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                                                                  EXHIBIT 10.2.2


                               OPTION GRANT CERTIFICATE


     ENHANCE FINANCIAL SERVICES GROUP INC., a New York corporation (the
"Company"), hereby grants to _______________ (the "Executive") an Incentive
Stock Option (the "Option") to purchase ______ shares (the "Option Shares") of
common stock, par value $.10 per share ("Common Stock"), pursuant to the
Company's 1987 Long-Term Incentive Plan for Key Employees (as such may be
amended from time to time, the "Plan").


1.  Basic Terms of Option.

(a)  Term of Option.  The option shall expire December 31, 2007.

(b)  Exercise Price.  The exercise price shall be $57.63 per Option Share (the
     "Purchase Price").

(c)  Vesting.  The Option shall become exercisable in equal installments in
     accordance with Article 3.

(d)  Method of Exercise.  The Option may be exercised by the Executive in
     accordance with the terms hereof and of the Plan for any and all Option
     Shares by written notice (the "Exercise Notice") from the Executive to the
     Company substantially in the form of Annex A hereto.  Payment of the
     Purchase Price may be made in the form of cash or shares of Common Stock,
     as permitted by the Plan, and shall accompany the Exercise Notice to the
     Company; provided that, if such Exercise Notice indicates that the
     Executive is simultaneously using the stock option exercise program of
     Merrill Lynch Pierce Fenner & Smith Incorporated or other brokerage concern
     approved by the Company, the Purchase Price shall be payable on the fifth
     business day following the date of delivery of the Exercise Notice.


2.  Option Shares.

(a)  Status of Option Shares.  Effective upon the exercise of the Option in
     whole or in part and the receipt by the Company of the Purchase Price for
     the Option Shares being purchased, the Executive shall be the holder of
     record of such shares and shall have all of the rights of a shareholder
     with respect thereto (including the right to vote such shares at any
     meeting at which the holders of the Common Stock may vote, the right to
     receive all dividends declared and paid upon such shares and the right to
     exercise any rights or warrants issued in respect of any such shares).  The
     Company shall, upon receipt of the Purchase Price, issue in the name of the
     Executive a certificate representing the Option Shares purchased from time
     to time.

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(b)  Option Shares Unregistered.  As of the date of grant of the Option, the
     Option Shares have not been registered under the Securities Act of 1933, as
     amended (the "Act"), and the Company has no obligation to effect or
     maintain the effectiveness of the registration of the Option Shares under
     the Act.  Unless the Option Shares issuable upon a given exercise are then
     subject to an effective registration statement under the Act, the
     certificate representing such shares shall bear the following legend or
     such other legend as the Company's counsel may deem appropriate:

              "The shares represented by this certificate have not been
          registered under the Securities Act of 1933, as amended, and may in no
          event be offered, sold, transferred or assigned unless and until the
          shares have been so registered or, in the opinion of counsel to
          Enhance Financial Services Group Inc., an exemption from such
          registration is available."

(c)  Investment Intent.  If the certificate representing the Option Shares
     issuable upon a given exercise is required to bear the legend set forth
     above (or a legend to like effect), the Executive shall, by such exercise
     of the Option, be deemed conclusively to represent and to agree with the
     Company that he or she is acquiring the Option Shares then being purchased
     for his or her own account and not for the account of others, for
     investment only and not with a view to public sale or distribution.

(d)  Restriction Relating to Certain Mergers.  In the event of a merger or
     consolidation of the Company with a third party which is proposed to be
     accounted for as a pooling of interests, the Executive shall, if so
     requested by the Company and notwithstanding any other provision of this
     Certificate, agree not to sell, assign, or gift or in any other way reduce
     his or her risk relative to the Option Shares and all other shares of
     Common Stock owned by the Executive for such period after the consummation
     of such merger or consolidation as the Company shall, upon the advice of
     its outside accountants, conclusively determine as necessary to ensure that
     such merger or consolidation may be validly accounted for as a pooling of
     interests.

(e)  Prior Conditions.  The Company shall not be required to issue or deliver
     any certificate representing Option Shares prior to (i) the admission of
     such shares to listing on any stock exchange on which the Common Stock may
     then be listed, (ii) the completion of any registration or any other
     qualification of such shares under any federal or state law or any rulings
     or regulations of any governmental regulatory body, (iii) the obtaining of
     any consent or approval or other clearance from any governmental agency
     which the Company shall, in its sole discretion, determine to be necessary
     or advisable, and (iv) the payment to the Company, upon its request, of any
     amount requested by the Company for the purposes of satisfying its
     liability, if any, to withhold taxes of any kind or any other applicable
     assessment (plus interest or penalties thereon, if any, caused by a delay
     in making such payment) incurred by reason of the exercise of the Option.


