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                                                                 EXHIBIT 10.3.3.

_______________________________________________________________________________




                        ENHANCE FINANCIAL SERVICES GROUP INC.

                            DIRECTOR STOCK OWNERSHIP PLAN

                           Effective as of March 13, 1998



_______________________________________________________________________________



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                                  Table of Contents

                                                                         Page

1.   PURPOSE OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2.   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3.   EFFECTIVE DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

4.   ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     (a)  DUTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     (b)  ADVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     (c)  INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . 3
     (d)  MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     (e)  DETERMINATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 3

5.   COMMON STOCK; ADJUSTMENT UPON CERTAIN EVENTS. . . . . . . . . . . . . 3
     (a)  COMMON STOCK TO BE DELIVERED; FRACTIONAL SHARES. . . . . . . . . 3
     (b)  ADJUSTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     (c)  CAPITAL STRUCTURE. . . . . . . . . . . . . . . . . . . . . . . . 4

6.   AWARDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     (a)  COMMON STOCK ELECTION. . . . . . . . . . . . . . . . . . . . . . 4
     (b)  FORM OF ELECTION . . . . . . . . . . . . . . . . . . . . . . . . 4
     (c)  ISSUE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     (d)  COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . 5

7.   NON-TRANSFERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . 5

8.   TERMINATION, AMENDMENT AND MODIFICATION . . . . . . . . . . . . . . . 5

9.   GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 5
     (a)  REPRESENTATIONS AND ADDITIONAL LEGENDS . . . . . . . . . . . . . 5
     (b)  RIGHT TO TERMINATE DIRECTORSHIP. . . . . . . . . . . . . . . . . 6
     (c)  TRUSTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     (d)  SEVERABILITY OF PROVISIONS . . . . . . . . . . . . . . . . . . . 6
     (e)  HEADINGS AND CAPTIONS. . . . . . . . . . . . . . . . . . . . . . 6
     (f)  COSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
     (g)  CONTROLLING LAW. . . . . . . . . . . . . . . . . . . . . . . . . 6

10.  LISTING OF COMMON STOCK AND RELATED MATTERS . . . . . . . . . . . . . 6

11.  WITHHOLDING TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . 6

<PAGE>

                        ENHANCE FINANCIAL SERVICES GROUP INC.

                            DIRECTOR STOCK OWNERSHIP PLAN

                            Effective as of March 13, 1998

1.   Purpose of Plan.  The purpose of this Director Stock Ownership Plan, (this
"Plan") is to enhance the profitability and value of Enhance Financial Services
Group Inc. for the benefit of its shareholders by enabling the Company to offer
shares of Common Stock to Non-Employee Directors, in lieu of cash payment of
their Director Fees, thereby attracting, retaining and rewarding  Non-Employee
Directors, and strengthening the mutuality of interests between Non-Employee
Directors and the Company's shareholders.  Capitalized terms used herein shall
have the meanings ascribed to them in  Section 2 hereof.

2.   Definitions.  For purposes of this Plan, the following terms will have the
following meanings when used herein with initial capital letters:

          "Board" means the Board of Directors of the Company.

          "Code" means the Internal Revenue Code of 1986, as amended (or any
successor statute).

          "Committee" means a committee or subcommittee of the Board, appointed
from time to time by the Board, which committee or subcommittee shall be
intended to consist of two or more directors who are non-employee directors as
defined in Rule 16b-3.

          "Common Stock" means the common stock of the Company, par value $.10
per share.

          "Company" means Enhance Financial Services Group Inc., a New York
corporation, and any successor thereto.

          "Director Fees" means, for any calendar year, the sum of:  (i) any
retainer fees to which a Non-Employee Director is entitled for service on the
Board as a director and (ii) any other fees to which a Non-Employee Director is
entitled including, without limitation, fees for attending meetings of the Board
or any committee of the Board of which the Non-Employee Director is a member or
fees paid for services as chair of any committee of the Board.

          "Effective Date" has the meaning given to it in Section 3.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Fair Market Value" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, means the last sales price reported for the Common Stock on such
date: (i) as reported on the principal national securities exchange on which it
is then traded, (ii) if not traded on any such national securities exchange, as

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quoted on an automated quotation system sponsored by the National Association of
Securities Dealers, Inc., or (iii) if the Common Stock is not readily tradable
on a national securities exchange or any automated quotation system sponsored by
the National Association of Securities Dealers, Inc., the value determined in
good faith by the Board.

          "ISSUE DATE" has the meaning given to it in Section 6(c).

"Non-Employee Director" means a member of the Board who is not an employee of
the Company or of any Subsidiary.

          "PARTICIPANT" means a Non-Employee Director who has elected to receive
Common Stock under this Plan.

          "PLAN" has the meaning given to it in Section 1.

          "RULE 16b-3" means Rule 16b-3 under Section 16(b) of the Exchange Act
as then in effect or any successor provisions.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SUBSIDIARY" means a corporation or other form of business association
whose capital stock (or other ownership interests) having more than 50% of the
voting power is owned or controlled, directly or indirectly, by the Company.

3.   EFFECTIVE DATE.  This Plan shall become effective as of March 13, 1998 (the
"EFFECTIVE DATE").

4    ADMINISTRATION.

          (a)  Duties.  This Plan shall be administered by the Board.  If and to
the extent the Board so directs, this Plan shall be administered by the
Committee and all references to the Board in this Plan shall be deemed to refer
to the Committee.  The Board shall have full authority to interpret this Plan
and to decide any questions and settle all controversies and disputes that may
arise in connection with this Plan; to establish, amend and rescind rules for
carrying out this Plan; to administer this Plan, subject to its provisions; and
to make all other determinations and to take all such steps in connection with
this Plan and the Common Stock issued under this Plan as the Board, in its sole
discretion, deems necessary or desirable.  To the extent applicable, this Plan
is intended to comply with the applicable requirements of Rule 16b-3 and shall
be limited, construed and interpreted in a manner so as to comply therewith.  If
for any reason the appointed Committee does not meet the requirements of Rule
16b-3, such noncompliance with the requirements of Rule 16b-3 shall not affect
the validity of the interpretations or other actions of the Committee.  If and
to the extent that no Committee exists which has the authority to administer
this Plan, the functions of the Committee shall be exercised by the Board.


          (b)  Advisors.  The Board and the Committee may employ such legal
counsel, consultants and agents as it may deem desirable for the administration
of this Plan, and may rely

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upon any advice or opinion received from any such counsel or consultant and any
computation received from any such consultant or agent.  Expenses incurred by
the Board and the Committee in the engagement of such counsel, consultant or
agent shall be paid by the Company.

          (c)  Indemnification.  To the maximum extent permitted by applicable
law, no officer or former officer of the Company or member or former member of
the Board or the Committee shall be liable for any action or determination made
in good faith with respect to this Plan or any Common Stock issued under this
Plan.  To the maximum extent permitted by applicable law and the Certificate of
Incorporation and By-Laws of the Company and to the extent not covered by
insurance, each officer or former officer and member or former member of the
Board or the Committee shall be indemnified and held harmless by the Company
against any cost or expense (including reasonable fees of counsel reasonably
acceptable to the Company) or liability (including any sum paid in settlement of
a claim with the approval of the Company), and advanced amounts necessary to pay
the foregoing at the earliest time and to the fullest extent permitted, arising
out of any act or omission to act in connection with this Plan or any Common
Stock issued under this Plan, except to the extent arising out of such officer's
or former officer's, member's or former member's own fraud or bad faith.  Such
indemnification shall be in addition to any rights of indemnification the
officers, directors or members or former officers, directors or members may have
under applicable law or under the Certificate of Incorporation or By-Laws of the
Company.  Notwithstanding anything else herein, this indemnification will not
apply to the actions or determinations made by an individual with regard to
Common Stock issued to him or her under this Plan.

          (d)  Meetings. The Board or the Committee shall adopt such rules and
regulations as it shall deem appropriate concerning the holding of its meetings
and the transaction of its business. All determinations by the Board or the
Committee shall be made by the affirmative vote of a majority of its members.
Any such determination may be made at a meeting duly called and held at which a
majority of the members of the Board or the Committee, as applicable, are in
attendance in person or through telephonic communication.  Any determination set
forth in writing and signed by all the members of the Board or the Committee, as
applicable, shall be as fully effective as if it had been made by a majority
vote of the members at a meeting duly called and held.

          (e)  Determinations.  Each determination, interpretation or other
action made or taken pursuant to the provisions of this Plan by the Board or the
Committee shall be final, conclusive and binding for all purposes and upon all
persons, including, without limitation, the Participants, the Company,
directors, officers and other employees of the Company, and the respective
heirs, executors, administrators, personal representatives and other successors
in interest of each of the foregoing.

5    COMMON STOCK; ADJUSTMENT UPON CERTAIN EVENTS.

          (a)  Common Stock to be Delivered; Fractional Shares.  Shares of
Common Stock to be issued under this Plan shall be made available from issued
shares of Common Stock reacquired by the Company and held in treasury.  No
fractional shares of Common Stock will be issued.  The Company shall pay a
Participant cash in lieu of any fractional share of Common Stock to which such

                                          3
<PAGE>

Participant would otherwise be entitled, the amount of which shall be based on
the Fair Market Value of a share of Common Stock and determined in accordance
with SECTION 6(D).

          (b)  Adjustments.  The existence of this Plan and the Common Stock
issued hereunder shall not affect in any way the right or power of the Board or
the shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of bonds, debentures, preferred or prior preference stocks ahead of or affecting
Common Stock, the dissolution or liquidation of the Company or any sale or
transfer of all or part of its assets or business, or any other corporate act or
proceeding.

          (c)  Capital Structure.  In the event of (i) any change in the capital
structure or business of the Company by reason of any stock dividend or
extraordinary dividend, stock split or reverse stock split, recapitalization,
reorganization, merger, consolidation, or exchange of shares, reclassification
of its capital stock, any sale or transfer of all or part of the Company's
assets or business, or any similar change affecting the Company's capital
structure or business and (ii) the determination by the Board that adjustment is
appropriate under this Plan, then the aggregate number and kind of shares of
Common Stock which thereafter may be issued under this Plan shall be
appropriately adjusted consistent with such change in such manner as the Board
may deem equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, Participants under this Plan or as otherwise
necessary to reflect the change, and any such adjustment determined by the Board
in good faith shall be binding and conclusive on the Company and all
Participants and directors and their respective heirs, executors,
administrators, successors and assigns.

6    AWARDS.

          (a)  Common Stock Election.  Each Non-Employee Director may elect, as
provided in SECTION 6(B), to receive any of the following as payment for
Director Fees:  (i) shares of  Common Stock equal to 100% of the Director Fees
as described in SECTION 6(D), (ii) a cash payment equal to 100% of the Director
Fees, or (iii) a cash payment equal to 50% of the Director Fees and shares of
Common Stock equal to 50% of the Director Fees as described in SECTION 6(D).

          (b)  Form of Election.  Any election under SECTION 6(A) shall be made
in writing to the Board (on a form prescribed by the Board) on or prior to the
date of the last regularly scheduled meeting of the Board immediately preceding
the commencement of the calendar year during which the Director Fees will be
earned; provided, however, that with respect to the 1998 calendar year, any
election under SECTION 6(A) shall be made in writing to the Board on or prior to
the first regularly scheduled meeting of the Board occurring in the second
calendar quarter with respect to Director Fees earned in the 1998 calendar year
subsequent to March 31, 1998.  All Director Fees earned prior to March 31, 1998
will be payable in cash.  An election under this SECTION 6(B) is irrevocable
and, except with respect to the 1998 calendar year,  is valid only for the
calendar year commencing immediately following the date of the election.  If no
election is made or if a new election is not made with respect to any subsequent
calendar year, all Director Fees earned during such subsequent calendar year
will be paid in cash.  An individual who becomes a Non-Employee Director after
the date by which an election would otherwise be required to be made hereunder
with respect to a calendar year may not elect to receive shares of Common Stock
under this Plan for such

                                          4
<PAGE>

calendar year.  Elections made by Non-Employee Directors are not intended to
result in any tax-deferral of Director Fees.

          (c)  Issue Date.  Shares of Common Stock under this Plan will be
issued in accordance with each Non-Employee Director's annual election on or as
of the date (the "Issue Date") on which cash payment for the Director Fees
attributable to such shares would have otherwise been made by the Company.

          (d)  Common Stock.  On or as of each Issue Date, each Non-Employee
Director shall be issued the number of shares of Common Stock determined by
dividing:  (i) that portion of the Director Fees payable to him on such Issue
Date that the Non-Employee Director elected to receive in Common Stock, by (ii)
the Fair Market Value of the Common Stock on the Issue Date.

7    NON-TRANSFERABILITY.  No rights or interests of a Participant under this
Plan with respect to an election to receive Common Stock may be anticipated,
alienated, hypothecated, attached, sold, assigned, pledged, encumbered, charged
or otherwise transferred in any manner by a Participant otherwise than by will
or by the laws of descent and distribution prior to the date on which the shares
of Common Stock are issued, or, if later, the date on which any applicable
restriction thereon lapses.  Any attempt to anticipate, alienate, hypothecate,
attach, sell, assign, pledge, encumber, charge or otherwise transfer any such
rights or interests shall be void, and no such rights or interests shall in any
manner be used for the payment of, subject to, or otherwise encumbered by or
hypothecated for the debts, contracts, liabilities, engagements or torts of any
person who shall be entitled to such rights or interests, nor shall it be
subject to attachment or legal process for or against such person.

