Exhibit 10.9


AMENDMENT
TO

EMPLOYMENT AGREEMENT


                    AMENDMENT
TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of December __, 2008
between XL Capital Ltd, a Cayman Islands corporation (the “Company”), and Michael S. McGavick (the
“Executive”).


                    WHEREAS,
the Company and the Executive are parties to an Employment Agreement dated as of March 14, 2008 (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
last paragraph of Section
8(d)(iii) is amended by deleting “10 days thereafter”
and replacing it with “on the date of the 409A Change in Control.”


                    2. The
first sentence of Section 18(d) is amended to read in its entirety as follows:


	
 

	
 


	
 

	
“Each Party shall bear its own costs incurred in
 connection with any proceeding under Sections 18(a) or 18(b) hereof,
 including all legal fees and expenses; provided, however, that the
 Company shall bear all such costs of the Executive (to the extent such costs are reasonable) if the
 Executive substantially prevails in a proceeding following his “separation
 from service” (as defined below) with the Company.





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


	
 

	
 


	
 

	
          “(b)
 Without prejudice to the characterization of any other amounts payable
 under this Agreement, the parties hereto specifically intend that any amounts
 payable under Section 8(d)(ii)(A)-(C),
 Section 8(d)(iii)(A)-(D) and Section 11 will not be considered
 deferred compensation for purposes of Section 409A due to Treas. Reg. Section 1.409A-1(b)(4) or another
 applicable exception. However, notwithstanding
 any provision to the contrary in this Agreement, if the Executive is deemed on the date of his “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-l(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-l(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.” 





                    4.
The definition of “Good Reason” in Exhibit B is amended to read in its entirety
as follows:


	
 

	
 


	
 

	
          “For purposes of this Agreement, “Good Reason” shall
 mean any of the following, unless done
 with the prior express written consent of Executive:


	
 

	
 


	
 

	
          (i)
 (A) The assignment to Executive of duties materially inconsistent with Executive’s position (including duties,
 responsibilities, status, titles or offices as set forth in Section 3
 hereof); (B) any material diminution or material reduction of Executive’s duties or responsibilities except in connection
 with the termination of
 Executive’s employment for Cause, disability or as a result of Executive’s
 death or by Executive other than for Good Reason; (C) a material diminution
 in the authorities, duties or responsibilities of the supervisor to whom Ex-





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ecutive is required to report;
 or (D) a material diminution in the budget over which Executive retains
 authority;


	
 

	
 


	
 

	
          (ii)
 The (A) material reduction in Executive’s Base Salary from the level
 in effect immediately prior to the Change in Control, or (B) material diminution in bonus opportunity that results in a
 material reduction in Executive’s compensation;


	
 

	
 


	
 

	
          (iii)
 Any material breach by the Company or the Guarantors of this Agreement or any
 material agreement entered into pursuant thereto;


	
 

	
 


	
 

	
          (iv)
 Notwithstanding the provisions of Section 3(b) of this Agreement, requiring Executive to be based at any office
 or location that is greater than 35 miles from the office or location at
 which Executive was principally located immediately prior to the Change in
 Control;


	
 

	
 


	
 

	
          (v)
 During the Post-Change Period, the failure to continue in effect any
 material compensation or incentive plan in which Executive participates immediately
 prior to the time of the Change in Control unless an equitable arrangement
 (embodied in an ongoing substitute or alternative plan providing Executive
 with substantially the same aggregate economic opportunity on an after-tax
 basis available to the Executive
 immediately prior to the Change in Control) has been made with respect to
 such plan in connection with the Change in Control, or the failure to
 continue Executive’s participation therein on substantially the same basis
 as existed at the time of the Change in Control, which in any such case
 results in a material reduction in
 Executive’s compensation.


	
 

	
 


	
 

	
          Notwithstanding
 any provision in this Agreement to the contrary, the Executive must give
 written notice of his intention to terminate his employment for Good Reason
 within sixty (60) days after the act or omission which constitutes Good
 Reason, and the Company shall have thirty (30) days from such notice to
 remedy the condition, in which case Good Reason shall no longer exist with regard
 to such condition. Any failure to give such written notice within such period
 will result in a waiver by the Executive of his right to terminate for
 Good Reason as a result of such act or omission.
 Any termination hereunder shall occur within one hundred twenty (120) days
 after the Good Reason event occurs.”





                    5.
Except as set forth herein, the Agreement shall continue in full force
and effect in accordance with its terms.


                    6.
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.


                    7. 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.


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                    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/ Michael S. McGavick

	
 

	
 


	


	
 

	
 


	
Michael S. McGavick

	
 

	
 





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