EXHIBIT 10.1

    AMENDMENT NO. 1 TO LETTER OF CREDIT FACILITY AND REIMBURSEMENT
                                   AGREEMENT


     AMENDMENT NO. 1 dated as of December 23, 2005, between XL CAPITAL LTD,
a company incorporated under the laws of the Cayman Islands (the "Account
Party"), X.L. AMERICA, INC., a Delaware corporation ("XL America"), XL INSURANCE
(BERMUDA) LTD, a Bermuda limited liability company ("XL Insurance")  and XL RE
LTD, a Bermuda limited liability company ("XL Re" and, together with the Account
Party in its capacity as a Guarantor, XL America, and XL Insurance, each a
"Guarantor" and collectively, the "Guarantors"; the Guarantors and the Account
Party being collectively referred to as the "Obligors"), CITIBANK INTERNATIONAL
PLC, as agent and trustee for the Lenders, the "Agent" and "Security Trustee".

     The  Obligors,  the  Lenders,  the Agent and the Arrangers are parties to a
Letter  of  Credit  and Reimbursement Facility Agreement dated November 17, 2004
(the  "Credit  Agreement"),  providing,  subject  to  the  terms  and conditions
thereof,  for  the  issuance of letters of credit for the account of the Account
Party in an aggregate face amount not exceeding (pound sterling)450,000,000. The
Obligors,  the  Lenders  and  the  Agent  wish  to amend the Credit Agreement in
certain  respects.  Each  of  the  Lenders has provided to the Agent its written
consent  to  the amendments set out herein and accordingly the Agent (for itself
and  for and on behalf of each of the Lenders), and the Obligors hereby agree as
follows:

     Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.

     Section 2. Amendments. Effective as provided in Section 4 below, the
Credit Agreement is hereby amended as follows:

     2.01. References in the Credit Agreement (including references to the
Credit Agreement as amended hereby) to "this Agreement" (and indirect references
such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be
references to the Credit Agreement as amended hereby.

     2.02. Clause 1.1 (Defined Terms) of the Credit Agreement is hereby
amended by inserting the following definitions (or, in the case of any of the
following defined terms that are already defined in the Credit Agreement, by
amending and restating in its entirety each such term as set forth below) in
their proper respective alphabetical locations:

     (a)  a new definition shall be included after the definition of the
          term AMB Rating Undertaking as follows:

     "Amendment No.1 means the letter agreement dated on or about 23 December
2005 relating to the Credit Agreement between, amongst others, the Account
Party, the Agent and the Security Trustee;"

     (b)  the definition of the term Commitment Termination Date shall be
          deleted and replaced in its entirety with the following:

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     "Commitment Termination Date means 31 August 2006;"

(c)  the definition of the term Consolidated Net Worth shall be deleted and
     replaced in its entirety with the following:

     "Consolidated  Net  Worth  means,  at  any  time,  the  consolidated
     shareholders'  equity  of  the Account Party and its Subsidiaries, provided
     that  the  calculation  of  such  consolidated  shareholders'  equity shall
     exclude  (a) the effect thereon of any adjustments required under Statement
     of  Financial  Accounting  Standard  No.  115  ("Accounting  for  Certain
     Investments  in  Debt  and  Equity Securities") (b) any Exempt Indebtedness
     (and  the assets relating thereto) in the event such Exempt Indebtedness is
     consolidated on the balance sheet of the Account Party and its consolidated
     Subsidiaries in accordance with GAAP;"

(d)  the definition of the term Exempt Indebtedness shall be deleted and
     replaced in its entirety with the following:

     "Exempt  Indebtedness  means  any  Indebtedness  of  any Person (other than
     the  Account  Party  or  any of its Affiliates) that is consolidated on the
     balance  sheet  of  the  Account Party and its consolidated Subsidiaries in
     accordance  with  GAAP  (whether  or  not  required to be so consolidated);
     provided  that  (a)  at  the time of the incurrence of such Indebtedness by
     such Person, the cash flows from the assets of such Person shall reasonably
     be  expected  by  such  Person to liquidate such Indebtedness and all other
     liabilities  (contingent or otherwise) of such Person and (b) no portion of
     such  Indebtedness  of  such  Person  shall  be  Guaranteed  (other than by
     guarantees  of  the type referred to in clause (a) or (b) of the definition
     of  the  term Indebtedness) by, or shall be secured by a Lien on any assets
     owned  by,  the  Account  Party or any of its Subsidiaries and neither such
     Person nor any of the holders of such Indebtedness shall have any direct or
     indirect  recourse  to  the Account Party or any of its Subsidiaries (other
     than  in  respect  of liabilities and guarantees of the type referred to in
     clause (a) or (b) of the definition of the term Indebtedness);"

(e)  the definition of the term Indebtedness shall be deleted and replaced
     in its entirety with the following:

