      --------------------------          ----------

                              Less than  2                    0
                                         2                   20
                                         3                   40
                                         4                   60
                                         5                   80
                                     6 or more              100

4.3   Crediting of Investment Gain/Loss. As of the last day of each Plan Year,
      the Participant's Account shall be credited with an amount determined
      pursuant to Section 4.1.

      (a)   Such Account will be credited with earnings and investment gains and
            losses determined by assuming that the Account was invested in such
            investments and in such percentages specified by the Participant
            based upon such investment vehicles, and in accordance with such
            procedures, as specified by the Committee or as delegated by the
            Committee for determination.


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      (b)   Notwithstanding paragraph (a) above, if the COLI on a Participant's
            life remains in effect (applicable to certain Participants in the
            Plan prior to December 31, 1994), the amount credited to the
            Participant's Account pursuant to Section 4.1 shall first be used to
            pay the premiums on the COLI. Any amount credited pursuant to
            Section 4.1 in excess of the amount needed to pay the premiums on
            the COLI shall be credited with earnings and investment gains and
            losses in the manner provided in paragraph (a) above.

      (c)   A Participant may request a change in his or her Account's imputed
            investments as of the first day of any month by notifying the
            Committee, in writing, of such request by the tenth day of the
            preceding month. Notwithstanding the above, the Committee has the
            discretion to reject a Participant's request of a particular
            investment and to credit a rate of return of an investment of its
            choosing.

4.4   Form and Timing of Election. Except as otherwise provided herein, payment
      of the Participant's vested Account Balance shall be made as soon as
      administratively practicable following the Participant's death, Disability
      or other termination of employment (a "Distribution Event"). The
      Participant may elect (a "Payment Election") that his or her vested
      Account Balance be distributed following the Distribution Event in a lump
      sum or in installments payable over a specified number of years, not
      longer than 15 years; provided, however, that in no event may installment
      payments be elected over a number of years that is more than the
      Participant's life expectancy or the life expectancy of the designated
      primary Beneficiary, whichever is greater, at the time of the Payment
      Election. If a Participant elects the installment option, the Participant
      must also elect whether installments should be made annually, quarterly or
      monthly. A Payment Election may specify different payment options (i) for
      different percentages or dollar amounts of a Participant's vested Account
      Balance or (ii) in the event of the death or Disability of the
      Participant. Distribution will be in the form of a lump sum as soon as
      administratively practicable following the Distribution Event, (i) if a
      timely Payment Election was not made or (ii) in the event of death or
      Disability, if a timely Payment Election to the contrary expressly
      applicable in the event of the death or Disability of the Participant was
      not made. Payment Elections shall be made on or prior to the date three
      months after an Employee becomes a Participant; provided, however, that a
      Participant shall be entitled to change his or her Payment Election in
      respect of any amounts thereafter contributed or earned on his or her
      Account Balance by making a new Payment Election applicable to such future
      balances. A Payment Election shall be effective upon submission to the
      Committee or its designee, provided that the Committee retains the right,
      at its election, to make payments in a lump sum if it elects, in its sole
      discretion, to do so notwithstanding any Payment Election requesting an
      installment option. Notwithstanding anything to the contrary provided
      herein, any distribution to a Participant otherwise payable hereunder
      shall be deferred until no later than January 2 in the year following
      termination of the Participant's employment with the Company (and its
      subsidiaries) to the extent that such distribution, if not so deferred,
      would be disallowed as a tax deduction by the Company pursuant to Section
      162(m) of the Code (or any successor provision).


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4.5   Benefit Restoration With Respect to Certain Bonus Payments. In the event
      that a Participating Company accelerates the payment of bonuses for any
      Plan Year by paying bonuses which would otherwise be payable in the
      following Plan Year, and such payment causes a Participant to be credited
      with a lower total contribution under the Basic Plan and the Plan by
      virtue of the limitations provided in the Basic Plan and the limitations
      on the amount of Compensation provided in Section 2.9 of the Plan, then,
      notwithstanding any such limitations, the Committee may, in its
      discretion, credit an additional supplemental pension contribution under
      the Plan for the Plan Year in which the bonuses were paid on an
      accelerated basis up to the amount which would otherwise be lost to the
      Participant by virtue of the application of the limitations in the Basic
      Plan and in the Plan. The aggregate amounts credited under the Plan, and
      the contributions actually payable to or in respect of the Participant
      under the Basic Plan, over a two Plan Year period consisting of the Plan
      Year into which the bonus was accelerated and the following Plan Year,
      shall not be increased by virtue of the application of this Section 4.5.

ARTICLE 5. Administration and General Provisions.

5.1   Administration.

      (a)   The Plan shall be administered by the Committee in accordance with
            the administrative provisions of the Basic Plan. The Committee shall
            have full power and authority to interpret, construe and administer
            the Plan, and review claims for benefits under the Plan, and the
            Committee's interpretations and constructions of the Plan and
            actions thereunder shall be binding and conclusive on all persons
            and for all purposes.

