Exhibit 4.16b

                         XL Capital Finance (Europe) Plc

January 7, 2002


 IT WAS RESOLVED:

     (A)  that the Prospectus be and is hereby approved subject to such
          modifications as may be agreed by any Director;

     (B)  that the issue of the Notes upon such terms and conditions as shall be
          contained in the Transaction Documents be approved and that such Notes
          be listed on the Luxembourg Stock Exchange;

     (C)  that the appointment of the State Street Bank and Trust Company as
          Trustee and as principal paying agent and transfer agent and registrar
          be and is hereby approved;

     (D)  that the appointment of the Deutsche Bank Luxembourg S.A. as the
          Luxembourg Listing Agent and as paying and transfer agent in respect
          of the Notes for the purpose of registering the transfer and ownership
          of the Notes be and is hereby approved;

     (F)  that the Underwriting Agreement be and is hereby approved subject to
          such modifications as may be agreed by any Director;

     (G)  the following terms and provisions which shall supplement or amend, as
          the case may be, the terms and provisions of the Base Indenture be and
          are hereby approved (said supplemented or amended, as the case may be,
          terms and provisions and the Base Indenture are hereinafter
          collectively referred to as the "Indenture" and each reference herein
          to the "Indenture" is a reference to the Base Indenture as the same is
          supplemented or amended, as the case may be, by the terms and
          provisions of these resolutions):

          (1)  The title of the Securities shall be 6.50% Senior Notes due 2012
               (capitalized terms not otherwise defined herein shall have the
               meanings given to them in the Base Indenture);

          (2)  The aggregate principal amount at maturity of the Securities
               which may be authenticated and delivered under the Indenture
               shall be $600,000,000 (except for any Securities authenticated
               and delivered upon registration of the transfer of, or in
               exchange for, or in lieu of other Securities pursuant to the
               terms of the Indenture); provided, however, that the Company from
               time to time, without giving notice to or seeking the consent of
               the Holders of the Securities, may issue additional senior notes
               having the same ranking and the same interest rate, maturity and
               other terms as the Securities, except for the issue price and the
               issue date, pursuant to the Shelf Registration Statement and any
               subsequent registration statement; any additional senior notes
               having such similar terms, together with the Securities, will
               constitute a single series of senior notes under the Indenture.
               The Securities will be issued only in fully registered form
               without coupons in


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               denominations of $1,000 and any whole multiple of $1,000.

          (3)  The principal amount of the Securities is due and payable in full
               on January 15, 2012, subject to earlier redemption as referred to
               in the Indenture.

          (4)  The Securities shall bear interest at the rate of 6.50% per annum
               (computed on the basis of a 360-day year comprised of twelve
               30-day months) from July 15, 2002 to maturity or early
               redemption; and interest will be payable semi-annually on January
               15 and July 15 of each year, commencing July 15, 2002, to the
               persons in whose name such Securities were registered at the
               close of business on the preceding January 1 or July 1 ,
               respectively. The Securities may be sold to purchasers at a
               discount to face value of 99.469% and may be sold to the Initial
               Underwriters at a discount not to exceed 0.650% in the aggregate.

          (5)  Payment of principal of, premium, if any, Additional Amounts, if
               any, and interest on the Securities will be fully guaranteed on
               an unsecured, unsubordinated basis by the Guarantor. The
               guarantee will be a direct and unconditional obligation of the
               Guarantor, ranking equally and ratably in right of payment with
               all other existing and future unsecured and unsubordinated
               obligations of the Guarantor, other than obligations preferred by
               law.

          (6)  The Securities will be redeemable, in whole at any time or in
               part from time to time, at the Company's option, at a redemption
               price equal to accrued and unpaid interest on the principal
               amount being redeemed to the redemption date plus the greater of:
               (A) 100% of the principal amount of the Securities to be
               redeemed, and (B) the sum of the present values of the remaining
               scheduled payments of principal and interest on the Securities to
               be redeemed (not including any portion of such payments of
               interest accrued to the date of redemption) discounted to the
               date of redemption on a semiannual basis (assuming a 360-day year
               consisting of twelve 30-day months) at the Treasury rate, plus 20
               basis points.

               As used in this Paragraph 6, the following terms shall have the
               respective meanings set forth below:

               "Treasury rate" means, with respect to any date of redemption,
               the rate per year equal to the semi-annual equivalent yield to
               maturity of the comparable Treasury issue, assuming a price for
               the comparable Treasury issue (expressed as a percentage of its
               principal amount) equal to the comparable Treasury price for such
               date of redemption.

               "Comparable Treasury issue" means the United States Treasury
               security selected as having a maturity comparable to the
               remaining term of the Securities to be redeemed that would be
               used, at the time of selection and under customary financial
               practice, in pricing new issues of corporate debt securities of
               comparable maturity to the remaining term of the Securities.

               "Comparable Treasury price" means, with respect to any date of
               redemption, the


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               average of the reference Treasury dealer quotations for the date
               of redemption, after excluding the highest and lowest reference
               Treasury dealer quotations, or if the Trustee obtains fewer that
               three reference Treasury dealer quotations, the average of all
               reference Treasury dealer quotations.

               "Reference Treasury dealers" means each of Salomon Smith Barney
               Inc. and J.P. Morgan Securities Inc. and their respective
               successors and any other primary Treasury dealer the Guarantor or
               the Company selects. If any of the foregoing ceases to be a
               primary U.S. government securities dealer in New York City, the
               Guarantor or the Company must substitute another primary Treasury
               dealer.

               "Reference Treasury dealer quotations" means, with respect to
               each reference Treasury dealer and any date of redemption, the
               average, as determined by the Trustee, of the bid and asked
               prices for the comparable Treasury issue (expressed in each case
               as a percentage of its principal amount) quoted in writing to the
               Trustee by the reference Treasury dealer at 5:00 p.m., New York
               City time, on the third business day before the date of
               redemption.

               Following any optional redemption, the Company will notify the
               Luxembourg Stock Exchange of the results and publish a notice in
               Luxembourg.

          (7)  Principal of and interest on the Securities shall be payable in
               accordance with Section 307 of the Base Indenture.

          (8)  The Securities shall be entitled to the benefit of each of the
               covenants in Article Ten of the Base Indenture and the following
               additional covenant (which shall be deemed to be a provision of
               the Indenture and, when referred to as a provision of the
               Indenture, shall be identified by reference to the Section number
               that is set forth immediately preceding the covenant):

                    SECTION 1010. Limitation on Liens on Stock of Designated
                    Subsidiaries. The Company and the Guarantor covenant that,
                    so long as any Securities are outstanding, the Guarantor
                    will not, nor will the Guarantor permit the Company or any
                    Designated Subsidiary to, create, assume, incur, guarantee
                    or otherwise permit to exist any indebtedness evidenced by
                    notes, debentures, bonds or similar instruments, which is
                    secured by any mortgage, pledge, lien, security interest or
                    other encumbrance upon any shares of Capital Stock of the
                    Guarantor, the Company or any Designated Subsidiary (whether
                    such shares of stock are now owned or hereafter acquired)
                    without effectively providing concurrently that the
                    Securities will be secured equally and ratably with such
                    indebtedness for at least the time period such other
                    indebtedness is so secured.

                    "Designated Subsidiary" means any present or future
                    consolidated subsidiary of the Guarantor that is a regulated
                    insurance company, the assets of which constitute at least
                    20% of the Guarantor's consolidated assets.


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          (9)  Section 501 of the Base Indenture is amended to add the following
               Sections 501(9)-(12):

               "(9) default in the payment of any Additional Amounts payable
                    with respect to interest on any Securities, when such
                    Additional Amounts become due and payable, and continuance
                    of such default for a period of 30 days;

               (10) default in the payment of any premium on any senior notes,
                    or any Additional Amounts payable with respect to any
                    principal of or premium on any Securities, when such premium
                    or Additional Amounts become due and payable either at
                    maturity, upon any redemption, by declaration of
                    acceleration or otherwise;

               (11) default by the Company or the Guarantor in the payment when
                    due of the principal or premium, if any, of any bond,
                    debenture, note or other evidence of the Company's or the
                    Guarantor's indebtedness, in each case for money borrowed,
                    or in the payment of principal or premium, if any, under any
                    mortgage, indenture, agreement or instrument under which
                    there may be issued or by which there may be secured or
                    evidenced any indebtedness of the Company or the Guarantor
                    for money borrowed, which default for payment of principal
                    or premium, if any, is in an aggregate amount exceeding
                    $50,000,000 (or its equivalent in any other currency or
                    currencies) if such default shall continue unremedied or
                    unwaived for more than 30 days after the expiration of any
                    grace period or extension of the time for payment applicable
                    thereto; and

               (12) default by the Company or the Guarantor under any instrument
                    or instruments under which there is or may be secured or
                    evidenced any of the Company's or the Guarantor's
                    indebtedness (other than the Securities) having an
                    outstanding principal amount of $50,000,000 (or its
                    equivalent in any other currency or currencies) or more,
                    individually or in the aggregate, that has caused the
                    holders thereof to declare such indebtedness to be due and
                    payable prior to its stated maturity, unless such
                    declaration has been rescinded within 30 days."

               Section 501(1) of the Base Indenture shall be amended and
          restated as follows:

                    "(1) default in the payment of any interest upon any
                    Security of that series when it becomes due and payable, and
                    continuance of such default for a period of 30 days; or"

               Section 501 of the Base Indenture is amended to add the following
          paragraph thereto:

                    "Each of the Company and the Guarantor shall deliver to the
                    Trustee, within 30 days after occurrence thereof, written
                    notice of any Event of Default or any event which, after
                    notice or lapse of time or both, would constitute an Event
                    of Default."

          (10) Section 404 of the Base Indenture shall apply to the Securities
               offered hereby, and Section 403 of the Base Indenture is amended
               to add the following Section 403(i) thereto: (i) with respect to
               defeasance, the Company and


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               Guarantor have delivered to the Trustee an Officers' Certificate
               as to solvency and the absence of intent of preferring Holders
               over the Company's or the Guarantor's other creditors.

          (11) Except as otherwise indicated, each reference herein to a
               "Paragraph" shall refer to a Paragraph hereof, and each reference
               herein to a "Section" shall refer to a Section of the Indenture.

     (H)  that any one Director be and is hereby authorised to sign the
          Transaction Documents on behalf of the Company together with any other
          documents as he/she may consider necessary, desirable or expedient in
          connection with the issue of the Notes and the listing of the Notes on
          the Luxembourg Stock Exchange; and

     (I)  that any one Director be and is hereby authorised to take any and all
          actions to effect the registration or qualification (or exemption
          therefrom) of the Notes under Blue Sky or securities laws of any of
          the states of the United States of America or foreign jurisdictions.