Exhibit 10.21

                           GENERAL SERVICES AGREEMENT

This General  Services  Agreement is made this ________ day of ___________  (the
"EFFECTIVE DATE") between

XL CAPITAL  ASSURANCE  INC.,  a New York  corporation  ("XLCA"  or the  "SERVICE
PROVIDER"); and

X.L. GLOBAL SERVICES, INC., a Delaware corporation ("XLGS" or the "COMPANY")

(each a "Party" and collectively the "Parties").

WHEREAS:

Service Provider and Company are currently  wholly owned  subsidiaries of the XL
Capital Ltd group of companies; and

It is contemplated  that an initial public offering will be made of a portion of
the capital stock of Security  Capital  Assurance  Ltd ("SCA"),  a parent of the
Service Provider, resulting in partial public ownership of SCA; and

Service Provider and Company both desire for Service Provider to provide certain
services to the Company following the initial public offering of SCA; and

Service  Provider  and the Company  desire to enter into this  Agreement  to set
forth the roles and  responsibilities  with regard to services to be provided by
Service Provider to the Company.

Now, in consideration for the mutual benefits contained in this General Services
Agreement, it is agreed as follows:

1        DEFINITIONS

         The  following  words and phrases  shall have the meaning given to them
         below:

         "Agreement"  means this General  Services  Agreement  and the Schedules
         attached to it and any subsequent  amendments or alterations  agreed in
         writing by the Parties.

          "Non-SCA Third Party  Contractors"  means any  individual,  company or
         other legal  entity with whom Service  Provider  enters into a contract
         for the  benefit of the  Company,  including  (but not  limited  to) to
         enhance  its ability to provide  any part of the  Services,  where such
         individual,  company or other legal  entity is not within the SCA group
         of companies.

         "Representatives" shall have the meaning specified in clause 10.1.

         "SCA Third Party  Contractors"  means any individual,  company or other
         legal entity with whom Service  Provider enters into a contract for the
         benefit of the Company,  including  (but not limited to) to enhance its
         ability to provide  any part of the  Services,  where such  individual,
         company or other legal entity is within the SCA group of companies.

         "Services" shall have the meaning specified in clause 3.1.

         "Staff" means  individuals  employed by Service  Provider or by another
         company within the SCA group of companies.

         "Steering Committee" shall have the meaning specified in clause 10.3.

         "Third Party  Contractors"  means both SCA Third Party  Contractors and
         Non-SCA Third Party Contractors.

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                                     - 2 -


2        PERIOD OF THIS AGREEMENT

2.1      This Agreement  shall commence on the Effective Date and continue until
         terminated in accordance with clause 19 of this Agreement.

3        PROVISION OF SERVICES

3.1      Each Schedule  attached to and made a part of this Agreement  describes
         the  services  to be provided by Service  Provider to the  Company,  as
         amended  from time to time by written  agreement  of the  Parties  (the
         "Services").  The Parties  have made a good faith effort as of the date
         hereof to identify  each  Service  and to  complete  the content of the
         Schedules  accurately.  It is anticipated  that the Parties will modify
         the Services  from time to time. In that case or to the extent that any
         Schedule  is  incomplete,  the Parties  will use good faith  efforts to
         modify the  Schedules.  There are certain  terms that are  specifically
         addressed  in the  Schedules  attached  hereto that may differ from the
         terms provided hereunder.  In those cases, the specific terms described
         in the Schedules shall govern.

3.2      The Parties may also  identify  additional  Services  that they wish to
         incorporate  into this  Agreement.  The Parties will create  additional
         Schedules setting forth the description of such Services,  the fees for
         such Services and any other applicable terms.

3.3      Subject to the terms of this Agreement,  Service Provider undertakes to
         and  shall  provide  the  Services  to the  Company  to the best of its
         ability  at all  times  and to a  standard  that  would  reasonably  be
         expected of it by a professional, independent person or body.

3.4      Without prejudice to clause 3.3, to the extent that Service Provider is
         unable to perform  any part of the  Services  in  accordance  with this
         Agreement,   it  shall  advise  the  Company  as  soon  as   reasonably
         practicable.  In  addition,  Service  Provider  shall,  to  the  extent
         possible, advise the Company of a timetable for it to be able to resume
         full  performance of the Services in accordance with this Agreement and
         the steps it is taking in that regard.  Service  Provider  shall notify
         the Company to the extent there is likely to be any deviation  from the
         timetable proposed.

3.5      The Parties  acknowledge and agree that Service  Provider and the Staff
         shall be entitled to provide  similar  services as the  Services to any
         other legal  entity,  provided  that in doing so the  operation  of the
         Company  is  not  unreasonably  prejudiced  and  the  provision  of the
         Services  to the  Company is not  materially  adversely  affected.  The
         Parties  further  acknowledge and agree that the Company may retain any
         individual or legal entity,  other than Service Provider and the Staff,
         to perform services similar or identical to the Services; provided that
         in doing so the ability of Service  Provider to perform any part of the
         Services in accordance with this Agreement is not materially  adversely
         affected.

4        PROVISION OF STAFF TO PERFORM THE SERVICES

4.1      Service Provider acknowledges it has been given sufficient  information
         to understand  and appreciate  the  requirements  and operations of the
         Company relating to the provision of the Services  currently  described
         in each Schedule.  Service  Provider shall and undertakes to provide at
         all times,  Staff or Non-SCA Third Party  Contractors  of the requisite
         calibre, and with appropriate training and experience and in sufficient
         numbers as required  by the  Company and as agreed  between the Parties
         and in accordance with the attached Schedules.

4.2      The Company  acknowledges  and agrees that at the  commencement of this
         Agreement  the Staff or Non-SCA  Third  Party  Contractors  provided to
         perform the Services are of
<PAGE>
                                     - 3 -


         the requisite calibre, have appropriate experience and training and are
         of a sufficient number.

4.3      If Service  Provider  cannot provide Staff to perform the Services,  it
         shall, with the agreement of the Company,  contract or subcontract with
         Non-SCA Third Party Contractors to provide all or part of the Services.
         The  direction and  management  of the Non-SCA Third Party  Contractors
         provided to perform the  Services on behalf of the Company  will be the
         responsibility  of Service  Provider,  unless  otherwise  agreed by the
         Parties in writing but only to the extent  that  Service  Provider  has
         contracted directly with such Non-SCA Third Party Contractors.

5        THIRD PARTY CONTRACTORS

5.1      The Company  acknowledges and agrees that the provision of the Services
         may in part be delegated or contracted or  subcontracted to Third Party
         Contractors by Service Provider.

5.2      Service Provider may enter into contracts with Third Party Contractors,
         including,  but not  limited  to, for the  provision  of the  Services,
         either  on its own  behalf  or on its own  behalf  and on behalf of the
         Company, whichever Service Provider reasonably deems appropriate and in
         the best interests of the Company.

5.3      When  entering into  contracts  with Third Party  Contractors,  Service
         Provider  will have  regard to the  stated  interests  of the  Company,
         including,  but  not  limited  to,  the  identity  of the  Third  Party
         Contractor, the terms, costs and period of the contract.

5.4      To  the  extent  Service   Provider   delegates  to,  or  contracts  or
         subcontracts  with, Third Party  Contractors to perform any part of the
         Services  or to perform  specific  functions,  Service  Provider  shall
         (remain  responsible  and) be  liable  to the  Company  for  the  (non)
         performance of the Services and the (non)  performance of such specific
         functions in their  entirety (and for the  oversight and  management of
         the Third Party  Contractors) and in accordance with clause 6.1. below,
         unless otherwise agreed in writing by the Company.

6        LIABILITY

6.1      Except to the  extent  set out in clauses  6.2,  to 6.3 below,  Service
         Provider  shall be liable to  indemnify  the  Company  for any loss the
         Company  incurs  or as a  result  of a  breach  by the  Company  of its
         obligations  under Clause 15.1 (including  defence costs) caused by (i)
         the acts and/or omissions of Service Provider, its employees, directors
         and  officers  in  providing  the   Services,   (ii)  the  breaches  of
         obligations,  acts and/or  omissions  of Third Party  Contractors,  and
         (iii)  the  failure  of  Service  Provider  to abide by the  terms  and
         conditions of this  Agreement.  Both Parties shall take all  reasonable
         steps to mitigate any loss including  pursuing  recovery from any third
         party. Where  appropriate,  the Parties further agree they will consult
         each other in respect of such steps in accordance with clause 10 below.

6.2      Service  Provider  shall not be liable to the Company in respect of any
         loss caused by acts of God, or any event beyond the reasonable  control
         of  the  Parties,   including  but  not  limited  to   nationalization,
         expropriation,   devaluation,   seizure,   or  similar  action  by  any
         government  authority,  de facto or de jure; or acts of war, terrorism,
         insurrection or revolution.

6.3      Service  Provider  agrees to take all  reasonable  steps to recover any
         loss suffered by the Company (for which  Service  Provider is liable to
         indemnify  the Company  under this  Agreement)  from any insurer or any
         third  party  liable to  Service  Provider  in  respect  of such  loss.
         Provided  that Service  Provider  complies  with such  obligation  in a
         timely  manner,  the  Company  agrees to delay  commencing  proceedings
         against Service
<PAGE>
                                     - 4 -


         Provider to enforce payment in respect of any claim,  which it may have
         under this Agreement  until such time as and to the extent that Service
         Provider has obtained  recovery  against any third party (including but
         not limited to Third Party Contractors and insurers) in respect of such
         losses.

7        INSURANCE

7.1      Service  Provider  undertakes it or one of its  affiliates has and will
         maintain   throughout   the  duration  and  period  of  this  Agreement
         appropriate errors and omissions and directors' and officers' insurance
         in full force and effect to cover its liabilities to third parties.



8        LIMITATION OF AUTHORITY

8.1      Except as expressly provided for in this Agreement,  or by the Company,
         neither  Service  Provider  nor the Staff shall enter into any contract
         (including  verbal)  on  behalf  of the  Company  or commit or bind the
         Company to any agreement or obligation, or hold it or themselves out as
         having authority to do so.

9        COMPLIANCE

9.1      In providing the Services, Service Provider shall, to the extent within
         its  control,  comply  with,  and  will not do  anything  or fail to do
         anything, which would result in the Company failing to comply with, all
         applicable  laws,  legislation and  regulations.  In addition,  Service
         Provider shall comply with relevant principles and guidelines, manuals,
         codes and policies issued by the Company to the extent it is made aware
         of such principles and guidelines,  manuals,  codes and policies. It is
         agreed and  understood  that this  clause does not affect or reduce the
         Company's duty and responsibility with regard to its own regulatory and
         legal compliance.

9.2      Service  Provider  shall  direct  all  enquiries  from  any  regulatory
         authority  relating to this  Agreement  or the Services to the Company,
         unless (i) the enquiry is  specifically  addressed to Service  Provider
         (in which case  Service  Provider  shall  procure that the details or a
         copy of such enquiry are promptly  relayed in writing to the  Company),
         (ii) the enquiry  relates  exclusively  to a third party and not to the
         Company, or (iii) otherwise agreed in writing by the Parties.

10       PERSONS RESPONSIBLE FOR THE OPERATION OF THIS AGREEMENT

10.1     The Service Provider and the Company shall each appoint two individuals
         to be their respective  representatives (the "Representatives") for the
         purpose  of  the  operation  of  this  Agreement.  The  Representatives
         (identified  below)  shall be  responsible  for,  among  other  things,
         managing  the  relationship,  and  acting  as the  principal  points of
         contact,  between the Parties in relation to matters and disputes under
         this Agreement.

10.2     Any  matters or  disputes  under this  Agreement  including  matters or
         disputes  affecting  the  relationship   between  the  Parties  or  the
         performance of their  respective  obligations  hereunder,  shall in the
         first  instance,  be  raised  to  and  sought  to be  resolved  by  the
         Representatives.

10.3     If and to the extent that any matters or disputes cannot be resolved by
         the Representatives then the Representatives  shall, raise such matters
         or disputes with a committee  comprised of [ ] and  established  by the
         Parties  for the purpose of  overseeing  the  relationship  between the
         Parties  with  respect  to  matters  set forth in this  Agreement  (the
         "Steering Committee").  The Steering Committee shall be responsible for
         the resolution of those matters and disputes brought before it.
<PAGE>
                                     - 5 -


10.4     The  Parties  may  each  appoint  Representatives,  in  lieu  of  their
         Representatives  listed below,  provided  that prior written  notice is
         given to the other Party in accordance with Section 22 below.

         COMPANY REPRESENTATIVES:           [             ]
                                            Telephone:
                                            E-Mail:

                                            [             ]
                                            Telephone:
                                            E-Mail:


         SERVICE PROVIDER REPRESENTATIVES:  [             ]
                                            Telephone:
                                            E-Mail:

                                            [             ]
                                            Telephone:
                                            E-Mail:




11.      REPORTING

11.1     Unless  otherwise  agreed between the Parties,  Service  Provider shall
         provide  reports on the Services in  accordance  with the  Schedules as
         amended from time to time.

11.2     Service  Provider  shall  provide  such  other  reports,  including  in
         relation to Staff and Third Party  Contractors,  as may  reasonably  be
         required by the Company from time to time in a timely manner.

11.3     To the extent the Schedules do not already address the issue and to the
         extent  appropriate,  practicable  and  necessary,  the  Parties  shall
         establish  benchmarks  against  which to  monitor  the  performance  of
         Service  Provider  and  Third  Party  Contractors.  If  and  when  such
         benchmarks are  established,  Service  Provider shall and undertakes to
         provide reports, at least quarterly, in respect of such benchmarks,  or
         otherwise in accordance with the Schedules.

12       DOCUMENTS AND RECORDS

12.1     Service  Provider shall establish  and/or maintain  records relating to
         this  Agreement  and, to the extent  reasonable  and  appropriate,  the
         Services,  in accordance with the document retention policy established
         by SCA or in accordance  with  applicable  laws and regulations if they
         provide for longer periods of retention.

12.2     The  Company,  its  bona  fide  agents,   auditors  and/or  a  relevant
         regulatory  authority  shall have the right on the giving of reasonable
         prior  notice,  to inspect  and audit any records of or held by Service
         Provider  relating to this  Agreement and the Services,  and shall have
         the right to make copies or extracts of any such records.

12.3     In the  event  that an  audit  reveals  that  Service  Provider  is not
         complying  with  the  terms  of  this  Agreement,   or  any  applicable
         regulation, principles, guidelines, laws or legislation in any material
         respect,  the Company may, without  prejudice to its other rights under
         this Agreement, require Service Provider to take all necessary remedial
         action within four (4) weeks following  disclosure to Service  Provider
         of such audit results.
<PAGE>
                                     - 6 -


12.4     All files,  materials,  policies and documents  prepared or obtained by
         Service  Provider in the course of carrying out its  obligations  under
         this  Agreement  shall be and remain the property of the  Company,  and
         Service Provider shall treat them accordingly - including  keeping them
         safe and secure whilst in Service Provider's possession.

13       CONFIDENTIALITY

13.1     Confidential  Information means all information disclosed by either the
         Company or Service Provider  (whether in writing,  orally or by another
         means)  concerning the other Party which comes into their possession as
         a consequence  of the operation of this  Agreement  including,  without
         limitation,  information relating to the Parties products,  operations,
         processes, plans or intentions,  product information,  know-how, design
         rights, trade secrets, market opportunities and business affairs.

13.2     The  Parties   undertake  to  hold  the  Confidential   Information  in
         confidence and not to disclose the Confidential  Information (except as
         provided in this  Agreement)  without the prior written  consent of the
         other Party.

13.3     Notwithstanding  clause 13.2, the Parties are entitled to disclose that
         portion of the  Confidential  Information  required  in order to comply
         with  any  legal   requirement   or  any  regulation  or  rule  or  the
         requirements  of any rating agency,  or to the extent the  Confidential
         Information is already in the public domain.

14       DATA PROTECTION

14.1     The Parties  undertake to comply with all  applicable  data  protection
         laws and  regulations  in any relevant  jurisdiction  in which personal
         data (or any other data,  the use or transfer of which is  regulated by
         law and  regulations  in that  jurisdiction)  is transferred or used in
         connection with the provision of the Services.

15       BUSINESS CONTINUITY PLAN

15.1     The Parties shall be jointly responsible for devising and maintaining a
         plan(s) to ensure the  continuity  of the  Services  in the event of an
         unforeseen  interruption and any other prudent  procedures and measures
         that are reasonably necessary to prevent the disruption of the Services
         (collectively,  the "Business  Continuity  Plan"). The Company shall be
         responsible  for  maintaining  the  Business  Continuity  Plan  and the
         Service  Provider  shall,  in the event of an unforeseen  interruption,
         cooperate  to the best of its  ability  with the  Company to ensure the
         uninterrupted provision of Services.

16       REMUNERATION AND FEES

16.1     The Company will pay Service Provider in accordance with the provisions
         of the Schedules. Within thirty (30) days of receipt of an invoice from
         Service Provider,  Company shall pay Service Provider  semi-annually in
         arrears.  Such invoices  shall be provided at the end of the second and
         fourth quarters of each calendar year, if applicable.

16.2     Unless otherwise provided in the relevant Schedule,  at the end of each
         annual period  commencing as of January 1, 2006,  Service Provider will
         perform  a review  of the fees  being  charged  to the  Company  and if
         Service  Provider  determines,  based on a transfer  pricing or similar
         study,  that the fees  should  be  different,  then  the  parties  will
         negotiate  in good faith to change the fees to a rate  consistent  with
         such study.
<PAGE>
                                     - 7 -


17       TAXES

17.1     All sums payable  pursuant to this Agreement  shall be exclusive of any
         duties and taxes.  Any other duties or taxes payable on such sums shall
         be payable in addition to such sums.

18       COMPLAINTS

18.1     In  accordance  with  clause 22, the Parties  shall  notify one another
         immediately  upon becoming aware of any relevant  matter arising out of
         the operation  of, or in connection  with,  this  Agreement,  which has
         resulted or could result in a complaint  to,  including but not limited
         to, any regulatory  authority or which could give rise to litigation or
         proceedings against either Party.

19       TERM AND TERMINATION

19.1     This  Agreement may be  terminated,  either in whole or with respect to
         one or more of the  Services,  by the Company at any time by giving the
         Service Provider sixty (60) days prior written notice.

19.2     Unless the other Party specifically  agrees to the contrary in writing,
         this Agreement will be  automatically  terminated with immediate effect
         in the event that one Party shall:-

         (a)      enter or  become  the  subject  of  voluntary  or  involuntary
                  rehabilitation or liquidation proceedings;

         (b)      become the subject of an action in bankruptcy;

         (c)      make or propose any composition with its creditors or make any
                  assignment  for the  benefit  of its  creditors  or  otherwise
                  acknowledge its insolvency;

         (d)      have an administrator or administrative receiver or equivalent
                  office holder appointed by a court of competent jurisdiction;

         (e)      have a receiver or equivalent  office holder appointed for the
                  whole or any part of its business;

         (f)      any past or present director,  officer, partner or employee of
                  Service  Provider is convicted of or charged with any criminal
                  offence  involving fraud or dishonesty or any similar criminal
                  offence  which may  materially  affect the  operation  of this
                  Agreement.

19.3     Each Party shall inform the other  immediately  upon becoming  aware of
         the occurrence of any of the events set out in Section 19.2 above.

19.4     In the event of persistent  and material  breaches of any discreet part
         of the  Services,  the  Company  shall  inform the  Representatives  of
         Service  Provider  in  writing  of the  nature  of such  breaches.  The
         Representatives shall meet as soon as reasonably practicable to discuss
         these  breaches  (such meeting being expected to occur within seven (7)
         business  days of receipt of the  written  notice)  and try to agree an
         action  plan  designed  to  remedy  the  breaches  within a  reasonable
         timeframe  acceptable  to the  Company.  Should an  action  plan not be
         agreed  within a  reasonable  timeframe,  or the  implementation  of an
         action plan not result in the Services being performed to the specified
         standards,  then the  Representatives  shall  raise the matter with the
         Steering Committee, in accordance with clause 10 above. If the material
         breaches  continue  and the  Steering  Committee  does  not  provide  a
         resolution  to the  matter  within  a  reasonable  timeframe,  then the
         Company has the right to terminate  the  relevant  part of the Services
<PAGE>
                                     - 8 -


         with one (1)  month's  notice.  Such  termination  will not  affect the
         continuance  of the Services not subject to the persistent and material
         breaches.

19.5     On  termination  of any  Service  provided  for in any  Schedule or the
         entire  Agreement,  each  Party  shall bear its own  associated  costs;
         Service  Provider  will  cooperate  in good faith  with the  Company to
         provide the Company (or its  designee)  with  reasonable  assistance to
         make an orderly transition from Service Provider to another supplier of
         the Services.  Service Provider  undertakes to work with the Company to
         ensure a smooth  transition  and  hand-over  and to minimise  the costs
         associated with termination for each Party. Such transition  assistance
         shall include the following:

         (a)      developing a transition  plan with assistance from the Company
                  or its designee; and

         (b)      organizing and delivering to the Company records and documents
                  necessary to allow  continuation  of the  Services,  including
                  delivering such materials in electronic  forms and versions as
                  requested by the Company.

19.6     Termination of this Agreement does not affect a Party's  accrued rights
         and obligations at the date of termination.

20       LAW AND JURISDICTION

20.1     This  Agreement  shall be construed in accordance  with the laws of the
         State of New York without regard to the principles of conflict of laws.

21       ASSIGNMENT

21.1     This  Agreement  shall not be  assignable  by either Party  without the
         express  written  consent of the other,  and such consent  shall not be
         unreasonably withheld, provided however that upon delivery of notice to
         the Company, Service Provider may assign all or a portion of its rights
         under this  Agreement to an affiliate.  For purposes of this  Agreement
         "affiliate" shall mean any person,  corporation,  company  partnership,
         individual  or group  (collectively  a  "Person"),  which  directly  or
         indirectly,  through  one  or  more  intermediaries,   controls  or  is
         controlled by, or owns or is owned by another Person, with an equity or
         other financial interest of 35% or more of any management interest.

22       NOTICES

22.1     All  notices  hereunder  shall be sent to the Party at the  address set
         forth below or at such other  address as shall be  specified by a Party
         as to it in a  notice  duly  given.  Notices  shall be  effective  upon
         receipt, and shall be addressed as follows:

         If to Service Provider:    XL Capital Assurance Inc.
                                    1221 Avenue of the Americas
                                    New York, NY 10020

                                    Attention: General Counsel

                                    Telephone: (212) 478-3474

                                    Facsimile: (212) 478-3579

         If to Company:             X.L. Global Services, Inc.
                                    Seaview House
                                    70 Seaview Avenue
                                    Stamford, CT 06902

<PAGE>
                                     - 9 -


                                    Attention: General Counsel

                                    Telephone: (203) 964-5200

                                    Fax: (203) 964-5309


         or to such other address as a Party shall have  designated by notice in
         writing to the other Party in the manner provided by this clause 22.1.

23.      THIRD PARTIES' RIGHTS

23.1     For the avoidance of doubt,  no term of this  Agreement is intended for
         the benefit of any third party,  and the Parties do not intend that any
         term of this Agreement should be enforceable by a third party.

24       ENTIRE AGREEMENT.

24.1     This Agreement,  including the attached Schedules,  is the complete and
         exclusive statement of the agreement between the Parties and supersedes
         all prior proposals,  understandings and all other agreements, oral and
         written,  between  the Parties  relating to the subject  matter of this
         Agreement.  This  Agreement  may not be modified  or altered  except by
         written instrument duly executed by both Parties.

25.      FORCE MAJEURE.

25.1     Any  delay  or  failure  by  either  Party in the  performance  of this
         Agreement  will be excused  to the extent  that the delay or failure is
         due solely to causes or contingencies  beyond the reasonable control of
         such Party.

26.      SEVERABILITY.

26.1     If any provision,  clause or part of this Agreement, or the application
         thereof under certain  circumstances  is held invalid or  unenforceable
         for any reason, the remainder of this Agreement,  or the application of
         such provision,  clause or part under other  circumstances shall not be
         affected thereby.

IN WITNESS  WHEREOF,  the Parties have signed this  Agreement  on the  Effective
Date.



XL CAPITAL ASSURANCE INC.             X.L. GLOBAL SERVICES, INC.

By                                    By:
        --------------------------            ----------------------------------

Name:                                 Name:
        --------------------------            ----------------------------------

Title:                                Title:
        --------------------------            ----------------------------------

<PAGE>
                                     - 10 -



SCHEDULE #1

REAL ESTATE AND FACILITIES SERVICES - 1221 AOA -


I           DESCRIPTION OF SERVICES

A.          SCOPE

XL Capital  Assurance  Inc.("Service  Provider")  will  provide  Real Estate and
Facilities  services  (specifically  rental of office  space and  furniture  and
associated  facilities  staff  services)  to X.L.  Global  Services,  Inc.  (the
"Company")  and, on behalf of the Company,  to the various XL business  segments
listed below.  Such services will be provided either through Service  Provider's
own resources, or the resources of its subsidiary or affiliates,  as provided in
the General Services Agreement (the "Services Agreement"),  dated as of July __,
2006, by and between Service Provider and Company,  or by contracting with other
independent  contractors,  all in  accordance  with  Section 4.1 of the Services
Agreement.


B.          SPECIFIC SERVICES AND ASSOCIATED FEES

The location that will be the subject of this Services  Agreement is 1221 AVENUE
OF THE AMERICAS, NEW YORK, NEW YORK only.

1221 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK ("1221 AOA")
Service  Provider  is the  leaseholder  of the 31st and 32nd floors of 1221 AOA.
Service Provider is responsible for all building and landlord correspondence and
other  communications  that are necessary.  Annual budgeting by Service Provider
and rent  schedule  review and analysis  will  provide  updated rent and expense
adjustments  that are  necessary  and the  responsibility  of Service  Provider.
Operating escalations,  annual operating expense, real estate tax and electrical
are reviewed on an annual basis by the  Rock-McGraw,  Inc.  (the  "Landlord"  or
"LL") and any credits/debits  thereby assigned are the primary responsibility of
Service  Provider  but  will be  proportionately  allocated  to the  Company  as
described herein.

Service  Provider is  responsible  for the following  services and fees based on
2006 budget numbers as presented by Service Provider:  rent,  operating expenses
(LL-  and  XLCA-generated),  non-capital  office  projects,  office  supplies  &
equipment,  printing  &  stationery,  subscriptions  and  publications,  courier
service & postage, food services,  real estate taxes as well as office equipment
(leased,  rentals,  maintenance) on an annual basis.  The fees for such expenses
(the "Real Estate Expenses") are listed below:

  1. Annual Rent (2006) =               $5,926,400
  2. LL-Generated  OE (2006) =          $2,120,626
  3. XLCA-Generated OE (2006) =         $  473,791
                                        ----------
                                        $8,520,817 Total

Service   Provider   will  provide   office   space,   existing   furniture  and
facilities-related  services to the following XL Shared Service  Departments and
other XL Business Segments:

XL CAPITAL INVESTMENT PARTNERS

XLGS - LEGAL DEPARTMENT

XLGS - GLOBAL TREASURY MGMT-CREDIT

XLGS - IT

XL WEATHER & ENERGY

<PAGE>
                                     - 11 -


XLGS-REINSURANCE SECURITY

XLA - INTERNAL AUDIT

XL INVESTMENT MGMT

The Real Estate Expenses will be apportioned to the Company at an annual cost of
$1,476,742  (Rent and LL Generated OE based on a percentage  of rentable  square
footage:  15,896  rentable  square feet / 92,600  total  rentable  square feet =
17.17% or $1,381,406;  XLCA Generated OE based on a percentage of headcount:  33
XL  employees / 164 total  employees  in  location = 20.12% or $95,336)  and are
subject to periodic  adjustment in the event the Services  Provider  experiences
additional expenses that are properly  proportionately  allocable to the Company
such as Landlord-generated  operating expenses.  The Services Agreement will run
through  October  31,  2007 or until  such time that the  Company  has  reviewed
available options and progressed to the stage of defining XL space  requirements
in the New York City area and has negotiated a mutually  agreeable contract with
Service  Provider  that will allow the  Company to move  these  employees,  as a
group, to the "to be determined" designated facility(ies).  In addition, Service
Provider  reserves  the right to extend the Services  Agreements  to XL business
segments as per mutually agreeable terms and determination of needs.

II          SERVICE FEES

The Company agrees to pay for the above space,  furniture and  facilities  fees,
specifically noted and capped above, which include rent,  operating expenses and
all facilities-related expenses.

The  Company  agrees to pay for any  expenses  incurred in  connection  with the
co-location of the XL Shared Service  Departments and other XL Business Segments
in contiguous  space on the 32nd floor.  Such expense shall include,  but not be
limited  to,  any  necessary  IT   infrastructure   improvements   such  as  the
installation of cabling and any actual moving expenses.

The Company  additionally  agrees to pay for the Service  Provider's Real Estate
and Facilities Staff compensation and services as noted below.

The Fee will include:

     (i)        The  semi-annual  Real Estate and Facilities rent and facilities
                fees based and capped on the totals noted above;

     (ii)       Service Provider's Real Estate and Facilities staff compensation
                and  services  will be  apportioned  to the Company at an annual
                cost of $ 67,421  (based on a  percentage  of  headcount:  33 XL
                employees / 164 total  employees  in  location = 20.12%)  with a
                mark up of 5.7% of the  aggregate  amount for this service only,
                totalling  $3,843.  The  total  cost  to  XLGS  for  this RE and
                Facilities  staff  compensation  and services  will be capped at
                $71,264 per annum.

III         ADDITIONAL TERMS


The annual  budgeting  process  will  highlight  and  determine  Real Estate and
Facilities  Expense  increases  which  will be  incorporated  into  any  renewal
agreements  between Service Provider and the Company for the leased office space
at 1221 AOA. Rent and operating expense increases will be indicated in a revised
Services Agreement if an extension is deemed necessary and mutually-agreeable by
both parties.

XLGS will be credited for the funds received from the departing subtenant of the
"Front Point" space in the annual amount of $151,360.

Upon  termination  of this  agreement  and XLGS  vacating  of the  premises  and
provided this occurs on or before October 31, 2007,  Service  Provider agrees to
reimburse  the  Company  for the value of the  various  improvements  made by XL
Capital Investment Partners in 2005 for the

<PAGE>
                                     - 12 -


"Front  Point"  space  at a price  equal  to its  then  present  value  assuming
straight-line  depreciation over agreed upon periods from date of purchase (i.e.
5 years for furniture;  16.5 years for leasehold  improvements;  and 3 years for
equipment).  Assuming such  termination and vacation occurs on October 31, 2007,
such reimbursement amount will equal $224,824.

<PAGE>
                                     - 13 -



SCHEDULE #2

INFORMATION TECHNOLOGY (IT) SERVICES


I           DESCRIPTION OF SERVICES

A.          SCOPE

XL  Capital  Assurance  Inc.  ("Service   Provider")  will  provide  Information
Technology services to XL Global Services,  Inc. ("XLGS") either through Service
Provider's own resources,  the resources of its  subsidiaries or affiliates,  as
defined in the Master Services Agreement (the "Services Agreement"), dated as of
_______________,  by and between  Service  Provider and XLGS, or by  contracting
with other  independent  contractors,  all in accordance with Section 4.1 of the
Services Agreement.

B.          SPECIFIC SERVICES

The specific  services that Service  Provider  will provide  through XL's Shared
Service,  Corporate and Business  Management IT departments are as follows.  All
services will be provided based on the standard  service  levels  provided to XL
Group companies and XLCA will conform to XL IT Security standards.  All work for
XLFS,   XLLA,  and  XLWE  will  be   maintenance/supportive   based  around  the
applications,  with no new development on current or future  projects.  GTS will
continue  to  support  the  surrounding  infrastructure  as it  relates to these
applications.




         1. XLFS
              o Support and transition of Deal Pipeline System
         2. XLLA
              o Support and maintenance of Surveillance ETL Tool.
              o Transition of MUCS Replacement Project.
              o Transition of SS&C Debt and Derivatives ASP.

         3. XLWE
              o Support and transition of Phaedrus.
              o Transition of Climetrix Weather Valuation ASP.
              o Support and transition of Climetrix/Phaedrus Upload Tool.
              o Support and transition of Silent Importer.
              o Support and transition of Query Tool.
              o Support and transition of Platts.
              o Support and transition of the Pricing Tools used by Jim Hickman.
              o Support and transition of the Outage Valuations tools.

Additional services may be included upon agreement of both parties.

II          SERVICE FEES

Company will pay Service Provider  semi-annually on a "cost plus" basis for each
Service as set forth herein.

The Fee will include:

     (i)    with respect to the services  being  performed and Support  Services
            being  provided  by the Service  Provider,  any  salaries,  bonuses,
            benefits,  fringe  benefits,  incentive  compensation  benefits  (if
            applicable)   payroll   taxes  or  other   applicable   taxes,   and
            depreciation/amortization   of   office   equipment   and   software
            attributed to the

<PAGE>
                                     - 14 -


            employee in the group  (collectively,  the "Employee Costs"),  based
            upon the ratio of Service  Provider's  estimate of the time spent by
            the  employee  on behalf  of XLGS or in  connection  with  providing
            Support  Services  divided by the total  time spent by the  employee
            multiplied by the Employee Costs;

     (ii)   a mark up of 5.7% of the  aggregate  amount  calculated  pursuant to
            (i); and

     (iii)  third-party expenses, including travel and entertainment, consulting
            fees and  printing  costs,  incurred  on behalf  of XLGS by  Service
            Provider on behalf of XLGS or in connection  with providing  Support
            Services;

     (iv)   any costs incurred by the Service Provider in providing the Services
            not in the ordinary course of business.

The  service  fee is based on actual  work  effort  (time and  materials),  with
appropriate percentage of FTE time designated on specific applications.

XLFS                    $4,664
XLLA                   $29,390
XLWE                   $75,805

The charges above are exclusive of any taxes and the 5.7% mark up.


