Exhibit 10.8


AMENDMENT TO

AMENDED EMPLOYMENT AGREEMENT


                    AMENDMENT
TO AMENDED EMPLOYMENT AGREEMENT (“Amendment”) dated as of December___, 2008
between XL Capital Ltd, a Cayman Islands corporation (the “Company”), X.L.
Global Services, Inc. (“XLGS”), and Brian Nocco (the “Executive”).


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


                    WHEREAS,
the Company, XLGS 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, XLGS, 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-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.” 


	
 

	
 


	
                    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


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
 

	
 

	
XL
 GLOBAL SERVICES, INC.


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
/s/ ILLEGIBLE


	
 

	
 

	
 

	



	
 

	
 

	
 

	
 


	
 

	
 

	
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/ Brian Nocco

	
 

	
 

	
 


	


	
 

	
 

	
 


	
Brian Nocco

	
 

	
 

	
 





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