Exhibit 10.3

                              Termination Agreement
                                     to the
                 Fifth Amended Tax Sharing and Payment Agreement
                                     and the
           New York Addendum to the Tax Sharing and Payment Agreement


         WHEREAS,  effective  April 1, 2004,  X. L.  America,  Inc.,  a Delaware
corporation  ("XLA"),  entered  into a Fifth  Amended  Tax  Sharing  and Payment
Agreement  (the  "Agreement")  with the following  subsidiaries:  XL Reinsurance
America Inc., a New York domiciled  insurer,  XL Specialty  Insurance Company, a
Delaware domiciled  insurer,  XL Insurance Company of New York, Inc., a New York
domiciled  insurer,  Indian Harbor Insurance  Company,  a North Dakota domiciled
insurer, Greenwich Insurance Company, a Delaware domiciled insurer, XL Insurance
America,  Inc., a Delaware  domiciled insurer,  XL Select Insurance Company,  an
Oklahoma  domiciled  insurer,  XL Capital  Assurance  Inc., a New York domiciled
insurer, NAC Re Corporation,  a Delaware  corporation,  Global Credit Analytics,
Inc., a Delaware corporation,  ECS, Inc., a Pennsylvania corporation,  ECS Child
Care Center,  Inc., a  Pennsylvania  corporation,  XL Global  Services,  Inc., a
Delaware corporation,  Intercargo  Corporation,  a Delaware corporation,  NAC Re
Financial Services,  Inc., a Delaware  corporation,  XL Global, Inc., a Delaware
corporation,  XL Insurance,  Inc., a Delaware  corporation,  XL Weather & Energy
Inc., a Delaware corporation,  Warranty Support Services LLC, a Delaware limited
liability company, XL Life and Annuity Holding Company, a Delaware  corporation,
XL Life  Insurance  and Annuity  Company,  an  Illinois  domiciled  insurer,  XL
Financial  Administrative  Services,  Inc., a Delaware  corporation,  XL Capital
Investment  Partners,  Inc.,  a  Delaware  corporation,  XLCDS  LLC,  a New York
corporation,  XLCA  ADMIN  LLC,  a New York  corporation,  XL  Lloyds  Insurance
Company,  a Texas  domiciled  insurer,  XL  Management  Services,  LLC,  a Texas
corporation,  XL Financial Solutions, LLC, a Delaware limited liability company,
and XL Investment  Management  (USA) LLC, a Delaware limited  liability  company
(collectively, the "Affiliated Group"); 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
sale of these  companies out of the Affiliated  group in which XLA is the parent
corporation  in  preparation  of the  initial  public  offering of the shares of
Security  Capital  Assurance Ltd.  ("SCA"),  the ultimate  parent company of the
Terminated Parties; and

         WHEREAS,  effective upon the date of the sale of these companies out of
the  Affiliated  Group in which XLA is the parent  corporation in preparation of
the initial public offering of the shares of SCA, the Terminated Parties will no
longer  be  subsidiaries  of  X.L.  America,  Inc.,  and the  membership  of the
Terminated  Parties in the  Affiliated  Group shall cease,  in  accordance  with
Article VIII and Article XI of the Agreement.

                                       1
<PAGE>

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.       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  sale  of  these
                  companies  out of the  Affiliated  Group in  which  XLA is the
                  parent  corporation  in  preparation  of  the  initial  public
                  offering of the shares of SCA.

         2.       Each of the parties  further  acknowledge  and confirm that in
                  accordance with Article VIII of the Agreement,  the membership
                  of the Terminated  Parties in the Affiliated Group shall cease
                  effective upon the date of the sale of these  companies out of
                  the Affiliated Group in which XLA is the parent corporation in
                  preparation  of the initial  public  offering of the shares of
                  SCA, in accordance with Article VIII of the Agreement.

         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 to furnish
                  to  XLA.  all  necessary  and   appropriate   payments  and/or
                  documentation  consistent with the terms and conditions of the
                  Agreement.

         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.

                                       2
<PAGE>

         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:________________________________


                                       XL SPECIALTY INSURANCE COMPANY

                                        By:________________________________
                                       Title:________________________________


                                       XL INSURANCE COMPANY OF NEW YORK, INC.

                                       By:________________________________
                                       Title:________________________________


                                       INDIAN HARBOR INSURANCE
                                       COMPANY

                                       By:________________________________
                                       Title:________________________________


                                       GREENWICH INSURANCE COMPANY

                                       By:________________________________
                                       Title:________________________________


                                       3
<PAGE>

                                       XL CAPITAL ASSURANCE INC.

                                       By:________________________________
                                       Title:________________________________


                                       NAC RE CORPORATION

                                       By:_________________________________
                                       Title: ________________________________


                                       GLOBAL CREDIT ANALYTICS, INC.

                                       By:________________________________
                                       Title:________________________________


                                       ECS, INC.

                                       By:________________________________
                                       Title:________________________________


                                       ECS CHILD CARE CENTER, INC.

                                       By:________________________________
                                       Title:________________________________


                                       X.L. GLOBAL SERVICES, INC.

                                       By:________________________________
                                       Title:________________________________

                                       INTERCARGO CORPORATION

                                       By:________________________________
                                       Title:________________________________


                                       NAC RE FINANCIAL SERVICES, INC.

                                       By:________________________________
                                       Title:________________________________

                                       4
<PAGE>

                                       XL INSURANCE, INC.

                                       By:________________________________
                                       Title:________________________________


                                       XL GLOBAL, INC.

                                       By:________________________________
                                       Title:________________________________


                                       XL WEATHER AND ENERGY INC.

                                       By:________________________________
                                       Title:________________________________


                                       WARRANTY SUPPORT SERVICES LLC

                                       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:________________________________

                                       5
<PAGE>

                                       XL FINANCIAL ADMINISTRATIVE
                                       SERVICES, INC.

                                       By:________________________________
                                       Title:________________________________


                                       XL CAPITAL INVESTMENT PARTNERS,
                                       INC.

                                       By:________________________________
                                       Title:________________________________





                                       XLCDS LLC

                                       By:________________________________
                                       Title:______________________________


                                       XLCA ADMIN LLC

                                       By:________________________________
                                       Title:________________________________


                                       XL LLOYDS INSURANCE COMPANY

                                       By:________________________________
                                       Title:________________________________


                                       XL MANAGEMENT SERVICES, LLC

                                       By:________________________________
                                       Title:________________________________


                                       XL FINANCIAL SOLUTIONS, LLC

                                       By:________________________________
                                       Title:________________________________

                                       6
<PAGE>

                                       XL INVESTMENT MANAGEMENT (USA)
                                       LLC

                                       By:________________________________
                                       Title:________________________________

                                       7