8    TERMINATION, AMENDMENT AND MODIFICATION.  This Plan shall continue in
effect without limit unless and until the Board otherwise determines.  The
termination of this Plan shall not terminate any outstanding election that by
its terms continues beyond such termination date.  The Board at any time or from
time to time may amend this Plan in any manner it deems appropriate.
Notwithstanding the foregoing, solely to the extent required by law, the Board
may not effect any amendment that would require the approval of the shareholders
of the Company under applicable law or under any regulation of a principal
national securities exchange or automated quotation system sponsored by the
National Association of Securities Dealers, Inc. on which the Common Stock is
traded unless such approval is obtained.  Except as otherwise required by law,
no termination, amendment or modification of this Plan may, without the consent
of the Participant, alter or impair the rights and obligations arising under any
then outstanding election.

9    GENERAL PROVISIONS.

          (a)  Representations and Additional Legends. The Board or the
Committee may require each person receiving shares of Common Stock under this
Plan to represent to and agree with the Company in writing that the Participant
is acquiring the shares for investment and without a view to distribution
thereof.  In addition to any legend required by this Plan, the certificates for
such shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.  All certificates for shares of Common
Stock delivered under this Plan shall be subject to such stock transfer orders
and other restrictions as the Board or Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, any

                                          5
<PAGE>

stock exchange upon which the Common Stock is then listed or any national
securities association system upon whose system the Common Stock is then quoted,
any applicable Federal or state securities law, and any applicable corporate
law, and the Board or Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

          (b)  Right to Terminate Directorship.  This Plan shall not impose any
obligations on the Company to retain any Participant as a director, nor shall it
impose any obligation on the part of any Participant to remain as a director of
the Company.

          (c)  Trusts, etc.  Nothing contained in this Plan and no action taken
pursuant to this Plan (including, without limitation, the issuance of any Common
Stock hereunder) shall create or be construed to create a trust of any kind, or
a fiduciary relationship, between the Company and any Participant or the
executor, administrator or other personal representative or designated
beneficiary of such Participant, or any other persons.  If and to the extent
that any Participant or such Participant's executor, administrator or other
personal representative, as the case may be, acquires a right to receive any
payment from the Company pursuant to this Plan, such right shall be no greater
than the right of an unsecured general creditor of the Company.

          (d)  Severability of Provisions.  If any provision of this Plan shall
be held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions of this Plan, and this Plan shall be construed and
enforced as if such provision had not been included.

          (e)  Headings and Captions.  The headings and captions herein are
provided for reference and convenience only.  They shall not be considered part
of this Plan and shall not be employed in the construction of this Plan.

          (f)  Costs. The Company shall bear all expenses of administering this
Plan, including expenses of issuing Common Stock.

          (g)  Controlling Law.  This Plan shall be construed and enforced
according to the laws of the State of New York, without giving effect to rules
governing the conflict of laws.


10.  LISTING OF COMMON STOCK AND RELATED MATTERS.  If at any time the Board or
the Committee shall determine in its sole discretion that the listing,
registration or qualification of the Common Stock covered by this Plan upon any
national securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the issuance of Common Stock under this
Plan, no Common Stock will be delivered, as the case may be, unless and until
such listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Board.

11.  WITHHOLDING TAXES.  The Company shall have the right to require, prior to
the issuance or delivery of any shares of Common Stock, payment by the
Participant of any federal, state or local taxes required by law to be withheld.

                                          6
<PAGE>

                                                            __________, 1998



Re:  ELECTION TO RECEIVE PAYMENT OF DIRECTOR FEES IN COMMON STOCK

As a Non-Employee Director of Enhance Financial Services Group Inc. (the
"Company") eligible to participate in the Company's Director Stock Ownership
Plan (the "Plan"), I hereby elect to have the following percentage of my
Director Fees to be earned during 1998 after March 31, 1998 paid in Common Stock
as specified below:

/ /  100% of Directors Fees;

/ /  50% of Director Fees (with remaining 50% paid in cash), or

/ /  0% of Director Fees (i.e., 100% paid in cash)

I understand and agree that:  the percentages in this election may NOT be
modified; this election is irrevocable and is valid only for 1998; and if no
election is made or if no new election is made with respect to any subsequent
years, the Director Fees earned by me in each such calendar years shall be paid
in cash.

