Exhibit 10.2


    Exhibit
      10.2

    


    Execution
      Text

    


    


    


    To:    
      XL
      Capital Ltd

              
X.L.
      America, Inc.

              
XL
      Insurance (Bermuda) Ltd

              
XL
      Re
      Ltd

     

              
      (the Obligors)

    


    


    Letter
      of Amendment - Letter of Credit and Reimbursement
      Agreement

    


    


    16
      May,
      2006

    


    Dear
      Sirs

    


    £500,000,000
      letter of credit and reimbursement agreement dated 14 March 2006 between the
      Obligors, the Lenders, Citibank International PLC as Agent and Security Trustee,
      Barclays Capital and Citigroup Global Markets Limited as Arrangers
(the
      Facility
      Agreement)
      

    


    We
      refer
      to the Facility Agreement.

    


    Capitalised
      terms defined in the Facility Agreement have the same meaning when used in
      this
      Letter of Amendment unless otherwise defined in this Letter of Amendment or
      where the context so requires. 

    


    	1.  	
            Amendments

          


    


    It
      is
      hereby agreed that the Facility Agreement shall be amended as follows (and
      in
      the order set out below).

    


    


    
      	 	
              (a)

            	
              The
                definition of Significant
                Subsidiary
                in
                clause 1.1 (Defined
                Terms)
                shall be amended by adding the following words immediately before
                the
                semi-colon at the end of that definition: “(but for the avoidance of doubt
                none of Security Capital Assurance Ltd or any of its subsidiaries
                shall be
                a “Significant Subsidiary” for the purposes of this Agreement).”
                

            


    

    


    
      	 	
              (b)

            	
              The
                definition of Subsidiary
                in
                clause 1.1 (Defined
                Terms)
                shall be amended as follows:

            


    

    


    (i)
      the
      full stop at the end of the first sentence shall be deleted and replaced with
      a
      semi-colon; and

    


    (ii)
      the
      following words shall be added to the end of that sentence:

    


    “provided,
      however, that for the purposes of this Agreement, neither Security Capital
      Assurance Ltd nor any of its subsidiaries shall be a “Subsidiary” of any
      Obligor.”

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              (c)

            	
              Clause
                17.14 shall be amended as follows:

            


    

    


    The
      words
“31 December, 2005” shall be deleted and replaced with “31 March,
      2006”.

    


    (d) Clause
      19.2 shall be amended by deleting the word “or” at the end of Clause 19.2(d), by
      replacing the full-stop at the end of Clause 19.2(e) with a semi-colon and
      the
      word “or”, and by adding a new clause 19.2(f) as follows:

    


    “(f) the
      disposition of Security Capital Assurance Ltd and its subsidiaries by the
      Account Party and its Subsidiaries.”

    


    (e) Schedule
      3 to the Facility Agreement is hereby deleted and replaced in its

    entirety
      with Schedule 3 attached hereto at Annex 1 to this Letter of

     

    Amendment.

    


    2. Representations
      and Warranties

    


    
      	 	
              Each
                Obligor represents and warrants
                that:

            


    

    


    	(a)  	
            it
              has full power and authority to enter into and deliver this Letter
              of
              Amendment agreement and that such execution and delivery has been duly
              authorised by all necessary corporate action of the Account Party and
              each
              other Obligor; and

          


    


    (b) the
      Representations are true in all material respects as if made on the date of
      the
      last Obligor’s countersignature of this Letter of Amendment.

    


    3. Confirmation

    


    
      	 	
              Each
                party hereto agrees that any and all references to the Facility Agreement
                in any of the Finance Documents shall be construed as references
                to the
                Facility Agreement as amended, modified or varied in accordance with
                the
                terms of this Letter of Amendment. 

            


    

    


    
      	 	
              Each
                Obligor hereby confirms that the Guaranteed Obligations as set out
                in
                Clause 16 (Guarantee
                and Indemnity)
                of the Facility Agreement extend to the Guaranteed Obligations under
                the
                Facility Agreement as amended by this Letter of Amendment, and that
                the
                terms of Clause 16, and each guarantee and indemnity given thereunder,
                shall continue in full force and
                effect.

            


    

    


    4. Costs
      and Expenses

    


    The
      Account Party shall reimburse the Agent for its reasonable costs and expenses
      together with any VAT thereon incurred directly in connection with this Letter
      of Amendment. 

    


    5. Counterparts

    


    This
      Letter of Amendment may be signed in any number of counterparts, and this has
      the same effect as if the signatures on the counterparts were on a single copy
      of the Letter of Amendment.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    6. Nature
      of the Document

    


    This
      Letter of Amendment shall be a Finance Document.

    


    7. Miscellaneous

    


    Other
      than the amendments contained in this Letter of Amendment, the Facility
      Agreement and the rights and obligations contained therein shall continue in
      full force and effect.

    


    


    
      	
              8.

            	
              Governing
                Law 

            


    

    


    
      	 	
              This
                letter is governed by English law. 

            


    

    


    Please
      confirm your agreement to the matters set out in this Letter of Amendment by
      countersigning and returning to us a copy of this Letter of
      Amendment.

    


    Yours
      faithfully,

    


    


    


    ....../s/
      Sonia Gosparini.........

    for
      and
      on behalf of 

    CITIBANK
      INTERNATIONAL PLC

    as
      Agent,
      for itself and the Lenders

    


    


    We
      agree to the above

    


    


    


    ....../s/
      Brian M. O’Hara.........

    for
      and
      on behalf of 

    XL
      CAPITAL LTD

    


    


    


    ....../s/
      Gabriel C. Carino.........

    for
      and
      on behalf of 

    X.L.
      AMERICA, INC.

    


    


    


    ....../s/
      Brian M. O’Hara............

    for
      and
      on behalf of 

    XL
      INSURANCE (BERMUDA) LTD

    


    


    


    ....../s/
      Brian M. O’Hara............

    for
      and
      on behalf of 

    XL
      RE LTD