EXHIBIT 10.6F

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



To:
[                                    ]"Employee"

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.

As
described herein, your shares of Dexia Restricted Stock will be allocated (i) 33-1/3% to the three-year Restricted Period scheduled to end
December 31, 2010 and (ii) 66-2/3% to the four-year Restricted Period scheduled to end December 31, 2011. Pursuant to the terms of the Plan and this
Agreement, the restrictions on vested Dexia Restricted Stock allocated to each Restricted Period will lapse at the end of such Restricted Period and unrestricted shares of 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 securities account maintained by a custodian designated by the Company,
subject to the provisions of this Agreement and the Plan.

1.    Purpose
of Award.

The
purpose of the Plan pursuant to which your shares of Dexia Restricted Stock have been awarded is to enable the Company to retain and attract executives and employees who will
contribute to the Company's success by their ability, ingenuity and industry, and to enable such executives and employees to participate in the long-term growth of the Company and Dexia by
obtaining a proprietary interest in the Company or Dexia and/or the cash equivalent thereof.

2.    Acceptance
of the Dexia Restricted Stock Award Agreement.

Your
execution of this Dexia Restricted Stock award agreement (this "Agreement") will indicate your acceptance of, and your agreement to be bound by, the
terms set forth in this Agreement and in the Plan.

3.    Vesting
Period.

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

Vesting Date

% of Dexia Restricted Stock Award VestingJune 30, 2010

33-1/3
%June 30, 2011

66-2/3
%


The
period from the date of grant of your shares of Dexia Restricted Stock to the date such shares are scheduled to become vested is referred to as the "Normal Vesting
Period."

In
the event of termination of your employment for any reason during the Normal Vesting Period, (i) you shall forfeit all your shares of Dexia Restricted Stock that have not
become vested prior to your date of termination, except as specified below in this Section 3, and (ii) any shares of vested Dexia Restricted Stock held by you (including shares that
become vested as specified below in this Section 3) will be distributed in the form of shares of unrestricted Dexia Stock at the conclusion of the applicable Restricted Period, subject to your
right to sell such shares to the Company as described in Section 6. The period from the date of award of your Dexia Restricted Stock to the actual date of vesting (taking

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into
account the earlier vesting as a result of the events described below in this Section 3) is referred to as the "Forfeiture Period."



4.    Restricted
Period.

From
the date of award of your Dexia Restricted Stock until 6 months following the expiration 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 Dexia Restricted Stock awarded
hereunder except by will or the laws of descent and distribution; provided that the Restricted Period for any shares of Dexia Restricted Stock that are automatically sold to the Company or to Dexia to
satisfy withholding tax requirements in accordance with Section 8 below shall expire at the expiration of the applicable Forfeiture Period. The Restricted Periods set forth below shall apply to
your shares of Dexia Restricted Stock that vest at the conclusion of the Normal Vesting Period:

Vesting Date

Restricted Period Ended

% of Dexia Restricted Stock Award Becoming UnrestrictedJune 30, 2010

December 31, 2010

33-1/3
%June 30, 2011

December 31, 2011

66-2/3
%


5.    Dividends
and Voting Rights.

Other
than the restrictions on transfer during the Restricted Period, the risk of forfeiture during the Normal Vesting Period and any other terms and conditions of your award set forth
herein and in the Plan, you shall have all of the rights of a holder of Dexia Stock in respect of your shares of Dexia Restricted Stock, including the right to vote the shares and the right to receive
any cash dividends; provided that any stock dividends paid, or proceeds of stock splits, shall remain Dexia Restricted Stock subject to the same custody arrangement, vesting provisions and Restricted
Period applicable to the Dexia Restricted Stock in respect of which such stock dividend was paid or stock split was made. Cash dividends received with respect to your Dexia Restricted Stock shall be
converted into U. S. dollars at the then applicable exchange rates and paid to you promptly following receipt by the custodian of such

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dividends
but, in any event, not later than 2 1/2 months following the year in which such cash dividends are received by the custodian.

6.    Election
to Sell Stock.

Prior
to the date on which the Restricted Period shall be completed with respect to vested shares of Dexia Restricted Stock awarded to you hereunder, you shall be given an opportunity to
elect to sell to the Company all or a portion of such shares, if any, that you would be entitled to receive following completion of such Restricted Period. Such election shall be made in writing and
shall 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 by
you, the Committee may, in its sole and absolute discretion, on behalf of the Company, refuse to purchase shares of unrestricted Dexia Stock from you. If you fail to make a timely election with
respect to any vested shares of Dexia Restricted Stock prior to completion of the Restricted Period, the Committee, in its sole discretion, may nonetheless purchase shares of Dexia Stock that you
offer for sale to the Company. Any Dexia Stock purchased by the Company pursuant to this Section 6 shall be purchased at the Fair Market Value of Dexia Stock as of the last day of the
Restricted Period (or if such day is not a trading day 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 York for such date (or, if such rate is no longer published, such other rate as the Committee shall approve).

7.    Distributions
and Payments on Completion of Restricted Period.

In
furtherance of an election made under Section 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 shares of Dexia Restricted Stock allocated to a particular Restricted Period covered by this award shall be made to you within ten (10) days after the completion of such Restricted
Period.

8.    Tax
Withholding.

In
accordance with Section 11(d) of the Plan, you shall automatically sell to the Company a number of whole and/or fractional shares of Dexia Stock that would otherwise be
distributed to you upon expiration of the Forfeiture Period in order to satisfy the minimum withholding requirement for all applicable Federal, state and local income, excise and employment taxes;
provided that you may elect to satisfy any such withholding requirement by the delivery of cash. Such election must be made in writing and delivered to the Company's Chief Financial Officer or General
Counsel or such other officer as the Committee shall from time to time designate no later than thirty (30) days prior to the date of any such withholding requirement. Any shares of Dexia Stock
sold to the Company pursuant to this Section 8 shall be valued at their Fair Market Value on the date of the applicable withholding requirement (or if such day is not a trading day 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 York for such date (or, if such rate
is no longer published, such other rate as the Committee shall approve).

9.    Dexia
Stock Ceases to be Outstanding.

If,
as a result of any merger, reorganization or other business combination 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 Stock awarded hereunder outstanding
immediately prior to such Realization Event shall be converted into the Realization Consideration at the same time and on the same terms as applicable to Dexia Stock in general and shall be subject to
the terms and conditions of Section 6(c) of the Plan applicable to the Dexia Restricted Stock for which the Realization Consideration was paid, including the timing of payment, transfer and
forfeiture provisions applicable with respect to the remaining term of the applicable Restricted Period and the Forfeiture Period, unless, in any such case, waived by the

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Committee
in its sole discretion; provided that (i) to the extent that the Realization Consideration consists of shares, the provisions hereof applicable to Dexia Restricted Stock shall apply
to such shares as if such shares were Dexia Restricted Stock; and (ii) to the extent that the Realization Consideration consists of cash (the "Restricted Cash
Amount"), the Restricted Cash Amount shall be paid to you on the first regular payroll payment date that is at least six months after the end of the Normal Vesting Period applicable to
the Dexia Restricted Stock for which the Restricted Cash Amount was substituted. Such Restricted Cash Amount shall be converted into U.S. dollars using the noon buying rate published by the Federal
Reserve Bank of New York for the date of receipt of such cash (or if such rate is no longer published, such other rate as the Committee shall approve) and credited with a rate of return equal to the
Company's ROE from the date of conversion into cash until the date of payment. The Company's obligation to pay the Restricted Cash Amount, along with any deemed earnings or losses thereon, shall be an
unfunded contractual obligation that will be satisfied out of the Company's general assets. Participants shall have only the rights of a general unsecured creditor of the Company with respect to such
amounts.

For
purpose of the foregoing:



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10.    Subject
to Terms of the Plan.

This
Agreement shall be subject in all respects to the terms and conditions of the Plan and in the event of any question or controversy relating to the terms of the Plan, or any
ambiguity in interpreting the provisions thereof, the decision of the Committee shall be conclusive.

11.    Miscellaneous.



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| |  | Sincerely yours,                          
| |  | ------------------------------------------
| |  | FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
| |  | By:                                       

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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