      (b)   The Committee shall establish and maintain Plan records and may
            arrange for the engagement of such certified public accountants,
            actuarial consultants or legal counsel, and make use of such agents
            and clerical or other personnel, as they shall require or may deem
            advisable for purposes of the Plan. The Committee may rely upon the
            written opinion of such counsel and the consultants or accountants
            engaged by the Committee and may delegate to any agent or to any
            sub-committee or member of the Committee its authority to perform
            any act hereunder, including, without limitation, those matters
            involving the exercise of discretion, provided that such delegation
            shall be subject to revocation at any time by the Committee.

      (c)   To the maximum extent permitted by applicable law, no member of the
            Committee shall be personally liable by reason of any contract or
            other instrument executed by him or her in his or her capacity as a
            member of the Committee, nor for any mistakes of judgment made in
            good faith, and the Company shall indemnify and hold harmless,
            directly from its own assets (including the proceeds of any
            insurance policy the premiums of which are paid from the Company's
            own assets), each member of the Committee and each officer,
            employee, or director of the Company to whom any duty or power
            relating to the administration or interpretation of the Plan or to
            the engagement or control of the assets of the Plan may be delegated
            or allocated, against any cost or expense (including counsel fees)
            or liability including any sum paid in settlement of a claim with
            the approval of the 


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            Company arising out of any act or omission to act in connection with
            the Plan.

5.2   Amendment and Termination. The Plan may be amended, suspended or
      terminated, in whole or in part, by the Board, but no such action shall
      retroactively impair or otherwise adversely affect the rights of any
      person to receive benefits under the Plan which have accrued prior to the
      date of such action, as determined by the Committee; provided, however,
      that the amount of any future contribution payable to or in respect of a
      Participant may be reduced by the amount of any increase in the amount of
      pension actually payable to the Participant or Beneficiary under the Basic
      Plan due to any increases in benefits payable under the Basic Plan
      (whether due to changes in Code Sections 401(a)(17) and 415 limitations or
      otherwise) subsequent to the Participant's retirement. Anything in Section
      4.4 to the contrary notwithstanding, in the event of the termination of
      the Plan, the Committee may direct that all Account balances be
      distributed in the form of a lump sum distribution.

5.3   Company's Right to Discharge Employees. Nothing contained herein will
      confer upon any Participant or other employee the right to be retained in
      the employ of any Participating Company, nor will it interfere with the
      right of any Participating Company to discharge or otherwise administer
      the employment and termination of Participants and other employees without
      regard to the existence of the Plan.

5.4   Discharge for Cause. Notwithstanding any other provisions contained in the
      Plan, in the event of a Participant's Discharge for Cause, such
      Participant and his or her Beneficiary shall forfeit all rights to any
      payments under the Plan.

5.5   Sale of Company. Nothing in the Plan shall preclude the Company from
      consolidating with or merging into or with, or transferring all or
      substantially all its assets to, another corporation which assumes the
      Plan and all obligations of the Company hereunder. Under such a
      consolidation, merger, or transfer of assets and assumption, the term
      "Company" shall refer to such other corporation and the Plan shall
      continue in full force and effect.

5.6   Source of Payments. Participants have the status of general unsecured
      creditors of the Company and the Plan constitutes a mere promise by the
      Company to make benefit payments in the future from its general assets;
      provided, however, that such payments shall be reduced by the amount of
      any payments made to the Participant or his or her Beneficiary from any
      trust or special or separate fund established by the Company to assure
      such payments, and if the Company shall make any investments to aid it in
      meeting its obligations hereunder, the Participant and his or her
      Beneficiary shall have no right, title, or interest whatever in or to any
      such investments except as may otherwise be expressly provided in a
      separate written instrument relating to such investments. Nothing
      contained in the Plan, and no action taken pursuant to its provisions,
      shall create or be construed to create a trust of any kind between the
      Company and any Participant or Beneficiary. By action of its Board of
      Directors, any Participating Company may assume joint and several
      liability with the Company with respect to any obligations under the Plan
      for Participants employed by the Participating Company.

5.7   Withholding. The Company may withhold from any benefits payable under the
      Plan all Federal, state, city or other taxes as shall be required pursuant
      to any law or governmental regulation or ruling.


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5.8   Expenses. All expenses incurred in administering the Plan will be paid by
      the Company and none will be paid by the Participant.

5.9   Assignment. No interest of any Participant or Beneficiary hereunder shall
      be subject in any manner to anticipation, alienation, sale, transfer,
      assignment, pledge, encumbrance, attachment, or garnishment by creditors
      of the Participant or the Participant's Beneficiary. The Plan shall be
      binding upon and inure to the benefit of the Company and its successors
      and assigns and the Participant, his or her Beneficiary and estate.

5.10  ERISA Status of Plan. The Plan is intended to constitute an "unfunded plan
      for management or other highly compensated individuals" as defined in the
      Employee Retirement Income Security Act of 1974, as amended from time to
      time ("ERISA"), and is subject to certain provisions of ERISA, including
      certain requirements relating to reporting, disclosure, enforcement and
      claims.

5.11  Applicable Law. The Plan shall be construed, regulated and administered
      according to ERISA (to the extent applicable), the Code and the laws of
      the State of New York.


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