III         ADDITIONAL TERMS

This support will be in force until 12/31/2006, then transitioning to XL Capital
on 1/1/2007

<PAGE>
                                     - 15 -


SCHEDULE #3

INFORMATION TECHNOLOGY (IT) SERVICES


I           DESCRIPTION OF SERVICES

A.          SCOPE

XL  Capital  Assurance  Inc.  ("Service   Provider")  will  provide  Information
Technology services to XL Global Services, Inc. ("XLGS") and, on behalf of XLGS,
to XL Capital  Investment  Partners  ("XLCIP") either through Service Provider's
own resources,  the resources of its  subsidiaries or affiliates,  as defined in
the  Master  Services  Agreement  (the  "Services   Agreement"),   dated  as  of
_______________,  by and between  Service  Provider and XLGS, or by  contracting
with other  independent  contractors,  all in accordance with Section 4.1 of the
Services Agreement.

B.          SPECIFIC SERVICES

The specific  services that Service  Provider  will provide  through XL's Shared
Service,  Corporate and Business  Management IT departments are as follows.  All
services will be provided based on the standard  service  levels  provided to XL
Group companies and XLCA will conform to XL IT Security standards.  All services
will be for those  individuals  and  equipment  resident  at 1221  Avenue of the
Americas 31st and 32nd Floors, NY, NY 10020. All work for XLCIP, Internal Audit,
Insurance, will be maintenance/supportive based around the infrastructure,  with
no new development on current or future projects.

1.          Desktop:
             o  Desktop Support
             o  Desktop MAC

2.          Help Desk:
             o  Receive and log all Incidents and Service Requests
             o  Document  the  Incident/Request  into  the  TrackIT  System  and
                categorize appropriately
             o  Provide Level 1 triage and diagnostic services
             o  Answer "how to" questions and solve issues  related to supported
                software and hardware products, utilizing remote takeover of the
                End Users' system if available
             o  Handle and route End User Service Requests
             o  Provide Level 2 and 3 resources
             o  Provide status  information to End Users who contact them either
                using the telephone or email
             o  Escalate  incidents  where  service level targets are at risk of
                being missed, or are missed
             o  Follow-up and measure  satisfaction  through  pre-agreed quality
                and satisfaction measurement methods

3.          Data Network
             o  Support of office LANs (Local Area Network)
             o  Support of Bloomberg Installations


4.          Telephony/Voice  & Video  Conferencing
             o  Configuration and Support of PBX Systems o Voice Mail
             o  Local & Long Distance provisioning
             o  Toll Free Service provisioning
             o  Video Conferencing

<PAGE>
                                     - 16 -


5.          User Access and Provisioning:
             o  Directory Services ( DHCP, WINS)
             o  Password Management

6.          Messaging & Collaboration:
             o  Domino Administration
             o  Provide  Lotus  Domino  Administrative  Functions to Support the
                Vikara Installation

7.          Data Center Operations:
             o  Monitoring Start of Day Activities
             o  Disaster Recovery
             o  Locate Servers in Data Center

8.          Application  Development,  Maintenance  & Support
             o  Provide Administrative Support for the Vikara Application itself
             o  Provide Outlook Integrator support for Vikara
             o  No other Application Development services to be provided.


Additional services may be included upon agreement of both parties.

II          SERVICE FEES

Company will pay Service Provider  semi-annually on a "cost plus" basis for each
Service as set forth herein.

The Fee will include:

     (v)    with respect to the services  being  performed and Support  Services
            being  provided  by the Service  Provider,  any  salaries,  bonuses,
            benefits,  fringe  benefits,  incentive  compensation  benefits  (if
            applicable)   payroll   taxes  or  other   applicable   taxes,   and
            depreciation/amortization   of   office   equipment   and   software
            attributed to the employee in the group (collectively, the "Employee
            Costs"),  based upon the ratio of Service Provider's estimate of the
            time spent by the employee on behalf of  XLGS/XLCIP or in connection
            with providing  Support  Services divided by the total time spent by
            the employee multiplied by the Employee Costs;

     (vi)   a mark up of 5.7% of the  aggregate  amount  calculated  pursuant to
            (i); and

     (vii)  third-party expenses, including travel and entertainment, consulting
            fees and printing costs, incurred on behalf of XLGS/XLCIP by Service
            Provider on behalf of  XLGS/XLCIP or in  connection  with  providing
            Support Services.

-----------------------------------------
Network/Telephony               $220,684
-----------------------------------------
1221 Data Center Ops              $9,792
-----------------------------------------
Help Desk Support                $29,731
-----------------------------------------
Domino Server Mgmt                $8,909
-----------------------------------------
Hardware Procurement             $89,025
-----------------------------------------


The charges above are exclusive of any taxes and the 5.7% mark up. Some of these
costs  reflect  current  headcount  at the  1221  Sixth  Avenue  (delineated  in
attachment),  New York Office of SCA.  If there is a  headcount  variance of +/-
20%, these costs will have to be recalculated.

<PAGE>
                                     - 17 -


III         ADDITIONAL TERMS

This support will be in force until 12/31/2006, then transitioning to XL Capital
on 1/1/2007.