DATE:

June 30, 2009

TO:

FSA Asset Management LLC

FROM:

Dexia SA

Dexia Crédit Local S.A.

SUBJECT:

Put Option Transaction

1.

General Terms:

Trade Date:

June 30, 2009

Effective Date:

June 30, 2009

Scheduled Termination Date:

The last to occur of:

(a)

the expiration of any applicable preference period following the last Effective Maturity Date;

(b)

the expiration of any applicable preference period following the last Shortfall Payment Date;

(c)

the expiration of any applicable preference period following the last Put Settlement Date;

(d)

the expiration of any applicable preference period following the date on which no Put Portfolio Assets remain in the Put Portfolio Annex.

The “Term” of this Transaction shall begin on and include the Effective Date and end on and include the Scheduled Termination Date.

Calculation Agent:

The Calculation Agent will be HF Services LLC, provided that if HF Services LLC is no longer acting as Administrator, Party A, Party B and FSA shall agree in good faith on a successor Calculation Agent, and pending such agreement the Reporting Agent shall act as successor Calculation Agent.

Calculation Agent City:

New York

Business Day:

Brussels, New York and Paris.

Business Day Convention:

Following (which, with the exception of the Effective Date, any Final Amortization Date, each Put Portfolio Asset Payment Date and the period end date of each Put Portfolio Asset Calculation Period, shall apply to any date referred to in this Confirmation that falls on a day that is not a Business Day).

Put Portfolio Assets:

The assets identified in Annex 1 hereto (the “Put Portfolio Annex”), each of which was included in the total balance sheet assets of Party B as at September 30, 2008 (each a “Put Portfolio Asset” and the portfolio of assets so designated the “September 30 Put Portfolio”).

The Put Portfolio Annex shall identify the following information in relation to the September 30 Put Portfolio and each Put Portfolio Asset:  Issuer; CUSIP/ISIN; FSAM ID Number; Insurer; Put Portfolio Asset; Applicable Percentage; Legal Final Maturity Date; Initial Face Amount; Original Principal Amount; Initial Factor; Underlying Policy.

Each of (a) any Put Portfolio Asset in relation to which a Put Settlement Date has occurred, (b) any Put Portfolio Asset sold by Party B from time to time (other than under repurchase agreements as described in (ii) under “Representation as to Exposure” below) and (c) any Put Portfolio Asset in relation to which a Call Settlement Date has occurred, will cease to constitute a Put Portfolio Asset hereunder upon receipt of payment by or on behalf of Party B in respect of such Put Portfolio Asset and (in the case of (a) and (c)) delivery of such Put Portfolio Asset pursuant to this Transaction, and will be deemed excluded from the Put Portfolio Annex and cease to be eligible for further delivery by Party B under the Put Option or Call Option documented hereby, to the extent of the portion of the Outstanding Principal Amount of the Put Portfolio Asset subject to such Put Settlement Date or sale or Call Settlement Date, effective as of such Put Settlement Date, date of such sale or such Call Settlement Date, as applicable.

2.

Put Premium Payments:

Put Premium Payer:

Party B

Put Premium Rate:

.25% per annum.

Put Premium Period End Date:

Each June 30, September 30, December 31 or March 31.

Put Premium Calculation Periods:

Each period from (and including) a Put Premium Period End Date (or in the case of the first Put Premium Calculation Period, the Effective Date) to (but excluding) the next Put Premium Period End Date (or in the case of the last Put Premium Calculation Period, the Scheduled Termination Date).

Put Premium Payment Dates:

The third Business Day after each Put Premium Period End Date.

On each Put Premium Payment Date, Party B shall pay to Party A the Put Premium Amount determined for the Put Premium Calculation Period ending on the Put Premium Period End Date immediately preceding such Put Premium Payment Date, subject to funds being available for such distribution under the Priority of Payments.

Put Premium Amount:

With respect to any Put Premium Payment Date, an amount equal to the product of:

(a)

the Put Premium Rate;

(b)

an amount determined by the Calculation Agent equal to:

(i)

the aggregate Outstanding Principal Amount of the Put Portfolio Assets as at 5:00 p.m. in the Calculation Agent City on each day in the applicable Put Premium Calculation Period; divided by

(ii)

the actual number of days in the applicable Put Premium Calculation Period; and

(c)

the actual number of days in the applicable Put Premium Calculation Period divided by 360.

3.

Put Triggers and Put Settlement

Put Option:

Party A hereby grant Party B a put option in relation to each Put Portfolio Asset exercisable in accordance with the terms hereof upon the occurrence of a relevant Put Trigger at any time during the Term of this Put Option Transaction (the “Put Option”).

