Exhibit 4.14



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
XL CAPITAL FINANCE (EUROPE) PLC, XL CAPITAL LTD OR THEIR RESPECTIVE AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     UNLESS AND UNTIL THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, TRANSFERS OF THIS GLOBAL SECURITY (AND THE
RELATED GUARANTEE) SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.



<PAGE>



                         XL CAPITAL FINANCE (EUROPE) PLC


No. __________
Principal Amount $__________

                            _____ % _______ Note due _____

                                                           CUSIP No.___________
                                                           ISIN No.____________
                                                           Common Code_________

     XL Capital Finance (Europe) plc, a public limited company organized under
the laws of England and Wales, for value received, promises to pay to Cede &
Co., or registered assigns, the principal sum of ___________ United States
Dollars (US$________) on _______________.

     Interest Payment Dates: and ______________________.

     Record Dates: and ____________________.

     Additional provisions of this Security are set forth on the other side of
this Security.



<PAGE>


     IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.


                            XL CAPITAL FINANCE (EUROPE) PLC


                            By:
                                  -------------------------------------------
                                  Name:
                                  Title:

                            By:
                                  -------------------------------------------
                                  Name:
                                  Title:

Witnessed in the presence of:


By:
         --------------------------------------------
         Name:
         Title:


Dated:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                                       ,
         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.


By:_________________________
         Authorized Signatory




<PAGE>


                                    GUARANTEE

     For value received, XL Capital Ltd hereby unconditionally and irrevocably
guarantees on an unsecured, unsubordinated basis to the holder of this Security
the payment of principal of, premium, if any, on, interest on, and Additional
Amounts, if any, in respect of the Security upon which this Guarantee is
endorsed in the amounts and at the times when due and payable whether by
declaration thereof, or otherwise, and interest on the overdue principal of,
premium, if any, Additional Amounts, if any, and interest of such Security, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture or the Securities, to the holder of such Security and the
Trustee, all in accordance with and subject to the terms and limitations of such
Security and Article Thirteen of the Indenture. This Guarantee will not become
effective until the Trustee duly executes the certificate of authentication on
this Security. This Guarantee shall be governed by and construed in accordance
with the laws of the State of New York.


     THE TERMS OF ARTICLE THIRTEEN OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.

     Capitalized terms used herein have the same meanings given in the Indenture
unless otherwise indicated.



                            [Signature page follows]

<PAGE>



     IN WITNESS WHEREOF, XL CAPITAL LTD, as Guarantor, has caused this Guarantee
to be duly executed as a deed this th day of .

The common seal of   )
XL CAPITAL LTD       )
was hereunto         )
affixed in the       )
presence of          )


By:
      --------------------------------------
      Name:
      Title:

Witness:

By:
      --------------------------------------
      Name:
      Title:


<PAGE>


                              (Reverse of Security)

                                   % Note due


1.  Interest

     XL Capital Finance (Europe) plc, a public limited company incorporated
under the laws of England and Wales (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the
"Company"), for value received, promises to pay interest on the principal amount
of this Security at the rate of % per annum. The Company shall pay interest
semiannually on __________ and ___________ of each year, commencing
____________. Interest on the Securities shall accrue from the most recent date
to which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for, from ___________ until the principal hereof is due.
Interest shall be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company shall pay interest on overdue principal at the rate
borne by the Securities, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

2.  Method of Payment

     By at least 10:00 a.m. prevailing Eastern U.S. time on the date on which
any principal of, premium, if any, Additional Amounts, if any, or interest on
any Security is due and payable, the Company shall irrevocably deposit with the
Trustee or the Paying Agent money sufficient to make such payment. The Company
shall pay interest on the Securities (except defaulted interest, which shall be
paid pursuant to Section 307 of the Indenture) to the Persons who are registered
Holders at the close of business on the January 1 or July 1 next preceding the
Interest Payment Date even if Securities are canceled after the record date and
on or before the Interest Payment Date. The Company shall pay principal,
premium, if any, Additional Amounts, if any, and interest in money of the United
States of America that at the time of payment is legal tender for payment of
public and private debts. Payments of principal, premium, if any, Additional
Amounts, if any, and interest in respect of the Securities represented by a
Global Security will be made by wire transfer of immediately available funds to
the accounts specified by The Depository Trust Company or any successor
Depository. Payments of premium, if any, Additional Amounts, if any, and
interest in respect of a certificated Security may be made at the option of the
Company by wire transfer of immediately available funds to the accounts
specified by registered Holders as of the relevant record dates or, by checks
mailed to the addresses of the registered Holders as of the relevant record
dates or at the specified offices of any Paying Agent, including our Paying
Agent in Luxembourg. Payment of principal in respect of a certificated Security
will only be made against presentation


<PAGE>


and, provided that payment is made in full, surrender of the appropriate
certificate at the specified offices of any Paying Agent, including our Paying
Agent in Luxembourg.

3.  Paying Agent and Registrar

     Initially, _____________, a _____________ trust company (the "Trustee"),
will act as Paying Agent and Registrar, and, and if the Securities are listed on
the Luxembourg Stock Exchange, the Company will maintain a transfer and paying
agent in Luxembourg, which initially will be __________. The Company or the
Guarantor may appoint and change any Paying Agent or Registrar without notice,
except that appointments relating to and changes in the Luxembourg transfer and
paying agent will be notified in a newspaper with general circulation in
Luxembourg. The Company may act as Paying Agent or Registrar.

4.  Indenture

     The Company issued the Securities under an Indenture dated as of
__________, ____, among the Company, the Guarantor and the Trustee, as
supplemented by authorizing resolutions relating to the Securities, which
collectively constitutes the indenture governing the Securities (the
"Indenture") . The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the
Indenture (the "TIA"). The Securities are subject to all terms and provisions of
the Indenture, and Holders are referred to the Indenture and the TIA for a
statement of such terms and provisions. This security is one of a series of
securities designated as the ____% ______ Note _____ due _________ of the
Company (the "Securities"). Capitalized terms used herein have the same meanings
given in the Indenture unless otherwise indicated.

     The aggregate principal amount at maturity of the Securities which may be
authenticated and delivered under the Indenture shall be $_________ (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 a registration statement (File No.________) and any
subsequent registration statement; any additional senior notes having such
similar terms, together with the Securities, will constitute a single series of
securities under the Indenture.

     The Indenture imposes certain limitations on the ability of each of the
Company, the Guarantor and the Designated Subsidiaries to, among other things,
create or incur Liens. The Indenture also imposes limitations on the ability of
each of the Company and the


<PAGE>


Guarantor to consolidate or amalgamate with or merge into any other Person or
convey, transfer, sell or lease its property substantially as an entirety to any
Person.

5.  Guarantee

     To guarantee the due and punctual payment of the principal, premium, if
any, Additional Amounts, if any, and interest, in respect of the Securities and
all other amounts payable by the Company under the Indenture and the Securities
when due and payable, whether by declaration thereof or otherwise, according to
the terms of the Securities, the Guarantee and the Indenture, the Guarantor has
unconditionally and irrevocably guaranteed the Securities on an unsecured,
unsubordinated basis all in accordance with and subject to the terms and
limitations of the Securities, the Guarantee and Article Thirteen of the
Indenture.

6.  Optional Redemption

     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
____ basis points.

     If less than all of the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee, by such method as
the Trustee in its sole discretion deems to be fair and appropriate.

     As used in this Section 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


<PAGE>


     Securities.

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

     The Company and the Registrar will not be required to (1) register the
transfer of or exchange the Securities during a period beginning at the opening
of business 15 days before the day of mailing of a notice of redemption of any
Securities as described in Section 8 and ending at the close of business on the
day of such mailing or (2) register the transfer of or exchange any Security
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

7.  Sinking Fund

     The Securities will not be entitled to the benefit of any mandatory
redemption or sinking fund.

8.  Notice of Redemption

     Notice of redemption will be mailed by first-class mail, postage prepaid,
at least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at such Holder's registered address.
Securities in denominations larger than $1,000 may be redeemed in part but only
in whole multiples of $1,000. If money suffi-


<PAGE>


cient to pay the Redemption Price of and accrued and unpaid interest, including
premium, if any, and Additional Amounts, if any, on all Securities (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying
Agent on or before the Redemption Date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption. Following any redemption the
Company will notify the Luxembourg Stock Exchange and publish a notice in
Luxembourg.

9.  Denominations; Transfer; Exchange

     The Securities are in fully registered form without coupons in
denominations of $1,000 and any whole multiple of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. Upon any transfer or
exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents. No service
charge shall be made for any registration of transfer or exchange, but the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith permitted by the
Indenture.

10.  Persons Deemed Owners

     Except as provided in Section 2 hereof, the registered Holder of this
Security may be treated as the owner of it for all purposes.

11.  Discharge and Defeasance

     Subject to certain conditions and limitations set forth in the Indenture,
the Company and the Guarantor may terminate some of or all its obligations under
the Securities, the Guarantee and the Indenture if the Company or the Guarantor
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of, premium, if any, Additional Amounts, if any, and interest, on,
the Securities to redemption or maturity, as the case may be.

12.  Amendment, Waiver

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
and the terms of the Securities and the Guarantee may be amended with the
written consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding securities of all series Outstanding under
the Indenture to be affected thereby (taken together as one class) and (ii) any
default may be waived with the written consent of the Holders of at least a
majority in principal amount of the Outstanding Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the
Company, the Guarantor and the Trustee may amend the Indenture or the
Securities, so long as such changes do not materially


<PAGE>


and adversely affect the interests of the Holder, (a) to cure any ambiguity,
omission, defect or inconsistency; (b) to make any change that does not
adversely affect the rights of any Holder in any material respect; (c) to
provide for successors to the Company and the Guarantor; (d) to provide any
security for or additional guarantees of the Securities; (e) to add Events of
Default with respect to the Securities; (f) to add additional covenants or to
surrender any right or power conferred upon the Company and the Guarantor by the
Indenture; (g) to comply with the requirements of the Commission in order to
effect or maintain the qualification of the Indenture under the TIA; (h) to
provide for uncertificated Securities in addition to or in place of certificated
Securities and Guarantees or to provide for bearer Securities and Guarantees;
(i) to make any change to permit the issuance of bearer Securities, registrable
or not registrable as to principal, and with or without interest coupons; (j) to
change or eliminate any of the provisions of the Indenture, provided that such
change or elimination shall become effective only when there are no securities
of a prior series outstanding that are entitled to the benefit of such
provision; (k) to establish the form or terms of securities as permitted by the
Indenture; and (l) to evidence and provide for the acceptance of appointment
under the Indenture by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts under the Indenture by more than one Trustee, pursuant to the Indenture.

13.  Defaults and Remedies

     If an Event of Default, other than an Event of Default described in Section
501(5) or 501(6) of the Indenture, with respect to the Securities shall have
occurred and be continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Securities then outstanding, by notice in
writing to the Company and the Guarantor (and to the Trustee if given by the
Holders of the Securities), will be entitled to declare all unpaid principal of
and accrued interest and Additional Amounts on the Securities then outstanding
to be due and payable immediately. In the case of an Event of Default described
in Section 501(5) or 501(6) of the Indenture, all unpaid principal of and
accrued interest and Additional Amounts on all Securities then outstanding shall
be due and payable immediately without any declaration or other act on the part
of the Trustee or the Holders of any Securities. Such declaration of
acceleration may be annulled and past defaults (except, unless theretofore
cured, a default in payment of principal of, premium, if any, interest on or
Additional Amounts on the Securities) may be waived by the Holders of a majority
in principal amount of the Securities then outstanding upon the conditions
provided in the Indenture.

14.  Trustee Dealings with the Company and the Guarantor

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company, the Guarantor


<PAGE>

or their Affiliates and, subject to the Indenture, may otherwise deal with the
Company, the Guarantor with the same rights it would have if it were not
Trustee.

15.  No Recourse Against Others

     An incorporator, shareholder, officer or director, as such, of the Company
or the Guarantor shall not have any liability for any obligations, covenants or
agreements of the Company or the Guarantor under the Securities, the Guarantee
or the Indenture or for any claim based thereon or otherwise in respect thereof.
By accepting a Security, each Holder expressly waives and releases all such
liability. The waiver and release are a condition of, and part of the
consideration for, the execution of the Indenture and the issuance of the
Securities and the Guarantee.

16.  Authentication

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

17.  Abbreviations

     Customary abbreviations may be used in the name of a Holder or an assignee,
such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
TEN (=joint tenants with rights of survivorship and not as tenants in common),
CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

18.  Governing Law

     THE INDENTURE, THIS SECURITY AND THE GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

19.  CUSIP Number, ISIN and Common Code

     The Company and the Guarantor have caused the CUSIP number, ISIN and common
code to be printed on this Security and have directed the Trustee to use the
CUSIP number, ISIN and common code in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as
printed on this Security or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed thereon.


<PAGE>

     The Company will furnish to any Holder of Securities upon written request
and without charge to the Holder a copy of the Indenture and a copy of this
Security.



<PAGE>


                                 ASSIGNMENT FORM


To assign this Security, fill in the form below:

I or we assign and transfer this Security to

         -----------------------------------------------------------------------
         (Print or type assignee's name, address and zip code)

         -----------------------------------------------------------------------
         (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint _________________________ agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.


------------------------------------------------------------

Date: ________________ Your Signature: _____________________


---------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.



<PAGE>


              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


     The initial principal amount of this Global Security is $_________. The
following increases or decreases in this Global Security have been made:


<TABLE>
<CAPTION>
                                                                       Principal amount of
                         Amount of decrease     Amount of increase     this Global Security   Signature of
                         in Principal  Amount   in Principal Amount    following such         authorized signatory
Date of                  of this Global         of this Global         decrease or            of Trustee or
Exchange                 Security               Security               increase               Securities Custodian
                         ------------------     --------------------   -------------------    --------------------

<S>                      <C>                    <C>                    <C>                    <C>




</TABLE>