EXHIBIT 10.28

           AMENDMENT NO. 1 TO EXCESS OF LOSS REINSURANCE AGREEMENT


                AMENDMENT NO. 1 dated as of [ ] by and between XL FINANCIAL
ASSURANCE LTD., a company incorporated under the laws of Bermuda (hereinafter
referred to as "Ceding Company") and XL INSURANCE (BERMUDA) LTD, a company
incorporated under the laws of Bermuda, (hereinafter referred to as
"Reinsurer");

                WHEREAS, the Ceding Company and the Reinsurer entered into an
excess of loss reinsurance agreement effective October 1, 2001 ("XOL Agreement")
attached hereto as Exhibit A pursuant to which the Reinsurer agrees to indemnify
the Ceding Company for Losses paid, in an amount equal to the Liability Amount
for the first Determination Date and the XLI Incremental Liability Payment for
each Determination Date thereafter, in accordance with Article III thereof;
PROVIDED, HOWEVER, that the Reinsurer's aggregate indemnification obligations
under the XOL Agreement shall not exceed the Aggregate Limit of Liability;

                WHEREAS, the Reinsurer and the Ceding Company entered into a
letter agreement dated November 9, 2004 attached hereto as Exhibit B pursuant to
which the parties agreed to amend the definition of the Annual Reinsurance
Premium set forth in Article I, paragraph (B) thereto to reflect such amount as
would be payable by the Ceding Company to the Reinsurer if the XOL Agreement
were entered into with a third-party on an arm's-length basis and to use the
parties' best efforts to obtain the consent of Moody's to such amendment as
required by Article XX of the XOL Agreement; and

                WHEREAS, the Ceding Company and the Reinsurer wish to amend the
XOL Agreement to amend the definition of Annual Reinsurance Premium and certain
other provisions.

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

                Section 2. AMENDMENTS. the XOL Agreement is hereby amended as
follows:

                2.01.   References in the XOL Agreement (including references to
        the XOL 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 XOL Agreement as amended hereby.

                2.02.   Article I(B) is hereby amended and restated in its
        entirety as follows:

        ""Annual Reinsurance Premium" shall mean the sum of $500,000 subject to
        adjustment as provided for in Section 6.4."

                2.03.   A new Section 5.3 is hereby added to Article V
        (Termination) to provide in its entirety as follows:

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        "5.3 Either party may terminate this Agreement at 12:01 am Eastern
        Standard Time on any anniversary date of the Effective Date of this
        Agreement by giving the other party and Moody's notice of such
        termination in accordance with Article XIX hereof at least ninety (90)
        days prior to such termination date."

                2.04.   A new Section 5.4 of hereby added to Article V
        (Termination) to provide in its entirety as follows:

        "5.4 Notwithstanding the foregoing, the Reinsurer shall have the right
        to terminate this Agreement at any time upon not less than ___ days
        prior written or electronic notice to the Ceding Company upon the
        occurrence of either one or both of the following events:

        (i)     a "Ceding Company Change in Control" (as defined below), and

        (ii)    a downgrade of the Ceding Company's Standard & Poor's financial
        strength rating below AA or a downgrade of the Ceding Company's Moody's
        financial strength rating below Aa2.

For the purposes of this Agreement, a "Ceding Company Change in Control" will be
deemed to occur in the event that (i) the ownership in Security Capital
Assurance Ltd ("SCA"), by the Reinsurer or by the Reinsurer and its affiliates
falls below thirty-five percent (35%) or (ii) SCA's direct or indirect ownership
interest in the issued and outstanding shares of voting securities of the Ceding
Company falls below ninety-five percent (95%)."

                2.05.   The second sentence of Section 6.3 is hereby deleted and
        restated in its entirety as follows:

        "The amount of such Annual Reinsurance Premium reimbursable hereunder
        shall be calculated by multiplying the then current Annual Reinsurance
        Premium, as may be amended from time to time pursuant to Section 6.4
        hereof, by a fraction, the numerator of which is 365 minus the number of
        days from the most recent anniversary of the Effective Date (or, if the
        Termination Date occurs prior to the first anniversary of the Effective
        Date, since the Effective Date) to the Termination Date, and the
        denominator of which is 365."

                2.06.   A new Section 6.4 is hereby added to Article VI
        (Premium; Accounts) to provide in its entirety as follows:

        "6.4 On an annual basis, effective as of any anniversary date of the
        Effective Date of this Agreement, the Reinsurer may adjust the Annual
        Reinsurance Premium for the succeeding twelve month period. The
        Reinsurer shall give the Ceding Company notice of such adjustment in
        accordance with Article XIX hereof at least one hundred twenty (120)
        days prior to the anniversary date of the Effective Date of this
        Agreement at which such premium adjustment shall become effective.[ The
        Reinsurer, if requested by the Ceding Company, shall provide the Ceding
        Company with support for its calculation of any adjustment to the
        Reinsurance Premium and shall discuss such calculation with the Ceding
        Company.]"

                                      -2-
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                Section 3. CONDITIONS PRECEDENT. The amendment to the XOL
Agreement set forth in Section 2 above shall become effective, as of the date
hereof, upon the satisfaction of the following condition precedent:

                3.01.   MOODY'S CONSENT. Pursuant to Article XX of the XOL
        Agreement and with respect to this Amendment No. 1, the parties shall
        have obtained the prior written consent of Moody's.

                3.02.   EXECUTION. This Amendment No. 1 shall have been executed
        and delivered by each of the Ceding Company and the Reinsurer.

                Section 4. MISCELLANEOUS. Except as herein provided, the XOL
Agreement shall remain unchanged and in full force and effect. 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 laws
of Bermuda.

                                      -3-
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The parties hereto have caused this Amendment No. 1 to be duly executed and
delivered as of the day and year first above written.


SIGNED for and on behalf of
XL INSURANCE (BERMUDA) LTD

By:
Name:
Title:



SIGNED for and on behalf of
XL FINANCIAL ASSURANCE LTD.

By:
Name:
Title:

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                                    EXHIBIT A

                      EXCESS OF LOSS REINSURANCE AGREEMENT




















                                    Exh. A-1
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                                    EXHIBIT B

                                LETTER AGREEMENT

































                                    Exh. B-1