Put Triggers:

Party B (or FSA directly as third party beneficiary as provided in “Secured Party Exercise”) will have the right to cause exercise of the Put Option upon occurrence of any of the following events (each a “Put Trigger”) on any date during the Term of this Transaction:

(a) if an Asset Default has occurred with respect to any Put Portfolio Asset (an “Asset Default Trigger”);

(b) if, prior to the Liquidity and Collateral Trigger Expiration Date, a Liquidity Default has occurred and is continuing: provided, that in respect of the Liquidity and Collateral Trigger Expiration Date if the occurrence of a Liquidity Default would otherwise be subject to the expiration of a grace period, such grace period shall be deemed to have expired on the Business Day immediately preceding the Liquidity and Collateral Trigger Expiration Date (a “Liquidity Default Trigger”);

(c) if, prior to the Liquidity and Collateral Trigger Expiration Date, a Collateral Posting

Default has occurred and is continuing: provided, that in respect of the Liquidity and Collateral Trigger Expiration Date if the occurrence of a Collateral Posting Default would otherwise be subject to the expiration of a grace period, such grace period shall be deemed to have expired on the Business Day immediately preceding the Liquidity and Collateral Trigger Expiration Date (a “Collateral Default Trigger”); or

(d) if a Dexia Bankruptcy has occurred and is continuing (a “Bankruptcy Trigger”);

(the date of any exercise of the Put Option a “Put Exercise Date”).  The Put Option may be exercised separately from time to time in relation to one or more separately occurring Put Triggers.

Put Exercise Amounts:

The Put Option may be exercised by Party B (or by FSA directly as third party beneficiary as provided in “Secured Party Exercise”):

(a)           if the Put Option is exercised in relation to any Asset Default Trigger, with respect to the Outstanding Principal Amount of the Defaulted Asset;

(b)           if the Put Option is exercised in relation to any Liquidity Default Trigger, with respect to an aggregate Outstanding Principal Amount of Put Portfolio Assets selected by the Collateral Agent or by FSA directly as third party beneficiary as provided in “Secured Party Exercise”, equal to the lesser of (1) the relevant Defaulted Liquidity Amount or (2) the GIC Balance (less any Committed Settlement Amount), provided that in making such selection the Collateral Agent or FSA as third party beneficiary, as applicable, shall comply with the Maximum Asset Value Restriction;

(c)           if the Put Option is exercised in relation to any Collateral Default Trigger, with respect to an aggregate Outstanding Principal Amount of Put Portfolio Assets selected by the Collateral Agent or by FSA directly as third party beneficiary as provided in “Secured Party Exercise”, equal to the lesser of (1) (x)  the relevant Defaulted Collateral Amount plus (y) the net Delivery Amount that would arise under the Credit Support Annex as a result of Delivery of the Put Settlement Assets on the Put Settlement

Date and (2) the GIC Balance (less any Committed Settlement Amount), provided that in making such selection the Collateral Agent or FSA as third party beneficiary, as applicable, shall comply with the Maximum Asset Value Restriction; and

(d)           if the Put Option is exercised in relation to a Bankruptcy Trigger, with respect to an Outstanding Principal Amount of Put Portfolio Assets selected by the Collateral Agent or FSA directly as third party beneficiary as provided in “Secured Party Exercise”, equal to the lesser of (1) 100% of the aggregate Outstanding Principal Amount of all the Put Portfolio Assets or (2) the GIC Balance (less any Committed Settlement Amount).

(the relevant Outstanding Principal Amount of Put Portfolio Assets with respect to which the Put Option has been exercised as described above on any date, subject to “Affected Collateral Delivery” below, the “Put Settlement Assets”).

“Maximum Asset Value Restriction” means that the Collateral Agent or by FSA directly as third party beneficiary as provided in “Secured Party Exercise” shall select assets (which may or may not be Defaulted Assets) for which the weighted average of the most recently determined FSAM Asset Value is not more than 5% higher than the weighted average FSAM Asset Value of all remaining Put Portfolio Assets as a whole (provided that if it would not be possible to deliver Put Portfolio Assets of such maximum average value due to minimum denomination restrictions, the Collateral Agent, or FSA directly as third party beneficiary as provided in “Secured Party Exercise,” shall only be required to select assets that comply with such limitation to the extent reasonably practicable).

“Committed Settlement Amount” means, in relation to any Collateral Default Trigger, Liquidity Default Trigger or Bankruptcy Trigger, the Outstanding Principal Amount of all Put Portfolio Assets which have been identified for purposes of a different Collateral Default Trigger, Liquidity Default Trigger or Bankruptcy Trigger for which the relevant Put Settlement Date has not yet occurred.

Exercise Notice:

In relation to any exercise of the Put Option, Party B (or FSA directly as third party beneficiary as provided in “Secured Party Exercise”) will be required to provide to Party A and FSA at the notice addresses

specified below, an exercise notice in the form of Annex 2 (the “Exercise Notice”) (which shall be delivered by email or facsimile, return receipt requested) which shall also include (i) in the case of an exercise of the Put Option in relation to an Asset Default Trigger, a servicer or trustee report, advice from a paying agent, record of a clearance system, statement by a rating agency, or similar information documenting the relevant Interest Shortfall Amount, Principal Shortfall Amount or Writedown Amount (any a “Shortfall Amount”), (ii) in the case of an exercise of the Put Option in relation to an Liquidity Default Trigger, a calculation of the relevant Defaulted Liquidity Amount including evidence of the relevant notice or request for payment and confirmation by the Collateral Agent of nonreceipt of funds, and of the GIC Balance (iii) in the case of an exercise of the Put Option in relation to a Collateral Default Trigger, a calculation of the relevant Defaulted Collateral Amount including evidence of the relevant demand for Transfer of a Delivery Amount and confirmation by the Collateral Agent of nonreceipt of such Delivery Amount, and of the GIC Balance or (iv) in the case of an exercise of the Put Option in relation to a Bankruptcy Trigger, a calculation of the aggregate current Outstanding Principal Amount plus accrued interest of the Put Portfolio Assets and of the GIC Balance (each of (i), (ii), (iii) or (iv) in relation to any exercise of the Put Option the “Shortfall Information”).

Simultaneously with the delivery of the Put Exercise Notice to Party A and FSA, Party B or the Collateral Agent (including FSA acting on behalf of the Collateral Agent) will deliver a copy of such Put Exercise Notice to the Sovereign Guarantors, together with the relevant Shortfall Information. 

Secured Party Exercise:

Party A acknowledges and agrees that, without limitation of the rights of Party B hereunder:

(a)           an Exercise Notice may be delivered by the Collateral Agent or by FSA directly as third party beneficiary under this Agreement (i) in relation to any Asset Default Trigger following a failure of Party B to deliver an Exercise Notice within five Business Days after the occurrence of the relevant Asset Default or (ii) in relation to any Liquidity Default Trigger, any Collateral Default Trigger or any Bankruptcy Trigger;

(b)           the Collateral Agent or FSA directly as third party beneficiary under this Agreement may specify the related Put Exercise Amounts and select Put Portfolio Assets in relation to any Liquidity Default

Trigger, any Collateral Default Trigger or any Bankruptcy Trigger and deliver any Shortfall Information (whether or not it delivered the related Exercise Notice); and

(c)           FSA directly as third party beneficiary under this Agreement may make demands and request and dispute valuations as set forth in the Credit Support Annex.

Defaulted Asset:

A Put Portfolio Asset in relation to which an Asset Default has occurred.

Asset Default:

The occurrence of a Failure to Pay Principal, Interest Shortfall or Writedown.

Liquidity Default:

A payment default by Dexia or any of its Affiliates under any Guaranteed Liquidity Facility, including without limitation a failure to pay an Accelerated Downgrade Liquidity Draw by the Accelerated Downgrade Liquidity Draw Deadline on the relevant date (a “Deemed Downgrade Liquidity Default”).  The amount of any and all such failures to pay (i.e., the unpaid amount) on any date (net of any partial payments by Dexia or its Affiliates) is the “Defaulted Liquidity Amount”.

To the extent that the occurrence of a default under any Guaranteed Liquidity Facility is subject to the expiration of a grace period for payment, such grace period shall be deemed to have expired on the earlier of (i) its stated expiration date or (ii) the Business Day immediately preceding the Liquidity and Collateral Trigger Expiration Date.

“Guaranteed Liquidity Facilities” means each of (i) the Liquidity Facility and the Repurchase Agreement Facility, in accordance with their terms as of the Effective Date (the “Existing Facilities”) and (ii) any additional liquidity facilities between Party B and either DCL or Dexia Bank Belgium SA (including any successors thereto by reason of Corporate Reorganization or any Affiliates thereof to whom their obligations are transferred in accordance with the terms of such Existing Facilities) entered into from time to time after the Effective Date, that are in substantially the same form as the Existing Facilities and are entered into for the purpose of providing liquidity to meet Party B’s payment obligations (including obligations to meet collateral posting requirements under the GICs) under the Master Repurchase Agreement to the GIC Issuers to service the GICs, if the aggregate maximum commitment amount of such facilities, when added to the maximum commitment amount of the Existing

Facilities, does not exceed the GIC Balance on the date any such additional facilities are entered into.

Collateral Posting Default:

A failure to Transfer Eligible Collateral having a Value equal to a required Delivery Amount on any date on or after the First Collateral Posting Date, in each case within the time required under Paragraph 4(b) of the Credit Support Annex.  The amount of any such failure to Transfer on any date (net of any partial amounts Transferred by Dexia or its Affiliates) is the “Defaulted Collateral Amount”.

