Exhibit 10.6


November 8,
2006


Private &
Confidential


Mr. Claude L.
LeBlanc

XL Capital Ltd


Dear Claude,


                    We
are pleased to confirm effective on or about November 1, 2006 (but not later
than November 16) your transfer to the position of Executive Vice President,
Corporate Development & Strategy, Security Capital Assurance Ltd (SCA or
the “Company”) reporting to Paul Giordano, CEO of SCA. Accordingly: 


	
 

	
 


	
 

	
1. Position
  & Responsibilities:
  The basic functions of
  this position, although not exclusively, are (i) working with senior
  management to develop the company’s corporate strategy, (ii) overseeing all
  corporate development activities, (iii) overseeing capital management and
  pricing model development, (iv) managing rating agency relations, (v)
  assuming such other reasonably related responsibilities as provided by the
  CEO in his discretion and (vi) serving as a member of the Executive
  Committee.


	
 

	
 


	
 

	
2. Salary
  and Bonus: Your
  base annualized salary will increase to (USD) $300,000 (“Base Salary”), and
  current benefits and perquisites associated with your grade will remain the
  same. In addition, your target bonus will increase to 70% (“Target Bonus”) of
  your Base Salary and your potential long term incentive award opportunity
  will be targeted at 75% of your total cash (base plus bonus) compensation. As
  long as you continue to be based in Bermuda, you are entitled to receive a
  housing allowance. The value of your housing allowance will be $11,000 per
  month.


	
 

	
 


	
 

	
3. Minimum
  Employment Period: SCA will employ you on the terms herein,
  together with SCA’s other policies and terms of employment applicable to you,
  for a minimum period of two years from your commencement date (the “Minimum
  Employment Period”). Thereafter, you will be an employee on the same terms
  and conditions applicable to similarly situated Bermuda-based executives.
  Although there is no intention to diminish your benefits after such two-year
  period, no assurance can be given that benefits for similarly situated
  Bermuda-based executives, as a class, will not be modified or reduced in the
  future except as specifically provided for with respect to the housing
  allowance. The foregoing should not be construed as a guarantee of future
  payment of any bonus, LTI or other variable compensation.


	
 

	
 


	
 

	
4. Guaranteed
  Bonus for 2006/Sign-on Bonus: For the 2006 Plan year, you are guaranteed to receive a
  full-year’s cash bonus at a minimum of $150,000 (excluding the signing bonus)
  paid to you at the time that bonuses are customarily paid, provided that you
  remain otherwise eligible to receive such award under the terms of the SCA
  Annual Incentive Plan, i.e. that you are an employee in good standing on the
  date that such bonus is paid. SCA will have sole responsibility for payment
  of such bonus and will not pro-rate it, or offset it by other bonuses and
  benefits paid or payable, for the 2006 performance year. In addition, you











	
 

	
 


	
 

	
will receive
  a one time signing bonus of $75,000 payable within one month of your transfer
  date. Should you leave SCA within the first year (prior to November 1, 2007)
  of your transfer, you will be required to repay this signing bonus.


	
 

	
 


	
 

	
5. Long
  Term Incentive Award:
  In the quarter immediately following the commencement date of your employment
  with SCA, (expected to be January 2007), the Company shall recommend to the
  Board of Directors that you receive an equity award valued at $125,000, in
  the form of restricted stock. Such award shall vest and otherwise be subject
  to the terms and conditions set forth in the SCA Long Term Incentive Plan. In
  addition, at the time the Company regularly grants annual long term incentive
  awards to executives in 2007 based upon such executives’ 2006 service, you
  will be eligible for a full-year’s long term incentive award, as determined
  by the SCA Compensation Committee, and such award will not be pro-rated.


	
 

	
 


	
 

	
6. Severance
  Provisions Upon Certain Termination Events: In the event your employment is terminated by the Company
  by reason of (i) reduction in force, (ii) reorganization, (iii) position elimination
  or (iv) by reason of your Death in service or due to Disability (as
  determined pursuant to the Company’s Long-Term Disability Plan), within the
  minimum employment period, you shall receive: (i) your Base Salary accrued
  but not yet paid through your date of separation paid in accordance with the
  Company’s payroll practices in effect at the time, (ii) provided you sign a
  waiver and release of employment claims acceptable to the Company, a lump sum
  payment equal to your Base Salary for the then remaining portion of the
  Minimum Employment Period, (iii) any annual bonus earned by you under the AIP
  but not yet paid to you, (iv) a bonus for the year in which your termination
  occurs at your target award level pro-rated for the time you actually worked
  during the year, (v) rights with respect to equity securities of the Company,
  including any restricted stock or other securities, held by you, or rights to
  any cash-based long term incentives, as determined in accordance with the
  terms thereof or the applicable plan, and (vi) any rights to accrued benefits
  at the time of your separation from employment under any Company benefit plan
  or program including vacation time accrued but not yet taken. The latter
  payment will not be subject to your signing a waiver and release of claims.


	
 

	
 


	
 

	
For the
  avoidance of doubt, your voluntary resignation from the Company during the
  Minimum Employment Period does not entitle you to severance payments
  hereunder.





The above
constitutes your Amendment to Statement of Employment in accordance with the
Employment Act 2000. To acknowledge this transfer, please return a signed copy
of this document to Human Resources for your personnel file.


We wish you
the best in your career with SCA.


Yours
sincerely,


/s/ Sheila
I.L. Hendrickson


Sheila I.L.
Hendrickson

Assistant Vice President, Recruitment Specialist

XL Services (Bermuda) Ltd






cc: Paul S.
Giordano


	
 

	
 

	
 

	
 

	
 


	
Acceptance:

	
/s/ Claude L. LeBlanc

	
 

	
Date:

	
November 8, 2006


	
 

	


	
 

	
 

	
 


	
 

	
Claude L.
  LeBlanc