Exhibit 10.57 


          AMENDMENT
NO. 2, dated as of December 23, 2009 (“Amendment”), 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. 2 to amend certain provisions of the Pledge
Agreement pursuant to the terms of Section 22 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
 entirely 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 the
 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:

 	
 Chief Financial Officer 

 	
  

 






	
  

 	
  

 
	
 Address:

 	
 XL House

 One Bermudiana Road

 Hamilton HM08

 Bermuda

 
	
  

 	
  

 
	
 Attention:

 	
 Senior Treasury Analyst at the Treasury Department with a
 copy to

 the Company Secretary

 
	
  

 	
  

 
	
 Facsimile Number:

 	
 +1 441 296 6399 (Treasury
 Department)

 +1 441 294
 7307 (Company Secretary) 

 






	
  

 	
  

 	
  

 	
  

 
	
 XL Re Ltd

 	
  

 
	
  

 	
  

 
	
 BY:

 	
 

	
  

 
	

 


 	
  

 
	
 Name:

 	
 Gregory. S. Hendrick 

 	
  

 
	
 Title:

 	
 President

Chief Underwriting Officer 

 	
  

 






	
  

 	
  

 
	
 Address:

 	
 XL House

 One Bermudiana Road

 Hamilton HM08

 Bermuda

 
	
  

 	
  

 
	
 Attention:

 	
 Senior Treasury Analyst at the Treasury Department, with a
 copy to

 the Company Secretary

 
	
  

 	
  

 
	
 Facsimile Number:

 	
 +1 441 296 6399 (Treasury
 Department)

 +1 441 294
 7307 (Company Secretary) 

 






	
  

 	
  

 	
  

 
	
 Citibank Europe Plc

 	
  

 
	
  

 	
  

 
	
 BY:

 	
 

	
  

 
	

 


 	
  

 
	
 Name:

 	
 -s- (ILLEGIBLE)

 	
  

 
	
 Title:

 	
 VP.

 	
  

 











Schedule 7

Account details 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of
Pledgor 

 	
  

 	
 Account Name
& Number 

 	
  

 	
 IBAN Number 

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 XL Insurance
 (Bermuda) Ltd

 	
  

 	
  

 	
  

 	
 N/A

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 XL Re Ltd

 	
  

 	
  

 	
  

 	
 N/A