For the avoidance of doubt, the Defaulted Collateral Amount applicable in relation to any Collateral Posting Default hereunder shall not be offset or decreased by any Defaulted Collateral Amount applicable under the Dexia Non-Guaranteed Put Contract.

With respect to any date which falls during a period which is (A) not on or after a Sovereign Guarantee Unenforceability Date and (B) (I) on and after the First Collateral Posting Date and prior to the Liquidity and Collateral Trigger Expiration Date or (II) during a period that a DCL Bankruptcy has occurred and is continuing (a “No DCL Collateral Period”), (i) any Eligible Collateral Transferred by DCL, whether at any time before or during such No DCL Collateral Period, will be deemed to have a Value of zero during such No DCL Collateral Period (any such Eligible Collateral on any date during the No DCL Collateral Period the “Affected DCL Collateral”) and (ii) only postings made by Dexia (whether made at any time before or during such No DCL Collateral Period, and including by substitution in accordance with the Credit Support Annex of Eligible Collateral posted by Dexia for Eligible Collateral posted by DCL) will be considered in calculating any applicable Delivery Amount and whether the obligation to Transfer Eligible Collateral with a Value equal to such Delivery Amount has been met during such No DCL Collateral Period; provided, that such Affected DCL Collateral shall be Transferred to DCL against the simultaneous delivery of replacement Eligible Collateral by Dexia.

With respect to any date which falls during a period which is (A) on or after a Sovereign Guarantee Unenforceability Date and (B) not during a period that a DCL Bankruptcy has occurred and is continuing (a “No Dexia Collateral Period”), (i) any Eligible Collateral Transferred by Dexia, whether at any time before or during such No Dexia Collateral Period, will be deemed to have a Value of zero during such No Dexia Collateral Period (any such Eligible Collateral

on any date during the No Dexia Collateral Period the “Affected Dexia Collateral”) and (ii) only postings made by DCL (whether made at any time before or during such No Dexia Collateral Period, and including by substitution in accordance with the Credit Support Annex of Eligible Collateral posted by DCL for Eligible Collateral posted by Dexia) will be considered in calculating any applicable Delivery Amount and whether the obligation to Transfer Eligible Collateral with a Value equal to such Delivery Amount has been met during such No Dexia Collateral Period; provided, that such Affected Dexia Collateral shall be Transferred to Dexia against the simultaneous delivery of replacement Eligible Collateral by DCL.

Affected Collateral Delivery:

In relation to any Put Settlement Date arising from a Collateral Default Trigger occurring during a No DCL Collateral Period or No Dexia Collateral Period, the Put Settlement Assets shall include, in addition to the Put Settlement Assets selected by the Collateral Agent or FSA as third party beneficiary, as applicable, under (c) of “Put Exercise Amount” above, the relevant Affected DCL Collateral or Affected Dexia Collateral as of the date of occurrence of the relevant Collateral Default Trigger.

Dexia Bankruptcy:

As defined in the Schedule.  The exercise of the Put Option following a Bankruptcy Trigger is not to be construed as the designation of an Early Termination Date, nor does exercise of the Put Option following a Bankruptcy Trigger prejudice to the right of Party B to designate an Early Termination Date subsequent to the Put Settlement Date for such Bankruptcy Trigger in the event that any Event of Default has occurred or is continuing after such Put Settlement Date.

Liquidity and Collateral
Trigger Expiration Date:

31 October 2011.

First Collateral Posting Date:

29 September 2011.

Put Settlement:

On (x) the second Business Day after the relevant Put Exercise Date or (y) in the case of an Accelerated Downgrade Liquidity Default Exercise, on the first Business Day after the Put Exercise Date (as applicable, the “Put Settlement Date”) and subject to “Deferred Settlement Election” below, Party B or the Collateral Agent on behalf of Party B will Deliver to DCL or Dexia, as applicable, the relevant Put Settlement Assets, against payment of the Put Settlement Amount to Party B by Party A (such payment to occur by the time specified in the last paragraph under “Put Settlement Amount”).  In the event that the Defaulted Liquidity Amount on the Put

Exercise Date includes both amounts arising from an Accelerated Downgrade Liquidity Draw and other unpaid amounts under one or more Guaranteed Liquidity Facilities, separate Put Settlement Dates shall occur in relation to each relevant portion of the Put Exercise Amount.

“Accelerated Downgrade Liquidity Default Exercise” means an exercise of the Put Option as a result of a Liquidity Default Trigger which occurs due to a Deemed Downgrade Liquidity Default.

