CONTRIBUTION AGREEMENT

Exhibit 10.4

EXECUTION COPY

CONTRIBUTION AGREEMENT dated as of November 22, 2006 (this “Agreement”), between DEXIA S.A., a Belgian corporation (“Parent”), and FINANCIAL SECURITY ASSURANCE HOLDINGS LTD., a New York corporation (“Issuer”).

WHEREAS, Parent is the ultimate beneficial owner of a majority of the outstanding common stock of Issuer; and

WHEREAS, Parent and Issuer desire to enter into this agreement in connection with the issuance by Issuer of $300,000,000 of its Junior Subordinated Debentures pursuant to the Indenture (the “Debentures”) on the date hereof;

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

SECTION 1.             Definitions.  Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture dated as of November 22, 2006 (the “Indenture”) between Issuer and The Bank of New York, as indenture trustee (the “Trustee”), or the Debentures.

SECTION 2.             Contribution.  (a)  If, at any time, (i) Issuer, in accordance with the terms of the Indenture, optionally defers interest on the Debentures for a period of five years or, optionally defers interest on the Debentures and pays current interest thereon prior to the fifth anniversary of the commencement of the applicable Deferral Period, and therefore is required to issue shares of its common stock or Qualifying Non-Cumulative Perpetual Preferred Stock pursuant to Section 9 of the Debentures and (ii) Issuer has attempted to issue shares of its Qualifying Non-Cumulative Perpetual Preferred Stock but has not raised sufficient Eligible Proceeds through the sale of its common stock and Qualifying Non-Cumulative Perpetual Preferred Stock to pay all deferred interest (including compounded amounts thereon), then, subject to paragraph (b) of this Section 2, Parent shall, upon receipt of a request of Issuer (an “Issuance Request”), (1) prior to the date that Parent obtains the Dexia Stock Issuance Board Approval, promptly use its commercially reasonable efforts, taking into account its own funding requirements, to subscribe for additional shares of Issuer’s common stock for an amount equal to the Shortfall Amount with any source of funds then available to it, and (2) from and after the date that Parent obtains the Dexia Stock Issuance Board Approval, promptly use its commercially reasonable efforts to raise common equity providing Parent with net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance) in an amount equal to the Shortfall Amount.  If Parent is successful in raising any such common equity pursuant to the preceding clause (2), then Parent shall promptly subscribe for additional shares of Issuer’s common stock with such net proceeds.  If, subsequent to Parent obtaining the Dexia Stock Issuance Board Approval, Parent is not successful in raising any such common equity pursuant to the preceding clause (2), then Parent will not be required to subscribe for additional shares of Issuer’s common stock or otherwise have any obligation to contribute any of its

assets to Issuer under the preceding clause (2), and specifically, Parent shall not be required to apply any of its other assets to discharge its obligations under the preceding clause (2).

(b)  Notwithstanding the foregoing Parent shall not be required to (i) issue common equity or subscribe for shares of Issuer’s common stock to the extent that the net proceeds of such issuance of common equity, together with the net proceeds of all other common equity which has been previously issued pursuant to Issuance Requests, would exceed, in the aggregate, an amount equal to the Shortfall Amount, (ii) use its commercially reasonable efforts to issue common equity during the continuance of a Parent Market Disruption Event or (iii) issue common equity or subscribe for shares of Issuer’s common stock at any time after Parent has acquired shares of Issuer’s common stock pursuant to this Agreement for an aggregate purchase price equal to the Maximum Contribution Amount.

(c)  For purposes of this Agreement, “Dexia Stock Issuance Board Approval” means the approval by Parent’s Board of Directors of Parent’s obligation to raise common equity described under clause (a)(2) of this Section 2.

(d)  For purposes of this Agreement, “Parent Market Disruption Event” means the occurrence or existence of any of the following events or sets of circumstances: (i) a material suspension of or limitation on trading or on settlement procedures for transactions in Parent’s common equity and/or preferred securities through the primary stock exchange or exchanges on which such securities are then traded or the principal central securities depositary through which such securities are then cleared; (ii) a prohibition or material restriction imposed by applicable law (or by order, decree or regulation of any governmental entity, stock exchange or self-regulating body having jurisdiction) on the ability of Parent to issue or transfer its common equity or preferred securities; (iii) Parent would be required to obtain the consent or approval of its shareholders to issue common equity as required by this Agreement, and Parent fails to obtain that consent or approval notwithstanding its commercially reasonable efforts to obtain that consent or approval; or (iv) Parent is subject to a “blackout’’ period which, under applicable securities laws or Parent policies then in place, would not permit Parent to issue common equity and/or preferred securities until the release of information which has resulted in the commencement of such blackout period or such blackout period has otherwise terminated.

(e)  For purposes of this Agreement, “Shortfall Amount” means, as of any date, (i) the aggregate amount of interest accrued (including compounded amounts thereon and interest accrued after Issuer is required to issue common stock and Qualifying Non-Cumulative Perpetual Preferred Stock pursuant to the Alternative Payment Mechanism) on the Debentures during the then current Deferral Period, measured as of the next regularly scheduled Interest Payment Date, minus (ii) the amount of any Eligible Proceeds that Issuer has raised by issuing common stock and/or Qualifying Non-Cumulative Perpetual Preferred Stock pursuant to the Alternative Payment Mechanism in respect of the then current Deferral Period.

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(f)  For purposes of this Agreement, “Maximum Contribution Amount” means the greater of (i) $300,000,000 and (ii) such amount to which Parent shall have, in its sole discretion by written notice to Issuer, elected to increase the Maximum Contribution Amount.

SECTION 3.           Waivers.  Parent hereby waives any failure or delay on the part of Issuer in asserting or enforcing any of its rights or in making any claims or demands hereunder.

SECTION 4.           Termination.  This Agreement shall remain in full force and effect for so long as any of the Debentures are outstanding, provided, however, that this Agreement may be terminated by (a) Parent upon 10 business days’ prior notice to Issuer at any time on or after which:

(i)  Parent and its Subsidiaries have sold or otherwise transferred 50% or more of Issuer’s outstanding voting securities to another Person (other than Parent or one of its Subsidiaries) that has not assumed Parent’s obligations under this Agreement; provided that Parent has used its commercially reasonable efforts to cause such Person to agree to assume such obligations;

(ii)  Parent and its Subsidiaries have ceased to beneficially own securities constituting greater than 50% of Issuer’s outstanding voting securities; provided that as of such date Issuer’s common stock is listed for trading on a national securities exchange or is quoted in the Nasdaq National Market; or