EXHIBIT 10.16

                            MASTER SERVICES AGREEMENT

This Master Services Agreement is made this [ ] day of [ ], 2006 (the "Effective
Date") between XL CAPITAL LTD, a service company incorporated under the laws of
Cayman Islands ("XLC") (for purposes of this form of agreement, the "SERVICE
PROVIDER"); and SCA BERMUDA ADMINISTRATIVE LTD, a company incorporated under the
laws of Bermuda ("SCA BS") (for purposes of this form of agreement, the
"Company") (each a "Party" and collectively the "Parties").

WHEREAS:

Service Provider and Company are currently wholly owned subsidiaries of the XL
Capital Ltd group of companies ("XL Group"); and

Service Provider provides certain services to XL Group companies including the
Company; and

It is contemplated that an initial public offering will be made of a portion of
the capital stock of Security Capital Assurance Ltd, a parent of the Company,
resulting in partial public ownership of Security Capital Assurance Ltd; and

Service Provider and the Company both desire for Service Provider to continue to
provide certain services to Company following the initial public offering of
Security Capital Assurance Ltd; and

Service Provider and the Company desire to enter into this Agreement to set
forth the roles and responsibilities with regard to services to be provided by
Service Provider to the Company.

Now, in consideration for the mutual benefits contained in this Master Services
Agreement, it is agreed as follows:

1.      DEFINITIONS

        The following words and phrases shall have the meaning given to them
        below:

        "Actual Cost" shall have the meaning specified in clause 17.2.

        "Agreement" means this Master Services Agreement, the Schedules and
        Appendices attached to it and any subsequent amendments or alterations
        agreed in writing by the Parties.

        "AOP" shall have the meaning specified in clause 11.1.

        "AOP Objectives" shall have the meaning specified in clause 11.1.

        "Employee Costs" shall have the meaning specified in the Schedules
        attached hereto.

        "Expiration Date" shall have the meaning specified in clause 2.1.

        "Fees" shall have the meaning specified in clause 17.1.

        "Non-XL Third Party Contractors" means any individual, company or other
        legal entity with whom Service Provider enters into a contract for the
        benefit of the Company, including (but not

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        limited to) to enhance its ability to provide any part of the Services,
        where such individual, company or other legal entity is not within the
        XL Group .

        "Representatives" shall have the meaning specified in clause 10.1.

        "Services" shall have the meaning specified in clause 3.1.

        "Staff" means individuals employed by the Service Provider or with
        another company within the XL Group.

        "Steering Committee" shall have the meaning specified in Clause 10.3.

        "Support Services" means Security Capital Assurance Ltd's and/or the
        Company's proportional share of the services provided to and in support
        of the Service Provider by any employees of the XL Group, determined on
        a per capita basis.

        "Third Party Contractors" means both XL Third Party Contractors and
        Non-XL Third Party Contractors.

        "XL Third Party Contractors" means any individual, company or other
        legal entity with whom Service Provider enters into a contract for the
        benefit of Company, including (but not limited to) to enhance its
        ability to provide any part of the Services, where such individual,
        company or other legal entity is within the XL Group.

2.      TERM OF THIS AGREEMENT

2.1     This Agreement shall commence on the Effective Date and shall terminate
        on the second anniversary of the Effective Date (the "Expiration Date")
        unless earlier terminated in accordance with clause 11.1 or 20 of this
        Agreement.

3.      PROVISION OF SERVICES

3.1     Each Schedule attached to and made a part of this Agreement describes
        the services to be provided by Service Provider to the Company, as
        amended from time to time by written agreement of the Parties (the
        "Services"). The Parties have made a good faith effort as of the date
        hereof to identify each Service and to complete the content of the
        Schedules accurately. It is anticipated that the Parties will modify the
        Services from time to time. In that case or to the extent that any
        Schedule is incomplete, the Parties will use good faith efforts to
        modify the Schedules. There are certain terms that are specifically
        addressed in the Schedules attached hereto that may differ from the
        terms provided hereunder. In those cases, the specific terms described
        in the Schedules shall govern.

3.2     The Parties may also identify additional Services that they wish to
        incorporate into this Agreement. The Parties will create additional
        Schedules setting forth the description of such Services, the Fees for
        such Services and any other applicable terms.