Delivery of Put Settlement Assets will be effected through an escrow, custody or similar arrangement with the Collateral Agent, such that the Put Settlement Assets will be Delivered by the Collateral Agent and the Put Settlement Amount will be paid to Party B, but the Put Settlement Assets will be Delivered (i) to Dexia if the Put Settlement Amount is paid to Party B by Dexia, (ii) to DCL if the Put Settlement Amount is paid to Party B by DCL or (iii) to Dexia if the Put Settlement Amount is paid to Party B by the Sovereign Guarantors.

“Deliver” means to deliver, novate, transfer, assign or sell, as appropriate, in the manner customary for the settlement of the applicable Put Settlement Assets (which shall include executing all necessary documentation and taking any other necessary actions), in order to convey all right, title and interest in the Put Settlement Assets to Dexia or DCL, as applicable, free and clear of any and all liens, charges, claims or encumbrances; provided that, Dexia and DCL each hereby waive any right to object to the Delivery of a Put Settlement Asset (i) as failing to be free and clear of liens, charges, claims or encumbrances or (ii) for breach of any implied or express representation or warranty hereunder, except in the case of a lien, charge, claim or encumbrance that is predominantly attributable to actions of FSA taken after the Effective Date.

Without limitation of the foregoing, in relation to Put Settlement Assets which may be subject to a pledge or lien, Party A agrees that the settlement of the payment of the Put Settlement Amount by Party A and Delivery of the Put Settlement Assets by Party B may be effected by means of an undertaking by the Collateral Agent, acting as an escrow agent, custodian or in a similar capacity, to deliver such Put Settlement Assets to Party A following receipt of a payment hereunder (whether by treating such payment as a discharge of the relevant pledge or lien, as a substitution of cash collateral in place of such Put Settlement Assets for purposes of the relevant pledge

agreement, or otherwise).

Delayed Delivery Following
DCL Belgian Corporate Reorganization:

In the event that a Put Settlement Date occurs (i) on or after a DCL Belgian Corporate Reorganization has occurred and (ii) on a date on which the relevant Put Settlement Amount would constitute a Pre-Collateral Posting Payment, and except in the case of a Put Settlement under which the Put Settlement Amount is paid to Party B by the Sovereign Guarantors, (A) Party A will be required to pay the Put Settlement Amount on the Put Settlement Date, (B) Party B will not be required to Deliver the related Put Settlement Assets until the date following the Put Settlement Date on which the Belgian Preference Period has expired and (C) pending such Delivery on the date referred to in (B), Party A will be deemed to have pledged the relevant Put Settlement Assets to Party B and Party B shall hold such Put Settlement Assets as additional Posted Collateral under the Credit Support Annex and treated as Repledged Assets thereunder.

“DCL Belgian Corporate Reorganization” means any occurrence of a Corporate Reorganization (as defined in the Schedule) with respect to DCL such that Belgium is the jurisdiction of organization of DCL following such Corporate Reorganization.

“Belgian Preference Period” means 6 months, or if the period of time specified in Article 12 of the Belgian Bankruptcy Act of 8 August 1997 is amended, such amended period of time.

DCL Delivery:

DCL agrees that any Put Settlement Assets delivered to DCL hereunder which may be required to be delivered outside the United States or to non-United States persons, or with respect to which for any other reason delivery of such Put Settlement Asset in New York is impracticable, may at Party B’s election be delivered to a registered office of Dexia Crédit Local S.A. outside of the United States.

Put Settlement Amount:

An amount equal to 100% of the Outstanding Principal Amount of the Put Settlement Assets Delivered on the Put Settlement Date (other than any Affected DCL Collateral or Affected Dexia Collateral), plus (without duplication) (i) any Interest Shortfall Amount, Principal Shortfall Amount or Writedown Amount accrued but not yet paid hereunder as of the Put Settlement Date and (ii) accrued and unpaid interest (except to the extent already paid to Party B pursuant to a Deferred Settlement Election or under (i)) through the Put Settlement Date (in each case converted if applicable to USD at the Specified Currency Rate).

The Put Settlement Asset Delivered on each Put Settlement Date will include the right to receive all accrued and unpaid interest in respect of the Outstanding Principal Amount of the Put Settlement Assets Delivered.

The obligation to pay any Put Settlement Amount pursuant to an Exercise Notice delivered prior to the occurrence of the Scheduled Termination Date shall survive the occurrence of the Scheduled Termination Date.

In the case of an Accelerated Downgrade Liquidity Default Exercise, Party A will pay the Put Settlement Amount to Party B not later than 9:00 am New York City time on the Put Settlement Date.  In all other cases, Party A will pay the Put Settlement Amount to Party B not later than 4:00 pm Central European Time on the Put Settlement Date.