3.  Vesting of Option.

(a)  Vesting Conditions.  If the Executive remains in the continuous employ of
     the Company or a Subsidiary through the close of business on each date
     indicated in Column I below, the Option shall thereupon vest (on a
     cumulative basis) as to the portion of the Option Shares indicated opposite
     such date in Column II below:

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                 (I)                              (II)
                                                  the %
                                             (or additional %)
            If employment                     of the Option
          continuous through      then       which vests is
          ------------------                 ----------------

          December 31, 1998                       25%
          December 31, 1999                       25%
          December 31, 2000                       25%
          December 31, 2001                       25%


(b)  Effect of Termination of Employment.  If the Executive's employment with
     the Company and its Subsidiaries is terminated for any reason whatsoever
     before all installments of the Option shall have vested pursuant to
     Paragraph 3(a), then any portion of the Option which is not vested at the
     time of such termination shall automatically terminate on the date of the
     termination of employment, and all rights and interests of the Executive in
     and to such unvested portion of the Option shall thereupon terminate.
     Should the Executive's employment be terminated before any given date set
     forth in Paragraph 3(a) upon his or her death, Disability or Retirement,
     then the installments of the Option which are vested at the time of such
     termination shall remain exercisable in accordance with the terms hereof as
     if such termination of employment shall not have occurred.  Should the
     Executive's employment be terminated by the Company or a Subisidiary before
     any given date set forth in Paragraph 3(a) other than for Cause, the vested
     portion of the Option not subsequently exercised on or before the 90th day
     after such termination shall thereupon automatically terminate.  Should the
     Executive's employment be terminated before any given date set forth in
     Paragraph 3(a) under any other circumstances, the vested portion of the
     Option shall thereupon automatically terminate.

(c)  Effect of Leave of Absence.  A leave of absence from the Company or any
     Subsidiary which is approved by the President shall not be considered a
     termination of the Executive's employment with the Company for purposes of
     this Article 3 or any other provision of this Certificate, provided that
     each date set forth in the table in Paragraph 3(a) which shall follow the
     commencement of the leave of absence shall be automatically deferred for a
     period equal to the period of the leave of absence.

(d)  Board's Right to Waiver or Acceleration.  Any provision of this Article 3
     to the contrary notwithstanding, the Board reserves the right, in its sole
     discretion, to waive any condition to the vesting of the Option and
     accelerate the date on which any installment of the Option shall vest in
     the event of a change in control of the Company or a public offering of
     shares of Common Stock or otherwise.


4.  Definitions.

     Unless defined below or elsewhere in this Certificate, the capitalized
terms used in this Certificate shall have the meanings ascribed thereto in the
Plan.

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(a)  "Cause" shall consist of, the failure of the Executive to perform or
     observe the provisions of any employment agreement with the Company or a
     Subsidiary, dishonesty or insubordination in the performance of his or her
     duties, misappropriation of funds, material and willful misconduct,
     habitual insobriety or conviction of a crime involving moral turpitude.

(b)  "Disability" means a disability which entitles the Executive to benefits
     under the long-term disability insurance program of the Company or a
     Subsidiary applicable to the Executive, or which would entitle the
     Executive to such benefits after any applicable waiting period.

(c)  "Retirement" means termination of the Executive's employment with the
     Company and its Subsidiaries (other than for Cause or upon death or
     Disability) on or after the later to occur of (i) the conclusion of ten
     continuous years of employment by the Company or any Subsidiary or (ii) the
     date on which the Executive attains age 55.


5.  General Provisions.

(a)  Administration and Construction.  The provisions hereof shall be
     administered and construed by the Board (or any authorized committee
     thereof), whose decisions shall be conclusive and binding on the Company,
     the Executive and anyone claiming under or through either of them.  Without
     limiting the generality of the foregoing, any determination as to whether
     or not an event has occurred or failed to occur which causes any unvested
     portion of the Option to be forfeited or become vested pursuant hereto,
     shall be made in the good faith but otherwise absolute discretion of the
     Board.  By the Executive's acceptance of this Certificate, the Executive
     and each person claiming under or through the Executive irrevocably
     consents and agrees to all actions, decisions and determinations to be
     taken or made by the Board in good faith pursuant to this Certificate and
     the Plan.