3.3     Subject to the terms of this Agreement, Service Provider undertakes to
        and shall provide the Services to Company to the best of its ability at
        all times and to a standard that would reasonably be expected of it by a
        professional, independent person or body.

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3.4     Without prejudice to clause 3.3, to the extent that Service Provider is
        unable to perform any part of the Services in accordance with this
        Agreement, it shall advise Company as soon as reasonably practicable. In
        addition, Service Provider shall, to the extent possible, advise Company
        of a timetable for it to be able to resume full performance of the
        Services in accordance with this Agreement and the steps it is taking in
        that regard. Service Provider shall notify the Company to the extent
        there is likely to be any deviation from the timetable proposed.

3.5     The Parties acknowledge and agree that Service Provider and the Staff
        shall be entitled to provide similar services as the Services to any
        other legal entity, provided that in doing so the operation of the
        Company is not unreasonably prejudiced and the provision of the Services
        to the Company is not materially adversely affected. The Parties further
        acknowledge and agree that the Company may retain any individual or
        legal entity, other than Service Provider and the Staff, to perform
        services similar or identical to the Services; provided that in doing so
        the ability of Service Provider to perform any part of the Services in
        accordance with this Agreement is not materially adversely affected.

4.      PROVISION OF STAFF TO PERFORM THE SERVICES

4.1     Service Provider acknowledges it has been given sufficient information
        to understand and appreciate the requirements and operations of the
        Company relating to the provision of the Services currently described in
        each Schedule. Service Provider shall and undertakes to provide at all
        times, Staff or Non-XL Third Party Contractors of the requisite calibre,
        and with appropriate training and experience and in sufficient numbers
        as required by the Company and as agreed between the Parties and in
        accordance with the attached Schedules.

4.2     The Company acknowledges and agrees that at the commencement of this
        Agreement the Staff or Non-XL Third Party Contractors provided to
        perform the Services are of the requisite calibre, have appropriate
        experience and training and are of a sufficient number.

4.3     Clause 4.1 is subject to the Company's business plan and changing
        requirements. If the Company's business plan and requirements alter
        materially after the date this Agreement commences, the Parties shall
        endeavour to agree the additional or reduced requirements relating to
        the provision of the Services, and Service Provider shall use its
        reasonable best endeavours to fulfil such agreed requirements of the
        Company.

4.4     If Service Provider cannot provide Staff to perform the Services, it
        shall, with the agreement of Company, contract or subcontract with
        Non-XL Third Party Contractors to provide all or part of the Services.
        The direction and management of the Non-XL Third Party Contractors
        provided to perform the Services on behalf of the Company will be the
        responsibility of Service Provider, unless otherwise agreed by the
        Parties in writing but only to the extent that Service Provider has
        contracted directly with such Non-XL Third Party Contractors.

5.      THIRD PARTY CONTRACTORS

5.1     The Company acknowledges and agrees that the provision of the Services
        may in part be delegated or contracted or subcontracted to Third Party
        Contractors by Service Provider.

5.2     Service Provider may enter into contracts with Third Party Contractors,
        including, but not limited to, for the provision of the Services, either
        on its own behalf or on its own behalf and on behalf of the Company,
        whichever Service Provider reasonably deems appropriate and in the best
        interests of Company.

                                      -3-
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5.3     When entering into contracts with Third Party Contractors, Service
        Provider will have regard to the stated interests of the Company,
        including, but not limited to, the identity of the Third Party
        Contractor, the terms, costs and period of the contract.

5.4     To the extent Service Provider delegates to, or contracts or
        subcontracts with, Third Party Contractors to perform any part of the
        Services or to perform specific functions, Service Provider shall
        (remain responsible and) be liable to the Company for the (non)
        performance of the Services and the (non) performance of such specific
        functions in their entirety (and for the oversight and management of the
        Third Party Contractors) and in accordance with clause 6.1. below,
        unless otherwise agreed in writing by the Company.

6.      LIABILITY

6.1     Except to the extent set out in clauses 6.2, to 6.3 below or as a result
        of a breach by the Company of its obligations under clause 16.1, Service
        Provider shall be liable to indemnify the Company for any loss the
        Company incurs (including defence costs) caused by (i) the acts and/or
        omissions of Service Provider, its employees, directors and officers in
        providing the Services, (ii) the breaches of obligations, acts and/or
        omissions of Third Party Contractors, and (iii) the failure of Service
        Provider to abide by the terms and conditions of this Agreement. Both
        Parties shall take all reasonable steps to mitigate any loss including
        pursuing recovery from any third party. Where appropriate, the Parties
        further agree they will consult each other in respect of such steps in
        accordance with clause 10 below.

6.2     Service Provider shall not be liable to the Company in respect of any
        loss caused by acts of God, or any event beyond the reasonable control
        of the Parties, including but not limited to nationalization,
        expropriation, devaluation, seizure, or similar action by any government
        authority, de facto or de jure; or acts of war, terrorism, insurrection
        or revolution.

6.3     Service Provider agrees to take all reasonable steps to recover any loss
        suffered by Company (for which Service Provider is liable to indemnify
        the Company under this Agreement) from any insurer or any third party
        liable to Service Provider in respect of such loss. Provided that
        Service Provider complies with such obligation in a timely manner, the
        Company agrees to delay commencing proceedings against Service Provider
        to enforce payment in respect of any claim, which it may have under this
        Agreement until such time as and to the extent that Service Provider has
        obtained recovery against any third party (including but not limited to
        Third Party Contractors and insurers) in respect of such losses.

7.      INSURANCE

7.1     Service Provider undertakes it or one of its affiliates has and will
        maintain throughout the duration and period of this Agreement
        appropriate errors and omissions and directors' and officers' insurance
        in full force and effect to cover its liabilities to third parties.

8.      LIMITATION OF AUTHORITY

8.1     Except as expressly provided for in this Agreement, or by the Company,
        neither Service Provider nor the Staff shall enter into any contract
        (including verbal) on behalf of the Company or commit or bind the
        Company to any agreement or obligation, or hold it or themselves out as
        having authority to do so.

                                      -4-
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9.      COMPLIANCE

9.1     In providing the Services, Service Provider shall, to the extent within
        its control, comply with, and will not do anything or fail to do
        anything, which would result in the Company failing to comply with, all
        applicable laws, legislation and regulations. In addition, Service
        Provider shall comply with relevant principles and guidelines, manuals,
        codes and policies issued by the Company to the extent it is made aware
        of such principles and guidelines, manuals, codes and policies. It is
        agreed and understood that this clause does not affect or reduce the
        Company's duty and responsibility with regard to its own regulatory and
        legal compliance.

9.2     Service Provider shall direct all enquiries from any regulatory
        authority relating to this Agreement or the Services to the Company,
        unless (i) the enquiry is specifically addressed to Service Provider (in
        which case Service Provider shall procure that the details or a copy of
        such enquiry are promptly relayed in writing to the Company), (ii) the
        enquiry relates exclusively to a third party and not to Company, or
        (iii) otherwise agreed in writing by the Parties.

10.     PERSONS RESPONSIBLE FOR THE OPERATION OF THIS AGREEMENT

10.1    The Service Provider and the Company shall each appoint two individuals
        to be their respective representatives (the "Representatives") for the
        purpose of the operation of this Agreement. The Representatives
        (identified below) shall be responsible for, among other things,
        managing the relationship, and acting as the principal points of
        contact, between the Parties in relation to matters and disputes under
        this Agreement.

10.2    Any matters or disputes under this Agreement including matters or
        disputes affecting the relationship between the Parties or the
        performance of their respective obligations hereunder, shall in the
        first instance, be raised to and sought to be resolved by the
        Representatives.

10.3    If and to the extent that any matters or disputes cannot be resolved by
        the Representatives then the Representatives shall, raise such matters
        or disputes with a committee comprised of [ ] and established by the
        Parties for the purpose of overseeing the relationship between the
        Parties with respect to matters set forth in this Agreement (the
        "Steering Committee"). The Steering Committee shall be responsible for
        the resolution of those matters and disputes brought before it.

10.4    The Parties may each appoint Representatives, in lieu of their
        Representatives listed below, provided that prior written notice is
        given to the other Party in accordance with Section 24 below.

        COMPANY REPRESENTATIVES:          [           ]
                                          Telephone:
                                          E-Mail:

                                          [           ]
                                          Telephone:
                                          E-Mail:

        SERVICE PROVIDER REPRESENTATIVES: [           ]
                                          Telephone:
                                          E-Mail:

                                          [           ]
                                          Telephone:
                                          E-Mail:

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11.     ANNUAL OPERATING PLAN

11.1    The Parties will coordinate the development of an annual operating plan
        ("AOP") setting forth the specific objectives, Service standards,
        performance measures, activity levels and a detailed budget setting out
        the cost estimates, types of services and allocation keys for each of
        the Services (collectively, the "AOP Objectives"). The Parties shall
        implement the AOP Objectives by January 1 of each calendar year. In the
        AOP process, the Parties agree to use their best efforts to harmonize
        the interests of Company to have quality services at affordable cost and
        the interest of Service Provider to recover its costs of performing the
        Services. On or before August 15 of each calendar year, the Company
        shall submit to Service Provider a list of the types of services
        required from Service Provider, upon which Service Provider shall
        establish its budget and cost estimate calculations for purposes of the
        AOP. On or before September 15 of each calendar year, an AOP for each
        Service for the next calendar year will be submitted to each of the
        Representatives of the Company and Service Provider, for review and
        approval. Approval by each Party's respective Representatives will
        constitute approval by the Parties of the AOP. In the event that the
        Parties do not approve the AOP in whole or in part in respect of any
        Service, the Service Provider shall have the right to terminate this
        Agreement (or any extension hereof entered into pursuant to clause 20.2
        below) in respect of any such services upon ninety (90) days written
        notice to the Company.

12.     PERFORMANCE REVIEW

12.1    The Parties will meet annually on or about July 31 to review progress
        against the AOP Objectives, Service standards, performance measures and
        activity levels. The Parties will use their good faith efforts to
        resolve any issues concerning Service standards, performance measures or
        changes in Fees from the AOP during these meetings. If the Parties are
        unable to resolve those issues, they will refer the disputed issues, in
        the first instance, to their respective Representatives and in the
        second instance, to the Steering Committee, pursuant to clause 10 above.

13.     DOCUMENTS AND RECORDS

13.1    Service Provider shall establish and/or maintain records relating to
        this Agreement and, to the extent reasonable and appropriate, the
        Services, in accordance with the document retention policy established
        by XL Capital Ltd or in accordance with applicable laws and regulations
        if they provide for longer periods of retention.

13.2    Company, its bona fide agents, auditors and/or a relevant regulatory
        authority shall have the right on the giving of reasonable prior notice,
        to inspect and audit any records of or held by Service Provider relating
        to this Agreement and the Services, and shall have the right to make
        copies or extracts of any such records.

13.3    In the event that an audit reveals that Service Provider is not
        complying with the terms of this Agreement, or any applicable
        regulation, principles, guidelines, laws or legislation in any material
        respect, Company may, without prejudice to its other rights under this
        Agreement, require Service Provider to take all necessary remedial
        action within four (4) weeks following disclosure to Service Provider of
        such audit results.

13.4    All files, materials, policies and documents prepared or obtained by
        Service Provider in the course of carrying out its obligations under
        this Agreement shall be and remain the property of Company, and Service
        Provider shall treat them accordingly - including keeping them safe and
        secure whilst in Service Provider's possession.

                                      -6-
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14.     CONFIDENTIALITY

14.1    Confidential Information means all information disclosed by either
        Company or Service Provider (whether in writing, orally or by another
        means) concerning the other Party which comes into their possession as a
        consequence of the operation of this Agreement including, without
        limitation, information relating to the Parties products, operations,
        processes, plans or intentions, product information, know-how, design
        rights, trade secrets, market opportunities and business affairs.

14.2    The Parties undertake to hold the Confidential Information in confidence
        and not to disclose the Confidential Information (except as provided in
        this Agreement) without the prior written consent of the other Party.

14.3    Notwithstanding clause 14.2, and provided prior written notice is
        provided to the other Party, the Parties are entitled to disclose that
        portion of the Confidential Information required in order to comply with
        any legal requirement or any regulation or rule or the requirements of
        any rating agency, or to the extent the Confidential Information is
        already in the public domain.

15.     DATA PROTECTION

15.1    The Parties undertake to comply with all applicable data protection laws
        and regulations in any relevant jurisdiction in which personal data (or
        any other data, the use or transfer of which is regulated by law and
        regulations in that jurisdiction) is transferred or used in connection
        with the provision of the Services.

16.     BUSINESS CONTINUITY PLAN

16.1    The Parties shall be jointly responsible for devising a plan(s) to
        ensure the continuity of the Services in the event of an unforeseen
        interruption and any other prudent procedures and measures that are
        reasonably necessary to prevent the disruption of the Services
        (collectively, the "Business Continuity Plan"). The Company shall be
        responsible for maintaining the Business Continuity Plan and Service
        Provider shall, in the event of an unforeseen interruption, cooperate to
        the best of its ability with the Company to ensure the uninterrupted
        provision of Services.

17.     REMUNERATION AND FEES

17.1    GENERAL: Within thirty (30) days of the receipt of an invoice from
        Service Provider, Company shall pay Service Provider semi-annually, in
        arrears, on a "cost plus" basis for each Service as set forth in the
        attached Schedules (collectively, the "Fees"). Such invoices shall be
        provided at the end of the second and fourth quarter of each calendar
        year and each such invoice shall itemize the Fees, the Employee Costs
        (as defined in the attached Schedules), and the methodology for
        calculating the Employee Costs. The Parties agree that the annual
        percentage mark up, as set forth in the attached Schedules, will be
        determined with the assistance of an unrelated third party utilizing US
        tax related transfer pricing guidelines. Except as specifically provided
        herein or in the Schedules, or as subsequently agreed in an AOP or
        otherwise by Company, Company will not be responsible to Service
        Provider or to any Non-XL Third Party Contractor , for any additional
        fees, charges, costs or expenses relating to the Services, unless such
        additional fees, charges, costs or expenses are a direct result of
        Company's unilateral deviation from the scope of the Services defined in
        the Schedules.

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17.2    REVIEW OF FEES:

        (a)     Subject to the provisions of clause 11.1 above, at the end of
                each annual period commencing as of January 1, 2006, Service
                Provider will review the charges, costs and expenses actually
                incurred by Service Provider in providing any Service, as well
                as the calculation of any related Fees (collectively, "Actual
                Cost") during the previous twelve (12) months. In the event that
                Service Provider determines that the Actual Cost for any Service
                differs from that set forth in the AOP, Service Provider will
                deliver to Company documentation for such Actual Cost, and will
                adjust the appropriate Fees retroactively and/or prospectively
                as necessary to reflect such differences; provided, however,
                that no such adjustment shall increase or decrease the Fees
                payable in respect of any Service by more than 15% of the
                initial related Fees currently set forth in the related
                Schedules for such Service.

        (b)     As a part of the AOP process referred to in clause 11 above, the
                Parties will set Fees or new budgets for each ensuing year, and
                may make other changes to the Fees with respect to each Service,
                based upon an increase or reduction in the scope of or
                requirements for such Service. Once an AOP has been finalized
                (whether by agreement or pursuant to the provisions of clause
                12.1), the Fee for each Service set out in that AOP will apply
                for the ensuing year, subject to any subsequent written
                agreements between the Parties.

18.     TAXES

18.1    All sums payable pursuant to this Agreement shall be exclusive of any
        and other duties and taxes. Any other duties or taxes payable on such
        sums shall be payable in addition to such sums.

19.     COMPLAINTS

19.1    In accordance with clause 24, the Parties shall notify one another
        immediately upon becoming aware of any relevant matter arising out of
        the operation of, or in connection with, this Agreement, which has
        resulted or could result in a complaint to, including but not limited
        to, any regulatory authority or which could give rise to litigation or
        proceedings against either Party.

20.     TERM AND TERMINATION

20.1    At any time prior to the Expiration Date, upon ninety (90) days written
        notice to the Service Provider, this Agreement may be terminated by the
        Company either in whole or with respect to one or more of the Services.

20.2    At any time after the Expiration Date, this Agreement may be extended
        and/or terminated by the Parties in writing, either in whole or with
        respect to one or more of the Services; provided, however, that such
        extension and/or termination shall only apply to the Services for which
        the Agreement was extended and/or terminated. At least ninety (90) days
        prior to the Expiration Date, Company shall give Service Provider
        written notice of Company's request to extend the term of or terminate
        the Agreement in respect of any Services. In addition, the Parties shall
        be deemed to have (i) extended this Agreement with respect to a specific
        Service if the Schedule for such Service specifies a completion or
        termination date beyond the aforementioned Expiration Date and (ii)
        terminated this Agreement with respect to a specific Service if the
        Schedule for such Service specifies a completion or termination date
        prior to the aforementioned Expiration Date. Services shall be provided
        up to and including the date set forth in the applicable Schedule,
        subject to earlier termination as provided herein.

                                      -8-
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20.3    Other than in respect of Internal Audit Services provided in connection
        herewith, which will continue and/or terminate in accordance with the
        other relevant provisions of this Agreement, this Agreement shall
        terminate in the event XL Group's ownership of common stock of Security
        Capital Assurance Ltd falls to 35% or less in which case the Parties
        shall have ninety (90) days, from the date of such event, to terminate
        all Services unless otherwise agreed by the Parties; provided, however,
        that if the reduction in the XL Group's ownership interests referred to
        above is initiated by the XL Group, the Service Provider shall use its
        reasonable best efforts to maintain the General Ledger and Human
        Resources Services provided hereunder, subject to applicable law, until
        the Expiration Date, and any additional costs incurred by either the
        Service Provider or the Company in connection with the maintenance of
        such Services shall be paid by the Service Provider.

20.4    Unless the other Party specifically agrees to the contrary in writing,
        this Agreement will be automatically terminated with immediate effect in
        the event that one Party shall:-

        (a)     enter or become the subject of voluntary or involuntary
                rehabilitation or liquidation proceedings;

        (b)     become the subject of an action in bankruptcy;

        (c)     make or propose any composition with its creditors or make any
                assignment for the benefit of its creditors or otherwise
                acknowledge its insolvency;

        (d)     have an administrator or administrative receiver or equivalent
                office holder appointed by a court of competent jurisdiction;

        (e)     have a receiver or equivalent office holder appointed for the
                whole or any part of its business;

        (f)     any past or present director, officer, partner or employee of
                Service Provider is convicted of or charged with any criminal
                offence involving fraud or dishonesty or any similar criminal
                offence which may materially affect the operation of this
                Agreement.

20.5    Each Party shall inform the other immediately upon becoming aware of the
        occurrence of any of the events set out in clause 20.4 above.

20.6    In the event of persistent and material breaches of any discreet part of
        the Services, Company shall inform the Representatives of Service
        Provider in writing of the nature of such breaches. The Representatives
        shall meet as soon as reasonably practicable to discuss these breaches
        (such meeting being expected to occur within seven (7) business days of
        receipt of the written notice) and try to agree an action plan designed
        to remedy the breaches within a reasonable timeframe acceptable to
        Company. Should an action plan not be agreed within a reasonable
        timeframe, or the implementation of an action plan not result in the
        Services being performed to the specified standards, then the
        Representatives shall raise the matter with the Steering Committee, in
        accordance with clause 10 above. If the material breaches continue and
        the Steering Committee does not provide a resolution to the matter
        within a reasonable timeframe, then Company has the right to terminate
        the relevant part of the Services with one (1) month's notice. Such
        termination will not affect the continuance of the Services not subject
        to the persistent and material breaches.

20.7    On termination of any Service provided for in any Schedule or the entire
        Agreement, each Party shall bear its own associated costs; Service
        Provider will cooperate in good faith with Company

                                      -9-
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        to provide Company (or its designee) with reasonable assistance to make
        an orderly transition from Service Provider to another supplier of the
        Services. Service Provider undertakes to work with Company to ensure a
        smooth transition and hand-over and to minimise the costs associated
        with termination for each Party. Such transition assistance shall
        include the following:

        (a)     developing a transition plan with assistance from Company or its
                designee; and

        (b)     organizing and delivering to Company records and documents
                necessary to allow continuation of the Services, including
                delivering such materials in electronic forms and versions as
                requested by Company.

20.8    Termination of this Agreement does not affect a Party's accrued rights
        and obligations at the date of termination.

21.     LAW AND JURISDICTION

21.1    This Agreement shall be construed in accordance with the laws of Bermuda
        without regard to the principles of conflict of laws.

22.     THIRD PARTIES' RIGHTS

22.1    For the avoidance of doubt, no term of this Agreement is intended for
        the benefit of any third party, and the Parties do not intend that any
        term of this Agreement should be enforceable by a third party.

23.     ASSIGNMENT

23.1    This Agreement shall not be assignable by either Party without the
        express written consent of the other, and such consent shall not be
        unreasonably withheld, provided however that upon delivery of notice to
        Company, Service Provider may assign all or a portion of its rights
        under this Agreement to an affiliate. For purposes of this Agreement
        "affiliate" shall mean any person, corporation, company partnership,
        individual or group (collectively a "Person"), which directly or
        indirectly, through one or more intermediaries, controls or is
        controlled by, or owns or is owned by another Person, with an equity or
        other financial interest of 35% or more of any management interest.

24.     NOTICES

24.1    All notices hereunder shall be sent to the Party at the address set
        forth below or at such other address as shall be specified by a Party as
        to it in a notice duly given. Notices shall be effective upon receipt,
        and shall be addressed as follows:

        If to XLC:     [           ]

        If to SCA BS:  [           ]

        or to such other address as a Party shall have designated by notice in
        writing to the other Party in the manner provided by this clause 24.1.

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25.     ENTIRE AGREEMENT

25.1    This Agreement, including the attached Schedules and Appendices, is the
        complete and exclusive statement of the agreement between the Parties
        and supersedes all prior proposals, understandings and all other
        agreements, oral and written, between the Parties relating to the
        subject matter of this Agreement. This Agreement may not be modified or
        altered except by written instrument duly executed by both Parties.

26.     FORCE MAJEURE

26.1    Any delay or failure by either Party in the performance of this
        Agreement will be excused to the extent that the delay or failure is due
        solely to causes or contingencies beyond the reasonable control of such
        Party.

27.     SEVERABILITY

27.1    If any provision, clause or part of this Agreement, or the application
        thereof under certain circumstances is held invalid or unenforceable for
        any reason, the remainder of this Agreement, or the application of such
        provision, clause or part under other circumstances shall not be
        affected thereby.

IN WITNESS WHEREOF, the Parties have signed this Agreement on the Effective Date
above.


XL CAPITAL LTD                          SCA BERMUDA ADMINISTRATIVE LTD

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


<PAGE>

SCHEDULE #__________

______________________________ SERVICES

I.      DESCRIPTION OF SERVICES

A.      SCOPE

XL Capital Ltd ("XLC") will provide ______________________________ services to
Security Capital Assurance Ltd ("SCA"), either through XLC's own resources, the
resources of its subsidiaries or affiliates, as defined in the Master Services
Agreement (the "Services Agreement"), dated as of _______________, by and
between Service Provider and SCA, or by contracting with other independent
contractors, all in accordance with Section 2.2 of the Services Agreement.

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B.      SPECIFIC SERVICES

The specific services that Service Provider will provide are as follows:

1.      ________________________________________________________________

2.      ________________________________________________________________

3.      ________________________________________________________________

4.      ________________________________________________________________

5.      ________________________________________________________________

Additional services may be included upon agreement of both parties.

II.     SERVICE FEES

Company will pay Service Provider semi-annually on a "cost plus" basis for each
Service as set forth herein.

The Fee will include:

        (i)     with respect to the Services being performed and Support
                Services being provided by Service Provider, any salaries,
                bonuses, benefits, fringe benefits, incentive compensation
                benefits (if applicable) payroll taxes or other applicable
                taxes, and depreciation/amortization of office equipment and
                software attributed to the employees in the group (collectively,
                the "Employee Costs"), based upon the ratio of Service
                Provider's estimate of the time spent by the employees on behalf
                of SCA or in connection with providing Support Services divided
                by the total time spent by the employees multiplied by the
                Employee Costs;

        (ii)    a mark up of ____% of the aggregate amount calculated pursuant
                to (i);

        (iii)   third-party expenses, including travel and entertainment,
                consulting fees and printing costs, incurred on behalf of SCA by
                Service Provider on behalf of SCA or in connection with
                providing Support Services; and

        (iv)    any costs incurred by the Service Provider in providing the
                Services not in the ordinary course of business.

III.    ADDITIONAL TERMS

Period of coverage will be ongoing subject to yearly reviews during the annual
budgeting process.


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