This election shall be subject to all the terms, conditions, limitations, and
restrictions contained in the Plan.  I acknowledge that I have received a copy
of the Plan and understand that all words or phrases not defined herein shall
have the meaning set forth in the Plan.  I understand that I am responsible for
the reporting and payment of any taxes resulting from my election hereunder.


                                        Very truly yours,


                                        _______________________
                                        Name of Participant


<PAGE>


                                                       Date:__________, 1998



Re:  ELECTION TO RECEIVE PAYMENT OF DIRECTOR FEES IN COMMON STOCK

As a Non-Employee Director of Enhance Financial Services Group Inc. (the
"Company") eligible to participate in the Company's Director Stock Ownership
Plan (the "Plan"), I hereby elect to have the following percentage of my
Director Fees to be earned during 199_ paid in Common Stock as specified below:

/ /  100% of Directors Fees;

/ /  50% of Director Fees (with remaining 50% paid in cash), or

/ /  0% of Director Fees (i.e., 100% paid in cash)

I understand and agree that:  the percentages in this election may NOT be
modified; this election is irrevocable and is valid only for 1998; and if no
election is made or if no new election is made with respect to any subsequent
years, the Director Fees earned by me in each such calendar years shall be paid
in cash.

This election shall be subject to all the terms, conditions, limitations, and
restrictions contained in the Plan.  I acknowledge that I have received a copy
of the Plan and understand that all words or phrases not defined herein shall
have the meaning set forth in the Plan.  I understand that I am responsible for
the reporting and payment of any taxes resulting from my election hereunder.


                                             Very truly yours,


                                             ____________________________
                                             Name of Participant

<PAGE>

                                 [LETTERHEAD OF ENHANCE]



                                       MEMORANDUM


To:       Board of Directors

From:     Elaine Eisenman
          Samuel Bergman

Re:       Director Stock Ownership Plan

Date:     March 17, 1998

------------------------------------------------------------------------------

     As requested by the board, management has prepared a draft plan, entitled
the "Director Stock Ownership Plan," to allow directors to elect to receive all
or a portion of their fees in the form of Enhance common stock.

     The draft plan is being submitted to the Compensation and Nominating
Committee for consideration at its March meeting with the expectation that, if
it is approved by the committee, it will thereafter be submitted to the full
board for consideration at its March meeting.

     The following is a summary of the proposed plan, the text of which
accompanies this memorandum.

     Commencing with the June 1998 regular board meeting, each director of
Enhance Financial Services Group Inc. who is not an employee of Enhance or any
of its subsidiaries will be entitled to receive at the director's election,
either no portion, 50% or all of his or her combined retainer, meeting and
committee chair fees for a given year in the form of shares of Enhance common
stock.  Eligible directors will have the opportunity to make a new election with
respect to each year's fees.

     For this purpose (other than in 1998, for which a modified procedure will
be prescribed), directors will receive at the penultimate (historically
September) regular board meeting in each year a form on which to make an
election for the following year.  The form is to be completed and returned to
Enhance not later than the last (historically December) regular meeting of the
year.  (Copies of the proposed forms for 1998 and for subsequent elections
accompany this memo.)  A director who fails to submit an election form by this
deadline will receive all his or her fees for the subject year in cash.  The
same applies to person who become directors after the deadline for making an
election.  Elections will be irrevocable for the year to which they relate.

     The shares will be issued to electing directors o nor as of the date of any
payment by Enhance of director fees.  The "purchase price" at which the shares
will be

<PAGE>

issued will be equal to the closing price of Enhance stock on the New York Stock
Exchange on that date.

     The foregoing protocol will be modified slightly for 1998.  Directors will
have the opportunity to make their elections for the remainder of 1998 not later
than June 3, the date of the second quarter board meeting.  However, as will be
the case with subsequent years, the purchase price of the shares issued as fees
for the second quarter and subsequent quarters of 1998 will be equal to the NYSE
closing price of Enhance stock on the dates of issue, as described in the
preceding paragraph.

Shares issuable under the plan will be registered under the Securities Act under
a registration statement which we propose to prepare and file promptly after the
March meeting.  Accordingly, that shares will be immediately salable by a
director after receipt provided the director has filed with the SEC a Form 144
covering the sale.

     The plan will be administered by the full board or a committee designated
by the board consisting of non-employee directors of Enhance.  In drafting the
proposed board resolutions for the adoption of the plan, we have taken the
liberty of providing for the appointment to that committee of the same person
constituting the Stock Option Subcommittee of the Compensation and Nominating
Committee.


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