Exhibit 10.32

               AMENDMENT AND TERMINATION OF REINSURANCE GUARANTEE
                                   AGREEMENT


THIS  AMENDMENT  AND  TERMINATION  OF  REINSURANCE   GUARANTEE  AGREEMENT  (this
"Agreement") is made as of [date]

BETWEEN:

(1)      XL INSURANCE (BERMUDA) LTD, a Bermuda insurance company, ("XLI")

AND:

(2)      XL CAPITAL  ASSURANCE  INC., a New York  domiciled  financial  guaranty
         insurance company; ("XLCA")

AND:

(3)      XL FINANCIAL  ASSURANCE LTD., a Bermuda  domiciled  financial  guaranty
         reinsurance company; ("XLFA")


WHEREAS:

A.       XLI issued a reinsurance  agreement  guarantee  dated as of May 1, 2004
         (the "XLI  Guarantee")  of XLFA's  obligations  to XLCA  pursuant  to a
         Second Amended and Restated  Facultative Quota Share Reinsurance Treaty
         dated as of May 1, 2004 between XLFA and XLCA,  as amended by the First
         Amendment to the Second  Amended and Restated  Facultative  Quota Share
         Reinsurance  Treaty  dated  December  1,  2004  (the  "Original  Fac QS
         Treaty");

B.       XLCA  and  XLFA  have  entered  into  a  Third   Amended  and  Restated
         Facultative  Quota Share  Reinsurance  Treaty dated as of July 1, 2006,
         attached hereto as Exhibit A (the "Amended Fac QS Treaty");

C.       XLI  wishes to  terminate  the XLI  Guarantee  with  respect to any new
         Policies  ceded by XLCA to XLFA  pursuant  to the Amended Fac QS Treaty
         effective as at the closing date of an initial  public  offering of the
         shares of Security Capital  Assurance Ltd, the direct parent company of
         XLFA and XLCA ("SCA IPO");

D.       XLCA and XLFA agree to the termination of the XLI Guarantee solely with
         respect to any such new Policies  being ceded by XLCA to XLFA  pursuant
         to the Amended Fac QS Treaty as at the date of the SCA IPO; and

E.       XLI agrees that it will continue to guarantee the  obligations  of XLFA
         pursuant to the terms of the XLI  Guarantee  of any  existing  Policies
         which have been ceded by XLCA to XLFA  pursuant  to the  Amended Fac QS
         Treaty prior to the date of the SCA IPO.

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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.       Except as otherwise  defined in this  Agreement,  terms  defined in the
         Amended Fac QS Treaty used herein are defined therein.

2.       Each of the  parties  hereto  agree  that the XLI  guarantee  is hereby
         terminated and cancelled  solely with respect to any new Policies ceded
         by XLCA to XLFA  pursuant to the Amended Fac QS Treaty on and after the
         closing date of the SCA IPO.

3.       Each of the parties acknowledges and agrees that the obligations of XLI
         under the terms of the XLI  Guarantee  for the Policies  referred to in
         paragraph two above are hereby  released and  discharged  and XLI shall
         have no further obligations thereunder.

4.       Each of the parties further  acknowledges  and agrees that the terms of
         the XLI guarantee shall remain in full force and effect with respect to
         any existing Policies ceded by XLCA to XLFA pursuant to the Amended Fac
         QS Treaty prior to the closing date of the SCA IPO.

5.       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.

6.       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.


Executed and delivered by the parties hereto as of the date first above written.


Signed for and on behalf of XL INSURANCE (BERMUDA) LTD

By:___________________

Title:




Signed for and on behalf of XL FINANCIAL ASSURANCE LTD.

By:___________________

Title:

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Signed for and on behalf of XL CAPITAL ASSURANCE INC.

By:___________________

Title:


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                                    Exhibit A

      Third Amended and Restated Facultative Quota Share Reinsurance Treaty