Cure of Defaulted Liquidity Amount or Defaulted
Collateral Amount:

Notwithstanding exercise of the Put Option in relation to a Liquidity Default Trigger or Collateral Default Trigger, if the related Defaulted Liquidity Amount or Defaulted Collateral Amount has been cured in full on or prior to the relevant Put Settlement Date, the Put Settlement Date shall not occur and the Exercise Notice in relation thereto shall be deemed withdrawn.

Deferred Settlement Right:

In relation to any Put Exercise Date arising from an Asset Default Trigger, Party A may give a notice to Party B (with a copy to FSA), on or before the Put Settlement Date, electing to defer the Put Settlement Date (a “Deferred Settlement Election”) for any period of time prior to the earliest of (i) the Final Amortization Date of the Defaulted Asset, (ii) the Legal Final Maturity Date of the Defaulted Asset and (iii) the 30th day prior to the Sovereign Asset Guarantee Expiration Date, provided that during such period Party A shall periodically pay to Party B any Shortfall Amounts with respect to such Defaulted Asset on or before:

(I) in the case of the Put Portfolio Asset Payment Date occurring on or immediately preceding the Asset Default Trigger, the third Business Day following the Put Exercise Date, and

(II) in the case of each Put Portfolio Asset Payment Date occurring after the Put Portfolio Asset Payment Date in (I), (A) if a Dexia Event of Default has occurred and FSA is acting as the Secured Party Representative, the third Business Day after the later of (i) the date such amounts are determined under the provisions of the Underlying Instruments and holders of the

Defaulted Asset have been notified of such determination or (ii) the date of receipt of the relevant Shortfall Information by Party A or (B) otherwise, the third Business Day after the earlier of (i) the date such amounts are determined under the provisions of the Underlying Instruments and holders of the Defaulted Asset have been notified of such determination or (ii) the date of receipt of the relevant Shortfall Information by Party A (each a “Shortfall Payment Date”).

On any date after Dexia, DCL or the Sovereign Guarantors have made a payment of Shortfall Amounts pursuant to a Deferred Settlement Election, such Deferred Settlement Election shall continue in effect and need not be renewed or repeated in relation to subsequent Asset Default Triggers for the same Put Portfolio Asset, provided that (a) Party A or the Sovereign Guarantors, as applicable, may cause the Put Settlement Date to occur with respect to the related Defaulted Asset upon two Business Days’ prior notice to Party B, the Collateral Agent and FSA, and (b) the Put Settlement Date shall occur immediately with respect to the related Defaulted Asset if (i) Dexia does not pay a Shortfall Amount (and DCL also does not pay such amount), (ii) the Sovereign Guarantors fail to pay such Shortfall Amount under the Sovereign Guarantee within the time permitted thereby (a “Sovereign Nonpayment”) and (iii) neither Dexia nor the Sovereign Guarantors cures such failure within 10 Business Days after receipt of a notice from Party B, on or after the date of Sovereign Nonpayment, requiring that the Put Settlement Date be accelerated.

For the avoidance of doubt, no Deferred Settlement Election may be made with respect to any Defaulted Assets selected in connection with any Put Option related to a Liquidity Default Trigger, a Collateral Default Trigger or a Bankruptcy Trigger.

The obligation to pay any Shortfall Amounts and Put Settlement Amount pursuant to a Deferred Settlement Election exercised prior to the occurrence of the Scheduled Termination Date shall survive the occurrence of the Scheduled Termination Date.

Offset of Collateral:

On any Put Settlement Date on or after a date on which a Dexia Event of Default has occurred where (x) the Subordinated Claims Payment Condition is not met, (y) Party B and the Collateral Agent are entitled to exercise the remedies under Paragraph 8 of the Credit Support Annex and (z) Party A would be entitled to receive a Return Amount under the Credit Support Annex, based on the current calculation of

Exposure and the Value of Posted Credit Support held by Party B, but for the fact that the Subordinated Claims Payment Condition is not met (the Return Amount to which Party A would be so entitled a “Deemed Return Amount), (i) the Put Settlement Amount in relation to any Liquidity Default Trigger or Collateral Default Trigger shall be reduced by such Deemed Return Amount or (ii) without duplication of (i), the Shortfall Amount in relation to any Asset Default Trigger shall be reduced by such Deemed Return Amount (but in no event to less than zero).

Claims under the Sovereign Guarantee:

If a Put Settlement Date arises from an Asset Default Trigger, irrespective of whether Party A (i) has not made a Deferred Settlement Election, (ii) has made a Deferred Settlement Election, or (iii) has given notice causing the Put Settlement Date to occur, in the event that (A) Party A does not pay the relevant Shortfall Amounts on any date thereafter, (B) Party A does not pay the Put Settlement Amount on the Put Settlement Date and (C) Party B or the Collateral Agent, or FSA directly as third party beneficiary gives notice of such nonpayment to the Sovereign Guarantors, together with the relevant Shortfall Information, then at the option of the Sovereign Guarantors either (i) a Deferred Settlement Election shall be deemed to have been made and continued in effect, such that the Sovereign Guarantors shall, until the earlier of (x) the Final Amortization Date or (y) the Legal Final Maturity Date of the Defaulted Asset, pay only the relevant Shortfall Amounts under the Sovereign Guarantee (and not Put Settlement Amounts) or (ii) the Sovereign Guarantors shall pay the portion of the Put Settlement Amount not paid by Party A against the delivery of the Put Settlement Assets to Dexia, in each case within the time period for payment required under the Sovereign Guarantee.  Unless both Sovereign Guarantors shall opt for the application of sub-clause (ii) above, sub-clause (i) shall be deemed to apply; provided that no Deferred Settlement Election may be made or deemed made under sub-clause (i) if the related Put Settlement Date arose following a prior Deferred Settlement Election made or deemed made by the Sovereign Guarantors in relation to the related Defaulted Asset.

Currency Conversion:

In relation to any Put Settlement Asset not denominated in USD, the Put Settlement Amount and any Shortfall Amount shall still be denominated in USD, such amount to be determined by conversion of the Outstanding Principal Amount plus accrued interest, or Shortfall Amount, as applicable, at the Specified Currency Rate.

4.

Call Right

Call Option:

Party B hereby grants to Party A, a call option in relation to each Put Portfolio Asset exercisable in accordance with the terms hereof on any Business Day (the “Call Option”).  The Call Option may be exercised (i) by Party A only if there shall not have occurred any Dexia Event of Default and if such exercise would not cause Party B to violate § 6.5.1 or § 6.5.2. of the Sovereign Guarantee Reimbursement Agreement and (ii) prior to the Liquidity and Collateral Expiration Date, only by DCL.  In any event, no purported exercise of the Call Option shall be valid unless Party A shall deliver to Party B information from the Valuation Agent demonstrating that Party A has Transferred Eligible Collateral to the Custodian in an amount sufficient that no Delivery Amount would result or be outstanding after the exercise and settlement of the Call Option.

Exercise Notice:

In relation to any exercise of the Call Option, Party A will be required to provide to Party B, an exercise notice in the form of Annex 3 (the “Call Notice”).  The Call Notice shall specify the Put Portfolio Assets proposed to be purchased by Party A (the “Call Settlement Assets”).  Delivery of a Call Notice is irrevocable and shall constitute an indefeasible agreement to purchase the related Call Settlement Assets.

Call Settlement:

Settlement of the Call Option shall occur on the second Business Day after the delivery to Party B of the Call Notice (such date, the “Call Settlement Date”).  On the Call Settlement Date, the Collateral Agent will Deliver to DCL or Dexia, as applicable, the relevant Call Settlement Assets against payment of the Call Settlement Amount to Party B by Party A.  If Party A fails to pay the Call Settlement Amount, the Call Option will fail and the related Call Settlement Assets will not be delivered to Party A.

Call Settlement Amount:

At the election of Party A, in respect of the Call Settlement Asset, an amount equal to (A) either (x) 100% of the Outstanding Principal Amount or (y) the Mark to Market Value of the Call Settlement Assets Delivered on the Call Settlement Date (provided that if a DCL Belgian Corporate Reorganization has occurred, clause (x) shall not apply), plus (B) (i) any Interest Shortfall Amount, Principal Shortfall Amount or Writedown Amount accrued but not yet paid hereunder as of the Call Settlement Date plus, without duplication (ii) accrued and unpaid interest through the Call Settlement Date (in each case converted if applicable to USD at the Specified Currency Rate).

The Call Settlement Asset Delivered on each Call Settlement Date will include the right to receive all accrued and unpaid interest in respect of the Outstanding Principal Amount of the Call Settlement Assets Delivered.

Currency Conversion:

In relation to any Call Settlement Asset not denominated in USD, the Call Settlement Amount shall still be denominated in USD, such amount to be determined by conversion of the Outstanding Principal Amount or Value, as the case may be, plus accrued interest at the Specified Currency Rate.

Multiple Exercise:

For the avoidance of doubt, the parties agree that with respect to this Call Option Transaction and notwithstanding anything to the contrary in the 2000 Definitions, multiple Call Settlement Dates may occur and multiple Call Settlement Amounts may be payable by Party A.

5.  Additional Provisions:

Representation as to Exposure:

Party B represents to Party A in relation to the Put Portfolio Assets that on the Effective Date Party B either (i) beneficially owns the relevant Put Portfolio Asset or (ii) is obligated to purchase such Put Portfolio Asset under a repurchase agreement through which the purchase of the Put Portfolio Asset by Party B has been financed (or refinanced), with the result that (x) such Put Portfolio Asset is included in Party B’s balance sheet assets and (y) any income deriving from the Put Portfolio Asset accrues to Party B.

