Exhibit 10.42

                              AMENDED AND RESTATED
                           GENERAL SERVICES AGREEMENT


                  Amended and  Restated General  Services  Agreement dated as of
[        ],  2006  by  and  between  XL  Capital  Assurance  Inc.,  a  New  York
corporation ("XLCA"), and XL Financial  Administrative Services Inc., a Delaware
corporation, ("XLFAS").

                              W I T N E S S E T H:
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                  WHEREAS,  XLCA and XLFAS  are  parties  to a General  Services
Agreement  dated  January  28,  2002,and  effective  as of January  1,  2002(the
"Original Agreement");

                  WHEREAS,  the parties  hereto  desire to amend and restate the
Original  Agreement  in the  manner,  and on the  terms  and  conditions  herein
provided;

                  NOW,  THEREFORE,  in  consideration  of the premises and other
good and  continuing  relationships  between  the parties  hereto,  it is hereby
agreed as follows:

                  FIRST: XLFAS hereby agrees to provide, and XLCA hereby accepts
certain general services as described in Exhibit A.

                  SECOND:  In consideration of the services provided pursuant to
paragraph  FIRST  above,  XLCA  hereby  agrees to pay XLFAS on a cost  basis all
in-house  and  out-of-pocket  third  party  costs  and fees  incurred  by XLFAS,
allocable to the general  services used by it in accordance with this Agreement.
The  allocation of charges and credits shall be made pursuant to the  allocation
methodology  and the  definitions  contained in Exhibit A and New York Insurance
Department  Regulation No. 30, and a report  covering all the items and incurred
charges  and/or  credits will be furnished  monthly with the final payment being
remitted within fifteen days upon receipt of such monthly report.

                  THIRD:  This  Agreement  and  Exhibit  A are  subject  to  the
non-disapproval of the Insurance Department of the State of New York pursuant to
Section  1505(D) of the New York  Insurance  Law, and such terms and  conditions
hereof as may be required by the New York Insurance  Department to be altered or
amended  shall be deemed  acceptable to the parties  hereto,  to the extent same
shall not change the substance and intent of this Agreement.

                  FOURTH:  XLFAS and XLCA and their  respective  duly authorized
representatives  shall, at all reasonable times, each be permitted access to all
relevant  books and records of the other  pertaining to charges  allocated to or
made pursuant to the provisions of this  Agreement or this Agreement  generally.
It is  understood  that all  books,  accounting  information  and other  records
regarding  the  business  affairs of XLCA  which are  processed  and  maintained
pursuant to this Agreement or otherwise shall be the sole and exclusive property
of XLCA.

<PAGE>

                  FIFTH:  Notwithstanding  any other provision of this Agreement
to the contrary, it is understood that the business and affairs of XLCA shall be
managed by its Board of Directors,  and, to the extent  delegated by such board,
by its appropriately designated officers. The Board of Directors and officers of
XLFAS shall not have any  management  prerogatives  with respect to the business
affairs and operations of XLCA.

                  SIXTH: All  underwriting and claims services  provided to XLCA
are to be based upon the written  criteria,  standards  and  guidelines of XLCA.
XLCA shall have the ultimate and final authority over the underwriting decisions
with respect to the acceptance,  rejection and cancellation of any risks as well
as the ultimate and final  authority  regarding  the payment or  non-payment  of
claims.

                  SEVENTH:  Any  dispute  or other  matter in  question  arising
between the parties out of or relating to the  interpretation,  performance,  or
breach  of  this  Agreement,   whether  such  dispute  arises  before  or  after
termination of this Agreement,  shall be settled by arbitration under Article 75
of New York Civil Practice Law and Rules.  Arbitration shall be initiated by the
delivery of a written notice of demand for arbitration by one party to the other
within a reasonable time after the dispute has arisen.

                  Each party shall appoint an individual as arbitrator,  and the
two so appointed shall then appoint a third arbitrator.  If either party refuses
or  neglects to appoint an  arbitrator  within  sixty days,  the other party may
appoint the second  arbitrator.  If the two  arbitrators do not agree on a third
arbitrator within sixty days of their appointment, each of the arbitrators shall
nominate  three  individuals.  Each  arbitrator  shall then  decline  two of the
nominations  presented by the other arbitrator.  The third arbitrator shall then
be chosen from the remaining two  nominations by drawing lots.  The  arbitrators
shall be active or retired officers of insurance or reinsurance  companies;  the
arbitrators  shall not have personal or financial  interest in the result of the
arbitration.

                  The  arbitration  hearings  shall be held in the  State of New
York.  Each party shall submit its case to the  arbitrators  within a reasonable
time  after the  selection  of the third  arbitrator  or as may be agreed by the
arbitrators. The arbitrators shall not be obliged to follow judicial formalities
or the rules of the evidence  except to the extent  required by  governing  law;
they shall make their  decisions  according  to the  practice  of the  insurance
business.  The decision rendered by a majority of the arbitrators shall be final
and binding on both parties. Such decision shall be a condition precedent to any
right of legal action arising out of the  arbitrated  dispute which either party
may have against the other.  Judgment upon the award  rendered may be entered in
any court having jurisdiction thereof.

                  Each  party  shall  pay  the  fee  and  expenses  of  its  own
arbitrator  and  one-half of the fee and expenses of the third  arbitrator.  All
other expenses of the arbitration shall be equally divided between the parties.

                  EIGHTH:  This  Agreement may be terminated by any party hereto
by sixty (60) days prior written notice to the other party.

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<PAGE>

                  NINTH:  This  Agreement  shall not be amended  except with the
written consent of the parties hereto.

                  TENTH: This Agreement shall be construed and enforced with the
laws of the State of New York.

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<PAGE>

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




                                      XL Financial Administrative Services Inc.


                                      By:__________________________






                                       XL Capital Assurance Inc.



                                       By:___________________________





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<PAGE>

                                    EXHIBIT A


          EXPENSE DESCRIPTION                             ALLOCATION METHOD

SURVEYS AND UNDERWRITING EXPENSES:

XLCA'S underwriting expense.                      Direct or Special Studies

AUDIT OF INSURED'S RECORDS:

XLCA'S audit expense.                             Direct or Special Studies

SALARIES AND BENEFITS:

XLCA's proportion of XLFAS's salary,              Direct or Special Studies
bonus and related recruitment expense.

PAYROLL TAXES:

XLCA's proportion of XLFAS's payroll expense.     Direct or Special Studies.

EMPLOYEE WELFARE AND BENEFITS:

XLCA's proportion of XLFAS's direct               Direct or Special Studies
billed benefit expense from
participation's in XL America, Inc's
programs or any successor programs for
SCA Holdings US Inc.

PENSIONS:

XLCA's proportion of XLFAS's direct               Direct or Special Studies
billed expense from participating in SCA
Holdings US Inc. Employee Savings Plan
and the SCA Holdings US Inc. Deferred
Compensation Plan.

TRAVEL AND EXPENSE:

XLCA's proportion of XLFAS's                      Direct or Special Studies
out-of-pocket travel and entertainment
expense.

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<PAGE>

OFFICE OVERHEAD AND EXPENSE

INSURANCE:
XLCA's proportion of XLFAS`s allocation           Direct or Special Studies
of SCA Holdings US Inc. corporate
insurance coverage

RENT AND RENT ITEMS:
XLCA's proportion of XLFAS's rent and             Direct or Overhead on Salaries
other occupancy expense.

EQUIPMENT:
XLCA's proportion of XLFAS's leasehold            Direct or Overhead on Salaries
improvement, furniture and equipment
depreciation, related finance carrying
charges, maintenance and software
expense.

PRINTING AND STATIONERY:
XLCA's printing and its proportion of             Direct or Special Studies
XLFAS's printing and stationary expense
(i.e., forms etc).

POSTAGE, TELEPHONE AND TELEGRAPH EXCHANGE AND
EXPRESS:
XLCA's proportion of XLFAS's postage,             Direct or Special Studies
telephone, express mail and messenger
expense

LEGAL AND AUDITING:

XLCA's legal and accounting professional          Direct or Special Studies
fees and its proportion of XLFAS's
professional fees that benefit both XLCA
and XLFAS.

MISCELLANEOUS:

XLCA's proportion of other XLFAS                  Direct or Special Studies
expenses not specifically enumerated or
reflected in the above categories that
benefit its operations.

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