     "Indebtedness means, for any Person, without duplication: (i) all
     indebtedness or liability for or on account of money borrowed by, or for or
     on account of deposits with or advances to (but not including accrued
     pension costs, deferred income taxes or accounts payable of) such Person;
     (ii) all obligations (including contingent liabilities) of such Person
     evidenced by bonds, debentures, notes, banker's acceptances or similar
     instruments; (iii) all indebtedness or liability for or on account of
     property or services purchased or acquired by such Person; (iv) any amount
     secured by a Lien on property owned by such Person (whether or not assumed)
     and Capital Lease Obligations of such Person (without regard to any
     limitation of the rights and remedies of the holder of such Lien or the
     lessor under such capital lease to repossession or sale of such property);
     (v) the maximum available amount of all standby letters of credit issued
     for the account of such Person and, without duplication, all drafts drawn
     thereunder (to the extent unreimbursed); and (vi) all Guarantees of such
     Person; provided that the following shall be excluded from Indebtedness of
     the Account Party and any of its Subsidiaries for

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     purposes of this Agreement: (a) all payment liabilities of any such Person
     under insurance and reinsurance policies from time to time issued by such
     Person, including guarantees of any such payment liabilities; (b) all other
     liabilities (or guarantees thereof) arising in the ordinary course of any
     such Person's business as an insurance or reinsurance company (including
     GICs and Stable Value Instruments and any Specified Transaction Agreement
     relating thereto), or as a corporate member of The Council of Lloyd's, or
     as a provider of financial or investment services or contracts (including
     GICs and Stable Value Instruments and any Specified Transaction Agreement
     relating thereto); and (c) any Exempt Indebtedness;".

(f)  the definition of the term Total Funded Debt shall be deleted and
     replaced in its entirety with the following:

     "Total  Funded  Debt  means,  at  any time, all Indebtedness of the Account
     Party and its Subsidiaries and any other Person which would at such time be
     classified  in  whole or in part as a liability on the consolidated balance
     sheet  of the Account Party and its consolidated Subsidiaries in accordance
     with GAAP (it being understood for avoidance of doubt that any liability or
     obligation  excluded  from  the  definition  of  Indebtedness  shall  not
     constitute Indebtedness for purposes of this definition)."

     2.03.  Clause 17.5 (Financial Condition: No Material Adverse Change) of the
Credit  Agreement  is  hereby  amended  and restated in its entirety as follows:

"(a) Financial Condition. The Account Party has heretofore furnished to the
     Lenders the consolidated balance sheet and statements of income,
     stockholders' equity and cash flows of the Account Party and its
     consolidated Subsidiaries (A) as of and for the fiscal year ended December
     31, 2004, reported on by PricewaterhouseCoopers LLP, independent public
     accountants (as provided in the Account Party's Report on Form 10-K filed
     with the SEC for the fiscal year ended December 31, 2004), and (B) as of
     and for the fiscal quarter ended September 30, 2005, as provided in the
     Account Party's Report on Form 10-Q filed with the SEC for the fiscal
     quarter ended September 30, 2005. Such financial statements present fairly,
     in all material respects, the financial position and results of operations
     and cash flows of the Account Party and its respective consolidated
     Subsidiaries as of such dates and for such periods in accordance with GAAP
     or (in the case of XL Bermuda or XL Re) SAP, subject to year-end audit
     adjustments and the absence of footnotes in the case of the statements
     referred to in Clause (B) of the first sentence of this paragraph.

(b)  No Material Adverse Change. Since December 31, 2004, there has been no
     material adverse change in the assets, business, financial condition or
     operations of such Obligor and its Subsidiaries, taken as a whole, except
     as disclosed in the Account Party's filings with the SEC."

     2.04.  The reference to "30 September 2004" in the second sentence of
Clause 17.14 (Subsidiaries) of the Credit Agreement is hereby amended to read
"30 September 2005".

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     2.05.  Clause 19.3(a) (Liens) of the Credit Agreement is hereby
amended and restated in its entirety as follows:

"(a) Liens existing on the date of Amendment No.1 and listed in Part B of
     Schedule 2 (and extension, renewal and replacement Liens upon the same
     property, provided that the amount secured by each Lien constituting such
     an extension, renewal or replacement Lien shall not exceed the amount
     secured by the Liens listed in Part B of Schedule 2);"

     2.06.  Clause 19.3(h) (Liens) of the Credit Agreement is hereby amended and
restated in its entirety as follows:

"(h) Liens on (i) assets received, and on actual or imputed investment
     income on such assets received incurred as part of its business including
     activities utilizing ISDA documentation or any Specified Transaction
     Agreement relating and identified to specific insurance payment liabilities
     or to liabilities arising in the ordinary course of any Obligors' or
     any of their Subsidiary's business as an insurance or reinsurance company
     (including GICs and Stable Value Instruments) or corporate member of
     Lloyd's or as a provider of financial or investment services or contracts,
     or the proceeds thereof (including GICs and Stable Value Instruments), in
     each case held in a segregated trust, trust or other account and securing
     such liabilities, (ii) assets securing Exempt Indebtedness of any Person
     (other than the Account Party or any of its Affiliates) in the event such
     Exempt Indebtedness is consolidated on the consolidated balance sheet of
     the Account Party and its consolidated Subsidiaries in accordance with GAAP
     or (iii) any other assets subject to any trust or other account arising out
     of or as a result of contractual, regulatory or any other requirements;
     provided that in no case shall any such Lien secure Indebtedness and any
     Lien which secures Indebtedness shall not be permitted under this clause
     (h);"

     2.07.  Clause 19.7(f) (Indebtedness) of the Credit Agreement is hereby
amended and restated in its entirety as follows:

"(f) Indebtedness existing at the date of Amendment No.1 and described in
     Part A of Schedule 2 and extensions, renewals and replacements of any such
     Indebtedness that do not increase the outstanding principal amount
     thereof."

