Exhibit 10.45


                                                           EXECUTION COUNTERPART


                   AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT


                  AMENDMENT NO. 1 dated as of September 26, 2001, between XL
CAPITAL LTD, a company incorporated under the laws of the Cayman Islands,
British West Indies ("XL CAPITAL"), X.L. AMERICA, INC., a Delaware corporation
("XL AMERICA"), XL INSURANCE LTD, a Bermuda limited liability corporation ("XL
INSURANCE"), XL EUROPE LTD, a company incorporated under the laws of Ireland
("XL EUROPE") and XL RE LTD, a Bermuda limited liability corporation ("XL RE"
and, together with XL Capital, XL America, XL Insurance and XL Europe, each a
"BORROWER" and each a "GUARANTOR" and, collectively, the "BORROWERS" and the
"GUARANTORS"; the Borrowers and the Guarantors being collectively referred to as
the "OBLIGORS"), each of the lenders that is a signatory hereto (individually, a
"LENDER" and, collectively, the "LENDERS"), and THE CHASE MANHATTAN BANK, as
administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the "ADMINISTRATIVE AGENT").

                  The Obligors, the Lenders and the Administrative Agent are
parties to a 364-Day Credit Agreement dated as of June 29, 2001 (the "CREDIT
AGREEMENT"), providing, subject to the terms and conditions thereof, for loans
to be made by said Lenders to the Borrowers in an aggregate principal amount not
exceeding $500,000,000. The Obligors, the Lenders and the Administrative Agent
wish to amend the Credit Agreement in certain respects and accordingly the
parties hereto hereby agree as follows:

                  Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.

                  Section 2. AMENDMENTS. Effective as provided in Section 4
below, the Credit Agreement is hereby amended as follows:

                  2.01. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed
to be references to the Credit Agreement as amended hereby.

                  2.02. Clause (b) of Section 4.04 is hereby amended to read in
its entirety as follows:

                  "(b) NO MATERIAL ADVERSE CHANGE. Since December 31, 2000,
         there has been no material adverse change in the assets, business,
         financial condition or operations of such Borrower and its
         Subsidiaries, taken as a whole, except for losses caused by or relating
         to or arising out of the terrorist events of September 11, 2001;
         PROVIDED, HOWEVER, that XL Capital remains in compliance with Section
         7.06."


                   AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT

<PAGE>

                  2.03. Section 7.06 of the Credit Agreement is hereby amended
to read in its entirety as follows:

                  "SECTION 7.06. CONSOLIDATED NET WORTH. XL Capital will not
permit its Consolidated Net Worth to be less than $4,250,000,000."

                  Section 3. REPRESENTATIONS AND WARRANTIES. Each Obligor hereby
represents and warrants to the Administrative Agent and the Lenders that (i) the
representations and warranties set forth in Article IV of the Credit Agreement
are, on the date hereof, true and complete as if made on the date hereof (and
after giving effect to this Amendment No. 1) and as if each reference in said
Article IV to "this Agreement" includes reference to this Amendment No. 1 and
(ii) both immediately prior to and as of the date hereof, no Default has
occurred and is continuing.

                  Section 4. CONDITIONS PRECEDENT. The amendments to the Credit
Agreement set forth in Section 2 above shall become effective, as of the date
hereof, upon the satisfaction of the following conditions precedent:

                  4.01. EXECUTION BY ALL PARTIES. This Amendment No. 1 shall
have been executed and delivered by each of the Obligors and the Required
Lenders.

                  4.02. AMENDMENT FEE. The Administrative Agent shall have
received for the account of each Lender that consents to this Amendment No. 1
(evidenced by receipt by the Administrative Agent of an executed counterpart of
this Amendment No. 1) an amendment fee in an amount equal to 0.03% of the sum of
Revolving Credit Exposures and unused Commitments of each such Lender.

                  4.03. OTHER DOCUMENTS. Receipt by the Administrative Agent of
such other documents as the Administrative Agent or special New York counsel to
Chase may reasonably request.

                  Section 5. MISCELLANEOUS. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. Nothing in
this Amendment No. 1 shall constitute a waiver of any rights and/or remedies
that the Lenders and/or the Administrative Agent may have under the Credit
Agreement and nothing contained herein shall obligate the Lenders to grant any
future waiver of any provision of the Credit Agreement. XL Capital shall pay all
reasonable expenses incurred by the Administrative Agent, including the
reasonable fees, charges and disbursements of Milbank, Tweed, Hadley & McCloy
LLP, special New York counsel to Chase, in connection with the preparation,
negotiation, execution and delivery of this Amendment No. 1. This Amendment No.
1 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.


                   AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT

<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and delivered as of the day and year first
above written.


                               X.L. AMERICA, INC.,
                               as a Borrower and a Guarantor


                               By /s/ MARTHA BANNERMAN
                                  ------------------------------------------
                                  Name:  Martha Bannerman
                                  Title: Executive Vice President & General
                                         Counsel

                               XL INSURANCE LTD,
                               as a Borrower and a Guarantor


                               By /s/ CHRIS COELHO
                                  ------------------------------------------
                                  Name:  Chris Coehlo
                                  Title: Chief Financial Officer

                               XL EUROPE LTD,
                               as a Borrower and a Guarantor


                               By /s/ FIONA MULDOON
                                  ------------------------------------------
                                  Name:  Fiona Muldoon
                                  Title: Chief Financial Officer
                                         and Company Secretary

                               XL RE LTD,
                               as a Borrower and a Guarantor


                               By /s/ HENRY C. V. KEELING
                                  ------------------------------------------
                                  Name:  Henry C. V. Keeling
                                  Title: President & Chief Executive Officer





                   AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT

<PAGE>


                  IN WITNESS WHEREOF, XL Capital has caused this Amendment No. 1
to be duly executed as a Deed by an authorized officer as of the day and year
first above written.

                               EXECUTED AS A DEED by XL CAPITAL LTD,
                               as a Borrower and a Guarantor

                               /s/ PAUL GIORDANO
                               ---------------------------------------------
                               witness

                               By /s/ MICHAEL SIESE
                                  ------------------------------------------
                                  Name:  Michael Siese
                                  Title:  Senior Vice President & Controller




















                   AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT

<PAGE>


                                  LENDERS

                                  THE CHASE MANHATTAN BANK,
                                      individually and as Administrative Agent


                                  By  /s/ HELEN L. NEWCOMB
                                     -----------------------------------------
                                     Name:  Helen L. Newcomb
                                     Title: Vice President


                                  CITIBANK, N.A.

                                  By: /s/ MICHAEL A. TAYLOR
                                     -----------------------------------------
                                     Name:  Michael A. Taylor
                                     Title: Vice President


                                  MELLON BANK, N.A.

                                  By: /s/ KARLA K. MALOOF
                                     -----------------------------------------
                                     Name:  Karla K. Maloof
                                     Title:  Vice President


                                  BANK OF AMERICA, N.A.

                                  By: /s/ DEBRA BASLER
                                     -----------------------------------------
                                     Name:  Debra Basler
                                     Title: Vice President




                   AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT

<PAGE>



                            BANK ONE, NA

                            By: /s/ GRETCHEN ROETZER
                               ---------------------------------
                               Name:  Gretchen Roetzer
                               Title: Assistant Vice President


                            BARCLAYS BANK PLC

                            By: /s/ RP JOHNSON
                               --------------------------------
                               Name:  RP Johnson
                               Title: Relationship Director

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

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


                            CREDIT LYONNAIS NEW YORK BRANCH

                            By: /s/ KEN RICCIARDI
                               --------------------------------
                               Name:  Ken Ricciardi
                               Title: VP


                            DEUTSCHE BANK AG

                            By: /s/ RUTH LEUNG
                               --------------------------------
                               Name:  Ruth Leung
                               Title: Director

                            By: /s/ CLINTON JOHNSON
                               --------------------------------
                               Name:  Clinton Johnson
                               Title: Managing Director


                            DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

                            By: /s/ JONATHAN WALLIN
                               --------------------------------
                               Name:  Jonathan Wallin
                               Title: Vice President

                            By: /s/ ERIKA WALTEB-ENGEMANN
                               --------------------------------
                               Name:  Erika Walteb-Engemann
                               Title: Director





                   AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT

<PAGE>




                               FLEET NATIONAL BANK

                               By: /s/ LAWRENCE DOWNS
                                  ---------------------------------------
                                  Name:  Lawrence Downs
                                  Title: Associate


                               LLOYDS TSB BANK PLC

                               By: /s/ MICHAEL GILLIGAN
                                  -------------------------------------------
                                 Name:  Michael Gilligan
                                 Title: Director, Financial Institutions, USA

                               By: /s/ PAUL D. BRIAMONTE
                                  -------------------------------------------
                                 Name:  Paul D. Briamonte
                                 Title: Director


                               THE BANK OF BERMUDA LIMITED

                               By: /s/ A. KERRY DAVISON
                                  -------------------------------------------
                                 Name:  A. Kerry Davidson
                                 Title: VP - Credit Manager,
                                        Corporate Cash Management

                               By: /s/ MICHAEL COLLINS
                                  -------------------------------------------
                                 Name:  Michael Collins
                                 Title: Head of Corporate Cash Management


                               ABN AMRO BANK N.V., LONDON BRANCH

                               By: /s/ DW MILLS
                                  -------------------------------------------
                                 Name: DW Mills
                                 Title:

                               By: /s/ MARTYN TAPLIN
                                  -------------------------------------------
                                 Name: Martyn Taplin
                                 Title:



                   AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
<PAGE>


                               BANCO SANTANDER CENTRAL HISPANO, S.A.

                               By: /s/ PHIL PERRY
                                  ---------------------------------------
                                  Name:  Phil Perry
                                  Title: Senior Vice President

                               By: /s/ SEN LOUIE
                                  ---------------------------------------
                                  Name:  Sen Louie
                                  Title: Assistant Vice President

                               COMERICA BANK

                               By: /s/ MARTIN G. ELLIS
                                  ---------------------------------------
                                  Name:  Martin G. Ellis
                                  Title: Vice President


                               FIRST UNION NATIONAL BANK

                               By: /s/ DANIEL J. NORTON
                                  ---------------------------------------
                                  Name:  Daniel J. Norton
                                  Title: Director


                               NATIONAL WESTMINSTER BANK PLC

                               By: /s/
                                  ---------------------------------------
                                  Name:
                                  Title:


                               STATE STREET BANK AND TRUST COMPANY

                               By: /s/ EDWARD M. ANDERSON
                                  ---------------------------------------
                                  Name:  Edward M. Anderson
                                  Title: Vice President




                   AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT