Exhibit 10.56


          AMENDMENT
NO. 1, dated as of November 23, 2009, to Pledge Agreement dated as of 11 November, 2009 (the “Pledge Agreement”) between XL Insurance
(Bermuda) Ltd, a company organized and existing under the laws of Bermuda (with
company registration number 12809) whose address of its registered or principal
office is at XL House, One Bermudiana Road, Hamilton HM08, Bermuda (the “Applicant”), XL Re Ltd, company organized
and existing under the laws of Bermuda (with
company registration number 21291) whose address of its registered or principal
office is at XL House, One Bermudiana
Road, Hamilton HM08, Bermuda (the “Second
Pledgor”) (the Applicant and the Second Pledgor, together referred to as the “Original Pledgors”, and, together with any
Additional Pledgor (as defined in the
Pledge Agreement), the “Pledgors”) and
Citibank Europe PLC (the “Pledgee”) 


          WHEREAS,
the Pledgors and the Pledgee are parties to the Pledge Agreement, and wish to
enter into this Amendment No. 1 to clarify certain provisions of the Pledge
Agreement; 


          NOW,
THEREFORE, in consideration of the premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Pledgors and the Pledgee hereby agree
as follows: 


	
  

 	
  

 	
  

 
	
 1.

 	
 DEFINED TERMS. Except as
expressly provided in this Amendment, capitalized terms defined in the Pledge
Agreement and used in this Amendment shall have their respective defined meanings when used herein. 

 
	
  

 	
  

 
	
2. 

 	
AMENDMENTS. Effective upon the
signature by the Pledgors and the Pledgee of this Amendment, the
Pledge Agreement is hereby amended as follows: 

 
	
  

 	
  

 
	
  

 	
(a) 

 	
Schedule 7 of the Pledge
Agreement is deleted in its entirety and replaced with Schedule 7 hereto. 

 
	
  

 	
  

 	
  

 
	
  

 	
(b) 

 	
References in the Pledge
Agreement to “this Agreement” and the words “hereof”, “hereto”,
“herein” and the like shall refer to the Pledge Agreement as amended by this Amendment, except that references to “the date
of this Agreement” and “the date hereof
shall continue to refer to 11 November, 2009. 

 
	
  

 	
  

 	
  

 
	
3. 

 	
MISCELLANOUS 

 
	
  

 	
  

 
	
  

 	
(a) 

 	
Except as expressly amended by
this Amendment, the Pledge Agreement shall remain unmodified and in
full force and effect. 

 
	
  

 	
  

 	
  

 
	
  

 	
(b) 

 	
This Amendment and the Pledge Agreement as amended
hereby and the rights and obligations of
the parties under this Amendment and the Pledge Agreement as amended
hereby shall be construed in accordance with and governed by the laws of the
State of New York without regard to conflicts of laws principles thereof
(other than Section 5-1401 of the General
Obligations Law of the State of New York, which is expressly made
applicable hereto and thereto). 

 
	
  

 	
  

 	
  

 
	
  

 	
(c) 

 	
This Amendment may be executed
in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original but all of which,
when taken together, shall constitute a
single contract, and shall become effective when signed by both parties. Delivery of an executed
signature page to this Agreement by facsimile or electronic mail
transmission shall be as effective as delivery of a manually signed
counterpart of this Amendment. 

 


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of page intentionally left blank] 





-2-


          IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the
day
and year first above written.



	
  

 	
  

 
	
 XL
 Insurance (Bermuda) Ltd

 
	
 BY:

 	
 

 
	

 


 
	
 Name: C. Stanley Lee

 
	
 Title: SVP, Chief Financial Officer

 
	
  

 	
  

 
	
 XL Re Ltd

 
	
 BY:

 	
 

 
	

 


 
	
 Name: 

 	
      Gregory S. Hendrick

 
	
 Title:

 	
      President &
Chief Underwriting Officer 

 
	
  

 	
  

 
	
 Citibank Europe Plc 

 
	
 BY:

 	
  

 
	

 


 
	
 Name: 

 	
  

 
	
 Title:

 	
  

 










          IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the
day and year first above written.


	
  

 	
  

 
	
 XL
 Insurance (Bermuda) Ltd

 
	
  

 	
  

 
	
 BY:

 	
 

 
	

 


 
	
 Name: C. Stanley Lee

 
	
 Title: SVP, Chief Financial Officer

 
	
  

 	
  

 
	
 XL Re Ltd

 
	
 BY:

 	
 

 
	

 


 
	
 Name: 

 	
      Gregory S. Hendrick

 
	
 Title:

 	
      President & Chief Underwriting Officer  

 
	
  

 	
  

 
	
  

 	
  

 
	
 Citibank Europe Plc 

 
	
 BY:

 	
 

 
	

 


 
	
 Name: 

 	
      Peadar MacCanna

 
	
 Title:

 	
      Director

 











Schedule 7

Account details 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of
Pledgor 

 	
  

 	
 Account Name
& Number 

 	
  

 	
 IBAN Number 

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 XL Insurance
 (Bermuda) Ltd

 	
  

 	
  

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 XL Re Ltd

 	
  

 	
  

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 XL Re Ltd

 	
  

 	
  

 	
  

 	
 N/A