     2.08.     Part  A  of  Schedule  2  to  the Credit Agreement is hereby
deleted and replaced in its entirety with Part A of Schedule 2 attached at Annex
1  to  this  Amendment  No.  1.

     2.9.  Part  B  of  Schedule 2 to the Credit Agreement is hereby deleted and
replaced  in its entirety  with Part B of Schedule 2 attached at Annex 1 to this
Amendment  No.  1.

     2.10.  Schedule 3 to the Credit Agreement is hereby deleted and replaced in
its  entirety  with  Schedule  3  attached  at  Annex 2 to this Amendment No. 1.

     Section 3.  Representations and Warranties.  Each Obligor hereby
represents and warrants to the Agent and the Lenders that (i) the
representations and warranties set forth in Clause 17 of the Credit Agreement
are, on the date hereof, true and complete as if made on the date hereof (and
after giving effect to this Amendment No. 1) and as if each reference in said
Clause 17 to "this Agreement"

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includes reference to this Amendment No. 1 and (ii) both immediately prior to
and as of the date hereof, no Default has occurred and is continuing.

     Section 4.  Conditions Precedent.  The amendments to the Credit
Agreement set forth in Section 2 above shall become effective, as of the date
hereof, upon the satisfaction of the following condition precedent:

     4.01.  Execution.  This Amendment No. 1 shall have been executed and
delivered by each of the Obligors and Agent acting for itself and on behalf of
each of the Lenders (each of the Lenders having provided to the Agent its
written consent to the amendments set out herein) in accordance with Clause 23.3
(Amendments) of the Credit Agreement.

     Section 5.  Miscellaneous.  Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect.  Nothing in this
Amendment No. 1 shall constitute a waiver of any rights and/or remedies that the
Lenders and/or the Agent may have under the Credit Agreement and nothing
contained herein shall obligate the Lenders to grant any future waiver of any
provision of the Credit Agreement.  This Amendment No.1 shall be designated as a
Finance Document.  The Account Party shall pay all reasonable expenses incurred
by the Agent, including the reasonable fees, charges and disbursements of
Freshfields Bruckhaus Deringer, special United Kingdom counsel to the Agent, in
connection with the preparation, negotiation, execution and delivery of this
Amendment No. 1.  This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
amendatory instrument and any of the parties hereto may execute this Amendment
No. 1 by signing any such counterpart.  This Amendment No. 1 shall be governed
by, and construed in accordance with, the laws of England and Wales. Clause 29.2
(Jurisdiction) and Clause 31 (Third Party Rights) of the Credit Agreement shall
be deemed incorporated in this Amendment No. 1 (with such conforming changes as
the context requires) as if set out herein.



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed and delivered as a Deed  as of the day and year first above
written.


The Account Party

EXECUTED as a DEED
for and on behalf of XL CAPITAL LTD



By /s/ Brian M. O'Hara
   ---------------------------------
Name:   Brian M. O'Hara
Title:  President and Chief Executive
        Officer

Witness Name:  Fiona Luck
               ---------------------

Signature:     /s/ Fiona Luck
               ---------------------


Guarantors

EXECUTED as a DEED
for and on behalf of XL CAPITAL LTD



By /s/ Brian M. O'Hara
   --------------------------------
Name:   Brian M. O'Hara
Title:  President and Chief Executive
        Officer

Witness Name:  Fiona Luck
               ---------------------

Signature:     /s/ Fiona Luck
               ---------------------


<PAGE>

SIGNED for and on behalf of
X.L. AMERICA, INC.

By:   /s/ Gabriel G. Carino
      ---------------------
Name:   Gabriel G. Carino
Title:  Senior Vice President


SIGNED for and on behalf of
XL INSURANCE (BERMUDA) LTD

By:   /s/ Christopher A. Coelho
      -------------------------
Name:   Christopher A. Coelho
Title:  Senior Vice President &
        Chief Financial Officer



SIGNED for and on behalf of
XL RE LTD

By:   /s/ Gregory S. Hendrick
      -----------------------
Name:   Gregory S. Hendrick
Title:  President & Chief
        Underwriting Officer


<PAGE>

Agent

SIGNED for and on behalf of
CITIBANK INTERNATIONAL PLC
By:  /s/ Sonia Gosparini
     ----------------------
Name:    Sonia Gosparini
Title:


Security Trustee

SIGNED for and on behalf of
CITIBANK INTERNATIONAL PLC
By:  /s/ Sonia Gosparini
     ----------------------
Name:    Sonia Gosparini
Title: