Exhibit 10.52


AMENDMENT TO

EMPLOYMENT AGREEMENT


                    AMENDMENT
TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of December 16, 2009 between XL
Capital Ltd, a Cayman Islands corporation (the “Company”) and Sarah E. Street
(the “Executive”). 


                    WHEREAS,
the Company and the Executive are parties to an Amended Employment Agreement
dated as of October 1, 2006 (the “Agreement”); 


                    WHEREAS,
the Company and the Executive wish to amend the Agreement as set forth herein;


                    NOW,
THEREFORE, in consideration of the mutual covenants herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company, the Guarantors (as defined in the Agreement)
and the Executive hereby agree as follows:


                    1.
The penultimate sentence of Section 5 is amended to read in its entirety as
follows: 


“Any annual
bonus shall be paid in cash in a lump sum after the end of the calendar year
for which the annual bonus is paid and no later than March 15 following such
calendar year, unless deferred at the Executive’s option in accordance with the
provisions of any applicable deferred compensation plan of the Company or its
subsidiaries in effect from time to time.”


                    2.
Clause (i) of Section 8(b) is amended to read in its entirety as follows:


          “(i)
a cash lump sum payment made, subject to Section 25 below, 60 days after
the date of termination in an amount equal to the Base Salary as provided in
Section 4, above, that would have been paid to the Executive had she remained
employed through the end of the sixth month after the month in which the
Executive’s employment terminates due to disability,”


                    3.
Clause (iii) of Section 8(b) is amended by deleting “within 45” and replacing
it with “60.”


                    4.
The last sentence of clause (i) of Section 8(d) is amended to read in its
entirety as follows:


“For the
avoidance of doubt, if a notice of non-renewal of this Agreement pursuant to
Section 2 is issued by the Company, the termination of the Executive’s
employment at the end of the term shall be considered a termination by the
Company without Cause hereunder.”





                    5.
Clause (ii)(B) of Section 8(d) is amended to read in its entirety as follows:


          “(B)
provided the Executive executes, on or before the date that is fifty (50) days
following the date of her termination of employment, a general release of
claims against the Company and its Affiliates (as defined below) in form and
substance satisfactory to the Company and does not revoke such release prior to
the end of the seven day statutory revocation period, a cash lump sum payment
made sixty (60) days after termination of employment equal to (x) two times the
Executive’s annual Base Salary, at the annual rate in effect in accordance with
Section 4, above, immediately prior to such termination and (y) one times the
higher of the targeted annual bonus for the year of such termination, if any,
or the average of the Executive’s annual bonus payable by the Company for the
three years immediately preceding the year of termination (or such shorter
period during which the Executive has been employed by the Company),”


                    6.
Clause (iii) of Section 8(d) is amended by deleting “(A)” the first time it
appears therein and by deleting “within 30” and replacing it with “60.”


                    7.
Clause (iii)(A) of Section 8(d) is amended by adding the following at the end
thereof: “, to be paid in accordance with the Company’s regular payroll
practices,”


                    8.
Clause (iii)(G) of Section 8(d) is amended to read in its entirety as follows:


          “(G)
full and immediate vesting under the Company’s retirement plans as of the date
of termination, to the extent permitted by applicable law; provided, however,
that if such full and immediate vesting cannot be provided under a “qualified
employer plan” (within the meaning of Treas. Reg. Section 1.409A-1(a)(2)) under
applicable law, then the present value of economically equivalent benefits,
determined using reasonable assumptions and on an after-tax basis to the
Executive, shall be paid in a cash lump sum to the Executive, subject to
Section 25 below, 60 days after termination of employment.”


                    9.
The last paragraph of Section 8(d)(iii) is amended to read in its entirety as
follows:


          “Anything
in this Agreement to the contrary notwithstanding, the Executive shall be
entitled to the benefits described in (A)-(G) above, if the Executive’s employment
with the Company is terminated by the Company (other than for Cause) within one
year prior to the date on which a “409A Change in Control” (as defined below)
occurs, and it is reasonably demonstrated that such termination (i) was at
the request of a third party who has taken steps reasonably calculated or
intended to effect the 409A Change in Control or (ii) otherwise arose in connection
with or anticipation of the 409A Change in Control; provided, however,
that in such event, amounts in excess of those otherwise payable to the
Executive under Section 8(d)(ii) above will be payable hereunder only
following the 409A Change in Control (and, subject to Section 25 below, on the
date of the 409A 





Change in
Control). For purposes hereof, a “409A Change in Control” means a “change in
control event” (as defined in Treas. Reg. Section 1.409A-3(i)(5)) with
respect to the Company that also constitutes a Change in Control.”


                    10.
Section 9(a) is amended by deleting the word “Code” in the first place it
appears therein and replacing it with “United States Internal Revenue Code of
1986, as amended (the “Code”).”


                    11.
The fourth paragraph of Section 11 is amended by deleting “within 30 days
following termination of employment” therefrom and inserting the following in
its place: “60 days following her “separation from service” (within the meaning
of Treas. Reg. Section 1.409A-1(h)) with the Company.”


                    12.
The first sentence of Section 17 is amended by adding the following at the end
thereof:


“against
expenses incurred and damages paid or payable by the Executive with respect to
claims based on actions or failures to act by the Executive in her capacity as
an officer, director or employee of the Company or its Affiliates or in any
other capacity, including any fiduciary capacity, in which the Executive served
at the request of the Company or an Affiliate.”


                    13.
Section 25(b) is amended to read in its entirety as follows:


          “(b)
Notwithstanding any provision to the contrary in this Agreement, if the
Executive is deemed on the date of her “separation from service” (within the
meaning of Treas. Reg. Section 1.409A-1(h)) with the Company to be a
“specified employee” (within the meaning of Treas. Reg.
Section 1.409A-1(i)), then with regard to any payment or benefit that is
considered deferred compensation under Section 409A payable on account of a
“separation from service” that is required to be delayed pursuant to Section
409A(a)(2)(B) of the Code (after taking into account any applicable exceptions
to such requirement), such payment or benefit shall be made or provided on the
date that is the earlier of (i) the expiration of the six (6)-month period
measured from the date of the Executive’s “separation from service,” or (ii)
the date of the Executive’s death (the “Delay Period”). Upon the expiration of
the Delay Period, all payments and benefits delayed pursuant to this Section
25(b) (whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid or reimbursed to the
Executive in a lump sum and any remaining payments and benefits due under this
Agreement shall be paid or provided in accordance with the normal payment dates
specified for them herein. Notwithstanding any provision of this Agreement to
the contrary, for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of
employment, references to the Executive’s “termination of employment” (and
corollary terms) with the Company shall be construed to refer to the
Executive’s “separation from service” (within the meaning of Treas. Reg.
Section 1.409A-1(h)) with the Company. With respect to any reimbursement or
in-kind 





benefit
arrangements of the Company and its subsidiaries that constitute deferred
compensation for purposes of Section 409A, except as otherwise permitted
by Section 409A, the following conditions shall be applicable: (i) the
amount eligible for reimbursement, or in-kind benefits provided, under any such
arrangement in one calendar year may not affect the amount eligible for
reimbursement, or in-kind benefits to be provided, under such arrangement in
any other calendar year (except that the health and dental plans may impose a
limit on the amount that may be reimbursed or paid), (ii) any
reimbursement must be made on or before the last day of the calendar year
following the calendar year in which the expense was incurred, and (iii) the
right to reimbursement or in-kind benefits is not subject to liquidation or
exchange for another benefit. Whenever a payment under this Agreement specifies
a payment period with reference to a number of days (e.g., “payment
shall be made within thirty (30) days after termination of employment”), the
actual date of payment within the specified period shall be within the sole
discretion of the Company. Whenever payments under this Agreement are to be
made in installments, each such installment shall be deemed to be a separate
payment for purposes of Section 409A. Anything in this Agreement to the
contrary notwithstanding, any tax gross-up payment (within the meaning of
Treas. Reg. Section 1.409A-3(i)(1)(v)) provided for in this Agreement shall be
made to the Executive no later than the end of the Executive’s taxable year
next following the Executive’s taxable year in which she remits the related
taxes. No action or failure to act, pursuant to this Section 25 shall subject the
Company to any claim, liability, or expense, and the Company shall not have any
obligation to indemnify or otherwise protect the Executive from the obligation
to pay any taxes pursuant to Section 409A of the Code.”


                    14.
Except as set forth herein, the Agreement shall continue in full force and
effect in accordance with its terms.


                    15.
All questions concerning the construction, validity and interpretation of this
Amendment and the Agreement shall be construed and governed in accordance with
the laws of the State of New York, without reference to the principles of
conflict of laws thereof. 


                    16.
This Amendment may be executed simultaneously in two or more counterparts, any
one of which need not contain the signatures of more than one party, but all of
which counterparts taken together will constitute one and the same agreement.





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


	
  

 	
  

 	
  

 
	
  

 	
 XL CAPITAL
 LTD

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Kirstin
 R. Gould

 
	
  

 	
  

 	

 


 
	
  

 	
  

 
	
  

 	
 GUARANTORS:

 
	
  

 	
  

 
	
  

 	
 XL INSURANCE
 (BERMUDA) LTD (formerly XL INSURANCE LTD)

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Kirstin
 R. Gould

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 XL RE LTD

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Kirstin
 R. Gould

 
	
  

 	
  

 	

 


 






	
  

 	
  

 
	
 READ,
 ACCEPTED & AGREED

 	
  

 
	
  

 	
  

 
	
 /s/ Sarah E.
 Street

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	
 Sarah E.
 Street