(b)  Option Not Assignable or Transferable.  The Option is not assignable or
     transferable other than by will or the laws of descent and distribution,
     either voluntarily, or, to the full extent permitted by law, involuntarily,
     by way of encumbrance, pledge, attachment, levy or charge of any nature.
     Any rights of the Executive hereunder shall be exercisable during the
     Executive's lifetime only by him or her or by his or her guardian or legal
     representative.

(c)  No Employment Rights.  No provision of this Certificate or of the Plan
     shall confer upon the Executive any right to continue in the employ of the
     Company or a Subsidiary or shall in any way affect the right of the Company
     or a Subsidiary to dismiss, or otherwise terminate the employment of, the
     Executive at any time for any reason or no reason, or shall impose upon the
     Company or any Subsidiary any liability for any forfeiture of any unvested
     portion of the Option which may result under this Certificate if the
     Executive's employment is so terminated.

(d)  Recapitalization.  If the Executive receives, with respect to the Option,
     any other option or warrant to purchase securities of the Company, of a
     Subsidiary or of any other entity as a result of any recapitalization,
     merger, consolidation, combination, or exchange of shares or a similar
     corporate change, any such other option or warrant received by the
     Executive shall likewise be subject to the terms and conditions of this
     Certificate and shall be included in the term "Option."  Similarly, any
     securities or other property as to which such other option or warrant is
     exercisable shall be included in the term "Option Shares."  In the event of
     any such corporate change, the Purchase Price set forth

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     in Paragraph 1(b) shall be appropriately adjusted by the Board such that
     the aggregate price for all such Option Shares is not changed.

(e)  Legal Representative.  In the event of the Executive's death or a judicial
     determination of his or her incompetence, reference in this Certificate to
     the Executive shall be deemed to refer to his or her legal representative
     or, where appropriate, to the Beneficiary.

(f)  Holidays.  If any event provided for in this Certificate is scheduled to
     take place on a legal holiday, such event shall take place on the next
     succeeding day that is not a legal holiday.

(g)  Notices to the Company.  Any notice or other communication to the Company
     pursuant to any provision of this Certificate shall be deemed to have been
     delivered when delivered in person to the Corporate Secretary of the
     Company or when deposited in the United States mail, first class postage
     prepaid, addressed to the Corporate Secretary of the Company at 335 Madison
     Avenue, New York, New York 10017 or at such other address of which the
     Company may from time to time give the Executive written notice in
     accordance with Paragraph 5(h).

(h)  Notices to the Executive.  Any notice or other communication to the
     Executive pursuant to any provision of this Certificate shall be deemed to
     have been delivered when delivered to the Executive in person or when
     deposited in the United States mail, first class postage prepaid, addressed
     to the Executive at his or her address on the security holder records of
     the Company or at such other address of which the Executive may from time
     to time give the Company written notice in accordance with Paragraph 5(g).

(i)  Agreement Subject to Plan.  This Option Grant Certificate is being executed
     and delivered pursuant to and is subject in all events to the Plan, a copy
     of which, if not previously delivered to the Executive in connection with a
     prior grant thereunder, is being delivered to the Executive concurrently
     with this Certificate and which is incorporated in this Certificate by
     reference.  Each provision of this Certificate shall be administered and
     construed in accordance with the Plan, and any provision that cannot be so
     administered or construed shall to that extent be disregarded.


                                   ENHANCE FINANCIAL SERVICES
                                        GROUP INC.



Date: As of December 31, 1997           By:__________________________
                                             Daniel Gross
                                             President

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                                       Annex A






Enhance Financial Services Group Inc.
335 Madison Avenue
New York, New York 10017

Ladies and Gentlemen:

     I am an optionee under the Enhance Financial Services Group Inc.
Long-Term Incentive Plan for Key Employees (the "Plan"), having been granted
on December 31, 1997 an option for ________ shares at an exercise price of
$57.63 per share.

     Of such grant, options for _________ shares remain unexercised and
unexpired.  Of such number of unexercised and unexpired options, options for
________ shares are vested as of this date.

SELECT, BY INDICATING WITH AN "X", ONE EXERCISE METHOD:

     ___  I hereby exercise the aforesaid option for _______ shares using the
Merrill Lynch "Corporate Stock Option Exercise Program."  Accordingly, payment
will be remitted to the company on my behalf by Merrill Lynch.

     ___  I hereby exercise the aforesaid option for _______ shares not using
the Merrill Lynch "Corporate Stock Option Exercise Program" and enclose my
check, payable to the order of Enhance Financial Services Group Inc., for
$________ in payment of the purchase price and applicable withholding taxes for
such shares.  I ask that the certificate for the option shares be delivered to
me.

                              Very truly yours,




Date:                         _____________________
                              Name: