Exhibit 10.3


[XL CAPITAL LOGO]

                                                            XL CAPITAL LTD
                                                            XL House
                                                            One Bermudiana Road
                                                            P.O. Box HM2245
                                                            Hamilton HM 11
                                                            Bermuda
                                                            Tel: (441) 295-7135
                                                            Fax: (441) 292-8618
                                      August 9, 2006        www.xlcapital.com

CONFIDENTIAL

Christopher Greetham
4 Tuckers Town Road
St. Georges HS02
Bermuda

Dear Chris:

     This letter will confirm the understanding between XL Capital Ltd (the
"Company") and you as a consultant to the Company, as follows:

     1.   You are hereby retained by the Company to render such advice and
          counsel to your successor and the Chief Executive Officer of the
          Company on matters relating to the investment portfolio, investment
          strategies and XL Capital Investment Partners as may reasonably be
          requested by Sarah Street, Brian O'Hara or his/her designees, and
          agree to devote sufficient time to the services required herein as
          shall be reasonably necessary to discharge these duties.

     2.   The term of this Agreement shall commence as of January 1, 2007 and
          shall terminate on December 31, 2007. However, either you or the
          Company may terminate this agreement at any time prior to December 31,
          2007, by providing the other party with 10 days written notice of such
          termination. No later than 15 days prior to the expiration of this
          agreement, the Company will present to you an extension of this
          agreement, for your consideration, if such an extension is desired.

     3.   A. The Company agrees to pay, and you agree to accept, as full
          compensation for such assignment a fee of $250,000 per year for all
          services to be rendered herein. It is not intended that the
          compensation received by you hereunder constitute "wages" for purposes
          of federal, state or local withholding taxes, insurance contributions
          taxes and unemployment taxes, and you agree that you will be
          responsible for the payment of any taxes owed.

          B. The Company shall reimburse you for such reasonable out-of-pocket
          expenses as you may incur in connection with the rendition of services


<PAGE>


          contemplated hereby, upon presentation to the Company of appropriate
          documentation.

          C. The Company agrees to reimburse you for two (2) business class
          round-trip tickets from Bermuda to London for your wife to accompany
          you on trips that you may be making for the rendition of services
          contemplated hereby, upon presentation to the Company of appropriate
          documentation.

          D. In addition, should there be any "CAPITAL EVENTS" that relate to
          value created by investments entered into by XL Capital Investment
          Partners, you will receive a payment based on your contributions
          toward creating the added value for the investment, at the sole
          discretion of the Chief Executive Officer of XL Capital.

     4.   During the term of this Agreement and thereafter, you shall keep in
          confidence and shall not use for your own use or the use of others, or
          divulge to others, any information pertaining to the business or the
          Company or its affiliates including, without limitation, secret or
          confidential information, knowledge, data or plans of the Company or
          its affiliates, including, without limitation, matters of a business
          nature such as information about costs and profits, projections,
          personnel information, records, customer lists, contact persons,
          customer data, public relation strategy information, corporate
          communication strategy information, software, sales data, or matters
          of a creative nature ("Client Information"). Client information shall
          be considered and kept as the private, proprietary and confidential
          information of the Company and may not be divulged without the express
          written authorization of the Company.

     5.   You shall perform your services hereunder as an independent
          contractor, and not as an employee, in accordance with the terms of
          this Agreement, and you acknowledge that by reason of this Agreement,
          you shall not be entitled to participate in or enjoy the benefits of
          any retirement, pension, profit-sharing, group insurance, health
          insurance or other similar plans which have been or may be instituted
          by the Company for the benefit of its employees. You also acknowledge
          that you do not have, nor does this Agreement provide you with, any
          authority to bind the Company or to expend funds on behalf of the
          Company and you agree that you may not do so without the express
          written authorization of the Company.


<PAGE>

     6.   You agree that during the term of this Agreement, you will not engage
          in or render any of the services described above in paragraph 1 to any
          person or organization other than the Company without the prior
          written consent of the Company. Furthermore, while it is expected that
          you may maintain directorships with investment affiliates of the
          Company during the term of this Agreement, you expressly agree to
          resign such positions if requested to do so by the Company.

     7.   In the event of your death or disability that renders you incapable of
          performing services under this Agreement, you agree that the Company
          may terminate this Agreement without further obligation.

     8.   This arrangement constitutes the complete understanding of the
          parties. You agree that this Agreement is personal to you and that you
          will not, by operation of law or otherwise, assign, transfer, or
          subcontract this Agreement or any of the rights hereunder without the
          consent of the Company. You further acknowledge that this Agreement
          and rights hereunder shall be governed by laws of the State of New
          York. If any provision of this Agreement shall be determined by any
          court of competent jurisdiction to be invalid and unenforceable to any
          extent, the remainder of this Agreement shall not be affected thereby,
          and shall be enforced to the fullest extent permitted by law.

     If the foregoing accurately sets forth our understanding, please execute
this letter in the space provided below and return it to me. An executed copy of
this letter is enclosed for your file.

                                                Very truly yours,



                                                By: /s/ Brian M. O'Hara
                                                   ----------------------------
                                                         BRIAN M. O'HARA

ACCEPTED AND AGREED TO:

/s/ Christopher Greetham
----------------------------------------------
CHRISTOPHER GREETHAM

      9/15/06
----------------------------------------------
Date