Obligations of Party A Unconditional:

In relation to its payment obligations under this Put Option Transaction each of Dexia and DCL waives all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), to the extent that such rights and defenses may be available to Party A to avoid payment of their respective obligations under this Put Option Transaction in accordance with its terms (but subject to Party A’s right to receive Delivery of the Put Settlement Assets on any Put Settlement Date and the Call Settlement Assets on any Call Settlement Date).

Subrogation Rights:

Subject to and conditioned upon payment by DCL or Dexia (or, in the case of Dexia, payment by the Sovereign Guarantors under the Sovereign Guarantee), as applicable, in connection with a Deferred Settlement Election, DCL or Dexia, as applicable, shall be subrogated to the rights of Party B to receive reimbursement from the Issuer of the relevant Put Settlement Asset for the relevant Interest Shortfall, Principal Shortfall or Writedown Amount and to

exercise any right, power or the like of Party B with respect thereto, provided that DCL or Dexia (as the case may be) may not exercise such subrogation rights unless at such time the Subordinated Claims Payment Condition is satisfied.

Effect of Payment by
Sovereign Guarantors:

Notwithstanding a failure by Party A to make one or more payments under this Agreement (including without limitation any Delivery of Eligible Collateral), and as specified in the Schedule, no Event of Default shall be deemed to have occurred in relation to Dexia or DCL hereunder if the Sovereign Guarantee is still applicable to the relevant payment obligation or to a Dexia Bankruptcy (and no Sovereign Guarantee Unenforceability Date has occurred) and the Sovereign Guarantors perform their payment obligations in relation thereto in a timely manner pursuant to the terms of the Sovereign Guarantee.

Multiple Exercise:

For the avoidance of doubt, the parties agree that with respect to this Put Option Transaction and notwithstanding anything to the contrary in the 2000 Definitions, multiple Put Settlement Dates may occur and multiple Put Settlement Amounts may be payable by Party A.

Calculation Agent Determinations:

The Calculation Agent shall be responsible for determining and calculating (i) the Put Premium Amount payable on each Put Premium Payment Date; and (ii) the determination of Shortfall Amounts and providing the Shortfall Information; provided that notwithstanding the above, each of FSA, the Collateral Agent, Party B and Party A shall be entitled to determine and calculate the above amounts to the extent that FSA, the Collateral Agent, Party B or Party A, as applicable, have the right to deliver a notice to the other party demanding payment of such amount.  The Calculation Agent, FSA, the Collateral Agent, Party B or Party A, as applicable, shall make such determinations and calculations based solely on the basis of the Servicer Reports, to the extent such Servicer Reports are reasonably available to the Calculation Agent, FSA, the Collateral Agent, Party B or Party A, as applicable.  The Calculation Agent, FSA, the Collateral Agent, Party B or Party A, as applicable, shall, as soon as practicable after making any of the determinations or calculations specified in (i) and (ii) above, notify FSA and the parties or the other party, as applicable, of such determinations and calculations. For the avoidance of doubt, if an Interest Shortfall Amount is not explicitly set out in the Servicer Report but the Calculation Agent determines that an Interest Shortfall has occurred on the basis of information in such Servicer Report, then the relevant Interest Shortfall Amount shall be calculated and reported by the

Calculation Agent on the basis of such information.

Adjustment of Calculation
Agent Determinations

To the extent that a Servicer furnishes any Servicer Reports correcting information contained in previously issued Servicer Reports, and such corrections impact calculations pursuant to this Put Option Transaction, the calculations relevant to this Put Option Transaction shall be adjusted retroactively by the Calculation Agent to reflect the corrected information (provided that, for the avoidance of doubt, no amounts in respect of interest shall be payable by either party and provided that the Calculation Agent in performing the calculations pursuant to this paragraph will assume that no interest has accrued on any adjusted amount), and the Calculation Agent shall promptly notify both parties and FSA of any corrected payments required by either party. Any required corrected payments shall be made within five Business Days of the day on which such notification by the Calculation Agent is effective.

6.  Notices and Account Details:

Notices to Party B:

As set forth in the Schedule

Notices to Party A:

As set forth in the Schedule

Account Details of Party B:

The FSAM Cash Account (as defined in the Pledge and Administration Agreement)

Account Details of Party A:

To be advised in writing by Party A

FSA ASSET MANAGEMENT LLC

By:

Name:

Title:

DEXIA SA

By:

Name:

Title:

DEXIA CRÉDIT LOCAL S.A., acting through its New York Branch

By:

Name:

Title: