Exhibit 10.12

  Termination Agreement to the Amended and Restated General Services Agreement


         WHEREAS,  effective  January 1, 2003,  X.L.  Global  Services,  Inc., a
Delaware  corporation,  entered  into an Amended and Restated  General  Services
Agreement (the "Agreement") with X.L. America, Inc., a Delaware corporation,  on
behalf of 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  and  discharged  and the  Terminated
                  Parties  shall not have any  further  obligations  thereunder,
                  subject to the Terminated Parties being obligated

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                  to pay X.L.  Global  Services,  Inc. 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:___________________________


                                   XL LIFE INSURANCE AND ANNUITY
                                   COMPANY

                                   By:__________________________
                                   Title:___________________________

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                                   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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