Exhibit
10.12

EXECUTION COPY

LETTER
AMENDMENT

Dated as of December
14,  2005

		
	To 	the banks,
financial institutions
and other institutional
lenders
(collectively, the ‘‘Lenders’’)
parties
to the Credit Agreement referred to
below and to
Citibank, N.A., as agent
(the
‘‘Agent’’) for the
Lenders


Ladies and Gentlemen:

We refer to the
Second Amended and Restated Credit Agreement dated as of May
25,  2005 (the ‘‘Credit
Agreement’’) among the undersigned and you.
Capitalized terms not otherwise defined in this Letter Amendment have
the same meanings as specified in the Loan Documents.

It is
hereby agreed by you and us as follows:

The Credit Agreement is,
effective as of the date of this Letter Amendment, hereby amended as
follows:

(a) The definition of
‘‘Shareholders Agreement’’ in Section 1.01
is amended in full to read as
follows:

‘‘Shareholders
Agreement’’ means the Second Amended and Restated
Shareholders Agreement dated on or about December  14,
2005 among the Borrower, DaVinci Reinsurance Ltd. and the shareholders
listed from time to time on Schedule I
thereto.

(b) Section 5.02(i) is amended in full to
read as follows:

(i) No Amendment of
Certain Documents. Not enter into or permit to exist any
amendment, modification or waiver of the Shareholders Agreement or
Organization Documents which would in any manner be materially adverse
to the interests of the
Lenders.

(c) Section 5.02(j) is amended in full to
read as follows:

(j) Dividends,
Etc. Not, and not permit its Subsidiaries to, (i) declare or pay
any dividends on any of its capital stock (other than pro rata payments
of dividends by a Subsidiary to the Borrower and such
Subsidiary's other shareholders), (ii) purchase or redeem any
capital stock of the Borrower or any Subsidiary or any warrants,
options or other rights in respect of such stock (other than the pro
rata purchase or redemption by a Subsidiary of its capital stock,
warrants, options or other rights in respect of such stock) or (iii)
set aside funds for any of the foregoing (collectively
‘‘Restricted Payments’’);
except that so long as, after giving effect to any such Restricted
Payment (A) the Debt to Capital Ratio does not exceed .20:1, (B) the
Borrower's Net Worth exceeds $300,000,000 and (C) no Default has
occurred and is continuing on the date of such declaration or payment,
(1) the Borrower may declare or pay any Restricted Payment (or set
aside funds therefor) and (2) any Subsidiary may declare or pay any
Restricted Payment (or set aside funds therefor) on a non pro rata
basis.

This Letter Amendment shall become effective as of the
date first above written when, and only when, the Agent shall have
received counterparts of this Letter Amendment executed by the
undersigned and the Required Lenders or, as to any of the Lenders,
advice satisfactory to the Agent that such Lender has executed this
Letter Amendment. This Letter Amendment is subject to the provisions of
Section 8.01 of the Credit Agreement.








On and after the effectiveness of this
Letter Amendment, each reference in the Credit Agreement to
‘‘this Agreement’’,
‘‘hereunder’’,
‘‘hereof’’ or words of like import
referring to the Credit Agreement, and each reference in the Notes and
each of the other Loan Documents to ‘‘the Credit
Agreement’’, ‘‘thereunder’’,
‘‘thereof’’ or words of like import
referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Letter Amendment.

The Credit
Agreement, the Notes and each of the other Loan Documents, as
specifically amended by this Letter Amendment, are and shall continue
to be in full force and effect and are hereby in all respects ratified
and confirmed. Without limiting the generality of the foregoing, the
Pledge Agreement and all of the Collateral described therein do and
shall continue to secure the payment of all Secured Obligations of the
Borrower under the Loan Documents, in each case as amended by this
Letter Amendment. The execution, delivery and effectiveness of this
Letter Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or the
Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.

If you agree to the terms
and provisions hereof, please evidence such agreement by executing and
returning at least two counterparts of this Letter Amendment to Susan
L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York,
New York 10022.

This Letter Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page
to this Letter Amendment by telecopier shall be effective as delivery
of a manually executed counterpart of this Letter
Amendment.

2








This Letter Amendment shall be governed by,
and construed in accordance with, the laws of the State of
New York.

Very truly
yours,

DAVINCIRE HOLDINGS
LTD.


		By /s/ John M.
Lummis    

Title: Executive Vice
President and

  Chief Financial
Officer




Agreed as of the date first above
written:

CITIBANK, N.A.,
 as Agent and
as Lender

By     /s/
illegible                                                

        Title:
Vice President

THE BANK OF N.T. BUTTERFIELD &
SON LIMITED

By  /s/ Alan
Day                                                  

        Title:
Vice President

BANK OF AMERICA,
N.A.

By  /s/ Debra
Basler                                            

        Title:
Senior Vice President

HSBC BANK USA, NATIONAL
ASSOCIATION

By  /s/ Lawrence M.
Karp                                    

        Title:
Senior Vice President

JPMORGAN CHASE BANK,
N.A.

By  /s/ Helen L.
Newcomb                                

        Title:
Vice President

MELLON BANK,
N.A.

By  /s/
illegible                                                    

        Title:
First Vice President

WACHOVIA BANK, NATIONAL
ASSOCIATION

By  /s/ William R.
Goley                                        

        Title:
Director

3