FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. DEFERRED COMPENSATION PLAN

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Exhibit 10.6

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.

DEFERRED COMPENSATION PLAN

Amended and Restated
as of November 13, 2003

TABLE OF CONTENTS

FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
DEFERRED COMPENSATION PLAN

ARTICLE I
ESTABLISHMENT AND PURPOSE OF THE PLAN

        1.1    Effective as of June 1, 1995, Financial Security Assurance Holdings Ltd. established for the benefit of certain of its employees, certain employees of its affiliates or subsidiaries and certain members of its board of directors an unfunded plan by which an eligible employee or eligible director can elect to defer, respectively, receipt of all or a portion of his or her compensation or fees. This plan was amended and restated as of July 10, 2002, November 14, 2002, May 16, 2003 and November 13, 2003. This plan, as so amended and restated, is known as the Financial Security Assurance Holdings Ltd. Deferred Compensation Plan.

ARTICLE II
DEFINITIONS

        Unless the context otherwise requires, the following terms, when used herein, shall have the meaning assigned to them in this Article II.

        2.1    The term "Account" shall mean a Participant's individual account, as described in Article VIII of the Plan.

        2.2    The term "Beneficiary" shall mean the person or persons designated by the Participant (including an individual, trust, estate, partnership, association, company, corporation or any other entity), pursuant to Article VII of the Plan, to receive benefits under the Plan in the event of the Participant's death.

        2.3    The term "Board" shall mean the Board of Directors of the Company.

        2.4    The term "Bonus" shall mean: (i) bonus compensation payable in cash; (ii) bonus compensation payable in respect of an "Equity Bonus" awarded under the Equity Participation Plan; (iii) an amount payable pursuant to a "Performance Shares" award under the Equity Participation Plan; and (iv) any other incentive, performance related or other payment that, absent deferral pursuant to the Plan, would constitute taxable income to the Participant.

        2.5    The term "Committee" shall mean the Human Resources Committee of the Board.

        2.6    The term "Company" shall mean Financial Security Assurance Holdings Ltd., a New York corporation.

        2.7    The term "Compensation" shall mean, in respect of any Year and in each case before any deductions for amounts deferred under the Plan: (i) in the case of an Eligible Employee, the total of his or her annual salary and Bonus with respect to such Year; and (ii) in the case of an Eligible Director, the total of his or her fees from the Company, or any direct or indirect subsidiary thereof, with respect to such Year.

        2.8    The term "Deferral Amount" shall mean the amount of Compensation that a Participant defers under the terms of the Plan.

        2.9    The term "Deferral Period" shall mean the period of time during which a Participant elects to defer the receipt of the Deferral Amount under the terms of the Plan.

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        2.10    The term "Deferred Compensation Plan Election Change Form" shall mean the form prescribed or accepted by the Committee by which a Participant may change a previous election of a Deferral Amount.

        2.11    The term "Deferred Compensation Plan Election Form" shall mean the form prescribed or accepted by the Committee by which a Participant elects a Deferral Amount.

        2.12    The term "Disability" shall mean, in the case of an Eligible Employee, a determination of such condition under the Participating Company's long-term disability plan. In the case of an Eligible Director, "Disability" shall have the same meaning as set forth in the Company's long-term disability plan and the determination of this condition shall be made by the Committee.

        2.13    The term "Eligible Director" shall mean any member of the Board, or any member of the board of directors of any direct or indirect subsidiary of the Company, in each case who is not an employee of the Company or any of its subsidiaries.

        2.14    The term "Eligible Employee" shall mean any participant in the Company's Supplemental Executive Retirement Plan and any other employee of a Participating Company as may be designated from time to time by the Committee as eligible to participate in the Plan.

        2.15    The term "Equity Participation Plan" shall mean the Financial Security Assurance Holdings Ltd. 1993 Equity Participation Plan, as amended from time to time.

        2.16    The term "Participant" shall mean an Eligible Employee or Eligible Director who defers payment of Compensation under the terms of the Plan, including any former Eligible Employee or Eligible Director who is receiving or will become eligible to receive benefits under the Plan at a later date.

        2.17    The term "Participating Company" shall mean, with respect to an Eligible Employee, the Company or any affiliate or subsidiary of the Company employing an Eligible Employee.

        2.18    The term "Plan" shall mean the Financial Security Assurance Holdings Ltd. Deferred Compensation Plan, as set forth herein and as amended from time to time.

        2.19    The term "Year" shall mean the initial period from June 1, 1995 through December 31, 1995 and each 12-month calendar year thereafter beginning with January 1, 1996.

ARTICLE III
PARTICIPATION

        3.1    Each Eligible Employee and each Eligible Director shall become a Participant, as of the date specified in Section 3.2, by electing a Deferral Amount in accordance with Section 4.1.

        3.2    Subject to Section 3.4, an Eligible Employee or Eligible Director shall become a Participant in the Plan as of the date a Deferral Amount is credited to his or her Account and shall remain a Participant until the complete distribution of the Participant's Account, subject to Article VII hereof.

        3.3    Notwithstanding anything in the Plan to the contrary, the Committee shall be authorized to take such steps as may be necessary to ensure that the Plan is and remains at all times an unfunded deferred compensation arrangement for a select group of management or highly compensated employees, within the meaning of the Employee Retirement Income Security Act of 1974, as amended from time to time.

