Exhibit 10.13

                              Termination Agreement
          to the Second Amended and Restated General Services Agreement


         WHEREAS,  effective  January 1, 2003, X. L.  America,  Inc., a Delaware
corporation,  entered  into a  Second  Amended  and  Restated  General  Services
Agreement  (the  "Agreement")  with the following  subsidiaries:  XL Reinsurance
America Inc. a New York corporation, NAC Re Corporation, a Delaware corporation,
Greenwich  Insurance  Company, a Delaware  corporation,  Indian Harbor Insurance
Company, a North Dakota  corporation,  XL Insurance Company of New York, Inc., a
New York corporation, XL Specialty Insurance Company, a Delaware corporation, XL
Capital  Assurance  Inc., a New York  corporation,  ECS,  Inc.,  a  Pennsylvania
corporation,  XL Weather & Energy Inc., XL Global, Inc., a Delaware corporation,
XL Insurance,  Inc.  (formerly known as XL Global  Insurance,  Inc.), a Delaware
corporation,  XL  Insurance  America,  Inc., a Delaware  corporation,  XL Select
Insurance Company, an Oklahoma corporation, XL Life and Annuity Holding Company,
a Delaware  corporation,  XL Life  Insurance  and Annuity  Company,  an Illinois
corporation,  XL Financial Administrative Services, Inc, a Delaware corporation,
XL Capital Investment Partners,  Inc, a Delaware  corporation,  XLCDS LLC, a New
York corporation, and XLCA Admin LLC, a New York corporation; and

         WHEREAS,  pursuant to Section Eighth of the Agreement, any party to the
Agreement has a right to terminate its  membership in the Agreement by providing
ninety (90) days prior written notice to the other parties; and

         WHEREAS,  XL  Capital  Assurance  Inc.,  XL  Financial   Administrative
Services,  Inc., XLCDS LLC and XLCA Admin LLC (the "Terminated  Parties") desire
to terminate their  memberships in the Agreement  effective upon the date of the
initial  public  offering  of the  shares of  Security  Capital  Assurance  Ltd.
("SCA"), the ultimate parent company of the Terminated Parties.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:

         1.       Due to the  uncertainty  of the  date  of the  initial  public
                  offering of the shares of SCA,  each of the parties agree that
                  the notice  requirements under Section Eighth of the Agreement
                  are hereby waived.

         2.       Each  of  the  parties   acknowledge   and  confirm  that  the
                  membership of the  Terminated  Parties in the  Agreement  will
                  terminate  effective  upon  the  date  of the  initial  public
                  offering of the shares of SCA.

         3.       Each of the parties  further  acknowledge and confirm that the
                  obligations of the  Terminated  Parties under the terms of the
                  Agreement are released

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                  and discharged  and the Terminated  Parties shall not have any
                  further  obligations  thereunder,  subject  to the  Terminated
                  Parties  being  obligated  to pay X.L.  America,  Inc. for any
                  costs and/or  expenses due and owing under the Agreement up to
                  the date of the closing of the initial public  offering of the
                  shares of SCA,  consistent  with normal and customary  billing
                  practices.

         4.       This  Agreement  may be executed  in two or more  counterparts
                  each of which shall  constitute an original,  but all of which
                  when taken together shall constitute one agreement.  Any Party
                  may  deliver  a  signed  counterpart  signature  page  of this
                  Agreement  by fax and  such  faxed  signature  pages  shall be
                  deemed to be an original for all purposes.

         5.       The terms and  conditions of this  Agreement and the rights of
                  the parties  hereunder  shall be governed by and  construed in
                  all respects in  accordance  with the laws of the State of New
                  York,  without  regard to conflicts of law that would  require
                  the application of the laws of any other jurisdiction.


         IN  WITNESS  WHEREOF,   this  Agreement  is  hereby  executed  by  duly
authorized officers of the parties hereto as of the date first above written.

                                  X. L. AMERICA, INC.


                                  By:   ___________________________
                                  Title:___________________________


                                  XL REINSURANCE AMERICA INC.


                                  By:___________________________
                                  Title:___________________________


                                  NAC RE CORPORATION


                                  By:___________________________
                                  Title:___________________________

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                                  GREENWICH INSURANCE COMPANY


                                  By:___________________________
                                  Title:___________________________


                                  INDIAN HARBOR INSURANCE COMPANY


                                  By:___________________________
                                  Title:___________________________


                                  XL INSURANCE COMPANY OF NEW YORK, INC.


                                  By:___________________________
                                  Title:___________________________


                                  XL SPECIALTY INSURANCE COMPANY


                                  By:___________________________
                                  Title:___________________________


                                  XL CAPITAL ASSURANCE INC.


                                  By:___________________________
                                  Title:___________________________


                                  ECS, INC.


                                  By:__________________________
                                  Title:___________________________

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                                  XL WEATHER & ENERGY INC.


                                  By:__________________________
                                  Title:___________________________


                                  XL GLOBAL, INC.


                                  By:__________________________
                                  Title:___________________________


                                  XL GLOBAL INSURANCE, INC.


                                  By:__________________________
                                  Title:___________________________


                                  XL INSURANCE AMERICA, INC.


                                  By:__________________________
                                  Title:___________________________


                                  XL SELECT INSURANCE COMPANY


                                  By:__________________________
                                  Title:___________________________


                                  XL LIFE AND ANNUITY HOLDING
                                  COMPANY


                                  By:__________________________
                                  Title:___________________________

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<PAGE>

                                  XL LIFE INSURANCE AND ANNUITY
                                  COMPANY

                                  By:__________________________
                                  Title:___________________________


                                  XL FINANCIAL ADMINISTRATIVE
                                  SERVICES, INC.


                                  By:__________________________
                                  Title:___________________________


                                  XL CAPITAL INVESTMENT
                                  PARTNERS, INC.


                                  By:__________________________
                                  Title:___________________________


                                  XLCDS LLC


                                  By:__________________________
                                  Title:___________________________


                                  XLCA ADMIN LLC


                                  By:__________________________
                                  Title:___________________________

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