Exhibit 10.9 

AMENDMENT TO

  SECURITY CAPITAL ASSURANCE LTD

2006 LONG TERM INCENTIVE AND SHARE AWARD PLAN

 

                         The Security Capital Assurance Ltd 2006 Long Term Incentive and Share Award
  Plan is amended, effective December 29, 2006, by adding the following Section
  5(i) thereto:

                         “(i) Directors’ Deferral.

	                         	                    (A)      Each Director may make a written irrevocable election before the
        beginning of a calendar year to defer payment of all or fifty percent
        (50%) of the cash compensation otherwise payable as his or her annual
        retainer fees for service as a Director for the calendar year. Notwithstanding
        the foregoing, a Director who is first elected or appointed to the Board
        may make a written irrevocable deferral election under this Section 5(i)
        within thirty (30) days after the date of such election or appointment
        to the Board in respect of annual retainer fees for services to be performed
        by the Director subsequent to the election. Deferral elections made hereunder
        shall remain in effect for all future calendar years until changed in
        writing, which change shall apply prospectively to the calendar year
        beginning after the date of the written change of election. Elections
        shall be made hereunder when delivered in writing to the person designated
        from time to time by the Company to receive the elections.

                           (B)      All
        compensation which a Director elects to defer pursuant to this Section
        5(i) shall be credited in the form of Share units in the name of the
        Director, and such Share units shall be considered Other Share-Based
        Awards under this Plan. Each such Share unit shall represent the right
        to receive one Share at the time set forth in Section 5(i)(D) below.
        The number of Share units so credited will be equal to the number of
        Shares having an aggregate Fair Market Value on the date the compensation
        would otherwise have been paid equal to the amount by which the Director’s
        cash compensation was reduced pursuant to the deferral election. All
        Share units credited under this Section 5(i) will be vested in full at
        all times.

                          (C)      As
        of each date on which a cash dividend is paid on Shares, there shall
        be granted to each Director a number of additional Share units (including
        fractional Share units) determined by (i) multiplying the amount of such
    dividend per Share by the number of Share units, if 

	 	 





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	                         	any, held by the Director, and (ii) dividing the total so determined
        by the Fair Market Value of a Share on the date of payment of such cash
        dividend. 

                          (D)     Shares
        subject to each Share unit shall be distributed (in the form of one Share
        for each Share unit) in a single lump sum at the time of the Director’s
        Termination of Service. In the event of a Change in Control prior to
        a Director’s Termination of Service, Shares subject to each Share unit
        shall be distributed (in the form of one Share for each Share unit) in
    a single lump sum at the time of the Change in Control.”