        3.4    Notwithstanding anything in the Plan to the contrary, no Deferral Amount may be elected by any Eligible Director or Eligible Employee if such Deferral Amount would be subject to current income taxes in any jurisdiction notwithstanding any deferral of such Compensation under the Plan. To the extent that, due to a change in law or administrative oversight, a Deferral Amount is credited and

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would be subject to taxes as aforesaid, the Company shall distribute such Compensation, adjusted for gains or losses in accordance with Article V of the Plan, to the Participant in the form of a lump sum distribution promptly following confirmation by the Committee of such change in law or administrative oversight.

ARTICLE IV
DEFERRAL ELECTIONS

        4.1    Except with respect to the initial Year, in December of each Year, each Eligible Director then serving and each Eligible Employee then employed at a Participating Company shall have the right to determine his or her Deferral Amount for the next Year, subject to the limitations set forth in this Article IV. With respect to the initial Year, the election of a Deferral Amount by an Eligible Employee, or by an Eligible Director, can be made within thirty days after the effective date of the Plan but only with respect to Compensation for services rendered subsequent to the election. With respect to any individual who becomes an Eligible Employee or Eligible Director on or after January 1 but before March 1 in any year, the election of a Deferral Amount can be made within thirty days of becoming an Eligible Employee or Eligible Director but only with respect to Compensation for services rendered subsequent to the election. Subject to Section 4.3, such Deferral Amount shall reduce the amount that is to be paid to the Participant for the Year of reference. With respect to an Eligible Employee, a separate election for a Year may be made with respect to salary payable in that Year and with respect to a Bonus payable for that Year, including a separate election with respect to any amount payable in respect of "Performance Shares" or "Equity Bonuses", or any other component of Bonus, as the case may be, awarded pursuant to the Equity Participation Plan. Prior to the commencement of any Year, the Chief Executive Officer or the Committee may provide, by notice to Eligible Employees, that salary or other specified components of compensation do not qualify for deferral under the Plan for that Year.

        4.2    An Eligible Employee or Eligible Director who does not elect a Deferral Amount in December of any Year (or on or prior to June 30, 1995 with respect to the initial Year) will not be permitted to make such an election until the following December, effective for the following Year; provided that any individual who becomes an Eligible Employee or Eligible Director on or after January 1 but before March 1 in any year may elect a Deferral Amount within thirty days of becoming an Eligible Employee or Eligible Director but only with respect to Compensation for services rendered subsequent to the election.

        4.3    No deferral agreement with respect to a Year shall provide for a Deferral Amount of less than $5,000 for such Year; provided, however, that an election by an Eligible Employee with respect to salary or Bonus may be conditioned upon the amount of the Eligible Employee's salary or Bonus (or component thereof) awarded.

        4.4    Any election of a Deferral Amount shall be effected by the execution of a valid Deferred Compensation Plan Election Form, timely filed with the Company, and shall be irrevocable for the Year with respect to which the election is made.

        4.5    Each validly executed and timely filed Deferred Compensation Plan Election Form shall be effective solely with respect to the specified Year. An Eligible Director or Eligible Employee who wishes to elect a Deferral Amount with respect to a succeeding Year must make a separate and timely election for such Year.

        4.6    An election with respect to a Deferral Amount for a Year must specify the Deferral Period applicable to that Deferral Amount. With respect to a Deferral Amount for any Year, the Participant may elect a Deferral Period of a specific number of years, provided that in no event may the number of years be less than three (3). Alternatively, the Participant may elect a Deferral Period which ends on

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(a) his or her termination of employment or directorship, as the case may be, (b) the date which is thirteen (13) months after such termination, or (c) the earlier of such termination (or the date which is thirteen (13) months after such termination) or a specified number of years pursuant to the preceding sentence. A Participant may elect a different Deferral Period for each Year's Deferral Amount or for any specified portion of any Year's Deferral Amounts, except that, unless the Committee (or the Chief Executive Officer in respect of all Participants) otherwise directs, the Deferral Period referred to in clause (c) of the preceding sentence may only be elected by a Participant if so elected for all Deferral Amounts of such Participant. A Participant may elect to extend, but not shorten, a previously elected Deferral Period at any time at least 12 months before the end of such previously elected Deferral Period by the execution of a valid Deferred Compensation Plan Election Change Form, timely filed with the Company. If such previously elected Deferral Period ended upon termination of employment or directorship, then a Deferred Compensation Plan Election Change Form shall only be effective in respect of Deferral Amounts that would not otherwise have been distributed at least 12 months after the filing of such Form.

        4.7    Each deferral election also must specify the payment option that will apply for the Deferral Amount, or any portion thereof, for that Year, and earnings credited on that amount. The normal form of payment shall be a lump sum payment. A Participant may elect that the distribution be made 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. If a Participant elects the installment payment option, the Participant also must elect whether installments should be made annually, quarterly or, if the Committee (or the Chief Executive Officer in respect of all Participants) shall direct to offer such alternative, monthly. Different payment options may be elected with respect to the Deferral Amount, or any portion thereof, for each Year, and earnings credited on such amount. At any time at least 12 months before the end of a Deferral Period, a Participant may make the following changes to the payment option previously elected with respect to the Deferral Amount corresponding to such Deferral Period:

(a)

a Participant who previously elected a lump sum payment with respect to a Deferral Amount may select an installment payment option described in this Section 4.7 of the Plan; and

(b)

a Participant who previously elected an installment payment option described in this Section 4.7 with respect to a Deferral Amount may select a different installment payment option described in this Section 4.7 whi