Exhibit 10.1


    THIS
      SECOND AMENDMENT AGREEMENT,
      dated
      as of May 26, 2006 (this “Second
      Amendment”)
      is by
      and between, National Australia Bank Limited, New York Branch (the ”Bank”),
      XL
      Capital Ltd, a company incorporated under the laws of the Cayman Islands, X.L.
      America, Inc., a Delaware corporation, XL Insurance (Bermuda) Ltd, a Bermuda
      limited company, and XL Re Ltd, a Bermuda limited liability company
      (collectively, the “Account
      Parties”
and
      each an “ Account
      Party”).

    


    W
      I T N E S S E T H ;

    


    WHEREAS,
      the
      Account Parties each have requested that the Bank amend that certain Master
      Standby Letter of Credit and Reimbursement Agreement dated as of September
      30,
      2005 (as amended by that certain amendment agreement dated as of December 30,
      2005, the “Agreement”),
      effective as of the date hereof (the “Amendment
      Effective Date”)
      in
      order to conform the terms of the Agreement to the terms of the Syndicated
      Credit Agreement as amended by that certain Amendment No. 1 dated as of May
      5,
      2006; and

     

    WHEREAS,
      the
      Bank is willing, on the terms and conditions set forth below, to amend the
      Agreement as set forth below;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants herein contained, the parties
      hereto hereby agree as follows:

     

    SECTION
      1. Defined
      Terms.
      Capitalized
      terms used herein and not defined herein shall have the meanings specified
      in
      the Agreement.

     

    SECTION
      2. Amendments
      to the Agreement. Section
      5
      of the Agreement is hereby amended by adding the phrase “, as amended by that
      certain Amendment No. 1 dated as of May 5, 2006” following the words “that
      certain Credit Agreement dated as of June 22, 2005 among the Account Parties
      hereunder, as account parties and guarantors thereunder, various lenders parties
      thereto and JPMorgan Chase Bank, N.A., as administrative agent”.

     

    SECTION
      3. Conditions
      to Effectiveness.
      This
      Second Amendment shall become effective as of the Amendment Effective Date
      upon
      the due execution and delivery thereof by the parties hereto.

     

    SECTION
      4. Representations
      and Warranties.
      In
      order
      to induce the Bank to enter into this Second Amendment, each Account Party
      hereby represents and warrants to the Bank on behalf of itself: (i) the
      representations and warranties contained in the Agreement are true and correct
      on and as of the Amendment Effective Date as though made on and as of such
      date,
      except for changes which have occurred and which were not prohibited by the
      terms of the Agreement; (ii) no Event of Default or other event or condition
      which, with notice or the lapse of time or both, would give rise to an Event
      of
      Default has occurred and is continuing, or would result from the execution,
      

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    delivery
      and performance by such Account Party of this Second Amendment or the Agreement
      (as amended by this Second Amendment); (iii) that such Account Party has full
      power, right and legal authority to execute, deliver and perform its obligations
      under this Second Amendment; and (iv) that each of this Second Amendment and
      the
      Agreement as amended hereby constitutes a legal, valid and binding obligation
      of
      such Account Party enforceable against such Account Party in accordance with
      its
      terms, subject to the effect of any applicable bankruptcy, insolvency,
      reorganization or moratorium, or similar laws affecting the enforcement of
      rights of creditors generally, and by general equitable principles (whether
      enforcement is sought by proceedings in equity or at law).

     

    SECTION
      5. Reference
      to and Effect on the Documents.
      Each
      reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”
or words of like import, and each reference to the Agreement in documents
      related to the Agreement, shall mean and be a reference to the Agreement as
      amended hereby. Except as specifically amended hereby, the Agreement and all
      such related documents, and all other documents, agreements, instruments or
      writings entered into in connection therewith, shall remain in full force and
      effect and are hereby ratified, confirmed and acknowledged by each Account
      Party, severally on behalf of itself.

     

    SECTION
      6. Governing
      Law.
      This
      Second Amendment and the rights and obligations of the parties hereunder shall
      be governed by and construed and interpreted in accordance with the substantive
      laws of the State of New York, without regard to its conflict of laws
      principles.

     

    SECTION
      7. Counterparts.
      This
      Second Amendment may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same instrument, and any party
      hereto may execute this Second Amendment by signing any such
      counterpart.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Second Amendment to be duly executed and
      delivered by their proper and duly authorized officers as of the day and year
      first above written.

     

    NATIONAL
      AUSTRALIA BANK LIMITED

    (ABN
      12
      004 044 937), New York Branch

     

     

    
      By: 
        /s/ D W Mills            

      


              Name: 
        D W Mills          

      


             
        Title:    Director           



      
        
           

        

        
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              XL
                CAPITAL LTD

               

               

              By: 
                /s/
                Roderick Gray    

               

              Name: 
                Roderick
                Gray    

               

              Title:   
                Vice
                President    

            	
              XL
                INSURANCE (BERMUDA) LTD

               

               

              By: 
                /s/
                Don Baker    

               

              Name: 
                Don
                Baker    

               

              Title: 
                Executive
                Vice President

            
	 	 
	 	 
	
              X.L.
                AMERICA, INC.

               

               

              By: 
                /s/
                Gabriel Carino    

               

              Name: 
                Gabriel
                Carino    

               

              Title: 
                Senior
                Vice President and Treasurer (XLGS)

            	
              XL
                RE LTD

               

               

              By: 
                /s/
                Gregory Hendrick    

               

              Name: Gregory
                Hendrick    

               

              Title: 
                President,
                CEO and COO

            


    

    
 

     

     

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